10.28

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

     This  Subscription  Agreement is executed by ParkerVision,  Inc., a Florida
corporation, with an office at 8493 Baymeadows Way, Jacksonville,  Florida 32256
(hereinafter  referred to as the "ISSUER")  and Stacie Wilf,  with an 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 49,505 Shares, and ISSUER agrees
               to sell such Shares,  for an aggregate purchase price of $250,000
               ("Purchase  Price"),  that  number of Shares  (rounded  up to the
               nearest whole number of shares)  being equal to $250,000  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.

          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.   ISSUER   shall   deliver  one  or  more
               certificates  representing the Shares to the Subscriber  promptly
               after the Closing Date.

     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 Shares  may not be  offered,
                     resold, pledged or otherwise transferred by such SUBSCRIBER
                     except: A) (1) pursuant to an effective

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                     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 to acquire 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

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<PAGE>

               answers 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  Subscription
               Agreement and the simultaneous  sale of shares of Common Stock to
               Jeffrey Parker and his  affiliates/relatives as referenced herein
               15,244,532  shares  of Common  Stock  and no shares of  preferred
               stock will have been issued and outstanding.

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<PAGE>

          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:

               (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

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<PAGE>

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

     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 the 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

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<PAGE>

               are  sold  or may be sold  freely  in any 90 day  period  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  Securities  Exchange Act of 1934,  as
               amended ("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"),

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<PAGE>

               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  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

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<PAGE>

               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 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

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<PAGE>

               (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.  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.

     9.  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.

     10. ENTIRE AGREEMENT.  This Subscription  Agreement and the Purchase Option
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.

     11. 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.

Dated this _____ day of the month of March, 2003.

STACIE WILF                                  PARKERVISION, INC.

By: /s/ Stacie Wilf                          By: /s/ Cynthia L. Poehlman
    ------------------------                     -----------------------
                                             Name: Cynthia L. Poehlman
                                             Title: Chief Accounting Officer

Notice Addresses:                            Chief Financial Officer
____________________________                 ParkerVision, Inc.
____________________________                 8493 Baymeadows Way
____________________________                 Jacksonville, Florida 32256
                                             Facsimile: (904) 731-7125


                                             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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