AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


     This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND WAIVER,  dated as
of  November 7, 1996 (the  "Amendment"),  among  Sunrise  Resources,  Inc.  (the
"Original Borrower"),  Sunrise Leasing Corporation ("SLC;" and together with the
Original  Borrower being sometimes  hereinafter  referred to collectively as the
"Borrowers" and  individually as a "Borrower") and The Daiwa Bank,  Limited (the
"Lender").

                                    RECITALS:

     A. The  Original  Borrower  and the Lender are parties to that certain Loan
and Security Agreement dated as of February 7, 1995 (the "1995 Loan Agreement").

     B. On or about March 31, 1995, the Original Borrower  transferred to SLC, a
wholly-owned  Subsidiary of the Original Borrower,  a substantial portion of the
Original  Borrower's assets  including,  without  limitation,  the "Loan Support
Leases" in violation of the Original  Agreement.  In connection  therewith,  SLC
agreed  with the  Original  Borrower  to assume all of the  Original  Borrower's
obligations  under the Loan  Documents  but has failed to execute an  assumption
agreement in form and substance satisfactory to the Lender.

     C. On July 27, 1995,  the Original  Borrower and the Lender entered into an
Amendment  No.  1  to  Loan  and  Security  Agreement  and  Waiver  (the  "First
Amendment;"  the 1995 Loan Agreement as amended by the First Amendment being the
"Original  Agreement")  pursuant to which the  Original  Borrower and the Lender
agreed to amend  certain  provisions  of the Original  Agreement  and the Lender
agreed to waive the  "Defaults"  and  "Events  of  Default"  specified  therein;
provided,  however that the waiver  granted by the First  Amendment was rendered
void,  ab initio,  because of the failure of certain  condition  subsequent  set
forth in the First Amendment.

     D. The Original  Borrower has requested  that the Lender waive all existing
"Defaults" and "Events of Default"  under the Original  Agreement and the Lender
has required as a condition  precedent to doing so, that the Original  Agreement
be amended and restated in accordance with this Agreement.

     NOW, THEREFORE,  the parties hereto agree to amend and restate the Original
Agreement in its entirety to read as follows:


<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     1.1  Definitions.  The following  terms when used in this  Agreement  (such
terms and other  capitalized  terms being used herein with the meanings ascribed
to them in this Article I) shall,  except where the context otherwise  requires,
have the following  meanings (such  definitions to be equally  applicable to the
singular and plural forms thereof):

     "Affiliate" shall include, with respect to any Person, any other Person who
directly or indirectly  controls,  is controlled  by, or is under common control
with such party and in addition,  in the case of the  Borrowers,  each  officer,
director,  or  shareholder  of any  Borrower or any  Subsidiary,  and each joint
venturer and partner of any Borrower.

     "Agreement"  shall  mean  this  Agreement  as  originally  executed  and as
amended, modified or supplemented from time to time.

     "APT"  shall  mean  Advanced  Promotion  Technologies,   Inc.,  a  Delaware
corporation,  which is the  debtor-in-possession  in that certain reorganization
proceeding captioned In Re: Advanced Promotion Technologies, Inc. pending in the
United  States  Bankruptcy  Court for the  Southern  District  of  Florida  (the
"Bankruptcy Court") as Case No. 96-23875- RBR/Chapter 11.

     "APT Loan Support Lease" shall mean the following Lease Schedules (the "APT
Lease  Schedules")  entered into pursuant to that certain Master Lease Agreement
between the Original Borrower and/or SLC, as lessor,  and APT, as lessee,  dated
as of May 22, 1992 (the "APT Master  Lease") and rights of lessor  under the APT
Master Lease as they relate to the APT Lease Schedules:

     Schedule C dated as of November 10, 1993 Schedule D dated as of October 13,
1993  Schedule E dated as of February 23, 1994  Schedule F dated as of March 21,
1994  Schedule H dated as of August 24, 1994  Schedule I dated as of January 31,
1995.

     "APT Loan Support Leased Goods" shall mean the items of property  leased by
the Original Borrower and/or SLC to APT pursuant to the APT Loan Support Lease.

     "Borrower(s)" shall have the meaning provided in the preamble hereto.

     "Business Day" shall mean any day on which commercial banks in Minneapolis,
Minnesota and Chicago,  Illinois are open for the transaction of business of the
kind contemplated by this Agreement.


                                        2

<PAGE>

     "Capital Base" shall mean the sum of the Original  Borrower's  consolidated
Tangible Net Worth plus Subordinated Debt.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time.

     "Collateral"  shall  mean all  property  in which a  Security  Interest  is
granted pursuant to any Loan Document.

     "Controlled  Account" shall mean any bank account  maintained by a Borrower
with a  financial  institution  acceptable  to the Lender,  provided,  that such
account  is  subject  to a  collateral  account  agreement  which  is in a  form
acceptable to the Lender in its sole discretion pursuant to which such financial
institution  agrees:  (x) to act as the agent of the Lender, and (y) upon notice
from the Lender  that an Event of Default has  occurred  and is  continuing,  to
deliver to the Lender all collected funds which are in such account.

     "Default"  shall mean any event  which if  continued  uncured  would,  with
notice or lapse of time or both, constitute an Event of Default.

     "Effective  Date"  shall  mean  the day on  which  this  Agreement  becomes
effective upon the satisfaction of all of the conditions  precedent specified in
Article III.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended, or any successor statute, together with regulations thereunder.

     "ERISA  Affiliate"  shall  mean  any  trade  or  business  (whether  or not
incorporated)  that is a member of a group of which any Borrower is a member and
which is treated as a single employer under Section 414 of the Code.

     "Event of  Default"  shall mean any Event of Default  described  in Article
VIII.

     "GAAP" shall mean generally  accepted  accounting  principles as applied in
the preparation of the audited consolidated  financial statement of the Original
Borrower referred to in Section 5.4.

     "Indebtedness":   Without  duplication,  all  obligations,   contingent  or
otherwise, which in accordance with GAAP should be classified upon the obligor's
balance sheet as liabilities,  but in any event including the following (whether
or not they should be classified as liabilities  upon such balance  sheet):  (a)
obligations secured by any mortgage,  pledge, security interest, lien, charge or
other  encumbrance  existing on  property  owned or  acquired  subject  thereto,
whether  or not the  obligation  secured  thereby  shall have been  assumed  and
whether or not the obligation  secured is the obligation of the owner or another
party; (b) any obligation on account of deposits or advances; (c) any obligation
for the  deferred  purchase  price of any  property or  services,  except  trade
accounts payable,  (d) any obligation as lessee under any capitalized lease; (e)
all  guaranties,  endorsements  and other  contingent  obligations in respect to
Indebtedness  of others;  and (f)  undertakings  or  agreements  to reimburse or
indemnify issuers of letters of credit. For all purposes of this Agreement,  the
Indebtedness of any Person shall include the  Indebtedness of any partnership or
joint venture in which such Person is a general partner or a joint venturer.


                                        3

<PAGE>


     "ILC Merger" shall mean the merger of The P.J. King  Companies,  Inc. d/b/a
International Leasing Corporation with and into the Original Borrower.

     "Instruments"  shall mean any  negotiable  instrument  or  certificated  or
non-certificated  security or any other writing  which  evidences a right to the
payment  of money and is not itself a  security  agreement  or lease and is of a
type which is in the ordinary  course of business  transferred  by delivery with
any necessary endorsement or assignment.

     "Lease"  shall  mean any  lease or  rental  agreement  relating  to real or
personal  property and the related payments  thereunder of which any Borrower is
the lessor or an  assignee  of the lessor,  whether  now  existing or  hereafter
arising.

     "Lender" shall have the meaning provided in the preamble hereto.

     "Lessee(s)" shall mean the lessee or lessees under a Lease.

     "Loan" shall mean the loan made to the Borrower,  jointly and severally, by
the Lender pursuant to Section 2.1.

     "Loan Document(s)" shall mean individually or collectively, as the case may
be, this Agreement,  the Note and all other documents  executed and delivered by
the Borrower pursuant to this Agreement,  as originally executed and as amended,
modified or supplemented from time to time.

     "Loan Rate" shall mean 8.90% per annum.

     "Loan Support Leased Goods" shall mean the items of property  leased by the
Borrower to a Lessee pursuant to a Loan Support Lease.

     "Loan  Support  Lease"  shall  mean:  (a)  collectively,  the Master  Lease
Agreement  (Agreement  Number  1215)  dated  February  2, 1995 (the "Avi  Casino
Lease") between SLC, as lessor, and Avi Casino Enterprises, Inc. ("Avi Casino"),
as lessee as amended by that certain First  Amendment to Master Lease  Agreement
dated May 1, 1996 (as  corrected on May 23, 1996)  together  with the  following
related  documents;  (i)  Schedule  A dated  February  2,  1995;  (ii)  Purchase
Leaseback Agreement  (Agreement No. 11692) dated February 16, 1995 as amended by
a First Amendment dated February 24, 1995; (iii)  Acceptance  Certificate No. A1
dated February 2, 1995 as amended by a First  Amendment dated February 24, 1995;
(iv) Purchase  Leaseback  Agreement  (Agreement No. 11753) dated March 27, 1995;
and (v) Acceptance Certificate No. A2 dated March 31, 1995 as amended by a First
Amendment dated as of March 27, 1995; (b) the APT Loan Support Lease; or (c) any
replacement or substitute lease for the AVI Casino Lease accepted by the Lender,
in its sole discretion;  in each case as amended,  modified,  or supplemented in
accordance with this Agreement.


                                        4

<PAGE>

     "Loan Support  Security"  shall mean all guarantees,  security  deposits or
other  security  or  Collateral  provided  by any  Lessee  as  security  for its
obligations under the Loan Support Lease.

     "Material  Adverse  Occurrence"  shall mean any  occurrence  of  whatsoever
nature  (including,   without  limitation,  any  adverse  determination  in  any
litigation,  arbitration or  governmental  investigation  or  proceeding)  which
materially  impairs the ability of the  Borrowers  (taken as a whole) to perform
their obligations under the Loan Documents.

     "Maturity"  of the Loan shall mean the  earlier of: (i) the date upon which
the Loan is declared due and payable (or automatically  becomes due and payable)
upon the  occurrence  of an Event of Default as provided in Article VII; or (ii)
September 1, 1999.

     "Monthly Payment Date" shall mean the first day of each month.

     "Note"  shall  mean the  promissory  note in the form of Exhibit A attached
hereto made by the  Borrower  payable to the order of the Lender to evidence the
Loan and each substitute, renewal or replacement note therefor.

     "Obligations"  shall mean the Loan and all other liabilities,  obligations,
covenants  and duties owing by any Borrower to the Lender of any kind or nature,
present or future, arising under the Loan Documents.

     "Original  Agreement"  shall  have the  meaning  provided  in the  recitals
hereto.

     "Original Borrower" shall have the meaning provided in the preamble hereto.

     "PBGC" shall mean the Pension  Benefit  Guaranty  Corporation,  established
pursuant to Subtitle A of Title IV or ERISA, and any successor thereto or to the
functions thereof.

     "Permitted Lien(s)" shall mean:

          (a) liens for taxes, assessments or governmental charges or levies not
     yet due and payable;

          (b)  liens  imposed  by  law,  such  as   materialmen's,   mechanic's,
     carriers', workmen's, employees' and repairmen's liens; and



                                        5

<PAGE>



          (c)  Security  Interest in favor of First Bank  National  Association,
     provided  that such lien is in all  respects  subordinate  to the  Lender's
     Security Interest in the Collateral;

          (d) the rights of Lessees under the applicable Leases;

provided,  however,  that  none  of  the  liens,  Security  Interests  or  other
encumbrances  listed in  clauses  (a),  (b) or (c) above  shall,  in any  event,
constitute a "Permitted  Lien" on and after the  commencement in respect thereof
of any  enforcement,  collection,  execution,  levy or foreclosure or forfeiture
proceeding, which remains unstayed or unbonded for five consecutive days.

     "Person" shall mean any natural  person,  corporation,  firm,  association,
government,  governmental  agency  or any  other  entity,  whether  acting in an
individual, fiduciary or other capacity.

     "Plan" shall mean an employee  benefit plan or other plan,  maintained  for
employees of the Borrower or of any ERISA Affiliate,  and subject to Title IV of
ERISA or Section 412 of the Code.

     "Primary  Credit  Agreement"  shall mean that certain  Amended and Restated
Credit  Agreement  dated  April 1, 1996,  between  the  Borrower  and First Bank
National Association,  as amended to the date of this Agreement;  and any future
credit  agreement  pursuant  to which  the  Borrower  obtains  a  substitute  or
replacement line of credit.

     "Primary Credit Documents" shall mean any document or agreement executed by
the Borrower pursuant to or in connection with any Primary Credit Agreement.

     "Proceeds"  shall  mean  whatever  is  received  upon the  sale,  exchange,
collection or other  disposition  of  Collateral or Proceeds,  including but not
limited to proceeds of insurance assigned to the Lender pursuant to Section 4.3.

     "Quarterly  Measurement  Date" shall mean each March 31, June 30, September
30 and December 31.

     "Regulatory  Change"  means any change after the date hereof in any (or the
adoption  after the date  hereof of any new) (i) federal or state law or foreign
law applying to the Lender;  or (ii)  regulation,  interpretation,  directive or
request  (whether or not having the force of law) applying or in the  reasonable
opinion of the  Lender  applicable  to, the Lender of any court or  governmental
authority charged with the  interpretation or administration of any law referred
to in  clause  (i) of this  definition  or of any  fiscal,  monetary,  or  other
authority having jurisdiction over the Lender.


                                        6

<PAGE>

     "Related Party" shall mean any Person (other than a Subsidiary):  (a) which
directly or  indirectly,  through one or more  intermediaries,  controls,  or is
controlled  by,  or is under  common  control  with,  the  Borrower,  (b)  which
beneficially owns or holds 5% or more of the equity interest of the Borrower, or
(c) 5% or more of the equity interest of which is beneficially  owned or held by
the Borrower or a Subsidiary. The term "control" means the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

     "Rent"  shall  mean with  respect to each Lease all monies due or to become
due under such Lease.

     "Reportable Event" shall have the meaning given to that term in Title IV of
ERISA.

     "Security" shall mean each and every guaranty, security interest, mortgage,
pledge or other security  securing the payment and performance of a Loan Support
Lease, whether now or hereafter existing.

     "Security  Interest" shall mean any lien,  pledge,  mortgage,  encumbrance,
charge  or  security  interest  of  any  kind  whatsoever  (including,   without
limitation, the lien or retained security title of a conditional vendor) whether
arising under a security  instrument or as a matter of law,  judicial process or
otherwise or the agreement by any Borrower to grant any lien,  security interest
or pledge, mortgage or encumber any asset.

     "SLC" shall have the meaning provided in the recitals hereto.

     "Subordinated  Debt"  shall  mean  Indebtedness  of any  Borrower  which is
subordinated  to the Loan on terms and conditions  satisfactory to the Lender in
its sole and absolute discretion.

     "Subsidiary"  shall mean any Person of which or in which any  Borrower  and
its other  Subsidiaries  own  directly  or  indirectly  50% or more of:  (a) the
combined  voting power of all classes of stock having general voting power under
ordinary  circumstances  to elect a majority of the board of  directors  of such
Person,  if it is a corporation,  (b) the capital interest or profit interest of
such Person, if it is a partnership, joint venture or similar entity, or (c) the
beneficial  interest  of such  Person,  if it is a trust,  association  or other
unincorporated organization.

     "Tangible  Net Worth"  means,  at any date,  the sum of the  common  stock,
preferred  stock,  additional  paid-in  capital,  and  retained  earnings of the
Original Borrower (excluding treasury stock) and its consolidated  Subsidiaries,
less the book value of all assets of the Original  Borrower and its consolidated
Subsidiaries that would be treated as intangibles under GAAP including,  without
limitation, goodwill, licenses, patents, trademarks, treasury stock, unamortized
debt discount and  expenses,  leasehold  improvements,  cost of  investments  in
excess of net assets at the time of  acquisition  by the  Borrower or any of its
consolidated Subsidiaries,  and write-ups in the book value of the assets of the
Original  Borrower  or any of its  consolidated  Subsidiaries  resulting  from a
revaluation thereof.


                                        7

<PAGE>

     Other terms defined herein shall have the meaning ascribed to them herein.

     1.2 Accounting Terms and Calculations.  Except as may be expressly provided
to the contrary  herein,  all accounting  terms used herein shall be interpreted
and all accounting  determinations  hereunder  (including,  without  limitation,
determination  of compliance with financial  ratios and restrictions in Articles
VII and VIII hereof) shall be made in accordance with GAAP consistently applied.
Any  reference  to  "consolidated"  financial  terms shall be deemed to refer to
those financial terms as applied to the Original  Borrower and its  Subsidiaries
in accordance with GAAP.

     l.3 Computation of Time Periods. In this Agreement, in the computation of a
period of time from a specified date to a later specified date, unless otherwise
stated, the word "from" means "from and including" and the words "to" or "until"
each means "to but excluding."

     1.4 Other  Definitional  Provisions.  The  words  "hereof,"  "herein,"  and
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement.  References to Sections,  Exhibits, Schedules and like references are
to this Agreement unless otherwise expressly provided.


                                   ARTICLE II

                                    THE LOAN

     2.1 The Loan.

          (a) Making of the Loan. On the Effective Date of this  Agreement,  the
     outstanding  principal  balance  of the  "Loan"  made  under  the  Original
     Agreement in the amount of $4,464,778.55  shall be subject to the terms and
     conditions  of this  Agreement and shall  constitute  the loan (the "Loan")
     made to the Borrowers,  jointly and severally,  under this  Agreement.  SLC
     acknowledges that, as part of the consideration for the Original Borrower's
     transfer of assets to SLC, SLC agreed with the Original  Borrower to assume
     all of the Original  Borrower's  "Obligations" under the Original Agreement
     and that the Lender was a third-party beneficiary of such agreement.



                                        8

<PAGE>

          (b) The  Note.  The Loan  shall be  evidenced  by the Note made by the
     Borrowers  jointly  and  severally  payable to the order of the Lender in a
     principal amount equal to the Loan.

          (c) Interest on the Loan; Scheduled Payments.

               (i)  Subject  to  the  provisions  of  Section  2.1(c)(vi),   the
          Borrowers   jointly  and  severally  agree  to  pay  interest  on  the
          outstanding  principal  amount  of the  Loan  from  the  date  of this
          Agreement until all principal and interest  thereon has been paid at a
          rate equal to the Loan Rate.

               (ii) On each Monthly Payment Date,  commencing  December 1, 1996,
          and  continuing  until  Maturity,  the  Borrowers  shall  jointly  and
          severally make blended  monthly  payments of principal of and interest
          on the  Loan in the  amount  set  forth  in the  table  below  for the
          applicable period:

              Monthly                                  Monthly Principal
              Payment Date                            and Interest Payment

              December 1, 1996 to and including
              September 1, 1998                            $ 184,733.05

              November 1, 1998 to and including
              December 1, 1998                             $ 116,889.63

              January 1, 1999 to and including
              March 1, 1999                                $  99,326.78

              April 1, 1999 to and including
              September 1, 1999                            $  39,933.53.

               (iii)  The  entire  outstanding  principal  amount  of the  Loan,
          together  with  accrued  and  unpaid  interest,  shall be  payable  at
          Maturity of the Loan.

               (iv) Interest accrued after Maturity of the Loan shall be payable
          upon demand.

               (v) If the  Borrowers  shall  fail  to  make  scheduled  payments
          pursuant to Section 2.1(c)(ii) and such failure continues for a period
          of ten days, then the Borrowers  shall promptly  jointly and severally
          pay to the  Lender a late  payment  fee of an amount  equal to one and
          one-half percent (1.5%) of such delinquent payment.  The provisions of
          this Section  2.1(c)(v) shall not apply to any payment which is due as
          a result of the acceleration of the maturity of the Loan.

                                        9

<PAGE>


               (vi)  Notwithstanding the provisions of Section 2.1(c)(i),  after
          the occurrence and during the continuance of an Event of Default,  the
          Loan shall bear interest at a rate equal to the Loan Rate plus one and
          one-half percent (1.5%) per annum.

               (vii) No  provision of this  Agreement or the Note shall  require
          the payment or permit the collection of interest in excess of the rate
          permitted by applicable law.

     2.2 Mandatory Prepayment.  Contemporaneously with any Borrower's receipt of
any proceeds from the sale,  financing,  discounting or other disposition of any
Collateral,  the Borrowers  shall jointly and severally  make a prepayment  with
respect to the Loan in an amount equal to the lesser of 100% of such proceeds or
the Obligations.  All prepayments  pursuant to this Section 2.2 shall be applied
to the Obligations in such order of application as elected by the Lender, in its
sole discretion, but any application to the outstanding principal balance of the
Loan shall be applied to the  installments  of principal in the inverse order of
the maturity thereof.

     2.3 Voluntary Prepayment.

          (a) The Borrowers shall have the right,  upon one Business Day's prior
     written notice, to prepay the Loan in whole or in part; provided,  that any
     such  prepayment  shall be in the minimum  amount of $50,000 or an integral
     multiple thereof.

          (b) All prepayments made pursuant to this Section 2.3 shall be applied
     to the  Obligations  in such order of application as elected by the Lender,
     in its sole  discretion,  but any application to the outstanding  principal
     balance of the Loan shall be applied to the  installments  of  principal in
     the inverse order of the maturity thereof.

     2.4  Payments.  Any  other  provision  of this  Agreement  to the  contrary
notwithstanding,  all payments of interest on and principal of the Loan and fees
due  under  this  Agreement  shall be made by the  Borrowers  without  setoff or
counterclaim in immediately available funds to the Lender at:

                           The Sumitomo Bank, Ltd.
                           ABA Number 071001850
                           for credit account of The Daiwa Bank, Ltd.
                           Tokyo A/C Number 010021413
                           Reference: Sunrise Resources

by not later than 2:00 p.m. (Chicago time) on the date due. Funds received after
such time shall be deemed to have been received on the next Business Day.


                                       10

<PAGE>

     2.5 Funding Losses.  If, at the time of any prepayment  pursuant to Section
2.2 or 2.3, the Interest  Differential is greater than zero, the Borrowers shall
jointly  and  severally  pay to the  Lender a  prepayment  premium  equal to the
present value (determined in accordance with standard financial practice) of the
product of the Interest  Differential times the amount prepaid times the Average
Maturity  Period.  The amount of the  prepayment  premium shall be calculated as
follows.   The  amount   prepaid   shall  be  multiplied  by  (a)  the  Interest
Differential, times (b) a fraction, the numerator of which is the number of days
in the  Average  Maturity  Period  and the  denominator  of  which  is 360.  The
resulting  product  shall then be divided by the number of whole months (using a
thirty-day  month) in the  Average  Maturity  Period,  yielding a quotient  (the
"Quotient").  The amount of the  prepayment  premium  shall be the present value
(determined  in  accordance  with  standard  financial  practice) on the date of
prepayment  (using  the Loan Rate as the  discount  factor) of a stream of equal
monthly  payment  in  number  equal  to the  number  of  whole  months  (using a
thirty-day  month)  in the  Average  Maturity  Period,  with the  amount of each
hypothetical  monthly  payment  equal to the Quotient and with the first payment
payable thirty days after the date of prepayment.

     For  purposes  of this  Agreement,  the  following  terms  shall  have  the
following meanings:

          "Average  Maturity  Period":  The  weighted  average time to scheduled
     maturity of all Loan principal  prepaid at any one time.  Average  Maturity
     Period  shall  be  computed  by  multiplying  the  dollar  amount  of  each
     installment  of Loan  principal  prepaid  by the  number of days  until the
     scheduled  maturity of that  installment,  adding  together  the  resulting
     products and dividing the  resulting  sum by the total dollar amount of the
     principal being prepaid.

          "Government  Yield":  As of  any  date  of  determination,  the  yield
     (converted as necessary to the  equivalent  monthly  compound rate) on U.S.
     Treasury  securities having a maturity date closest to the Average Maturity
     Period,  as published in The Wall Street  Journal (or, if not so published,
     as determined by the Lender by using the average of quotes  obtained by the
     Lender from three primary dealers that market U.S.  Treasury  securities in
     the secondary  market).  "U.S.  Treasury  securities" means actively traded
     U.S. Treasury bonds, bills and notes.

          "Interest  Differential":  As of the  date  of  any  full  or  partial
     prepayment of the Loan, the Loan Rate minus the Government  Yield as of the
     date of prepayment.

     2.6 Substitution of Leases. Intentionally Deleted.


                                       11

<PAGE>


     2.7 Capital Adequacy.  If any Regulatory Change imposes,  modifies or deems
applicable any reserve,  special  deposit,  compulsory  loan,  FDIC insurance or
similar  requirement against assets held by, or deposits or other liabilities in
or for the account of, or advances or loans by, or other credit  extended by, or
any other acquisition of funds by, the Lender or any capital  adequacy,  capital
maintenance or similar  requirement  (including a request or  requirement  which
affects  the  manner in which the  Lender  allocates  capital  resources  to its
commitments  and loans  (including,  without  limitation,  the commitment of the
Lender and the Loan hereunder)),  and as a result thereof, in the opinion of the
Lender, the rate of return on the Lender's capital  (including,  but not limited
to, the Lender's cost  increases  resulting  from such  Regulatory  Change) as a
consequence  of its commitment and the Loan made hereunder is reduced to a level
below that which the Lender  could  have  achieved  but for such  circumstances,
then,  and in each such case,  upon ninety (90) days notice to the  Borrowers of
the nature of such Regulatory  Change, the Borrowers shall jointly and severally
pay to the Lender  such  additional  amount or amounts as shall  compensate  the
Lender for such  reduction  in rate of return for the period from and after such
ninetieth (90th) day after such notice is given. A statement of the Lender as to
any such  additional  amount  or  amounts  (including  calculations  thereof  in
reasonable  detail)  shall be  rebuttable  presumptive  evidence  of the matters
stated  therein.  In determining  such amount,  the Lender may use any method of
averaging and attribution  that it, in its sole and absolute  discretion,  shall
deem  applicable.  The  obligations of the Borrower under this Section 2.7 shall
survive the termination of this Loan and Security  Agreement;  provided that the
Lender shall be obligated to make any claim  pursuant to this Section 2.7 within
one year after any such termination.


                                   ARTICLE III

                               CONDITIONS TO LOAN

     3.1  Documentation.  The Effective Date of this Agreement is subject to the
condition  precedent that the Lender shall have received,  all of the following,
unless waived by the Lender:

          (a) A favorable opinion of counsel to the Borrowers,  substantially in
     the form of Exhibit B attached hereto;

          (b)  The  Note  appropriately  completed  and  duly  executed  by  the
     Borrowers;

          (c) Recent UCC searches from the filing offices in all states required
     by the Lender which reflect that no Person holds a Security Interest in the
     Borrower's interest in the Collateral except Permitted Liens;

          (d) UCC financing statements appropriately completed and duly executed
     by each Borrower,  including UCC-3  assignments of the relevant  Borrower's
     existing filings in which a Lessee is named as debtor;


                                       12

<PAGE>

          (e) A certified  copy of Resolutions of the Board of Directors of each
     Borrower  authorizing or ratifying the execution,  delivery and performance
     of the transactions contemplated by the Loan Documents;

          (f) A Certificate by the Secretary or any Assistant  Secretary of each
     Borrower  certifying the names of the officers of such Borrower  authorized
     to sign the Loan Documents  together with a sample of the true signature of
     such officers;

          (g) A copy of the articles of incorporation of each Borrower certified
     by the Minnesota Secretary of State;

          (h) A copy of the bylaws of each  Borrower  certified by its Secretary
     or Assistant Secretary;

          (i)  Certificates  of Good  Standing for each  Borrower  issued by its
     state of incorporation;

          (j) Immediately available funds equal to the sum of:

               (i)  $49,110.00 to the payment of default  interest on the "Loan"
          under  the  Original  Agreement,   which  payment  shall  satisfy  and
          discharge  the  Borrowers'  liability  for  default  interest  on such
          "Loan",  notwithstanding  that  the  actual  amount  of  such  default
          interest may be greater than the amount required to be paid hereunder;

               (ii) $15,000.00 as a restructuring fee; and

               (iii) amounts  required to be paid by the  Borrowers  pursuant to
          Section 9.4;

          (k) A subordination  agreement from First Bank National Association in
     form and substance  satisfactory to the Lender pursuant to which First Bank
     National  Association  subordinates its Security Interest in the Collateral
     to the Lender's Security Interest therein;

          (l) Originals of Loan Support Lease and related documents certified by
     the Borrowers to be true, correct and complete copies thereof;

          (m) Lessee estoppel letter from Avi Casino; and

          (n) Such other  approvals,  opinions  or  documents  as the Lender may
     reasonably request.


                                       13

<PAGE>

     3.2 Additional Conditions  Precedent.  The Effective Date of this Agreement
shall  be  further  subject  to  the  satisfaction  of  each  of  the  following
conditions, unless waived in writing by the Lender:

          (a) The  representations  and warranties set forth in Article IV shall
     be true  and  correct  on the  Effective  Date  (and  after  giving  effect
     thereto);

          (b) No Default or Event of Default and no Material Adverse  Occurrence
     shall result from this Agreement becoming effective; and

          (c)  No  litigation,  arbitration  or  governmental  investigation  or
     proceeding  shall  be  pending,   or  to  the  knowledge  of  any  Borrower
     threatened, against any Borrower or affecting the business or operations of
     any  Borrower  which  was not  disclosed  by the  Borrowers  to the  Lender
     pursuant to Section  5.6,  and no  development  shall have  occurred in any
     litigation,  arbitration  or  governmental  investigation  or proceeding so
     disclosed,  which,  in either event,  would  constitute a Material  Adverse
     Occurrence.

                                   ARTICLE IV

                         SECURITY INTEREST; COLLECTIONS

     4.1 Grant of Security Interest. As security for the payment and performance
of all  Obligations,  each  Borrower  hereby  grants  to the  Lender a  Security
Interest in all of such  Borrower's  now owned or hereafter  acquired or arising
interest in the Loan Support  Leases,  the Loan Support  Leased Goods,  the Loan
Support  Security  and  Proceeds  thereof  and,  to the extent  assignable,  any
landlord  lien  waivers  obtained by the  Borrower in  connection  with any Loan
Support Leases.

     4.2 Servicing and Collections. Except as otherwise provided in this Section
4.2 and in Article  VIII,  the  Borrowers  shall  continue  to service  the Loan
Support  Leases and to  collect,  at their own  expense,  all  amounts due or to
become due any Borrower under the Loan Support Leases and all other  Collateral.
In connection with such  collections,  the Borrowers may take such action as the
Borrowers  may deem  necessary or advisable  to enforce  collection  of the Loan
Support Leases and such other  Collateral;  provided,  however,  that the Lender
shall  have  the  right  at  any  time  after  the  occurrence  and  during  the
continuation of an Event of Default to direct the Lessees under any Loan Support
Leases or obligors with respect to such other  Collateral to make payment of all
amounts due or to become due to any Borrower  thereunder  directly to the Lender
and,  upon such  notification  and at the expense of the  Borrowers,  to enforce
collection of any such Loan Support Leases or other  Collateral,  and to adjust,
settle or compromise the amount or payment thereof in the same manner and to the
same  extent as any  Borrower  might have done,  but unless and until the Lender
does so or gives the Borrowers other instructions,  the Borrowers shall make all
collections.  After the  occurrence and during the  continuation  of an Event of
Default,  all  full and  partial  payments  on any  Collateral  received  by any
Borrower shall  immediately be delivered by such Borrower to the Lender in their
original  form,  except  for  endorsement  where  necessary,  to be  applied  in
accordance  with Section  8.4;  and until such  payments are so delivered to the
Lender,  such  payments  shall be held in trust by such  Borrower for and as the
Lender's  property and shall not be commingled  with any funds of such Borrower.
The Lender shall apply all such collections toward the payment of Obligations in
such order as the Lender may elect;  provided,  however, that any application is
conditioned upon final payment of any check or other instrument.


                                       14

<PAGE>


     4.3 Assignment of Insurance. Each Borrower hereby assigns to the Lender, as
additional security for payment of the Obligations, any and all monies due or to
become due under, and any and all other rights of such Borrower with respect to,
any and all  policies of insurance  covering  casualty  loss to the  Collateral.
After the occurrence  and during the  continuation  of an Event of Default,  the
Lender  may (but need not) in its own name or in the  relevant  Borrower's  name
execute and deliver  proofs of claim,  receive such monies,  endorse  checks and
other  instruments  representing  such monies,  and settle or litigate any claim
against the issuer of any such policy.

     4.4 Release of Security  Interest  at End of Initial  Lease Term.  Promptly
after the end of the initial lease term of any Loan Support Lease, provided that
no Event of Default has occurred and is continuing,  the Lender shall  terminate
its  Security  Interest in such Loan  Support  Lease,  the related  Loan Support
Security,  and the related  Loan  Support  Leased  Goods and shall  execute such
termination  statements,  releases  and  other  documents  as the  Borrower  may
reasonably request to effect such termination.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     The Borrowers jointly and severally  represent and warrant to the Lender as
follows:

     5.1 Organization, etc. Each of the Borrowers and its corporate Subsidiaries
is a corporation  validly  organized and existing and in good standing under the
laws of the state of its incorporation,  has full power and authority to own its
property and conduct its business substantially as presently conducted by it and
is duly  qualified to do business and in good standing as a foreign  corporation
in each jurisdiction  where the nature of its business makes such  qualification
necessary  and  where  the  failure  to  qualify  would  be a  Material  Adverse
Occurrence.  Each  Borrower  has full power and  authority  to enter into and to
perform its  obligations  under the Loan Documents to which it is a party and to
obtain the Loan hereunder.

     5.2 Due  Authorization.  The  execution,  delivery and  performance by each
Borrower of the Loan Documents to which it is a party have been duly  authorized
by all necessary corporate action, do not require any approval or consent of, or
any  registration,  qualification  or filing with,  any  governmental  agency or
authority  or any approval or consent of any other  Person  (including,  without
limitation,   any   stockholder)   other  than  such  consents,   registrations,
qualifications  and filings as have been obtained,  do not and will not conflict
with,  result in any violation of or constitute any default under, any provision
of such Borrower's  articles of incorporation or by-laws,  any agreement binding
on or  applicable  to  such  Borrower  or  any of its  property,  or any  law or
governmental  regulation or court decree or order, binding upon or applicable to
such  Borrower or of any of its  property and will not result in the creation or
imposition  of any  Security  Interest  in any of its  property  pursuant to the
provisions of any agreement  binding on or applicable to such Borrower or any of
its  property,  except  the  Security  Interest  in favor of the  Lender  in the
Collateral.  Neither any Borrower nor any  Subsidiary  is in default under or in
violation of any such law, statute,  rule or regulation,  order, writ, judgment,
injunction, decree, determination or award or any such indenture, loan or credit
agreement  or other  agreement,  lease or  instrument  in any case in which  the
consequences  of such default or violation could  constitute a Material  Adverse
Occurrence. No Default or Event of Default has occurred and is continuing.


                                       15

<PAGE>

     Section 5.3  Government  Consent.  No order,  consent,  approval,  license,
authorization  or validation of, or filing,  recording or registration  with, or
exemption  by, any  governmental  or public body or authority is required on the
part of any  Borrower  to  authorize,  or is required in  connection  with,  the
execution,  delivery and  performance  of, or the  legality,  validity,  binding
effect or  enforceability  of, the Loan  Documents  to which such  Borrower is a
party.

     Section 5.4 Financial  Statements  and Condition.  The Original  Borrower's
audited  consolidated  financial  statements  as at  March  31,  1995,  and  its
unaudited  consolidated  financial  statements  as  at  December  31,  1995,  as
heretofore  furnished to the Lender,  have been prepared in accordance with GAAP
on a consistent basis and fairly present the financial condition of the Original
Borrower and its  consolidated  Subsidiaries as at such dates and the results of
their  operations and changes in financial  position for the respective  periods
then ended. As of the dates of such financial  statements,  neither the Original
Borrower nor any Subsidiary had any material obligation,  contingent  liability,
liability for taxes or long-term lease obligation which is not reflected in such
financial statements or in the notes thereto. Since December 31, 1995, there has
not been any Material Adverse Occurrence.

     5.5 Validity of this Agreement, etc. Each Loan Document is the legal, valid
and  binding  obligation  of  each  Borrower  which  is a party  thereto  and is
enforceable  in  accordance   with  its  terms,   subject  only  to  bankruptcy,
insolvency, reorganization,  moratorium or similar laws, rulings or decisions at
the time in effect affecting the enforceability of rights of creditors generally
and to  general  equitable  principles  which  may  limit  the  right to  obtain
equitable remedies.

     5.6  Litigation,  etc.  Except as  disclosed  to the Lender on Schedule 5.6
attached  hereto,  there is no action,  suit or proceeding at law or equity,  or
before  or by any  federal,  state,  local  or  other  governmental  department,
commission,  board,  bureau,  agency or  instrumentality,  domestic  or foreign,
pending, or to the knowledge of any Borrower threatened, against any Borrower or
any of its Subsidiaries or any of their property which, if determined adversely,
would be a  Material  Adverse  Occurrence;  and  neither  any  Borrower  nor any
Subsidiary is in default with respect to any final judgment,  writ,  injunction,
decree,  rule or  regulation  of any  court or  federal,  state,  local or other
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic  or  foreign,  where the  effect of such  default  would be a  Material
Adverse Occurrence.



                                       16

<PAGE>

     5.7 Title to Collateral. Each Borrower has good and marketable title to all
of the  Collateral  pledged by it and none of the  Collateral  is subject to any
Security Interest except for the Security Interests created pursuant to the Loan
Documents and Permitted Liens.

     5.8  Validity of Avi Casino  Lease;  etc.  (a) The Avi Casino Lease and the
Loan  Support  Security   relating  thereto  are  genuine,   legally  valid  and
enforceable  against SLC and, to the best of the Borrowers'  knowledge,  against
Avi Casino and each other party  thereto;  and the unpaid  Rent  thereon and any
Security  therefor will be as represented in the Lease  Schedules and will arise
out of the lease of inventory  to customers in the ordinary  course of business.
The Borrowers have  delivered to the Lender true and complete  copies of the Avi
Casino Lease and its Loan Support Security. Neither the Avi Casino Lease nor any
of its Loan Support Security has been amended or modified except as disclosed to
the Lender.  To the  Borrowers'  knowledge,  no default now exists under the Avi
Casino Lease.  No Borrower has received  notice of any casualty  loss  occurring
with respect to the Loan Support  Leased Goods  subject to the Avi Casino Lease.
None of the Loan  Support  Security for the Avi Casino Lease has been revoked in
whole or in part.  The financial  statements  and  spreadsheets  prepared by the
Borrowers and delivered to the Lender which set forth (a) the status and amounts
of payments  which have been,  or are scheduled to be, made by Lessees under the
Avi Casino Lease,  (b) the Borrower's costs incurred to acquire the goods leased
under the Avi Casino Lease,  (c) the type of goods  leased,  and (d) the term of
the Avi Casino Lease, which statements were used by the Lender to agree to enter
into  this  Agreement,  are all  complete,  accurate,  true and  correct  in all
material respects.

     (b) The APT Loan  Support  Lease  and the Loan  Support  Security  relating
thereto are genuine,  legally valid and enforceable  against each Borrower party
thereto and, to the best of the Borrowers' knowledge, against APT and each other
party  thereto;  and the unpaid Rent thereon and any Security  therefor  were as
represented in the Lease Schedules comprising part of the APT Loan Support Lease
and arose out of the lease of inventory  to customers in the ordinary  course of
business. The Borrowers have delivered to the Lender true and complete copies of
the APT Loan Support Lease and its Loan Support  Security.  Neither the APT Loan
Support Lease nor any of its Loan Support  Security has been amended or modified
except as disclosed to the Lender. To the Borrowers'  knowledge,  no default now
exists  under the APT Loan  Support  Lease  except as  disclosed on Schedule 5.8
attached hereto and incorporated  herein by reference.  No Borrower has received
notice of any  casualty  loss  occurring  with  respect to the APT Loan  Support
Leased Goods.  None of the Loan Support  Security for the APT Loan Support Lease
has been revoked in whole or in part.


                                       17

<PAGE>

     5.9 Chief Executive  Office.  The location of the chief executive office of
each Borrower is set forth on the signature  page hereof and will not be changed
without 30 days' prior written notice to the Lender. Each Borrower warrants that
its books  and  records  concerning  the  Collateral  are  located  at its chief
executive office.

     5.10 Name of  Borrower.  Each  Borrower's  true name is as set forth in the
preamble hereto.  No Borrower has used any other name within the past five years
except that the Original  Borrower has previously  used the name Sunrise Leasing
Corporation  and, the Original  Borrower's  merger partner in the ILC Merger has
previously  used the names  The P. J. King  Companies,  Inc.  and  International
Leasing Corporation.

     Section 5.11 Contingent Liabilities.  Except as described in Schedule 5.11,
neither any Borrower nor any Subsidiary has any contingent liabilities which are
material to the Borrowers and the Subsidiaries as a consolidated enterprise.

     Section 5.12 Compliance. The Borrowers and the Subsidiaries are in material
compliance with all statutes and governmental  rules and regulations  applicable
to them.

     Section 5.13  Environmental,  Health and Safety Laws.  There does not exist
any violation by any Borrower or any Subsidiary of any applicable federal, state
or local  law,  rule or  regulation  or order  of any  government,  governmental
department,  board, agency or other  instrumentality  relating to environmental,
pollution, health or safety matters which will or threatens to impose a material
liability on such Borrower or such  Subsidiary or which would require a material
expenditure by any Borrower or such Subsidiary to cure. Neither any Borrower nor
any  Subsidiary  has  received  any  notice to the  effect  that any part of its
operations or properties is not in material  compliance with any such law, rule,
regulation  or order or notice  that it or its  property  is the  subject of any
governmental  investigation  evaluating whether any remedial action is needed to
respond to any release of any toxic or  hazardous  waste or  substance  into the
environment,  the consequences of which  non-compliance or remedial action could
constitute a Material Adverse Occurrence.

     Section  5.14  ERISA.  Each  Plan  complies  with all  material  applicable
requirements of ERISA and the Code and with all material  applicable rulings and
regulations  issued under the  provisions  of ERISA and the Code  setting  forth
those  requirements.  No Reportable  Event has occurred and is  continuing  with
respect to any Plan.  All of the minimum  funding  standards  applicable to such
Plans have been  satisfied  and there exists no event or  condition  which would
permit the  institution  of proceedings to terminate any Plan under Section 4042
of ERISA. The current value of the Plans' benefits  guaranteed under Title IV of
ERISA does not exceed the current value of the Plans'  assets  allocable to such
benefits.

                                       18

<PAGE>


     Section 5.15  Regulation U; Use of Proceeds.  No Borrower is engaged in the
business of extending  credit for the purpose of purchasing  or carrying  margin
stock (as  defined in  Regulation  U of the Board of  Governors  of the  Federal
Reserve Board), and no part of the proceeds of the Loan will be used to purchase
or carry margin stock or for any other  purpose  which would  violate any of the
margin requirements of the Board of the Governors of the Federal Reserve System.

     Section  5.16  Ownership  of  Property;   Liens.   The  Borrowers  and  the
Subsidiaries  have good and marketable title to their respective real properties
and good and sufficient title to their respective  other  properties,  including
all  properties  and  assets  referred  to as  owned  by the  Borrower  and  the
Subsidiaries in the audited financial  statement of the Borrowers referred to in
Section 5.4 (other than  property  disposed of since the date of such  financial
statement in the ordinary course of business).

     Section 5.17 Taxes. Each of each Borrower and each Subsidiary has filed all
federal,  state and local tax returns  required to be filed and has paid or made
provision for the payment of all taxes due and payable  pursuant to such returns
and pursuant to any  assessments  made against it or any of its property and all
other taxes,  fees and other charges imposed on it or any of its property by any
governmental authority (other than taxes, fees or charges the amount or validity
of which is currently being  contested in good faith by appropriate  proceedings
and with respect to which reserves in accordance with GAAP have been provided on
the books of the  Borrowers or the  Subsidiaries).  No tax liens have been filed
and no material  claims are being asserted with respect to any such taxes,  fees
or charges. The charges, accruals and reserves on the books of each Borrower and
each Subsidiary in respect of taxes and other governmental charges are adequate.
The Borrowers and the Subsidiaries have made all required withholding payments.

     Section  5.18  Trademarks,  Patents.  The  Borrowers  and the  Subsidiaries
possess or have the right to use all of the  patents,  trademarks,  trade names,
service marks and copyrights,  and  applications  therefor,  and all technology,
know-how, processes, methods and designs used in or necessary for the conduct of
their respective businesses, without known conflict with the rights of others.

     Section  5.19  Investment   Company  Act.  Neither  any  Borrower  nor  any
Subsidiary is an "investment company" or "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

     Section 5.20 Public Utility Holding  Company Act.  Neither any Borrower nor
any  Subsidiary is a "holding  company" or a  "subsidiary  company" of a holding
company or an "affiliate" of a holding  company or of a subsidiary  company of a
holding  company within the meaning of the Public Utility Holding Company Act of
1935, as amended.

     Section 5.21 Subsidiaries.  Schedule 5.21 sets forth as of the date of this
Agreement a list of all Subsidiaries and the number and percentage of the shares
of each class of capital stock owned  beneficially  or of record by any Borrower
or any  Subsidiary  therein  and  the  jurisdiction  of  incorporation  of  each
Subsidiary.


                                       19

<PAGE>


     Section 5.22  Partnerships and Joint Ventures.  Schedule 5.22 sets forth as
of the date of this  Agreement a list of all  partnerships  or joint ventures in
which any Borrower or any Subsidiary is a partner  (limited or general) or joint
venturer.

     Section  5.23 Escrow  Agreement.  No Borrower has  terminated  that certain
Escrow Agreement (the "APT Escrow Agreement") dated as of February 2, 1995 among
APT, Fort Knox Escrow Services, Inc. ("Fort Knox"), and the Original Borrower or
has agreed to any amendment or  modification  thereto or waiver of any provision
thereof. To the best of the Borrowers'  knowledge,  APT has complied with all of
its obligations  under the APT Escrow  Agreement so that Fort Knox has a current
version of the "Information" described in the APT Escrow Agreement.

     Section 5.24 No Defenses.  As of the Effective Date of this  Agreement,  no
events have taken  place and no  circumstances  exist at the date  hereof  which
would give any Borrower the right to assert a defense, offset or counterclaim to
any claim by the Lender for payment of the Obligations.

     Section  5.25  Survival  of   Representations.   All   representations  and
warranties  contained in this Article V shall survive the Effective Date of this
Agreement.


                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

     The Borrowers  jointly and severally agree with the Lender that, as long as
the Loan shall be  outstanding,  unless the Lender  shall  otherwise  consent in
writing:

     Section 6.1 Financial  Statements and Reports.  The Borrowers shall furnish
to the Lender:

          (a) As soon as  available  and in any event  within 100 days after the
     end of each fiscal year of the Original  Borrower,  the annual audit report
     of the Original  Borrower and its  Subsidiaries  prepared on a consolidated
     basis and in conformity  with GAAP,  consisting  of at least  statements of
     income, cash flow, changes in financial position and stockholders'  equity,
     and a consolidated  balance sheet as at the end of such year, setting forth
     in each case in comparative  form  corresponding  figures from the previous
     annual audit,  certified  without  qualification  by independent  certified
     public accountants of recognized standing selected by the Original Borrower
     and  acceptable  to the  Lender,  together  with  any  management  letters,
     management  reports  or other  supplementary  comments  or  reports  to the
     Borrower or its board of directors furnished by such accountants.


                                       20

<PAGE>



          (b) As soon as available and in any event within 60 days after the end
     of  each  fiscal  quarter  of each  fiscal  year,  a copy of the  unaudited
     financial statement of the Original Borrower and its Subsidiaries  prepared
     in the same  manner as the audit  report  referred  to in  Section  6.1(a),
     except that such  statements  may exclude  footnotes  and may be subject to
     normal,  year-end  adjustments,  signed by the  Original  Borrower's  chief
     financial  officer,  consisting  of at  least  consolidated  statements  of
     income,  cash flow, changes in financial position and stockholders'  equity
     for the Original Borrower and the Subsidiaries for such quarter and for the
     period from the  beginning of such fiscal year to the end of such  quarter,
     and a consolidated  balance sheet of the Original Borrower as at the end of
     such quarter.

          (c) Together with the financial  statements furnished by the Borrowers
     under Sections 6.1(a) and 6.1(b),  a compliance  certificate in the form of
     Exhibit  C  attached  hereto  and made a part  hereof  signed  by the chief
     financial  officer of the Original  Borrower  demonstrating  in  reasonable
     detail compliance (or  noncompliance,  as the case may be) with each of the
     financial ratios and restrictions contained in Article VII and stating that
     as at the date of each  such  financial  statement  there did not exist any
     Default  or Event  of  Default,  or if such  Default  or  Event of  Default
     existed,  specifying  the nature and period of  existence  thereof and what
     action the Borrowers propose to take with respect thereto.

          (d) Promptly after receipt (i) annual audited financial statements and
     quarterly unaudited financial  statements for APT or any Lessee, (ii) Forms
     10-K and 10-Q for APT or any Lessee if it is required to file such periodic
     reports with the  Securities  and Exchange  Commission  and (iii) any other
     financial statements or other material information received by the Borrower
     from APT and/or any Lessee.

          (e)  Within  30  days  after  the end of each  month,  the  Borrowers'
     internally  prepared  monthly aging report with respect to the Loan Support
     Lease  including lease payments and lease payment  delinquencies  as of the
     last day of such month.

          (f)  Immediately  upon  becoming  aware  of any  Default  or  Event of
     Default,  a notice  describing  the  nature  thereof  and what  action  the
     Borrowers propose to take with respect thereto.

          (g)  Immediately   upon  becoming  aware  of  the  occurrence  of  any
     Reportable  Event or any  "prohibited  transaction"  (as defined in Section
     4975 of the Code),  a notice  specifying the nature thereof and what action
     the Borrowers  propose to take with respect  thereto,  and, when  received,
     copies of any notice from PBGC of  intention to terminate or have a trustee
     appointed for any Plan.

          (h)  Promptly  upon the  mailing  or  filing  thereof,  copies  of all
     financial  statements,reports and proxy statements mailed to any Borrower's
     shareholders,  and copies of all registration statements,  periodic reports
     and other documents  filed with the Securities and Exchange  Commission (or
     any successor thereto) or any national securities exchange.


                                       21

<PAGE>


       
          (i) Immediately upon becoming aware of the occurrence thereof,  notice
     of  the  institution  of  any   litigation,   arbitration  or  governmental
     proceeding,  or the rendering of a judgment or decision in such  litigation
     or proceeding, which is material to the Borrowers and the Subsidiaries as a
     consolidated  enterprise,  and  the  steps  being  taken  by the  Person(s)
     affected by such proceeding.

          (j) From time to time, such other information  regarding the business,
     operation and financial  condition of the Borrowers and the Subsidiaries as
     the Lender may reasonably request.

     6.2 Maintenance of Corporate Existences,  etc. The Borrowers shall cause to
be done at all times all things necessary to maintain and preserve the corporate
existence  of the  Borrowers  and  of the  Subsidiaries,  and  their  respective
qualification to transact  business in each  jurisdiction in which the character
of the properties owned,  leased or operated by it or the business  conducted by
them would be materially adversely affected by their failure to so qualify.

     6.3 Notation on Chattel  Paper.  The Borrowers  shall deliver to the Lender
the  original of all Loan  Support  Leases and will stamp any Master Lease which
relates to Loan Support  Leases  which are  scheduled  thereunder  with a legend
reflecting  the Lender's  Security  Interest in such  schedules.  The Lender may
stamp  all such  Loan  Support  Leases  with a legend  reflecting  the  Lender's
Security Interest therein.

     6.4  Protection of  Collateral.  The Borrowers  shall jointly and severally
bear  and  pay all  expenses  of  protecting,  storing,  warehousing,  insuring,
handling and  shipping of the  Collateral,  all costs of keeping the  Collateral
free of any Security Interests  prohibited by this Agreement and of removing the
same if they should arise, and any and all excise, property, sales and use taxes
imposed by any state,  federal or local authority on any of the Collateral or in
respect of the sale thereof.

     6.5  Insurance.  The  Borrowers  shall ensure that each  applicable  Lessee
complies with the insurance maintenance  obligations set forth in the applicable
Loan Support Lease.

     6.6  Compliance  with  Law.  Each  Borrower  shall,  and shall  cause  each
Subsidiary  to,  comply  in  all  material   respects  with  all  laws,   rules,
regulations, orders, writs, judgments,  injunctions, decrees and awards to which
it may be subject.  The  Borrowers  shall not use the  Collateral,  or knowingly
permit the  Collateral to be used,  for any unlawful  purpose or in violation of
any federal, state or municipal law.


                                       22

<PAGE>

     6.7 Books and Records; Access.

          (a) The Borrowers shall permit any Person  designated by the Lender to
     visit and  inspect any of its  properties,  corporate  books and  financial
     records,  to examine and to make copies of its books of accounts  and other
     financial records, and to discuss the affairs, finances and accounts of the
     Borrowers and the  Subsidiaries  with, and to be advised as to the same by,
     its  officers  at such  reasonable  times and  intervals  as the Lender may
     designate;  provided,  that,  so long as no Default or Event of Default has
     occurred,  such visits and inspections shall not occur more often than once
     during any six-month period.

          (b) The Lender shall have authority, at any time, to place, or require
     each Borrower to place,  upon such Borrower's books and records relating to
     the Collateral a notation or legend stating that such Collateral is subject
     to a Security Interest in favor of the Lender.

     6.8 Additional  Documentation.  The Borrower  shall  execute,  from time to
time, such financing statements,  assignments,  and other documents covering the
Collateral as the Lender may  reasonably  request in order to create,  evidence,
perfect,  maintain or continue its Security Interest in the Collateral,  and the
Borrowers  shall  jointly and  severally  pay the cost of filing the same in all
public offices in which the Lender may deem filing to be appropriate.

     6.9 ERISA.  The Borrower  shall  maintain each Plan in compliance  with all
material,  applicable  requirements of ERISA and the Code and with all material,
applicable  rulings and regulations  issued under the provisions of ERISA and of
the Code.

     6.10 Payment of Taxes and Claims. Each Borrower shall, and shall cause each
Subsidiary  to, file all tax returns and reports which are required by law to be
filed by it and pay before they become  delinquent  all taxes,  assessments  and
governmental  charges and levies  imposed upon it or its property and all claims
or demands  of any kind  (including,  without  limitation,  those of  suppliers,
mechanics,  carriers,  warehouses,  landlords and other like Persons)  which, if
unpaid,  might result in the creation of a Security  Interest upon its property;
provided that the foregoing  items need not be paid if they are being  contested
in good faith by appropriate proceedings, and as long as such Borrower's or such
Subsidiary's title to its property is not materially adversely affected, its use
of such  property  in the  ordinary  course of its  business  is not  materially
interfered  with and adequate  reserves with respect thereto have been set aside
on such Borrower's or such Subsidiary's books in accordance with GAAP.

     6.11  Maintenance  of  Account.   Each  Borrower  agrees  that,  after  the
occurrence of any Default or Event of Default,  and upon the written  request of
the Lender,  all payments  received by the Borrower  pursuant to any  Collateral
will  promptly be deposited by such Borrower  into a Controlled  Account.  Until
such  payments are so deposited,  such  payments  shall be held in trust by such
Borrower for the Lender and shall not be commingled with any other funds of such
Borrower. The Borrower further agrees that it will not deposit any monies into a
Controlled Account other than payments received by such Borrower pursuant to any
Collateral.


                                       23

<PAGE>


     6.12  Changes to Primary  Credit  Agreement.  The Borrower  shall  promptly
notify the Lender of any changes in the  covenants  which are  applicable to any
Borrower and/or its Subsidiaries pursuant to the Primary Credit Agreement or any
other Primary Credit  Document.  If requested by the Lender,  the Borrowers will
enter into such amendments to the Loan Documents to incorporate  such changes as
the Lender shall request.

     6.13 Minimum  Tangible Net Worth. The Borrowers shall maintain at all times
a  minimum  Tangible  Net  Worth of not less  than  $26,442,922  plus 75% of the
Borrower's  cumulative  net income after March 31, 1996,  with no allowance  for
losses plus 100% of the net  proceeds of any new equity  issued by the  Borrower
after March 31, 1996, and consented to by the Lender.

     6.14  Minimum  Cash Flow.  The  Borrowers  shall  maintain the ratio of the
Borrowers'  consolidated cash receipts to consolidated cash expenses at not less
than  1.25  to 1.00  calculated  as of the end of  each  fiscal  quarter  of the
Borrowers and determined on a rolling four quarter basis.

     6.15 Ratio of Senior  Recourse  Debt to Capital Base.  The Borrowers  shall
maintain at all times the ratio of the Borrowers'  consolidated  senior recourse
debt to their consolidated Capital Base at not more than 4.50 to 1.0.


                                   ARTICLE VII

                               NEGATIVE COVENANTS

     The Borrowers  jointly and severally agree with the Lender that, as long as
the Loan shall be  outstanding,  unless the Lender  shall  otherwise  consent in
writing:

     7.1 Merger.  The Borrowers  shall not, and shall not permit any  Subsidiary
to,  merge  or  consolidate  or  enter  into  any  analogous  reorganization  or
transaction with any Person.

     7.2 Sale of  Assets.  The  Borrowers  shall  not,  and shall not permit any
Subsidiary to, sell, transfer, lease, or otherwise convey all or any substantial
part of its assets.

     7.3 Purchase of Assets.  The Borrowers  shall not, and shall not permit any
Subsidiary to, purchase or lease or otherwise  acquire all or substantially  all
of the assets of any Person to the extent that such  purchases or leases  would,
in the aggregate, exceed $500,000 during the term of this Agreement.

                                       24

<PAGE>


     7.4 Plans. The Borrowers shall not, and shall not permit any Subsidiary to,
permit any condition to exist in connection with any Plan which might constitute
grounds for the PBGC to institute  proceedings to have such Plan terminated or a
trustee  appointed to administer  such Plan;  permit any Plan to terminate under
any  circumstances  which would cause the lien  provided  for in Section 4068 of
ERISA to  attach  to any  property,  revenue  or asset  of the  Borrower  or any
Subsidiary;  or permit the underfunded amount of Plan benefits  guaranteed under
Title IV of ERISA to exceed $50,000.

     7.5 Change in Nature of Business.  The  Borrowers  shall not, and shall not
permit any Subsidiary to, make any material change in the nature of its business
as carried on at the date of this Agreement.

     7.6 Subsidiaries, Partnerships and Joint Ventures. The Borrowers shall not,
and  shall  not  permit  any  Subsidiary  to,  either  (a) form or  acquire  any
corporation  which would thereby become a Subsidiary;  or (b) form or enter into
any partnership as a limited or general partner or into any joint venture.

     7.7 Other  Agreements.  The  Borrowers  shall not, and shall not permit any
Subsidiary to, enter into any agreement,  bond, note or other instrument with or
for the benefit of any Person  other than the Lender  which would be violated or
breached  by any  Borrower's  performance  of its  obligations  under  the  Loan
Documents.

     7.8 Restricted Payments.  The Borrowers shall not, and shall not permit any
Subsidiary  to,  purchase or redeem any shares of its stock,  declare or pay any
dividends  thereon (other than dividends  payable solely in a Borrower's  common
stock  and  dividends  payable  to  the  Borrower),  make  any  distribution  to
stockholders  as such (other than the Borrower),  or set aside any funds for any
such purpose, and not prepay, purchase or redeem any Subordinated Debt.

     7.9 Security Interest; Transfers.

          (a) The Borrowers shall not create,  incur,  assume or suffer to exist
     any Security  Interest on any of the Collateral  except Permitted Liens and
     Security  Interests in favor of the Lender  created by the Loan  Documents.
     The Borrower shall not transfer its interest in any  Collateral,  except as
     specifically permitted by the Loan Documents.

          (b) Without the prior  written  consent of the Lender,  which  consent
     will not be unreasonably  withheld,  the Borrowers shall not, and shall not
     permit any Subsidiary (other than a Borrower) to, create,  incur, assume or
     suffer to exist  any  Security  Interest  on any of its  property,  real or
     personal,  except (i)  Security  Interests  in favor of the Lender  created
     pursuant to the Loan Documents;  (ii) Security Interests in existence as of
     the date of this Agreement listed on Schedule 7.9; (iii) Security Interests
     securing non-recourse Indebtedness or recourse Indebtedness in an amount of
     up to  $1,000,000 in any single  transaction,  in each case incurred in the
     ordinary  course of business  provided  that such  Security  Interests  are
     limited  only to those  Leases and the goods  which are the subject of such
     Leases as to which the recourse of the  applicable  lender is limited;  and
     (iv) Security Interests for current taxes and assessments which are not yet
     due and payable.

                                       25

<PAGE>

         
     7.10 Modification of Loan Support Leases.  The Borrowers shall not amend or
modify any  provision of any Loan Support  Lease except in  accordance  with the
Borrowers' customary practices; provided, however, that (i) without the Lender's
prior  written  consent,  the Borrower  shall not (1) decrease the amount of, or
delay the due date of, any Rent,  (2) release any  collateral or guarantor,  (3)
knowingly waive any event of default,  or (4) permit any assignment by a Lessee,
and (ii) after the  occurrence of an Event of Default,  the Borrowers  shall not
enter into any amendment or  modification  of any Loan Support Lease without the
Lender's prior written consent.

     7.11 Location of Loan Support  Leased Goods.  At the time of attachment and
perfection of the Security  Interest granted  pursuant hereto,  all Loan Support
Leased Goods,  will be located and will be maintained  only at the locations set
forth on the applicable Lease Schedule. The Borrowers shall not permit such Loan
Support  Leased Goods to be removed from such locations  unless,  promptly after
the Borrowers has knowledge of any such removal,  the Borrowers  determine  that
the new location is a location for which  financing  statements  have been filed
where  appropriate  or other  action  taken to continue  the  perfection  of the
Lender's  Security  Interest as a first priority Security Interest therein or if
such financing  statements have not been previously  filed or other action taken
in the new  location,  gives  written  notice to the Lender of the  location  or
locations to which the Collateral has been moved, and the Borrowers  delivers to
the Lender acknowledgment copies of financing statements filed where appropriate
to continue the perfection of the Lender's Security Interest as a first priority
Security Interest therein. The Lender's Security Interest attaches to all of the
Collateral  wherever located and the Borrowers'  failure to inform the Lender of
the  location of any item or items of  Collateral  shall not impair the Lender's
Security Interest therein.

     7.12 Transactions with Related Parties.  The Borrowers shall not, and shall
not permit any  Subsidiary  to, enter into or be a party to any  transaction  or
arrangement,  including,  without  limitation,  the  purchase,  sale,  lease  or
exchange of property or the  rendering of any service,  with any Related  Party,
except:   (a)  in  the  ordinary  course  of  and  pursuant  to  the  reasonable
requirements  of  the  applicable  Borrower's  or  the  applicable  Subsidiary's
business and upon fair and reasonable  terms which shall be no less favorable to
such  Borrower  or such  Subsidiary  than  would  be  obtained  in a  comparable
arm's-length  transaction  with a Person not a Related Party;  (b)  indebtedness
owed to King Holding  Company,  The P.J. King  Companies,  Inc., or any of their
respective  Affiliates  permitted  by Section  7.13(d)  and  secured by Security
Interests  permitted by Section 7.9(b) and payments  thereon in accordance  with
the terms thereof in effect on the Effective  Date; or (c) a settlement with The
P. J. King Companies,  Inc. or any of Peter J. King's  Affiliates  pertaining to
claims  arising out of the ILC Merger so long as such  settlement  only requires
the  issuance  of common or  preferred  stock by the  Borrowers  or any of their
Subsidiaries and does not require any cash payments.



                                       26

<PAGE>

     7.13  Additional  Indebtedness.  Without the prior  written  consent of the
Lender,  which consent will not be  unreasonably  withheld,  the Borrowers shall
not, and shall not permit any Subsidiary to, create,  incur, assume or suffer to
exist any Indebtedness  other than: (a) Indebtedness in favor of the Lender; (b)
current   liabilities   incurred  in  the  ordinary  course  of  business;   (c)
non-recourse  Indebtedness,  or recourse  Indebtedness  up to but not  exceeding
$1,000,000  in any  single  transaction,  incurred  in the  ordinary  course  of
business;  and (d)  Indebtedness  existing on the date of this Agreement and set
forth on Schedule 7.13 hereto.

     7.14  Guaranties.  Without the prior written  consent of the Lender,  which
consent  will not be  unreasonably  withheld,  except for  guaranties  listed on
Schedule  7.14  attached  the  Borrowers  shall  not,  and shall not  permit any
Subsidiary,  to  assume,  guarantee,  endorse  or  otherwise  become  liable  in
connection  with  the   indebtedness  of  any  other  person  or  entity  except
endorsements of negotiable instruments for deposit or collection in the ordinary
course of business  and  guaranties  of recourse  Indebtedness  of a  Subsidiary
(other  than a  Borrower)  up to,  but not  exceeding  $1,000,000  in any single
transaction of such Subsidiary.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

     8.1 Events of Default.  The  occurrence of any one or more of the following
events shall constitute an Event of Default:

          (a) The Borrowers shall fail to make when due, whether by acceleration
     or  otherwise,  any payment of  principal of or interest on the Note or any
     fee or other amount  required to be made to the Lender pursuant to the Loan
     Documents;

          (b) Any representation or warranty made or deemed to have been made by
     or on behalf of any Borrower or any Subsidiary in any of the Loan Documents
     or by or on behalf of any Borrower or any  Subsidiary  in any  certificate,
     statement,  report  or  other  writing  furnished  by or on  behalf  of any
     Borrower to the Lender  pursuant to the Loan Documents  shall prove to have
     been false or  misleading  in any material  respect on the date as of which
     the facts set forth are stated or  certified  or deemed to have been stated
     or certified;

          (c) The Borrower shall fail to comply with Section 6.1(f),  6.2, 6.13,
     6.14, 6.15 or 6.16 hereof or any Section of Article VII hereof;


                                       27

<PAGE>



          (d) Any Borrower  shall fail to comply with any  agreement,  covenant,
     condition,  provision  or term  contained in the Loan  Documents  (and such
     failure  shall not  constitute  an Event of Default  under any of the other
     provisions  of this Section 8.1) and such failure to comply shall  continue
     for 30 calendar days after notice thereof to the Borrowers by the Lender;

          (e) Any Borrower or any  Subsidiary  shall  become  insolvent or shall
     generally  not pay its  debts as they  mature  or shall  apply  for,  shall
     consent to, or shall acquiesce in the  appointment of a custodian,  trustee
     or receiver of the Borrower or such Subsidiary or for a substantial part of
     the  property  thereof or, in the absence of such  application,  consent or
     acquiescence,  a custodian,  trustee or receiver shall be appointed for the
     Borrower or a Subsidiary or for a substantial  part of the property thereof
     and shall not be discharged within 30 days;

          (f)  Any  bankruptcy,   reorganization,   debt  arrangement  or  other
     proceedings  under any  bankruptcy or insolvency law shall be instituted by
     or  against a  Borrower  or a  Subsidiary,  and,  if  instituted  against a
     Borrower or a Subsidiary,  shall have been consented to or acquiesced in by
     such Borrower or such Subsidiary,  or shall remain undismissed for 30 days,
     or an order for relief  shall have been entered  against  such  Borrower or
     such Subsidiary, or any Borrower or any Subsidiary shall take any corporate
     action to approve institution of, or acquiescence in, such a proceeding;

          (g) Any dissolution or liquidation  proceeding  shall be instituted by
     or against a Borrower or a Subsidiary and, if instituted against a Borrower
     or a Subsidiary, shall be consented to or acquiesced in by such Borrower or
     such Subsidiary or shall remain for 30 days undismissed, or any Borrower or
     any Subsidiary shall take any corporate  action to approve  institution of,
     or acquiescence in, such a proceeding;

          (h) A judgment or  judgments  for the  payment of money  (other than a
     judgment described in subsection (l) below) in excess of the sum of $50,000
     in the aggregate  shall be rendered  against a Borrower or a Subsidiary and
     such  Borrower or such  Subsidiary  shall not discharge the same or provide
     for its  discharge  in  accordance  with its  terms,  or  procure a stay of
     execution  thereof,  prior  to any  execution  on  such  judgments  by such
     judgment  creditor,  within  30 days  from the date of entry  thereof,  and
     within said period of 30 days, or such longer period during which execution
     of such judgment shall be stayed,  appeal therefrom and cause the execution
     thereof to be stayed during such appeal;

          (i) Steps to terminate any Plan shall be instituted by any Borrower or
     any ERISA  Affiliate  if, in order to  effectuate  such  termination,  such
     Borrower or any ERISA Affiliate would be required to make a contribution to
     such Plan, or would incur a liability or obligation to such Plan, in excess
     of $50,000, or the PBGC shall institute steps to terminate any Plan;


                                       28

<PAGE>

          (j) The  maturity  of any  Indebtedness  in an  amount  in  excess  of
     $100,000 of a Borrower (other than Indebtedness  under this Agreement) or a
     Subsidiary  shall be accelerated,  or a Borrower or a Subsidiary shall fail
     to pay any such  Indebtedness when due or, in the case of such Indebtedness
     payable on demand,  when  demanded,  or any event shall occur or  condition
     shall exist and shall  continue for more than the period of grace,  if any,
     applicable thereto and shall have the effect of causing,  or permitting the
     holder of any such  Indebtedness  or any trustee or other Person  acting on
     behalf of such holder to cause such Indebtedness to become due prior to its
     stated  maturity  or to  realize  upon any  Collateral  given  as  security
     therefor;

          (k) The Borrowers shall fail to have a Primary Credit Facility in full
     force and effect on terms  substantially  similar to those in effect on the
     date hereof;

          (l) The entry of an order, judgment or decree by any court or an award
     by  arbitrators  rescinding  the ILC Merger or  imposing  monetary  damages
     against one or more of the Borrowers for claims  relating to the ILC Merger
     (any such rescission or monetary damage order,  judgement,  decree or award
     being a "King Judgment") and either: (i) such King Judgment is enforced, or
     sought to be enforced,  by the holder  thereof (a "King  Judgment  Holder")
     against any  Borrower or any  Borrower's  property  through any judicial or
     non-judicial action including,  without  limitation,  by agreement with any
     Borrower;  (ii) any Borrower  agrees or allows any King Judgment  Holder to
     take any action  with  respect  to any  Borrower's  property  to satisfy or
     secure,  in whole or in part, any King Judgment  regardless of whether such
     King Judgment  remains valid or  enforceable  at the time or after any such
     allowance or agreement  except as  permitted by Section  7.12(c);  or (iii)
     such King Judgment, regardless of whether modified, becomes final by appeal
     or passage of time to appeal without an appeal being filed; or

          (m) Any "Event of Default"  (howsoever  defined)  occurs under the Avi
     Casino Lease and such "Event of Default" is not cured within any applicable
     cure period provided in the Avi Casino Lease.

     8.2 Right of  Acceleration  Upon Event of  Default.  If an Event of Default
described in Section 8.1(e),  (f) or (g) shall occur,  the full unpaid principal
amount  of  the  Note  shall  automatically  be  due  and  payable  without  any
declaration,  notice,  presentment,  protest or demand of any kind (all of which
are hereby waived). If any other Event of Default shall occur and be continuing,
the Lender may declare the  outstanding  principal  amount of the Note to be due
and payable without notice,  presentment,  protest or demand of any kind (all of
which are hereby waived),  whereupon the full unpaid amount of the Note shall be
and become immediately due and payable.

     8.3 Additional Rights and Remedies. In addition to acceleration of the Loan
pursuant to Section 8.2, upon the occurrence of an Event of Default,  and at any
time thereafter, the Lender may exercise any one or more of the following rights
and remedies:


                                       29

<PAGE>


          (a) Offset any  deposits,  including  unmatured  time  deposits,  then
     maintained  by any  Borrower  with the  Lender,  whether  or not then  due,
     against any of the Obligations;

          (b) In the name of any Borrower or otherwise, demand, collect, receive
     and receipt for, compound,  compromise, settle and give acquittance for and
     prosecute and discontinue any suits or proceedings in respect of any or all
     of the Collateral;

          (c) Take any action  which the Lender may deem  necessary or desirable
     in order to realize on the Collateral,  including,  without limitation, the
     power to direct any obligor on the  Collateral to make payment  directly to
     the Lender and the power to perform any contract, to endorse in the name of
     the Borrower any checks,  drafts,  notes, or other instruments or documents
     received in payment of or on account of the Collateral; and

          (d) Subject to any right of quiet enjoyment of Avi Casino or any other
     Lessee under the documents  creating the Loan Support Leases,  exercise any
     and all other rights and remedies  available to it by law or by  agreement,
     including  rights and  remedies  under the Uniform  Commercial  Code or any
     other applicable law, or under this Agreement and, in connection therewith,
     the Lender may require the Borrowers to assemble the Collateral and make it
     available to the Lender at a place to be designated by the Lender,  and any
     notice of intended  disposition  of any of the  Collateral  required by law
     shall be deemed  reasonable  if such  notice is given to the  Borrowers  at
     least ten days before the date of such disposition.

     8.4 Application of Moneys.  All proceeds of Collateral  shall be applied in
accordance with Minnesota Statutes ss.336.9-504 and such proceeds applied toward
the Obligations shall be applied in such order as the Lender may elect.


                                   ARTICLE IX

                                  MISCELLANEOUS

     9.1 Waivers,  Amendments, etc. The provisions of this Agreement,  including
the  closing  conditions  set forth  herein,  may from time to time be  amended,
modified or waived, if such amendment,  modification or waiver is in writing and
consented to by the Borrowers and the Lender.

     No  failure or delay on the part of the Lender or the holder of the Note in
exercising  any power or right under this Agreement or the Note shall operate as
a waiver thereof,  nor shall any single or partial exercise of any such power or
right  preclude  any other or further  exercise  thereof or the  exercise of any
other power or right.  No notice to or demand on the  Borrower in any case shall
entitle it to any notice or demand in similar or other circumstances.


                                       30

<PAGE>


     9.2 Computation  and Payment,  etc., of  Liabilities.  All  computations of
interest  payable  on the  outstanding  principal  amount  of the Loan  shall be
computed  on the basis of a year  comprised  of 360 days,  but  charged  for the
actual  number of days elapsed  (including  the first day but excluding the last
day)  occurring in the period for which such  interest is payable.  Whenever any
payment  to be made  hereunder  shall  otherwise  be due on a day which is not a
Business Day, such payment  shall be made on the next  succeeding  Business Day,
and such  extension of time shall be included in computing  the fees or interest
payable on such next succeeding Business Day.

     9.3 Notices.  All  communications and notices provided under this Agreement
shall be in writing or by telecopy and if to any party addressed or delivered to
it at the address  shown on the signature  page hereof,  or to any party at such
other address as may be designated by such party in a notice to the other party.
Any such notice  shall be deemed to be given when  transmitted  and  received by
telecopier or personally  delivered,  or three days after being deposited in the
United States mail, postage prepaid (whether or not actually  received),  or one
day after  delivery  to  Federal  Express  or other  overnight  courier  service
(whether or not actually received).

     9.4 Costs and  Expenses.  The  Borrowers  jointly  and  severally  agree to
reimburse upon demand for all reasonable expenses paid or incurred by the Lender
(including  filing and recording  costs and fees and expenses of legal  counsel,
who may be  employees  of the Lender) in  connection  with the  negotiation  and
preparation of the Loan Documents. The Borrower agrees to pay, and save harmless
from all  liability  for,  any stamp or other  taxes  which may be payable  with
respect to the execution or delivery of the Loan Documents.  The Borrower agrees
to reimburse the Lender upon demand for all  reasonable  out-of-pocket  expenses
(including attorneys' fees and legal expenses) paid or incurred by the Lender in
connection  with the  amendment,  modification,  interpretation,  collection  or
enforcement of the  obligations  of the Borrower  hereunder or under the Note or
any other Loan Documents  including,  without  limitation,  attorneys'  fees and
legal  expenses  in  connection  with any  appeal  of a lower  court's  order or
judgment.  The  Obligations of the Borrower under this Section shall survive any
termination of this Agreement.

     9.5  Severability.  Any  provision of this  Agreement or any Loan  Document
executed   pursuant  hereto  which  is  prohibited  or   unenforceable   in  any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions of this  Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

     9.6  Cross-References.  References  in this  Agreement  to any  Section  or
Article  are,  unless  otherwise  specified,  to such Section or Article of this
Agreement.


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<PAGE>



     9.7  Headings.  The various  headings of this  Agreement  are  inserted for
convenience  only and shall not affect the  meaning  or  interpretation  of this
Agreement or any provisions hereof.

     9.8 Governing Law. This  Agreement,  the Note, and each other Loan Document
shall each be deemed to be a contract  made under and  governed by the  internal
laws of the State of Minnesota.

     9.9 Successors and Assigns.  This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns, except that Borrowers may not assign or transfer their rights hereunder
without  the prior  written  consent of the  Lender.  The Lender may furnish any
information concerning any Borrower in the possession of the Lender from time to
time to participants and prospective  participants and to successors and assigns
and prospective  successors and assigns, and may furnish information in response
to credit inquiries consistent with general banking practice.

     9.10 Recitals Incorporated. The recitals to this Agreement are incorporated
into and constitute an integral part of this Agreement.

     9.11 Commissions. The Borrowers hereby jointly and severally warrant to the
Lender and the Lender hereby  warrants to the Borrower that no broker,  agent or
finder  has been  retained  by either  party and that no  broker's  commissions,
finder's  fees or like  charges  have  been  incurred  in  connection  with this
transaction. Each party hereby indemnifies and agrees to hold harmless the other
from and against all losses, damages, costs, expenses (including reasonable fees
and expenses of attorneys),  causes of action,  suits or judgments of any nature
arising  out of any claim,  demand or  liability  to or  asserted by any broker,
agent or finder,  other than herein specified,  claiming to have acted on behalf
of the indemnifying party in connection with this transaction.

     9.12 Entire  Agreement.  This Agreement and the other Loan Documents embody
the entire agreement and understanding between the Borrowers and the Lender with
respect to the subject matter hereof and thereof.  This Agreement supersedes the
Original  Agreement  (except as  provided  in  ARTICLE IV hereof)  and all prior
agreements and understandings relating to the subject matter hereof.

     9.13  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and either of the parties  hereto may  execute  this  Agreement  by
signing any such counterpart.


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<PAGE>

     9.14 Consent to Jurisdiction.  AT THE OPTION OF THE LENDER, THIS AGREEMENT,
THE NOTE,  AND THE OTHER LOAN  DOCUMENTS MAY BE ENFORCED IN ANY FEDERAL COURT OR
MINNESOTA  STATE COURT SITTING IN  MINNEAPOLIS OR ST. PAUL,  MINNESOTA;  AND THE
BORROWER CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY
ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.  IN THE EVENT THE BORROWER
COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT
THEORY  ARISING  DIRECTLY OR INDIRECTLY  FROM THE  RELATIONSHIP  CREATED BY THIS
AGREEMENT,  THE  LENDER  AT ITS  OPTION  SHALL  BE  ENTITLED  TO HAVE  THE  CASE
TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES  ABOVE-DESCRIBED,  OR IF SUCH
TRANSFER  CANNOT  BE  ACCOMPLISHED  UNDER  APPLICABLE  LAW,  TO HAVE  SUCH  CASE
DISMISSED WITHOUT PREJUDICE.

     9.15 Waiver of Jury Trial. THE BORROWER WAIVES ANY RIGHT TO A TRIAL BY JURY
IN ANY  ACTION OR  PROCEEDING  TO  ENFORCE  OR DEFEND  ANY RIGHTS (a) UNDER THIS
AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION  HEREWITH OR (b) ARISING FROM
ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT,  AND AGREES
THAT ANY SUCH ACTION OR PROCEEDING  SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY.

     9.16 Waiver of Defaults; etc. On the Effective Date of this Agreement,  the
Lender waives all "Defaults" and "Events of Default" existing under the Original
Agreement.

     9.17 Release. On the Effective Date of this Agreement, each Borrower hereby
releases  and  forever  discharges  the  Lender  and  its  successors,  assigns,
directors,  officers,  agents,  employees  and  participants  from  any  and all
actions, causes of action, suits, proceedings,  debts, sums of money, covenants,
contracts,  controversies,  claims and demands, at law or in equity,  which such
Borrower  ever had or, as of the Effective  Date,  has against the Lender or its
successors,  assigns, directors,  officers, agents, employees or participants by
virtue of their  relationship  to any Borrower in  connection  with the Original
Agreement and the transactions related thereto.

     9. 18 Consent. On the Effective Date of this Agreement, the Lender consents
to the financing  transaction  described on Schedule  9.18  attached  hereto and
waives any Default or Event of Default  under  Section 7.2, 7.6 or 7.9 resulting
from the consummation of such transaction.


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<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.


                                     Sunrise Leasing Corporation


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

                                     Address: 5500 Wayzata Boulevard, Suite 725
                                              Minneapolis, Minnesota  55416
                                              Attention: Mr. Errol Carlstrom
                                              Telecopier No.: (612) 513-3299


                                     Sunrise Resources, Inc.

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

                                     Address: 5500 Wayzata Boulevard, Suite 725
                                              Minneapolis, Minnesota  55416
                                              Attention: Mr. Errol Carlstrom
                                              Telecopier No.: (612) 513-3299


                                     The Daiwa Bank, Limited,


                                     By  Jan Okuda
                                     Its Attorney-In-Fact

                                     Address for Notices:

                                     4135 Multifoods Tower
                                     33 South Sixth Street
                                     Minneapolis, MN  55402
                                     Attention:  Mr. Michael Philippe
                                     Telecopier No.: (612) 332-6745


                                       34

<PAGE>

                                LIST OF EXHIBITS

                   Exhibit A          Note

                   Exhibit B          Opinion of Counsel

                   Exhibit C          Compliance Certificate

                               LIST OF SCHEDULES

                   Schedule 5.2       Due Authorization

                   Schedule 5.6       Litigation

                   Schedule 5.8       APT Loan Support Lease Defaults

                   Schedule 5.11      Contingent Liabilities

                   Schedule 5.21      Subsidiaries

                   Schedule 5.22      Partnerships and Joint Ventures

                   Schedule 7.9       Existing Security Interests

                   Schedule 7.13      Existing Indebtedness

                   Schedule 7.14      Existing Guaranties

                   Schedule 9.18      Financing Transactions