REPLACEMENT PROMISSORY NOTE

$4,464,778.55                                             Minneapolis, Minnesota
Due:  September 1, 1999                                         November 7, 1996

     FOR VALUE RECEIVED, the undersigned,  Sunrise Resources,  Inc., a Minnesota
corporation ("Sunrise") and Sunrise Leasing Corporation, a Minnesota corporation
(SLC;  and  together  with  Sunrise  being  sometimes  hereinafter  referred  to
collectively as the "Borrowers" and  individually as a "Borrower"),  jointly and
severally promise to pay to the order of The Daiwa Bank, Limited (the "Lender"),
at The Sumitomo Bank, Ltd., ABA Number 071001850 for credit account of The Daiwa
Bank, Ltd, Tokyo A/C Number  010021413,  Reference:  Sunrise Resources (or other
location  specified by the Lender),  the sum of Four Million Four Hundred  Sixty
Four Thousand Seven Hundred Seventy-Eight and 55/100ths Dollars ($4,464,778.55).

     The Borrower  jointly and  severally  promise to pay interest on the unpaid
principal  amount of this Note at such  interest  rates and at such times as are
specified in the hereinafter referred to Loan Agreement.

     The Borrower agrees to pay the principal of this Note in the amounts and at
such times as are specified in the Loan Agreement.

     Both  principal  and  interest  are  payable in lawful  money of the United
States of America in immediately available funds.

     This Note is the Note  referred to in, and is entitled to the  benefits of,
the Amended and  Restated  Loan and Security  Agreement  dated as of November 7,
1996 (the Amended and Restated Loan and Security Agreement as it may be amended,
modified, supplemented or restated from time to time being herein referred to as
the "Loan  Agreement")  among the Borrowers and the Lender.  The Loan Agreement,
among other things,  contains provisions for acceleration of the maturity hereof
upon the happening of certain  stated  events prior to the maturity  hereof upon
the terms and  conditions  therein  specified,  and contains  provisions for the
mandatory prepayment hereof upon certain conditions.

     This Note is secured in accordance  with the Loan  Agreement and may now or
hereafter  be  secured  by  one or  more  other  security  agreements  or  other
instruments or agreements.

     Presentment and demand for payment, notice of dishonor,  protest and notice
of protest are hereby waived. In the event of default, the undersigned agrees to
pay costs of  collection  and  reasonable  attorneys'  fees  including,  without
limitation,  attorneys' fees and legal expenses  incurred in connection with any
appeal of a lower court's judgment or order.

     This Note is being  executed and  delivered in  replacement  of, but not in
payment of, that certain  Promissory Note dated February 7, 1995 made by Sunrise
payable  to the  order  of  the  Lender  in the  original  principal  amount  of
$7,200,000.00  and  on  which  there  is an  outstanding  principal  balance  of
$4,464,778.55; which outstanding principal balance is now evidenced by the Note.


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     EACH  BORROWER  HEREBY  WAIVES  THE  RIGHT TO TRIAL BY JURY OF THE  MATTERS
ARISING OUT OF THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                                            Sunrise Resources, Inc.


                                            By /s/ Barry J. Schwach
                                            Its Chief Financial Officer


                                            Sunrise Leasing Corporation


                                            By /s/ Barry J. Schwach
                                            Its Chief Financial Officer