CERTIFICATE OF DESIGNATIONS OF THE
                  PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS
                           OF SERIES E PREFERRED STOCK
                              OF PARKERVISION, INC.

      Pursuant to Section 607.0602 of the Florida Business Corporation Law,
ParkerVision, Inc., a Florida corporation (the "Corporation").

      DOES HEREBY CERTIFY that pursuant to the authority conferred upon the
Board of Directors by the Articles of Incorporation of the Corporation and
pursuant to Section 607.0602 of the Florida Business Corporation Law, said Board
of Directors at a meeting duly held on October 18, 2005 has duly adopted a
resolution providing for the issuance of a series of 100,000 shares of Series E
Preferred Stock, par value $.01 per share, which reads as follows:

      First: The name of the corporation is ParkerVision, Inc.

      Second: The following amendment to the Amended Articles of Incorporation
was approved and adopted on October 18, 2005, as prescribed by Section 607.1006
of the Florida 1989 Business Corporation Act, by the board of directors at a
meeting without shareholder approval, and approval by the shareholders of the
Corporation was not required.

      Third: This amendment is to be effective immediately on filing.

      Fourth: Article IV of the Amended Certificate of Incorporation is further
amended to add the following:

      Series E Preferred Stock
      ------------------------

      There is hereby designated, out of the authorized but unissued shares of
Preferred Stock of the Corporation, a series thereof, and the number of shares,
voting powers, designation, preferences, and relative, participating, optional,
and other special rights, and the qualifications, limitations, and restrictions
thereof, of the shares of such series (in addition to those set forth in the
Articles of Incorporation, as amended, which are applicable to the Preferred
Stock of all series), shall be as follows:

            (1) The distinctive serial designation of this series shall be
"Series E Preferred Stock" (hereinafter called "this Series"). Each share of
this Series shall be identical in all respects with the other shares of this
Series except as to the dates from and after which dividends thereon shall be
cumulative.

            (2) The number of shares in this Series shall initially be 100,000,
which number may from time to time be increased or decreased (but not below the
number then outstanding) by the Board of Directors. Shares of this Series
purchased by the Corporation shall be canceled and shall revert to authorized
but unissued shares of Preferred Stock undesignated as to series. Shares of this
Series may be issued in fractional shares, which fractional shares shall entitle
the holder, in proportion to such holder's fractional share, to all rights of a
holder of a whole share of this Series.

            (3) The holders of full or fractional shares of this Series shall be
entitled to receive, when and as declared by the Board of Directors, but only
out of funds legally available therefor, dividends, (A) on each date that
dividends or other distributions (other than dividends or distributions payable
in Common Stock of the Corporation) are payable on or in respect of Common Stock
comprising part of the Reference Package (as defined below), in an amount per
whole share of this Series equal to the aggregate amount of dividends or other
distributions (other than dividends or distributions payable in Common Stock of
the Corporation) that would be payable on such date to a holder of the Reference
Package and (B) on the last day of March, June, September and December in each
year, in an amount per whole share of this Series equal to the excess (if any)
of $100 over the aggregate dividends paid per whole share of this Series during
the three-month period ending on such last day. Each such dividend shall be paid
to the holders of record of shares of this Series on the date, not exceeding 60
days preceding such dividend or distribution payment date, fixed for that
purpose by the Board of Directors in advance of payment of each particular
dividend or distribution. Dividends on each full and each fractional share of
this Series shall be cumulative from the date such full or fractional share is
originally issued; provided that any such full or fractional share originally
issued after a dividend record date and on or prior to the dividend payment date
to which such record date relates shall not be entitled to receive the dividend
payable on such dividend payment date or any amount in respect of the period
from such original issuance to such dividend payment date.

                                      B-1


      The term "Reference Package" shall initially mean 10,000 shares of Common
Stock, par value $0.01 per share ("Common Stock"), of the Corporation. In the
event the Corporation shall at any time (A) declare or pay a dividend on any
Common Stock payable in Common Stock, (B) subdivide any Common Stock or (C)
combine any Common Stock into a smaller number of shares, then and in each such
case the Reference Package after such event shall be the Common Stock that a
holder of the Reference Package immediately prior to such event would hold
thereafter as a result thereof.

      Holders of shares of this Series shall not be entitled to any dividends,
whether payable in cash, property or stock, in excess of full cumulative
dividends, as herein provided, on this Series.

            (4) In the event of any merger, consolidation, reclassification or
other transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property, then in
any such case the shares of this Series shall at the same time be similarly
exchanged or changed in an amount per whole share equal to the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, that a holder of the Reference Package would be entitled to receive
as a result of such transaction and the redemption price will be adjusted.

            (5) In the event of any liquidation, dissolution or winding up of
the affairs of the Corporation, whether voluntary or involuntary, the holders of
full and fractional shares of this Series shall be entitled, before any
distribution or payment is made on any date to the holders of the Common Stock
or any other stock of the Corporation ranking junior to this Series upon
liquidation, to be paid in full an amount per whole share of this Series equal
to the greater of (A) $100 or (B) the aggregate amount distributed or to be
distributed in connection with such liquidation, dissolution or winding up to a
holder of the Reference Package (such greater amount being hereinafter referred
to as the "Liquidation Preference"), together with accrued dividends to such
distribution or payment date, whether or not earned or declared. If such payment
shall have been made in full to all holders of shares of this Series, the
holders of shares of this Series as such shall have no right or claim to any of
the remaining assets of the Corporation.

      In the event the assets of the Corporation available for distribution to
the holders of shares of this Series upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such holders are entitled
pursuant to the first paragraph of this Section (v), no such distribution shall
be made on account of any shares of any other class or series of Preferred Stock
ranking on a parity with the shares of this Series upon such liquidation,
dissolution or winding up unless proportionate distributive amounts shall be
paid on account of the shares of this Series, ratably in proportion to the full
distributable, amounts for which holders of all such parity shares are
respectively entitled upon such liquidation, dissolution or winding up.

                                      B-2


      Upon the liquidation, dissolution or winding up of the Corporation, the
holders of shares of this Series then outstanding shall be entitled to be paid
out of assets of the Corporation available for distribution to its shareholders
all amounts to which such holders are entitled pursuant to the first paragraph
of this Section (5) before any payment shall be made to the holders of Common
Stock or any other stock of the Corporation ranking junior upon liquidation to
this Series.

      For the purposes of this Section (5), the consolidation or merger of, or
binding share exchange by, the Corporation with any other corporation shall not
be deemed to constitute a liquidation, dissolution or winding up of the
corporation.

            (6) This Series shall rank junior to all other series or classes of
Preferred Stock of the Corporation, now existing or hereafter created, as to
payment of dividends and the distribution of assets, unless the terms of any
such other series or class shall provide otherwise.

            (7) In addition to any other vote or consent of shareholders
required by law or by the Certificate of Incorporation of the Corporation, each
whole share of this Series shall, on any matter, vote as a class with any other
capital stock comprising part of the Reference Package and voting on such matter
and shall have the number of votes thereon that a holder of the Reference
Package would have.

      IN WITNESS WHEREOF, we have executed this Certificate of Designations this
21st day of November, 2005

PARKERVISION, INC.


BY:   __________________
      Jeffrey L. Parker,
      Chairman of the Board


BY:   ___________________
      Stacie Wilf,
      Secretary


                                      B-3