THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION ("BLUE SKY LAWS"), AND CANNOT BE RESOLD UNLESS THEY ARE REGISTERED
UNDER THE ACT AND ANY APPLICABLE BLUE SKY LAWS, UNLESS AN EXEMPTION IS
AVAILABLE.  THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF.

                                 GENROCO, INC.

                             STOCK PURCHASE WARRANT

                     WARRANT TO PURCHASE -------- SHARES OF
                        COMMON STOCK AS DESCRIBED HEREIN


Dated: -----------, ----                                         Warrant No. ---

                    This certifies that, for value received:

          Name:          -------------------------

          Address:       -------------------------
                         -------------------------

or its registered assigns are entitled to purchase from Genroco, Inc., a
Wisconsin corporation (the "Company"), having its principal office at 255 Info
Highway, Slinger, Wisconsin  53086, ------------------ (------) fully paid and
nonassessable shares of Common Stock, $.02 par value, of the Company (the
"Common Stock"), subject to the terms set forth herein.  This Warrant shall be
exercisable as provided in Section 17, at an exercise price of $12.00 (Twelve
and 00/100 Dollars) per share, subject to adjustment as provided elsewhere
herein (the "Warrant Price").  The holder(s) of this Warrant, whether the
initial holder of this Warrant and/or a registered assign, shall be referred to
herein as the "Warrantholder."

     1.   If at any time, as a result of an adjustment made pursuant to Section
4, the securities or other property obtainable upon exercise of this Warrant
shall include shares or other securities of the Company other than common stock
or securities of another corporation or other property, thereafter the number of
such other shares or other securities or property so obtainable shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
Section 4.

     2.   The purchase rights represented by this Warrant may be exercised by
the Warrantholder or its duly authorized attorney or representative, in whole or
in part (but not as to a fractional share of Common Stock), at any time and from
time to time during the period commencing on the date of this Warrant (the
"Commencement Date") and expiring at 4:30 p.m., Central Time, three years from
the date hereof (the "Expiration Date"), upon presentation of this Warrant at
the principal office of the Company, with the purchase form attached hereto duly
completed and signed, and upon payment to the Company in cash or by certified
check or bank draft of an amount equal to the number of shares being so
purchased multiplied by the Warrant Price.  The Company agrees that the
Warrantholder will be deemed the record owner of such shares as of the close of
business on the date on which the Warrant shall have been presented and payment
shall have been made for such shares as aforesaid.  Certificates for the shares
of Common Stock so purchased shall be delivered to the Warrantholder within a
reasonable time, not exceeding 20 days, after the exercise in full of the rights
represented by this Warrant.

     If the Warrant is exercised in part only, the Company shall, upon surrender
of this Warrant for cancellation, deliver a new Warrant evidencing the rights of
the Warrantholder to purchase the balance of the shares of Common Stock which
the Warrantholder is entitled to purchase hereunder.  This Warrant shall be void
after 4:30 P.M., Central Time, on the Expiration Date.

     3.   Subject to the provisions of Section 7, (i) this Warrant is
exchangeable at the option of the Warrantholder at the principal office of the
Company for other Warrants of different denominations entitling the
Warrantholder to purchase the same aggregate number of shares of Common Stock as
are purchasable hereunder; and (ii) this Warrant may be divided or combined with
other warrants that carry the same rights.  In either case, any alterations
shall be made upon presentation, at the principal office of the Company, of the
Warrant(s), together with a written notice signed by the Warrantholder
specifying the names and denominations in which any new Warrants are to be
issued and the payment of any transfer tax due in connection therewith.
<PAGE>

     4.   The Warrant Price and the number of shares purchasable upon the
exercise of each Warrant are subject to adjustment from time to time as follows:

          (a)  In case the Company shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, or (iv) issue by
reclassification of its shares of Common Stock other securities of the Company,
the number of shares of Common Stock purchasable upon exercise of this Warrant
immediately prior thereto shall be adjusted so that the Warrantholder shall be
entitled to receive the kind and number of shares of Common Stock or other
securities of the Company which he would have owned or have been entitled to
receive at the happening of any of the events described above, had such Warrant
been exercised immediately prior to the happening of such event or any record
date with respect thereto.  An adjustment made pursuant to this paragraph (a)
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.

          (b)  In case the Company shall issue rights, options or warrants to
all holders of its outstanding Common Stock, without charge to such holders,
entitling them to subscribe for or purchase shares of Common Stock, at a price
per share which is lower at the date of issuance than the Warrant Price per
share of Common Stock, the number of shares of Common Stock thereafter
purchasable upon the exercise of this Warrant shall be determined by multiplying
the number of shares of Common Stock theretofore purchasable upon exercise of
this Warrant by a fraction, of which the numerator shall be (i) the number of
shares of Common Stock outstanding on the date of issuance of such rights,
options or warrants plus the number of additional shares of Common Stock offered
for subscription or purchase, and of which the denominator shall be (ii) the
number of shares of Common Stock outstanding on the date of issuance of such
rights, options or warrants plus the number of shares which the aggregate
offering price of the total number of shares of Common Stock so offered would
purchase at the Warrant Price per share of Common Stock.  Such adjustment shall
be made whenever such rights, options or warrants are issued, and shall become
effective retroactively immediately after the record date for the determination
of stockholders entitled to receive such rights, options or warrants.

          (c)  In case the Company shall distribute or sell at less than fair
market value to all holders of its shares of Common Stock evidences of its
indebtedness or assets (excluding distributions referred to in paragraph (a)
above) or rights, options or warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock
(excluding those referred to in paragraph (b) above), then in each case the
number of shares of Common Stock thereafter purchasable upon the exercise of
this Warrant shall be determined by multiplying the number of shares of Common
Stock theretofore purchasable upon the exercise of this Warrant by a fraction,
of which the numerator shall be (i) the then current market price per share of
Common Stock (as defined in paragraph (d) below) on the date of such
distribution, and of which the denominator shall be (ii) such current market
price per share of Common Stock, plus, as determined in each case on a per share
basis, (x) the fair market value of any consideration received by the Company
less (y) the then fair value (as reasonably determined by the Board of Directors
of the Company in good faith) of the portion of the assets or evidences of
indebtedness so distributed or of such rights, options or warrants, or of such
convertible or exchangeable securities.  Such adjustment shall be made whenever
any such distribution is made, and shall become effective on the date of
distribution retroactive to the record date for the determination of
shareholders entitled to receive such distribution.

          (d)  For the purpose of a computation under this Section 4, the
current market price per share of Common Stock at any date shall be the average
of the daily closing prices for the first 10 consecutive trading days commencing
15 trading days before the date of such computation.  The closing price for each
day shall be the last reported sale price on such day or, in case no such
reported sales takes place on such day, the average of the representative
closing high bid and low asked quotations for the Common Stock on NASDAQ
Electronic Bulletin Board or any comparable system or in the National Daily
Quotron Service Pink Sheets (the "Pink Sheets") if not listed on NASDAQ or any
comparable system.  If the Common Stock is not listed on NASDAQ or a comparable
system or in the Pink Sheets, the fair market value shall be determined by the
board of directors, whose decision shall be final and binding.

          (e)  No adjustment in the number of shares of Common Stock purchasable
hereunder shall be required unless such adjustment would require an increase or
decrease of at least 1% in the number of shares of Common Stock purchasable upon
the exercise of this Warrant; provided, however, that any adjustments that by
reason of this Section 4(e) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment.  All calculations shall be
made to the nearest one-thousandth of a share.

          (f)  Whenever the number of shares of Common Stock purchasable upon
the exercise of this Warrant is adjusted, as herein provided, the Warrant Price
shall be adjusted by multiplying such Warrant Price immediately prior to such
adjustment by a fraction, of which the numerator shall be the number of shares
of Common Stock purchasable upon the exercise of this Warrant immediately prior
to such adjustment, and of which the denominator shall be the number of shares
of Common Stock so purchasable immediately thereafter.

          (g)  For the purpose of any computation under this Section 4, the
number of shares of Common Stock deemed outstanding at any given time does not
include shares owned or held by or for the account of the Company.

          (h)  For purposes of this Section 4, the term "shares of Common Stock"
shall mean (i) the classes of stock of the Company designated as the Common
Stock of the Company at the date of this Warrant, or (ii) any other class of
stock resulting from successive changes or reclassifications of such common
stock.  In the event that at any time, as a result of an adjustment made
pursuant to paragraph (a) above, the Warrantholder shall become entitled to
purchase any shares of the Company other than shares of Common Stock, thereafter
the number of such other shares so purchasable upon exercise of this Warrant and
the Warrant Price with respect to such shares shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the Common Stock purchasable upon exercise of
this Warrant contained in paragraphs (a) through (g), inclusive, above, and the
balance of the provisions hereof shall apply on like terms to any such other
shares.

          (i)  Upon the expiration of any rights, options, warrants or
conversion or exchange privileges, if any thereof shall not have been exercised,
the Warrant Price and the number of shares of Common Stock purchasable upon the
exercise of this Warrant shall, upon such expiration, be readjusted and shall
thereafter be such as it would have been had it been originally adjusted (or had
the original adjustment not been required, as the case may be) as if (A) the
only shares of Common Stock so issued were the shares of Common Stock, if any,
actually issued or sold upon the exercise of such rights, options, warrants or
conversion or exchange rights and (B) such shares of Common Stock, if any, were
issued or sold for the consideration actually received by the Company upon such
exercise plus the aggregate consideration, if any, actually received by the
Company for the issuance, sale or grant of all of such rights, options, warrants
or conversion or exchange rights whether or not exercised, provided, that no
such readjustment shall have the effect of increasing the Warrant Price by an
amount in excess of the amount of the adjustment initially made in respect to
the issuance, sale or grant of such rights, options, warrants or conversion or
exchange rights.

     No adjustments pursuant to this Section 4 shall be made because of the
issuance of any outstanding warrants or options or any options granted pursuant
to the Company's 1988 Stock Option Plan (whether currently outstanding or issued
subsequent to the Commencement Date) or the issuance of Common Stock pursuant to
the exercise of such options.

     In the event of any adjustment pursuant to this Section 4, no fractional
shares of Common Stock shall be issued in connection with the exercise of any
Warrants, but the Company shall, in lieu of such fractional shares, make such
cash payment therefor on the basis of the current market price on the day
immediately prior to exercise.

     Irrespective of any adjustments pursuant to this Section 4 to the Warrant
Price or to the number of shares or other securities or other property
obtainable upon exercise of this Warrant, this Warrant may continue to state the
Warrant Price and the number of shares obtainable upon exercise, as the same
price and number of shares stated herein.

     Until the exercise or expiration of this Warrant, the Company will provide
each Warrantholder with each and every report or other communication mailed to
the stockholders of the Company generally.

     5.   The Company covenants and agrees that:

          (a)  During the period within which the rights represented by the
Warrant may be exercised, the Company will at all times reserve and keep
available, free from preemptive rights out of the aggregate of its authorized
but unissued Common Stock, for the purpose of enabling it to satisfy any
obligation to issue shares of Common Stock upon the exercise of this Warrant,
the number of shares of Common Stock deliverable upon the exercise of this
Warrant.  If at any time the number of shares of authorized Common Stock shall
not be sufficient to effect the exercise of this Warrant, the Company will take
such corporate action as may be necessary to increase its authorized but
unissued Common Stock to such number of shares as shall be sufficient for such
purpose.  The Company shall have analogous obligations with respect to any other
securities or properties issuable upon exercise of this Warrant;

          (b)  All Common Stock that may be issued upon exercise of the rights
represented by this Warrant will, upon issuance, be validly issued, fully paid,
nonassessable (except for Section 180.0622(b)), and free from all taxes, liens,
and charges with respect to the issue thereof;

          (c)  All original issue taxes payable with respect to the issuance of
shares upon the exercise of the rights represented by this Warrant will be borne
by the Company but in no event will the Company be responsible or liable for
income taxes or transfer taxes upon the transfer of any Warrant;

          (d)  The Company will not take any action to terminate this Warrant;
and

          (e)  The Company will give notice to the Warrantholder of (i) any
tender offer that is being made for the Company's shares of Common Stock; (ii)
any offer to holders of Common Stock for subscription or purchase by them of any
shares of stock of any class; and (iii) of any capital reorganization of the
Company, reclassification of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation, the sale, lease or
transfer of all or substantially all of the property or assets of the Company to
another corporation or the voluntary or involuntary dissolution, liquidation or
winding up of the Company (all such events in (i)-(iii) above are referred to as
"Events").  The notice shall be promptly delivered and shall describe the Event,
the date it is to take place and when the holders of Common Stock will be
entitled to exchange their shares for securities or other properties deliverable
upon such Event.

     6.   Until exercised, this Warrant shall not entitle the Warrantholder to
any voting rights or other rights as a stockholder of the Company.

     7.   This Warrant and the Common Stock issuable upon the exercise hereof
may not be sold, transferred, pledged or hypothecated unless the Company shall
have been supplied with evidence reasonably satisfactory to it that such
transfer is not in violation of the Securities Act of 1933, as amended (the
"Act") and any applicable state laws.  Subject to the satisfaction of the
aforesaid condition, this Warrant shall be transferable by the Warrantholder.

     If this Warrant is transferred, in whole or in part, upon surrender of this
Warrant to the Company, the Company shall deliver to each transferee a Warrant
evidencing the rights of such transferee to purchase the number of shares of
Common Stock that such transferee is entitled to purchase pursuant to such
transfer.

     The Company may place a legend on this Warrant or any replacement Warrant
and on each certificate representing shares issuable upon exercise of this
Warrant as to which the Company has not been supplied evidence that a subsequent
transfer of such security would not be in violation of the Act and any
applicable state laws.

     8.   (a)  (i) If the Company proposes to register under the Act and any
applicable state securities law any of its Common Stock for sale for cash to the
public, whether for its own account or for the account of other shareholders or
both (except with respect to registration statements on Form S-4 or S-8, or
another form not available for registering securities for sale to the public),
each Warrantholder shall have the right to include any part or all of the shares
of Common Stock covered by his Warrant in any such registration; provided,
however, if after receipt of the advice of its underwriters that were the stock
requested included in the offering, the total number of shares would exceed the
number of shares which could be sold in an orderly manner in the offering, the
Company, in its sole discretion, may exclude any or all of such shares requested
to be included in the offering, provided that such exclusions shall be pro rata
among the shares held by the shareholders of the Company which are includable in
the registration.

               (ii)  At any time after June 30, 2000, at the undersigned's
election for two times and provided that the Company has not effected a
registration of shares of its Common Stock pursuant to Section 8(a)(i) within
the preceding 180 days, if the Warrantholder requests in writing, the Company
shall promptly thereafter use its best efforts to effect the registration under
the Act and any applicable state securities laws of all shares of Common Stock
covered by this Warrant which the undersigned requests in writing to be so
registered and in a manner corresponding to the methods of distribution
described in the undersigned's request; provided, however, that the Company
shall be obligated to keep the registration statement current for no more than
ninety days after the effective date of the registration statement in order to
effect the distribution of such shares in the manner requested by the
undersigned.  Notwithstanding the foregoing, the Company may delay filing a
registration statement, and may withhold efforts to cause the registration
statement to become effective, for a period of not more than sixty (60)
consecutive days and for no more than 120 days in the aggregate during any
twelve month period, if the Company determines in good faith that such
registration might (1) interfere with or affect the negotiation or completion of
any transaction that is being contemplated by the Company (whether or not a
final decision has been made to undertake such transaction) at the time the
right to delay is exercised, or (2) involve initial or continuing disclosure
obligations that might not be in the best interest of the Company's
stockholders.

          (b)  Notwithstanding paragraph (a) above, the Company shall include in
any registration made pursuant to this Section 8 only those shares of Common
Stock covered by the Warrants as to which it has received assurances reasonably
satisfactory to it that all exercise rights as to those Warrants will be
exercised and that such Warrants will be converted to Common Stock on or prior
to the date on which a registration statement has become effective or the sale
thereof to underwriters has been consummated so that only Common Stock shall be
distributed to the public under such registration statement.

          In the event that Common Stock is proposed to be registered pursuant
to Section 8(a)(i), the Company shall give written notice to the Warrantholders
of the proposed filing not later than 5 days prior to the date of its intention
to do so and, upon the written request of the Warrantholder given to the Company
not later than 30 days later (which request shall state the intended method of
disposition of such of its securities to be included in the registration
statement by the Warrantholder), the company shall cause such number of shares
of the Common Stock acquired or to be acquired by the Warrantholder pursuant to
this Warrant (but not the Warrant itself) to be included in the registration
statement to be registered under the Act as provided above in Section 8(a)(i).

          Any request of the Warrantholder for inclusion in any registration of
Common Stock pursuant to this Section 8 shall also include the agreement of the
Warrantholder to sell the applicable amount of Common Stock only through the
underwriters, if applicable, and at the price and upon the terms fixed by the
agreement among the Company and the underwriters or brokers for such
transaction.

          (c)  Any registration of shares pursuant to Section 8(a) shall be
effected at the Company's expense, exclusive of underwriting discounts and
commissions and of legal fees and expenses for counsel to the Warrantholders.

          (d)  In connection with any registration of shares pursuant to this
Section 8, the persons whose shares are being registered shall furnish the
Company with such information concerning such persons and the proposed sale or
distribution as shall, in the opinion of counsel for the Company, be required
for use in the preparation of the registration statement, and such persons shall
cooperate fully in the preparation and filing of the registration statement.  In
addition, Warrantholders shall indemnify the Company, its officers and directors
("Indemnified Persons") against all claims, losses or damages Indemnified
Persons incur as a result of any information supplied by such Warrantholder that
was included in the registration statement which either contained any untrue
statement or alleged untrue statement of a material fact or failed to disclose
material facts required to make those stated not misleading.

          (e)  In the event of a registration of any of the Warrantholder's
shares under the Act pursuant to this Section 8, the Company will indemnify and
hold harmless the Warrantholder, its officers and directors and any person who
controls the Warrantholder within the meaning of the Act, against any and all
losses, claims, damages, expenses or liabilities, joint or several
(collectively, and together with actions, proceedings or inquiries by any
regulatory or self-regulatory organization, "Claims"), to which the
Warrantholder or controlling person may become subject under the Act or
otherwise, insofar as such Claims arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such shares were registered under the Act,
any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Warrantholder and each such controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such Claim; provided, however, that the Company will not be liable
in any such case if and to the extent that any such Claim arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished by the
Warrantholder in writing specifically for use in such registration statement or
prospectus.

          (f)  The obligations of the Company and the Warrantholder under this
Section 8 shall survive the expiration of this Warrant.

     9.   If this Warrant is lost, stolen, mutilated or destroyed, the Company
shall, on such terms as the Company may reasonably impose, including a
requirement that the Warrantholder obtain a bond, issue a new Warrant of like
denomination, tenor, and date.  Any such new Warrant shall constitute an
original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by
anyone.

     10.  Any Warrant issued pursuant to the provisions of Section 9, or upon
transfer, exchange, division or partial exercise of this Warrant or combination
thereof with another Warrant or Warrants, shall set forth each provision set
forth in Sections 1 through 16, inclusive, of this Warrant as each such
provision is set forth herein, and shall be duly executed on behalf of the
Company by an executive officer.

     11.  Upon surrender of this Warrant for transfer or exchange or upon the
exercise hereof, this Warrant shall be canceled by the Company, shall not be
reissued by the Company, and, except as provided in Section 2 in case of partial
exercise, in Section 3 in case of an exchange or in Section 7 in case of a
transfer, no Warrant shall be issued in lieu hereof.  Any new Warrant
certificate shall be issued promptly but no later than seven days after receipt
of the old warrant certificate; provided, however, that the obligation of the
Company to transfer the Warrant or issue the shares of Common Stock upon the
exercise of this Warrant shall be subject to compliance with Section 7.

     12.  This Warrant shall inure to the benefit of and be binding upon the
Warrantholder, the Company, and their respective successors and assigns.

     13.  All notices required hereunder shall be in writing and shall be deemed
received when delivered personally, one business day after delivery to a
nationally recognized commercial overnight courier service, or two business days
after mailing when mailed by certified or registered mail to the Company or the
Warrantholder, at the address of such party as set forth on the first page of
this Warrant, or at such other address of which the Company or Warrantholder has
been advised by notice hereunder.

     14.  In case of any change in the Common Stock through merger,
consolidation, reclassification, reorganization, recapitalization, or other
change in the capital structure of the Company or in the case of a sale or other
transfer of its property, assets, and business substantially as an entirety to
another corporation, appropriate adjustment shall be made so that the
Warrantholder shall have the right thereafter to receive upon the exercise of
this Warrant the amount of shares of Stock or other securities which such holder
would have been entitled to receive if immediately prior to such event, such
holder had held the number of shares of Common Stock which were then purchasable
upon the exercise of this Warrant.  Appropriate adjustment shall be made in the
application of the provisions of this Warrant (including the provisions relating
to adjustment of the Warrant Price) so that the provisions set forth herein
shall thereafter be applicable, as nearly as reasonable, to any shares of stock
or other securities or property thereafter deliverable upon the exercise of this
Warrant.

     15.  The validity, interpretation, and performance of this Warrant and of
the terms and provisions hereof shall be governed by and construed in accordance
with the internal laws of the State of Delaware without giving effect to the
principles of conflicts of laws.

     16.  This Warrant may not be modified, amended, altered or supplemented
without the approval of a majority in interest of the holders of the Warrants
and except upon the execution and delivery of a written agreement executed by
the Company and the Warrantholder.

     17.  This Warrant is exercisable two business days after the date of the
Warrant.

     18.  After three months after execution of this Stock Purchase Warrant,
this Warrant may be redeemed by the Company, in whole or in part, without
premium, at the option of the Company upon resolution of the Board of Directors,
at any time or from time to time at the price of One Dollar ($1.00) per share
covered by the Warrant (the "Redemption Price").

          If less than all Warrants outstanding are to be redeemed at any one
time pursuant to this Section 18, the Company shall effect the redemption in its
discretion among all the holders of the Warrants as determined by the Board of
Directors.

          Not less than ten (10) nor more than sixty (60) days prior to the date
fixed for redemption of the Warrants, a notice specifying the time and place for
redemption shall be given by first class mail, postage prepaid, to the
Warrantholders of record on a date designated by the Company at their respective
addresses as the same appear on the record books of the Company.  The notice of
redemption if mailed in the manner herein provided, shall be conclusively
presumed to have been duly given, whether or not the Warrantholder receives such
notice.  In any case, failure to give such notice by mail or any defect in the
notice to any Warrantholder shall not affect the validity of the proceedings for
the redemption of Warrants held by any other Warrantholder.  The Company may
include additional conditions or terms in any notice of redemption.

     19.  The Company agrees with the Warrantholder as follows:

          (a)  The Company shall use commercially reasonable efforts to make and
keep public information available as those terms are understood and defined in
Rule 144 under the Act, at all times from and after 90 days following the
effective date of the first registration statement of the Company under the Act
of an offering of securities to the general public.

          (b)  The Company shall file with the Securities and Exchange
Commission ("Commission") in a timely manner all reports and other documents as
the Commission may prescribe under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), at any time after the
Company has become subject to such reporting requirements of the Exchange Act.

          (c)  The Company shall furnish the Warrantholder upon request (i) a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144 (at any time from and after 90 days following the
effective date of the first registration statement of the Company for an
offering of its securities to the general public), and of the Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), (ii) a copy of the most recent annual or quarterly report of the
Company, and (iii) such other reports and documents so filed as the
Warrantholder may reasonably request to avail itself of any rule or regulation
of the Commission allowing the Warrantholder to sell any such securities without
registration.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
effective as of -----------, -----.

                              GENROCO, INC.


                              By:----------------------------------------------
                                   Keith Brue
                                   Director, Chief Financial Officer, Secretary

                               FORM OF ASSIGNMENT
                               ------------------

     FOR VALUE RECEIVED, ---------------------- hereby sells, assigns and
transfers to ------------------------- the within Warrant, together with all
rights, title, and interest therein, and does hereby irrevocably constitute and
appoint ---------------------- as the undersigned's attorney to transfer such
Warrant on the register of the within-named Company, with full power of
substitution.

                                   ----------------------------------
                                             (Signature)

Dated:--------------------------

Signature Guaranteed:

     PURCHASE FORM
------------------

                                 To Be Executed
                            Upon Exercise of Warrant

     The undersigned hereby exercises the right to purchase -------- shares of
Common Stock, evidenced by the within Warrant, according to the terms and
conditions thereof, and herewith makes payment of the purchase price in full.
The undersigned requests that certificate(s) for such shares shall be issued in
the name set forth below.

Dated:                             [NAME OF HOLDER]


          By---------------------------------
                                             (Signature)

          Name:------------------------------
                                             (Please Print)

          Address:---------------------------
                  ---------------------------
                  ---------------------------

                                   Employer Identification No., Social Security
                                   No. or other identifying number:

                                   --------------------------------------------

     If the number of shares specified above shall not be all the shares
purchasable under the within warrant, the Warrantholder hereby requests that a
new Warrant for the unexercised portion shall be registered in the name set
forth below and delivered to the address set forth below.

          Name:---------------------------------
                    (Please Print)

          Address:------------------------------
                  ------------------------------
                  ------------------------------

                                   Employer Identification No., Social Security
                                   No. or other identifying number:

                                   ---------------------------------------------