INSURANCE MATTERS

      This Agreement, dated as  of ------- --, 2000,  between GENROCO, INC.,  a
 Wisconsin corporation  ("GENROCO"),  and VIDEOPROPULSION,  INC.,  a  Wisconsin
 corporation ("VideoPropulsion"), shall  govern the rights  and obligations  of
 GENROCO and  VideoPropulsion with  respect to  various pre-existing  contracts
 insuring GENROCO and covering  risks associated with, or  arising out of,  the
 assets, business or operations of its video Division.

      WHEREAS, GENROCO  has transferred  to  VideoPropulsion, effective  as  of
 January 1,  2000 (the  "Effective Date"),  certain GENROCO  assets related  to
 GENROCO's video business formerly  conducted by the  Division as described  in
 the  Contribution  Agreement,  Plan   and  Agreement  of  Reorganization   and
 Distribution (the "Contribution Agreement") of even date herewith,  including,
 without limitation, the development, production, manufacture, marketing,  use,
 storage, distribution, disposal  and sale of  certain video  products (all  of
 which shall be referred to collectively as the "Division Business.")

      WHEREAS, in  certain  years  prior to  this  transfer,  GENROCO  obtained
 various policies of insurance (the "Policies"), covering, among other  things,
 risks associated with, or arising out  of, the assets, business or  operations
 of the Division.

      WHEREAS, the  Policies  may  provide  coverage  in  a  number  of  areas,
 including,  without  limitation:    automobile  liability;  comprehensive  and
 general liability; employer's liability;  fiduciary liability, directors'  and
 officers' liability  and excess  liability;  including liabilities  under  the
 owner controlled insurance program.

      WHEREAS, without relinquishing  its rights as  an owner  of, and  insured
 under, the Policies,  GENROCO now wishes  to permit  VideoPropulsion to  share
 certain of GENROCO's benefits, and VideoPropulsion wishes to assume certain of
 GENROCO's responsibilities, under the Policies.

      NOW THEREFORE, in consideration of the mutual promises contained in  this
 document, the parties agree that:

 1.   INSURANCE COVERAGE.

      1.1. GENROCO shall continue  at all times  as owner  of, and  beneficiary
 under, the  Policies,  and  this  Agreement shall  not  be  considered  as  an
 attempted assignment of the Policies or as a contract of insurance.

      1.2. The Policies which are listed on  related Exhibit 1.2 were  obtained
 by GENROCO at various times prior to the date of this Agreement and may  cover
 risks associated with, or arising out of, the Division Business.  GENROCO does
 not warrant that related Exhibit 1.2  contains or will contain an accurate  or
 complete list of  the insurance potentially  available to  cover the  Division
 Business, and states only  that it has compiled  the list to  the best of  its
 abilities based on  currently available information.   GENROCO  shall have  no
 obligation to undertake any further search  of its records, or the records  of
 any third parties, to seek additional  policies or information about  policies
 not found on the exhibit.  However, each party agrees that it will share  with
 the other any information it gathers about additional policies, and that  such
 additional policies which are found potentially to provide coverage for  risks
 associated with the Division  Business shall be subject  to the provisions  of
 this Agreement as if listed on related Exhibit 1.2 and shall be deemed  within
 the definition of Policies.

      1.3. GENROCO does not warrant that the Policies or any other policies  of
 insurance provide any  coverage to  VideoPropulsion or  GENROCO generally,  or
 with respect to any particular risk.

      1.4. With respect to  coverages after the  Effective Date, GENROCO  shall
 have no obligation to continue  in force the Policies  or any other policy  of
 insurance and may cease to continue  in force any policy of insurance  without
 notice to VideoPropulsion and GENROCO will  be entitled to receive any  refund
 of proceeds or policy  premium thereof.  After  March 1, 2000  VideoPropulsion
 shall be  solely responsible  for obtaining  and maintaining  all policies  of
 insurance covering its business and other activities after such date.

 2.   PENDING INSURED LITIGATION.

      2.1. VideoPropulsion shall compile Exhibit 2.1  which contains a list  of
 the litigation, if  any, allegedly  associated with,  or arising  out of,  the
 Division  Business   prior  to   the  date   of  this   Agreement  for   which
 VideoPropulsion believes there may be  insurance coverage under the  Policies.
 This litigation together with all threatened litigation and claims arising out
 of the Division Business shall be referred to as "Pending Insured Litigation".
 VideoPropulsion does not warrant that this exhibit will contain an accurate or
 complete list of  such litigation, and  states only that  it has compiled  and
 will compile  the  list  to the  best  of  its abilities  based  on  currently
 available  information.    Additional  litigation  and  threatened  litigation
 determined by VideoPropulsion at a later date as having been omitted from  the
 exhibit shall be subject  to this Agreement  as if listed  on the exhibit  and
 shall be deemed  included within the  definition of  litigation or  threatened
 litigation.

      2.2. With respect to Pending  Insured Litigation, VideoPropulsion  states
 to the best of its knowledge that all appropriate insurance carriers have been
 or will be  placed on notice  in a timely  fashion, as or  if required by  the
 terms of the Policies.

 3.   NEW INSURED LITIGATION.

      3.1. The parties acknowledge that after the  Effective Date there may  be
 further litigation  or  other  claims made,  filed,  commenced  or  threatened
 against VideoPropulsion or GENROCO allegedly  associated with, or arising  out
 of, the Division Business ("New Insured Litigation").

      3.2. VideoPropulsion shall notify GENROCO  of any New Insured  Litigation
 which may be covered under GENROCO's insurance policies and Mr. Keith Brue,  a
 GENROCO employee, shall be responsible for notifying any appropriate insurance
 carriers.

      3.3. Except as provided in Paragraph 3.2 above, VideoPropulsion shall  be
 solely responsible for notifying all appropriate insurance carriers  providing
 coverage to  VideoPropulsion  or for  the  activities and  operations  of  the
 Division, if any, regarding  New Insured Litigation  and all other  litigation
 and claims,  except in  cases where  the insurance  carriers have  refused  in
 writing to deal directly with  VideoPropulsion, in which case  VideoPropulsion
 shall promptly notify GENROCO.   VideoPropulsion shall  notify GENROCO of  any
 litigation and  claims  VideoPropulsion  has  submitted  to  GENROCO's  excess
 insurers.  VideoPropulsion also  shall notify GENROCO  promptly if it  appears
 that New Insured Litigation may involve the assets, business or operations  of
 GENROCO.

 4.   CASE HANDLING AND COOPERATION.

      4.1. VideoPropulsion  agrees  that  it  shall  notify,  report  to,   and
 cooperate fully  with  the insurance  carriers  and GENROCO  with  respect  to
 Pending  Insured   Litigation   and   New   Insured   Litigation   as   though
 VideoPropulsion were the named insured under the policies of insurance.

      4.2. The parties acknowledge that VideoPropulsion has been designated the
 case handler  for  all  Pending  Insured  Litigation  and,  likewise,  may  be
 designated by GENROCO  as the  case handler  for all  New Insured  Litigation,
 under the terms of the Assignment Agreement.

      4.3. GENROCO will notify the insurance  carriers issuing the Policies  of
 the terms of this Agreement and the Contribution Agreement and the  Assignment
 Agreement and  will request  that the  insurance carriers  deal directly  with
 VideoPropulsion, as  case  handler regarding  the  management of  any  Pending
 Insured Litigation and any New Insured Litigation.

      4.4. In the event that an insurance carrier shall refuse or fail to  deal
 directly with VideoPropulsion, VideoPropulsion shall continue as case  handler
 and  GENROCO   shall  provide   reasonable  support   to  VideoPropulsion   in
 communicating with the insurance carrier.

      4.5. In the event VideoPropulsion wishes to commence an action against an
 insurance carrier  for  failure  to provide  defense  or  indemnification  for
 Pending Insured Litigation or New Insured Litigation under one or more of  the
 Policies, it shall not do so without the  written consent of GENROCO.  Upon  a
 request by  VideoPropulsion,  GENROCO  may, in  its  sole  discretion,  permit
 VideoPropulsion to prosecute such an action  in the name of GENROCO, in  which
 case VideoPropulsion shall bear all expenses of the litigation and shall  hold
 GENROCO  harmless  from  any  costs  of  such  litigation,  including  without
 limitation fees, expenses, charges, awards of any type or judgments which  may
 be assessed against GENROCO.  GENROCO's consent to the prosecution of such  an
 action will not be withheld or delayed unreasonably.

 5.   PAYMENT OF COSTS AND PROCEEDS.

      5.1. To the extent that an insurance carrier pays GENROCO for all or  any
 portion of the costs of defense of, or pays all or any portion of the  amounts
 in settlement  of, or  in  satisfaction of  a  judgment for,  Pending  Insured
 Litigation or  New  Insured  Litigation, for  which  VideoPropulsion  provided
 GENROCO with  defense  and  indemnification  as  required  by  the  Assignment
 Agreement, GENROCO  shall  pay over  such  sums  in excess  of  GENROCO's  own
 reasonable expenses and costs (including attorneys'  fees) or cause such  sums
 to be paid over to  VideoPropulsion or for its  benefit within thirty days  of
 their receipt.

      5.2. If VideoPropulsion  fails  to defend  and  indemnify GENROCO  for  a
 Pending Insured Litigation matter or New Insured Litigation matter as required
 under the Assignment Agreement, GENROCO shall  have no obligation to pay  over
 to VideoPropulsion any portion of the  payments received with respect to  that
 matter from  the insurance  carriers; however,  receipt  of such  payments  by
 GENROCO shall  not relieve  VideoPropulsion of  its obligations  to defend  or
 indemnify GENROCO  to  the  extent such  proceeds  are  insufficient  to  meet
 VideoPropulsion's obligations.

      5.3. To the  extent  that a  Pending  Insured Litigation  matter  or  New
 Insured Litigation matter involves assets, businesses or operations of GENROCO
 not transferred  to  VideoPropulsion,  and  GENROCO  is  wholly  or  partially
 responsible for  the  costs  of  defense, costs  of  settlement  or  costs  of
 satisfaction of a judgment  under the Assignment  Agreement, then the  amounts
 paid by  the  insurance  carriers  with respect  to  that  matter  under  this
 Agreement will be shared by the parties in the same proportion as the  parties
 are responsible for paying such amounts under the Assignment Agreement.

      5.4. Notwithstanding  the  foregoing,  if  GENROCO  incurs  out-of-pocket
 expenses prior to the time VideoPropulsion defends and indemnifies GENROCO  as
 required under  the  Assignment Agreement  for  a Pending  Insured  Litigation
 matter or a New Insured Litigation matter, then GENROCO shall first apply  the
 payments received with respect to that  matter from the insurance carriers  to
 offset GENROCO's own reasonable expenses and costs and then shall pay over any
 balance received to VideoPropulsion.

      5.5. It  is  understood  between   the  parties  that   VideoPropulsion's
 obligation to  defend, indemnify,  save and  hold harmless  GENROCO under  the
 Assignment Agreement shall arise at a  time specified in that Agreement  which
 will often  be  prior  to  the time  insurance  proceeds  will  be  available.
 Furthermore, it  is  agreed that,  ultimately,  the  right to  a  defense  and
 indemnification under the Assignment Agreement applies  only insofar as it  is
 not  covered  by   insurance.    Therefore,   the  parties  acknowledge   that
 VideoPropulsion's obligation to  provide a defense  and indemnification  under
 the Assignment  Agreement shall  not be  delayed pending  the results  of  any
 claims made  under insurance  policies and  that GENROCO  and  VideoPropulsion
 shall account  between  themselves  at  the conclusion  of  a  matter  if  any
 financial adjustments are required due to the receipt of such proceeds.

 6.   DISPUTE RESOLUTION.

      6.1. 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  under  this  Agreement  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 notification (or  such
 longer period as may be agreed to expressly by the parties), the matter  shall
 be submitted to a senior officer of GENROCO and VideoPropulsion, respectively,
 for consideration.

      6.2. If settlement cannot be  reached through the  efforts of the  senior
 officers within an  additional 30  days, or such  longer time  period as  they
 shall agree upon, the parties shall  consider mediation, arbitration or  other
 alternative means to resolve the dispute.  If  they are unable to agree on  an
 alternative dispute  resolution mechanism,  either  party may  initiate  legal
 proceedings to resolve the matter.

 7.   NOTICES.

      7.1. All notices  and communications  required  or permitted  under  this
 Agreement shall be in writing and any communication or delivery of them  shall
 be deemed to have been duly made if actually delivered, or if mailed by  first
 class or certified  mail, postage  prepaid, or  by air  express service,  with
 charges prepaid.  Except for notices  to insurance carriers under Section  3.2
 and 3.3 and  for bills and  payments under Section  6 of  this Agreement,  all
 notices and communications shall be 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

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

 8.   AMENDMENT AND NON-WAIVER.

      8.1. This Agreement  may  not  be altered  or  amended,  nor  any  rights
 hereunder be waived, except by an instrument in writing executed by the  party
 or parties to be charged with such amendment or waiver.

      8.2. No waiver of any term, provision  or condition of this Agreement  or
 failure to  exercise any  right, power  or remedy  or failure  to enforce  any
 provision of this Agreement, in any one or more instances, shall be deemed  to
 be a further or continuing waiver of any such term, provision or condition  or
 as a waiver of any other term, provision or condition or enforcement right  of
 this Agreement or deemed to be an impairment of any right, power or remedy  or
 acquiescence to any breach.

 9.   GOVERNING LAW.

      This Agreement and the transactions it contemplates shall be construed in
 accordance with, and governed by, the internal laws of the State of Wisconsin.

 10.  ENTIRE AGREEMENT.

      This Agreement and  the Contribution Agreement  and the other  agreements
 executed and delivered thereunder constitute  the entire understanding of  the
 parties with respect  to their  subject, superseding  all negotiations,  prior
 discussions and prior agreements and  understandings relating to such  subject
 matter.

 11.  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.

 12.  REFORMATION AND SEVERABILITY.

      If any  provision  of  this  Agreement  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 a  provision  cannot  be
 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 provision of this  Agreement
 to the extent  that such other  provision is not  itself actually in  conflict
 with any applicable law.

 13.  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.

 14.  CONFLICTS

      In the  event of  conflict between  this Agreement  and the  Contribution
 Agreement  or  any  agreement,  schedule,  exhibit,  or  annex  thereto,  this
 Agreement, to the extent any part specifically covers a matter, shall control;
 provided that  any  specific matters  covered  in the  Employee  Benefits  and
 Compensation  Agreement,  dated  December  31.  1999  will  control  over  any
 conflicting provisions of this Agreement.

      IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
 by their duly authorized officers as of 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