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                                  Exhibit 10.1


                       DIGITAL TRANSMISSION SYSTEMS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


         Digital Transmission Systems, Inc., a Delaware corporation
(hereinafter referred to as the "Sponsoring Employer" or as an "Employer"), has
adopted the following Employee Stock Purchase Plan for the benefit of its
eligible employees.

         The number of shares of the Sponsoring Employer's $.0l par value
common stock (the "Common Stock") presently reserved for issuance under the
plan is 150,000 shares.

         The purpose of this plan is to provide an opportunity for eligible
employees of an Employer to share in the growth and prosperity of the
Sponsoring Employer through acquisition of shares of the Common Stock.

         The Company intends that options issued under this plan (hereinafter
"Options") constitute options issued pursuant to an "employee stock purchase
plan" within the meaning of Section 423 of the internal Revenue Code of 1986,
as amended (the "Code").


                                   ARTICLE I

                                     TITLE

         SECTON 1.01     This plan shall be known as the Digital Transmission
Systems, Inc. 1996 Employee Stock Purchase Plan (hereinafter referred to as the
"Plan").


                                   ARTICLE II

                                  DEFINITIONS

         As used herein, the following words and phrases shall have the
meanings specified below, unless a different meaning is plainly required by the
context, viz.:

         SECTION 2.01     The term "Board of Directors" or "Board" shall mean
the Board of Directors of the Sponsoring Employer.

         SECTION 2.02     The term "Closing Market Price" shall mean the price
paid in the last sale in the Nasdaq Stock Market's SmallCap Market (hereinafter
referred to as "NASDAQ") as reported by NASDAQ as of the applicable date;
provided that, if there shall be any material alteration in the present system
of reporting prices of such stock, or if such stock shall no longer be reported
by NASDAQ, the fair market value of the stock as of a particular date shall be
determined by such method as shall be specified by the Compensation Committee
of the Board and, provided further, that for so long as the

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common stock is only traded as part of a unit, the price of the common stock
shall be determined by using the price paid for a unit as described above and
attributing a price to the warrant as determined through the use of a
Black-Scholes option pricing model.

         SECTION 2.03     The term "Continuous Service" shall mean an
Employee's number of completed days or months of continuous employment with an
Employer from his last hiring date to his date of severance of employment for
any reason.  Continuous Service shall not be broken by reason of and shall be
credited for absence due to vacation, temporary sickness or "injury".

         SECTION 2.04     The term "Contribution Account" shall mean the
account established on behalf of a Member to which shall be credited the amount
of the Member's contribution, pursuant to Article IV.

         SECTION 2.05     The term "Employee" shall mean each current or future
employee of an Employer, except highly compensated employees of the Employer
(within the meaning of Section 414(q) of the Code), whose customary employment
is at least twenty (20) hours a week and is or will be more than five (5)
months in a calendar year.

         SECRION 2.06     The term "Employer" shall mean any corporation
designated by the Board of Directors of the Sponsoring Employer as an Employer
under this Plan and which is either the Sponsoring Employer or a Subsidiary of
the Sponsoring Employer.

         SECTION 2.07     The term "Exercise Date" shall man the last NASDAQ
trading date of the Plan Period.

         SECTION 2.08     The term "Grant Date" shall mean the first NASDAQ
trading date of the Plan Period.

         SECTION 2.09     The "Issue Price" shall mean the price of the stock
to be charged to participating Members at the Exercise Date as provided in
Article IV.

         SECTION 2.10     The term "Member" shall mean any Employee of an
Employer who has met the conditions and provisions for becoming a Member as
provided in Article III.

         SECTION 2.11     The term "Member's Contribution Rate" shall be that
exact number of dollars a Member elects to contribute by regular payroll
deductions to his Contribution Account as provided by Section 4.02.

         SECTION 2.12     For hourly Employees the term "Normal Monthly Pay"
shall be computed by annualizing the Employee's hourly base pay and his regular
scheduled hours of work as of the first day of the Plan Period in question and
dividing by twelve.  For salaried Employees the "Normal Monthly Pay" shall be
the Employee's regular monthly base pay as of the first day of the Plan Period
in question.

         SECTION 2.13     The term "Plan Period" shall mean the twelve (12)
month Period beginning on July 1 of a calendar year and ending on the next
succeeding June 30.

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         SECTION 2.14     The term "Sponsoring Employer" shall mean Digital
Transmission Systems, Inc., a Delaware corporation, the plan sponsor for all
purposes.

         SECTION 2.15     The term "Sponsoring Employer Stock" shall mean those
shares of the Common Stock which pursuant to section 4.01 are reserved for
issuance upon the exercise of the options granted under this Plan.

         SECTION 2.16     The term "Subsidiary" shall mean any corporation
having a relationship to the Sponsoring Employer described in Section 424(f) of
the Code, as amended.

         SECTION 2.17     Any words herein used in the masculine shall be read
and construed in the feminine where they would so apply.  Words in the singular
shall be read and construed as  though in the plural in all cases where they
would so apply.



                                  ARTICLE III

                               MEMBERSHIP IN PLAN

         SECTION  3.01     Each employee will be eligible to become a Member in
the Plan for any Plan Period if he has completed ninety (90) days of Continuous
Service with an Employer on or before the first day of the Plan Period.

         SECTION 3.02     Upon becoming a Member, said Member shall be bound by
the terms of this Plan, including any amendments hereto.

         SECTION 3.03     Each Employee who becomes eligible to become a Member
shall be furnished a summary of the Plan and a request for participation.  If
such Employee elects to participate hereunder for a Plan Period, he shall
complete such form and file it with his Employer prior to the first day of the
Plan Period (provided, however, that for the first Plan period under this Plan,
elections to participate may be filed by a date determined by the Board of
Directors).  An Employee may only become a Member in the Plan at the beginning
of a Plan Period.  The complete request for participation shall indicate the
Member's Contribution Rate authorized by the Member for such Plan Period.



                                   ARTICLE IV

                           ISSUANCE OF STOCK OPTIONS

         SECTION 4.01     The Sponsoring Employer shall reserve 150,000 shares
of Sponsoring Employer Stock for issuance upon the exercise of the options
granted hereunder.  These shares may be either authorized and unissued shares,
issued shares held in or acquired

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for the treasury of the Sponsoring Employer, or shares of stock reacquired by
the Sponsoring Employer upon purchase in the open market or otherwise.

         SECTION 4.02     Subject to the provisions of this Plan, including the
limitations contained in Section 4.06, on the Grant Date for each Plan Period
each Employee is hereby granted an Option for each Plan Period to purchase the
number of shares of Common Stock which may be purchased, at the Issue Price
determined under Section 4.04, with the aggregate amount of the Member's
contributions during the Plan Period.  In order to participate in the Plan for
a Plan Period and be granted an option hereunder, an Employee must authorize
his Employer to deduct through payroll deduction an exact  number of dollars
per month, but not less than $10.00 per month ("Member's Contribution Rate").
The maximum deduction shall be 10% of his Normal Monthly Pay from his Employer
as of the first day of the Plan Period.  Such authorization shall be in writing
and on such forms as shall be provided by the Sponsoring Employer.  Such
deductions shall begin as of the first pay period beginning on or after the
first day of the Plan Period.  For all purposes of this Plan, such
contributions shall be deemed a part of the Member's Contribution Account.
Member contributions will not be permitted to begin at any time other than the
beginning of the Plan Period.  No interest shall accrue on any amounts withheld
under this Plan.

        At any time during the Plan Period, a Member may notify the Sponsoring
Employer that he wishes to discontinue his contributions.  This notice shall be
in writing on such forms as provided by the Sponsoring Employer and shall
become effective as of a date specified by the Member but not more than  (30)
days following its receipt by the Sponsoring Employer.

        Members may elect to withdraw their contributions at any time during
the Plan Period.  However, if contributions are withdrawn during the Plan
Period, no further contributions will be permitted during the Plan Period.

        The fact that an Employee elects to participate for a Plan Period, or
fails so to elect, shall not affect his right to participate, or not to
participate, for any other Plan Period.

         SECTION 4.03     If the total number of shares to be purchased under
options by all Members for any Plan Period exceeds the number of shares
remaining authorized under this Plan, a pro rata allocation of the available
shares will be made among all Members authorizing such payroll deductions based
on the amount of the respective aggregate payroll deductions up to the Exercise
Date.

         SECTION 4.04     The Issue Price of the Sponsoring Employer Stock
under this Plan will be the lesser of (a) 85% of the Closing Market Price on
the last trading date of the Plan Period (being the Exercise Date for the Plan
Period) or (b) 85% of the Closing Market Price on the first trading date of the
Plan Period (being the Grant Date for the Plan Period).

         SECTION 4.05     On the Exercise Date a Member's Contribution Account
shall be used to purchase the maximum number of whole shares of Sponsoring
Employer Stock determined by dividing the Issue Price, defined in Section 4.04,
into the Member's Contribution Account, unless the Member has notified the
Sponsoring Employer in writing ten (10) business days prior to the Exercise
Date that the Member does not want to exercise

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any options.  Notwithstanding the foregoing, no Member may purchase more than
2,000 shares of Sponsoring Employer Stock under the Plan during any Plan
Period.  Any money remaining in a Member's Contribution Account that is not
used to purchase Sponsoring Employer Stock shall be returned to the Member.
Options granted under this Plan shall be subject to such amendment or
modification as the Sponsoring Employer shall deem necessary to comply with any
applicable law or regulation, and shall contain such other provisions as the
Sponsoring Employer shall from time to time approve and deem necessary.

         SECTION 4.06     In no event may a Member (i) receive an option which
permits his rights to purchase stock under all employee stock purchase plans of
the Employer and its parent and subsidiary corporations to accrue at a rate
which exceeds $25,000 of fair market value of such stock (determined at the
time such option is granted) for each calendar year in which such option is
outstanding at any time, or (ii) receive an option if he owns (within the
meaning of Section 423(b)(3) of the Code), immediately after the option is
granted, stock possessing five percent (5 %) or more of the total combined
voting power or value of all classes of stock of the Sponsoring Employer or its
parent or subsidiary corporation, or (iii) transfer or otherwise alienate any
option granted to him under this plan, other than by will or the laws of
descent and distribution.

         SECTION 4.07     The Sponsoring Employer stock certificates purchased
through the exercise of the option granted hereunder shall be issued to the
Member as soon as practicable after the date of such exercise.  All shares of
Sponsoring Employer Stock purchased in accordance with Section 4.05 hereof
shall be issued in the name of the Member or former Member and shall be kept in
such name by the Member or former Member until the earlier of the date the
shares are disposed of or the expiration of both of the periods described in
Section 4.11 hereof.

         SECTION 4.08     Any Employee whose employment with the Employer is
terminated for any reason, except death or retirement, during a Plan Period
shall cease being a Member immediately.  The balance of the Member's
Contribution Account shall be paid to such Member, or his legal representative,
as soon as practicable after his termination.  Any options granted to such
Member shall be deemed null and void.

         SECTION 4.09     If a Member shall die during the Plan Period, no
further contributions on behalf of the deceased Member shall be made.  The
Executor or administrator of the deceased Member may elect to withdraw the
balance in said  Member's Contribution Account by notifying the  Employer in
writing prior to the last day of the Plan Period.  In the event no election to
withdraw has been made, the balance accumulated in the Member's Contribution
Account shall be used to purchase shares of Sponsoring Employer's Stock in
accordance with Section 4.05 hereof.

         SECTION 4.10     If a Member shall retire during a Plan Period, no
further contributions on behalf of the retired Member shall be made.  The
Member May elect to withdraw the balance in his Contribution Account by
notifying the Employer in writing prior to the last day of the Plan Period.  In
the event no election to withdraw has been made, the balance accumulated in the
retired Member's Contribution Account shall be used to purchase shares of the
Sponsoring Employer's Stock in accordance with Section 4.05 hereof.

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         SECTION 4.11     If a Member or former Member disposes of a share of
Sponsoring Employer Stock obtained under this Plan (i) prior to two (2) years
after the Grant Date of such share, or (ii) prior to one (1) year after the
Exercise Date, then that Member or former Member must notify the Sponsoring
Employer immediately of such disposition in writing.





                                   ARTICLE V

                                 MISCELLANEOUS

         SECTION 5.01     The Sponsoring Employer or an individual delegated
such authority by the Sponsoring Employer shall administer the Plan and keep
records of individual Member benefits.  The Compensation Committee of the Board
shall interpret the terms and intent of the Plan and shall determine all
questions arising in the administration, interpretation and application of the
Plan, and all such determinations by the Compensation Committee shall be
conclusive and binding on all persons.

         SECTION 5.02     Each Member, former Member, or any other person who
shall claim any right or benefit under this Plan, shall be entitled only to
look to the Employer for such benefit.

         SECTION 5.03     The Compensation Committee of the Board may, at any
time or from time to time, amend the Plan in any respect, except that approval
of the stockholders of the Sponsoring Employer will be required for any
amendment for which stockholder approval is required under Section 423 of the
Code or any other applicable law.  The Compensation Committee may at any time
terminate the Plan effective as of the last day of any Plan Period or may
terminate the right of Members to make contributions or further contributions
under the Plan during any Plan Period.

         SECTION 5.04     The Employer will pay all expenses of administering
this Plan that may arise in connection with this Plan.

         SECTION 5.05     Any rules, regulations, or procedures that may be
necessary for the proper administration or functioning of this plan that are
not covered in this Plan shall be promulgated and adopted by the Compensation
Committee of the Board.

         SECTION 5.06     Any headings or subheadings in this Plan are inserted
for convenience of reference only and are to be ignored in the construction of
any Provisions hereof.

         SECTION 5.07     This Plan shall be construed in accordance with the
laws of the  State of Georgia.

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         SECTION 5.08     A misstatement of fact as to an Employee's length of
Continuous Service, date of employment or any such other matter shall be
corrected when it becomes known that any such misstatement of fact has
occurred.

         SECTION 5.09     The options granted hereunder are not transferrable
by the Member otherwise than by will or the laws of descent and distribution,
and are exercisable during the Member's lifetime only by him.  If a Member
attempts such assignment, transfer or alienation, his Employer shall disregard
that action.

         SECTION 5.10     This Plan is intended to be an "employee stock
purchase plan" qualified under Section 423 of the Code, and it shall be
interpreted and administered by the Sponsoring Employer in such a manner as to
insure that the Members receive the benefits provided by such a plan.

         SECTION 5.11     This Plan shall not be deemed to constitute a
contract between an Employer and any Member or to be a consideration or an
inducement for the employment of any Member or Employee.  Nothing contained in
this Plan shall be deemed to give any Member or Employee the right to be
retained in the service of an Employer or to interfere with the right of an
Employer to discharge any Member or Employee at any time regardless of the
effect which such discharge shall have upon him as a Member of the Plan.

         SECTION 5.12     No liability whatever shall attach to or be incurred
by any past, present or future shareholders, officers or directors, as such, of
the Employer, under or by reason of any of the terms, conditions or agreements
contained in this Plan or implied therefrom, and any and all liabilities of,
and any and all rights and claims against, the Employer, or any shareholder,
officer or director as such, whether arising at common law or in equity or
created by statute or constitution or otherwise, pertaining to this Plan, are
hereby expressly waived and released by every Member, as a part of the
consideration for any benefits by the Employer under this Plan.

         SECTION 5.13     Notwithstanding any other provisions of this Plan, in
order for this plan to continue as effective, it must be approved by the
shareholders of the Sponsoring Employer during the period commencing twelve
(12) months prior to and ending twelve (12) months after it is adopted by the
Board.

         SECTION 5.14     The aggregate number of  shares of Sponsoring
Employer Stock reserved for purchase under the Plan as provided in Section 4.01
hereof, and the calculation of the Issue Price per share as provided in Section
4.04 hereof and the maximum  number of shares which may be purchased by each
Member pursuant to Section 4.05 hereof shall be appropriately adjusted to
reflect any increases or decreases in the number of issued shares of Sponsoring
Employer Stock resulting from a subdivision or consolidation of shares or other
capital adjustment, or payment of a stock dividend, stock split, or other such
increase or decrease in such shares of Sponsoring Employer Stock.  In the event
of a dissolution or liquidation of the Sponsoring Employer or a merger or
consolidation in which the Sponsoring Employer is not the surviving corporation
or survives only as a subsidiary of another corporation, each outstanding
option granted under this Plan shall terminate except to the extent that
another corporation assumes such option or substitutes another option therefor.

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         SECTION 5.15     The Sponsoring Employer's obligation to sell and
deliver stock under the Plan is at all times subject to all approvals of any
governmental authorities required in connection with the authorization,
issuance, sale or delivery of such stock.

         SECTION 5.16     Any notice which the Sponsoring Employer or Member
may be required or permitted to give to each other shall be in writing, and may
be delivered personally or by mail, postage prepaid, addressed as follows:  if
to the Sponsoring Employer to the Chief Financial Officer, Digital Transmission
Systems, Inc., 3000 Northwoods Parkway, Building 330, Norcross, Georgia  30071,
or at such other address as the Sponsoring Employer, by notice to the Members,
may designate in writing from time to time; if to any other Employer, to the
address designated by such Employer in a written notice to the Members; and if
to the Member, at the address shown on the records of the Sponsoring Employer,
or at such other address as the Member, by notice to the Sponsoring Employer,
may designate in writing from time to time.

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