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                  DEVELOPMENT AND FOUNDRY / RESALE AGREEMENT


This  Agreement   (hereinafter   "Agreement")  is  made  in  duplicate  original
counterparts and effective as of March 8, 2001 ("Effective Date") by and between
TEXAS  INSTRUMENTS  INCORPORATED,  a  corporation  duly  organized  and  validly
existing  under the laws of the State of  Delaware,  acting by and  through  its
Semiconductor  Group with a principal  place of business at 12500 TI  Boulevard,
Dallas, Texas 75243 (hereinafter "TI") and PARKERVISION INC., a corporation duly
organized and validly  existing  under the laws of the State of Florida,  with a
principal place of business at 8493 Baymeadows Way, Jacksonville,  Florida 32256
(hereinafter  "ParkerVision")  and TI and/or  ParkerVision  may be  referred  to
herein  individually as a "Party" or collectively as the "Parties",  as the case
may require.

WHEREAS,  ParkerVision is engaged in the design and development of RF integrated
circuits  using a direct  conversion  technology  known  within the  industry as
"D2DTM (Direct to Data)  technology"  and expects to introduce  first samples of
its first RF  integrated  circuit using D2D  technology  during the fourth (4th)
quarter of 2000.

WHEREAS,  TI is engaged in the design,  development  and  manufacture of digital
baseband integrated circuits and RF integrated circuits.

WHEREAS,  both Parties wish to develop seamless  interfaces between TI's digital
baseband  integrated circuits and ParkerVision's D2D RF integrated circuits such
that the Parties'  components  can be promoted as part of reference  designs for
wireless applications.

WHEREAS,  ParkerVision  wishes to buy RF  integrated  circuits from TI acting as
ParkerVision's foundry for RF integrated circuits.

WHEREAS, TI is willing for some time period to act as ParkerVision's foundry and
to treat ParkerVision as a valued foundry customer, and to support ParkerVisions
requirements of RF integrated circuits as part of TI's foundry service program.

NOW THEREFORE, the Parties have entered into the following agreement:


1.    DEFINITIONS:

For the purposes of this Agreement,  the following underlined terms, in addition
to the terms  elsewhere  defined in this  Agreement,  will have the meanings set
forth below.

1.1.  "ACQUIRING  PARTY" means a third party who acquires  ParkerVision upon the
      effective date of a Change of Control.

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1.2.  "AFFILIATE" shall mean, with respect to a specified entity, another person
      or entity that, directly or indirectly, controls or is controlled by or is
      under the common control with the entity specified, and the term "control"
      means the  possession,  directly or indirectly,  of the power to direct or
      cause the  direction of the  management or policies of a person or entity,
      through the ability to exercise voting power, by contract or otherwise.

1.3.  "CHANGE OF CONTROL"  shall mean a change of control in the  ownership of a
      Party, as further defined in Section [16.5] of this Agreement.

1.4.  "COMMERCIALLY  REASONABLE EFFORTS" shall mean all commercially  reasonable
      efforts a reasonable  business  person would use in the  performance  of a
      specified  obligation  taking into  account the cost  associated  with the
      performance of any such obligation,  and the profit or loss to be expected
      as a result of its performance,  and all other  commercial,  technical and
      operational  factors to be taken into  account  by a  reasonable  business
      person.  For the  avoidance of any  misunderstanding,  the Parties  hereby
      expressly agree that the obligation to use Commercially Reasonable Efforts
      does not encompass an obligation to breach an obligation to a third party.

1.5.  "COLLABORATIVE  CHIPSET"  means a chipset  comprising  of a  Collaborative
      Product and a Collaborative TI Digital Baseband Processor  designated in a
      Statement  of Work,  for which the Parties  have  developed  an  Interface
      pursuant to and as specified in that same Statement of Work.

1.6.  "COLLABORATIVE  PRODUCT" means a Product  developed by  ParkerVision  that
      includes  or  operates  with  an  Interface,  and  also  operates  with  a
      Collaborative  TI Digital  Baseband  Processor,  and which is a designated
      component  of a  Collaborative  Chipset  pursuant to and as specified in a
      Statement of Work.

1.7.  "COLLABORATIVE TI DIGITAL BASEBAND  PROCESSOR" means a TI Digital Baseband
      Processor developed by TI that includes or operates with an Interface, and
      also  operates  with a  Collaborative  Product,  and which is a designated
      component  of a  Collaborative  Chipset  pursuant to and as specified in a
      Statement of Work.

1.8.  "COMPETITOR FOUNDRY" means a foundry other than TI.

1.9.  "D2D  SUB-PART"  is  one  of a  D2D  receiver,  a D2D  transmitter,  a D2D
      transceiver or a D2D  transmitter/receiver  pair implemented in integrated
      circuit form and designed by ParkerVision.

1.10. "DELIVERABLE"  shall mean the items to be delivered by either party to the
      other party in accordance with a Statement of Work or the Foundry Business
      Plan.

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1.11. "DESIGN WIN" means a written  statement from a ParkerVision  customer that
      such  customer  intends  to  design  a  system  using  ParkerVision's  D2D
      technology.

1.12. "ESTIMATED  SHIP DATE"  shall mean the date TI  approximates  that it will
      ship a Product to ParkerVision.

1.13. "  FOUNDRY  PERIOD"  shall  mean  the  period  during  which  TI  acts  as
      ParkerVision's foundry.

1.14. "FOUNDRY  BUSINESS  PLAN" means a unique  document to be  generated by the
      Management Team in accordance with Section [7] below.

1.15. "INDEPENDENT  TECHNOLOGY" shall mean either Party's technical information,
      including,   but  not  limited  to,  all   schematics,   layouts,   plans,
      architectures,  mathematical models, data, formulae, algorithms,  methods,
      guidelines,  practices,  prototypes, tests, cell libraries,  semiconductor
      topographies,  reports  as  well  as all  tools,  software,  firmware  and
      hardware,   and  all  Intellectual   Property  Rights  relating   thereto,
      developed,  owned,  or  possessed  either  (1) by a  Party  prior  to this
      Agreement;  or (2) at any time by a Party  outside of a Project  hereunder
      without the use of the other Party's Confidential Information.

1.16. "INTELLECTUAL  PROPERTY RIGHTS" shall mean all world-wide patents,  patent
      applications,   utility   models   issued  or  pending,   registered   and
      unregistered design rights,  copyrights  (including copyrights on software
      in any form and moral  rights),  trade secrets and  proprietary  know-how,
      mask works and other similar statutory intellectual property or industrial
      rights related thereto, as well as applications for any such rights.

1.17. "INTERFACE"  shall mean the gates,  modules and input/output and all other
      semiconductor  technology,  whether in the form of  hardware,  firmware or
      software,  which is designed  pursuant to a Statement of Work to enable or
      optimize  the  exchange  of data  between a  Collaborative  Product  and a
      Collaborative  TI Digital Baseband  Processor in a Collaborative  Chipset.
      Subject to Section  5.3, an  Interface  may include a Party's  Independent
      Technology.

1.18. "LIFE-TIME BUY PURCHASE  ORDERS" shall mean purchase  orders  submitted by
      ParkerVision for a Product after notice that TI intends to discontinue the
      manufacture of a Product, subject to Section 12.

1.19. "MANAGEMENT TEAM" shall mean a team consisting of two  representatives  of
      each Party whose charter is set forth in Sections [2.2 and 2.3] below.

1.20. "PARKERVISION  TRADEMARKS"  means the  trademarks  itemized  in  Exhibit E
      attached hereto and any other Trademarks which ParkerVision  elects to add
      to Exhibit E with TI's consent, which shall not be unreasonably withheld.

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1.21. "POINT OF NO RETURN"  means a milestone  set forth in a Statement  of Work
      beyond  which  neither  party  shall  be  entitled  to  terminate  for its
      convenience the development contemplated in the Statement of Work.

1.22. "PRODUCT" means a packaged or an unpackaged electrical and mechanical die,
      designed  by  ParkerVision  and  capable  of being  manufactured  using TI
      Manufacturing  Technology.  A Product  includes one or more D2D Sub-Parts.
      Until  such  time  when  the  Management  Team  makes  the   determination
      contemplated  in  Section  [6.2.2]  below,  the term  "Product"  shall not
      include Gallium Arsenide RF Integrated  Circuits or other Gallium Arsenide
      goods.

1.23. "PRODUCT DESIGN  DATABASE" shall mean a computer  readable file describing
      the  pattern,   placement,   and   interconnection  of  the  semiconductor
      components  (including,  but  not  limited  to:  transistors,   resistors,
      capacitators,  I/O pads, and components  that  interconnect  semiconductor
      components) within a Product.

1.24. "PRODUCT   SPECIFICATION"  shall  mean  the  visual  inspection  criteria,
      electrical test and electrical  parameters and other performance  criteria
      mutually agreed upon between TI and ParkerVision for a particular Finished
      Product.

1.25. "PROJECT" shall mean the Parties' development work pursuant to a Statement
      of Work hereunder.

1.26. "PROJECT IP" shall mean software, firmware,  hardware,  Interfaces and all
      other technical information,  including,  without limitations,  inventions
      and technical or commercial know-how, conceived and reduced to practice in
      the course of a Project hereunder,  and all intellectual property relating
      thereto.  For the avoidance of any misunderstanding it is expressly agreed
      that the term "Project IP" shall not include  either  Party's  Independent
      Technology,  whether knowingly or inadvertently  incorporated into Project
      IP.

1.27. "QUOTED  LEAD-TIME" shall mean the approximate  length of time TI requires
      from  the  date  a  purchase  order  for  Product  is  submitted  to TI by
      ParkerVision  until  such time TI can ship the  Product  pursuant  to such
      purchase order.  Both Parties  understand and agree that Quoted  Lead-Time
      may vary during the term of this  Agreement  as a result of the  aggregate
      demand  placed  upon TI from all of TI's  customers  when  compared to the
      aggregate manufacturing supply capability available to TI.

1.28. "REFERENCE  DESIGN"  means any  recommendation  by either Party to use its
      semiconductor  integrated  circuits in connection  with one or more of the
      other Party's semiconductor  integrated circuits;  such recommendation can
      be in  the  form  of  schematics,  a  list  of  components  or  any  other
      publication  in  which  a  Party  endorses  the  use  of its  products  in
      conjunction with the other Party's products or technology.


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1.29. "REQUESTED  DELIVERY  DATE"  shall  mean the  requested  arrival  date for
      Products ordered by ParkerVision.

1.30. "RESTRICTED FIELDS" mean:

      (1) WLAN  Infrastructure  Devices and WLAN Client  Devices  compliant with
      WLAN,  that  support  only  one  or  more  WLAN  operations   (single-mode
      capability);
      (2) WLAN  Infrastructure  Devices,  compliant with WLAN, that support only
      dual-mode  operation of one or more WLAN  operations  with one or more WAN
      operations (dual-mode capability), compliant with WAN;
      (3) WLAN  Infrastructure  Devices and WLAN Client Devices,  compliant with
      WLAN, that support only dual-mode operation of one or more WLAN operations
      with one or more Bluetooth operations  (dual-mode  capability),  compliant
      with Bluetooth; and/or
      (4) WLAN  Infrastructure  Devices,  compliant with WLAN, that support only
      tri-mode  operation  of one or more WLAN  operations  with one or more WAN
      operations with one or more Bluetooth  operations  (tri-mode  capability),
      compliant with WAN and Bluetooth.

1.31. "RF INTEGRATED CIRCUITS" OR "RF FRONT ENDS" shall mean integrated circuits
      capable of receiving,  transmitting,  modulating,  and/or converting radio
      frequency  signals and which,  individually or  collectively,  perform the
      functionality of a radio within a wireless application.

1.32. "STATEMENT  OF WORK" OR "SOW" shall mean a written  agreement  executed by
      and between the Parties  hereunder  contemplating a collaborative or joint
      development of an Interface for a Collaborative Chipset.

1.33. " TI DIGITAL BASEBAND PROCESSOR" means a semiconductor  device designed by
      TI for the processing of digital signals in wireless applications.

1.34. "TI  MANUFACTURING  TECHNOLOGY"  shall mean the  know-how,  knowledge  and
      technology   which,   collectively,   represents  TI's  CMOS  and  Bi-CMOS
      manufacturing  process technology for RF Integrated  Circuits,  including,
      without  limitation,  the  design  rules  and test  programs,  used in the
      production, assembly and testing of RF Integrated Circuits.

1.35. "WAFER" means a processed wafer that includes multiple Products which need
      to be separated, packaged and tested.

1.36. "WAFER PROBE TEST SPECIFICATION" means the quality  specification  setting
      forth the die size,  wafer  thickness and bond pad dimensions  agreed upon
      between  the Parties  for any  particular  Product to be supplied by TI to
      ParkerVision  in the  form of  Wafers,  and any

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      process  control monitor  circuitry  parameters  specifically  agreed upon
      between the parties in writing with regard to any such Wafers.

1.37. "WLAN"  shall  mean a  Wireless  Local Area  Network  that is  implemented
      according  to and that  operates  within  the  following  standards:  IEEE
      802.11a,  IEEE  802.11b,   HiperLAN1,   HiperLAN2,  and/or  other  similar
      standards presently existing or developed in the future.

1.38. "WLAN CLIENT DEVICE" means hand held  computers,  personal data assistants
      (PDAs), automatic identification data collection devices (such as bar code
      scanners/readers,  electronic  article  surveillance  readers,  and  radio
      frequency identification readers) and other similar user devices compliant
      with and implementing WLAN for wireless communications.

1.39. "WLAN  INFRASTRUCTURE  DEVICE"  means  access  points  and  other  similar
      devices,  compliant  with and  implementing  WLAN, and used to provide the
      ability for WLAN Client  Devices to connect to a wired  network  and/or to
      provide the network functionality of a WLAN.

2.    PURPOSE AND SCOPE OF THIS AGREEMENT
      -----------------------------------

2.1   Subject to the terms and  conditions  set forth in this  Agreement and the
      Foundry Business Plan to be developed  hereunder,  (1) both Parties desire
      to jointly  develop  Interface  technology for  Collaborative  Chipsets in
      which  ParkerVision's D2D RF Integrated Circuits and TI's digital baseband
      processors   complement   and  fully  exploit  each  other's   performance
      capabilities,  and (2)  ParkerVision  agrees to first  design each Product
      using TI's design  process rules,  and TI shall  manufacture RF Integrated
      Circuits designed by ParkerVision.

2.2   The  strategic   relationship   intended  under  this  Agreement  will  be
      sponsored,  managed,  reviewed  and  up-dated by a  Management  Team.  The
      Management Team will comprise two  representatives  from each Party.  Each
      Party  reserves  the right to  replace  its  representative(s)  on written
      notification to the other Party.

2.3   The  Management  Team will meet regularly but at least twice per year. The
      representatives  of both Parties  shall  communicate  between  meetings as
      necessary.  The charter of the Management Team shall include the following
      items:

      o   Identification  of wireless  applications for which the Parties intend
          to develop Interface technology in accordance with a Statement of Work
          hereunder.
      o   Review of Project status.
      o   Development,  periodic  review,  and revision of the Foundry  Business
          Plan.

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      o   Review of Issues / Action  items  arising  from the  Parties'  foundry
          relationship.

3.    REFERENCE DESIGNS
      -----------------

3.1   Either Party shall be free to develop  Reference  Designs  based on either
      Party's semiconductor devices and the Interface technology to be developed
      hereunder.  From time to time,  the  Parties  may  discuss  and  decide to
      jointly  develop  a  Reference  Design  in  accordance  with the terms and
      conditions provided herein. However, unless expressly provided for in this
      Agreement or in a Statement of Work,  nothing in this  Agreement  shall be
      construed as an obligation on either Party to supply semiconductor devices
      to the other Party or its customers,  or to provide the other Party or its
      customers with any technical  assistance in regards to the  implementation
      of any such Reference Design, whether jointly developed hereunder or not.

3.2   In furtherance of the Parties'  desire to promote their devices as part of
      Reference Designs,  each Party hereby grants to the other Party the right,
      under the granting Party's tradenames and copyrights,  (i) to refer to the
      granting  Party, in sales or technical  documentation  pre-approved by the
      granting Party in writing,  as the supplier of semiconductor  devices that
      are included in the other Party's or a jointly developed  Reference Design
      and  (ii)  to copy  and  distribute,  but not  modify,  any  technical  or
      commercial documentation released by the granting Party to promote the use
      and sale of any such  semiconductor  device as part of the  other  Party's
      Reference  Design.  After the  effective  date of a Change of  Control  of
      ParkerVision  (as defined in Section [16.5] below),  the rights  specified
      above under  sub-section  (i) shall be revoked,  and the rights  specified
      above under  sub-section (ii) shall continue,  except that each Party must
      remove the other Party's  tradenames  prior to  distributing  the granting
      Party's technical or commercial documentation described above.


PART A: DEVELOPMENT OF INTERFACES FOR WIRELESS APPLICATIONS
-----------------------------------------------------------

4.    JOINT DEVELOPMENT WORK
      ----------------------

4.1   After the execution of this Agreement, the Parties shall negotiate in good
      faith  Statement  of Works  for  collaborative  efforts  relating  to WLAN
      802.11B and CDMA.

4.2   For each Interface that the Parties decide to develop for a  Collaborative
      Chipset  hereunder,  the Parties shall execute a written Statement of Work
      substantially  in the form of the model  Statement of Work attached hereto
      as Exhibit [A]. To be effective,  each Statement of Work must be signed by
      both Management Team  representatives  of both Parties.  Each Statement of
      Work  shall  set  forth,  at  a  minimum,   the  following  technical  and
      operational conditions:

      4.2.1 Field of Use;

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      4.2.2 Functions, specifications and parameters, including those applicable
            to the Field of Use, of the Interface;

      4.2.3 Descriptions   of   the   applicable   Collaborative   Product   and
            Collaborative TI Digital Baseband Processor. Such descriptions shall
            be in terms of functionalityand  applicable standards related to the
            Field of Use. It is understood  that the  Collaborative  Product and
            the Collaborative TI Digital Baseband  Processor are to be developed
            independently  by  ParkerVision  and  TI,  respectively,   and  such
            independent development is outside the Project.

      4.2.4 Milestones for the development work and the Point of No Return;

      4.2.5 The Deliverables  including,  but not limited to,  application notes
            and Interface technology to be provided by either Party to the other
            Party  in  the  course  of or at  the  conclusion  of  the  Parties'
            performance  of the  Statement  of Work;  for each  Deliverable  the
            Statement of Work shall specify whether or not the Deliverable is or
            contains Independent  Technology owned or otherwise possessed by the
            Party providing the Deliverable, subject to Section 5.3;

      4.2.6 The  procedures  and data  necessary for the testing and approval of
            the development work; and

      4.2.7 An indication of whether or not the Statement of Work is directed to
            the Restricted Fields.

4.3   Collaborative Efforts In the Restricted Fields

      When  collaborating  in the  Restricted  Fields under a Statement of Work,
      ParkerVision  shall be  responsible  for  designing  D2D  Sub-Parts in any
      Product,  and  integrating  RF Front  Ends  that  include  one or more D2D
      Sub-Parts that are designed for use in the Restricted Fields.

4.4   Termination of Development Work

      Either  Party  may  terminate  for its  convenience  a  Statement  of Work
      executed  between the Parties at any time prior to the  achievement of the
      milestone  designated in the applicable  Statement of Work as the Point of
      No Return by providing  the other party with a ten (10) day prior  written
      notice.  The  foregoing  right  to  terminate  a  Statement  of  Work  for
      convenience  does not affect a Party's  right to  terminate a Statement of
      Work for cause such as the other Party's  breach of this  Agreement or for
      any other cause  specified in this Agreement.  A Party's  termination of a
      Statement  of Work for  convenience  or for  cause  shall not  affect  the
      validity  of any other  Statement  of Work  executed  between  the Parties
      unless such other Statement of Work is expressly  terminated in the notice
      of termination.

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4.5   Cost of Development Work

      Unless otherwise expressly provided for in a Statement of Work, each Party
      shall bear all costs and expenses it may incur in preparation  for, and in
      the performance  of, the  development  work provided for in a Statement of
      Work. For the avoidance of any misunderstanding,  and without limiting the
      generality of the preceding sentence, a party's obligation to bear its own
      costs and expenses  shall include the costs and expenses  associated  with
      the  disclosure  of  Independent  Technology  by either Party to the other
      Party pursuant to a Statement of Work.

5.    OWNERSHIP OF INTELLECTUAL PROPERTY
      ----------------------------------

5.1   REPRESENTATION.  Each Party hereby  represents  to the other Party that it
      has,  or  will  have  prior  to  commencement  of  the  development   work
      contemplated  in any Statement of Work,  valid and  sufficient  agreements
      with its  employees  (which term shall  include  agents,  consultants  and
      subcontractors) such that ownership of rights of all technology including,
      without limitation, Interface technology developed pursuant to a Statement
      of Work  hereunder,  shall vest with the Party for which such  development
      work is performed pursuant to the provisions of this Section [5].

5.2   Rights in Project IP.

      5.2.1 All Project IP developed  and/or  implemented by ParkerVision in the
            course of a Project without participation of TI's employees, agents,
            consultants or subcontractors, and without the use of TI Independent
            Technology, shall be the sole and exclusive property of ParkerVision
            and all Intellectual  Property Rights therein or resulting therefrom
            shall be vested  solely in  ParkerVision.  All such Project IP shall
            hereinafter be referred to as "ParkerVision Project IP".

      5.2.2 All Project IP developed and/or implemented by TI in the course of a
            Project without participation of ParkerVision's  employees,  agents,
            consultants or  subcontractors,  and without the use of ParkerVision
            Independent Technology,  shall be the sole and exclusive property of
            TI  and  all  Intellectual  Property  Rights  therein  or  resulting
            therefrom  shall be vested  solely in TI. All such  Project IP shall
            hereinafter be referred to as "TI Project IP".

      5.2.3 All  Project  IP  jointly  developed  and/or  implemented  by TI and
            ParkerVision  in the  course of a  Project  (such  Project  IP shall
            hereinafter  be referred to as "Joint Project IP," and also referred
            to as "Jointly  Owned  Project  IP" in Exhibit C),  shall be jointly
            owned by  ParkerVision  and TI with each Party owning an  undivided,
            equal  ownership  interest  in any  such  Joint  Project  IP and all
            Intellectual Property Rights therein or resulting therefrom shall be
            vested in  ParkerVision  and TI as joint and equal owners (except as
            noted in Exhibit C). Subject to any

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            confidentiality  restrictions  which may apply,  each Party shall be
            free to use such Joint  Project IP to design,  develop,  make,  have
            made,  use,  import,  sell,  offer to sell, or otherwise  dispose of
            integrated  circuits  incorporating such Joint Project IP (except as
            noted in Exhibit C). In the event of patentable  inventions  jointly
            owned   hereunder,   the  filing  and  the   prosecution  of  patent
            applications  as well as the  maintenance  of jointly  owned patents
            shall  be  handled  in  accordance  with  the  procedure  set out in
            [Exhibit C] hereto.

      5.2.4 Unless  explicitly  stated  otherwise  in writing in a Statement  of
            Work,  ParkerVision  Project IP, TI Project IP, and Joint Project IP
            shall not individually or collectively include any of either Party's
            Independent Technology, or any Intellectual Property Rights relating
            thereto.

      5.2.5  ParkerVision  hereby  grants  to TI a  non-exclusive,  fully  paid,
      royalty-free,  worldwide license,  with no right to sub-license other than
      to TI Affiliates,  under  ParkerVision's  Intellectual  Property Rights in
      ParkerVision  Project IP only as related to Interface technology developed
      hereunder  according  to a Statement  of Work whose Point of No Return was
      achieved prior to any  termination of such Statement of Work, for the sole
      purpose to  incorporate  or otherwise  implement the  Interface  developed
      under such Statement of Work in  semiconductor  devices made by or for TI.
      All rights not granted herein to TI are hereby  reserved by  ParkerVision.
      This license shall survive  expiration or termination  of this  Agreement,
      unless this Agreement is terminated due to a material breach of TI.

      5.2.6  Subject  to the  provisions  of  Section  6, TI  hereby  grants  to
      ParkerVision a non-exclusive, fully paid, royalty-free, worldwide license,
      with no right to sub-license other than to ParkerVision Affiliates,  under
      TI's  Intellectual  Property  Rights in TI  Project  IP only as related to
      Interface  technology developed hereunder according to a Statement of Work
      whose Point of No Return was  achieved  prior to any  termination  of such
      Statement  of Work,  for the sole  purpose  to  incorporate  or  otherwise
      implement  the  Interface  developed  under  such  Statement  of  Work  in
      semiconductor devices made by or for ParkerVision.  All rights not granted
      herein to  ParkerVision  are hereby  reserved  by TI. This  license  shall
      survive expiration or termination of this Agreement, unless this Agreement
      is terminated due to a material breach of ParkerVision.

5.3   License to Use Independent Technology

      Each Party  hereby  grants to the other Party a  non-exclusive,  worldwide
      license,  with no  right  to  sub-license  other  than  to  each  Parties'
      respective  Affiliates,  under its present or future Intellectual Property
      Rights in the Independent Technology provided by the granting Party to the
      receiving  Party in the  course  of a  Project,  for the sole  purpose  to
      incorporate  or otherwise  implement  the  Interface  developed  under the
      applicable Statement of Work for the Project in semiconductor devices made
      by or for the other

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                                                                         Page 11

      Party,  provided that the Point of No Return for such applicable Statement
      of Work for the  Project was  achieved  prior to any  termination  of such
      Statement of Work.  The burden shall be on the  receiving  Party  invoking
      such  license  to prove that the  granting  Party in fact  disclosed  such
      Independent  Technology  during the course of the Project to the receiving
      Party  for the  purpose  of  allowing  the  receiving  Party  to use  such
      Independent Technology.

      To avoid any misunderstanding,  this section does not grant any license of
      TI Independent  Technology  from TI to  ParkerVision  to design,  develop,
      make, have made, use, import,  offer to sell, sell or otherwise dispose of
      any TI Digital Baseband Processor.  Similarly, this section does not grant
      any license of ParkerVision Independent Technology from ParkerVision to TI
      to design,  develop,  make, have made, use, import, offer to sell, sell or
      otherwise  dispose  of any  ParkerVision  Product  (for  purposes  of this
      sentence  only,  the term  "Product"  includes  Products  capable of being
      manufactured using any manufacturing technology, and also includes Gallium
      Arsenide goods).

      The foregoing license shall be royalty-free  unless (i) otherwise provided
      for in writing in the applicable Statement of Work or (ii) with respect to
      the disclosure of  Independent  Technology not specified in a Statement of
      Work hereunder,  the Party intending to provide any such other Independent
      Technology provides the other Party with prior written notice that the use
      of such Independent  Technology  shall be royalty bearing.  A Party having
      received  such  notice  shall be  entitled  to  evaluate  the  Independent
      Technology  specified in the notice for a reasonable  period of time, and,
      subject to the outcome of such evaluation, both Parties shall negotiate in
      good faith a mutually  acceptable  royalty rate for the receiving  Party's
      use of any such Independent Technology under the license granted above.

      This license grant to ParkerVision shall survive expiration or termination
      of this  Agreement,  unless this Agreement is terminated due to a material
      breach of ParkerVision.  Similarly, this license grant to TI shall survive
      expiration or  termination  of this  Agreement,  unless this  Agreement is
      terminated due to a material breach of TI.

5.4   Limited Covenant Against Injunctive Relief and Enhanced Damages

      5.4.1 Subject  to  the   exclusions  of  Section   5.4.4,   ParkerVision
            covenants that:

            5.4.1.1 No  injunction,  temporary  restraining  order,  preliminary
            injunction,  or other  enforceable  order enjoining conduct shall be
            effective  during  the Safe  Harbor  Period  (as  defined in Section
            5.4.2) as to ParkerVision's Intellectual Property Rights relating to
            Integrated  Circuit Technology against TI or TI Customers based on a
            claim  that a  product  designed  and  made  by or  for  TI (or  any
            derivative   thereof)   infringes  such  ParkerVision   Intellectual
            Property  Rights ("Safe Harbor  Product").  For the purposes of this
            Section  5.4,  a "TI  Customer"  is a third  party who  directly  or
            indirectly purchases products made by TI, where such

<PAGE>
                                                                           TI/PV
                                                                         Page 12

            products are designed  substantially  by TI, and shall  include OEMs
            and users of products  that  include any such Safe Harbor  Products,
            while the term  "Integrated  Circuit  Technology"  shall include all
            technology  used in the design,  manufacture,  sale and marketing of
            integrated circuits including, without limitation, discrete devices,
            modules  (i.e.,  more than one  integrated  circuit  contained  in a
            single package),  chipsets,  assemblies (i.e.,  packaged  integrated
            circuits  mounted on a single  substrate),  design  tools,  software
            controlling the functionality of any such integrated  circuits,  and
            reference designs  specifying the use of any such items in any given
            application.  "Integrated  Circuit  Technology"  shall  not  include
            ParkerVision's Intellectual Property Rights relating to video camera
            control and/or  production  studio  automation  when directed to the
            system level, end-user level, or methods of use relating to same.

            5.4.1.2 Neither an act nor an omission by TI or TI Customers related
            to Safe Harbor  Products  which,  directly or indirectly,  infringes
            ParkerVision's  Intellectual  Property  Rights  shall  give  rise to
            damages  exceeding a  reasonable  royalty  rate.  All other  damages
            including,  without limitation,  punitive damages,  consequential or
            treble damages shall be excluded.

      5.4.2  Term  of  Covenant.   For  each   infringement  of  a  ParkerVision
      Intellectual  Property Right alleged in a notice of infringement issued by
      ParkerVision  to TI, the  foregoing  covenant  of Section  5.4.1  shall be
      effective  for a period of five (5) years  following  TI's receipt of such
      notice (the "Safe Harbor  Period"),  except that this  covenant  shall not
      apply to any  ParkerVision  patent  claim  beyond the five (5) year period
      triggered  by the notice of  infringement  in which such  patent  claim is
      first asserted by ParkerVision.

      In the event that the  discontinuation of an allegedly  infringing product
      would create a materially  adverse effect on TI's  relationship  with a TI
      customer,  TI and ParkerVision  shall negotiate in good faith an extension
      of the Safe Harbor Period.

      5.4.3 No Waiver.  ParkerVision's  compliance  with the covenant of Section
      5.4.1 shall not be deemed a waiver, by laches,  estoppel or otherwise,  to
      sue or otherwise assert a claim against TI or TI Customers before or after
      the expiration of the Safe Harbor Period.  Likewise, TI's failure to bring
      an  action  to   invalidate   or   render   unenforceable   ParkerVision's
      Intellectual  Property  Rights  before or after the receipt of a notice of
      infringement  issued  by PV,  shall not be  deemed a  waiver,  by  laches,
      estoppel or otherwise,  to sue or otherwise assert a claim challenging the
      validity or  unenforceability  of any ParkerVision  Intellectual  Property
      Rights.

      5.4.4 The covenant of Section 5.4.1 shall not apply:

            5.4.4.1 To allegedly infringing products (or any derivative thereof)
            which TI sells to a New Customer. For the purpose of this exception,
            a "New Customer" shall

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                                                                           TI/PV
                                                                         Page 13

            be deemed a third  party who has not  declared in writing its intent
            to use the allegedly  infringing product (or any derivative thereof)
            in their application  ("design-in") within a period of eighteen (18)
            months   following   TI's  receipt  of   ParkerVision's   notice  of
            infringement.

            5.4.4.2  If,  during  the Safe  Harbor  Period,  TI files an  action
            challenging  the  validity  or  enforceability  of the  Intellectual
            Property  Right which  ParkerVision  claims to be  infringed  by TI,
            unless such action by TI is in defense to court action  initiated by
            ParkerVision to seek royalties or (other)  monetary damages for such
            alleged infringement or in defense to a claim for injunctive relief.

            5.4.4.3  Down-Converter.   To  subject  matter  that  satisfies  the
            following requirements:

                  (1) the subject matter  represents a sub-harmonic  sampling RF
                  down-converter with a fixed control signal aperture; and

                  (2) the subject matter  implements one or more of the complete
                  schematics shown in Exhibit J with or without minor variations
                  (for the  avoidance  of doubt,  changes in  circuit  topology,
                  changes   in   circuit   components,   and   changes   in  the
                  functionality  of circuit  components  shall NOT be considered
                  minor  variations),  or circuits that implement one or more of
                  such schematics in their  entireties,  where such schematic(s)
                  is/are used for the down-conversion function; and

                  (3)  the  subject  matter  exhibits  a  continuous  percentage
                  discharge of the output signal by use of a shunt  resistor (As
                  shown  in  Exhibit  K) that is  greater  than or  equal to six
                  percent  (6%) and less than or equal to fifty  percent  (50%);
                  and

                  (4) the subject matter achieves a recursive  output  filtering
                  effect  where by use of a series  capacitor  connected  to the
                  input signal, shunt switch, a shunt passive resistor connected
                  to bias for both outputs the current  output value  depends on
                  the previous output values stored on the series capacitor.

                  5.4.4.2  Up-Converter. To subject matter that satisfies the
                  following
                  requirements:

                        (1) the subject  matter  represents a gating RF wireless
                        carrier based  communication  sub-harmonic  up-converter
                        and modulator for use at carrier  frequency above 500Mhz
                        with a non-dynamic fixed signal aperture; and

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                                                                           TI/PV
                                                                         Page 14

                        (2) the  subject  matter  implements  one or more of the
                        complete  schematics  shown in Exhibit L with or without
                        minor variations (for the avoidance of doubt, changes in
                        circuit  topology,  changes in circuit  components,  and
                        changes in the functionality of circuit components shall
                        NOT be considered  minor  variations),  or circuits that
                        contain  one  or  more  of  such   schematics  in  their
                        entireties,  where such schematic(s) is/are used for the
                        sub-harmonic   up-conversion  and  modulation   function
                        (Exhibit  L  also  shows  a  schematic  of an  exemplary
                        digital aperture generator circuit); and

                        (3) the  subject  matter  converts  an analog  amplitude
                        varying  input  waveform  (as shown in Exhibit M), where
                        the amplitude  variation  represents the desired carrier
                        wave  modulation,  into a series of pulses  defined by a
                        controlled  aperture gating  function to  simultaneously
                        control  the  output   amplitude   response,   frequency
                        response,  and output  impedance  to  provide  frequency
                        up-conversion and modulation in a single operation; and

                        (4)  the  subject  matter  exhibits  non-dynamic  signal
                        aperture sub-harmonic  up-conversion and modulation with
                        power control by use of a fixed bias control; and

                        (5) the subject matter excludes circuits that modify the
                        aperture time period for the purpose of modulation  such
                        as Pulse Width Modulation Circuits.

      5.4.5  Whether  or  not  the  covenant  of  Section  5.4.1   applies,   if
      ParkerVision  files a claim in a court against TI or TI Customers based on
      a claim that a product  designed and made by or for TI (or any  derivative
      thereof) infringes ParkerVision  Intellectual Property Rights, then TI has
      the right to terminate the foundry  relationship  with  ParkerVision  with
      immediate  effect by providing  ParkerVision  with  written  notice of its
      decision to terminate the relationship.

      5.4.6 Nothing in this Agreement  shall be deemed to be an admission on the
      part of ParkerVision or TI as to the validity, enforceability, or scope of
      their respective Intellectual Property Rights. It shall not be a breach of
      this Agreement if TI makes,  has made,  uses,  sells,  or offers to sell a
      product  that  infringes  a  ParkerVision   Intellectual  Property  Right.
      Internal  documentation  generated  and  distributed  internally by TI for
      purposes of implementing  Sections 5.4.4.3 and 5.4.4.4 shall not be deemed
      to be an admission by TI that TI is infringing a ParkerVision Intellectual
      Property Right.

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                                                                           TI/PV
                                                                         Page 15

      5.4.7.  The covenant  provided for in this Section 5.4 shall be binding on
      ParkerVision  and its  Affiliates  and  their  respective  successors  and
      assigns,  and  ParkerVision and its Affiliates shall cause any third party
      acquiring an interest in PakerVision's  Intellectual Property Rights which
      would allow any such third party to assert  Intellectual  Property  Rights
      affected  by this  covenant  against  TI to be  bound  by same in the same
      manner as ParkerVision and its Affiliates.

5.5 Except as  otherwise  specified  above in this  Section  5, or as  otherwise
specified  elsewhere in this Agreement,  ParkerVision and TI respectively retain
all of their rights and remedies as to their  respective  Intellectual  Property
Rights.

PART B: MANUFACTURE AND SUPPLY OF PRODUCTS
------------------------------------------

6.    FOUNDRY RELATIONSHIP
      --------------------

6.1 During the Foundry Period,  TI hereby agrees to manufacture for ParkerVision
its Products  (including  Products in Wafers) on a non-exclusive basis using the
TI Manufacturing  Technology,  consistent with TI's standard internal practices,
in accordance with the Foundry  Business Plan to be developed and revised by the
Management Team in accordance with Section [7] below. During the Foundry Period,
except for Products  based on Gallium  Arsenide  instead of silicon (see below),
ParkerVision  agrees to first  design each  Product  using TI's  design  process
rules.  ParkerVision  agrees to port to TI's design rules its PV1000x 802.11b RF
integrated circuits and its CDMA RF integrated circuits (both of which are under
development  at the time of the  execution  of this  Agreement)  by December 31,
2001.

As for Products based on Gallium  Arsenide,  upon  notification  by TI that a TI
Gallium Arsenide device manufactured by TI is qualified for volume production by
a TI customer, and subject to any contractual obligations of ParkerVision at the
time of such notification,  and as long as the foundry  relationship between the
Parties exists, ParkerVision shall after such notification first design each new
Gallium  Arsenide  Product using TI's design  process  rules,  provided that the
price, lead-times,  and performance of the TI process matches or exceeds that of
ParkerVision's  existing Gallium Arsenide manufacturer for substantially similar
Products.

6.2 The foundry relationship between the Parties as described herein shall exist
during the  Foundry  Period,  which shall  begin on the  Effective  Date of this
Agreement,  and shall end three (3) years  after TI has  shipped  the first five
hundred thousand (500,000) Products.

6.3 The Parties may mutually  agree to continue  said foundry  relationship  for
successive terms of length to be mutually  agreed,  provided that such agreement
is made in a writing executed

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                                                                           TI/PV
                                                                         Page 16

by both  Parties  no later than six (6) months  prior to the  expiration  of the
initial Foundry Period or each subsequent term.

6.4  In  the  event  that  either  Party  decides  not  to  extend  the  foundry
relationship  pursuant to Section [6.3],  or if this Agreement  should expire or
terminate  for any  reason  other  than a  material  breach by  ParkerVision  or
pursuant  to  Section  5.4.5,  TI  shall  continue  to  manufacture  and  supply
ParkerVision  with Product that TI had started to manufacture  for  ParkerVision
prior  to  such  expiration  or  termination,  and  TI  shall  continue  to  use
Commercially  Reasonable  Efforts to quote  competitive  Product pricing and the
Quoted Lead-Times. However, subject to Section [12] below, for any such Product,
TI's foregoing  obligation  shall  terminate as soon as TI  discontinues  the TI
Manufacturing Process used in the manufacture of such Product.

6.5 MARKING  REQUIREMENTS AND LIMITED  TRADEMARK  LICENSE.  As space allows,  TI
shall  include the  ParkerVision  Trademarks  on all Products and  Collaborative
Products  manufactured by TI as specified herein.  ParkerVision hereby grants to
TI a limited world-wide,  non-exclusive,  royalty free right to the ParkerVision
Trademarks to the extent required by TI to comply with the  requirements of this
Section [6.6]. TI shall not use the ParkerVision  Trademarks except as expressly
stated in this Agreement.  All rights in and to the ParkerVision  Trademarks not
specifically  granted to TI by this Agreement are reserved to  ParkerVision  for
ParkerVision's  own use and  benefit.  The  Parties  agree  to  comply  with the
additional trademark provisions contained in Exhibit G.

7.    Foundry Business Plan
      ---------------------

7.1   A three (3) year rolling  business plan specifying TI and TI Manufacturing
      Technology  to be  used  in the  manufacture  of  Products  (the  "Foundry
      Business Plan") will be developed, reviewed, and potentially revised every
      three (3) months by the Management  Team. For the manufacture of Products,
      TI shall make available TI Manufacturing  Technologies  that are generally
      stable,  or other TI Manufacturing  Technologies that the Parties mutually
      agree for strategic  reasons.  Factors for indicating whether a particular
      TI  Manufacturing  Technology  is  generally  stable  include  but are not
      limited to whether TI makes  such TI  Manufacturing  Technology  generally
      available  to third  parties for the  production  of  integrated  circuits
      substantially  similar in  complexity  to the  Products.  In light of such
      factors (as well as other relevant  factors),  the  Management  Team shall
      determine in good faith whether a particular TI  Manufacturing  Technology
      shall be used  for the  manufacture  of any  given  ParkerVision  Product.
      Without  limiting the  generality of the foregoing,  the  Management  Team
      shall  consider  at least  the TI  Manufacturing  Technologies  listed  in
      Exhibit [B] for the manufacture of ParkerVision Products.

7.2   For  each  TI  manufacturing  process  to be used  in the  manufacture  of
      ParkerVision  Products, the Foundry Business Plan shall specify the design
      tools that TI shall make available to ParkerVision  to allow  ParkerVision
      to design/redesign Products for

<PAGE>
                                                                           TI/PV
                                                                         Page 17

      manufacture  by TI.  All such  design  tools  shall be made  available  to
      ParkerVision  at TI's  standard  rate for such tools.  In the absence of a
      published price or a reference price charged to other TI foundry customers
      for identical or  substantially  similar  design tools,  the rate at which
      said design tools shall be made available to ParkerVision shall comprehend
      all costs  associated  with the  development  or procurement of said tools
      plus a margin  which is in line with TI's average  gross profit  margin on
      foundry products.

7.3   The Foundry Business Plan shall include specific Product pricing and price
      reduction goals for each Product that ParkerVision designs for manufacture
      by TI  according  to Section 6.  Product  pricing  shall be for  processed
      wafers,  good electrical and mechanical die and/or for packaged and tested
      Products,  as specified in the Foundry  Business  Plan.  In addition,  the
      Foundry  Business  Plan  shall  specify  the  Quoted  Lead-Times  for such
      Products.  TI shall also provide  ParkerVision with quotes on available TI
      packaging services, and ParkerVision shall be allowed at its option to use
      such services. Such quotes will be committed by TI for a period of six (6)
      months.  An example of such  quotes is  provided  in Exhibit F. The Quoted
      Lead-Times  quoted by TI for a given TI Manufacturing  Technology shall be
      generally  comparable over a  representative  period of time to lead-times
      quoted by TI to other customers for similar volumes manufactured using the
      same TI  Manufacturing  Technology,  and supplied to such other  customers
      under  substantially  similar terms and conditions.  The Foundry  Business
      Plan may contain other terms that are mutually agreed upon by the Parties.

7.4   The Product  Specification and the Wafer Probe Test Specification for each
      Product will be mutually agreed upon and included in the Foundry  Business
      Plan.

8.    VOLUMES FORECASTS
      -----------------

Within thirty (30) days  following the  qualification  of  ParkerVision's  first
Product by a ParkerVision customer, ParkerVision shall provide TI with a one (1)
year  rolling  forecast  specifying  for  each  quarter   ParkerVision's  volume
requirements of Products which  ParkerVisions  intends to offer to its customers
in commercial  volumes.  The forecast is to be revised,  updated and reconfirmed
every three (3) months by ParkerVision and TI during the fifth (5th) week of the
first  quarter of the rolling  forecast  for purchase  requirement  for the next
three (3)  quarters.  Orders to be placed for the first  quarter of the  rolling
forecast shall be considered firm and accepted for committed volumes;  orders to
to be placed for the second and third  quarters  may  increase or decrease by as
much as fifty  percent  (50%) from  those in the  forecast;  while  orders to be
placed for the fourth quarter may decrease by one hundred percent (100%) and may
increase or decrease by any amount from those in the forecast.

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                                                                         Page 18

9.    PURCHASE ORDERS, ACCEPTANCE AND PERFORMANCE
      -------------------------------------------

9.1   This Agreement does not constitute a purchase order.  For all purchases of
      Products,  ParkerVision  shall place a written purchase order based on the
      prices and Quoted  Lead-Times agreed upon in the Foundry Business Plan (or
      any amendments thereto).  Each purchase order issued by ParkerVision shall
      specify: (i) a purchase order number and date, (ii) quantity of Product to
      be delivered,  (iii) Product part number,  (iv) Product  description,  (v)
      Product  unit  price,   (vi)  Requested   Delivery  Date,  (vii)  shipping
      instructions, including carrier and delivery address.

9.2   Subject to the following,  TI shall use Commercially Reasonable Efforts to
      accept all purchase orders issued pursuant to and in conformance  with the
      terms  of this  Agreement,  the  Foundry  Business  Plan  and  the  volume
      forecast,  and will accept such purchase  orders in a manner that will not
      substantially  deviate from TI's  acceptance  of the purchase  orders from
      other  customers  for  similar  volumes  manufactured  using  the  same TI
      Manufacturing Technology.  Within five (5) business days after TI receives
      ParkerVision's  purchase order, TI shall provide to ParkerVision a written
      Estimated  Ship Date for the Product  requested  pursuant to such purchase
      order.  TI shall  use  Commercially  Reasonable  Efforts  to  comply  with
      applicable  Quoted Lead-Times from the Foundry Business Plan. If TI cannot
      commit to an Estimated Ship Date that satisfies  ParkerVision's  Requested
      Delivery  Date, TI shall  propose,  an  alternative  Estimated  Ship Date.
      ParkerVision  shall notify TI in writing of its acceptance or rejection of
      such  alternative  Estimated  Ship Date  within  (5)  business  days after
      receipt of the  alternative  Estimated  Ship Date.  If TI does not receive
      such notification from ParkerVision,  ParkerVision shall be deemed to have
      accepted such  alternative  Estimated Ship Date. Any purchase order placed
      by  ParkerVision  prior to the  termination of this Agreement in which the
      Estimated Ship Date will be after the  termination of this Agreement shall
      continue to be governed by the terms and conditions of this Agreement.


10.   PURCHASES SUBJECT TO TI'S STANDARD TERMS AND CONDITIONS FOR SALES.
      ------------------------------------------------------------------

All  purchases by  ParkerVision  of Products  supplied by TI shall be subject to
TI's Standard Terms and Conditions  for Sales of  Semiconductor  Products in the
version current at the time of such purchases,  provided,  however,  that in the
event of a conflict  between  this  Agreement,  a Statement  of Work, a purchase
order, or the Foundry Business Plan and said Standard Terms and Conditions,  the
provisions of this Agreement,  the Statement of Work, the purchase order, or the
Foundry Business Plan, as applicable, shall prevail. This Agreement shall not be
considered  void  for  lack of a  specified  quantity  term  under  the  Uniform
Commercial  Code.  A copy of TI's  Standard  Terms and  Conditions  for Sales of
Semiconductor  Products in effect at the time of execution of this  Agreement is
attached as Exhibit I. Without  limiting the  generality  of the  foregoing,  at
least  Sections  8, 9, 10,  11,  12,  13,  16,  and 17 from  Exhibit I (and from
corresponding  sections in subsequent versions of that document) are replaced by
corresponding  provisions  in this  Agreement,  a Statement  of Work, a purchase
order, or the Foundry Business Plan.

<PAGE>
                                                                           TI/PV
                                                                         Page 19

11.   PRODUCT SPECIFICATION CHANGE PROCESS.
      -------------------------------------

Upon receipt of a written request by ParkerVision, TI shall, within fifteen (15)
business days, submit to ParkerVision a written summary of estimated adjustments
or costs, if any, reasonably required to implement a modification to the Product
Specification, Product Design Database, Wafer Probe Test Specification, or other
change  relating to a Product  requested by  ParkerVision.  Such  summary  shall
include the change,  if any, to: (i) the unit price for Products affected by the
requested  changes,  (ii) any applicable  Product  delivery dates;  and (ii) the
Product  NRE  (non-recurring   engineering   charges).   Written  approval  from
ParkerVision must be received by TI prior to implementation of such changes, and
will be  referenced  as an Amendment to this  Agreement.  If TI does not receive
such written approval from ParkerVision  within fifteen (15) calendar days after
TI submits a summary to  ParkerVision,  ParkerVision  shall have been  deemed to
have withdrawn such request for change to the Product Specification.

12.   PRODUCT DISCONTINUATION AND LIFE-TIME BUY.
      ------------------------------------------

12.1  TI may  discontinue the manufacture of a Product with six (6) months prior
      written  notice to  ParkerVision.  Upon  receipt of such  notice  from TI,
      ParkerVision may submit Life-Time Buy purchase orders.  ParkerVision  must
      place a single  Life-Time  buy order  within sixty (60) days of receipt of
      such  notice.  Delivery  of the  discontinued  Product  shall  be  made in
      substantially  equal  monthly  installments  (or  other  increment  to  be
      mutually agreed upon) throughout the remainder of the six (6) month period
      following such notice, and a subsequent period of six (6) months.
12.2  During the Foundry  Period,  TI shall offer an alternate TI  Manufacturing
      Technology  for  the  production  of  the  affected  Products  soon  after
      providing such notice.  ParkerVision may transfer the affected Products to
      the alternate TI Manufacturing Technology.  ParkerVision has the option of
      transferring  such  affected  Products  to  a  Competitor   Foundry,   and
      ParkerVision  shall  have the  option to take  delivery  of all  technical
      information  relating to the  affected  Products  and,  only to the extent
      strictly  necessary  for a fabless  semiconductor  company for purposes of
      transferring a discontinued Product to another manufacturing  process, the
      technical  information  related to the  manufacturing  process used in the
      manufacture  of  the  discontinued   product,   provided,   however,  that
      ParkerVision's  right to use such technical  information shall be strictly
      limited to port the affected Products to the Competitor Foundry.

13.   DELIVERY, SHIPMENTS, INVOICES AND PAYMENTS.
      -------------------------------------------

13.1  FREIGHT AND TAX CHARGES. Prices set forth in the Foundry Business Plan, in
      a purchase  order or TI's  acceptance  of a purchase  order do not include
      freight  charges  or  taxes.  ParkerVision  shall be liable to TI for such
      sales,  use, or like taxes actually  charged if

<PAGE>
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                                                                         Page 20

      ParkerVision  has failed to comply with  applicable  statutory  resale tax
      certificate  requirement(s).  ParkerVision  shall  provide  to TI a resale
      certificate upon TI's request.

13.2  TITLE AND  TRANSPORTATION.  All shipments of Product to ParkerVision shall
      be F. O. B. point of shipment. Title and risk of loss or damage shall pass
      to ParkerVision  upon TI's tender of delivery of the Products to a carrier
      at shipping point.  Packing and shipping  instructions shall be set out in
      ParkerVision's   purchase  order.   Absent  any  such   instructions  from
      ParkerVision  specifying the method of shipment,  TI will use the means of
      shipment which should permit on-time delivery of Product to ParkerVision.

13.3  EARLY  SHIPMENTS.  If TI delivers Product more than five (5) calendar days
      in advance of the scheduled Estimated Ship Date, ParkerVision may postpone
      payment  until such time payment  would have been due if TI had  delivered
      Product as scheduled.

13.4  INVOICES.  Invoices shall reference the number of ParkerVision's  purchase
      order and the bill of landing. All invoices shall be sent to the following
      address:

                  ParkerVision, Inc.
                  8493 Baymeadows Way
                  Jacksonville, Florida  32256
                  Attention:  Accounting Department

            ParkerVision's payment of invoice shall not constitute acceptance of
      Products.   All  invoices  may  be  subject  to  adjustments  for  errors,
      shortages, or defects in Products.

13.5  PAYMENT   TERMS.   Payment  of  invoices  for   Products   delivered  to
      ParkerVision  shall be net ninety (90) days upon receipt by ParkerVision
      of each invoice issued by TI.  Payments shall be made in US dollars.

13.6  SALES AND USE TAX  EXEMPTION.  It is hereby  certified  that the  Products
      purchased  hereunder  are  exempt  from  the  sales  and use  tax,  unless
      otherwise  noted for the reason that  Products are purchased for resale or
      will become an ingredient or component part of, or be  incorporated  into,
      or used or consumed in a manufactured  product  produced for ultimate sale
      at retail.  If the goods are purchased tax exempt and subsequent use makes
      the goods taxable, ParkerVision will assess and pay tax to the appropriate
      state.

14.   INSPECTION AND ACCEPTANCE.
      --------------------------

ParkerVision  or,  in the event of direct  shipments,  ParkerVision's  customers
shall perform  incoming  inspection of Product within fifteen (15) calendar days
of receipt of Product. Inspection may be performed at ParkerVision's option on a
statistical  sampling  basis.  The entire lot may be  rejected  based on defects
revealed by such sampling. At ParkerVision's option, the rejected lot

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                                                                           TI/PV
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will be either  returned  to TI at TI's cost for  replacement  or credit or 100%
screened  by  ParkerVision  with  cost  of  screening  paid by TI.  The  initial
inspection  performed at  ParkerVision  on receipt of material is a  conditional
acceptance,  and shall not waive the right of ParkerVision to return material to
TI which  exhibits or develops  defects  during the warranty  period  defined in
Section [15.] below.

15.   PRODUCT WARRANTY.
      -----------------

      15.1  WARRANTY  FOR  PRODUCT.  Within  one  (1)  year  after  delivery  to
            ParkerVision,  ParkerVision  may return assembled and tested Product
            ("Finished  Product") that  ParkerVision  can  demonstrate  fails to
            conform to the  Product  Specification  and/or the agreed  upon test
            programs.  Additionally,  within the earlier of (i) thirty (30) days
            after  delivery  to  ParkerVision  or (ii)  the  date  the  wafer in
            question  is  processed,  ParkerVision  may return  any Wafers  that
            ParkerVision  can  demonstrate  fails to conform  to the  applicable
            Wafer Probe Test Specification.

      15.2  All  noncompliant  Product  returned  to TI may be  either,  at TI's
            option,  replaced within current Quoted  Lead-Time for such Product,
            or credit  issued by TI;  except that  Lifetime Buy shipments may be
            returned by ParkerVision  for credit only. TI shall authorize return
            of  nonconforming  Product  within  seventy-two  (72)  hours of TI's
            receipt of ParkerVision's notification.

      15.3  TEST DATA. For Finished Product,  TI will make process control data,
            inspection and test reports covering the articles or goods and their
            parts   available   for  review  and  subject  to   examination   by
            ParkerVision or its authorized representatives to verify conformance
            to  such  applicable   specifications   and  drawings.   However,  a
            certificate of conformance must accompany  individual shipments when
            so specified on applicable  drawings,  or on the applicable purchase
            order.  Any  Finished  Product not accepted by  ParkerVision  may be
            returned  to TI at TI's  expense  for full  credit  of the  purchase
            price.  Inspection  may be performed at  ParkerVision's  option on a
            statistical  sampling basis. The entire lot may be rejected based on
            defects revealed by such sampling.  At  ParkerVision's  option,  the
            rejected  lot  will be  either  returned  to TI for  replacement  or
            credit, or 100% screened by ParkerVision with cost of screening paid
            by TI. The initial  inspection  performed at ParkerVision on receipt
            of material  is a  conditional  acceptance,  and shall not waive the
            right of  ParkerVision  to return  material to TI which  exhibits or
            develops  defects due to latent causes during or after  installation
            or testing of the end product.

      15.4  WARRANTY  DOCUMENTATION.  TI shall  preserve  all special  drawings,
            dies,  patterns,  tooling  or other  items  supplied  or paid for by
            ParkerVision in good condition; and

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                                                                           TI/PV
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            they are the property of ParkerVision  and shall be considered to be
            ParkerVision  Confidential  Information unless otherwise  specified,
            and the same such items shall be returned in good condition when the
            work on the order has been completed or terminated,  or at any other
            time as requested by ParkerVision. No special drawing, die, pattern,
            tool or other item  supplied by  ParkerVision  or made by TI for the
            use of or delivery to  ParkerVision,  or for use by TI in  supplying
            ParkerVision,  shall  be  used  by TI for  any  purpose  other  than
            supplying  ParkerVision,  without  TI first  obtaining  the  written
            consent of  ParkerVision  thereto.  TI shall not  attempt to reverse
            engineer any drawing,  die, pattern,  tool,  database file, computer
            file,  integrated circuit, or other item supplied by ParkerVision to
            TI unless  any of the  aforementioned  activities  is  necessary  or
            useful for purposes of TI's  performance  under Section 16.2 of this
            Agreement. If material, equipment, special drawings, dies, patterns,
            or other goods are furnished by  ParkerVision  for  performance of a
            purchase order,  all risk of loss thereof or damage thereto shall be
            upon TI from the time of  shipment  to TI  until  redelivery  to and
            receipt by ParkerVision.

      15.5  NO ADDITIONAL  WARRANTIES.  EXCEPT FOR THE EXPRESS WARRANTIES STATED
            IN THIS  AGREEMENT,  TI MAKES  NO  ADDITIONAL  WARRANTIES,  EXPRESS,
            IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY FOR
            UNFINISHED    PRODUCTS,    IMPLIED   CONDITIONS   OR   WARRANTY   OF
            MERCHANTABILITY  OR FITNESS  FOR A  PARTICULAR  PURPOSE OR ANY OTHER
            WARRANTY OBLIGATION ON THE PART OF TI. PARKERVISION'S REMEDIES SHALL
            BE LIMITED TO THE REMEDIES SPECIFIED HEREIN.

16.   CHANGE OF CONTROL
      -----------------

16.1. Upon a Change of Control of ParkerVision:

      (a)   ParkerVision  shall  continue to perform  under any  written  supply
            agreements  involving  supply of  Collaborative  Products  that were
            executed by ParkerVision  prior to such Change of Control,  although
            failure to so perform shall not be considered to be a breach of this
            Agreement except as to Section 16.2 ; and

      (b)   the Parties  shall  continue to perform  under any Statement of Work
            that was executed by the Parties prior to such Change of Control.

16.2  In the event that, (i) following a Change of Control of ParkerVision,  the
      Acquiring  Party  does not  provide  TI  within  ten (10)  days  after the
      effective  date of the  Change  of  Control  with a  written  and  binding
      assurance in the form of Exhibit H that it will cause

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                                                                           TI/PV
                                                                         Page 23

      ParkerVision  to comply with Section 16.1(a) and 16.1(b) as to a Statement
      of Work  whose  Point of No Return  was  satisfied  prior to the Change of
      Control  of  ParkerVision,  or  (ii)  following  the  Change  of  Control,
      ParkerVision  does  not  satisfy  Section  16.1(a)  and  16.1(b)  as  to a
      Statement  of Work  whose  Point of No Return was  satisfied  prior to the
      Change of Control of ParkerVision, then TI shall provide ParkerVision with
      written  notice  specifying  the  Acquiring   Party's   non-compliance  or
      ParkerVision's  breach, as the case may be. ParkerVision shall have twenty
      (20) days from  receipt  of such  notice to cause the  Acquiring  Party to
      comply with (i), or to cure ParkerVision's  breach, as the case may be. If
      by the end of such cure  period the  written  letter of  assurance  is not
      received by TI from the Acquiring  Party, or if ParkerVision has not cured
      the breach by the end of such cure period,  then ParkerVision shall pay to
      TI  liquidated  damages  in the  amount of two  hundred  thousand  dollars
      ($200,000)  for  each  Statement  of Work  whose  Point of No  Return  was
      satisfied prior to the Change of Control of ParkerVision, and ParkerVision
      must  provide to TI all  technical  documents  relating to the  applicable
      Collaborative Chipset, and ParkerVision and TI shall collaborate such that
      TI may,  under a  non-exclusive,  worldwide  license  (with  no  right  to
      sub-license other than to TI Affiliates) under ParkerVision's  current and
      future Intellectual Property Rights:

      (a)   in  the  case  of   non-satisfaction  of  Section  16.1(b),  if  the
            Collaborative  Chipset  is not  completed  prior to such  Change  of
            Control, then complete such Collaborative Chipset in conformity with
            the Statement of Work,  provided that TI completes the Collaborative
            Chipset within one (1) year after the expiration of the above twenty
            (20) day cure period ;

      (b)   manufacture and sell Collaborative  Products (packaged and tested)
            for two (2) years  commencing on the latter of (i) the  expiration
            of the  above  twenty  (20)  day  cure  period,  or (ii)  once the
            Collaborative  Product is complete  pursuant  to Section  16.2(a),
            provided that all such Collaborative  Products are sold as part of
            a  Collaborative  Chipset,  and in the event  that TI elects to so
            manufacture   and   sell   such   Collaborative   Products,   then
            ParkerVision  shall pay to TI an  additional  one-time  liquidated
            damages amount of two hundred thousand dollars ($200,000); and

       (c)  modify all Collaborative  Products during the two (2) year period of
            Section  16.2(b),  provided that such  modification  changes no more
            than thirty percent (30%) of the  transistors  in the  Collaborative
            Product and the modified  Collaborative  Products are in conformance
            with any  Statement  of Work whose Point of No Return was  satisfied
            prior to the Change of Control of ParkerVision.

      After the  expiration of the two (2) year period of Section  16.2(b),  the
      licenses  granted  to TI by  ParkerVision  in this  Section  16.2 shall be
      revoked.

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                                                                         Page 24

      The remedies and  liabilities  provided for in this Section 16.2 represent
      ParkerVision's  complete and total liability to TI for any  non-compliance
      or breach under Sections 16.2(i) and 16.2(ii).

16.3  REVENUE  SHARING.  For each D2D Sub-Part  (that may include  modifications
      made by TI pursuant to Section 16.2(c) in each Collaborative  Product sold
      by TI or a TI  Affiliate  to a third  party other than  ParkerVision  or a
      ParkerVision  Affiliate,  TI shall pay ParkerVision a per unit share to be
      calculated in accordance with the formula provided in Exhibit [D] hereto.

16.4  REPORTS  AND  AUDITS.  Within  forty-five  (45) days after the end of each
      calendar  quarter,  TI shall pay  ParkerVision  all per unit shares  which
      accrued to ParkerVision pursuant to this Section [16] during such quarter.
      Each such payment shall be  accompanied  by a report setting forth (a) the
      customer name, contact information,  and model number with respect to each
      Product sold and (b) the total number of Product sold during such quarter.
      TI shall  keep  detailed  records of its sale or its  Affiliates'  sale of
      Products  for a period  of three (3)  years  after the date on which  such
      Products are distributed.  ParkerVision shall have the right to audit such
      records once every six (6) months, upon reasonable prior written notice to
      TI. In addition to any  underpayments  or related late charges revealed by
      such  audit,  TI shall  pay for the cost of any  audit  which  reveals  an
      underpayment of more than five percent (5%) for any quarter audited.

16.5  DEFINITION  A  "Change  of  Control"  of a Party  shall be  deemed to have
      occurred in the event that, and is effective on the date that: (i) a third
      party (other than Jeff  Parker,  Stacie  Parker Wilf,  and/or Todd Parker,
      individually or in any combination,  in the case of ParkerVision)  becomes
      the owner of or takes  control of,  directly or  indirectly,  by merger or
      otherwise, beneficially or of record, voting securities representing fifty
      percent  (50%) or more of the  total  voting  power of such  Party or such
      Party's successor ("Controlling  Interest"),  or (ii) such Party transfers
      all or  substantially  all of its assets  belonging  to such Party's RF or
      semiconductor business unit to a third party.

16.6. POSSIBLE   ADDITIONAL  LICENSE  TO  TI.  After  a  Change  of  Control  of
      ParkerVision,   if   ParkerVision   or  the   Acquiring   Party  grants  a
      non-exclusive  license of  ParkerVision  D2D  technology  to a third party
      within five (5) years after such Change of Control,  then  ParkerVision or
      the Acquiring Party shall offer the same  non-exclusive  license under the
      same terms and  conditions  to TI. In the event that,  after the Effective
      Date of this Agreement,  ParkerVision  assigns all or any of its rights in
      D2D to a third party, in accordance with Section 23.7,  ParkerVision shall
      cause such third party to comply with this Section 16.6.

16.7. QUALITY  CONTROL.  The  quality  of  Collaborative  Products  sold  by  TI
      according  to Section  16.2(b)  shall  conform to the  reasonable  quality
      standards of ParkerVision as it may issue

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                                                                           TI/PV
                                                                         Page 25

      from time to time; and are of a standard  consistent with the prestige and
      reputation which the ParkerVision  Trademarks have heretofore developed or
      develop in the future.

PART C: GENERAL PROVISIONS
--------------------------

17.   REPRESENTATIONS & WARRANTIES
      ----------------------------

      ParkerVision and TI each represents and warrants to the other Party that:

      17.1. DUE AUTHORIZATION.  It has the requisite corporate power,  authority
            and legal right to execute and deliver this Agreement and to perform
            each and every of its  obligations  hereunder and to consummate  the
            transactions  contemplated  hereby.  The  execution,   delivery  and
            performance  of this  Agreement  has  been  duly  authorized  by all
            necessary corporate and, if applicable, shareholder action.

      17.2. NO  CONFLICT.  The  execution,  delivery  and  performance  of  this
            Agreement does not and will not violate,  conflict with or result in
            the breach of any term,  condition  or  provision of its Articles of
            Incorporation  or  By-Laws  (or  their  equivalent)  nor  any  term,
            condition  or  provision  of  any  contract,  agreement,   document,
            commitment,  undertaking or  understanding  between it and any other
            person, or entity.

      17.3  NO OTHER PARTY OPTIONS.  There are no existing agreements,  options,
            commitments, entitlements or rights of any person to obtain from the
            Party giving the representation, directly or indirectly, any rights,
            obligations,  grants,  or  licenses  inconsistent  with those of the
            other Party covered by this Agreement.

      17.4 The  representations  and warranties of each Party  contained in this
      Agreement  shall have been true in all  material  respects  as of the date
      hereof. Each Party undertakes to make all commercially  reasonable efforts
      to ensure that the above representations and warranties remain true in all
      material respects throughout the term of this Agreement. In the event that
      a Party is unable to comply with the foregoing undertaking it shall notify
      the other party  thereof  without  undue delay,  whereupon the other Party
      shall have the right to terminate  this  Agreement by providing  the Party
      which is no longer in  compliance  with  thirty  (30) days  prior  written
      notice.

18.   INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY.
      --------------------------------------------------

      18.1. TI'S INDEMNITY TO PARKERVISION.  TI shall defend any claim,  suit or
            other  proceeding  brought  against   ParkerVision  insofar  as  the
            proceeding is based on a

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                                                                           TI/PV
                                                                         Page 26

            claim that TI  Manufacturing  Technology  used in the manufacture of
            Products  supplied by TI to  ParkerVision  infringes a third party's
            Intellectual   Property  Rights,   or  a  claim  that   ParkerVision
            indirectly  infringes a third party's  Intellectual  Property Rights
            based on a claim that a Collaborative TI Digital Baseband  Processor
            sold  by TI  directly  infringes  such  third  party's  Intellectual
            Property  Rights,  and TI shall pay all  damages  and costs  finally
            awarded therein against  ParkerVision,  provided that TI is promptly
            informed and furnished a copy of each communication, notice or other
            action relating to the alleged  infringement and is given authority,
            information  and  assistance  necessary  to  defend  or  settle  the
            proceeding.  TI shall not be  obligated  to defend or be liable  for
            ParkerVision's  costs and damages if the infringement  arises due to
            the design of a Product,  Project IP  including  without  limitation
            Interface technology,and/or a combination with, an addition to, or a
            modification of the Products by ParkerVision after delivery by TI.

      18.2  PARKERVISION'S INDEMNITY TO TI.

            (a)   ParkerVision  shall defend any claim, suit or other proceeding
                  brought  against TI insofar  as the  proceeding  is based on a
                  claim that  Products made by TI for  ParkerVision  infringes a
                  third party's Intellectual Property Rights, or a claim that TI
                  indirectly  infringes a third  party's  Intellectual  Property
                  Rights based on a claim that a  Collaborative  Product sold by
                  ParkerVision    directly    infringes   such   third   party's
                  Intellectual  Property Rights,  and ParkerVision shall pay all
                  damages and costs finally awarded therein against TI, provided
                  that ParkerVision is promptly informed and furnished a copy of
                  each  communication,  notice or other  action  relating to the
                  alleged  infringement and is given authority,  information and
                  assistance  necessary  to  defend or  settle  the  proceeding.
                  ParkerVision shall not be obligated to defend or be liable for
                  TI's costs and  damages if the  infringement  arises from a TI
                  Digital  Baseband  Processor,  Project  IP  including  without
                  limitation Interface technology, and/or a combination with, an
                  addition  to, or a  modification  of the Products by TI, or if
                  the  infringement  arises  from  the  use of TI  Manufacturing
                  Technology.

            ParkerVision  shall  defend  any  claim,  suit or  other  proceeding
            brought  against TI insofar  as the  proceeding  is based on a claim
            that  Collaborative  Products  sold by TI into  the open  market  in
            accordance with Section 16.2(b)  directly  infringes a third party's
            Intellectual Property Rights, and ParkerVision shall pay all damages
            and  costs  finally   awarded  therein  against  TI,  provided  that
            ParkerVision  is  promptly  informed  and  furnished  a copy of each
            communication,  notice  or  other  action  relating  to the  alleged
            infringement  and is given  authority,  information  and  assistance
            necessary to defend or settle the proceeding. ParkerVision shall not
            be  obligated  to defend or be liable for TI's costs and  damages if
            the infringement

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                                                                           TI/PV
                                                                         Page 27

            arises from a TI Digital  Baseband  Processor,  Project IP including
            without limitation Interface technology,  and/or a combination with,
            an addition to, or a  modification  of the Products by TI, or if the
            infringement arises from the use of TI Manufacturing Technology.

      18.3. ACTUAL AND ALLEGED INFRINGEMENT.

            18.3.1 TI  INDEMNIFICATION.  If TI Manufacturing  Technology used in
            the  manufacture  of the  Products  supplied  by TI to  ParkerVision
            hereunder shall be held to infringe Intellectual Property Rights and
            ParkerVision  shall be enjoined from using or reselling same because
            of such infringement, or if TI discontinues shipment of such Product
            after  a third  party  has  filed  suit  in a  court  alleging  such
            infringement,   then  TI  will  exert  all  Commercially  Reasonable
            Efforts,  at its option and at its  expense,  to:  (a)  procure  for
            ParkerVision  the right to use,  sell,  resell and otherwise  market
            such  Products  free  of any  liability  for  infringement  of  such
            Intellectual  Property  Rights,  or (b) replace such  Products  with
            non-infringing substitute products otherwise complying substantially
            with all  requirements of this contract,  or (c) refund the purchase
            price and the transportation  costs of infringing  Products returned
            to TI. TI shall not be obligated for any of the  foregoing  remedies
            if the infringement  arises due to the design of a Product,  Project
            IP  including  without  limitation  Interface   technology,and/or  a
            combination  with, an addition to, or a modification of the Products
            by ParkerVision after delivery by TI.

            18.3.2 PARKERVISION INDEMNIFICATION. If a Collaborative Product made
            and sold by TI into the  open  market  in  accordance  with  Section
            16.2(b) shall be held to infringe  Intellectual  Property Rights and
            TI is enjoined from making,  using or reselling same because of such
            infringement,  or if TI discontinues  shipment of such Collaborative
            Product to the open  market  after a third party has filed suit in a
            court alleging such  infringement,  then ParkerVision will exert all
            Commercially  Reasonable  Efforts, at its option and at its expense,
            to obtain the right to have made such Collaborative  Products by TI,
            and in the  case of  Collaborative  Products  sold by by TI into the
            open market in accordance with Section 16.2(b) to procure for TI the
            right to make,  have made,  use, sell,  resell and otherwise  market
            such  Collaborative  Products to the extent  provided for in Section
            16.2(b) free of any liability for infringement of such  Intellectual
            Property Rights.  ParkerVision shall not be obligated for any of the
            foregoing  remedies  if the  infringement  arises  from a TI Digital
            Baseband   Processor,   Project  IP  including  without   limitation
            Interface technology,  and/or a combination with, an addition to, or
            a modification of the Products by TI, or if the infringement  arises
            from the use of TI Manufacturing Technology.

18.3.3  Discontinuation  of Shipments.  If an  infringement  per Section 18.1 or
Section 18.2 is alleged prior to the  completion  of delivery of Products  under
this Agreement, TI may decline to

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                                                                           TI/PV
                                                                         Page 28

accept new purchase orders or make further  shipments without being in breach of
this  Agreement.  The  period  of  foundry  exclusivity  under  Section  6 shall
immediately  expire  for any  Product  for which TI has  elected  to reject  new
purchase orders or discontinue shipments under this Section.

      18.4. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES
            FOR INFRINGEMENT OF ANY INTELLECTUAL  PROPERTY RIGHTS AND IS IN LIEU
            OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.


19.   NO OTHER LICENSE
      ----------------

      EXCEPT FOR THE  CONVEYANCES  AND THE  LICENSES  GRANTED IN SECTIONS  [3.2;
      5.2.5,  5.2.6,  5.3, 6.6 and 16.2] ABOVE,  NOTHING IN THIS AGREEMENT,  any
      STATEMENT  OF WORK OR THE  FOUNDRY  BUSINESS  PLAN SHALL BE  CONSTRUED  AS
      GRANTING  OR  CONFERRING  ANY RIGHTS BY LICENSE OR  OTHERWISE,  EXPRESSLY,
      IMPLIED OR OTHERWISE,  UNDER ANY  INTELLECTUAL  PROPERTY  RIGHTS OF EITHER
      PARTY MADE,  CONCEIVED OR ACQUIRED  PRIOR TO,  DURING OR AFTER THE TERM OF
      THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE,
      THE PARTIES HEREBY EXPRESSLY AGREE THAT NOTHING IN THIS AGREEMENT SHALL BE
      CONSTRUED AS GRANTING OR  CONFERING  To a party aNY RIGHTS,  BY LICENSE OR
      OTHERWISE, in the OTHER PARTY'S sub-parts,  products, integrated circuits,
      front ends, DEVICES and/OR CHIPSETS.

20.   LIMITATION OF DAMAGES.  UNLESS EXPRESSLY  PROVIDED FOR IN THIS AGREEMENT
      AND  EXCEPT  FOR  DAMAGES  INCURRED  BY A PARTY AS A RESULT OF THE OTHER
      PARTY'S  BREACH  OF  A  CONFIDENTIALITY   OBLIGATION   HEREUNDER  OR  IN
      CONNECTION   HEREWITH,   AND  EXCEPT  FOR   damages   that  result  from
      PARKERVISION'S  or its affiliates breach of the covenant in Section 5.4,
      NEITHER  PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST  PROFITS,  LOSS
      OF  GOODWILL,  OVERHEAD,  OR OTHER  INDIRECT,  SPECIAL,  INCIDENTAL,  OR
      CONSEQUENTIAL  DAMAGES  ARISING  OUT OF OR  RELATED  TO THIS  AGREEMENT,
      HOWEVER  CAUSED,   AND  WHETHER  BASED  IN  CONTRACT,   TORT  (INCLUDING
      NEGLIGENCE),  STRICT  LIABILITY OR OTHERWISE.  THESE  LIMITATIONS  SHALL
      APPLY  EVEN IF THE PARTY HAS BEEN  ADVISED  OF THE  POSSIBILITY  OF SUCH
      DAMAGE,  AND  NOTWITHSTANDING  THE FAILURE OF  ESSENTIAL  PURPOSE OF ANY
      LIMITED REMEDY HEREIN.

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21.   CONFIDENTIAL INFORMATION.

      21.1. DEFINITION. "Confidential Information" means information relating to
            the  subject  matter  of  this   Agreement   which  is  regarded  as
            confidential  or  proprietary  by  one  Party  or  the  other,   and
            information  transferred  during  meetings  or  other  communication
            between the Parties  relating  to this  Agreement  which is owned or
            controlled by either Party and which relates to its past, present or
            future  activities  with  respect  to the  subject  matter  of  this
            Agreement,.  if such  information is disclosed by one of the Parties
            to the other Party in written, graphic, model or other tangible form
            or in the form of a computer program or in a machine readable medium
            or  any   derivation   thereof  and  is  designated  in  writing  as
            confidential or proprietary by an appropriate legend,  together with
            the name of the Party so disclosing  it, or, if such  information is
            disclosed orally, which is identified at the time of oral disclosure
            as  confidential  or  proprietary  and which is reduced to  written,
            graphic,  model, or other tangible form,  marked as confidential and
            delivered by the disclosing Party within thirty (30) days after such
            oral   disclosure.   By  way  of  example  and  not  of  limitation,
            information  disclosed  by a Party  will be  deemed  to be marked as
            confidential if it is marked as either Party's "Internal Data" or as
            "Strictly Private".

      21.2. CONFIDENTIALITY  OBLIGATION. Each Party agrees that the Confidential
            Information  of the other Party  which it receives  pursuant to this
            Agreement  is  received  only for its own use and only to the extent
            provided  in  this   Agreement.   Each  Party  agrees  to  keep  the
            Confidential Information confidential and to disclose it to no third
            party, but only to such employees of the receiving Party with a need
            to know such information, until (i) the expiration or termination of
            this  Agreement  or (ii) the date  five (5)  years  from the date of
            initial  disclosure,  whichever  is later.  Neither  Party  shall be
            liable for the  unauthorized  use or disclosure of such  information
            provided that such Party  exercises at least the same degree of care
            as the receiving  Party  normally  exercises to protect  against the
            unauthorized   use  or  disclosure  of  its  own   confidential   or
            proprietary  data and  information of similar  importance,  and that
            such  degree of care  affords at least  reasonable  protection,  and
            provided  that  such  receiving  Party  takes  reasonable  action to
            prevent further  unauthorized use or disclosure after becoming aware
            of same.

      21.3. OWNERSHIP AND USE. All  Confidential  Information of either Party is
            and shall remain  exclusively owned by the disclosing Party, and the
            grant in this Agreement of license or other rights therein or access
            thereto  does not  transfer  to the  receiving  Party any present or
            future ownership rights in the Confidential Information.

      21.4. CONFIDENTIALITY EXCEPTION. Notwithstanding the provisions of Section
            [21.1],  nothing  received  by a Party is  required to be treated as
            Confidential Information

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                                                                           TI/PV
                                                                         Page 30

            which  prior  hereto,  or  during  the  term of this  Agreement,  or
            thereafter, is or becomes (1) publicly known through no unauthorized
            act of the receiving  Party,  (ii) rightfully  received from a third
            party without  obligation of  confidentiality,  (iii)  independently
            developed  by  the  receiving  Party,  (iv)  already  known  by  the
            receiving  Party  without  an  obligation  of  confidentiality,  (v)
            intentionally   disclosed   without  similar   restrictions  by  the
            disclosing  Party  to  a  third  party,  or  (vi)  approved  by  the
            disclosing Party for public  disclosure.  Evidence  supporting (iii)
            shall be  provided by the Party  asserting  same upon the request of
            the other Party.

      21.5. OTHER  DISCLOSURE.  Neither Party shall be liable for  disclosure of
            any Confidential  Information if such disclosure is in response to a
            valid  order of a court or other  government  body or any  political
            subdivision thereof, provided,  however, that the Party proposing to
            disclose  such  information  shall first  notify the other Party and
            shall  make a  good  faith  effort  to  obtain  a  protective  order
            requiring  that the  Confidential  Information  so disclosed be used
            only for the purpose for which such protective order is issued.

      21.6  RESTRICTION ON FILING PATENT APPLICATIONS.  Neither Party shall file
            or cause to be filed any patent  application  on an invention of the
            other  Party   disclosed   by  the  other   Party  as   Confidential
            Information.  Without  limiting the generality of the foregoing,  TI
            hereby specifically  undertakes not to file or cause to be filed any
            patent  application on an invention  disclosed by ParkerVision to TI
            as Confidential Information pursuant to Section 16.2.

22.   EXPIRATION AND TERMINATION.
      ---------------------------

      22.1. TERM OF THE AGREEMENT.  This Agreement will enter into effect on the
            Effective Date first stated above and,  unless sooner  terminated as
            elsewhere  provided in this Agreement,  shall continue in full force
            and  effect  until  the  expiration  of  the  foundry   relationship
            contemplated  in  Section  [6]  above;   provided,   however,   that
            notwithstanding such expiration or termination, this Agreement shall
            remain effective and continue to govern:

            (a)   orders placed by ParkerVision  and accepted by TI prior to the
                  expiration or termination of the Agreement;

            (b)   any uncompleted  development work that remains to be performed
                  by either  Party  pursuant  to a Statement  of Work  hereunder
                  unless the Statement of Work is terminated in accordance  with
                  Section [4.4] above; and

            (c)   manufacture  and supply of Products in accordance with Section
                  [6.4] above.

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                                                                           TI/PV
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      22.2. TERMINATION.  This  Agreement  may be  terminated by a Party for the
            following reasons:

            22.2.1. If  either  Party  shall at any time  default,  without  any
                  material  causative  fault on the part of the other Party,  by
                  failing to perform any material  provision of this  Agreement,
                  the  non-defaulting  Party may obtain  the right to  terminate
                  this  Agreement by providing  written notice to the defaulting
                  Party  specifying  the  breach.  The  Agreement  will  not  be
                  terminated if (i) the material breach  specified in the notice
                  is  remedied  within  the  thirty  (30) day  period  following
                  receipt of the notice by the  defaulting  Party or (ii) if the
                  breach  reasonably  requires  more  than  thirty  (30) days to
                  correct,  the  defaulting  Party has,  within thirty (30) days
                  from  receipt  of the  notice of  default,  begun  substantial
                  corrective  action to cure the breach and  submitted a written
                  remediation  plan  to  the   non-defaulting   Party's  Program
                  Coordinator  providing a detailed  explanation of the steps to
                  be taken to cure the  breach as quickly  as  practicable,  the
                  defaulting  Party diligently  pursues such corrective  action,
                  and such  breach is  actually  cured  within  sixty  (60) days
                  following receipt of the notice of default.  If any default is
                  not cured within the time permitted,  the non-defaulting Party
                  shall have the right to terminate  this  Agreement at any time
                  thereafter  by giving  written  notice of  termination  to the
                  other Party, and upon the giving of such notice of termination
                  this Agreement  shall  terminate  immediately.  The defaulting
                  Party shall have the right to cure any such  default up to the
                  date of termination. Termination of this Agreement as provided
                  hereunder  shall  not  prejudice  any  right or  remedy of the
                  non-breaching party.

            22.2.2. Upon written  notice if the other Party becomes  bankrupt or
                  insolvent,  suffers  a  receiver  to  be  appointed  or  makes
                  assignment for the benefit of creditors.

      22.3. SURVIVAL.  The  Sections of this  Agreement  relating to  warranties
            (Section  15), duty of payments  (Sections 13 and 16),  confidential
            information (Section 21),  Intellectual Property Rights (Section 5),
            licenses granted (3.2; 5.2.5,  5.2.6, 5.3, 6.6 and 16.2),  publicity
            (Section 23.16),  indemnification  (Section 18), limits of liability
            (Section 20),  relationship of the parties (Section 23.2), Change of
            Control  (Section 16),  termination  (Section 22.1),  and compliance
            with laws shall survive termination or expiration of this Agreement.

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                                                                         Page 32

23.   MISCELLANEOUS.

      23.1. FORCE MAJEURE.  Anything contained in this Agreement to the contrary
            notwithstanding,  the  obligations  of the Parties  hereto  shall be
            subject to all laws,  both  present  and future,  of any  government
            having   jurisdiction  over  the  Parties  hereto,  and  to  orders,
            regulations,  directions or requests of any such government,  or any
            department,  agency  or  corporation  thereof,  and to war,  acts of
            public  enemies,  strikes or other  labor  disturbances,  accidents,
            transportation  embargo,   shortage  of  supplies,   fires,  floods,
            earthquakes, acts of God, or causes of like or different kind beyond
            the control of the Parties,  and the Parties hereto shall be excused
            from any failure to perform any  obligation  hereunder to the extent
            such  failure  is  caused  by  any  such  law,  order,   regulation,
            direction,  request  or  contingency,  for  the  period  such  cause
            endures.  Production and deliveries may be allocated in a reasonable
            manner among its customers by TI when these  circumstances  create a
            delay or  shortfall in  production  of the Product or of products of
            the general  type  covered by this  Agreement.  Notwithstanding  the
            foregoing,  in the  event  any  such  cause  delays  either  Party's
            performance of any of its material obligations under this Agreement,
            the other Party may suspend its performance under this Agreement for
            the  period  such  delay  continues  and if any such  cause  renders
            impossible  or delays  for a period of more than six  months  either
            Party's  performance of any of its material  obligations  under this
            Agreement,  the other Party may upon written  notice  terminate this
            Agreement and such  termination will be deemed to have occurred with
            consent of both parties.  The Party whose  performance is delayed on
            account of any such cause shall promptly notify the other Party, and
            shall   exert   Commercially   Reasonable   Efforts  to   recommence
            performance as soon as possible.

      23.2. RELATIONSHIP OF PARTIES.

            23.2.1. Neither  Party shall have, or shall  represent  that it has,
                  any power,  right, or authority to bind the other Party, or to
                  assume or create any obligation or responsibility,  express or
                  implied,  on behalf of the other Party or in the other Party's
                  name.

            23.2.2. Each  Party is an  independent  contractor,  nothing in this
                  Agreement shall be construed as constituting  ParkerVision and
                  TI  as  partners,   joint   venturers,   or  as  creating  the
                  relationships   of  employer  and  employee,   franchiser  and
                  franchisee,  principal  and agent,  or any other form of legal
                  association  that would impose  liability on one Party for the
                  act or failure to act of the other Party.

            23.2.3. EMPLOYEES/NON-SOLLICITATION.  An employee of one Party shall
                  not be considered,  for any purpose,  an employee of the other
                  Party. To the extent this Agreement involves work by one Party
                  on the premises of the other Party,  each Party shall instruct
                  and require its respective visiting

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                                                                           TI/PV
                                                                         Page 33

                  employees  to  observe  and  obey  all  rules,   policies  and
                  procedures  in effect at the  facilities  of the other  Party.
                  During the term of this  Agreement and for a period of one (1)
                  year  thereafter,  each Party  will not  solicit or induce any
                  employee  of the other  Party who is  engaged in  transfer  of
                  technical  information or in rendering technical assistance to
                  become an employee or consultant of such Party.

      23.3  NOTICES AND  ADMINISTRATION  OF THE AGREEMENT.  All notices shall be
            given in writing  either by  personal  delivery to the Party to whom
            notice is directed,  or by  confirmed  telex or  facsimile,  or by a
            commercial  overnight courier service, or by registered or certified
            mail, return receipt requested.  The date upon which any such notice
            is so  personally  delivered,  the date of  confirmation  of  telex,
            facsimile,  or  courier  delivery,  or if the  notice  is  given  by
            registered  or certified  mail,  the date three (3) days after it is
            deposited  in the  U.S.  mails,  shall  be  deemed  to be  the  date
            delivered  to the Party to whom notice is  directed.  For and on the
            behalf  of each  Party,  the  person  designated  below  shall  have
            cognizance of the work provided pursuant to this Agreement.  General
            administration  of the Agreement  shall be through them.  Each Party
            reserves the right to independently  appoint a different  individual
            and agrees to notify the other Party in writing of such change.  All
            statements,  and notices  shall be sent  directly  to the  following
            individuals:

            IF TO PARKERVISION:              IF TO TI
            PARKERVISION, INC.               TEXAS INSTRUMENTS INCORPORATED
            8493 Baymeadows Way              7839 Churchill Way
            Jacksonville, Florida 32256      Dallas, Texas  75251
            Attn: Legal Department           Attention: Law Department
            Telephone: (904) 737-1367        Telephone: (972) 917-4440
            Facsimile: (904) 636-6473        Facsimile: (972) 917-4418

      23.4  ENTIRE  AGREEMENT.  This  Agreement,   including  its  exhibits  and
            schedules,  set forth the entire agreement and understanding between
            the Parties as to the subject matter hereof and supersedes all prior
            discussions,  negotiations and agreements, written, oral or implied,
            between  them in respect of the  subject  matter of this  Agreement.
            Neither  Party  shall  be  bound  by  any  conditions,  definitions,
            warranties,  understandings or representations  with respect to such
            subject  matter other than as expressly  provided  herein or as duly
            set forth on or  subsequent to the date hereof in writing and signed
            by a proper and duly  authorized  officer or  representative  of the
            Party  to be  bound  thereby.  In  the  event  that  this  Agreement
            conflicts with a Statement of Work, a purchase order, or the Foundry
            Business Plan, this Agreement controls.

<PAGE>
                                                                           TI/PV
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      23.5  APPLICABLE LAW. This Agreement  shall be governed by,  construed and
            interpreted  and the rights of the parties  determined in accordance
            with the laws of the State of New York without  regard to the choice
            of law principles thereof.

      23.6  BIND AND  BENEFIT.  This  Agreement  shall be binding upon and shall
            inure to the benefit of, the Parties' respective successor.

      23.7  ASSIGNMENT.  Neither  Party may  assign  or  delegate  or  otherwise
            transfer its rights or obligations  under this  Agreement  either in
            whole or in part,  without  the prior  written  consent of the other
            Party, which consent shall not be unreasonably  withheld in the case
            of a Change of Control,  as defined in Section 16.5(ii),  subject to
            the requirement that the Party's assignee or transferee provides the
            other  Party  with  prima  facie   evidence  of  its  technical  and
            commercial capability to perform under this Agreement, and agrees in
            writing to comply under the terms and conditions of this  Agreement.
            It shall  not be  deemed  to be an  assignment  or  delegation  of a
            Party's  rights  or  obligations  hereunder  (and,  accordingly,  no
            consent of the other Party shall be required) if a Party  engages in
            a merger  or other  similar  transaction,  as a result  of which the
            holders of the outstanding  voting securities of such Party prior to
            the  transaction  own  less  than  50%  of  the  outstanding  voting
            securities of the surviving corporation after the transaction.  TI's
            consent  to  an   assignment,   delegation  or  other   transfer  of
            ParkerVision's   rights  and  obligations  hereunder  shall  not  be
            construed  as a waiver of TI's  rights  under  Section  16.2 of this
            Agreement.  Any attempted  assignment in violation of the provisions
            of this Section will be void.

      23.8  ALTERATIONS  AND WAIVERS.  The waiver,  amendment or modification of
            any  provision  of this  Agreement  or any  right,  power or  remedy
            hereunder,  whether by agreement of the Parties or by custom, course
            of dealing or trade practice,  shall not be effective unless made in
            writing  and signed by the  Parties  hereto.  No failure or delay by
            either Party in exercising  any right,  power or remedy with respect
            to any of the provisions of this Agreement shall operate as a waiver
            of such provisions with respect to such  occurrences;  nor shall any
            extension of time or other  indulgence  granted to a Party hereunder
            otherwise  alter or affect any  power,  remedy or right of the other
            Party,  or the  obligations  of the Party to whom such  extension or
            indulgence  is  granted;  nor shall the  failure by either  Party to
            enforce any  provision be deemed a waiver of future  enforcement  of
            that or any other provision.

      23.9  SEVERABILITY.  In the event any  provision of this  Agreement or the
            application of any such provision  shall be held to be prohibited or
            unenforceable in any jurisdiction,  such provision shall, as to such
            jurisdiction,  be ineffective  to the extent of such  prohibition or
            un-enforceability;  but, the remaining  provisions of this Agreement
            shall remain in full force and effect, and any such prohibition or

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            unenforceability  in any jurisdiction shall not invalidate or render
            unenforceable such provision in any other jurisdiction.  The Parties
            shall use their  Commercially  Reasonable  Efforts  to  replace  the
            provision   that  is   contrary   to  law  with  a  legal  one  with
            approximately,  to the extent  possible,  the original intent of the
            Parties.

      23.10 LANGUAGE  INTERPRETATION.  In the  interpretation of this Agreement,
            unless the  context  otherwise  requires,  (a) words  importing  the
            singular  shall be deemed to import the plural and vice  versa,  (b)
            words denoting  gender shall include all genders,  (c) references to
            persons shall include  corporations or other bodies, and vice versa,
            (d) references to Parties, sections, schedules, addenda, paragraphs,
            articles and exhibits shall mean the Parties,  sections,  schedules,
            addenda, paragraphs, articles and exhibits of and to this Agreement,
            and (e) periods of days,  weeks or months shall mean calendar  days,
            weeks or months.

      23.11 HEADINGS.  Article  and Section  headings  are  included  solely for
            convenience,  are not to be considered a part of this Agreement, and
            are not  intended  to be full  and  accurate  descriptions  of their
            contents.

      23.12 COUNTERPARTS  OF  AGREEMENT.  This  Agreement may be executed in any
            number of  counterparts,  each of which  shall be deemed an original
            and  all of  which  together  shall  constitute  one  and  the  same
            instrument.

      23.13 NO THIRD-PARTY  BENEFICIARIES.  Nothing  contained in this Agreement
            shall be construed to give any person other than ParkerVision and TI
            any legal or equitable right,  remedy or claim under or with respect
            to this Agreement.

      23.14 OTHER  RESTRICTIONS.  In exercising its rights under this Agreement,
            each  Party  agrees to comply  strictly  and fully  with all  export
            controls  imposed on  Products,  by any country or  organization  or
            nations  within  whose  jurisdiction  each  Party  operates  or does
            business.  Each  Party  agrees  not to export  or  permit  export of
            Products or any related  technical data or any direct Product of any
            related  technical data,  without  complying with the export control
            laws in the relevant jurisdiction.

      23.15 OZONE DEPLETING SUBSTANCES:  Except where the ParkerVision has given
            written  approval to TI, in advance of  shipment,  TI hereby  agrees
            that it has not used or introduced  after May 15, 1993, a Class I or
            Class II ozone depleting  substance (ODS) (as such terms are defined
            in 40 CFR 82.104), into any product being supplied to or imported by
            ParkerVision  under this Agreement.  Where the  ParkerVision  has so
            agreed to accept product containing or manufactured using an ODS, TI
            will label the product with a warning or will otherwise  effectively
            warn  ParkerVision of such use in accordance with 40 CFR 82, Subpart
            E. Should TI choose to warn  ParkerVision  through a mechanism other
            than a warning label or

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            other  warning  accompanying  the  shipment,  a copy of such warning
            shall  be  sent  to the  ParkerVision,  or the  otherwise  appointed
            representative  of the Buyer of  Record,  in  advance  of  shipment.
            Breach of this provision will entitle  ParkerVision  to all remedies
            available   for  breach  of  this   Agreement,   including   without
            limitations,  the right to reject the product and/or  terminate this
            Agreement.

      23.16 CONFIDENTIALITY  OF AGREEMENT.  Each Party agrees that the terms and
            conditions  of this  Agreement  shall  be  treated  as  Confidential
            Information.  Neither Party will disclose the terms or conditions to
            any third  party  without  the prior  written  consent  of the other
            Party,   except  that  either  Party  may  disclose  the  terms  and
            conditions of this Agreement:

            1)    as required by any court or other governmental body;

            2)    as required otherwise by law;

            3)    to  legal  counsel  of the  Parties,  accountants,  and  other
                  professional advisors; or

            4)    to a third  party who is  negotiating  with a Party to acquire
                  such  Party  (that is, to cause a Change  of  Control  of such
                  Party as defined in Section 16.5),  as long as the third party
                  agrees in writing to  maintain as  confidential  any terms and
                  conditions of this Agreement disclosed to the third party.

      23.17 ANNOUNCEMENT.  Notwithstanding that the terms and conditions of this
            Agreement are  confidential,  TI and  ParkerVision  agree to issue a
            mutually  agreeable  joint  press  release  upon  execution  of  the
            Agreement  Additionally,  either  Party  may file a Report  with the
            Securities and Exchange  Commission on Form 8-K with respect to this
            Agreement.  The Report on Form 8-K Report  shall be  provided to the
            other  Party for  review  prior to filing,  but each Party  shall be
            responsible  for its own  filing.  To the  extent  permitted  by the
            Securities and Exchange  Commission's  rules, the filing Party shall
            apply to the Commission for  confidential  treatment of commercially
            sensitive  terms of the  Agreement,  including  but not  limited  to
            pricing, lead time, and margin sharing provisions.  Either Party may
            also make additional  disclosures as are required by law or required
            of a government  agency,  subject to prior notice to the other Party
            so that such other Party may seek an appropriate  protective  order.
            Terms and  conditions  of the  Agreement not disclosed in accordance
            with the foregoing shall be kept confidential by the Parties.

      23.18 EXHIBITS.  The following is the list of Exhibits  which are attached
            hereto and are hereby incorporated into this Agreement by reference:

            Exhibit A:  Model Statement of Work
            Exhibit B:  TI Manufacturing Technology
            Exhibit C:  Guidelines  for  the   Registration  and  Protection  of
                        Jointly Owned Project IP

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            Exhibit D:  Per Unit Revenue Sharing for Collaborative Products sold
                        by TI in accordance with Section 16.
            Exhibit E:  ParkerVision Trademarks
            Exhibit F:  Example of Product Pricing and Quoted  Lead-Time  Quoted
                        by TI
            Exhibit G:  Additional Trademark Provisions -License Restrictions
            Exhibit H:  Acquiring  Party's  Written  and Binding  Assurance  per
                        Section 16.2
            Exhibit I:  TI's  Standard   Terms  and   Conditions  for  Sales  of
                        Semiconductor Products
            Exhibit J (J1-J3): ParkerVision Down-Converter Schematics
            Exhibit K:  Calculation for Percentage Discharge of Output Signal
            Exhibit L (L1-L4):  ParkerVision Up-Converter Schematics (L1-L3) and
                        an exemplary digital aperture generator circuit (L4)
            Exhibit M:  Analog Amplitude Varying Input Waveform

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                                                                         Page 38

IN WITNESS  WHEREOF,  the Parties hereto have caused this Agreement to be signed
by duly authorized officers or representative as the date first above written.

TEXAS INSTRUMENTS INCORPORATED          PARKERVISION INCORPORATED


By:                                     By:
   ------------------------------           ------------------------------
Name:                                   Name:
      ---------------------------             ----------------------------
Title:                                  Title:
       --------------------------              ---------------------------
Date:                                   Date:
      ---------------------------             ----------------------------

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