COMPOSITE CERTIFICATE OF SECRETARY
                                       OF
                                 GENROCO, INC.

      I, Keith Brue, do  hereby certify that I  am the duly elected,  qualified
 and  acting  Secretary  of  GENROCO,   Inc.,  a  Wisconsin  corporation   (the
 "Company"), and  as such  Secretary have  custody of  the corporate  seal  and
 records of corporate proceedings of the  Company and am authorized to  certify
 extracts therefrom.

      In my capacity as Secretary, I further certify as follows:

      1.    The copies  of the  Articles of  Incorporation  and Bylaws  of  the
 Company attached as Exhibit  A are true and  complete copies of the  Company's
 Articles of Incorporation and Bylaws as  in effect at all times since  January
 1, 1999 to and including the date hereof.

      2.    (a)  Attached hereto as Exhibit  B are true and complete copies  of
 certain resolutions duly adopted by the  Board of Directors of the Company  at
 meetings duly  called and  held on  August  13, 1999,  November 15,  1999  and
 December 22, 1999, concerning the distribution  to holders of common stock  of
 the Company (the "Distribution")  of all of the  outstanding shares of  common
 stock of the Company's subsidiary, VideoPropulsion, Inc. ("VideoPropulsion").

            (b)  Attached hereto as  Exhibit C is a  true and complete copy  of
 certain resolutions  duly  adopted by  the  Company, as  sole  shareholder  of
 VideoPropulsion, by a unanimous written consent action dated as of ------- --,
 2000.

            (c)  The  resolutions referred  to in  subparagraphs (a)-(b)  above
 have not been  modified or  rescinded; all such  resolutions are  now in  full
 force and effect; and such resolutions are all of the resolutions and  actions
 of the Board of Directors of the Company  or any committee thereof, or of  the
 Company as sole shareholder of VideoPropulsion, adopted or taken in connection
 with the Distribution and related transactions.

      3.    Each person  who,  as a  director  or  officer of  the  Company  or
 attorney-in- fact of such  director or officer, signed  any of the  following:
 (i) the  Contribution  Agreement, Plan  and  Agreement of  Reorganization  and
 Distribution,  dated  as  of  January  1,   2000,  between  the  Company   and
 VideoPropulsion (the "Contribution  Agreement"); and (ii)  any other  document
 delivered prior hereto or on the date hereof in connection with  Distribution,
 the  other  transactions  contemplated  by  the  Contribution  Agreement,  the
 resolutions referred to in paragraph 2 hereof was, at the respective times  of
 such signing and delivery and, as to documents dated the date hereof, is  now,
 duly elected or appointed, qualified and acting as such director or officer or
 duly appointed and acting as such attorney-in-fact, and was duly authorized to
 take the  actions evidenced  by such  signature, and  the signatures  of  such
 persons appearing on such documents are their genuine signatures.

      4.    The Contribution  Agreement,  and  each other  agreement  or  other
 document executed and delivered  on behalf of the  Company in connection  with
 the Distribution  and  related  transactions, is  substantially  in  the  form
 authorized or approved by or pursuant to the resolutions and actions  referred
 to in paragraph 2 hereof.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
 seal of GENROCO, Inc. as of this ---- day of -------, 2000.

                              ------------------------------------
                              Keith Brue, Secretary

      The undersigned, being  the Chairman of  the Company,  do hereby  certify
 that Keith Brue  is the duly  elected, qualified and  acting Secretary of  the
 Company and that the above signature is his genuine signature.

                              ------------------------------------
                              Carl A. Pick, Chairman