INDENTURE

                                      among


                          SUNRISE FUNDING CORPORATION I
                                   ("Issuer")

                                       and


                           SUNRISE LEASING CORPORATION
                                  ("Servicer")

                                       and


                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
                                   ("Trustee")

                          Dated as of November 1, 1996





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                                TABLE OF CONTENTS

                                                                           PAGE
Parties                                                                       1

Preliminary Statement                                                         1

Granting Clause                                                               1
 
Article One           Definitions                                             2
       Section 1.01.  Definitions                                             2

Article Two           Note Form                                              14
       Section 2.01.  Forms                                                  14

Article Three         The Notes                                              14
       Section 3.01.  Denomination                                           14
       Section 3.02.  Execution, Authentication, Delivery and Dating         15
       Section 3.03.  Temporary Notes                                        15
       Section 3.04.  Registration, Registration of Transfer and Exchange    15
       Section 3.05.  Limitation on Transfer and Exchange                    17
       Section 3.06.  Mutilated, Destroyed, Lost or Stolen Notes             17
       Section 3.07.  Payment of Principal and Interest; Principal and 
                         Interest Rights Preserved                           18
       Section 3.08.  Persons Deemed Owner                                   19
       Section 3.09.  Cancellation                                           19

Article Four          Original Issuance of Notes; Substitutions of 
                         Collateral                                          20
       Section 4.01.  Conditions to Original Issuance of Notes               20
       Section 4.02.  Security for Notes                                     21
       Section 4.03   Substitution and Purchase of Lease Receivables         21
       Section 4.04.  Releases                                               23
       Section 4.05.  Trust Estate                                           23
       Section 4.06.  Notice of Release                                      24
       Section 4.07.  Opinions as to Trust Estate                            24

Article Five          Satisfaction and Discharge                             24
       Section 5.01.  Satisfaction and Discharge of Indenture                24
       Section 5.02.  Application of Trust Money                             24

Article Six           Defaults and Remedies                                  25
       Section 6.01.  Events of Default                                      25
       Section 6.02.  Acceleration of Maturity; Rescission and Annulment     26
       Section 6.03.  Collection of Indebtedness and Suits for Enforcement
                         by Trustee                                          27
       Section 6.04.  Remedies                                               27
       Section 6.05.  Optional Preservation of Trust Estate                  28


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       Section 6.06.  Trustee May File Proofs of Claim                       28
       Section 6.07.  Trustee May Enforce Claims Without Possession of Notes 29
       Section 6.08.  Application of Money Collected                         29
       Section 6.09.  Limitation on Suits                                    30
       Section 6.10.  Unconditional Right of Noteholders to Receive
                         Principal and Interest                              31
       Section 6.11.  Restoration of Rights and Remedies                     31
       Section 6.12.  Rights and Remedies Cumulative                         31
       Section 6.13.  Delay or Omission; Not Waiver                          31
       Section 6.14.  Control by Noteholders                                 31
       Section 6.15   Waiver of Past Defaults                                32
       Section 6.16.  Undertaking for Costs                                  32
       Section 6.17.  Waiver of Stay or Extension Laws                       33
       Section 6.18.  Sale of Trust Estate                                   33
       Section 6.19.  Action on Notes                                        34

Article Seven         The Trustee                                            34
       Section 7.01.  Certain Duties and Responsibilities                    34
       Section 7.02.  Notice of Default                                      36
       Section 7.03.  Certain Rights of Trustee                              36
       Section 7.04.  Not Responsible for Recitals or Issuance of Notes      37
       Section 7.05.  May Hold Notes                                         38
       Section 7.06.  Money Held in Trust                                    38
       Section 7.07.  Compensation and Reimbursement                         38
       Section 7.08.  Corporate Trustee Required; Eligibility                39
       Section 7.09.  Resignation and Removal; Appointment of Successor      40
       Section 7.10.  Acceptance of Appointment by Successor                 40
       Section 7.11.  Merger, Conversion, Consolidation or Succession to 
                         Business of Trustee                                 41
       Section 7.12.  Co-Trustees and Separate Trustees                      41
       Section 7.13.  Rights with Respect to the Servicer                    42
       Section 7.14.  Appointment of Authenticating Agent                    43
       Section 7.15.  Trustee to Hold Lease Contracts                        44

Article Eight         Optional Purchase of Receivables                       44
       Section 8.01.  Optional Purchase of All Receivables                   44

Article Nine          Supplemental Indentures                                45
       Section 9.01.  Supplemental Indentures Without Consent of Noteholders 45
       Section 9.02.  Supplemental Indentures with Consent of Noteholders    46
       Section 9.03.  Execution of Supplemental Indentures                   47
       Section 9.04.  Effect of Supplemental Indentures                      47
       Section 9.05.  Reference in Notes to Supplemental Indentures          47


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Article Ten           Redemption of the Notes                                47
       Section 10.01. Redemption at the Option of the Issuer; Election to 
                         Redeem                                              47
       Section 10.02. Notice to Trustee                                      48
       Section 10.03. Notice of Redemption by the Issuer                     48
       Section 10.04. Deposit of the Redemption Price                        48
       Section 10.05. Notes Payable on Redemption Date                       48

Article Eleven        Representations, Warranties and Covenants              49
       Section 11.01. Representations and Warranties                         49
       Section 11.02. Covenants                                              52
       Section 11.03. Other Matters as to the Issuer                         59

Article Twelve        Accounts and Accountings                               59
       Section 12.01. Collection of Money                                    59
       Section 12.02. Collection Account                                     59
       Section 12.03. Pre-Funding Account                                    61
       Section 12.04. Reports by Trustee to Noteholders                      63

Article Thirteen      Provisions of General Application                      64
       Section 13.01. Acts of Noteholders                                    64
       Section 13.02. Notices, etc., to Trustee, Issuer and Servicer         64
       Section 13.03. Notices to Noteholders; Waiver                         65
       Section 13.04. Effect of Headings and Table of Contents               65
       Section 13.05. Successors and Assigns                                 65
       Section 13.06. Separability                                           65
       Section 13.07. Benefits of Indenture                                  65
       Section 13.08. Legal Holidays                                         66
       Section 13.09. Governing Law                                          66
       Section 13.10. Counterparts                                           66
       Section 13.11. Obligation                                             66
       Section 13.12. Compliance Certificates and Opinions                   66

Signatures                                                                   68



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Exhibit A         Form of Investment Letter
Exhibit B         Form of Supplement for Grant of Interests in Substitute Lease
                               Contracts
Exhibit C         Form of Supplement for Grant of Interests in Subsequent Lease
                               Contracts
Exhibit D         Form of Note

Schedule A        Lease Schedule





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         INDENTURE,  dated as of  November  1,  1996  (herein,  as  amended  and
supplemented  from time to time as permitted hereby,  called this  "Indenture"),
among SUNRISE FUNDING CORPORATION I, a Minnesota  corporation (herein,  together
with its permitted successors and assigns, called the "Issuer"), SUNRISE LEASING
CORPORATION,  a Minnesota  corporation,  as servicer (herein,  together with its
permitted  successors  and  assigns,  called the  "Servicer"),  and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as trustee (the
"Trustee").

                              Preliminary Statement

         The Issuer has duly  authorized  the  execution  and  delivery  of this
Indenture to provide for the issuance of the Issuer's  Lease  Receivables-Backed
Notes,  Series 1996-1 (the "Notes").  All covenants and  agreements  made by the
Issuer,  the Servicer and the Trustee herein are for the benefit and security of
the Holders of the Notes. The Issuer,  the Servicer and the Trustee are entering
into this Indenture, and the Trustee is accepting the trusts created hereby, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.

         All things  necessary to make this  Indenture a valid  agreement of the
Issuer,  the  Servicer  and the Trustee in  accordance  with its terms have been
done.

                                 Granting Clause

         To secure the payment of the  principal of and interest on the Notes in
accordance  with their terms,  the payment of all of the sums payable under this
Indenture and the performance of the covenants contained in this Indenture,  the
Issuer hereby Grants to the Trustee,  solely in trust and as collateral security
as provided  in this  Indenture,  for the ratable  benefit of the Holders of the
Notes,  all of the Issuer's  rights,  title and interest in and to the following
whether now owned or hereafter acquired and any and all benefits accruing to the
Issuer  from:  (a) the  Lease  Receivables,  Lease  Contracts  and  the  related
Equipment,  including all proceeds of the Lease Contracts, Lease Receivables and
the related  Equipment and all payments received on or with respect to the Lease
Contracts, Lease Receivables and the related Equipment and due after the related
Cut-Off Date; (b) the Lease Contract Files;  (c) all rights and interests of the
Issuer under each Insurance  Policy related to the Lease Contracts and Insurance
Proceeds; (d) the Contribution  Agreement;  (e) the Purchase Agreement;  (f) the
Servicing  Agreement;  (g) the Vendor  Agreements;  (h) all amounts from time to
time on deposit in the  Collection  Account,  the  Pre-Funding  Account  and the
Lockbox Account  (including any Eligible  Investments and other property in such
accounts);  and (i)  proceeds  of the  foregoing  (including,  but not by way of
limitation,  all cash proceeds,  accounts,  accounts receivable,  notes, drafts,
acceptances,  chattel  paper,  checks,  deposit  accounts,  insurance  proceeds,
condemnation awards, rights to payment of any and every kind, and other forms of
obligations  and  receivables  which at any time  constitute  all or part or are
included in the proceeds of any of the  foregoing)  (all of the foregoing  being
hereinafter referred to as the "Collateral" or "Trust Estate").



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         The Trustee  acknowledges  such Grant,  accepts the trusts hereunder in
accordance  with the  provisions  hereof and agrees to perform the duties herein
required  to the  best of its  ability  to the end  that  the  interests  of the
Noteholders may be adequately and effectively protected.

                                   Article One
                                   Definitions

         Section  1.01.  Definitions.  Except as  otherwise  expressly  provided
herein or unless the context  otherwise  requires,  the following terms have the
respective meanings set forth below for all purposes of this Indenture,  and the
definitions of such terms are equally applicable both to the singular and plural
forms of such terms.

         "Act." With respect to any Noteholder, the meaning specified in Section
13.01.

         "Affiliate."  With respect to any  specified  Person,  any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this  definition,  "control,"  when used with respect to any
specified Person,  means the power to direct the management and policies of such
Person,  directly  or  indirectly,  whether  through  the  ownership  of  voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" have meanings correlative to the foregoing.

         "Aggregate  Implicit Principal  Balance." On any date, the aggregate of
the Implicit Principal Balances, plus any anounts in the Pre-Funding Account.

         "Authenticating Agent." Any entity appointed by the Trustee pursuant to
Section 7.14 hereof.

         "Available Cash." The amount available in the Collection  Account after
payment of all amounts required by clauses (i) through (iii) of Section 12.02(d)
hereof.

         "Board of Directors." Either the board of directors of the Issuer or of
the Servicer,  as the context requires, or any duly authorized committee of such
Board.

         "Board Resolution." A copy of a resolution delivered to the Trustee and
certified by the  Secretary  or an  Assistant  Secretary of the Issuer or of the
Servicer,  as the case may be, to have been duly adopted by its respective Board
of  Directors  and  to be  in  full  force  and  effect  on  the  date  of  such
certification.

         "Business  Day." Any day other  than a  Saturday,  a Sunday or a day on
which  banking  institutions  in New  York  City  or in the  city in  which  the
corporate  trust office of the Trustee is located are authorized or obligated by
law or executive order to close.

         "Calculated   Residual."  For  purposes  of  determining  the  Implicit
Principal Balance of a Lease Contract,  the related Equipment shall be valued at
60%, 40%, 20% and 0% of cost for Lease  Contracts  with original terms up to and
including 12 months, 24 months, 36 months and 48 months respectively.


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         "Calculation  Date."  The last day of a Due  Period,  except  that with
respect to the initial Payment Date, the Calculation Date shall mean the Initial
Cut-Off Date.

         "Closing  Date."  November  8,  1996,  the date  that  the  Transaction
Documents are originally executed and delivered by the parties thereto.

         "Code."  The Internal Revenue Code of 1986, as amended.

         "Collateral."  The meaning  specified  in the  Granting  Clause of this
Indenture.

         "Collection  Account."  The  trust  account  or  accounts  created  and
maintained pursuant to Section 12.02 hereof.

         "Contribution  Agreement."  The  Contribution  Agreement,  dated  as of
November  1,  1996,  between  the  Issuer and the  Contributor,  as amended  and
supplemented from time to time, together with the Lease Asset Assignment and the
Subsequent Lease Asset Assignment executed in connection therewith.

         "Contributor."  Sunrise Leasing Corporation,  a Minnesota  corporation,
and its permitted successors and assigns.

         "Corporate  Trust Office." The principal  corporate trust office of the
Trustee  located at Sixth Street and Marquette  Avenue,  Minneapolis,  Minnesota
55479-0070, Attention: Corporate Trust Services--Asset-Backed Administration, or
at such other address as the Trustee may  designate  from time to time by notice
to the  Noteholders and the Issuer,  or the principal  corporate trust office of
any successor Trustee.

         "Customer." The lessee under each related Lease Contract, including any
guarantor of such lessee, and their respective successors and assigns.

         "Cut-Off  Date." With respect to Initial Lease  Contracts,  the Initial
Lease Receivables and the related Equipment,  the Initial Cut-Off Date, and with
respect to the Subsequent Lease Contracts,  the Subsequent Lease Receivables and
the related Equipment, the Subsequent Cut-Off Date.

         "Default."  Any  occurrence  or  circumstance  which with notice or the
lapse of time or both would become an Event of Default.

         "Defaulted  Lease  Contract." A Lease Contract shall become a Defaulted
Lease Contract at the earlier of (i) the Calculation Date on which any Scheduled
Payment  with respect to such Lease  Contract has not been  received and remains
unpaid for a period of 120 or more days from the date such Scheduled  Payment is
due or (ii) the day the Servicer  determines  in  accordance  with its customary
practices  that it shall not make a Servicer  Advance  because the  Servicer has
determined that any such Servicer Advance would be unrecoverable.



<PAGE>



         "Delinquent  Lease  Contract."  A  Lease  Contract  (a) as to  which  a
Scheduled  Payment was not received when due by the Servicer and remains  unpaid
as of the Calculation Date and (b) which is not a Defaulted Lease Contract.

         "Delivery  Date." The date on which the Notes are originally  issued in
accordance with Section 4.01 hereof.

         "Determination  Date." The second  Business Day preceding  each Payment
Date.

         "Disclosure Schedule":  That certain disclosure schedule of the Issuer,
Sunrise  Resources,   Inc.,  and  the  Servicer  delivered  in  connection  with
Transaction Documents.

         "Discount Rate."  With respect to the Lease Contracts, 10.0% per annum.

         "Due Date." With respect to each Lease Receivable the date of the month
on which payment is due thereunder.

         "Due Period." As to any Determination Date or Payment Date, as the case
may be, the period  beginning on the first day and ending on the last day of the
calendar month preceding the month in which such  Determination  Date or Payment
Date, as the case may be, occurs.

         "Eligible  Account."  A  segregated  account,  which may be an  account
maintained  with the Trustee,  which is either (a) maintained  with a depository
institution  or trust company whose long term  unsecured  debt  obligations  are
rated at least BBB+ by S&P and Baa1 by Moody's,  provided, that if only one such
rating agency rates such  institution,  such single rating of BBB+ if by S&P, or
of Baa1 if by  Moody's  shall  suffice,  or (b) a  segregated  trust  account or
similar  account  maintained  with a  federally  or state  chartered  depository
institution  subject  to  regulations   regarding  fiduciary  funds  on  deposit
substantially similar to 12 C.F.R. ss. 9.10(b).

         "Eligible Investments."  Any and all of the following:

         (i) direct  obligations  of, and obligations  fully  guaranteed by, the
United  States of  America,  the Federal  Home Loan  Mortgage  Corporation,  the
Federal National Mortgage Association, the Federal Home Loan Banks or any agency
or  instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America;

         (ii) (A) demand  and time  deposits  in,  certificates  of deposit  of,
banker's  acceptances  issued  by  or  federal  funds  sold  by  any  depository
institution or trust company (including the Trustee or its agent acting in their
respective  commercial  capacities)  incorporated  under the laws of the  United
States  of  America  or  any  State  thereof  and  subject  to  supervision  and
examination by federal and/or state authorities,  so long as at the time of such
investment  or  contractual  commitment  providing  for  such  investment,  such
depository  institution  or trust company has a short term unsecured debt rating



<PAGE>



of A-1+ or P-1 (or its equivalent) of S&P or Moody's and provided that each such
investment has an original  maturity of no more than 180 days, and (B) any other
demand or time deposit or deposit which is fully insured by the Federal  Deposit
Insurance Corporation;

         (iii)  securities  bearing interest or sold at a discount issued by any
corporation  incorporated  under the laws of the United States of America or any
State  thereof  which  has a long term  unsecured  debt  rating  in the  highest
available rating category of S&P or Moody's at the time of such investment;

         (iv) commercial paper having an original maturity of less than 180 days
and issued by an  institution  having a short term  unsecured debt rating in the
highest  available  rating  category  of S&P or  Moody's  at the  time  of  such
investment;

         (v) a guaranteed  investment contract issued by an insurance company or
other  corporation  having a long term  unsecured debt rating or a claims paying
ability rated in the highest  available rating category of S&P or Moody's at the
time of such investment; and

         (vi) money market funds having ratings in the highest or second highest
available rating category of S&P or Moody's at the time of such investment which
invest only in other  Eligible  Investments;  any such money  market funds which
provide for demand withdrawals being conclusively deemed to satisfy any maturity
requirement for Eligible Investments set forth in this Indenture.

Any  Eligible  Investments  may be purchased by or through the Trustee or any of
its Affiliates.

         "Equipment."  The  equipment  leased to the  Customers  pursuant to the
Lease Contracts.

         "Event of Default."  The meaning specified in Section 6.01 hereof.

         "Final Due Date." With respect to each Lease  Receivable,  the last Due
Date specified in the related Lease Contract.

         "Final Payment Date." The date on which the final principal  payment on
the Notes becomes due and payable as therein or herein provided,  whether at the
Stated Maturity or by acceleration or redemption.

         "Funding  Period." The period  beginning on the Closing Date and ending
on the first to occur of (a) the Subsequent Transfer Date, (b) the date on which
an Event of Default,  a Servicer  Event of Default or a Trigger Event occurs and
(c) the close of business on January 31, 1997.

         "Grant." To grant, bargain, sell, warrant,  alienate,  remise, release,
convey, assign, transfer, mortgage, pledge, create and grant a security interest
in and right of set-off against,  deposit,  set over and confirm. A Grant of the



<PAGE>



Lease Contracts,  the Lease Receivables or of any other instrument shall include
all rights,  powers and options  (but none of the  obligations)  of the Granting
party thereunder,  including,  without limitation,  the immediate and continuing
right to claim,  collect,  receive and  receipt  for  payments in respect of the
Lease Contracts,  the Lease Receivables and the related Equipment,  or any other
payment due thereunder, to give and receive notices and other communications, to
make waivers or other agreements,  to exercise all rights and options,  to bring
proceedings in the name of the Granting party or otherwise,  and generally to do
and receive  anything  which the  Granting  party is or may be entitled to do or
receive thereunder or with respect thereto.

         "Guaranty Amounts." Any and all amounts paid by the guarantor indicated
on the applicable Lease Contract.

         "Holder"  or  "Noteholder."   The  person  in  whose  name  a  Note  or
Certificate is registered in the Note Register.

         "Implicit  Principal Balance." With respect to each Lease Receivable as
of any  Determination  Date,  the present  value of the sum of (i) the remaining
stream of Scheduled Payments due with respect to such Lease Receivable after the
applicable  Calculation  Date  (reduced  by  the  Servicer  Fee)  and  (ii)  the
Calculated  Residual,  based upon  discounting  such  Scheduled  Payments  as so
reduced and upon discounting the Calculated Residual to such Calculation Date at
the Discount Rate, at the same  frequency as the Payment  Dates;  except that on
the  Calculation  Date (w) on or  immediately  following  the  deposit  into the
Collection  Account of  Insurance  Proceeds  equal to the  outstanding  Implicit
Principal  Balance of the related  Lease  Contract,  or the Purchase  Price of a
repurchased  Lease  Contract,  or on or immediately  following the delivery of a
Substitute  Lease  Contract,  (x)  immediately on or after the date that a Lease
Contract has become a Defaulted  Lease Contract,  (y) immediately  preceding the
Final  Payment  Date or (z)  immediately  on or after the date  which is 90 days
after the  Final  Due Date  with  respect  to a Lease  Contract  if the  related
Equipment has not been sold, released or otherwise disposed by the Servicer, the
Implicit  Principal Balance of each such related Lease Receivable shall be zero.
To the extent that the Final Due Date of any Lease  Receivable is later than the
Stated Maturity,  any Scheduled  Payments due on such Lease Receivable after the
Calculation  Date  immediately  preceding the Stated Maturity shall not be taken
into  account  in  calculating  the  Implicit  Principal  Balance  of such Lease
Receivable.

         "Indenture" or "this Indenture." This instrument as originally executed
as  from  time  to  time  supplemented  or  amended  by one or  more  indentures
supplemental  hereto entered into pursuant to the applicable  provisions hereof,
as so  supplemented  or amended.  All references in this Indenture to designated
"Articles,"  "Sections,"   "Subsections"  and  other  subdivisions  are  to  the
designated  Articles,  Sections,  Subsections  and  other  subdivisions  of this
Indenture as originally executed,  or if amended or supplemented,  as so amended
and supplemented.  The words "herein," "hereof,"  "hereunder" and other words of
similar  import,  when not related to a specific  subdivision of this Indenture,
refer to this Indenture as a whole and not to any particular  Article,  Section,
Subsection or other subdivision.



<PAGE>



         "Independent."  When used with  respect to any  specified  Person means
such a Person,  who (1) is in fact independent of the Issuer,  (2) does not have
any direct financial interest or any material indirect financial interest in the
Issuer or in any  Affiliate  of the  Issuer  and (3) is not  connected  with the
Issuer  as  an  officer,  employee,  promoter,  underwriter,  Trustee,  partner,
director, or person performing similar functions. Whenever it is herein provided
that any Independent  Person's opinion or certificate  shall be furnished to the
Trustee,  such Person  shall be appointed by an Issuer Order and approved by the
Trustee in the exercise of  reasonable  care,  and such  opinion or  certificate
shall  state  that the signer  has read this  definition  and that the signer is
Independent within the meaning hereof.

         "Initial Cut-Off Date."  November 1, 1996.

         "Initial Lease  Contract." Any Lease Contact  transferred to the Issuer
and pledged to the Trustee on the Closing Date.

         "Initial Lease  Receivable." The Lease Receivable related to an Initial
Lease Contract.

         "Initial  Payment  Date."  December  15, 1996,  the first  Payment Date
following the Delivery Date.

         "Insurance  Policy."  With respect to an item of Equipment  and a Lease
Contract,  any  insurance  policy  maintained  by the  Customer  pursuant to the
related Lease Contract that covers physical  damage to the Equipment  (including
policies procured by the Issuer or the Servicer on behalf of the Customer).

         "Insurance  Proceeds." With respect to an item of Equipment and a Lease
Contract,  any amount  received  during the  related  Due Period  pursuant to an
Insurance  Policy  issued with respect to such  Equipment  and the related Lease
Contract, net of any costs of collecting such amounts not otherwise reimbursed.

         "Insurer." Any finance company or other insurer providing any Insurance
Policy.

         "Issuer." Sunrise Funding Corporation I, a Minnesota corporation, until
a  successor  Person  shall have become the Issuer  pursuant  to the  applicable
provisions of this Indenture,  and thereafter "Issuer" shall mean such successor
Person.

         "Issuer Order" and "Issuer  Request." A written order or request signed
in the name of the Issuer by its  Chairman  of the Board,  President,  or a Vice
President, and delivered to the Trustee.

         "Lease  Acquisition   Consideration."  The  meaning  specified  in  the
Contribution Agreement.

         "Lease Asset  Assignment."  The Lease Asset  Assignment  and Assumption
Agreement  entered into on the Closing Date in connection  with the execution of
the Contribution Agreement.



<PAGE>



         "Lease  Contract  Files." The  meaning  specified  in the  Contribution
Agreement.

         "Lease  Contracts."  The lease  contracts  (and all rights with respect
thereto,  including  all  guaranties  and other  agreements or  arrangements  of
whatever character from time to time supporting or securing payment of any lease
contract and all rights with respect to any agreements or arrangements  with the
vendors,  dealers or manufacturers  of the Equipment to the extent  specifically
related to any lease  contract)  certain  interests in which are acquired by the
Issuer from time to time pursuant to the  Contribution  Agreement and identified
on the Lease Schedule attached hereto as Schedule A, including  Substitute Lease
Contracts and Subsequent Lease Contracts, and any amendments, riders and annexes
thereto;  provided  that,  from and after  the date on which a Lease  Receivable
relating to a Lease  Contract is purchased or  substituted  by the Issuer or the
Contributor in accordance with Section 4.03 hereof, such Lease Contract shall no
longer constitute a "Lease Contract" for purposes of the Transaction Documents.

         "Lease  Receivables."  With respect to any Lease Contract,  all of, and
the  right to  receive  all of (i) the  Scheduled  Payments,  (ii) any  Guaranty
Amounts,  (iii) any Insurance  Proceeds,  (iv) any Residual Proceeds and (v) any
Recoveries.

         "Lease  Schedule." The listing of Lease Contracts and Lease Receivables
on Schedule A hereto,  which shall  include with respect to each Lease  Contract
listed on such schedule:  (a) a number identifying such Lease Contract,  (b) the
Implicit  Principal  Balance of the related  Lease  Receivable as of the related
Cut-Off Date, (c) the Customer, (d) the State of the Customer's billing address,
(e) the original and remaining  term, (f) the Scheduled  Payment and (g) the zip
code of the Customer's billing address, as such schedule may be amended upon any
purchase or substitution of Lease Contracts made in accordance with the terms of
the Transaction Documents.

         "Lien." Any mortgage, deed of trust, pledge, hypothecation, assignment,
participation or equity interest, deposit arrangement, encumbrance, charge, lien
(statutory  or other),  preferences  priority  or other  security  agreement  or
preferential  arrangement of any kind or nature whatsoever,  including,  without
limitation,  any  conditional  sale or  other  title  retention  agreement,  any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing  and the filing of any financing  statement  under the UCC (other than
any  such  financing  statement  filed  for  informational   purposes  only)  or
comparable law of any jurisdiction to evidence any of the foregoing.

         "Lockbox Account."  The meaning specified in the Servicing Agreement.

         "Mode  Change  Date."  The date on which the mode of the Notes  changes
from a floating  rate of interest to a fixed rate.  Such date shall be specified
in a written  notice from the Holders of a majority in  principal  amount of the
Notes Outstanding to the Issuer, the Servicer and the Trustee.

         "Monthly  Servicer's  Report."  The  report  prepared  by the  Servicer
pursuant to Section 4.01 of the Servicing Agreement.


<PAGE>




         "Moody's."  Moody's  Investors  Service,  Inc.  and its  successors  in
interest.

         "Note" or "Notes." The Lease Receivables-Backed Notes authenticated and
delivered under this Indenture.

         "Noteholder" or "Holder." The Person in whose name a Note is registered
in the Note Register.

         "Note  Interest  Rate." (i) Until the Mode Change Date,  the sum of (a)
the Prime Rate and (b) 0.75% per annum,  and (ii) after the Mode Change  Date, a
fixed rate equal to the Note Interest Rate determined  pursuant to clause (i) in
effect on the Mode Change Date.

         "Note Register" and "Note Registrar." The respective meanings specified
in Section 3.04 hereof.

         "Officer's  Certificate."  A certificate  signed by the Chairman of the
Board,  the President,  a Vice  President,  the Treasurer,  the  Controller,  an
Assistant  Controller  or the  Secretary  of the  company  on whose  behalf  the
certificate is delivered,  and delivered to the Trustee, which certificate shall
comply  with  the  applicable  requirements  of  Section  13.12  hereof.  Unless
otherwise specified, any reference in this Indenture to an Officer's Certificate
shall be to an Officer's Certificate of the Issuer.

         "Opinion of Counsel." A written opinion of Independent counsel who may,
except as otherwise  expressly  provided in this  Indenture,  be counsel for the
Issuer and who shall be reasonably satisfactory to the Trustee and which opinion
shall comply with the applicable requirements of Section 13.12 hereof.

         "Outstanding."   With  respect  to  the  Notes,   as  of  any  date  of
determination,  all Notes  theretofore  authenticated  and delivered  under this
Indenture except:

                  (i)  Notes  theretofore  cancelled  by the Note  Registrar  or
         delivered to the Note Registrar for cancellation;

                  (ii) Notes for whose payment money in the necessary amount has
         been theretofore  irrevocably  deposited with the Trustee or any Paying
         Agent  (other  than the  Issuer) in trust for the Holders of such Notes
         (provided,  however,  that if such Notes are to be redeemed,  notice of
         such  redemption  has been duly given pursuant to this Indenture or any
         provision therefor, satisfactory to the Trustee, has been made); and

                  (iii)  Notes in  exchange  for or in lieu of which other Notes
         have been  authenticated  and  delivered  pursuant  to this  Indenture,
         unless proof  satisfactory  to the Trustee is  presented  that any such
         Notes are held by a bona fide purchaser;

provided,  however,  that for purposes of determining whether the Holders of the
requisite  principal  amount of the  Outstanding  Notes have given any  request,
demand,  authorization,  direction,  notice, consent or waiver hereunder,  Notes



<PAGE>



owned by the Issuer or any other  obligor upon such Notes,  any Affiliate of the
Issuer  or  such  other  obligor  shall  be  disregarded  and  deemed  not to be
Outstanding,  except that, in determining whether the Trustee shall be protected
in relying upon any such  request,  demand,  authorization,  direction,  notice,
consent, or waiver, only such Notes which the Trustee knows to be so owned shall
be so disregarded.

         "Overdue  Payment." With respect to a Due Period and a Delinquent Lease
Contract, all payments due in a prior Due Period that the Servicer receives from
or on behalf of a  Customer  during  such Due  Period on such  Delinquent  Lease
Contract, including any Servicing Charges.

         "Paying  Agent."  The  Trustee  or any  other  Person  that  meets  the
eligibility  standards  for the Trustee  specified in Section 7.08 hereof and is
authorized  by the  Issuer  pursuant  to  Section  11.15(o)  hereof  to pay  the
principal of, or interest on, any Notes on behalf of the Issuer.

         "Payment  Date." The fifteenth  day of each calendar  month (or if such
day is not a Business Day, the next  succeeding  Business Day) commencing on the
Initial Payment Date.

         "Person."  Any  individual,  corporation,   partnership,   association,
joint-stock company,  trust (including any beneficiary thereof),  unincorporated
organization or government or any agency or political subdivision thereof.

         "Placement  Agent."  Dougherty  Dawkins,  Inc.  and its  successors  in
interest.

         "Pre-Funded Amount."  $7,000,000.

         "Pre-Funding   Account."  The  trust  account  created  and  maintained
pursuant to Section 12.03 hereof.

         "Prime  Rate." The prime rate per annum of  interest  as  announced  by
First Bank National Association.

         "Principal Distribution Amount." With respect to each Payment Date, (a)
for any  Payment  Date  prior to the  Stated  Maturity,  an amount  equal to the
Available Cash and (b) on the Stated Maturity,  an amount equal to the aggregate
principal amount of Outstanding Notes as of such date.

         "Proceeding."  Any suit in equity,  action at law or other  judicial or
administrative proceeding.

         "Purchase and Substitution Limit." With respect to the Lease Contracts,
15% of the Aggregate Implicit Principal Balance.

         "Purchase  Price."  With  respect  to any Lease  Contract  or  interest
therein for which  payment has been made in order to repurchase or have released



<PAGE>



from the lien of the  Trustee,  pursuant  to  Section  3.03 of the  Contribution
Agreement,  Section  4.03(d) hereof or Section 3.10 of the Servicing  Agreement,
the  sum of (i)  the  Implicit  Principal  Balance  as of the  Calculation  Date
immediately  succeeding the date on which such Lease Contract is repurchased and
(ii) any Scheduled  Payments with respect to the Lease  Contract due on or prior
to such Calculation Date, but not received through such date.

         "Record  Date."  The  close of  business  on the last day of the  month
preceding the  applicable  Payment Date,  whether or not a Business Day,  except
with respect to the Initial Payment Date for the Notes, the Record Date shall be
the Delivery Date.

         "Recoveries."  For any Due Period occurring during or after the date on
which any Lease Contract  becomes a Defaulted Lease Contract and with respect to
such Defaulted Lease Contract,  all payments that the Servicer  received from or
on behalf of a Customer  during  such Due  Period in  respect of such  Defaulted
Lease  Contract or from  liquidation  or  re-leasing  of the related  Equipment,
including  but not limited to Scheduled  Payments,  Overdue  Payments,  Guaranty
Amounts,  and Insurance  Proceeds,  as reduced by (i) any unreimbursed  Servicer
Advances with respect to such Lease  Contract and (ii) any  reasonably  incurred
out-of-pocket  expenses  incurred by the  Servicer in enforcing  such  Defaulted
Lease Contract.

         "Redemption Date."  A date fixed pursuant to Section 10.01 hereof.

         "Redemption  Price." With respect to any Note, and as of any Redemption
Date,  the  Outstanding  principal  amount of such Note,  together with interest
accrued  thereon  through the Redemption  Date at the related Note Interest Rate
(exclusive of installments of interest and principal maturing on or prior to the
Redemption  Date,  payment of which shall have been made or duly provided for to
the Holder of such Note on the applicable  Record Date or as otherwise  provided
in this Indenture).

         "Redemption Record Date." With respect to any redemption of any Note, a
date fixed pursuant to Section 10.01 hereof.

         "Registered Holder." The Person whose name appears on the Note Register
on the applicable Record Date or Redemption Record Date.

         "Reinvestment  Income." Any interest or other earnings earned on all or
part of the Trust Estate.

         "Residual  Proceeds."  With respect to a Lease  Contract  that is not a
Defaulted Lease Contract and the related Equipment,  the net proceeds (including
Insurance Proceeds) of any sale, re-lease (including any lease renewal) or other
disposition of such Equipment.

         "Responsible  Officer."  When used with  respect  to the  Trustee,  any
officer assigned to the Corporate Trust  Department (or any successor  thereto),
including any Vice President, Assistant Vice President, Trust Officer, Assistant
Secretary or any other officer of the Trustee customarily  performing  functions



<PAGE>



similar to those  performed by any of the above  designated  officers and having
direct  responsibility for the administration of this Indenture,  and also, with
respect  to a  particular  matter,  any other  officer  to whom  such  matter is
referred  because  of such  officer's  knowledge  of and  familiarity  with  the
particular subject.

         "Sale."  The meaning specified in Section 6.18 hereof.

         "Scheduled  Payment."  With  respect  to a  Payment  Date  and a  Lease
Contract,  the sum of the periodic payment  (exclusive of any amounts in respect
of taxes) set forth in such Lease  Contract due from the Customer in the related
Due Period,  calculated  without regard to any modification  granted pursuant to
Section 3.01(b)(v) of the Servicing Agreement.

         "Scheduled Payment Date": With respect to any Lease Contract,  the date
payments are due from the lessee thereunder.

         "Servicer." Initially,  Sunrise Leasing Corporation,  and any successor
Servicer appointed pursuant to Section 6.02 of the Servicing Agreement.

         "Servicer  Advance."  The  meaning  set  forth in  Section  3.04 of the
Servicing Agreement.

         "Servicer  Fee." $10.00 per Lease Contract per Scheduled  Payment,  the
amount payable to the Servicer as the Servicer Fee on each Payment Date.

         "Servicing Agreement." The Servicing Agreement, dated as of November 1,
1996,  by and among the Issuer,  the  Servicer  and the  Trustee,  as amended or
supplemented from time to time.

         "Servicing  Charges."  The sum of (i) all late payment  charges paid by
Customers on Delinquent  Lease  Contracts after payment in full of any Scheduled
Payments  due in a prior Due Period and  Scheduled  Payments for the related Due
Period and (ii) any other  incidental  charges or fees received from a Customer,
including,  but not  limited to, late fees,  collection  fees and bounced  check
charges.

         "Servicing Officers." The meaning set forth in the Servicing Agreement.

         "S & P." Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies,  Inc., a  corporation  organized  and existing  under the laws of the
State of Delaware, and its successors in interest.

         "State."  Any state of the United  States of America  and, in addition,
the District of Columbia and Puerto Rico.

         "Stated Maturity."  January 1, 2000.

         "Subsequent Cut-Off Date." The Cut-Off Date specified in the Subsequent
Lease Assignment Agreement.


<PAGE>




         "Subsequent  Lease  Assignment  Agreement." The Subsequent  Lease Asset
Assignment  and Assumption  Agreement,  pursuant to which the  Contributor  will
transfer the Subsequent  Lease Contracts and related assets to the Issuer on the
Subsequent Transfer Date.

         "Subsequent Lease Contract." A Lease Contract transferred to the Issuer
on the Subsequent Transfer Date.

         "Subsequent  Lease  Receivable."  The Lease  Receivable  relating  to a
Subsequent Lease Contract.

         "Subsequent Transfer Date." The date, if any, during the Funding Period
on which the Contributor transfers additional Lease Contracts, Lease Receivables
and the related  Equipment  to the Issuer for pledge to the Trustee  pursuant to
the Transaction Documents.

         "Substitute  Lease Contract." The meaning specified in the Contribution
Agreement.

         "Transaction  Documents." This Indenture,  the Servicing Agreement, the
Contribution Agreement and the Notes.

         "Trigger  Event." Any of the following  events as of any  Determination
Date:  (1) the sum of the  Scheduled  Payments  which were not  received  by the
Servicer  within 60 days of when due and which  remain  unpaid as of the related
Calculation  Date  divided by the sum of the  Scheduled  Payments due during the
related Due Period  exceeds 9.0%;  (2) the  aggregate of the Implicit  Principal
Balances of the Lease Contracts which are Defaulted  Contracts as of the related
Calculation Date divided by the Aggregate  Implicit  Principal Balance as of the
related  Calculation  Date exceeds  3.0%;  (3) there occurs a Servicer  Event of
Default pursuant to Section  6.01(a)(vii) or (viii) of the Servicing  Agreement;
(4)  the net  worth  of the  Servicer  as of its  latest  audited  or  unaudited
financial  statements  shall be less  than  $10  million;  or (5) the  aggregate
Residual  Proceeds  received by the  Servicer  from the Closing Date through the
related  Calculation Date divided by the aggregate  Calculated Residual for each
item of Equipment for which the Servicer has received  Residual Proceeds is less
than 110%.

         "Trustee."  Norwest  Bank  Minnesota,  National  Association,  until  a
successor  Person  shall have  become the  Trustee  pursuant  to the  applicable
provisions of this Indenture, and thereafter "Trustee" shall mean such successor
Person.

         "Trust  Estate." The meaning  specified in the Granting  Clause of this
Indenture.

         "Trustee  Fee." The fee payable on each  Payment Date to the Trustee in
consideration  for the  Trustee's  performance  of its duties  pursuant  to this
Indenture as Trustee,  in an amount equal to the product of  one-twelfth  of the
Trustee Fee Rate and on any Payment  Date,  the  aggregate  principal  amount of
Outstanding  Notes  on  the  preceding  Payment  Date  after  giving  effect  to
distributions  on such date (or, in the case of the Initial  Payment  Date,  the
initial aggregate principal amount of the Notes).

         "Trustee Fee Rate."  $12,000 per annum.


<PAGE>




         "UCC." The  Uniform  Commercial  Code as it may from time to time be in
effect in the applicable State.

         "Vendor  Agreements." The agreements  relating to the Equipment between
the  manufacturer of the Equipment and the Contributor or one of its Affiliates,
together with all amendments and supplements thereto.

         "Vice  President." With respect to the Issuer or the Trustee,  any vice
president, whether or not designated by a number or a word or words added before
or after the title "vice president."

                                   Article Two

                                    Note Form

         Section  2.01.  Forms.  The  Notes  together  with the  certificate  of
authentication  shall be in  substantially  the  forms  set  forth in  Exhibit D
hereto,  with such appropriate  insertions,  omissions,  substitutions and other
variations  as are required or permitted  by this  Indenture,  and may have such
letters,   numbers  or  other  marks  of  identification  and  such  legends  or
endorsements placed thereon, as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of such Notes.

         The definitive  Notes shall be  typewritten,  printed,  lithographed or
engraved or  produced  by any  combination  of these  methods on steel  engraved
borders or may be  produced  in any manner  acceptable  to the  Trustee  and the
initial  purchasers of the Notes,  all as  determined by the officers  executing
such Notes, as evidenced by their execution of such Notes.

                                  Article Three

                                    The Notes

         Section 3.01.  Denomination.  The aggregate  principal  amount of Notes
which may be  authenticated  and delivered under this Indenture is limited to an
aggregate  principal amount of $20,000,000  (except for Notes  authenticated and
delivered upon  registration of transfer or in exchange for or in lieu of, other
Notes pursuant to Sections 3.03, 3.04, 3.06 or 9.05 hereof).  The Notes shall be
issuable  only as  registered  Notes  without  coupons in the  denominations  of
$100,000  and any  integral  multiple  of $1,000 in  excess  thereof;  provided,
however,  that,  the  foregoing  shall not  restrict or prevent the  transfer in
accordance  with  Sections  3.04 and 3.05  hereof of any Note  with a  remaining
outstanding principal amount of less than $100,000.

         Section 3.02. Execution, Authentication, Delivery and Dating. The Notes
shall be  executed on behalf of the Issuer by its  President  or one of its Vice
Presidents  under its  corporate  seal  imprinted  (if it has one) or  otherwise
reproduced thereon. The signature of these officers on the Notes must be manual.


<PAGE>




         Notes bearing the manual signatures of individuals who were at any time
the proper  officers of the Issuer shall bind the Issuer,  notwithstanding  that
such  individuals  or any of them have ceased to hold such offices  prior to the
authentication  or delivery of such Notes or did not hold offices at the date of
authentication or delivery of such Notes.

         Each Note shall bear on its face the  Delivery  Date and be dated as of
the date of its authentication.

         No Note shall be  entitled to any benefit  under this  Indenture  or be
valid or  obligatory  for any  purpose,  unless  there  appears  on such  Note a
certificate  of  authentication  substantially  in the form  provided for herein
executed by the Trustee or by any  Authenticating  Agent by the manual signature
of one of its authorized  officers,  and such certificate upon any Note shall be
conclusive  evidence,  and the only  evidence,  that  such  Note  has been  duly
authenticated and delivered hereunder.

         Section 3.03.  Temporary  Notes.  Pending the preparation of definitive
Notes,  the Issuer  may  execute,  and upon  Issuer  Order,  the  Trustee  shall
authenticate  and  deliver,  temporary  Notes which are  printed,  lithographed,
typewritten,   mimeographed  or  otherwise   produced,   in  any   denomination,
substantially  of the tenor of the  definitive  Notes in lieu of which  they are
issued  and with  such  variations  as the  officers  executing  such  Notes may
determine, as evidenced by their execution of such Notes.

         If temporary Notes are issued,  the Issuer will cause  definitive Notes
to be prepared without  unreasonable  delay. After the preparation of definitive
Notes,  the temporary  Notes shall be  exchangeable  for  definitive  Notes upon
surrender  of the  temporary  Notes at the  office or agency of the Issuer to be
maintained as provided in Section 11.02(n) hereof, without charge to the Holder.
Upon surrender for  cancellation of any one or more temporary  Notes, the Issuer
shall  execute  and the  Trustee  shall  authenticate  and  deliver in  exchange
therefor one or more definitive Notes of any authorized  denominations  and of a
like initial aggregate principal amount and Stated Maturity. Until so exchanged,
the temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as definitive Notes.

         Section 3.04. Registration,  Registration of Transfer and Exchange. (a)
The Issuer shall cause to be kept initially at the Corporate Trust Office of the
Trustee a register (the "Note Register"),  in which,  subject to such reasonable
regulations as it may prescribe,  the Issuer shall provide for the  registration
of Notes and the  registration  of transfers of Notes.  Norwest Bank  Minnesota,
National Association, Sixth Street and Marquette Avenue, Minneapolis,  Minnesota
55479-0070,  is hereby appointed "Note Registrar" for the purpose of registering
Notes and  transfers  of Notes as herein  provided.  The Trustee  shall have the
right to rely  conclusively  upon a certificate  of the Note Registrar as to the
names and  addresses of the holders of the Notes and the  principal  amounts and
numbers of such Notes as held. Upon request of any Holder, the Trustee shall, to
the extent it may  lawfully do so,  furnish such Holder with a list of the names
and  addresses  of all  Holders  entered  on the Note  Register  indicating  the
principal amount and serial number, if any, of each Note held by each Holder.


<PAGE>




         (b) Upon  surrender  for  registration  of  transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section  11.02(n)
hereof and  subject to the  conditions  set forth in Section  3.05  hereof,  the
Issuer  shall  execute,  and the  Trustee or its agent  shall  authenticate  and
deliver,  in the name of the designated  transferee or transferees,  one or more
new Notes of any authorized  denominations,  and of a like  aggregate  principal
amount and Stated Maturity.

         (c) At the option of the Holder, Notes may be exchanged for other Notes
of any authorized  denominations  and of a like aggregate  principal  amount and
Stated  Maturity,  upon surrender of the Notes to be exchanged at such office or
agency.  Whenever any Notes are so  surrendered  for exchange,  the Issuer shall
execute,  and the Trustee or its agent shall authenticate and deliver, the Notes
which the Noteholder making the exchange is entitled to receive.

         (d) All Notes issued upon any  registration  of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt and
entitled to the same benefits  under this  Indenture,  as the Notes  surrendered
upon such registration of such transfer or exchange.

         Every Note presented or  surrendered  for  registration  of transfer or
exchange  shall (if so  required  by the Issuer or the Note  Registrar)  be duly
endorsed  or  be  accompanied  by a  written  instrument  of  transfer  in  form
satisfactory  to the Issuer and the Note Registrar duly executed,  by the Holder
thereof or his attorney duly authorized in writing.

         No service  charge  shall be made to a Holder for any  registration  of
transfer  or  exchange  of Notes,  but the Issuer may  require  payment of a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any  registration  of transfer or exchange of Notes,  other than
exchanges pursuant to Section 3.03 or 9.05 hereof not involving any registration
of transfer.

         Notwithstanding  anything  else  to  the  contrary  contained  in  this
Indenture,  the obligation of the Issuer to pay the principal of and interest on
the Notes is not a general  obligation of the Issuer,  but is limited  solely to
the Collateral pledged under this Indenture.

         Section 3.05.  Limitation on Transfer and Exchange.  The Notes will not
be registered  or qualified  under the  Securities  Act of 1933, as amended (the
"1933 Act"),  or the securities laws of any State. No transfer of any Note shall
be made unless that  transfer  is made in a  transaction  which does not require
registration  or  qualification  under  the 1933 Act or under  applicable  State
securities laws. In the event that a transfer is to be made without registration
or  qualification,  such  Noteholder's  prospective  transferee shall either (i)
deliver to the Trustee an investment letter  substantially in the form set forth
on Exhibit A hereto (the "Investment  Letter") or (ii) deliver to the Trustee an
opinion of counsel  that the  transfer  is exempt from the 1933 Act and will not
result in the Issuer being required to register as an "investment company" under
the  Investment  Company  Act of 1940,  as  amended.  Neither the Issuer nor the
Trustee is  obligated to register or qualify the Notes under the 1933 Act or any
other securities law.


<PAGE>




         No  transfer  or  exchange  of any Note  shall be made if,  after  such
transfer,  there would be more than 100 beneficial owners (within the meaning of
the  Investment  Company Act of 1940,  as  amended)  of (i) the Notes,  (ii) the
membership  interests and (iii) all other securities of the Issuer. For purposes
of  determining  whether after a transfer of a Note there would be more than 100
beneficial owners of the securities of the Issuer for purposes of the Investment
Company Act of 1940, as amended, the Trustee shall rely upon the representations
of each Holder contained in the Investment Letter and upon information  provided
by the Issuer to the Trustee.  At the request of the  Trustee,  the Issuer shall
promptly  provide  the  Trustee  with the  number  of  beneficial  owners of all
securities of the Company (except, so long as the Trustee is the Note Registrar,
the Notes); provided, however, that in determining the number of such beneficial
owners,  the Issuer may rely upon the  representations of such beneficial owners
contained  in any letter  delivered to the Issuer in  connection  with each such
beneficial  owner's  acquisition of such security.  The Issuer shall deliver any
such letter to the Trustee.

         The  Trustee  shall  have  no  liability  to the  Trust  Estate  or any
Noteholder  arising  from a  transfer  of  any  such  Note  in  reliance  upon a
certification described in this Section 3.05.

         Section 3.06.  Mutilated,  Destroyed,  Lost or Stolen Notes. If (i) any
mutilated  Note is surrendered to the Note  Registrar,  or the Trustee  receives
evidence to its satisfaction of the destruction,  loss or theft of any Note, and
(ii) there is  delivered  to the Trustee  such  security or  indemnity as may be
required  by the  Trustee to save the Issuer and the Trustee or any agent of any
of them  harmless,  then,  in the  absence  of notice to the  Issuer or the Note
Registrar that such Note has been acquired by a bona fide purchaser,  the Issuer
shall execute and, upon its request, the Trustee shall authenticate and deliver,
in  exchange  for or in lieu of any such  mutilated,  destroyed,  lost or stolen
Note,  a new  Note of the  same  tenor,  initial  principal  amount  and  Stated
Maturity,  bearing  a number  not  contemporaneously  outstanding.  If after the
delivery of such new Note, a bona fide purchaser of the original Note in lieu of
which such new Note was issued  presents for payment  such  original  Note,  the
Issuer and the  Trustee  shall be  entitled  to  recover  such new Note from the
person to whom it was  delivered or any person taking  therefrom,  except a bona
fide purchaser,  and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss,  damage,  cost or expenses incurred
by the  Issuer  or the  Trustee  or any  agent  of  any of  them  in  connection
therewith.  If any such  mutilated,  destroyed,  lost or stolen  Note shall have
become or shall be about to become due and payable, or shall have become subject
to  redemption in full,  instead of issuing a new Note,  the Issuer may pay such
Note  without  surrender  thereof,  except  that  any  mutilated  Note  shall be
surrendered.

         Upon the issuance of any new Note under this Section  3.06,  the Issuer
may  require  the  payment  of a sum  sufficient  to  cover  any  tax  or  other
governmental  charge  that may be  imposed  in  relation  thereto  and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Note issued  pursuant to this  Section  3.06,  in lieu of any
destroyed,  lost  or  stolen  Note,  shall  constitute  an  original  additional
contractual  obligation  of the Issuer,  whether or not the  destroyed,  lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately  with any and all
other Notes duly issued hereunder.


<PAGE>



         The  provisions of this Section 3.06 are  exclusive and shall  preclude
(to the  extent  lawful)  all other  rights  and  remedies  with  respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         'Section  3.07.  Payment  of  Principal  and  Interest;  Principal  and
Interest  Rights  Preserved'.  (a) The Notes  shall bear  interest on the unpaid
principal  amount  thereof from and including the Closing Date at the applicable
Note  Interest  Rate  (calculated  on the basis of a 360-day year and the actual
number of days  elapsed  when the Note  Interest  Rate is a floating  rate,  and
calculated  on the basis of a 360-day  year  consisting  of 12 months of 30 days
each when the Note Interest  Rate is a fixed rate)  through the day  immediately
preceding the Initial  Payment Date and  thereafter,  monthly from and including
the most recent Payment Date through and including the day immediately preceding
the next  Payment  Date,  and (to the extent that the  payment of such  interest
shall be legally  enforceable)  on any overdue  installment of interest from the
date such interest became due and payable (giving effect to any applicable grace
periods provided herein) until fully paid.  Interest shall be due and payable in
arrears on each  Payment  Date,  with each  payment of  interest  calculated  as
described above on the unpaid principal  amount of the Outstanding  Notes on the
immediately preceding Payment Date (after the distributions on the Notes on such
date) or, with respect to interest  payable on the Initial  Payment Date, on the
principal  amount  of the  Outstanding  Notes on the  Delivery  Date;  provided,
however,  that in making any interest payment, if the interest  calculation with
respect to any Note shall  result in a portion of such  payment  being less than
$.01,  then such payment  shall be decreased to the nearest  whole cent,  and no
subsequent adjustment shall be made in respect thereof.

         (b) The principal of each Note shall be payable in installments  ending
no later than the Stated Maturity unless such Note becomes due and payable at an
earlier date by declaration of  acceleration,  call for redemption or otherwise.
All  reductions  in the  principal  amount of any Note  effected  by payments of
installments  of  principal  made on any Payment  Date shall be binding upon all
future  Holders of such Note and of any Note  issued  upon the  registration  of
transfer thereof or in exchange therefor or in lieu thereof, whether or not such
payment is noted on such Note.  Each  installment  of  principal  payable on the
Notes shall be in an amount  equal to the  Principal  Distribution  Amount.  The
principal  payable on the Notes shall be paid on each Payment Date  beginning on
the Initial Payment Date and ending on the Final Payment Date for the Notes on a
pro rata basis based upon the face amount of each Note; provided,  however, that
if as a result of such proration a portion of such principal  would be less than
$.01,  then such payment shall be decreased to the nearest whole cent,  and such
portion shall be applied to the next succeeding principal payment.

         (c) The  principal  of and  interest  on the Notes are payable by check
mailed by  first-class  mail to the Person whose name appears as the  Registered
Holder of such Note on the Note  Register  at the  address of such  Person as it
appears on the Note  Register  or, if requested  by such  Registered  Holder who
holds Notes in an aggregate  principal  amount  greater than  $500,000,  by wire
transfer in immediately  available funds to the account  specified in writing to



<PAGE>



the Trustee by such  Registered  Holder at least five Business Days prior to the
Record Date for the Payment Date on which wire transfers will commence,  in such
coin or  currency  of the United  States of America as at the time of payment is
legal tender for the payment of public and private debts. Except as set forth in
the final sentence of this Section  3.07(c),  all payments on the Notes shall be
paid without any requirement of presentment. The Issuer shall notify the Trustee
at the close of business on the Record Date next  preceding  the Payment Date on
which the Issuer  expects that the final  installment  of principal of such Note
will be paid that the Issuer expects that such final installment will be paid on
such Payment  Date.  In addition,  the Issuer shall  specify the place or places
where any Note may be presented and  surrendered  for final  payment.  Notice of
final  payment on any Note shall be mailed by the  Trustee to the Holder of such
Note in accordance with Section  12.05(a)  hereof.  Funds  representing any such
checks returned undeliverable shall be held in accordance with Section 11.02(o).
Each Noteholder  shall surrender its Note to the Trustee prior to payment of the
final installment of principal of such Note.

         Section  3.08.  Persons  Deemed  Owner.  Prior to due  presentment  for
registration  of transfer of any Note, the Issuer,  the Trustee and any agent of
the  Issuer or the  Trustee  shall  treat the  Person in whose  name any Note is
registered  as the owner of such Note for the purpose of  receiving  payments of
principal  of and interest on such Note and for all other  purposes  whatsoever,
whether or not such Note be overdue, and neither the Issuer, the Trustee nor any
agent of the Issuer or the Trustee shall be affected by notice to the contrary.

         Section 3.09.  Cancellation.  All Notes  surrendered to the Trustee for
payment,  registration of transfer or exchange  (including Notes  surrendered to
any Person other than the Trustee which shall be delivered to the Trustee) shall
be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of
or in exchange for any Notes cancelled as provided in this Section 3.09,  except
as  expressly  permitted  by this  Indenture.  All  cancelled  Notes held by the
Trustee  shall be disposed of by the Trustee as is  customary  with its standard
practice, and the Trustee shall so certify such disposal to the Issuer.

                                  Article Four

             Original Issuance of Notes; Substitutions of Collateral

         Section 4.01. Conditions to Original Issuance of Notes. (a) The Trustee
shall,  upon receipt of, and in  accordance  with,  an Issuer Order and upon the
satisfaction  of the  conditions set forth below,  authenticate  and deliver the
Notes on the Delivery Date. The  Outstanding  Notes shall be equally and ratably
entitled,  with all other  Notes as  provided  herein,  to the  benefits of this
Indenture without  preference,  priority or distinction,  all in accordance with
the terms and provisions of this Indenture.

         (b) The obligation of the Trustee to authenticate,  execute and deliver
the Notes is subject to the satisfaction of the following conditions:

                  (i)  the  Issuer   shall  have   executed   the  Notes  to  be
         authenticated  and  delivered  on the  Delivery  Date  and  shall  have
         delivered such Notes to the Trustee on or prior to the Delivery Date;


<PAGE>




                  (ii) the Issuer shall have  delivered to the Trustee (A) on or
         prior to the Delivery Date the original  executed  counterpart  of each
         Lease Contract  constituting  "chattel  paper" for purposes of Sections
         9-105(1)(b),  9-305  and  9-308  of the  UCC  identified  in the  Lease
         Schedule on the Closing Date;  and (B) the Lease Contract File relating
         to such Lease Contract;

                  (iii) the Issuer and the Servicer  shall have delivered to the
         Trustee on or prior to the Delivery Date an Officer's Certificate dated
         as of the  Delivery  Date  of  each of the  Issuer  and  the  Servicer,
         stating,  as  applicable,  that (A) such Person is not in Default under
         this Indenture or the Servicing  Agreement and that the issuance of the
         Notes will not result in any breach of any of the terms,  conditions or
         provisions of, or constitute a default under, such Person's certificate
         of  incorporation,   by-laws  or  other  organizational  documents,  as
         applicable, or any material indenture, mortgage, deed of trust or other
         agreement or  instrument to which such Person is a party or by which it
         is bound, or any order of any court or administrative agency entered in
         any  proceeding  to which such  Person is a party or by which it may be
         bound  or to  which it may be  subject;  and (B)  that  all  conditions
         precedent provided in this Indenture relating to the authentication and
         delivery of the Notes have been complied with;

                  (iv) each of the Issuer and the Servicer  shall have delivered
         to the Trustee on or prior to the Delivery  Date a Board  Resolution of
         its board of  directors  authorizing,  as  applicable,  the  execution,
         delivery and  performance of this  Indenture and the other  Transaction
         Documents  and  the  transactions   contemplated  hereby  and  thereby,
         certified by an officer of the Issuer or the Servicer, as applicable;

                  (v) each of the Issuer and the Servicer  shall have  delivered
         to the Trustee on or prior to the Delivery Date a copy of an officially
         certified  document,  dated not more than 30 days prior to the Delivery
         Date, evidencing its due organization and good standing;

                  (vi) each of the Issuer and the Servicer  shall have delivered
         to the Trustee on or prior to the  Delivery  Date copies of its charter
         and by-laws certified by its Secretary or an Assistant Secretary;

                  (vii) the Servicer  shall have  delivered to the Trustee on or
         prior to the Delivery Date a certificate listing the Servicing Officers
         of the Servicer as of the Delivery Date; and

                  (viii) the Issuer  shall have  delivered  to the Trustee on or
         prior to the Delivery Date an executed copy of the Servicing  Agreement
         and the  Contribution  Agreement  and all  amendments  and  supplements
         thereto.

         Section 4.02.  Security for Notes. (a) Filing. The Issuer shall deliver
to the Trustee, within 10 days of the Delivery Date, evidence of filing with the
Secretary of State of the State of the Issuer's chief executive  office of UCC-1
financing  statements  executed by the Issuer, as debtor, and naming the Trustee



<PAGE>



for the benefit of the  Noteholders  as secured  party,  and the Trust Estate as
collateral.  From time to time, the Servicer shall, at its own expense,  take or
cause to be taken such  actions and execute such  documents as are  necessary to
perfect and protect the Trustee's  interests in the Lease  Contracts,  the Lease
Receivables  and the Equipment  against all other  Persons,  including,  without
limitation,   the  filing  of  financing  statements,   amendments  thereto  and
continuation statements, the execution of transfer instruments and the making of
notations on or taking possession of all records or documents of title.

         (b) Name  Change or  Relocation.  If any change in the  Issuer's  name,
identity,  structure or the location of its principal place of business or chief
executive  office  occurs,  then the Issuer shall deliver 30 days' prior written
notice of such change or relocation to the Servicer and the Trustee and no later
than the effective  date of such change or  relocation,  the Servicer shall file
such  amendments  or  statements  as may be required to preserve and protect the
Trustee's interests in the Trust Estate.

         (c) Chief  Executive  Office.  During the term of this  Indenture,  the
Issuer will maintain its chief executive  office and principal place of business
in one of the States of the United States.

         (d) Costs and Expense.  The Servicer agrees to pay all reasonable costs
and  disbursements  in connection  with the  perfection  and the  maintenance of
perfection,  as against all third  parties,  of the Trustee's  right,  title and
interest in and to the Trust Estate.

         Section 4.03 Substitution and Purchase of Lease Receivables.  (a) If at
any time the Issuer or the  Trustee  obtains  knowledge  (within  the meaning of
7.01(e)  hereof),  discovers  or is  notified  by the  Servicer  that any of the
representations and warranties of the Contributor in the Contribution  Agreement
were incorrect at the time as of which such  representations and warranties were
made, then the Person discovering such defect,  omission,  or circumstance shall
promptly notify the other parties to this Indenture.

         (b) In the event any  representation  or warranty of the Contributor in
the Contribution Agreement is incorrect and materially and adversely affects the
value  of a  Lease  Contract,  the  related  Lease  Receivable  or  the  related
Equipment,  or the interests of the Holders of the Notes, or in the event of any
breach  of any of the  representations  and  warranties  set  forth in  Sections
3.01(a)(ii),  3.01(a)(v),  3.01(a)(vii) or  3.01(a)(xviii)  of the  Contribution
Agreement,  then the  Issuer  shall  require  the  Contributor  pursuant  to the
Contribution  Agreement  to  eliminate or  otherwise  cure the  circumstance  or
condition  which has caused such  representation  or  warranty  to be  incorrect
within 30 days of discovery or notice thereof.  If the  Contributor  fails or is
unable  to  cure  such   circumstance   or  condition  in  accordance  with  the
Contribution  Agreement  then  the  Issuer  shall  require  the  Contributor  to
substitute  or  purchase  pursuant  to  the  Contribution  Agreement  any  Lease
Receivable  related to any Lease  Contract  as to which such  representation  or
warranty  is  incorrect  within  the  time  specified  in  Section  3.03  of the
Contribution  Agreement.  The  proceeds  of a purchase  shall be remitted by the
Issuer to the  Servicer for deposit by the  Servicer in the  Collection  Account
pursuant to Section 3.03(a) of the Contribution Agreement.



<PAGE>



         (c) If a Responsible Officer of the Trustee receives written notice of,
or to the extent a Responsible  Officer of the Trustee has actual  knowledge of,
any failure of the Issuer to enforce the purchase or substitution  obligation of
the Contributor  under the Contribution  Agreement,  the Trustee shall so notify
each Noteholder.  The Trustee shall be responsible for enforcing such obligation
of the  Contributor  if so directed by a majority  in  principal  balance of the
Noteholders.

         (d) With respect to (i) any Lease  Contract to be prepaid or terminated
early pursuant to Section 3.10 of the Servicing Agreement and (ii) any Defaulted
Lease  Contract or Delinquent  Lease  Contract,  the Issuer shall be entitled to
purchase  the Lease  Receivable  related to such Lease  Contract or to deliver a
Substitute Lease Receivable  meeting the same requirements as those specified in
Section 3.04 of the Contribution  Agreement for  substitutions  and purchases by
the Contributor upon breaches of a representation or warranty by the Contributor
thereunder;  provided,  however,  that  the sum of (A) the  cumulative  Implicit
Principal  Balance of  prepaid or early  terminated  Lease  Contracts  which are
substituted by the Issuer (measured as of the date of substitution)  and (B) the
cumulative   Implicit   Principal  Balance  of  Defaulted  Lease  Contracts  and
Delinquent  Lease  Contracts  which are purchased or  substituted  by the Issuer
(measured  as of the date of  substitution)  shall not exceed the  Purchase  and
Substitution Limit.

         (e) The Issuer shall  provide to the  Trustee,  or with respect to item
(ii) below the Trustee, on the date of delivery of any Substitute Lease Contract
the items listed in (i) and (ii) below and, at the end of each calendar quarter,
the items listed in (iii) below with respect to any Substitute  Lease  Contracts
substituted during such period:

                  (i) a supplement to the Contribution  Agreement  substantially
         in the form of Annex A to the  Contribution  Agreement  and  Exhibit  B
         hereto,  subjecting  such  Substitute  Lease Contract to the provisions
         thereof and hereof and providing with respect to such Substitute  Lease
         Contract the information set forth in the Lease Schedule;

                  (ii) the original  executed  counterpart of the Lease Contract
         and the Lease Contract File relating to such Substitute Lease Contract;
         and

                  (iii) evidence that UCC financing  statements  have been filed
         with  respect to such  Substitute  Lease  Contract in  accordance  with
         Section 4.02 hereof.

         Section  4.04.  Releases.  (a) The Issuer shall be entitled to obtain a
release  from the lien of this  Indenture  for any Lease  Contract,  the related
Lease  Receivable  and the related  Equipment at any time (i) after a payment by
the  Contributor  or the Issuer of the Purchase  Price of the Lease  Receivable,
(ii) after a Substitute  Lease Contract is substituted  for such Lease Contract,
or (iii) upon the  termination of a Lease  Contract  following the sale or other
disposition  (but not a re-lease) of the related  Equipment in  accordance  with
Section 3.01(b)(vii) of the Servicing  Agreement,  if the Issuer delivers to the
Trustee an Officer's  Certificate (A)  identifying the Lease  Receivable and the
related Lease Contract and Equipment to be released,  (B) requesting the release



<PAGE>



thereof,  (C) setting forth the amount deposited in the Collection  Account with
respect thereto, in the event a Lease Contract, the related Lease Receivable and
the  related  Equipment  are  being  released  from the  lien of this  Indenture
pursuant to (i) or (iii) above,  and (D) certifying that the amount deposited in
the Collection  Account  equals (x) the Purchase  Price of the Lease  Receivable
related to such Lease Contract, in the event a Lease Contract, the related Lease
Receivable  and the related  Equipment are being  released from the lien of this
Indenture  pursuant to (i) above or (y) in the event of a release  from the lien
of this  Indenture  pursuant to (iii) above,  the entire amount of Recoveries or
Residual  Proceeds  received  with respect to such Lease  Contract,  the related
Lease  Receivable  and  related  Equipment;  provided,  however,  that  upon the
termination  of a  Lease  Contract,  any  residual  proceeds  from  the  related
Equipment shall be placed in the Collection  Account prior to the Trustee or the
Issuer releasing the Equipment from the security interest granted to the Trustee
by the Issuer  pursuant to this  Indenture  or to the Issuer by the  Contributor
pursuant to the Contribution Agreement.

         (b) Upon  satisfaction  of the  conditions  specified in subsection (a)
above or upon satisfaction of the Issuer's obligations under Section 4.03 hereof
with respect to a Lease  Contract,  the Trustee  shall  release from the lien of
this Indenture the Lease Contract,  the related Lease Receivable and the related
Equipment described in the Issuer's request for release and shall deliver, to or
upon the order of the Issuer, such Lease Contract and the related Lease Contract
File.

         Section 4.05.  Trust Estate.  The Trustee may, and when required by the
provisions of Articles Four, Six and Twelve hereof shall, execute instruments to
release  property  from the lien of this  Indenture,  or  convey  the  Trustee's
interest  in the  same,  in a  manner  and  under  circumstances  which  are not
inconsistent  with the  provisions of this  Indenture.  No party relying upon an
instrument  executed by the Trustee as  provided in this  Article  Four shall be
bound to ascertain the Trustee's authority, inquire into the satisfaction of any
conditions precedent or see to the application of any monies.

         Section  4.06.  Notice of  Release.  The  Trustee  shall be entitled to
receive at least 10 days'  notice of any action to be taken  pursuant to Section
4.04(a) hereof, accompanied by copies of any instruments involved.

         Section  4.07.  Opinions as to Trust Estate.  On the Closing Date,  the
Issuer shall furnish to the Trustee an Opinion of Counsel  either  stating that,
in the opinion of such  counsel,  such action has been taken with respect to the
recording and filing of this Indenture,  any indentures supplemental hereto, and
any other requisite  documents,  and with respect to the execution and filing of
any UCC financing  statements and continuation  statements,  as are necessary to
perfect and make  effective  the first  priority  lien and security  interest in
favor of the  Trustee,  for the  benefit  of the  Noteholders,  created  by this
Indenture  and  reciting  the details of such action,  or stating  that,  in the
opinion  of such  counsel,  no such  action is  necessary  to make such lien and
security interest effective.

<PAGE>

                                  Article Five

                           Satisfaction and Discharge

         Section 5.01.  Satisfaction  and Discharge of Indenture.  (a) Following
payment in full of (i) the Notes,  (ii) the fees and  charges of the Trustee and
(iii) all other obligations of the Issuer under this Indenture,  and the release
by the Trustee of the Trust Estate in accordance  with Section  5.01(b)  hereof,
this Indenture shall be discharged.

         (b) In connection  with the discharge of this Indenture and the release
of the Trust Estate,  the Trustee shall release from the lien of this  Indenture
and shall deliver,  to or upon the order of the Issuer all property remaining in
the Trust Estate and shall execute and file,  at the expense of the Issuer,  UCC
financing statements evidencing such discharge and release.

         Section 5.02. Application of Trust Money. Subject to the last paragraph
of Section  11.02(o)  hereof,  all monies deposited with the Trustee pursuant to
Section  5.01  hereof  shall be held in trust and  applied  by the  Trustee,  in
accordance with the provisions of the Notes and this Indenture,  to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the
Persons entitled  thereto,  of the principal and interest for whose payment such
money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent  required herein or to the extent required
by law.

                                   Article Six

                              Defaults and Remedies

         Section  6.01.  Events of  Default.  "Event of Default"  wherever  used
herein means any one of the following events:

                  (1) default in the payment of any interest  upon any Note that
         continues for two Business Days after the same becomes due and payable;
         or

         (2) default in the payment of any principal of any Note that  continues
for two Business Days after the same becomes due and payable; or

                  (3) default in the  observance or  performance of any covenant
         or  agreement  of the Issuer made in this  Indenture  or the  Servicing
         Agreement (other than a covenant or warranty default, the observance or
         performance  of which is elsewhere  in this  Section 6.01  specifically
         dealt with),  or any  representation  or warranty of the Issuer made in
         this Indenture,  the Servicing Agreement or in any certificate or other
         writing delivered pursuant hereto or thereto or in connection  herewith
         or therewith  proving to have been incorrect in any material respect as
         of the time when the same shall have been made and such  default  shall
         continue or not be cured,  or the  circumstance or condition in respect
         of which such  representation  or warranty was incorrect shall not have
         been  eliminated  or  otherwise  cured,  for a period of 30 days  after
         (except for defaults relating to Sections 4.03 and 11.02(a),  (b), (l),
         (q) and (s) hereof,  which shall have no additional grace period) there
         shall have been given,  by registered or certified  mail, to the Issuer
         

<PAGE>


         by the  Trustee or to the Issuer and the  Trustee by the  Holders of at
         least 25% of the aggregate principal amount of the Outstanding Notes, a
         written notice  specifying such default or incorrect  representation or
         warranty and requiring it to be remedied; or

                  (4)  the  Issuer  becomes   subject  to   registration  as  an
         "investment  company"  under the  Investment  Company  Act of 1940,  as
         amended; or

                  (5) the filing of a petition or the entry of a decree or order
         for relief by a court having jurisdiction in the premises in respect of
         the Issuer under the federal  Bankruptcy  Code or any other  applicable
         federal or State bankruptcy, insolvency, reorganization, liquidation or
         other  similar law now or hereafter in effect or any  arrangement  with
         creditors or appointing a receiver,  liquidator,  assignee, trustee, or
         sequestrator  (or other  similar  official)  for the  Issuer or for any
         substantial  part of its property in an  involuntary  case, or ordering
         the  winding  up or  liquidation  of  the  Issuer's  affairs,  and  the
         continuance  of any such petition  undismissed or of any such decree or
         order unstayed and in effect for a period of 60 consecutive days; or

                  (6)  the  institution  by  the  Issuer  of  proceedings  to be
         adjudicated  a bankrupt or  insolvent,  or the consent by the Issuer to
         the  institution  of bankruptcy or insolvency  proceedings  against the
         Issuer,  or the filing by the Issuer of a petition or answer or consent
         seeking  reorganization or relief under the federal  Bankruptcy Code or
         any  other  applicable   federal  or  State   bankruptcy,   insolvency,
         reorganization,  liquidation  or other  similar law now or hereafter in
         effect, or the consent by the Issuer to the filing of any such petition
         or to the  appointment  of or  possession  by a  receiver,  liquidator,
         assignee,   custodian,   trustee  or  sequestrator  (or  other  similar
         official)  of the  Issuer or of any  substantial  part of the  Issuer's
         property, or the making by the Issuer of any assignment for the benefit
         of creditors,  or the admission by it in writing of its  inability,  or
         the  failure by it  generally,  to pay its debts as they become due, or
         the taking of corporate action by the Issuer in furtherance of any such
         action; or

                  (7) the impairment of the validity of any security interest of
         the Trustee in the Trust  Estate,  except as  expressly  permitted,  or
         creation  of any  encumbrance  not  otherwise  permitted  which  is not
         released within 60 days of its creation.

         Section 6.02. Acceleration of Maturity;  Rescission and Annulment'.  If
an Event of Default with respect to the Notes at the time Outstanding occurs and
is continuing, then the Trustee may, and in every such case, at the direction of
the  Holders  of  not  less  than  25%  in  aggregate  principal  amount  of the
Outstanding Notes, the Trustee shall,  declare the principal of all the Notes to
be immediately due and payable, by notice given in writing to the Issuer (and to
the  Trustee  if given by  Noteholders),  and  upon any such  declaration,  such
principal  shall become  immediately  due and payable  without any  presentment,
demand,  protest or other  notice of any kind  (except  such notices as shall be
expressly required by the provisions of this Indenture), all of which are hereby
expressly waived.

         At any time after such a declaration of acceleration has been made, but
before any Sale of the Trust  Estate  has been made or a judgment  or decree for


<PAGE>



payment of the money due has been obtained by the Trustee as hereinafter in this
Article  provided,  the Holders of not less than 66-2/3% in aggregate  principal
amount  of the  Outstanding  Notes,  by  written  notice to the  Issuer  and the
Trustee,  may rescind and annul such  declaration and its  consequences  (except
that in the case of a payment  default  on the  Notes,  the  consent  of all the
Noteholders  shall be required to rescind and annul such a  declaration  and its
consequences) if:

                  (1) the Issuer has paid or  deposited  with the  Trustee a sum
         sufficient to pay

                           (A)  all  overdue  installments  of  interest  on all
                  Notes,

                           (B) the  principal  of any Notes which has become due
                  otherwise  than  by  such   declaration  of  acceleration  and
                  interest thereon at the rate borne by such Notes from the time
                  such principal first became due until the date when paid, and

                           (C) all sums paid or advanced, together with interest
                  thereon,  by the Trustee or any  Noteholder  hereunder and the
                  reasonable compensation,  expenses, disbursements and advances
                  of the Trustee and the  Noteholders,  their agents and counsel
                  incurred in connection  with the enforcement of this Indenture
                  to the date of such payment or deposit; and

                  (2) all Events of Default,  other than the  nonpayment  of the
         principal of the Notes which have become due solely by such declaration
         of acceleration,  have been cured or waived as provided in Section 6.15
         hereof.

No such  rescission  shall  affect  any  subsequent  default or impair any right
consequent thereon.

         Section 6.03.  Collection of Indebtedness  and Suits for Enforcement by
Trustee.  The Issuer  covenants  that if an Event of Default  shall occur and be
continuing and the Notes have been declared due and payable and such declaration
has not been  rescinded  and  annulled,  the  Issuer  will,  upon  demand of the
Trustee,  pay to the Trustee,  for the benefit of the Holders of the Notes,  the
whole amount then due and payable on the Notes for principal and interest,  with
interest  upon the  overdue  principal  at the rate borne by the Notes  and,  in
addition thereto,  such further amount as shall be sufficient to cover the costs
and expenses of  collection,  including the reasonable  compensation,  expenses,
disbursements and advances of the Trustee, its agents and counsel.

         If the Issuer fails to pay such amount forthwith upon such demand,  the
Trustee,  in its own name and as  trustee of an  express  trust  may,  institute
Proceedings for the collection of the sums so due and unpaid, and prosecute such
Proceeding to judgment or final decree,  and enforce the same against the Issuer
and collect the monies  adjudged or decreed to be payable in the manner provided
by law out of the property of the Issuer, wherever situated.



<PAGE>



         If an Event of Default occurs and is continuing, the Trustee may in its
discretion  proceed  to  protect  and  enforce  its rights and the rights of the
Noteholders  by such  appropriate  Proceedings  as the  Trustee  shall deem most
effectual  to protect  and  enforce any such  rights,  whether for the  specific
enforcement  of any  covenant or  agreement  in this  Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

         Section 6.04. Remedies.  If an Event of Default shall have occurred and
be continuing, the Trustee may do one or more of the following:

                  (a) institute  Proceedings  for the  collection of all amounts
         then due and payable on the Notes or under this  Indenture,  whether by
         declaration or otherwise,  enforce any judgment  obtained,  and collect
         from the Issuer the monies adjudged due;

                  (b) take  possession of and sell the Trust Estate securing the
         Notes or any portion thereof or rights or interest  therein,  at one or
         more Sales called and conducted in any manner permitted by law;

                  (c)  institute  any  Proceedings  from  time to  time  for the
         complete or partial  foreclosure  of the lien created by this Indenture
         with respect to the Trust Estate securing the Notes;

                  (d)  during  the  continuance  of  a  default  under  a  Lease
         Contract,  exercise  any of the rights of the  lessor  under such Lease
         Contract; and

                  (e) exercise any remedies of a secured  party under the UCC or
         any applicable law and take any other appropriate action to protect and
         enforce  the rights and  remedies  of the Trustee or the Holders of the
         Notes hereunder;

provided,  however,  that without the consent of all the Holders of  Outstanding
Notes, the Trustee may not sell or otherwise  liquidate any portion of the Trust
Estate  unless the  proceeds of such Sale or  liquidation  distributable  to the
Noteholders  are sufficient to discharge in full the amounts then due and unpaid
upon the Notes for principal and interest.

         Section 6.05. Optional Preservation of Trust Estate. If (i) an Event of
Default shall have occurred and be continuing with respect to the Notes and (ii)
no Notes  have  been  declared  due and  payable,  or such  declaration  and its
consequences  have been  annulled  and  rescinded,  the  Trustee may in its sole
discretion,  if it determines  it to be in the best  interests of the Holders of
the Notes or upon request from the Holders of a majority in principal  amount of
the Outstanding  Notes,  elect, by giving written notice of such election to the
Issuer,  to take  possession  of and retain the Trust Estate  securing the Notes
intact,  collect or cause the  collection  of the proceeds  thereof and make and
apply all  payments  and  deposits  and maintain all accounts in respect of such
Notes in accordance with the provisions of Article Twelve of this Indenture.  If
the  Trustee is unable to or is stayed from giving such notice to the Issuer for
any reason  whatsoever,  such election shall be effective as of the time of such
determination  or request,  as the case may be,  notwithstanding  any failure to
give such  notice,  and the  Trustee  shall give such notice upon the removal or



<PAGE>



cure of such  inability  or stay (but shall have no  obligation  to effect  such
removal or cure). Any such election may be rescinded with respect to any portion
of the Trust Estate  securing the Notes remaining at the time of such rescission
by written  notice to the  Trustee and the Issuer from the Holders of a majority
in principal amount of the Outstanding Notes.

         Section 6.06. Trustee May File Proofs of Claim. In case of the pendency
of  any  receivership,   insolvency,  liquidation,  bankruptcy,  reorganization,
arrangement,  adjustment,  composition or other judicial  Proceeding relating to
the Issuer or any other  obligor  upon any of the Notes or the  property  of the
Issuer or of such other obligor or their creditors, the Trustee (irrespective of
whether  the  principal  of the Notes  shall then be due and  payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Issuer for the payment of overdue principal or
interest)  shall be entitled and  empowered to intervene in such  proceeding  or
otherwise,

                  (i) to file  and  prove  a  claim  for  the  whole  amount  of
         principal, premium, if any, and interest owing and unpaid in respect of
         the Notes issued  hereunder  and to file such other papers or documents
         as may be  necessary  or  advisable  in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements  and advances of the Trustee,  its agents and counsel and
         any other amounts due the Trustee under Section 7.07 hereof) and of the
         Noteholders allowed in such judicial Proceeding, and

                  (ii) to  collect  and  receive  any  monies or other  property
         payable or deliverable on any such claims and to distribute the same;

and any receiver,  assignee,  trustee,  liquidator,  or  sequestrator  (or other
similar  official) in any such judicial  Proceeding is hereby authorized by each
Noteholder  to make such  payments  to the  Trustee,  and in the event  that the
Trustee  shall  consent  to  the  making  of  such  payments   directly  to  the
Noteholders,  to pay to the  Trustee  any  amount  due to it for the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof.

         Nothing  herein  contained  shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any  Noteholder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Noteholder in any such Proceeding.

         Section 6.07.  Trustee May Enforce Claims Without  Possession of Notes.
(a) In all  Proceedings  brought  by  the  Trustee  (and  also  any  Proceedings
involving the  interpretation  of any  provision of this  Indenture to which the
Trustee  shall be a party),  the Trustee  shall be held to represent  all of the
Noteholders, and it shall not be necessary to make any Noteholder a party to any
such Proceedings.

         (b) All rights of actions and claims under this  Indenture or the Notes
may be prosecuted  and enforced by the Trustee  without the possession of any of



<PAGE>



the Notes or the production thereof in any Proceeding relating thereto,  and any
such  Proceedings  instituted by the Trustee shall be brought in its own name as
Trustee of an express trust, and any recovery whether by judgment, settlement or
otherwise shall, after provision for the payment of the reasonable compensation,
expenses,  disbursements and advances of the Trustee, its agents and counsel, be
for the  benefit  of the  Holders of the Notes and shall be  distributed  as set
forth in Section 6.08 hereof.

         Section 6.08.  Application of Money  Collected.  If the Notes have been
declared due and payable  following an Event of Default and such declaration has
not been rescinded or annulled,  any money collected by the Trustee with respect
to the Notes  pursuant to this Article Six or otherwise and any other money that
may be held thereafter by the Trustee as security for the Notes shall be applied
in the following  order,  at the date or dates fixed by the Trustee and, in case
of the  distribution  of such money on account of principal  or  interest,  upon
presentation  of the Notes  and the  notation  thereon  of the  payment  if only
partially paid and upon surrender thereof if fully paid:

                  First:  To the  payment to the Trustee of the Trustee Fee then
         due and to the Trustee its costs incurred in connection  with enforcing
         the remedies provided for in this Article Six;

                  Second:  To the payment of (i) if Sunrise Leasing  Corporation
         or an  Affiliate  thereof  is not the  Servicer,  all  amounts  due the
         Servicer  pursuant  to  Section  3.09 of the  Servicing  Agreement  and
         Section  12.02(d)(ii) hereof and (ii) the amount necessary to reimburse
         the Servicer for any unrecovered Servicer Advances;

                  Third:  To the payment of the amounts then due and unpaid upon
         the Notes for interest,  with interest (to the extent such interest has
         been collected by the Trustee or a sum sufficient  therefor has been so
         collected and payment thereof is legally  enforceable at the respective
         rate or rates prescribed  therefor in the Notes) on overdue  principal,
         ratably,  without preference or priority of any kind,  according to the
         amounts due and payable on the Notes for interest;

                  Fourth: To the payment of the remaining  outstanding principal
         balance of the Notes  ratably  without  preference  or  priority of any
         kind;

                  Fifth:  To the payment to the Trustee of any other amounts due
         to the  Trustee  as  expressly  provided  herein  and in the  Servicing
         Agreement;

                  Sixth:  To reimburse the Noteholders for any costs or expenses
         incurred in connection with any enforcement action with respect to this
         Indenture or the Notes;

                  Seventh:  To the payment of (i) if Sunrise Leasing Corporation
         or an Affiliate  thereof is the Servicer,  all amounts due the Servicer
         pursuant  to  Section  3.09  of the  Servicing  Agreement  and  Section
         12.02(d)(ii)  hereof and (ii) any other  amounts  due the  Servicer  as
         expressly provided herein and in the Servicing Agreement;



<PAGE>



                  Eighth:  To the  payment of any  surplus to or at the  written
         direction of the Issuer or any other person legally entitled thereto.

         Section 6.09. Limitation on Suits. No Holder of any Note shall have any
right to institute any Proceeding,  judicial or otherwise,  with respect to this
Indenture  or for the  appointment  of a receiver or  trustee,  or for any other
remedy hereunder, unless

                  (1) such Holder has  previously  given  written  notice to the
         Trustee of a continuing Event of Default;

                  (2) the Holders of not less than 66-2/3% in  principal  amount
         of the Outstanding Notes shall have made written request to the Trustee
         to institute Proceedings in respect of such Event of Default in its own
         name as Trustee hereunder;

                  (3)  such  Holder  or  Holders  have  offered  to the  Trustee
         reasonable indemnity against the costs,  expenses and liabilities to be
         incurred in compliance with such request;

                  (4) the Trustee for 60 days after its receipt of such  notice,
         request and offer of security or indemnity  has failed to institute any
         such Proceedings; and

                  (5) no direction  inconsistent  with such written  request has
         been given to the Trustee  during such 60-day  period by the Holders of
         66-2/3% or more in principal amount of the Outstanding  Notes; it being
         understood and intended that no one or more Holders of Notes shall have
         any right in any manner  whatever by virtue of, or by availing  of, any
         provision of this Indenture to affect,  disturb or prejudice the rights
         of any  other  Holders  of  Notes,  or to  obtain  or to seek to obtain
         priority or  preference  over any other  Holders of Notes or to enforce
         any right under this  Indenture,  except in the manner herein  provided
         and for the equal and ratable benefit of all the Holders of Notes.

         Section 6.10.  Unconditional  Right of Noteholders to Receive Principal
and  Interest.  Notwithstanding  any  other  provision  in this  Indenture,  the
Noteholders  shall have the  right,  which is  absolute  and  unconditional,  to
receive payment of the principal and interest on such Note as such principal and
interest  becomes due and  payable,  and to  institute  any  Proceeding  for the
enforcement  of any such payment,  and such right shall not be impaired  without
the consent of such Noteholder.

         Section 6.11. Restoration of Rights and Remedies. If the Trustee or any
Noteholder  has  instituted  any Proceeding to enforce any right or remedy under
this Indenture and such  Proceeding has been  discontinued  or abandoned for any
reason,  or has been determined  adversely to the Trustee or to such Noteholder,
then,  and in every case,  the Issuer,  the Trustee and the  Noteholders  shall,
subject to any  determination  in such  Proceeding,  be restored  severally  and
respectively to their former positions hereunder,  and thereafter all rights and
remedies  of the Trustee and the  Noteholders  shall  continue as though no such
Proceeding had been instituted.

<PAGE>





         Section  6.12.  Rights and  Remedies  Cumulative.  Except as  otherwise
provided with respect to the  replacement  or payment of  mutilated,  destroyed,
lost or stolen Notes in the last  paragraph of Section 3.06 hereof,  no right or
remedy herein conferred upon or reserved to the Trustee or to the Noteholders is
intended  to be  exclusive  of any other  right or remedy,  and every  right and
remedy shall,  to the extent  permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or  otherwise.  The  assertion or employment of any right or remedy
hereunder,  or  otherwise,   shall  not  prevent  the  concurrent  assertion  or
employment of any other appropriate right or remedy.

         Section 6.13.  Delay or Omission;  Not Waiver.  No delay or omission of
the  Trustee  or of any  Holder  of any Note to  exercise  any  right or  remedy
accruing  upon any Event of  Default  shall  impair  any such right or remedy or
constitute  a waiver of any such Event of Default or any  acquiescence  therein.
Every right and remedy  given by this Article Six or by law to the Trustee or to
the  Noteholders  may be  exercised  from  time to time,  and as often as may be
deemed expedient, by the Trustee or by the Noteholders, as the case may be.

         Section  6.14.  Control  by  Noteholders.  The  Holders  of  66-2/3% in
principal  amount of the Outstanding  Notes,  shall have the right to direct the
time,  method and place of conducting any Proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee;  provided
that:

                  (1) such  direction  shall not be in conflict with any rule of
         law or with this Indenture including, without limitation, any provision
         hereof which expressly  provides for greater percentage of principal of
         Outstanding Notes;

                  (2)  any  direction  to  the  Trustee  by the  Noteholders  to
         undertake a private Sale of the Trust Estate shall be by the Holders of
         all  Outstanding  Notes,  unless  the  condition  set forth in  Section
         6.18(b)(ii) hereof is met;

                  (3) the Trustee may take any other action deemed proper by the
         Trustee  which  is not  inconsistent  with  such  direction;  provided,
         however,  that,  subject to Section 7.01  hereof,  the Trustee need not
         take any action which a Responsible  Officer or Officers of the Trustee
         in good faith determines  might involve it in personal  liability or be
         unjustly prejudicial to the Noteholders not consenting; and

                  (4)  the  Trustee  has  been  furnished  reasonable  indemnity
         against  costs,  expenses  and  liabilities  which  it  might  incur in
         connection therewith as provided in Section 7.01(f) hereof.

         Section  6.15  Waiver of Past  Defaults.  The  Holders  of  66-2/3%  in
principal  amount of the  Outstanding  Notes may on behalf of the Holders of all
the Notes  waive  any past  Default  hereunder  and its  consequences,  except a
Default:



<PAGE>



                  (1) in the payment of the principal of, or premium, if any, or
         interest on any Note,  or a Default  described in Sections  6.01(5) and
         (6) hereof, or

                  (2) in respect of a covenant or  provision  hereof which under
         Article Nine hereof  cannot be modified or amended  without the consent
         of the Holder of each Outstanding Note affected.

         Upon any such waiver,  such Default shall cease to exist, and any Event
of  Default  arising  therefrom  shall be deemed  to have  been  cured for every
purpose of this Indenture;  but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

         Section  6.16.  Undertaking  for Costs.  All parties to this  Indenture
agree, and each Holder of any Note by such Holder's  acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture,  or in any suit
against the Trustee for any action taken,  suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including  reasonable  attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant;  but the provisions of this Section 6.16 shall not apply to
any suit instituted by the Trustee,  or to any suit instituted by any Noteholder
or group of  Noteholders,  holding in the  aggregate  more than 50% in principal
amount of the Outstanding Notes, or to any suit instituted by any Noteholder for
the enforcement of the payment of the principal of or interest on any Note on or
after the Stated Maturity.

         Section 6.17.  Waiver of Stay or Extension  Laws. The Issuer  covenants
(to the extent that it may lawfully do so) that it will not, at any time, insist
upon,  or  plead,  or in any  manner  whatsoever  claim or take the  benefit  or
advantage  of, any stay or extension  law wherever  enacted,  now or at any time
hereafter in force,  which may affect the covenants or the  performance  of this
Indenture;  and the  Issuer (to the extent  that it may  lawfully  do so) hereby
expressly  waives all benefit or advantage of any such law and covenants that it
will not hinder,  delay or impede the  execution of any power herein  granted to
the  Trustee,  but will suffer and permit the  execution  of every such power as
though no such law had been enacted.

         Section 6.18. Sale of Trust Estate. (a) The power to effect any sale (a
"Sale") of any portion of the Trust Estate pursuant to Section 6.04 hereof shall
not be  exhausted by any one or more Sales as to any portion of the Trust Estate
remaining  unsold,  but shall continue  unimpaired until the entire Trust Estate
securing the Notes shall have been sold or all amounts  payable on the Notes and
under this Indenture with respect  thereto shall have been paid. The Trustee may
from time to time postpone any Sale by public  announcement made at the time and
place of such Sale.

         (b) To the extent  permitted by applicable  law, the Trustee shall not,
in any  private  Sale,  sell to a third party the Trust  Estate,  or any portion
thereof unless:


<PAGE>




                  (i) the Holders of all Outstanding Notes, consent to or direct
         the Trustee to make such Sale; or

                  (ii) the  proceeds of such Sale would not be less than the sum
         of all  amounts  due to the  Trustee  hereunder  and the entire  unpaid
         principal amount of the Notes and interest due or to become due thereon
         on the Payment Date next succeeding such Sale.

         (c) The Trustee or the  Noteholders may bid for and acquire any portion
of the Trust Estate in  connection  with a public Sale  thereof,  and in lieu of
paying cash therefor,  any Noteholder may make settlement for the purchase price
by crediting  against amounts owing on the Notes of such Holder or other amounts
owing to such Holder secured by this Indenture, that portion of the net proceeds
of such  Sale to which  such  Holder  would be  entitled,  after  deducting  the
reasonable  costs,   charges  and  expenses  incurred  by  the  Trustee  or  the
Noteholders  in  connection  with such Sale.  The Notes need not be  produced in
order to complete  any such Sale,  or in order for the net proceeds of such Sale
to be credited  against  the Notes.  The  Trustee or the  Noteholders  may hold,
lease,  operate,  manage or otherwise  deal with any property so acquired in any
manner permitted by law.

         (d) The Trustee shall execute and deliver an appropriate  instrument of
conveyance  transferring  its  interest  in any  portion of the Trust  Estate in
connection with a Sale thereof.  In addition,  the Trustee is hereby irrevocably
appointed  the agent and  attorney-in-fact  of the Issuer to transfer and convey
its  interest  in any  portion  of the Trust  Estate in  connection  with a Sale
thereof,  and to take all action  necessary to effect such Sale. No purchaser or
transferee at such a sale shall be bound to ascertain  the Trustee's  authority,
inquire  into  the  satisfaction  of  any  conditions  precedent  or  see to the
application of any monies.

         (e) The method, manner, time, place and terms of any Sale of all or any
portion of the Trust Estate shall be commercially reasonable.

         Section 6.19.  Action on Notes. The Trustee's right to seek and recover
judgment  on the Notes or under  this  Indenture  shall not be  affected  by the
seeking,  obtaining or  application of any other relief under or with respect to
this Indenture. Neither the lien of this Indenture nor any rights or remedies of
the Trustee or the Noteholders shall be impaired by the recovery of any judgment
by the  Trustee  against the Issuer or by the levy of any  execution  under such
judgment  upon any portion of the Trust  Estate or upon any of the assets of the
Issuer.

                                  Article Seven

                                   The Trustee

         Section 7.01.  Certain Duties and  Responsibilities.  (a) Except during
the  continuance  of an Event of Default  known to the  Trustee as  provided  in
subsection (e) below:

<PAGE>

                  (i) the  Trustee  undertakes  to perform  such duties and only
         such duties as are  specifically  set forth in this  Indenture,  and no
         implied  covenants  or  obligations  shall be read into this  Indenture
         against the Trustee; and

                  (ii) in the  absence of bad faith or  negligence  on its part,
         the Trustee may conclusively rely as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture;  but in the case of any such  certificates or opinions,
         which by any provision hereof are specifically required to be furnished
         to the Trustee,  the Trustee  shall be under a duty to examine the same
         and to  determine  whether or not they conform to the  requirements  of
         this Indenture.

         (b) In case an Event of Default  known to the  Trustee as  provided  in
subsection (e) below has occurred and is continuing,  the Trustee shall exercise
such of the rights and powers vested in it by this Indenture,  and shall use the
same degree of care and skill in its  exercise,  as a  reasonable  person  would
exercise  or use  under  the  circumstances  in the  conduct  of his or her  own
affairs.

         (c) No  provision of this  Indenture  shall be construed to relieve the
Trustee from liability for its own negligent  action,  its own negligent failure
to act, or its own willful misconduct or bad faith, except that:

                  (i) this  subsection  (c) shall not be  construed to limit the
         effect of subsection (a) of this Section 7.01;

                  (ii) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible  Officer of the Trustee,  unless it
         shall be proved that the  Trustee was  negligent  in  ascertaining  the
         pertinent facts;

                  (iii) the  Trustee  shall not be liable  with  respect  to any
         action  taken or omitted to be taken by it in good faith in  accordance
         with the direction the Holders of a majority (or other such  percentage
         as may be  required  by the terms  hereof) in  principal  amount of the
         Outstanding  Notes in accordance  with Section 6.14 hereof  relating to
         the time,  method and place of conducting any Proceeding for any remedy
         available to the Trustee,  or exercising  any trust or power  conferred
         upon the Trustee,  under this Indenture,  the Contribution Agreement or
         the Servicing Agreement; and

                  (iv) no provision of this Indenture  shall require the Trustee
         to  expend  or risk its own  funds or  otherwise  incur  any  financial
         liability in the performance of any of its duties hereunder,  or in the
         exercise  of any of its rights or powers,  if it shall have  reasonable
         grounds  for  believing  that  repayment  of  such  funds  or  adequate
         indemnity  against such risk or liability is not reasonably  assured to
         it, provided that nothing herein contained shall excuse the Trustee for
         failure to perform its duties as Trustee in accordance with subsections
         (a) and (b) of this Section 7.01.

         (d) Whether or not therein  expressly so provided,  every  provision of
this  Indenture  relating  to the  conduct  or  affecting  the  liability  of or
affording  protection to the Trustee shall be subject to the  provisions of this
Section 7.01.

<PAGE>

         (e) For all purposes  under this  Indenture,  the Trustee  shall not be
deemed to have  notice of any Event of Default  described  in  Section  6.01(4),
6.01(5) or 6.01(6)  hereof or any Default  described in Section  6.01(3)  hereof
unless a Responsible  Officer assigned to and working in the Trustee's corporate
trust  department has actual  knowledge  thereof or unless written notice of any
event  which is in fact such an Event of Default or Default is  received  by the
Trustee by a Responsible  Officer at the Corporate Trust Office, and such notice
references the Notes, the Issuer, the Trust Estate or this Indenture.

         (f) The Trustee  shall be under no obligation to institute any suit, or
to take any remedial proceeding under this Indenture, or to enter any appearance
or in any way defend in any suit in which it may be made  defendant,  or to take
any steps in the execution of the trusts hereby created or in the enforcement of
any  rights  and  powers   hereunder  until  it  shall  be  indemnified  to  its
satisfaction  against any and all costs and  expenses,  outlays and counsel fees
and other reasonable  disbursements and against all liability,  except liability
resulting from the Trustee's negligence or willful misconduct as adjudicated, in
connection with any action so taken.

         (g) Notwithstanding any extinguishment of all right, title and interest
of the Issuer in and to the Trust  Estate  following  an Event of Default  and a
consequent  declaration of  acceleration  of the maturity of the Notes,  whether
such extinguishment occurs through a Sale of the Trust Estate to another person,
the acquisition of the Trust Estate (or the proceeds  thereof) by the Trustee or
the Noteholders, the rights of the Trustee and the Noteholders shall continue to
be governed by the terms of this Indenture.

         (h)  Notwithstanding  anything to the contrary  contained  herein,  the
provisions of subsections (e) through (g), inclusive, of this Section 7.01 shall
be subject to the provisions of subsections (a) through (c), inclusive,  of this
Section 7.01.

         (i) The Trustee shall provide the reports and  accountings  as required
pursuant to Section 12.04 hereof.

         Section 7.02.  Notice of Default.  Promptly after the occurrence of any
Default  known to the Trustee  (within the  meaning of Section  7.01(e)  hereof)
which is continuing and has not been promptly cured or waived, the Trustee shall
transmit by mail to all Holders of Notes, as their names and addresses appear on
the Note Register, notice of such Default.

         Section 7.03.  Certain  Rights of Trustee.  Except to the extent of the
obligation of the Trustee in Section  7.01(a)(ii) to examine documents to ensure
their  compliance with this Indenture,  and subject to the standards of care set
forth in Section 7.01(c),

         (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution,  certificate,  statement,  instrument, opinion,
report,  notice,  request,  direction,  consent,  order,  bond,  note  or  other
obligation,  paper or  document  believed  by it to be genuine  and to have been
signed or presented by the proper party or parties;

<PAGE>

         (b) any request or  direction of the Issuer  mentioned  herein shall be
sufficiently  evidenced by an Issuer  Request or Issuer Order and any resolution
of the  Board  of  Directors  may,  and  at  the  Trustee's  request,  shall  be
sufficiently evidenced by a Board Resolution;

         (c) whenever in the  administration of this Indenture the Trustee shall
deem it  desirable  that a matter  be  proved or  established  prior to  taking,
suffering or omitting any action  hereunder,  the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officer's Certificate;

         (d) the Trustee may consult with counsel and the written advice of such
counsel selected by the Trustee with due care or any Opinion of Counsel shall be
full and complete  authorization  and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;

         (e) the Trustee  shall be under no  obligation  to exercise  any of the
rights or powers  vested in it by this  Indenture at the request or direction of
any of the Noteholders pursuant to this Indenture, unless such Noteholders shall
have offered to the Trustee reasonable  security or indemnity against the costs,
expenses and  liabilities  which might be incurred by it in compliance with such
request or direction;

         (f) the Trustee shall not be bound to make any  investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note or other
paper or document,  but the Trustee,  in its  discretion,  may make such further
inquiry or  investigation  into such facts or matters as it may see fit, and, if
the Trustee shall  determine to make such further inquiry or  investigation,  it
shall be entitled to examine the books, records and premises of the Issuer, upon
reasonable  notice and at reasonable  times  personally or by agent or attorney;
and

         (g) the Trustee may  execute any of the trusts or powers  hereunder  or
perform  any  duties  hereunder  either  directly  or by or  through  agents  or
attorneys  and the  Trustee  shall  not be  responsible  for any  misconduct  or
negligence on the part of any agent or attorney,  appointed  with due care by it
hereunder.

         Section 7.04. Not  Responsible  for Recitals or Issuance of Notes.  (a)
The  recitals  contained  herein and in the Notes,  except the  certificates  of
authentication on the Notes, shall be taken as the statements of the Issuer, and
the Trustee assumes no responsibility for their  correctness.  The Trustee makes
no  representations  as to the  validity or condition of the Trust Estate or any
part  thereof,  or as to the title of the Issuer  thereto or as to the  security
afforded  thereby  or  hereby,  or as to  the  validity  or  genuineness  of any
securities at any time pledged and deposited with the Trustee hereunder or as to
the validity or sufficiency of this Indenture or of the Notes. The Trustee shall
not be accountable for the use or application by


<PAGE>



the Issuer of Notes or the  proceeds  thereof or of any money paid to the Issuer
or upon Issuer Order under any provisions hereof.

         (b) Except as otherwise  expressly provided herein and without limiting
the generality of the  foregoing,  the Trustee shall have no  responsibility  or
liability  for or with respect to the  existence or validity of any Equipment or
Lease Contract,  the perfection of any security interest (whether as of the date
hereof or at any future time), the maintenance of or the taking of any action to
maintain such  perfection,  the validity of the assignment of any portion of the
Trust Estate to the Trustee or of any intervening assignment,  the review of any
Lease Contract (it being  understood  that the Trustee has not reviewed and does
not intend to review the  substance  or form of any such  Lease  Contract),  the
performance or enforcement of any Lease Contract,  the compliance by the Issuer,
the  Contributor  or the Servicer with any covenant or the breach by the Issuer,
the Contributor or the Servicer of any warranty or representation made hereunder
or  in  any  related   document  or  the  accuracy  of  any  such   warranty  or
representation,  any investment of monies in the Collection  Account or any loss
resulting therefrom,  the acts or omissions of the Issuer, the Contributor,  the
Servicer or any  Customer,  any action of the Servicer  taken in the name of the
Trustee,  or  the  validity  of the  Servicing  Agreement  or  the  Contribution
Agreement.

         (c) The Trustee shall not have any  obligation  or liability  under any
Lease Contract or with respect to any other Lease Assets by reason of or arising
out of this  Indenture  or the  granting  of a security  interest  in such Lease
Contract or any other Lease  Assets  hereunder  or the receipt by the Trustee of
any payment  relating to any Lease  Contract or any other Lease Assets  pursuant
hereto,  nor shall the Trustee be required or obligated in any manner to perform
or fulfill any of the  obligations of the  Contributor  under or pursuant to any
Lease Contract or any other Lease Assets, or to make any payment, or to make any
inquiry as to the nature or the  sufficiency  of any payment  received by it, or
the  sufficiency of any performance by any party,  under any Lease Contract,  or
with respect to any other Lease Assets.

         Section 7.05.  May Hold Notes.  The Trustee,  the Servicer,  any Paying
Agent, the Note Registrar,  any  Authenticating  Agent or any other agent of the
Issuer, in its individual or any other capacity, may become the owner or pledgee
of Notes,  and if operative,  may  otherwise  deal with the Issuer with the same
rights  it would  have if it were not  Trustee,  Servicer,  Paying  Agent,  Note
Registrar, Authenticating Agent or such other agent.

         Section 7.06. Money Held in Trust.  Money and investments held in trust
by the Trustee or any Paying Agent  hereunder shall be held in one or more trust
accounts  hereunder  but need not be  segregated  from other funds except to the
extent required herein or required by law. The Trustee or any Paying Agent shall
be under no liability for interest on any money received by it hereunder  except
as otherwise agreed with the Issuer or otherwise specifically provided herein.

         Section 7.07.  Compensation and Reimbursement.  The Issuer agrees:

                  (i) to pay the  Trustee  monthly  its  fee  for  all  services
         rendered by it hereunder  as Trustee,  in the amount of the Trustee Fee
         (which  compensation shall not otherwise be limited by any provision of
         law in regard to the compensation of a trustee of an express trust);


<PAGE>
                  (ii)  except  as  otherwise   expressly  provided  herein,  to
         reimburse the Trustee upon its request for all reasonable out-of-pocket
         expenses, disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture or Servicing  Agreement
         (including   the   reasonable   compensation   and  the   expenses  and
         disbursements  of the Trustee's  agents and  counsel),  except any such
         expense,  disbursement  or  advance  as  may  be  attributable  to  its
         negligence, bad faith or willful misconduct; and

                  (iii) to indemnify  and hold harmless the Trust Estate and the
         Trustee from and against any loss, liability, expense, damage or injury
         sustained or suffered pursuant to this Indenture by reason of any acts,
         omissions or alleged acts or omissions arising out of activities of the
         Trust Estate or the Trustee (including without limitation any violation
         of any  applicable  laws by the Issuer as a result of the  transactions
         contemplated  by this  Indenture),  including,  but not limited to, any
         judgment,  award,  settlement,  reasonable  attorneys'  fees and  other
         expenses  incurred  in  connection  with the  defense  of any actual or
         threatened action,  proceeding or claim; provided that the Issuer shall
         not indemnify the Trustee if such loss, liability,  expense,  damage or
         injury is due to the Trustee's gross negligence or willful  misconduct,
         willful  misfeasance  or bad faith in the  performance  of duties.  Any
         indemnification  pursuant  to this  Section  7.07 shall only be payable
         from the assets of the Issuer and shall not be payable  from the assets
         of the  Trust  Estate.  The  provisions  of this  indemnity  shall  run
         directly  to and be  enforceable  by an injured  person  subject to the
         limitations hereof and this indemnification agreement shall survive the
         termination of this Indenture.

         Upon the occurrence of an Event of Default resulting in an acceleration
of maturity of the Notes that has not been  rescinded and annulled,  the Trustee
shall have,  as security  for the  performance  of the Issuer under this Section
7.07, a lien  ranking  senior to the lien of the Notes with respect to which any
claim of the Trustee  under this  Section 7.07 arose upon all property and funds
held or  collected as part of the Trust Estate by the Trustee in its capacity as
such. The Trustee shall not institute any Proceeding  seeking the enforcement of
such lien against any Trust Estate  unless (i) such  Proceeding is in connection
with a proceeding in accordance  with Article Six hereof for  enforcement of the
lien of this  Indenture  for the benefit of the Holders of the Notes  secured by
such Trust Estate  after the  occurrence  of an Event of Default  (other than an
Event of Default  due solely to a breach of this  Section  7.07) and a resulting
declaration  of  acceleration  of  maturity  of such  Notes  that  has not  been
rescinded and annulled,  or (ii) such  Proceeding  does not result in or cause a
Sale or other  disposition of such Trust Estate.  All monies so collected by the
Trustee shall be applied in accordance  with Section 6.08 hereof and the Trustee
shall  receive  amounts  pursuant to Section 6.08 hereof only to the extent that
payment thereof will not result in a subsequent  Event of Default caused by such
payments to the Trustee.
<PAGE>

         Section 7.08. Corporate Trustee Required;  Eligibility.  There shall at
all times be a trustee  hereunder  which shall be a corporation  or  association
organized and doing  business  under the laws of the United States of America or
of any state,  authorized  under such laws to exercise  corporate  trust powers,
having a combined capital and surplus of at least  $100,000,000,  or be a member
of a consolidated bank holding company with a combined capital and surplus of at
least  $100,000,000,  subject to  supervision or examination by Federal or state
authority and having an office within the United States of America,  and, except
with  respect to the initial  Trustee  hereunder,  which shall have a commercial
paper or other short-term  rating of the highest short term rating categories by
S&P or Moody's,  or otherwise  acceptable to the Holders of 66-2/3% in principal
amount of the  Outstanding  Notes.  If such  corporation  publishes  reports  of
condition  at least  annually,  pursuant  to law or to the  requirements  of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section  7.08,  the combined  capital and surplus of such  corporation  shall be
deemed to be its  combined  capital  and surplus as set forth in its most recent
report of condition so  published.  If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.08, it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article Seven.

         Section 7.09. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor  Trustee
pursuant to this Article Seven shall become  effective  until the  acceptance of
appointment by the successor Trustee under Section 7.10 hereof.

         (b) The  Trustee  may  resign at any time by  giving  30 days'  written
notice  thereof  to the  Issuer  and to each  Noteholder.  If an  instrument  of
acceptance by a successor  Trustee shall not have been  delivered to the Trustee
within 30 days after the giving of such  notice of  resignation,  the  resigning
Trustee may petition any court of competent  jurisdiction for the appointment of
a successor Trustee. Such court may thereupon,  after such notice, if any, as it
may deem proper and prescribe, appoint a successor Trustee.

         (c) The  Trustee may be removed by the Act of the Holders of 66-2/3% in
principal amount of the Outstanding Notes by notice to the Trustee,  at any time
if one of the following events have occurred:

                  (i) the Trustee shall cease to be eligible  under Section 7.08
         hereof and shall fail to resign after written  request  therefor by the
         Issuer or by any Noteholder, or

                  (ii) the Trustee shall become  incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property  shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation, or

                  (iii) the Trustee  has failed to perform its duties  hereunder
         in any material respect, or has breached any representation of warranty
         made hereunder in any material respect.

         (d) If the Trustee  shall  resign,  be removed or become  incapable  of
acting,  or if a vacancy  shall occur in the office of the Trustee for any cause
with  respect to the Notes,  the Issuer by a Board  Resolution,  shall  promptly
appoint a  successor  Trustee.  If the Issuer  shall fail to appoint a successor
Trustee within 90 days of notice of removal or resignation,  then the Holders of
66-2/3% in principal  amount of the Outstanding  Notes may petition any court of
competent  jurisdiction for the appointment of a successor  Trustee with respect
to the Notes.
<PAGE>

         (e) The Issuer  shall give  notice in the  manner  provided  in Section
13.04  hereof of each  resignation  and each  removal  of the  Trustee  and each
appointment of a successor  Trustee with respect to the Notes. Each notice shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.

         Section 7.10.  Acceptance of Appointment by Successor.  Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer
and the retiring Trustee an instrument accepting such appointment, and thereupon
the  resignation or removal of the retiring  Trustee shall become  effective and
such  successor  Trustee,  without any further act,  deed or  conveyance,  shall
become  vested with all the rights,  powers,  trusts and duties of the  retiring
Trustee but, on request of the Issuer or the  successor  Trustee,  such retiring
Trustee shall, upon payment of its reasonable  out-of-pocket costs and expenses,
execute and deliver an instrument transferring to such successor Trustee all the
rights,  powers  and trusts of the  retiring  Trustee,  and shall  duly  assign,
transfer  and deliver to such  successor  Trustee all property and money held by
such  retiring  Trustee  hereunder,  subject  nevertheless  to its lien, if any,
provided for in Section 7.07 hereof. Upon request of any such successor Trustee,
the Issuer shall  execute any and all  instruments  for more fully and certainly
vesting in and confirming to such successor Trustee all such rights,  powers and
trusts.

         No successor Trustee shall accept its appointment unless at the time of
such  acceptance  such  successor  Trustee shall be eligible  under this Article
Seven.

         Section  7.11.  Merger,  Conversion,  Consolidation  or  Succession  to
Business  of  Trustee.  Any  Person  into  which  the  Trustee  may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger,  conversion or  consolidation  to which the Trustee shall be a party, or
any corporation  succeeding to all or  substantially  all of the corporate trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder,
provided  such Person  shall be  otherwise  qualified  and  eligible  under this
Article  Seven,  without the execution or filing of any paper or any further act
on  the  part  of any of the  parties  hereto.  In  case  any  Notes  have  been
authenticated,  but not delivered,  by the Trustee then in office, any successor
by merger,  conversion or consolidation to such authenticating Trustee may adopt
such  authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes.

         Section 7.12.  Co-Trustees and Separate Trustees. At any time or times,
for the purpose of meeting the legal  requirements of any  jurisdiction in which
any of the Trust Estate may at the time be located,  the Issuer, and the Trustee
shall have power to appoint, and, upon the written request of the Trustee, or of
the Holders of Notes representing at least 25% of the aggregate principal amount
of the  Outstanding  Notes,  the  Issuer  shall for such  purpose  join with the
Trustee in the  execution,  delivery  and  performance  of all  instruments  and
agreements  necessary or proper to appoint,  one or more Persons approved by the
Trustee,  either to act as  co-Trustee,  jointly  with the Trustee of all or any
part of such Trust Estate,  or to act as separate  Trustee of any such property,
in  either  case  with  such  powers as may be  provided  in the  instrument  of
appointment,  and to vest in such Person or persons in the  capacity  aforesaid,
any property,  title,  right or power deemed necessary or desirable,  subject to
the other  provisions  of this Section 7.12. If the Issuer does not join in such
appointment  within 15 days after the receipt by it of a request so to do, or in
case an Event of Default has occurred and is continuing, the Trustee alone shall
have power to make such appointment.
<PAGE>

         Should any written instrument from the Issuer be reasonably required by
any  co-Trustee or separate  Trustee so appointed  for more fully  confirming to
such co-Trustee or separate  Trustee such property,  title,  right or power, any
and all such  instruments  shall,  on request,  be  executed,  acknowledged  and
delivered by the Issuer.

         Every  co-Trustee or separate Trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms:

                  (i) the Notes shall be authenticated and delivered by, and all
         rights,  powers,  duties and  obligations  hereunder  in respect of the
         custody of  securities,  cash and other  personal  property held by, or
         required to be deposited or pledged with, the Trustee hereunder,  shall
         be exercised solely by the Trustee;

                  (ii)  the  rights,   powers,  duties  and  obligations  hereby
         conferred  or imposed  upon the  Trustee  in  respect  of any  property
         covered by such  appointment  shall be  conferred  or imposed  upon and
         exercised  or  performed  by the  Trustee  or by the  Trustee  and such
         co-Trustee  or separate  Trustee  jointly,  as shall be provided in the
         instrument  appointing such co-Trustee or separate  Trustee,  except to
         the  extent  that  under  any  law of any  jurisdiction  in  which  any
         particular act is to be performed,  the Trustee shall be incompetent or
         unqualified  to perform such act, in which event such  rights,  powers,
         duties  and  obligations  shall  be  exercised  and  performed  by such
         co-Trustee or separate Trustee;

                  (iii) the  Trustee at any time,  by an  instrument  in writing
         executed by it, with the concurrence of the Issuer evidenced by a Board
         Resolution,  may accept the  resignation of or remove any co-Trustee or
         separate  Trustee,  appointed  under this Section 7.12, and, in case an
         Event of Default has occurred and is continuing, the Trustee shall have
         power to accept the resignation  of, or remove,  any such co-Trustee or
         separate  Trustee  without  the  concurrence  of the  Issuer.  Upon the
         written request of the Trustee,  the Issuer shall join with the Trustee
         in the  execution,  delivery and  performance  of all  instruments  and
         agreements  necessary  or  proper to  effectuate  such  resignation  or
         removal.  A successor to any co-Trustee or separate Trustee that has so
         resigned or been  removed may be  appointed  in the manner  provided in
         this Section 7.12;

                  (iv) no  co-Trustee  or separate  Trustee  hereunder  shall be
         personally  liable by reason of any act or  omission  of the Trustee or
         any other such  Trustee  hereunder  nor shall the  Trustee be liable by
         reason of any act or omission  of any  co-Trustee  or separate  Trustee
         selected by the Trustee with due care or appointed in  accordance  with
         directions to the Trustee pursuant to Section 6.14 hereof; and
<PAGE>

                  (v) any Act of  Noteholders  delivered to the Trustee shall be
         deemed to have been  delivered  to each such  co-Trustee  and  separate
         Trustee.

         Section 7.13. Rights with Respect to the Servicer. The Trustee's rights
and obligations  with respect to the Servicer shall be governed by the Servicing
Agreement.

         Section 7.14.  Appointment  of  Authenticating  Agent.  The Trustee may
appoint an Authenticating  Agent or Agents with respect to the Notes which shall
be authorized to act on behalf of the Trustee to authenticate  Notes issued upon
original issue or upon exchange, registration of transfer or pursuant to Section
3.06  hereof,  and Notes so  authenticated  shall be entitled to the benefits of
this  Indenture  and  shall be  valid  and  obligatory  for all  purposes  as if
authenticated  by the  Trustee  hereunder.  Wherever  reference  is made in this
Indenture  to the  authentication  and  delivery  of Notes by the Trustee or the
Trustee's  certificate of authentication or the delivery of Notes to the Trustee
for authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an  Authenticating  Agent and a certificate
of authentication  executed on behalf of the Trustee by an Authenticating  Agent
and delivery of the Notes to the Authenticating  Agent on behalf of the Trustee.
Each Authenticating  Agent shall be acceptable to the Issuer and the Noteholders
and shall at all times be a corporation having a combined capital and surplus of
not less than the  equivalent  of  $50,000,000  and  subject to  supervision  or
examination by federal or state authority or the equivalent  foreign  authority,
in the case of an  Authenticating  Agent who is not organized and doing business
under  the laws of the  United  States of  America,  any  state  thereof  or the
District  of  Columbia.  If  such  Authenticating  Agent  publishes  reports  of
condition  at least  annually,  pursuant to law or to the  requirements  of said
supervising or examining authority,  then for the purposes of this Section 7.14,
the combined capital and surplus of such Authenticating Agent shall be deemed to
be its  combined  capital and surplus as set forth in its most recent  report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible  in  accordance   with  the  provisions  of  this  Section  7.14,  such
Authenticating  Agent shall resign immediately in the manner and with the effect
specified in this Section 7.14.

         Any  corporation  into which an  Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party,  or any  corporation  succeeding  to the  corporate  agency or
corporate trust business of such  Authenticating  Agent, shall continue to be an
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the  Trustee or such  Authenticating  Agent;  provided,  such
corporation shall be otherwise eligible under this Section 7.14.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Issuer.  The Trustee may at any time terminate
the agency of an  Authenticating  Agent by giving written notice thereof to such
Authenticating  Agent  and to the  Issuer.  Upon  receiving  such  a  notice  of
resignation  or  upon  such  a  termination,   or  in  case  at  any  time  such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions  of  this  Section   7.14,   the  Trustee  may  appoint  a  successor
Authenticating  Agent  which  shall be  acceptable  to the Issuer and shall mail
written notice of such appointment by first-class mail, postage prepaid,  to all
Holders of Notes, if any, with respect to which such  Authenticating  Agent will
serve, as their names and addresses  appear in the Note Register.  Any successor
Authenticating  Agent upon acceptance of its appointment  hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if  originally  named as an  Authenticating  Agent.  No successor
Authenticating  Agent shall be appointed unless eligible under the provisions of
this Section 7.14.
<PAGE>

         The  Trustee  agrees to pay to each  Authenticating  Agent from time to
time reasonable  compensation  for its services under this Section 7.14, and the
Trustee shall be entitled to be  reimbursed  for such  payments,  subject to the
provisions of Section 7.07 hereof.

         If an  appointment is made pursuant to this Section 7.14, the Notes may
have   endorsed   thereon,   in  addition  to  the  Trustee's   certificate   of
authentication,  an alternate  certificate  of  authentication  in the following
form:

         This is one of the Notes described in the within-mentioned Indenture.

                                           Norwest Bank Minnesota, National
                                           Association, as Trustee


                                           By
                                               As Authenticating Agent


                                           By
                                               Authorized Officer

         Section 7.15.  Trustee to Hold Lease Contracts.  The Trustee shall hold
each Lease Contract,  together with any documents relating thereto that may from
time to time be  delivered  to the Trustee in  accordance  with this  Indenture,
until  such  time as such  Lease  Contract  is  released  from  the lien of this
Indenture pursuant to the terms hereof.

         The Trustee upon receipt of the Lease  Contracts  shall review them and
verify  that with  respect  to the  following,  the  information  on each  Lease
Contract is consistent with the  information set forth on the schedule  provided
to the  Trustee:  name of lessee,  state of lessee,  amount of monthly  payment,
original  term of lease  contract,  exisence of bill of sale.  Within 3 Business
Days of receipt of such Lease  Contracts,  the Trustee will provide an exception
report to the  Issuer,  the  Servicer  and the  Noteholders.  The  Issuer an the
Noteholders shall resolve any such exceptions to the Noteholders'  satisfaction,
and no Lease Contract for which exceptions  remain shall be funded.  The Trustee
shall be under no duty or  obligation  to  inspect,  review or examine the Lease
Contracts  and  other   documents  to  determine  that  the  same  are  genuine,
enforceable  or  appropriate  for the  represented  purpose  or that  they  have
actually  been  recorded or that they are other than what they  purport to be on
their face.
<PAGE>

                                  Article Eight

                        Optional Purchase of Receivables

         Section 8.01.  Optional  Purchase of All  Receivables;  Liquidation  of
Trust Estate.  (a) At any time after the aggregate  principal amount of the then
Outstanding Notes is less than 10% of the original aggregate principal amount of
the Notes the  initial  Servicer  shall have the option to  purchase  all of the
Collateral;  provided, however, that the amount to be paid for such purchase (as
set forth in the following  sentence) shall be sufficient to pay the full amount
of principal and interest then due and payable on the Notes plus any unpaid fees
and expenses due under the  Transaction  Documents.  The initial  Servicer shall
deposit  such  amount  into  the  Collection  Account,  and  the  Trustee  shall
distribute the amounts so deposited in accordance with Section 12.02.

                                  Article Nine

                             Supplemental Indentures

         Section 9.01.  Supplemental  Indentures Without Consent of Noteholders.
The Issuer, the Servicer and the Trustee,  without the consent of the Holders of
any  Notes,  at any time  and from  time to  time,  may  enter  into one or more
indentures  supplemental hereto, in form satisfactory to the Trustee, for any of
the following  purposes,  provided that any such  amendment,  as evidenced by an
Opinion of Counsel if required by the Trustee,  will not have a material adverse
effect on Noteholders:

                  (1) to correct or amplify the  description  of any property at
         any time  subject to the lien of this  Indenture,  or better to assure,
         convey and confirm unto the Trustee any property subject or required to
         be subjected to the lien of this  Indenture,  or to subject to the lien
         of this Indenture additional property; or

                  (2) to  evidence  the  succession  of  another  Person  to the
         Issuer,  and the  assumption by such  successor of the covenants of the
         Issuer herein and in the Notes  contained,  in accordance  with Section
         11.02(q) hereof; or

                  (3) to add to the covenants of the Issuer,  for the benefit of
         the Holders of all Notes,  or to  surrender  any right or power  herein
         conferred upon the Issuer; or

                  (4) to  convey,  transfer,  assign,  mortgage  or  pledge  any
         property to or with the Trustee; or

                  (5) to cure  any  ambiguity,  to  correct  or  supplement  any
         provision herein which may be defective or inconsistent  with any other
         provisions  with  respect to matters or  questions  arising  under this
         Indenture,  which shall not be inconsistent with the provisions of this
         Indenture,  provided  that such action shall not  adversely  affect the
         interests of the Holders of the Notes; or
<PAGE>

                  (6) to evidence  the  succession  of the  Trustee  pursuant to
         Article Seven hereof; or

                  (7) to add to any Events of Default.

         The Trustee is hereby  authorized  to join in the execution of any such
supplemental  indenture  and to make  any  further  appropriate  agreements  and
stipulations  that  may be  therein  contained,  but the  Trustee  shall  not be
obligated  to enter  into any  such  supplemental  indenture  that  affects  the
Trustee's own rights, duties,  liabilities or immunities under this Indenture or
otherwise.

         Promptly  after the  execution  by the  Issuer,  the  Servicer  and the
Trustee of any supplemental  indenture pursuant to this Section 9.01, the Issuer
shall mail to each Noteholder a copy of such supplemental indenture.

         Section 9.02. Supplemental Indentures with Consent of Noteholders. With
the consent of the Holders of not less than 66-2/3% in  principal  amount of the
Outstanding  Notes  affected  by  such  supplemental  indenture,  by Act of said
Holders  delivered to the Issuer and the Trustee,  the Issuer,  the Servicer and
the Trustee may enter into an indenture or  indentures  supplemental  hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Holders of the Notes under this  Indenture;  provided,  however,  that no
such  supplemental  indenture shall,  without the consent of the Holders of each
Outstanding Note affected thereby:

                  (1) change the Stated  Maturity of any Note or the due date of
         any installment of principal of, or any installment of interest on, any
         Note, or reduce the principal  amount  thereof or the  applicable  Note
         Interest  Rate or change  any place of  payment  where,  or the coin or
         currency in which,  any Note or the  interest  thereon is  payable,  or
         impair  the right to  institute  suit for the  enforcement  of any such
         payment; or

                  (2)  reduce  the   percentage  in  principal   amount  of  the
         Outstanding  Notes, the consent of the Holders of which is required for
         any such supplemental indenture, or the consent of the Holders of which
         is required for any waiver of  compliance  with certain  provisions  of
         this Indenture or Events of Default or their consequences; or

                  (3)  impair or  adversely  affect the Trust  Estate  except as
         otherwise permitted herein; or

                  (4)  modify  or alter the  provisions  of the  proviso  to the
         definition of the term "Outstanding"; or


<PAGE>

                  (5) modify or alter the  provisions  of the proviso to Section
         6.04 hereof; or

                  (6) modify any of the provisions of this Section 9.02,  except
         to increase the percentage of Holders of the Outstanding Notes required
         for any  modification  or  waiver  or to  provide  that  certain  other
         provisions of this  Indenture  cannot be modified or waived without the
         consent of the Holder of each Outstanding Note affected thereby; or

                  (7) permit the creation of any lien  ranking  prior to or on a
         parity with the lien of this  Indenture with respect to any part of the
         Trust Estate or terminate the lien of this Indenture on any property at
         any time  subject  hereto  or  deprive  the  Holder  of any Note of the
         security afforded by the lien of this Indenture; or

                  (8) modify any of Sections  6.01(l) or (2), 6.02,  6.03, 6.18,
         or 12.02(d) hereof.

         It shall not be necessary for any Act of Noteholders under this Section
9.02 to approve the particular form of any proposed supplemental indenture,  but
it shall be sufficient if such Act shall approve the substance thereof.

         Promptly  after the  execution  by the  Issuer,  the  Servicer  and the
Trustee of any supplemental  indenture pursuant to this Section 9.02, the Issuer
shall mail to the Holders of the Notes a copy of such supplemental indenture.

         Section 9.03.  Execution of Supplemental  Indentures.  In executing any
supplemental  indenture  permitted  by this  Article  Nine or the  modifications
thereby of the trusts created by this  Indenture,  the Trustee shall be entitled
to receive upon  request,  and  (subject to Section 7.01 hereof)  shall be fully
protected  in  relying  in good faith  upon,  an  Opinion of Counsel  reasonably
acceptable  to the  Trustee  stating  that the  execution  of such  supplemental
indenture is  authorized  or permitted by this  Indenture.  The Trustee may, but
shall not be obligated  to,  enter into any such  supplemental  indenture  which
affects  the  Trustee's  own  duties  or  immunities  under  this  Indenture  or
otherwise.

         Section 9.04. Effect of Supplemental Indentures.  Upon the execution of
any  supplemental  indenture  under this Article Nine,  this Indenture  shall be
modified in accordance therewith,  and such supplemental  indenture shall form a
part of this Indenture for all purposes;  and every Holder of Notes  theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.

         Section  9.05.  Reference in Notes to  Supplemental  Indentures.  Notes
authenticated  and delivered after the execution of any  supplemental  indenture
pursuant to this Article Nine may, and if required by the Trustee shall,  bear a
notation in form  approved by the Trustee as to any matter  provided for in such
supplemental indenture. If the Issuer shall so determine,  new Notes so modified
as to  conform,  in the  opinion  of the  Trustee  and the  Issuer,  to any such
supplemental   indenture  may  be  prepared  and  executed  by  the  Issuer  and
authenticated and delivered by the Trustee in exchange for Outstanding Notes.

<PAGE>


                                   Article Ten

                             Redemption of the Notes

         Section  10.01.  Redemption  at the Option of the  Issuer;  Election to
Redeem.  The Issuer shall have the option to redeem the Notes, in whole but not
in part,  as to the then  Outstanding  Notes,  at any time  after the  aggregate
principal amount of the then Outstanding  Notes is less than 10% of the original
aggregate principal amount of the Notes, at the applicable Redemption Price plus
any fees due hereunder.

         The Issuer shall set the Redemption Date and the Redemption Record Date
and give notice thereof to the Trustee pursuant to Section 10.02 hereof.

         Installments  of interest and principal due on or prior to a Redemption
Date shall  continue to be payable to the Holders of Notes called for redemption
as of the relevant  Record Dates  according to their terms and the provisions of
Section 3.07 hereof.  The election of the Issuer to redeem any Notes pursuant to
this  Section  10.01 shall be  evidenced  by a Board  Resolution  directing  the
Trustee to make the  payment of the  applicable  Redemption  Price on all of the
Notes to be redeemed from monies  deposited with the Trustee pursuant to Section
10.04 hereof.

         Section  10.02.  Notice  to  Trustee.  In the  case  of any  redemption
pursuant to Section  10.01 hereof,  the Issuer shall,  at least 15 days prior to
the  Redemption  Date,  notify  the  Trustee of such  Redemption  Date and shall
deposit into the Collection  Account on the related  Calculation  Date an amount
equal to the applicable Redemption Price of all Notes to be redeemed.

         Section 10.03. Notice of Redemption by the Issuer. Upon receipt of such
notice and such  deposit set forth in Section  10.02  above,  the Trustee  shall
provide  notice of redemption  pursuant to Section  10.01 hereof by  first-class
mail,  postage  prepaid,  mailed no later than the  Business Day  following  the
Calculation  Date on which such deposit was made, to each Holder of Notes at his
address in the Note Register.

         All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price; and

                  (3) that on the Redemption  Date,  the  Redemption  Price will
         become due and payable upon each such Note,  and that interest  thereon
         shall cease to accrue on such date.

         Notice of redemption of Notes shall be given by the Trustee in the name
and at the expense of the Issuer.  Failure to give notice of redemption,  or any
defect  therein,  to any Holder of any Note  selected for  redemption  shall not
impair or affect the validity of the redemption of any other Note.
<PAGE>

         Section  10.04.  Deposit  of the  Redemption  Price.  On or before  the
related  Calculation  Date next preceding any Redemption  Date, the Issuer shall
deposit with the Trustee or with the Paying Agent an amount of monies sufficient
to pay the Redemption Price of all Notes plus any fees due hereunder.

         Section 10.05.  Notes Payable on Redemption Date.  Notice of redemption
having been given as provided in Section 10.03 hereof,  the Notes to be redeemed
shall, on the Redemption  Date,  become due and payable at the Redemption  Price
and on such  Redemption  Date (unless the Issuer shall default in the payment of
the Redemption  Price) such Notes shall cease to bear  interest.  The Holders of
the Notes shall be paid the  Redemption  Price by the Paying  Agent on behalf of
the Issuer; provided, however, that installments of principal and interest which
are due on or prior to the  Redemption  Date shall be payable to the  Holders of
the Notes  registered  as such on the relevant  Record Dates  according to their
terms and the provisions of Section 3.07 hereof.

         If the Holder of any Note called for  redemption  shall not be so paid,
the principal and premium,  if any,  shall,  until paid,  bear interest from the
Redemption Date at the applicable Note Interest Rate.

                                 Article Eleven

                    Representations, Warranties and Covenants

         Section 11.01.  Representations and Warranties. The Issuer hereby makes
the following  representations and warranties for the benefit of the Trustee and
the  Noteholders  on which the Trustee  relies in accepting  the Trust Estate in
trust and in authenticating the Notes. Such  representations  and warranties are
made as of the  Delivery  Date,  but  shall  survive  the  transfer,  grant  and
assignment of the Trust Estate to the Trustee.

         (a)  Organization  and Good Standing.  The Issuer is a corporation duly
organized,  validly  existing and in good standing under the law of the State of
Minnesota  and each other State where the nature of its business  requires it to
qualify,  except to the extent that the  failure to so qualify  would not in the
aggregate  materially  adversely affect the ability of the Issuer to perform its
obligations  under this Indenture,  the Servicing  Agreement or the Contribution
Agreement.

         (b) Authorization.  The Issuer has the power, authority and legal right
to execute,  deliver and perform this Indenture, the Servicing Agreement and the
Contribution  Agreement  and the  execution,  delivery and  performance  of this
Indenture, the Servicing Agreement and the Contribution Agreement have been duly
authorized by the Issuer by all necessary corporate action.

         (c) Binding Obligation. This Indenture, the Servicing Agreement and the
Contribution  Agreement have been duly executed and delivered by the Issuer, and
this  Indenture,  assuming  due  authorization,  execution  and  delivery by the
Trustee and the Servicer,  the Servicing Agreement,  assuming due authorization,
execution  and delivery by the Trustee and the  Servicer,  and the  Contribution
Agreement,   assuming  due   authorization,   execution   and  delivery  by  the
Contributor,  each  constitutes  a legal,  valid and binding  obligation  of the
Issuer,  enforceable against the Issuer in accordance with its terms except that
(A) such enforcement may be subject to bankruptcy,  insolvency,  reorganization,
moratorium or other similar laws (whether  statutory,  regulatory or decisional)
now or hereafter in effect relating to creditors'  rights  generally and (B) the
remedy of specific  performance  and  injunctive  and other  forms of  equitable
relief may be subject to certain equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought,  whether a proceeding
at law or in equity.

<PAGE>

         (d) No Violation. The consummation of the transactions  contemplated by
the fulfillment of the terms of this Indenture,  the Servicing Agreement and the
Contribution  Agreement will not conflict  with,  result in any breach of any of
the terms and provisions of or constitute (with or without notice, lapse of time
or both) a default under the  organizational  documents or bylaws of the Issuer,
or  any  material  indenture,  agreement,  mortgage,  deed  of  trust  or  other
instrument  to which the  Issuer  is a party or by which it is bound,  or in the
creation or  imposition of any Lien upon any of its  properties  pursuant to the
terms of such  indenture,  agreement,  mortgage,  deed of  trust  or other  such
instrument, other than any Lien created or imposed pursuant to the terms of this
Indenture, the Servicing Agreement or the Contribution Agreement, or violate any
law or, to the best of the  Issuer's  knowledge,  any  material  order,  rule or
regulation  applicable  to the  Issuer of any court or of any  federal  or state
regulatory body,  administrative  agency or other  governmental  instrumentality
having jurisdiction over the Issuer or any of its properties.

         (e) No Proceedings.  Except as set forth in the Disclosure  Schedule t,
here are no Proceedings  or  investigations  to which the Issuer,  or any of the
Issuer's  Affiliates,  is a party  pending,  or,  to the  knowledge  of  Issuer,
threatened,  before any court,  regulatory body,  administrative agency or other
tribunal or  governmental  instrumentality  (A) asserting the invalidity of this
Indenture, the Servicing Agreement, the Contribution Agreement or the Notes, (B)
seeking to prevent the issuance of the Notes or the  consummation  of any of the
transactions   contemplated  by  the  Contribution   Agreement,   the  Servicing
Agreement,  this  Indenture  or the Notes or (C)  seeking any  determination  or
ruling that would  materially and adversely affect the performance by the Issuer
of its obligations  under, or the validity or enforceability of, this Indenture,
the Servicing Agreement, the Contribution Agreement or the Notes.

         (f) Approvals. All approvals, authorizations, consents, orders or other
actions of any Person, or of any court, governmental agency or body or official,
required in connection  with the execution and delivery of this  Indenture,  the
Servicing Agreement or the Contribution  Agreement and with the valid and proper
authorization, issuance and sale of the Notes pursuant to this Indenture (except
approvals of State securities  officials under the Blue Sky laws),  have been or
will be taken or obtained on or prior to the Delivery Date.

         (g) Name and Place of Business. The Issuer's legal name is as set forth
in this Indenture.  Except as set forth in the Disclosure  Schedule,  the Issuer
has not used or done  business  under any other name in the  previous  five-year
period.  The Issuer's  principal place of business and chief executive office is
located at 5500 Wayzata Boulevard, Suite 725, Golden Valley, Minnesota 55416, or
at such other  location  where all action  required by Section  11.02(f)  hereof
shall have been  taken  place with  respect to the Trust  Estate.  Except as set
forth in the Disclosure  Schedule,  the Issuer has not used any other address in
the previous five-year period.
<PAGE>

         (h)  Transfer and  Assignment.  Upon the delivery to the Trustee of the
Lease  Contracts  and the filing of the UCC  financing  statements  described in
Section  4.02(a) hereof,  the Trustee for the benefit of the  Noteholders  shall
have a first priority perfected security interest in the Lease Receivables,  the
Lease Contracts and, except with respect to Lease Contracts the original balance
of which was less than  $15,000,  the  Equipment,  and in the proceeds  thereof,
except for Liens permitted under Section  11.02(a) and, with respect to any such
proceeds,  as limited to the extent set forth in Section  9-306 of the UCC as in
effect  in  the  applicable  jurisdiction.   All  filings  (including,   without
limitation,  UCC filings) as are  necessary in any  jurisdiction  to perfect the
interest of the Trustee in the Trust Estate, including the transfer of the Lease
Contracts and the payments to become due thereunder, have been made.

         (i) Stockholders of the Issuer. Sunrise Leasing Corporation is the sole
stockholder of the Issuer,  and it is the registered  owner of all of the Common
Stock of the Issuer;  except as set forth in the Disclosure Schedule all of such
shares of Common  Stock have been  fully paid and are owned of record,  free and
clear of all mortgages,  assignments,  pledges,  security  interests,  warrants,
options and rights to purchase.  Sunrise Leasing  Corporation  will not transfer
shares of Common  Stock of the Issuer  without  the  consent of the Holders of a
majority in principal amount of Notes Outstanding.

         (j) Contribution  Agreement. As of the Delivery Date (and, with respect
to the Subsequent Lease Contracts, the Subsequent Transfer Date), the Issuer has
entered into the Contribution  Agreement and the Lease  Assignment  Agreement or
the Subsequent Lease Assignment Agreement,  as applicable,  with the Contributor
relating to its acquisition of the Lease  Contracts,  the Lease  Receivables and
the related Equipment, and the representations, warranties and covenants made by
the  Contributor  relating to such Lease  Contracts,  Lease  Receivables and the
related  Equipment have been (and, with respect to Subsequent  Lease  Contracts,
Lease  Receivables and the related  Equipment,  will be) validly assigned to and
are for the benefit of the Issuer,  the  Trustee and the  Noteholders,  and such
representations  and  warranties  are (and,  with  respect to  Subsequent  Lease
Contracts, Subsequent Lease Receivables and the related Equipment, will be) true
and correct in all material respects.

         (k) Bulk Transfer Laws. The transfer,  assignment and conveyance of the
Lease  Contracts,  the  Lease  Receivables  and  the  related  Equipment  by the
Contributor to the Issuer pursuant to the Contribution Agreement,  and the grant
of a security  interest in the Lease  Contracts,  the Lease  Receivables and the
related  Equipment by the Issuer to the Trustee pursuant to this Indenture,  are
not subject to the bulk transfer or any similar  statutory  provisions in effect
in any applicable jurisdiction.


<PAGE>

         (l) Solvency.  Neither on the date of the transactions  contemplated by
the Transaction Documents or immediately before or after such transactions,  nor
as a result of the transactions, will the Issuer:

                  (A) be  insolvent  such that the sum of its  debts is  greater
         than all of its respective property, at a fair valuation;

                  (B) be  engaged  in,  or about to  engage  in,  business  or a
         transaction for which any property remaining with the Issuer will be an
         unreasonably  small capital or the remaining  assets of the Issuer will
         be  unreasonably  small in relation to its  respective  business or the
         transaction; and

                  (C) have intended to incur, or believed it would incur,  debts
         that would be beyond its respective ability to pay as such debts mature
         or become due. The Issuer's  assets and cash flow enable it to meet its
         present  obligations in the ordinary  course of business as they become
         due.

         (m) Tax Returns.  All tax returns or extensions required to be filed by
the  Issuer  in any  jurisdiction  have  in fact  been  filed,  and  all  taxes,
assessments, fees and other governmental charges upon the Issuer, or upon any of
the respective  properties,  income or franchises shown to be due and payable on
such returns have been, or will be, paid. To the best of the Issuer's knowledge,
all such tax returns are true and  correct,  and the Issuer has no  knowledge of
any proposed  additional tax assessment against it in any material amount nor of
any basis  therefor.  The provisions for taxes on the books of the Issuer are in
accordance with generally accepted accounting principles.

         (n) Tax Reporting.  The Issuer will treat the  acquisition of the Lease
Contracts,  the Lease Receivables and the related Equipment as a contribution to
the Issuer for federal,  state and local  income tax  reporting  and  accounting
purposes.

         (o)      Subsidiaries.  The Issuer has no subsidiaries.

         (p) Pension  Plans.  Each pension plan or profit  sharing plan to which
the Issuer is a party has been fully funded in accordance  with the  obligations
of the Issuer set forth in such plan.

         (q)  Constituent  Documents.  The Issuer will not amend its Articles of
Incorporation  or its Bylaws  without the consent of the Trustee and the Holders
of a majority in principal amount of the Notes Outstanding.
<PAGE>

         Section  11.02.  Covenants.  The  Issuer  hereby  makes  the  following
covenants on which the Trustee relies in accepting the Trust Estate in trust and
in  authenticating  the Notes.  Such covenants are made as of the Delivery Date,
but shall survive the transfer,  grant and assignment of the Trust Estate to the
Trustee.

         (a) No  Liens.  Except  for  the  conveyances  and  grant  of  security
interests hereunder, the Issuer will not sell, pledge, assign or transfer to any
other Person, or grant, create, incur, assume or suffer to exist any Lien on any
Trust Estate now existing or hereafter created, or any interest therein prior to
the  termination of this Indenture  pursuant to Section 5.01 hereof;  the Issuer
will  notify  the  Trustee  of the  existence  of any Lien on any  Trust  Estate
immediately upon discovery thereof; and the Issuer shall defend the right, title
and  interest of the Trustee in, to and under the Trust  Estate now  existing or
hereafter created, against all claims of third parties claiming through or under
the Issuer;  provided,  however,  that  nothing in this Section  11.02(a)  shall
prevent or be deemed to prohibit the Issuer from  suffering to exist upon any of
the  Trust  Estate  any  Liens  for  municipal  or other  local  taxes and other
governmental charges if such taxes or governmental charges shall not at the time
be due and payable or if the Issuer shall  currently be contesting  the validity
thereof in good faith by appropriate proceedings and shall have set aside on its
books adequate reserves with respect thereto.

         (b)  Delivery of  Collections.  The Issuer  agrees to hold in trust and
promptly pay to the  Servicer  all amounts  received by the Issuer in respect of
the Trust Estate  (other than amounts  distributed  to or for the benefit of the
Issuer pursuant to Article Twelve hereof).

         (c) Obligations with Respect to Lease  Contracts.  The Issuer will duly
fulfill all  obligations on its part to be fulfilled under or in connection with
each Lease Contract and will do nothing to impair the rights of the Trustee (for
the benefit of the Noteholders) in the Lease  Receivables,  the Lease Contracts,
the  Equipment  or any other  part of the Trust  Estate.  As long as there is no
event of default  under the  applicable  Lease  Contract,  the  Issuer  will not
disturb the Customer's  quiet and peaceful  possession of the related  Equipment
and the Customer's unrestricted use thereof for its intended purpose.

         (d)  Compliance  with Law.  The Issuer  will  comply,  in all  material
respects, with all acts, rules,  regulations,  orders, decrees and directions of
any  governmental  authority  applicable  to the  Lease  Contracts  or any  part
thereof,  provided,  however,  that the Issuer may contest any act,  regulation,
order,  decree or direction in any reasonable  manner which shall not materially
and  adversely  affect  the  rights  of the  Trustee  (for  the  benefit  of the
Noteholders)  in the Lease  Contracts,  the Lease  Receivables  and the  related
Equipment.   The  Issuer  will  comply,  in  all  material  respects,  with  all
requirements of law applicable to the Issuer.

         (e)  Preservation  of Note Interest.  The Issuer shall execute and file
such  continuation  statements and any other  documents which may be required by
law to fully  preserve  and protect the interest of the Trustee (for the benefit
of the Noteholders) in the Trust Estate.

         (f) Maintenance of Office,  etc. The Issuer will not, without providing
30 days' prior written notice to the Trustee and without filing such  amendments
to any  previously  filed  financing  statements as the Holders of a majority in
principal  amount of the Notes may  require  or as may be  required  in order to
maintain the Trustee's  perfected  security  interest in the Trust  Estate,  (a)
change  the  location  of its chief  executive  office,  or (b) change its name,
identity or corporate  structure  in any manner  which would make any  financing
statement or  continuation  statement filed by the Issuer in accordance with the
Servicing Agreement or this Indenture seriously misleading within the meaning of
Article 9-402(7) of any applicable enactment of the UCC.
<PAGE>

         (g) Further  Assurances.  Except as set forth in Section 11.02(e),  the
Issuer will make,  execute or endorse,  acknowledge,  and file or deliver to the
Trustee from time to time such schedules, confirmatory assignments, conveyances,
transfer  endorsements,  powers of  attorney,  certificates,  reports  and other
assurances  or  instruments  and take such  other  steps  relating  to the Trust
Estate, as the Trustee may request and reasonably require.

         (h) Notice of Liens. The Issuer shall notify the Trustee promptly after
becoming  aware  of any Lien on any  Trust  Estate,  except  for any  Liens  for
municipal  or other  local  taxes if such taxes  shall not at the time be due or
payable  without  penalty or if the Issuer  shall  currently be  contesting  the
validity  thereof in good faith by  appropriate  proceedings  and shall have set
aside on its books adequate reserves with respect thereto.

         (i)  Activities of the Issuer.  The Issuer (a) shall engage in only (1)
the  acquisition,  ownership,  leasing,  selling and  pledging  of the  property
acquired by the Issuer pursuant to the Contribution  Agreement,  and causing the
issuance of,  receiving and selling the Notes issued  pursuant to this Indenture
and (2) the exercise of any powers permitted to corporations  under the Business
Corporation  Act of the State of Minnesota which are incidental to the foregoing
or necessary to  accomplish  the  foregoing,  and the Issuer shall incur no debt
other than trade payables and expense accruals in connection with its operations
in the normal course of business and debt incurred or assumed as contemplated by
the Contribution Agreement; (b) will (1) maintain its books and records separate
from the books and  records of any other  entity,  (2)  maintain  separate  bank
accounts, and no funds of the Issuer shall be commingled with funds of any other
entity,  (3) keep in full  effect  its  existence,  rights and  franchises  as a
corporation  under  the laws of the  State of  Minnesota,  and will  obtain  and
preserve  its  qualification  to do  business as a foreign  corporation  in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Indenture,  (4) conduct its business from an
office or office  space  separate  from the office of the  Contributor  and will
maintain a  telephone  number  separate  from that of the  Contributor,  and (5)
operate its business  generally so as not to be substantively  consolidated with
any of its Affiliates; and (c) will not (1) dissolve or liquidate in whole or in
part,  (2) own any  subsidiary  or lend or  advance  any  moneys  to, or make an
investment in, any Person,  (3) make any capital  expenditures,  (4)(A) commence
any case,  proceeding  or other action under any existing or future  bankruptcy,
insolvency  or similar  law  seeking to have an order for  relief  entered  with
respect  to it, or seeking  reorganization,  arrangement,  adjustment,  wind-up,
liquidation,  dissolution, composition or other relief with respect to it or its
debts, (B) seek appointment of a receiver,  trustee,  custodian or other similar
official for it or any part of its assets, (C) make a general assignment for the
benefit of creditors, or (D) take any action in furtherance of, or consenting or
acquiescing  in, any of the foregoing,  (5) guarantee  (directly or indirectly),
endorse or otherwise become contingently liable (directly or indirectly) for the
obligations  of, or own or purchase any stock,  obligations  or securities of or
any other  interest in, or make any capital  contribution  to, any other Person,
(6) merge or consolidate with any other Person,  except as permitted pursuant to
Section  11.02(q)  hereof,  (7) engage in any other action that bears on whether
the separate legal identity of the Issuer will be respected,  including  without
limitation  (A)  holding  itself out as being  liable for the debts of any other
party or (B)  acting  other  than in its  corporate  name and  through  its duly
authorized  officers or agents, or (8) create,  incur,  assume, or in any manner
become  liable in respect of any  indebtedness  other  than trade  payables  and
expense  accruals  incurred in the  ordinary  course of  business  and which are
incidental to its business purpose; provided,  however, that the Issuer may take
any action prohibited by this clause (8) if the Issuer shall cause, prior to the
taking of such action, an Opinion of Counsel  experienced in federal  bankruptcy
matters, in substance  satisfactory to the Trustee and the Holders of 66-2/3% in
aggregate  principal  amount of the  Outstanding  Notes,  to be delivered to the
Trustee and the Noteholders stating to the effect that the taking of such action
will not adversely  affect the substantive  nonconsolidation  of the Issuer with
the  Contributor  in  the  event  of  a  bankruptcy   proceeding  involving  the
Contributor.  The  Issuer  shall  not  amend  any  article  in its  Articles  of
Incorporation  or its Bylaws that deals with any matter  discussed above without
the prior  written  consent of the  Holders of  66-2/3% in  aggregate  principal
amount of the Outstanding Notes.

         (j)  Directors.  The  Issuer  agrees  that at all  times,  at least one
director  and one  executive  officer  that will not be a  director,  officer or
employee of any direct or ultimate parent, or Affiliate of such parent or of the
Issuer  (other  than  Issuer);  provided,  however,  that (a)  such  independent
director may also be the independent  officer and (b) such independent  director
and such independent  officer may serve in similar capacities for other "special
purpose  corporations"  formed by the Issuer and its  Affiliates.  The  Issuer's
Articles  of  Incorporation  shall at all times  provide  that such  independent
director shall have a fiduciary duty to the Holders of the Notes.
<PAGE>

         (k) Consolidated  Return. The Issuer is a member of an affiliated group
with the  Contributor  within the  meaning of section  1504 of the Code and will
file a consolidated return with the Contributor for federal income tax purposes.

         (1) Ownership of the  Equipment.  The Issuer  warrants that it owns the
Equipment  and that it will defend such  interest in the  Equipment  against all
Persons,  claims and demands  whatsoever.  The Issuer  shall not  assign,  sell,
pledge,  or  exchange,  or in any  way  encumber  or  otherwise  dispose  of the
Equipment,  except as permitted under this  Indenture.  Within 90 days following
the delivery to the Trustee of any Lease Contract which is pledged by the Issuer
under this Indenture as part of the Trust Estate, the Issuer shall file such UCC
financing statements as are necessary to evidence the Issuer's assignment of the
related Equipment to the Trustee for the benefit of the Noteholders.  The Issuer
warrants that the Trustee will have a valid first  priority  perfected  security
interest in the Equipment upon the filing of such UCC financing statements.

         (m) Taxable Income from the Lease  Receivables.  The Issuer shall treat
the Lease Contracts, the Lease Receivables and the related Equipment as owned by
it for federal, State and local income tax purposes, and any affiliated group of
which the  Issuer is a member  within the  meaning  of section  1504 of the Code
shall treat the Lease Contracts, the Lease Receivables and the related Equipment
as owned by the Issuer for federal,  State and local income tax purposes,  shall
report and include in the  computation of the Issuer's gross income for such tax
purposes in its consolidated or combined return the rental and other income from
the Lease  Contracts,  Lease  Receivables  and the related  Equipment  and shall
deduct the interest paid or accrued with respect to the Notes in accordance with
its applicable method of accounting for such purposes.
<PAGE>

         (n) Maintenance of Office or Agency. The Issuer will maintain an office
or agency  within the United  States of America  where Notes may be presented or
surrendered  for payment,  where Notes may be surrendered  for  registration  of
transfer  or  exchange  and where  notices  and  demand to or upon the Issuer in
respect  of the  Notes and this  Indenture  may be  served.  The  Issuer  hereby
initially  appoints the Trustee at the  Corporate  Trust Office for each of said
purposes.  The Issuer will give 30 days' prior written notice to the Trustee and
the Noteholders of any change in the location,  of any such office or agency. If
at any time the Issuer shall fail to maintain any such office or agency or shall
fail to furnish  the  Trustee  with the  address  thereof,  such  presentations,
surrenders,  notices and demands may be made or served at the  Trustee,  and the
Issuer hereby appoints the Trustee its agent to receive all such  presentations,
surrenders, notices and demands.

         (o) Money for Note  Payments  to Be Held in Trust.  The  Trustee  shall
execute and  deliver,  and if there is any Paying  Agent other than the Trustee,
the Issuer  will cause each  Paying  Agent other than the Trustee to execute and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee that,  subject to the provisions of this Section 11.02,  such Paying
Agent will:

                  (i) hold all sums held by it for the payment of  principal  of
         or  interest  on Notes  in trust  for the  benefit  of the  Noteholders
         entitled  thereto  until  such sums  shall be paid to such  Persons  or
         otherwise disposed of as herein provided;

                  (ii) give the Trustee  notice of any Default by the Issuer (or
         any other  obligor  upon the  Notes) in the  making of any  payment  of
         principal or interest; and

                  (iii) at any time during the  continuance of any such Default,
         upon the written  request of the Trustee,  forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

         The  Issuer  may  at  any  time,  for  the  purpose  of  obtaining  the
satisfaction  and discharge of this Indenture or for any other purpose,  pay, or
by Issuer  Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by such Paying  Agent,  such sums to be held by the Trustee  upon the same
trusts as those upon which such sums were held by such Paying  Agent;  and, upon
such  payment by any Paying  Agent to the  Trustee,  such Paying  Agent shall be
released from all further liability with respect to such money.

         Any money  deposited  with the Trustee or any Paying Agent in trust for
the payment of the principal of or interest on any Note and remaining  unclaimed
for three years  after such  principal  or  interest  has become due and payable
shall be paid to the Issuer on Issuer Request; and the Holder of such Note shall
thereafter,  as an unsecured  general  creditor,  and subject to any  applicable
statute of  limitations,  look only to the Issuer for payment  thereof,  and all
liability  of the Trustee or such Paying  Agent with respect to such trust money
or the related Note, shall thereupon cease; provided,  however, that the Trustee
or such Paying Agent,  before being required to make any such repayment,  may at
the expense of the Issuer cause to be published  once, in a newspaper  published
in the English  language,  customarily  published  on each  Business  Day and of
general  circulation in the city in which the Corporate Trust Office is located,
notice  that such  money  remains  unclaimed  and that,  after a date  specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Issuer.
The Trustee may also adopt and employ,  at the expense of the Issuer,  any other
reasonable means of notification of such repayment  (including,  but not limited
to, mailing  notice of such repayment to Noteholders  whose right to or interest
in monies due and payable but not  claimed is  determinable  from the records of
any Paying  Agent,  at the last  address as shown on the Note  Register for each
such Noteholder).

         (p) Enforcement of Servicing Agreement and Contribution Agreement.  The
Issuer will take all  actions  necessary,  and  diligently  pursue all  remedies
available  to  it,  to  the  extent  commercially  reasonable,  to  enforce  the
obligations  of the Servicer under the Servicing  Agreement and the  Contributor
under the Contribution Agreement and to secure its rights thereunder.
<PAGE>

         (q) Issuer May  Consolidate,  etc.,  Only on Certain Terms.  The Issuer
shall  not  consolidate  or merge  with or into any  other  Person  or convey or
transfer its properties and assets  substantially  as an entirety to any Person,
unless:

                  (i) the  Person  (if  other  than  the  Issuer)  formed  by or
         surviving such  consolidation or merger or which acquires by conveyance
         or transfer the properties and assets of the Issuer substantially as an
         entirety shall be a Person  organized and existing as a limited purpose
         entity  under the laws of the  United  States of  America  or any State
         thereof and shall have expressly assumed, by an indenture  supplemental
         hereto,  executed  and  delivered to the  Trustee,  in form  reasonably
         satisfactory  to the Trustee,  the  obligation to make due and punctual
         payments of the  principal  of and  interest on all of the Notes and to
         perform every  covenant of this  Indenture on the part of the Issuer to
         be performed or observed; and

                  (ii) immediately after giving effect to such  transaction,  no
         Event of Default or Default shall have occurred and be continuing; and

                  (iii) the  Issuer  shall  have  delivered  to the  Trustee  an
         Officer's  Certificate and an Opinion of Counsel each stating that such
         consolidation,  merger,  conveyance  or transfer and such  supplemental
         indenture  comply  with this  Article  Eleven  and that all  conditions
         precedent  herein provided for relating to such  transaction  have been
         complied with; and

                  (iv) such consolidation,  merger, conveyance or transfer shall
         be on such terms as shall fully preserve the lien and security  hereof,
         the  perfection  and priority  thereof and the rights and powers of the
         Trustee and the Holders of the Notes hereunder; and

                  (v) the surviving  entity shall be a "special purpose entity";
         i.e., shall have an organizational charter substantially similar to the
         Articles  of  Incorporation  and the  Bylaws  of the  Issuer  including
         specific  limitations  on the business  purposes,  and  provisions  for
         independent directors; and

                  (vi) the Issuer shall have obtained the prior written  consent
         of the Holders of a majority in principal amount of the Notes.

         (r) Successor  Substituted.  Upon any  consolidation or merger,  or any
conveyance or transfer of the properties and assets of the Issuer  substantially
as an entirety in accordance with Section 11.02(q) hereof,  the Person formed by
or  surviving  such  consolidation  or merger (if other than the  Issuer) or the
Person to which such  conveyance  or transfer  is made shall  succeed to, and be
substituted  for,  and may  exercise  every right and power of, the Issuer under
this  Indenture  with the same  effect as if such  Person  had been named as the
Issuer herein. In the event of any such conveyance or transfer, the Person named
as the "Issuer" in the first paragraph of this instrument or any successor which
shall  theretofore  have become such in the manner  prescribed  in this  Article
Eleven shall be released  from its  liabilities  as obligor and maker on all the
Notes  and from its  obligations  under  this  Indenture  and may be  dissolved,
wound-up and liquidated at any time thereafter.

         (s) Use of Proceeds.  The  proceeds  from the sale of the Notes will be
used by the Issuer (i) to pay the Lease Acquisition  Consideration,  (ii) to pay
the expenses  associated  with the issuance of Notes  pursuant to this Indenture
and the transactions  contemplated hereby and by the Contribution  Agreement and
the Servicing  Agreement and (iii) for the Issuer's general  business  purposes.
None of the  transactions  contemplated  in  this  Indenture,  the  Contribution
Agreement or the Servicing Agreement (including the use of the proceeds from the
sale of the Notes)  will result in a  violation  of Section 7 of the  Securities
Exchange Act of 1934, as amended,  or any regulations  issued pursuant  thereto,
including  Regulations  G, T, U and X of the Board of  Governors  of the Federal
Reserve  System,  12 C.F.R.,  Chapter  II. The Issuer  does not own or intend to
carry or purchase any "margin security" within the meaning of said Regulation G,
including margin securities originally issued by it or any "margin stock" within
the meaning of said Regulation U.

         (t)  Investment  Company  Act of 1940.  The  Issuer  will at all  times
conduct its operations in a manner which will not subject it to  registration as
an "investment  company"  under the Investment  Company Act of 1940, as amended.
The Issuer will not issue or  register  the  transfer  of any of its  membership
interests if  immediately  after such  issuance or transfer  there would be more
than 100 beneficial owners (within the meaning of the Investment  Company Act of
1940, as amended) of (i) the Notes, (ii) the membership  interests of the Issuer
and (iii) all other securities of the Issuer.
<PAGE>

         (u)  Transactions  with  Affiliates.  The Issuer will not enter into or
cause,  suffer or permit to exist any  arrangement  or contract  with any of its
Affiliates  unless such  arrangement  or contract is fair and  equitable  to the
Issuer,  is  commercially  reasonable  and is an arrangement or contract no less
favorable  to the Issuer than  generally  available on an  arms-length  basis in
equitable transactions with third parties.

         (v)  Preparation  of Private  Placement  Memorandum.  The Issuer  shall
prepare  and  deliver  to the  initial  Holder of the Notes a Private  Placement
Memorandum  satisfactory  to the Placement  Agent within a reasonable  time upon
such Holder's request.

         Section  11.03.  Other  Matters as to the  Issuer.  (a)  Limitation  on
Liability of Directors,  Officers,  or Employees of the Issuer.  The  directors,
officers,  or employees  of the Issuer  shall not be under any  liability to the
Trustee, the Noteholders, the Issuer, the Servicer or any other Person hereunder
or pursuant to any document delivered  hereunder,  it being expressly understood
that all such liability is expressly  waived and released as a condition of, and
as  consideration  for, the execution of this  Indenture and the issuance of the
Notes.

         (b) Parties Will Not Institute Insolvency Proceedings.  So long as this
Indenture is in effect, and for one year following its termination,  none of the
parties hereto or any Affiliate  thereof will file any  involuntary  petition or
otherwise institute any bankruptcy,  reorganization,  arrangement, insolvency or
liquidation proceeding or other proceeding under any federal or state bankruptcy
or similar law against or by the Issuer.

                                 Article Twelve

                            Accounts and Accountings

         Section  12.01.  Collection  of Money.  Except as  otherwise  expressly
provided  herein,  the  Trustee  may demand  payment or  delivery  of, and shall
receive and collect,  directly and without  intervention  or  assistance  of any
fiscal agent or other  intermediary,  all money and other property payable to or
receivable by the Trustee  pursuant to this Indenture.  The Trustee shall,  upon
request from the  Servicer,  provide the Servicer  with  sufficient  information
regarding the amount of collections with respect to the Lease Contracts received
by the  Trustee in the  accounts  held in the name of the  Trustee to permit the
Servicer to perform its duties under the Servicing Agreement.  The Trustee shall
hold all such money and  property so received by it as part of the Trust  Estate
and shall apply it as provided in this Indenture.  If any Lease Contract becomes
a Defaulted Lease Contract,  the Trustee,  upon Issuer or Servicer  request may,
and upon the  request or the Holders of a majority  in  principal  amount of the
Outstanding  Notes shall, take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of appropriate
Proceedings.  Any such action shall be without prejudice to any right to claim a
Default or Event of Default under this  Indenture  and to proceed  thereafter as
provided in Article Six hereof.

         Section 12.02. Collection Account. (a) On or prior to the Closing Date,
the Trustee shall open and maintain a trust account (the "Collection  Account"),
which at all times shall be an Eligible Account,  in the name of the Trustee for
the benefit of the Noteholders,  for the receipt of (i) payments remitted to the
Trustee by the Servicer,  (ii) amounts  transferred from the Pre-Funding Account
in accordance  with Section  12.03(d)(ii)  and (iii) and (iii) any  Reinvestment
Income.  Funds in the Collection  Account shall not be commingled with any other
monies.  All  payments  to be  made  from  time to  time  by the  Issuer  to the
Noteholders  out of funds in the Collection  Account  pursuant to this Indenture
shall be made by the  Trustee  or the  Paying  Agent of the  Issuer.  All monies
deposited from time to time in the Collection Account pursuant to this Indenture
shall be held by the Trustee as part of the Trust Estate as herein provided.
<PAGE>

         (b) Upon  Issuer  Order,  the  Trustee  shall  invest  the funds in the
Collection Account in Eligible  Investments.  The Issuer Order shall specify the
Eligible  Investments  in which the Trustee shall  invest,  shall state that the
same are Eligible  Investments and shall further specify the percentage of funds
to be invested in each Eligible  Investment.  No such Eligible  Investment shall
mature later than the second  Business Day preceding the next following  Payment
Date and shall not be sold or disposed of prior to its maturity;  provided that,
Eligible  Investments  of the type  described in clause (i) of the definition of
Eligible Investments may mature on such Payment Date. In the absence of a Issuer
Order,  the Trustee  shall  invest funds in the  Collection  Account in Eligible
Investments  described  in  clause  (vii) of the  definition  thereof.  Eligible
Investments  shall be made in the name of the  Trustee  for the  benefit  of the
Noteholders.   The  Trustee  shall  provide  to  the  Servicer  monthly  written
confirmation of such investments,  describing the Eligible  Investments in which
such amounts have been  invested.  Any funds not so invested  must be insured by
the Federal Deposit Insurance Corporation.

         (c) Any income or other gain from  investments in Eligible  Investments
as outlined in (b) above shall be credited to the  Collection  Account,  and any
loss resulting from such investments shall be charged to such account; provided,
however,  that the  Issuer  shall  make or  cause  to be made no later  than the
applicable Payment Date a deposit to the Collection Account to the extent of any
losses  therein  caused  as a result  of the  Issuer's  investment  instructions
provided for herein.  The Trustee  shall not be liable for any loss  incurred on
any funds  invested in Eligible  Investments  pursuant to the provisions of this
Section 12.02.

         (d) On each  Payment  Date,  if either no  Default  or Event of Default
shall have  occurred and be  continuing,  or a Default or Event of Default shall
have occurred and be continuing  but the entire unpaid  principal  amount of the
Notes  shall not have been  declared  due and payable  pursuant to Section  6.02
hereof,  then on such Payment  Date,  after making all transfers and deposits to
the Collection  Account pursuant to Section  12.02(a) hereof,  the Trustee shall
withdraw from the Collection Account (other than amounts  representing  payments
of  Lease  Receivables  due  after  the  related  Calculation  Date  immediately
preceding such Payment Date)  including the  Reinvestment  Income  therein,  and
shall make the following disbursements in the following order in accordance with
the provisions of and instructions on the Monthly  Servicer's  Report;  provided
that the Trustee shall  withdraw from the  Collection  Account and make interest
payments  based on the  outstanding  principal  balance  of the Notes even if it
shall not have received the Monthly Servicer's Report.

                  (i) to pay to the Trustee the Trustee Fee then due;

                  (ii) to pay to the  Servicer:  (A) the  Servicer  Fee; (B) the
         amounts necessary to reimburse the Servicer and any successor  Servicer
         as  provided  in  Section  3.09(a)  of  the  Servicing   Agreement  for
         reasonable  costs and  expenses  incurred  by the  Servicer  (including
         reasonable  attorney's fees and  out-of-pocket  expenses) in connection
         with the  realization,  attempted  realization or enforcement of rights
         and remedies upon Defaulted Lease  Contracts,  from amounts received as
         Recoveries from any Defaulted Lease Contracts; (C) all amounts received
         in respect of Lease  Receivables  as to which the  Servicer has made an
         unrecovered  Servicer Advance,  to the extent of such Servicer Advance;
         (D) all  amounts  received  in respect of  Servicing  Charges;  (E) the
         amount  necessary  to reimburse  the Servicer for any Servicer  Advance
         deemed by the Servicer to be  unrecoverable;  (F) any Servicer Advances
         that have not been otherwise  reimbursed;  and (G) all amounts received
         in respect of taxes to be paid by any Customers;

                  (iii) to pay the  aggregate  interest  due on the  Outstanding
         Notes on that Payment Date and any overdue  interest,  to be applied as
         provided in Section 3.07 hereof;

                  (iv)  to  pay  the  Principal   Distribution  Amount  for  all
         Outstanding Notes on that Payment Date, to be applied to the payment of
         Note principal until the Notes are paid in full;

                  (v) to pay to the Trustee any other amounts due to the Trustee
         as expressly provided herein and in the Servicing Agreement;

                  (vi)  to  pay to the  Servicer,  any  other  amounts  due  the
         Servicer as expressly  provided herein and in the Servicing  Agreement;
         and

                  (vii) to remit any excess funds to or at the  direction of the
         Issuer in accordance with the  instructions  on the Monthly  Servicer's
         Report.

         The foregoing  provisions of paragraph  12.02(d)  notwithstanding,  any
monies  deposited in the  Collection  Account for  purposes of  redeeming  Notes
pursuant to Article Ten hereof shall, subject to Section 11.02(o) hereof, remain
in the Collection Account until used to redeem the Notes.

         (e) Upon the Issuer's or the Trustee's  obtaining  actual  knowledge of
the occurrence of any Trigger Event, the Issuer or the Trustee,  as the case may
be, shall within two Business Days of obtaining such actual knowledge notify the
Noteholders of such occurrence.

         Section 12.03.  Pre-Funding Account. (a) Prior to the Closing Date, the
Issuer  shall  cause the  Trustee  to open and  maintain  a trust  account  (the
"Pre-Funding Account"),  which at all times will be an Eligible Account, for the
benefit of the  Noteholders.  On the Closing Date, the Issuer shall deposit into
the  Pre-Funding  Account  the  Pre-Funded  Amount.  Monies  on  deposit  in the
Pre-Funding  Account will be invested at the written  direction of the Issuer in
Eligible Investments during the term of this Indenture,  and any income or other
gain  realized  from  such  investment,  shall  be  held by the  Trustee  in the
Pre-Funding  Account  as part of the  Trust  Estate  as  security  for the Notes
subject to  disbursement  and  withdrawal  as herein  provided.  Monies shall be
subject to withdrawal in accordance with Section 12.03(d) hereof.
<PAGE>

         (b) Upon Issuer Order all or a portion of the Pre-Funding Account shall
be invested  and  reinvested  at the Issuer's  written  direction in one or more
Eligible  Investments.  In the absence of an Issuer  Order,  the  Trustee  shall
invest funds in the  Pre-Funding  Account in Eligible  Investments  described in
clause  (vi) of the  definition  thereof.  All  income  or other  gain from such
investments shall be credited to such Pre-Funding Account and any loss resulting
from such investments  shall be charged to such Pre-Funding  Account;  provided,
however,  that the Issuer  shall  make or cause to be made on any  Determination
Date a deposit to the  Pre-Funding  Account to the extent of any losses  therein
caused  as a  result  of  the  Issuer's  investment  instructions.  No  Eligible
Investment  shall mature later than the Business Day  preceding  the  Subsequent
Transfer  Date or, if later the end of the Funding  Period and shall not be sold
or disposed of prior to its maturity.  Eligible Investments shall be made in the
name of the  Trustee  for the  benefit of the  Noteholders.  The  Trustee  shall
provide  to the  Servicer  monthly  written  confirmation  of such  investments,
describing  the Eligible  Investments  in which such amounts have been invested.
Any funds not so  invested  must be insured  by the  Federal  Deposit  Insurance
Corporation.

         (c) If any amounts  invested as  provided  in Section  12.03(b)  hereof
shall be needed for  disbursement  from the Pre-Funding  Account as set forth in
Section  12.03(d)  hereof,  the  Trustee  shall cause such  investments  of such
Pre-Funding  Account to be sold or otherwise  converted to cash to the credit of
such  Pre-Funding  Account.  The Trustee shall not be liable for any  investment
loss  resulting  from  investment  of money in the  Pre-Funding  Account  in any
Eligible  Investment  in  accordance  with the terms  hereof  (other than in its
capacity as obligor under any Eligible Investment).

         (d)  Disbursements  from the Pre-Funding  Account shall be made, to the
extent funds therefor are available, only as follows:

                  (i)  on the  Subsequent  Transfer  Date,  the  Servicer  shall
         instruct  the Trustee in writing (x) to withdraw  from the  Pre-Funding
         Account  an  amount  equal  to the  sum of (A) the  Implicit  Principal
         Balances of the Subsequent Lease Contracts transferred to the Issuer on
         the Subsequent  Transfer Date as of the Subsequent Cut-Off Date and (B)
         any Scheduled  Payments with respect to the Subsequent  Lease Contracts
         due on or prior to the Subsequent Cut-Off Date but not received through
         the Subsequent Cut-Off Date and (y) subject to the receipt of the items
         described in subparagraph (e) of this Section 12.03, to distribute such
         amount to or at the  direction  of the  Issuer in  accordance  with the
         instructions provided to the Trustee;

                  (ii) if (x) the Pre-Funded Amount has not been reduced to zero
         prior to the Payment Date on or  immediately  following  the end of the
         Funding  Period or (y) prior to any  Payment  Date  during the  Funding
         Period, an Event of Default, Servicer Event of Default or Trigger Event
         occurs, then the Trustee shall withdraw from the Pre-Funding Account on
         such Payment Date all amounts  remaining on deposit in the  Pre-Funding
         Account (excluding any Reinvestment Income in such account) and deposit
         such  amounts  in  the  Collection  Account  for  distribution  to  the
         Noteholders in accordance with Section 12.02(d)(iv) hereof; and
<PAGE>

                  (iii) on the  Determination  Date  immediately  preceding each
         Payment  Date,   the  Trustee   shall   withdraw   funds   representing
         Reinvestment   Income  from  the  Pre-Funding   Account,   pursuant  to
         instructions in the Monthly  Servicer's  Report, and deposit such funds
         in the Collection Account, on or prior to 4:00 p.m.,  Minneapolis time,
         on such  Determination  Date, for  disbursement  in accordance with the
         provisions of Section 12.02(d) hereof.

         (e) The Issuer shall provide to the Trustee on the Subsequent  Transfer
Date  the  following  items  with  respect  to any  Subsequent  Lease  Contracts
transferred on such date:

                  (i) a supplement to the Contribution  Agreement  substantially
         in the form of Schedule I to the related  Subsequent  Lease  Assignment
         Agreement  and  Exhibit  C hereto,  subjecting  such  Subsequent  Lease
         Contracts  and  the  related   Subsequent  Lease   Receivables  to  the
         provisions  thereof  and  hereof  and  providing  with  respect to such
         Subsequent  Lease  Contracts  the  information  set  forth in the Lease
         Schedule;

                  (ii) the original executed  counterpart of the Lease Contracts
         relating to such  Subsequent  Lease  Contracts  and the  related  Lease
         Contract File;

                  (iii) evidence that UCC financing  statements  have been filed
         with respect to such  Subsequent  Lease  Contracts in  accordance  with
         Section 4.02 hereof; and

                  (iv) an Opinion of Counsel in  accordance  with  Section  4.07
         hereof.

         Section 12.04.  Reports by Trustee to Noteholders.  (a) On each Payment
Date the  Trustee  shall  account to each  Holder of Notes on which  payments of
principal and interest are then being made the amount which represents principal
and the amount which represents interest, and shall contemporaneously advise the
Issuer of all such  payments.  The Trustee shall be deemed to have satisfied its
obligations under this Section 12.04 by delivering the Monthly Servicer's Report
to each such  Holder of the Notes and by causing  the  Servicer  to deliver  the
Monthly  Servicer's Report to the Issuer.  The Servicer hereby agrees to deliver
the Mnthly  Servicer's  Report to the Issuer. On or before the 10th day prior to
the Final  Payment Date for the Notes the Trustee  shall  provide  notice to the
Holders of the Notes of the Final Payment Date for the Notes.  Such notice shall
include (1) a statement  that interest  shall cease to accrue as of the last day
preceding  the date on which  such  Final  Payment  Date  occurs,  and (2) shall
specify the place or places at which presentation and surrender may be made.

         (b) The  Trustee  shall,  on a  monthly  basis  beginning  on the first
Calculation  Date,  confirm the credit rating or, if more than one credit rating
has been  assigned,  each such credit rating of each  institution in which funds
are invested  pursuant to clause (vi) of the definition of Eligible  Investments
and shall  promptly  notify the  Noteholders  if any such credit rating has been
lowered,  and the  Trustee  is not  able to move  affected  funds  into  another
Eligible  Investment;  if the  Trustee  moves  funds  in  accordance  with  this
sentence, it will promptly provide notice of such movement to the Issuer.

         (c) At least annually,  the Trustee shall distribute to Noteholders any
Form 1099 or similar  information  returns  required by applicable tax law to be
distributed  to the  Noteholders  and  received  in  accordance  with  the  next
sentence.  The  Servicer,  at its own  expense,  shall  prepare  or  cause to be
prepared  all  such   information  for   distribution  by  the  Trustee  to  the
Noteholders.
<PAGE>

                                Article Thirteen

                        Provisions of General Application

         Section  13.01.   Acts  of  Noteholders.   (a)  Any  request,   demand,
authorization,  direction,  notice,  consent, waiver or other action provided by
this  Indenture  to be  given or taken by  Noteholders  may be  embodied  in and
evidenced by one or more  instruments of  substantially  similar tenor signed by
such Noteholders in person or by an agent duly appointed in writing; and, except
as herein otherwise expressly provided,  such action shall become effective when
such  instrument or instruments  are delivered to the Trustee,  and, where it is
hereby expressly  required,  to the Issuer.  Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments. Proof
of execution of any such  instrument or of a writing  appointing  any such agent
shall be  sufficient  for any purpose of this  Indenture and (subject to Section
7.01 hereof)  conclusive in favor of the Trustee and the Issuer,  if made in the
manner provided in this Section 13.01.

         (b) The  fact  and  date of the  execution  by any  Person  of any such
instrument  or  writing  may be proved in any  manner  which the  Trustee  deems
sufficient.

         (c)      The ownership of Notes shall be proved by the Note Register.

         (d) Any request,  demand,  authorization,  direction,  notice, consent,
waiver or other  action by the Holder of any Note shall bind the Holder of every
Note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof,  in respect of anything done, omitted or suffered to be done by
the Trustee or the Issuer in reliance  thereon,  whether or not notation of such
action is made upon such Note.

         Section  13.02.  Notices,  etc., to Trustee,  Issuer and Servicer.  Any
request,  demand,  authorization,  direction,  notice, consent, waiver or Act of
Noteholders or other document provided or permitted by this Indenture to be made
upon,  given or furnished to, or filed with any party hereto shall be sufficient
for every purpose hereunder if in writing and telecopied or mailed,  first-class
postage prepaid and addressed to the appropriate address below:

         (a) to the Trustee at Sixth Street and Marquette  Avenue,  Minneapolis,
Minnesota  55479-0070  (facsimile number (612) 667-3839),  Attention:  Corporate
Trust Services--Asset-Backed  Administration, or at any other address previously
furnished in writing to the Issuer, the Noteholders and the Servicer; or

         (b) to the  Issuer at  Sunrise  Funding  Corporation  I,  5500  Wayzata
Boulevard,  Suite 725, Golden Valley,  Minnesota 55416  (telephone  number (612)
513-3280), Attention: President, or at any other address previously furnished in
writing to the Trustee, the Noteholders and the Servicer by the Issuer; or

         (c) to  the  Servicer  at  Sunrise  Leasing  Corporation,  550  Wayzata
Boulevard,  Suite 725, Golden Valley,  Minnesota 55416  (facsimile  number (612)
513-3299), Attention: President, or at any other address previously furnished in
writing to the Trustee, the Noteholders and the Issuer.

         Section 13.03.  Notices to  Noteholders;  Waiver.  Where this Indenture
provides  for  notice  to  Noteholders  of  any  event,  such  notice  shall  be
sufficiently  given (unless  otherwise herein expressly  provided) if in writing
and mailed,  first-class  postage prepaid,  to each Noteholder  affected by such
event,  at such  Noteholder's  address as it appears on the Note  Register,  not
later than the latest date, and not earlier than the earliest  date,  prescribed
for the giving of such  notice.  In any case in which notice to  Noteholders  is
given by mail,  neither the failure to mail such  notice,  nor any defect in any
notice so mailed,  to any particular  Noteholder shall affect the sufficiency of
such notice with respect to other Noteholders, and any notice which is mailed in
the manner  herein  provided  shall  conclusively  be presumed to have been duly
given.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person  entitled  to  receive  such  notice,  either
before or after the  event,  and such  waiver  shall be the  equivalent  of such
notice.  Waivers of notice by Noteholders  shall be filed with the Trustee,  but
such filing  shall not be a condition  precedent  to the  validity of any action
taken in reliance upon such waiver.

         In case,  by reason of the  suspension  of  regular  mail  service as a
result of a strike,  work stoppage or similar activity,  it shall be impractical
to mail  notice of any event to  Noteholders  when such notice is required to be
given  pursuant to any  provision of this  Indenture,  then any manner of giving
such  notice as shall be  satisfactory  to the  Trustee  shall be deemed to be a
sufficient giving of such notice.

         Section  13.04.  Effect of Headings and Table of Contents.  The Article
and Section  headings herein and the Table of Contents are for convenience  only
and shall not affect the construction hereof.
<PAGE>

         Section 13.05.  Successors and Assigns. All covenants and agreements in
this Indenture by the Issuer shall bind its  successors and assigns,  whether so
expressed or not.

         Section 13.06. Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable,  the validity, legality
and enforceability of the remaining  provisions shall not in any way be affected
or unpaired thereby.

         Section 13.07.  Benefits of Indenture.  Nothing in this Indenture or in
the Notes, express or implied,  shall give to any Person, other than the parties
hereto, the Noteholders, and any Paying Agent which may be appointed pursuant to
the provisions hereof, and any of their successors hereunder, any benefit or any
legal or  equitable  right,  remedy or claim under this  Indenture  or under the
Notes.

         Section  13.08.  Legal  Holidays.  In any case in which the date of any
Payment  Date or the Stated  Maturity  of any Note shall not be a Business  Day,
then  (notwithstanding  any  other  provision  of the  Notes or this  Indenture)
payment of  principal,  interest,  or premium,  if any, need not be made on such
date,  but may be made on the next  succeeding  Business Day with the same force
and effect as if made on the nominal date of any such Stated Maturity or Payment
Date and,  assuming  such payment is actually made on such  subsequent  Business
Day, no  additional  interest  shall accrue on the amount so paid for the period
from and after any such nominal date.

         Section  13.09.  Governing  Law. This  Indenture and each Note shall be
construed in  accordance  with and governed by the internal laws of the State of
Minnesota  applicable to agreements  made and to be performed  therein,  without
regard to the conflict of laws provisions of any State.

         Section  13.10.  Counterparts.  This  Indenture  may be executed in any
number  of  counterparts,  each of which so  executed  shall be  deemed to be an
original,  but all such counterparts  shall together  constitute but one and the
same instrument.

         Section  13.11.  Obligation.  No  recourse  may be taken,  directly  or
indirectly,   against  any  incorporator,   subscriber  to  the  capital  stock,
stockholder,  member, partner, employee, officer or director of the Issuer or of
any  predecessor  or  successor  of the  Issuer  with  respect  to the  Issuer's
obligations  on the Notes or under this  Indenture or any  certificate  or other
writing delivered in connection herewith.

         Section  13.12.   Compliance   Certificates  and  Opinions.   Upon  any
application,  order or request by the Issuer or the  Servicer  to the Trustee to
take any  action  under any  provision  of this  Indenture  for which a specific
request  is  required  under this  Indenture,  the  Issuer or the  Servicer,  as
applicable,  shall furnish to the Trustee an Officer's Certificate of the Issuer
or the Servicer, as applicable,  stating that all conditions precedent,  if any,
provided  for in this  Indenture  relating  to the  proposed  action  have  been
complied with,  except that in the case of any such application or request as to
which the furnishing of a different  certificate is specifically required by any
provision of this Indenture relating to such particular  application or request,
no additional certificate need be furnished.
<PAGE>

         Every  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant provided for in this Indenture shall include:

         (a) a  statement  that each  individual  signing  such  certificate  or
opinion  has read or has caused to be read such  covenant or  condition  and the
definitions herein relating thereto;

         (b) a brief  statement as to the nature and scope of the examination or
investigation   upon  which  the  statements  or  opinions   contained  in  such
certificate or opinion are based;

         (c) a  statement  that,  in the opinion of each such  individual,  such
individual has made such  examination or investigation as is necessary to enable
such  individual  to  express  an  informed  opinion  as to  whether or not such
covenant or condition has been complied with; and

         (d) a statement as to whether,  in the opinion of each such individual,
such condition or covenant has been complied with.


<PAGE>


         In Witness  Whereof,  the Issuer,  the  Servicer  and the Trustee  have
caused this Indenture to be duly executed by their respective officers thereunto
duly authorized as of the day and year first above written.

                                 Sunrise Funding Corporation I, Issuer

                                 By:      /s/ R. Bradley Pike
                                 Name:    R. Bradley Pike
                                 Title:  President

                                 SUNRISE LEASING CORPORATION,
                                        Servicer

                                  By:      /s/ Barry J. Schwach
                                  Name:    Barry  J. Schwach
                                  Title:   Chief Financial Officer

                                  NORWEST BANK MINNESOTA, NATIONAL
                                    ASSOCIATION, Trustee

                                  By:      /s/ Thomas Wraalstad
                                  Name:    Thomas Wraalstad
                                  Title:   Corporate Trust Officer