EMPLOYEE BENEFITS AND COMPENSATION
                                   AGREEMENT

                                    Between

                                 GENROCO, INC.

                                      and

                             VIDEOPROPULSION, INC.

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

                       EMPLOYEE BENEFITS AND COMPENSATION

 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  employees
 (including  their  compensation  and  benefits)  of  the  Video  Division   in
 connection with  the transaction  effected by  the Contribution  Agreement  as
 defined below.  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  related  to
 GENROCO's video and  related products 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   certain  video   products
 manufactured by the Division throughout the world.

     WHEREAS, 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.

     NOW THEREFORE, in consideration  of the premises  and the mutual  promises
 contained in  this Agreement,  the Contribution  Agreement  and in  the  other
 agreements and instruments  provided for  in the  Contribution Agreement,  the
 parties hereto agree as follows:

                                   ARTICLE I

                             Additional Definitions
                             ----------------------

     "Active Division Employees"  means employees of  GENROCO who are  actively
 working for the Division immediately prior to the Effective Date.

     "Benefit Plans" means, collectively, all Pension Plans, Welfare Plans  and
 Other Benefit Plans maintained by GENROCO  and covering Division Employees  or
 their dependents or beneficiaries.

     "ERISA" means  the Employee  Retirement Income  Security Act  of 1974,  as
 amended.

     "Employees" means employees of GENROCO who work at the Division, including
 those who are not actively working  for the Division immediately prior to  the
 Effective Date solely  by reason of  vacation, sick leave,  family or  medical
 leave, military  leave,  short-term  disability  leave,  long-term  disability
 leave, leave compensated by workers' compensation or other leave of absence or
 layoff or strike,  but excluding persons for whom the employment  relationship
 has been finally terminated whether by  retirement, discharge, quit or  death,
 and excluding  persons who  prior  to the  Effective  Date have,  pursuant  to
 procedures established  by GENROCO,  elected to  transfer to  employment  with
 GENROCO other than Division employment.

     "Other Benefit Plans" means  any written or oral  plan, contract or  other
 arrangement of  benefits or  advantage to  any group  of employees,  including
 without  limitation  bonus,  profit  sharing,  deferred  compensation,   stock
 purchase, stock option,  severance plan, salary  continuation, vacation,  sick
 leave, fringe benefit, incentive, insurance, training program,  apprenticeship
 program, welfare or similar arrangement (other than a Pension Plan or  Welfare
 Plan)  maintained  by  GENROCO  and  covering  Division  Employees  or   their
 beneficiaries or dependents.

     "Welfare Plan"  means any  employee welfare  benefit plan,  as defined  in
 Section 3(1) of ERISA, maintained by  GENROCO and covering Division  Employees
 or dependents or beneficiaries of Division Employees.

                                   ARTICLE II

                        Identification  of Benefit Plans
                        --------------------------------

     Schedule H-2 sets forth a list of the Benefit Plans maintained by  GENROCO
 with respect  to Employees.   VideoPropulsion  acknowledges that  it has  been
 furnished with descriptions of  all Benefit Plans  described on Schedule  H-2.
 In the event another benefit plan is offered to Employees which is not  listed
 on Schedule  H-2,  the  parties agree  to  allocate  financial  responsibility
 between themselves consistent  with the  approach taken  for similar  benefits
 listed under Schedules  H-2.   The parties agree  to resolve  any disputes  in
 accordance with the procedures set forth at Article VII.

     The parties agree  that all matters  concerning the Worker's  Compensation
 Plans listed on  Schedule H-2  will be  treated as  set forth  in the  General
 Assignment, Assumption and  Agreement regarding Litigation,  Claims and  Other
 Liabilities, dated ------- --, 2000  (the "General Assignment, Assumption  and
 Agreement").

     The parties further agree that all matters concerning the Stock  Incentive
 Plan (including  Employment Agreement)  will be  governed by  the Release  and
 Settlement Agreement, dated ------- --, 2000.

                                  ARTICLE III

                        Employees and Employee Benefits
                        -------------------------------

     3.1  Employees.  (a)  Effective as of the Effective Date, VideoPropulsion
          ---------
shall offer employment to all persons who are Employees.  VideoPropulsion shall
on the Effective Date assume the employment responsibilities for each  Employee
and  shall  offer  to  return  each  such  employee  to  a  position  with  job
responsibilities comparable to such employee's prior position of employment  in
the Division if such position is available or if required by law, or  otherwise
to any other open position for which such employee is qualified.

     (b)  Employees (and their dependents and beneficiaries) shall be  provided
compensation and  benefits by  VideoPropulsion comparable  to compensation  and
benefits being provided to them by  GENROCO immediately prior to the  Effective
Date.

     (c)    Employees  shall  be  given   credit  for  GENROCO  service   under
VideoPropulsion's benefit plans.

     (d) (i) GENROCO,  in good faith,  will calculate  the estimated  liability
amount related to Employees' unpaid and accrued vacation expense earned for the
period January  1,  2000 through  -------  --, 2000.    GENROCO will  remit  to
VideoPropulsion cash equal to 1.0765 times this liability amount.

     (ii)   VideoPropulsion will  assume all  liability related  to  Employees'
 payroll  taxes.    VideoPropulsion  will  remit  the  payroll  taxes  to   the
 appropriate regulatory authorities.  GENROCO will  not be responsible for  any
 of the payroll taxes relating to Employees.

     (iii)  GENROCO will calculate all  wages due to Employees for the  payroll
 period ending on -------  --, 2000.  GENROCO  will directly remit such  wages,
 net of  deductions,  to all  Employees.   On  and  after the  Effective  Date,
 VideoPropulsion shall remain solely liable for  all compensation and wages  to
 be paid to Employees.

     (iv)  VideoPropulsion  will assume  all liability  relating to  Employees'
 compensation for holidays occurring on or after the Effective Date.

     (v)  Any  disputes concerning  the calculation  of the  liability will  be
 resolved by the dispute resolution provisions of this Agreement.

     (e)  Both before and after the Effective Date, GENROCO and VideoPropulsion
 shall coordinate  with each  other and  shall take  all actions  necessary  to
 effect the smooth transfer  of Employees and  continuing benefit coverage  and
 administration.

     3.2  Allocation of Benefit Payment Responsibility.  Except as provided in
          --------------------------------------------
Section 3.1(f), Article IV and Article  V, VideoPropulsion is not assuming  any
benefit or  compensation  program maintained  by  GENROCO and  GENROCO  is  not
assigning any such program  to VideoPropulsion.  VideoPropulsion's  obligations
with respect  to  benefit  and compensation  programs  shall  be  as  described
therein.  As to  all other Benefit Plans,   from and  after the Effective  Date
VideoPropulsion shall provide  Employees with all  benefits and payments  which
would have been  provided to  them under the  Benefit Plans  (other than  stock
option or stock purchase  plans) with respect to  claims for benefits  incurred
prior to the Effective Date so long  as GENROCO would not ordinarily have  paid
such benefits in accordance with its  ordinary benefit payment practices  prior
to the Effective Date.  However, notwithstanding the foregoing, with respect to
(a)  health benefits,  (b)  dental benefits,  (c)  vision  benefits, (d)   life
insurance, (e)  travel accident insurance  and (f) other benefits for which  an
insurance carrier  or some  party other  than GENROCO  is responsible,  GENROCO
shall remain responsible, subject  to and in accordance  with the terms of  the
applicable Benefits Plan,  for all claims  incurred by Employees  prior to  the
Effective Date even  if such  claims are not  filed until  after the  Effective
Date.  Further, if any Hired Division Employee or dependent is not actively  at
work by reason of hospitalization on  the Effective Date, GENROCO shall  retain
responsibility for the  payment of  health care claims  until the  end of  such
hospitalization, subject to and in accordance with the terms and conditions  of
the applicable health benefits plan as in effect on the Effective Date.

     3.3  VideoPropulsion to Indemnify GENROCO.  VideoPropulsion shall
          ------------------------------------
indemnify, hold  harmless and  defend GENROCO  from  and against  any  damages,
claims  (including,  but  not  limited  to,  unfair  labor  practice   claims),
liabilities, obligations, costs of defense (including attorney fees), expenses,
fines, levies, assessments, charges, penalties, damages, settlements or  awards
asserted  against  GENROCO  associated  with  Benefit  Plans  or   compensation
applicable to Employees (including dependents or beneficiaries, if any)  except
to the  extent liability  has been  specifically retained  by GENROCO  in  this
Agreement,  provided  that  VideoPropulsion's  obligation  to  indemnify,  hold
harmless, and defend shall not apply to the extent (a) an insurance carrier  or
(b) any party other  than GENROCO or VideoPropulsion  is responsible.   Without
limiting the foregoing, it is specifically contemplated that  VideoPropulsion's
indemnity shall extend to  any claims (except to  the extent (a) liability  has
been specifically  retained by  GENROCO in  this  Agreement, (b)  an  insurance
carrier is responsible, or (c) any party other than GENROCO or  VideoPropulsion
is responsible)  made  against  GENROCO for  benefits  which  would  have  been
provided by GENROCO to the Employees under its Benefit Plans had the  Employees
remained GENROCO employees throughout  the remainder of  their careers but  are
not provided by VideoPropulsion  which would have been  applicable to them  had
they continued to  be covered  under the GENROCO  Benefit Plans.   The  parties
agree to generally follow the procedure for notification of a claim for defense
or indemnification and the procedures for obtaining indemnification or  defense
as set forth in  Articles V and  VI of the  General Assignment, Assumption  and
Agreement.

     3.4  Retirees.  Those individuals who were employees of the Division who
          --------
retired prior to the Effective Date and were eligible for benefits available to
retired employees of  the Division  under a  plan maintained  by GENROCO  shall
continue to be the responsibility of GENROCO after the Effective Date.

     3.5  COBRA.  (a)  This paragraph (a) applies to (i) those individuals who
          -----
are Employees (and  their dependents) and  (ii) those individuals  who are  not
Employees but who  had been  employees of  the Division  (in this  circumstance
meaning an individual who for over 50% of the  time in the most recent 2  years
of his employment was an employee of the Division) prior to the Effective  Date
(or their  dependents).   If an  election  for any  such person  of  continuing
coverage under  a  health, dental  and/or  vision benefits  plan  sponsored  by
GENROCO as a result of the requirements of ERISA Sections 601-608 is in  effect
on the Effective Date or if such an election for any such person is made on  or
after the  Effective  Date, VideoPropulsion  shall  at its  option  either  (i)
reimburse GENROCO for the  amount of health, dental  and vision benefit  claims
paid by GENROCO for  such person for claims  incurred after the Effective  Date
less the amount of any premiums paid by such person to GENROCO with respect  to
periods after  the Effective  Date for  the right  to receive  such  continuing
coverage or (ii) provide replacement  coverage with no applicable  pre-existing
condition exclusion.

     (b)   Notwithstanding  any  other  provision  of  this  agreement  to  the
contrary, GENROCO shall retain all liabilities for the provision of  continuing
coverage under  a  health, dental  and/or  vision benefits  plan  sponsored  by
GENROCO as a  result of  the requirements of  ERISA Section  601-608 for  those
individuals who had been  employees of the Division  (or their dependents)  for
whom the employment relationship with the  Division and GENROCO ended prior  to
the Effective Date and who are not otherwise described in paragraph (a) above.

     3.6  Personnel and Medical Records.  GENROCO shall transfer or make
          -----------------------------
available to VideoPropulsion  the personnel and  medical records of  Employees.
VideoPropulsion shall indemnify,  hold harmless,  and defend  GENROCO from  and
against  any  damages,  claims,  liabilities,  obligations,  costs  of  defense
(including attorney  fees),  expenses,  fines,  levies,  assessments,  charges,
penalties, damages, settlements  or awards asserted  against GENROCO  resulting
from the release of any personnel and medical records under this Section 3.6.

     3.7  Reimbursement for Compensation Arising From Note Forgiveness.
          ------------------------------------------------------------
VideoPropulsion shall pay  Genroco in cash  amounts forgiven  for employees  of
VideoPropulsion under the related Genroco   employee stock purchase  agreements
as such amounts are forgiven.  The total amount outstanding between Genroco and
VideoPropulsion for  VideoPropulsion  employees  as of  December  31,  1999  is
$325,368.06.  Such amounts will be forgiven as vested as described specifically
in Schedule H-3.

                                  ARTICLE IV

                              Dispute Resolution
                              ------------------

     4.1  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.

     4.2  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.

     4.3  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.

                                   ARTICLE V

                                    Notices
                                    -------

     5.1  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

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

                                   ARTICLE VI

                        Written Amendment and Non-Waiver
                        --------------------------------

     6.1  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.

     6.2  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.

                                  ARTICLE VII

                                 Miscellaneous
                                 -------------

     7.1  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.

     7.2  Entire Agreement.  This Agreement constitutes the entire
          ----------------
understanding of the parties hereto with respect to the subject matter  hereof,
superseding all negotiations, prior discussions and  prior agreements.  To  the
extent a subject is  specifically covered in this  Agreement and to the  extent
any other  agreement  (other than  the  Release and  Settlement  Agreement  and
General Assignment Agreement  provision on Worker's  Compensation described  in
Article II)  is  in  conflict herewith,  this  Agreement,  if  specific,  shall
control.

     7.3  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.

     7.4  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.

     7.5  Consolidation, Merger, Etc. Involving VideoPropulsion.
          -----------------------------------------------------
VideoPropulsion shall not consolidate  with or merge into  any other Person  or
convey, transfer or lease all or any substantial portion of its properties  and
assets to  any Person,  and  VideoPropulsion shall  not  permit any  Person  to
consolidate with or merge into VideoPropulsion or convey, transfer or lease all
or any substantial  portion of its  properties and  assets to  VideoPropulsion,
unless, in case VideoPropulsion  shall consolidate with  or merge into  another
Person or  convey, transfer  or lease  all or  any substantial  portion of  its
properties and assets to any Person, the Person formed by such consolidation or
into which VideoPropulsion is merged or the Person which acquires by conveyance
or transfer, or which leases, all or any substantial portion of properties  and
assets  of  VideoPropulsion  shall  be  a  corporation,  partnership  or  trust
organized and validly existing under the laws of the United States of  America,
any State thereof or the District of Columbia and shall expressly assume, by  a
written agreement,  executed  and  delivered to  GENROCO,  in  form  reasonably
satisfactory to GENROCO, all  the liabilities, obligations  and expenses to  be
assumed by  VideoPropulsion  under this  Agreement  and the  due  and  punctual
performance or observance of every agreement and covenant of this Agreement  on
the part of VideoPropulsion to be performed or observed.

        For purposes  of  this Section,  "Person"  shall mean  any  individual,
corporation, partnership, joint venture, trust, unincorporated organization  or
government or any agency or political subdivision thereof.

     7.6  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.

     7.7  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.

     7.8  No Reliance.  No third party is entitled to rely on any of the
          -----------
representations, warranties and  agreements of  the parties  contained in  this
Agreement.  The parties assume no liability  to any third party because of  any
reliance on  the  representation,  warranties and  agreements  of  the  parties
contained in this Agreement.

        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

                               TABLE OF CONTENTS

EMPLOYEE BENEFITS AND COMPENSATION                                         H-1

RECITALS                                                                   H-1

ARTICLE I Additional Definitions                                           H-3

ARTICLE II Identification  of Benefit Plans                                H-5

ARTICLE III Employees and Employee Benefits                                H-6
   3.1  Employees                                                          H-6
   3.2  Allocation of Benefit Payment Responsibility                       H-7
   3.3  VideoPropulsion to Indemnify GENROCO                               H-8
   3.4  Retirees                                                           H-9
   3.5  COBRA                                                              H-9
   3.6  Personnel and Medical Records                                     H-10
   3.7  Reimbursement for Compensation Arising From Note Forgiveness      H-10

ARTICLE IV Dispute Resolution                                             H-11
   4.1  General                                                           H-11
   4.2  Arbitration                                                       H-11
   4.3  Legal Proceedings                                                 H-11

ARTICLE V Notices                                                         H-12
   5.1  General                                                           H-12
   5.2  Change in Address                                                 H-12

ARTICLE VI Written Amendment and Non-Waiver                               H-13
   6.1  Written Amendment and Waiver                                      H-13
   6.2  Limited Amendment or Waiver                                       H-13

ARTICLE VII Miscellaneous                                                 H-14
   7.1  Governing Law                                                     H-14
   7.2  Entire Agreement                                                  H-14
   7.3  Parties In Interest                                               H-14
   7.4  Effectiveness                                                     H-14
   7.5  Consolidation, Merger, Etc. Involving VideoPropulsion             H-14
   7.6  Reformation and Severability                                      H-15
   7.7  Titles and Headings                                               H-16
   7.8  No Reliance                                                       H-16