Exhibit 10.5
------------
                TRANSITIONAL TRADEMARK USE AND LICENSE AGREEMENT

     This Agreement dated as of January 1, 2000 is made by and between  GENROCO,
INC., a Wisconsin corporation with its  principal place of business at 255  Info
Highway, Slinger,  Wisconsin  53086  ("GENROCO") and  VIDEOPROPULSION,  INC.,  a
Wisconsin corporation with its principal place of business at 251 Info  Highway,
Slinger, Wisconsin 53086 ("VideoPropulsion").

     1.   TRANSITIONAL  USE  OF  INVENTORY  MATERIALS  ON  EXISTING   INVENTORY.
GENROCO and VideoPropulsion recognize  that VideoPropulsion possesses a  certain
inventory  of  labels,  promotional  materials,  product  literature  and  other
materials produced by  GENROCO ("Inventory Materials"),  bearing the  trademark:
GENROCO, and  other trademarks  and trade  dress of  GENROCO  ("Trademarks/Trade
Dress").   GENROCO  agrees  to permit  VideoPropulsion  to  use  such  Inventory
Materials in existence as of the date  of this Agreement in connection with  the
distribution of the inventory of products produced by GENROCO and transferred to
VideoPropulsion  under  the  Contribution  Agreement,  Plan  and  Agreement   of
Reorganization and  Distribution  ("Inventory  Products")  until  the  Inventory
Materials are exhausted or until December 31, 2000, whichever occurs first.

     2.   TRANSITIONAL TRADEMARK AND TRADE NAME LICENSE.  Solely for the purpose
of enabling VideoPropulsion to inform its customers of its new identity, GENROCO
grants  to  VideoPropulsion,  for  a  period  of  ten  years,  a  royalty  free,
nontransferable,  nonexclusive  license  to  use  the  trade  name  GENROCO   in
VideoPropulsion's advertising and promotional  materials.  Such materials  shall
be subject to  GENROCO's approval, pursuant  to the provisions  of Section 6  of
this Agreement.

     3.   TRADEMARKS LICENSE.  GENROCO grants to VideoPropulsion for the term of
this Agreement, on the terms and  conditions of this Agreement, a royalty  free,
nontransferable,  nonexclusive  license  to  continue  to  sell  and  distribute
Inventory Products bearing the trademark GENROCO ("Licensed Trademarks"), and to
affix the  Licensed Trademarks  to the  products described  in Annex A  of  this
Agreement (all such products, collectively, "Licensed Products"), in  connection
with the manufacture, sale, and distribution of the Licensed Products throughout
the world.

     4.   PROPRIETARY TECHNOLOGY LICENSE.  From the date hereof, GENROCO  grants
to VideoPropulsion a ten (10) year royalty free, nontransferable,  nonexclusive,
perpetual, irrevocable, worldwide  license to use  the Licensed Assets  (defined
below) in the operation of the Division Business as defined in the  Contribution
Agreement, Plan and  Agreement of  Reorganization and  Distribution between  the
parties hereto.  For purposes hereof "Licensed Assets" shall mean the  software,
software documentation,  hardware  documentation, data  bases,  patents,  patent
applications listed on Annex  A of this Agreement  and all trade secrets,  know-
how, data,  plans, designs,  specifications, operating  methods and  procedures,
proprietary information, processes, technical knowledge and related rights  that
are owned by GENROCO and used in the operation of the Division Business.

     5.   QUALITY  STANDARDS.    VideoPropulsion   shall  distribute  and   sell
Inventory Products and shall label, distribute, and sell Licensed Products under
VideoPropulsion's own trade name.

     6.   QUALITY  CONTROL.    VideoPropulsion  shall  submit  to  GENROCO,   at
GENROCO's  request,  for  GENROCO's  inspection  and  retention,  representative
samples of Licensed Products.  VideoPropulsion shall, on reasonable notice  from
GENROCO, permit an auditor mutually satisfactory to VideoPropulsion and  GENROCO
(the  "Auditor")  to  inspect  and  audit  during  any  operational  hours   the
facilities, operations,  and procedures  of VideoPropulsion  and submit  to  the
Auditor such  relevant information  on the  sale and  distribution of  Inventory
Products and on the manufacture, sale and distribution of the Licensed Products,
as is reasonably requested  by the Auditor  on behalf of  GENROCO.  The  Auditor
shall report to VideoPropulsion and GENROCO  on the results of its  inspections,
audits and reviews.

     VideoPropulsion will also submit all advertising and promotional  materials
for the Licensed Products to GENROCO  (together with an outline of the  intended
use of the materials)  for GENROCO's written approval  before their use, and  if
GENROCO does not respond to such submission within 10 business days it shall  be
deemed to have approved such advertising and promotional materials.

     7.   NON-CONFORMING AND NON-LICENSED PRODUCTS.  VideoPropulsion agrees that
products not  meeting the  quality standards  will  not be  labeled or  used  or
offered for sale under or  with any reference to  the Licensed Trademarks.   Any
products that  are not  Licensed Products  may not  be advertised  or  otherwise
promoted directly or  indirectly by VideoPropulsion  or its  customers with  any
reference to  the  Licensed Trademarks,  or  otherwise as  meeting  any  GENROCO
approval or quality standards, whether or  not such products are similar to  any
Licensed Products.

     8.   RECORDS.   The Auditor  may on  reasonable notice  to  VideoPropulsion
examine during  normal business  hours VideoPropulsion's  books of  account  and
records covering its transactions and sales  under this Agreement.  The  Auditor
shall report to VideoPropulsion and GENROCO on the results of its examination.

     9.   LIMITATIONS.  No license  or rights under  any other trademark,  trade
name, or trade dress or any other property  right of GENROCO is granted by  this
Agreement.  VideoPropulsion has  no right to  assign, transfer, subcontract,  or
sublicense any  of  its  rights  acquired  or  obligations  assumed  under  this
Agreement.  Any other such attempted assignment, transfer or sublicense shall be
void.   No  right to  authorize  others to  use  the Trademarks/Trade  Dress  or
Licensed Trademarks to identify the Inventory  Products or Licensed Products  is
granted, except  for informational  use by  VideoPropulsion and  its  customers.
VideoPropulsion will comply with  all of GENROCO's  use requirements (which  use
requirements shall not be more stringent than those in effect for GENROCO's  own
products) of the  Licensed Trademarks as  may be provided  by written notice  to
VideoPropulsion from time  to time.   VideoPropulsion agrees  not to  use or  to
permit the  use  of  any  trade  dress or  trademarks  that  are  likely  to  be
confusingly  similar   to   the  trademarks   and   trade  dress   of   GENROCO.
VideoPropulsion will promptly notify GENROCO of  any conflicting use of or  acts
of infringement concerning  the Licensed Assets,  Trademarks/Trade Dress or  the
Licensed Trademarks and will cooperate as GENROCO reasonably may deem  advisable
to protect GENROCO's rights.

     10.  OWNERSHIP OF LICENSED ASSETS AND LICENSED TRADEMARKS.  VideoPropulsion
acknowledges that GENROCO is the owner of and has acquired substantial  goodwill
in the  Licensed  Assets, Trademarks/Trade  Dress  and Licensed  Trademarks  and
agrees that every  use thereof  in connection  with the  Inventory Products  and
Licensed Products shall inure solely to the benefit of GENROCO.  VideoPropulsion
further agrees to put any reasonable notice of such ownership that GENROCO shall
require on  Inventory  Materials,  Inventory Products,  Licensed  Products,  and
labels or  advertising  and  promotional materials  therefor.    VideoPropulsion
agrees not to dispute  or assist in disputing  directly or indirectly  GENROCO's
rights therein.

     11.  GENROCO WARRANTY.   GENROCO warrants that  it has full  power to  make
this Agreement and to  grant the rights as  provided herein and  that it has  no
actual knowledge that the  Licensed Assets or  Licensed Trademarks violates  the
valid rights  of  any third  party.   GENROCO  agrees  to indemnify  and  defend
VideoPropulsion against any claims of third parties (and to pay any damages  and
attorneys' fees awarded) based  on a breach of  the foregoing express  warranty.
The parties agree  to generally utilize  the notice and  payment provisions  and
defense of third-party claims as set forth in the General Assignment, Assumption
and Agreement Regarding Litigation, Claims and Other Liabilities, dated  January
1, 2000.

     12.  PRODUCT CLAIMS:  RESPONSIBILITY.   VideoPropulsion agrees not to  make
any claims for  or about  the Licensed  Assets, Inventory  Products or  Licensed
Products that have not been approved in advance by GENROCO.

     VideoPropulsion agrees to comply with  all laws and regulations  applicable
to the  use of  the Licensed  Assets,  the sale  and distribution  of  Inventory
Products and  the  manufacture, sale,  and  distribution of  Licensed  Products.
VideoPropulsion will defend,  indemnify and  hold GENROCO  harmless against  all
loss, expense, and  damage occasioned by  any claim, action  or recovery by  any
party (including any government agency) against  GENROCO arising out of any  use
by VideoPropulsion of the Licensed Assets, any sale, distribution, or use of the
Inventory Products or any design, manufacture, sale, distribution, or use of the
Licensed Products  both  during and  after  expiration or  termination  of  this
Agreement and  not based  upon  breach of  the  foregoing warranty  provided  by
GENROCO.  To the extent not  inconsistent with the foregoing, the parties  agree
to generally utilize  the notice and  payment provisions and  defense of  third-
party claims as set  forth in the General  Assignment, Assumption and  Agreement
Regarding Litigation, Claims and Other Liabilities dated January 1, 2000.

     13.  LICENSE TERM.  The license granted by this Agreement for the  Licensed
Assets listed on Annex A shall commence as  of the date first above written  and
shall expire ten (10) years after  the date of this Agreement.   VideoPropulsion
agrees to  notify  GENROCO  when  it  has  ceased  using  any  of  the  Licensed
Trademarks.

     14.  TERMINATION.  Either party may promptly terminate this Agreement  upon
written notice to the  other party with  cause for any  material breach of  this
Agreement by  the other  party, unless  within  a period  of thirty  days  after
written notice  the  other party  remedies  the  breach.   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, discontinues its business or has a receiver appointed for it, is
acquired or merged into or consolidated with any other corporation, or sells all
or substantially all of its assets.

     15.  POST TERMINATION/EXPIRATION RIGHTS.  Except as specified herein,  upon
expiration or termination,  all rights of  VideoPropulsion under this  Agreement
will cease and immediately revert to  GENROCO and VideoPropulsion will  promptly
deliver to GENROCO or destroy all Inventory Materials and all labels, packaging,
and promotional and  other material  in its  possession that  bear the  Licensed
Trademarks.   VideoPropulsion shall  discontinue and  use  its best  efforts  to
require its  customers  to  discontinue  forthwith  the  use  of  any  Inventory
Materials and the Licensed Trademarks (other than for products previously  sold)
and any  and  all  products, packaging,  and  advertising  using  and/or  making
reference in any  manner to  the Licensed  Trademarks (other  than for  products
previously sold).   All artwork, plates,  and other manufacturing  aids used  by
VideoPropulsion  and  incorporating  the  Licensed  Trademarks  are  to   become
GENROCO's property upon expiration or termination  and are to be disposed of  by
VideoPropulsion according to instructions from GENROCO.

     16.  SURVIVAL OF TERMS.  The obligations of the parties under paragraphs 4,
8, 9, 10,  11, 12, 13  and 14 shall  survive expiration or  termination of  this
Agreement and they shall not be relieved of any of their continuing  obligations
thereunder.

     17.  MISCELLANEOUS.  This Agreement shall  be construed in accordance  with
the internal laws of the State of Wisconsin.

     The parties  intend  to  enter  into a  license  agreement  only  and  this
Agreement shall not  in any way  be deemed to  establish any other  relationship
between them.  VideoPropulsion  agrees that it does  not have the authority  and
will not directly or indirectly contract any obligations of any kind in the name
of or chargeable against GENROCO or agents or employees of GENROCO.

     All notices  provided for  herein shall  be given  in writing  by  personal
delivery or first class mail, addressed  to the party to be notified  (Attention
CEO, in the case of GENROCO and Attention CEO in the case of VideoPropulsion) at
the address specified above for such party.

     This Agreement supersedes all prior and contemporaneous agreements  between
the parties in  connection with the  matters set forth  herein and  may only  be
amended in a writing signed by both Parties.

     IN WITNESS WHEREOF, the parties have  caused this Agreement to be  executed
as of the date first above written by their duly authorized officers.

GENROCO, INC.


                               By: -----------------------------------------
                                     Keith Brue
                                     Executive Vice President and
                                     Chief Financial Officer

                               VIDEOPROPULSION, INC.


                               By: -----------------------------------------
                                     Chris Good
                                     Executive Vice President and
                                     Chief Technical Officer


                                  ANNEX A

LICENSED TRADEMARKS

     o                   GENROCO(R)
     o                   TURBOFIBRE(R)
     o                   SOLSTOR(R)
     o                   TURBOSTOR(R)



LICENSED ASSETS - SOFTWARE

o All  driver  and  micro-code  software  now  owned  by  GENROCO  or  hereafter
  developed  and/or  acquired  by GENROCO  during  the  life  of  this  contract
  (including but not limited to the example list of software as attached  hereto
  on Annex A-1).



LICENSED  ASSETS - PATENTS

o U.S. Patent #5,420,984  covering peripheral controllers and methods for  rapid
  task switching and memory caching, issued in May of 1995.

o U.S. Patent #6,036,032 covering  high speed data buffers using virtual  first-
  in first-out registers, issued in February 0f 2000.