PARKERVISION INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>ex10_2.txt
<TEXT>
                                                                    Exhibit 10.2

                          TRANSITION SERVICES AGREEMENT

                  This  TRANSITION  SERVICES  AGREEMENT  (this  "Agreement")  is
entered into as of _______________,  2004 (the "Effective Date"), by and between
Thomson  Broadcast & Media  Solutions,  Inc., a Delaware  corporation (the "Lead
Purchaser"),  and  ParkerVision,  Inc., a Florida  corporation  (the  "Seller").
Capitalized terms used but not defined herein have the meanings set forth in the
Purchase Agreement (as defined in the recitals below).

                                    RECITALS

         WHEREAS, pursuant to the Asset Purchase Agreement, dated as of February
25, 2004, between Lead Purchaser,  Thomson Licensing,  S.A. ("Patent Purchaser,"
and together with Lead Purchaser,  the  "Purchasers")  and Seller (the "Purchase
Agreement"),  Purchasers  have agreed to purchase  from  Seller,  and Seller has
agreed to sell, transfer, assign and deliver to Purchasers,  the Acquired Assets
(as defined in the Purchase Agreement);

         WHEREAS,  Purchasers  and Seller  desire  that the  Acquired  Assets be
transferred  from the Seller to the  Purchasers  in an  expeditious  and orderly
manner at the Closing; and

         WHEREAS,  the Purchase  Agreement provides that Seller shall enter into
this  Agreement  with Lead  Purchaser for the provision of certain  transitional
services to Lead Purchaser with respect to the Business following the Closing;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereby  agree as
follows:

                                   ARTICLE 1

                                    Services

         1.1 Initial  Services.  Commencing  on the date  hereof,  Seller  shall
provide to Lead Purchaser the services (each, a "Service," and collectively, the
"Services")  specified  on the service  schedules  attached  hereto as Exhibit A
(each such schedule,  a "Service  Schedule") for the period of time specified in
each such Service Schedule,  unless a Service is earlier  terminated or extended
in accordance with the terms hereof.  With respect to each Service,  the parties
shall set forth the following  information in the applicable  Service  Schedule:
(i) the time period  during which the Service  will be provided;  (ii) a summary
and  description  of the Service to be  provided;  (iii) the Fees (as defined in
Section  2.1), or estimated  Fees,  if any, for the Service;  and (iv) any other
terms applicable  thereto or such other  information with respect to the Service
as  the  parties  may  agree  or are  required  hereunder.  If  any  activities,
functions,  responsibilities or other components of work for any Service are not
specifically described in the applicable Service Schedule but are inherent in or
a necessary part of the Services described therein,  or are reasonably  required
for proper performance or provision of such Services, they shall be deemed to be
"Services" for all purposes under this Agreement.

         1.2 Additional/Modified  Services. Following Closing, and in accordance
with Article 3,  additional  Services (with  corresponding  Fees, if any) may be
added and  existing  Services  (along with  corresponding  Fees,  if any) may be
modified  by  execution  by the  parties  hereto of a  supplemental  schedule of
services  substantially in the form attached as Exhibit B (each, a "Supplemental
Schedule of Services").  Upon such execution by both parties,  such Supplemental
Schedule of Services shall (i) become a Service Schedule as set forth in Section
1.1 above and shall be deemed a part of this Agreement for all purposes and (ii)
if applicable,  immediately  supercede the prior Service Schedule  governing the
same Services.



<PAGE>

         1.3  Performance.  Except  to  the  extent  modified  by a  performance
standard set forth in the applicable Service Schedule, Seller shall provide each
Service in substantially the same manner as such Service was performed by Seller
for the Business prior to Closing, consistent with past practice and in a manner
enabling,  at minimum,  the development of the Business as set forth on Schedule
1.3, but in no event than with less than a commercially  reasonable  standard of
performance and care in light of the  requirements  of the Business.  During the
term of this Agreement,  Seller shall not enter into any agreement or accept any
obligation that would interfere with Seller's ability to effectively perform the
Services. Seller shall provide the Services,  including, without limitation, any
deliverables required hereunder,  free from material errors or other defects and
shall  substantially  conform to any  specifications  for such  Services  and/or
deliverables.

         1.4 Reports.  Seller shall provide to Lead  Purchaser a monthly  report
setting forth the Services  performed  during the preceding month and containing
such additional  information as may, from time to time, be reasonably  requested
by Lead Purchaser.  To the extent any performance of any Service requires Seller
to  exercise  discretion,  Seller may  request  written  instructions  from Lead
Purchaser with respect to the exercise of such discretion.  Lead Purchaser shall
promptly provide such instructions in reasonable detail, and Seller shall not be
deemed to have  breached  this  Agreement  if Seller  relies  upon such  written
instructions.

         1.5  Service  Interruptions.  Each  Service  Schedule  shall  include a
schedule of all planned service interruptions of Seller that are required in the
routine or regular maintenance of network,  facility and operational assets used
to provide the subject  Services and Seller shall not be required to provide any
such Services during such scheduled interruptions.  Seller shall also provide to
Lead Purchaser reasonable advance notice of any other interference with Seller's
systems or operations  (including downtime for network or facility  maintenance)
which is reasonably  likely to interrupt the performance of or the  availability
of the provision of any Service  ("Other  Interruptions").  Lead Purchaser shall
not be  obligated  to pay any Fees with  respect to any period that the Services
are  interrupted  due  to  interruption  or  interference  (including  scheduled
interruptions or interferences)  with Seller's systems or operations.  Notice of
Other  Interruptions  delivered  pursuant to this  Section 1.5 shall not relieve
Seller of any liability hereunder for failure to provide Services.

         1.6 Employees.  Seller shall use commercially reasonable efforts (i) to
retain employees who are experienced in performing,  and trained to perform, the
Services,  and, if necessary,  hire, train and retain other personnel to perform
the  Services  and (ii) in each case,  to cause such  employees  to perform  the
Services during the term of this Agreement.  Subject to foregoing,  Seller shall
deploy its work force in its  discretion  to provide the  Services in the manner
and time frame required by this Agreement and the  Schedules.  Purchasers  shall
cause their  employees to cooperate  with Seller's  employees as may  reasonably
required in connection with the provision of Services hereunder.

                                   ARTICLE 2

                                Fees and Payment

         2.1 Fees.  Subject to the terms and conditions  hereof,  Lead Purchaser
shall pay each  month to Seller  the fee,  if any,  specified  for each  Service
rendered  during  such  month as set forth on the  applicable  Service  Schedule
(collectively,  the "Fees").  Seller shall  provide the Services at its cost and
without profit except as otherwise provided in the Service  Schedules.  Seller's
"costs"  shall be equal to and include only the direct  costs of  providing  the
Service,  such as the cost of materials and third-party  services,  as well as a
reasonably  proportionate  amount of salary,  benefits  and  bonuses of Seller's


                                      2
<PAGE>

employees  providing the Services and related  overhead,  management and similar
costs, in each case, that is attributable to the time spent performing  Services
hereunder.

         2.2 Payment.  Unless otherwise set forth on a Service Schedule,  on the
last day of each calendar month during the term hereof, Seller shall invoice any
and all Fees owed by Lead  Purchaser  for the Services  provided for such month.
Unless  contesting  in good  faith  the Fees  set  forth  on the  invoice,  Lead
Purchaser  shall pay such Fees within thirty (30) days of receipt of the invoice
by check drawn on good funds or wire transfer of immediately available funds. If
any undisputed  Fees have not been paid within 60 days of receipt of the invoice
therefore,  Seller  shall be entitled to suspend  the  provision  of Services to
which such Fees apply and such  suspension of Services shall not be considered a
default under or breach of this Agreement.

         2.3  Documentation.  Any  Seller's  invoice  shall  be  accompanied  by
reasonable  documentation  supporting  the Fees owed and  shall  set forth  each
Service  provided and the Fees payable for each  Service.  Seller shall  provide
such other  documentation of fees and records of Services provided as reasonably
requested by Lead Purchaser.

         2.4  Taxes.  In the event that the  provision  of the  Services  or the
relationship  created between the parties hereunder gives rise to any Tax (other
than a tax based on income with  respect to Lead  Purchaser),  such Tax shall be
the responsibility of Lead Purchaser.

                                   ARTICLE 3

                    Term; Addition and Reduction of Services

         3.1 Period.  Subject to the terms of this  Article 3, the  provision of
the  Services  shall  commence  on the date  hereof  and,  with  respect to each
Service,  shall  terminate  upon the expiration of the period set forth for such
Service on the applicable Service Schedule.

         3.2 Early Service Termination. Lead Purchaser may terminate any Service
by giving 14 days' prior written notice to Seller. Any requested  termination of
a Service pursuant to this Section 3.2 shall become effective at the end of such
14 day notice  period (the last day of such period,  the  "Services  Termination
Date").  After the Services  Termination Date, Seller shall thereafter no longer
be obligated to provide such Service,  and Lead  Purchaser  shall  thereafter no
longer be  obligated  to pay for such  Service  (except with respect to any Fees
incurred up through and including the Services Termination Date). The applicable
Service  Schedule shall  thereafter be deemed amended to reflect the termination
of the Service.

         3.3  Additional/Extended  Services. If Lead Purchaser desires to extend
the term of any Service  (or any part  thereof)  or add any  additional  service
(collectively,  the  "Additional  Services")  arising  out of or relating to the
acquisition  of the Business,  Lead  Purchaser may give Seller thirty (30) days'
prior written notice,  which notice shall include reasonable details relating to
such request.  Lead  Purchaser and Seller shall  negotiate in good faith whether
and on what terms Seller shall provide (if at all) any such Additional  Service;
provided,  that  Seller  shall not in any event be required to upgrade or expand
its infrastructure,  facilities or systems to provide such Additional Service or


                                       3
<PAGE>

materially  compromise its remaining  businesses and  operations;  and provided,
further,  that  Seller  shall  not  unreasonably  withhold  its  consent  to the
extension of any such term or provision of any such  Additional  Service if such
Additional Service was inadvertently or  unintentionally  omitted from a Service
Schedule as of the date of this  Agreement  or is  essential  to  effectuate  an
orderly  transition  of the Business and the Acquired  Assets to  Purchasers  in
accordance with the Purchase  Agreement.  The applicable  Service Schedule shall
thereafter  be amended to include the extended  term,  or, as the case may be, a
separate  Service  Schedule  shall be entered  into to for any other  Additional
Service, in each case in accordance with Section 1.3.

         3.4 Reduced  Quantity.  Seller shall reduce the quantity of any Service
provided  hereunder upon 14 days' prior written notice from Lead Purchaser.  Any
requested  reduction  of a Service  pursuant to this  Section  3.4 shall  become
effective at the end of such 14 day notice  period (the last day of such period,
the "Services  Reduction  Date").  As of the Services  Reduction  Date, the Fees
payable  with  respect  to such  Service  shall be  reduced  proportionately  in
accordance  with the fee schedule set forth on the applicable  Service  Schedule
with respect to such Service.  As of the Services Reduction Date, the applicable
Service  Schedule shall thereafter be deemed amended to reflect the reduction of
such Service.

         3.5 Termination of Agreement. This Agreement shall terminate (i) on the
date on which the  provision of all Services  has been  completed in  accordance
herewith and (ii) by either party upon written  notice to the other party if the
other  party  shall  materially  breach this  Agreement  and such  breach  shall
continue and not be remedied  for a period of thirty (30) days after  receipt of
written notice by the  non-breaching  party describing such breach and the steps
necessary to reasonably remedy such breach.  Termination of this Agreement shall
not relieve any party of liability for breaches  prior to termination of for the
obligation to pay for Fees incurred prior to Termination. The provisions of this
Section  3.5,  Section  4.6  (Disputes),  Article  5 (Work  Product),  Article 6
(Confidential  Information)  and  Article 7  (Miscellaneous)  shall  survive any
termination of this Agreement.

                                   ARTICLE 4
                           Cooperation AND management

         4.1 Project  Managers.  Each Service Schedule shall designate a project
manager for each party (a "Project  Manager") to report and discuss  issues with
respect to the provision of such  Service.  The Project  Managers  shall meet to
discuss the  performance  of the  Services as often as  reasonably  necessary to
ensure the orderly provision of the Services, and in any event at least monthly,
and shall have authority to address and remedy problems related to the provision
of the Services.  Each party shall promptly designate successor Project Managers
in the event that a designated  individual is not available to perform such role
hereunder.

         4.2  Cooperation.  The parties  agree to fully  cooperate in good faith
with each other in connection with the provision of the Services and the matters
related to or arising hereunder,  including,  without limitation, to enable Lead
Purchaser  to  establish  its  own   infrastructure   to  perform  the  Services
independently of Seller.

         4.3 Books and  Records.  Each of the parties  shall create and maintain
full and accurate books in connection with the provision of the Services.  For a
period  of no less  than four (4)  years  from the date of  termination  of this
Agreement, the parties will maintain, in accordance with their standard document
retention procedures,  documentation supporting the information relevant to cost
calculations  and related  matters and cooperate  with each other in making such
information available as needed, including in the event of a tax audit.



                                       4
<PAGE>

         4.4  Oversight.  For the  purpose of  allowing  Purchaser  to  exercise
general and  reasonable  oversight  and  monitoring  of the  performance  of the
Services,  and  subject  to any  Seller  third-party  confidentiality  and  data
protection obligations, Seller shall use commercially reasonable efforts to make
available  during regular  business hours (or otherwise  upon  reasonable  prior
notice) to Lead Purchaser or its  representatives  (i) the Project  Managers and
any other key personnel designated by Seller to provide the Services, (ii) those
books and records  maintained  by Seller in accordance  with this  Agreement and
such related  information or materials  reasonably  requested by Lead Purchaser;
provided, however, that any such requests do not unreasonably interfere with the
operation of the day-to-day business affairs of Seller.

         4.5  Lead  Purchaser's  Premises.   For  any  work  performed  on  Lead
Purchaser's  premises  (included  leased or  subleased  premises),  Seller shall
comply with all reasonable security, confidentiality, safety and health policies
of Lead Purchaser.  Seller shall take all commercially reasonable precautions to
prevent,  and shall be  responsible  for, any injury to any Persons  (including,
without  limitation,   employees  of  Lead  Purchaser)  or  damage  to  property
(including,  without  limitation,  Lead  Purchaser's  property)  arising from or
relating to  Seller's  performance  of the  Services or the use by Seller of any
Lead Purchaser equipment, tools, facility or other property.

         4.6  Disputes.  In  the  event  that  any  dispute  arises  under  this
Agreement,  the parties agree to negotiate in good faith to resolve such dispute
prior to  seeking  relief in  accordance  with the  Purchase  Agreement.  Unless
otherwise  agreed in writing,  and subject to each  party's  right to  terminate
pursuant to Section 3.5 hereof,  the parties will  continue to provide  Services
and honor all other  commitments  under this Agreement  during the course of any
dispute resolution  pursuant to the terms hereof with respect to all matters not
subject to such dispute.

                                   ARTICLE 5

                              Intellectual Property

         5.1 Work Product. As used herein, "Work Product" shall include, without
limitation,  all Intellectual Property Rights and any related  work-in-progress,
improvements  or  modifications  to any  Intellectual  Property  Rights that are
created,  developed or conceived  (alone or with others) in connection  with the
Services  and that  pertain to the  Acquired  Assets or the  Business.  All Work
Product shall be considered  "work made for hire" (as such term is defined in 17
U.S.C.  ss.101)  and shall be the sole  property  of Lead  Purchaser,  with Lead
Purchaser  having the right to obtain and hold in its own name all  Intellectual
Property Rights in and to such Work Product. To the extent that the Work Product
may not be considered  "work made for hire," Seller hereby  irrevocably  assigns
and agrees to assign to Lead Purchaser,  without additional  consideration,  all
right, title and interest in and to all Work Product, whether currently existing
or created or developed later, including,  without limitation,  all Intellectual
Property  Rights  related  thereto,  whether  existing  now  or in  the  future,
effective  immediately upon the inception,  conception,  creation or development
thereof.  Seller shall (i) disclose promptly to Lead Purchaser all Work Product,
and (ii)  whether  during  or after  the term of this  Agreement,  execute  such
written instruments and do such other acts as may be necessary in the reasonable
opinion of Lead Purchaser to obtain a Patent,  register a Copyright or otherwise
evidence or enforce  Lead  Purchaser's  rights in and to such Work  Product (and
Seller hereby irrevocably appoints Lead Purchaser and any of its officers as its
attorney in fact to undertake such acts in its name).



                                       5
<PAGE>

         5.2  License.  To the extent,  if any,  that Seller  retains any right,
title or  interest  in or to any Work  Product,  Seller  hereby  grants  to Lead
Purchaser a perpetual, irrevocable, fully paid-up, transferable,  sublicensable,
exclusive,  worldwide  right  and  license  (i) to use,  reproduce,  distribute,
display and perform (whether publicly or otherwise), prepare derivative works of
and otherwise  modify,  make, sell, offer to sell,  import and otherwise use and
exploit (and have others  exercise such rights on behalf of Lead  Purchaser) all
or any portion of such Work  Product,  in any form or medium (now known or later
developed);  (ii) to modify all or any portion of such Work Product,  including,
without  limitation,  the making of  additions  to or  deletions  from such Work
Product,  regardless of the medium (now or hereafter known) into which such Work
Product may be modified and  regardless of the effect of such  modifications  on
the  integrity of such Work  Product;  and (iii) to identify  Seller,  or not to
identify Seller,  as one or more authors of or contributors to such Work Product
or any portion thereof,  whether or not such Work Product or any portion thereof
has been modified. Seller further waives any "moral" rights or other rights with
respect to  attribution  of  authorship  or integrity of such Work Product which
Seller may have under any applicable law,  whether under  copyright,  trademark,
unfair competition,  defamation, right of privacy, contract, tort or other legal
theory.

         5.3  Provisional  License  Back.  Subject  to the terms and  conditions
contained  in  this  Agreement,   Lead  Purchaser  hereby  grants  to  Seller  a
royalty-free,   non-exclusive,   non-transferable  license,  with  no  right  to
sublicense,  under  Lead  Purchaser's  copyrights,  trade  secrets  and  patents
comprising the Acquired Assets solely to, and only to the extent  necessary for,
the provision of Services under and in accordance with this Agreement.

         5.4 Covenants  Relating to Use of  Specifications,  Materials and Other
Information.  Except as may be directed by Lead Purchaser in connection with the
Services,  Seller agrees that it will not develop,  make,  use,  offer for sale,
sell, reproduce,  distribute or create any derivative works based on any product
specifications, materials or Confidential Information of Lead Purchaser. Without
limiting the generality of the foregoing, Seller agrees that it will not use any
product specifications,  materials or Confidential Information of Lead Purchaser
(or any portion  thereof),  to develop,  make,  reproduce  or create any product
except  products for Lead  Purchaser  hereunder.  Seller agrees that it will not
disclose  any  portion  of any  product  specifications  or  other  Confidential
Information  of Lead  Purchaser to any persons with the  exception of authorized
employees  and  authorized  independent  contractors  of Seller who: (i) require
access thereto for use authorized under hereunder; (ii) have signed an agreement
with  the  Seller  that  contains  restrictions  on use and  disclosure  of such
specifications  and Confidential  Information  substantially  similar to, and no
less restrictive than, those contained in this Agreement; and (iii) are not, and
are not affiliated with, any competitor of Lead Purchaser.

         5.5 No Other Licenses.  Except as otherwise  expressly provided herein,
nothing in this Agreement shall be deemed to grant,  directly or by implication,
estoppel or  otherwise,  any right or license with respect to any  Technology or
other Intellectual  Property Rights, and each party retains all right, title and
interest in and to their respective technologies and other Intellectual Property
Rights.

         5.6 Delivery.  Upon termination of this Agreement,  or at any time Lead
Purchaser  requests,  Seller shall  deliver  immediately  to Lead  Purchaser all
property  belonging  to Lead  Purchaser,  including  all  Work  Product  then in
progress  and  all  material  in  Seller's  possession  containing  Confidential
Information of Lead Purchaser and any copies thereof, whether prepared by Seller
or others.



                                       6
<PAGE>

                                   ARTICLE 6

                            Confidential Information

         6.1 Use and Disclosure.  Without the prior written consent of the other
party (and then only in accordance with this  Agreement),  each party agrees not
to disclose any Confidential  Information of such other party to any third party
or use any such  Confidential  Information,  except in each case as is expressly
permitted under this Agreement  (which use and disclosure shall be in accordance
the terms of this Agreement,  including Section 5.4 above). Each party shall use
no less than  reasonable  care in protecting any such  Confidential  Information
received.  Subject to Section 7.3 of the Purchase  Agreement,  each party is and
shall  remain  the sole  owner of all right,  title and  interest  in and to its
respective Confidential Information,  and neither party shall possess any right,
title or interest  in or to any lien on  Confidential  Information  of the other
party.  "Confidential  Information"  shall  mean all  Trade  Secrets  and  other
confidential and/or proprietary  information of a Person,  including information
derived  from  reports,  investigations,  research,  work  in  progress,  codes,
marketing and sales programs,  financial  projections,  cost summaries,  pricing
formulas, contract analyses,  financial information,  projections,  confidential
filings with any state or federal agency, and all other  confidential  concepts,
methods of doing business, ideas, materials or information prepared or performed
for,  by or on behalf  of such  Person by its  employees,  officers,  directors,
agents,  representatives,  or  consultants.  Information  shall  not  be  deemed
Confidential  Information  hereunder  if (a)  it is or  becomes  publicly  known
through no wrongful act or omission of receiving party; (b) was rightfully known
by the recipient before receipt from disclosing  party;  (c) becomes  rightfully
known to the receiving  party without  confidential  or proprietary  restriction
from a  source  other  than the  disclosing  party  that  does not owe a duty of
confidentiality  to the  disclosing  party  with  respect  to such  Confidential
Information;  or (d) is  independently  developed by receiving party without the
use of or reference to the  Confidential  Information of the  disclosing  party;
provided  that,  and for avoidance of doubt,  exclusions (b) and (d) above shall
not apply with respect to Confidential  Information assigned to Purchasers under
the Purchase Agreement.  If the receiving party is legally compelled to disclose
any  Confidential  Information,  prior to any  such  compelled  disclosure,  the
receiving  party shall give the disclosing  party  reasonable  advance notice of
such  disclosure and shall  cooperate  with the  disclosing  party in protecting
against any such disclosure and, upon request of the disclosing party, obtaining
a protective order narrowing the scope of such disclosure.

         6.2 Return;  Injunctive  Relief.  Upon the earliest to occur of (i) the
termination of this Agreement,  (ii) such time as any  Confidential  Information
ceases to be required by the party  receiving such  Confidential  Information to
perform or receive the  Services or (iii) a reasonable  request of a party,  the
applicable Confidential Information of a party (and any copies thereof) shall be
returned to that party and any such Confidential Information of a party (and any
copies thereof) stored in computer or other electronic archival systems shall be
deleted  or  erased,  in each  case  within  fifteen  (15) days  following  such
termination  or  request.  Upon the  request of a party,  the other  party shall
certify in writing that all such  Confidential  Information has been returned or
destroyed.

         6.3 Injunctive Relief. If a breach of the  confidentiality  obligations
herewith   would   cause   irreparable   harm   to  the   non-breaching   party,
notwithstanding  any  dispute  resolution  provisions  herein  to the  contrary,
temporary or preliminary  injunctive relief in a court of competent jurisdiction
shall be  appropriate  to prevent  either party from a continuing  or additional
breach, in addition to any other relief to which the non-breaching  party may be
entitled.



                                       7
<PAGE>

                                   ARTICLE 7

                                  MISCELLANEOUS

         7.1 No Agency/Seller Employees. Each of Lead Purchaser and Seller shall
be an independent  contractor in the  performance of its respective  obligations
hereunder.  Nothing  in this  Agreement  shall  create  or be deemed to create a
partnership,  a joint  venture or a  relationship  of principal  and agent or of
employer and employee  between Lead Purchaser and Seller,  or between any of the
representatives,  contractors or suppliers of Lead  Purchaser,  on the one hand,
and of Seller,  on the other  hand.  All  employees  and  contractors  of Seller
providing Services shall not be employees or contractors of Lead Purchaser.

         7.2 Controlling Agreement. In the event of a conflict between the terms
and  conditions  set forth in this  Agreement and the terms and  conditions  set
forth in the Purchase Agreement,  or the interpretation and application thereof,
the terms and  conditions  set forth in the Purchase  Agreement  shall  prevail,
govern and control in all respects.

         7.3  Purchase  Agreement  Terms.  Sections  12.1  through  12.16 of the
Purchase Agreement are hereby  incorporated  herein by this reference;  provided
that  (i)  references  to  "Agreement,"   "hereto,"   "hereunder,"  and  similar
references in such sections shall pertain to this  Agreement;  (ii) the Purchase
Agreement  (for the  avoidance  of  doubt)  shall be  considered  a  Transaction
Agreement;  and  (iii)  references  to  "Purchasers"  shall be deemed to be Lead
Purchaser.

                     [Rest of Page Intentionally Left Blank]



                                       8
<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

SELLER

ParkerVision, Inc.

By:
   -----------------------------------

Name:
     ---------------------------------

Title:
      -------------------------------

LEAD PURCHASER

Thomson Broadcast & Media Solutions, Inc.

By:
   -----------------------------------

Name:
     ---------------------------------

Title:
      -------------------------------




                                       9
<PAGE>

                                    Exhibit A

                                    EXHIBIT A

                                Service Schedules

         The following Service Schedules are attached to this Exhibit A:

                  1. Accounting

                  2. Human Resources

                  3. IT

                  4. Supply Chain Management

                  5. Manufacturing and Assembly


<PAGE>



                              Service Schedule # 1

                                   Accounting

1. Start Date: Effective Date

2. End Date: 3 Month Anniversary of the Effective Date

3. Summary of Services:

------------------------- -----------------------------------------------------
Service Name              Description/Other Matters

========================= =====================================================
Information Access        Provide requested information regarding past
                          and current accounting and other financial matters.
------------------------- -----------------------------------------------------

------------------------- -----------------------------------------------------

------------------------- -----------------------------------------------------

4.       Performance Standards:

         As set forth in Section 1.3 of this Transition Services Agreement.

5.       Fees:

         Seller's cost (as further  described in Section 2.1 of this Agreement).
         Seller's  invoices to Lead  Purchaser for Services  provided under this
         Service Schedule shall include a reasonably  detailed breakdown of such
         costs.

6.       Service Contacts:

         Lead Purchaser:

         Fran Gordon
         HR Manager
         Thomson Broadcast & Media Solutions, Inc.
         400 Providence Mine Road
         Nevada City, CA 95959
         (530) 478-3191
         fran.gordon@thomson.net

         Seller:

         Cindy Poehlman
         ParkerVision, Inc.
         8493 Baymeadows Way
         Jacksonville, Florida 32256
         (904) 737-1369
         cpoehlman@parkervision.com


<PAGE>


7.       Describe cost methodology and cost drivers affecting Fees (if any):

8.       Software:  (Will software be provided for use by Lead  Purchaser  under
         this Service Schedule?)

                           _____Yes __X___No

         If so, list software to be used/provided:

---------------------- -------------------------------------- -----------------
Software Application   Number of Licenses to Be Used/Provided Source Code Y/N

====================== ====================================== =================

---------------------- -------------------------------------- -----------------

---------------------- -------------------------------------- -----------------



<PAGE>

                              Service Schedule # 2

                                 Human Resources

1.       Start Date: Effective Date

2.       End Date: 3 Month Anniversary of the Effective Date

3.       Summary of Services:

------------------- ------------------------------------------------------------
Service Name        Description/Other Matters

=================== ============================================================
Information Access  Provide requested information regarding past and
                    current benefits and other human resources matters.

------------------- ------------------------------------------------------------


------------------- ------------------------------------------------------------

------------------- ------------------------------------------------------------


4.       Performance Standards:

         As set forth in Section 1.3 of this Transition Services Agreement.

5.       Fees:

         Seller's cost (as further  described in Section 2.1 of this Agreement).
         Seller's  invoices to Lead  Purchaser for Services  provided under this
         Service Schedule shall include a reasonably  detailed breakdown of such
         costs.

6.       Service Contacts:

         Lead Purchaser:

         Fran Gordon
         HR Manager
         Thomson Broadcast & Media Solutions, Inc.
         400 Providence Mine Road
         Nevada City, CA 95959
         (530) 478-3191
         fran.gordon@thomson.net

         Seller:

         Cindy Poehlman
         ParkerVision, Inc.
         8493 Baymeadows Way
         Jacksonville, Florida 32256
         (904) 737-1369
         cpoehlman@parkervision.com


<PAGE>

7.       Describe cost methodology and cost drivers affecting Fees (if any):

8.       Software:  (Will software be provided for use by Lead  Purchaser  under
         this Service Schedule?)

                           _____Yes __X___No

         If so, list software to be used/provided:

<TABLE>
<CAPTION>
--------------------------------------------------------- ------------------------------------------ -------------------
Software Application                                      Number of Licenses to Be Used/Provided     Source Code Y/N
========================================================= ========================================== ===================
<S>                                                     <C>

--------------------------------------------------------- ------------------------------------------ -------------------

--------------------------------------------------------- ------------------------------------------ -------------------
</TABLE>



<PAGE>



                              Service Schedule # 3

                             Information Technology

A. Hosting,  administration  and support of IT Infrastructure,  Telecom,  email,
Internet and WAN access

1.       Start Date: Effective Date

2.       End Date:  Expiration  of sublease  agreement  between  Seller and Lead
         Purchaser (the "Sublease")

3.       Summary of Services:

<TABLE>
<CAPTION>
--------------------------------------------------------------  ------------------------------------------------------------
Service Name                                                    Description/Other Matters
==============================================================  ============================================================
<S>                                                             <C>
Telecom access                                                  Provide telecom service over the standalone  phone system
                                                                (with will include  independent lines, a dedicated switch
                                                                and a voice  mail  system)  that is to be  installed  and
                                                                maintained by Seller under the Sublease.

                                                                During the 3 months following the Effective Date, provide
                                                                access to, and use and support of mobile phones.
--------------------------------------------------------------  ------------------------------------------------------------
Desktop and LAN support                                         During the 3 months following the Effective Date, provide
                                                                helpdesk for local calls and support for existing
                                                                desktops, laptops, printers and LAN access.
--------------------------------------------------------------  ------------------------------------------------------------
Global Internet access                                          Provide access to Internet for desktops and servers.

--------------------------------------------------------------  ------------------------------------------------------------
Support Email Setup                                             Provide support to Lead Purchaser in desktop  configuration
                                                                and  establishing  connection  to  Lead  Purchaser's  email
                                                                servers.
--------------------------------------------------------------  ------------------------------------------------------------
Remote access                                                   Provide  remote  access to LAN for  laptops  via dial-up or
                                                                ADSL
--------------------------------------------------------------  ------------------------------------------------------------
Support of existing WAN                                         During the 3 months following the Effective Date, provide
                                                                Wide Area Network support between Lead Purchaser and the

                                                                Business
--------------------------------------------------------------  ------------------------------------------------------------
Support of existing servers                                     Ensure availability of servers
--------------------------------------------------------------  ------------------------------------------------------------
</TABLE>

4.       Performance Standards:

         Outside  week-end  maintenance  schedules agreed by both Lead Purchaser
         and Seller,  outages  should be  responded  to, and Seller shall have a
         dedicated  person  working to resolve such  outages,  in no more than 4
         hours  for  LAN,  WAN,  E mail  and  critical  servers  related  to the
         Business.  Seller will not  knowingly or  intentionally  introduce  any
         viruses, worms, Trojan horses, web bugs, time bombs, "spyware" or other
         harmful or invasive code or components into any products  manufactured,
         assembled  or  delivered  hereunder,  nor  into  any  systems  of  Lead
         Purchaser,  and Seller  will  exercise  reasonable  care to prevent the
         introduction of such code.


<PAGE>

5.       Fees:

         Seller's cost (as further  described in Section 2.1 of this Agreement),
         including, for avoidance of doubt, reimbursement for phone call charges
         incurred  through Lead  Purchaser's  use of the phone system  described
         above.  Seller's invoices to Lead Purchaser for Services provided under
         this Service Schedule shall include a reasonably  detailed breakdown of
         such costs.

6.       Service Contacts:

         Lead Purchaser:

         Stephane Bourles

         IT Account Manager, Lead Purchaser Broadcast & Media Solutions
         3233 East Mission Oaks Blvd, Camarillo, CA 93012, USA
         Phone: +1 805 445 4095
         stephane.bourles@thomson.net

         Seller:

         David Ambruster
         Information Systems Manager
         ParkerVision, Inc.
         8493 Baymeadows Way
         Jacksonville, Florida  32256
         Phone:  904-737-1367
         dambruster@parkervision.com

7.       Describe cost methodology and cost drivers affecting Fees (if any):

         IT  resources  are limited and, so long as the  applicable  performance
         standards  are  maintained  (including  those  set  forth in  Section 4
         above),  certain services under this Chapter A may be provided by third
         parties  selected  by  Seller,  provided  that such third  parties  are
         approved by Lead Purchaser  (which  approval shall not be  unreasonably
         withheld or delayed).

8.       Software:  (Will software be provided for use by Lead  Purchaser  under
         this Service Schedule?)

                                _____Yes ___X__No

         If so, list software to be used/provided:

<TABLE>
<CAPTION>
--------------------------------------------------------- ------------------------------------------ -------------------
Software Application                                      Number of Licenses to Be Used/Provided     Source Code Y/N
========================================================= ========================================== ===================
<S>                                                       <C>                                        <C>

--------------------------------------------------------- ------------------------------------------ -------------------

--------------------------------------------------------- ------------------------------------------ -------------------
</TABLE>




<PAGE>


B.       Hosting, administration and support of applications

1.       Start Date: Effective Date

2.       End Date: 3 Month Anniversary of the Effective Date

3.       Summary of Services:

<TABLE>
<CAPTION>
-------------------------------------------------------------- ------------------------------------------------------------
Service Name                                                   Description/Other Matters
============================================================== ============================================================
<S>                                                            <C>
Information Access                                             Applications  cover all servers  currently  used to run the
                                                               Business.
-------------------------------------------------------------- ------------------------------------------------------------
Application Server Access                                      Hosting of on-premise  application servers.  Administration
                                                               of  servers by Seller  personnel.  Access to  database  and
                                                               server  applications  as  relate  to the  Business.  Backup
                                                               methods  used by Seller  (including  Clientele  system used
                                                               for RMA/customer data tracking).
-------------------------------------------------------------- ------------------------------------------------------------
Application  support,  break-fix  and  small                   Apply bug fixes. Apply small enhancements  agreed by both Lead
enhancements                                                   Purchaser and Seller.  Exporting data in standard  format made
                                                               available by software vendors.  Maintain interfaces with other
                                                               applications  used  by  the   manufacturing   portion  of  the
                                                               Business.
-------------------------------------------------------------- ------------------------------------------------------------
</TABLE>


4.       Performance Standards:

         Critical break-fixes completed in reasonably prompt period of time with
         high  internal  priority.  Resolution  target date to be agreed by both
         Lead  Purchaser  and  Seller  (working  together  in  good  faith)  for
         non-critical  issues/enhancements.  Server availability is described in
         chapter A above.  Seller will not knowingly or intentionally  introduce
         any viruses,  worms, Trojan horses, web bugs, time bombs,  "spyware" or
         other  harmful  or  invasive  code  or  components  into  any  products
         manufactured, assembled or delivered hereunder, nor into any systems of
         Lead Purchaser, and Seller will exercise reasonable care to prevent the
         introduction of such code.

5.       Fees:

         Seller's cost (as further  described in Section 2.1 of this Agreement).
         Seller's  invoices to Lead  Purchaser for Services  provided under this
         Service Schedule shall include a reasonably  detailed breakdown of such
         costs.

6.       Service Contacts:

         Lead Purchaser:

         Stephane Bourles
         IT Account Manager, Thomson Broadcast & Media Solutions
         3233 East Mission Oaks Blvd, Camarillo, CA 93012, USA
         Phone: +1 805 445 4095
         stephane.bourles@thomson.net


<PAGE>

         Seller:

         David Ambruster
         Information Systems Manager
         ParkerVision, Inc.
         8493 Baymeadows Way
         Jacksonville, Florida  32256
         Phone:  904-737-1367
         dambruster@parkervision.com


7.       Describe cost methodology and cost drivers affecting Fees (if any):

         IT  resources  are limited and, so long as the  applicable  performance
         standards  are  maintained  (including  those  set  forth in  Section 4
         above),  certain services under this Chapter B may be provided by third
         parties  selected by Seller,  provided  that (a) such third parties are
         approved by Lead Purchaser  (which  approval shall not be  unreasonably
         withheld or delayed) and (b) appropriate members of Seller's current IT
         staff shall be made  available  and shall provide  Services  under this
         Chapter B as reasonably requested by Lead Purchaser.

8.       Software:  (Will software be provided for use by Lead  Purchaser  under
         this Service Schedule?)

                           _____Yes ___X__No

         If so, list software to be used/provided:

----------------------- -------------------------------------- ----------------
Software Application    Number of Licenses to Be Used/Provided Source Code Y/N
======================= ====================================== ================

----------------------- -------------------------------------- ----------------

----------------------- -------------------------------------- ----------------


<PAGE>

C.       Integration  of  Seller  applications  in  Lead  Purchaser  application
         systems

1.       Start Date: Effective Date

2.       End Date: 3 Month Anniversary of the Effective Date

3.       Summary of Services:

<TABLE>
<CAPTION>
-------------------------------------------------------------- ----------------------------------------------------------------
Service Name                                                   Description/Other Matters
============================================================== ============================================================
<S>                                                            <C>
Application Documentation                                      Provide documentation of current processes, data
                                                               structures and interfaces.
-------------------------------------------------------------- ----------------------------------------------------------------
Fit-Gap analysis                                               Participate  to  fit-gap   assessment  to  determine  tasks
                                                               required  to  migrate  Seller  processes  and  data in Lead
                                                               Purchaser application systems
-------------------------------------------------------------- ----------------------------------------------------------------
Cut-over                                                       Export data in standard  format made  available by one or more
                                                               software vendors. The exact Format shall be defined and agreed
                                                               by both Lead  Purchaser and Seller  (working  together in good
                                                               faith),  so long as such  format  is a  standard  format  made
                                                               available by one or more software vendors.
-------------------------------------------------------------- ----------------------------------------------------------------

Acceptance                                                     Participate to acceptance tests with Lead Purchaser
-------------------------------------------------------------- ------------------------------------------------------------
</TABLE>


4.       Performance Standards:

         Seller will not  knowingly  or  intentionally  introduce  any  viruses,
         worms, Trojan horses, web bugs, time bombs,  "spyware" or other harmful
         or  invasive  code  or  components  into  any  products   manufactured,
         assembled  or  delivered  hereunder,  nor  into  any  systems  of  Lead
         Purchaser,  and Seller  will  exercise  reasonable  care to prevent the
         introduction of such code.

5.       Fees:

         Seller's cost (as further  described in Section 2.1 of this Agreement).
         Seller's  invoices to Lead  Purchaser for Services  provided under this
         Service Schedule shall include a reasonably  detailed breakdown of such
         costs.

6.       Service Contacts:

         Lead Purchaser:

         Stephane Bourles
         IT Account Manager, Lead Purchaser Broadcast & Media Solutions
         3233 East Mission Oaks Blvd, Camarillo, CA 93012, USA
         Phone: +1 805 445 4095
         stephane.bourles@thomson.net


<PAGE>

         Seller:

         David Ambruster
         Information Systems Manager
         ParkerVision, Inc.
         8493 Baymeadows Way
         Jacksonville, Florida  32256
         Phone:  904-737-1367
         dambruster@parkervision.com

7.       Describe cost methodology and cost drivers affecting Fees (if any):

         IT  resources  are limited and, so long as the  applicable  performance
         standards  are  maintained  (including  those  set  forth in  Section 4
         above),  certain services under this Chapter B may be provided by third
         parties  selected by Seller,  provided  that (a) such third parties are
         approved by Lead Purchaser  (which  approval shall not be  unreasonably
         withheld or delayed) and (b) appropriate members of Seller's current IT
         staff shall be made  available  and shall provide  Services  under this
         Chapter B as reasonably requested by Lead Purchaser.

8.       Software:  (Will software be provided for use by Lead  Purchaser  under
         this Service Schedule?)

                           _____Yes __X__No

         If so, list software to be used/provided:

<TABLE>
<CAPTION>
--------------------------------------------------------- ------------------------------------------ -------------------
Software Application                                      Number of Licenses to Be Used/Provided     Source Code Y/N
========================================================= ========================================== ===================
<S>                                                       <C>                                        <C>

--------------------------------------------------------- ------------------------------------------ -------------------

--------------------------------------------------------- ------------------------------------------ -------------------
</TABLE>



<PAGE>



D.       Migration of Seller infrastructure to Lead Purchaser

1.       Start Date: Effective Date

2.       End Date:  Expiration  of sublease  agreement  between  Seller and Lead
         Purchaser (the "Sublease")

3.       Summary of  Services:  The services  described  below shall be provided
         during the term hereof at the  premises  being  subleased  by Purchaser
         from Seller and so long as Purchaser occupies such premises.

<TABLE>
<CAPTION>
-------------------------------------------------------------- ------------------------------------------------------------
Service Name                                                   Description/Other Matters
============================================================== ============================================================
<S>                                                            <C>
Cabling and LAN set-up                                         Implement  and  maintain a dedicated  LAN with one new core
                                                               switch,    physically    separated   from   Seller.    Such
                                                               implementation  to  include  modification  of  the  cabling
                                                               system  in  order  to  segregate  and  direct  it  to  such
                                                               dedicated  LAN and to connect  the LAN to Lead  Purchaser's
                                                               network.
-------------------------------------------------------------- ------------------------------------------------------------
Desktops, laptops and printers set-up                          During the three months  following the Effective  Date: (i)
                                                               migrate  printers  to the new LAN,  (ii)  migrate  the user
                                                               data  to  the  new  file   servers,   (iii)   assist   Lead
                                                               Purchaser  in  reconfiguring  desktops  &  laptops  to Lead
                                                               Purchaser standards  (including  reconfiguration of network
                                                               connection to Lead  Purchaser IP addresses and domain),  as
                                                               reasonably requested by Lead Purchaser.
-------------------------------------------------------------- ------------------------------------------------------------
System De-installation and Wrap-up                             De-install and remove servers and other  equipment from shared
                                                               computer  room at the  time of  Lead  Purchaser's  move to new
                                                               premises. Provide support and information reasonably requested
                                                               by Lead  Purchaser  in  re-installing  such  equipment  at new
                                                               location.
-------------------------------------------------------------- ------------------------------------------------------------
</TABLE>


4.       Performance Standards:

         Seller will not  knowingly  or  intentionally  introduce  any  viruses,
         worms, Trojan horses, web bugs, time bombs,  "spyware" or other harmful
         or  invasive  code  or  components  into  any  products   manufactured,
         assembled  or  delivered  hereunder,  nor  into  any  systems  of  Lead
         Purchaser,  and Seller  will  exercise  reasonable  care to prevent the
         introduction of such code.

5.       Fees:

         Seller's cost (as further  described in Section 2.1 of this Agreement).
         Seller's  invoices to Lead  Purchaser for Services  provided under this
         Service Schedule shall include a reasonably  detailed breakdown of such
         costs.

6.       Service Contacts:


<PAGE>

         Lead Purchaser:

         Stephane Bourles
         IT Account Manager, Lead Purchaser Broadcast & Media Solutions
         3233 East Mission Oaks Blvd, Camarillo, CA 93012, USA
         Phone: +1 805 445 4095
         stephane.bourles@thomson.net

         Seller:

         David Ambruster
         Information Systems Manager
         ParkerVision, Inc.
         8493 Baymeadows Way
         Jacksonville, Florida  32256
         Phone:  904-737-1367
         dambruster@parkervision.com

7.       Describe cost methodology and cost drivers affecting Fees (if any):

         IT  resources  are limited and, so long as the  applicable  performance
         standards  are  maintained  (including  those  set  forth in  Section 4
         above),  certain services under this Chapter A may be provided by third
         parties  selected  by  Seller,  provided  that such third  parties  are
         approved by Lead Purchaser  (which  approval shall not be  unreasonably
         withheld or delayed).

8.       Software:  (Will software be provided for use by Lead  Purchaser  under
         this Service Schedule?)

                           _____Yes ___X___No

         If so, list software to be used/provided:

<TABLE>
<CAPTION>
--------------------------------------------------------- ------------------------------------------ -------------------
Software Application                                      Number of Licenses to Be Used/Provided     Source Code Y/N
========================================================= ========================================== ===================
<S>                                                       <C>                                        <C>


--------------------------------------------------------- ------------------------------------------ -------------------

--------------------------------------------------------- ------------------------------------------ -------------------
</TABLE>



<PAGE>

                              Service Schedule # 4

                             Supply Chain Management

1. Start Date: Effective Date

2. End Date: 6 Month Anniversary of the Effective Date

3. Summary of Services:

<TABLE>
<CAPTION>
-------------------------------------------------  -------------------------------------------------------------------------
Service Name                                       Description/Other Matters
=================================================  =========================================================================
<S>                                                <C>
Information Access                                 Provide  requested  information  regarding  past and current  sourcing
                                                   strategy and contracts.
-------------------------------------------------  -------------------------------------------------------------------------
Source of Supply                                   Hold parts procured by Lead  Purchaser on  consignment.  Also,  Seller
                                                   will inform Lead  Purchaser  of upcoming  material  needs that are not
                                                   covered  by  consignment   and  assist  Lead  Purchaser  in  obtaining
                                                   materials,  which may include the  purchase of  materials on behalf of
                                                   Lead  Purchaser,   and  managing  supplier  relationships  as  further
                                                   described in the 'Supplier Management' section below.
-------------------------------------------------  -------------------------------------------------------------------------
Documentation/Cost Reduction                       Provide requested information and reasonable assistance to enable Lead
                                                   Purchaser to develop a  competitive  analysis  for material  costs and
                                                   engage new suppliers as necessary.  Provide requested  information and
                                                   reasonable  assistance in addressing  component  end-of-life and other
                                                   support,  service  and  supply  issues.  Supplier  Management  Provide
                                                   supplier  details and provide interim  supplier  management for T&C's,
                                                   supplier  quality  data,  cost  reduction  performance,  and  on  time
                                                   delivery. Without limitation of the foregoing, Seller will follow Lead
                                                   Purchasers'  reasonable  instructions with respect to suppliers of the
                                                   Business  and take all steps  reasonably  necessary  to  preserve  the
                                                   benefits of all agreements and relationships that Seller has with such
                                                   suppliers  for the  benefit  of  Lead  Purchaser,  including:  (i) not
                                                   assigning,   transferring   or   encumbering   such   agreements   and
                                                   relationships;   (ii)  providing  Lead  Purchaser  with  the  benefits
                                                   afforded Seller under such agreements and relationships (including the
                                                   benefits of warranties on a pass-through  basis as allowable under the
                                                   supplier's  warranty  terms);  (iii)  enforcing  Seller's  rights with
                                                   respect to such  agreements  and  relationships;  (iv) not amending or
                                                   altering  any  such   agreements   and   relationships   without  Lead
                                                   Purchasers'  prior written consent;  and (v) without the prior written
                                                   consent of Purchasers, not making any material statements to suppliers
                                                   regarding Lead Purchasers' plans for the Business.  Also, Seller shall
                                                   reasonably cooperate with Lead Purchaser in causing suppliers selected
                                                   by Lead Purchaser (if any) to execute  agreements  with Lead Purchaser
                                                   on terms and  conditions  offered by Lead  Purchaser  and,  until such
                                                   agreements  are reached,  purchase  materials  from such  suppliers as
                                                   requested     by,    and    on    behalf    of,    Lead     Purchaser.
-------------------------------------------------  -------------------------------------------------------------------------
Non Production  Purchases                          Provide supplier  information and support  management for any expensed
                                                   or non-production  purchases relevant to the manufacture of the product.
-------------------------------------------------  -------------------------------------------------------------------------
</TABLE>

<PAGE>


4.       Performance Standards:

         As set forth in Section 1.3 of this Transition Services Agreement.

5.       Fees:

         Seller's cost (as further  described in Section 2.1 of this Agreement).
         Seller's  invoices to Lead  Purchaser for Services  provided under this
         Service Schedule shall include a reasonably  detailed breakdown of such
         costs.

6.       Service Contacts:

         Lead Purchaser:
         Scott Wooden
         TBMS WW Sourcing Director
         400 Providence Mine Road Nevada City, CA 95945
         530-478-3777
         scott.wooden@thomson.net

         Seller:
         Kathy Kwilos
         ParkerVision, Inc.
         8493 Baymeadows Way
         Jacksonville, Florida  32256
         Phone:  904-737-1367
         kkwilos@parkervision.com

7.       Describe cost methodology and cost drivers affecting Fees (if any):

8.       Software:  (Will software be provided for use by Lead  Purchaser  under
         this Service Schedule?)

                           _____Yes ___X__No

         If so, list software to be used/provided:

----------------------- --------------------------------------- ----------------
Software Application    Number of Licenses to Be Used/Provided  Source Code Y/N

======================= ======================================= ================

----------------------- --------------------------------------- ----------------

----------------------- --------------------------------------- ----------------


<PAGE>

                              Service Schedule # 5

                           Manufacturing and Assembly

1.                       Start Date: Effective Date

2.                       End Date:  (a) With  respect to Cameraman  products:  6
                         Month  Anniversary  of  the  Effective  Date  (b)  With
                         respect to PVTV  products:  6 Month  Anniversary of the
                         Effective Date

3.                       Summary of Services:

<TABLE>
<CAPTION>
-------------------------------------------------------------- ------------------------------------------------------------
Service Name                                                   Description/Other Matters
============================================================== ============================================================
<S>                                                             <C>
Information Access                                             Provide  requested  information  regarding  past  and  current
                                                               manufacturing  and  assembly  activities  (including,  without
                                                               limitation,  product assembly  procedures).  Provide requested
                                                               information   regarding   current   status  of   manufacturing
                                                               activities.
-------------------------------------------------------------- ------------------------------------------------------------
Assemble, Manufacture and Test Products for Lead Purchaser     Per actual PO from Lead Purchaser,  acquire material on behalf
                                                               of  Purchaser  (per  Service  Schedule  4),  assemble and test
                                                               products  on  behalf  of  Lead   Purchaser,   including  using
                                                               materials  procured by Purchaser  and held on  consignment  by
                                                               Seller.
-------------------------------------------------------------- ------------------------------------------------------------
Ship products, per Lead Purchaser's instruction                Ship completed products directly to Lead Purchaser's
                                                               customers, or to any other location specified by Lead
                                                               Purchaser.
-------------------------------------------------------------- ------------------------------------------------------------
Participate,  as needed,  in the transfer of                   As needed and as requested by Lead  Purchaser or Lead
assembly, assembly, manufacturing,  testing,                   Purchaser's  authorized  agent or designee,  complete
service,  and  repair of  manufacturing  and                   all tasks in a timely  manner that would be needed to
test  equipment and activities to a products                   effectively  transfer the processes,  materials,  and
to  Lead   Purchaser  or  Lead   Purchaser's                   equipment  associated with  procurement of materials,
designated manufacturing/test location(s) of                   contractor.
Lead Purchaser's choice.
-------------------------------------------------------------- ------------------------------------------------------------
Maintain control of consigned inventories                      Maintain  physical  and   transactional   control  of
                                                               inventories  during  transition  period.   Track  and
                                                               provide  periodic  reports on materials and inventory
                                                               status.  Advise Lead Purchaser  regarding  ability to
                                                               manufacturer/assemble in accordance with Lead  Purchaser
                                                               forecasts.
-------------------------------------------------------------- ------------------------------------------------------------
Service  and  Repair  Assistance                               Provide assistance regarding service and repair of
                                                               products as reasonably requested by  Lead Purchaser.
-------------------------------------------------------------- ------------------------------------------------------------
</TABLE>


4.       Performance Standards:

         Maintain  performance  on key quality,  delivery  and cost  performance
         standards  as  practiced  by Seller  over the course of doing  business
         during  the  past.  Without  limitation  of  the  foregoing,   products
         manufactured  or assembled  hereunder  will:  (i) upon delivery to Lead
         Purchaser, be new, including with respect to all components thereof, in
         a factory  sealed carton and (ii) for a period ending 90 days following
         the date of delivery to the end-user  customer,  comply with applicable
         specifications   and  be  at  least   equal  in  quality  to   products
         manufactured  or  assembled  by  Seller  prior  to the  Effective  Date
         (collectively with item (i), the "Warranty"). Without limitation of the

<PAGE>

         rights and remedies  otherwise  available to Lead Purchaser  under this
         Agreement and at law or in equity:  (a) prior to the expiration of this
         Schedule,  Seller will promptly repair or replace,  at Lead Purchaser's
         option, products that do not comply with the foregoing Warranty and (b)
         after such expiration, Seller shall not have such repair or replacement
         responsibility,  but shall  promptly  reimburse  Lead Purchaser for the
         documented  costs of servicing  or  replacing  units that do not comply
         with the  foregoing  Warranty.  The Services  provided  hereunder,  and
         Seller's  facilities used to manufacture and assemble  products,  shall
         comply with applicable federal,  national,  state, provincial and local
         laws and  regulations.  Seller  will  not  knowingly  or  intentionally
         introduce any viruses,  worms,  Trojan  horses,  web bugs,  time bombs,
         "spyware"  or other  harmful or invasive  code or  components  into any
         products manufactured,  assembled or delivered hereunder,  nor into any
         systems of Lead Purchaser,  and Seller will exercise reasonable care to
         prevent the introduction of such code. Notwithstanding anything in this
         Agreement to the contrary,  the foregoing obligations in this Section 4
         shall survive any  expiration or  termination  of this Schedule  and/or
         this Agreement.

5.       Fees:

         Seller's cost (as further  described in Section 2.1 of this  Agreement)
         during the first three months  after the  Effective  Date.  Thereafter,
         with respect to Cameraman products,  at Seller's cost plus 7.5% through
         the End Date and, with respect to PVTV products,  at Seller's cost plus
         10%  through the End Date.  Seller's  invoices  to Lead  Purchaser  for
         Services   provided  under  this  Service   Schedule  shall  include  a
         reasonably detailed breakdown of such costs.

6.       Service Contacts:

         Lead Purchaser:

         Byron Brown
         Director, US Manufacturing Operations
         400 Providence Mine Road
         Nevada City, CA 95959
         Phone: 530 478 3211
         Email: byron.brown@thomson.net

         Seller:

         Dave Buehnemann
         Director of Manufacturing
         8493 Baymeadows Way
         Jacksonville, Florida  32256
         Phone:  904-737-1367
         Email:  dbuehnemann@parkervision.com

7.       Describe cost methodology and cost drivers affecting Fees (if any):


<PAGE>

8.       Software:  (Will software be provided for use by Lead  Purchaser  under
         this Service Schedule?)

                           _____Yes     X    No

         If so, list software to be used/provided:

----------------------- -------------------------------------- -----------------
Software Application    Number of Licenses to Be Used/Provided Source Code Y/N
======================= ====================================== =================

----------------------- -------------------------------------- -----------------

----------------------- -------------------------------------- -----------------



<PAGE>

                                    EXHIBIT B

                    Form of Supplemental Schedule of Services

1.       Schedule #:

2.       Functional Area:

         Indicate below if alternate start/end date:

         Start Date:________________
         End Date:__________________

3.       Summary  of  Services:  (Describe  the  Service(s)  to be  provided  in
         appropriate detail.)

----------------------- --------------------------------------------------------
Service Name            Description/Other Matters
======================= ========================================================

----------------------- --------------------------------------------------------

----------------------- --------------------------------------------------------

----------------------- --------------------------------------------------------

----------------------- --------------------------------------------------------

----------------------- --------------------------------------------------------

----------------------- --------------------------------------------------------

----------------------- --------------------------------------------------------

4.       Performance  Standards:  (State minimum  performance  expected for each
         Service, if different from the generally applicable standards.)

5.       Total Fees: (Attach separate Fee schedule if appropriate.)

6.       Project Manager:

         Lead Purchaser:
         Seller:


7.       Describe cost  methodology and cost drivers  affecting  estimated Total
         Fees:

8.       Describe  the  process by which the cost of the  Services  and the Fees
         will  be  adjusted  in  case of an  increase/decrease  in the  Services
         provided (if different  than as otherwise  set forth in the  Agreement)
         (Describe on an individual service basis if necessary):

9.       Software:  (Will  software be used or included  with the Services to be
         provided under this Service Schedule?)

                           _____Yes _____No


<PAGE>

         If so, list software to be provided:

<TABLE>
<CAPTION>
--------------------------------------------------------- ------------------------------------------ -------------------
Software Application                                      Number of Licenses to Be Provided          Source Code Y/N
========================================================= ========================================== ===================
<S>                                                       <C>                                        <C>

--------------------------------------------------------- ------------------------------------------ -------------------

--------------------------------------------------------- ------------------------------------------ -------------------
</TABLE>


Upon  execution of this  Service  Schedule by both  parties,  it shall be deemed
incorporated into and made part of that certain Transitional Services Agreement.

 Lead Purchaser                         Seller

 By:                                    By:
    ------------------------------         -----------------------------------
         (Authorized Signature)                (Authorized Signature)
 Date:                                  Date:
      ----------------------------           ---------------------------------
 Name:                                  Name:
      ----------------------------           ---------------------------------
 Title:                                 Title:
       ---------------------------            --------------------------------
 Address:                               Address:
         -------------------------              ------------------------------


<PAGE>

                                  Schedule 1.3

                           Business Growth Projections

The  Services  provided by Seller  hereunder  shall be capable of  supporting  a
Business  with at least US$5 million in product  revenue over the 6 month period
following the Effective Date.

</TEXT>
</DOCUMENT>
