EXHIBIT 10.8
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                 BILL OF SALE AND ASSUMPTION OF LIABILITIES

     THIS BILL OF SALE AND  ASSUMPTION OF LIABILITIES is  made as of this  -----
day of January 1,  2000 by GENROCO, INC.  ("GENROCO"), a Wisconsin  corporation,
with offices at its  principal place of business  at 255 Info Highway,  Slinger,
Wisconsin 53086  and  VIDEOPROPULSION, INC.,  ("VideoPropulsion"),  a  Wisconsin
corporation with its principal place of  business at 251 Info Highway,  Slinger,
Wisconsin 53086.

                                  RECITALS

     WHEREAS,  GENROCO  and  VideoPropulsion  are  parties  to  a   Contribution
Agreement,  Plan  and   Agreement  of  Reorganization   and  Distribution   (the
"Contribution Agreement") dated as of January 1, 2000; and

     WHEREAS, GENROCO  desires  to  sell  and  assign  to  VideoPropulsion,  and
VideoPropulsion wishes  to purchase  and accept  from  GENROCO, for  the  consi-
deration and  upon  the terms  and  conditions  set forth  in  the  Contribution
Agreement,  certain  of  the   assets,  leases  and   rights  of  GENROCO,   and
VideoPropulsion wishes to assume certain of  the liabilities and obligations  of
GENROCO;

     NOW, THEREFORE, pursuant to the Contribution Agreement and in consideration
of the  foregoing, and  for good  and valuable  consideration, the  receipt  and
sufficiency of which are hereby acknowledged, it is hereby agreed that:

     1.   Conveyance.  GENROCO does hereby sell, assign, convey, and deliver  to
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VideoPropulsion all of GENROCO's right, title and interest in and to the assets,
including any properties of GENROCO, and the liabilities and obligations as  set
forth in the Contribution Agreement and the Exhibits, Schedules, Instruments and
Conveyances attached thereto or incorporated therein.

     2.   Acceptance  and  Assumption.    VideoPropulsion  hereby  accepts   the
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foregoing sale, assignment and conveyance.   VideoPropulsion hereby assumes  and
agrees to pay, perform in accordance with the terms  of and be bound by, all  of
the covenants, terms and  obligations under the  Contribution Agreement and  the
Exhibits,  Schedules,   Instruments   and  Conveyances   attached   thereto   or
incorporated therein.

     3.   Power of  Attorney.   Subject to  the provisions  of the  Contribution
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Agreement,  GENROCO  hereby  constitutes   and  appoints  VideoPropulsion,   its
successors or assigns, the true and  lawful attorney of GENROCO with full  power
of substitution, for the benefit and at the expense of VideoPropulsion:   (a) to
institute and prosecute all proceedings which VideoPropulsion may deem proper in
order to collect, assert or enforce any claim, right or title of any kind in  or
to any of the conveyed assets and  liabilities, to defend or compromise any  and
all actions, suits and proceedings in respect of any of the conveyed assets  and
liabilities, and  to  do  all  such  acts and  things  in  relation  thereto  as
VideoPropulsion  shall  deem  advisable;  and  (b) to  take  all  action   which
VideoPropulsion may deem proper in order to provide VideoPropulsion the benefits
or obligations  under  any of  the  conveyed  assets or  liabilities  where  any
required consent of another party to  the assignment thereof to  VideoPropulsion
pursuant to  the Contribution  Agreement and  the related  Exhibits,  Schedules,
Instruments and Conveyances shall not have been obtained.  GENROCO  acknowledges
that the foregoing powers are coupled with an interest and shall be  irrevocable
by GENROCO in any manner or for  any reason.  VideoPropulsion shall be  entitled
to retain for its  own account any amounts  collected pursuant to the  foregoing
powers, including any amounts payable as interest in respect thereto.

     4.   Rights.  Nothing  contained in  this Bill  of Sale  and Assumption  of
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Liabilities shall be deemed to supersede, enlarge, diminish or otherwise  modify
any of  the  obligations, agreements,  covenants  or warranties  of  GENROCO  or
VideoPropulsion contained  in  the  Contribution  Agreement  and  the  Exhibits,
Schedules, Instruments and Conveyances attached thereto or incorporated therein.

     IN WITNESS WHEREOF, the  parties hereto have caused  this Bill of Sale  and
Assumption of Liabilities to be executed by their duly authorized officers  this
----- day of  ---------, 2000.

                               GENROCO, INC.

                               By: -----------------------------------------
                                    Keith Brue
                                    Executive Vice President and
                                    Chief Financial Officer

                               VideoPropulsion, Inc.

                               By: -----------------------------------------
                                    Chris Good
                                    Executive Vice President and
                                    Chief Technical Officer