EXHIBIT 4.7


THE SECURITIES  EVIDENCED BY THIS WARRANT  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933 (THE "ACT") AND MAY NOT BE  OFFERED,  SOLD OR
OTHERWISE TRANSFERRED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT
OR, IN THE OPINION OF COUNSEL, IN FORM AND SUBSTANCE  SATISFACTORY TO THE ISSUER
OF THESE  SECURITIES,  SUCH  OFFER,  SALE OR  TRANSFER  OR  HYPOTHECATION  IS IN
COMPLIANCE THEREWITH.


                                     WARRANT
                            TO PURCHASE COMMON STOCK
                                       OF
                               PARKERVISION, INC.

                           (void after March 10, 2010)


No. W-<<Num>>

         THIS CERTIFIES THAT, for value received, <<NAME>> or registered assigns
(the  "Holder"),  subject  to the terms and  conditions  herein  set  forth,  is
entitled  to  purchase  from  ParkerVision,  Inc.,  a Florida  corporation  (the
"Company"),  at any time before  5:00 p.m.  New York City time on March 10, 2010
(the         "Termination         Date"),          <<WordNumberOfWarrantShares>>
(<<NumberOfWarrantShares>>)  shares  (the  "Warrant  Shares")  of the  Company's
common  stock,  $.01 par value per share (the  "Common  Stock"),  at a price per
share  equal to the  Warrant  Price (as  defined  below)  upon  exercise of this
Warrant pursuant to Section 5 hereof. The number of Warrant Shares is subject to
adjustment under Section 2.

1.  Definitions.  As  used  in  this  Warrant,  the  following  terms  have  the
definitions ascribed to them below:

                  (a) "Business Day" means any day other than a Saturday, Sunday
         or a day on which  commercial  banks in The City of New York,  New York
         are authorized or required by law or executive order to remain closed.

                  (b) "Issuance Date" means March 10, 2005.

                  (c) "Offering Warrants" shall have the meaning ascribed to the
term in Section 9.

                  (d) "Optional  Redemption  Date"  means,  with  respect to the
redemption of this Warrant pursuant to Section 6, the Business Day,  selected by
the  Company  in  accordance  with  Section  6, on which  this  Warrant is to be
redeemed.

                  (e) "Optional  Redemption  Period"  means   the  period   that
commences on March 10, 2007 and ends on March 10, 2010.
<PAGE>

                  (f) "Optional Redemption Price" means $0.01.

                  (g) "Other  Purchase  Agreements"  means the several  Purchase
Agreements,  dated as of March 10,  2005,  by and  between  the  Company and the
respective initial holders of the Other Warrants.

                  (h) "Other  Warrants"  means the several  Warrants to purchase
Common Stock of the Company issued by the Company pursuant to the Other Purchase
Agreements,  or any such Warrant issued upon transfer  thereof or in replacement
of any such Warrant that is lost,  stolen,  destroyed or mutilated,  as the same
may be amended or supplemented in accordance with the terms hereof and thereof.

                  (i) "Person" means any individual,  corporation,  partnership,
limited liability company,  trust,  incorporated or unincorporated  association,
joint venture,  joint stock company,  governmental  authority or other entity of
any kind,  and shall  include any  successor  (by merger or  otherwise)  of such
entity.

                  (j) "Principal  Market" means at any time Nasdaq or such other
U.S. market or exchange which is the principal  market on which the Common Stock
is then listed for trading.

                  (k) "Purchase  Agreement" means that certain Stock and Warrant
Purchase  Agreement  dated as of March 10,  2005  between  the  Company  and the
initial Holder of this Warrant.

                  (l) "Registration Period" shall have the meaning  ascribed  to
such term in Section  7.1(c) of the Purchase Agreement.

                  (m) "Trading  Day"  means  at  any  time a day  on  which  the
Principal Market is open for the general trading of securities.

                  (n)  "VWAP"  of any  security  on any  Trading  Day  means the
volume-weighted  average  price  of such  security  on such  Trading  Day on the
Principal Market, as reported by Bloomberg  Financial,  L.P., based on a Trading
Day from 9:30 a.m.,  Eastern  Time, to 4:00 p.m.,  Eastern  Time,  using the AQR
Function, for such Trading Day.

                  (o)  "Warrant   Price"  means  $9.00  per  share   subject  to
adjustment under Section 2.

2.    Adjustments and Notices. The Warrant Price and/or the Warrant Shares shall
be subject  to adjustment  from time to time in accordance  with this Section 2.
The Warrant Price and/or the Warrant  Shares shall be adjusted to reflect all of
the following events that occur on or after the Issuance Date.

      (a) Subdivision,  Stock  Dividends  or Combinations.  In case  the Company
shall at any time subdivide the outstanding  shares of the Common Stock or shall
issue a stock  dividend with respect to the Common  Stock,  the Warrant Price in
effect  immediately  prior to such  subdivision or the issuance of such dividend
shall be proportionately  decreased,  and the number of Warrant Shares for which
this  Warrant may be  exercised  immediately  prior to such  subdivision  or the
issuance  of such  dividend  shall  be  proportionately  increased.  In case the
Company  shall at any time combine the  outstanding  shares of the Common Stock,
the  Warrant  Price in effect  immediately  prior to such  combination  shall be
proportionately  increased,  and the  number of  Warrant  Shares  for which this
Warrant  may be  exercised  immediately  prior  to  such  combination  shall  be
proportionately  decreased. In each of the foregoing cases, the adjustment shall
be effective at the close of business on the date of such subdivision,  dividend
or combination, as the case may be.

                                      -2-
<PAGE>

      (b) Reclassification, Exchange or Substitution. Upon any reclassification,
exchange, substitution or other event that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of this
Warrant, the Holder shall be entitled to receive, upon exercise of this Warrant,
the number and kind of securities that Holder would have received if this
Warrant had been exercised immediately before the record date for such
reclassification, exchange, substitution, or other event. The Company or its
successor shall promptly issue to Holder a new warrant for such new securities.
The new warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
2 including, without limitation, adjustments to the Warrant Price and to the
number of securities issuable upon exercise or conversion of the new warrant.
The provisions of this Section 2(b) shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events.

      (c) Reorganization,  Merger etc. In case of any merger or consolidation of
the  Company  into or with  another  corporation  where  the Company is not  the
surviving corporation,  or sale, transfer or lease (but not including a transfer
or lease by pledge or  mortgage to a bona fide  lender) of all or  substantially
all of the assets of the Company,  the Company,  or such successor or purchasing
corporation,  as the case may be,  shall,  as a  condition  to closing  any such
reorganization,  merger or sale, duly execute and deliver to the Holder hereof a
new  warrant so that the  Holder  shall  have the right to  receive,  at a total
purchase price not to exceed that payable upon the exercise or conversion of the
unexercised  portion  of  this  Warrant,  and  in  lieu  of the  Warrant  Shares
theretofore  issuable upon exercise or conversion of this Warrant,  the kind and
amount of shares of stock, other securities,  money and property that would have
been  receivable  upon such  reorganization,  merger or sale by the Holder  with
respect to the Warrant  Shares if this  Warrant had been  exercised  immediately
before the consummation of such transaction.  Such new warrant shall provide for
adjustments  that shall be as nearly  equivalent  as may be  practicable  to the
adjustments  provided for in this Section 2. The provisions of this subparagraph
(c) shall  similarly  apply to successive  transactions of the type described in
this subparagraph (c).

      (d) Certificate   of  Adjustment.   In  each  case  of  an  adjustment  or
readjustment of the Warrant Price, the Company, at its own expense,  shall cause
its Principal  Financial  Officer to compute such  adjustment or readjustment in
accordance  with the  provisions  hereof and prepare a certificate  showing such
adjustment  or  readjustment,  and shall mail such  certificate,  by first class
mail,  postage  prepaid,  to the Holder.  The  certificate  shall set forth such
adjustment  or  readjustment,  showing  in detail  the  facts  upon  which  such
adjustment or readjustment is based. No adjustment of the Warrant Price shall be
required  to be made  unless it would  result in an  increase  or decrease of at
least one cent, but any  adjustments  not made because of this sentence shall be
carried  forward and taken into account in any subsequent  adjustment  otherwise
required hereunder.

      (e) No Impairment.  The Company  shall not, by  amendment of its  charter,
by-laws or other organizational documents, or through a reorganization, transfer
of assets, consolidation,  merger, dissolution,  issue, or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be  observed  or  performed  under  this  Warrant  by the
Company,  but shall  subject to Section 10 at all times in good faith  assist in
carrying  out all of the  provisions  of this  Section 2 and in taking  all such
action as may be necessary or appropriate  to protect the Holder's  rights under
this Section 2 against impairment.

                                      -3-
<PAGE>

      (f)  Fractional  Shares.  No  fractional  shares  shall be  issuable  upon
exercise  or  conversion  of the  Warrant  and the number of shares to be issued
shall be rounded down to the nearest whole share. If a fractional share interest
arises upon any  exercise  or  conversion  of the  Warrant,  the  Company  shall
eliminate such fractional share interest by paying the Holder an amount computed
by multiplying the fractional interest by the fair market value of a full share.

3.    No Shareholder  Rights.  This Warrant,  by itself, as  distinguished  from
any  shares  purchased  hereunder,  shall not  entitle the  Holder to any of the
rights of a shareholder of the Company.

4.    Reservation of Stock. The Company  will reserve  from its  authorized  and
unissued stock a sufficient  number of shares to provide for the issuance of the
Warrant Shares upon the exercise of this Warrant. Issuance of this Warrant shall
constitute  full  authority to the  Company's  officers who are charged with the
duty of  executing  stock  certificates  to  execute  and  issue  the  necessary
certificates for the Warrant Shares issuable upon the exercise of this Warrant.

5.    Exercise of Warrant.

      (a)  This Warrant may be exercised by the  Holder hereof,  in whole or  in
part, at any time prior to the  termination of this Warrant,  at the election of
the  Holder  hereof  (with the  notice  of  exercise  substantially  in the form
attached  hereto as Attachment 1 duly completed and executed),  by the surrender
of this Warrant at the principal office of the Company or transfer agent and the
payment to the Company,  by certified or bank check,  or by wire  transfer to an
account  designated  by the  Company of an amount  equal to the then  applicable
Warrant Price  multiplied by the number of Warrant Shares then being  purchased.
This Warrant  shall be deemed to have been  exercised  immediately  prior to the
close of business on the date of its surrender  for exercise as provided  above,
and the person  entitled  to  receive  the  Warrant  Shares  issuable  upon such
exercise  shall be treated  for all  purposes  as the  holder of such  shares of
record as of the close of  business on such date.  As  promptly  as  practicable
after such date,  the  Company  shall issue and deliver to the person or persons
entitled to receive the same a  certificate  or  certificates  for the number of
full Warrant Shares issuable upon such exercise.

      (b)  Notwithstanding anything to the contrary  contained in Section  5(a),
if the Holder elects to exercise this Warrant during the Registration Period and
at a time when a  Registration  Statement  covering  the resale by the Holder of
shares of  Common  Stock  issuable  upon the  exercise  of this  Warrant  is not
effective  or available  for use by the Holder,  the Holder may elect to receive
shares  equal  to the  value  of this  Warrant  (or the  portion  thereof  being
exercised) by surrender of this Warrant at the  principal  office of the Company
together with notice of such election  substantially in the form attached hereto
as  Attachment 1 duly  completed  and executed (a "Net  Exercise").  The Company
shall issue to a Holder who Net  Exercises a number of Warrant  Shares  computed
using the following formula:

                                    Y (A - B)
                                    ---------
                             X =        A

                                      -4-
<PAGE>

         Where

                  X =   The number of Warrant Shares to be issued to the Holder.

                  Y =   The  number  of Warrant Shares  purchasable  under  this
                        Warrant or, if  only a portion of the  Warrant is  being
                        exercised, the  portion of the  Warrant being  cancelled
                        (at the date of such calculation).

                  A =   The  fair market value of one (1) Warrant  Share (at the
                        date of such calculation).

                  B =   The Warrant Price  (as  adjusted  to the  date  of  such
                        calculation).

         For  purposes  of this  Section 5, the fair  market  value of a Warrant
Share shall mean:

         (i)      If traded on a securities exchange, the Nasdaq National Market
                  or Nasdaq SmallCap Market, the fair market value of the Common
                  Stock shall be deemed to be the average of the closing  prices
                  of the Common  Stock on such  exchange or market over the five
                  trading days immediately prior to the Determination Date;

         (ii)     If traded on the Nasdaq  Stock  Market  (other than the Nasdaq
                  National   Market  or  Nasdaq   SmallCap   Market)   or  other
                  over-the-counter  system,  the fair market value of the Common
                  Stock  shall be deemed to be the  average of the  closing  bid
                  prices  of  the  Common  Stock  over  the  five  trading  days
                  immediately prior to the Determination Date; and

                  (iii)    If there is no public  market for the  Common  Stock,
                           the fair market  value shall be the price per Warrant
                           Share that the  Company  could  obtain from a willing
                           buyer for Warrant  Shares  sold by the  Company  from
                           authorized  but  unissued  Warrant  Shares,  as  such
                           prices  shall  be  determined  in good  faith  by the
                           Company's Board of Directors.

In the event  that this  Warrant  is  exercised  pursuant  to this  Section 5 in
connection  with the  consummation  of the Company's sale of its Common Stock or
other securities  pursuant to a registration  statement under the Securities Act
of 1933, as amended (other than a registration statement relating either to sale
of  securities to employees of the Company  pursuant to its stock option,  stock
purchase or similar plan or a Rule 145 transaction) (a "Public  Offering"),  the
fair market value per Warrant Share shall be the per share offering price to the
public of the Public Offering.

6.    Optional Redemption.

      (a)  Optional  Redemption.  At any  time during  the  Optional  Redemption
Period,  the Company  shall have the right on one  occasion  only to redeem this
Warrant  in whole or in part as  provided  herein  by  payment  of the  Optional
Redemption Price pursuant to this Section 6 on the Optional  Redemption Date, so
long as the following conditions precedent are satisfied:

                                      -5-
<PAGE>

                  (i)   a Registration  Statement  covering  the  resale  by the
         Holder  of shares of Common  Stock  issuable  upon the exercise of this
         Warrant is effective and available for use by the Holder;

                  (ii)  on  at  least  15  Trading  Days  in  the  period  of 20
         consecutive  Trading Days ending on and including a Trading Day that is
         not more than five Trading Days prior to the date the Company gives the
         Optional  Redemption  Notice,  the VWAP of the Common  Stock shall have
         been at least  200  percent  of the  Warrant  Price in  effect  on such
         Trading Day; and

                  (iii) on the date the Optional Redemption Notice is given, the
         Company has funds available to pay the Optional Redemption Price on the
         Optional Redemption Date,

         (b) Procedures for Exercising Optional Redemption. In order to exercise
its right of redemption under this Section 6, the Company shall give an Optional
Redemption  Notice to the  Holder  not less than ten  Trading  Days or more than
twenty Trading Days prior to the Optional Redemption Date, stating that:

                  (i)   the  Company  is  exercising  its  right  to redeem this
         Warrant in accordance with this Section 6;

                  (ii)  the  number of shares of  Common Stock  subject  to this
         Warrant to be redeemed;

                  (iii) the amount of the Optional  Redemption  Price payable on
         the Optional Redemption Date;

                  (iv)  the Optional Redemption Date;

                  (v)   that all of  the conditions of this  Section 6 entitling
         the Company to call this Warrant for redemption have been met.

On the  Optional  Redemption  Date (or such later date as the Holder  surrenders
this Warrant to the  Company) the Company  shall pay to or upon the order of the
Holder, by wire transfer of immediately available funds to such account as shall
be specified for such purpose by the Holder.

         (c) The Company  shall not be  entitled  to give the OptionalRedemption
Notice or to redeem any portion of this Warrant with respect to which the Holder
has given a Notice of  Exercise  on or prior to the date the  Company  gives the
Optional   Redemption  Notice.   Notwithstanding  the  giving  of  the  Optional
Redemption  Notice,  the Holder shall be entitled to exercise all or any portion
of this Warrant,  at any time until the Optional  Redemption Date, in accordance
with the terms of this Warrant, by giving a notice of exercise. On and after the
Optional  Redemption  Date,  the Holder shall have no further  rights  except to
receive, upon surrender of this agreement the Optional Redemption Price.

                                      -6-
<PAGE>

         (d) In order that the  Company shall not discriminate among  the Holder
and the holders of the Other Warrants, the Company agrees that the redemption of
this  Warrants  pursuant  to this  Section 6 shall be made at the same time as a
redemption by the Company of the Other Warrants and that such  redemption  shall
be made pro rata based on the number of shares of Common Stock issuable upon the
exercise of this  Warrant  and the Other  Warrants  outstanding  on the date the
Company  gives the  Optional  Redemption  Notice.  In order that the Company not
discriminate  among the  Holders  and the  holders  of the Other  Warrants,  the
Company  agrees that it shall not redeem any of the other  Warrants  pursuant to
the  provisions  thereof  similar  to  this  Section  6(c)  unless  the  Company
simultaneously redeems this Warrant in accordance with this Section 6(c).

7.    Transfer of Warrant. This  Warrant may be  transferred  or assigned by the
Holder hereof as a whole or in part, provided that the transferor  provides,  at
the Company's  request,  an opinion of counsel  satisfactory to the Company that
such transfer does not require registration under the Securities Act.

8.    Legends. Upon issuance, the  certificate  or  certificates  evidencing any
Warrant Shares shall bear legends as set forth in the Purchase Agreement.

9.    Purchase  Agreement.  This  Warrant  is one of a  number of  warrants (the
"Offering Warrants") issued pursuant to the Purchase Agreement,  and the Warrant
Shares  shall be entitled to the rights  conferred  thereon  under the  Purchase
Agreement,  including  without  limitation the  registration  rights provided in
Section 7 thereof.

10.   Termination. This Warrant shall terminate at 5:00 p.m. New York City time
on the Termination Date.

11.   Miscellaneous.  This Warrant shall be governed by the laws of the State of
New York, as such laws are applied to contracts to be entered into and performed
entirely in New York by New York  residents.  The parties  hereby agree that all
actions or proceedings arising directly or indirectly from or in connection with
this Warrant  shall be litigated  only in the Supreme  Court of the State of New
York or the United States  District Court for the Southern  District of New York
located in New York County,  New York.  The Company  consents and submits to the
jurisdiction  and venue of the foregoing courts and consents that any process or
notice  of  motion or other  application  to  either  of said  courts or a judge
thereof may be  serviced on the Company  inside or outside the State of New York
or the Southern District of New York (but with respect to any party hereto, such
consent shall not be deemed a general  consent to  jurisdiction  and service for
any third parties) by registered mail, return receipt requested, directed to the
Company at its address  proved in or pursuant to this  Warrant  (and  service so
made  shall be deemed  complete  three  days  after the same has been  posted as
aforesaid) or by personal  service or in such other manner as may be permissible
under the rules of said courts. The Company hereby waives any right to object to
a proceeding in such courts based on  inconvenience  of the forum and waives any
right  to a jury  trial  in  connection  with any  litigation  pursuant  to this
Warrant.  The  headings in this  Warrant are for  purposes  of  convenience  and
reference  only,  and shall not be deemed to  constitute a part hereof.  Neither
this Warrant nor any term hereof may be changed or waived orally, but only by an
instrument  in writing  signed by the Company  and the  Holder.  All notices and
other  communications  from the Company to the Holder of this  Warrant  shall be
delivered personally or by facsimile transmission or mailed by first class mail,
postage prepaid,  to the address or facsimile number furnished to the Company in
writing by the last Holder of this  Warrant who shall have  furnished an address
or  facsimile  number to the Company in writing,  and if mailed  shall be deemed
given  three days  after  deposit in the United  States  mail.  Upon  receipt of

                                      -7-
<PAGE>

evidence  satisfactory  to the Company of the ownership of and the loss,  theft,
destruction  or  mutilation  of any  Warrant  and, in the case of any such loss,
theft or destruction,  upon receipt of indemnity or security satisfactory to the
Company or, in the case of any such mutilation,  upon surrender and cancellation
of such  Warrant,  the  Company  will make and  deliver,  in lieu of such  lost,
stolen,  destroyed  or  mutilated  Warrant,  a new  Warrant  of like  tenor  and
representing the right to purchase the same aggregate number of shares of Common
Stock.



                                      -8-
<PAGE>

ISSUED:  March 10, 2005


PARKERVISION, INC.


         By:__________________________________

         Name:________________________________

         Title:_________________________________




                                      -9-
<PAGE>

                                                                    ATTACHMENT 1



NOTICE OF EXERCISE

TO:      PARKERVISION, INC.

1.       The undersigned hereby:

  |_|    elects to  purchase  __________  shares of Common  Stock of the Company
         pursuant to the terms of the  attached  Warrant,  and tenders  herewith
         payment of the purchase price of such shares in full, or

  |_|    elects to exercise its net issuance  rights pursuant to Section 5(b) of
         the attached Warrant with respect to __________ shares of Common Stock.

2.       The undersigned hereby  represents and warrants to the Company that the
         representations and warranties  made in  Section  5.1 of the  Stock and
         Warrant Purchase  Agreement by and between the Investor and the Company
         dated March 10, 2005, are true and correct as of this date.

3.       Please issue a  certificate  or certificates  representing said Warrant
         Shares in the name  of the  undersigned  or in  such  other  name as is
         specified below:

                         ------------------------------
                 (Name in which certificate(s) are to be issued)


                         -------------------------------
                                    (Address)




                                              --------------------------------
                                                  (Name of Warrant Holder)

                                              By:
                                                 -----------------------------
                                              Title:
                                                    --------------------------

                                              Date signed:
                                                          --------------------


                                      -10-
<PAGE>

                                                                    ATTACHMENT 2

                               PARKERVISION, INC.

OPTIONAL REDEMPTION NOTICE


TO:
                                                                       --------
                                (Name of Holder)

         1.  Pursuant to the terms of the Warrant to purchase  Common Stock (the
"Warrant"),  ParkerVision,  Inc., a Florida  corporation  (the  "Company"),  the
Company hereby  notifies the  above-named  Holder that the Company is exercising
its right to redeem the Warrant in  accordance  with Section 6 of the Warrant as
set forth below:

             (i)   The number of  shares of Common Stock of the Company issuable
pursuant to the Warrant to be redeemed is _________.

             (ii)  The Optional Redemption Price is _________.

             (iii) The Optional Redemption Date is .

         2.  All  of  the  conditions  of  Section 6  of  the  Warrant  for this
redemption have been satisfied.

         3.  Capitalized terms used herein and not otherwise defined herein have
the respective meanings provided in the Warrant.

Date                                          PARKERVISION, INC.
     -------------------



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

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



                                      -11-