10.1

                            INDEMNIFICATION AGREEMENT
                            -------------------------

          This Agreement, made and entered into effective as of the ___th day of
______,  2002  ("Agreement"),  by and  between  ParkerVision,  Inc.,  a  Florida
corporation ("Corporation"), and ________________ ("Indemnitee"):

          WHEREAS,  highly competent persons recently have become more reluctant
to  serve  publicly-held  corporations  as  directors,  officers,  or  in  other
capacities,  unless they are provided  with better  protection  from the risk of
claims and actions  against them arising out of their service to and  activities
on behalf of such corporation; and

          WHEREAS, the current  impracticability of obtaining adequate insurance
and the uncertainties  related to indemnification  have increased the difficulty
of attracting and retaining such persons; and

          WHEREAS,  the Board of  Directors  of the  Corporation  ("Board")  has
determined  that the inability to attract and retain such persons is detrimental
to the best interests of the  Corporation's  stockholders  and that such persons
should be assured that they will have better protection in the future; and

          WHEREAS,  it is reasonable,  prudent and necessary for the Corporation
to obligate itself contractually to indemnify such persons to the fullest extent
permitted by applicable law so that such persons will serve or continue to serve
the  Corporation  free from  undue  concern  that  they  will not be  adequately
indemnified; and

          WHEREAS,  this  Agreement is a  supplement  to and in  furtherance  of
Article VII of the By-laws of the  Corporation,  and Section 6.4 of the Articles
of  Incorporation of the Corporation,  as amended,  and any resolutions  adopted
pursuant thereto and shall neither be deemed to be a substitute  therefor nor to
diminish or abrogate any rights of Indemnitee thereunder; and

          WHEREAS,  Indemnitee  is  willing  to serve and to take on  additional
service for or on behalf of the  Corporation  on the condition that he or she be
indemnified according to the terms of this Agreement;

          NOW,  THEREFORE,  in  consideration  of the premises and the covenants
contained herein, the Corporation and Indemnitee do hereby covenant and agree as
follows:

1.   Definitions. For purposes of this Agreement:
     -----------

     1.1  "Change  in  Control"  means a change in  control  of the  Corporation
occurring  after  the date  hereof  of a nature  that  would be  required  to be
reported  in  response to Item 6(e) of  Schedule  14A of  Regulation  14A (or in
response to any similar item on any similar schedule or form)  promulgated under
the  Securities  Exchange Act of 1934,  as amended  ("Act"),  whether or not the
Corporation is then subject to such  reporting  requirement  provided,  however,
that, without limitation, such a Change in

<PAGE>

Control  shall be  deemed to have  occurred  if after  the date  hereof  (i) any
"person"  (as such  term is used in  Sections  13(d) and 14(d) of the Act) is or
becomes "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or
indirectly,  of securities of the  Corporation  representing  20% or more of the
combined  voting power of the then  outstanding  securities  of the  Corporation
without the prior approval of at least two-thirds of the members of the Board in
office immediately prior to such person attaining such percentage interest; (ii)
the Corporation is a party to a merger,  consolidation,  sale of assets or other
reorganization,  or a proxy  contest,  as a consequence  of which members of the
Board in office  immediately  prior to such transaction or event constitute less
than a  majority  of the Board  thereafter;  or (iii)  during  any period of two
consecutive  years,  individuals who at the beginning of such period constituted
the Board  (including  for this  purpose  any new  director  whose  election  or
nomination for election by the Corporation's stockholders was approved by a vote
of at least  two-thirds of the directors then still in office who were directors
at the  beginning of such period)  cease for any reason to constitute at least a
majority of the Board.

     1.2  "Corporate  Status"  means  the  status  of a  person  who is or was a
director,  officer,  employee,  agent or fiduciary of the  Corporation or of any
other corporation,  partnership,  joint venture, trust, employee benefit plan or
other  enterprise  which such  person is or was  serving  at the  request of the
Corporation.

     1.3  "Disinterested  Director"  means a director of the  Corporation who is
not and was not a party to the Proceeding in respect of which indemnification is
sought by Indemnitee.

     1.4  "Expenses"  means all reasonable  attorneys'  fees,  retainers,  court
costs (including trial and appeals),  transcript costs, fees of experts, witness
fees, travel expenses,  duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or expenses
of the types  customarily  incurred in connection with  prosecuting,  defending,
preparing to prosecute or defend, appealing, preparing to appeal, investigating,
or being or preparing to be a witness in a Proceeding.

     1.5  "Independent  Counsel"  means a law  firm,  or a member of a law firm,
that is experienced in matters of corporation law and neither  presently is, nor
in the past five years has been,  retained to represent:  (i) the Corporation or
Indemnitee in any other matter  material to either such party, or (ii) any other
party to the Proceeding  giving rise to a claim for  indemnification  hereunder.
Notwithstanding the foregoing,  the term "Independent Counsel" shall not include
any person who,  under the  applicable  standards of  professional  conduct then
prevailing,  would  have a  conflict  of  interest  in  representing  either the
Corporation  or Indemnitee in an action to determine  Indemnitee's  rights under
this Agreement.  Independent  Counsel shall be selected by (a) the Disinterested
Directors  or  (b)  a  committee  of  the  Board   consisting  of  two  or  more
Disinterested  Directors  or if (a) and (b)  above are not  possible,  then by a
majority of the full Board.

     1.6  "Proceeding" means any action,  suit,  arbitration,  alternate dispute
resolution  mechanism,  investigation,   administrative  hearing  or  any  other
proceeding,

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<PAGE>

whether civil, criminal,  administrative or investigative,  except one initiated
by an Indemnitee  pursuant to Section 11 of this Agreement to enforce his rights
under this Agreement.

2.   Services by Indemnitee.
     ----------------------

     Indemnitee agrees to serve as a director of the Corporation. Indemnitee may
at any time and for any reason resign from such  position  (subject to any other
contractual obligation or any obligation imposed by operation of law).

3.   Indemnification - General.
     -------------------------

     The Corporation  shall indemnify,  and advance  Expenses to,  Indemnitee as
provided in this Agreement to the fullest extent  permitted by applicable law in
effect on the date  hereof  and to such  greater  extent as  applicable  law may
thereafter from time to time permit. The rights of Indemnitee provided under the
preceding  sentence shall  include,  but shall not be limited to, the rights set
forth in the other Sections of this Agreement.

4.   Proceedings Other Than Proceedings by or in the Right of the Corporation.
     ------------------------------------------------------------------------

     Indemnitee shall be entitled to the rights of  indemnification  provided in
this  Section  if, by reason of his  Corporate  Status,  he or she is, was or is
threatened  to be  made,  a  party  to  any  threatened,  pending  or  completed
Proceeding,  other  than a  Proceeding  by or in the  right of the  Corporation.
Pursuant to this Section,  Indemnitee  shall be  indemnified  against  Expenses,
judgments,  penalties,  fines  and  amounts  paid  in  settlement  actually  and
reasonably  incurred  by  him or on his  behalf  in  connection  with  any  such
Proceeding  or any claim,  issue or matter  therein,  if he or she acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best  interests  of the  Corporation,  and,  with  respect  to any  criminal
Proceeding, had no reasonable cause to believe his conduct was unlawful.

5.   Proceedings by or in the Right of the Corporation.
     -------------------------------------------------

     Indemnitee shall be entitled to the rights of  indemnification  provided in
this  Section  if, by reason of his  Corporate  Status,  he or she is, was or is
threatened  to be  made,  a  party  to  any  threatened,  pending  or  completed
Proceeding  brought by or in the right of the  Corporation to procure a judgment
in its favor. Pursuant to this Section,  Indemnitee shall be indemnified against
Expenses and amounts paid in settlement (such settlement  amounts not to exceed,
in the judgment of the Board, the estimated expense of litigating the Proceeding
to  conclusion)  actually  and  reasonably  incurred  by him or on his behalf in
connection  with any such  Proceeding  if he or she acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests of the Corporation.  Notwithstanding the foregoing, no indemnification
against such Expenses or amounts paid in settlement  shall be made in respect of
any claim,  issue or matter in any such Proceeding as to which  Indemnitee shall
have been adjudged to be liable to the  Corporation  if applicable law prohibits
such  indemnification  unless the court in which such Proceeding shall have been
brought, was brought or is pending, shall determine that

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<PAGE>

indemnification  against Expenses or amounts paid in settlement may nevertheless
be made by the Corporation.

6.   Indemnification for Expenses of Party Who is Wholly or Partly Successful.
     ------------------------------------------------------------------------

     Notwithstanding  any other provision of this Agreement,  to the extent that
Indemnitee is, by reason of his Corporate  Status, a party to and is successful,
on the merits or otherwise,  in any  Proceeding,  he or she shall be indemnified
against all Expenses (and, when eligible hereunder,  amounts paid in settlement)
actually  and  reasonably  incurred  by  him  or on  his  behalf  in  connection
therewith.  If Indemnitee is not wholly  successful  in such  Proceeding  but is
successful,  on the  merits  or  otherwise,  as to one or more but less than all
claims,  issues or matters in such Proceeding,  the Corporation  shall indemnify
Indemnitee  against all Expenses (and, when eligible  hereunder,  amount paid in
settlement)  actually  and  reasonably  incurred  by  him or on  his  behalf  in
connection with each successfully  resolved claim, issue or matter. For purposes
of this  Section,  the term  "successful,  on the  merits or  otherwise,"  shall
include,  but not be limited to, (i) any termination,  withdrawal,  or dismissal
(with or without prejudice) of any Proceeding against the Indemnitee without any
express finding of liability or guilt against him, and (ii) the expiration of 90
days  after  the  making of any claim or  threat  of a  Proceeding  without  the
institution  of the same and  without  any  promise or payment  made to induce a
settlement.

7.   Indemnification for Expenses as a Witness.
     -----------------------------------------

     Notwithstanding  any other provision of this Agreement,  to the extent that
Indemnitee is, by reason of his Corporate  Status,  a witness in any Proceeding,
he or she shall be  indemnified  against all Expenses  actually  and  reasonably
incurred by him or on his behalf in connection therewith.

8.   Advancement of Expenses and Other Amounts.
     -----------------------------------------

     The Corporation  shall advance all Expenses,  judgments,  penalties,  fines
and,  when eligible  hereunder,  amounts paid in  settlement,  incurred by or on
behalf of  Indemnitee  in connection  with any  Proceeding  within ten (10) days
after  the  receipt  by  the  Corporation  of a  statement  or  statements  from
Indemnitee  requesting such advance or advances from time to time, whether prior
to or after final  disposition of such Proceeding.  Such statement or statements
shall reasonably evidence the Expenses, judgments,  penalties, fines and amounts
paid in  settlement,  incurred by Indemnitee and shall include or be preceded or
accompanied  by an  undertaking  by or on  behalf  of  Indemnitee  to repay  any
Expenses, judgments, penalties, fines and amounts paid in settlement advanced if
it  shall  ultimately  be  determined  that  Indemnitee  is not  entitled  to be
indemnified  against  such  Expenses,  judgments,  penalties,  fines  and,  when
eligible hereunder, amounts paid in settlement.

9.   Procedure for Determination of Entitlement to Indemnification.
     -------------------------------------------------------------

     9.1  To obtain  indemnification under this Agreement in connection with any
Proceeding,  and  for the  duration  thereof,  Indemnitee  shall  submit  to the
Corporation a

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<PAGE>

written  request,   including  therein  or  therewith  such   documentation  and
information as is reasonably available to Indemnitee and is reasonably necessary
to   determine   whether   and  to  what  extent   Indemnitee   is  entitled  to
indemnification.  The Secretary of the Corporation shall,  promptly upon receipt
of any such  request  for  indemnification,  advise  the Board in  writing  that
Indemnitee has requested indemnification.

     9.2  Upon written  request by Indemnitee  for  indemnification  pursuant to
Section 9.1 hereof, a determination, if required by applicable law, with respect
to Indemnitee's  entitlement thereto shall be made in such case: (i) if a Change
in Control shall have occurred,  by Independent Counsel (unless Indemnitee shall
request that such  determination  be made by the Board or the  stockholders,  in
which case in the manner  provided  for in clauses (ii) or (iii) of this Section
9.2) in a written  opinion to the Board,  a copy of which shall be  delivered to
Indemnitee;  (ii) if a Change of  Control  shall not have  occurred,  (A) by the
Board by a majority vote of a quorum consisting of Disinterested  Directors,  or
(B) if a quorum  of the  Board  consisting  of  Disinterested  Directors  is not
obtainable,  by a majority of a committee of the Board consisting of two or more
Disinterested  Directors,  or (C) by Independent Counsel in a written opinion to
the Board,  a copy of which  shall be  delivered  to  Indemnitee,  or (D) by the
stockholders of the  Corporation,  by a majority vote of a quorum  consisting of
stockholders  who are not  parties to the  proceeding,  or if no such  quorum is
obtainable,  by a  majority  vote of  stockholders  who are not  parties to such
proceeding;  or (iii) as provided in Section 10.2 of this Agreement. If it is so
determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such  determination.  Indemnitee  shall
cooperate  with the person,  persons or entity  making such  determination  with
respect to Indemnitee's  entitlement to indemnification,  including providing to
such person, persons or entity upon reasonable advance request any documentation
or information  which is not privileged or otherwise  protected from  disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such
determination.   Any  costs  or   expenses   (including   attorneys'   fees  and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or  entity  making  such  determination   shall  be  borne  by  the  Corporation
(irrespective   of  the   determination   as  to  Indemnitee's   entitlement  to
indemnification)  and the  Corporation  hereby  indemnifies  and  agrees to hold
Indemnitee harmless therefrom.

     9.3  If a Change of Control shall have occurred,  Independent Counsel shall
be selected by Indemnitee  (unless  Indemnitee shall request that such selection
be  made  by the  Board),  and  Indemnitee  shall  give  written  notice  to the
Corporation  advising it of the identity of Independent Counsel so selected.  In
either event,  Indemnitee or the  Corporation,  as the case may be, may,  within
seven days after such written notice of selection shall have been given, deliver
to the Corporation or to Indemnitee,  as the case may be, a written objection to
such  selection.  Such  objection  may  be  asserted  only  on the  ground  that
Independent  Counsel so selected does not meet the  requirements of "Independent
Counsel" as defined in Section 1 of this Agreement,  and the objection shall set
forth with  particularity  the factual basis of such assertion.  If such written
objection is made,  Independent Counsel so selected may not serve as Independent
Counsel unless and until a court has  determined  that such objection is without
merit.  If, within 20 days after  submission by Indemnitee of a written  request
for indemnification pursuant to Section 9.1

                                       5
<PAGE>

hereof,  no  Independent  Counsel  shall have been selected and not objected to,
either  the  Corporation  or  Indemnitee  may  petition  a  court  of  competent
jurisdiction,  for resolution of any objection which shall have been made by the
Corporation or Indemnitee to the other's selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by such court or
by such other person as such court shall designate,  and the person with respect
to whom an  objection  is so  resolved or the person so  appointed  shall act as
Independent  Counsel under Section 9.2 hereof. The Corporation shall pay any and
all  reasonable  fees and  expenses  of  Independent  Counsel  incurred  by such
Independent  Counsel in connection with its actions  pursuant to this Agreement,
and the Corporation  shall pay all reasonable fees and expenses  incident to the
procedures  of  this  Section  9.3,  regardless  of the  manner  in  which  such
Independent Counsel was selected or appointed. Upon the due commencement date of
any  judicial  proceeding  pursuant  to  Section  11.1(iii)  of this  Agreement,
Independent   Counsel   shall  be   discharged   and  relieved  of  any  further
responsibility  in  such  capacity  (subject  to  the  applicable  standards  of
professional conduct then prevailing).

10.  Presumptions and Effects of Certain Proceedings.
     -----------------------------------------------

     10.1 In  making  a   determination   with   respect   to   entitlement   to
indemnification   hereunder,  the  person  or  persons  or  entity  making  such
determination shall presume that Indemnitee is entitled to indemnification under
this  Agreement if  Indemnitee  has submitted a request for  indemnification  in
accordance  with Section 9.1 of this Agreement,  and the Corporation  shall have
the  burden  of proof to  overcome  that  presumption  by clear  and  convincing
evidence in connection  with the making by any person,  persons or entity of any
determination contrary to that presumption.

     10.2 If the person, persons or entity empowered or selected under Section 9
of this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within thirty (30) days after receipt by the
Corporation of the request therefor, the requisite  determination of entitlement
to  indemnification  shall be deemed to have been made and  Indemnitee  shall be
entitled to such  indemnification,  absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make  Indemnitee's
statement  not  materially  misleading,  in  connection  with  the  request  for
indemnification,  or (ii) prohibition of such  indemnification  under applicable
law; provided, however, that such 30-day period may be extended for a reasonable
time,  not to exceed an additional  thirty (30) days, if the person,  persons or
entity making the determination  with respect to entitlement to  indemnification
in good faith require(s) such additional time for the obtaining or evaluating of
documentation  and/or  information  relating  thereto;  and  provided,  further,
however,  that the foregoing provisions of this Section 10.2 shall not apply (i)
if the  determination  of  entitlement to  indemnification  is to be made by the
stockholders pursuant to Section 9.2 of this Agreement and if (A) within 15 days
after receipt by the Corporation of the request for such determination the Board
has  resolved  to  submit  such  determination  to the  stockholders  for  their
consideration  at an annual meeting thereof to be held within 75 days after such
receipt and such  determination  is made  thereat,  or (B) a special  meeting of
stockholders  is called  within 15 days after such  receipt  for the  purpose of
making such determination,  such meeting is held for such purpose within 60 days
after having been so

                                       6
<PAGE>

called and such  determination is made thereat,  or (ii) if the determination of
entitlement to indemnification is to be made by Independent  Counsel pursuant to
Section  9.2 of this  Agreement.  In  connection  with each  meeting  at which a
stockholder  determination  will be made, the Corporation  shall solicit proxies
that expressly include a proposal to indemnify or reimburse the Indemnitee.  The
Corporation shall afford the Indemnitee ample opportunity to present evidence of
the  facts  upon  which  the  Indemnitee  relies  for   indemnification  in  any
Corporation proxy statement relating to such shareholder determination.  Subject
to the fiduciary  duties of its members under applicable law, the Board will not
recommend  against  indemnification  or  reimbursement  in any  proxy  statement
relating to the proposal to indemnify or reimburse the Indemnitee.

     10.3 The  termination  of any  Proceeding or of any claim,  issue or matter
therein, by judgment,  order,  settlement or conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not (except as otherwise expressly provided
in this  Agreement)  of  itself  adversely  affect  the right of  Indemnitee  to
indemnification  or create a  presumption  that  Indemnitee  did not act in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed  to the best  interests  of the  Corporation  or,  with  respect  to any
criminal Proceeding, that Indemnitee had reasonable cause to believe that his or
her conduct was unlawful.

     10.4 Reliance as Safe Harbor.
          -----------------------

     For  purposes of this  Agreement,  the  Indemnitee  shall be deemed to have
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  Corporation,  or,  with  respect to any
criminal Proceeding,  to have had no reasonable cause to believe his conduct was
unlawful,  if his action is based on (i) the  records or books of account of the
Corporation,  or  another  enterprise,   including  financial  statements,  (ii)
information  supplied  to him by the  officers  of the  Corporation  or  another
enterprise in the course of their duties,  (iii) the advice of legal counsel for
the Corporation or another  enterprise,  or of an independent  certified  public
accountant or an appraiser or other expert  selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Section shall mean any other  corporation  or any  partnership,  joint  venture,
trust,  employee  benefit plan or other enterprise of which the Indemnitee is or
was serving at the request of the Corporation as a director,  officer,  partner,
trustee,  employee or agent.  The provisions of this Section shall not be deemed
to be  exclusive  or to limit in any way the  other  circumstances  in which the
Indemnitee  may be deemed to have met the  applicable  standard  of conduct  set
forth herein.

11.  Remedies of Indemnitee.
     ----------------------

     11.1 In the event that (i) a determination is made pursuant to Section 9 of
this Agreement  that  Indemnitee is not entitled to  indemnification  under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8
of this Agreement,  (iii) the determination of  indemnification is to be made by
Independent  Counsel  pursuant  to  Section  9.2  of  this  Agreement  and  such
determination shall not have been made and delivered in a written opinion within
60 days after  receipt by the  Corporation  of the request for  indemnification,
(iv) payment of indemnification is not made pursuant to

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<PAGE>

Section  7 of  this  Agreement  within  ten  (10)  days  after  receipt  by  the
Corporation of a written request therefor,  or (v) payment of indemnification is
not  made  within  ten (10)  days  after a  determination  has  been  made  that
Indemnitee is entitled to  indemnification  or such  determination  is deemed to
have been made pursuant to Section 9 or 10 of this Agreement,  Indemnitee  shall
be entitled to an adjudication in an appropriate  court of the State of Florida,
or in any other court of competent  jurisdiction,  of his or her  entitlement to
such indemnification or advancement of Expenses, judgments, penalties, fines or,
when eligible hereunder,  amounts paid in settlement.  The Corporation shall not
oppose Indemnitee's right to seek any such adjudication.

     11.2 In the event that a  determination  shall have been made  pursuant  to
Section 9 of this Agreement that Indemnitee is not entitled to  indemnification,
any judicial proceeding commenced pursuant to this Section shall be conducted in
all  respects  as a de novo  trial on the  merits  and  Indemnitee  shall not be
prejudiced by reason of that adverse determination.

     11.3 If a  determination  shall  have been made or deemed to have been made
pursuant to Section 9 or 10 of this  Agreement  that  Indemnitee  is entitled to
indemnification,  the Corporation  shall be bound by such  determination  in any
judicial   proceeding   commenced  pursuant  to  this  Section,   absent  (i)  a
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary  to  make  Indemnitee's  statement  not  materially   misleading,   in
connection  with the request for  indemnification,  or (ii)  prohibition of such
indemnification under applicable law.

     11.4 The  Corporation  shall be  precluded  from  asserting in any judicial
proceeding   commenced   pursuant  to  this  Section  that  the  procedures  and
presumptions of this Agreement are not valid,  binding and enforceable and shall
stipulate in any such court that the  Corporation is bound by all the provisions
of this Agreement.

     11.5 In the  event  that  Indemnitee,  pursuant  to this  Section,  seeks a
judicial  adjudication  of his or her rights  under,  or to recover  damages for
breach of, this  Agreement,  Indemnitee  shall be  entitled to recover  from the
Corporation,  and shall be indemnified by the Corporation  against,  any and all
expenses (of the kinds  described in the  definition  of Expenses)  actually and
reasonably incurred by him in such judicial adjudication,  but only if he or she
prevails therein.  If it shall be determined in such judicial  adjudication that
Indemnitee  is  entitled  to  receive  less than all of the  indemnification  or
advancement  of  expenses  sought,   the  expenses  incurred  by  Indemnitee  in
connection with such judicial adjudication shall be appropriately prorated.

12.  Non-Exclusivity; Survival of Rights; Insurance; Subrogation; Contribution.
     -------------------------------------------------------------------------

     12.1 The rights of indemnification  and to receive  advancement of Expenses
as provided by this Agreement shall not be deemed  exclusive of any other rights
to which  Indemnitee  may at any time be  entitled  under  applicable  law,  the
certificate of  incorporation or by-laws of the  Corporation,  any agreement,  a
vote of stockholders or a resolution of directors,  or otherwise.  No amendment,
alteration  or  repeal  of this  Agreement  or any  provision  hereof  shall  be
effective as to any Indemnitee with respect to

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<PAGE>

any action taken or omitted by such Indemnitee in his Corporate  Status prior to
such amendment, alteration or repeal.

     12.2 To the extent that the  Corporation  maintains an insurance  policy or
policies  providing  liability  insurance for  directors,  officers,  employees,
agents  or  fiduciaries  of  the  Corporation  or  of  any  other   corporation,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
which such person serves at the request of the Corporation,  Indemnitee shall be
covered by such policy or policies in accordance  with its or their terms to the
maximum  extent  of the  coverage  available  for any  such  director,  officer,
employee, agent or fiduciary under such policy or policies.

     12.3 In the event of any  payment  under this  Agreement,  the  Corporation
shall be  subrogated  to the  extent  of such  payment  to all of the  rights of
recovery  of  Indemnitee,  who shall  execute all papers  required  and take all
action necessary to secure such rights, including execution of such documents as
are reasonably necessary to enable the Corporation to bring suit to enforce such
rights.

     12.4 The  Corporation  shall not be liable under this Agreement to make any
payment of amounts otherwise  indemnifiable  hereunder if and to the extent that
Indemnitee  has  otherwise  actually  received  such payment under any insurance
policy, contract, agreement or otherwise.

                                       9
<PAGE>

     12.5 (a) If a  determination  is made that  Indemnitee  is not  entitled to
indemnification, after Indemnitee submits a written request therefor, under this
Agreement, then in respect of any threatened, pending or completed Proceeding in
which the  Corporation is jointly  liability with the Indemnitee (or would be if
joined in such  Proceeding),  the Corporation  shall contribute to the amount of
Expenses,  judgments,  fines and amounts paid in settlement by the Indemnitee in
such proportion as is appropriate to reflect (i) the relative  benefits received
by the Corporation on the one hand and the Indemnitee on the other hand from the
transaction  from which  Proceeding  arose,  and (ii) the relative  fault of the
Corporation  on the  one  hand  and of the  Indemnitee  on  the  other  hand  in
connection with the events that resulted in such Expenses,  judgments,  fines or
amounts  paid  in  settlement,   as  well  as  any  other   relevant   equitable
considerations. The relative fault of the Corporation on the one hand and of the
Indemnitee  on the other hand shall be  determined  by reference to, among other
things,  the parties'  relative  intent,  knowledge,  access to information  and
opportunity to correct or prevent the circumstances  resulting in such Expenses,
judgments,  fines or amounts paid in settlement.  The Corporation agrees that it
would not be just and  equitable if  contribution  pursuant to this Section were
determined by pro rata  allocation  or any other method of allocation  that does
not take into account the foregoing equitable considerations.

          (b)  The determination as to the amount of the  contribution,  if any,
shall be made by:

               (i)  a court of competent  jurisdiction  upon the  applicable  of
     both the Indemnitee and the Corporation (if the Proceeding had been brought
     in, and final determination had been rendered by such court);

               (ii) the  Board  by a  majority  vote of a quorum  consisting  of
     Disinterested Directors; or

               (iii)Independent  Counsel,  if a  quorum  is not  obtainable  for
     purpose of (ii) above,  or, even if obtainable,  a quorum of  Disinterested
     Directors so directs.

13.  Duration of Agreement.
     ---------------------

     This  Agreement  shall  continue until and terminate upon the later of: (a)
ten (10) years  after the date that  Indemnitee  shall have ceased to serve as a
director  of the  Corporation,  or (b)  the  final  termination  of all  pending
Proceedings in respect of which Indemnitee is granted rights of  indemnification
or  advancement  of  Expenses,  judgments,  penalties,  fines or amounts paid in
settlement  hereunder and or any proceeding  commenced by Indemnitee pursuant to
Section  11 of  this  Agreement.  This  Agreement  shall  be  binding  upon  the
Corporation  and its  successors  and  assigns and shall inure to the benefit of
Indemnitee  and his  spouse,  heirs,  executors,  personal  representatives  and
administrators.

                                       10
<PAGE>

14.  Severability.
     ------------

     If any  provision  or  provisions  of this  Agreement  shall  be held to be
invalid,  illegal or unenforceable for any reason whatsoever:  (a) the validity,
legality  and  enforceability  of the  remaining  provisions  of this  Agreement
(including,  without  limitation,  each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
is not  itself  invalid,  illegal  or  unenforceable)  shall  not in any  way be
affected  or  impaired  thereby;  and (b) to the fullest  extent  possible,  the
provisions of this Agreement (including, without limitation, each portion of any
Section of this  Agreement  containing  any such  provision  held to be invalid,
illegal or unenforceable,  that is not itself invalid, illegal or unenforceable)
shall  be  construed  so as to  give  effect  to the  intent  manifested  by the
provision held invalid, illegal or unenforceable.

15.  Entire Agreement.
     ----------------

     This Agreement constitutes the entire agreement between the Corporation and
the  Indemnitee  with respect to the subject  matter hereof and  supercedes  all
prior agreements,  understanding,  negotiations and discussion, both written and
oral, between the parties hereto with respect to such subject matter (the "Prior
Agreements");  provided, however, that if this Agreement shall ever be held void
or unenforceable  for any reasons  whatsoever,  and is not reformed  pursuant to
Section  14  hereof,  then  (i)  this  Agreement  shall  not be  deemed  to have
superceded  any Prior  Agreements;  (ii) all of such Prior  Agreements  shall be
deemed to be in full  force and effect  notwithstanding  the  execution  of this
Agreement; and (iii) the Indemnitee shall be entitled to maximum indemnification
benefits  provided under any Prior  Agreements,  as well as those provided under
applicable law, the certificate of  incorporation or by-laws of the Corporation,
a vote of  stockholders  or resolution of directors.

16.  Exception to Right of Indemnification or Advancement of Expenses.
     ----------------------------------------------------------------

     Except as provided  in Section  11.5,  Indemnitee  shall not be entitled to
indemnification  or advancement of Expenses under this Agreement with respect to
any  Proceeding,  or any  claim  therein,  brought  or made by him  against  the
Corporation.

17.  Covenant Not to Sue; Limitation of Actions; Release of Claims.
     -------------------------------------------------------------

     No legal  action  shall be brought and no cause of action shall be asserted
by or on behalf of the  Corporation  (or any of its  subsidiaries)  against  the
Indemnitee,   his  spouse,  heirs,   executors,   personal   representatives  or
administrators after the expiration of two (2) years from the date of accrual of
such cause of action and any claim or cause of action of the Corporation (or any
of its  subsidiaries)  shall be extinguished and deemed released unless asserted
by the  filing of a legal  action  within  such two (2) year  period;  provided,
however, that if any shorter period of limitation is otherwise applicable to any
such cause of action, such shorter period shall govern.

                                       11
<PAGE>


18.  Identical Counterparts.
     ----------------------

     This Agreement may be executed in one or more  counterparts,  each of which
shall for all  purposes  be deemed to be an original  but all of which  together
shall constitute one and the same Agreement.

19.  Headings.
     --------

     The  headings  of  the  paragraphs  of  this  Agreement  are  inserted  for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.

20.  Modification and Waiver.
     -----------------------

     No supplement, modification or amendment of this Agreement shall be binding
unless  executed in writing by both of the parties  hereto.  No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other  provisions  hereof  (whether  or not  similar)  nor shall such waiver
constitute a continuing waiver.

21.  Notice by Indemnitee.
     --------------------

     Indemnitee  agrees promptly to notify the Corporation in writing upon being
served with any summons, citation, subpoena, complaint, indictment,  information
or other  document  relating  any  Proceeding  or matter which may be subject to
indemnification  or  advancement  of Expenses,  judgments,  penalties,  fines or
amounts paid in settlement covered hereunder.

22.  Notices.
     -------

     All notices,  requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if (i)  delivered by hand
and receipted for by the party to whom such notice or other  communication shall
have been directed,  or (ii) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so mailed:

     If to Indemnitee, to:

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

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

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

                                       12
<PAGE>

     If to the Corporation, to:

          ParkerVision, Inc.
          8493 Baymeadows Way
          Jacksonville, Florida  32256
          Attention:  Corporate Secretary

or to such other address or such other person as  Indemnitee or the  Corporation
shall designate in writing in accordance with this Section,  except that notices
regarding changes in notices shall be effective only upon receipt.

23.  Governing Law.
     -------------

     The parties agree that this  Agreement  shall be governed by, and construed
and enforced in accordance with, the laws of the State of Florida  applicable to
contracts  made  and  performed  in that  state  without  giving  effect  to the
principles of conflicts of laws.

24.  Miscellaneous.
     -------------

     Use of the  masculine  pronoun  shall be  deemed  to  include  usage of the
feminine pronoun where appropriate.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
day and year first above written.

                                        PARKERVISION, INC.


                                        By:
                                           --------------------------------
                                            Jeffrey L. Parker
                                            Chief Executive Officer


                                        INDEMNITEE


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

                                       13
<PAGE>

The preceding form has been executed by the following directors and officers:

Jeffrey L. Parker
Richard L. Sisisky
David F. Sorrells
Stacie Wilf
William A. Hightower
Richard A. Kashnow
Amy L. Newmark
Todd Parker
William L. Sammons
Oscar S. Schafer
Robert G. Sterne
Cynthia L. Poehlman

                                       14