Exhibit 10.6

                                VOTING AGREEMENT

         This VOTING AGREEMENT (this "Agreement") is entered into as of February
25, 2004, by and among  Thomson  Broadcast & Media  Solutions,  Inc., a Delaware
corporation ("Lead Purchaser") and Thomson Licensing, S.A., a French corporation
("Patent Purchaser" and collectively with Lead Purchaser, the "Purchasers",  and
each  individually,  a "Purchaser") and Jeffrey Parker,  J-Parker Family Limited
Partnership,  Eric Parker,  Sari Parker,  Joshua Parker,  Todd Parker,  T-Parker
Family Limited Partnership,  Juanita Jean Parker (Todd Parker's spouse),  Stacie
Wilf, S-Parker Wilf Family Limited Partnership, Parker Wilf, David Wilf, Barbara
Parker  and  William   Sammons  (each  a   "Shareholder"   and   together,   the
"Shareholders"),  and solely for  purposes of Article V hereof,  Deborah  Parker
(Jeffrey Parker's  spouse),  Larry Wilf (Stacie Wilf's spouse) and Chris Sammons
(William  Sammons'  spouse)  (each  of the  persons  in  this  preamble  who are
parenthetically  described as a Shareholder's spouse shall be referred to herein
as a "Spouse").

         WHEREAS,  as  of  the  date  hereof,  each  of  the  Shareholders  owns
beneficially  of  record or has the power to vote,  or direct  the vote of,  the
number of shares of common  stock,  par value $0.01 per share  ("Company  Common
Stock"),  of  ParkerVision,  Inc. a Florida  corporation  (the "Company") as set
forth  opposite  such  Shareholder's  name on Exhibit A hereto (all such Company
Common Stock and any shares of Company Common Stock of which ownership of record
or the power to vote is  hereafter  acquired  by the  Shareholders  prior to the
termination of this Agreement being referred to herein as the "Shares");

         WHEREAS,  Purchasers  and the  Company  propose  to enter into an Asset
Purchase  Agreement,  dated as of even date herewith (as the same may be amended
from time to time, the "Asset Purchase  Agreement";  capitalized  terms used but
not defined in this  Agreement  shall have the meanings  ascribed to them in the
Asset Purchase  Agreement),  which  provides,  upon the terms and subject to the
conditions  thereof,  for the sale of the Company's  video  division and related
assets and business to Purchasers (the "Acquisition"); and

         WHEREAS,  as a condition to the willingness of Purchasers to enter into
the Asset Purchase  Agreement,  Purchasers have requested that the  Shareholders
agree,  and,  in order to induce  Purchasers  to enter  into the Asset  Purchase
Agreement,  the  Shareholders  have  agreed,   severally,  to  enter  into  this
Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
agreements and covenants set forth herein and in the Asset  Purchase  Agreement,
and  intending to be legally bound  hereby,  the parties  hereto hereby agree as
follows:

                                   ARTICLE I

                          TRANSFER AND VOTING OF SHARES

         SECTION 1.01  Transfer of Shares.  No  Shareholder  shall,  directly or
indirectly,  (a)  sell,  pledge  or  otherwise  dispose  of any  or all of  such
Shareholder's Shares, (b) deposit any Shares into a voting trust or enter into a
voting  agreement or  arrangement  with respect to any Shares or grant any proxy
with respect thereto (other than as contemplated  hereunder),  or (c) enter into
any contract,  option or other arrangement or undertaking  (other than the Asset
Purchase Agreement) with respect to the direct or indirect  acquisition or sale,
assignment, transfer or other disposition of any Shares.


<PAGE>

         SECTION 1.02 Vote in Favor of Acquisition. During the period commencing
on the date hereof and  terminating  at the earlier of the Closing and such time
as the Asset Purchase Agreement is terminated  pursuant to Section 10.1 thereof,
each Shareholder,  solely in such Shareholder's capacity as a Shareholder of the
Company, agrees to vote (or cause to be voted) all Shares currently beneficially
owned by such Shareholder, and all Shares which such Shareholder acquires in the
future, at any meeting of the Shareholders of the Company,  and in any action by
written consent of the Shareholders of the Company, (i) in favor of the adoption
of the Asset Purchase  Agreement and approval of the  Acquisition  and the other
transactions  contemplated  by the Asset  Purchase  Agreement,  (ii) against any
merger,  consolidation,  sale of  assets,  recapitalization  or  other  business
combination  involving  the Company  (other than the  Acquisition)  or any other
action  or  agreement   that  would   result  in  a  breach  of  any   covenant,
representation  or warranty or any other  obligation or agreement of the Company
under the Asset Purchase Agreement or that would result in any of the conditions
to the  Company's  obligations  under the  Asset  Purchase  Agreement  not being
fulfilled,  and (iii) in favor of any other matter  relating to  consummation of
the transactions contemplated by the Asset Purchase Agreement.

         SECTION 1.03 Grant of Proxy; Further Assurances.  (a) Each Shareholder,
by this  Agreement,  with  respect to the Shares set out in Exhibit A hereto and
any Shares  hereinafter  acquired by such Shareholder,  does hereby  irrevocably
constitute and appoint each Purchaser,  acting  individually or jointly,  or any
nominee of such Purchaser,  with full power of substitution,  as his or its true
and lawful attorney and proxy,  for and in his or its name,  place and stead, to
vote each of such Shares as such Shareholder's  proxy, at every annual,  special
or adjourned meeting of the Shareholders of the Company  (including the right to
sign his or its name  (as  Shareholder)  to any  consent,  certificate  or other
document relating to the Company that may be permitted or required by applicable
law) (i) in favor of the adoption of the Asset  Purchase  Agreement and approval
of the Acquisition and the other transactions contemplated by the Asset Purchase
Agreement,   (ii)   against   any   merger,   consolidation,   sale  of  assets,
recapitalization or other business combination involving the Company (other than
the  Acquisition) or any other action or agreement that would result in a breach
of any covenant, representation or warranty or any other obligation or agreement
of the Company under the Asset Purchase Agreement or that would result in any of
the conditions to the Company's  obligations under the Asset Purchase  Agreement
not  being  fulfilled,  and  (iii) in  favor of any  other  matter  relating  to
consummation of the transactions  contemplated by the Asset Purchase  Agreement.
Each Shareholder acknowledges receipt and review of a copy of the Asset Purchase
Agreement.

              (b) Each  Shareholder  shall perform such further acts and execute
such further  documents and instruments as may reasonably be required to vest in
Purchasers the power to carry out the provisions of this Agreement.

         SECTION 1.04 Termination.  The obligations of the Shareholders pursuant
to this  Article I  (including  the grant of the proxy in  Section  1.03)  shall
terminate  upon  the  earlier  of (i)  the  Closing  and  (ii)  the  date of the
termination of the Asset Purchase Agreement pursuant to Section 10.1 thereof.

                                       2
<PAGE>

         SECTION 1.05 Obligations as Director and/or Officer. If any Shareholder
is a member of the board of directors of Company (a "Director") or an officer of
Company (an  "Officer"),  nothing in this Agreement  shall be deemed to limit or
restrict  the Director or Officer in acting in his or her capacity as a Director
or Officer of Company,  as the case may be, and  exercising his or her fiduciary
duties and responsibilities,  it being agreed and understood that this Agreement
shall apply to  Shareholder  solely in his or her capacity as a  shareholder  of
Company and shall not apply to his actions, judgments or decisions as a Director
or Officer of Company.


                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES;
                          COVENANTS OF THE SHAREHOLDERS

         Each Shareholder hereby severally  represents warrants and covenants to
Purchasers as follows:

         SECTION 2.01  Authorization.  Such  Shareholder has full legal capacity
and  authority  to enter  into this  Agreement  and to carry  out such  person's
obligations  hereunder.  This  Agreement has been duly executed and delivered by
such  Shareholder,  and (assuming due  authorization,  execution and delivery by
Purchasers and the other Shareholders) this Agreement constitutes a legal, valid
and binding obligation of such Shareholder, enforceable against such Shareholder
in accordance with its terms.

         SECTION 2.02 No Conflict; Required Filings and Consents.

              (a)  The  execution  and  delivery  of  this   Agreement  by  such
Shareholder do not, and the  performance  of this Agreement by such  Shareholder
will not, (i) conflict with or violate any Legal Requirement  applicable to such
Shareholder  or by which any property or asset of such  Shareholder  is bound or
affected,  or (ii) result in any breach of or  constitute a default (or an event
which with  notice or lapse of time or both would  become a default)  under,  or
give to others any right of termination, amendment, acceleration or cancellation
of, or result in the  creation of any  Encumbrance  on any  property or asset of
such Shareholder,  including,  without limitation,  the Shares, pursuant to, any
note, bond, mortgage,  indenture,  contract,  agreement, lease, license, permit,
franchise or other  instrument or obligation.  There is no beneficiary or holder
of a voting  trust  certificate  or other  interest  of any trust of which  such
Shareholder  is a trustee  whose  consent  is  required  for the  execution  and
delivery  of this  Agreement  or the  consummation  by such  Shareholder  of the
transactions contemplated by this Agreement.

              (b)  The  execution  and  delivery  of  this   Agreement  by  such
Shareholder  does not, and the performance of this Agreement by such Shareholder
will not, require any consent,  approval,  authorization or permit of, or filing
with or notification to, any governmental or regulatory  authority,  domestic or
foreign,  except (i) for  applicable  requirements,  if any,  of the  Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and (ii) where the
failure to obtain such consents,  approvals,  authorizations  or permits,  or to
make such filings or  notifications,  would not prevent or materially  delay the
performance by such  Shareholder of such  Shareholder's  obligations  under this
Agreement. Except pursuant to this Agreement, such Shareholder does not have any
understanding  with a third  party in effect  with  respect to the voting of any
Shares.



                                       3
<PAGE>

         SECTION 2.03  Litigation.  There is no private or governmental  action,
suit, proceeding, claim, arbitration or investigation pending before any agency,
court or tribunal, foreign or domestic, or, to the knowledge of such Shareholder
or any of such Shareholder's affiliates,  threatened against such Shareholder or
any of such  Shareholder's  affiliates or any of their respective  properties or
any of their respective officers or directors, in the case of a corporate entity
(in their  capacities as such) that,  individually  or in the  aggregate,  would
reasonably be expected to materially delay or impair such Shareholder's  ability
to consummate  the  transactions  contemplated  by this  Agreement.  There is no
judgment,  decree or order against such Shareholder or any of such Shareholder's
affiliates,   or,  to  the  knowledge  of  such   Shareholder  of  any  of  such
Shareholder's affiliates,  any of their respective directors or officers, in the
case of a corporate  entity (in their  capacities as such),  that would prevent,
enjoin,  alter or materially delay any of the transactions  contemplated by this
Agreement,  or that would  reasonably  be  expected  to have a material  adverse
effect on such Shareholder's ability to consummate the transactions contemplated
by this Agreement.

         SECTION  2.04  Title to  Shares.  Such  Shareholder  is the  legal  and
beneficial  owner of its  Shares  free and  clear  of all  Encumbrances,  except
restrictions  on each  Shareholder's  ability to transfer the Shares under state
and federal  securities  laws.  Except for this  Agreement,  there are no voting
trusts, shareholder agreements, proxies or other agreements or understandings in
effect with  respect to the voting or transfer of such  Shares.  Such Shares are
all the  securities  of the  Company  owned of  record or  beneficially  by such
Shareholder on the date of this Agreement,  other than Shares deemed owned under
options.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES;
                             COVENANTS OF PURCHASERS

         Purchasers hereby jointly and severally represent, warrant and covenant
to the Shareholders as follows:

         SECTION  3.01   Organization;   Authorization.   Each  Purchaser  is  a
corporation duly  incorporated,  validly existing and in good standing under the
laws of the  jurisdiction  of its  incorporation  (or,  in the  case  of  Patent
Purchaser, has equivalent status under the laws of France) and has all requisite
corporate  power and authority to own,  lease and operate its  properties and to
carry on its  business  as it is now being  conducted.  Each  Purchaser  has all
necessary  corporate  power and authority to execute and deliver this  Agreement
and to perform its  obligations  hereunder  and to consummate  the  transactions
contemplated by this Agreement.  The execution and delivery of this Agreement by
each  Purchaser  and the  consummation  by each  Purchaser  of the  transactions
contemplated  by this  Agreement  has been duly and  validly  authorized  by all
necessary  corporate  action and no other  corporate  proceedings on the part of
either  Purchaser  will be necessary to authorize  this  Agreement and the other
transactions  contemplated by this  Agreement.  This Agreement has been duly and
validly  executed  and  delivered  by  each  Purchaser  and,  assuming  the  due
authorization,  execution and delivery by the Shareholders, constitutes a legal,
valid  and  binding  obligation  of each  Purchaser,  enforceable  against  such
Purchaser in accordance with its terms.



                                       4
<PAGE>

         SECTION 3.02 No Conflict; Required Filings and Consents.

              (a) The execution and delivery of this Agreement by each Purchaser
and  the  performance  of  this  Agreement  by such  Purchaser  do not,  and the
performance  of this  Agreement by each Purchaser will not, (i) conflict with or
violate the  Certificate of  Incorporation  or By-laws (or in the case of Patent
Purchaser,  any  equivalent  charter  documents)  of either  Purchaser,  or (ii)
conflict with or violate any Legal Requirement applicable to either Purchaser or
by which such  Purchaser or any property or asset of such  Purchaser is bound or
affected.

              (b) The execution and delivery of this Agreement by each Purchaser
and the  performance of this  Agreement by each Purchaser will not,  require any
consent,  approval,  authorization  or permit of, or filing with or notification
to, any Governmental Authority, except (i) for applicable requirements,  if any,
of the Exchange  Act and state  securities  laws,  and (ii) where the failure to
obtain such  consents,  approvals,  authorizations  or permits,  or to make such
filings  or  notifications,  would not  reasonably  be  expected  to  prevent or
materially  delay the  consummation  of the  transactions  contemplated  by this
Agreement.

                                   ARTICLE IV

                               GENERAL PROVISIONS

         SECTION 4.01  Notices.  All notices and other  communications  given or
made pursuant hereto shall be in writing and shall be given (and shall be deemed
to have been duly given upon  receipt)  by  delivery  in  person,  by  overnight
courier  service,  by telecopy,  or by  registered  or certified  mail  (postage
prepaid,  return receipt  requested) to the respective  parties at the following
addresses  (or at such other  addresses as shall be specified by notice given in
accordance with this Section 4.01):

                  (a) if to Purchasers:

                        Thomson Broadcast & Media Solutions, Inc.
                        3233 E. Mission Oaks Boulevard
                        Camarillo, CA 93012
                        Fax:+805-445-1964
                        Attention: General Counsel

                        with a mandatory copy to:

                        Morrison & Foerster LLP
                        Attention: Robert Townsend, Esq.
                        425 Market Street
                        San Francisco, CA 94105
                        Facsimile: (415) 268-7522



                                       5
<PAGE>

                       and

                       Thomson Licensing, S.A.
                       46, Quai Alphonse LeGallo
                       92100 Boulogne-Billancourt
                       France
                       Facsimile: +33 1 4186 5638

                       Attention: Vice President - Licensing and
                                                   Intellectual Property

                       with a mandatory copy to:

                       Morrison & Foerster LLP
                       Attention:  Robert Townsend, Esq.
                       425 Market Street
                       San Francisco, CA 94105
                       Facsimile:  (415) 268-7522

              (b)      if to a Shareholder:

                       to that Shareholder's address as set forth on the
                       signature page hereof

                       with a mandatory copy to:

                       Graubard Miller
                       attn: David Miller
                       600 Third Avenue
                       New York, NY 10016
                       Facsimile: (212) 818-8881

              (c)      if to a Spouse:

                       to that Spouse's address as set forth on the signature
                       page hereof

                       with a mandatory copy to:

                       Graubard Miller
                       attn: David Miller
                       600 Third Avenue
                       New York, NY 10016
                       Facsimile: (212) 818-8881

         SECTION 4.02 Headings. The headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.



                                       6
<PAGE>

         SECTION  4.03  Severability.  If any  term or other  provision  of this
Agreement is invalid,  illegal or incapable of being enforced by any rule of law
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions  contemplated hereby is not affected in any manner
materially  adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original  intent of the parties as closely as  possible  to the  fullest  extent
permitted  by  applicable  law in an  acceptable  manner  to the  end  that  the
transactions contemplated hereby are fulfilled to the extent possible.

         SECTION 4.04 Entire  Agreement.  This Agreement  constitutes the entire
agreement of the parties and supersedes all prior  agreements and  undertakings,
both written and oral, between the parties,  or any of them, with respect to the
subject matter hereof.  This Agreement may not be amended or modified  except in
an instrument in writing signed by, or on behalf of, the parties hereto.

         SECTION 4.05  Assignment.  The  provisions of this  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, provided that no party may assign, delegate or
otherwise  transfer  any of its  rights,  interests  or  obligations  under this
Agreement  without  the  prior  written  consent  of the other  parties  hereto,
provided that each Purchaser may assign,  delegate or otherwise  transfer any of
its rights,  interests  or  obligations  under this  Agreement  to an  Affiliate
without the consent of the Shareholders;  provided, further that such assignment
shall not  relieve  such  Purchaser  of its  obligations  hereunder  without the
consent of Shareholders.

         SECTION 4.06 Fees and Expenses.  Except as otherwise  provided  herein,
all  costs  and  expenses   (including,   without   limitation,   all  fees  and
disbursements  of  counsel,   accountants,   investment  bankers,   experts  and
consultants  to a party)  incurred in  connection  with this  Agreement  and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses.

         SECTION  4.07  Specific  Performance.  The  parties  hereto  agree that
irreparable damage would occur in the event that any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled  to specific  performance  of the terms  hereof,  in addition to any
other remedy at law or in equity.

         SECTION 4.08 Governing  Law. This  Agreement  shall be governed by, and
construed in accordance  with,  the laws of the State of New York  applicable to
contracts executed in and to be performed in that State.

         SECTION 4.09 Disputes.  All actions and  proceedings  arising out of or
relating to this Agreement shall be heard and determined  exclusively in any New
York state or federal court sitting in the County of New York, New York.

         SECTION 4.10 No Waiver.  No failure or delay by any party in exercising
any right,  power or privilege  hereunder  shall operate as a waiver thereof nor
shall any  single or  partial  exercise  thereof  preclude  any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.



                                       7
<PAGE>

         SECTION 4.11  Counterparts.  This  Agreement  may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when  executed  shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.

         SECTION  4.12  Waiver  of  Jury  Trial.  Each  of  the  parties  hereto
irrevocably and unconditionally waives all right to trial by jury in any action,
proceeding  or  counterclaim  (whether  based in  contract,  tort or  otherwise)
arising  out of or  relating  to this  Agreement  or the  Actions of the parties
hereto in the negotiation, administration, performance and enforcement thereof.

         SECTION 4.13 Asset  Purchase  Agreement.  All  references  to the Asset
Purchase  Agreement  herein shall be to such  agreement as may be amended by the
parties thereto from time-to-time.

                                   ARTICLE V
                         REPRESENTATIONS, WARRANTIES and
                              COVENANTs OF SPOUSEs

         Each Spouse hereby  represents  warrants and covenants to Purchasers as
follows:

         SECTION 5.01 Waiver of Community Property Rights. Such Spouse shall not
assert or enforce, and does hereby waive, any rights granted under any community
property  statute  with  respect to the Shares that would  adversely  affect the
covenants made by his or her Shareholder spouse pursuant to this Agreement. Such
Spouse acknowledges receipt and review of a copy of the Asset Purchase Agreement
and this Agreement.

         SECTION  5.02  Authorization.  Such Spouse has full legal  capacity and
authority  to  enter  into  this  Agreement  and  to  carry  out  such  person's
obligations  hereunder.  This  Agreement has been duly executed and delivered by
such  Spouse,  and  (assuming  due  authorization,  execution  and  delivery  by
Purchasers  and  Shareholders)  this  Agreement  constitutes a legal,  valid and
binding obligation of such Spouse, enforceable against such Spouse in accordance
with its terms.

                           [Signature page(s) follows]



                                       8
<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.

LEAD PURCHASER

THOMSON BROADCAST & MEDIA                               Address:
SOLUTIONS, INC.

By:_________________________________
Name:_______________________________
Title:______________________________


PATENT PURCHASER

THOMSON LICENSING, S.A.                                 Address:


By:_________________________________
Name:_______________________________
Title:______________________________


SHAREHOLDERS

_________                                               Address:

________________________________________
                  JEFFREY PARKER

                                                        Address:

________________________________________
                  DEBORAH PARKER

J-PARKER FAMILY LIMITED PARTNERSHIP                     Address:


By:____________________________________
Name: Jeffrey Parker
Title: General Partner

                                                        Address:

_______________________________________
          ERIC PARKER


                                       9
<PAGE>



                                                    Address:

_______________________________________________
                  SARI PARKER

                                                    Address:

_______________________________________________
                  JOSHUA PARKER

                                                    Address:

_______________________________________________
                  TODD PARKER

                                                    Address:

_______________________________________________
                 JUANITA JEAN PARKER

T-PARKER FAMILY LIMITED PARTNERSHIP____________     Address:


By:____________________________________________
Name:         Todd Parker
Title:        General Partner

                                                    Address:

_______________________________________________
                  STACIE WILF

                                                    Address:

_______________________________________________
                  LARRY WILF

S-PARKER WILF FAMILY LIMITED                        Address:
PARTNERSHIP

By:____________________________________________
Name:         Stacie Wilf
Title:        General Partner

                                                    Address:

_______________________________________________
                  PARKER WILF


                                       10
<PAGE>



                                                    Address:

_______________________________________________
                  DAVID WILF

                                                    Address:

_______________________________________________
                  BARBARA PARKER

                                                    Address:

_______________________________________________
                  WILLIAM SAMMONS

                                                    Address:

_______________________________________________
                  CHRIS SAMMONS



                                       11
<PAGE>



                                    EXHIBIT A

                                  SHAREHOLDERS


<TABLE>
<CAPTION>
                                                                                           Percentage of Outstanding
                                                                                                Shares (Based on
                                                                  Number of Shares of         17,959,504 Shares of
                                                                  Company Common Stock     Common Stock Outstanding,
                                                               Owned Beneficially and of     Which is the Number of
                                                                   Record (except as        Such Shares Outstanding
          Name of Shareholder                                       set forth below)          on the Date Hereof)
          -------------------                                       ----------------          -------------------
<S>                                                                 <C>                       <C>
1.        Jeff Parker                                                        227,867                   1.27%

2.        J-Parker Family Limited Partnership(A)                           2,376,974                  13.24%

3.        Eric Parker(A)                                                       3,167                   0.02%

4.        Sari Parker(A)                                                       3,167                   0.02%

5.        Joshua Parker(A)                                                     3,167                   0.02%

6.        Todd Parker                                                         86,833                   0.48%

7.        T-Parker Family Limited Partnership(B)                             876,225                   4.88%

8.        Juanita Jean Parker                                                 10,000                   0.06%

9.        Stacie Wilf                                                         29,505                   0.16%

10.       S-Parker Wilf Family Limited Partnership(C)                        905,811                   5.04%

11.       Parker Wilf(C)                                                       5,300                   0.03%

12.       David Wilf(C)                                                        5,300                   0.03%

                                                                             378,681

13.       Barbara Parker                                        (all in street name)                   2.11%

14.       William Sammons                                                     19,750                   0.11%
---                                                                           ------                   ----
                                                                           4,931,747                  27.46%
</TABLE>

____________________

(A)      Jeff Parker has the power to vote;  considered "Shares" with respect to
         Jeff Parker's representations,  warranties (except for legal ownership)
         and obligations hereunder.

(B)      Todd Parker has the power to vote;  considered "Shares" with respect to
         Todd Parker's representations,  warranties (except for legal ownership)
         and obligations hereunder.

(C)      Stacie Wilf has the power to vote;  considered "Shares" with respect to
         Stacie Wilf's representations,  warranties (except for legal ownership)
         and obligations hereunder.