CONTRIBUTION AGREEMENT,

             PLAN AND AGREEMENT OF REORGANIZATION AND DISTRIBUTION

      This Agreement  is  made  as  of  -------  --,  2000,  by  GENROCO,  INC.
 ("GENROCO"), a  Wisconsin  corporation,  with offices  at  255  Info  Highway,
 Slinger, Wisconsin  53086  and VIDEOPROPULSION,  INC.  ("VideoPropulsion"),  a
 Wisconsin corporation, with  offices at 251  Info Highway, Slinger,  Wisconsin
 53086.

      WHEREAS, VideoPropulsion is a corporation  formed on [October --,  1999],
 and established for the purpose of  taking title to certain assets  associated
 with the video business  of GENROCO (the "Division")  and assuming certain  of
 the liabilities associated with the video Division, such that  VideoPropulsion
 will own substantially all of the assets, business and operations formerly and
 currently used and conducted by the Division (the "Division Business");

      WHEREAS, the parties wish to provide for the transfer of such net  assets
 as will be transferred  and delivered to  VideoPropulsion, solely in  exchange
 for the common stock of VideoPropulsion  in accordance with the provisions  of
 Section 351 of the Internal Revenue Code of 1986, as amended;

      WHEREAS,  the   parties   wish  to   provide   for  the   assumption   by
 VideoPropulsion of certain  liabilities associated with  the Division and  the
 Division Business;

      WHEREAS, GENROCO  intends  to  distribute all  of  the  common  stock  of
 VideoPropulsion, pro rata, to the shareholders  of GENROCO in accordance  with
 resolu tions of the Board of Directors  of GENROCO and in accordance with  the
 terms of a tax opinion obtained from GENROCO's tax counsel to the effect  that
 such distribution will  not be  taxable to  the shareholders  of GENROCO  (the
 "Distribution"), so that after the Distribution GENROCO will own no shares  of
 stock representing the equity of VideoPropulsion and VideoPropulsion will be a
 corporation whose  shares  are  quoted  and traded  as  an  over  the  counter
 security;

      WHEREAS, the parties wish to provide for their agreements with respect to
 certain matters  pertaining  to  their business  relationships  following  the
 Distribution and other matters mutual to their interest;

      NOW THEREFORE, in furtherance of the foregoing purposes and in  considera
 tion of the  issuance of  the common stock  of VideoPropulsion  to GENROCO  as
 provided in  Section  3.1 and  the  mutual promises  and  undertakings  herein
 contained and  contained  in  any agreement  or  other  document  executed  in
 connection with this Agreement, the parties agree as follows:

                                   ARTICLE I
                           EFFECTIVE DATE AND CLOSING

      SECTION 1.1   Unless  otherwise provided  in this  Agreement, or  in  any
 agreement to be executed in connection with this Agreement, the effective date
 of each transfer of property,  assumption of liability, license,  undertaking,
 or agreement  in connection  herewith shall  be 12:01  a.m., Central  Standard
 Time, January 1, 2000  (the "Effective Date"),  or such other  date as may  be
 fixed by the Board of Directors of GENROCO.

     SECTION 1.2  This  Agreement shall be  void if the  Board of Directors  of
 GENROCO refrains from declaring or proceeding with the Distribution.

     SECTION 1.3    Unless  otherwise  provided  herein,  the  closing  of  the
 transactions contemplated hereunder shall occur by the lodging of each of  the
 executed instruments  of  transfer, assumptions  of  liability,  undertakings,
 agreements, instruments  or other  documents executed  or  to be  executed  in
 connection with this Agreement  with Quarles & Brady  LLP, 411 East  Wisconsin
 Avenue, Milwaukee,  Wisconsin 53202,  attorneys for  GENROCO,  to be  held  in
 escrow for delivery as provided in Section 1.4 of this Agreement.

     SECTION 1.4  Upon receipt of a certificate of the Secretary of GENROCO  in
 the form attached to this  Agreement as Exhibit A,  Quarles & Brady LLP  shall
 deliver to VideoPropulsion on behalf of  GENROCO all of the items required  to
 be delivered by GENROCO  hereunder lodged with it  pursuant to Section 1.3  of
 this Agreement  and  each  such  item  shall be  deemed  to  be  delivered  to
 VideoPropulsion as of the  Effective Date upon  delivery of such  certificate.
 Upon receipt of a certificate of the Secretary of VideoPropulsion in the  form
 attached to this Agreement as Exhibit B, Quarles & Brady LLP shall deliver  to
 GENROCO on behalf of VideoPropulsion all of the items required to be delivered
 by VideoPropulsion  hereunder  and  each  such item  shall  be  deemed  to  be
 delivered  to  GENROCO  as  of  the  Effective  Date  upon  receipt  of   such
 certificate.

                                   ARTICLE II
                                    CLOSING

     SECTION 2.1   As of  the Effective  Date, GENROCO  will or  will cause  an
 appropriate subsidiary to deliver to VideoPropulsion all of the following:

      (a)  Duly executed lease, substantially in the form annexed as Exhibit C,
           to certain facilities used by VideoPropulsion;

      (b)  Duly executed General Assignment, Assumption and Agreement Regarding
           Litigation,  Claims   and  Other   Liabilities  (the   "Assignment")
           substantially in the form annexed as Exhibit D;

      (c)  Duly executed assignments  of the patents  listed on Schedule 2.1(c)
           and a license of  certain patents listed on  Schedule 2.1(c), and  a
           duly executed  Transitional  Trademark  Use  and  License  Agreement
           substantially in the form annexed as Exhibit E;

      (d)  Duly executed Insurance Matters  Agreement substantially in the form
           annexed as Exhibit F;

      (e)  Cash, as provided in the Assignment;

      (f)  A  duly  executed  Employee   Benefits  and  Compensation  Agreement
           substantially in the form annexed as Exhibit G;

      (g)  A duly executed Tax Sharing  and Indemnification Agreement (the "Tax
           Agreement") substantially in the form annexed as Exhibit H;

      (h)  Such documents or  instructions as may  be necessary  to satisfy the
           provisions of Section 4.7 of this Agreement;
      (i)  A   duly   executed   Interim   Administrative   Services  Agreement
           substantially in the form annexed as Exhibit I;

      (j)  A  duly   executed  Confidentiality   and  Non-Disclosure  Agreement
           substantially in the form annexed as Exhibit J;

      (k)  Such other agreements, documents or instruments  as the parties  may
           agree are necessary or  desirable in order  to achieve the  purposes
           hereof including a Bill of Sale and Assumption of Liabilities in the
           form annexed as Exhibit K;

     SECTION 2.2   As of the  Effective Date, VideoPropulsion  will deliver  to
 GENROCO all of the following:

     (a)   In each case  where VideoPropulsion is  a party to  any agreement or
           instrument referred to in Section  2.1, a duly executed  counterpart
           of such agreement or instrument;

      (b)  A certificate  or certificates  representing all  of the outstanding
           shares of  the  common stock  of  VideoPropulsion other  than  those
           already owned by GENROCO, all as provided in Section 3.1;

      (c)  Resignations of each  person employed  by VideoPropulsion  who is an
           officer of GENROCO,  or any of  its subsidiaries  or affiliates  not
           constituting  part  of  the  Division,  immediately  prior  to   the
           Effective Date;

      (d)  Such other agreements,  documents or instruments  as the parties may
           agree are necessary or  desirable in order  to achieve the  purposes
           hereof.

                                  ARTICLE III
                                THE DISTRIBUTION

     SECTION 3.1    By the  Effective  Date, VideoPropulsion  shall  issue  and
 deliver to GENROCO  a certificate or  certificates registered in  the name  of
 GENROCO  representing  that  number   of  shares  of   the  common  stock   of
 VideoPropulsion which, when  taken together with  the shares  of common  stock
 already owned  by  GENROCO, will  result  in  GENROCO owning,  of  record  and
 beneficially, all  of the  issued and  outstanding shares  of  VideoPropulsion
 common  stock and a number such  that GENROCO  shall own one (1) share of  the
 common stock of VideoPropulsion for each one (1) share of the common stock  of
 GENROCO issued and outstanding (the "Distribution  Ratio") on the Record  Date
 for the Distribution (the "Record Date").   Each share of the common stock  of
 VideoPropulsion shall be validly issued, fully paid, nonassessable and free of
 preemptive rights, except  for statutory liability  under Wis. Stats.  Section
 180.0622(2)(b).   References  to  Wis.  Stats.  Section  180.0622(2)(b)  shall
 include  authoritative   judicial   interpretations  thereof   (and   of   the
 substantially  identical  predecessor  statute,   Section  180.40(6)  of   the
 Wisconsin Business Corporation Law, in effect prior to January 1, 1991).

     SECTION 3.2    Nothing contained  in  Section  3.1 or  elsewhere  in  this
 Agreement, including the  Schedules, Exhibits,  and Annexes  hereto, shall  be
 construed to limit or alter the authority of the Board of Directors of GENROCO
 to declare or refrain from declaring the Distribution, fixing or changing  the
 Record Date, fixing or changing the Effective Date, or fixing or changing  all
 the appropriate procedures in connection with the Distribution, including  the
 Distribution Ratio, and no rights shall  have been created hereunder in  favor
 of any person, whether or not  a party to this  Agreement, in respect of  this
 Distribution.  In the  event the Board of  Directors of GENROCO refrains  from
 declaring the  Distribution, GENROCO  will be  responsible  for any  costs  or
 expenses incurred  by  GENROCO  or  VideoPropulsion  in  connection  with  the
 Distribution.

                                   ARTICLE IV
                                 OTHER MATTERS

     SECTION 4.1    In  addition to  the  specific  agreements,  documents  and
 instruments of transfer and assumption annexed to this Agreement as  Exhibits,
 GENROCO and VideoPropulsion agree  to execute or cause  to be executed by  the
 appropriate parties  and  deliver,  as  appropriate,  such  other  agreements,
 instruments and other documents as may  be necessary or desirable in order  to
 effect the purposes of this Agreement.

     SECTION 4.2  GENROCO does not,  in this Agreement or any other  agreement,
 instrument or document contemplated by this Agreement, make any representation
 as to, warranty of or covenant with respect to:

      (a)  the value  of  any asset  or  thing of  value  to be transferred  to
           VideoPropulsion;

      (b)  the freedom from  encumbrance of any  asset or thing  of value to be
           transferred to VideoPropulsion;

      (c)  the absence of defenses or freedom from  counterclaims with  respect
           to any claim,  including accounts  receivable, to  be transferred to
           VideoPropulsion; or

      (d)  the legal  sufficiency  of  any assignment,  document  or instrument
           delivered hereunder to convey title to  any asset or thing of  value
           upon its execution, delivery and filing.

     All assets to be transferred to  VideoPropulsion shall be transferred  "AS
 IS, WHERE IS" and VideoPropulsion shall bear the economic, legal or other risk
 that any conveyance shall prove to be insufficient to vest in  VideoPropulsion
 good and marketable title, free and clear of any lien, claim, equity or  other
 encumbrance.

     SECTION 4.3  Each of GENROCO and VideoPropulsion will execute and  deliver
 such further instruments of conveyance, transfer and assignment and will  take
 such other actions as either  of them may reasonably  request of the other  in
 order to effectuate the purposes of this Agreement and to carry out the  terms
 hereof.  At the request of VideoPropulsion and without further  consideration,
 GENROCO will execute and deliver to VideoPropulsion such other instruments  of
 transfer, conveyance, assignment, substitution and confirmation and take  such
 action as VideoPropulsion may reasonably deem necessary or desirable in  order
 more effectively  to  transfer,  convey and  assign  to  VideoPropulsion  and,
 subject to the provisions of Section  4.2, confirm VideoPropulsion's title  to
 all of  the  assets, rights  and  other things  of  value contemplated  to  be
 transferred to VideoPropulsion hereunder,  to place VideoPropulsion in  actual
 possession and  operating control  thereof and  to permit  VideoPropulsion  to
 exercise all  rights  with  respect thereto  (including,  without  limitation,
 rights under contracts and other arrangements  as to which the consent of  any
 third party to the transfer thereof shall not have previously been  obtained).
 At the request of GENROCO  and without further consideration,  VideoPropulsion
 will execute and deliver to  GENROCO all instruments, assumptions,  novations,
 undertakings, substitutions or other documents and  take such other action  as
 GENROCO  may  reasonably  deem  necessary  or  desirable  in  order  to   have
 VideoPropulsion fully and unconditionally assume and discharge the liabilities
 contemplated to  be assumed  by VideoPropulsion  under this  Agreement or  any
 document in connection  herewith and to  relieve GENROCO of  any liability  or
 obligation with  respect  thereto and  evidence  the same  to  third  parties.
 Neither GENROCO nor VideoPropulsion shall be obligated, in connection with the
 foregoing, to  expend  money  other than  reasonable  out-of-pocket  expenses,
 attorneys' fees and recording or similar fees.

     GENROCO and VideoPropulsion  will use their  reasonable efforts to  obtain
 any consent, substitution, approval or amendment required to novate or  assign
 all agreements, leases,  licenses and other  rights of  any nature  whatsoever
 relating to the assets, rights and  other things of value to  VideoPropulsion;
 provided, however, that neither GENROCO nor VideoPropulsion shall be obligated
 to pay any consideration  therefor (except for filing  fees and other  similar
 charges) to the third party from whom such consents, approvals,  substitutions
 and amendments are  requested.   If GENROCO  or VideoPropulsion  is unable  to
 obtain any such required consent, approval, substitution or amendment, GENROCO
 shall continue to  be bound  by such  agreements, leases,  licenses and  other
 rights and, unless not permitted by law or the terms thereof,  VideoPropulsion
 shall, as agent for  GENROCO or as subcontractor,  pay, perform and  discharge
 fully all the obligations of GENROCO  thereunder from and after the  Effective
 Date and indemnify  and hold  harmless GENROCO  from and  against all  losses,
 claims, damages,  liabilities and  expenses whatsoever  arising out  of or  in
 connection with VideoPropulsion's performance of, or omission to perform,  its
 obligations thereunder.    VideoPropulsion  will not  be  responsible  for  or
 indemnify  GENROCO  for  any   claims,  damages,  liabilities,  and   expenses
 whatsoever arising out  of or  in connection  with GENROCO  performance of  or
 omissions to perform any of its  remaining obligations under such  agreements,
 leases, licenses and  other rights thereof.   GENROCO  shall, without  further
 consideration, pay, transfer or remit, as the case may be, to  VideoPropulsion
 promptly all money, rights and other consideration received in respect of such
 performance.  GENROCO  shall exercise its  rights and options  under all  such
 agreements, leases, licenses and other rights  and obligations referred to  in
 this Section  4.3  only  as reasonably  directed  by  VideoPropulsion  and  at
 VideoPropulsion's expense.  If and when any such consent shall be obtained  or
 such  agreement,  lease,  license  or  other  rights  shall  otherwise  become
 assignable or able to be novated, GENROCO shall promptly assign all its rights
 and obligations  thereunder  to  VideoPropulsion without  payment  of  further
 consideration and VideoPropulsion  shall, without the  payment of any  further
 consideration, assume such  rights and obligations.   To the  extent that  the
 assignment of any contract  or agreement or the  proceeds thereof pursuant  to
 this Section  4.3 is  prohibited by  law, the  assignment provisions  of  this
 paragraph shall  operate  to  create a  subcontract  with  VideoPropulsion  to
 perform each relevant, unassignable contract or agreement, and the subcontract
 price paid to VideoPropulsion  shall be equal to  the money, rights and  other
 consideration  received  by  GENROCO  with  respect  to  the  performance   by
 VideoPropulsion under such subcontract.

     SECTION 4.4  VideoPropulsion and GENROCO  agree to cooperate to  determine
 the amount of sales, transfer or  other similar taxes or fees (including,  but
 not limited  to, all  patent, copyright  transfer  taxes and  recording  fees)
 payable in connection  with the transactions  contemplated by this  Agreement.
 GENROCO and VideoPropulsion agree to file promptly and timely returns for such
 taxes with the  appropriate taxing authorities  and remit  payment thereof  in
 accordance with the terms of the Tax Agreement.

     SECTION 4.5  VideoPropulsion shall authorize  the execution and cause  the
 authorized officers of  VideoPropulsion to  execute all  documents, notes  and
 undertakings and  to do  such other  things required  in connection  with  the
 irrevocable  and  unconditional  assumption  by  VideoPropulsion  without  any
 recourse whatsoever to GENROCO  of all obligations of  GENROCO related to  the
 Division including the assumption of any  debt outstanding thereunder and  the
 novation thereof.

     SECTION 4.6  VideoPropulsion shall, in  addition to its obligations  under
 the Tax  Agreement, cooperate  with  GENROCO and  tax  counsel to  GENROCO  in
 obtaining an opinion from the tax counsel to the effect that the  Distribution
 will be  tax  free to  GENROCO  and GENROCO  shareholders.   In  that  regard,
 VideoPropulsion agrees that it will authorize, cause to be executed and comply
 with any  and  all undertakings,  representations  or agreements  required  in
 connection with obtaining tax counsel's opinion.

     SECTION  4.7    GENROCO  and  VideoPropulsion  agree  that  the   expenses
 associated with  preparation of  this  Agreement, the  transfers  contemplated
 hereunder,  matters  related  to  the  organization  of  VideoPropulsion,  the
 Distribution and related employment matters shall be borne by GENROCO.

                                   ARTICLE V
                                 MISCELLANEOUS

     SECTION 5.1  This Agreement, including the Schedules, Annexes and Exhibits
 hereto, any related agreements and the agreements and other documents referred
 to  herein,  shall  constitute  the  entire  Agreement  between  GENROCO   and
 VideoPropulsion with respect to the subject matter hereof and shall  supersede
 all previous  negotiations,  commitments and  writings  with respect  to  such
 subject matter.

     SECTION 5.2  This Agreement shall  be governed and construed and  enforced
 in accordance with  the internal  laws of  the State  of Wisconsin  as to  all
 matters, including  without  limitation, matters  of  validity,  construction,
 effect, performance and remedies.

     SECTION 5.3  This Agreement may be amended, modified or supplemented  only
 by a written agreement of the parties.

     SECTION 5.4  This Agreement and all the provisions hereof shall be binding
 upon and inure to the benefit  of the parties and their respective  successors
 and permitted  assigns, but  neither this  Agreement nor  any of  the  rights,
 interests or obligations hereunder shall be  assigned by either party  without
 the prior written consent of the other party.

     SECTION 5.5  This Agreement is solely  for the benefit of the parties  and
 is not intended to  confer upon any  person except the  parties any rights  or
 remedies hereunder.  There are no third party beneficiaries to this Agreement.

     SECTION 5.6   This Agreement, and  any other agreement  to be executed  in
 connection herewith, may  be executed  in two  or more  counterparts, each  of
 which shall be deemed an original, but all of which together shall  constitute
 one and the same instrument.

     SECTION 5.7  In the event of conflict between this Agreement and any other
 agreement executed  in  connection  herewith, the  provisions  of  such  other
 agreement, including  the  Schedules,  Annexes,  and  Exhibits  hereto,  shall
 prevail.

     SECTION 5.8  If any section,  paragraph or provision of this Agreement  is
 for any reason determined to be  invalid or unenforceable, such  determination
 shall not  affect  the  validity  or  enforceability  of  any  other  section,
 paragraph or provision hereof.

     IN WITNESS WHEREOF the parties have  caused this Agreement to be  executed
 by their duly authorized officers this ---- day of -------, 2000.

 GENROCO, INC.                          VIDEOPROPULSION, INC.

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