EXHIBIT 10.6
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                  INTERIM ADMINISTRATIVE SERVICES AGREEMENT

     This Interim Administrative Services  Agreement ("Agreement"), dated as  of
January 1,  2000  (the "Effective  Date"),  is  made between  GENROCO,  INC.,  a
Wisconsin corporation ("GENROCO"),  with offices at  255 Info Highway,  Slinger,
Wisconsin  53086,   and   VideoPropulsion,   Inc.,   a   Wisconsin   corporation
("VideoPropulsion"), with offices at 251 Info Highway, Slinger, Wisconsin 53086.

     WHEREAS, the video  Division was a  division of  GENROCO (the  "Division"),
until the Effective Date when it  was contributed to a separate and  independent
company, VideoPropulsion (the "Contribution");

     WHEREAS, VideoPropulsion  acquired  the business  of  the Division  in  the
Contribution, and will be in the business of research, development,  manufacture
and sale of various video related products as a separate company;

     WHEREAS, prior to the Spin-Off, GENROCO provided certain administrative and
manufacturing services to support the Division's operations;

     WHEREAS,  VideoPropulsion  intends  to  provide  such  administrative   and
manufacturing support services for  its operations, without GENROCO  assistance,
as soon as it is reasonably feasible to do so;

     WHEREAS, VideoPropulsion desires and GENROCO is willing to provide  certain
administrative and  manufacturing  support  services  (as  herein  defined)  for
VideoPropulsion's operations  for certain  specified interim  periods after  the
Spin-off solely for purposes  of permitting VideoPropulsion  to make an  orderly
transition to independent status as soon as reasonably feasible.

     NOW THEREFORE,  in consideration  of the  promises  set forth  herein,  the
parties do hereby agree as follows:

     1.   ADMINISTRATIVE AND  MANUFACTURING SUPPORT  SERVICES.   Subject to  the
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terms and conditions provided herein, GENROCO shall provide VideoPropulsion with
General  Administrative  Services   (hereafter  referred   to  collectively   as
"Services" and individually as a "Service") on an interim basis, consisting of:

          A.   General Administrative Services which shall consist of:

          (i)    "Financial Services"  which shall mean  the general  accounting
                 services previously  provided by GENROCO  to the Division,  and
                 shall consist  of general  ledger use  and reporting  services,
                 cost  accounting services,  receivable and  payable  processing
                 services, the computation of gross payroll services for  hourly
                 workers  of VideoPropulsion  and property  accounting  services
                 for VideoPropulsion.  Financial Services shall not include  any
                 services  by GENROCO  relating  to treasury,  tax,  shareholder
                 relations,  legal, salaried  payroll and  hourly payroll  check
                 preparation, credit or collection procedure functions.

          (ii)   "Human  Resources   Services"  which  shall   mean  the   human
                 resources  services  previously  provided  by  GENROCO  to  the
                 Division and  shall consist of  employment services,  personnel
                 administrative  (salaried and  hourly) services,  benefits  and
                 claims  processing services,  and medical  reporting  services.
                 Human Resources  Services shall not  include services  relating
                 to corporate  training and development  and mail and  messenger
                 department functions.

          (iii)  "Information   Systems   Services"  which   shall   mean   data
                 processing,  communications  and  maintenance  of  records  and
                 files,  arising  from  centralized  data  processing  and  file
                 storage operations,  as previously provided  by GENROCO to  the
                 Division and shall consist of accounting system services,  cost
                 accounting system services, E-Mail system services, EDI  system
                 services,  engineering  system  services,  order  entry  system
                 services,  purchasing system  services, time  system  services,
                 payroll  (hourly)   system  services,  human  resource   system
                 services, PERMAC system services, and records and files  system
                 services,  and  shall   also  include  the  use  of   hardware,
                 furniture and fixtures associated with the foregoing services.

     2.   AGREEMENT PRINCIPLES AND GUIDELINES.   By this Agreement, GENROCO  and
          ------------------------------------
VideoPropulsion seek to implement the general principle that with the exceptions
noted  herein  or  in  the  Contribution   Agreement,  Plan  and  Agreement   of
Reorganization and  Distribution including  any Schedules,  Exhibits or  Annexes
thereto ("Contribution Documents"), GENROCO will provide Services on an  interim
basis similar  to those  previously offered  to  the Division  while it  is  not
reasonably feasible for VideoPropulsion  to independently provide such  Services
itself.  Except as specifically provided in the Contribution Documents,  GENROCO
does  not  agree,  promise  or  covenant  to  provide  any  other  services   to
VideoPropulsion.  GENROCO will continue to offer Services in the same or similar
magnitude as previously offered to the  Division and by this Agreement does  not
promise, covenant, or agree to provide a greater level or magnitude of Services.
VideoPropulsion  acknowledges  and  covenants  to  use  reasonable  efforts   to
independently provide such Services for itself  as soon as reasonably  feasible.
If reasonably feasible, VideoPropulsion will  provide such Services for  itself,
prior  to  the  term   limits  set  forth  in   Section 4  of  this   Agreement.
VideoPropulsion hereby acknowledges that the requirement for VideoPropulsion  to
use reasonable  efforts  to  independently provide  such  Services  as  soon  as
reasonably feasible is a  material element and condition  to this Agreement  and
that failure to fully comply with such provision will give rise to, among  other
provisions, the  termination  rights  set  forth  in  Paragraph  19(e)  of  this
Agreement.  Nothing  in this Agreement  shall be construed  to cause GENROCO  to
become a service  bureau or to  perform a Service  which it  cannot provide  (i)
without conflict with a third-party contract to which GENROCO is a party or (ii)
a breach of any third- party contract to which GENROCO is a party.  In no  event
will GENROCO be responsible for any damages if it is unable to offer or continue
to provide a Service to VideoPropulsion pursuant to this paragraph.

     3.   FEES AND ADDITIONAL CHARGES.   VideoPropulsion agrees  to pay for  the
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Services received hereunder as follows:

          For all  the  functions referenced  in  Section 1  above,  except  for
Information  Systems  Services  which  are  discussed  separately,  GENROCO  and
VideoPropulsion agree the following per hour fee structure shall apply:

            Level                  Billing Rate per Hour
            -----                  ---------------------
          Class I                       $ 80.00
          Class II                      $ 50.00
          Class III                     $ 20.00

     In the event that  VideoPropulsion provides like  services to GENROCO,  the
above fee structure shall apply.

          Exhibit 3 attached hereto sets forth a  list of the Class I, Class  II
or Class  III category  classification for  GENROCO  employees who  may  provide
Services.   The  classification  and  the  employees  may  change  at  GENROCO's
discretion and  notice thereof  will be  provided to  VideoPropulsion.   GENROCO
agrees to bill VideoPropulsion for the Services on a monthly basis.

          GENROCO will provide certain financial, Human resource and Information
Systems Services  (including use  of the  hardware  and furniture  and  fixtures
associated with these  services) to VideoPropulsion  at the rate  of $5,000  per
month.

          Upon VideoPropulsion's request, upgrades (hardware and/or software) to
existing GENROCO's systems during the applicable Service Periods described below
(including any extension, if any), that  benefit VideoPropulsion in any form  or
manner, may be undertaken in GENROCO's  sole discretion, and the costs  thereof,
will be  billed  to  VideoPropulsion  (including  all  costs  of  installing  or
implementing all upgrades).  GENROCO can make upgrades (hardware or software) to
its existing systems, in its sole  discretion, and may bill VideoPropulsion  for
its proportionate share of the costs of the upgrades appropriately allocable  to
VideoPropulsion (considering, among other  factors, use and  the period of  time
VideoPropulsion  could   utilize  the   upgrades)  provided   GENROCO   provides
VideoPropulsion with 10 days notice of the event on an upgrade.

          (A)  ADDITIONAL CHARGES.  In addition to the charges set forth  above,
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VideoPropulsion agrees  to  pay  for  any  manufacturers,  sales,  use,  excise,
personal property,  or any  other tax  or charge,  or duty  or assessment  cost,
expense, or fee  attributable to  the execution  or performance  of any  Service
pursuant to this Agreement, except (i) any income, franchise, doing business  or
similar taxes levied or assessed on or based on GENROCO' s income, capital stock
or other similar base,  and (ii) employment taxes  with respect to employees  of
GENROCO (including,  but not  limited to,  unemployment taxes,  social  security
taxes and income tax withholdings).  VideoPropulsion also agrees to pay any fee,
expense, or charge associated with obtaining consents from any party other  than
GENROCO to utilize software  or other contracts necessary  to offer any  Service
under this Agreement.  VideoPropulsion also agrees to reimburse GENROCO for  its
reasonable out-of-pocket  expenses directly  attributable  to the  provision  of
Services hereunder.

          (B)  TERMS OF PAYMENT.   VideoPropulsion shall  pay the  fees and  any
               -----------------
additional charges owed  within thirty (30)  days of  invoice.   VideoPropulsion
shall also pay any  collection fees and reasonable  attorneys' fees incurred  by
GENROCO in  collecting  payment of  the  charges  and other  amounts  for  which
VideoPropulsion is  liable under  the terms  and conditions  of this  Agreement.
Without limiting the foregoing,  if VideoPropulsion is more  then two months  in
arrears on any  payment, GENROCO may  terminate this Agreement  pursuant to  the
provisions of Paragraph 19(e).

     4.   TERM.  This Agreement shall be effective upon January 1, 2000 or  such
          ----
other date as agreed  upon by the  parties ("Effective Date").   Subject to  the
requirement set  forth in  Section 2  that VideoPropulsion  must use  reasonable
efforts to independently  provide such  Services when  reasonably feasible,  the
respective periods during which GENROCO shall  perform the Services (a  "Service
Period") offered pursuant to this Agreement shall be as follows:

                                                    Term of Services
      General Administrative Services                 (In Months)
      -------------------------------               ----------------
          Financial Services
          - General Ledger Use/Reporting                   24
          - Cost Accounting                                24
          - Receivables/Payables                           24
          - Hourly Payroll (Gross Pay
             Computation)                                  24
          - Property Accounting                            24

          Human Resources Services
          - Employment                                     24
          - Personnel Administration                       24
          - Benefits and Claims Processing                 24
          - Medical Reporting                              24

          Information Systems Services
          - Accounting                                     24
          - Cost Accounting                                24
          - E-Mail                                         24
          - Purchasing                                     24
          - Time & Attendance                              24
          - Payroll (Hourly)                               24
          - Human Resources                                24
          - Records and Files                              24


     GENROCO, at its  sole discretion, and  upon request  of VideoPropulsion  at
least 30 days prior to  termination of any Service  Period, may extend the  term
date for an additional period.  Such Services will then be offered at a rate  of
up to 125% of the billing rate in effect at such time, subject to any subsequent
adjustment pursuant to Section 3 of this Agreement.

     5.   TELEPHONE AND LAN.   Any costs in creating VideoPropulsion's telephone
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and voicemail system accrued by GENROCO, on or after the Effective Date, will be
billed to  VideoPropulsion as  part of  the  invoice for  Services.   After  the
Effective Date, VideoPropulsion will  utilize GENROCO's telephone and  voicemail
system as part of the Information Systems Services provided by GENROCO.

     GENROCO will provide data  communication links between the  VideoPropulsion
facilities and GENROCO  Information System Services  for the applicable  Service
Period.    All  third  party  network   costs  (MCI,  AT&T,  etc.)  related   to
VideoPropulsion's data  communication circuits,  traffic  and services  will  be
billed by GENROCO or  the respective third parties,  if appropriate, monthly  to
VideoPropulsion.  GENROCO  or its representatives  will be permitted  reasonable
access to any Data Communication equipment located on VideoPropulsion's property
in order to provide maintenance, repair or updates.

     All MIS equipment, including any located  at VideoPropulsion, as set  forth
on related  Exhibit  7 hereto,  will  remain  solely the  property  of  GENROCO.
GENROCO shall  remain responsible  for all  maintenance  of the  MIS  equipment,
wherever located.  GENROCO will be permitted access to any MIS equipment located
on VideoPropulsion's  property  in  order  to  provide  maintenance,  repair  or
updates, in order to remove such equipment or for any reasonable request related
to the MIS  equipment.  There  will be no  charge for GENROCO's  right to  enter
VideoPropulsion's property.   GENROCO  will  indemnify VideoPropulsion  for  any
damage or injury arising from its entrance rights, provided the damage or injury
arises from GENROCO gross negligence or willful misconduct.

     6.   PROGRAMMING.  GENROCO reserves the right to determine the  programming
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(whether hardware  or  software) used  in  fulfilling the  Services  under  this
Agreement.   All  programs  (including ideas  and  know-how  and  concepts)  now
existing or developed by GENROCO in connection with the Services are and  remain
GENROCO sole property.

     7.   EQUIPMENT.  VideoPropulsion, at its own cost, may obtain and  maintain
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such data processing, computer and communications equipment as may be  necessary
or appropriate to  facilitate the  proper use and  receipt of  the Services  set
forth  in  this   Agreement.    GENROCO   will  be  permitted   access  to   any
VideoPropulsion equipment  or  property in  order  (i) to  provide  maintenance,
repair or updates, or (ii) to remove such equipment listed on GENROCO accounting
records, if appropriate, or (iii) to  respond to any reasonable request  related
to VideoPropulsion's equipment.  There will be no charge for GENROCO's right  to
enter VideoPropulsion's property.

     8.   SYSTEMS MODIFICATION; AMENDMENT  OF SERVICES.   GENROCO,  at its  sole
          --------------------------------------------
discretion, may  modify,  amend,  enhance,  update  or  provide  an  appropriate
replacement for any of the Services offered by this Agreement, the software used
to provide the Services or any element of its systems (hardware or software)  at
any time.

     9.   INSURANCE AND BONDS.
          -------------------

          (A)  FIDELITY BONDS.    At VideoPropulsion's  request,  GENROCO  shall
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obtain, at  VideoPropulsion's  expense,  fidelity bond  coverage  for  GENROCO's
employees who provide Services hereunder.

          (B)  INSURANCE.  Throughout  the term of  this Agreement, GENROCO  may
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maintain insurance  coverage for  losses from  fire, disaster  and other  causes
contributing to  interruption  of  the  Services.   The  proceeds  of  any  such
insurance shall  be payable  to GENROCO.   Nothing  in this  Agreement shall  be
construed as to permit VideoPropulsion to receive any of such proceeds, or to be
named as an additional loss payee under any such insurance policy.

     10.  RESPONSIBILITY.
          --------------

          (A)  GENERAL.  GENROCO agrees to perform the Services in a  reasonable
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manner, which is similar  to services GENROCO provides  for its own  operations,
and assumes no other  or higher degree  of care.   In connection with  providing
Services, both parties acknowledge that it is a reasonable manner for GENROCO to
mail items or  documents to VideoPropulsion,  provided that VideoPropulsion  may
request documents or items to be  delivered via messenger, at  VideoPropulsion's
cost.   Except  as  specifically  provided  herein,  GENROCO  assumes  no  other
obligations as to performance, timing or quality of the Services provided  under
this Agreement,  all  risks  of  error  are  expressly  and  solely  assumed  by
VideoPropulsion and GENROCO shall not be  responsible for loss or damage due  to
delays in providing the Services under this Agreement.  GENROCO WILL IN NO EVENT
BE LIABLE FOR  ANY INDIRECT, INCIDENTAL,  OR CONSEQUENTIAL  DAMAGES INCURRED  BY
VIDEOPROPULSION  INCLUDING,  BUT  NOT  LIMITED  TO,  LOST  PROFITS  OR  BUSINESS
OPERATION LOSS,  REGARDLESS  OF WHETHER  GENROCO  WAS ADVISED  OF  THE  POSSIBLE
OCCURRENCE OF  SUCH  DAMAGES.    GENROCO  shall  not  be  required  to  maintain
throughout the term of this  Agreement, off-site disaster recovery  capabilities
which permit GENROCO to recover from a disaster and continue providing  Services
to VideoPropulsion within a commercially reasonable period.

          GENROCO shall use reasonable efforts  to keep the equipment  necessary
to  provide  Services  operational,  but  does  not  warrant  the  availability,
performance, capacity or capabilities of the equipment or any Service offered by
GENROCO.   Except as  specifically provided  hereunder, VideoPropulsion  remains
solely liable  and responsible  for any  damages suffered  arising from  GENROCO
performance of this Agreement.

          (B)  RELIANCE ON VIDEOPROPULSION.   In connection with the  foregoing,
               ---------------------------
VideoPropulsion agrees  that  VideoPropulsion  and its  employees  will  have  a
significant impact on the timing and quality of the performance of the  Services
offered.  GENROCO will provide those Services described in this Agreement on the
basis of information and/or instructions furnished by VideoPropulsion.   GENROCO
shall be entitled to  rely upon any such  data, information, or instructions  as
provided by VideoPropulsion.  If any error results from incorrect input supplied
by VideoPropulsion,  VideoPropulsion shall  be responsible  for discovering  and
reporting such error and supplying the  information or instructing necessary  to
correct such error to GENROCO.  GENROCO may rely upon any instrument, signature,
instruction or  telephone  call  from any  employee  of  VideoPropulsion  as  to
Services requested  under this  Agreement.   In connection  with providing  such
Services, GENROCO shall not be liable for any  action taken or omitted by it  in
good faith  and believed  to  have been  authorized  by VideoPropulsion  or  its
employees.   In  any event,  VideoPropulsion  will indemnify  and  hold  GENROCO
harmless from any cost, claim, damage, or liability (including attorneys'  fees)
whatsoever arising  out  of  such data,  information  or  instructions,  or  any
inaccuracy or  inadequacy  therein.   Except  as specifically  provided  herein,
VideoPropulsion assumes all  risk of loss,  delay, and  miscommunication in  the
transportation or transmission by electronic means of data and information  from
any terminal or remote unit.

     11.  WARRANTIES.   EXCEPT  AS  SPECIFICALLY DESCRIBED  IN  THIS  AGREEMENT,
          ----------
GENROCO DISCLAIMS  ALL OTHER  WARRANTIES, WHETHER  WRITTEN, ORAL,  EXPRESSED  OR
IMPLIED INCLUDING,  WITHOUT  LIMITING  THE  GENERALITY  OF  THE  FOREGOING,  ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

     12.  FORCE MAJEURE.   GENROCO  shall not  be liable  to VideoPropulsion  if
          -------------
GENROCO's fulfillment  or  performance  of  any  terms  or  provisions  of  this
Agreement is delayed or prevented by revolution or other civil disorders,  wars,
act of  enemies,  strikes,  electrical equipment  availability  failures,  labor
disputes, fires,  floods,  act of  God,  federal, state,  or  municipal  action,
statute, ordinance or regulation, or, without limiting the foregoing, any  other
causes not  within  its  reasonable  control,  and  which  by  the  exercise  of
reasonable diligence it  is unable to  prevent, whether of  the class of  causes
hereinbefore enumerated or not.  In  case of emergency, GENROCO may also  select
the  order,  timeliness,   or  availability   of  providing   any  Services   to
VideoPropulsion.

     13.  EMPLOYEES.     All  employees   of  GENROCO   providing  Services   to
          ---------
VideoPropulsion will continue to remain employees of GENROCO.  All employees  of
VideoPropulsion providing services to GENROCO will continue to remain  employees
of VideoPropulsion.

     14.  CONFIDENTIALITY.    Both  parties  recognize  that  the  rendering  of
          ---------------
Services will be  governed by  the Confidentiality  and Nondisclosure  Agreement
entered into  by  the  parties  in connection  with  the  Spin-Off,  except  the
confidentiality requirements of both parties will survive for one (1) year after
termination of the Services under this  Agreement, regardless of the reason  for
termination.   In  the event  of  any dispute  concerning  confidentiality,  the
parties agree to utilize the provisions of Section 17.

     15.  DISPUTE RESOLUTION PROCEDURE.
          ----------------------------

          (A)  GENERAL.  Subject to the parties respective rights under  Section
               -------
19(e), 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.  The CEOs of  GENROCO
and VideoPropulsion,  respectively, or  their  designated successor  each  shall
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  another
executive officer of GENROCO  and VideoPropulsion, respectively, for  considera-
tion.

          (B)  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.

          (C)  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.

     16.  PRECEDENCE AND  UPDATING  OF  AGREEMENT.    This  Agreement  is  being
          ----------------------------------------
executed contemporaneously  with  Contribution Documents.    To the  extent  the
Contribution Documents, or  any other document  or other  agreement executed  in
connection with the  Contribution Documents,  is in  conflict with  any term  of
provision of this  Agreement or any  Exhibit to this  Agreement, this  Agreement
will take precedence.   To the  extent this Agreement  is in  conflict with  any
Exhibit, the Exhibit will take precedence.

     17.  MISCELLANEOUS.
          -------------

          (A)  GOVERNING LAW.  This Agreement  shall be construed in  accordance
               -------------
with the internal laws of the State of Wisconsin.

          (B)  LIMITATIONS.  Nothing in this Agreement is to be construed as  an
               -----------
assignment or grant of any right, title or interest in any trademark, copyright,
design or trade dress or patent right.

          (C)  PARTIES IN INTEREST.  This Agreement may be assigned to a  parent
               -------------------
or subsidiary of a party, or to a third party acquiring substantially all of the
assets of a party, provided  that prior to such  assignment the other party  has
granted its written consent to the assignment, and further provided that neither
party may unreasonably withhold its consent to a request for assignment.  Except
as provided above, this Agreement may not be assigned to a third party.

          (D)  ENTIRE AGREEMENT.  This Agreement and the Exhibits are the entire
               ----------------
Agreement between the Parties in connection  with the matters set forth  herein.
This Agreement may only be amended in writing signed by both Parties.

          (E)  TERMINATION.
               -----------

               (i)    GENROCO  may   promptly  terminate  this  Agreement   upon
          written notice to VideoPropulsion with  cause for any material  breach
          of this Agreement by VideoPropulsion, unless within a period of thirty
          (30) days after written notice the VideoPropulsion remedies the breach
          or proposes a course of action,  reasonably acceptable to GENROCO,  to
          remedy the  breach within  a reasonable  time.   This  Agreement  will
          terminate automatically (to the extent permitted  by law at the  time)
          in the event VideoPropulsion files  a petition in bankruptcy,  becomes
          insolvent, makes  an assignment  for the  benefit of  creditors or  an
          arrangement pursuant  to  any  bankruptcy  law,  or  discontinues  its
          business or has  a receiver appointed  for it.   GENROCO, in its  sole
          discretion, may  also  terminate  this Agreement  in  the  event  that
          VideoPropulsion's ownership changes from its current ownership, namely
          ownership of the stock by the public with no single shareholder having
          more than 20% of the outstanding shares of common stock or having  the
          power to elect  a majority  of the  board of  directors, whether  such
          power  is   conferred   by  voting   power   or  by   agreement   with
          VideoPropulsion.

               In addition,  GENROCO  shall have  the  right to  terminate  this
          Agreement,  upon  90 days  notice  to  VideoPropulsion  in  the  event
          VideoPropulsion consolidates with or merges  into any other Person  or
          conveys, transfers or  leases all or  any substantial  portion of  its
          properties and assets to any Person, permits 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.  For purposes of the  above, "Person" shall mean  any
          individual,   corporation,   partnership,   joint   venture,    trust,
          unincorporated organization or government  or any agency or  political
          subdivision thereof.

               (ii)   VideoPropulsion  can  terminate at  will,  upon  90  days'
          notice.

               (iii)  Upon  any  termination  hereunder,  VideoPropulsion   will
          promptly pay any charges or  fees owed to GENROCO.   There will be  no
          cost or charge to GENROCO if it elects to terminate its Services under
          this Agreement.

          (F)  NOTICES.  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 personally 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

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

          (G)  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 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