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                                                                   EXHIBIT 10.34




                              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 Andres C. Salazar (the "Employee")
who resides at 6225 Cherokee Way, Suwanee, GA 30024.



WITNESSETH

WHEREAS, the Employee desires to be employed by DTS (the "Employer") and the
Employer desire 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 March 1, 2000 (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 March 2, 2000 (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 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.
      (a) DTS. Subject to Section 1.4, the Employee hereby promises to perform
      and discharge well and favorably the duties of DTS CHIEF EXECUTIVE OFFICER
      (CEO) and to perform services in such additional capacities as may be
      directed by the DTS Board of Directors. As 



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      DTS CEO, 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
      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. (b) Microtel. Also subject to Section 1.4 and to the
      approval to the Board of Directors of DTS, the Employee hereby promises to
      perform and discharge well and favorably the duties of SENIOR VICE
      PRESIDENT, GROUP EXECUTIVE (SVP - Microtel) of Microtel International,
      Inc. ("Microtel") under the direction of Carmine Oliva, President and CEO
      of Microtel. As SVP - Microtel, the Employee's duties shall consist of:
      (i) a group level supervision of DTS and CXR Telcom, Inc., (ii) Chairman
      of the Microtel Strategy and Action Board (SAB) and (iii) Product Line
      Manager of all telecommunications products in Microtel and its affiliated
      companies. (c) Role Development. During the course of performing his
      duties under (a) and (b) of this Section Employee may be alerted to a
      situation in which a conflict of interest may exist. The parties to this
      Agreement agree that the Employee's role in such a situation will conform
      to the advice given by Employer corporate counsel(s) (or if such advice is
      contradictory, the advice of his personal counsel). Further, if Employee's
      role is contrary to direction of Employer, Employee will not be penalized
      in any way by any term or condition of this Agreement.

1.4  Redesignation. The Employer may, in its discretion, elect or appoint the
     Employee to offices or positions at DTS or at Microtel other than, or in
     addition to DTS CEO, (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, 2000, 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


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      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 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.

1.6   Voluntary Resignation. The Employee has the right at any time to
      voluntarily resign his employment by giving sixty (60) days written notice
      to the Employer. In the event of voluntary resignation, the Employee will
      have the right to be paid within sixty (60) days of date of termination
      for unused vacation and any bonuses earned, but not yet paid. In the event
      of voluntary resignation, the Employee will be bound by Section IV and
      Section V of this Agreement.

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 Eighty
      Five Thousand Dollars ($185,000) payable in equal periodic installments in
      accordance with the customary payroll policy of the Employer. 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. 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. Salary and any bonus amount will be paid by DTS as long as
      Employee remains a DTS employee with reimbursement to DTS by Microtel for
      that part of Employee's compensation which is earned for work performed
      for Microtel. Initially, the compensation will be partitioned 60% due to
      work performed for Microtel and 40% due to work performed for DTS. This
      "ratio" will be visited every six months by DTS and Microtel and adjusted
      accordingly. Should Employee assume a role for Microtel for which
      employment termination at DTS is justified, at that point Employee's
      compensation will be borne 100% by Microtel.

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2.2  Expenses. The Employer agree 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. Business expenses incurred by Employee for services
     performed for Microtel will be paid by Microtel whereas expenses incurred
     by Employee for services performed for DTS will be paid by DTS.

2.3  Bonuses. The Employer agrees that the Employee will be entitled to
     participate in any bonus or similar plan approved by the Employer's Board
     of Directors as described in Section 2.1.

2.4  Stock Options and Other Incentive Plans. As a part of this Agreement's
     initiation and pending Employer Board of Director approval, the Employee
     will be granted one hundred and fifty thousand (150,000) options for DTSX
     common stock shares at the market closing price as of the date of this
     Agreement which shall vest quarterly over a period of no more than 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.

2.5  Additional Benefits. The Employee shall continue to be entitled to four
     weeks vacation annually, medical insurance, and other fringe benefits made
     available to the Employer's employees generally and a $500 per month car
     allowance.

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 consecutive days, or (ii) for
     shorter periods aggregating 180 days during any period of eighteen
     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.

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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, 2000, 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, 2000,
      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 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;

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      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,
         2000, 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.

3.6.  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 not add to but be part of the
      compensation awarded during the Severance Period. Severance payments under
      this Agreement will end 14 days after full time employment of Employee in
      any similar corporate position with monthly income equal to or greater
      than 80% of the monthly compensation rate as defined in Section 2.1. This
      clause is not designed to eliminate termination benefits in the event of a
      non-profit, public service or volunteer position, even though the position
      may require forty hours a week or more to fulfill. Severance Payments will
      be allowed if the employee chooses to set up a new business totally
      unrelated to any business of Employer and that is not expected to produce
      significant earnings (less than 80% of the monthly compensation rate as
      defined in Section


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      2.1) for the length of 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.

3.7.  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 during the term of this Agreement, or (i) in the
      event of a termination pursuant to Section 3.3, 3.4, 3.5 or (ii) in the
      event of a resignation upon Redesignation for the Interim Period as
      defined in Section 1.4 or (iii) in the event of a resignation under
      Section 1.6, and, thereafter for a period of twelve (12) months 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 which may be modified from time to time at the
      Employer's option. The employee will not:

      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 


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            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.

      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


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      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).

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,


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      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 (their) policies and
      practices and/or its (their) 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.

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.

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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.

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.


                                    page 11
<PAGE>   12
                            PERSONAL AND CONFIDENTIAL



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: 
      ----------------------                        ----------------------


----------------------------                  ----------------------------
Carmine Oliva                                 Andres C. Salazar
DTS Chairman of the Board                     CEO


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


---------------------------
Ed Kantor
DTS Board of Directors


                                    page 12
<PAGE>   13


                                   SCHEDULE A

                               Competitors to DTS


ADC

Premisys Communications

CAC (Carrier Access Corporation)

Paragon Networks, International

Verilink




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