Exhibit 10.4


       Non-Patent Assets Bill of Sale, Assignment and Assumption Agreement

         This  Non-Patent  Assets  Bill  of  Sale,   Assignment  and  Assumption
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 ("Seller"),  and Thomson Broadcast & Media Solutions, Inc.,
a corporation organized in Delaware ("Lead Purchaser").

                                    RECITALS

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

         WHEREAS,  pursuant  to the  Purchase  Agreement,  Seller  has agreed to
irrevocably  transfer and assign to Lead  Purchaser all of its right,  title and
interest, on a worldwide basis, in, to and under the Non-Patent Assets; and

         WHEREAS,  pursuant to the Purchase Agreement, Lead Purchaser has agreed
to assume the Assumed Liabilities.

         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 Non-Patent  Assets.  Seller hereby  irrevocably  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 Non-Patent Assets 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 Non-Patent Assets, 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 Non-Patent  Assets. At Closing,  Seller
shall execute and deliver to Lead Purchaser a confirmatory  assignment agreement
covering,  if and to the extent  included  in the  Non-Patent  Assets:  (i) each
registered  Trademark and all  applications  for  registration of Trademarks for
filing with the United States Patent and Trademark  Office, in the form attached
hereto as Exhibit A; (ii) each  registered  Copyright and all  applications  for
registration of Copyrights for filing with the United States  Copyright  Office,
in the form attached  hereto as Exhibit B; and (iii) each  Internet  domain name
for filing and  submission as necessary to transfer  such domain  names,  in the
form attached hereto as Exhibit C or in such other form as necessary to transfer
such domain names (collectively the "Confirmatory Assignments").

         2.2  Further  Actions.  Upon  Lead  Purchaser's  request,  Seller  will
promptly take such other actions as may be reasonably necessary to vest, secure,
perfect,  protect or enforce the rights and  interests of Lead  Purchaser in, to
and under the Non-Patent  Assets,  and Lead  Purchaser  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


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<PAGE>

(including  the  prompt  execution  and  delivery  of  additional   Confirmatory
Assignments) and the provision of documents and information  useful or necessary
for Lead Purchaser or its affiliates,  designees or agents to file, prosecute or
maintain any registration or application for any Non-Patent  Asset, or pursue or
defend any administrative, court, or other legal proceeding involving any of the
Non-Patent Assets.

         2.3  Appointment.  In the event that Lead  Purchaser  is unable,  after
reasonable notice to Seller (and passage of at least five business days from the
date such notice is delivered),  for any reason  whatsoever,  to secure Seller's
signature to any document that is reasonably necessary to vest, secure, perfect,
protect or enforce  the rights and  interests  of Lead  Purchaser  in and to the
Non-Patent  Assets,  Seller  hereby  irrevocably  designates  and appoints  Lead
Purchaser  and its duly  authorized  officers and agents as Seller's  agents and
attorneys-in-fact,  to act for and on its  behalf  and  instead  of  Seller,  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 Seller.

3. ASSUMPTION. Lead Purchaser hereby assumes the Assumed Liabilities.

4.  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;  and (iii) references to
"Purchasers" shall be deemed to be Lead Purchaser.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]



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<PAGE>

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

SELLER                               LEAD PURCHASER

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

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

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




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<PAGE>

                                    EXHIBIT A

                   CONFIRMATORY TRADEMARK ASSIGNMENT AGREEMENT

                IN THE UNITED STATES PATENT AND TRADEMARK OFFICE

                                   ASSIGNMENT

WHEREAS,  ParkerVision,  Inc.,  a  Florida  corporation,  with  offices  at 8493
Baymeadows Way, Jacksonville, Florida 32256 ("ASSIGNOR") owns certain trademarks
and/or service marks, and applications  and/or  registrations for such marks, as
set forth in  Attachment  1  attached  hereto  and  incorporated  herein by this
reference ("MARKS"); and

WHEREAS, Thomson Broadcast & Media Solutions, Inc., a Delaware corporation, with
offices at 3233 E. Mission Oaks  Boulevard,  Camarillo,  CA 93012  ("ASSIGNEE"),
desires to acquire all of the right,  title and  interest of ASSIGNOR in, to and
under the MARKS,  together  with the goodwill of the business  symbolized by the
MARKS;

WHEREAS,  ASSIGNEE  is a successor  to a portion of the  business of ASSIGNOR to
which the MARKS pertain;

WHEREAS,  ASSIGNOR and  ASSIGNEE  have  entered  into a certain  Asset  Purchase
Agreement,  dated February 25, 2004  assigning,  among other things,  all right,
title and  interest in and to the MARKS and in and to the  registrations  and/or
applications for same 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 to ASSIGNEE its entire
right,  title and interest in, to and under the MARKS,  and to the  applications
and/or  registrations  for the MARKS (and the right to apply for the foregoing),
together  with the  goodwill  of the  business  symbolized  by the MARKS and the
portion of the  business of the ASSIGNOR to which the MARKS  pertain,  including
the right to sue and recover for any past infringement thereof.

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

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

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

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



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<PAGE>

                                  ATTACHMENT 1

                                      MARKS










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<PAGE>
                                    EXHIBIT B

                   CONFIRMATORY COPYRIGHT ASSIGNMENT AGREEMENT

                      IN THE UNITED STATES COPYRIGHT OFFICE

                                   ASSIGNMENT

WHEREAS,  ParkerVision,  Inc.,  a  Florida  corporation,  with  offices  at 8493
Baymeadows Way,  Jacksonville,  Florida 32256 ("ASSIGNOR") owns certain works of
authorship and/or copyrights, and registrations for such works of authorship and
copyrights, as set forth in Attachment 1 attached hereto and incorporated herein
by this reference ("COPYRIGHTS"); and

WHEREAS, Thomson Broadcast & Media Solutions, Inc., a Delaware corporation, with
offices at 3233 E. Mission Oaks  Boulevard,  Camarillo,  CA 93012  ("ASSIGNEE"),
desires to acquire all of the right,  title and  interest of ASSIGNOR in, to and
under the COPYRIGHTS;

WHEREAS,  ASSIGNOR and  ASSIGNEE  have  entered  into a certain  Asset  Purchase
Agreement,  dated February 25, 2004  assigning,  among other things,  all right,
title and interest in and to the COPYRIGHTS and in and to the  registrations for
same 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 to ASSIGNEE its entire
right,  title  and  interest  in, to and under  the  COPYRIGHTS,  including  all
registrations  for  the  COPYRIGHTS  (and  the  right  to  apply  for any of the
foregoing);  all  rights  to  causes  of action  and  remedies  related  thereto
(including,  without  limitation,  the right to sue for past,  present or future
infringement, misappropriation or violation of rights related to the foregoing);
and any and all other rights and interests arising out of, in connection with or
in relation to the COPYRIGHTS.

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 _____________                     )

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


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<PAGE>


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

                                __________________________





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<PAGE>

                                  ATTACHMENT 1

                                   COPYRIGHTS









                                       8
<PAGE>

                                    EXHIBIT C

                  CONFIRMATORY DOMAIN NAME ASSIGNMENT AGREEMENT

                                   ASSIGNMENT

WHEREAS,  ParkerVision,  Inc.,  a  Florida  corporation,  with  offices  at 8493
Baymeadows Way,  Jacksonville,  Florida 32256  ("ASSIGNOR")  owns certain rights
with  respect to the Internet  domain  names set forth in  Attachment 1 attached
hereto and incorporated herein by this reference ("DOMAIN NAMES"); and

WHEREAS, Thomson Broadcast & Media Solutions, Inc., a Delaware corporation, with
offices at 3233 E. Mission Oaks  Boulevard,  Camarillo,  CA 93012  ("ASSIGNEE"),
desires to acquire all of the right,  title and  interest of ASSIGNOR in, to and
under the DOMAIN NAMES;

WHEREAS,  ASSIGNOR and  ASSIGNEE  have  entered  into a certain  Asset  Purchase
Agreement,  dated February 25, 2004  assigning,  among other things,  all right,
title and  interest in and to the DOMAIN  NAMES and in and to the  registrations
for same 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 to ASSIGNEE its entire
right,  title and  interest  in, to and under the DOMAIN  NAMES,  including  all
registrations  for the  DOMAIN  NAMES  (and the  right  to apply  for any of the
foregoing);  all goodwill associated  therewith,  all contract rights related to
the DOMAIN  NAMES,  all rights to causes of action and  remedies  related to the
foregoing (including,  without limitation, the right to sue for past, present or
future  infringement,  misappropriation  or violation  of rights  related to the
foregoing);  and any and all  other  rights  and  interests  arising  out of, in
connection with or in relation to the DOMAIN NAMES.

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

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

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

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





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<PAGE>

                                  ATTACHMENT 1

                                  DOMAIN NAMES

















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