EXHIBIT 10.4

              ASSIGNMENT, ASSUMPTION AND INDEMNIFICATION AGREEMENT

         This Assignment, Assumption and Indemnification Agreement ("Agreement")
is entered into by and among  HyComp,  Inc., a corporation  organized  under the
laws of the Commonwealth of Massachusetts ("Assignor"),  Microtel International,
Inc.,  a  corporation  organized  under  the  laws  of  the  State  of  Delaware
("Assignee"),   XIT  Corporation   (formerly  known  as  XCEL  Corporation),   a
corporation  organized  under  the  laws  of  the  State  of  New  Jersey  and a
wholly-owned subsidiary of Assignee (the "XIT").

         WHEREAS,  certain equipment and other assets of Assignor were purchased
pursuant to that certain Asset  Purchase  Agreement by and between  Assignor and
HyComp Acquisition Corp., a Delaware corporation  ("Acquisition  Corp."),  dated
March 31, 1999 (the "Satcon  Agreement"),  which  provided,  among other things,
that Acquisition Corp. pay Assignor a royalty (the "Royalty") of 5% of all sales
made to customers of Assignor who were not also customers as of the Closing Date
(as therein  defined) of Acquisition  Corp.  for a period of 52 weeks  following
such Closing Date;

         WHEREAS,  all of the issued and outstanding  shares of common stock and
other  securities  of Assignor  owned by XIT are to be sold to a group of buyers
represented  by  John  G.  Simmonds  pursuant  to that  certain  Stock  Purchase
Agreement (the "Stock Purchase  Agreement") entered into as of October 13, 1999,
by and among Microtel, XIT, each of the persons listed in Schedule I thereto and
John G. Simmonds;

         WHEREAS,  Assignee  wishes to acquire  the  Royalty  from  Assignor  in
exchange for Assignee's agreement to assume certain liabilities of Assignor; and

         WHEREAS,  in order to  induce  the  Buyers  (as  defined  in the  Stock
Purchase  Agreement) to enter into the Stock  Purchase  Agreement,  Assignee has
agreed to enter into this Agreement;

         NOW,  THEREFORE,  in consideration of the foregoing and on the basis of
the respective representations,  warranties, covenants, agreements, undertakings
and obligations set forth herein,  and intending to be legally bound hereby, the
parties agree as follows:

         1.  Assignment.  Assignor  hereby  assigns and  transfers to Assignee,
without  recourse  of any kind,  all  right,  title and  interest  to and in the
Royalty.

         2.  Assumption.   Assignee  and  XIT,  jointly  and  severally,  hereby
undertake,  assume  and  agree to pay,  perform  and  discharge  when due  those
liabilities and obligations set forth on the Assumed Liabilities and Obligations
schedule attached hereto as Schedule A (the "Assumed Obligations").

         3.  Indemnification.  Assignee and XIT,  jointly and severally,  hereby
agree  promptly  upon demand to  indemnify  and hold  harmless  Assignor and its
affiliates and their respective officers, director, employees and agents against
all claims, damages, losses, liabilities, costs and expenses (including, without
limitation,  settlement  costs and any legal,  accounting or other


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expenses for  investigating  or  defending  any actions or  threatened  actions)
reasonably  incurred by such persons in  connection  with or arising out of each
and all of the Assumed Obligations.

         4. Further Assurances. On and after the Closing Date, each party shall,
from time to time at the other party's reasonable request and cost, execute such
further  documentation  as  is  necessary  and  appropriate  to  effectuate  the
assignment, transfer and assumption of the Assumed Obligations.

         5. Counterparts. Facsimile transmission of any signed original document
and/or  retransmission  of any signed facsimile  transmission will be deemed the
same as delivery of an original.  At the request of any party,  the parties will
confirm facsimile  transmission by signing a duplicate original  document.  This
Agreement  may be  executed  in  counterparts,  each of which shall be deemed an
original, but all of which shall constitute but one and the same instrument.

         6. Governing Law. This  instrument  shall be governed by, and construed
and  enforced in  accordance  with,  the laws of the State of New York,  without
regard to its choice-of-law principles.

         IN WITNESS WHEREOF,  the parties hereto have caused this Assignment and
Assumption Agreement to be executed as of the 13th day of October, 1999.


ASSIGNOR

HYCOMP, INC.


By:/s/ Paul K. Hickey
--------------------------------
Name:    Paul K. Hickey
Title:   Chairman, President and
         Chief Executive Officer

ASSIGNEE:

MICROTEL INTERNATIONAL, INC.


By:/s/ Carmine T. Oliva
--------------------------------
Name:    Carmine T. Oliva
Title:   Chairman and
         Chief Executive Officer

XIT CORPORATION
(formerly known as XCEL CORPORATION)


By:/s/ Carmine T. Oliva
-------------------------------
Name:    Carmine T. Oliva
Title:   Chairman and
         Chief Executive Officer

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                                                                      SCHEDULE A

                       ASSUMED LIABILITIES AND OBLIGATIONS


(i)      Unpaid debts,  liabilities or  obligations of HyComp  incurred prior to
         the  Closing  of  the  Stock  Purchase  Agreement,  including,  without
         limitation,  liabilities  or  obligations  resulting  or  arising  from
         either:  (i) claims for personal injury,  property  damage,  employment
         matters, intercompany accounts payable and notes payable to lenders; or
         (ii) non-performance of any contract,  commitment or obligation imposed
         by law or otherwise;

(ii)     Any claim by any person or other  liabilities or  obligations  relating
         to: (A) the  Satcon  Agreement  or the  authorization  or  consummation
         thereof;  (B) the  breach of any  representation,  warranty,  covenant,
         agreement or  obligation of Assignee,  XIT or Assignor  relating to the
         Satcon Agreement or any documents in connection  therewith;  or (C) the
         distribution  of the  proceeds  of the  sale of  assets  following  the
         consummation of the Satcon Agreement;

(iii)    Any claims by any person or other  liabilities or obligations  relating
         to any preferred stock of Assignor issued and outstanding  prior to the
         Closing of the Stock Purchase  Agreement,  the redemption or conversion
         thereof or dividends accrued in respect thereof prior to such Closing;

(iv)     All taxes that may be imposed upon or assessed  against Assignor or the
         assets  thereof with respect to all taxable  periods ending on or prior
         to the Closing of the Stock Purchase Agreement and any losses, damages,
         liabilities, obligations,  deficiencies, costs and expenses incurred in
         connection therewith; and

(v)      Any claim by any person for brokerage or finder's  fees or  commissions
         or similar payments based upon any agreement or  understanding  alleged
         to have been made by any such person with Assignee or XIT in connection
         with the transactions contemplated by the Stock Purchase Agreement;

(vi)     Any  warranty  claim or product  liability  claim  relating to products
         manufactured  or sold by  HyComp  prior  to the  Closing  of the  Stock
         Purchase Agreement; and

(vii)    All other  libilities  arising out of the  operation of the business of
         Assignor prior to the Closing of the Stock Purchase Agreement.


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