STRATEGIC COLLABORATION AGREEMENT
                        ---------------------------------


This  Agreement is made and entered into on the 28th day of April 2003,  between
Peter Halmos & Sons, Inc. ("PHS") and ParkerVision,  Inc. ("ParkerVision" or the
"Company").

     WHEREAS,  ParkerVision's business and intellectual property assets may have
possible   application   to   business   opportunities   beyond   the  scope  of
ParkerVision's  current  business  plans,  and PHS will  attempt to conceive and
develop,   solely  and  exclusively  through  its  own  efforts,   new  business
opportunities that could have significant profit potential.

     In  consideration of the mutual promises made herein and for other good and
valuable  consideration,   the  receipt  of  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     1. The term of this Agreement is thirty-six (36) months commencing on April
28th, 2003.

     2. The Company and PHS hereby  undertake a common  enterprise  whereby PHS,
solely and  exclusively  by its own efforts as the  promoter of the  enterprise,
will attempt to conceive and develop new business  opportunities that could have
significant  profit  potential.  As inducement to PHS to attempt to conceive and
develop such new business  opportunities,  the Company  hereby issues to PHS two
hundred fifty thousand (250,000) restricted shares of the Company's Common Stock
("Restricted Shares"). The Restricted Shares shall be issued under the Company's
2000 Performance  Equity Plan. If any provision of this Agreement is in conflict
with the Equity Plan, this Agreement controls.

          (a) Each certificate for Restricted Shares issued under this Agreement
shall bear the following legends:

          "The  securities   represented  by  this  certificate  have  not  been
          registered  under the  Securities  Act of 1933, as amended  ("Act") or
          applicable state law. The securities may not be offered for sale, sold
          or otherwise transferred except pursuant to an effective  registration
          statement under the Act, or pursuant to an exemption from registration
          under the Act and applicable state law."

          "The shares represented hereby are subject to the terms of a Strategic
          Collaboration  Agreement dated April 28th,  2003,  which restricts the
          right of the holder to sell such shares."

          (b) PHS  agrees  that it will not sell,  transfer,  assign,  pledge or
hypothecate more than 83,334 Restricted Shares during each of the next three


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twelve-month  periods commencing on April 1, 2003 unless and notwithstanding the
foregoing  PHS shall not make any sales until (i) the Company has  received  the
opinion of counsel for PHS that such  Restricted  Shares may be sold pursuant to
an  exemption  from  registration  under the Act and  applicable  state law, the
availability  of which is  established  to the  reasonable  satisfaction  of the
Company or (ii) a registration  statement relating to such Restricted Shares has
been filed by the Company and declared  effective by the Securities and Exchange
Commission  ("SEC") and compliance  with  applicable  state law (and the Company
agrees, at its own cost and expense, to file such registration  statement and to
use best efforts to cause same to become  effective by September  26, 2003,  and
comply with applicable state and other laws and regulations).

          (c) The rights and  obligations  of PHS under this  Section 3 shall be
binding on all  persons to whom PHS  transfers  Shares in other than open market
transactions.

     3.  PHS  acknowledges  that it will  become  privy to  material  non-public
information about the Company. Accordingly, PHS agrees to abide by the Company's
policies regarding trading by insiders.

     4. The Company acknowledges that all information (written or oral) given by
PHS to the Company in connection  with this Agreement is intended solely for the
benefit and use of the Company. The Company shall not make any public references
to PHS,  or use the PHS  name in any  annual  report  or any  other  reports  or
releases of the Company  without PHS' prior  written  consent,  except as may be
required by law.

     5. PHS will  hold in  confidence  any  confidential  information  which the
Company  provides  to PHS  pursuant  to this  Agreement,  which is  clearly  and
conspicuously   identified   as   non-disclosable    confidential   information.
Notwithstanding   the   foregoing,   PHS  shall  not  be  required  to  maintain
confidentiality  with respect to Information (i) which is or becomes part of the
public  domain not due to the breach of this  Agreement by PHS; (ii) of which it
had  independent  knowledge  prior to  disclosure;  (iii)  which  comes into the
possession of PHS in the normal and routine  course of its own business from and
through  independent  non-confidential  sources; or (iv) which is required to be
disclosed by PHS by law, rule or regulation.  If PHS is requested or required to
disclose any confidential  information supplied to it by the Company, PHS shall,
unless prohibited by law, promptly notify the Company of such request(s) so that
the Company may seek an  appropriate  protective  order.  This  paragraph  shall
survive termination of PHS' engagement.

     6. This  Agreement  does not  confer or  convey  to PHS any  right,  title,
interest, license and/or claim, without restriction or limitation, to any of the
Company's intellectual property.

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     7. The Company  confirms that in attempting to conceive and develop the new
business  opportunities  referenced  herein,  PHS  will  use and  rely on  data,
material  and  other  information  furnished  to  PHS by  the  Company,  without
independently  verifying the accuracy,  completeness  or veracity of same. It is
understood and acknowledged  that the value of PHS' efforts is not quantifiable,
that PHS is not obligated to spend any specific  amount of time,  and that there
is no assurance any new business opportunities will be conceived or developed.

     8. The Company  agrees to indemnify and hold  harmless PHS, its  directors,
officers,   employees,   agents,   representatives   and   controlling   persons
("Indemnified  Parties") from and against any and all losses,  claims,  damages,
liabilities,  judgments, fines, assessments,  suits, actions, proceedings of any
kind,  costs  and  expenses  (collectively,   "Damages"),   including,   without
limitation,  reasonable  attorneys,  expert and  investigator  fees and expenses
reimbursed  as and when  incurred  payable  within  ten (10)  days of  notice or
demand,  at all levels of proceedings  (i.e.  investigatory,  trial,  appellate,
etc.) If such Damages  were,  in any manner  whatsoever,  directly or indirectly
caused  by,  related  to,  based upon or arising  out of the  activities  of PHS
authorized  pursuant to this Agreement,  to the maximum extent permitted by law,
so long as PHS shall not have been finally and irreversibly  adjudicated to have
engaged in  intentional  or willful  misconduct,  or shall have been finally and
irreversibly  adjudicated to have acted grossly negligently,  in connection with
the  matter(s)  which  form the  basis of the claim  for  indemnification.  Such
indemnification (assuming the basis for the claim is valid, as authorized above)
includes  any claim by PHS for breach by the  Company of any  provision  of this
Agreement or the defense of any claim threatened or asserted by the Company, its
stockholders,   or  any   third   party   against   Indemnified   Parties.   The
Indemnification  detailed in this  paragraph 8 will survive  termination of this
Agreement.

     9.  PHS will  and  shall  act as an  independent  contractor  and not as an
employee or agent of the Company or any affiliate  thereof.  Neither PHS nor the
Company  shall have  authority  to act for,  represent  or bind the other or any
affiliate thereof in any manner, except as may be expressly agreed to by PHS and
the Company in writing from time to time.

     10. This Agreement shall constitute the entire Agreement and supercedes all
prior agreements and understandings,  both written and oral, between the Company
and PHS with  respect to the  subject  matter  hereof and,  except as  otherwise
expressly  provided herein,  is not intended to confer upon any other person any
rights or  remedies.  Without  limiting  the  foregoing,  no  representation  or
warranty with respect to PHS or the Company is being made by PHS or the Company,
and the other  party is not  relying  upon any  representations  or  warranties,
except as  expressly  set forth  herein.  If any  portion of this  Agreement  is
determined  to be or becomes  unenforceable  or illegal,  such portion  shall be
reformed to the maximum  extent  necessary in order for this Agreement to remain
in effect in accordance with its terms, as modified by such reformation.

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     11. No  provision  of this  Agreement  may be amended,  modified or waived,
except in writing signed by both parties.  This Agreement  shall be binding upon
and inure to the benefit of each of the parties and their respective successors,
legal   representatives   and  assigns.   This  Agreement  may  be  executed  in
counterparts. In the event of any dispute under this Agreement, then and in such
event,  each party  agrees  that the same  shall be  submitted  to the  American
Arbitration  Association ("AAA") in the City of Jacksonville,  Florida,  for its
decision and  determination in accordance with its rules and regulations then in
effect.  Each of the parties  agrees that the decision  and/or award made by the
AAA may be entered as judgment of the Courts of the State of Florida,  and shall
be  enforceable  as such.  This  Agreement  shall be  construed  and enforced in
accordance  with the laws of the  State of  Florida,  without  giving  effect to
conflict of laws.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first written above.




By: /s/ Peter Halmos                    By: /s/ Jeffrey L. Parker

Title: ________________________         Title: _________________________

Date: _________________________         Date: __________________________


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