10.24

                             SUBSCRIPTION AGREEMENT
                             ----------------------

     This  Subscription   Agreement  is  executed  as  of  March  26,  2003,  by
ParkerVision,  Inc., a Florida  corporation,  with an office at 8493  Baymeadows
Way,  Jacksonville,  Florida 32256 (hereinafter referred to as the "ISSUER") and
Leucadia National  Corporation,  a New York  corporation,  with an office at the
address  on  the  signature  page  hereof   (hereinafter   referred  to  as  the
("SUBSCRIBER")  in reliance upon the exemption  contained in Section 4(2) of the
Securities Act of 1933, as amended ("Securities Act").

     This  Subscription  Agreement  has  been  entered  into for the sale of the
number of shares of the Issuer's Common Stock,  $.01 par value ("Common Stock"),
determined by the formula set forth in Section 1.a  (hereinafter  referred to as
the "Shares").

     The parties hereto hereby agree as follows:

     1.   AGREEMENT TO SUBSCRIBE; SUBSCRIPTION PRICE.

          a.   SUBSCRIBER  hereby  subscribes  for  639,387  Shares,  and ISSUER
               agrees to sell such Shares,  for an aggregate  purchase  price of
               $2,500,000  ("Purchase Price"), that number of Shares (rounded up
               to the nearest  whole number of shares) being equal to $2,500,000
               divided by the number obtained by (a) dividing (y) the sum of the
               daily  weighted  average sale price  (determined  for each day by
               taking  the daily  weighted  average  of the sale  prices of such
               stock for such day) of the common stock of the ISSUER for the ten
               consecutive trading days ending the trading day immediately prior
               to the date  hereof,  as such  prices are  reported by The Nasdaq
               Stock Market,  Inc., by (z) ten and (b)  multiplying the quotient
               by 0.80.

          b.   FORM  OF  PAYMENT.   On  the  Closing  Date,  as  defined  below,
               SUBSCRIBER  shall pay the Purchase Price for the Shares purchased
               hereunder  by wire  transfer  of same day funds in United  States
               Dollars to the  depository  designated by the ISSUER,  payable to
               the order of ISSUER,  against delivery to SUBSCRIBER by ISSUER no
               later  than  one  day  after  the  Closing  Date  of one or  more
               certificates representing the Shares.

     2.   SUBSCRIBER REPRESENTATIONS.

          a.   TRANSACTIONAL REPRESENTATIONS. SUBSCRIBER represents and warrants
               to ISSUER as follows:

               (i)   SUBSCRIBER is purchasing the Shares for its own account for
                     investment   purposes   and   not   with  a   view   toward
                     distribution.

               (ii)  SUBSCRIBER  understands  that  the  Shares  have  not  been
                     registered   under  the   Securities   Act  and  that  such
                     securities are  "restricted  securities" as defined in Rule
                     144  promulgated  under  the  Securities  Act.   SUBSCRIBER
                     further understands that the

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                     Shares may not be  offered,  resold,  pledged or  otherwise
                     transferred by such SUBSCRIBER  except:  A) (1) pursuant to
                     an effective  registration  statement  under the Securities
                     Act, or (2)  pursuant to an  available  exemption  from the
                     registration  requirements of the Securities Act; and B) in
                     accordance  with  all  applicable  securities  laws  of the
                     states of the United States and other jurisdictions;

               (iii) SUBSCRIBER  understands  that the  purchase  of the  Shares
                     involves  a high  degree of risk and  further  acknowledges
                     that it can bear the  economic  risk of the purchase of the
                     securities, including the total loss of its investment;

               (iv)  SUBSCRIBER  understands  that the Shares are being  offered
                     and sold to it in reliance on specific  exemptions from the
                     registration  requirements of federal and state  securities
                     laws and that the  ISSUER  is  relying  upon the  truth and
                     accuracy of the  representations,  warranties,  agreements,
                     acknowledgments  and understandings of SUBSCRIBER set forth
                     herein  in order to  determine  the  applicability  of such
                     exemptions and the  suitability of SUBSCRIBER  with respect
                     to acquiring the securities;

               (v)   SUBSCRIBER  is  sufficiently  experienced  in financial and
                     business matters to be capable of evaluating the merits and
                     risks of its investment,  and to make an informed  decision
                     relating thereto; and

               (vi)  In evaluating its investment,  SUBSCRIBER has consulted its
                     own investment and/or legal and/or tax advisors.

          b.   CURRENT  PUBLIC   INFORMATION.   SUBSCRIBER   acknowledges   that
               SUBSCRIBER  has been  furnished  with or has  otherwise  acquired
               copies of the  ISSUER's  Annual  Report on Form 10-K for the year
               ended  December  31, 2001,  and Form 10-Q for the quarters  ended
               March 31, 2002,  June 30, 2002,  and September  30, 2002,  all as
               filed with the Securities and Exchange Commission (the "SEC") and
               the ISSUER's press release dated March 21, 2003 setting forth the
               year end  results as of December  31,  2002.  SUBSCRIBER  further
               acknowledges  that  SUBSCRIBER has read and  understands the Risk
               Factors set forth in Exhibit 99.1 to the  ISSUER's  Form 10-Q for
               the quarter ended September 30, 2002.

          c.   INDEPENDENT INVESTIGATION;  ACCESS. SUBSCRIBER acknowledges that,
               in making its decision to purchase the Shares  subscribed for, it
               has relied on the publicly available information about the ISSUER
               and  upon   independent   investigations   made  by  it  and  its
               representatives,  if any. SUBSCRIBER and such representatives, if
               any,  prior to the sale to it of the securities  offered  hereby,
               have been given access to, and the  opportunity  to examine,  all
               material books and records of the ISSUER,  all material contracts
               and  documents  relating to the ISSUER and this  offering  and an
               opportunity to ask questions of, and to receive answers

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<PAGE>

               from,  executive officers of ISSUER concerning the ISSUER and the
               terms  and  conditions  of  this  offering.  SUBSCRIBER  and  its
               advisors,  if any, acknowledge that they have received answers to
               any  such  inquiries  and  copies  of   documentary   information
               requested.

          d.   NO GOVERNMENT RECOMMENDATION OR APPROVAL.  SUBSCRIBER understands
               that no federal or state agency has passed on or made any finding
               or determination relating to the fairness of an investment in the
               Shares,  or has  passed  or made,  or will  pass on or make,  any
               recommendation or endorsement of the Shares.

     3.   ISSUER REPRESENTATIONS.

          a.   AUTHORITY;  CORPORATE ACTION.  ISSUER has all necessary corporate
               power and authority to enter into this Subscription Agreement and
               to consummate the transactions contemplated hereby. All corporate
               action   necessary  to  be  taken  by  ISSUER  to  authorize  the
               execution,   delivery  and   performance  of  this   Subscription
               Agreement,  and all other agreements and instruments delivered by
               ISSUER in connection with the  transactions  contemplated  hereby
               has been duly and validly taken and this  Subscription  Agreement
               has been duly executed and delivered by ISSUER. This Subscription
               Agreement  constitutes the legal, valid and binding obligation of
               ISSUER and is enforceable in accordance with its terms, except as
               enforceability  may  be  limited  by (i)  applicable  bankruptcy,
               insolvency,  reorganization,  moratorium,  fraudulent transfer or
               similar  laws of general  application  now or hereafter in effect
               affecting  the rights and  remedies of  creditors  and by general
               principles of equity (regardless of whether enforcement is sought
               in a proceeding at law or in equity);  and (ii) the applicability
               of the federal and state  securities laws and public policy as to
               the enforceability of the indemnification provisions of Section 7
               hereof.  The sale by the ISSUER of the Shares  does not  conflict
               with the certificate of  incorporation  or by-laws of the ISSUER,
               or any  material  contract by which the ISSUER or its property is
               bound,  or any  federal or state laws or  regulations  or decree,
               ruling or judgment of any United States or state court applicable
               to the ISSUER or its property.

          b.   PARKERVISION  CAPITALIZATION.  The ISSUER is  authorized to issue
               100,000,000  shares  of Common  Stock,  and  5,000,000  shares of
               preferred  stock, of which, as of the Closing Date,  after giving
               effect to the transactions contemplated by this Agreement and the
               simultaneous  sale of shares of common stock to Jeffrey L. Parker
               and his affiliates and relatives as referenced herein, 15,244,532
               shares of Common Stock and no shares of preferred stock will have
               been issued and outstanding.

          c.   PARKERVISION  SHARES.  The  shares  of  Common  Stock  issued  to
               SUBSCRIBER  pursuant  to this  Subscription  Agreement  are  duly
               authorized, validly issued, fully paid and non-assessable.

          d.   RULE  144   REQUIREMENTS.   ISSUER  agrees  to  use  commercially
               reasonable efforts:

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<PAGE>

               (i)   to make and keep  public  information  available,  as those
                     terms  are  understood  and  defined  in Rule 144 under the
                     Securities Act;

               (ii)  to file with the SEC in a timely  manner  all  reports  and
                     other documents required of ISSUER under the Securities Act
                     and the  Securities  Exchange Act of 1934,  as amended (the
                     "Exchange Act"); and

               (iii) to furnish to SUBSCRIBER  upon request a written  statement
                     by  ISSUER  as  to  its   compliance   with  the  reporting
                     requirements  of said Rule 144, and of the  Securities  Act
                     and the Exchange  Act, a copy of the most recent  annual or
                     quarterly  report of  ISSUER,  and such other  reports  and
                     documents of ISSUER as SUBSCRIBER may reasonably request to
                     avail itself of any similar rule or  regulation  of the SEC
                     allowing   it  to  sell   any   such   securities   without
                     registration.

          e.   SEC DOCUMENTS.  ISSUER's  Common Stock is registered  pursuant to
               Section  12(g) of the Exchange Act.  Since  January 1, 1999,  the
               ISSUER has  timely  filed  with the SEC all  reports,  schedules,
               forms,  statements and other documents required to be filed (such
               reports,  schedules,  forms,  statements and other  documents are
               hereinafter  referred  to as the  "SEC  Documents").  As of their
               respective  dates,  the SEC  Documents  complied in all  material
               respects  with  the  requirements  of the  Securities  Act or the
               Exchange  Act, as the case may be, and the rules and  regulations
               of  the  SEC  promulgated   thereunder  applicable  to  such  SEC
               Documents,  and  none  of the  SEC  Documents  as of  such  dates
               contained  any untrue  statement of a material fact or omitted to
               state a material fact required to be stated  therein or necessary
               in  order  to  make  the  statements  therein,  in  light  of the
               circumstances  under which they were made,  not  misleading.  The
               financial  statements of the ISSUER included in the SEC Documents
               (the  "Financial  Statements")  comply as to form in all material
               respects  with  applicable   accounting   requirements   and  the
               published rules and regulations of the SEC with respect  thereto,
               have  been  prepared  in  accordance   with  GAAP  applied  on  a
               consistent  basis during the periods involved (except in the case
               of unaudited statements, as permitted by Rule 10-01 of Regulation
               S-X) and fairly present, in all material respects,  the financial
               position of the ISSUER as of the dates thereof and the results of
               operations  and cash  flows for the  periods  then  ended (on the
               basis  stated  therein  and  subject,  in the  case of  unaudited
               quarterly  statements,  to the absence of  complete  notes and to
               normal  year-end audit  adjustments).  Except as disclosed in the
               March 21, 2003 press release of the ISSUER,  since  September 30,
               2002,  there has been no material  adverse  change in the assets,
               business,  condition  (financial  or  otherwise),  or  results of
               operations,  of the ISSUER.  Since September 30, 2002, there have
               been no events relating to the business or financial condition of
               the ISSUER  that  requires  the filing of a Report on Form 8-K by
               the ISSUER.

          f.   GENERAL  DOCUMENT  REPRESENTATION.  The written  materials of the
               ISSUER previously delivered to SUBSCRIBER in connection with this

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<PAGE>

               Subscription   Agreement,   at  the  time  they  were   given  to
               SUBSCRIBER, were true and accurate in all material respects.

          g.   CONTEMPORANEOUS SALE OF COMMON STOCK.  Simultaneously with and as
               a  condition  to the sale of the  Shares to the  SUBSCRIBER,  the
               ISSUER,  on terms which are not more  favorable than the terms of
               the sale of Shares to Subscriber, is selling to Jeffrey L. Parker
               and his  affiliates/relatives  for a purchase price of $2,500,000
               that  number of shares of  common  stock of the  ISSUER  equal to
               $2,500,000  divided by the quotient  obtained by dividing (y) the
               sum of the closing  bid prices of the common  stock of the ISSUER
               for the five  consecutive  trading  days  ending the  trading day
               immediately prior to the date of this Subscription  Agreement, as
               such prices are reported by the Nasdaq Stock Market,  Inc. by (z)
               five.

     4.  REPRESENTATIONS AND WARRANTIES MADE AT CLOSING;  INDEMNIFICATION.  Each
party making the  representations  and warranties  contained in Sections 2 and 3
also  represents  and  warrants  that they shall be true and  accurate as of the
Closing Date. If either party has knowledge,  prior to the Closing Date that any
such representations and warranties made by it shall not be true and accurate in
any respect, such party will give written notice of such fact to the other party
specifying  which  representations  and warranties are not true and accurate and
the reasons therefor.

     Each party to this Subscription Agreement agrees to fully indemnify, defend
and hold harmless the other party, its officers,  directors,  employees,  agents
and attorneys from and against any and all losses, claims, damages,  liabilities
and expenses,  including  reasonable  attorneys'  fees and  expenses,  which may
result from a breach of such party's  representations,  warranties and covenants
contained herein.

     5.  LEGEND.  SUBSCRIBER  understands  that the  ISSUER  will  instruct  its
transfer agent to place a stop transfer  order with respect to the  certificates
representing  the  Shares  and that such  certificates  will bear the  following
legend, as well as a legend  describing the restriction  referred to in the last
sentence of Section 7(a) hereof:  "The shares  represented  by this  certificate
have  been  acquired  for  investment  and have not been  registered  under  the
Securities  Act of 1933, as amended (the  "Securities  Act").  Transfer of these
shares is prohibited except pursuant to registration under the Securities Act or
pursuant to an available exemption from registration."

     6.  CLOSING  DATE.  The date of issuance  and sale of the Shares  ("Closing
Date")  shall be on such date as may be  mutually  agreed to, but not later than
March 31, 2003.

     7.   REGISTRATION RIGHT.

          a.   REGISTRATION.  The  ISSUER  shall file a  registration  statement
               under the  Securities  Act  ("Registration  Statement")  with the
               Securities  and Exchange  Commission  registering  the Shares for
               re-offer and re-sale.  The ISSUER agrees to have the Registration
               Statement  declared  effective  six  months  after  Closing  Date
               ("Anniversary").  Once the  Registration  Statement  is  declared
               effective,  the  ISSUER  shall  keep the  Registration  Statement
               effective  and  current  until  all  the  securities   registered
               thereunder are sold or may be sold freely in any 90 day period

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<PAGE>

               without  registration  under an appropriate  exemption  under the
               Securities  Act.  If the  Registration  Statement  has  not  been
               declared  effective by the  Anniversary  or, if it is so declared
               effective  but after the  Anniversary  becomes  subject to a stop
               order or is not  otherwise  current for use by  SUBSCRIBER,  then
               during such periods, the SUBSCRIBER may demand on no more than an
               aggregate  of  three  separate   occasions  to  have  its  Shares
               registered on a registration  statement filed with the Securities
               and Exchange  Commission or have such securities  included on any
               other applicable  registration  statement filed by ISSUER,  which
               "demand" and "piggyback"  registration  rights will be subject to
               such  reasonable  terms as are  ordinarily  offered to  investors
               purchasing  similar  securities  to those  purchased  under  this
               Subscription Agreement.

          b.   TERMS.  The  ISSUER  shall  bear  all of its  fees  and  expenses
               attendant to registering the Shares, but SUBSCRIBER shall pay any
               and all  underwriting  commissions  and the expenses of any legal
               counsel selected by SUBSCRIBER to represent it in connection with
               the  registration  or sale of the Shares.  Promptly upon request,
               ISSUER will  provide to  SUBSCRIBER  such number of copies of the
               prospectus  forming a part of the  Registration  Statement as are
               reasonably  requested by the  SUBSCRIBER,  and all supplements to
               such  prospectus.  ISSUER will promptly notify  SUBSCRIBER at any
               time that the Registration Statement or the prospectus may not be
               used either due to the change of material  information  contained
               therein or the omission of material information therefrom or upon
               the  receipt by the ISSUER of a cease and desist or stop order of
               the Securities and Exchange  Commission.  The ISSUER will use its
               commercially  reasonably  efforts  to  amend  or  supplement  the
               Registration  Statement  to  permit  its  continued  use  by  the
               SUBSCRIBER.

          c.   INDEMNIFICATION BY THE ISSUER. The ISSUER agrees to indemnify and
               hold  harmless  SUBSCRIBER,  its  directors and officers and each
               person, if any, who controls SUBSCRIBER within the meaning of the
               Securities  Act and/or the  Exchange  Act,  against  any  losses,
               claims,  damages  or  liabilities,  joint  or  several,  to which
               SUBSCRIBER  or  such  person  may  become   subject,   under  the
               Securities  Act,  Exchange  Act or  otherwise,  insofar  as  such
               losses,  claims,  damages or  liabilities  (or actions in respect
               thereof) arise out of or are based upon (i) any untrue  statement
               or alleged  untrue  statement of a material fact contained (A) in
               any prospectus or registration statement for the Shares or (B) in
               any blue sky application or other document executed by the ISSUER
               specifically  for  blue sky  purposes  or  based  upon any  other
               written  information  furnished by the ISSUER or on its behalf to
               any state or other jurisdiction in order to qualify any or all of
               the  Shares   under  the   securities   laws  thereof  (any  such
               application,  document or information being hereinafter  called a
               "Blue Sky Application"), or (ii) the omission or alleged omission
               by  the  ISSUER  to  state  in  any  prospectus  or  registration
               statement  for  the  Shares  or in any  Blue  Sky  Application  a
               material fact required to be stated  therein or necessary to make
               the statements therein, in light of the circumstances under which
               they were made, not misleading, and will reimburse SUBSCRIBER and
               each such person for any legal or other expenses

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<PAGE>

               reasonably  incurred by  SUBSCRIBER  or such person in connection
               with  investigating  or defending any such loss,  claim,  damage,
               liability or action; provided,  however, that the ISSUER will not
               be  liable  in any such case to the  extent  that any such  loss,
               claim,  damage or  liability  arises  out of or is based  upon an
               untrue  statement  or alleged  untrue  statement  or  omission or
               alleged  omission made in reliance  upon and in  conformity  with
               information regarding SUBSCRIBER which is furnished in writing to
               the ISSUER by SUBSCRIBER or its  representatives for inclusion in
               any  registration  statement  for the Shares or any such Blue Sky
               Application ("Non-Indemnity Events").

          d.   INDEMNIFICATION  BY THE  SUBSCRIBER.  The  SUBSCRIBER  agrees  to
               indemnify and hold harmless the ISSUER, each officer and director
               of the ISSUER,  and each person,  if any, who controls the ISSUER
               within the meaning of the  Securities Act and/or the Exchange Act
               against  any losses,  claims,  damages or  liabilities,  joint or
               several,  to which the ISSUER or such person may become  subject,
               under the Securities  Act,  Exchange Act or otherwise  insofar as
               such  losses,  claims,  damages  or  liabilities  (or  actions in
               respect thereof) arise out of or are based upon any Non-Indemnity
               Event;  and will  reimburse  the ISSUER and such  persons for any
               legal or other  expenses  reasonably  incurred  by the  ISSUER in
               connection with  investigating or defending any such loss, claim,
               damage,  liability  or action  provided  that such  loss,  claim,
               damage or  liability  is found  ultimately  to arise out of or be
               based upon any  Non-Indemnity  Event;  provided  that the maximum
               amount of the  indemnification  payments by SUBSCRIBER  shall not
               exceed the net sale  proceeds  of any of the  Shares  sold by the
               SUBSCRIBER pursuant to the registration statement.

          e.   PROCEDURE.  Promptly after receipt by an indemnified  party under
               this Section 7 of notice of the commencement of any action,  such
               indemnified  party will,  if a claim in respect  thereof is to be
               made against any indemnifying  party under this Section 7, notify
               in writing the indemnifying  party of the  commencement  thereof;
               and the omission so to notify the indemnifying party will relieve
               the indemnifying party from any liability under this Section 7 as
               to the particular  item for which  indemnification  is then being
               sought (if such failure  materially  prejudices the  indemnifying
               party), but not from any other liability which it may have to any
               indemnified party. In case any such action is brought against any
               indemnified  party, and it notifies an indemnifying  party of the
               commencement  thereof, the indemnifying party will be entitled to
               participate  therein, and to the extent that it may wish, jointly
               with any other indemnifying party,  similarly notified, to assume
               the defense thereof,  with counsel who shall be to the reasonable
               satisfaction of such indemnified party, and after notice from the
               indemnifying  party to such indemnified  party of its election so
               to assume the defense thereof, the indemnifying party will not be
               liable to such  indemnified  party  under this  Section 7 for any
               legal or other expenses subsequently incurred by such indemnified
               party  in  connection   with  the  defense   thereof  other  than
               reasonable costs of investigation.  Any such  indemnifying  party
               shall not be liable to any such  indemnified  party on account of
               any settlement of

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<PAGE>

               any  claim  or  action  effected  without  the  consent  of  such
               indemnifying  party,  which  consent  shall  not be  unreasonably
               withheld. No indemnifying party shall, without the consent of the
               indemnified party, consent to entry of any judgment or enter into
               any  settlement of any such action unless (i) there is no finding
               or  admission  of any  violation  or  wrongdoing,  and (ii)  such
               judgment or settlement  includes as an unconditional term thereof
               the giving by the claimant or plaintiff to such indemnified party
               of a release  from all  liability,  or a covenant  not to sue, in
               respect to such claim or litigation.

          f.   CONTRIBUTION. If the indemnification provided for in this Section
               7 is  unavailable  to any  indemnified  party in  respect  to any
               losses,  claims,  damages,  liabilities  or expenses  referred to
               therein,  then the  indemnifying  party,  in lieu of indemnifying
               such  indemnified  party,  will  contribute to the amount paid or
               payable by such  indemnified  party,  as a result of such losses,
               claims, damages, liabilities or expenses in such proportion as is
               appropriate  to reflect the  relative  fault of the ISSUER on the
               one hand,  and of the SUBSCRIBER on the other hand, in connection
               with the  statements or omissions  which resulted in such losses,
               claims,  damages,  liabilities  or  expenses as well as any other
               relevant  equitable  considerations.  The  relative  fault of the
               ISSUER on the one hand,  and the  SUBSCRIBER  on the other  hand,
               will be determined with reference to, among other things, whether
               the untrue or alleged untrue  statement of a material fact or the
               omission to state a material fact relates to information supplied
               by the ISSUER,  and its  relative  intent,  knowledge,  access to
               information  and opportunity to correct or prevent such statement
               or omission.

          g.   EQUITABLE  CONSIDERATIONS.  The ISSUER and the  SUBSCRIBER  agree
               that it would not be just and equitable if contribution  pursuant
               to this Section 7 were  determined  by pro rata  allocation or by
               any other method of  allocation  which does not take into account
               the  equitable  considerations  referred  to in  the  immediately
               preceding paragraph.

          h.   ATTORNEYS' FEES. The amount payable by a party under this Section
               7 as a result of the  losses,  claims,  damages,  liabilities  or
               expenses referred to above will be deemed to include any legal or
               other  fees or  expenses  reasonably  incurred  by such  party in
               connection  with  investigating  or defending any action or claim
               (including, without limitation, fees and disbursements of counsel
               incurred  by an  indemnified  party in any  action or  proceeding
               between the indemnifying  party and indemnified  party or between
               the indemnified party and any third party or otherwise).

          i.   DOCUMENTS TO BE DELIVERED BY SUBSCRIBER. SUBSCRIBER shall furnish
               to the ISSUER a completed and executed  questionnaire provided by
               the ISSUER requesting  information  customarily sought of selling
               security holders.

     8. PREEMPTIVE RIGHT. So long as SUBSCRIBER and its affiliates  beneficially
own at least  20% of the  Shares  sold to  SUBSCRIBER  under  this  Subscription
Agreement  and the  shares  of  common  stock  that  were  purchased  under  the
Subscription Agreement dated May 22,

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<PAGE>

2000 and may be acquired under the Purchase Option dated May 22, 2000 ("Purchase
Option"),  if ISSUER elects to sell, for cash,  New  Securities (as  hereinafter
defined)  at  any  time  prior  to  the  four  year  anniversary  date  of  this
Subscription  Agreement,  SUBSCRIBER will have the right to purchase from ISSUER
on the same terms as the proposed  sale, up to that number of  securities  being
offered as will maintain its then percentage  ownership of ISSUER's Common Stock
calculated on a fully diluted  basis,  but based solely on the Shares  purchased
hereunder and under the Subscription Agreement dated May 22, 2000 and underlying
the Purchase  Option and not  including  any  additional  shares of Common Stock
which may be owned by SUBSCRIBER.  ISSUER shall give notice to the SUBSCRIBER in
writing  ("ISSUER  Notice")  at least ten  business  days prior to the  proposed
closing  date of such  proposed  sale.  The  ISSUER  Notice  shall  describe  in
reasonable detail the proposed sale including,  without  limitation,  the nature
and number of securities to be sold, the nature of such sale, the  consideration
to be paid, and the name and address of the  prospective  purchasers  ("Buyer").
Upon the giving of the ISSUER Notice,  SUBSCRIBER  shall have the right, but not
the obligation, exercisable by written notice to the ISSUER within five business
days after  receipt of the ISSUER  Notice,  to  indicate to ISSUER its desire to
purchase its permitted  number of securities  being sold in the proposed sale on
the same  terms and  conditions  as  ISSUER is  selling  the  securities  in the
proposed  sale.  The  SUBSCRIBER  will purchase the securities to be offered and
purchased  under this  section at the same time as the  closing of the  proposed
sale,  and if SUBSCRIBER  does not elect to purchase any of the shares of common
stock within said five days,  then  SUBSRIBER  will be deemed to have waived its
right  to buy  such  offered  shares.  For  purposes  of this  Section  8,  "New
Securities"  means any shares of capital stock of the ISSUER,  including  Common
Stock and preferred stock, whether now authorized or not, and rights, options or
warrants  to  purchase  said shares of Common  Stock or  preferred  stock of the
ISSUER,  and  securities  of any  type  whatsoever  that  are,  or  may  become,
convertible  into said  shares of Common  Stock or  preferred  stock;  provided,
however,  "New  Securities"  does not  include  (i) the  shares of Common  Stock
issuable upon exercise of the Purchase  Option as such term is defined under the
Subscription  Agreement  dated  May 22,  2000,  (ii)  securities  issuable  upon
exercise or  conversion  of  securities  outstanding  on the date hereof,  (iii)
securities offered to the public generally pursuant to a registration  statement
under the  Securities  Act, (iv)  securities  issued to  employees,  officers or
directors of, or consultants  to, the ISSUER,  or issued or issuable to banks or
other  institutional  lenders or lessors in connection with capital asset leases
or  borrowings  for the  acquisition  of  capital  assets,  landlords,  or other
providers of goods and services to the ISSUER,  in each case, if pursuant to any
arrangement  approved  by  the  board  of  directors  of the  ISSUER  (including
securities  issued upon  exercise or  conversion  of any such  securities),  (v)
securities  issued for cash,  not to exceed  $500,000,  not including the Parker
family  investment,  in any  private  placement  by  ISSUER  on  terms  not more
favorable  then those to the  SUBSCRIBER,  subject to an agreement  entered into
within  ten  business  days  after  the  date  of  this  Subscription  Agreement
(including   securities   issued  upon   exercise  or  conversion  of  any  such
securities),  or (vi) any  issuance  of  capital  stock of the  ISSUER  upon the
exercise or conversion of derivative securities, the issuance of which triggered
the  pre-emptive  rights  set forth in this  Section 8. This  provision  will be
deemed to supersede Section 8 "Preemptive  Right" of the Subscription  Agreement
dated May 22, 2000.

     9.  DISCLOSURE.  Neither the ISSUER nor the  SUBSCRIBER  will  disclose the
terms of this  Subscription  Agreement  without the written consent of the other
party  hereto,  unless  required by law or regulation  or judicial  action.  The
SUBSCRIBER  agrees that ISSUER may issue a press release in the form attached as
Exhibit  A hereto  and  provide  substantially  similar  disclosure  about  this
transaction  in its  Exchange  Act  Reports and other  documents  filed with the
Securities and Exchange Commission.

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     10.  GOVERNING LAW. This  Subscription  Agreement  shall be governed by and
interpreted  in accordance  with the rulings of the laws of the State of Florida
without regard to conflicts of law. The ISSUER and SUBSCRIBER each hereby agrees
that any action,  proceeding  or claim against it arising out of, or relating in
any way to this  agreement  shall be brought  and  enforced in the courts of the
State of Florida or of the United  States of America for the Middle  District of
Florida,  Jacksonville  Division and irrevocably  submits to such  jurisdiction,
which jurisdiction  shall be exclusive.  The ISSUER and SUBSCRIBER hereby waives
any objection to such exclusive  jurisdiction  and that such courts represent an
inconvenient  forum.  Any  process or  summons to be served  upon the ISSUER and
SUBSCRIBER  may be  served by  transmitting  a copy  thereof  by  registered  or
certified mail, return receipt  requested,  postage prepaid,  addressed to it at
its address set forth herein.  Such mailing shall be deemed personal service and
shall be legal  and  binding  upon the  ISSUER  and  SUBSCRIBER  in any  action,
proceeding  or claim.  The  ISSUER and  SUBSCRIBER  agrees  that the  prevailing
party(ies)  in any such  action  shall be  entitled  to  recover  from the other
party(ies) all of its reasonable  attorneys' fees and expenses  relating to such
action  or  proceeding  and/or  incurred  in  connection  with  the  preparation
therefor.

     11. ENTIRE AGREEMENT.  This Subscription  Agreement  constitutes the entire
agreement among the parties hereof with respect to the subject matter hereof and
supersedes  any and all  prior  or  contemporaneous  representations,  warrants,
agreements  and  understandings  in  connection  therewith.   This  Subscription
Agreement may be amended only by a writing executed by all parties hereto.

     12. NOTICES. Any notice or other document required or permitted to be given
or delivered to the parties to this  Subscription  Agreement shall be personally
delivered or sent by facsimile or other form of electronic  transmission  to the
party at the address or addresses or  telecopier  number on the  signature  page
hereto.  Unless  otherwise  specified in this  agreement,  all notices and other
documents  given  under this  agreement  shall be deemed to have been duly given
when  delivered,  if  personally  delivered,  and  when  transmitted  if sent by
facsimile or other form of electronic transmission.

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     IN WITNESS WHEREOF,  this  Subscription  Agreement was duly executed on the
date first written below.

LEUCADIA NATIONAL CORPORATION                PARKERVISION, INC.



By:    /s/ Ian M. Cumming                    By:    /s/ Jeffrey L. Parker
       ------------------                           ---------------------
Name:  Ian M. Cumming                        Name:  Jeffrey L. Parker
Title: Chairman                              Title: Chief Executive Officer

Notice Addresses:                            Jeffrey L. Parker, CEO
Leucadia National Corporation                ParkerVision, Inc.
529 E. South Temple                          8493 Baymeadows Way
Salt Lake City, Utah 84102-1089              Jacksonville, Florida 32256
Attn: Ian M. Cumming                         Facsimile: (904) 731-7125
Facsimile: (801) 539-0722

                                             with a copy to

                                             David Alan Miller, Esq.
                                             Graubard Miller
                                             600 Third Avenue
                                             New York, New York  10016
                                             Facsimile (212) 818-8881

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