MANUFACTURING LICENSE AGREEMENT

     THIS  AGREEMENT  made and entered into this 3rd day of September,  2003, by
and between  SKYCROSS,  INC.,  having a place of business at 300-A North  Drive,
Melbourne,  Florida 32934 ("SKYCROSS") and DIRECT2DATA TECHNOLOGIES,  A DIVISION
OF  PARKERVISION,  INC,,  having a place of  business  at 8493  Baymeadows  Way,
Jacksonville, Florida, 32256 ("LICENSEE").

                                    RECITALS

     WHEREAS,  SKYCROSS has developed  and is in possession of certain  patents,
technical  and  manufacturing   information,   software  and  other  proprietary
information related to antenna technology; and

     WHEREAS, LICENSEE desires to secure a licensee under the patents, technical
and  manufacturing  information,  software  and  other  proprietary  information
relating  to  antenna  technology  on  the  terms  and  conditions   hereinafter
contained.

     NOW  THEREFORE,  for  and in  consideration  of  the  premises  and  mutual
covenants herein contained the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     A. "Field of Use" shall mean wireless  local area devices,  wireless  local
area network  access points and wireless  local area network  personal  computer
cards.

     B.  "Licensed  Product"  shall  mean the  antenna  manufactured  using  the
Licensed Technical Information.

     C. "Licensed  Technical  Information"  shall mean SKYCROSS trade secret and
proprietary  technical  information,  including  patents / patent  applications,
data, drawings,  operating manuals,  reports,  parts lists,  technical data, and
specifications in electronic, written, printed or non-documented form as used by
SKYCROSS  to  manufacture  the  Licensed  Product.  A list of  patented / patent
pending antenna  configurations  supported and/or covered by Licensed  Technical
Information is set forth in Appendix A.

     D. "Licensed  Patents"  shall mean the patents and  registered  designs and
applications  for  patents  and  registered  designs of SKYCROSS as set forth in
Appendix B.

     E. "Licensed  Copyrights" shall mean the copyrights of SKYCROSS  protecting
any portion of the Licensed Technical Information or the Licensed Software.

<PAGE>

     F. "Proprietary Information" is defined as any information,  either written
or oral,  originated  by or peculiarly  within the  knowledge of the  disclosing
party,  or its  suppliers,  and not generally  available to others.  Proprietary
Information shall include both business and technical information, including but
not limited  to,  business  plans,  product  plans,  proposal  plans,  technical
specifications,  test results,  presentations,  etc. Such information  should be
identified  prior to disclosure  with an appropriate  marking or  identification
such  as  "PROPRIETARY  OR  CONFIDENTIAL."  If  such  information  is  disclosed
verbally,  then in order to receive the protection  pursuant to this  Agreement,
such  Proprietary  Information  must be reduced to tangible  form  otherwise  in
compliance  with this  Agreement  and  furnished to the  receiving  party within
fifteen (15) business days of the original verbal disclosure.  Whether or not so
marked,  all  Licensed  Technical  Information  and Licensed  Software  shall be
considered Proprietary Information.

                                   ARTICLE II
                                LICENSING GRANTS

     A. Upon the terms, payments and conditions set forth herein SKYCROSS hereby
grants to LICENSEE a non-exclusive,  worldwide, paid-up and royalty free license
to practice the  inventions  covered by the claims of, and/or  described in, the
Licensed Patents, and divisionals and continuations thereof, to make, have made,
use, sell,  offer to sell,  import and maintain the Licensed  Product within the
Field of Use.

     B. Upon the terms,  payments  and  conditions  set forth  herein,  SKYCROSS
hereby grants to LICENSEE a non-exclusive,  worldwide,  paid-up and royalty free
license in the Licensed  Technical  Information,  the Licensed  Software and the
Licensed  Copyrights to make,  have made, use, sell,  offer to sell,  import and
maintain the Licensed Product within the Field of Use.

     C.  Notwithstanding the licenses granted above,  SKYCROSS retains the right
to make, have made, use, sell,  improve and maintain the Licensed  Product using
the Licensed Technical  Information and the Licensed  Copyrights and to practice
inventions covered by product or process claims of the Licensed Patents.

     D. SKYCROSS retains ownership of the Licensed Patents,  Licensed  Technical
Information,  and Licensed  Copyrights,  and all rights not expressly granted to
LICENSEE under this Agreement are hereby expressly reserved to SKYCROSS.

                                   ARTICLE III
                                   LICENSE FEE

     A. The license  fee to be paid by Licensee to SkyCross  shall be the sum of
$950,000 (nine hundred fifty thousand US dollars).  The license fee will be paid
with shares of the common stock, $.01 par value, of the Licensee,  the number of
shares to be set forth in Appendix C hereto and to be issued to SkyCross as soon
as  practicable  and  registered  all in accordance  with the provisions of such
Appendix C. Not later than 10 (ten) business days after the receipt of

                                       2
<PAGE>

the  initial  amount of  shares of common  stock,  which  amount is  subject  to
adjustment  as set  forth in  Appendix  C hereto,  SkyCross  shall  furnish  all
Licensed Technical Information.

                                   ARTICLE IV
                                     MARKING

     LICENSEE agrees to affix to each device  incorporating the Licensed Product
a legible notice reading "Patent Pending" and/or "Patent Issued".  SKYCROSS will
advise  LICENSEE of the issuance of a patent having claims covering the Licensed
Product. LICENSEE will then modify the accompanying documentation to include the
issued patent number.

                                    ARTICLE V
                            DURATION AND TERMINATION

     A.  The  term  of  this  Agreement  shall  be  perpetual  unless  otherwise
terminated as hereinafter set forth:

          (1) If  LICENSEE  shall at any time  default in  rendering  any of the
statements  required  hereunder,  or  in  the  payment  of  any  monies  payable
hereunder,  and such  default  is not  cured  within  fifteen  (15)  days  after
receiving  written notice  thereof from  SKYCROSS,  then SKYCROSS shall have the
right to terminate  this  Agreement by giving  written  notice of termination to
LICENSEE;  this Agreement  thereby being terminated  fifteen (15) days after the
notice of  termination  is mailed to LICENSEE.  LICENSEE shall have the right to
cure any such  default  up to,  by not  after,  the  giving  of such  notice  of
termination.

          (2)  SKYCROSS  shall have the right to  terminate  this  Agreement  by
giving  written notice of termination to LICENSEE in the event of any one of the
following, such termination being effective upon receipt of such notice, or five
(5) days after such notice is mailed, whichever is earlier:

          (a)  Liquidation of LICENSEE;

          (b)  Insolvency  or  bankruptcy  of  LICENSEE,  whether  voluntary  or
     involuntary;

          (c)  Inability of LICENSEE to meet its obligations hereunder;

          (d)  Failure of LICENSEE to satisfy any judgment against it;

          (e)  Appointment of a trustee or receiver for LICENSEE;

          (f)  Any assignment by LICENSEE for the benefit of creditors.

                                       3
<PAGE>

          (3) The waiver of any default under this  Agreement by SKYCROSS  shall
not  constitute  a waiver  of the  right to  terminate  this  Agreement  for any
subsequent or like default.  Any exercise of the right of termination  shall not
have the effect of waiving  any damages to which  SKYCROSS  might  otherwise  be
entitled.

     B. Upon  termination of this Agreement,  all rights granted and obligations
undertaken  hereunder  shall  terminate  forthwith,  except  that  each  party's
obligations  to protect  proprietary  information as set forth in Article VI and
LICENSEE'S  obligation  to pay  license fee under  Article  III shall  continue.
Further,  LICENSEE  shall be permitted to sell any Licensed  Products on hand at
the time of termination.

     C. In the event that  SKYCROSS  terminates  this  Agreement  for a material
breach by LICENSEE, then upon termination, LICENSEE shall immediately:

          (1) Cease  use of all  Licensed  Technical  Information  and  Licensed
Software  licensed under this  Agreement,  return all documents  containing such
information,  and  continue  to treat all such  information  as  proprietary  in
accordance with Article VI below; and

          (2) Cease  practicing any inventions  covered by Licensed  Patents and
the use of information protected by Licensed Copyrights.

     D.  Provided  that  Licensee has paid all monies due under this  agreement,
Licensee may terminate this agreement with 6 months written notice.

     E. If a party  materially  breaches  this  agreement,  the other  party may
terminate this agreement 30 days after providing  written notice.  The breaching
party is permitted to cure during this 30 day period.

     F. In the  event  Skycross  seeks,  or is  involuntarily  placed  under the
protection  of the  bankruptcy  law,  Title  XI,  US Code,  and the  trustee  in
bankruptcy rejects this Agreement,  Licensee hereby elects,  pursuant to Section
365(n),  to retain all rights  granted to it under this  Agreement to the extent
permitted by law.

                                   ARTICLE VI
                             PROPRIETARY INFORMATION

     A. LICENSEE acknowledges that SKYCROSS has spent and will continue to spend
considerable  time and money developing the Licensed  Technical  Information and
the Licensed Patents, and has valuable property rights therein.

     B.  LICENSEE  agrees to disclose the  Proprietary  Information  only to its
employees  having a need to know and to third  party  consultants  who  agree to
receive the Proprietary  Information on a proprietary basis.  Further,  LICENSEE
agrees to take  reasonable  measures to maintain the  proprietary  nature of the
Proprietary Information in the same manner and to the

                                       4
<PAGE>

same extent as it protects its own like Proprietary  Information.  All copies of
the  Proprietary  Information  shall bear the same  proprietary  markings as the
original.

     C.  Information  provided to LICENSEE  shall not be considered  Proprietary
Information if it:

          (1) Is proved  by  LICENSEE  to have  been  known to it at the time of
receipt; or

          (2) Is published or becomes  generally  known in the trade  through no
wrongful act of LICENSEE; or

          (3) Is received from a third party without  similar  restrictions  and
without breach of this license; or

          (4) Is  approved  for  release  into  the  public  domain  by  written
authorization of SKYCROSS; or

          (5) Is not clearly marked or designated by SKYCROSS as confidential or
proprietary; or

          (6) Is  independently  developed  by  LICENSEE  without  resort to the
Proprietary Information.

     D. Information  shall not be considered in the public domain merely because
certain  portions  thereof  are  embraced by general  discussions  in the public
domain.

     E. All Proprietary  Information  shall remain the property of SKYCROSS.  In
the event of the  termination of this  agreement,  all  proprietary  information
shall be returned,  together with all copies  thereof,  upon written  request of
SKYCROSS.

                                   ARTICLE VII
                           DISCLAIMERS AND WARRANTIES

     A.  SKYCROSS  warrants that it is sole owner of, and has a right to grant a
license for, the Licensed Technical  Information,  Licensed Patents and Licensed
Copyrights to LICENSEE and has the right and power to enter into this Agreement.

     B. SKYCROSS warrants that the Licensed  Technical  Information and Licensed
Copyrights  include all the information used by SKYCROSS to manufacture and test
the Licensed Product.  SKYCROSS does not make any  representations or warranties
as to the validity or scope of the Licensed Patent.

     C. SKYCROSS makes no express warranty and no warranty shall be implied with
respect to any Licensed  Technical  Information and Licensed  Copyrights,  other
than the exercise of reasonable  care in its  preparation  and  transfer.  It is
agreed that SKYCROSS shall not be liable,

                                       5
<PAGE>

whether in contract  or tort  (including  negligence  and strict  liability)  or
otherwise in any way responsible for:

          (1) The adequacy of the Licensed  Technical  Information  and Licensed
Copyrights furnished or disclosed by SKYCROSS;

          (2)  Performance  of  the  Licensed  Product  manufactured  by or  for
LICENSEE on the basis of Licensed Technical Information and Licensed Copyrights;

          (3) Claims that the Licensed Products  manufactured by or for LICENSEE
constitute infringement of any intellectual property rights of another; and

          (4) Any  damages  incurred by  LICENSEE  or damages  asserted  against
LICENSEE arising out of the manufacture, use or sale of the Licensed Product.

          (5) The quality or performance of Licensed Products manufactured by or
on behalf of LICENSEE.

     D. THE  LICENSED  TECHNICAL  INFORMATION  IS PROVIDED  TO LICENSEE  "AS IS"
WITHOUT WARRANTY OR CONDITION,  EXPRESS,  IMPLIED,  OR STATUTORY,  INCLUDING ANY
WARRANTY OF DESIGN,  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR PURPOSE OR ANY
WARRANTY  ARISING  FROM A COURSE OF DEALING OR USAGE IN THE TRADE.  FURTHER,  NO
WARRANTY OF  NON-INFRINGEMENT  IS PROVIDED.  SKYCROSS  DOES NOT WARRANT THAT THE
LICENSED TECHNICAL  INFORMATION OR THE PRODUCT WILL MEET LICENSEE'S OR ANY THIRD
PARTY'S REQUIREMENTS OR EXPECTATIONS.

     E.  SKYCROSS  shall  have no  obligation  to  continue  prosecution  of any
Licensed Patent application.

                                  ARTICLE VIII
                                     NOTICES

     A. All  notices,  requests or demands  given to or made upon  either  party
shall be in writing and shall be mailed  properly  addressed,  postage  prepaid,
registered  or  certified,  or delivered  to either  party by hand,  or by other
receipted  delivery,  with  all  expenses  of  delivery  being  prepaid,  at its
respective address set forth in the Agreement.  If mailed,  such notice shall be
deemed  received by the close of business on the date shown on the  certified or
registered  mail  receipt,  or whenever it is actually  received,  whichever  is
sooner.

     B. The primary,  but non-exclusive  points of contact for receiving notices
and other documentation related to this Agreement are:

                                       6
<PAGE>

          To LICENSEE    at     8493 Baymeadows Way
                                Jacksonville, FL  32256
                         Attn:  Jeff Parker

          To SKYCROSS    at     300-A North Drive
                                Melbourne, Florida 32934
                                Attn:  Andy Mellon, Controller

Either  party may change  its point of  contact  by written  notice to the other
party.

                                   ARTICLE IX
                                 DUTY TO EXPLOIT

     SKYCROSS  and  LICENSEE  agree  that it is in the  best  interests  of both
parties to  commercialize  the Licensed Product to the greatest extent possible.
Licensee  shall use its  commercially  reasonable  efforts to solicit orders for
sales of Licensee products containing the Licensed Products.

                                    ARTICLE X
                                    PUBLICITY

     The parties  shall agree to the  issuance  of a mutually  acceptable  press
release at a mutually agreed upon future date. Any article or publication beyond
the initial  press  release  shall be reviewed and  approved by the  non-issuing
party.

                                   ARTICLE XI
                                   TRADEMARKS

     Except as set forth herein, neither party is licensed to use the common law
trademarks or registered trademarks of the other party hereto.

                                   ARTICLE XII
                      INDEMNITY AND LIMITATION OF LIABILITY

     A. SKYCROSS will defend,  at its expense,  any action brought in the United
States against  LICENSEE to the extent that such action is based on a claim that
permitted  use of the Licensed  Technical  Information  within the scope of this
Agreement  results in the  infringement of any United States patent or copyright
or a misappropriation of any trade secret.  SKYCROSS will indemnify Licensee for
all costs,  damages  and fees  incurred by LICENSEE so long as SKYCROSS is given
prompt  notification  of the claim.  SKYCROSS  shall have the sole  authority to
defend,  compromise  or settle the claim.  LICENSEE  will provide all  available
information,  assistance,  and authority to enable  SKYCROSS to do so.  LICENSEE
shall have no authority to settle any claim on behalf of SKYCROSS.

                                       7
<PAGE>

     B. Should use of the Licensed Technical  Information become or in SKYCROSS'
opinion be likely to become,  the subject of a claim of infringement of a patent
or copyright or misappropriation of a trade secret, SKYCROSS may:

          (1)  Procure  for  LICENSEE,  at no cost to  LICENSEE,  the  right  to
continue use of the Licensed Technical Information; or

          (2) Replace or modify the Licensed Technical Information at no cost to
LICENSEE to make such Licensed Technical  Information  non-infringing,  provided
that the same function is performed by the replacement or modification; or

          (3) If the right to continue  use cannot be procured  and the Licensed
Technical Information cannot be replaced or modified,  terminate this License to
use  such  and  provide  LICENSEE  with  consideration,   the  details  of  such
consideration to be mutually agreed upon between SKYCROSS and LICENSEE.

                                  ARTICLE XIII
                 IMPROVEMENTS TO LICENSED TECHNICAL INFORMATION

     A. During the term of this  Agreement,  each party agrees to communicate to
the  other  any and all  technical  improvements  (whether  or not  patented  or
patentable) that relate to the design and/or manufacturing  methods or processes
pertaining  to the Licensed  Product.  Each party  hereby  grants to the other a
non-exclusive,  paid-up, royalty-free (notwithstanding the provisions of Article
III)  license to use and sell  Licensed  Product  incorporating  such  technical
improvements and to practice and process,  method, or procedure  embodied within
such technical improvements.

     B.  Each  party  hereby  grants  to the  other  a  non-exclusive,  paid-up,
royalty-free  license under any United  States and foreign  patents owned by the
granting  party  for  the  lives  thereof,  that  arise  out  of  the  technical
improvements as described  above,  to make, have made, use, sell,  offer to sell
and import the Licensed Product.

                                   ARTICLE XIV
                                  FORCE MAJEURE

     No failure or omission by the parties  hereto,  in the  performance  of any
obligation of this  Agreement,  with the exception of the payment of the license
fee, shall be deemed a breach of this Agreement, nor create any liability if the
same shall arise from any cause or causes beyond the  reasonable  control of the
parties,  including but not limited to the following:  Acts of God, fire, storm,
flood, earthquake, acts of the public enemy, war, rebellion, insurrection, riot,
invasion,  strikes  and  lock-outs.  In any  event,  the party  claiming  excuse
hereunder shall provide  reasonable notice to the other party of any such event,
with such notice to be given within thirty (30) days

                                       8
<PAGE>

from the time the claiming party becomes aware of such an event. Upon occurrence
of such an event, the time for such party's  performance  shall be extended by a
period of time reasonably necessary to overcome the effects of the delay.

                                   ARTICLE XV
                              TECHNICAL ASSISTANCE

     A.  Effective  upon  execution of this Agreement and continuing for two (2)
years thereafter, SKYCROSS will provide LICENSEE with forty (40) person-hours of
technical  assistance related to the use of the Licensed  Technical  Information
and the Licensed Patents for making, having made, using, selling and maintaining
the  Licensed  Product.  These  consulting  services  will  be  provided  on  an
as-available basis and with prior reasonable notice to SKYCROSS, at no charge to
LICENSEE.  The form and location of such support  shall be as  determined by the
parties.  After expiration of these consulting  services,  SKYCROSS will provide
additional  consulting  services on a time and material,  as available basis, at
the rate of $105.00 per person-hour.

     B.  SKYCROSS  agrees  to  provide  reasonable  assistance  to  LICENSEE  in
marketing and selling Licensed Products.  Such assistance may include attendance
at trade shows,  demonstrating  the Licensed Product and responding to telephone
and Internet inquiries regarding the Licensed Product.

     C.  LICENSEE  agrees to assume all financial  and service  obligations  for
Licensed Products manufactured and/or sold by it.

                                   ARTICLE XVI
                               DISPUTE RESOLUTION

     A. If a dispute arises out of or relates to this  Agreement,  or the breach
thereof,  the parties agree to submit the dispute to a sole mediator selected by
the parties or, if the  parties  are unable to agree to the sole  mediator,  the
parties agree to submit the dispute to mediation under the rules of the American
Arbitration  Association  (AAA). If not thus resolved and if both parties agree,
the dispute will be referred to a sole arbitrator selected by the parties within
ninety (90) days after the  conclusion of  mediation,  or in the absence of such
selection,  to AAA  arbitration  which shall be  governed  by the United  States
Arbitration Act.

     B.  Any  resolution  reached  through  mediation  or award  arising  out of
arbitration  (i) shall be  limited  to a  holding  for or  against a party,  and
affording such monetary remedy as is deemed equitable, just and within the scope
of this  Agreement;  (ii) may not  include  special  consequential  or  punitive
damages;  (iii) may in appropriate  circumstances include injunctive relief; and
(iv) may be entered in court in accordance  with the United  States  Arbitration
Act.

     C.  Arbitration  shall not be  deemed a waiver of any right of  termination
under this  Agreement  and the  arbitrator  is not  empowered to act or make any
award other than based solely

                                       9
<PAGE>

on the  rights  and  obligations  of the  parties  prior to and  including  such
termination.

     D. The arbitrator may not limit,  expand,  or otherwise modify the terms of
this Agreement.

     E. Each  party  shall  bear its own  expenses  incurred  in any  mediation,
arbitration, or litigation, but any expenses related to the compensation and the
costs of any mediator or arbitrator shall be borne equally by the parties.

     F. A  request  by a party to a court  for  interim  measures  necessary  to
preserve a party's rights and remedies for  resolution  pursuant to this Section
shall not be deemed a waiver of the  obligation  to  mediate;  or  agreement  to
arbitrate.

     G. The parties, their representatives, other participants, and the mediator
or  arbitrator  shall hold the  existence,  content and result of  mediation  or
arbitration in confidence.

                                  ARTICLE XVII
                                     DAMAGES

     Neither  party  shall be liable,  whether in  contract  or tort  (including
negligence and strict liability) or otherwise liable for any special,  indirect,
incidental, or consequential damages whatsoever.

                                  ARTICLE XVIII
                              COMPLIANCE WITH LAWS

     A. Any payment that  requires  governmental  approval or  permission  under
foreign exchange control laws or other laws, if any, shall be made in accordance
with such laws.

     B.   LICENSEE   agrees  to  comply  with  all   provisions  of  the  Export
Administration  Regulations of the United States  Department of Commerce as they
currently exist or as they may be amended from time to time.

                                   ARTICLE XIX
                            MISCELLANEOUS PROVISIONS

     A. If any provisions,  or portions  thereof,  of this Agreement are invalid
under any  applicable  statute or rule of law, that  provision  notwithstanding,
this Agreement shall remain in full force and effect.  Such provisions  shall be
deemed omitted.

     B. This  Agreement  constitutes  and  expresses  the entire  agreement  and
understanding  between the parties and supercedes  all previous  communications,
representations  or  agreements,  whether  written or oral,  with respect to the
subject matter hereof.

                                       10
<PAGE>

     C. This  Agreement may not be modified,  amended,  rescinded,  cancelled or
waived  in whole or in part,  except  by a  written  instrument  signed  by both
parties.

     D. This  Agreement is made under and shall be governed by and  construed in
accordance with the laws of the State of Florida.

     E. The parties shall at all times be independent  contractors  and shall so
represent themselves to all third parties. Neither party shall have the right to
bind the other, nor represent the relationship as agent,  legal  representative,
or joint venture.

     F. All  covenants,  stipulations  and promises in this  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors,  assigns and legal representatives.  Except with the written consent
of the other  party,  neither  party shall have the right to assign or otherwise
transfer its rights or obligations under this Agreement.

     IN WITNESS WHEREOF,  the respective duly authorized  representatives of the
parties  have  caused this  Agreement  to be executed as of the date first above
written.


SKYCROSS, INC.                          NAME OF LICENSEE


By: _____________________________       By: ________________________________
    Name:  Christopher Morton           Name:  David Sorrells
    Title: Chief Executive Officer      Title: Co-Founder and CTO

Date: ___________________________       Date: ______________________________

                                       11
<PAGE>

                                   APPENDIX A
            LIST OF PATENTED / PATENT PENDING ANTENNA CONFIGURATIONS
               TO BE SUPPORTED WITH LICENSED TECHNICAL INFORMATION

1.   All   manifestations   of  antenna   configurations   described  in  Patent
     Application  #10/645,862,  "Apparatus  and Method for  Forming a  Monolthic
     Surface Mountable Antenna".

2.   All   manifestations   of  antenna   configurations   described  in  Patent
     Application    #10/313,971,    "Multiple   Antenna   Diversity   for   WLAN
     Applications".

3.   All   manifestations   of  antenna   configurations   described  in  Patent
     Application #10/453,841, titled "Wideband Printed Monopole Antenna".

4.   All   manifestations   of  antenna   configurations   described  in  Patent
     Application  #60/447,244,  titled "Monolithic Low Profile  Omni-directional
     Surface Mount Antenna".

                                       12
<PAGE>

                                   APPENDIX B
                                LICENSED PATENTS

Non-provisional  Patent Application  entitled Apparatus and Method for Forming a
Monolthic  Surface  Mountable  Antenna,  filed on Aug.  21,  2003  and  assigned
application number 10/645,862.

Non-Provisional  Patent Application  entitled PCB Fabrication  Realizaton of the
Printed  Monopole  Antenna  Incorporating  Diversity,  filed on June 4, 2003 and
assigned application number 10/453,841.

Non-Provisional  Patent Application entitled Multiple Antenna Diversity for WLAN
Applications, filed on Dec. 6, 2002 and assigned application number 10/313,971.

Provisional Patent Application entitled Monolithic Low Profile  Omni-directional
Surface Mount Antenna,  filed on Feb. 13, 2003 and assigned  application  number
60/447,244.

                                       13
<PAGE>

                                   APPENDIX C
                                   ----------

                    REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
                    -----------------------------------------

     This Registration Rights Agreement and Lock-up ("Agreement") is executed by
ParkerVision,  Inc., a Florida  corporation,  with an office at 8493  Baymeadows
Way,  Jacksonville,  Florida 32256 (hereinafter referred to as the "ISSUER") and
SkyCross,  Inc.,  a Florida  corporation,  with an office at the  address on the
signature  page  hereof  (hereinafter   referred  to  as  the  ("PURCHASER")  in
connection with PURCHASER'S acquisition of 138,158 shares ("Shares"), subject to
adjustment as herein provided,  of common stock $.01 par value ("Common Stock"),
which  Shares are being  issued in  reliance  upon the  exemption  contained  in
Section 4(2) of the Securities Act of 1933, as amended ("Securities Act").

     Each of the parties hereto represents and warrants to, and agrees with, the
other as follows:

1.   REPRESENTATIONS AND OTHER AGREEMENTS.

     (a)  PURCHASER REPRESENTATIONS. PURCHASER represents and warrants to ISSUER
          as follows:

          (i) PURCHASER is a corporation duly organized, validly existing and in
          good  standing  under the laws of the State of Florida.  The PURCHASER
          has all necessary  corporate  power and  corporate  authority to make,
          execute,  deliver and perform this  agreement,  and this agreement and
          the  transactions  contemplated  hereby have been duly  authorized and
          approved  by all  required  corporate  action  of the  PURCHASER.  The
          PURCHASER  is not subject to any  charter,  by-laws,  mortgage,  lien,
          lease, agreement,  instrument, order, law, rule, regulation,  judgment
          or decree,  or any other  restriction of any kind or character,  which
          would prevent  consummation of the  transactions  contemplated by this
          agreement.

          (ii)  PURCHASER  is  purchasing  the  Shares for its own  account  for
          investment purposes and not with a view toward distribution, except in
          compliance with federal and state securities laws.

          (iii) PURCHASER  understands  that the Shares have not been registered
          under the  Securities  Act and that such  securities  are  "restricted
          securities"  as defined in Rule 144  promulgated  under the Securities
          Act. PURCHASER further understands that the Shares may not be offered,
          resold,  pledged or otherwise transferred by such PURCHASER except: A)
          (1)  pursuant  to  an  effective   registration  statement  under  the
          Securities  Act, or (2)  pursuant to an available  exemption  from the
          registration  requirements of the Securities Act; and B) in accordance
          with all applicable securities laws of the states of the United States
          and other jurisdictions;

<PAGE>

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

          (v)  PURCHASER  understands  that the  Shares  are being sold to it in
          reliance on specific exemptions from the registration  requirements of
          federal and state  securities laws and that the ISSUER is relying upon
          the truth and accuracy of the representations, warranties, agreements,
          acknowledgments and understandings of PURCHASER set forth herein;

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

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

     (b)  CURRENT PUBLIC INFORMATION.  PURCHASER acknowledges that PURCHASER has
          available to it copies of the ISSUER's  Annual Report on Form 10-K for
          the year ended December 31, 2002 and Forms 10-Q for the quarters ended
          March 31, 2003,  and June 30, 2003 and Proxy  Statement for the Annual
          Meeting  held June 26,  2003,  all as filed  with the  Securities  and
          Exchange Commission (the "SEC").  PURCHASER further  acknowledges that
          PURCHASER  has read and  understands  the Risk  Factors  set  forth in
          ISSUER's  Form 10-K for the year ended  December 31,  2002,  and Forms
          10-Q for the quarters ended March 31, 2003 and June 30, 2003.

     (c)  INDEPENDENT  INVESTIGATION;  ACCESS.  PURCHASER  acknowledges that, in
          making its  decision  to  purchase  the  Shares,  it has relied on the
          publicly  available  information about the ISSUER and upon independent
          investigations made by it and its  representatives,  if any. PURCHASER
          has had the  opportunity  to ask questions  and received  satisfactory
          answers about the business of the ISSUER.

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

     (e)  ISSUER REPRESENTATIONS. ISSUER represents and warrants to PURCHASER as
          follows:

          (i) AUTHORITY.  The ISSUER is a corporation  duly  organized,  validly
          existing and in good  standing  under the laws of the Sate of Florida.
          The ISSUER has all necessary  corporate power and corporate  authority
          to  make,  execute,  deliver  and  perform  this  agreement,  and this
          agreement  and the  transactions  contemplated  hereby  have been duly
          authorized  and  approved  by all  required  corporate  action  of the
          ISSUER. The ISSUER, is not subject to any charter,  by-law,  mortgage,
          lien,

                                       2
<PAGE>

          lease, agreement,  instrument, order, law, rule, regulation,  judgment
          or decree,  or any other  restriction of any kind or character,  which
          would prevent  consummation of the  transactions  contemplated by this
          agreement.

          (ii) VALIDITY. The Common Stock that has been issued or will be issued
          pursuant to this  agreement,  has been or will be duly  authorized and
          validly issued and is, or will be, fully paid and non-assessable.

     (f)  FULL  SATISFACTION.  It is agreed  that  acceptance  of the  shares of
          Common Stock being issued pursuant to the terms of this agreement (the
          initial 138,158 shares to be delivered promptly, but in no event later
          than September 30, 2003),  will be in full  satisfaction of the entire
          license fee of $950,000  as set forth in the License  Agreement  dated
          September 3, 2003, as amended, between the parties hereto and to which
          this Appendix C is a part ("License Agreement").  It is further agreed
          by the parties hereto, except as provided in the adjustments set forth
          in Section 4 hereof,  that if the value of the Shares  increases after
          the date of this  agreement,  the ISSUER  will not have any right of a
          credit to any other payment or amount due under the License  Agreement
          for the increase,  and if the value of the Shares  decreases after the
          date of this  agreement,  the  PURCHASER  will not  have any  right of
          further  payment  in cash or  shares  of Common  Stock in  respect  of
          license fee paid by the acceptance of the Shares.

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

3.   REGISTRATION RIGHT.

     (a)  REGISTRATION. The ISSUER shall file a registration statement under the
          Securities  Act  ("Registration  Statement")  with the  Securities and
          Exchange Commission registering the Shares for re-offer and re-sale as
          soon as  practicable,  but in no event later than  September 30, 2003,
          and use its commercially  reasonable  efforts to have the Registration
          Statement   declared   effective  as  soon  as   possible.   Once  the
          Registration  Statement is declared  effective,  the ISSUER shall keep
          the  Registration  Statement  effective  and  current  until  all  the
          securities  registered  thereunder  are sold or may be sold  freely by
          PURCHASER  in  any  90-day  period  without   registration   under  an
          appropriate exemption under the Securities Act.

     (b)  PUBLIC RESALE LIMITATION. After the Registration Statement is declared
          effective,  the  PURCHASER  agrees that on any one trading day it will
          sell no more than the  greater of (i) 2,500 of the Shares or (ii) that
          number of Shares equal to 5% of the  reported  average  daily  trading
          volume of the Common Stock on Nasdaq for the immediately preceding ten
          trading days, during the 90 calendar days after the

                                       3
<PAGE>

          effective date of the Registration  Statement,  and thereafter without
          any  restriction  as to time or amount,  unless the  PURCHASER and the
          ISSUER  mutually  agree to some other  number of Shares,  from time to
          time, which agreement shall be in writing.

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

     (d)  INDEMNIFICATION BY THE ISSUER. The ISSUER agrees to indemnify and hold
          harmless  PURCHASER,  its directors  and officers and each person,  if
          any, who controls  PURCHASER  within the meaning of the Securities Act
          and/or the  Securities  Exchange  Act of 1934,  as amended  ("Exchange
          Act"), against any losses,  claims,  damages or liabilities,  joint or
          several,  to which PURCHASER or such person may become subject,  under
          the Securities Act, Exchange Act or otherwise, insofar as such losses,
          claims,  damages or liabilities (or actions in respect  thereof) arise
          out of or are based upon (i) any untrue  statement  or alleged  untrue
          statement  of a  material  fact  contained  (A) in any  prospectus  or
          registration  statement  for  the  Shares  or  (B)  in  any  blue  sky
          application or other document executed by the ISSUER  specifically for
          blue  sky  purposes  or  based  upon  any  other  written  information
          furnished  by the  ISSUER  or on its  behalf  to any  state  or  other
          jurisdiction  in order to qualify  any or all of the Shares  under the
          securities laws thereof (any such application, document or information
          being hereinafter called a "Blue Sky Application"),  (ii) the omission
          or  alleged  omission  by the  ISSUER  to state in any  prospectus  or
          registration statement for the Shares or in any Blue Sky Application a
          material fact  required to be stated  therein or necessary to make the
          statements  therein,  in light of the  circumstances  under which they
          were made, not misleading,  and will reimburse PURCHASER and each such
          person  for  any  legal  or  other  expenses  reasonably  incurred  by
          PURCHASER or such person in connection with investigating or defending
          any such  loss,  claim,  damage,  liability  or  action,  or (iii) any
          violation  by  the  ISSUER  of the  Securities  Act  or  any  rule  or
          regulation promulgated thereunder,  or any blue sky law or other state
          securities  laws  law or rule or  regulation  promulgated  thereunder,
          relating to any action or inaction  by the ISSUER in  connection  with
          the issuance and registration of the Shares;  provided,  however, that
          the ISSUER  will not be liable in any such case to the extent that any
          such loss, claim, damage or liability

                                       4
<PAGE>

          arises out of or is based upon an untrue  statement or alleged  untrue
          statement or omission or alleged omission made in reliance upon and in
          conformity with information  regarding PURCHASER which is furnished in
          writing  to  the  ISSUER  by  PURCHASER  or  its  representatives  for
          inclusion  in any  registration  statement  for the Shares or any such
          Blue Sky Application ("Non-Indemnity Events").

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

     (f)  PROCEDURE.  Promptly after receipt by an indemnified  party under this
          Section  3  of  notice  of  the  commencement  of  any  action,   such
          indemnified  party will,  if a claim in respect  thereof is to be made
          against any indemnifying party under this Section 3, notify in writing
          the indemnifying party of the commencement  thereof;  and the omission
          so to notify the  indemnifying  party will  relieve  the  indemnifying
          party from any  liability  under this  Section 3 as to the  particular
          item for which  indemnification  is then being sought (if such failure
          materially  prejudices the indemnifying party), but not from any other
          liability which it may have to any indemnified party. In case any such
          action is brought  against any indemnified  party,  and it notifies an
          indemnifying party of the commencement thereof, the indemnifying party
          will be entitled to participate therein, and to the extent that it may
          wish, jointly with any other indemnifying  party,  similarly notified,
          to  assume  the  defense  thereof,  with  counsel  who shall be to the
          reasonable  satisfaction of such  indemnified  party, and after notice
          from the indemnifying  party to such indemnified party of its election
          so to assume the defense thereof,  the indemnifying  party will not be
          liable to such indemnified party under this Section 3 for any legal or
          other  expenses  subsequently  incurred by such  indemnified  party in
          connection  with the defense  thereof other than  reasonable  costs of
          investigation.  Any such indemnifying party shall not be liable to any
          such  indemnified  party on account of any  settlement of any claim or
          action effected without the consent of such indemnifying  party, which
          consent shall not be unreasonably withheld.

     (g)  CONTRIBUTION. If the indemnification provided for in this Section 3 is
          unavailable to any indemnified party in respect to any losses, claims,
          damages, liabilities or

                                       5
<PAGE>

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

     (h)  EQUITABLE  CONSIDERATIONS.  The ISSUER and the PURCHASER agree that it
          would  not be just and  equitable  if  contribution  pursuant  to this
          Section  3 were  determined  by pro rata  allocation  or by any  other
          method of  allocation  which does not take into account the  equitable
          considerations referred to in the immediately preceding paragraph.

     (i)  ATTORNEYS' FEES. The amount payable by a party under this Section 3 as
          a result of the  losses,  claims,  damages,  liabilities  or  expenses
          referred to above will be deemed to include any legal or other fees or
          expenses   reasonably  incurred  by  such  party  in  connection  with
          investigating  or defending  any action or claim  (including,  without
          limitation,   fees  and   disbursements  of  counsel  incurred  by  an
          indemnified party in any action or proceeding between the indemnifying
          party and indemnified  party or between the indemnified  party and any
          third party or otherwise).

     (j)  DOCUMENTS TO BE DELIVERED BY  PURCHASER.  PURCHASER  represents to the
          ISSUER  that it does not own any  shares of  Common  Stock or have the
          right to  acquire  any Common  Stock,  except as  provided  under this
          agreement,  that it has no contract or  arrangement  currently for the
          sale of the  Shares,  and that it has read and agrees that the plan of
          distribution  set forth in the form of  Registration  Statement is its
          proposed plan for the sale of the Shares.  PURCHASER  agrees to update
          any these representations promptly to the ISSUER. Within five business
          days,  PURCHASER shall furnish to the ISSUER, at ISSUER=S  request,  a
          completed and executed questionnaire provided by the ISSUER requesting
          information customarily sought of selling security holders.

     (k)  NO PURCHASES AND SALES. PURCHASER represents that it has not purchased
          or sold any  shares of Common  Stock  within  the 60 days prior to the
          date of the License Agreement,  and it will not purchase or short sell
          any shares of Common Stock while it holds any of the Shares or has the
          right to acquire any of the Shares.

                                       6
<PAGE>

4.   RECALCULATION AND ADDITIONAL SHARE AND PENALTY CALCULATION.

     (a)  Two days prior to the effectiveness of the Registration Statement, the
          ISSUER  will  determine  the number of shares of Common  Stock that is
          equal to $950,000  divided by the  average of the closing  prices of a
          share of Common  Stock  for the 10  trading  days  ending on the third
          business day before the proposed  effective  date of the  Registration
          Statement,  times  1.05.  If the number  determined  by the  preceding
          sentence is greater than the number of Shares previously issued to the
          PURCHASER,  then the  ISSUER  will issue  additional  shares of Common
          Stock  to the  PURCHASER  equal  to  such  difference  and  amend  the
          Registration  Statement  to include such  additional  shares of Common
          Stock, and such additional shares shall be considered "Shares" for the
          purposes  of this  agreement.  If the number  determined  by the first
          sentence of this  paragraph  is less than the number of Shares  issued
          hereunder to the  PURCHASER,  then the PURCHASER will surrender to the
          ISSUER that number of Shares equal to the difference for cancellation,
          and the ISSUER  will amend the  Registration  Statement  to reduce the
          number of Shares being registered and subject to this agreement.

     (b)  If  PURCHASER  sells  all the  Shares  prior to the 90th day after the
          effective  date of the  Registration  Statement,  and the net proceeds
          (being the sales price less customary  commissions,  selling costs and
          taxes)  from  those  sales of Shares  ("Net  Proceeds")  are less than
          $950,000,  then upon written  request  ("Request") by the PURCHASER to
          the ISSUER, which Request must be received by ISSUER no later than the
          95th day after the effective  date of the  Registration  Statement and
          include  supporting  documentation  of the Net  Proceeds  amount,  the
          ISSUER shall promptly issue that number of additional shares of Common
          Stock ("Additional  Shares") equal to $950,000 minus the Net Proceeds,
          divided  by the  average  of the  closing  prices of a share of Common
          Stock for the 10 trading days ending on the second business day before
          the date of the Request,  times 1.05.  Upon issuance of the Additional
          Shares,  the  ISSUER  will  file a new  registration  statement  ("New
          Registration  Statement") with the SEC no later than the twentieth day
          from  the  date of the  Request,  and use  its  reasonable  commercial
          efforts  to have the New  Registration  Statement  declared  effective
          sixty days after the date of filing of the New Registration Statement.
          Once the New Registration Statement is declared effective,  the ISSUER
          shall keep the New Registration  Statement effective and current until
          all  the  securities  registered  thereunder  are  sold or may be sold
          freely by PURCHASER in any 90-day period without registration under an
          appropriate   exemption   under  the   Securities   Act.  If  the  New
          Registration Statement is declared effective,  then the provisions set
          forth  in  Section  3(c)  through  3(k)  above  shall  apply  the  New
          Registration  Statement.  Notwithstanding the foregoing,  if ISSUER is
          obligated  to issued any  Additional  Shares  pursuant to this Section
          4(b),  it  may  either  file  and  have  declared  effective  the  New
          Registration  Statement,  include the  Additional  Shares on any other
          registration  statement where permitted,  issue the Additional  Shares
          under a shelf  registration  statement,  if  permitted,  or in lieu of
          issuing Additional Shares pay to the PURCHASER, the difference between
          the Net  Proceeds  and  $950,000  in cash rather than shares of Common
          Stock.

                                       7
<PAGE>

          If all the Shares are not sold by the PURCHASER  prior to December 31,
          2003,  because the volume  limitations  and terms set forth in Section
          3(b) made their sale impossible, and the ISSUER and the PURCHASER have
          not modified the volume  limitations  after the date of this agreement
          in such a way as would have  permitted the sale of the Shares prior to
          December 31, 2003,  then, the ISSUER will pay to the PURCHASER the sum
          of $50,000.

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

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

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

                                       8
<PAGE>

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

Dated this 19th day of the month of September, 2003.

SKYCROSS, INC..                         PARKERVISION, INC.



By: /s/ Christopher Morton              By: /s/ William A. Hightower
    ------------------------------          ----------------------------
Name:  Christopher Morton               Name: William A. Hightower
Title: Chief Executive Officer          Title: President

Notice Addresses:                       William A. Hightower, President
SkyCross, Inc.                          ParkerVision, Inc.
300-A North Drive                       8493 Baymeadows Way
Melbourne, Florida 32934                Jacksonville, Florida 32256
Facsimile: (321) 308-6599               Facsimile: (904) 731-7125

with a copy to                          with a copy to

Bradley D. Houser                       David Alan Miller, Esq.
Akerman Senterfitt                      Graubard Miller
One Southeast Third Avenue              600 Third Avenue
28th Floor                              New York, NY  10016
Miami, Florida  33131-1714              Facsimile: (212) 818-888
Facsimile: (305) 374-5095

                                       9
<PAGE>