Exhibit 10.3

                           PATENT ASSIGNMENT AGREEMENT

         This Patent Assignment  Agreement (this "Agreement") is entered into as
of   ___________________,   2004  (the   "Effective   Date"),   by  and  between
ParkerVision,   Inc.,   a   corporation   organized  in  the  state  of  Florida
("Assignor"),  and Thomson  Licensing,  S.A., a corporation  organized in France
("Assignee").

                                    RECITALS

         WHEREAS,  Assignor  and  Assignee  are  parties to that  certain  Asset
Purchase Agreement, dated February 25, 2004 (the "Purchase Agreement"); and

         WHEREAS,  pursuant to the  Purchase  Agreement,  Assignor has agreed to
irrevocably  transfer  and  assign  to  Assignee  all of its  right,  title  and
interest,  on a worldwide  basis,  in, to and under  certain  patents and patent
applications as set forth herein;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

                                    AGREEMENT

1. CAPITALIZED  TERMS.  Capitalized terms used but not defined herein shall have
the meanings for such terms that are set forth in the Purchase Agreement.

2.       ASSIGNMENT

         2.1  Patent  Assets.  Assignor  hereby  irrevocably  sells,  transfers,
conveys, assigns and delivers all of its right, title and interest of every kind
and character  throughout  the world,  including  all  reissues,  continuations,
divisonals in, to and under the Patent Assets  (including,  without  limitation,
the patents and patent  applications  set forth in Exhibit A hereto) to the full
extent of its ownership or interest therein, including,  without limitation, all
rights and causes of action for infringement or misappropriation  (past, present
or future) of any Patent  Asset,  all rights to apply for or register any of the
foregoing,  and any and all  other  rights  and  interests  arising  out of,  in
connection  with or in relation to the Patent Assets.  At Closing,  Seller shall
execute and deliver to Patent Purchaser a confirmatory  assignment covering each
applicable  Patent Asset for filing with the United  States Patent and Trademark
Office in the form attached  hereto as Exhibit B (such form,  the  "Confirmatory
Assignment").

         2.2 Further Actions.  Upon Assignee's  request,  Assignor will promptly
take such other actions as may be reasonably necessary to vest, secure, perfect,
protect or enforce the rights and  interests  of  Assignee  in, to and under the
Patent  Assets,  and Assignee  shall pay for  Assignor's  actual and  reasonable
expenses and costs. Such actions shall include,  without limitation,  the prompt
execution and delivery of documents in  recordable  form  (including  the prompt
execution and delivery of additional Confirmatory Assignments) and the provision
of documents and information useful or necessary for Assignee or its affiliates,
designees  or  agents  to  file,  prosecute  or  maintain  any  registration  or
application for any Patent Asset, or pursue or defend any administrative, court,
or other legal proceeding involving any of the Patent Assets.

         2.3 Later  Acquired  or  Enlarged  Rights.  In the event that  Assignor
hereafter acquires,  by agreement,  operation of law or otherwise,  ownership or
other  additional  or greater  interest in the Patent  Assets than that assigned


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<PAGE>

hereunder,  such  later-acquired  rights will  automatically  be subject to this
Agreement  such that such  rights  are  assigned  to  Assignee  hereunder  as if
Assignor had possessed them on the Effective Date.

         2.4 Appointment. In the event that Assignee is unable, after reasonable
notice to Assignor, for any reason whatsoever, to secure Assignor's signature to
any document that is reasonably necessary to vest, secure,  perfect,  protect or
enforce  the rights  and  interests  of  Assignee  in and to the Patent  Assets,
Assignor  hereby  irrevocably  designates  and  appoints  Assignee  and its duly
authorized  officers and agents as Assignor's agents and  attorneys-in-fact,  to
act for and on its behalf and instead of Assignor,  to execute and file any such
documents and to do all other lawfully permitted acts to further the purposes of
this Section 2 with the same legal force and effect as if executed by Assignor.

3.  MISCELLANEOUS  Sections  12.1 through  12.16 of the Purchase  Agreement  are
hereby  incorporated  herein by this reference;  provided that (i) references to
"Agreement,"  "hereto,"  "hereunder,"  and similar  references  in such sections
shall pertain to this Agreement;  (ii) the Purchase Agreement (for the avoidance
of doubt) shall be  considered a  Transaction  Agreement;  (iii)  references  to
"Seller"  shall be deemed to be Assignor  and (iv)  references  to  "Purchasers"
shall be deemed to be Assignee.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]



                                       2
<PAGE>


         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their duly authorized representatives as of the Effective Date.

ASSIGNOR                                   ASSIGNEE

By:                                        By:
   ----------------------------               ---------------------------

Name (Print):                              Name (Print):
             ------------------                         -----------------

Title:                                     Title:
      -------------------------                  ------------------------




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<PAGE>

                                    EXHIBIT A

                              CERTAIN PATENT ASSETS

<TABLE>
<CAPTION>
-------------------------------- ---------------- ----------- --------------------- --------------------- ------------
TITLE OF PATENT/PATENT                            DATE        APPLICATION SERIAL
APPLICATION                      PATENT NUMBER    ISSUED      NUMBER                APPLICATION COUNTRY   FILING DATE
-------------------------------- ---------------- ----------- --------------------- --------------------- ------------
<S>                              <C>              <C>         <C>                   <C>                   <C>

-------------------------------- ---------------- ----------- --------------------- --------------------- ------------

-------------------------------- ---------------- ----------- --------------------- --------------------- ------------

-------------------------------- ---------------- ----------- --------------------- --------------------- ------------
</TABLE>




                                       4
<PAGE>

                                    EXHIBIT B

                         CONFIRMATORY PATENT ASSIGNMENT

                IN THE UNITED STATES PATENT AND TRADEMARK OFFICE

                                   ASSIGNMENT

WHEREAS,  ParkerVision,  Inc., a corporation  organized in the state of Florida,
with offices at 8493 Baymeadows Way,  Jacksonville,  Florida 32256  ("ASSIGNOR")
owns  certain  patent  applications  and/or  registrations,   as  set  forth  in
Attachment  1  attached  hereto  and  incorporated   herein  by  this  reference
("PATENTS"); and

WHEREAS,  Thomson  Licensing,  S.A., a  corporation  organized  in France,  with
offices  at  46,  Quai  Alphonse  LeGallo,  92100  Boulogne-Billancourt,  France
("ASSIGNEE"),  desires  to  acquire  all of the  right,  title and  interest  of
ASSIGNOR in, to and under the PATENTS;

WHEREAS,  ASSIGNOR and ASSIGNEE  have entered into a certain  Patent  Assignment
Agreement,  dated  _______________,  2004,  assigning,  among other things,  all
right, title and interest in and to the PATENTS from ASSIGNOR to ASSIGNEE;

NOW,  THEREFORE,  for  good  and  valuable  consideration  paid by  ASSIGNEE  to
ASSIGNOR, the receipt and sufficiency of which hereby is acknowledged,  ASSIGNOR
hereby sells, transfers,  conveys,  assigns and delivers all of its right, title
and interest of every kind and character  throughout  the world in, to and under
the PATENTS to the full extent of its ownership or interest therein,  including,
without  limitation,  all  rights  and  causes of  action  for  infringement  or
misappropriation  (past,  present or future) of any PATENT,  all rights to apply
for or register any of the foregoing, and any and all other rights and interests
arising out of, in connection with or in relation to the PATENTS.

IN WITNESS  WHEREOF,  ASSIGNOR has caused this Assignment to be duly executed by
an authorized officer on this ____ day of ___________, 2004.

By:
   ---------------------------------

Name:
     -------------------------------

Title:
      ------------------------------



STATE OF _______________                    )
                                            ) ss.
COUNTY OF _____________                     )



                                       5
<PAGE>

On  _______________________,  200_, before me, the undersigned  notary public in
and for said County and State, personally appeared __________________,


                  ____  personally known to me [or]
                  ____  proved to me on the basis of satisfactory evidence


to be the person(s)  whose name(s)  __________________  subscribed to the within
instrument and acknowledged to me that  __________________  executed the same in
____________________  authorized  capacity(ies)  and  that,  by  _______________
signature(s) on the instrument,  the person(s) or the entity(ies) upon behalf of
which the person(s) acted executed the instrument.

WITNESS my hand and official seal.

                                        ________________________________
                                        My commission expires on


                                        ________________________________




                                       6
<PAGE>



                                  ATTACHMENT 1

                                     PATENTS

<TABLE>
<CAPTION>
-------------------------------- ---------------- ----------- --------------------- --------------------- ------------
TITLE OF PATENT/PATENT                            DATE        APPLICATION SERIAL
APPLICATION                      PATENT NUMBER    ISSUED      NUMBER                APPLICATION COUNTRY   FILING DATE
-------------------------------- ---------------- ----------- --------------------- --------------------- ------------
<S>                              <C>              <C>

-------------------------------- ---------------- ----------- --------------------- --------------------- ------------

-------------------------------- ---------------- ----------- --------------------- --------------------- ------------

-------------------------------- ---------------- ----------- --------------------- --------------------- ------------
</TABLE>






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