TAX SHARING AND INDEMNIFICATION AGREEMENT

                                 By and Between

                                 GENROCO, INC.

                                      and

                             VIDEOPROPULSION, INC.

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

                               TABLE OF CONTENTS

                   TAX SHARING AND INDEMNIFICATION AGREEMENT

                                                                           Page
                                                                           ----

 ARTICLE I DEFINITIONS                                                       2
      1.1  Affiliated Group                                                  2
      1.2  GENROCO Group                                                     2
      1.3  VideoPropulsion Group                                             2
      1.4  Business of VideoPropulsion                                       2
      1.5  Code                                                              2
      1.6  Consolidated Returns                                              2
      1.7  Contribution                                                      2
      1.8  Distribution                                                      2
      1.9  Date of Distribution or Distribution Date                         2
      1.10 Expenses                                                          3
      1.11 Final Determination                                               3
      1.12 IRS                                                               3
      1.13 Party                                                             3
      1.14 Personal and Real Property Taxes                                  3
      1.15 Restructuring Taxes                                               3
      1.16 Significant Audit Issue                                           3
      1.17 Tainting Act                                                      4
      1.18 Tax Benefit                                                       4
      1.19 Tax or Taxes                                                      4
      1.20 Tax Controversy                                                   4
      1.21 Tax Item                                                          4
      1.22 Tax Returns                                                       4

 ARTICLE II LIABILITY FOR PRE-DISTRIBUTION AND OTHER TAX LIABILITIES         5
      2.1  Income Taxes                                                      5
           (a)  Current and Prior Periods                                    5
                -------------------------
           (b)  Future Periods                                               5
                --------------
      2.2  Property Taxes                                                    5
      2.3                                                                    5
      2.4  Restructuring Taxes                                               6
           (a)  Generally                                                    6
                ---------
           (b)  Indemnification for Tainting Acts                            6
                ---------------------------------

 ARTICLE III REFUNDS OF TAXES                                                7
      3.1  Refunds and Credits                                               7
      3.2  Exports                                                           7

 ARTICLE IV TAX RETURN PREPARATION                                           7
      4.1  Consolidated Returns                                              7
      4.2  Pre-Distribution Returns                                          7
      4.3  Post-Distribution Returns                                         7
      4.4  Cooperation; Exchange of Information                              8

 ARTICLE V TAX AUDITS                                                        8
      5.1  Tax Controversies                                                 8
      5.2  Cooperation                                                       8
      5.3  Record Retention                                                  8

 ARTICLE VI PAYMENTS                                                         9
      6.1  Payments in General                                               9
      6.2  Interest on Late Payments                                         9
      6.3  Character and Effect of Payments                                  9

 ARTICLE VII OTHER TAX MATTERS                                              10
      7.1                                                                   10
      7.2                                                                   10

 ARTICLE VIII ADMINISTRATIVE PROVISIONS                                     10
      8.1  Interest                                                         10
      8.2  Agency                                                           10
      8.3  Expenses                                                         10

 ARTICLE IX DISPUTE RESOLUTION                                              10
      9.1  General                                                          10
      9.2  Arbitration                                                      11
      9.3  Legal Proceedings                                                11

 ARTICLE X MISCELLANEOUS                                                    11
      10.1 Enforceability                                                   11
      10.2 Modification of Agreement                                        11
      10.3 Successors and Assigns                                           11
      10.4 Term                                                             11
      10.5 Rights Confined to Parties                                       11
      10.6 Notices                                                          12
      10.7 Effect of Headings                                               12
      10.8 Governing Law                                                    12
      10.9 Counterparts                                                     12

                   TAX SHARING AND INDEMNIFICATION AGREEMENT

     This Tax Sharing and Indemnification Agreement dated ------- --, 2000,  is
 entered  into  by   and  between  GENROCO,   INC.,  a  Wisconsin   corporation
 ("GENROCO"),   and    VIDEOPROPULSION,   INC.,    a   Wisconsin    corporation
 ("VideoPropulsion").

     WHEREAS, VideoPropulsion is a Wisconsin corporation formed on October  --,
 1999 that  recently  has acquired  the  assets and  liabilities  of  GENROCO's
 division known as the Video Division  (the "Division") pursuant to a  separate
 Contribution Agreement Plan and  Agreement of Reorganization and  Distribution
 dated ------- --, 2000 (the "Contribution Agreement"); and

     WHEREAS, GENROCO is the common parent  and VideoPropulsion is currently  a
 member of an "affiliated group",  as that term is  defined in Section 1504  of
 the Code, which now files consolidated federal income tax returns; and

     WHEREAS,   pursuant   to   the   Contribution   Agreement,   GENROCO   and
 VideoPropulsion have  agreed to  a Plan  and Agreement  of Reorganization  and
 Distribution (the  "Plan") which  provides for  the pro  rata distribution  to
 GENROCO shareholders of all of the  outstanding shares of the common stock  of
 VideoPropulsion (the "Distribution"); and

     WHEREAS, as  a consequence  of the  Distribution VideoPropulsion  will  no
 longer be a subsidiary of GENROCO and will no longer be a member of  GENROCO's
 affiliated group; and

     WHEREAS, pursuant  to  Treas.  Reg. Section  1.1502-6,  GENROCO  and  each
 subsidiary which was a  member of the GENROCO  Group (as hereinafter  defined)
 during any part  of a  consolidated return year  is severally  liable for  the
 consolidated federal income tax liability of the GENROCO group for such  year;
 and

     WHEREAS, GENROCO or VideoPropulsion might be liable for certain taxes as a
 result of the transfer of assets  and liabilities to VideoPropulsion  pursuant
 to the Contribution Agreement and the Distribution pursuant to the Plan; and

     WHEREAS, GENROCO and VideoPropulsion desire to set forth their rights  and
 obligations with respect to  foreign, federal, state and  local taxes due  for
 periods both before and after the Distribution and with respect to certain tax
 liabilities that may be asserted in connection with the Distribution.

     NOW THEREFORE, GENROCO  on behalf  of itself  and members  of the  GENROCO
 Group other than VideoPropulsion and  its subsidiary, and VideoPropulsion,  on
 behalf  of  itself  and  its  subsidiary  of  the  VideoPropulsion  Group  (as
 hereinafter defined),  in  consideration  of the  mutual  covenants  contained
 herein, agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

 For purposes of this Agreement, the following definitions shall apply:

     1.1  AFFILIATED GROUP means an affiliated group of corporations within the
 meaning of  section  1504(a)  (determined without  regard  to  the  exceptions
 contained in section 1504(b)) of the Code for the taxable period in question.

     1.2  GENROCO GROUP means, for each taxable period, the Affiliated Group of
 which GENROCO or any successor of GENROCO is the common parent.

     1.3  VIDEOPROPULSION GROUP means (i) with respect to periods prior to  the
 Date of Distribution, the Division, and (ii) with respect to periods after the
 Date of Distribution,  the Affiliated Group  of which  VideoPropulsion or  any
 successor of VideoPropulsion is the common parent.

     1.4  BUSINESS OF VIDEOPROPULSION  means the  Business of  the Division  as
 defined in  the Contribution  Agreement and  Exhibits thereto,  including  any
 capitalized interest applicable to assets of Division.

     1.5  CODE means the Internal Revenue Code of 1986, as amended from time to
 time.

     1.6  CONSOLIDATED RETURNS  means the  consolidated United  States  federal
 income tax  returns  of  the  GENROCO  Group  for  consolidated  return  years
 beginning before the  Date of Distribution  and any  consolidated or  combined
 state income tax returns of any members of the GENROCO Group for taxable years
 beginning before the Date of Distribution.

     1.7  CONTRIBUTION shall mean the transfer to VideoPropulsion by GENROCO of
 the Business of VideoPropulsion pursuant to the Contribution Agreement.

     1.8  DISTRIBUTION shall mean the distribution by  GENROCO of the stock  of
 VideoPropulsion to GENROCO shareholders pursuant to the Plan.

     1.9  DATE OF DISTRIBUTION  or DISTRIBUTION DATE  means 12:01 a.m.  Central
 Standard Time on  [May 1, 2000,  or such other  date as to  which the  parties
 hereto may agree], at which time the GENROCO Group ceases to own at least  80%
 of the vote and value  of the stock of  VideoPropulsion within the meaning  of
 Section 1504 of the Code and thus the date on which VideoPropulsion ceases  to
 be a member of the GENROCO Group.

     1.10 EXPENSES means out-of-pocket expenses  paid to third party  providers
 and shall not include any overhead or indirect costs.

     1.11 FINAL DETERMINATION means the final  resolution of liability for  any
 Tax for a taxable period (i) by IRS Form 870 or 870-AD (or any successor forms
 thereto), on the  date of  acceptance by  or on  behalf of  the IRS,  or by  a
 comparable agreement form under the laws of other jurisdictions, except that a
 Form 870 or 870-AD or comparable form that reserves the right of the  taxpayer
 to file a claim for refund and/or the right of the taxing authority to  assert
 a further deficiency shall not constitute a Final Determination, to the extent
 of the reservation; (ii) by a decision, judgment, decree, or other order by  a
 court  or  agency  of  competent  jurisdiction  which  has  become  final  and
 unappealable; (iii)  by  a closing  agreement  or offer  in  compromise  under
 Section 7121 or  7122 of the  Code or any  subsequently enacted  corresponding
 provisions of  the Code,  or comparable  agreements under  the laws  of  other
 jurisdictions; (iv) by an  allowance of a  refund or credit  in respect of  an
 overpayment of Tax, but only after the expiration of all periods during  which
 such refund may be recovered (including by way of offset) by the Tax  imposing
 jurisdiction; or  (v)  by  any  other  final  disposition  by  reason  of  the
 expiration of the applicable statutes of limitations.

     1.12 IRS means the Internal Revenue Service.

     1.13 PARTY means either of the parties to this Agreement.

     1.14 PERSONAL AND REAL PROPERTY  TAXES mean all  Taxes which are  assessed
 upon the value of real or personal  property owned, leased, rented or used  by
 any member of the GENROCO Group  or the VideoPropulsion Group, including,  but
 not limited to, real and personal property taxes, use taxes, value added taxes
 or other ad valorem taxes.

     1.15 RESTRUCTURING TAXES means any  Taxes resulting from the  Contribution
 of the Business of VideoPropulsion pursuant to the Contribution Agreement  and
 the Distribution  of  the  stock of  VideoPropulsion  pursuant  to  the  Plan,
 including, without limitation, any transfer taxes or any Tax imposed  pursuant
 to or as a result of Section 311, 355(c), 361 or 1001 of the Code.

     1.16 SIGNIFICANT AUDIT ISSUE means  an issue raised  in connection with  a
 Tax Return pertaining to the Business of VideoPropulsion if the amount of  the
 proposed increase in income attributable to  the issue for any taxable  period
 (less any proposed decrease in income attributable to the issue for any  other
 taxable period  of the  GENROCO  Group) exceeds  $25,000  or if  the  proposed
 increase in  Tax (not  including interest  or penalties)  attributable to  the
 issue for any taxable period (less  any proposed decrease in Tax  attributable
 to the issue for any  other taxable period of  the GENROCO Group) exceeds  the
 product of  $25,000  multiplied by  the  maximum statutory  marginal  rate  of
 federal income taxation imposed on corporations for such taxable period.   For
 this purpose, an issue means all Tax Items of a similar type that are proposed
 to be adjusted for the same reason.  Notwithstanding anything provided in this
 section 1.16 to the contrary, a  Significant Audit Issue shall not include  an
 issue relating to  Restructuring Taxes unless  VideoPropulsion receives a  Tax
 Benefit in years subsequent to the  Distribution as a result of such  increase
 in income.

     1.17 TAINTING ACT means (i) any breach  of any representation or  covenant
 as set  forth in  a letter  dated [----------------]  to Quarles  & Brady  LLP
 relating to  the  qualification of  the  Contribution and  Distribution  as  a
 distribution described in Section 355 of the Code given by VideoPropulsion  or
 (ii) any transaction  publicly announced  or consummated  within the  two-year
 period following the  Distribution Date that  results in  the shareholders  of
 VideoPropulsion after  the  Distribution  losing  control  of  VideoPropulsion
 within the meaning of Code section 368(c) or in VideoPropulsion ceasing to own
 and operate the Business of VideoPropulsion  (in either a taxable or  tax-free
 transaction) unless  (i)  GENROCO  consents in  writing  or  (ii)  GENROCO  is
 provided (at VideoPropulsion's expense)  with an IRS ruling  that it will  not
 cause the  Distribution to  fail to  qualify as  a distribution  described  in
 Section 355 of the Code.

     1.18 TAX BENEFIT means any Tax Item which decreases Taxes paid or payable.

     1.19 TAX OR  TAXES  means  all forms  of  taxation,  whenever  created  or
 imposed, whether  domestic  or  foreign, and  whether  imposed  by  a  nation,
 locality, municipality,  government,  state,  federation,  or  other  body  (a
 "Taxing Authority"),  and without  limiting the  generality of  the  foregoing
 shall include net  income, alternative or  add-on minimum  tax, gross  income,
 sales, use,  franchise,  gross receipts,  value  added, ad  valorem,  profits,
 license,  payroll,  withholding,  social  security,  unemployment   insurance,
 employment,  property,   transfer,   recording,  excise,   severance,   stamp,
 occupation, premium, windfall profit, custom duty, or other tax,  governmental
 fee of other like assessment or  charge of any kind whatsoever, together  with
 any related  interest, penalties  or other  additions  to tax,  or  additional
 amounts imposed by any such Taxing Authority.

     1.20 TAX CONTROVERSY means any audit, examination, dispute, suit,  action,
 litigation or other judicial  or administrative proceeding  by or against  the
 IRS or any other Taxing Authority.

     1.21 TAX ITEM means  any item of  income, gain,  loss, deduction,  credit,
 recapture of  credit or  any other  item, including,  but not  limited to,  an
 adjustment under  Code  section 481  resulting  from a  change  in  accounting
 method, which increases or decreases Taxes paid or payable.

     1.22 TAX RETURNS means all  reports, estimates, declarations of  estimated
 tax, information statements, returns or other  documents required to be  filed
 in connection  with any  Taxes,  including but  not  limited to  requests  for
 extensions of time, information statements and reports, claims for refund, and
 amended returns.

                                   ARTICLE II
            LIABILITY FOR PRE-DISTRIBUTION AND OTHER TAX LIABILITIES

     2.1  INCOME TAXES.

          (a)  Current and Prior Periods.  Except as otherwise provided in this
               -------------------------
Agreement, GENROCO shall pay, on a timely basis, all Taxes based upon income of
the GENROCO Group for the taxable year that includes the Distribution Date (the
"1999 Income Taxes") and for all periods ending prior to the Distribution Date.
GENROCO hereby assumes all such liability and shall indemnify and hold harmless
VideoPropulsion and any member  of the VideoPropulsion  Group from and  against
any share or amount of the  1999 Income Taxes and  all income taxes based  upon
income of the GENROCO Group for periods ending prior to the Distribution Date.

          (b)  Future Periods.  Except as otherwise provided in this Agreement,
               --------------
VideoPropulsion shall pay, on  a timely basis, all  Taxes based upon income  of
the VideoPropulsion Group for any period beginning after the Distribution Date,
and shall indemnify  and hold harmless  GENROCO and any  member of the  GENROCO
Group from  and  against  all  income  taxes  based  upon  the  income  of  the
VideoPropulsion Group for any period beginning after the Distribution Date.

     2.2  PROPERTY TAXES.   Personal  and Real  Property Taxes  for any  period
 after  January  1,  2000  on  property  of  the  Business  of  VideoPropulsion
 (including, but not limited to, the prorated portion of Wisconsin Personal and
 Real Property Taxes  on such property  which are based  on the  value of  such
 property on January 1, 2000) shall  be the liability of VideoPropulsion.   All
 other Personal and Real Property Taxes for any period prior to January 1, 2000
 shall be the liability of GENROCO.   VideoPropulsion shall indemnify and  hold
 harmless GENROCO and  any member  of the GENROCO  Group from  and against  all
 Personal  and   Real  Property   Taxes  on   property  of   the  Business   of
 VideoPropulsion apportioned  to  VideoPropulsion  hereunder.    GENROCO  shall
 indemnify  and  hold   harmless  VideoPropulsion   and  any   member  of   the
 VideoPropulsion Group from and  against all Personal  and Real Property  Taxes
 apportioned to GENROCO hereunder.

     2.3  Notwithstanding  any  other  provision  of  this  Agreement  to   the
 contrary, VideoPropulsion shall  pay, and  shall indemnify  and hold  harmless
 GENROCO and any member of the GENROCO Group from and against:

          (a)  Taxes attributable to a Significant Audit Issue but only to  the
 extent that (i) such Taxes are  attributable to that portion of a  Significant
 Audit Issue that  exceeds a  $25,000 increase  in income  attributable to  the
 issue for any taxable period (less any decrease in income attributable to  the
 issue for any other taxable period of the GENROCO Group) or (ii) the  increase
 in Tax (not including interest and  penalties) attributable to such issue  for
 any taxable period (less any decrease in Tax attributable to the issue for any
 other taxable period  of the  GENROCO Group)  exceeds the  product of  $25,000
 multiplied by the maximum statutory marginal  rate of federal income  taxation
 imposed on corporations for such taxable period;

          (b)  any Tax liability with respect to separate returns for  foreign,
 state or local taxes on or  measured by income filed  by GENROCO or a  GENROCO
 subsidiary with respect to  the Business of VideoPropulsion  to the extent  it
 results  in  a  Tax  Benefit  to  the  VideoPropulsion  Group  (such  as   the
 disallowance of a deduction claimed by GENROCO or a subsidiary of GENROCO in a
 year prior  to the  Distribution that  is available  to VideoPropulsion  or  a
 subsidiary of VideoPropulsion in a period after the Distribution);

          (c)  any sales, use,  property, transfer,  value added,  recordation,
 excise and similar Taxes with respect to the Business of VideoPropulsion which
 are not Restructuring Taxes and which are generated by transactions  occurring
 on or after January 1, 2000; and

          (d)  any payroll Taxes with  respect to employees of  VideoPropulsion
 or a VideoPropulsion subsidiary  or of the  Business of VideoPropulsion  which
 relate to periods after January 1, 2000.

     2.4  RESTRUCTURING TAXES.

          (a)  Generally.  Notwithstanding any other provision of this
               ---------
Agreement to the contrary, and except  as otherwise provided in section  2.3(a)
and subsection (b)  hereof, GENROCO  shall pay,  and shall  indemnify and  hold
harmless VideoPropulsion and any member of  the VideoPropulsion Group from  and
against, any and all Restructuring Taxes.

          (b)  Indemnification for Tainting Acts.  Anything in this Agreement
               ---------------------------------
to the contrary notwithstanding, VideoPropulsion shall pay, and shall indemnify
and hold harmless  GENROCO from and  against, (i) any  Restructuring Taxes  and
related Expenses,  (ii) any  liability and  related Expenses  resulting from  a
decision that  GENROCO is  liable to  GENROCO or  VideoPropulsion  shareholders
because of  a Final  Determination that  the Distribution  failed to  meet  the
requirements of Section 355 of the Code for nonrecognition of gain or loss, and
(iii) any  Taxes and  related Expenses  payable  by GENROCO  by reason  of  the
receipt of such payment, to the  extent such Restructuring Taxes, liability  to
shareholders, Taxes, or Expenses would not have been imposed but for a Tainting
Act of VideoPropulsion or any member of the VideoPropulsion Group.

                                  ARTICLE III
                                REFUNDS OF TAXES

     3.1  REFUNDS AND CREDITS.   Except as  set forth in  section 3.2,  GENROCO
 shall be entitled to retain or be paid all refunds of Tax received, whether in
 the form  of payment,  credit or  otherwise, from  any Taxing  Authority  with
 respect to any Tax Returns filed or to be filed by GENROCO.

     3.2  EXPORTS.  VideoPropulsion shall be entitled  to any refund or  credit
 of superfund excise Taxes or customs duties drawbacks received by GENROCO or a
 GENROCO Subsidiary with respect to goods exported by VideoPropulsion.

                                   ARTICLE IV
                             TAX RETURN PREPARATION

     4.1  CONSOLIDATED RETURNS.

          (a)  GENROCO shall prepare and timely file all Consolidated  Returns.
 The Consolidated Returns shall be prepared and filed by GENROCO in  compliance
 with applicable tax laws and on a basis that is consistent with any IRS ruling
 or opinion  of  tax  counsel  obtained  by  GENROCO  in  connection  with  the
 Contribution and Distribution and with the  provisions of Article VII  hereof,
 and, subject to  the foregoing, consistent  with GENROCO's prior  Consolidated
 Returns.

          (b)  VideoPropulsion  shall   be   responsible  for   preparing   all
 information relating to  the VideoPropulsion  Group necessary  for GENROCO  to
 prepare and file the Consolidated Returns.

     4.2  PRE-DISTRIBUTION RETURNS.  All Tax Returns  required to be filed  for
 periods beginning before, or  beginning and ending  on the Distribution  Date,
 shall be filed by GENROCO.

     4.3  POST-DISTRIBUTION RETURNS.   All Tax Returns  of the  VideoPropulsion
 Group for periods  beginning after the  Distribution Date  (including all  tax
 returns related to Wisconsin Personal and  Real Property Taxes on property  of
 the Business of VideoPropulsion which are based on the value of such  property
 on or after January 1,  1999) shall be filed  by VideoPropulsion, and all  Tax
 Returns of the GENROCO Group for periods beginning after the Distribution Date
 shall be filed by GENROCO.  VideoPropulsion, with the assistance of GENROCO as
 needed, shall  be responsible  for filing  all Forms  1099, if  any, due  with
 respect to  the receipt  by shareholders  of any  cash in  lieu of  fractional
 shares in the Distribution.

     4.4  COOPERATION;  EXCHANGE  OF   INFORMATION.    Each   Party  shall   be
 responsible for the  timely submission to  the other Party  of information  of
 which it has knowledge regarding any  Tax Item which may properly be  included
 in any Tax Return to be  filed by the other Party,  and shall provide any  and
 all other  information  and  documentation  (including,  but  not  by  way  of
 limitation, working papers  and schedules) reasonably  requested by the  other
 Party for  use  in connection  with  the preparation  and  filing of  any  Tax
 Returns.

                                   ARTICLE V
                                   TAX AUDITS

     5.1  TAX CONTROVERSIES.

          (a)  Except as otherwise provided in  this Article VI, GENROCO  shall
 have full responsibility  and discretion in  handling, settling or  contesting
 any  Tax  Controversy  involving  a  Tax  Return  for  which  it  has   filing
 responsibility,  and  VideoPropulsion  shall  have  full  responsibility   and
 discretion in handling, settling or contesting any Tax Controversy involving a
 Tax Return  for  which  it  has  filing  responsibility,  and  any  legal  and
 accounting  costs  incurred  in  handling,  settling  or  contesting  any  Tax
 Controversy shall  be  borne  by the  Party  having  full  responsibility  and
 discretion therefor.

          (b)  The Party  responsible for  any Tax  Controversy shall  use  all
 reasonable efforts to resist any deficiency assertions by any Taxing Authority
 regardless of which  Party is ultimately  responsible for any  such Tax  under
 this Agreement.

          (c)  GENROCO shall  notify  VideoPropulsion promptly  if  any  Taxing
 Authority proposes  an  adjustment  relating  in  whole  or  in  part  to  (i)
 Restructuring Taxes  for  which VideoPropulsion  could  be liable  to  GENROCO
 pursuant to Section 2.4 hereof or  (ii) Taxes for which VideoPropulsion  could
 be liable  to  GENROCO pursuant  to  Section 2.3  hereof  (a  "VideoPropulsion
 Indemnity Issue").

          (d)  VideoPropulsion and  its representatives,  at  VideoPropulsion's
 expense, shall be entitled to participate in (i) all conferences, meetings, or
 proceedings with  any Taxing  Authority, the  subject matter  of which  is  or
 includes a VideoPropulsion  Indemnity Issue, and  (ii) all appearances  before
 any court, the subject  matter of which  includes a VideoPropulsion  Indemnity
 Issue;  provided,  however,  that  GENROCO  shall  have  full  responsibility,
 discretion and control  of all  such conferences,  meetings, proceedings,  and
 appearances.

     5.2  COOPERATION.   GENROCO  and  VideoPropulsion  agree  to  afford  full
 cooperation to one another and to their respective representatives, if any, in
 any Tax Controversy.

     5.3  RECORD RETENTION.  The  parties agree to  retain all books,  records,
 returns, schedules, documents  and all material  papers or  relevant items  of
 information for periods prior to the Date of Distribution for the later of (i)
 seven (7)  years  or  (ii)  the  full period  of  the  applicable  statute  of
 limitations, including any extensions thereof.

                                   ARTICLE VI
                                    PAYMENTS

     6.1  PAYMENTS IN GENERAL.  Except as otherwise provided in this Agreement,
 any amount required to be paid by  one Party pursuant to this Agreement  shall
 be paid in immediately available funds  within thirty (30) days after  written
 demand therefor from the other Party given after a Final Determination of  the
 amount thereof, provided that  if any portion  of a VideoPropulsion  Indemnity
 Issue results in  both (i) an  additional liability of  GENROCO for Taxes  and
 (ii) a corresponding  Tax Benefit to  the VideoPropulsion Group  in a  taxable
 period beginning after  the Distribution Date,  then payment  with respect  to
 such portion of the VideoPropulsion Indemnity Issue shall not be due prior  to
 120 days after the close of  the taxable period in  which such Tax Benefit  is
 realized.

     6.2  INTEREST ON LATE PAYMENTS.  Any  amount payable under this  Agreement
 by one Party to another Party shall, if not paid within ten (10) business days
 after the due date  specified in this Agreement,  bear interest from such  due
 date until the date paid at the applicable Federal short term rate as  defined
 in Section 6621 of the Code in effect on the due date.

     6.3  CHARACTER AND EFFECT OF PAYMENTS.  The Parties agree that for  income
 and other Tax  purposes all  amounts paid pursuant  to this  Agreement by  one
 Party to the  other Party (other  than interest payments  pursuant to  Section
 7.2) shall be treated by the Parties as adjustments of the cash amount due  to
 VideoPropulsion under Exhibit D of the  Contribution Agreement on the Date  of
 Distribution.   All other  payments  made by  either  Party pursuant  to  this
 Agreement directly  to third  parties shall  be treated  as the  discharge  of
 liabilities incurred by such Party with  respect to transactions occurring  on
 or before the Date of Distribution.  Except as provided in section 2.4(b), if,
 notwithstanding such treatment by the Parties, any payment by either Party  is
 determined to be taxable to the other Party by any Taxing Authority, the payor
 shall also indemnify the other Party for fifty percent (50%) of the amount  of
 any Taxes and related  Expenses payable by  the other Party  by reason of  the
 receipt of such payment.  In addition, the amount of any indemnity payment due
 under this Agreement shall be computed by properly taking into account any Tax
 Benefit actually realized  by the recipient  from the payment  of the item  at
 issue.

                                  ARTICLE VII
                               OTHER TAX MATTERS

     7.1  VideoPropulsion agrees (i)  to pay on  or before March  15, 2000  any
 recurring items within the  meaning of Code section  461(h)(3) which had  been
 accrued by GENROCO at the end of its fiscal  year which ended in 1999 and  for
 which VideoPropulsion is responsible  and (ii) to pay  on or before March  15,
 1996 any other  recurring item within  the meaning of  Code section  461(h)(3)
 which has been accrued by  GENROCO on the Date  of Distribution and for  which
 VideoPropulsion is responsible.

     7.2  GENROCO shall  be entitled  to any  tax deductions  arising from  the
 exercise of stock options  on GENROCO stock  by VideoPropulsion employees  who
 were retired as of the Date  of Distribution or who continued employment  with
 VideoPropulsion after the Date of Distribution but retained options on GENROCO
 stock.

                                  ARTICLE VIII
                           ADMINISTRATIVE PROVISIONS

     8.1  INTEREST.  Except as expressly provided herein, no obligation to  pay
 or right to collect interest  or other amounts shall  arise by virtue of  this
 Agreement.

     8.2  AGENCY.  It is  understood and acknowledged  that in accordance  with
 Section 1.1502-77 of the IRS Regulations, GENROCO, as the common parent of the
 GENROCO Group, is the agent for  the GENROCO Group (including  VideoPropulsion
 and the VideoPropulsion Group  with respect to  their taxable years  beginning
 before the  Date of  Distribution) with  respect to  all matters  referred  to
 therein.

     8.3  EXPENSES.  Except as otherwise provided in this Agreement, each Party
 to this Agreement  hereby agrees  to be responsible  for all  of the  expenses
 which it may incur in carrying out its duties hereunder.

                                   ARTICLE IX
                               DISPUTE RESOLUTION

     9.1  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.

     9.2  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.

     9.3  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 X
                                 MISCELLANEOUS

     10.1 ENFORCEABILITY.  In case any one or more of the provisions  contained
 in  this  Agreement   should  be  invalid,   illegal  or  unenforceable,   the
 enforceability of the remaining provisions contained  herein shall not in  any
 way be affected or impaired thereby.

     10.2 MODIFICATION OF AGREEMENT.  No  modification, amendment or waiver  of
 any provision of this Agreement shall be effective unless the same shall be in
 writing, and signed by each of the Parties hereto and then such  modification,
 amendment or waiver shall be effective  only in the specific instance and  for
 the purpose for which given.

     10.3 SUCCESSORS AND ASSIGNS.  Except as hereinafter provided, neither this
 Agreement nor  any rights  hereunder shall  be assignable  or transferable  by
 either Party hereto,  without the  prior written  consent of  the other  Party
 hereto, except  by  operation  of  law.   Each  Party  hereby  guarantees  the
 performance of all actions, agreements and obligations provided for under this
 Agreement of each  of its subsidiaries.   Each Party  shall, upon the  written
 request of the other Party, cause any of its subsidiaries formally to  execute
 this Agreement.  This Agreement shall be binding upon, and shall inure to  the
 benefit of,  the  successors,  assigns and  persons  controlling  any  of  the
 corporations  bound  hereby  for  so  long  as  such  successors,  assigns  or
 controlling persons are a subsidiary of a Party or its successors and  assigns
 by operation of law.

     10.4 TERM.   This  Agreement  shall commence  on  the  date  of  execution
 indicated below and  shall continue  in effect  until otherwise  agreed to  in
 writing by  the  Parties  or their  successors.    Notwithstanding  any  other
 provision in this  Agreement, this Agreement  shall remain in  effect and  its
 provisions shall survive  for the full  period of all  applicable statutes  of
 limitation (giving effect to any extension, waiver or mitigation thereof).

     10.5 RIGHTS CONFINED TO PARTIES.  Nothing  expressed or implied herein  is
 intended or shall be constructed to confer upon or to give to any person, firm
 or corporation (other  than the Parties  hereto, members  of their  Affiliated
 Groups, and their successors and assigns) any right, remedy or claim under  or
 by reason of this Agreement or of any term, covenant or condition hereof.  All
 terms, covenants, conditions, promises  and agreements contained herein  shall
 be for the sole and  exclusive benefit of the  Parties hereto, the members  of
 their Affiliated Groups, and their successors and assigns.

     10.6 NOTICES.    All  demands,  notices  and  communications  under   this
 Agreement shall be in writing and shall be  deemed to have been duly given  if
 personally delivered or sent  by certified or  registered United States  Mail,
 postage prepaid, to:

          (a)  in the case of GENROCO, Inc.
               GENROCO, Inc.
               255 Info Highway
               Slinger, Wisconsin  53086
               Attention: CEO

          (b)  in the case of VideoPropulsion, Inc.
               VideoPropulsion, Inc.
               251 Info Highway
               Slinger, Wisconsin  53086
               Attention:  CEO

     10.7 EFFECT  OF  HEADINGS.    The   paragraph  headings  herein  are   for
 convenience only and shall not affect the construction hereof.

     10.8 GOVERNING LAW.  The provisions of  this Agreement and all rights  and
 obligations of the parties hereunder shall be governed by the internal laws of
 the State of Wisconsin.

     10.9 COUNTERPARTS.   This  Agreement may  be  executed in  any  number  of
 counterparts, each of which shall, when so executed, be considered an original
 and all of which, taken together, shall be considered one document.

     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