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Resignation Agreement - PARKERVISION INC - 3-31-2003

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Resignation Agreement - PARKERVISION INC - 3-31-2003 Powered By Docstoc
					10.23 RESIGNATION AGREEMENT, WAIVER AND RELEASE This Resignation Agreement, Waiver and Release ("this Agreement") is made and entered into by and between ParkerVision, Inc. and its successors and assigns (hereinafter "ParkerVision"), Jeffrey L. Parker, and Richard Sisisky and his heirs, spouse, assigns, executors, administrators and attorneys (hereinafter referred to as "Mr. Sisisky"). Mr. Sisisky has resigned voluntarily from his position as President and Chief Operating Officer for ParkerVision and from ParkerVision's board of directors, and ParkerVision, Mr. Parker and Mr. Sisisky, desiring to settle all existing or potential claims Mr. Sisisky has or may have against ParkerVision or Mr. Parker, agree to the following: 1. OBLIGATIONS OF PARKERVISION AND MR. PARKER: In consideration of Mr. Sisisky's obligations set forth below, the following benefits shall be provided to Mr. Sisisky in consideration for his obligations set forth in this Agreement: (a) ParkerVision shall continue Mr. Sisisky's compensation and benefits pursuant to sections 2.1 through 2.6 of his July 23, 1998 Employment Agreement with ParkerVision ("the 1998 Employment Agreement") as if he continued to be employed with ParkerVision through December 31, 2003 under the 1998 Employment Agreement except that (i) Mr. Sisisky will not be entitled to 30,000 of vested ParkerVision Acceleration Options to which Mr. Sisisky would have been entitled had he remained so employed, and (ii) ParkerVision's obligation to pay the premiums for continuation of Mr. Sisisky's group medical insurance through December 31, 2003 is contingent upon Mr. Sisisky's timely electing such continuation coverage upon his resignation as President and Chief Operating Officer. (b) ParkerVision and Mr. Parker waive, and release Mr. Sisisky from, all claims, rights, and causes of action, both known and unknown, in law or in equity, of any kind whatsoever that ParkerVision and/or Mr. Parker has or could have maintained against Mr. Sisisky through the date of signing this Agreement, including any claim for attorney's fees. (c) ParkerVision shall allow Mr. Sisisky until January 15, 2003 to continue to use the cellular telephone ParkerVision issued to him and to remove all of his personal belongings from ParkerVision's offices. (d) ParkerVision's directors, Jeffrey L. Parker, David Sorrells and Todd Parker, shall refrain from expressing (or causing others to express) to any

third party any derogatory or negative opinions or statements concerning Mr. Sisisky, nor shall ParkerVision issue any public corporate statement to that effect. If ParkerVision makes any public corporate statement concerning Mr. Sisisky's resigning from his positions as ParkerVision's President and Chief Operating Officer and member of its board of directors, such publication shall state in substance that Mr. Sisisky is voluntarily resigning from his position as ParkerVision's President and Chief Operating Officer and member of its board of directors, but has agreed to remain with ParkerVision as a consultant. 2. OBLIGATIONS OF MR. SISISKY: In consideration of ParkerVision's obligations set forth in this Agreement: (a) Mr. Sisisky waives, and releases ParkerVision, and its directors, officers, employees, representatives, agents and attorneys, both individually and collectively, and Mr. Parker (hereinafter collectively referred to as "the Released Parties") from, all claims, rights, and causes of action, both known and unknown, in law or in equity, of any kind whatsoever that Mr. Sisisky has or could have maintained against any of the Released Parties through the date of signing this Agreement, including any claim for attorney's fees. Without limiting the generality of the foregoing, Mr. Sisisky waives, and releases all of the Released Parties from, all claims, rights, and causes of

third party any derogatory or negative opinions or statements concerning Mr. Sisisky, nor shall ParkerVision issue any public corporate statement to that effect. If ParkerVision makes any public corporate statement concerning Mr. Sisisky's resigning from his positions as ParkerVision's President and Chief Operating Officer and member of its board of directors, such publication shall state in substance that Mr. Sisisky is voluntarily resigning from his position as ParkerVision's President and Chief Operating Officer and member of its board of directors, but has agreed to remain with ParkerVision as a consultant. 2. OBLIGATIONS OF MR. SISISKY: In consideration of ParkerVision's obligations set forth in this Agreement: (a) Mr. Sisisky waives, and releases ParkerVision, and its directors, officers, employees, representatives, agents and attorneys, both individually and collectively, and Mr. Parker (hereinafter collectively referred to as "the Released Parties") from, all claims, rights, and causes of action, both known and unknown, in law or in equity, of any kind whatsoever that Mr. Sisisky has or could have maintained against any of the Released Parties through the date of signing this Agreement, including any claim for attorney's fees. Without limiting the generality of the foregoing, Mr. Sisisky waives, and releases all of the Released Parties from, all claims, rights, and causes of action relating to or arising out of Mr. Sisisky's employment with, conditions of employment with, compensation by, or separation of employment from, ParkerVision, including, without limitation, any claims, rights, charges or causes of action arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Acts of 1866 and 1871; the Age Discrimination in Employment Act of 1967, as amended (hereinafter referred to as "the ADEA"); Executive Order Nos. 11246 and 11478; the Equal Pay Act of 1963, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Rehabilitation Act of 1973, as amended; the Florida Civil Rights Act of 1992; Florida Statutes ss.ss. 440.205 and 448.102; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act of 1993; the National Labor Relations Act of 1935, as amended; the Fair Labor Standards Act of 1938, as amended; the Occupational Safety and Health Act of 1970, as amended; and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and any other federal or state law or local ordinance, including any suit in tort (including fraud, promissory estoppel and negligence) or contract (whether oral, written or implied), or any other common law or equitable basis of action, except for any claim which may not lawfully be waived in this manner. (b) Mr. Sisisky represents that while he is not legally barred from filing a charge of discrimination, he has not filed, and does not intend to file, any charge of discrimination against any of the Released Parties with any federal, state or local agency and understands that ParkerVision has reasonably relied on his representations in this paragraph in agreeing to perform the payment obligations set 2

forth in paragraph no. 1 of this Agreement. Mr. Sisisky further waives any right to recovery based on any charge of discrimination filed by him or on his behalf. (c) Mr. Sisisky shall resign his employment with ParkerVision as President and Chief Operating Officer and from ParkerVision's board of directors effective December 20, 2002 and refrain from seeking employment with any of the Released Parties at any time in the future; provided, however, that through December 31, 2003, Mr. Sisisky shall be employed for the limited purpose of making himself available as needed as a consultant to answer any questions ParkerVision's managers or counsel may have relating to Mr. Sisisky's responsibilities while employed as President and Chief Operating Officer of ParkerVision. After December 31, 2003, Mr. Sisisky shall not be employed in any capacity for ParkerVision, and Mr. Sisisky specifically waives any claim he may have that the termination of his employment with ParkerVision is either a "Without Cause Termination" or a termination by him for "Good Reason" as those terms are defined in sections 3.5(a) and 3.5(b) of the 1998 Employment Agreement. (d) Mr. Sisisky shall refrain from expressing (or causing others to express) to any third party any derogatory or negative opinions or statements concerning ParkerVision or any of ParkerVision's managers, supervisors, representatives or employees, or concerning ParkerVision's operations. 3. NON-DISCLOSURE. Mr. Sisisky shall not disclose, either directly or indirectly, any of the terms of this Agreement, including, but not limited to, the amount of the payments set forth in paragraph 1 or that ParkerVision is paying Mr. Sisisky, to any person or organization, including, but not limited to, members of the press and

forth in paragraph no. 1 of this Agreement. Mr. Sisisky further waives any right to recovery based on any charge of discrimination filed by him or on his behalf. (c) Mr. Sisisky shall resign his employment with ParkerVision as President and Chief Operating Officer and from ParkerVision's board of directors effective December 20, 2002 and refrain from seeking employment with any of the Released Parties at any time in the future; provided, however, that through December 31, 2003, Mr. Sisisky shall be employed for the limited purpose of making himself available as needed as a consultant to answer any questions ParkerVision's managers or counsel may have relating to Mr. Sisisky's responsibilities while employed as President and Chief Operating Officer of ParkerVision. After December 31, 2003, Mr. Sisisky shall not be employed in any capacity for ParkerVision, and Mr. Sisisky specifically waives any claim he may have that the termination of his employment with ParkerVision is either a "Without Cause Termination" or a termination by him for "Good Reason" as those terms are defined in sections 3.5(a) and 3.5(b) of the 1998 Employment Agreement. (d) Mr. Sisisky shall refrain from expressing (or causing others to express) to any third party any derogatory or negative opinions or statements concerning ParkerVision or any of ParkerVision's managers, supervisors, representatives or employees, or concerning ParkerVision's operations. 3. NON-DISCLOSURE. Mr. Sisisky shall not disclose, either directly or indirectly, any of the terms of this Agreement, including, but not limited to, the amount of the payments set forth in paragraph 1 or that ParkerVision is paying Mr. Sisisky, to any person or organization, including, but not limited to, members of the press and media, present and former employees, vendors, suppliers, or other members of the public. Mr. Sisisky may only disclose those facts in a privileged context (attorney-client, accountant-client or husband-wife) with the understanding that such disclosure will remain privileged and will not be communicated to third parties. If asked about his resignation, Mr. Sisisky shall state only that he has resigned his employment with ParkerVision voluntarily and amicably to pursue other opportunities. Until December 31, 2003, he may also confirm that he is continuing with ParkerVision as a consultant. 4. CONFIDENTIALITY OF PARKERVISION INFORMATION. Mr. Sisisky recognizes that all material, including identification information, keys, computer software and hardware, files, manuals, tapes, reports, financial information, memoranda and equipment, ParkerVision has provided to Mr. Sisisky, or which was prepared within the scope of Mr. Sisisky's employment with ParkerVision, constitutes ParkerVision's property exclusively, and he represents that all such material in his custody, possession or control (or copies of such material) has either remained with or been returned to ParkerVision. Mr. Sisisky shall also continue to adhere to those provisions of the 1998 Employment Agreement with ParkerVision relating to non3

competition and confidentiality of certain ParkerVision information not generally available to the public, and sections 5.1 through 5.7 of the 1998 Employment Agreement are hereby incorporated into this Agreement by reference as if fully set forth in this Agreement and as if Mr. Sisisky's employment termination date is considered to be December 31, 2003. 5. NON-ADMISSION. Neither this Agreement, nor anything contained in it, shall be construed as an admission by any of the Released Parties of any liability, wrongdoing or unlawful conduct whatsoever. 6. SEVERABILITY. If a court of competent jurisdiction invalidates any provision of this Agreement, then all of the remaining provisions of this Agreement shall continue unabated and in full force and effect. 7. ENTIRE AGREEMENT. This Agreement, including the aforementioned provisions of the 1998 Employment Agreement incorporated into this Agreement by reference, and the Indemnification Agreement between Mr. Sisisky and ParkerVision dated September 25, 2002, and Stock Option Agreements between Mr. Sisisky and ParkerVision dated July 23, 1998, contain the entire understanding and agreement between the parties and shall not be modified or superseded except upon express written consent of the parties to this Agreement. Mr. Sisisky represents and acknowledges that in executing this Agreement, he does not rely and has not relied upon any representation or statement made by ParkerVision or its agents, representatives or attorneys or Mr. Parker which is not set forth in this Agreement.

competition and confidentiality of certain ParkerVision information not generally available to the public, and sections 5.1 through 5.7 of the 1998 Employment Agreement are hereby incorporated into this Agreement by reference as if fully set forth in this Agreement and as if Mr. Sisisky's employment termination date is considered to be December 31, 2003. 5. NON-ADMISSION. Neither this Agreement, nor anything contained in it, shall be construed as an admission by any of the Released Parties of any liability, wrongdoing or unlawful conduct whatsoever. 6. SEVERABILITY. If a court of competent jurisdiction invalidates any provision of this Agreement, then all of the remaining provisions of this Agreement shall continue unabated and in full force and effect. 7. ENTIRE AGREEMENT. This Agreement, including the aforementioned provisions of the 1998 Employment Agreement incorporated into this Agreement by reference, and the Indemnification Agreement between Mr. Sisisky and ParkerVision dated September 25, 2002, and Stock Option Agreements between Mr. Sisisky and ParkerVision dated July 23, 1998, contain the entire understanding and agreement between the parties and shall not be modified or superseded except upon express written consent of the parties to this Agreement. Mr. Sisisky represents and acknowledges that in executing this Agreement, he does not rely and has not relied upon any representation or statement made by ParkerVision or its agents, representatives or attorneys or Mr. Parker which is not set forth in this Agreement. 8. SUPERSEDES PAST AGREEMENTS. This Agreement supersedes and renders null and void any previous agreements or contracts, whether written or oral, between Mr. Sisisky, ParkerVision and Mr. Parker, except for the aforementioned provisions of the 1998 Employment Agreement and Mr. Sisisky's Indemnification and Stock Option Agreements with ParkerVision. 9. GOVERNING LAW. The laws of the State of Florida shall govern this Agreement, and any action to enforce this Agreement shall be brought in Duval County, Florida where jurisdiction and venue shall lie. 10. AGREEMENT NOT TO BE USED AS EVIDENCE. This Agreement shall not be admissible as evidence in any proceeding except one in which a party to this Agreement seeks to enforce this Agreement or alleges this Agreement has been breached. 11. In any action to enforce this Agreement, the losing party shall pay the other party its reasonable attorneys' fees and costs. 4

12. OPPORTUNITY TO CONSIDER AND CONFER. Mr. Sisisky acknowledges that he has had the opportunity to read, study, consider, and deliberate upon this Agreement. He further acknowledges and understands that he has been given a period of twenty-one (21) days in which he may, but is not required to, consider this Agreement, that after he signs it, he has seven (7) days in which to revoke it to the extent it waives any claim he may have under the ADEA. Mr. Sisisky further acknowledges that he fully understands and completely agrees with all of the terms of this Agreement and that he has been, and hereby is, specifically advised to consult with his attorney before executing this Agreement. IN WITNESS WHEREOF, and intending to be legally bound hereby, ParkerVision, Mr. Parker and Mr. Sisisky hereby execute this Resignation Agreement, Waiver and Release, consisting of five (5) pages (including this signature page) and including twelve (12) enumerated paragraphs, by signing below voluntarily and with full knowledge of the significance of all of its provisions. 5

PLEASE READ CAREFULLY. THIS RESIGNATION AGREEMENT, WAIVER AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

12. OPPORTUNITY TO CONSIDER AND CONFER. Mr. Sisisky acknowledges that he has had the opportunity to read, study, consider, and deliberate upon this Agreement. He further acknowledges and understands that he has been given a period of twenty-one (21) days in which he may, but is not required to, consider this Agreement, that after he signs it, he has seven (7) days in which to revoke it to the extent it waives any claim he may have under the ADEA. Mr. Sisisky further acknowledges that he fully understands and completely agrees with all of the terms of this Agreement and that he has been, and hereby is, specifically advised to consult with his attorney before executing this Agreement. IN WITNESS WHEREOF, and intending to be legally bound hereby, ParkerVision, Mr. Parker and Mr. Sisisky hereby execute this Resignation Agreement, Waiver and Release, consisting of five (5) pages (including this signature page) and including twelve (12) enumerated paragraphs, by signing below voluntarily and with full knowledge of the significance of all of its provisions. 5

PLEASE READ CAREFULLY. THIS RESIGNATION AGREEMENT, WAIVER AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. Sworn to and subscribed before me this 27th day of December, 2002.
/s/ Richard Sisisky ------------------Richard Sisisky

----------------------------------Notary Public, State of Florida at Large. My Commission Expires:

Executed at Jacksonville, Florida, this 27th day of December, 2002. Sworn to and subscribed before me this 9th day of January, 2003.
/s/ Jeffrey L. Parker --------------------Jeffrey L. Parker for ParkerVision, Inc. and himself

----------------------------------Notary Public, State of Florida at Large. My Commission Expires:

Executed at Jacksonville, Florida, this 9th day of January, 2003. 6

10.24 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed as of March 26, 2003, by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Leucadia National Corporation, a New York corporation, with an office at the address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares").

PLEASE READ CAREFULLY. THIS RESIGNATION AGREEMENT, WAIVER AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. Sworn to and subscribed before me this 27th day of December, 2002.
/s/ Richard Sisisky ------------------Richard Sisisky

----------------------------------Notary Public, State of Florida at Large. My Commission Expires:

Executed at Jacksonville, Florida, this 27th day of December, 2002. Sworn to and subscribed before me this 9th day of January, 2003.
/s/ Jeffrey L. Parker --------------------Jeffrey L. Parker for ParkerVision, Inc. and himself

----------------------------------Notary Public, State of Florida at Large. My Commission Expires:

Executed at Jacksonville, Florida, this 9th day of January, 2003. 6

10.24 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed as of March 26, 2003, by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Leucadia National Corporation, a New York corporation, with an office at the address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 639,387 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $2,500,000 ("Purchase Price"), that number of Shares (rounded up to the nearest whole number of shares) being equal to $2,500,000 divided by the number obtained by (a) dividing (y) the sum of the daily weighted average sale price (determined for each day by taking the daily weighted average of the sale prices of such stock for such day) of the common stock of the ISSUER for the ten consecutive trading days ending the trading day immediately prior to the date hereof, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) ten and (b) multiplying the quotient by 0.80. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER, against delivery to SUBSCRIBER by ISSUER no later than one day after the Closing Date of one or more certificates representing the Shares.

10.24 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed as of March 26, 2003, by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Leucadia National Corporation, a New York corporation, with an office at the address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 639,387 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $2,500,000 ("Purchase Price"), that number of Shares (rounded up to the nearest whole number of shares) being equal to $2,500,000 divided by the number obtained by (a) dividing (y) the sum of the daily weighted average sale price (determined for each day by taking the daily weighted average of the sale prices of such stock for such day) of the common stock of the ISSUER for the ten consecutive trading days ending the trading day immediately prior to the date hereof, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) ten and (b) multiplying the quotient by 0.80. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER, against delivery to SUBSCRIBER by ISSUER no later than one day after the Closing Date of one or more certificates representing the Shares. 2. SUBSCRIBER REPRESENTATIONS. a. TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the

Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of

Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER with respect to acquiring the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors. b. CURRENT PUBLIC INFORMATION. SUBSCRIBER acknowledges that SUBSCRIBER has been furnished with or has otherwise acquired copies of the ISSUER's Annual Report on Form 10-K for the year ended December 31, 2001, and Form 10-Q for the quarters ended March 31, 2002, June 30, 2002, and September 30, 2002, all as filed with the Securities and Exchange Commission (the "SEC") and the ISSUER's press release dated March 21, 2003 setting forth the year end results as of December 31, 2002. SUBSCRIBER further acknowledges that SUBSCRIBER has read and understands the Risk Factors set forth in Exhibit 99.1 to the ISSUER's Form 10-Q for the quarter ended September 30, 2002. c. INDEPENDENT INVESTIGATION; ACCESS. SUBSCRIBER acknowledges that, in making its decision to purchase the Shares subscribed for, it has relied on the publicly available information about the ISSUER and upon independent investigations made by it and its representatives, if any. SUBSCRIBER and such representatives, if any, prior to the sale to it of the securities offered hereby, have been given access to, and the opportunity to examine, all material books and records of the ISSUER, all material contracts and documents relating to the ISSUER and this offering and an opportunity to ask questions of, and to receive answers 2

from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now

from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of Section 7 hereof. The sale by the ISSUER of the Shares does not conflict with the certificate of incorporation or by-laws of the ISSUER, or any material contract by which the ISSUER or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the ISSUER or its property. b. PARKERVISION CAPITALIZATION. The ISSUER is authorized to issue 100,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, of which, as of the Closing Date, after giving effect to the transactions contemplated by this Agreement and the simultaneous sale of shares of common stock to Jeffrey L. Parker and his affiliates and relatives as referenced herein, 15,244,532 shares of Common Stock and no shares of preferred stock will have been issued and outstanding. c. PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER pursuant to this Subscription Agreement are duly authorized, validly issued, fully paid and non-assessable. d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable efforts: 3

(i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the

(i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the ISSUER included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the financial position of the ISSUER as of the dates thereof and the results of operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to the absence of complete notes and to normal year-end audit adjustments). Except as disclosed in the March 21, 2003 press release of the ISSUER, since September 30, 2002, there has been no material adverse change in the assets, business, condition (financial or otherwise), or results of operations, of the ISSUER. Since September 30, 2002, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER. f. GENERAL DOCUMENT REPRESENTATION. The written materials of the ISSUER previously delivered to SUBSCRIBER in connection with this 4

Subscription Agreement, at the time they were given to SUBSCRIBER, were true and accurate in all material respects. g. CONTEMPORANEOUS SALE OF COMMON STOCK. Simultaneously with and as a condition to the sale of the Shares to the SUBSCRIBER, the ISSUER, on terms which are not more favorable than the terms of the sale of Shares to Subscriber, is selling to Jeffrey L. Parker and his affiliates/relatives for a purchase price of $2,500,000 that number of shares of common stock of the ISSUER equal to $2,500,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the common stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by the Nasdaq Stock Market, Inc. by (z) five. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its

Subscription Agreement, at the time they were given to SUBSCRIBER, were true and accurate in all material respects. g. CONTEMPORANEOUS SALE OF COMMON STOCK. Simultaneously with and as a condition to the sale of the Shares to the SUBSCRIBER, the ISSUER, on terms which are not more favorable than the terms of the sale of Shares to Subscriber, is selling to Jeffrey L. Parker and his affiliates/relatives for a purchase price of $2,500,000 that number of shares of common stock of the ISSUER equal to $2,500,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the common stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by the Nasdaq Stock Market, Inc. by (z) five. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, which may result from a breach of such party's representations, warranties and covenants contained herein. 5. LEGEND. SUBSCRIBER understands that the ISSUER will instruct its transfer agent to place a stop transfer order with respect to the certificates representing the Shares and that such certificates will bear the following legend, as well as a legend describing the restriction referred to in the last sentence of Section 7(a) hereof: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Transfer of these shares is prohibited except pursuant to registration under the Securities Act or pursuant to an available exemption from registration." 6. CLOSING DATE. The date of issuance and sale of the Shares ("Closing Date") shall be on such date as may be mutually agreed to, but not later than March 31, 2003. 7. REGISTRATION RIGHT. a. REGISTRATION. The ISSUER shall file a registration statement under the Securities Act ("Registration Statement") with the Securities and Exchange Commission registering the Shares for re-offer and re-sale. The ISSUER agrees to have the Registration Statement declared effective six months after Closing Date ("Anniversary"). Once the Registration Statement is declared effective, the ISSUER shall keep the Registration Statement effective and current until all the securities registered thereunder are sold or may be sold freely in any 90 day period 5

without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the

without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such prospectus. ISSUER will promptly notify SUBSCRIBER at any time that the Registration Statement or the prospectus may not be used either due to the change of material information contained therein or the omission of material information therefrom or upon the receipt by the ISSUER of a cease and desist or stop order of the Securities and Exchange Commission. The ISSUER will use its commercially reasonably efforts to amend or supplement the Registration Statement to permit its continued use by the SUBSCRIBER. c. INDEMNIFICATION BY THE ISSUER. The ISSUER agrees to indemnify and hold harmless SUBSCRIBER, its directors and officers and each person, if any, who controls SUBSCRIBER within the meaning of the Securities Act and/or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which SUBSCRIBER or such person may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any prospectus or registration statement for the Shares or (B) in any blue sky application or other document executed by the ISSUER specifically for blue sky purposes or based upon any other written information furnished by the ISSUER or on its behalf to any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application"), or (ii) the omission or alleged omission by the ISSUER to state in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or other expenses 6

reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement.

reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement. e. PROCEDURE. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought (if such failure materially prejudices the indemnifying party), but not from any other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of 7

any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. g. EQUITABLE CONSIDERATIONS. The ISSUER and the SUBSCRIBER agree that it would not be just

any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. g. EQUITABLE CONSIDERATIONS. The ISSUER and the SUBSCRIBER agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. h. ATTORNEYS' FEES. The amount payable by a party under this Section 7 as a result of the losses, claims, damages, liabilities or expenses referred to above will be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim (including, without limitation, fees and disbursements of counsel incurred by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified party and any third party or otherwise). i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish to the ISSUER a completed and executed questionnaire provided by the ISSUER requesting information customarily sought of selling security holders. 8. PREEMPTIVE RIGHT. So long as SUBSCRIBER and its affiliates beneficially own at least 20% of the Shares sold to SUBSCRIBER under this Subscription Agreement and the shares of common stock that were purchased under the Subscription Agreement dated May 22, 8

2000 and may be acquired under the Purchase Option dated May 22, 2000 ("Purchase Option"), if ISSUER elects to sell, for cash, New Securities (as hereinafter defined) at any time prior to the four year anniversary date of this Subscription Agreement, SUBSCRIBER will have the right to purchase from ISSUER on the same terms as the proposed sale, up to that number of securities being offered as will maintain its then percentage ownership of ISSUER's Common Stock calculated on a fully diluted basis, but based solely on the Shares purchased hereunder and under the Subscription Agreement dated May 22, 2000 and underlying the Purchase Option and not including any additional shares of Common Stock which may be owned by SUBSCRIBER. ISSUER shall give notice to the SUBSCRIBER in writing ("ISSUER Notice") at least ten business days prior to the proposed closing date of such proposed sale. The ISSUER Notice shall describe in reasonable detail the proposed sale including, without limitation, the nature and number of securities to be sold, the nature of such sale, the consideration to be paid, and the name and address of the prospective purchasers ("Buyer"). Upon the giving of the ISSUER Notice, SUBSCRIBER shall have the right, but not the obligation, exercisable by written notice to the ISSUER within five business days after receipt of the ISSUER Notice, to indicate to ISSUER its desire to purchase its permitted number of securities being sold in the proposed sale on the same terms and conditions as ISSUER is selling the securities in the proposed sale. The SUBSCRIBER will purchase the securities to be offered and purchased under this section at the same time as the closing of the proposed sale, and if

2000 and may be acquired under the Purchase Option dated May 22, 2000 ("Purchase Option"), if ISSUER elects to sell, for cash, New Securities (as hereinafter defined) at any time prior to the four year anniversary date of this Subscription Agreement, SUBSCRIBER will have the right to purchase from ISSUER on the same terms as the proposed sale, up to that number of securities being offered as will maintain its then percentage ownership of ISSUER's Common Stock calculated on a fully diluted basis, but based solely on the Shares purchased hereunder and under the Subscription Agreement dated May 22, 2000 and underlying the Purchase Option and not including any additional shares of Common Stock which may be owned by SUBSCRIBER. ISSUER shall give notice to the SUBSCRIBER in writing ("ISSUER Notice") at least ten business days prior to the proposed closing date of such proposed sale. The ISSUER Notice shall describe in reasonable detail the proposed sale including, without limitation, the nature and number of securities to be sold, the nature of such sale, the consideration to be paid, and the name and address of the prospective purchasers ("Buyer"). Upon the giving of the ISSUER Notice, SUBSCRIBER shall have the right, but not the obligation, exercisable by written notice to the ISSUER within five business days after receipt of the ISSUER Notice, to indicate to ISSUER its desire to purchase its permitted number of securities being sold in the proposed sale on the same terms and conditions as ISSUER is selling the securities in the proposed sale. The SUBSCRIBER will purchase the securities to be offered and purchased under this section at the same time as the closing of the proposed sale, and if SUBSCRIBER does not elect to purchase any of the shares of common stock within said five days, then SUBSRIBER will be deemed to have waived its right to buy such offered shares. For purposes of this Section 8, "New Securities" means any shares of capital stock of the ISSUER, including Common Stock and preferred stock, whether now authorized or not, and rights, options or warrants to purchase said shares of Common Stock or preferred stock of the ISSUER, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or preferred stock; provided, however, "New Securities" does not include (i) the shares of Common Stock issuable upon exercise of the Purchase Option as such term is defined under the Subscription Agreement dated May 22, 2000, (ii) securities issuable upon exercise or conversion of securities outstanding on the date hereof, (iii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iv) securities issued to employees, officers or directors of, or consultants to, the ISSUER, or issued or issuable to banks or other institutional lenders or lessors in connection with capital asset leases or borrowings for the acquisition of capital assets, landlords, or other providers of goods and services to the ISSUER, in each case, if pursuant to any arrangement approved by the board of directors of the ISSUER (including securities issued upon exercise or conversion of any such securities), (v) securities issued for cash, not to exceed $500,000, not including the Parker family investment, in any private placement by ISSUER on terms not more favorable then those to the SUBSCRIBER, subject to an agreement entered into within ten business days after the date of this Subscription Agreement (including securities issued upon exercise or conversion of any such securities), or (vi) any issuance of capital stock of the ISSUER upon the exercise or conversion of derivative securities, the issuance of which triggered the pre-emptive rights set forth in this Section 8. This provision will be deemed to supersede Section 8 "Preemptive Right" of the Subscription Agreement dated May 22, 2000. 9. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription Agreement without the written consent of the other party hereto, unless required by law or regulation or judicial action. The SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as Exhibit A hereto and provide substantially similar disclosure about this transaction in its Exchange Act Reports and other documents filed with the Securities and Exchange Commission. 9

10. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at its address set forth herein. Such mailing shall be deemed personal service and shall be legal and binding upon the ISSUER and SUBSCRIBER in any action, proceeding or claim. The ISSUER and SUBSCRIBER agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or

10. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at its address set forth herein. Such mailing shall be deemed personal service and shall be legal and binding upon the ISSUER and SUBSCRIBER in any action, proceeding or claim. The ISSUER and SUBSCRIBER agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 11. ENTIRE AGREEMENT. This Subscription Agreement constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warrants, agreements and understandings in connection therewith. This Subscription Agreement may be amended only by a writing executed by all parties hereto. 12. NOTICES. Any notice or other document required or permitted to be given or delivered to the parties to this Subscription Agreement shall be personally delivered or sent by facsimile or other form of electronic transmission to the party at the address or addresses or telecopier number on the signature page hereto. Unless otherwise specified in this agreement, all notices and other documents given under this agreement shall be deemed to have been duly given when delivered, if personally delivered, and when transmitted if sent by facsimile or other form of electronic transmission. 10

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below. LEUCADIA NATIONAL CORPORATION PARKERVISION, INC.
By: /s/ Ian M. Cumming -----------------Name: Ian M. Cumming Title: Chairman /s/ Jeffrey L. Parker --------------------Name: Jeffrey L. Parker Title: Chief Executive Officer By:

Notice Addresses: Leucadia National Corporation 529 E. South Temple Salt Lake City, Utah 84102-1089 Attn: Ian M. Cumming Facsimile: (801) 539-0722

Jeffrey L. Parker, CEO ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125

with a copy to David Alan Miller, Esq. Graubard Miller 600 Third Avenue New York, New York 10016 Facsimile (212) 818-8881

11

10.25 SUBSCRIPTION AGREEMENT

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below. LEUCADIA NATIONAL CORPORATION PARKERVISION, INC.
/s/ Ian M. Cumming -----------------Name: Ian M. Cumming Title: Chairman By: /s/ Jeffrey L. Parker --------------------Name: Jeffrey L. Parker Title: Chief Executive Officer By:

Notice Addresses: Leucadia National Corporation 529 E. South Temple Salt Lake City, Utah 84102-1089 Attn: Ian M. Cumming Facsimile: (801) 539-0722

Jeffrey L. Parker, CEO ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125

with a copy to David Alan Miller, Esq. Graubard Miller 600 Third Avenue New York, New York 10016 Facsimile (212) 818-8881

11

10.25 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Jeffrey L. Parker, with an office at the address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 247,525 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $1,250,000 ("Purchase Price"), that number of Shares (rounded up to the nearest whole number of shares) being equal to $1,250,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the Common Stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) five. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER. ISSUER shall deliver one or more certificates representing the Shares to the Subscriber promptly after the Closing Date. 2. SUBSCRIBER REPRESENTATIONS.

10.25 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Jeffrey L. Parker, with an office at the address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 247,525 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $1,250,000 ("Purchase Price"), that number of Shares (rounded up to the nearest whole number of shares) being equal to $1,250,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the Common Stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) five. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER. ISSUER shall deliver one or more certificates representing the Shares to the Subscriber promptly after the Closing Date. 2. SUBSCRIBER REPRESENTATIONS. a. TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such

SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities;

SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors. b. CURRENT PUBLIC INFORMATION. SUBSCRIBER acknowledges that SUBSCRIBER has been furnished with or has otherwise acquired copies of the ISSUER's Annual Report on Form 10-K for the year ended December 31, 2001, and Form 10-Q for the quarters ended March 31, 2002, June 30, 2002, and September 30, 2002, all as filed with the Securities and Exchange Commission (the "SEC") and the ISSUER's press release dated March 21, 2003 setting forth the year end results as of December 31, 2002. SUBSCRIBER further acknowledges that SUBSCRIBER has read and understands the Risk Factors set forth in Exhibit 99.1 to the ISSUER's Form 10-Q for the quarter ended September 30, 2002. c. INDEPENDENT INVESTIGATION; ACCESS. SUBSCRIBER acknowledges that, in making its decision to purchase the Shares subscribed for, it has relied on the publicly available information about the ISSUER and upon independent investigations made by it and its representatives, if any. SUBSCRIBER and such representatives, if any, prior to the sale to it of the securities offered hereby, have been given access to, and the opportunity to examine, all material books and records of the ISSUER, all material contracts and documents relating to the ISSUER and this 2

offering and an opportunity to ask questions of, and to receive answers from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER, and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general

offering and an opportunity to ask questions of, and to receive answers from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER, and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of Section 7 hereof. The sale by the ISSUER of the Shares does not conflict with the certificate of incorporation or by-laws of the ISSUER, or any material contract by which the ISSUER or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the ISSUER or its property. b. PARKERVISION CAPITALIZATION. The ISSUER is authorized to issue 100,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, of which, as of the Closing Date after giving effect to the transactions contemplated by this Subscription Agreement and the simultaneous sale of shares of Common Stock to Jeffrey Parker and his affiliates/relatives as referenced herein 15,244,532 shares of Common Stock and no shares of preferred stock will have been issued and outstanding. 3

c. PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER pursuant to this Subscription Agreement are duly authorized, validly issued, fully paid and non-assessable. d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective

c. PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER pursuant to this Subscription Agreement are duly authorized, validly issued, fully paid and non-assessable. d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the ISSUER included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the financial position of the ISSUER as of the dates thereof and the results of operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly 4

statements, to the absence of complete notes and to normal year-end audit adjustments). Except as disclosed in the March 21, 2003 press release of the ISSUER, since September 30, 2002, there has been no material adverse change in the assets, business or condition (financial or otherwise), or results of operations of the ISSUER. Since September 30, 2002, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER. f. GENERAL DOCUMENT REPRESENTATION. The written materials of the ISSUER previously delivered to SUBSCRIBER in connection with this Subscription Agreement, at the time they were given to SUBSCRIBER, were true and accurate in all material respects. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, which may result from a breach of such party's representations, warranties and covenants contained herein.

statements, to the absence of complete notes and to normal year-end audit adjustments). Except as disclosed in the March 21, 2003 press release of the ISSUER, since September 30, 2002, there has been no material adverse change in the assets, business or condition (financial or otherwise), or results of operations of the ISSUER. Since September 30, 2002, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER. f. GENERAL DOCUMENT REPRESENTATION. The written materials of the ISSUER previously delivered to SUBSCRIBER in connection with this Subscription Agreement, at the time they were given to SUBSCRIBER, were true and accurate in all material respects. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, which may result from a breach of such party's representations, warranties and covenants contained herein. 5. LEGEND. SUBSCRIBER understands that the ISSUER will instruct its transfer agent to place a stop transfer order with respect to the certificates representing the Shares and that such certificates will bear the following legend, as well as a legend describing the restriction referred to in the last sentence of Section 7(a) hereof: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Transfer of these shares is prohibited except pursuant to registration under the Securities Act or pursuant to an available exemption from registration." 6. CLOSING DATE. The date of issuance and sale of the Shares ("Closing Date") shall be on such date as may be mutually agreed to, but not later than March 31, 2003. 7. REGISTRATION RIGHT. a. REGISTRATION. The ISSUER shall file a registration statement under the Securities Act ("Registration Statement") with the Securities and Exchange Commission registering the Shares for re-offer and re-sale. The ISSUER agrees to have the Registration Statement declared effective six months after the Closing Date ("Anniversary"). Once the Registration Statement is declared effective, the ISSUER shall keep the Registration Statement effective and current until all the securities registered thereunder 5

are sold or may be sold freely in any 90 day period without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such prospectus. ISSUER will promptly notify SUBSCRIBER at any time that the Registration Statement or the

are sold or may be sold freely in any 90 day period without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such prospectus. ISSUER will promptly notify SUBSCRIBER at any time that the Registration Statement or the prospectus may not be used either due to the change of material information contained therein or the omission of material information therefrom or upon the receipt by the ISSUER of a cease and desist or stop order of the Securities and Exchange Commission. The ISSUER will use its commercially reasonably efforts to amend or supplement the Registration Statement to permit its continued use by the SUBSCRIBER. c. INDEMNIFICATION BY THE ISSUER. The ISSUER agrees to indemnify and hold harmless SUBSCRIBER, its directors and officers and each person, if any, who controls SUBSCRIBER within the meaning of the Securities Act and/or the Securities Exchange Act of 1934, as amended ("Exchange Act"), against any losses, claims, damages or liabilities, joint or several, to which SUBSCRIBER or such person may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any prospectus or registration statement for the Shares or (B) in any blue sky application or other document executed by the ISSUER specifically for blue sky purposes or based upon any other written information furnished by the ISSUER or on its behalf to any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application"), 6

or (ii) the omission or alleged omission by the ISSUER to state in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or other expenses reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement.

or (ii) the omission or alleged omission by the ISSUER to state in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or other expenses reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement. e. PROCEDURE. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought (if such failure materially prejudices the indemnifying party), but not from any other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense 7

thereof, with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent

thereof, with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. g. EQUITABLE CONSIDERATIONS. The ISSUER and the SUBSCRIBER agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. h. ATTORNEYS' FEES. The amount payable by a party under this Section 7 as a result of the losses, claims, damages, liabilities or expenses referred to above will be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim 8

(including, without limitation, fees and disbursements of counsel incurred by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified party and any third party or otherwise). i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish to the ISSUER a completed and executed questionnaire provided by the ISSUER requesting information customarily sought of selling security holders. 8. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription Agreement without the written consent of the other party hereto, unless required by law or regulation or judicial action. The SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as Exhibit A hereto and provide substantially similar disclosure about this transaction in its Exchange Act Reports and other documents filed with the Securities and Exchange Commission. 9. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return

(including, without limitation, fees and disbursements of counsel incurred by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified party and any third party or otherwise). i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish to the ISSUER a completed and executed questionnaire provided by the ISSUER requesting information customarily sought of selling security holders. 8. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription Agreement without the written consent of the other party hereto, unless required by law or regulation or judicial action. The SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as Exhibit A hereto and provide substantially similar disclosure about this transaction in its Exchange Act Reports and other documents filed with the Securities and Exchange Commission. 9. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at its address set forth herein. Such mailing shall be deemed personal service and shall be legal and binding upon the ISSUER and SUBSCRIBER in any action, proceeding or claim. The ISSUER and SUBSCRIBER agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 10. ENTIRE AGREEMENT. This Subscription Agreement and the Purchase Option constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warrants, agreements and understandings in connection therewith. This Subscription Agreement may be amended only by a writing executed by all parties hereto. 11. NOTICES. Any notice or other document required or permitted to be given or delivered to the parties to this Subscription Agreement shall be personally delivered or sent by facsimile or other form of electronic transmission to the party at the address or addresses or telecopier number on the signature page hereto. Unless otherwise specified in this agreement, all notices and other documents given under this agreement shall be deemed to have been duly given when delivered, if personally delivered, and when transmitted if sent by facsimile or other form of electronic transmission. 9

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below. Dated this 26th day of the month of March, 2003.
JEFFREY L. PARKER PARKERVISION, INC.

By: /s/Jeffrey L. Parker --------------------

By: /s/Cynthia L. Poehlman ---------------------Name: Cynthia L. Poehlman Title: Chief Accounting Officer Chief Financial Officer ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256

Notice Addresses: ____________________________ ____________________________ ____________________________

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below. Dated this 26th day of the month of March, 2003.
JEFFREY L. PARKER PARKERVISION, INC.

By: /s/Jeffrey L. Parker --------------------

By: /s/Cynthia L. Poehlman ---------------------Name: Cynthia L. Poehlman Title: Chief Accounting Officer Chief Financial Officer ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125

Notice Addresses: ____________________________ ____________________________ ____________________________

with a copy to David Alan Miller, Esq. Graubard Miller 600 Third Avenue New York, New York 10016 Facsimile (212) 818-8881

10

10.26 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Barbara Parker, with an address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 148,515 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $750,000 ("Purchase Price"), being equal to that number of Shares (rounded up to the nearest whole number of shares) equal to $750,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the Common Stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) five. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER. ISSUER shall deliver one or more certificates representing the Shares to the Subscriber promptly after the Closing Date.

10.26 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Barbara Parker, with an address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 148,515 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $750,000 ("Purchase Price"), being equal to that number of Shares (rounded up to the nearest whole number of shares) equal to $750,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the Common Stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) five. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER. ISSUER shall deliver one or more certificates representing the Shares to the Subscriber promptly after the Closing Date. 2. SUBSCRIBER REPRESENTATIONS. a. TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such

SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the

SUBSCRIBER except: A) (1) pursuant to an effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors. b. CURRENT PUBLIC INFORMATION. SUBSCRIBER acknowledges that SUBSCRIBER has been furnished with or has otherwise acquired copies of the ISSUER's Annual Report on Form 10-K for the year ended December 31, 2001, and Form 10-Q for the quarters ended March 31, 2002, June 30, 2002, and September 30, 2002, all as filed with the Securities and Exchange Commission (the "SEC") and the ISSUER's press release dated March 21, 2003 setting forth the year end results as of December 31, 2002. SUBSCRIBER further acknowledges that SUBSCRIBER has read and understands the Risk Factors set forth in Exhibit 99.1 to the ISSUER's Form 10-Q for the quarter ended September 30, 2002. c. INDEPENDENT INVESTIGATION; ACCESS. SUBSCRIBER acknowledges that, in making its decision to purchase the Shares subscribed for, it has relied on the publicly available information about the ISSUER and upon independent investigations made by it and its representatives, if any. SUBSCRIBER and such representatives, if any, prior to the sale to it of the securities offered hereby, have been given access to, and the opportunity to examine, all material books and records of the ISSUER, all material contracts and documents relating to the ISSUER and this 2

offering and an opportunity to ask questions of, and to receive answers from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER, and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general

offering and an opportunity to ask questions of, and to receive answers from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER, and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of Section 7 hereof. The sale by the ISSUER of the Shares does not conflict with the certificate of incorporation or by-laws of the ISSUER, or any material contract by which the ISSUER or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the ISSUER or its property. b. PARKERVISION CAPITALIZATION. The ISSUER is authorized to issue 100,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, of which, as of the Closing Date after giving effect to the transactions contemplated by this Subscription Agreement and the simultaneous sale of shares of Common Stock to Jeffrey Parker and his affiliates/relatives as referenced herein 15,244,532 shares of Common Stock and no shares of preferred stock will have been issued and outstanding. 3

c. PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER pursuant to this Subscription Agreement are duly authorized, validly issued, fully paid and non-assessable. d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective

c. PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER pursuant to this Subscription Agreement are duly authorized, validly issued, fully paid and non-assessable. d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the ISSUER included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the financial position of the ISSUER as of the dates thereof and the results of operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly 4

statements, to the absence of complete notes and to normal year-end audit adjustments). Except as disclosed in the March 21, 2003 press release of the ISSUER, since September 30, 2002, there has been no material adverse change in the assets, business or condition (financial or otherwise), or results of operations of the ISSUER. Since September 30, 2002, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER. f. GENERAL DOCUMENT REPRESENTATION. The written materials of the ISSUER previously delivered to SUBSCRIBER in connection with this Subscription Agreement, at the time they were given to SUBSCRIBER, were true and accurate in all material respects. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, which may result from a breach of such party's representations, warranties and covenants contained herein.

statements, to the absence of complete notes and to normal year-end audit adjustments). Except as disclosed in the March 21, 2003 press release of the ISSUER, since September 30, 2002, there has been no material adverse change in the assets, business or condition (financial or otherwise), or results of operations of the ISSUER. Since September 30, 2002, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER. f. GENERAL DOCUMENT REPRESENTATION. The written materials of the ISSUER previously delivered to SUBSCRIBER in connection with this Subscription Agreement, at the time they were given to SUBSCRIBER, were true and accurate in all material respects. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, which may result from a breach of such party's representations, warranties and covenants contained herein. 5. LEGEND. SUBSCRIBER understands that the ISSUER will instruct its transfer agent to place a stop transfer order with respect to the certificates representing the Shares and that such certificates will bear the following legend, as well as a legend describing the restriction referred to in the last sentence of Section 7(a) hereof: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Transfer of these shares is prohibited except pursuant to registration under the Securities Act or pursuant to an available exemption from registration." 6. CLOSING DATE. The date of issuance and sale of the Shares ("Closing Date") shall be on such date as may be mutually agreed to, but not later than March 31, 2003. 7. REGISTRATION RIGHT. a. REGISTRATION. The ISSUER shall file a registration statement under the Securities Act ("Registration Statement") with the Securities and Exchange Commission registering the Shares for re-offer and re-sale. The ISSUER agrees to have the Registration Statement declared effective six months after the Closing Date ("Anniversary"). Once the Registration Statement is declared effective, the ISSUER shall keep the Registration Statement effective and current until all the securities registered thereunder 5

are sold or may be sold freely in any 90 day period without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such prospectus. ISSUER will promptly notify SUBSCRIBER at any time that the Registration Statement or the

are sold or may be sold freely in any 90 day period without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such prospectus. ISSUER will promptly notify SUBSCRIBER at any time that the Registration Statement or the prospectus may not be used either due to the change of material information contained therein or the omission of material information therefrom or upon the receipt by the ISSUER of a cease and desist or stop order of the Securities and Exchange Commission. The ISSUER will use its commercially reasonably efforts to amend or supplement the Registration Statement to permit its continued use by the SUBSCRIBER. c. INDEMNIFICATION BY THE ISSUER. The ISSUER agrees to indemnify and hold harmless SUBSCRIBER, its directors and officers and each person, if any, who controls SUBSCRIBER within the meaning of the Securities Act and/or the Securities Exchange Act of 1934, as amended ("Exchange Act"), against any losses, claims, damages or liabilities, joint or several, to which SUBSCRIBER or such person may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any prospectus or registration statement for the Shares or (B) in any blue sky application or other document executed by the ISSUER specifically for blue sky purposes or based upon any other written information furnished by the ISSUER or on its behalf to any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application"), 6

or (ii) the omission or alleged omission by the ISSUER to state in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or other expenses reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement.

or (ii) the omission or alleged omission by the ISSUER to state in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or other expenses reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement. e. PROCEDURE. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought (if such failure materially prejudices the indemnifying party), but not from any other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense 7

thereof, with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent

thereof, with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. g. EQUITABLE CONSIDERATIONS. The ISSUER and the SUBSCRIBER agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. h. ATTORNEYS' FEES. The amount payable by a party under this Section 7 as a result of the losses, claims, damages, liabilities or expenses referred to above will be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim 8

(including, without limitation, fees and disbursements of counsel incurred by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified party and any third party or otherwise). i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish to the ISSUER a completed and executed questionnaire provided by the ISSUER requesting information customarily sought of selling security holders. 8. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription Agreement without the written consent of the other party hereto, unless required by law or regulation or judicial action. The SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as Exhibit A hereto and provide substantially similar disclosure about this transaction in its Exchange Act Reports and other documents filed with the Securities and Exchange Commission. 9. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return

(including, without limitation, fees and disbursements of counsel incurred by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified party and any third party or otherwise). i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish to the ISSUER a completed and executed questionnaire provided by the ISSUER requesting information customarily sought of selling security holders. 8. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription Agreement without the written consent of the other party hereto, unless required by law or regulation or judicial action. The SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as Exhibit A hereto and provide substantially similar disclosure about this transaction in its Exchange Act Reports and other documents filed with the Securities and Exchange Commission. 9. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at its address set forth herein. Such mailing shall be deemed personal service and shall be legal and binding upon the ISSUER and SUBSCRIBER in any action, proceeding or claim. The ISSUER and SUBSCRIBER agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 10. ENTIRE AGREEMENT. This Subscription Agreement and the Purchase Option constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warrants, agreements and understandings in connection therewith. This Subscription Agreement may be amended only by a writing executed by all parties hereto. 11. NOTICES. Any notice or other document required or permitted to be given or delivered to the parties to this Subscription Agreement shall be personally delivered or sent by facsimile or other form of electronic transmission to the party at the address or addresses or telecopier number on the signature page hereto. Unless otherwise specified in this agreement, all notices and other documents given under this agreement shall be deemed to have been duly given when delivered, if personally delivered, and when transmitted if sent by facsimile or other form of electronic transmission. 9

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below. Dated this _____ day of the month of March, 2003.
BARBARA PARKER By: /s/ Barbara Parker -----------------------PARKERVISION, INC. By: /s/ Cynthia Poehlman -------------------Name: Cynthia Poehlman Title: Chief Accounting Officer Chief Financial Officer ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125

Notice Addresses: ____________________________ ____________________________ ____________________________

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below. Dated this _____ day of the month of March, 2003.
BARBARA PARKER By: /s/ Barbara Parker -----------------------PARKERVISION, INC. By: /s/ Cynthia Poehlman -------------------Name: Cynthia Poehlman Title: Chief Accounting Officer Chief Financial Officer ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125

Notice Addresses: ____________________________ ____________________________ ____________________________

with a copy to David Alan Miller, Esq. Graubard Miller 600 Third Avenue New York, New York 10016 Facsimile (212) 818-8881

10

10.27 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Todd Parker, with an address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 49,505 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $250,000 ("Purchase Price"), that number of Shares (rounded up to the nearest whole number of shares) being equal to $250,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the Common Stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) five. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER. ISSUER shall deliver one or more certificates representing the Shares to the Subscriber promptly after the Closing Date. 2. SUBSCRIBER REPRESENTATIONS.

10.27 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Todd Parker, with an address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 49,505 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $250,000 ("Purchase Price"), that number of Shares (rounded up to the nearest whole number of shares) being equal to $250,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the Common Stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) five. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER. ISSUER shall deliver one or more certificates representing the Shares to the Subscriber promptly after the Closing Date. 2. SUBSCRIBER REPRESENTATIONS. a. TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant to an effective

registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities;

registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors. b. CURRENT PUBLIC INFORMATION. SUBSCRIBER acknowledges that SUBSCRIBER has been furnished with or has otherwise acquired copies of the ISSUER's Annual Report on Form 10-K for the year ended December 31, 2001, and Form 10-Q for the quarters ended March 31, 2002, June 30, 2002, and September 30, 2002, all as filed with the Securities and Exchange Commission (the "SEC") and the ISSUER's press release dated March 21, 2003 setting forth the year end results as of December 31, 2002. SUBSCRIBER further acknowledges that SUBSCRIBER has read and understands the Risk Factors set forth in Exhibit 99.1 to the ISSUER's Form 10-Q for the quarter ended September 30, 2002. c. INDEPENDENT INVESTIGATION; ACCESS. SUBSCRIBER acknowledges that, in making its decision to purchase the Shares subscribed for, it has relied on the publicly available information about the ISSUER and upon independent investigations made by it and its representatives, if any. SUBSCRIBER and such representatives, if any, prior to the sale to it of the securities offered hereby, have been given access to, and the opportunity to examine, all material books and records of the ISSUER, all material contracts and documents relating to the ISSUER and this offering and an opportunity to ask questions of, and to receive 2

answers from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER, and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of

answers from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER, and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of Section 7 hereof. The sale by the ISSUER of the Shares does not conflict with the certificate of incorporation or by-laws of the ISSUER, or any material contract by which the ISSUER or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the ISSUER or its property. b. PARKERVISION CAPITALIZATION. The ISSUER is authorized to issue 100,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, of which, as of the Closing Date after giving effect to the transactions contemplated by this Subscription Agreement and the simultaneous sale of shares of Common Stock to Jeffrey Parker and his affiliates/relatives as referenced herein 15,244,532 shares of Common Stock and no shares of preferred stock will have been issued and outstanding. 3

c. PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER pursuant to this Subscription Agreement are duly authorized, validly issued, fully paid and non-assessable. d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the

c. PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER pursuant to this Subscription Agreement are duly authorized, validly issued, fully paid and non-assessable. d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the ISSUER included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the financial position of the ISSUER as of the dates thereof and the results of operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly 4

statements, to the absence of complete notes and to normal year-end audit adjustments). Except as disclosed in the March 21, 2003 press release of the ISSUER, since September 30, 2002, there has been no material adverse change in the assets, business or condition (financial or otherwise), or results of operations of the ISSUER. Since September 30, 2002, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER. f. GENERAL DOCUMENT REPRESENTATION. The written materials of the ISSUER previously delivered to SUBSCRIBER in connection with this Subscription Agreement, at the time they were given to SUBSCRIBER, were true and accurate in all material respects. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, which may result from a breach of such party's representations, warranties and covenants contained herein.

statements, to the absence of complete notes and to normal year-end audit adjustments). Except as disclosed in the March 21, 2003 press release of the ISSUER, since September 30, 2002, there has been no material adverse change in the assets, business or condition (financial or otherwise), or results of operations of the ISSUER. Since September 30, 2002, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER. f. GENERAL DOCUMENT REPRESENTATION. The written materials of the ISSUER previously delivered to SUBSCRIBER in connection with this Subscription Agreement, at the time they were given to SUBSCRIBER, were true and accurate in all material respects. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, which may result from a breach of such party's representations, warranties and covenants contained herein. 5. LEGEND. SUBSCRIBER understands that the ISSUER will instruct its transfer agent to place a stop transfer order with respect to the certificates representing the Shares and that such certificates will bear the following legend, as well as a legend describing the restriction referred to in the last sentence of Section 7(a) hereof: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Transfer of these shares is prohibited except pursuant to registration under the Securities Act or pursuant to an available exemption from registration." 6. CLOSING DATE. The date of issuance and sale of the Shares ("Closing Date") shall be on such date as may be mutually agreed to, but not later than March 31, 2003. 7. REGISTRATION RIGHT. a. REGISTRATION. The ISSUER shall file a registration statement under the Securities Act ("Registration Statement") with the Securities and Exchange Commission registering the Shares for re-offer and re-sale. The ISSUER agrees to have the Registration Statement declared effective six months after the Closing Date ("Anniversary"). Once the Registration Statement is declared effective, the ISSUER shall keep the Registration Statement effective and current until all the securities registered thereunder 5

are sold or may be sold freely in any 90 day period without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such prospectus. ISSUER will promptly notify SUBSCRIBER at any time that the Registration Statement or the

are sold or may be sold freely in any 90 day period without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such prospectus. ISSUER will promptly notify SUBSCRIBER at any time that the Registration Statement or the prospectus may not be used either due to the change of material information contained therein or the omission of material information therefrom or upon the receipt by the ISSUER of a cease and desist or stop order of the Securities and Exchange Commission. The ISSUER will use its commercially reasonably efforts to amend or supplement the Registration Statement to permit its continued use by the SUBSCRIBER. c. INDEMNIFICATION BY THE ISSUER. The ISSUER agrees to indemnify and hold harmless SUBSCRIBER, its directors and officers and each person, if any, who controls SUBSCRIBER within the meaning of the Securities Act and/or the Securities Exchange Act of 1934, as amended ("Exchange Act"), against any losses, claims, damages or liabilities, joint or several, to which SUBSCRIBER or such person may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any prospectus or registration statement for the Shares or (B) in any blue sky application or other document executed by the ISSUER specifically for blue sky purposes or based upon any other written information furnished by the ISSUER or on its behalf to any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application"), 6

or (ii) the omission or alleged omission by the ISSUER to state in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or other expenses reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement.

or (ii) the omission or alleged omission by the ISSUER to state in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or other expenses reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement. e. PROCEDURE. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought (if such failure materially prejudices the indemnifying party), but not from any other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense 7

thereof, with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent

thereof, with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. g. EQUITABLE CONSIDERATIONS. The ISSUER and the SUBSCRIBER agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. h. ATTORNEYS' FEES. The amount payable by a party under this Section 7 as a result of the losses, claims, damages, liabilities or expenses referred to above will be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim 8

(including, without limitation, fees and disbursements of counsel incurred by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified party and any third party or otherwise). i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish to the ISSUER a completed and executed questionnaire provided by the ISSUER requesting information customarily sought of selling security holders. 8. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription Agreement without the written consent of the other party hereto, unless required by law or regulation or judicial action. The SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as Exhibit A hereto and provide substantially similar disclosure about this transaction in its Exchange Act Reports and other documents filed with the Securities and Exchange Commission. 9. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return

(including, without limitation, fees and disbursements of counsel incurred by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified party and any third party or otherwise). i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish to the ISSUER a completed and executed questionnaire provided by the ISSUER requesting information customarily sought of selling security holders. 8. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription Agreement without the written consent of the other party hereto, unless required by law or regulation or judicial action. The SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as Exhibit A hereto and provide substantially similar disclosure about this transaction in its Exchange Act Reports and other documents filed with the Securities and Exchange Commission. 9. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at its address set forth herein. Such mailing shall be deemed personal service and shall be legal and binding upon the ISSUER and SUBSCRIBER in any action, proceeding or claim. The ISSUER and SUBSCRIBER agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 10. ENTIRE AGREEMENT. This Subscription Agreement and the Purchase Option constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warrants, agreements and understandings in connection therewith. This Subscription Agreement may be amended only by a writing executed by all parties hereto. 11. NOTICES. Any notice or other document required or permitted to be given or delivered to the parties to this Subscription Agreement shall be personally delivered or sent by facsimile or other form of electronic transmission to the party at the address or addresses or telecopier number on the signature page hereto. Unless otherwise specified in this agreement, all notices and other documents given under this agreement shall be deemed to have been duly given when delivered, if personally delivered, and when transmitted if sent by facsimile or other form of electronic transmission. 9

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below. Dated this _____ day of the month of March, 2003.
TODD PARKER By: /s/ Todd Parker -----------------------PARKERVISION, INC. By: /s/ Cynthia L. Poehlman ----------------------Name: Cynthia L. Poehlman Title: Chief Accounting Officer Chief Financial Officer ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125

Notice Addresses: ____________________________ ____________________________ ____________________________

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below. Dated this _____ day of the month of March, 2003.
TODD PARKER By: /s/ Todd Parker -----------------------PARKERVISION, INC. By: /s/ Cynthia L. Poehlman ----------------------Name: Cynthia L. Poehlman Title: Chief Accounting Officer Chief Financial Officer ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125

Notice Addresses: ____________________________ ____________________________ ____________________________

with a copy to David Alan Miller, Esq. Graubard Miller 600 Third Avenue New York, New York 10016 Facsimile (212) 818-8881

10

10.28 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Stacie Wilf, with an address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 49,505 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $250,000 ("Purchase Price"), that number of Shares (rounded up to the nearest whole number of shares) being equal to $250,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the Common Stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) five. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER. ISSUER shall deliver one or more certificates representing the Shares to the Subscriber promptly after the Closing Date. 2. SUBSCRIBER REPRESENTATIONS.

10.28 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and Stacie Wilf, with an address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 49,505 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $250,000 ("Purchase Price"), that number of Shares (rounded up to the nearest whole number of shares) being equal to $250,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the Common Stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) five. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER. ISSUER shall deliver one or more certificates representing the Shares to the Subscriber promptly after the Closing Date. 2. SUBSCRIBER REPRESENTATIONS. a. TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant to an effective

registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities;

registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER to acquire the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors. b. CURRENT PUBLIC INFORMATION. SUBSCRIBER acknowledges that SUBSCRIBER has been furnished with or has otherwise acquired copies of the ISSUER's Annual Report on Form 10-K for the year ended December 31, 2001, and Form 10-Q for the quarters ended March 31, 2002, June 30, 2002, and September 30, 2002, all as filed with the Securities and Exchange Commission (the "SEC") and the ISSUER's press release dated March 21, 2003 setting forth the year end results as of December 31, 2002. SUBSCRIBER further acknowledges that SUBSCRIBER has read and understands the Risk Factors set forth in Exhibit 99.1 to the ISSUER's Form 10-Q for the quarter ended September 30, 2002. c. INDEPENDENT INVESTIGATION; ACCESS. SUBSCRIBER acknowledges that, in making its decision to purchase the Shares subscribed for, it has relied on the publicly available information about the ISSUER and upon independent investigations made by it and its representatives, if any. SUBSCRIBER and such representatives, if any, prior to the sale to it of the securities offered hereby, have been given access to, and the opportunity to examine, all material books and records of the ISSUER, all material contracts and documents relating to the ISSUER and this offering and an opportunity to ask questions of, and to receive 2

answers from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER, and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of

answers from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER, and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of Section 7 hereof. The sale by the ISSUER of the Shares does not conflict with the certificate of incorporation or by-laws of the ISSUER, or any material contract by which the ISSUER or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the ISSUER or its property. b. PARKERVISION CAPITALIZATION. The ISSUER is authorized to issue 100,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, of which, as of the Closing Date after giving effect to the transactions contemplated by this Subscription Agreement and the simultaneous sale of shares of Common Stock to Jeffrey Parker and his affiliates/relatives as referenced herein 15,244,532 shares of Common Stock and no shares of preferred stock will have been issued and outstanding. 3

c. PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER pursuant to this Subscription Agreement are duly authorized, validly issued, fully paid and non-assessable. d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the

c. PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER pursuant to this Subscription Agreement are duly authorized, validly issued, fully paid and non-assessable. d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable efforts: (i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the ISSUER included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the financial position of the ISSUER as of the dates thereof and the results of operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly 4

statements, to the absence of complete notes and to normal year-end audit adjustments). Except as disclosed in the March 21, 2003 press release of the ISSUER, since September 30, 2002, there has been no material adverse change in the assets, business or condition (financial or otherwise), or results of operations of the ISSUER. Since September 30, 2002, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER. f. GENERAL DOCUMENT REPRESENTATION. The written materials of the ISSUER previously delivered to SUBSCRIBER in connection with this Subscription Agreement, at the time they were given to SUBSCRIBER, were true and accurate in all material respects. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, which may result from a breach of such party's representations, warranties and covenants contained herein.

statements, to the absence of complete notes and to normal year-end audit adjustments). Except as disclosed in the March 21, 2003 press release of the ISSUER, since September 30, 2002, there has been no material adverse change in the assets, business or condition (financial or otherwise), or results of operations of the ISSUER. Since September 30, 2002, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER. f. GENERAL DOCUMENT REPRESENTATION. The written materials of the ISSUER previously delivered to SUBSCRIBER in connection with this Subscription Agreement, at the time they were given to SUBSCRIBER, were true and accurate in all material respects. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, which may result from a breach of such party's representations, warranties and covenants contained herein. 5. LEGEND. SUBSCRIBER understands that the ISSUER will instruct its transfer agent to place a stop transfer order with respect to the certificates representing the Shares and that such certificates will bear the following legend, as well as a legend describing the restriction referred to in the last sentence of Section 7(a) hereof: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Transfer of these shares is prohibited except pursuant to registration under the Securities Act or pursuant to an available exemption from registration." 6. CLOSING DATE. The date of issuance and sale of the Shares ("Closing Date") shall be on such date as may be mutually agreed to, but not later than March 31, 2003. 7. REGISTRATION RIGHT. a. REGISTRATION. The ISSUER shall file a registration statement under the Securities Act ("Registration Statement") with the Securities and Exchange Commission registering the Shares for re-offer and re-sale. The ISSUER agrees to have the Registration Statement declared effective six months after the Closing Date ("Anniversary"). Once the Registration Statement is declared effective, the ISSUER shall keep the Registration Statement effective and current until all the securities registered thereunder 5

are sold or may be sold freely in any 90 day period without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such prospectus. ISSUER will promptly notify SUBSCRIBER at any time that the Registration Statement or the

are sold or may be sold freely in any 90 day period without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such prospectus. ISSUER will promptly notify SUBSCRIBER at any time that the Registration Statement or the prospectus may not be used either due to the change of material information contained therein or the omission of material information therefrom or upon the receipt by the ISSUER of a cease and desist or stop order of the Securities and Exchange Commission. The ISSUER will use its commercially reasonably efforts to amend or supplement the Registration Statement to permit its continued use by the SUBSCRIBER. c. INDEMNIFICATION BY THE ISSUER. The ISSUER agrees to indemnify and hold harmless SUBSCRIBER, its directors and officers and each person, if any, who controls SUBSCRIBER within the meaning of the Securities Act and/or the Securities Exchange Act of 1934, as amended ("Exchange Act"), against any losses, claims, damages or liabilities, joint or several, to which SUBSCRIBER or such person may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any prospectus or registration statement for the Shares or (B) in any blue sky application or other document executed by the ISSUER specifically for blue sky purposes or based upon any other written information furnished by the ISSUER or on its behalf to any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application"), 6

or (ii) the omission or alleged omission by the ISSUER to state in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or other expenses reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement.

or (ii) the omission or alleged omission by the ISSUER to state in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or other expenses reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement. e. PROCEDURE. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought (if such failure materially prejudices the indemnifying party), but not from any other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense 7

thereof, with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent

thereof, with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. g. EQUITABLE CONSIDERATIONS. The ISSUER and the SUBSCRIBER agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. h. ATTORNEYS' FEES. The amount payable by a party under this Section 7 as a result of the losses, claims, damages, liabilities or expenses referred to above will be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim 8

(including, without limitation, fees and disbursements of counsel incurred by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified party and any third party or otherwise). i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish to the ISSUER a completed and executed questionnaire provided by the ISSUER requesting information customarily sought of selling security holders. 8. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription Agreement without the written consent of the other party hereto, unless required by law or regulation or judicial action. The SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as Exhibit A hereto and provide substantially similar disclosure about this transaction in its Exchange Act Reports and other documents filed with the Securities and Exchange Commission. 9. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return

(including, without limitation, fees and disbursements of counsel incurred by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified party and any third party or otherwise). i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish to the ISSUER a completed and executed questionnaire provided by the ISSUER requesting information customarily sought of selling security holders. 8. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription Agreement without the written consent of the other party hereto, unless required by law or regulation or judicial action. The SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as Exhibit A hereto and provide substantially similar disclosure about this transaction in its Exchange Act Reports and other documents filed with the Securities and Exchange Commission. 9. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at its address set forth herein. Such mailing shall be deemed personal service and shall be legal and binding upon the ISSUER and SUBSCRIBER in any action, proceeding or claim. The ISSUER and SUBSCRIBER agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 10. ENTIRE AGREEMENT. This Subscription Agreement and the Purchase Option constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warrants, agreements and understandings in connection therewith. This Subscription Agreement may be amended only by a writing executed by all parties hereto. 11. NOTICES. Any notice or other document required or permitted to be given or delivered to the parties to this Subscription Agreement shall be personally delivered or sent by facsimile or other form of electronic transmission to the party at the address or addresses or telecopier number on the signature page hereto. Unless otherwise specified in this agreement, all notices and other documents given under this agreement shall be deemed to have been duly given when delivered, if personally delivered, and when transmitted if sent by facsimile or other form of electronic transmission. 9

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below. Dated this _____ day of the month of March, 2003.
STACIE WILF By: /s/ Stacie Wilf -----------------------PARKERVISION, INC. By: /s/ Cynthia L. Poehlman ----------------------Name: Cynthia L. Poehlman Title: Chief Accounting Officer Chief Financial Officer ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125

Notice Addresses: ____________________________ ____________________________ ____________________________

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below. Dated this _____ day of the month of March, 2003.
STACIE WILF By: /s/ Stacie Wilf -----------------------PARKERVISION, INC. By: /s/ Cynthia L. Poehlman ----------------------Name: Cynthia L. Poehlman Title: Chief Accounting Officer Chief Financial Officer ParkerVision, Inc. 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125

Notice Addresses: ____________________________ ____________________________ ____________________________

with a copy to David Alan Miller, Esq. Graubard Miller 600 Third Avenue New York, New York 10016 Facsimile (212) 818-8881

10

10.29 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and David Cumming, with an address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 20,000 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $78,200 ("Purchase Price"), that number of Shares (rounded up to the nearest whole number of shares) being equal to $78,200 divided by the number obtained by (a) dividing (y) the sum of the daily weighted average sale price (determined for each day by taking the daily weighted average of the sale prices of such stock for such day) of the common stock of the ISSUER for the ten consecutive trading days ending the trading day immediately prior to the date hereof, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) ten and (b) multiplying the quotient by 0.80. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER, against delivery to SUBSCRIBER by ISSUER no later than one day after the Closing Date of one or more certificates representing the Shares. 2. SUBSCRIBER REPRESENTATIONS.

10.29 SUBSCRIPTION AGREEMENT This Subscription Agreement is executed by ParkerVision, Inc., a Florida corporation, with an office at 8493 Baymeadows Way, Jacksonville, Florida 32256 (hereinafter referred to as the "ISSUER") and David Cumming, with an address on the signature page hereof (hereinafter referred to as the ("SUBSCRIBER") in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended ("Securities Act"). This Subscription Agreement has been entered into for the sale of the number of shares of the Issuer's Common Stock, $.01 par value ("Common Stock"), determined by the formula set forth in Section 1.a (hereinafter referred to as the "Shares"). The parties hereto hereby agree as follows: 1. AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE. a. SUBSCRIBER hereby subscribes for 20,000 Shares, and ISSUER agrees to sell such Shares, for an aggregate purchase price of $78,200 ("Purchase Price"), that number of Shares (rounded up to the nearest whole number of shares) being equal to $78,200 divided by the number obtained by (a) dividing (y) the sum of the daily weighted average sale price (determined for each day by taking the daily weighted average of the sale prices of such stock for such day) of the common stock of the ISSUER for the ten consecutive trading days ending the trading day immediately prior to the date hereof, as such prices are reported by The Nasdaq Stock Market, Inc., by (z) ten and (b) multiplying the quotient by 0.80. b. FORM OF PAYMENT. On the Closing Date, as defined below, SUBSCRIBER shall pay the Purchase Price for the Shares purchased hereunder by wire transfer of same day funds in United States Dollars to the depository designated by the ISSUER, payable to the order of ISSUER, against delivery to SUBSCRIBER by ISSUER no later than one day after the Closing Date of one or more certificates representing the Shares. 2. SUBSCRIBER REPRESENTATIONS. a. TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants to ISSUER as follows: (i) SUBSCRIBER is purchasing the Shares for its own account for investment purposes and not with a view toward distribution. (ii) SUBSCRIBER understands that the Shares have not been registered under the Securities Act and that such securities are "restricted securities" as defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further understands that the Shares may not be offered, resold, pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant to an

effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER with respect to acquiring the securities;

effective registration statement under the Securities Act, or (2) pursuant to an available exemption from the registration requirements of the Securities Act; and B) in accordance with all applicable securities laws of the states of the United States and other jurisdictions; (iii) SUBSCRIBER understands that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the securities, including the total loss of its investment; (iv) SUBSCRIBER understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the ISSUER is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of SUBSCRIBER set forth herein in order to determine the applicability of such exemptions and the suitability of SUBSCRIBER with respect to acquiring the securities; (v) SUBSCRIBER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investment, and to make an informed decision relating thereto; and (vi) In evaluating its investment, SUBSCRIBER has consulted its own investment and/or legal and/or tax advisors. b. CURRENT PUBLIC INFORMATION. SUBSCRIBER acknowledges that SUBSCRIBER has been furnished with or has otherwise acquired copies of the ISSUER's Annual Report on Form 10-K for the year ended December 31, 2001, and Form 10-Q for the quarters ended March 31, 2002, June 30, 2002, and September 30, 2002, all as filed with the Securities and Exchange Commission (the "SEC") and the ISSUER's press release dated March 21, 2003 setting forth the year end results as of December 31, 2002. SUBSCRIBER further acknowledges that SUBSCRIBER has read and understands the Risk Factors set forth in Exhibit 99.1 to the ISSUER's Form 10-Q for the quarter ended September 30, 2002. c. INDEPENDENT INVESTIGATION; ACCESS. SUBSCRIBER acknowledges that, in making its decision to purchase the Shares subscribed for, it has relied on the publicly available information about the ISSUER and upon independent investigations made by it and its representatives, if any. SUBSCRIBER and such representatives, if any, prior to the sale to it of the securities offered hereby, have been given access to, and the opportunity to examine, all material books and records of the ISSUER, all material contracts and documents relating to the ISSUER and this offering and an opportunity to ask questions of, and to receive answers from, executive officers of ISSUER concerning the ISSUER and the terms and conditions of this offering. SUBSCRIBER and its advisors, if 2

any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now

any, acknowledge that they have received answers to any such inquiries and copies of documentary information requested. d. NO GOVERNMENT RECOMMENDATION OR APPROVAL. SUBSCRIBER understands that no federal or state agency has passed on or made any finding or determination relating to the fairness of an investment in the Shares, or has passed or made, or will pass on or make, any recommendation or endorsement of the Shares. 3. ISSUER REPRESENTATIONS. a. AUTHORITY; CORPORATE ACTION. ISSUER has all necessary corporate power and authority to enter into this Subscription Agreement and to consummate the transactions contemplated hereby. All corporate action necessary to be taken by ISSUER to authorize the execution, delivery and performance of this Subscription Agreement, and all other agreements and instruments delivered by ISSUER in connection with the transactions contemplated hereby has been duly and validly taken and this Subscription Agreement has been duly executed and delivered by ISSUER. This Subscription Agreement constitutes the legal, valid and binding obligation of ISSUER and is enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of Section 7 hereof. The sale by the ISSUER of the Shares does not conflict with the certificate of incorporation or by-laws of the ISSUER, or any material contract by which the ISSUER or its property is bound, or any federal or state laws or regulations or decree, ruling or judgment of any United States or state court applicable to the ISSUER or its property. b. PARKERVISION CAPITALIZATION. The ISSUER is authorized to issue 100,000,000 shares of Common Stock, and 5,000,000 shares of preferred stock, of which, as of the Closing Date, after giving effect to the transactions contemplated by this Agreement and the simultaneous sale of shares of common stock to Leucadia National Corporation and Jeffrey L. Parker and his affiliates and relatives as referenced herein, 15,244,532 shares of Common Stock and no shares of preferred stock will have been issued and outstanding. c. PARKERVISION SHARES. The shares of Common Stock issued to SUBSCRIBER pursuant to this Subscription Agreement are duly authorized, validly issued, fully paid and non-assessable. d. RULE 144 REQUIREMENTS. ISSUER agrees to use commercially reasonable efforts: 3

(i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable

(i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act; (ii) to file with the SEC in a timely manner all reports and other documents required of ISSUER under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (iii) to furnish to SUBSCRIBER upon request a written statement by ISSUER as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of ISSUER, and such other reports and documents of ISSUER as SUBSCRIBER may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. e. SEC DOCUMENTS. ISSUER's Common Stock is registered pursuant to Section 12(g) of the Exchange Act. Since January 1, 1999, the ISSUER has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the ISSUER included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the financial position of the ISSUER as of the dates thereof and the results of operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to the absence of complete notes and to normal year-end audit adjustments). Except as disclosed in the March 21, 2003 press release of the ISSUER, since September 30, 2002, there has been no material adverse change in the assets, business, condition (financial or otherwise), or results of operations, of the ISSUER. Since September 30, 2002, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER. f. GENERAL DOCUMENT REPRESENTATION. The written materials of the ISSUER previously delivered to SUBSCRIBER in connection with this Subscription Agreement, at the time they were given to 4

SUBSCRIBER, were true and accurate in all material respects. g. CONTEMPORANEOUS SALE OF COMMON STOCK. Simultaneously with and as a condition to the sale of the Shares to the SUBSCRIBER, the ISSUER, on terms which are not more favorable than the terms of the sale of Shares to Subscriber, is selling to Jeffrey L. Parker and his affiliates/relatives for a purchase price of $2,500,000 that number of shares of common stock of the ISSUER equal to $2,500,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the common stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by the Nasdaq Stock Market, Inc. by (z) five. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages,

SUBSCRIBER, were true and accurate in all material respects. g. CONTEMPORANEOUS SALE OF COMMON STOCK. Simultaneously with and as a condition to the sale of the Shares to the SUBSCRIBER, the ISSUER, on terms which are not more favorable than the terms of the sale of Shares to Subscriber, is selling to Jeffrey L. Parker and his affiliates/relatives for a purchase price of $2,500,000 that number of shares of common stock of the ISSUER equal to $2,500,000 divided by the quotient obtained by dividing (y) the sum of the closing bid prices of the common stock of the ISSUER for the five consecutive trading days ending the trading day immediately prior to the date of this Subscription Agreement, as such prices are reported by the Nasdaq Stock Market, Inc. by (z) five. 4. REPRESENTATIONS AND WARRANTIES MADE AT CLOSING; INDEMNIFICATION. Each party making the representations and warranties contained in Sections 2 and 3 also represents and warrants that they shall be true and accurate as of the Closing Date. If either party has knowledge, prior to the Closing Date that any such representations and warranties made by it shall not be true and accurate in any respect, such party will give written notice of such fact to the other party specifying which representations and warranties are not true and accurate and the reasons therefor. Each party to this Subscription Agreement agrees to fully indemnify, defend and hold harmless the other party, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, which may result from a breach of such party's representations, warranties and covenants contained herein. 5. LEGEND. SUBSCRIBER understands that the ISSUER will instruct its transfer agent to place a stop transfer order with respect to the certificates representing the Shares and that such certificates will bear the following legend, as well as a legend describing the restriction referred to in the last sentence of Section 7(a) hereof: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Transfer of these shares is prohibited except pursuant to registration under the Securities Act or pursuant to an available exemption from registration." 6. CLOSING DATE. The date of issuance and sale of the Shares ("Closing Date") shall be on such date as may be mutually agreed to, but not later than March 31, 2003. 7. REGISTRATION RIGHT. a. REGISTRATION. The ISSUER shall file a registration statement under the Securities Act ("Registration Statement") with the Securities and Exchange Commission registering the Shares for re-offer and re-sale. The ISSUER agrees to have the Registration Statement declared effective six months after Closing Date ("Anniversary"). Once the Registration Statement is declared effective, the ISSUER shall keep the Registration Statement effective and current until all the securities registered thereunder are sold or may be sold freely in any 90 day period 5

without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such

without registration under an appropriate exemption under the Securities Act. If the Registration Statement has not been declared effective by the Anniversary or, if it is so declared effective but after the Anniversary becomes subject to a stop order or is not otherwise current for use by SUBSCRIBER, then during such periods, the SUBSCRIBER may demand on no more than an aggregate of three separate occasions to have its Shares registered on a registration statement filed with the Securities and Exchange Commission or have such securities included on any other applicable registration statement filed by ISSUER, which "demand" and "piggyback" registration rights will be subject to such reasonable terms as are ordinarily offered to investors purchasing similar securities to those purchased under this Subscription Agreement. b. TERMS. The ISSUER shall bear all of its fees and expenses attendant to registering the Shares, but SUBSCRIBER shall pay any and all underwriting commissions and the expenses of any legal counsel selected by SUBSCRIBER to represent it in connection with the registration or sale of the Shares. Promptly upon request, ISSUER will provide to SUBSCRIBER such number of copies of the prospectus forming a part of the Registration Statement as are reasonably requested by the SUBSCRIBER, and all supplements to such prospectus. ISSUER will promptly notify SUBSCRIBER at any time that the Registration Statement or the prospectus may not be used either due to the change of material information contained therein or the omission of material information therefrom or upon the receipt by the ISSUER of a cease and desist or stop order of the Securities and Exchange Commission. The ISSUER will use its commercially reasonably efforts to amend or supplement the Registration Statement to permit its continued use by the SUBSCRIBER. c. INDEMNIFICATION BY THE ISSUER. The ISSUER agrees to indemnify and hold harmless SUBSCRIBER, its directors and officers and each person, if any, who controls SUBSCRIBER within the meaning of the Securities Act and/or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which SUBSCRIBER or such person may become subject, under the Securities Act, Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any prospectus or registration statement for the Shares or (B) in any blue sky application or other document executed by the ISSUER specifically for blue sky purposes or based upon any other written information furnished by the ISSUER or on its behalf to any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information being hereinafter called a "Blue Sky Application"), or (ii) the omission or alleged omission by the ISSUER to state in any prospectus or registration statement for the Shares or in any Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse SUBSCRIBER and each such person for any legal or other expenses 6

reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement.

reasonably incurred by SUBSCRIBER or such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the ISSUER will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information regarding SUBSCRIBER which is furnished in writing to the ISSUER by SUBSCRIBER or its representatives for inclusion in any registration statement for the Shares or any such Blue Sky Application ("Non-Indemnity Events"). d. INDEMNIFICATION BY THE SUBSCRIBER. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement. e. PROCEDURE. Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 7 as to the particular item for which indemnification is then being sought (if such failure materially prejudices the indemnifying party), but not from any other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense thereof, with counsel who shall be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of 7

any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. g. EQUITABLE CONSIDERATIONS. The ISSUER and the SUBSCRIBER agree that it would not be just

any claim or action effected without the consent of such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action unless (i) there is no finding or admission of any violation or wrongdoing, and (ii) such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. f. CONTRIBUTION. If the indemnification provided for in this Section 7 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the ISSUER on the one hand, and of the SUBSCRIBER on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the ISSUER on the one hand, and the SUBSCRIBER on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the ISSUER, and its relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. g. EQUITABLE CONSIDERATIONS. The ISSUER and the SUBSCRIBER agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. h. ATTORNEYS' FEES. The amount payable by a party under this Section 7 as a result of the losses, claims, damages, liabilities or expenses referred to above will be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim (including, without limitation, fees and disbursements of counsel incurred by an indemnified party in any action or proceeding between the indemnifying party and indemnified party or between the indemnified party and any third party or otherwise). i. DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish to the ISSUER a completed and executed questionnaire provided by the ISSUER requesting information customarily sought of selling security holders. 8. PREEMPTIVE RIGHT. So long as Leucadia National Corporation ("Leucadia") beneficially owns at least 20% of the Shares sold to them on March 26, 2003, on May 22, 2000 and may be acquired by Leucadia under the Purchase Option dated May 22, 2000 ("Purchase 8

Option"), if ISSUER elects to sell, for cash, New Securities (as hereinafter defined) at any time prior to the four year anniversary date of this Subscription Agreement, SUBSCRIBER will have the right to purchase from ISSUER on the same terms as the proposed sale, up to that number of securities being offered as will maintain its then percentage ownership of ISSUER's Common Stock calculated on a fully diluted basis, but based solely on the Shares purchased by Leucadia on Marcy 26, 2003 and under the Subscription Agreement dated May 22, 2000 and underlying the Purchase Option and not including any additional shares of Common Stock which may be owned by Leucadia. ISSUER shall give notice to the SUBSCRIBER in writing ("ISSUER Notice") at least ten business days prior to the proposed closing date of such proposed sale. The ISSUER Notice shall describe in reasonable detail the proposed sale including, without limitation, the nature and number of securities to be sold, the nature of such sale, the consideration to be paid, and the name and address of the prospective purchasers ("Buyer"). Upon the giving of the ISSUER Notice, SUBSCRIBER shall have the right, but not the obligation, exercisable by written notice to the ISSUER within five business days after receipt of the ISSUER Notice, to indicate to ISSUER its desire to purchase its permitted number of securities being sold in the proposed sale on the same terms and conditions as ISSUER is selling the securities in the proposed sale. The SUBSCRIBER will purchase the securities to be offered and purchased under this section at the same time as the closing of the proposed sale, and if SUBSCRIBER does not elect to purchase any of the shares of common stock within said

Option"), if ISSUER elects to sell, for cash, New Securities (as hereinafter defined) at any time prior to the four year anniversary date of this Subscription Agreement, SUBSCRIBER will have the right to purchase from ISSUER on the same terms as the proposed sale, up to that number of securities being offered as will maintain its then percentage ownership of ISSUER's Common Stock calculated on a fully diluted basis, but based solely on the Shares purchased by Leucadia on Marcy 26, 2003 and under the Subscription Agreement dated May 22, 2000 and underlying the Purchase Option and not including any additional shares of Common Stock which may be owned by Leucadia. ISSUER shall give notice to the SUBSCRIBER in writing ("ISSUER Notice") at least ten business days prior to the proposed closing date of such proposed sale. The ISSUER Notice shall describe in reasonable detail the proposed sale including, without limitation, the nature and number of securities to be sold, the nature of such sale, the consideration to be paid, and the name and address of the prospective purchasers ("Buyer"). Upon the giving of the ISSUER Notice, SUBSCRIBER shall have the right, but not the obligation, exercisable by written notice to the ISSUER within five business days after receipt of the ISSUER Notice, to indicate to ISSUER its desire to purchase its permitted number of securities being sold in the proposed sale on the same terms and conditions as ISSUER is selling the securities in the proposed sale. The SUBSCRIBER will purchase the securities to be offered and purchased under this section at the same time as the closing of the proposed sale, and if SUBSCRIBER does not elect to purchase any of the shares of common stock within said five days, then SUBSRIBER will be deemed to have waived its right to buy such offered shares. For purposes of this Section 8, "New Securities" means any shares of capital stock of the ISSUER, including Common Stock and preferred stock, whether now authorized or not, and rights, options or warrants to purchase said shares of Common Stock or preferred stock of the ISSUER, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or preferred stock; provided, however, "New Securities" does not include (i) the shares of Common Stock issuable upon exercise of the Purchase Option as such term is defined under the Subscription Agreement dated May 22, 2000, (ii) securities issuable upon exercise or conversion of securities outstanding on the date hereof, (iii) securities offered to the public generally pursuant to a registration statement under the Securities Act, (iv) securities issued to employees, officers or directors of, or consultants to, the ISSUER, or issued or issuable to banks or other institutional lenders or lessors in connection with capital asset leases or borrowings for the acquisition of capital assets, landlords, or other providers of goods and services to the ISSUER, in each case, if pursuant to any arrangement approved by the board of directors of the ISSUER (including securities issued upon exercise or conversion of any such securities), (v) securities issued for cash, not to exceed $500,000,(excluding shares sold to the Parker family and Leucadia) in any private placement by ISSUER subject to an agreement entered into within ten business days after the date of this Subscription Agreement (including securities issued upon exercise or conversion of any such securities), or (vi) any issuance of capital stock of the ISSUER upon the exercise or conversion of derivative securities, the issuance of which triggered the pre-emptive rights set forth in this Section 8. This provision will be deemed to supersede Section 8 "Preemptive Right" of the Subscription Agreement dated May 22, 2000. 9. DISCLOSURE. Neither the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription Agreement without the written consent of the other party hereto, unless required by law or regulation or judicial action. The SUBSCRIBER agrees that ISSUER may issue a press release in the form attached as Exhibit A hereto and provide substantially similar disclosure about this transaction in its Exchange Act Reports and other documents filed with the Securities and Exchange Commission. 9

10. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at its address set forth herein. Such mailing shall be deemed personal service and shall be legal and binding upon the ISSUER and SUBSCRIBER in any action, proceeding or claim. The ISSUER and SUBSCRIBER agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

10. GOVERNING LAW. This Subscription Agreement shall be governed by and interpreted in accordance with the rulings of the laws of the State of Florida without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the Middle District of Florida, Jacksonville Division and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the ISSUER and SUBSCRIBER may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at its address set forth herein. Such mailing shall be deemed personal service and shall be legal and binding upon the ISSUER and SUBSCRIBER in any action, proceeding or claim. The ISSUER and SUBSCRIBER agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 11. ENTIRE AGREEMENT. This Subscription Agreement constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and supersedes any and all prior or contemporaneous representations, warrants, agreements and understandings in connection therewith. This Subscription Agreement may be amended only by a writing executed by all parties hereto. 12. NOTICES. Any notice or other document required or permitted to be given or delivered to the parties to this Subscription Agreement shall be personally delivered or sent by facsimile or other form of electronic transmission to the party at the address or addresses or telecopier number on the signature page hereto. Unless otherwise specified in this agreement, all notices and other documents given under this agreement shall be deemed to have been duly given when delivered, if personally delivered, and when transmitted if sent by facsimile or other form of electronic transmission. 10

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below.
DAVID CUMMING PARKERVISION, INC.

/s/ David Cumming -----------------------------

By: /s/ Jeffrey L. Parker --------------------Name: Jeffrey L. Parker Title: Chief Executive Officer Jeffrey L. Parker, CEO 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125 with a copy to David Alan Miller, Esq. Graubard Miller 600 Third Avenue New York, New York 10016 Facsimile (212) 818-8881

Notice Addresses: P.O. Box 1215 ParkerVision, Inc. Kamas, Utah 84036 Email: dcumming @allwest.net

11

22.1 Table of Subsidiaries

IN WITNESS WHEREOF, this Subscription Agreement was duly executed on the date first written below.
DAVID CUMMING PARKERVISION, INC.

/s/ David Cumming -----------------------------

By: /s/ Jeffrey L. Parker --------------------Name: Jeffrey L. Parker Title: Chief Executive Officer Jeffrey L. Parker, CEO 8493 Baymeadows Way Jacksonville, Florida 32256 Facsimile: (904) 731-7125 with a copy to David Alan Miller, Esq. Graubard Miller 600 Third Avenue New York, New York 10016 Facsimile (212) 818-8881

Notice Addresses: P.O. Box 1215 ParkerVision, Inc. Kamas, Utah 84036 Email: dcumming @allwest.net

11

22.1 Table of Subsidiaries Name State of Incorporation D2D, LLC Virginia Direct2Data Technologies, Inc. Florida

23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33317683 and 333-58286) and the Registration Statements on Form S-8 (Nos. 33-93658, 333-62497, 33343452, and 333-89284) of ParkerVision, Inc. and its subsidiary of our report dated March 27, 2003 relating to the consolidated financial statements and consolidated financial statement schedule, which appears in this Form10-K.
/s/ PricewaterhouseCoopers LLP ---------------------------------------PricewaterhouseCoopers LLP Jacksonville, Florida March 27, 2003

EXHIBIT 99.1

22.1 Table of Subsidiaries Name State of Incorporation D2D, LLC Virginia Direct2Data Technologies, Inc. Florida

23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33317683 and 333-58286) and the Registration Statements on Form S-8 (Nos. 33-93658, 333-62497, 33343452, and 333-89284) of ParkerVision, Inc. and its subsidiary of our report dated March 27, 2003 relating to the consolidated financial statements and consolidated financial statement schedule, which appears in this Form10-K.
/s/ PricewaterhouseCoopers LLP ---------------------------------------PricewaterhouseCoopers LLP Jacksonville, Florida March 27, 2003

EXHIBIT 99.1 RISK FACTORS PARKERVISION HAS A HISTORY OF LOSSES, AND ITS OPERATING LOSSES ARE EXPECTED TO CONTINUE. ParkerVision has had losses in each year since its inception in 1989. There can be no assurance that the current technology or products or technologies being developed will produce revenues that will cover operational expenses or result in net profits. PARKERVISION MAY REQUIRE ADDITIONAL CAPITAL TO FUND ITS OPERATIONS. Because ParkerVision has had net losses and has not generated positive cash flow from operations, it has funded its operating losses to date from the sale of equity securities from time to time, including the sale of common stock in March 2003. The Company's business plan for 2003 and thereafter requires significant expenditures. Although ParkerVision currently has working capital sufficient for at least the next twelve months, it may require additional capital in the future for research and development, manufacturing and continued operating losses. Financing, if any, may be in the form of loans or additional sales of equity securities. A loan or the sale of preferred stock may result in the imposition of operational limitations and other covenants and payment obligations, any of which may be burdensome to ParkerVision. The sale of equity securities will result in dilution to the current stockholders' ownership of ParkerVision. ParkerVision does not have any plans or arrangements for additional financing at this time. MICROELECTRONIC HARDWARE AND SOFTWARE IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES THAT REQUIRE PARKERVISION TO DEVELOP AND MARKET ENHANCEMENTS TO CURRENT PRODUCTS AND DEVELOP NEW PRODUCTS.

23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33317683 and 333-58286) and the Registration Statements on Form S-8 (Nos. 33-93658, 333-62497, 33343452, and 333-89284) of ParkerVision, Inc. and its subsidiary of our report dated March 27, 2003 relating to the consolidated financial statements and consolidated financial statement schedule, which appears in this Form10-K.
/s/ PricewaterhouseCoopers LLP ---------------------------------------PricewaterhouseCoopers LLP Jacksonville, Florida March 27, 2003

EXHIBIT 99.1 RISK FACTORS PARKERVISION HAS A HISTORY OF LOSSES, AND ITS OPERATING LOSSES ARE EXPECTED TO CONTINUE. ParkerVision has had losses in each year since its inception in 1989. There can be no assurance that the current technology or products or technologies being developed will produce revenues that will cover operational expenses or result in net profits. PARKERVISION MAY REQUIRE ADDITIONAL CAPITAL TO FUND ITS OPERATIONS. Because ParkerVision has had net losses and has not generated positive cash flow from operations, it has funded its operating losses to date from the sale of equity securities from time to time, including the sale of common stock in March 2003. The Company's business plan for 2003 and thereafter requires significant expenditures. Although ParkerVision currently has working capital sufficient for at least the next twelve months, it may require additional capital in the future for research and development, manufacturing and continued operating losses. Financing, if any, may be in the form of loans or additional sales of equity securities. A loan or the sale of preferred stock may result in the imposition of operational limitations and other covenants and payment obligations, any of which may be burdensome to ParkerVision. The sale of equity securities will result in dilution to the current stockholders' ownership of ParkerVision. ParkerVision does not have any plans or arrangements for additional financing at this time. MICROELECTRONIC HARDWARE AND SOFTWARE IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES THAT REQUIRE PARKERVISION TO DEVELOP AND MARKET ENHANCEMENTS TO CURRENT PRODUCTS AND DEVELOP NEW PRODUCTS. Because of the rapid technological development that regularly occurs in the microelectronics industry, ParkerVision must continually devote substantial resources to developing and improving its technology and introducing new product offerings and creating new products. This is necessary to establish and increase market share and grow revenues. If another company offers better products or ParkerVision development lags, a competitive position or market window opportunity may be lost, and therefore the revenues or the potential of revenues of ParkerVision may be adversely affected. PARKERVISION EXPENDS SIGNIFICANT RESOURCES FOR RESEARCH AND DEVELOPMENT OF NEW PRODUCTS AND TECHNOLOGY THAT ULTIMATELY MAY NOT BE COMMERCIALLY ACCEPTED.

EXHIBIT 99.1 RISK FACTORS PARKERVISION HAS A HISTORY OF LOSSES, AND ITS OPERATING LOSSES ARE EXPECTED TO CONTINUE. ParkerVision has had losses in each year since its inception in 1989. There can be no assurance that the current technology or products or technologies being developed will produce revenues that will cover operational expenses or result in net profits. PARKERVISION MAY REQUIRE ADDITIONAL CAPITAL TO FUND ITS OPERATIONS. Because ParkerVision has had net losses and has not generated positive cash flow from operations, it has funded its operating losses to date from the sale of equity securities from time to time, including the sale of common stock in March 2003. The Company's business plan for 2003 and thereafter requires significant expenditures. Although ParkerVision currently has working capital sufficient for at least the next twelve months, it may require additional capital in the future for research and development, manufacturing and continued operating losses. Financing, if any, may be in the form of loans or additional sales of equity securities. A loan or the sale of preferred stock may result in the imposition of operational limitations and other covenants and payment obligations, any of which may be burdensome to ParkerVision. The sale of equity securities will result in dilution to the current stockholders' ownership of ParkerVision. ParkerVision does not have any plans or arrangements for additional financing at this time. MICROELECTRONIC HARDWARE AND SOFTWARE IS SUBJECT TO RAPID TECHNOLOGICAL CHANGES THAT REQUIRE PARKERVISION TO DEVELOP AND MARKET ENHANCEMENTS TO CURRENT PRODUCTS AND DEVELOP NEW PRODUCTS. Because of the rapid technological development that regularly occurs in the microelectronics industry, ParkerVision must continually devote substantial resources to developing and improving its technology and introducing new product offerings and creating new products. This is necessary to establish and increase market share and grow revenues. If another company offers better products or ParkerVision development lags, a competitive position or market window opportunity may be lost, and therefore the revenues or the potential of revenues of ParkerVision may be adversely affected. PARKERVISION EXPENDS SIGNIFICANT RESOURCES FOR RESEARCH AND DEVELOPMENT OF NEW PRODUCTS AND TECHNOLOGY THAT ULTIMATELY MAY NOT BE COMMERCIALLY ACCEPTED. ParkerVision devotes substantial resources to research and development. There can be no assurance that the results of the research and the product development will produce commercially viable technologies and products. If new technologies and products are not commercially accepted, the funds expended will not be recoverable, and ParkerVision's competitive and financial position may be adversely affected. 1

PARKERVISION NEEDS TO ACHIEVE MARKET ACCEPTANCE OF ITS D2D TECHNOLOGY. The ParkerVision wireless technology represents a significant change in the architecture of wireless radiofrequency communications. To achieve market acceptance, the Company will need to demonstrate the benefits of its technology over more traditional solutions through the development of application solutions and aggressive marketing to wireless products companies. In many respects, because the D2D technology is such a radically different approach in its industry, it is very difficult for ParkerVision to predict the final economic benefits to users of the technology and the financial rewards that ParkerVision might expect. If the D2D technology is not established in the market place as an improvement over current, traditional solutions in wireless communications, our business and financial condition will be adversely affected.

PARKERVISION NEEDS TO ACHIEVE MARKET ACCEPTANCE OF ITS D2D TECHNOLOGY. The ParkerVision wireless technology represents a significant change in the architecture of wireless radiofrequency communications. To achieve market acceptance, the Company will need to demonstrate the benefits of its technology over more traditional solutions through the development of application solutions and aggressive marketing to wireless products companies. In many respects, because the D2D technology is such a radically different approach in its industry, it is very difficult for ParkerVision to predict the final economic benefits to users of the technology and the financial rewards that ParkerVision might expect. If the D2D technology is not established in the market place as an improvement over current, traditional solutions in wireless communications, our business and financial condition will be adversely affected. IF PARKERVISION'S PATENTS DO NOT PROVIDE THE ANTICIPATED MARKET PROTECTIONS, ITS COMPETITIVE POSITION WILL BE ADVERSELY AFFECTED. ParkerVision has a large number of patents and patent applications relating to its microelectronic technologies. ParkerVision relies on these to provide competitive advantage and protect it from theft of its intellectual property. ParkerVision believes that many of these patents are for entirely new technologies. If the patents are not issued or issued patents are later shown not to be as broad as currently believed or otherwise challenged such that some or all of the protection is lost, ParkerVision will suffer adverse effects from the loss of competitive advantage and its ability to offer unique products and technologies. Consequently, there would be an adverse impact on its financial condition and business prospects. PARKERVISION WIRELESS COMMUNICATIONS USE RADIO FREQUENCY TECHNOLOGY SUBJECT TO REGULATION BY THE FEDERAL COMMUNICATIONS COMMISSION. ParkerVision must obtain approvals from the United States Federal Communications Commission for the regulatory compliance of its products. ParkerVision may also have to obtain approvals from equivalent foreign government agencies where its products are sold internationally. The inability to obtain any required approvals, or a change in current regulation that impacts issued approvals or the approval process, may have an adverse impact on the ability of ParkerVision to market its products and on the business prospects of ParkerVision. THE PVTV AND CAMERA SYSTEM PRODUCTS COMPETE WITH OTHER PRODUCTS. The broadcast studio production industry is highly competitive. There are many other companies that offer products that singly or in combination can compete directly or indirectly with those of ParkerVision. ParkerVision, however, believes that no one competing product offers the range of options and capabilities of the PVTV and Parkervision camera system products in the tasks for which these products have been designed. The principal competitors include Chryon Corporation, Harris Corporation, Pinnacle Systems, Leitch Technology Corporation, Seachange Corporation, Sony Corporation, and Thompson/Grass Valley, among others. Each of these companies are well established, have substantially greater financial and other resources and have established reputations or success in the development, sale and service of products. They also have significant advertising budgets that permit them to implement extensive advertising and promotional campaigns in response to competitors. 2

If these or other companies improve or change their products or launch significant marketing efforts in the market segments in which ParkerVision operates, ParkerVision may lose market share and revenue opportunities. PARKERVISION EXPECTS COMPETITION IN CONNECTION WITH ITS DIRECT2DATA TECHNOLOGY. Although the D2D technology of ParkerVision is believed to be a significant technological advancement, it will face competition from older technological solutions until the ParkerVision products are more widely acknowledged and utilized. This technology may also face competition from other emerging approaches or new technological advances which are under development and have not yet emerged.

If these or other companies improve or change their products or launch significant marketing efforts in the market segments in which ParkerVision operates, ParkerVision may lose market share and revenue opportunities. PARKERVISION EXPECTS COMPETITION IN CONNECTION WITH ITS DIRECT2DATA TECHNOLOGY. Although the D2D technology of ParkerVision is believed to be a significant technological advancement, it will face competition from older technological solutions until the ParkerVision products are more widely acknowledged and utilized. This technology may also face competition from other emerging approaches or new technological advances which are under development and have not yet emerged. PARKERVISION OBTAINS CRITICAL COMPONENTS AND MANUFACTURING SERVICES FOR ITS PRODUCTS FROM VARIOUS SUPPLIERS WHICH PUTS PARKERVISION AT RISK IF THEY DO NOT FULFILL THE PARKERVISION NEEDS OR INCREASE PRICES THAT CANNOT BE PASSED ON. Both the video product and wireless divisions of ParkerVision obtain critical components from various suppliers and manufacturers. Some of these are single sources. Because ParkerVision depends on outside sources for supplies and manufacturing of various parts of its products, ParkerVision is at risk that it may no obtain these components on a timely basis, or at all due to lack of capacity, parts shortages in the overall marketplace and other fulfillment obligations of these sources, among other things. If ParkerVision is unable to obtain its components from the current sources, its business would be disrupted, and it might have to expend some of its resources to modify its products. In addition, ParkerVision is at risk for increases in prices imposed by these sources over which ParkerVision has no control. Any inability of ParkerVision to obtain components or absorb price increases may have an adverse effect on its own ability to fulfill orders and on its financial condition. PARKERVISION IS DEPENDENT ON ACCEPTANCE OF ITS PVTV PRODUCTS IN HIGH PROFILE MARKETS. IF PVTV PRODUCTS DO NOT SUCCEED IN THESE MARKETS, PARKERVISION'S REVENUES WILL BE SIGNIFICANTLY AFFECTED. The PVTV products have been marketed to a limited number of high profile potential users. If the products do not meet the expected requirements of these customers or the market in general, ParkerVision may lose product acceptance and market share in these and other comparable markets. The loss of these customers and markets would diminish future marketing opportunities and presence in the broadcast market segment in which it seeks to be a presence and adversely effect future revenue development. PARKERVISION BELIEVES THAT IT WILL RELY IN THE NEAR FUTURE ON KEY BUSINESS RELATIONSHIPS FOR THE SUCCESSFUL COMMERCIALIZATION OF ITS D2D TECHNOLOGY, WHICH IF LOST, WILL HAVE AN ADVERSE IMPACT ON ACHIEVING MARKET AWARENESS AND ACCEPTANCE AND LOSS OF BUSINESS OPPORTUNITY. To achieve market awareness and acceptance of its D2D technology, as part of its business strategy, ParkerVision will enter into a variety of business relationships with other companies which will incorporate the D2D technology into their products. Therefore, ParkerVision's successful commercialization of the D2D technology will depend on its ability to 3

meet its obligations under the contracts in respect of its D2D technology and related development requirements and the other parties using the D2D technology as agreed. The failure of the business relationships will limit the commercialization of the ParkerVision D2D technology which will have an adverse impact on the business development of the company and its ability to generate revenues and recover development expenses. PARKERVISION HAS LIMITED EXPERIENCE IN THE COMMERCIAL DESIGN AND MANUFACTURE OF ELECTRONIC CHIPS WHICH MAY RESULT IN PRODUCTION INADEQUACIES, DELAYS AND REJECTION.

meet its obligations under the contracts in respect of its D2D technology and related development requirements and the other parties using the D2D technology as agreed. The failure of the business relationships will limit the commercialization of the ParkerVision D2D technology which will have an adverse impact on the business development of the company and its ability to generate revenues and recover development expenses. PARKERVISION HAS LIMITED EXPERIENCE IN THE COMMERCIAL DESIGN AND MANUFACTURE OF ELECTRONIC CHIPS WHICH MAY RESULT IN PRODUCTION INADEQUACIES, DELAYS AND REJECTION. As ParkerVision begins to commercialize its D2D technology, it plans to manufacture some of the electronic chips that employ its proprietary designs for supply to end users. ParkerVision has limited experience in the commercial design and the manufacture of these kinds of electronic chips. If there are design flaws or manufacturing errors resulting from the inexperience, there may be resulting delays or loss of customer acceptance of the electronic chips. Either of these may be a breach of supply agreements or may cause a loss of customer willingness to use ParkerVision products. These may result in loss of commercialization opportunities as well as revenues and cause additional, unanticipated expenses with adverse financial effect. PARKERVISION IS HIGHLY DEPENDENT ON MR. JEFFERY PARKER AS ITS CHIEF EXECUTIVE OFFICER. Because of Mr. Parker's position in the company and the respect he has garnered in the industries in which ParkerVision operates and from the investment community, the loss of the services of Mr. Parker could be seen as an impediment to the execution of the ParkerVision business plan. If Mr. Parker were no longer available to the company, investors may experience an adverse impact on their investment. PARKERVISION IS DEPENDENT ON HIRING HIGHLY SKILLED EMPLOYEES. The business of ParkerVision is very specialized in the areas of automated broadcast and production systems and video camera control systems and wireless direct conversion technology. Because these areas of business are extremely specialized, ParkerVision is dependent on having skilled and specialized employees to conduct its research and development activities, manufacturing, marketing and support. The inability to obtain these kinds of persons will have an adverse impact on its business development and may prevent ParkerVision successfully implementing its current plans. PARKERVISION FACES INTENSE COMPETITION IN ITS HIRING PROGRAM FOR THE KINDS OF EMPLOYEES IT REQUIRES. Because ParkerVision needs highly skilled employees and persons with very specialized experience, there tends to be relatively few persons available that meet its requirements. Generally, ParkerVision has experienced a small pool of persons in the labor markets in which it must seek its employees. Therefore, when hiring, ParkerVision encounters intense competition from other telecommunications, electronics and technically orientated companies. To meet this competition ParkerVision often is required to fashion superior compensation packages and to develop a working environment conducive to attracting the kinds of person the company needs. 4

It also has to pay recruiting fees. ParkerVision may experience an inability to obtain the services of required personnel and a high cost of labor in some areas. The former may prevent ParkerVision from implementing its business plan as intended and the latter may result in additional expense in its operations which may not be recoverable. One or the other or both may place ParkerVision at an overall disadvantage comparative to other companies. THE OUTSTANDING OPTIONS AND WARRANTS MAY EFFECT THE MARKET PRICE AND LIQUIDITY OF THE COMMON STOCK. ParkerVision has outstanding options, warrants and purchase options to purchase 6,518,250 shares of its common stock at December 31, 2002. This represents about 32% of the common stock outstanding on a fully

It also has to pay recruiting fees. ParkerVision may experience an inability to obtain the services of required personnel and a high cost of labor in some areas. The former may prevent ParkerVision from implementing its business plan as intended and the latter may result in additional expense in its operations which may not be recoverable. One or the other or both may place ParkerVision at an overall disadvantage comparative to other companies. THE OUTSTANDING OPTIONS AND WARRANTS MAY EFFECT THE MARKET PRICE AND LIQUIDITY OF THE COMMON STOCK. ParkerVision has outstanding options, warrants and purchase options to purchase 6,518,250 shares of its common stock at December 31, 2002. This represents about 32% of the common stock outstanding on a fully diluted basis. Approximately 1% of these securities have exercise prices at less than the current market price of the common stock. All of the underlying common stock of these securities is or will be registered for sale by ParkerVision to the option holder or for public sale by the security holder. The amount of common stock available for the sales may have an adverse impact on ParkerVision's ability to raise capital in the public market and may affect the price and liquidity of the common stock in the public market. In addition, the issuance of these shares of common stock will have a dilutive effect on the current stockholders' ownership of ParkerVision. THE MARKET OF THE PARKERVISION COMMON STOCK HAS FLUCTUATED SIGNIFICANTLY, SOMETIMES IN A MANNER UNRELATED TO ITS PERFORMANCE. The market price of the common stock has fluctuated widely in response to various factors and events. These include: o the number of shares of common stock being sold and purchased in the marketplace, o variations in operating results, o rumors of significant events which can circulate quickly in the marketplace, particularly over the internet, and o the difference between actual results and the results expected by investors and analysts. Since the common stock has been publicly traded, its market price has fluctuated over a wide range and ParkerVision expects it to continue to do so in the future. In addition, the stock market had experienced broad price and volume fluctuations in recent years that have often been unrelated to the operating performance of companies. These broad market fluctuations also may adversely affect the market price of the common stock. PROVISIONS IN THE CERTIFICATE OF THE INCORPORATION AND BY-LAWS COULD HAVE AFFECTS THAT CONFLICT WITH THE INTEREST OF STOCKHOLDERS. Some provisions in the certificate of incorporation and by-laws of ParkerVision could make it more difficult for a third party to acquire control. For example, the board of directors has the ability to issue preferred stock without stockholder approval and there are pre-notification provisions for director nominations and submissions of proposals from stockholders to a vote by all the stockholders under the by-laws. Florida law also has antitakeover provisions. 5


				
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