Exhibit 10.1

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                            STOCK PURCHASE AGREEMENT

ParkerVision, Inc.
8493 Baymeadows Way
Jacksonville, FL 32256

Ladies & Gentlemen:

     The undersigned,  _________ (the "Investor"), hereby confirms its agreement
with you as follows:

1. This Stock Purchase  Agreement (the  "Agreement")  is made as of November 12,
2003 between ParkerVision,  Inc., a Florida corporation (the "Company"), and the
Investor.

2. The Company has  authorized  the sale and issuance of up to 2,678,373  shares
(the  "Shares") of common  stock of the  Company,  $.01 par value per share (the
"Common Stock"), to certain investors in a private placement (the "Offering").

3. The Company and the Investor  agree that the Investor  will purchase from the
Company and the Company will issue and sell to the Investor ______ Shares, for a
purchase  price of $8.75 per share,  or an aggregate  purchase  price of $_____,
pursuant to the Terms and Conditions for Purchase of Shares  attached  hereto as
Annex I and  incorporated  herein by reference as if fully set forth herein (the
"Terms and Conditions").  This Stock Purchase Agreement, together with the Terms
and Conditions which are incorporated  herein by reference as if fully set forth
herein,  may  hereinafter be referred to as the  "Agreement."  Unless  otherwise
requested by the Investor, certificates representing the Shares purchased by the
Investor  will be  registered  in the  Investor's  name and address as set forth
below.

4. The Investor  represents  that,  except as set forth below, (a) it has had no
position, office or other material relationship within the past three years with
the Company or persons known to it to be affiliates of the Company,  (b) neither
it,  nor  any  group  of  which  it is a  member  or  to  which  it is  related,
beneficially owns (including the right to acquire or vote) any securities of the
Company and (c) it has no direct or indirect affiliation or association with any
NASD member as of the date hereof. Exceptions:

_______________________________________________________________________________.
                 (If no exceptions, write "none." If left blank,
                     response will be deemed to be "none.")

     Please  confirm  that the  foregoing  correctly  sets  forth the  agreement
between us by signing in the space provided below for that purpose. By executing
this  Agreement,  the  Investor  acknowledges  that  the  Company  may  use  the
information in paragraph 4 above and the name and address  information  below in
preparation  of the  Registration  Statement  (as  defined  in  Annex  1).  This
Agreement  may be  executed  in  separate  counterparts,  each of which shall be
deemed to be an original and all of which taken  together  shall  constitute one
and the same instrument.

AGREED AND ACCEPTED:
--------------------
ParkerVision, Inc.                      Investor: ______________________________

                                        By: ____________________________________
_____________________________
By: William A. Hightower                Print Name: ____________________________
Title:  President
                                        Title: _________________________________

                                        Address: _______________________________

                                        ________________________________________

                                        Tax ID No.: ____________________________

                                        Contact name: __________________________

                                        Telephone: _____________________________

                                        Name in which shares should be
                                        registered (if different):
                                        ________________________________________

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                                     ANNEX I

                   TERMS AND CONDITIONS FOR PURCHASE OF SHARES


     1.  AUTHORIZATION  AND  SALE OF THE  SHARES.  Subject  to these  Terms  and
Conditions,  the Company has authorized the sale of up to 2,678,373 Shares.  The
Company reserves the right to increase or decrease this number.

     2. AGREEMENT TO SELL AND PURCHASE THE SHARES; SUBSCRIPTION DATE.

          2.1 At the Closing (as defined in Section 3), the Company will sell to
the Investor,  and the Investor  will purchase from the Company,  upon the terms
and conditions  hereinafter set forth, the number of Shares set forth in Section
3 of the Stock  Purchase  Agreement  to which  these  Terms and  Conditions  are
attached at the purchase price set forth thereon.

          2.2 The  Company  may  enter  into  the same  form of  Stock  Purchase
Agreement,  including  these Terms and  Conditions,  with other  investors  (the
"Other  Investors")  and  expects  to  complete  sales of Shares  to them.  (The
Investor and the Other Investors are hereinafter sometimes collectively referred
to as the "Investors," and the Stock Purchase Agreement to which these Terms and
Conditions are attached and the Stock Purchase  Agreements  (including  attached
Terms and Conditions) executed by the Other Investors are hereinafter  sometimes
collectively  referred to as the  "Agreements.") The Company may accept executed
Agreements from Investors for the purchase of Shares commencing upon the date on
which the Company  provides the Investors  with the proposed  purchase price per
Share  and  concluding  upon the date  (the  "Subscription  Date")  on which the
Company has (i) executed  Agreements with Investors for the purchase of at least
1,714,286 Shares, and (ii) notified Wells Fargo Securities, LLC, in its capacity
as  placement  agent  for this  transaction,  in  writing  that it is no  longer
accepting  additional  Agreements from Investors for the purchase of Shares. The
Company may not enter into any Agreements after the Subscription  Date except in
respect of up to 392,658 Shares offered to Tyco Sigma Limited, Leucadia National
Corporation  and David Cumming  pursuant to the exercise of  pre-emptive  rights
previously granted to such persons (the "Pre-emptive Rights").

          2.3 The  obligations  of each Investor under any Agreement are several
and not joint with the obligations of any Other Investor,  and no Investor shall
be  responsible in any way for the  performance of the  obligations of any other
Investor under any Agreement.  Nothing contained herein,  and no action taken by
any  Investor  hereto,  shall  be  deemed  to  constitute  the  Investors  as  a
partnership,  an  association,  a joint venture or any other kind of entity,  or
create a presumption that the Investors are in any way acting in concert or as a
group with respect to such obligations or the transactions  contemplated hereby,
provided that such  obligations or the transactions  contemplated  hereby may be
modified,  amended or waived in accordance  with Section 9 below.  Each Investor
shall be entitled  to  independently  protect and enforce its rights,  including
without limitation the rights arising out of this Agreement (provided, that such
rights may be modified,  amended or waived in accordance  with Section 9 below),
and it  shall  not be  necessary  for any  Other  Investor  to be  joined  as an
additional party in any proceeding for such purpose.

     3.  DELIVERY OF THE SHARES AT CLOSING.  The  completion of the purchase and
sale of the  Shares  (the  "Closing")  shall  occur on  November  14,  2003 (the
"Closing Date"), at the offices of the Company's counsel,  or at such other time
as the  Investor  and Company may mutually  agree.  At the Closing,  the Company
shall deliver to the Investor one or more stock  certificates  representing  the
number  of  Shares  set  forth  pursuant  to  Section  3 of the  Stock  Purchase
Agreement,  each such  certificate  to be registered in the name of the Investor
or, if so indicated on the signature  page of the Stock Purchase  Agreement,  in
the name of a nominee designated by the Investor.

     The  Company's  obligation  to issue the  Shares to the  Investor  shall be
subject to the following  conditions,  any one or more of which may be waived by
the Company: (a) receipt by the Company of a certified or official bank check or
wire  transfer of funds in the full amount of the purchase  price for the Shares
being  purchased  hereunder  as set forth in  Section  3 of the  Stock  Purchase
Agreement;  (b) completion of the purchases and sales under the Agreements  with
the Other Investors;  and (c) the accuracy of the representations and warranties
made by the Investors and the fulfillment of those undertakings of the Investors
to be fulfilled prior to the Closing.

     The  Investor's  obligation  to purchase the Shares shall be subject to the
following  conditions,  any one or more of which may be waived by the  Investor:
(a)  Investors  shall have  executed  Agreements  for the  purchase  of at least
1,714,286  Shares,  (b) the  representations  and  warranties of the Company set
forth  herein  shall be true and correct as of the Closing  Date in all material
respects (except for  representations and warranties that speak as of a specific
date, which  representations and warranties shall be true and correct as of such
date) and (c) the Investor  shall have received such  documents as such Investor
shall reasonably have

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requested,  including,  a standard  opinion of the  Company's  counsel as to the
matters  set forth in  Section  4.2 and as to  exemption  from the  registration
requirements of the Securities Act of 1933, as amended (the  "Securities  Act"),
of the sale of the Shares.

     4.  REPRESENTATIONS,  WARRANTIES AND COVENANTS OF THE COMPANY.  The Company
hereby represents and warrants to, and covenants with, the Investor, as follows:

          4.1  ORGANIZATION.  The Company is duly organized and validly existing
in good standing under the laws of the jurisdiction of its organization. Each of
the Company and its  Subsidiaries  (as defined in Rule 405 under the  Securities
Act) has full power and authority to own,  operate and occupy its properties and
to conduct its business as presently conducted and as described in the documents
filed by the Company under the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  since  the end of its most  recently  completed  fiscal  year
through the date hereof, including,  without limitation,  its most recent report
on Form 10-K (the "Exchange Act Documents") and is registered or qualified to do
business and in good  standing in each  jurisdiction  in which the nature of the
business conducted by it or the location of the properties owned or leased by it
requires such  qualification and where the failure to be so qualified would have
a material adverse effect upon the condition (financial or otherwise), earnings,
business,  properties  or  operations  of  the  Company  and  its  Subsidiaries,
considered as one enterprise (a "Material  Adverse  Effect"),  and no proceeding
has been instituted in any such jurisdiction,  revoking, limiting or curtailing,
or  seeking  to  revoke,   limit  or  curtail,   such  power  and  authority  or
qualification.

          4.2  DUE  AUTHORIZATION  AND  VALID  ISSUANCE.  The  Company  has  all
requisite  power and authority to execute,  deliver and perform its  obligations
under the  Agreements,  and the Agreements have been duly authorized and validly
executed and delivered by the Company and  constitute  legal,  valid and binding
agreements of the Company  enforceable  against the Company in  accordance  with
their terms,  except as rights to indemnity and  contribution  may be limited by
state or federal  securities  laws or the public  policy  underlying  such laws,
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding  in equity or at law).  The Shares being  purchased by the Investor
hereunder will, upon issuance and payment therefor pursuant to the terms hereof,
be duly authorized, validly issued, fully-paid and nonassessable.

          4.3  NON-CONTRAVENTION.  The execution and delivery of the Agreements,
the issuance and sale of the Shares under the Agreements, the fulfillment of the
terms of the Agreements and the  consummation of the  transactions  contemplated
thereby will not (A)  conflict  with or  constitute  a violation  of, or default
(with the passage of time or otherwise) under, (i) any material bond, debenture,
note or other evidence of indebtedness,  lease, contract,  indenture,  mortgage,
deed of trust, loan agreement, joint venture or other agreement or instrument to
which  the  Company  or any  Subsidiary  is a party or by which it or any of its
Subsidiaries  or their  respective  properties  are  bound  (other  than  notice
required  to be  delivered  to each of Tyco  Sigma  Limited,  Leucadia  National
Corporation and David Cumming  relating to the Pre-emptive  Rights in respect of
the Shares), (ii) the charter,  by-laws or other organizational documents of the
Company  or  any  Subsidiary,  or  (iii)  any  law,  administrative  regulation,
ordinance or order of any court or  governmental  agency,  arbitration  panel or
authority  applicable  to the  Company  or any  Subsidiary  or their  respective
properties,  except in the case of clauses (i) and (iii) for any such conflicts,
violations  or  defaults  which are not  reasonably  likely  to have a  Material
Adverse  Effect  or (B)  result  in the  creation  or  imposition  of any  lien,
encumbrance,  claim, security interest or restriction whatsoever upon any of the
material   properties  or  assets  of  the  Company  or  any  Subsidiary  or  an
acceleration of indebtedness pursuant to any obligation,  agreement or condition
contained  in any  material  bond,  debenture,  note or any  other  evidence  of
indebtedness  or any material  indenture,  mortgage,  deed of trust or any other
agreement or instrument to which the Company or any  Subsidiary is a party or by
which any of them is bound or to which any of the material property or assets of
the Company or any Subsidiary is subject. No consent, approval, authorization or
other order of, or  registration,  qualification  or filing with, any regulatory
body,  administrative agency, or other governmental body in the United States or
any other person is required for the  execution  and delivery of the  Agreements
and the  valid  issuance  and  sale of the  Shares  to be sold  pursuant  to the
Agreements,  other than such as have been made or  obtained,  and except for any
post-closing  securities  filings  or  notifications  required  to be made under
federal or state securities laws.

          4.4  CAPITALIZATION.  The capitalization of the Company as of June 30,
2003 is as set  forth in the most  recent  applicable  Exchange  Act  Documents,
increased  as set forth in the next  sentence.  The  Company  has not issued any
capital stock since that date other than pursuant to (i) employee  benefit plans
disclosed in the Exchange Act Documents,  or (ii) outstanding warrants,  options
or other  securities  disclosed in the Exchange Act Documents.  The Shares to be
sold pursuant to the Agreements have been duly  authorized,  and when issued and
paid for in accordance with the terms of the Agreements will be duly and validly
issued, fully paid and nonassessable. The outstanding shares of capital stock of
the  Company  have  been  duly  and  validly  issued  and  are  fully  paid  and
nonassessable,  have  been  issued  in  compliance  with all  federal  and state
securities laws, and were not issued

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in  violation of any  preemptive  rights or similar  rights to subscribe  for or
purchase securities.  Except as set forth in or contemplated by the Exchange Act
Documents,  there are no  outstanding  rights  (including,  without  limitation,
preemptive rights),  warrants or options to acquire, or instruments  convertible
into or  exchangeable  for, any unissued shares of capital stock or other equity
interest  in  the  Company  or any  Subsidiary,  or  any  contract,  commitment,
agreement,  understanding  or  arrangement of any kind to which the Company is a
party or of which the Company has knowledge and relating to the issuance or sale
of any capital stock of the Company or any Subsidiary,  any such  convertible or
exchangeable  securities  or any  such  rights,  warrants  or  options.  Without
limiting the  foregoing,  no preemptive  right,  co-sale  right,  right of first
refusal,  registration  right, or other similar right exists with respect to the
Shares or the issuance and sale thereof. No further approval or authorization of
any stockholder, the Board of Directors of the Company or others is required for
the issuance and sale of the Shares. The Company owns the entire equity interest
in each of its  Subsidiaries,  free and  clear  of any  pledge,  lien,  security
interest,  encumbrance,  claim or equitable interest, other than as described in
the Exchange Act  Documents.  Except as disclosed in the Exchange Act Documents,
there  are no  stockholders  agreements,  voting  agreements  or  other  similar
agreements  with respect to the Common Stock to which the Company is a party or,
to  the  knowledge  of the  Company,  between  or  among  any  of the  Company's
stockholders.

          4.5 LEGAL  PROCEEDINGS.  There is no  material  legal or  governmental
proceeding pending or, to the knowledge of the Company,  threatened to which the
Company  or any  Subsidiary  is or may be a party or of which  the  business  or
property of the Company or any  Subsidiary  is subject that is not  disclosed in
the Exchange Act Documents.

          4.6 NO  VIOLATIONS.  Neither  the  Company  nor any  Subsidiary  is in
violation  of its  charter,  bylaws,  or other  organizational  document,  or in
violation of any law, administrative regulation, ordinance or order of any court
or governmental agency, arbitration panel or authority applicable to the Company
or any Subsidiary,  which violation,  individually or in the aggregate, would be
reasonably likely to have a Material Adverse Effect, or is in default (and there
exists  no  condition  which,  with  the  passage  of time or  otherwise,  would
constitute a default) in any material  respect in the  performance  of any bond,
debenture,  note  or any  other  evidence  of  indebtedness  in  any  indenture,
mortgage,  deed of trust or any other material  agreement or instrument to which
the  Company  or any  Subsidiary  is a party  or by  which  the  Company  or any
Subsidiary is bound or by which the  properties of the Company or any Subsidiary
are bound, which would be reasonably likely to have a Material Adverse Effect.

          4.7 GOVERNMENTAL PERMITS, ETC. With the exception of the matters which
are dealt with  separately in Sections  4.1,  4.12,  4.13 and 4.14,  each of the
Company  and  its   Subsidiaries   has  all  necessary   franchises,   licenses,
certificates and other authorizations from any foreign,  federal, state or local
government  or  governmental  agency,  department,  or body  that are  currently
necessary for the operation of the business of the Company and its  Subsidiaries
as currently  conducted  and as described in the Exchange Act  Documents  except
where the failure to currently  possess could not reasonably be expected to have
a Material Adverse Effect.

          4.8  INTELLECTUAL  PROPERTY.  Except as specifically  disclosed in the
Exchange  Act  Documents  (i) each of the Company and its  Subsidiaries  owns or
possesses  sufficient  rights to conduct its  business in the  ordinary  course,
including,  without  limitation,  rights  to use all  material  patents,  patent
rights, industry standards, trademarks,  copyrights, licenses, inventions, trade
secrets,  trade  names  and  know-how  (collectively,  "Intellectual  Property")
described or referred to in the Exchange Act  Documents as owned or possessed by
it or that are  necessary for the conduct of its business as now conducted or as
proposed to be conducted  except  where the failure to currently  own or possess
would not have a Material Adverse Effect ("Company Intellectual Property"), (ii)
neither the Company nor any of its  Subsidiaries is infringing,  or has received
any notice of, or has any knowledge of, any asserted infringement by the Company
or any of its  Subsidiaries  of, any rights of a third party with respect to any
Intellectual  Property  that,  individually  or in the  aggregate,  would have a
Material   Adverse  Effect  and  (iii)  neither  the  Company  nor  any  of  its
Subsidiaries  has received any notice of, or has any knowledge of,  infringement
by a third party with respect to any Intellectual Property rights of the Company
or of any  Subsidiary  that,  individually  or in the  aggregate,  would  have a
Material  Adverse  Effect.  Company  Intellectual  Property does not include any
Publicly  Available  Software  and the Company has not used  Publicly  Available
Software  in  whole  or in  part  in the  development  of any  part  of  Company
Intellectual  Property  in a manner  that may  subject  the  Company  or Company
Intellectual  Property  in  whole  or in  part,  to all or part  of the  license
obligations of any Publicly Available  Software.  "Publicly  Available Software"
means each of (i) any software  that  contains,  or is derived in any manner (in
whole or in part) from, any software that is distributed as free software,  open
source software (e.g. Linux), or similar licensing and distribution  models; and
(ii) any  software  that  requires as a condition of use,  modification,  and/or
distribution of such software that such software or other software  incorporated
into,  derived  from,  or  distributed  with such  software  (a) be disclosed or
distributed  in source  code form;  (b) be  licensed  for the  purpose of making
derivative works; or (c) be  redistributable  at no or minimal charge.  Publicly
Available  Software   includes,   without   limitation,   software  licensed  or
distributed under any of the following  licenses or distribution  models similar
to any of the following:  (a) GNU General Public License (GPL) or Lesser/Library
GPL (LGPL), (b) the

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Artistic License (e.g.  PERL), (c) the Mozilla Public License,  (d) the Netscape
Public License,  (e) the Sun Community  Source License (SCSL),  the Sun Industry
Source License (SISL), and the Apache Server License.

          4.9 FINANCIAL STATEMENTS.  The financial statements of the Company and
the related notes  contained in the Exchange Act Documents  present  fairly,  in
accordance with generally accepted accounting principles, the financial position
of the Company and its Subsidiaries as of the dates  indicated,  and the results
of its operations and cash flows for the periods  therein  specified  consistent
with the books and records of the Company and its  Subsidiaries  except that the
unaudited  interim  financial  statements  were or are  subject  to  normal  and
recurring  year-end  adjustments which are not expected to be material in amount
and adjustments  required  pursuant to Section 4 of the Registration  Rights and
Lock-Up Agreement  between the Company and SkyCross,  Inc. dated as of September
19, 2003.  Such  financial  statements  (including  the related notes) have been
prepared in accordance with generally accepted accounting  principles applied on
a consistent  basis throughout the periods therein  specified,  except as may be
disclosed in the notes to such financial statements, or in the case of unaudited
statements,  as may be permitted by the Securities and Exchange  Commission (the
"SEC") on Form 10-Q  under  the  Exchange  Act and  except as  disclosed  in the
Exchange  Act  Documents.  The  other  financial  information  contained  in the
Exchange  Act  Documents  has  been  prepared  on a basis  consistent  with  the
financial statements of the Company.

          4.10 NO MATERIAL  ADVERSE CHANGE.  Except as disclosed in the Exchange
Act Documents,  since June 30, 2003, there has not been (i) any material adverse
change  in  the  financial   condition  or  earnings  of  the  Company  and  its
Subsidiaries  considered  as one  enterprise,  (ii) any material  adverse  event
affecting  the  Company or its  Subsidiaries,  (iii) any  obligation,  direct or
contingent,  that is material to the Company and its Subsidiaries  considered as
one  enterprise,  incurred by the Company,  except  obligations  incurred in the
ordinary  course of  business,  (iv) any  dividend or  distribution  of any kind
declared,  paid  or made  on the  capital  stock  of the  Company  or any of its
Subsidiaries, or (v) any loss or damage (whether or not insured) to the physical
property  of the  Company or any of its  Subsidiaries  which has been  sustained
which has a Material Adverse Effect.

          4.11  DISCLOSURE.  The  representations  and warranties of the Company
contained in this Section 4 as of the date hereof and as of the Closing Date, do
not contain any untrue  statement of a material fact or omit to state 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. Except
with  respect  to  the  material  terms  and   conditions  of  the   transaction
contemplated by the Agreements, which shall be publicly disclosed by the Company
pursuant to Section 16 hereof,  the  Company  confirms  that  neither it nor any
person acting on its behalf has provided  Investor with any information that the
Company  believes  constitutes  material,  non-public  information.  The Company
understands   and   confirms   that   Investor   will  rely  on  the   foregoing
representations in effecting transactions in securities of the Company.

          4.12 NASDAQ  COMPLIANCE.  The  Company's  Common  Stock is  registered
pursuant to Section  12(g) of the Exchange Act and is listed on The Nasdaq Stock
Market, Inc. National Market (the "Nasdaq National Market"), and the Company has
taken no action  designed to, or likely to have the effect of,  terminating  the
registration of the Common Stock under the Exchange Act or de-listing the Common
Stock  from  the  Nasdaq  National  Market,  nor has the  Company  received  any
notification  that the SEC or the National  Association  of Securities  Dealers,
Inc. ("NASD") is contemplating terminating such registration or listing.

          4.13  REPORTING  STATUS.  The Company has filed in a timely manner all
documents  that the Company was  required to file under the  Exchange Act during
the 12 months  preceding the date of this Agreement.  The Company is eligible to
use Form S-3 to  register  the  Shares  to be  offered  for the  account  of the
Investors.  The following  documents  complied in all material respects with the
SEC's  requirements  as of their  respective  filing dates,  and the information
contained  therein as of the date thereof did not contain an untrue statement of
a material fact or omit to state 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:

          (a) Annual  Report on Form 10-K for the year ended  December 31, 2002,
          Quarterly  Reports on Form 10-Q for the  quarters  ended June 30, 2003
          and March 31, 2003, Proxy Statement on Schedule 14A filed on April 30,
          2003,  as amended on May 5, 2003 and Current  Report on Form 8-K filed
          on September 4, 2003; and

          (b) all other  documents,  if any,  filed by the Company  with the SEC
          during  the  one-year  period  preceding  the  date of this  Agreement
          pursuant to the reporting requirements of the Exchange Act.

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          4.14 LISTING.  The Company shall comply with all  requirements  of the
National Association of Securities Dealers, Inc. with respect to the issuance of
the Shares and the listing thereof on the Nasdaq National Market.

          4.15 NO MANIPULATION OF STOCK. The Company has not taken and will not,
in violation  of  applicable  law,  take,  any action  designed to or that might
reasonably be expected to cause or result in  stabilization  or  manipulation of
the price of the Common Stock to facilitate the sale or resale of the Shares.

          4.16 COMPANY NOT AN "INVESTMENT COMPANY". The Company has been advised
of the rules and  requirements  under the  Investment  Company  Act of 1940,  as
amended (the  "Investment  Company Act").  To the best knowledge of the Company,
the Company is not, and immediately after receipt of payment for the Shares will
not be, an  "investment  company" or an entity  "controlled"  by an  "investment
company" within the meaning of the Investment  Company Act and shall conduct its
business  in a  manner  so that it will not  become  subject  to the  Investment
Company Act.

          4.17 FOREIGN CORRUPT PRACTICES.  Neither the Company,  nor to the best
knowledge  of the  Company,  any agent or other  person  acting on behalf of the
Company,  has (i) directly or  indirectly,  used any corrupt  funds for unlawful
contributions,  gifts,  entertainment  or other  unlawful  expenses  related  to
foreign  or  domestic  political  activity,  (ii) made any  unlawful  payment to
foreign or  domestic  government  officials  or  employees  or to any foreign or
domestic  political  parties or campaigns from corporate funds,  (iii) failed to
disclose  fully any  contribution  made by the  Company  (or made by any  person
acting on its behalf of which the  Company is aware)  which is in  violation  of
law, or (iv)  violated in any  material  respect  any  provision  of the Foreign
Corrupt Practices Act of 1977, as amended.

          4.18 ACCOUNTANTS. To the Company's knowledge,  PricewaterhouseCoopers,
LLP, who the Company expects will consent to the  incorporation  by reference of
its report  dated  March 27,  2003 with  respect to the  consolidated  financial
statements of the Company  included in the Company's  Annual Report on Form 10-K
for the year ended December 31, 2002 into the Registration Statement (as defined
below)  and  the  prospectus  which  forms  a  part  thereof,   are  independent
accountants  as required  by the  Securities  Act and the rules and  regulations
promulgated thereunder.

          4.19 CONTRACTS.  The contracts described in the Exchange Act Documents
that are  material  to the  Company  are in full  force  and  effect on the date
hereof, and neither the Company nor, to the Company's knowledge, any other party
to such contracts is in breach of or default under any of such  contracts  which
would have a Material Adverse Effect.

          4.20 TAXES.  The Company has filed all  necessary  federal,  state and
foreign  income and  franchise  tax returns  when due (or  obtained  appropriate
extensions  for filing) and has paid or accrued all taxes shown as due  thereon,
and the Company has no knowledge of a tax deficiency  which has been or might be
asserted or threatened against it which would have a Material Adverse Effect.

          4.21 TRANSFER  TAXES. On the Closing Date, all stock transfer or other
taxes (other than income taxes) which are required to be paid in connection with
the sale and  transfer of the Shares to be sold to the Investor  hereunder  will
be, or will have been,  fully paid or  provided  for by the Company and all laws
imposing such taxes will be or will have been fully complied with.

          4.22 PRIVATE OFFERING. Assuming the correctness of the representations
and  warranties of the  Investors  set forth in Section 5 hereof,  the offer and
sale of Shares hereunder is exempt from  registration  under the Securities Act.
The Company has not  distributed  and will not  distribute  prior to the Closing
Date any  offering  material in  connection  with this  Offering and sale of the
Shares  other  than the  documents  of  which  this  Agreement  is a part or the
Exchange  Act  Documents.  The Company has not in the past nor will it hereafter
take any action  independent of the placement  agent to sell,  offer for sale or
solicit offers to buy any securities of the Company which would bring the offer,
issuance or sale of the Shares as  contemplated  by this  Agreement,  within the
provisions of Section 5 of the Securities  Act,  unless such offer,  issuance or
sale was or shall be within the exemptions of Section 4 of the Securities Act.

          4.23 DISCLOSURE  CONTROLS AND PROCEDURES;  INTERNAL  CONTROLS.  At all
times since first required by all applicable Exchange Act rules, the Company has
established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for the Company and designed such  disclosure  controls
and  procedures  to ensure that  material  information  relating to the Company,
including its Subsidiaries,  is made known to the certifying  officers by others
within those entities,  particularly during the period in which the Form 10-K or
Form  10-Q,  as the case may be, is being  prepared.  The  Company's  certifying
officers have evaluated the effectiveness of the Company's  disclosure  controls
and procedures as of the end

                                      -7-
<PAGE>

of the period  covered by each Form 10-K or Form 10-Q for which such  evaluation
was required by  applicable  Exchange  Act rules,  as the case may be (each such
date, the "Evaluation  Date").  The Company  presented in each such Form 10-K or
Form 10-Q, as the case may be, the conclusions of the certifying  officers about
the  effectiveness  of the  disclosure  controls and  procedures  based on their
evaluations as of the Evaluation  Date.  Since the most recent  Evaluation Date,
there have been no significant  changes in the Company's  internal  controls (as
such term is used in Item 307(b) of  Regulation  S-K under the Exchange Act) or,
to the Company's knowledge, in other factors that could significantly affect the
Company's internal controls.

          4.24 TRANSACTIONS WITH AFFILIATES. Except as disclosed in the Exchange
Act  Documents,  none of the officers or directors of the Company is presently a
party to any  transaction  with the  Company or any  Subsidiary  (other than for
services  as  employees,  officers  and  directors),   including  any  contract,
agreement or other  arrangement  providing for the  furnishing of services to or
by,  providing for rental of real or personal  property to or from, or otherwise
requiring  payments to or from any officer or director  or, to the  knowledge of
the  Company,  any entity in which any  officer or  director  has a  substantial
interest or is an officer, director, trustee or partner.

     5.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

          5.1 The Investor  represents and warrants to, and covenants  with, the
Company that: (i) either (A) the Investor is an "accredited investor" as defined
in Regulation D under the Securities Act and the Investor is also knowledgeable,
sophisticated and experienced in making, and is qualified to make decisions with
respect to  investments  in shares  presenting an investment  decision like that
involved in the  purchase of the Shares,  including  investments  in  securities
issued  by  the  Company  and  investments  in  comparable  companies,  and  has
requested,  received, reviewed and considered all information it deemed relevant
in making an informed  decision  to  purchase  the Shares or (B) the Company has
made available to the Investor, prior to the date hereof, the opportunity to ask
questions of and receive  complete and correct answers from  representatives  of
the Company  concerning the terms and conditions of the Shares and to obtain any
additional  information  relating to the financial condition and business of the
Company and the Investor,  either alone or with Wellington  Management  Company,
LLP as its  purchaser  representative,  has such  knowledge  and  experience  in
financial and business  matters that the Investor is capable of  evaluating  the
merits and risks of the investment in the Shares; (ii) the Investor is acquiring
the number of Shares set forth in Section 3 of the Stock  Purchase  Agreement in
the ordinary  course of its business and for its own account for investment only
and  with  no  present  intention  of  distributing  any of such  Shares  or any
arrangement or understanding  with any other persons  regarding the distribution
of such Shares;  (iii) the Investor  will not,  directly or  indirectly,  offer,
sell,  pledge,  transfer or otherwise  dispose of (or solicit any offers to buy,
purchase or otherwise  acquire or take a pledge of) any of the Shares  except in
compliance with the Securities  Act,  applicable  state  securities laws and the
respective rules and regulations promulgated  thereunder;  (iv) the Investor has
answered all questions on the Investor  Questionnaire  for use in preparation of
the  Registration  Statement  and the  answers  thereto  are true,  correct  and
complete as of the date hereof and will be true,  correct and complete as of the
Closing Date; (v) the Investor will notify the Company immediately of any change
in any of such  information  until such time as the Investor has sold all of its
Shares  or until the  Company  is no longer  required  to keep the  Registration
Statement effective;  and (vi) the Investor has, in connection with its decision
to  purchase  the number of Shares set forth in Section 3 of the Stock  Purchase
Agreement,  relied only upon the Exchange Act Documents and the  representations
and warranties of the Company  contained herein.  The Investor  understands that
its acquisition of the Shares has not been  registered  under the Securities Act
or  registered  or  qualified  under any state  securities  law in  reliance  on
specific  exemptions  therefrom,  which  exemptions may depend upon, among other
things,  the bona fide nature of the Investor's  investment  intent as expressed
herein.  Subject to compliance  with the Securities Act,  applicable  securities
laws and the respective rules and regulations  promulgated  thereunder,  nothing
contained herein shall be deemed a  representation  or warranty by such Investor
to hold the Shares for any period of time.  Investor has  completed or caused to
be completed  and  delivered to the Company the  Investor  Questionnaire,  which
questionnaire is true, correct and complete in all material respects.

          5.2 The Investor  acknowledges,  represents  and agrees that no action
has been or will be taken in any  jurisdiction  outside the United States by the
Company  that  would  permit  an  offering  of  the  Shares,  or  possession  or
distribution  of offering  materials in connection with the issue of the Shares,
in any jurisdiction  outside the United States where legal action by the Company
for that  purpose is  required.  Each  Investor  outside the United  States will
comply with all applicable laws and regulations in each foreign  jurisdiction in
which it purchases, offers, sells or delivers Shares or has in its possession or
distributes any offering material, in all cases at its own expense.

          5.3 The  Investor  hereby  covenants  with the Company not to make any
sale of the Shares  without  complying with the provisions of this Agreement and
without causing the prospectus delivery  requirement under the Securities Act to
be  satisfied  (whether  by  delivery  of the  Prospectus  or pursuant to and in
compliance  with  an  exemption  from  such   requirement),   and  the  Investor
acknowledges that the certificates  evidencing the Shares will be imprinted with
a legend that prohibits their

                                      -8-
<PAGE>

transfer except in accordance  therewith.  The Investor  acknowledges that there
may  occasionally be times when the Company  determines that it must suspend the
use of the Prospectus forming a part of the Registration Statement, as set forth
in Section 7.2(c).

          5.4 The Investor  further  represents  and warrants to, and  covenants
with,  the Company that (i) the Investor has full right,  power,  authority  and
capacity  to enter  into  this  Agreement  and to  consummate  the  transactions
contemplated  hereby  and has  taken  all  necessary  action  to  authorize  the
execution,  delivery and performance of this Agreement,  and (ii) this Agreement
constitutes a valid and binding obligation of the Investor  enforceable  against
the  Investor in  accordance  with its terms,  except as  enforceability  may be
limited by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
similar laws affecting  creditors' and contracting parties' rights generally and
except  as  enforceability  may be  subject  to  general  principles  of  equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law) and except as the indemnification  agreements of the Investors
herein may be legally unenforceable.

          5.5  Investor  will  not use  any of the  restricted  Shares  acquired
pursuant to this  Agreement  to cover any short  position in the Common Stock of
the Company if doing so would be in violation of applicable  securities laws and
otherwise  will comply with federal  securities  laws in the holding and sale of
the Shares.

          5.6  The  Investor  understands  that  nothing  in  the  Exchange  Act
Documents,  this Agreement or any other  materials  presented to the Investor in
connection with the purchase and sale of the Shares  constitutes  legal,  tax or
investment  advice.  The Investor has consulted  such legal,  tax and investment
advisors as it, in its sole  discretion,  has deemed necessary or appropriate in
connection with its purchase of Shares.

          5.7 The Company acknowledges and agrees that Investor does not make or
has not made any  representations or warranties with respect to the transactions
contemplated  hereby other than those  specifically  set forth in Sections 5 and
16(a) of this Agreement, or in the Investor Questionnaire.

          5.8  The  Investor  hereby  acknowledges  that  the  Shares  purchased
pursuant to this  Agreement  are being  purchased  in full  satisfaction  of the
Investor's  pre-emptive  rights  pursuant  to  Section  8  of  the  Subscription
Agreement  between the Investor and the Company dated March 26, 2003, in respect
of the Shares sold by the Company  pursuant to the  Agreements and hereby waives
its notice right pursuant to such provision in respect of the Shares sold by the
Company pursuant to the Agreements.

     6. SURVIVAL OF REPRESENTATIONS,  WARRANTIES AND AGREEMENTS. Notwithstanding
any  investigation  made  by  any  party  to  this  Agreement,   all  covenants,
agreements,  representations and warranties made by the Company and the Investor
herein  shall  survive the  execution  of this  Agreement,  the  delivery to the
Investor of the Shares being purchased and the payment therefor.

     7.   REGISTRATION OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT.

          7.1 REGISTRATION PROCEDURES AND OTHER MATTERS. The Company shall:

               (a)  subject  to  receipt  of  necessary   information  from  the
Investors after prompt request from the Company to the Investors to provide such
information,  prepare  and file with the SEC,  within 15 days after the  Closing
Date, a  registration  statement on Form S-3 (the  "Registration  Statement") to
enable the resale of the Shares by the  Investors  from time to time through the
automated   quotation   system   of   the   Nasdaq   National   Market   or   in
privately-negotiated transactions;

               (b)  subject  to  receipt  of  necessary   information  from  the
Investors after prompt request from the Company to the Investors to provide such
information,  use its reasonable  commercial  efforts to cause the  Registration
Statement to become effective on or prior to February 14, 2004;

               (c) use its  reasonable  commercial  efforts to prepare  and file
with the SEC such amendments and supplements to the  Registration  Statement and
the  Prospectus  used in  connection  therewith  as may be necessary to keep the
Registration   Statement   current,   effective   and  free  from  any  material
misstatement  or omission to state a material  fact for a period not  exceeding,
with respect to each Investor's Shares purchased  hereunder,  the earlier of (i)
the second  anniversary of the Closing Date, (ii) the date on which the Investor
may sell all Shares then held by the Investor without  restriction by the volume
limitations  of Rule  144(e) of the  Securities  Act,  or (iii) such time as all
Shares  purchased by such Investor in this Offering have been sold pursuant to a
registration statement;

                                      -9-
<PAGE>

               (d) furnish to the Investor with respect to the Shares registered
under the  Registration  Statement  such  number  of copies of the  Registration
Statement,  Prospectuses  and  Preliminary  Prospectuses  in conformity with the
requirements  of the Securities Act and such other documents as the Investor may
reasonably  request, in order to facilitate the public sale or other disposition
of all or any of the  Shares  by  the  Investor;  provided,  however,  that  the
obligation  of the  Company to deliver  copies of  Prospectuses  or  Preliminary
Prospectuses  to the Investor  shall be subject to the receipt by the Company of
reasonable  assurances  from the Investor that the Investor will comply with the
applicable provisions of the Securities Act and of such other securities or blue
sky laws as may be applicable in connection with any use of such Prospectuses or
Preliminary Prospectuses;

               (e) file  documents  required  of the Company for normal blue sky
clearance in states  specified in writing by the Investor and use its reasonable
commercial  efforts to maintain such blue sky  qualifications  during the period
the  Company is  required  to maintain  the  effectiveness  of the  Registration
Statement pursuant to Section 7.1(c); provided,  however, that the Company shall
not be  required  to qualify to do  business or consent to service of process in
any jurisdiction in which it is not now so qualified or has not so consented;

               (f) bear all  expenses  in  connection  with  the  procedures  in
paragraph (a) through (e) of this Section 7.1 (other than underwriting discounts
or commissions,  brokers' fees and similar selling expenses,  and any other fees
or expenses incurred by the Investor,  including  attorney fees of the Investor)
and the registration of the Shares pursuant to the Registration Statement; and

               (g) advise the Investor,  promptly  after it shall receive notice
or obtain  knowledge  of the  issuance of any stop order by the SEC  delaying or
suspending the effectiveness of the Registration  Statement or of the initiation
or threat of any  proceeding  for that  purpose;  and it will  promptly  use its
reasonable  commercial  efforts to prevent the  issuance of any stop order or to
obtain its withdrawal at the earliest  possible moment if such stop order should
be issued.

     Notwithstanding anything to the contrary herein, the Registration Statement
shall  cover only the Shares.  In no event at any time  before the  Registration
Statement  becomes  effective  with  respect  to the  Shares  shall the  Company
publicly  announce  or  file  any  other  registration  statement,   other  than
registrations  on Form S-8,  without the prior written  consent of a majority in
interest of the Investors.

     The Company  understands that the Investor  disclaims being an underwriter,
but if the SEC deems the Investor to be an underwriter  the Company shall not be
relieved of any  obligations  it has  hereunder;  PROVIDED,  HOWEVER that if the
Company  receives  notification  from the SEC that the  Investor  is  deemed  an
underwriter,  then the  period by which the  Company is  obligated  to submit an
acceleration request to the SEC shall be extended to the earlier of (i) the 90th
day after such SEC  notification,  or (ii) 120 days after the initial  filing of
the Registration Statement with the SEC.

          7.2  TRANSFER OF SHARES AFTER REGISTRATION; SUSPENSION.

               (a) The Investor  agrees that it will not effect any  disposition
of the Shares or its right to purchase  the Shares that would  constitute a sale
within  the  meaning  of  the  Securities  Act  except  as  contemplated  in the
Registration  Statement  referred to in Section 7.1 and as described below or as
otherwise  permitted by law, and that it will promptly notify the Company of any
changes in the information set forth in the Registration Statement regarding the
Investor or its plan of distribution.

               (b) Except in the event that  paragraph  (c) below  applies,  the
Company shall (i) if deemed necessary by the Company, prepare and file from time
to time with the SEC a post-effective amendment to the Registration Statement or
a  supplement  to the related  Prospectus  or a  supplement  or amendment to any
document  incorporated  therein by reference or file any other required document
so that such  Registration  Statement will not contain an untrue  statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary  to make the  statements  therein  not  misleading,  and so  that,  as
thereafter  delivered to  purchasers of the Shares being sold  thereunder,  such
Prospectus  will not contain an untrue  statement of a material  fact or omit to
state 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; (ii) provide the Investor copies of any documents filed pursuant
to Section  7.2(b)(i) as the Investor may reasonably  request;  and (iii) inform
each  Investor  that the Company has complied  with its  obligations  in Section
7.2(b)(i) (or that, if the Company has filed a  post-effective  amendment to the
Registration  Statement which has not yet been declared  effective,  the Company
will notify the  Investor to that  effect,  will use its  reasonable  commercial
efforts to secure the effectiveness of such post-effective amendment as promptly
as possible and will promptly notify the Investor  pursuant to Section 7.2(b)(i)
hereof when the amendment has become effective).

                                      -10-
<PAGE>

               (c)  Subject  to  paragraph  (d)  below,  in the event (i) of any
request by the SEC or any other federal or state  governmental  authority during
the period of  effectiveness  of the  Registration  Statement for  amendments or
supplements to a Registration  Statement or related Prospectus or for additional
information;  (ii) of the  issuance  by the SEC or any  other  federal  or state
governmental  authority  of any stop order  suspending  the  effectiveness  of a
Registration  Statement or the initiation of any  proceedings  for that purpose;
(iii) of the  receipt by the  Company of any  notification  with  respect to the
suspension of the  qualification  or exemption from  qualification of any of the
Shares for sale in any  jurisdiction  or the  initiation or  threatening  of any
proceeding for such purpose;  or (iv) of any event or circumstance  which,  upon
the  advice  of its  counsel,  necessitates  the  making of any  changes  in the
Registration Statement or Prospectus,  or any document incorporated or deemed to
be incorporated  therein by reference,  so that, in the case of the Registration
Statement,  it will not contain any untrue  statement of a material  fact or any
omission to state a material fact required to be stated  therein or necessary to
make  the  statements  therein  not  misleading,  and  that  in the  case of the
Prospectus,  it will not contain any untrue  statement of a material fact or any
omission to state a material fact required to be stated  therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made,  not  misleading;  then the Company shall  deliver a  certificate  in
writing to the Investor (the "Suspension Notice") to the effect of the foregoing
and,  upon receipt of such  Suspension  Notice,  the Investor  will refrain from
selling any Shares pursuant to the Registration Statement (a "Suspension") until
the  Investor's  receipt  of  copies of a  supplemented  or  amended  Prospectus
prepared  and filed by the  Company,  or until it is  advised  in writing by the
Company that the current  Prospectus may be used, and has received copies of any
additional or supplemental  filings that are incorporated or deemed incorporated
by reference in any such Prospectus. In the event of any Suspension, the Company
will use its reasonable commercial efforts to cause the use of the Prospectus so
suspended  to be resumed as soon as  reasonably  practicable  within 20 business
days after the delivery of a Suspension  Notice to the Investor.  In addition to
and without limiting any other remedies (including,  without limitation,  at law
or at equity)  available  to the  Investor,  the  Investor  shall be entitled to
specific  performance  in the event that the  Company  fails to comply  with the
provisions of this Section 7.2(c).

               (d) Notwithstanding the foregoing paragraphs of this Section 7.2,
the Investor shall not be prohibited from selling Shares under the  Registration
Statement as a result of Suspensions on more than two occasions of not more than
30 days each in any twelve month period,  unless,  in the good faith judgment of
the  Company's  Board of Directors,  upon the written  opinion of counsel of the
Company, the sale of Shares under the Registration Statement in reliance on this
paragraph  7.2(d)  would  be  reasonably  likely  to  cause a  violation  of the
Securities Act or the Exchange Act and result in liability to the Company.

               (e)  Provided  that a  Suspension  is not  then  in  effect,  the
Investor  may sell Shares under the  Registration  Statement,  provided  that it
arranges for delivery of a current  Prospectus to the transferee of such Shares.
Upon  receipt  of a request  therefor,  the  Company  has  agreed to  provide an
adequate number of current  Prospectuses to the Investor and to supply copies to
any other parties requiring such Prospectuses.

               (f) In the event of a sale of Shares by the Investor  pursuant to
the  Registration  Statement,  the Investor  must also deliver to the  Company's
transfer  agent,  with a copy to the Company,  a Certificate of Subsequent  Sale
substantially  in the form attached  hereto as EXHIBIT A, so that the Shares may
be properly transferred.

          7.3  INDEMNIFICATION. For the purpose of this Section 7.3:

          (i)  the  term  "Selling  Stockholder"  means  the  Investor  and  any
affiliate of such Investor;

          (ii) the term "Registration Statement" shall include the Prospectus in
the form first filed with the SEC pursuant to Rule 424(b) of the  Securities Act
or filed as part of the  Registration  Statement at the time of effectiveness if
no Rule 424(b)  filing is  required,  and any exhibit,  supplement  or amendment
included  in or relating to the  Registration  Statement  referred to in Section
7.1; and

          (iii) the term  "Untrue  Statement"  means  any  untrue  statement  or
alleged untrue  statement,  or any omission or alleged  omission to state in the
Registration  Statement  a  material  fact  required  to be  stated  therein  or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made, not misleading.

               (a) The  Company  agrees  to  indemnify  and hold  harmless  each
Selling Stockholder from and against any losses,  claims, damages or liabilities
to which such Selling  Stockholder  may become subject (under the Securities Act
or otherwise) insofar as such losses, claims, damages or liabilities (or actions
or  proceedings  in  respect  thereof)  arise out of, or are based  upon (i) any
breach of the  representations  or warranties of the Company contained herein or
failure to comply with

                                      -11-
<PAGE>

the covenants and agreements of the Company  contained  herein,  (ii) any Untrue
Statement,  or (iii) any  failure  by the  Company to  fulfill  any  undertaking
included in the Registration  Statement as amended or supplemented  from time to
time, and the Company will reimburse such Selling Stockholder for any reasonable
legal or other  expenses  reasonably  incurred in  investigating,  defending  or
preparing to defend any such action, proceeding or claim, or preparing to defend
any such action, proceeding or claim, PROVIDED,  HOWEVER, that the Company shall
not be liable in any such case to the extent  that such loss,  claim,  damage or
liability  arises out of, or is based upon, an Untrue Statement made in reliance
upon and in conformity with written  information  furnished to the Company by or
on behalf of such Selling Stockholder specifically for use in preparation of the
Registration Statement, as amended or supplemented from time to time (including,
without limitation, information set forth in the Investor Questionnaire), or the
failure of such Selling  Stockholder to comply with its covenants and agreements
contained in Section 7.2 hereof  respecting  sale of the Shares or any statement
or omission in any  Prospectus  that is corrected in any  subsequent  Prospectus
that was delivered to the Selling  Stockholder  prior to the  pertinent  sale or
sales by the Selling  Stockholder.  The Company  shall  reimburse  each  Selling
Stockholder for the indemnifiable  amounts provided for herein on demand as such
expenses are incurred.

               (b) The  Investor  agrees  to  indemnify  and hold  harmless  the
Company (and each person, if any, who controls the Company within the meaning of
Section 15 of the  Securities  Act,  each  officer of the  Company who signs the
Registration  Statement  and each  director of the Company) from and against any
losses,  claims,  damages  or  liabilities  to which  the  Company  (or any such
officer,   director  or  controlling  person)  may  become  subject  (under  the
Securities  Act or  otherwise),  insofar  as such  losses,  claims,  damages  or
liabilities (or actions or proceedings in respect  thereof) arise out of, or are
based  upon,  (i) any  failure  to  comply  with the  covenants  and  agreements
contained  in Section  7.2 hereof  respecting  sale of the  Shares,  or (ii) any
Untrue  Statement  if such Untrue  Statement  was made in  reliance  upon and in
conformity  with written  information  furnished by or on behalf of the Investor
specifically for use in preparation of the Registration Statement, as amended or
supplemented from time to time (including,  without limitation,  information set
forth in the  Investor  Questionnaire),  and the  Investor  will  reimburse  the
Company (or such officer,  director or controlling  person), as the case may be,
for any legal or other expenses reasonably incurred in investigating,  defending
or preparing to defend any such action,  proceeding or claim. The Investor shall
reimburse the Company or such officer,  director or controlling  person,  as the
case may be, for the indemnifiable amounts provided for herein on demand as such
expenses are incurred.  Notwithstanding the foregoing,  the Investor's aggregate
obligation to indemnify the Company and such officers, directors and controlling
persons  shall be limited to the net amount  received by the  Investor  from the
sale of the Shares.

               (c) Promptly after receipt by any indemnified  person of a notice
of a claim or the beginning of any action in respect of which indemnity is to be
sought  against an  indemnifying  person  pursuant  to this  Section  7.3,  such
indemnified person shall notify the indemnifying person in writing of such claim
or of the  commencement  of such  action,  but the  omission  to so  notify  the
indemnifying  person will not relieve it from any liability which it may have to
any  indemnified  person  under this Section 7.3 (except to the extent that such
omission  materially and adversely affects the indemnifying  person's ability to
defend such action) or from any liability otherwise than under this Section 7.3.
Subject to the provisions  hereinafter  stated, in case any such action shall be
brought against an indemnified person, the indemnifying person shall be entitled
to participate therein, and, to the extent that it shall elect by written notice
delivered to the  indemnified  person  promptly  after  receiving  the aforesaid
notice  from such  indemnified  person,  shall be entitled to assume the defense
thereof, with counsel reasonably  satisfactory to such indemnified person. After
notice from the indemnifying  person to such indemnified  person of its election
to assume the defense thereof,  such indemnifying  person shall not be liable to
such  indemnified  person for any legal expenses  subsequently  incurred by such
indemnified  person in connection with the defense thereof,  PROVIDED,  HOWEVER,
that if there  exists or shall exist a conflict  of interest  that would make it
inappropriate, in the opinion of counsel to the indemnified person, for the same
counsel to represent both the indemnified person and such indemnifying person or
any affiliate or associate thereof,  the indemnified person shall be entitled to
retain its own counsel at the  expense of such  indemnifying  person;  provided,
however,  that no  indemnifying  person  shall be  responsible  for the fees and
expenses of more than one separate  counsel  (together  with  appropriate  local
counsel) for all indemnified  parties. In no event shall any indemnifying person
be liable in respect of any amounts paid in  settlement of any action unless the
indemnifying  person shall have approved the terms of such settlement;  PROVIDED
that such consent shall not be unreasonably withheld or delayed. No indemnifying
person  shall,  without the prior  written  consent of the  indemnified  person,
effect any  settlement  of any pending or  threatened  proceeding  in respect of
which any indemnified  person is or could have been a party and  indemnification
could  have been  sought  hereunder  by such  indemnified  person,  unless  such
settlement includes an unconditional release of such indemnified person from all
liability on claims that are the subject matter of such proceeding.

               (d) If the  indemnification  provided  for in this Section 7.3 is
unavailable  to or  insufficient  to hold harmless an  indemnified  person under
subsection  (a) or (b)  above in  respect  of any  losses,  claims,  damages  or
liabilities (or actions or proceedings in respect thereof)  referred to therein,
then each indemnifying  person shall contribute to the amount paid or payable by
such  indemnified  person  as a  result  of  such  losses,  claims,  damages  or
liabilities (or actions in respect thereof) in such

                                      -12-
<PAGE>

proportion as is appropriate to reflect the relative fault of the Company on the
one hand and the Investor,  as well as any other Selling Shareholders under such
Registration  Statement  on the  other  in  connection  with the  statements  or
omissions or other matters  which  resulted in such losses,  claims,  damages or
liabilities  (or  actions in  respect  thereof),  as well as any other  relevant
equitable  considerations.  The relative  fault shall be determined by reference
to, among other things, in the case of an Untrue  Statement,  whether the Untrue
Statement  relates to information  supplied by the Company on the one hand or an
Investor or other  Selling  Shareholder  on the other and the parties'  relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such Untrue  Statement.  The Company and the Investor agree that it would not be
just  and  equitable  if  contribution  pursuant  to this  subsection  (d)  were
determined  by pro rata  allocation  (even if the  Investor  and  other  Selling
Shareholders were treated as one entity for such purpose) or by any other method
of  allocation  which does not take into  account the  equitable  considerations
referred  to above in this  subsection  (d).  The  amount  paid or payable by an
indemnified person as a result of the losses, claims, damages or liabilities (or
actions in respect  thereof)  referred to above in this  subsection (d) shall be
deemed  to  include  any legal or other  expenses  reasonably  incurred  by such
indemnified person in connection with investigating or defending any such action
or claim.  Notwithstanding  the provisions of this  subsection (d), the Investor
shall not be required to contribute  any amount in excess of the amount by which
the net amount  received  by the  Investor  from the sale of the Shares to which
such loss  relates  exceeds the amount of any damages  which such  Investor  has
otherwise  been  required to pay by reason of such Untrue  Statement.  No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the Securities  Act) shall be entitled to  contribution  from any person who was
not guilty of such fraudulent  misrepresentation.  The Investor's obligations in
this  subsection  to  contribute  shall be in proportion to its Investor sale of
Shares to which such loss relates and shall not be joint with any other  Selling
Shareholders.

               (e) The parties to this Agreement  hereby  acknowledge  that they
are  sophisticated  business  persons who were represented by counsel during the
negotiations regarding the provisions hereof including,  without limitation, the
provisions  of  this  Section  7.3,  and  are  fully  informed   regarding  said
provisions.  They further  acknowledge  that the  provisions of this Section 7.3
fairly  allocate the risks in light of the ability of the parties to investigate
the Company and its business in order to assure that adequate disclosure is made
in the Registration Statement as required by the Securities Act and the Exchange
Act. The parties are advised that federal or state public policy as  interpreted
by the  courts in  certain  jurisdictions  may be  contrary  to  certain  of the
provisions of this Section 7.3, and the parties  hereto hereby  expressly  waive
and relinquish any right or ability to assert such public policy as a defense to
a claim under this  Section  7.3 and further  agree not to attempt to assert any
such defense.

          7.4  TERMINATION  OF  CONDITIONS  AND   OBLIGATIONS.   The  conditions
precedent imposed by Section 5 or this Section 7 upon the transferability of the
Shares shall cease and terminate as to any particular  number of the Shares when
such Shares shall have been effectively  registered under the Securities Act and
sold or  otherwise  disposed  of in  accordance  with  the  intended  method  of
disposition set forth in the Registration  Statement  covering such Shares or at
such time as an opinion of counsel reasonably  satisfactory to the Company shall
have been rendered to the effect that such conditions are not necessary in order
to comply with the Securities Act.

          7.5 INFORMATION  AVAILABLE.  So long as the Registration  Statement is
effective covering the resale of Shares owned by the Investor,  the Company will
furnish to the Investor:

               (a) as soon as practicable after it is available, one copy of (i)
its Annual Report to Stockholders  (which Annual Report shall contain  financial
statements audited in accordance with generally accepted  accounting  principles
by a national firm of certified public  accountants),  (ii) its Annual Report on
Form 10-K and (iii) its Quarterly  Reports on Form 10-Q (the foregoing,  in each
case, excluding exhibits);

               (b) upon the request of the  Investor,  all exhibits  excluded by
the  parenthetical to subparagraph (a) of this Section 7.5 as filed with the SEC
and all other information that is made available to shareholders; and

               (c) upon the reasonable request of the Investor, the President or
the Chief Financial Officer of the Company (or an appropriate  designee thereof)
will  meet  with the  Investor  or a  representative  thereof  at the  Company's
headquarters  to  discuss  all  information   relevant  for  disclosure  in  the
Registration Statement covering the Shares and will otherwise cooperate with any
Investor  conducting an investigation for the purpose of reducing or eliminating
such Investor's  exposure to liability  under the Securities Act,  including the
reasonable  production of information at the Company's  headquarters;  provided,
that the Company shall not be required to disclose any confidential  information
to or meet at its  headquarters  with any Investor until and unless the Investor
shall  have  entered  into a  confidentiality  agreement  in form and  substance
reasonably satisfactory to the Company with the Company with respect thereto.

                                      -13-
<PAGE>

          7.6 LEGEND;  RESTRICTIONS ON TRANSFER. The certificate or certificates
for the Shares  (and any  securities  issued in respect of or  exchange  for the
Shares) shall be subject to a legend or legends  restricting  transfer under the
Securities Act and referring to restrictions on transfer herein,  such legend to
be substantially as follows:

          THE SECURITIES  REPRESENTED  HEREBY 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.

The Company and the Investor  acknowledge  and agree that the  Investor  may, as
permitted  by law,  from time to time  pledge  pursuant  to a bona  fide  margin
agreement  or grant a security  interest  in some or all of the Shares  and,  if
required under the terms of such arrangement, Investor may, as permitted by law,
transfer pledged or secured Shares to the pledgees or secured  parties.  So long
as Investor is not an affiliate of the Company,  such a pledge or transfer would
not be subject to approval or consent of the Company,  provided  that,  upon the
request of the Company, a legal opinion of legal counsel to the pledgee, secured
party or pledgor shall be obtained.  At the Investor's  expense,  so long as the
Shares are subject to the legend  required by this Section 7.6, the Company will
use its  reasonable  commercial  efforts to execute and deliver such  reasonable
documentation as a pledgee or secured party of Shares may reasonably  request in
connection with a pledge or transfer of the Shares  including such amendments or
supplements  to the  Registration  Statement and Prospectus as may be reasonably
required.  The  foregoing  does not affect  Investor's  obligations  pursuant to
Section 7.2(a).

          7.7 LIQUIDATED  DAMAGES.  The Company and Investor agree that Investor
will suffer damages if the Company fails to fulfill its obligations  pursuant to
Section 7.1 and 7.2 hereof and that it would not be possible  to  ascertain  the
extent of such damages with precision. Accordingly, the Company hereby agrees to
pay liquidated  damages  ("Liquidated  Damages") to Investor under the following
circumstances:  (a) if the Registration Statement is not filed by the Company on
or prior to 15 days after the Closing Date (such an event, a "Filing  Default");
(b) if the  Registration  Statement is not  declared  effective by the SEC on or
prior to February 14, 2004 (such an event, an "Effectiveness  Default");  or (c)
if the  Registration  Statement  (after  its  effectiveness  date)  ceases to be
effective  and available to Investor for any  continuous  period that exceeds 30
days or for one or more  period  that  exceeds in the  aggregate  60 days in any
12-month  period (such an event,  a  "Suspension  Default"  and together  with a
Filing Default and an Effectiveness Default, a "Registration  Default").  In the
event of a Registration  Default, the Company shall as Liquidated Damages pay to
Investor,  for each 30-day period of a Registration  Default,  an amount in cash
equal to 1% of the aggregate  purchase  price paid by Investor  pursuant to this
Agreement up to a maximum of 10% of the aggregate  purchase price of the Shares,
provided that Liquidation  Damages in respect of a Suspension  Default shall not
be payable in  relation  to any Shares not owned by the  Investor at the time of
the Suspension Default. The Company shall pay the Liquidated Damages as follows:
(i) in connection with a Filing Default, on the 16th day after the Closing Date,
and each 30th day thereafter until the Registration  Statement is filed with the
SEC; (ii) in connection with an Effectiveness  Default, on February 15, 2004 and
each 30th day thereafter until the Registration  Statement is declared effective
by the SEC; or (iii) in connection with a Suspension  Default, on either (x) the
31st consecutive day of any Suspension or (y) the 61st day (in the aggregate) of
any Suspensions in any 12-month  period,  and each 30th day thereafter until the
Suspension is terminated in  accordance  with Section 7.2.  Notwithstanding  the
foregoing,  all periods  shall be tolled during  delays  directly  caused by the
action or inaction of any  Investor,  and the Company shall have no liability to
any Investor in respect of any such delay. The Liquidated Damages payable herein
shall  apply  on a pro rata  basis  for any  portion  of a  30-day  period  of a
Registration Default.

     8.  NOTICES.  All  notices,  requests,  consents  and other  communications
hereunder  shall be in writing,  shall be mailed (A) if within the United States
by  first-class  registered  or  certified  airmail,  or  nationally  recognized
overnight express courier, postage prepaid, or by facsimile, or (B) if delivered
from  outside the United  States,  by  International  Federal  Express (or other
recognized  international  express  courier) or  facsimile,  and shall be deemed
given (i) if delivered  by  first-class  registered  or  certified  mail,  three
business  days after so  mailed,  (ii) if  delivered  by  nationally  recognized
overnight  carrier,  one  business  day after so mailed,  (iii) if  delivered by
International  Federal  Express  (or  other  recognized   international  express
courier),  two business  days after so mailed,  (iv) if delivered by  facsimile,
upon  electronic  confirmation of receipt and shall be delivered as addressed as
follows:

          (a)  if to the Company, to:

               ParkerVision, Inc.
               8493 Baymeadows Way
               Jacksonville, FL 32256
               Attn:  Jeffrey Parker and Cindy Poehlman

                                      -14-
<PAGE>

          (b)  with a copy to:

               Graubard Miller
               600 Third Avenue
               New York, NY 10016
               Attn: David Alan Miller

          (c)  if to the Investor,  at its address on the signature page hereto,
               or at such other address or addresses as may have been  furnished
               to the Company in writing.

     9. CHANGES. This Agreement may be modified, amended or waived only pursuant
to a  written  instrument  signed by the  Company  and (a)  Investors  holding a
majority  of the Shares  issued  and sold in the  Offering,  provided  that such
modification,  amendment  or waiver is made with respect to all  Agreements  and
does not adversely affect the Investor without adversely affecting all Investors
in a similar manner; or (b) the Investor.

     10.  HEADINGS.  The headings of the various sections of this Agreement have
been inserted for  convenience  of reference  only and shall not be deemed to be
part of this Agreement.

     11. SEVERABILITY.  In case any provision contained in this Agreement should
be invalid, illegal or unenforceable in any respect, the validity,  legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

     12.  GOVERNING LAW. This  Agreement  shall be governed by, and construed in
accordance  with,  the  internal  laws of the State of Florida,  without  giving
effect to the principles of conflicts of law.

     13.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument,  and shall become effective
when  one or more  counterparts  have  been  signed  by each  party  hereto  and
delivered to the other parties.

     14.  ENTIRE  AGREEMENT.  This  Agreement  constitute  the entire  agreement
between the parties hereto and supersedes any prior understandings or agreements
concerning  the purchase and sale of the Shares and the resale  registration  of
the Shares.

     15. RULE 144.  The Company  covenants  that it will timely file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and  regulations  adopted by the SEC thereunder (or, if the Company is not
required to file such reports, it will, upon the request of any Investor holding
Shares purchased hereunder made after the first anniversary of the Closing Date,
make publicly  available such  information as necessary to permit sales pursuant
to Rule 144 under the  Securities  Act), and it will take such further action as
any such Investor may reasonably  request,  all to the extent required from time
to time to enable  such  Investor  to sell Shares  purchased  hereunder  without
registration  under the  Securities  Act within the limitation of the exemptions
provided by (a) Rule 144 under the  Securities  Act, as such Rule may be amended
from time to time,  or (b) any similar rule or regulation  hereafter  adopted by
the SEC.  Upon the request of the  Investor,  the Company  will  deliver to such
holder a written  statement as to whether it has complied with such  information
and requirements.

     16.  CONFIDENTIAL INFORMATION.

          (a) The Investor  represents  to the Company that, at all times during
the Company's  offering of the Shares, the Investor has maintained in confidence
all non-public  information  regarding the Company received by the Investor from
the Company or its agents,  and  covenants  that it will continue to maintain in
confidence  such  information  until  such  information  (a)  becomes  generally
publicly  available  other than  through a violation  of this  provision  by the
Investor or its agents or (b) is required to be disclosed  in legal  proceedings
(such as by deposition,  interrogatory,  request for documents,  subpoena, civil
investigation  demand,  filing  with  any  governmental   authority  or  similar
process),  provided,  however,  that  before  making  any use or  disclosure  in
reliance on this  subparagraph  (b) the Investor shall give the Company at least
fifteen (15) days prior  written  notice (or such shorter  period as required by
law) specifying the circumstances giving rise thereto and will furnish only that
portion of the non-public

                                      -15-
<PAGE>

information   which  is  legally  required  and  will  exercise  its  reasonable
commercial efforts to obtain reliable assurance that confidential treatment will
be accorded any non-public information so furnished.

          (b) The  Company  shall  on the  Closing  Date  issue a press  release
disclosing the material terms of the transactions contemplated hereby (including
at least the number of Shares sold and proceeds  therefrom).  The Company  shall
not publicly  disclose the name of Investor,  or include the name of Investor in
any filing with the SEC or any state and federal regulatory agency or the Nasdaq
(other than the filing of the  Agreements  with the SEC pursuant to the Exchange
Act),  without the prior written consent of Investor,  except to the extent such
disclosure is required by law, regulation or Nasdaq regulations.

     17. NO  THIRD-PARTY  BENEFICIARIES.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

     18.  KNOWLEDGE.  The term  "knowledge"  in this  Agreement  shall  mean the
knowledge of the directors and officers of the Company after due inquiry.

                                      -16-
<PAGE>


                               PARKERVISION, INC.

                             INVESTOR QUESTIONNAIRE

                (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)

To:  ParkerVision, Inc.
     8493 Baymeadows Way
     Jacksonville, FL 32256

     This  Investor  Questionnaire  ("Questionnaire")  must be completed by each
potential  investor in  connection  with the offer and sale of the shares of the
common  stock,   par  value  $.01  per  share,   of   ParkerVision,   Inc.  (the
"Securities").  The Securities are being offered and sold by ParkerVision,  Inc.
(the  "Corporation")  without  registration under the Securities Act of 1933, as
amended (the "Act"),  and the securities laws of certain states,  in reliance on
the  exemptions  contained  in  Section  4(2)  of the Act  and on  Regulation  D
promulgated  thereunder and in reliance on similar  exemptions  under applicable
state laws.  The  Corporation  must  determine  that a potential  investor meets
certain  suitability  requirements before offering or selling Securities to such
investor.  The purpose of this  Questionnaire  is to assure the Corporation that
each investor will meet the applicable suitability requirements. The information
supplied by you will be used in determining whether you meet such criteria,  and
reliance upon the private offering  exemption from registration is based in part
on the information herein supplied.

     This  Questionnaire  does not constitute an offer to sell or a solicitation
of  an  offer  to  buy  any  security.   Your  answers  will  be  kept  strictly
confidential. However, by signing this Questionnaire you will be authorizing the
Corporation to provide a completed copy of this Questionnaire to such parties as
the Corporation  deems appropriate in order to ensure that the offer and sale of
the Securities  will not result in a violation of the Act or the securities laws
of any state and that you otherwise satisfy the suitability standards applicable
to  purchasers  of the  Securities.  All  potential  investors  must  answer all
applicable  questions and  complete,  date and sign this  Questionnaire.  Please
print or type your responses and attach  additional sheets of paper if necessary
to complete your answers to any item.

A.   BACKGROUND INFORMATION
     ----------------------

Name: __________________________________________________________________________

Business Address: ______________________________________________________________
                                        (Number and Street)

________________________________________________________________________________
(City)                             (State)                            (Zip Code)

Telephone Number: (___)_________________________________________________________

Residence Address: _____________________________________________________________
                                        (Number and Street)

________________________________________________________________________________
(City)                             (State)                            (Zip Code)

Telephone Number: (___)_________________________________________________________

If an individual:
    Age: ________  Citizenship: _________  Where registered to vote: ___________

If a corporation, partnership, limited liability company, trust or other entity:
    Type of entity: ____________________________________________________________
    State of formation: ____________________ Date of formation: ________________

Social Security or Taxpayer Identification No. _________________________________

                                      -17-
<PAGE>

Send all correspondence to (check one): ___ Residence Address
                                        ___ Business Address

Current ownership of securities of the Corporation:
__________ shares of common stock, par value $.01 per share (the "Common Stock")
options to purchase __________ shares of Common Stock.

B.   STATUS AS ACCREDITED INVESTOR

I. The  undersigned  is an  "accredited  investor"  as such term is  defined  in
Regulation  D under the Act,  as at the time of the sale of the  Securities  the
undersigned falls within one or more of the following categories (PLEASE INITIAL
ONE OR MORE, AS APPLICABLE):1

     ____ (1) a bank as defined in Section  3(a)(2) of the Act, or a savings and
loan  association or other  institution as defined in Section  3(a)(5)(A) of the
Act whether acting in its individual or fiduciary  capacity;  a broker or dealer
registered  pursuant to Section 15 of the  Securities  Exchange Act of 1934;  an
insurance company as defined in Section 2(13) of the Act; an investment  company
registered  under  the  Investment   Corporation  Act  of  1940  or  a  business
development company as defined in Section 2(a)(48) of that Act; a Small Business
Investment Corporation licensed by the U.S. Small Business  Administration under
Section  301(c)  or (d) of the Small  Business  Investment  Act of 1958;  a plan
established and maintained by a state, its political subdivisions, or any agency
or instrumentality  of a state or its political  subdivisions for the benefit of
its  employees,  if such plan has total  assets  in  excess  of  $5,000,000;  an
employee  benefit  plan within the  meaning of the  Employee  Retirement  Income
Security Act of 1974 if the investment decision is made by a plan fiduciary,  as
defined in Section 3(21) of such Act,  which is either a bank,  savings and loan
association,  insurance company,  or registered  investment  adviser,  or if the
employee  benefit  plan has  total  assets  in  excess  of  $5,000,000  or, if a
self-directed  plan,  with the investment  decisions made solely by persons that
are accredited investors;

     ____ (2) a private  business  development  company  as  defined  in Section
202(a)(22) of the Investment Adviser Act of 1940;

     ____ (3) an  organization  described  in Section  501(c)(3) of the Internal
Revenue Code of 1986, as amended, corporation, Massachusetts or similar business
trust,  or  partnership,  not formed for the specific  purpose of acquiring  the
Securities offered, with total assets in excess of $5,000,000;

     ____ (4) a natural person whose  individual  net worth,  or joint net worth
with  that  person's  spouse,  at the  time of  such  person's  purchase  of the
Securities exceeds $1,000,000;

     ____ (5) a  natural  person  who had an  individual  income  in  excess  of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation of reaching the same income level in the current year;

     ____ (6) a trust, with total assets in excess of $5,000,000, not formed for
the specific  purpose of acquiring the  Securities  offered,  whose  purchase is
directed  by a  sophisticated  person  as  described  in Rule  506(b)(2)(ii)  of
Regulation D; and

     ____ (7) an  entity  in  which  all of the  equity  owners  are  accredited
investors (as defined above).

-----------------------
     1 As used in this  Questionnaire,  the term "net worth" means the excess of
total assets over total  liabilities.  In computing net worth for the purpose of
subsection (4), the principal  residence of the investor must be valued at cost,
including  cost  of  improvements,   or  at  recently   appraised  value  by  an
institutional lender making a secured loan, net of encumbrances.  In determining
income,  the investor  should add to the  investor's  adjusted  gross income any
amounts attributable to tax exempt income received,  losses claimed as a limited
partner  in  any  limited   partnership,   deductions   claimed  for  depiction,
contributions  to an IRA or KEOGH  retirement plan,  alimony  payments,  and any
amount by which income from long-term capital gains has been reduced in arriving
at adjusted gross income.

                                      -18-
<PAGE>

II.  The undersigned is not an "accredited  investor" as such term is defined in
     Regulation  D under the Act, as at the time of the sale of the  Securities,
     and each of the following statements is true and correct:

     _________ (initial)

     (a)  The Company has made available to the  undersigned,  during the course
          of this  transaction  and prior to the  acquisition of the Securities,
          the  opportunity to ask questions of and receive  complete and correct
          answers from  representatives  of the Company concerning the terms and
          conditions of the Securities and to obtain any additional  information
          relating to the financial condition and business of the Company;

     (b)  The undersigned,  either alone or with Wellington  Management Company,
          LLP as its purchaser representative, has such knowledge and experience
          in financial and business  matters that the  undersigned is capable of
          evaluating the merits and risks of the investment in the Securities;

     (c)  The  undersigned  has received or been given access to all information
          required to be furnished to the undersigned pursuant to Rule 502(b) of
          the Securities Act.

C.   REPRESENTATIONS
     ---------------

     The  undersigned  hereby  represents  and  warrants to the  Corporation  as
follows:

1.   Any  purchase  of the  Securities  would be solely  for the  account of the
     undersigned  and not for the account of any other  person or with a view to
     any resale, fractionalization, division, or distribution thereof.

2.   The information contained herein is complete and accurate and may be relied
     upon by the  Corporation,  and the undersigned  will notify the Corporation
     immediately  of any material  change in any of such  information  occurring
     prior to the closing, if any, with respect to the purchase of Securities by
     the undersigned or any co-purchaser.

3.   There are no suits,  pending litigation,  or claims against the undersigned
     that could  materially  affect the net worth of the undersigned as reported
     in this Questionnaire.

4.   The undersigned  acknowledges that there may occasionally be times when the
     Corporation  determines  that it  must  suspend  the use of the  Prospectus
     forming a part of the Registration  Statement (as such terms are defined in
     the Stock Purchase Agreement to which this  Questionnaire is attached),  as
     set  forth  in  Section  7.2(c)  of  the  Stock  Purchase  Agreement.   The
     undersigned  is aware  that,  in such  event,  the  Securities  will not be
     subject to ready  liquidation,  and that any  Securities  purchased  by the
     undersigned  would have to be held  during  such  suspension.  The  overall
     commitment  of  the  undersigned  to  investments  which  are  not  readily
     marketable  is not  excessive  in view of the  undersigned's  net worth and
     financial circumstances,  and any purchase of the Securities will not cause
     such  commitment to become  excessive.  The undersigned is able to bear the
     economic risk of an investment in the Securities.

5.   The  undersigned  has carefully  considered the potential risks relating to
     the  Corporation and a purchase of the  Securities,  and fully  understands
     that the Securities are speculative investments which involve a high degree
     of risk of loss of the undersigned's  entire investment.  Among others, the
     undersigned  has  carefully  considered  each of the  risks  identified  in
     Exhibit 99.1 to the Annual Report on Form 10-K for the year ended  December
     31, 2002.

                                      -19-
<PAGE>

     IN WITNESS WHEREOF,  the undersigned has executed this  Questionnaire  this
____ day of  November,  2003,  and  declares  under oath that it is truthful and
correct.


                                        ________________________________________
                                        Print Name

                                        By: ____________________________________
                                                          Signature

                                        Title:  ________________________________
                                                (required for any purchaser that
                                                is a corporation, partnership,
                                                trust or other entity)

                                      -20-
<PAGE>

                              [COMPANY LETTERHEAD]

                                 _________, 200_


     Re:  PARKERVISION, INC.; REGISTRATION STATEMENT ON FORM S-3

Dear Selling Shareholder:

     Enclosed please find five (5) copies of a prospectus dated  ______________,
200[__]  (the  "PROSPECTUS")  for your use in  reselling  your  shares of common
stock,  $.01 par value (the "SHARES"),  of  ParkerVision,  Inc. (the "COMPANY"),
under the Company's  Registration Statement on Form S-3 (Registration No. 333- )
(the  "REGISTRATION  STATEMENT"),  which  has  been  declared  effective  by the
Securities  and  Exchange  Commission.   AS  A  SELLING  SHAREHOLDER  UNDER  THE
REGISTRATION  STATEMENT,  YOU  HAVE  AN  OBLIGATION  TO  DELIVER  A COPY  OF THE
PROSPECTUS  TO EACH  PURCHASER  OF YOUR SHARES,  EITHER  DIRECTLY OR THROUGH THE
BROKER-DEALER WHO EXECUTES THE SALE OF YOUR SHARES.

     The  Company  is  obligated  to notify  you in the event  that it  suspends
trading under the  Registration  Statement in  accordance  with the terms of the
Stock Purchase Agreement between the Company and you. During the period that the
Registration  Statement  remains  effective and trading  thereunder has not been
suspended,  you will be  permitted to sell your Shares which are included in the
Prospectus under the Registration Statement. Upon a sale of any Shares under the
Registration  Statement,  you or your  broker will be required to deliver to the
Transfer   Agent,   [Name  of  Transfer   Agent]  (1)  your   restricted   stock
certificate(s)  representing  the Shares,  (2)  instructions for transfer of the
Shares sold, and (3) a  representation  letter from your broker,  or from you if
you are  selling  in a  privately  negotiated  transaction,  or from such  other
appropriate party, in the form of EXHIBIT A attached hereto (the "Representation
Letter").  The  Representation  Letter  confirms  that the Shares have been sold
pursuant  to the  Registration  Statement  and in a manner  described  under the
caption "Plan of  Distribution" in the Prospectus and that such sale was made in
accordance  with  all  applicable  securities  laws,  including  the  prospectus
delivery requirements.

     Please note that you are under no obligation to sell your Shares during the
registration period. However, if you do decide to sell, you must comply with the
requirements described in this letter or otherwise applicable to such sale. Your
failure to do so may result in liability  under the  Securities  Act of 1933, as
amended,  and the Securities  Exchange Act of 1934, as amended.  Please remember
that all sales of your  Shares must be carried out in the manner set forth under
the  caption  "Plan of  Distribution"  in the  Prospectus  if you sell under the
Registration Statement. The Company may require an opinion of counsel reasonably
satisfactory  to the Company if you choose  another  method of sale.  YOU SHOULD
CONSULT  WITH YOUR OWN  LEGAL  ADVISOR(S)  ON AN  ONGOING  BASIS TO ENSURE  YOUR
COMPLIANCE WITH THE RELEVANT SECURITIES LAWS AND REGULATIONS.

     IN ORDER TO MAINTAIN  THE ACCURACY OF THE  PROSPECTUS,  YOU MUST NOTIFY THE
UNDERSIGNED  UPON THE  SALE,  GIFT,  OR OTHER  TRANSFER  OF ANY  SHARES  BY YOU,
INCLUDING THE NUMBER OF SHARES BEING TRANSFERRED,  AND IN THE EVENT OF ANY OTHER
CHANGE IN THE  INFORMATION  REGARDING YOU WHICH IS CONTAINED IN THE  PROSPECTUS.
FOR EXAMPLE,  YOU MUST NOTIFY THE  UNDERSIGNED IF YOU ENTER INTO ANY ARRANGEMENT
WITH A  BROKER-DEALER  FOR THE SALE OF  SHARES  THROUGH A BLOCK  TRADE,  SPECIAL
OFFERING,  EXCHANGE  DISTRIBUTION  OR SECONDARY  DISTRIBUTION OR A PURCHASE BY A
BROKER-DEALER. DEPENDING ON THE CIRCUMSTANCES, SUCH TRANSACTIONS MAY REQUIRE THE
FILING OF A SUPPLEMENT TO THE PROSPECTUS IN ORDER TO UPDATE THE  INFORMATION SET
FORTH UNDER THE CAPTION "PLAN OF DISTRIBUTION" IN THE PROSPECTUS.

     Should you need any additional copies of the Prospectus, or if you have any
questions  concerning the foregoing,  please write to me at ParkerVision,  Inc.,
8493 Baymeadows Way, Jacksonville, FL 32256. Thank you.

                                             Sincerely,


                                      -21-
<PAGE>

                                                                       Exhibit A
                                                                       ---------

                         CERTIFICATE OF SUBSEQUENT SALE

[Name of Transfer Agent]
[Address of Transfer Agent]


     RE:  Sale of Shares of Common Stock of  ParkerVision,  Inc. (the "Company")
          pursuant to the Company's Prospectus dated _____________, 200[__] (the
          "Prospectus")

Dear Sir/Madam:

     The undersigned hereby certifies,  in connection with the sale of shares of
Common Stock of the Company included in the table of Selling Shareholders in the
Prospectus,  that the undersigned has sold the shares pursuant to the Prospectus
and in a manner  described  under  the  caption  "Plan of  Distribution"  in the
Prospectus  and that such sale complies with all securities  laws  applicable to
the  undersigned,   including,   without  limitation,  the  Prospectus  delivery
requirements of the Securities Act of 1933, as amended.

Selling Shareholder (the beneficial owner): ____________________________________

Record Holder (e.g., if held in name of nominee): ______________________________

Restricted Stock Certificate No.(s): ___________________________________________

Number of Shares Sold: _________________________________________________________

Date of Sale: __________________________________________________________________

     In the event  that you  receive a stock  certificate(s)  representing  more
shares of Common Stock than have been sold by the  undersigned,  then you should
return to the  undersigned a newly issued  certificate for such excess shares in
the name of the Record Holder and BEARING A  RESTRICTIVE  LEGEND.  Further,  you
should place a stop transfer on your records with regard to such certificate.

                                        Very truly yours,

Dated: __________________________       By: ____________________________________

                                        Print Name: ____________________________

                                        Title: _________________________________

cc:  ParkerVision, Inc.
     8493 Baymeadows Way
     Jacksonville, FL 32256
     Attn:  [_____________]

                                      -22-
<PAGE>