10.23

                    RESIGNATION AGREEMENT, WAIVER AND RELEASE


     This Resignation  Agreement,  Waiver and Release ("this Agreement") is made
and entered  into by and  between  ParkerVision,  Inc.  and its  successors  and
assigns (hereinafter "ParkerVision"), Jeffrey L. Parker, and Richard Sisisky and
his heirs, spouse, assigns, executors, administrators and attorneys (hereinafter
referred to as "Mr. Sisisky").

     Mr.  Sisisky has resigned  voluntarily  from his position as President  and
Chief  Operating  Officer  for  ParkerVision  and from  ParkerVision's  board of
directors, and ParkerVision,  Mr. Parker and Mr. Sisisky, desiring to settle all
existing or potential claims Mr. Sisisky has or may have against ParkerVision or
Mr. Parker, agree to the following:

     1.  OBLIGATIONS OF PARKERVISION  AND MR. PARKER:  In  consideration  of Mr.
Sisisky's  obligations set forth below, the following benefits shall be provided
to Mr. Sisisky in consideration for his obligations set forth in this Agreement:

          (a)  ParkerVision  shall  continue  Mr.  Sisisky's   compensation  and
benefits  pursuant to sections  2.1 through 2.6 of his July 23, 1998  Employment
Agreement with ParkerVision ("the 1998 Employment Agreement") as if he continued
to be  employed  with  ParkerVision  through  December  31,  2003 under the 1998
Employment  Agreement except that (i) Mr. Sisisky will not be entitled to 30,000
of vested ParkerVision Acceleration Options to which Mr. Sisisky would have been
entitled had he remained so employed, and (ii) ParkerVision's  obligation to pay
the premiums for continuation of Mr. Sisisky's group medical  insurance  through
December  31,  2003 is  contingent  upon  Mr.  Sisisky's  timely  electing  such
continuation  coverage upon his  resignation  as President  and Chief  Operating
Officer.

          (b)  ParkerVision  and Mr. Parker waive, and release Mr. Sisisky from,
all claims,  rights, and causes of action,  both known and unknown, in law or in
equity, of any kind whatsoever that ParkerVision  and/or Mr. Parker has or could
have maintained  against Mr. Sisisky through the date of signing this Agreement,
including any claim for attorney's fees.

          (c)  ParkerVision  shall allow Mr.  Sisisky  until January 15, 2003 to
continue to use the cellular telephone  ParkerVision issued to him and to remove
all of his personal belongings from ParkerVision's offices.

          (d) ParkerVision's  directors,  Jeffrey L. Parker,  David Sorrells and
Todd Parker, shall refrain from expressing (or causing others to express) to any

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third party any  derogatory or negative  opinions or statements  concerning  Mr.
Sisisky,  nor shall  ParkerVision  issue any public corporate  statement to that
effect.  If ParkerVision  makes any public  corporate  statement  concerning Mr.
Sisisky's  resigning  from his positions as  ParkerVision's  President and Chief
Operating  Officer and member of its board of directors,  such publication shall
state in substance that Mr.  Sisisky is voluntarily  resigning from his position
as ParkerVision's  President and Chief Operating Officer and member of its board
of directors, but has agreed to remain with ParkerVision as a consultant.

     2.  OBLIGATIONS  OF  MR.  SISISKY:   In  consideration  of   ParkerVision's
obligations set forth in this Agreement:

          (a) Mr. Sisisky waives, and releases ParkerVision,  and its directors,
officers,  employees,  representatives,  agents and attorneys, both individually
and collectively,  and Mr. Parker (hereinafter  collectively referred to as "the
Released Parties") from, all claims,  rights,  and causes of action,  both known
and unknown, in law or in equity, of any kind whatsoever that Mr. Sisisky has or
could have  maintained  against any of the Released  Parties through the date of
signing  this  Agreement,  including  any claim  for  attorney's  fees.  Without
limiting the generality of the foregoing,  Mr. Sisisky waives,  and releases all
of the Released Parties from, all claims,  rights, and causes of action relating
to or arising out of Mr.  Sisisky's  employment  with,  conditions of employment
with,   compensation  by,  or  separation  of  employment  from,   ParkerVision,
including,  without limitation,  any claims, rights, charges or causes of action
arising under Title VII of the Civil Rights Act of 1964,  as amended;  the Civil
Rights Acts of 1866 and 1871; the Age  Discrimination in Employment Act of 1967,
as amended (hereinafter  referred to as "the ADEA");  Executive Order Nos. 11246
and 11478; the Equal Pay Act of 1963, as amended; the Employee Retirement Income
Security Act of 1974, as amended;  the  Rehabilitation  Act of 1973, as amended;
the  Florida  Civil  Rights Act of 1992;  Florida  Statutes  ss.ss.  440.205 and
448.102; the Americans with Disabilities Act of 1990, as amended; the Family and
Medical Leave Act of 1993; the National Labor Relations Act of 1935, as amended;
the Fair Labor Standards Act of 1938, as amended;  the  Occupational  Safety and
Health  Act  of  1970,  as  amended;   and  the   Consolidated   Omnibus  Budget
Reconciliation  Act of 1985,  as amended,  and any other federal or state law or
local  ordinance,  including  any  suit in  tort  (including  fraud,  promissory
estoppel and negligence) or contract (whether oral, written or implied),  or any
other  common law or equitable  basis of action,  except for any claim which may
not lawfully be waived in this manner.

          (b) Mr.  Sisisky  represents  that while he is not legally barred from
filing a charge of  discrimination,  he has not  filed,  and does not  intend to
file, any charge of discrimination  against any of the Released Parties with any
federal,  state or local agency and understands that ParkerVision has reasonably
relied on his  representations  in this  paragraph  in  agreeing  to perform the
payment obligations set

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forth in paragraph no. 1 of this Agreement. Mr. Sisisky further waives any right
to recovery based on any charge of discrimination filed by him or on his behalf.

          (c) Mr.  Sisisky  shall resign his  employment  with  ParkerVision  as
President and Chief Operating Officer and from ParkerVision's board of directors
effective  December 20, 2002 and refrain from seeking employment with any of the
Released  Parties at any time in the future;  provided,  however,  that  through
December  31, 2003,  Mr.  Sisisky  shall be employed for the limited  purpose of
making  himself  available  as needed as a  consultant  to answer any  questions
ParkerVision's   managers  or  counsel  may  have  relating  to  Mr.   Sisisky's
responsibilities  while  employed as President  and Chief  Operating  Officer of
ParkerVision.  After December 31, 2003, Mr. Sisisky shall not be employed in any
capacity for ParkerVision,  and Mr. Sisisky specifically waives any claim he may
have  that the  termination  of his  employment  with  ParkerVision  is either a
"Without Cause  Termination"  or a termination by him for "Good Reason" as those
terms  are  defined  in  sections  3.5(a)  and  3.5(b)  of the  1998  Employment
Agreement.

          (d) Mr.  Sisisky shall refrain from  expressing  (or causing others to
express) to any third party any  derogatory  or negative  opinions or statements
concerning  ParkerVision  or  any  of  ParkerVision's   managers,   supervisors,
representatives or employees, or concerning ParkerVision's operations.

     3.  NON-DISCLOSURE.  Mr.  Sisisky  shall not disclose,  either  directly or
indirectly,  any of the terms of this Agreement,  including, but not limited to,
the amount of the  payments  set forth in  paragraph 1 or that  ParkerVision  is
paying Mr. Sisisky,  to any person or organization,  including,  but not limited
to,  members of the press and media,  present  and  former  employees,  vendors,
suppliers,  or other members of the public.  Mr. Sisisky may only disclose those
facts  in  a   privileged   context   (attorney-client,   accountant-client   or
husband-wife) with the understanding that such disclosure will remain privileged
and will not be communicated to third parties.  If asked about his  resignation,
Mr.  Sisisky  shall  state  only  that  he  has  resigned  his  employment  with
ParkerVision  voluntarily  and  amicably to pursue  other  opportunities.  Until
December 31, 2003, he may also confirm that he is continuing  with  ParkerVision
as a consultant.

     4. CONFIDENTIALITY OF PARKERVISION INFORMATION. Mr. Sisisky recognizes that
all material, including identification information,  keys, computer software and
hardware, files, manuals, tapes, reports,  financial information,  memoranda and
equipment,  ParkerVision  has  provided to Mr.  Sisisky,  or which was  prepared
within the scope of Mr.  Sisisky's  employment  with  ParkerVision,  constitutes
ParkerVision's property exclusively, and he represents that all such material in
his  custody,  possession  or control  (or copies of such  material)  has either
remained with or been returned to ParkerVision.  Mr. Sisisky shall also continue
to adhere to those provisions of the 1998 Employment Agreement with ParkerVision
relating to non-

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competition  and  confidentiality  of  certain   ParkerVision   information  not
generally  available  to the public,  and  sections  5.1 through 5.7 of the 1998
Employment Agreement are hereby incorporated into this Agreement by reference as
if  fully  set  forth  in  this  Agreement  and as if Mr.  Sisisky's  employment
termination date is considered to be December 31, 2003.

     5.  NON-ADMISSION.  Neither this Agreement,  nor anything  contained in it,
shall  be  construed  as an  admission  by any of the  Released  Parties  of any
liability, wrongdoing or unlawful conduct whatsoever.

     6.  SEVERABILITY.  If a court of  competent  jurisdiction  invalidates  any
provision  of this  Agreement,  then  all of the  remaining  provisions  of this
Agreement shall continue unabated and in full force and effect.

     7.  ENTIRE  AGREEMENT.   This  Agreement,   including  the   aforementioned
provisions of the 1998 Employment Agreement  incorporated into this Agreement by
reference,   and  the   Indemnification   Agreement   between  Mr.  Sisisky  and
ParkerVision  dated September 25, 2002, and Stock Option Agreements  between Mr.
Sisisky and ParkerVision dated July 23, 1998,  contain the entire  understanding
and agreement between the parties and shall not be modified or superseded except
upon  express  written  consent of the parties to this  Agreement.  Mr.  Sisisky
represents and acknowledges  that in executing this Agreement,  he does not rely
and has not relied upon any  representation or statement made by ParkerVision or
its agents, representatives or attorneys or Mr. Parker which is not set forth in
this Agreement.

     8. SUPERSEDES PAST AGREEMENTS.  This Agreement  supersedes and renders null
and void any previous agreements or contracts,  whether written or oral, between
Mr.  Sisisky,  ParkerVision  and  Mr.  Parker,  except  for  the  aforementioned
provisions of the 1998 Employment  Agreement and Mr.  Sisisky's  Indemnification
and Stock Option Agreements with ParkerVision.

     9.  GOVERNING  LAW.  The laws of the State of  Florida  shall  govern  this
Agreement,  and any action to enforce this  Agreement  shall be brought in Duval
County, Florida where jurisdiction and venue shall lie.

     10.  AGREEMENT  NOT TO BE USED AS  EVIDENCE.  This  Agreement  shall not be
admissible  as  evidence in any  proceeding  except one in which a party to this
Agreement  seeks to enforce this  Agreement or alleges this  Agreement  has been
breached.

     11. In any action to enforce this Agreement, the losing party shall pay the
other party its reasonable attorneys' fees and costs.

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     12.  OPPORTUNITY TO CONSIDER AND CONFER.  Mr. Sisisky  acknowledges that he
has had the  opportunity to read,  study,  consider,  and  deliberate  upon this
Agreement.  He further  acknowledges  and  understands  that he has been given a
period of twenty-one (21) days in which he may, but is not required to, consider
this Agreement, that after he signs it, he has seven (7) days in which to revoke
it to the  extent it waives any claim he may have  under the ADEA.  Mr.  Sisisky
further acknowledges that he fully understands and completely agrees with all of
the terms of this  Agreement and that he has been,  and hereby is,  specifically
advised to consult with his attorney before executing this Agreement.

     IN WITNESS WHEREOF, and intending to be legally bound hereby, ParkerVision,
Mr. Parker and Mr. Sisisky hereby execute this Resignation Agreement, Waiver and
Release,  consisting  of five (5)  pages  (including  this  signature  page) and
including twelve (12) enumerated  paragraphs,  by signing below  voluntarily and
with full knowledge of the significance of all of its provisions.

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     PLEASE  READ  CAREFULLY.  THIS  RESIGNATION  AGREEMENT,  WAIVER AND RELEASE
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Sworn to and subscribed before me
this 27th day of December, 2002.

                                             /s/ Richard Sisisky
-----------------------------------          -------------------
Notary Public, State of Florida              Richard Sisisky
at Large.  My Commission Expires:


Executed at Jacksonville, Florida, this 27th day of December, 2002.


Sworn to and subscribed before me
this 9th day of January, 2003.

                                             /s/ Jeffrey L. Parker
-----------------------------------          ---------------------
Notary Public, State of Florida              Jeffrey L. Parker for
at Large. My Commission Expires:             ParkerVision, Inc. and himself


Executed at Jacksonville, Florida, this 9th day of January, 2003.

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