Exhibit 10.1

                      RETAINED TRADEMARK LICENSE AGREEMENT

         This Retained Trademark License Agreement (this "Agreement") is made as
of _________________,  2004 (the "Effective Date"), by and between ParkerVision,
a  corporation  organized  in the state of  Florida  ("Licensor"),  and  Thomson
Broadcast  &  Media  Solutions,   Inc.,  a  corporation  organized  in  Delaware
("Licensee").

                                    RECITALS

         WHEREAS,  Licensor  and  Licensee  are  parties to that  certain  Asset
Purchase Agreement, dated February 25, 2004 (the "Purchase Agreement"), pursuant
to which Licensor has agreed to irrevocably  transfer and assign to Licensee and
Thomson Licensing,  S.A., all of its right,  title and interest,  on a worldwide
basis, in, to and under the Acquired Assets;

         WHEREAS,  Licensor wishers to grant, and Licensee wishes to receive,  a
temporary  license with respect to certain  Trademarks  included in the Excluded
Assets for purposes of conducting the Business;

         WHEREAS,  Licensor wishes to provide a temporary link on its website to
a web page designated by Licensee; and

         WHEREAS,  pursuant to the  Purchase  Agreement,  Licensor has agreed to
execute this Agreement at the Closing;

         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

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

         1.2 For the purposes of this Agreement, "Licensed Trademarks" means the
Trademarks  included in the  Excluded  Assets that are used in or  necessary  to
conduct the  Business as  conducted  at any time prior to the Closing  and/or as
Proposed to be Conducted by Seller,  including the Trademarks  listed in Exhibit
A.

2.       LICENSE AND HYPERLINK

         2.1 Licensed  Trademarks.  Licensor  hereby  grants to Licensee and its
Affiliates a non-exclusive, royalty free, fully paid-up, transferable, worldwide
right  and  license  to use the  Licensed  Trademarks  in  connection  with  the
operation,  promotion  and  marketing of the Business (as it may be developed by
Purchasers)  during  the Term.  The  foregoing  license  includes  the right for
Licensee and its  Affiliates  to use the  Licensed  Trademarks  with  inventory,
supplies,  advertising,  promotional materials and promotional items transferred
to Licensee under the Purchase  Agreement and for their resellers,  distributors
and  other  marketing,  sales  and/or  service  partners  to  use  the  Licensed
Trademarks in connection with the support,  service,  marketing,  sale,  resale,
distribution, or other disposition of Products and Services. Use of the Licensed
Trademarks  hereunder  shall be consistent  in quality with the uses  heretofore
made by Licensor. Upon Licensor's request,  Licensee shall provide Licensor with
a reasonable  sample of materials  bearing the  Licensed  Marks.  All rights and
goodwill  arising  out of use of the  Licensed  Trademarks  shall  inure  to the
benefit of Licensor.  Licensee will use commercially reasonable efforts to phase
out use of the Licensed  Trademarks under this Agreement  following the Closing.
Except for the license granted  hereunder,  Licensee and its Affiliates have not
acquired any right, title or interest in or to the Licensed Marks.



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         2.2 Maintenance of Hyperlink.  During the Term, Licensor shall maintain
a hyperlink, at Licensor's expense, that connects website visitors to Licensee's
home page or other web page(s)  designated  by Licensee (the  "Hyperlink").  The
Hyperlink  shall  appear  on each web page of any web  site of  Licensor  or its
Affiliates  that at any time during the 12 months  preceding the Effective  Date
contained  a  hyperlink  to a web  page  or  pages  that  contained  information
regarding  Licensor's  PVTV  Products,  CameraMan  Products  or  other  products
marketed, sold, serviced or supported by the Video Division (including,  but not
limited   to,   all   web   pages   with   an  http   address   beginning   with
www.parkervision.com)  ("Licensor  Product  Pages") or otherwise  related to the
Business.  Further,  the Hyperlink shall be accompanied by a message prepared by
Licensee (and reasonably acceptable to Seller) regarding Licensee's  acquisition
of the  Business.  Promptly  following  the  Closing,  Licensor  will locate and
appropriately revise any information on the web pages of Licensor that relate to
the PVTV Products, CameraMan Products or other products marketed, sold, serviced
or supported by the Video Division.  Unless otherwise  requested by Licensee and
agreed by Licensor (such agreement not to be unreasonably  withheld or delayed),
the  Hyperlink  shall be located in the same location on the linking page as the
original  Licensor  hyperlink to the Licensor  Product  Pages.  Licensor and its
Affiliates  shall  maintain and update the Hyperlink with the same diligence and
care  that it uses  for  other  aspects  of the web  sites of  Licensor  and its
Affiliates (and in no event less than  reasonable  care).  Further,  and without
limitation  of  the  foregoing,   Licensor  agrees  to  maintain  at  least  the
www.parkervision.com home page (with the Hyperlink) during the Term. The privacy
policies and statements of Licensee shall be the only  statements,  policies and
procedures  governing  the use,  disclosure  and  safeguarding  of any  customer
information gathered by Licensee.  Further,  Licensor agrees that it will follow
its own privacy policy in connection with websites that include the Hyperlink.

         2.3 No Conflicting  Rights.  Licensor agrees that it (a) will not enter
any contract or other  arrangement,  or grant any rights,  that are inconsistent
with the  rights  and  licenses  granted  herein  and (b) it will not assign any
ownership interest (or exclusive license) in, to or under any Licensed Trademark
or domain name unless such assignment is made subject to this Agreement.

3.       TERM AND TERMINATION

         3.1 Term. This Agreement shall commence on the Effective Date and shall
continue in full force and effect for a period of 18 months  thereafter,  unless
terminated earlier as provided in Section 3.2 below (the "Term").

         3.2 Termination. Either party may terminate this Agreement upon written
notice to the other  party if such other  party  materially  breaches a material
obligation hereunder and does not cure such breach within 30 days of its receipt
of written notice thereof from non-breaching party.



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4.       LIMITATION OF LIABILITY.

EXCEPT FOR A BREACH OF SECTION 2.3, IN NO EVENT WILL ANY PARTY BE LIABLE FOR ANY
INDIRECT,  INCIDENTAL,  SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR DAMAGES
FOR LOST PROFITS,  LOSS OF GOODWILL OR LOSS OF DATA,  ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ITS IMPLEMENTATION, WHETHER LIABILITY IS BASED IN CONTRACT,
TORT,  PRODUCT  LIABILITY  OR ANY  OTHER  THEORY  OF  LIABILITY.  THE  FOREGOING
LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF WHETHER SUCH PARTY KNOWS OR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.       MISCELLANEOUS

         5.1 Terms of  Purchase  Agreement.  Sections  12.1  through  12.8,  and
Sections 12.10 through 12.16 of the Purchase  Agreement are hereby  incorporated
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  shall  be  considered  a  Transaction
Agreement;  (iii) references to "Seller" shall be deemed to be Licensor and (iv)
references to "Purchasers" shall be deemed to be Licensee.

         5.2  Assignment.  This Agreement and the rights and obligations of each
party  hereunder shall be binding upon, and inure to the benefit of, the parties
hereto and their respective  successors and assigns. The rights granted under or
pursuant to this Agreement by Licensor are, and shall otherwise be deemed to be,
for purposes of Section  365(n) of the  Bankruptcy  Code,  licenses of rights of
"intellectual  property" as defined  under Section 101 of the  Bankruptcy  Code.
Seller  agrees that  Licensee  and its  Affiliates,  as licensees of such rights
under this  Agreement,  shall retain and may fully  exercise all of their rights
and  elections  under the  Bankruptcy  Code and  Licensor  hereby  agrees to the
assumption of this Agreement by Licensee in the event of insolvency  proceedings
of Licensor.

               [The Rest of This Page Is Intentionally Left Blank]



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

LICENSOR                                LICENSEE

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

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

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


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                                    EXHIBIT A

                               LICENSED TRADEMARKS

                                 (SEE ATTACHED)





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