GENERAL ASSIGNMENT, ASSUMPTION AND AGREEMENT
               REGARDING LITIGATION, CLAIMS AND OTHER LIABILITIES

                                    Between

                                 GENROCO, INC.

                                      and

                             VIDEOPROPULSION, INC.

                             Dated ------- --, 2000

                  GENERAL ASSIGNMENT, ASSUMPTION AND AGREEMENT
               REGARDING LITIGATION, CLAIMS AND OTHER LIABILITIES

     This Agreement  dated  as  of  -------  --,  2000  between  GENROCO,  INC.
 ("GENROCO"), a  Wisconsin  corporation  with  offices  at  255  Info  Highway,
 Slinger, WI 53086, and VIDEOPROPULSION, INC. ("VideoPropulsion"), a  Wisconsin
 corporation with offices at 251 Info Highway, Slinger, WI 53086, shall  govern
 the rights and obligations of GENROCO and VideoPropulsion with respect to  the
 assignment of assets and assumption of liabilities associated with, or arising
 out of, the assets, business or operations of the  video business referred  to
 collectively in this  Agreement as the  "Division."  The  term "GENROCO"  when
 used in this Agreement  shall not be construed  to include the Division  where
 such construction  would  have  the  effect  of  negating  any  obligation  of
 VideoPropulsion or the Division hereunder.  The term VideoPropulsion when used
 shall not be construed to include  GENROCO where such construction would  have
 the effect of negating any obligation of GENROCO hereunder.

                                    RECITALS

     WHEREAS, GENROCO  hereby and  by certain  other instruments  of even  date
 herewith transfers or will transfer to  VideoPropulsion effective as of  12:01
 a.m., Central Standard Time, ------- --, 2000 or such other date as  specified
 in the  Contribution  Agreement,  Plan and  Agreement  of  Reorganization  and
 Distribution ("Contribution Agreement") dated  as of -------  --, 2000 as  the
 effective date ("Effective  Date"), those assets  of GENROCO  arising out  of,
 relating to, or associated with GENROCO's  video business as conducted by  the
 Division ("Division  Assets") in  accordance with  the Contribution  Agreement
 between the parties, and including, without limitation, assets associated with
 the past, present and future development, production, manufacture,  marketing,
 use,  storage,  distribution,  disposal  and  sale  of  the  related  products
 manufactured by the Division ("Division Products") throughout the world.

     WHEREAS, and except as specifically provided herein, the assets,  business
 and operations formerly and currently used  and conducted by the Division  are
 herein referred to collectively as the "Division Business".

     WHEREAS, the  parties  hereto intend,  by  this Agreement  and  the  other
 agreements and  instruments provided  for in  the Contribution  Agreement,  to
 convey to VideoPropulsion substantially all of the business and assets of  the
 Division Business.

     WHEREAS, the  parties further  intend  that VideoPropulsion  shall  assume
 substantially all of the liabilities related to the Division Business.

     WHEREAS, and without limiting the generality of the foregoing, the parties
 acknowledge that, as  of the  Effective Date,  there will  be pending  certain
 litigation brought and threatened against GENROCO,  and there will be  certain
 claims alleged against GENROCO associated with or arising out of the  Division
 Business, which  may  include,  without limitation,  civil  actions,  workers'
 compensation   proceedings,   administrative   and   regulatory   proceedings,
 investigations, audits,  inquiries,  demands, claims  and  threatened  actions
 ("Litigation and Claims").

     WHEREAS, it is  anticipated that  after the  Effective Date  there may  be
 further Litigation and Claims brought,  threatened or alleged against  GENROCO
 associated with or  arising out  of the  activities of  the Division  Business
 prior to  the Effective  Date and  other instances  of Litigation  and  Claims
 brought, threatened  or  alleged  against either  VideoPropulsion  or  GENROCO
 associated with or arising out of the activities of the other party after  the
 Effective Date.

     WHEREAS, by this Agreement GENROCO  and VideoPropulsion seek to  implement
 the  general  principle  that  with  the  exceptions  noted  herein,  in   the
 Contribution Agreement and  in the other  agreements and instruments  provided
 for in the Contribution Agreement including any Schedules, Exhibits or Annexes
 thereto ("Contribution Documents"), VideoPropulsion  shall be responsible  for
 any Litigation and Claims associated  with or arising at  any time out of  the
 Division Business and the assets, business  and operations used and  conducted
 by  VideoPropulsion  following  the  Effective  Date  and  GENROCO  shall   be
 responsible for any Litigation  and Claims associated with  or arising at  any
 time out of GENROCO's other assets, business and operations.

     NOW THEREFORE, in consideration  of the premises  and the mutual  promises
 contained in this  Agreement, the Contribution  Documents, the parties  hereto
 agree as follows:

 1.  ASSIGNMENT AND ASSUMPTION.

     1.1  General Assignment.  At the Effective Date, and except as
          ------------------
specifically provided in  the Contribution Documents,  GENROCO hereby  assigns,
transfers, conveys and delivers  to VideoPropulsion and VideoPropulsion  hereby
accepts the assets, whether  tangible or intangible,  known or unknown  arising
out of,  relating  to,  or associated  with  the  Division  Business,  Division
Products or Division Assets consisting of:

          (a)  all inventories unique to VideoPropulsion's products  consisting
               of materials,  parts, supplies,  work  in process  and  finished
               goods as reflected on the balance sheet or underlying accounting
               records of  the  Division  ("Accounting  Records"),  as  of  the
               Effective Date ("Inventory");

          (b)  all machinery, equipment, furniture and fixtures as reflected on
               the Accounting  Records, and,  except as  specifically  provided
               elsewhere  in   the  Contribution   Documents,  any   machinery,
               equipment, furniture and fixtures  used or held  for use in  the
               Division Business, wherever  located, as of  the Effective  Date
               ("Equipment");

          (c)  to  the  extent  related  to  the  Division  Business,  Division
               Products or Division Assets, all customer lists (including sales
               and  service  lists),  prospect  lists,  and  supplier  records,
               correspondence  and  product  literature,  artwork,   accounting
               records and files, design, development and manufacturing  files,
               vendor and customer  drawings, formulas  and specifications  for
               equipment and raw materials currently  used in the operation  of
               the Division Business, wherever located ("Business Records") and
               in whatever  form such  Business Records  may  exist as  of  the
               Effective Date;

          (d)  the rights of GENROCO under all  agreements for the purchase  by
               or the furnishing to or for  the benefit of the Division of  raw
               materials, parts, supplies and services relating to the Division
               Business, including the Division  Products, as of the  Effective
               Date ("Purchase Orders");

          (e)  the rights, title, and interest of GENROCO under every agreement
               or contract of the Division or GENROCO on behalf of the Division
               to sell  Division  Products  and  services  arising  before  the
               Effective Date, and any bids or  offers made by the Division  or
               GENROCO on behalf of the Division  to sell Division Products  or
               services in  connection therewith  to the  extent such  Division
               Products have not been  shipped or such  services have not  been
               rendered prior to the Effective Date ("Sales Orders");

          (f)  the rights of GENROCO under the miscellaneous agreements  listed
               on Exhibit B hereto ("Miscellaneous Agreements")

          (g)  all trade accounts and notes receivable  related to the sale  of
               Division Products and services  ("Receivables") as reflected  on
               the Accounting Records as of the Effective Date;

          (h)  prepaid expenses incurred  for the  benefit of  the Division  as
               reflected on the Accounting Records, as of the Effective Date;

          (i)  except as specifically  provided elsewhere  in the  Contribution
               Documents, and except  for assets  the disposition  of which  is
               subject to separate  agreements between the  parties, all  other
               assets, tangible or  intangible, known or  unknown, related  to,
               arising out of, or associated with,  or used or held for use  in
               the Division Business, whether or  not reflected or required  to
               be reflected  on the  Accounting Records,  as of  the  Effective
               Date;

          (j)  cash in the amount of $9,947.00;

 Notwithstanding anything above,  and except  as specifically  provided in  the
 Contribution Documents, VideoPropulsion will not  receive any of GENROCO  cash
 on hand, cash in banks, cash  equivalents and investments, GENROCO  checkbooks
 and canceled checks,  or any  tax and  accounting records  located at  GENROCO
 headquarters, provided that VideoPropulsion shall be entitled to copies of tax
 and  accounting  records   relating  to  the   Division  located  at   GENROCO
 headquarters, with  GENROCO and  VideoPropulsion sharing  the copying  expense
 equally.

     1.2  Accounting Records.  The parties acknowledge and agree that the
          ------------------
Accounting Records as of the Effective Date will be prepared by GENROCO as soon
as practicable after the Effective Date.   Each party agrees to use the  normal
accounting  procedures  and  practices,  consistent  with  past  practices,  in
preparing the  Accounting  Records  which  will be  used  as  a  reference  for
conveying the  assets and  liabilities  to VideoPropulsion.    In case  of  any
differences or questions about the preparation  of such documents, the  parties
agree to  resolve  any  controversy  in  accordance  with  Section  8  of  this
Agreement.

     1.3  General Assumption.  At the Effective Date, and except as
          ------------------
specifically provided  in the  Contribution Documents,  VideoPropulsion  hereby
irrevocably assumes the obligations and liabilities of GENROCO incurred by  the
Division or  otherwise arising  out  of, relating  to  or associated  with  the
Division Business,  the  Division  Products or  the  Division  Assets,  whether
matured or unmatured, liquidated or unliquidated, fixed or contingent, known or
unknown, and whether arising out of  circumstances existing prior to or on  and
after the  Effective  Date, (such  liabilities  and obligations,  being  herein
referred to collectively as the "Assumed Liabilities") consisting of:

          (a)  obligations and  liabilities arising  out  of, relating  to,  or
               associated with all Inventory and Equipment;

          (b)  obligations and  liabilities arising  out  of, relating  to,  or
               associated with all Sales Orders and Receivables;

          (c)  obligations and  liabilities arising  out  of, relating  to,  or
               associated with all Purchase Orders;

          (d)  obligations and  liabilities arising  out  of, relating  to,  or
               associated with all Miscellaneous Agreements;

          (e)  obligations and  liabilities arising  out  of, relating  to,  or
               associated  with  all  accounts  payable  as  reflected  on  the
               Accounting Records, as of the Effective Date;

          (f)  obligations and  liabilities arising  out  of, relating  to,  or
               associated with all product warranty obligations, including  any
               product recall  obligations  or  liabilities  whenever  arising,
               directly  or  indirectly,  with  respect  to  Division  Products
               whether shipped prior to or on or after the Effective Date;

          (g)  obligations and liabilities resulting from claims for,  directly
               or  indirectly,   personal   injury  or   property   damage   or
               consequential damage which are caused by any defect in or breach
               of warranty  related  to  any  Division  Products  or  from  the
               Division Assets or Division  Business, whether arising prior  to
               or on or after the Effective Date;

          (h)  all Litigation  and  Claims pending  as  of the  Effective  Date
               against GENROCO  or any  GENROCO subsidiary  ("Pending  Division
               Litigation") and  all  Litigation  and  Claims  brought  against
               VideoPropulsion or GENROCO,  or any  VideoPropulsion or  GENROCO
               subsidiary,   after   the   Effective   Date   ("New    Division
               Litigation"), in each case if and solely to the extent that such
               Litigation and Claims (in whole or in part) arise out of or  are
               associated with (regardless of the party named in the allegation
               or complaint) the  Division Business, any  Division Products  or
               any Division Assets, or the assets, business and operations used
               and conducted  by VideoPropulsion  on  and after  the  Effective
               Date, or  arise  out  of,  relate  to  or  are  associated  with
               VideoPropulsion's    obligations,     covenants,     warranties,
               representations,  assumptions   and  agreements   contained   or
               reflected in the Contribution Documents, or any other activities
               of VideoPropulsion (whether  or not  in the  ordinary course  of
               business and  whether  occurring  before  or  on  or  after  the
               Effective Date);

          (i)  except to the extent  provided to the  contrary by Section  4.2,
               every and all obligations,  liabilities and expenses  (including
               closure or remediation  costs) of  GENROCO for  harm or  alleged
               harm to the environment  arising out of  or associated with  the
               Division Business, any Division Products or any Division  Assets
               ("Environmental      Liabilities");      provided,      however,
               VideoPropulsion  does   not   assume   any   such   obligations,
               liabilities or expenses with respect to  the disposal or use  by
               GENROCO of  Division or  VideoPropulsion products  purchased  by
               GENROCO after the Effective Date;

          (j)  all liabilities of GENROCO in any instance where VideoPropulsion
               is operating as agent or subcontractor under Section 4.3 of  the
               Contribution Agreement or any  agreement or instrument  provided
               for  therein   provided  that   VideoPropulsion  will   not   be
               responsible for or  indemnify GENROCO for  any claims,  damages,
               liabilities and expenses whatsoever to the extent such arose out
               of or in connection with GENROCO's performance of or omission to
               perform any of  its remaining obligations  under Section 4.3  of
               the Contribution Agreement; and

          (k)  except  as  provided  above,   elsewhere  in  the   Contribution
               Documents, and except for obligations, liabilities and  expenses
               the  allocation  of  responsibility  for  which  is  subject  to
               separate agreements between the parties, all other  obligations,
               liabilities  and  expenses  relating  to,  arising  out  of,  or
               associated with the Division Business, Division Products or  any
               Division Assets,  whether or  not reflected  or required  to  be
               reflected in the Accounting Records.

 VideoPropulsion shall be responsible  for the Assumed Liabilities,  regardless
 of when or where such Assumed Liabilities arose or arise, or whether the facts
 on which they are based occurred prior to or subsequent to the Effective Date,
 regardless of  where or  against whom  such Assumed  Liabilities are  asserted
 (including  any   Assumed  Liabilities   arising  out   of  claims   made   by
 VideoPropulsion's directors,  officers,  employees, agents,  subsidiaries  and
 affiliates against GENROCO)  or whether asserted  prior or  subsequent to  the
 Effective Date and regardless of whether  such Assumed Liabilities arose  from
 negligence, reckless, violation of law, fraud, or misrepresentation by GENROCO
 or  any  of  its  directors,  officers,  employees,  agents,  subsidiaries  or
 affiliates.

     1.4  Special Assumption Arrangements.  The parties acknowledge and agree
          -------------------------------
that certain assets  and obligations,  liabilities, and  expenses relating  to,
arising out of or associated with the Division Business, the Division  Products
and the Division Assets or assumed by VideoPropulsion as of the Effective Date,
are the subject of  separate agreements between the  parties.  The transfer  of
assets and assumption of obligations, liabilities, and expenses provided for in
this Agreement is subject  in all respects to  the provisions of such  separate
agreements insofar as the provisions of this Agreement may be deemed to related
to the subject matter of such separate agreements and this Agreement shall  not
be deemed to effect the transfer of any asset or assumption of any  obligation,
liability, or expense expressly  provided for pursuant to  any of the  separate
agreements.

     1.5  Liabilities Not Assumed.  VideoPropulsion does not assume any
          -----------------------
obligation, liability or expense if  and solely to the  extent that:  (i)  such
obligation, liability, or expense  (in whole or  in part) arises  out of or  is
associated with the assets,  business or operations of  GENROCO other than  the
Division Business, Division Products  or Division Assets;  or (ii) GENROCO  has
expressly agreed to retain such obligation,  liability, or expense pursuant  to
the  Contribution  Documents  (such  obligations,  liabilities,  and   expenses
referred to  in  clauses (i)  and  (ii) of  this  sentence, together  with  all
obligations, liabilities, and expenses of GENROCO arising out of or  associated
with Pending GENROCO Litigation and New GENROCO Litigation (each as hereinafter
defined), being referred to herein as "Retained Liabilities").  VideoPropulsion
does not assume, and  shall not be responsible  for, any Litigation and  Claims
pending as of the Effective Date  against GENROCO, exclusive of Litigation  and
Claims set forth in Section 1.3(h) or specifically retained by  VideoPropulsion
in the Contribution  Documents, or  any GENROCO  subsidiary, ("Pending  GENROCO
Litigation"), or Litigation and Claims  brought, threatened or alleged  against
GENROCO, including any subsidiary, exclusive of Litigation and Claims set forth
in  Section  1.3(h)  or  specifically   retained  by  VideoPropulsion  in   the
Contribution Documents, after the Effective Date ("New GENROCO Litigation").

     GENROCO shall be responsible for  the Retained Liabilities, regardless  of
 when or  where such  obligation,  liability, or  expense  arose or  arise,  or
 whether the facts on which they are  based occurred prior to or subsequent  to
 the Effective  Date, regardless  of where  or  against whom  such  obligation,
 liability, or  expense  is  asserted or  determined  or  whether  asserted  or
 determined prior to or subsequent to the Effective Date.

     1.6  Allocation of Joint Assets and Liabilities.  The parties agree that
          ------------------------------------------
by this Agreement, GENROCO and VideoPropulsion, except as specifically provided
in the  Contribution  Documents,  seek  to  transfer,  assign,  and  convey  to
VideoPropulsion, and/or have VideoPropulsion  assume, as the  case may be,  the
assets and  liabilities of  the Division  Business, Division  Products and  the
Division Assets.   By this Agreement  and except as  otherwise provided in  the
Contribution Documents, GENROCO does not intend to transfer, assign, and convey
to VideoPropulsion and  have VideoPropulsion assume,  as the case  may be,  the
assets and liabilities  of GENROCO business,  products, assets  other than  the
Division Business, Division Products or Division Assets.

     In the case of an asset or liability, if any, which relates to, arises out
 of, or is  associated with both  the Division Business  and GENROCO  business,
 exclusive of the Division Business, both parties agree to apportion the  asset
 or liability among the parties pursuant to the provisions of Section 8 of this
 Agreement.  If the asset or liability is not divisible, the asset or liability
 will  be  wholly  allocated  to  the  party  to  which  party's  business  the
 indivisible asset or liability primarily relates.  The parties will make  this
 decision in accordance with Section 8 of this Agreement.  The parties will use
 reasonable efforts  to resolve  any controversy  or  disputes as  promptly  as
 possible.

     1.7  Classification of Litigation and Claims.  The parties acknowledge
          ---------------------------------------
that VideoPropulsion has  previously informed GENROCO  of all Pending  Division
Litigation known to VideoPropulsion,  other than workers' compensation  claims.
Such information was  prepared by VideoPropulsion  to the best  of its  ability
based upon facts  reasonably available to  it as of  the date  hereof and  that
there may  be  additional  Pending  Division  Litigation  either  commenced  or
threatened between the  date such information  was provided  and the  Effective
Date or  which was  not  reasonably identifiable  and  which should  have  been
included in  such information.   The  parties agree  that such  Litigation  and
Claims when identified shall be classified as Pending Division Litigation.  The
parties also agree that with respect to certain Litigation and Claims currently
considered to be Pending Division Litigation,  or later deemed as included,  it
may become difficult in the future  to determine whether they were properly  so
classified, in which  case the parties  agree to  appropriately reclassify  any
such Litigation and Claims  as newly discovered facts  may indicate or, in  the
case of disputed facts, to negotiate  their proper handling under Section 6  or
Section 8 hereof.

 2.  ASSUMED  LIABILITIES,   EXCULPATION   AND   GENERAL   INDEMNIFICATION   BY
     VIDEOPROPULSION.

     2.1  Subject to the  provisions of Section  4 hereof, from  and after  the
 Effective Date, VideoPropulsion shall,  without any further responsibility  or
 liability of or recourse to, GENROCO, or  any subsidiary of GENROCO or any  of
 their  respective  directors,   shareholders,  officers,  employees,   agents,
 consultants,   representatives,   successors,    transferees   or    assignees
 (collectively, the "GENROCO Parties"),  absolutely and irrevocably assume  and
 be solely liable and responsible for the Assumed Liabilities.  Neither GENROCO
 nor any of the other GENROCO Parties shall be liable to VideoPropulsion or any
 subsidiary  of  VideoPropulsion   or  any  of   their  respective   directors,
 shareholders,   officers,   employees,    agents,   consultants,    customers,
 representatives,  successors,  transferees   or  assignees   for  any   reason
 whatsoever on account of (i) any Assumed Liabilities or (ii) any  obligations,
 liabilities or expenses arising  out of or associated  with or any  Litigation
 and Claims  arising  out  of  or associated  with  the  assets,  business  and
 operations used and conducted by VideoPropulsion following the Effective Date,
 arising from  or  associated with  VideoPropulsion's  obligations,  covenants,
 warranties, representations, assumptions, agreements contained or reflected in
 the  Contribution  Documents,  or  any  other  activities  of  VideoPropulsion
 (whether or not  in the  ordinary course  of business,  and whether  occurring
 before or on or  after the Effective Date),  except as otherwise  specifically
 provided in the  Contribution Documents; provided,  that GENROCO shall  remain
 liable to VideoPropulsion for any breach by GENROCO of any of its obligations,
 covenants, warranties, representations, assumptions or agreements contained or
 reflected in the Contribution  Documents.  The matters  with respect to  which
 the liability of GENROCO and the other GENROCO Parties is excluded pursuant to
 clauses (i) and (ii) of the preceding  sentence are hereby referred to as  the
 "Division Liabilities."

     VideoPropulsion shall  fully indemnify,  defend,  save and  hold  harmless
 GENROCO and each  of the other  GENROCO Parties from  and against all  claims,
 liabilities, obligations,  leases,  costs,  costs  of  defense  (as  and  when
 incurred, and  including reasonable  outside  attorneys' and  consultants'  or
 others' fees), expenses, fines, taxes, levies, imports, duties,  deficiencies,
 assessments, charges, penalties, allegations, demands, damages (including  but
 not limited  to actual,  punitive or  consequential, foreseen  or  unforeseen,
 known or unknown),  settlements, awards  or judgments  of any  kind or  nature
 whatsoever, arising out of or associated with the Division Liabilities (all of
 which are  hereinafter  in  this  Section  collectively  called  the  "GENROCO
 Damages").

     Except as  specifically provided  elsewhere, the  indemnities provided  by
 VideoPropulsion hereunder shall extend to any and all Division Liabilities  of
 whatsoever  nature,  including,  without  limitation,  any  and  all  Division
 Liabilities with  respect to  environment,  health, safety,  personal  injury,
 property damage, employment,  benefits, compensation,  pension rights,  claims
 arising out  of contracts,  product  liability, warranty,  merchantability  or
 fitness  of  goods  for  any  particular  purpose,  conformity  of  goods   to
 contractual requirements, deceptive  trade practice, misrepresentation,  fraud
 or any  other actual  breach or  violation of  any obligation  or  requirement
 arising out of, or in connection with, Division Assets, the Division Business,
 Division Products or the assets, business and operations of VideoPropulsion.

 3.  EXCULPATION AND INDEMNIFICATION BY GENROCO.

     3.1  Subject to the  provisions of Section  4 hereof, from  and after  the
 Effective Date, GENROCO shall, without any further responsibility or liability
 of, or recourse to, VideoPropulsion, or  any subsidiary of VideoPropulsion  or
 any of its  respective directors, shareholders,  officers, employees,  agents,
 consultants,   representatives,   successors,    transferees   or    assignees
 (collectively, the "VideoPropulsion Parties"),  absolutely and irrevocably  be
 solely liable and responsible  for the Retained Liabilities.   From and  after
 the  Effective   Date,  neither   VideoPropulsion  nor   any  of   the   other
 VideoPropulsion Parties  shall  be liable  to  GENROCO or  any  subsidiary  of
 GENROCO  or  any  of  their  respective  directors,  shareholders,   officers,
 employees,  agents,  consultants,   customers,  representatives,   successors,
 transferees or assignees  for any reason  whatsoever:  (i)  on account of  any
 Retained Liabilities; or (ii)  on account of  any obligations, liabilities  or
 expenses arising out of or associated with the breach by GENROCO of any of its
 obligations under the  Contribution Documents.   The matters  with respect  to
 which GENROCO  retains liability  pursuant  to clauses  (i)  and (ii)  of  the
 preceding sentence are herein referred to as the "GENROCO Liabilities."

     GENROCO  shall   fully  indemnify,   defend,   save  and   hold   harmless
 VideoPropulsion and  each  of  the  other  VideoPropulsion  Parties  from  and
 against, all claims, liabilities, obligations, leases, costs, costs of defense
 as  and  when  incurred,  and  including  reasonable  outside  attorneys'  and
 consultants'  fees,   expenses,  fines,   taxes,  levies,   imports,   duties,
 deficiencies, assessments, charges,  penalties, allegations, demands,  damages
 (including but not limited to actual,  punitive or consequential, foreseen  or
 unforeseen, known or unknown), settlements, awards or judgments of any kind or
 nature whatsoever, arising out of or  associated with the GENROCO  Liabilities
 or, except as otherwise provided in the Contribution Documents, that otherwise
 are related to, arise from, or associated with the ownership, use, possession,
 operation or conduct of the assets,  business or operations of GENROCO,  other
 than the Division  Assets and  VideoPropulsion assets,  Division Business  and
 VideoPropulsion's business or Division Products or VideoPropulsion's products,
 before or after the Effective Date (all of which are hereinafter  collectively
 called the "VideoPropulsion Damages").

     Except  as  specifically  provided  in  the  Contribution  Documents,  the
 indemnities provided by GENROCO hereunder shall extend to any and all  GENROCO
 Liabilities of whatsoever nature, including,  without limitation, any and  all
 GENROCO Liabilities  with respect  to  environment, health,  safety,  personal
 injury, property damage, employment,  benefits, compensation, pension  rights,
 claims arising out of contracts, product liability, warranty,  merchantability
 or fitness  for  any particular  purpose  of  goods, conformity  of  goods  to
 contractual requirements, deceptive trade practice misrepresentation, fraud or
 any other  alleged or  actual breach  or  violation of  any obligation  of  or
 requirement arising out  of, or in  connection with, the  assets, business  or
 operations of  GENROCO  other than  the  Division Business,  Division  Assets,
 Division Products or the assets, business and operations of VideoPropulsion.

 4.  SPECIFIC INDEMNIFICATION ISSUES.

     4.1  Worker's Compensation.  Workers' compensation claims filed with the
          ---------------------
appropriate state administrative agency prior to the Effective Date by a person
employed at the time of filing by GENROCO alleging that prior to the  Effective
Date such employee was injured while employed by GENROCO shall be considered to
be   GENROCO  Liabilities.   Any  workers'  compensation  claims  made  against
VideoPropulsion  (including  any  subsidiaries)  which  are  filed  after   the
Effective Date shall be considered to be an Assumed Liabilities.  Any  workers'
compensation claims made against  GENROCO which are  filed after the  Effective
Date shall be considered to be GENROCO Liabilities.  In the event a party has a
claim filed against it after the Effective Date which the party believes should
be the responsibility of the other  party (i.e. a misfiled claim), the  parties
agree to use the procedures set forth at Section 8 of the Agreement to  resolve
any dispute or controversy.

     4.2  Officer, Director, Employee or Agent Liability.  It is understood and
          ----------------------------------------------
agreed that,  with respect  to any  obligation, liability,  or expense  or  any
Litigation and Claims arising out of or associated with, an act or omission  of
any officer, director,  employee or  agent of  GENROCO prior  to the  Effective
Date, the respective  obligations of  VideoPropulsion and  GENROCO pursuant  to
this Agreement (including their  respective indemnification obligations)  shall
remain unaffected and  in full  force and  effect, regardless  of whether  such
person was, at the time of such act or omission, an officer, director, employee
or agent of the Division (including  VideoPropulsion) or of GENROCO  (excluding
the Division) and regardless of whether such obligation, liability, or  expense
or Litigation and Claims  are alleged or determined  in any judgment, award  or
decree after  trial  to  arise out  of  or  be associated  with  such  person's
negligence,  gross   negligence,  recklessness   or  intentional   conduct   or
culpability.

     4.3  Post-Effective Date Contracts Between GENROCO & VideoPropulsion.  It
          ---------------------------------------------------------------
is acknowledged that after the Effective Date the parties may have arms  length
negotiated  business  relationships,  which  relationships  are  or  shall   be
described in  contracts, agreements  and other  documents entered  into in  the
normal course  of business.    Such documents  may  include agreements  by  the
parties and their  affiliates and subsidiaries  to supply  after the  Effective
Date materials or services.  Such  business relationships shall not be  subject
to the indemnity or other provisions hereof or any other agreements covered  by
the Contribution Documents, unless the parties  expressly agree to such in  the
agreements governing such relationships.

     4.4  Joint Liability.  In the event a claim, demand, action or proceeding
          ---------------
is brought by  a third  party in  which the  liability as  between GENROCO  and
VideoPropulsion is determined after trial in  any judgment, award or decree  to
be joint  or in  which  the entitlement  to  indemnification hereunder  is  not
readily determinable, the parties shall negotiate in good faith in an effort to
agree, as  between GENROCO  and VideoPropulsion,  on the  proper allocation  of
liability or entitlement to indemnification, as  well as the proper  allocation
of the costs of any joint defense or settlement pursuant to Section 6.4, all in
accordance with  the  provisions  of  and the  principles  set  forth  in  this
Agreement.  In the absence of any such agreement, such allocation of  liability
or entitlement  to indemnification,  and such  allocation  of costs,  shall  be
subject to ultimate resolution between GENROCO and VideoPropulsion pursuant  to
Section 8.

 5.  NOTICE AND PAYMENT OF CLAIMS.

     5.1  Procedure for Notification.  If either a party to this Agreement or a
          --------------------------
person entitled to a defense and/or indemnification under this Agreement  ("the
Indemnified Party") determines that it  is or may be  entitled to a defense  or
indemnification by  VideoPropulsion  or  GENROCO, as  the  case  may  be  ("the
Indemnifying Party"), under this Agreement:

          (a)  The Indemnified Party shall deliver promptly to the Indemnifying
               Party  a   written  notice   and  demand   for  a   defense   or
               indemnification, specifying the basis for the claim for  defense
               and/or indemnification, the nature of the claim, and, if  known,
               the amount for which  the Indemnified Party reasonably  believes
               it is entitled to be indemnified;

          (b)  The Indemnifying Party shall  have 30 days  from receipt of  the
               notice requesting  indemnification within  which to  either  (1)
               assume the  defense of  such litigation  or claim;  (2) pay  the
               claim in  immediately available  funds; (3)  reserve its  rights
               pending  negotiations  under  Section  6.4;  or  (4)  object  in
               accordance with Section 5.2.  This 30 day period may be extended
               by express agreement of the parties.

          (c)  However, if the amount for which  the Indemnifying Party may  be
               liable is not known  or reasonably determinable  at the time  of
               such  notice,  the  Indemnified  Party  shall  deliver  to   the
               Indemnifying Party a  further notice specifying  the amount  for
               which the Indemnified Party  reasonably believes it is  entitled
               to be indemnified as soon  as reasonably practicable after  such
               amount is known or reasonably determinable and the  Indemnifying
               Party shall have  a further opportunity  to take  action as  set
               forth above.  Nothing in this subparagraph shall be  interpreted
               to abrogate  or  delay  an Indemnifying  Party's  obligation  to
               provide the other with a defense under this Agreement.

     5.2  Waiver of Objection.  The Indemnifying Party may object to the claim
          -------------------
for defense and/or indemnification set forth in any notice; provided,  however,
that if the  Indemnifying Party  does not  give the  Indemnified Party  written
notice setting forth its  objection to such claim  (or the amount thereof)  and
the grounds therefor within  the same 30-day period  (or any extended  period),
the Indemnifying Party shall  be deemed to have  acknowledged its liability  to
provide a defense or for the amount of such claim and the Indemnified Party may
exercise any and all of its rights under applicable law to collect such  amount
or  obtain  such  defense.    Any  objection  to  a  claim  for  a  defense  or
indemnification shall be resolved in accordance with Section 8.

     5.3  Insurance Coverage.  The right to a defense or indemnification under
          ------------------
this Agreement  applies only  insofar as  defense and  indemnification are  not
covered by proceeds  or the  provision of legal  defense received  by a  party.
Nevertheless, the potential  availability of insurance  coverage to GENROCO  or
VideoPropulsion shall  not  relieve the  other  party of  its  obligations  for
defense or indemnification hereunder, or delay either party's obligation to the
other to assume a  defense or pay any  sums due hereunder.   Once proceeds  are
received appropriate  adjustments  will be  made  under the  Insurance  Matters
Agreement, dated as of  the date hereof,  between GENROCO and  VideoPropulsion,
which governs the rights  and obligations of  GENROCO and VideoPropulsion  with
respect to such insurance.

6.   DEFENSE OF THIRD-PARTY CLAIMS.

     6.1  Assumption of Third-Party Claims.  If the Indemnified Party's claim
          --------------------------------
for indemnification  is  based,  under this  Agreement,  on  a  claim,  demand,
investigation, action or proceeding, judicial or otherwise, brought by a  third
party, and the Indemnifying Party does not object under Section 5.2 hereof, the
Indemnifying Party shall,  within the 30-day  period (or  any extended  period)
referred to in Section 5 above, assume the defense of such third-party claim at
its sole  cost and  expense and  shall  thereafter be  designated as  the  case
handler.  Any  such defense  shall be conducted  by attorneys  employed by  the
Indemnifying Party.   The Indemnified  Party may  retain attorneys  of its  own
choosing to participate in  such defense at the  Indemnified Party's sole  cost
and expense.

     6.2  Settlement of Third-Party Claims.  If the Indemnifying Party assumes
          --------------------------------
the defense of any such third-party claim, the Indemnifying Party may settle or
compromise the claim without the prior consent of the Indemnified Party so long
as all present and future claims against the Indemnified Party relating to such
third-party claim(s) are irrevocably and unconditionally released in full.

     6.3  Indemnification After Settlement.  The Indemnifying Party shall pay
          --------------------------------
to the Indemnified Party  in immediately available funds  the amount for  which
the Indemnified Party is  entitled to be indemnified  within 30 days after  the
settlement or compromise of  such third-party claim  or the final  unappealable
judgment of a court of competent jurisdiction (or within such longer period  as
agreed to by  the parties).   If  the Indemnifying  Party does  not assume  the
defense of any such third-party claim, the Indemnifying Party shall be bound by
the result obtained with respect thereto by the Indemnified Party, except  that
the Indemnifying Party has  the right to  contest that it  is obligated to  the
Indemnified Party under the terms of this Agreement, provided the  Indemnifying
Party shall have raised its objections in a timely manner under Section 5.2.

     6.4  Third-Party Joint and Several Liability Claim.  In the event a claim,
          ---------------------------------------------
demand, action or proceeding is brought by a third party in which the liability
as between GENROCO and VideoPropulsion is alleged  to be joint or in which  the
entitlement to indemnification hereunder is not readily determinable (or, if an
objection, in  good faith,  pursuant to  Section 5.2  has been  received),  the
parties shall cooperate in a joint defense.  Such joint defense shall be  under
the general management and supervision of  the party which is expected to  bear
the greater share of the liability, as determined by representatives of GENROCO
and VideoPropulsion,  and which  will be  considered the  case handler,  unless
otherwise agreed,  provided,  however,  that  neither  party  shall  settle  or
compromise any such joint defense matter without the consent of the other.  The
costs of such joint defense, any  settlement and any award or judgment  (unless
the award or judgment  specifies otherwise) shall be  borne as the parties  may
agree or, in the absence of  such agreement, such costs  shall be borne by  the
party  incurring   such  costs,   subject   to  ultimate   resolution   between
VideoPropulsion and GENROCO pursuant to Section 8.

 7.  COOPERATION AND PRESERVATION OF RECORDS.

     7.1  General.  VideoPropulsion and GENROCO shall cooperate with one
          -------
another fully and  in a timely  manner in connection  with the  defense of  any
Pending Division  Litigation,  Threatened  Division  Litigation,  New  Division
Litigation, Retained  Liabilities  or any  other  actual or  threatened  claim,
investigation, audit or administrative or judicial action or proceeding brought
or commenced by a third party (including any governmental agency or  authority)
involving  any  matter  affecting  the   potential  liability  of  GENROCO   or
VideoPropulsion, so  long  as  GENROCO and  VideoPropulsion  are  not  directly
adverse in a lawsuit between each other in that specific matter.

     7.2  Availability of Records.  Such cooperation shall include, without
          -----------------------
limitation, making available  to the other  party during  such normal  business
hours and upon  reasonable notice, appropriate  books, records and  information
("Litigation   Records"),   officers   and   employees   (without   substantial
interruption of employment) necessary or useful in connection with any  accrued
or actual or threatened claim, investigation,  audit, action or proceeding,  so
long as  GENROCO and  VideoPropulsion are  not directly  adverse in  a  lawsuit
between each other in that specific matter.

     7.3  Retention of Records.  Each party shall continue in force or at the
          --------------------
request of the other party, shall  issue notices exempting from destruction  at
the expiration of normal records retention periods any Litigation Records which
the requesting party represents may be necessary to the defense of, or required
to be produced in discovery in connection with, any such claim,  investigation,
audit, action  or  proceeding  and  shall  refrain  from  destroying  any  such
Litigation Records until authorized  by the requesting  party.  The  requesting
party shall notify the other party promptly when the Litigation Records are  no
longer required to be maintained.

     7.4  Cost of Access to Records.  The party requesting access to Litigation
          -------------------------
Records or officers and  employees pursuant to Section  7.2 or preservation  of
Litigation Records under  Section 7.3 shall  bear all reasonable  out-of-pocket
expenses (except  reimbursement  of  salaries, employee  benefits  and  general
overhead) incurred  in connection  with providing  such Litigation  Records  or
officers and employees.

     7.5  Confidential or Proprietary Records.  The party providing Litigation
          -----------------------------------
Records under this Section 7  may elect, upon a  reasonable basis and within  a
reasonable time, to  designate all or  a portion of  the Litigation Records  as
confidential or  proprietary.   If Litigation  Records are  so designated,  the
party receiving  them will  treat them  as  it would  its own  confidential  or
proprietary information  and will  take all  reasonable  steps to  protect  and
safeguard the Litigation Records while in  its own custody and will attempt  to
shield such information  from disclosure  by motions  to quash,  motions for  a
protective order, reduction or other appropriate actions.

 8.  DISPUTE RESOLUTION.

     8.1  General.  In an effort to resolve informally and amicably any claim
          -------
or controversy arising out of or  related to the interpretation or  performance
of this Agreement without resorting to  litigation, a party shall first  notify
the other  of any  difference or  dispute hereunder  that requires  resolution.
GENROCO and VideoPropulsion  each shall designate  an employee to  investigate,
discuss and seek to settle the matter between them.   If the two are unable  to
settle the matter within 30 days after such notification (or such longer period
as may be agreed upon), the  matter shall be submitted  to a senior officer  of
GENROCO and VideoPropulsion, respectively, for consideration.

     8.2  Arbitration.  If settlement cannot be reached through the efforts of
          -----------
the senior officers within an additional 30  days or such longer period as  may
be agreed upon,  the parties shall  consider arbitration  or other  alternative
means to resolve the dispute.

     8.3  Legal Proceedings.  If the parties are unable to agree on an
          -----------------
alternative dispute  resolution  mechanism within  30  days, either  party  may
initiate legal proceedings to resolve such matter.

 9.  NOTICES.

     9.1  General.  All notices and communications required or permitted under
          -------
this Agreement shall be in writing and any communication or delivery  hereunder
shall be deemed to have been duly made  if actually delivered, or if mailed  by
first class mail,  postage prepaid,  or by  air express  service, with  charges
prepaid and addressed as follows:

             If to GENROCO:             GENROCO, Inc.
                                        255 Info Highway
                                        Slinger, Wisconsin  53086
                                        Attention:  CEO

             If to VideoPropulsion:     VideoPropulsion, Inc.
                                        251 Info Highway
                                        Slinger, Wisconsin 53086
                                        Attention: CEO

     9.2  Change in Address.  Either party may, by written notice so
          -----------------
delivered to the other,  change the address to  which future delivery shall  be
made.

 10.  AMENDMENT AND NON-WAIVER.

      10.1 Written Amendment and Waiver.  This Agreement may not be altered or
           ----------------------------
amended nor any rights hereunder be waived, except by an instrument in  writing
executed by the party or parties to be charged with such amendment or waiver.

      10.2 Limited Amendment or Waiver.  No waiver of any term, provision or
           ---------------------------
condition of this Agreement or failure  to exercise any right, power or  remedy
or failure to  enforce any  provision of  this Agreement,  in any  one or  more
instances, shall be deemed  to be a  further or continuing  waiver of any  such
term, provision or condition  or as a  waiver of any  other term, provision  or
condition or enforcement right of this Agreement or deemed to be an  impairment
of any right, power or remedy or acquiescence to any breach.

 11.  MISCELLANEOUS.

      11.1 Governing Law.  This Agreement and the transactions contemplated
           -------------
hereby shall be construed in accordance with and governed by the internal  laws
of the State of Wisconsin.

      11.2 Entire Agreement.  The Contribution Documents constitute the entire
           ----------------
understanding of the parties hereto with respect to the subject matter  hereof,
superseding all  negotiations,  prior  discussions  and  prior  agreements  and
understandings relating to  such subject  matter; provided,  however, that  the
specific provisions of  any other agreement  between the  parties executed  and
delivered by the parties in connection with the closing under the  Contribution
Agreement shall not be superseded by this Agreement and to the extent any  such
other agreement is in conflict herewith, such specific agreement shall control.

      11.3 Parties In Interest.  Neither party may assign its rights or
           -------------------
delegate any of its duties under  this Agreement without prior written  consent
of the other.   This Agreement shall be  binding upon, and  shall inure to  the
benefit of, the  parties hereto and  their respective  successors and  assigns.
Nothing contained in this Agreement, express or implied, is intended to  confer
upon any third party any benefits, rights or remedies.

      11.4 Effectiveness.  This Agreement shall become effective at the
           -------------
Effective Date  and may  be terminated  by GENROCO  at any  time prior  thereto
without any liability on GENROCO's part.

      11.5 Reformation and Severability.  If any provision of this Agreement
           ----------------------------
shall be held to be invalid, unenforceable or illegal in any jurisdiction under
any circumstances for any reason, (i)  such provision shall be reformed to  the
minimum extent necessary to cause such  provision to be valid, enforceable  and
legal and  preserve  the  original intent  of  the  parties, or  (ii)  if  such
provision cannot be  so reformed,  such provision  shall be  severed from  this
Agreement.    Such   holding  shall  not   affect  or   impair  the   validity,
enforceability or legality of such provision in any other jurisdiction or under
any other  circumstances.    Neither  such  holding  nor  such  reformation  or
severance shall affect or  impair the legality,  validity or enforceability  of
any other provisions of this Agreement to the extent that such other  provision
is not itself actually in conflict with any applicable law.

      11.6 Titles and Headings.  All titles and headings have been inserted
           -------------------
solely for the convenience of the parties and are not intended to be a part  of
this Agreement or to affect its meaning or interpretation.

      IN WITNESS WHEREOF the Parties have caused this Agreement to be  executed
 by their duly authorized officers as of 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