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                                                                   EXHIBIT 10.33
                            PERSONAL AND CONFIDENTIAL


                              EMPLOYMENT AGREEMENT

This Agreement is made April 13, 1999, by and between Digital Transmission
Systems, Inc., a Delaware corporation with offices at 3000 Northwoods Parkway,
Bldg 330, Norcross, GA 30071, ("DTS") and Woodrow Cannon (the "Employee") who
resides at 125 Steeple Gate Lane, Roswell, GA 30076.

WITNESSETH

WHEREAS, the Employee desires to be employed by DTS ("the Employer") and the
Employer desire(s) to employ the Employee upon the terms and conditions
hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises,
covenants and agreements hereinafter contained the parties hereto agree as
follows:

I. EMPLOYMENT

1.1   Employment. Subject to the provisions for termination as hereinafter
      provided, the terms of this Agreement shall begin on the date first
      written above and shall terminate on April 12, 2001 (the "Employment
      Period"). The date of termination of employment whether initiated by
      Employee or Employer is hereinafter designated "Date of Termination." The
      time between the Date of Termination and the point at which the terminated
      Employee receives no more compensation, aside from vacation pay or other
      insurance or medical benefits, from the Employer as provided herein is
      hereinafter designated the "Severance Period". Compensation payments
      during the Severance Period will be referred to herein as "Severance
      Payments."

1.2   Renewal. Subject to the provisions for termination as hereinafter
      provided, this Agreement shall be automatically renewed for two (2)
      successive one (1) year terms commencing on April 13, 2001 (the "Renewal
      Periods") unless, during the following periods, either party to this
      Agreement shall notify the other party, the Employee being one of the
      parties, in writing of its desire not to renew this Agreement; provided,
      however, any action required to be taken with respect to this Employment
      Agreement by the Employer shall only be taken after the Compensation
      Committee(s) of the Employer approves such action, and provided that a
      notice period of sixty (60) days is required in order to prevent an
      automatic renewal of this Agreement.

1.3   Duties.
      Subject to Section 1.4, the Employee hereby promises to perform and
      discharge well and favorably the duties of DTS PRESIDENT & CHIEF OPERATING
      OFFICER ("President") and to perform services in such additional
      capacities as may be directed by the DTS CEO and/or the DTS Board of
      Directors. As DTS President, the Employee's duties shall consist of the
      usual and customary duties of his position and he shall be subject to the
      direction of the DTS 



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     CEO or the DTS Board of Directors, and shall at all times have the
     authority as shall reasonably be required to enable him to discharge
     such duties in an efficient manner.

1.4  Redesignation. The Employer may, in its discretion, elect or appoint the
     Employee to offices or positions at DTS other than, or in addition to DTS
     President, (hereinafter the "Redesignation") by providing the Employee with
     prompt written notice of the Redesignation. If any Redesignation and
     related addition to and/or reduction of Employee's duties results in a
     substantial net change in the scope of the Employee's responsibilities, the
     Employee may elect, in his sole discretion, not to accept such
     Redesignation and to resign upon providing written notice of his
     resignation to the Employer not less than thirty (30) days after the
     Employee has been provided with written notice of the Redesignation. In
     such event, if such termination of employment occurs following a
     Redesignation during the Employment Period, the Employer shall pay the
     Employee his total monthly compensation rate, as provided herein, for
     twelve (12) months following the effective date of such resignation or
     until March 1, 2001, whichever is longer. In the event that the
     Redesignation shall occur at any time after the Employment Period, and
     during one of the Renewal Periods, the Employer shall pay the Employee his
     total monthly compensation rate, as provided herein, for twelve (12) months
     following the effective date of such resignation. All sums owing hereunder
     in the event of a Redesignation and a subsequent resignation by the
     Employee shall be paid on regular payroll periods of the Employer following
     the effective date of such resignation.

1.5  Other Business Activities. The Employee shall devote his full time
     attention and energies to the business of the Employer and shall not, so
     long as he remains in the employ of the Employer, be engaged in any other
     employment or business of substantial nature, whether or not such business
     activity is pursued for gain and profit, without the written consent of the
     Employer. Nothing contained herein, however, shall be construed as
     preventing the Employee from (i) making passive investments of his assets
     in such form or manner as he desires, providing such investments: (a) do
     not require the Employee to render services in the operations or affairs of
     the firms, corporations or other entities in which such investments are
     made, and (b) are not made in any business directly or indirectly competing
     with the Employer or its (their) subsidiaries or affiliated corporations,
     if any, unless the stock of such company is listed on a national stock
     exchange and the Employee owns less than three percent (3%) of the
     outstanding voting securities, or (ii) becoming a member of the Board of
     Directors of any other corporation that the Employee desires, provided that
     the corporation upon whose Board the Employee is a member of is not, in the
     sole discretion of the Employer's Board of Directors, in competition with
     the business of the Employer.

II. COMPENSATION

2.1   Annual Salary. The Employer shall pay to the Employee in compensation for
      Employee's services hereunder to Employer, in aggregate, a Base Salary for
      the Employment Period at an annualized rate of One Hundred and Sixty
      Thousand Dollars ($160,000) payable in equal periodic installments in
      accordance with the customary payroll policy of the Employer.

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     Should this Agreement be renewed per Section 1.2, the Employee will have a
     performance review and a compensation review on an annual basis. On the
     basis of these reviews, the Employee's total compensation package - base
     salary, bonus amount and stock option grants - will be revised, if
     warranted, to provide continuing incentives and recognize and reward
     performance in leadership commensurate with the position held by the
     Employee. In addition, the Employee will also be eligible for an Executive
     Bonus under the Management Bonus Program approved annually by the Employer
     whereby both the Employer and the Employee meet mutually agreeable goals.
     An accelerator of 2X, i.e., twice the bonus for achieving the same goals
     again, will apply for performance "above plan" or above the mutually
     agreeable goals. The Compensation Committee of the Employer will review
     the amount of the Employee's bonus for each fiscal year and may increase
     the bonus amount. The sum of the annual base salary plus the sum of the
     last four quarters of Executive Bonus earned divided by twelve are defined
     as the total "monthly compensation rate" in this Agreement.

2.2  Expenses. The Employer agrees to promptly reimburse the Employee against
     his receipts for all reasonable business expenses incurred by him during
     the Employment Period or Renewal Periods in connection with the
     performances of his services hereunder.

2.3  Stock Options and Other Incentive Plans. As part of this Agreement the
     Employee will be granted options on an additional One Hundred Thousand DTS
     common shares at the market price of the date of this Agreement and which
     shall vest quarterly over a period of three years. The Employee shall also
     continue to be eligible to participate in any Incentive Stock Option or
     Non-Qualified Stock Option Plan or other incentive plans duly approved by
     the Board of Directors for implementation within DTS and based on mutually
     agreeable goals.

2.5  Additional Benefits. In accordance with DTS Policy while an employee of
     DTS, the Employee shall continue to be entitled to four weeks vacation
     annually, medical insurance, and other fringe benefits made available to
     the respective Employer's employees generally.

III. TERMINATION OF EMPLOYMENT

3.1  Termination Due To Death. If during the Employment Period or Renewals
     thereof, Employee shall die, this Agreement shall terminate, except that
     the monthly compensation rate or other amounts payable hereunder, to or for
     the benefit of Employee shall be paid for one (1) year following the death
     of the Employee to such person or persons as Employee may designate by
     notice to the Employer from time to time or, in the absence of such
     designation, to his legal representatives.

3.2   Termination Due To Disability. If during the Employment Period, or
      Renewals thereof, Employee shall become physically or mentally disabled,
      whether totally or partially, so that he is unable substantially to
      perform his services hereunder (i) for a period of 120 



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     consecutive days, or (ii) for shorter periods aggregating 180 days during
     any period of twelve consecutive months, the Employer may at any time after
     the last day of the 120 consecutive days of disability or the day on which
     the shorter periods of disability shall have equaled an aggregate of 180
     days, by 10 days written notice to Employee (but before Employee has
     recovered from such disability), terminate this Agreement. Notwithstanding
     such disability, the Employer shall continue to pay Employee compensation
     or other amounts payable hereunder, to or for the benefit of Employee up to
     and including the date twelve months after the effective date of such
     termination.

3.3  Termination for Cause. The Employer may at any time during the Employment
     Period and any Renewals thereof, by notice, terminate this Agreement and
     discharge the Employee for cause, whereupon the Employer's obligation to
     pay any compensation, severance allowance, or other amounts payable
     hereunder to or for the benefit of Employee shall terminate on the date of
     such discharge, notwithstanding anything herein contained to the contrary.
     As used herein, the term "for cause" shall be deemed to mean and include
     chronic substance abuse; misappropriation of any money or other assets or
     properties of the Employer or its subsidiaries; willful violation of
     specific and lawful written directions from his superiors or from the Board
     of Directors of the Employer; willful failure or refusal to perform the
     services required of Employee under this Agreement; other breaches of the
     covenants contained herein; willful disclosure of trade secrets or other
     confidential information resulting in substantial detriment to the Employer
     as documented by the Employer under oath or affirmation; conviction in a
     court of competent jurisdiction of any crime involving the funds or assets
     of the Employer including, but not limited to, embezzlement and larceny;
     any civil or criminal conduct or personal misbehavior including sexual
     harassment which is detrimental to the image, reputation, welfare or
     security of the Employer where such misconduct or misbehavior and judgment
     have been documented by the Employer under oath or affirmation; and any
     other acts or omissions that constitute grounds for cause under the laws of
     the states of Georgia, Delaware, California, Massachusetts or Illinois, or
     such other states or locations wherein the Employer may have operations.

3.4  Termination Without Cause. The Employer may terminate this Agreement
     "without cause" at any time upon sixty (60) days written notice to the
     Employee. In the event the Employer does terminate this Agreement without
     it being for cause, the Employee, if requested in writing by the Employer,
     shall continue to render services at full compensation until the effective
     date of such termination; but in no case shorter than sixty (60) and longer
     than ninety (90) days. Thereafter, during the Employment Period, Employee
     shall be paid at his total monthly compensation rate for twelve (12) months
     following the effective date of such termination, or until April 12, 2001,
     whichever is the longer period, constituting the Severance Period under
     this Section. In the event such termination pursuant to this Section 3.4
     occurs during any of the Renewal Periods after April 12, 2001, the Employee
     shall be paid his total monthly compensation rate for twelve (12) months
     following the date of termination, constituting the Severance Period under
     this Section, as well as all other amounts payable hereunder. Termination
     "without cause" shall include: the ceasing of 



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      operations due to bankruptcy, and/or the general inability of the Employer
      to meet the Employer's obligations as they become due, or upon non-renewal
      of this Agreement.

3.5   Termination Without Cause Following a Change in Control. This Agreement
      may be terminated by Employer, or successor to Employer, upon sixty (60)
      days written notice to Employee upon the happening of any of the following
      events:

      a.  Sale by Employer of substantially all of its assets;

      b.  Sale, exchange or other disposition of two-thirds or more of the
          outstanding capital stock of the Employer;

      c.  Merger or reorganization in which shareholders of the Employer
          immediately prior to such merger or reorganization receive less than
          fifty percent (50%) of the outstanding voting shares of the successor
          corporation.

      d. Change in Employer Board of Directors membership of more than fifty
         percent.

      In the event that the Employee's employment is terminated without cause
      within two years following a change of control, the Employer or successor
      to Employer shall:

      a. Pay to Employee, in installments, the Employee's total compensation
         rate for twelve (12) months and all other amounts payable hereunder
         following the effective date of such termination or until April 12,
         2001, whichever is the longer period, constituting the Severance Period
         under this Section.

      b. In the event such termination occurs during any of the Renewal Periods,
         pay to Employee his monthly compensation rate for twelve (12) months or
         until the end of the renewal period, whichever is longer plus all other
         amounts payable hereunder, constituting the Severance Period under this
         Section.

      c. Pay to Employee any Executive Bonus awarded but not yet paid.

      d. Continue Employee's coverage in all benefit programs in which he was
         participating on the date of his termination of employment until the
         earlier of (a) the date he receives equivalent coverage and benefits
         under plans and programs of a subsequent employer, or (b) if
         termination occurs during the term of this Agreement, a date twelve
         months after the date of termination.

      e. Accelerate vesting of stock options by two (2) years.

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3.6.  Employee Resignation. The Employee has the right at any time to
      voluntarily resign his employment, by giving sixty (60) days written
      notice to the Employer. All compensation payable under this Agreement can
      be paid in a lump sum within thirty (30) days of the Date of Termination,
      solely at the option of the Employee. In the event of voluntary
      resignation, the Employee will be bound by Section IV and Section V of
      this Agreement.

3.7.  Status during Severance Period. If the Employee is terminated without
      cause as defined in Section 3.4 or 3.5, whatever vacation compensation due
      Employee on the Date of Termination will be added to compensation due
      Employee during the Severance Period. If Employee breaches any covenant
      contained in this Agreement, inclusive of those contained in Section IV
      and V, any benefits (including stock option vesting) and payments
      otherwise due under the terms of this Agreement shall cease and Employer
      shall have no further liability for such payments. Stock Options held by
      Employee at Date of Termination will continue to vest during the Severance
      Period. All compensation payable during the Severance Period may be paid
      in a lump sum within thirty (30) days of the Date of Termination, solely
      at the option of the Employee by giving written notice to Employer within
      ten (10) days of the Date of Termination.

3.8.  Waiver and Mutual Release upon Termination. Should Employee receive
      compensation and/or benefits, during a Severance Period, for termination
      without cause as defined in Section 3.4 or 3.5, and excepting for the set
      of benefits and compensation stated herein due Employee during such
      Severance Period, effective as of the Date of Termination the Employer and
      the Employee will otherwise completely, mutually and reciprocally release,
      discharge, acquit each other from all other claims, contracts, actions,
      suits, demands, agreements, liabilities, and proceedings of every nature
      and description both at law and in equity that either party has or may
      have against the other, arising from the beginning of time to the date of
      termination, including but not necessarily limited to any incident or
      claim resulting from employment with Employer.


IV. COVENANTS NOT TO COMPETE

4.1   The Employee agrees that (i) during the term of this Agreement, or in the
      event of a termination pursuant to Section 3.3 and, thereafter for a
      period of twelve (12) months or (ii) in the event of a termination
      pursuant to Sections 3.4 or 3.5 or 3.6 or upon resignation upon
      Redesignation for the Interim Period as defined in Section 1.4, and for
      the period from the effective date of such termination until the
      expiration of a period of twelve months following the termination of
      employment, he will not act as a principal, agent, Employee, employer,
      consultant, control person, stockholder, director or co-partner of any
      person, firm, business entity other than the Employer, or in any
      individual representative capacity whatsoever, directly or indirectly,
      with up to five companies, including their wholly owned subsidiaries or
      divisions, specified by the Employer in Schedule A and may be modified
      from time to time at the option of the Employer. The employee will not:

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      a)    engage or participate or be employed in any of these five companies
            whose products or services are competitive with those of the
            Employer anywhere in the United States of America; provided,
            however, that the ownership by the Employee of not more than three
            percent (3%) of a corporation or similar business venture shall not
            be deemed to be a violation of this covenant as long as the Employee
            does not become a controlling person or actively involved in the
            management of such corporation or business venture;

      b)    approach, solicit business from, or otherwise do business or deal
            with any customer of the Employer in connection with any product or
            service from one of these five companies competitive with any
            provided by the Employer; provided, however, the Employee may
            approach, solicit business from, or otherwise do business or deal
            with any subsidiary or division of any customer of the Employer
            provided that such customer's division or subsidiary does not
            provide a product or service competitive with any provided by the
            Employer.

      c)    approach, counsel, solicit, assist to solicit or attempt to induce
            any person who is then in the employ of the Employer, its affiliates
            or subsidiaries to leave the employ of the Employer, or employ, or
            attempt to employ on behalf of any person or entity any such person
            or persons who at any time during the preceding six months was in
            the employ of the Employer;

      d)    aid or counsel any other person, firm, corporation or business
            entity to do any of the above.

      e)    For purposes of this Section 4.1, the term "customer" shall mean (i)
            any person or entity who was a customer of the Employer at any time
            during the last two months of the Employee's employment by the
            Employer; (ii) any prospective customer to whom the Employer had
            made a presentation, or similar offering of product(s) during the
            last year of the Employee's employment by the Employer.

      f)    The Employee acknowledges (i) that his position with the Employer
            requires performance of services which are special, unique,
            extraordinary and intellectual in character and places him in a
            position of confidence and trust with the customers and employees of
            the Employer, through which, among other things, he shall obtain
            knowledge of such organization's "technical information" and "know
            how" and become acquainted with their customers, in which matters
            such organizations have substantial proprietary interests, (ii) that
            the restrictive covenants set forth above are necessary in order to
            protect and maintain such proprietary interests and other legitimate
            business interests of the Employer, and (iii) that the Employer
            would not have entered into this Agreement unless such covenants
            were included herein.

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      g)    The Employee also acknowledges that the business of the Employer
            presently extends throughout the world, that he has personally
            supervised or engaged in such business on behalf of the Employer, or
            will do so pursuant to the terms of this Agreement, and,
            accordingly, it is reasonable that the restrictive covenants set
            forth above are not more limited as to geographic area than is set
            forth therein. The Employee also represents to the Employer that the
            enforcement of such covenants will not prevent the Employee from
            earning a livelihood.

      If any of the provisions of this Section, or any part thereof, is
      hereinafter construed to be invalid or unenforceable, the same shall not
      affect the remainder of such provision or provisions, which shall be given
      full effect, without regard to the invalid portions. If any of the
      provisions of this Section, or any part thereof, is held to be
      unenforceable because of the duration of such provision, the area covered
      thereby or the type of conduct restricted therein, the parties agree that
      the court making such determination shall have the power to modify the
      duration, geographic area and/or other terms of such provision and, as so
      modified, said provision shall then be enforceable. In the event that the
      courts of any one or more jurisdictions shall hold such provisions wholly
      or partially unenforceable by reason of the scope thereof or otherwise, it
      is the intention of the parties hereto that such determination not bar or
      in any way affect the Employer's right to the relief provided for herein
      in the courts of any other jurisdictions as to breaches or threatened
      breaches of such provisions in such other jurisdictions, the above
      provisions as they relate to each jurisdiction being, for this purpose,
      separable into diverse and independent covenants.

V. CONFIDENTIAL INFORMATION

5.1   Disclosure of Information. The Employee recognizes and acknowledges that
      the financial information, trade secrets, technical information, and
      confidential or proprietary information of the Employer, including such
      information as may exist from time to time, and information as to the
      identity of customers or prospective customers of the Employer and other
      similar items, are valuable, special and unique assets of the Employer's
      business, access to and knowledge of which are essential to the
      performance of the duties of the Employee hereunder. Unless compelled by
      court order or other legal process including legal claims by Employee of
      breach of this Agreement by Employer, the Employee will not, during or
      after the term hereof, in whole or in part, disclose such secrets or
      confidential, technical or proprietary information to any person, firm,
      corporation, association or other entity for any reason or purpose
      whatsoever, nor shall the Employee make use of any such property or
      information for his own purpose or for the benefit of any person, firm,
      corporation or other entity (except the Employer) under any circumstances,
      during or after the term hereof, provided that after the term hereof these
      restrictions shall not apply to such secrets or information which are then
      in the public domain (provided that the Employee was not responsible,
      directly or indirectly, for such secrets or information entering the
      public domain without the consent of the Employer).

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5.2   Ownership of Inventions. All of the Employee's right, title and interest
      in all developments or improvements devised or conceived by the Employee,
      alone or with others, during his working hours, as well as in all
      developments or improvements devised or conceived by the Employee, alone
      or with others, which relate to any business in which the Employer is then
      engaged or contemplating engaging in, regardless of when devised or
      conceived, is the exclusive property of the Employer. The Employee shall
      promptly disclose all such developments and improvements to the Employer.
      The Employee shall not use or disclose any such developments or
      improvements, other than in furtherance of the Employer's business,
      without the Employer's prior written consent

5.3   Return Memoranda. Employee hereby agrees to deliver to the Employer within
      five days of the date of termination of his employment, or at any other
      time the Employer may so request, all keys, credit cards issued by the
      Employer to the Employee, equipment including calculators, personal
      computers, organizers, cellular telephones, memoranda, notes, records,
      reports, manuals, drawings and other documents (and all copies thereof)
      relating to the Employer's business and all property associated therewith,
      which he may then possess or have under his control.

5.4   Confidentiality of this Agreement. Employee hereby agrees to not disclose,
      directly or indirectly, either the amount or terms of this Agreement to
      any person other than Employee's immediate family, attorney and
      accountant, unless compelled to do so by court order or other lawful
      process including claims by Employee of breach of contract by Employer.

5.5   Non-disparagement. Except in legal claims by Employee of breach of
      contract by Employer, Employee agrees not to: (a) encourage, support, or
      solicit claims against the Employer; (b)criticize, denigrate, or otherwise
      speak adversely regarding the Employer, its policies and practices and/or
      its personnel, officers, or directors.

VI. INJUNCTIVE RELIEF

6.1   The Employee acknowledges that the remedy at law for any breach or
      threatened breach of Articles IV and V hereof by the Employee will be
      inadequate, and that, accordingly, the Employer shall, in addition to all
      other available remedies (including the immediate termination of any
      compensation and/or benefits during the Severance Period and without
      limitation , seeking such damages as it can be shown it has sustained by
      reason of such breach), be entitled to injunctive relief without being
      required to post bond or other security, and without having to prove the
      inadequacy of the available remedies at law. The Employee agrees not to
      plead or defend on grounds of adequate remedy at law or any similar
      defense in any action by the Employer against him, or injunctive relief,
      or for specific performance of any of his obligations pursuant to Articles
      IV and V hereof. Nothing herein shall be construed as prohibiting the
      Employer from pursuing any other remedies for such breach or threatened
      breach.

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VII. MISCELLANEOUS PROVISIONS

7.1   Notices and Communications. All notices and communications hereunder shall
      be in writing and shall be hand-delivered or sent postage prepaid by
      registered or certified mail, return receipt requested, to the address
      first above written or to such other address of which notice shall have
      been given in the manner herein provided.

7.2   Entire Agreement. All prior or contemporaneous agreements and
      understandings between the parties with respect to the subject matter of
      this Agreement are superseded by this Agreement, and this Agreement
      constitutes the entire understanding between the parties. This Agreement
      may not be modified, amended, changed or discharged except when executed
      in writing and signed by both parties hereto, and then only to the extent
      therein set forth.

7.3   Assignment. This Agreement may be assigned by the Employer and shall be
      binding upon and inure to the benefit of the Employer's assigns and
      successors. The services to be performed by the Employee pursuant to this
      Agreement may not be assigned by the Employee.

7.4   Waiver. No waiver of any breach of this Agreement or of any objection to
      any act or omission connected herewith shall be implied or claimed by any
      party, or be deemed to constitute a consent to any continuation of such
      breach, act or omission, unless in a writing signed by the party against
      whom enforcement of such waiver or consent is sought, and then only to the
      extent therein set forth.

7.5   Indemnification. The Employer will indemnify Employee, to the maximum
      extent permitted by applicable law and the By-laws of the Employer,
      against all costs, charges and expenses incurred or sustained by him in
      connection with any action, suit or other reason of his being an officer,
      director or employee of the Employer or any subsidiary or affiliate
      thereof subject to applicable law.

7.6   Section Headings. The Section headings of this Agreement are solely for
      the purpose of convenience and shall neither be deemed a part of this
      Agreement nor used in any interpretation thereof.

7.7   Governing Law. This Agreement and the relationship of the parties shall be
      governed by, and construed in accordance with, the laws of the state of
      Delaware, or until such time as the Employer's state of incorporation may
      be changed to another state within the United States, at which point the
      relationship of the parties would then be governed by, and construed in
      accordance with, the laws of the new state of incorporation.

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7.8   Cooperating In Pending or Future Litigation. Except in legal claims by
      Employee of breach of contract by Employer, Employee, as a former employee
      and/or officer, agrees and warrants that he shall cooperate fully in the
      defense of the Employer, its parent, subsidiary, or affiliated companies,
      or its present or former directors, officers, employees, or agents in any
      litigation or controversy now existing or which may arise in the future in
      which Employee has knowledge of the facts or circumstances. Employee
      agrees and warrants that his cooperation concerning pending, future, or
      threatened litigation is not the result of any payments made to the
      Employee pursuant to this Agreement and release.


IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the day and year first above written.

DIGITAL TRANSMISSION SYSTEMS, INC.



Dated:                                        Dated:                       
      ----------------------                        ----------------------


----------------------------                  ----------------------------
Woodrow Cannon                                Andres C. Salazar
President and COO                             CEO


Dated
     -----------------------


---------------------------
Carmine Oliva
DTS Chairman of the Board



Seal:


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                                   SCHEDULE A

                               Competitors to DTS


ADC

Premisys Communications

CAC (Carrier Access Corporation)

Paragon Networks, International

Verilink




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