Exhibit 10.5

                                    Sublease

         This Sublease (this "Sublease") is entered into as of the ______ day of
____________  2004,  by and between  Parkervision,  Inc., a Florida  corporation
("Sublandlord"), and THOMSON BROADCAST & MEDIA SOLUTIONS, INC. ("Subtenant").

                                    RECITALS

         Whereas,  pursuant to that  certain  Office  Lease dated as of March 1,
1992, as amended on each of December 29, 1995, April 12, 1996, February 28, 1997
and  February  28,  2002,  by and  between  Jeffrey  Parker and  Barbara  Parker
(together, the "Prime Landlord"),  as landlord, and Sublandlord,  as tenant (the
"Prime  Lease"),  a copy of which is attached  hereto as Exhibit A,  Sublandlord
leases from Prime  Landlord  certain  premises (the  "Premises")  located in the
building commonly known as 8493 Baymeadows Way, Jacksonville, Florida 32256 (the
"Building"), as more fully described in the Prime Lease;

         Whereas,  Subtenant is a party to that certain Asset Purchase Agreement
with Sublandlord and certain other parties,  dated as of even date herewith (the
"Purchase Agreement"); and

         Whereas,  Subtenant  desires  to  sublease  a  certain  portion  of the
Premises  comprised of seven thousand six hundred thirty (7,630) square feet and
more  particularly  shown on the floor  plan  attached  hereto as Exhibit B (the
"Subleased  Premises"),  and  Sublandlord  is willing to sublease the  Subleased
Premises to Subtenant on the  provisions,  covenants and conditions  hereinafter
set forth.

         Now,  Therefore,  in consideration of the mutual covenants made herein,
and other  consideration,  the  receipt  and  sufficiency  of which  are  hereby
acknowledged and agreed, Sublandlord hereby subleases to Subtenant and Subtenant
hereby takes and subleases from Sublandlord the Subleased Premises, on the terms
and conditions set forth below:

                                    AGREEMENT

1.       Defined Terms

         All terms  defined in the Prime  Lease and used  herein  shall,  unless
otherwise defined herein,  have the meanings ascribed to such terms in the Prime
Lease; all terms defined in the Purchase Agreement and used herein shall, unless
otherwise  defined  herein,  have the  meanings  ascribed  to such  terms in the
Purchase Agreement.

2.       Term

         The term of this Sublease (the  "Sublease  Term") shall commence on the
Closing (the  "Sublease Term  Commencement  Date"),  and shall  terminate on the
six-month  anniversary of the Closing,  unless Subtenant provides written notice
of early termination at its election ("Early  Termination  Election"),  in which
case this  Sublease  shall  terminate  thirty  (30) days  after  such  notice is
provided to Sublandlord.

3.       Delivery

         On the date of Closing,  Sublandlord  shall  deliver to  Subtenant  the
Subleased  Premises in good condition and repair and with all equipment relating
to the Business  delivered to the Sublease  Premises and  installed as necessary
and proper.  Subtenant  shall have the right to use all fixtures,  furniture and
equipment  located  within  the  Subleased  Premises  as of the date of  Closing
(collectively,   the  "Equipment"),   which  Equipment  shall  include,  without


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limitation, a standalone phone system with at least eight (8) independent lines,
a  dedicated  switch and a voice mail system and  related  telephone  equipment.
Within ten (10) days  following  the  Closing,  Sublandlord  shall  install,  at
Sublandlord's  sole cost and  expense,  one (1) door  separating  the  Subleased
Premises from the remainder of the Building,  in the location shown on Exhibit C
attached hereto, in accordance with applicable Legal Requirements.

4.       Basic Rent

         Subtenant  shall  pay to  Sublandlord,  in  advance,  monthly,  without
withholding,  offset or  reduction,  an amount  equal to  Twelve  Thousand  Four
Hundred Forty-Five Dollars  ($12,445.00)  ("Rent") with respect to the Subleased
Premises.  Rent for any partial  calendar  months at the beginning or end of the
Sublease Term shall be prorated on a daily basis. Rent shall be inclusive of all
costs of utilities,  maintenance, repair, sales tax, real property taxes, use of
the Equipment  (excluding charges for local and long distance telephone service,
payment  for which shall be  governed  by the terms of the  Transition  Services
Agreement), and other office services.

5.       Use

         The  Subleased  Premises  shall  be  used  for  the  purpose  of and as
necessary to conduct the Business as contemplated  hereunder and under the other
Transaction Agreements.

6.       Prime Lease

         This  Sublease  is  subject  and  subordinate  to the  Prime  Lease and
Sublandlord conveys, and Subtenant takes, no greater rights hereunder than those
accorded to or taken by Sublandlord as tenant under the terms of the Prime Lease
during the Term. Except as otherwise expressly provided herein, or except as may
be inapplicable or inconsistent  with the other  provisions  hereof,  all of the
terms and provisions in the Prime Lease are incorporated  herein by reference as
if set forth herein in full and shall be  applicable  to this  Sublease with the
same force and effect as if Sublandlord  were the landlord under the Prime Lease
and Subtenant were the tenant thereunder. Except as otherwise expressly provided
herein, Subtenant covenants with Sublandlord to fully and faithfully perform all
of Sublandlord's obligations,  covenants and conditions under the Prime Lease to
be paid,  performed and observed with respect to the Subleased Premises from and
after the Sublease  Term  Commencement  Date,  and  Sublandlord  covenants  with
Subtenant to use  reasonable  best efforts to cause Prime  Landlord to fully and
faithfully perform all of Prime Landlord's obligations, covenants and conditions
under the Prime Lease to be paid,  performed  and  observed  with respect to the
Subleased   Premises  from  and  after  the  Sublease  Term  Commencement  Date.
Sublandlord  agrees to  promptly  provide  Subtenant  with a copy of any default
notice  received by Sublandlord  from Prime  Landlord.  If the Prime Lease gives
Sublandlord  any right to terminate  the Prime Lease in the event of the partial
or total damage,  destruction,  or condemnation of the Subleased Premises or the
building or project of which the Subleased  Premises are a part, the exercise of
such right by Sublandlord shall not constitute a default or breach hereunder.

7.       Subtenant's Covenants

         Subtenant  covenants to Sublandlord to perform all of the covenants and
obligations  to be performed by  Sublandlord  as Tenant under the Prime Lease as
the same relate to the  Subleased  Premises and to comply with this Sublease and


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the applicable  provisions of the Prime Lease, as modified by this Sublease,  in
all  respects.  If  Subtenant  shall fail to make any payment or perform any act
required to be made or performed by Subtenant  under the Prime Lease pursuant to
Subtenant's assumption of Sublandlord's obligations thereunder as they relate to
the Subleased Premises, and such default is not cured by Subtenant by the period
specified  in the Prime  Lease for curing  such  default,  Sublandlord,  without
waiving or releasing  any  obligation  or default  hereunder,  may (but shall be
under no  obligation  to) make such  payment or perform such act for the account
and at the  expense  of  Subtenant,  and may  take any and all  reasonable  such
actions as Sublandlord  deems  necessary or appropriate to accomplish such cure.
If  Sublandlord  shall  reasonably  incur any expense in remedying such default,
Sublandlord shall be entitled to recover such sums upon demand from Subtenant as
additional rent under this Sublease.

8.       Sublandlord's Covenants

         Sublandlord  covenants  to  Subtenant  to perform  all of the terms and
provisions required of it under the Prime Lease and to promptly pay when due all
rents due and accruing to Prime Landlord under the Prime Lease. Sublandlord will
use  reasonable  best  efforts to enforce on behalf of  Subtenant  Sublandlord's
rights under the Prime Lease.  Sublandlord  shall not materially amend or modify
the  Prime  Lease in  pertinent  part  without  the  prior  written  consent  of
Subtenant.  At Closing,  Sublandlord shall deliver to Subtenant Prime Landlord's
written consent to this Sublease in form and substance reasonably  acceptable to
Subtenant.

9.       Assignment and Subletting

         Subtenant may assign this Sublease or sublet the Subleased  Premises in
whole or in part without Sublandlord's  consent;  provided such assignment is in
connection  with a transfer of the Business or Acquired  Assets or a significant
portion  thereof,  or a transfer  of all or  substantially  all of the assets of
Subtenant.

10.      Holdover

         If  Subtenant  holds over and remains in  possession  of the  Subleased
Premises or any part thereof  following  the  expiration of the Sublease Term or
the sooner termination of the Sublease Term under this Sublease, Subtenant shall
be deemed to hold the Subleased  Premises as a tenant at sufferance,  subject to
all of the terms,  conditions and covenants of this Sublease and the Prime Lease
(both of which shall be applicable during the holdover period).

11.      Parking; common Areas; ACCESS

         Subtenant  shall be entitled to use, at no additional  charge,  any and
all parking  spaces located on the south side of the Building.  Subtenant  shall
have its own access  from  outside the  Building  into the  Subleased  Premises.
Subtenant  also  shall be  entitled  to use all  common  areas at no  additional
charge,  on  an  unassigned  and  non-exclusive  basis.  Sublandlord  shall,  at
Sublandlord's  cost,  re-program  the  existing  access card system so that only
Subtenant and Subtenant's employees shall have access to the Subleased Premises.

12.      Insurance

         Notwithstanding  anything  in this  Sublease  or the Prime Lease to the
contrary,  Subtenant  shall  maintain  commercial  general  liability  insurance
applicable  to the  Subleased  Premises in a total  amount of not less than Four
Million  Dollars  ($4,000,000.00),  which can be provided in the form of primary

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and umbrella  coverage,  with not less than One Million Dollars  ($1,000,000.00)
per  occurrence  being provided under the primary policy and not less than Three
Million Dollars  ($3,000,000.00)  occurrence/aggregate  being provided under the
umbrella  policy.  Subtenant  shall deliver to  Sublandlord  certificates  which
evidence  such  insurance  prior to the Sublease  Term  Commencement  Date,  and
thereafter  as  required  under the  Prime  Lease,  and  shall  name in all such
insurance  policies  both the  Prime  Landlord  and  Sublandlord  as  additional
insureds thereunder.

13. Miscellaneous

         (a)  Purchase  Agreement  Terms.  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;  and  (iii)  references  to  "Purchasers"  shall be deemed to be Lead
Purchaser.

         (b) Estoppel  Certificates.  Subtenant  agrees to furnish within twenty
(20) days after written request  therefor by Sublandlord,  or sooner if required
by the Prime  Lease,  a  certificate  stating (i) that this  Sublease is in full
force and  effect and has not been  amended  or  modified  (or  describing  such
amendment or modification,  if any); (ii) the dates through which Rent have been
paid  hereunder;  and (iii) that there are no defaults under this Sublease known
to the signer of the certificate (or specifying  such defaults,  if known).

         (c)  Memorandum of Lease.  Subtenant  shall not record this Sublease or
any memorandum hereof.

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         In Witness  Whereof,  the parties  have  executed  this  Sublease as an
instrument under seal as of the date first written above.

Sublandlord:

Parkervision, Inc., a Florida corporation

By: __________________________________________________________

Name: ________________________________________________________

Title: _______________________________________________________
Subtenant:

Thomson broadcast & media solutions, inc., a Delaware corporation

By: __________________________________________________________

Name: ________________________________________________________

Title: _______________________________________________________



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                                    Exhibit A

                                   Prime Lease

                                  See Attached



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                                    EXhibit B

                        Floor Plan of Subleased Premises

                                  See Attached




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                                    EXhibit C

                                location of door

                                  See Attached




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