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                                                                   EXHIBIT 10.27


                             STOCK PURCHASE WARRANT

         This STOCK PURCHASE WARRANT ("Warrant") is issued as of the 5th day of
February, 1999, by DIGITAL TRANSMISSION SYSTEMS, INC., a Delaware corporation
(the "Company"), to SIRROM CAPITAL CORPORATION, a Tennessee corporation (SIRROM
CAPITAL CORPORATION and any subsequent assignee or transferee hereof are
hereinafter referred to collectively as "Holder" or "Holders").


                                   AGREEMENT:

         1.    ISSUANCE OF WARRANT; TERM. For and in consideration of SIRROM
CAPITAL CORPORATION entering into that Second Amendment to Debenture Purchase
Agreement with the Company dated as of the date hereof, which amends that
Debenture Purchase Agreement dated September 25, 1997, as previously amended by
that First Amendment to Debenture Purchase Agreement dated as of October 21,
1998 (the "Loan Agreement"), and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company hereby
grants to Holder the right to purchase 702,615 shares of the Company's common
stock (the "Common Stock"), which the Company represents to equal 10.0% of the
shares of capital stock outstanding on the date hereof, calculated on a fully
diluted basis and assuming exercise of this Warrant. The shares of Common Stock
issuable upon exercise of this Warrant are hereinafter referred to as the
"Shares."  This Warrant shall be exercisable at any time and from time to time
from the date hereof until March 1, 2004 (the "Expiration Date").

         2.    EXERCISE PRICE. The exercise price (the "Exercise Price") per
share for which all or any of the Shares may be purchased pursuant to the terms
of this Warrant shall be One Dollar ($1.00).

         3.    EXERCISE. This Warrant may be exercised by the Holder hereof (but
only on the conditions hereinafter set forth) in whole or in part, upon delivery
of written notice of intent to exercise to the Company in the manner at the
address of the Company set forth in Section 13 hereof, together with this
Warrant and payment to the Company of the aggregate Exercise Price of the
Shares so purchased. The Exercise Price shall be payable, at the option of the
Holder, (i) by certified or bank check, (ii) by the cancellation of all or a
portion of debt outstanding to the Holder from the Company having an outstanding
principal balance equal to the aggregate Exercise Price or (iii) by the
surrender of a portion of this Warrant where the Shares subject to the portion
of this Warrant that is surrendered have a fair market value equal to the
aggregate Exercise Price. In the absence of an established public market for the
Common Stock, fair market value shall be established by the Company's board of
directors in a commercially reasonable manner. Upon exercise of this Warrant as
aforesaid, the Company shall as promptly as practicable, and in any



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event within fifteen (15) days thereafter, execute and deliver to the Holder of
this Warrant a certificate or certificates for the total number of whole Shares
for which this Warrant is being exercised in such names and denominations as are
requested by such Holder. If this Warrant shall be exercised with respect to
less than all of the Shares, the Holder shall be entitled to receive a new
Warrant covering the number of Shares in respect of which this Warrant shall not
have been exercised, which new Warrant shall in all other respects be identical
to this Warrant. The Company covenants and agrees that it will pay when due any
and all state and federal issue taxes which may be payable in respect of the
issuance of this Warrant or the issuance of any Shares upon exercise of this
Warrant.

         4.    COVENANTS AND CONDITIONS. The above provisions are subject to the
following:

               (a)  Neither this Warrant nor the Shares have been registered
         under the Securities Act of 1933, as amended ("Securities Act"), or any
         state securities laws ("Blue Sky Laws"). This Warrant has been
         acquired for investment purposes and not with a view to distribution or
         resale and may not be sold or otherwise transferred without (i) an
         effective registration statement for such Warrant under the Securities
         Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel,
         which opinion and counsel shall be reasonably satisfactory to the
         Company and its counsel, that registration is not required under the
         Securities Act or under any applicable Blue Sky Laws (the Company
         hereby acknowledges that Boult, Cummings, Conners & Berry, PLC is
         acceptable counsel). Transfer of the Shares shall be restricted in the
         same manner and to the same extent as the Warrant and the certificates
         representing such Shares shall bear substantially the following legend:

               THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE
               NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
               (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT
               BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT
               AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
               EFFECTIVE WITH REGARD THERETO, OR (II) IN THE OPINION OF COUNSEL
               ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER SUCH SECURITIES
               ACTS AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN
               CONNECTION WITH SUCH PROPOSED TRANSFER.

          The Holder hereof and the Company agree to execute such other
          documents and instruments as counsel for the Company reasonably deems
          necessary to effect the compliance of the issuance of this Warrant and
          any shares of Common Stock issued upon exercise hereof with applicable
          federal and state securities laws.



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               (b)  The Company covenants and agrees that all Shares which may
         be issued upon exercise of this Warrant will, upon issuance and payment
         therefor, be legally and validly issued and outstanding, fully paid and
         nonassessable, free from all taxes, liens, charges and preemptive
         rights, if any, with respect thereto or to the issuance thereof. The
         Company shall at all times reserve and keep available for issuance upon
         the exercise of this Warrant such number of authorized but unissued
         shares of Common Stock as will be sufficient to permit the exercise in
         full of this Warrant.

               (c)  The Company covenants and agrees that it shall not sell
          any shares of the Company's capital stock at a price per share below
          the fair market value of such shares, without the prior written
          consent of the Holder hereof. In the event that the Company sells
          shares of Common Stock at a price per share below the fair market
          value of such shares (a "Below Market Transaction"), without the prior
          written consent of the Holder hereof, the Company covenants and agrees
          that the number of shares issuable upon exercise of this Warrant shall
          be equal to the product obtained by multiplying the number of shares
          issuable pursuant to this Warrant prior to the Below Market
          Transaction by a fraction, the numerator of which shall be the number
          of shares of Common Stock outstanding immediately prior to
          consummation of the Below Market Transaction plus the number of shares
          of Common Stock issued in the Below Market Transaction, and the
          denominator of which shall be the number of shares of Common Stock
          outstanding immediately prior to the Below Market Transaction plus the
          number of shares of Common Stock that the aggregate consideration
          received by the Company in the Below Market Transaction would purchase
          at fair market value. For purposes of this subsection, Common Stock
          shall be deemed to include that number of shares of Common Stock that
          would be obtained assuming (i) the conversion of any securities of the
          Company which, by their terms, are convertible into or exchangeable
          for Common Stock, and (ii) the exercise of all options to purchase or
          rights to subscribe four Common Stock or securities which, by their
          terms, are convertible into or exchangeable for Common Stock. In the
          absence of an established public market for the securities sold by the
          Company in a Below Market Transaction, fair market value shall be
          established by the Company's board of directors in a commercially
          reasonable manner.

          5.   TRANSFER OF WARRANT. Subject to the provisions of Section 4
hereof, this Warrant may be transferred, in whole or in part, to any person or
business entity, by presentation of the Warrant to the Company with written
instructions for such transfer. Upon such presentation for transfer, the Company
shall promptly execute and deliver a new Warrant or Warrants in the form hereof
in the name of the assignee or assignees and in the denominations specified in
such instructions. The Company shall pay all expenses incurred by it in
connection with the preparation, issuance and delivery of Warrants under this
Section.

          6.   WARRANT HOLDER NOT SHAREHOLDER; RIGHTS OFFERING; PREEMPTIVE 
RIGHTS. Except as otherwise provided herein, this Warrant does not confer upon
the Holder, as such, any right whatsoever as a shareholder of the Company.
Notwithstanding the foregoing, if the Company



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should offer to all of the Company's shareholders the right to purchase any
securities of the Company, then all shares of Common Stock that are subject to
this Warrant shall be deemed to be outstanding and owned by the Holder and the
Holder shall be entitled to participate in such rights offering. The Company
shall not grant any preemptive rights with respect to any of its capital stock
without the prior written consent of the Holder.

          7.   OBSERVATION RIGHTS. The Holder of this Warrant shall receive
notice of and be entitled to attend or may send a representative to attend all
meetings of the Company's Board of Directors in a non-voting observation
capacity and shall receive a copy of all correspondence and information
delivered to the Company's Board of Directors, from the date hereof until such
time as all indebtedness of the Company to the Holder has been paid in full.

          8.   ADJUSTMENT UPON CHANGES IN STOCK.

               (a)  If all or any portion of this Warrant shall be exercised 
         subsequent to any stock split, stock dividend, recapitalization,
         combination of shares of the Company, or other similar event, occurring
         after the date hereof, then the Holder exercising this Warrant shall
         receive, for the aggregate Exercise Price, the aggregate number and
         class of shares which such Holder would have received if this Warrant
         had been exercised immediately prior to such stock split, stock
         dividend, recapitalization, combination of shares, or other similar
         event. If any adjustment under this Section 8(a), would create a
         fractional share of Common Stock or a right to acquire a fractional
         share of Common Stock, such fractional share shall be disregarded and
         the number of shares subject to this Warrant shall be the next higher
         number of shares, rounding all fractions upward. Whenever there shall
         be an adjustment pursuant to this Section 8(a), the Company shall
         forthwith notify the Holder or Holders of this Warrant of such
         adjustment, setting forth in reasonable detail the event requiring the
         adjustment and the method by which such adjustment was calculated.

               (b)  If all or any portion of this Warrant shall be exercised 
         subsequent to any merger, consolidation, exchange of shares,
         separation, reorganization or liquidation of the Company, or other
         similar event, occurring after the date hereof, as a result of which
         shares of Common Stock shall be changed into the same or a different
         number of shares of the same or another class or classes of securities
         of the Company or another entity, or the holders of Common Stock are
         entitled to receive cash or other property, then the Holder exercising
         this Warrant shall receive, for the aggregate Exercise Price, the
         aggregate number and class of shares, cash or other property which such
         Holder would have received if this Warrant had been exercised
         immediately prior to such merger, consolidation, exchange of shares,
         separation, reorganization or liquidation, or other similar event. If
         any adjustment under this Section 8(b) would create a fractional share
         of Common Stock or a right to acquire a fractional share of Common
         Stock, such fractional share shall be disregarded and the number of
         shares subject to this Warrant shall be the next higher number of
         shares, rounding all fractions upward. Whenever there shall be an
         adjustment pursuant to this Section 8(b),



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         the Company shall forthwith notify the Holder or Holders of this
         Warrant of such adjustment, setting forth in reasonable detail the
         event requiring the adjustment and the method by which such adjustment
         was calculated.

         9.    PUT AGREEMENT.

               (a)  The Company hereby irrevocably grants and issues to Holder
         the right and option to sell to the Company (the "Put") this Warrant
         for a period of thirty (30) days immediately prior to the Expiration
         Date, at a purchase price (the "Put Price") equal to the Fair Market
         Value (as hereinafter defined) of the shares of Common Stock issuable
         to Holder upon exercise of this Warrant.

               (b)  Holder may exercise the Put by delivery of written notice 
         (the "Put Notice") of such exercise to the Company in the manner and at
         the address of the Company set forth in Section 13 hereof. The Company
         shall pay to Holder, in cash or by wire transfer of immediately
         available funds, the Put Price within thirty (30) days of the receipt
         of the Put Notice.

               (c)  For purposes of this Section 9, the Fair Market Value of the
         shares of Common Stock of the Company issuable pursuant to this Warrant
         shall be determined as follows:

                    (i)    The Company and the Holder shall each appoint an 
               independent, experienced appraiser who is a member of a
               recognized professional association of business appraisers. The
               two appraisers shall determine the value of the shares of Common
               Stock which would be issued upon the exercise of the Warrant,
               assuming that the sale would be between a willing buyer and a
               willing seller, both of whom have full knowledge of the financial
               and other affairs of the Company, and neither of whom is under
               any compulsion to sell or to buy.

                    (ii)   If the higher of the two appraisals is not ten 
               percent (10%) greater than the lower of the appraisals, the Fair
               Market Value shall be the average of the two appraisals. If the
               higher of the two appraisals is equal to or greater than ten
               percent (10%) more than the lower of the two appraisals, then a
               third appraiser shall be appointed by the two appraisers, and if
               they cannot agree on a third appraiser, the American Arbitration
               Association shall appoint the third appraiser. The third
               appraiser, regardless of who appoints him or her, shall have the
               same qualifications as the first two appraisers.

                    (iii)  The Fair Market Value after the appointment of the 
               third appraiser shall be the mean of the three appraisals.



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                    (iv)   The fees and expenses of the appraisers shall be paid
               one-half by the Company and one-half by the Holder.

         10.   REGISTRATION.

               (a)  The Company and the holders of the Shares agree that if at
         any time after the date hereof the Company shall propose to file a
         registration statement with respect to any of its Common Stock on a
         form suitable for a secondary offering (including its initial public
         offering), it will give notice in writing to such effect to the
         registered holder(s) of the Shares at least thirty (30) days prior to
         such filing, and, at the written request of any such registered holder,
         made within ten (10) days after the receipt of such notice, will
         include therein at the Company's cost and expense (including the fees
         and expenses of counsel to such holder(s), but excluding underwriting
         discounts, commissions and filing fees attributable to the Shares
         included therein) such of the Shares as such holder(s) shall request;
         provided, however, that if the offering being registered by the Company
         is underwritten and if the representative of the underwriters certifies
         in writing that the inclusion therein of the Shares would materially
         and adversely affect the sale of the securities to be sold by the
         Company thereunder, then the Company shall be required to include in
         the offering only that number of securities, including the Shares,
         which the underwriters determine in their sole discretion will not
         jeopardize the success of the offering (the securities so included to
         be apportioned pro rata among all selling shareholders according to the
         total amount of securities entitled to be included therein owned by
         each selling shareholder, but in no event shall the total amount of
         Shares included in the offering be less than the number of securities
         included in the offering by any other single selling shareholder unless
         all of the Shares are included in the offering).

               (b)  Whenever the Company undertakes to effect the registration 
         of any of the Shares, the Company shall, as expeditiously as reasonably
         possible:

                    (i)  Prepare and file with the Securities and Exchange 
               Commission (the "Commission") a registration statement covering
               such Shares and use its best efforts to cause such registration
               statement to be declared effective by the Commission as
               expeditiously as possible and to keep such registration effective
               until the earlier of (A) the date when all Shares covered by the
               registration statement have been sold or (B) one hundred eighty
               (180) days from the effective date of the registration statement;
               provided, that before filing a registration statement or
               prospectus or any amendment or supplements thereto, the Company
               will furnish to each Holder of Shares covered by such
               registration statement and the underwriters, if any, copies of
               all such documents proposed to be filed (excluding exhibits,
               unless any such person shall specifically request exhibits),
               which documents will be subject to the review of such Holders and
               underwriters, and the Company will not file such registration
               statement or any amendment thereto or any prospectus or any



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               supplement thereto (including any documents incorporated by
               reference therein) with the Commission if (A) the underwriters,
               if any, shall reasonably object to such filing or (B) if
               information in such registration statement or prospectus
               concerning a particular selling Holder has changed and such
               Holder or the underwriters, if any, shall reasonably object.

                    (ii)      Prepare and file with the Commission such 
               amendments and post-effective amendments to such registration
               statement as may be necessary to keep such registration statement
               effective during the period referred to in Section 10(b)(i) and
               to comply with the provisions of the Securities Act with respect
               to the disposition of all securities covered by such registration
               statement, and cause the prospectus to be supplemented by any
               required prospectus supplement, and as so supplemented to be
               filed with the Commission pursuant to Rule 424 under the
               Securities Act.

                    (iii)     Furnish to the selling Holder(s) such numbers of 
               copies of such registration statement, each amendment thereto,
               the prospectus included in such registration statement (including
               each preliminary prospectus), each supplement thereto and such
               other documents as they may reasonably request in order to
               facilitate the disposition of the Shares owned by them.

                    (iv)      Use its best efforts to register and qualify under
               such other securities laws of such jurisdictions as shall be
               reasonably requested by any selling Holder and do any and all
               other acts and things which may be reasonably necessary or
               advisable to enable such selling Holder to consummate the
               disposition of the Shares owned by such Holder, in such
               jurisdictions; provided, however, that the Company shall not be
               required in connection therewith or as a condition thereto to
               qualify to transact business or to file a general consent to
               service of process in any such states or jurisdictions.

                    (v)       Promptly notify each selling Holder of the 
               happening of any event as a result of which the prospectus
               included in such registration statement contains an untrue
               statement of a material fact or omits any fact necessary to make
               the statements therein not misleading and, at the request of any
               such Holder, the Company will prepare a supplement or amendment
               to such prospectus so that, as thereafter delivered to the
               purchasers of such Shares, such prospectus will not contain an
               untrue statement of a material fact or omit to state any fact
               necessary to make the statements therein not misleading.

                    (vi)      Provide a transfer agent and registrar for all 
               such Shares not later than the effective date of such
               registration statement.



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                    (vii)     Enter into such customary agreements (including
               underwriting agreements in customary form for a primary offering)
               and take all such other actions as the underwriters, if any,
               reasonably request in order to expedite or facilitate the
               disposition of such Shares (including, without limitation,
               effecting a stock split or a combination of shares).

                    (viii)    Make available for inspection by any selling 
               Holder or any underwriter participating in any disposition
               pursuant to such registration statement and any attorney,
               accountant or other agent retained by any such selling Holder or
               underwriter, all financial and other records, pertinent corporate
               documents and properties of the Company, and cause the officers,
               directors, employees and independent accountants of the Company
               to supply all information reasonably requested by any such
               seller, underwriter, attorney, accountant or agent in connection
               with such registration statement.

                    (ix)      Promptly notify the selling Holder(s) and the 
               underwriters, if any, of the following events and (if requested
               by any such person) confirm such notification in writing: (A) the
               filing of the prospectus or any prospectus supplement and the
               registration statement and any amendment or post-effective
               amendment thereto and, with respect to the registration statement
               or any post-effective amendment thereto, the declaration of the
               effectiveness of such documents, (B) any requests by the
               Commission for amendments or supplements to the registration
               statement or the prospectus or for additional information, (C)
               the issuance or threat of issuance by the Commission of any stop
               order suspending the effectiveness of the registration statement
               or the initiation of any proceedings for that purpose and (D) the
               receipt by the Company of any notification with respect to the
               suspension of the qualification of the Shares for sale in any
               jurisdiction or the initiation or threat of initiation of any
               proceeding for such purposes.

                    (x)       Make every reasonable effort to prevent the entry 
               of any order suspending the effectiveness of the registration
               statement and obtain at the earliest possible moment the
               withdrawal of any such order, if entered.

                    (xi)      Cooperate with the selling Holder(s) and the 
               underwriters, if any, to facilitate the timely preparation and
               delivery of certificates representing the Shares to be sold and
               not bearing any restrictive legends, and enable such Shares to be
               in such lots and registered in such names as the underwriters may
               request at least two (2) business days prior to any delivery of
               the Shares to the underwriters.

                    (xii)     Provide a CUSIP number for all the Shares not 
               later than the effective date of the registration statement.



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                    (xiii)    Prior to the effectiveness of the registration 
               statement and any post-effective amendment thereto and at each
               closing of an underwritten offering, (A) make such
               representations and warranties to the selling Holder(s) and the
               underwriters, if any, with respect to the Shares and the
               registration statement as are customarily made by issuers in
               primary underwritten offerings; (B) use its best efforts to
               obtain "cold comfort" letters and updates thereof from the
               Company's independent certified public accountants addressed to
               the selling Holders and the underwriters, if any, such letters to
               be in customary form and covering matters of the type customarily
               covered in "cold comfort" letters by underwriters in connection
               with primary underwritten offerings; (C) deliver such documents
               and certificates as may be reasonably requested (1) by the
               holders of a majority of the Shares being sold, and (2) by the
               underwriters, if any, to evidence compliance with clause (A)
               above and with any customary conditions contained in the
               underwriting agreement or other agreement entered into by the
               Company; and (D) obtain opinions of counsel to the Company and
               updates thereof (which counsel and which opinions shall be
               reasonably satisfactory to the underwriters, if any), covering
               the matters customarily covered in opinions requested in
               underwritten offerings and such other matters as may be
               reasonably requested by the selling Holders and underwriters or
               their counsel. Such counsel shall also state that no facts have
               come to the attention of such counsel which cause them to believe
               that such registration statement, the prospectus contained
               therein, or any amendment or supplement thereto, as of their
               respective effective or issue dates, contains any untrue
               statement of any material fact or omits to state any material
               fact necessary to make the statements therein not misleading
               (except that no statement need be made with respect to any
               financial statements, notes thereto or other financial data or
               other expertized material contained therein). If for any reason
               the Company's counsel is unable to give such opinion, the Company
               shall so notify the Holders of the Shares and shall use its best
               efforts to remove expeditiously all impediments to the rendering
               of such opinion.

                    (xiv)     Otherwise use its best efforts to comply with all
               applicable rules and regulations of the Commission, and make
               generally available to its security holders earnings statements
               satisfying the provisions of Section 11(a) of the Securities Act,
               no later than forty-five (45) days after the end of any
               twelve-month period (or ninety (90) days, if such period is a
               fiscal year) (A) commencing at the end of any fiscal quarter in
               which the Shares are sold to underwriters in a firm or best
               efforts underwritten offering, or (B) if not sold to underwriters
               in such an offering, beginning with the first month of the first
               fiscal quarter of the Company commencing after the effective date
               of the registration statement, which statements shall cover such
               twelve-month periods.

               (c)  After the date hereof, the Company shall not grant to any 
         holder of securities of the Company any registration rights which have
         a priority greater than or equal to those



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         granted to Holders pursuant to this Warrant without the prior written
         consent of the Holder(s).

               (d)  The Company's obligations under Section 10(a) above with 
         respect to each holder of Shares are expressly conditioned upon such
         holder's furnishing to the Company in writing such information
         concerning such holder and the terms of such holder's proposed offering
         as the Company shall reasonably request for inclusion in the
         registration statement. If any registration statement including any of
         the Shares is filed, then the Company shall indemnify each holder
         thereof (and each underwriter for such holder and each person, if any,
         who controls such underwriter within the meaning of the Securities Act)
         from any loss, claim, damage or liability arising out of, based upon or
         in any way relating to any untrue statement of a material fact
         contained in such registration statement or any omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, except for any such
         statement or omission based on information furnished in writing by such
         holder of the Shares expressly for use in connection with such
         registration statement; and such holder shall indemnify the Company
         (and each of its officers and directors who has signed such
         registration statement, each director, each person, if any, who
         controls the Company within the meaning of the Securities Act, each
         underwriter for the Company and each person, if any, who controls such
         underwriter within the meaning of the Securities Act) and each other
         such holder against any loss, claim, damage or liability arising from
         any such statement or omission which was made in reliance upon
         information furnished in writing to the Company by such holder of the
         Shares expressly for use in connection with such registration
         statement.

               (e)  For purposes of this Section 10, all of the Shares shall be 
         deemed to be issued and outstanding.

         11.   CERTAIN NOTICES. In case at any time the Company shall propose 
to:

               (a)  declare any cash dividend upon its Common Stock;

               (b)  declare any dividend upon its Common Stock payable in stock 
         or make any special dividend or other distribution to the holders of
         its Common Stock;

               (c)  offer for subscription to the holders of any of its Common 
         Stock any additional shares of stock in any class or other rights;

               (d)  reorganize, or reclassify the capital stock of the Company, 
         or consolidate, merge or otherwise combine with, or sell of all or
         substantially all of its assets to, another corporation;



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               (e)  voluntarily or involuntarily dissolve, liquidate or wind
         up of the affairs of the Company; or

               (f)  redeem or purchase any shares of its capital stock or 
         securities convertible into its capital stock;

         then, in any one or more of said cases, the Company shall give to the
         Holder of the Warrant, by certified or registered mail, (i) at least
         twenty (20) days' prior written notice of the date on which the books
         of the Company shall close or a record shall be taken for such
         dividend, distribution or subscription rights or for determining rights
         to vote in respect of any such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding up,
         and (ii) in the case of such reorganization, reclassification,
         consolidation, merger, sale, dissolution, liquidation or winding up, at
         least twenty (20) days' prior written notice of the date when the same
         shall take place. Any notice required by clause (i) shall also specify,
         in the case of any such dividend, distribution or subscription rights,
         the date on which the holders of Common Stock shall be entitled
         thereto, and any notice required by clause (ii) shall specify the date
         on which the holders of Common Stock shall be entitled to exchange
         their Common Stock for securities or other property deliverable upon
         such reorganization, reclassification, consolidation, merger, sale,
         dissolution, liquidation or winding up, as the case may be.

         12.   ARTICLE AND SECTION HEADINGS. Numbered and titled article and
section headings are for convenience only and shall not be construed as
amplifying or limiting any of the provisions of this Warrant.

         13.   NOTICE. Any and all notices, elections or demands permitted or
required to be made under this Warrant shall be in writing, signed by the party
giving such notice, election or demand and shall be delivered personally,
telecopied, or sent by certified mail or overnight via nationally recognized
courier service (such as Federal Express), to the other party at the address set
forth below, or at such other address as may be supplied in writing and of which
receipt has been acknowledged in writing. The date of personal delivery or
telecopy or two (2) business days after the date of mailing (or the next
business day after delivery to such courier service), as the case may be, shall
be the date of such notice, election or demand. For the purposes of this
Warrant:

The Address of Holder is:             Sirrom Capital Corporation
                                      Suite 200
                                      500 Church Street
                                      Nashville, TN 37219
                                      Attention: Donald F. Barrickman
                                      Telecopy No. 615/726-1208



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with a copy to:                       Boult, Cummings, Conners & Berry, PLC
                                      414 Union Street
                                      Suite 1600
                                      Nashville, TN 37219
                                      Attention: John E. Murdock III
                                      Telecopy No. 615/252-6359

The Address of Company is:            Digital Transmission Systems, Inc.
                                      3000 Northwoods Parkway
                                      Building 300
                                      Norcross, Georgia 30071
                                      Attention: Andres C. Salazar

with a copy to:                       Sutherland, Asbill & Brennan, LLP
                                      999 Peachtree Street, N.E.
                                      Atlanta, Georgia 30309
                                      Attention: Mark D. Wasserman

         14.   SEVERABILITY. If any provisions(s) of this Warrant or the 
application thereof to any person or circumstances shall be invalid or
unenforceable to any extent, the remainder of this Warrant and the application
of such provisions to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.

         15.   ENTIRE AGREEMENT. This Warrant between the Company and Holder 
represents the entire agreement between the parties concerning the subject
matter hereof, and all oral discussions and prior agreement are merged herein.

         16.   GOVERNING LAW AND AMENDMENTS. This Warrant shall be construed and
enforced under the laws of the State of Tennessee applicable to contracts to be
wholly performed in such State. No amendment or modification hereof shall be
effective except in a writing executed by each of the parties hereto.

         17.   COUNTERPARTS. This Warrant may be executed in any number of 
counterparts and be different parties to this Warrant in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same Warrant.

         18.   CONSENT TO JURISDICTION; EXCLUSIVE VENUE. The Company hereby
irrevocably consents to the jurisdiction of the United States District Court for
the Middle District of Tennessee and of all Tennessee state courts sitting in
Davidson County, Tennessee, for the purpose of any litigation to which Holder
may be a party and which concerns this Warrant. It is further agreed that



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venue for any such action shall lie exclusively with courts sitting in Davidson
County, Tennessee, unless Holder agrees to the contrary in writing.

         19.   WAIVER OF TRIAL BY JURY. HOLDER AND THE COMPANY HEREBY KNOWINGLY
AND VOLUNTARILY WITH THE BENEFIT OF COUNSEL WAIVE TRIAL BY JURY IN ANY ACTIONS,
PROCEEDINGS, CLAIMS OR COUNTER-CLAIMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE,
AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATING TO THIS WARRANT.

         20.   EQUITY PARTICIPATION. This Warrant is issued in connection with 
the Loan Agreement. It is intended that this Warrant constitute an equity
participation under and pursuant to T.C.A. ss.47-24-101, et seq. and that equity
participation be permitted under said statutes and not constitute interest on
the debt obligations of the Company to the Holder. If under any circumstances
whatsoever, fulfillment of any obligation of this Warrant, the Loan Agreement,
or any other agreement or document executed in connection with the Loan
Agreement, shall violate the lawful limit of any applicable usury statute or any
other applicable law with regard to obligations of like character and amount,
then the obligation to be fulfilled shall be reduced to such lawful limit, such
that in no event shall there occur, under this Warrant, the Loan Agreement, or
any other document or instrument executed in connection with the Loan Agreement,
any violation of such lawful limit, but such obligation shall be fulfilled to
the lawful limit. If any sum is collected in excess of the lawful limit, such
excess shall be applied to reduce the principal amount of the debt obligations
of the Company to the Holder.

         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.

                                          COMPANY:

                                          DIGITAL TRANSMISSION SYSTEMS, INC., 
                                          a Tennessee corporation

                                          By: /s/
                                             -----------------------------------
                                            Title: President and CEO
                                                  ------------------------------


                                          HOLDER:

                                          SIRROM CAPITAL CORPORATION, 
                                          a Tennessee corporation

                                          By: /s/
                                             -----------------------------------
                                            Title: Vice President
                                                  ------------------------------



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