CONFIDENTIALITY AND
                          NONDISCLOSURE AGREEMENT

     This 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 as a  functional unit  thereof
(the "Division"), of GENROCO until the Effective Date when it was spun off as  a
separate and independent company, VideoPropulsion (the "Spin-off");

     WHEREAS, GENROCO  and  the  Division  (and  now  VideoPropulsion)  are  the
respective proprietary owners of  confidential information concerning  technical
and other confidential data (the "Proprietary Information");

     WHEREAS, GENROCO and VideoPropulsion  consider the Proprietary  Information
to be valuable, confidential and not otherwise available for disclosure;

     WHEREAS, GENROCO and VideoPropulsion  have entered into certain  agreements
to govern their relationship after the Spin-off (the "Spin-off Agreements")  and
the Spin-off Agreements will require  that GENROCO and VideoPropulsion  disclose
information to one  another which one  or the other  safeguards as  confidential
(the "Spin-off Confidential Information"); and

     WHEREAS, prior to the Spin-off  certain of GENROCO's and  VideoPropulsion's
employees were privy  to information regarding  GENROCO's and  VideoPropulsion's
business operations which one or the other regards as confidential (the "General
Confidential Information").

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

1.   PROPRIETARY INFORMATION

     VideoPropulsion and GENROCO agree to  treat the Proprietary Information  as
confidential and acknowledge that an equivalent of a fiduciary and  confidential
relationship between GENROCO and VideoPropulsion is  established as a result  of
each party providing any Proprietary Information to the other party.

     VideoPropulsion and GENROCO agree  to disclose the Proprietary  Information
of the  other only  to such  employee(s), representatives,  advisers,  officers,
directors and agents as necessary and only if such persons agree to respect  the
fiduciary and  confidential relationship  between GENROCO  and  VideoPropulsion.
VideoPropulsion  or   GENROCO   or   any  of   their   respective   employee(s),
representatives, advisers, officers, directors and agents shall not make any use
or disclosure of the  Proprietary Information to any  other third party  without
the owner's prior written consent.

     GENROCO  and  VideoPropulsion  shall  safeguard  all  General  Confidential
Information possessed by either  of their employee(s)  from disclosure to  third
parties in the same manner that either GENROCO or VideoPropulsion safeguards its
own information  of a  similar nature  and neither  GENROCO nor  VideoPropulsion
shall disclose General Confidential Information to any other person without  the
prior consent of GENROCO or VideoPropulsion, as applicable.  Such consent  shall
not be unreasonably withheld.

     GENROCO and  VideoPropulsion  shall  restrict use  and  disclosure  of  all
General Confidential Information  to employee(s), advisers  and agents having  a
need to  know  for  purposes  of  facilitating  GENROCO's  or  VideoPropulsion's
business operations.

     GENROCO and VideoPropulsion  shall, during the  period of  confidentiality,
restrict  use  and  disclosure  of  all  Spin-off  Confidential  Information  to
employee(s), advisers  and agents  having  a reasonable  need  to know  for  the
purpose of facilitating GENROCO's or VideoPropulsion's business operations.

2.   NON-CONFIDENTIAL INFORMATION.

     The provisions of Section 1 of this Agreement shall not apply to:

     (a)  information which at the time of disclosure is generally available  to
          the public in a published work; or

     (b)  information   which   after   disclosure   by   either   GENROCO    or
          VideoPropulsion  becomes  published  or  generally  available  to  the
          public, otherwise than  through any  act or  omission on  the part  of
          GENROCO or VideoPropulsion; or

     (c)  information which either  GENROCO or VideoPropulsion  can show was  in
          its possession at the  time of disclosure and  which was not  acquired
          directly or indirectly from the other either prior to, on or after the
          Effective Date; or

     (d)  information rightfully  acquired from  others who  did not  obtain  it
          under pledge of secrecy to either GENROCO or VideoPropulsion; or

     (e)  information required  to be  disclosed pursuant  to a  court,  federal
          regulatory agency, or state regulatory agency order, or required to be
          disclosed pursuant to  any federal  or state  statutory or  regulatory
          provision provided  the  party  provides the  other  party  with  five
          business days written notice of such disclosure.

3.   REMEDIES.

     In  an  effort  to  resolve  informally  and  amicably  any  claim  or  any
controversy arising out of or relating  to the interpretation or performance  of
this  Confidentiality   and  Nondisclosure   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 explicitly agreed upon),  the
matter shall be submitted  to a senior officer  of GENROCO and  VideoPropulsion,
respectively, for consideration.

     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.

     If the parties  are unable to  agree on an  alternative dispute  resolution
mechanism, either party may initiate legal proceedings to resolve such matter.

     In the event of legal proceedings,  GENROCO and VideoPropulsion agree  that
it is impossible  to measure in  money the damages  that may accrue  to a  party
hereto by  reason of  a failure  to perform  any of  the obligations  hereunder.
Therefore, in the event of any controversy concerning the rights or  obligations
under this  Confidentiality  Agreement  such  rights  or  obligations  shall  be
enforceable in a  court of equity  by a decree  of specific  performance.   Such
remedy, however,  shall be  cumulative  and non-exclusive  and  it shall  be  in
addition to any other remedy which the parties may have.

4.   MISCELLANEOUS.

     (a)  Governing Law.    This  Agreement and  the  transactions  contemplated
          -------------
hereby shall be construed in accordance  with and governed by the internal  laws
of the State of Wisconsin.

     (b)  Entire Agreement.  This Agreement, the Contribution Agreement and  the
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other Agreements  and  instruments  executed  and  delivered  pursuant  to  this
Agreement or the Contribution Agreement  constitute the entire understanding  of
the parties hereto with  respect to the subject  matter hereof, superseding  all
negotiations, prior discussions and prior agreements and understandings relating
to such subject matter; provided, however,  that the specific provisions of  any
other agreement between  the parties executed  and delivered by  the parties  in
connection with  the  closing under  the  Contribution Agreement  shall  not  be
superseded by this Agreement and  to the extent any  such other agreement is  in
conflict herewith, such specific agreement shall control.

     (c)  Parties In Interest.  Neither party may assign its rights or  delegate
          -------------------
any of its  duties under  this Agreement without  prior written  consent of  the
other.  This Agreement shall be binding upon, and shall inure to the benefit of,
the parties  hereto  and  their respective  successors  and  assigns.    Nothing
contained in this Agreement, express or implied, is intended to confer upon  any
third party any benefits, rights or remedies.

     (d)  Effectiveness.  This Agreement shall become effective at the Effective
          -------------
Date and may  be terminated by  GENROCO at any  time prior  thereto without  any
liability on GENROCO's part.

     (e)  Consolidation, Merger, Etc. Involving VideoPropulsion. VideoPropulsion
          -----------------------------------------------------
shall not consolidate with or merge into any other Person or convey, transfer or
lease all or any substantial portion of its properties and assets to any Person,
and VideoPropulsion shall  not permit 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, unless, in case VideoPropulsion
shall consolidate with or merge into another Person or convey, transfer or lease
all or any substantial portion of its  properties and assets to any Person,  the
Person formed by such consolidation or  into which VideoPropulsion is merged  or
the Person which acquires by conveyance or transfer, or which leases all or  any
substantial portion  of properties  and assets  of  VideoPropulsion shall  be  a
corporation, partnership or trust shall be organized and validly existing  under
the laws of the United States of America,  any State thereof or the District  of
Columbia and  shall  expressly assume,  by  a written  agreement,  executed  and
delivered to  GENROCO,  in form  reasonably  satisfactory to  GENROCO,  all  the
liabilities, obligations and  expenses to  be assumed  by VideoPropulsion  under
this Agreement  and the  due and  punctual performance  or observance  of  every
agreement and covenant of  this Agreement on the  part of VideoPropulsion to  be
performed or observed.

     For purposes of this Section, "Person" shall mean any individual,  corpora-
tion,  partnership,  joint  venture,   trust,  unincorporated  organization   or
government or any agency or political subdivision thereof.

     (f)  Reformation and  Severability.   If any  provision of  this  Agreement
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shall be held to be invalid, unenforceable or illegal in any jurisdiction  under
any circumstances for any  reason, (i) such provision shall  be reformed to  the
minimum extent necessary to  cause such provision to  be valid, enforceable  and
legal and preserve the original intent of the parties, or (ii) if such provision
cannot be so  reformed, such  provision shall  be severed  from this  Agreement.
Such holding shall not affect or impair the validity, enforceability or legality
of such provision in  any other jurisdiction or  under any other  circumstances.
Neither such holding nor  such reformation or severance  shall affect or  impair
the legality,  validity  or  enforceability of  any  other  provisions  of  this
Agreement to the  extent that  such other provision  is not  itself actually  in
conflict with any applicable law.

     (g)  Titles and  Headings.   All titles  and  headings have  been  inserted
          --------------------
solely for the convenience of the parties and are  not intended to be a part  of
this Agreement or to affect its meaning or interpretation.

     IN WITNESS WHEREOF,  the parties hereto  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