EXHIBIT 10.3



                            STOCK PURCHASE AGREEMENT

                                  by and among

                           XIT CORPORATION, as Seller,

                                       and

                          MICROTEL INTERNATIONAL, INC.

                                     and the
                    PERSONS LISTED IN SCHEDULE I, as Buyers,

                                       and

                   JOHN G. SIMMONDS, as Buyer Representative,

                           with respect to the sale of

                   all of the capital stock owned by Seller of

                                  HYCOMP, INC.

                                   dated as of

                                October 13, 1999






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                            STOCK PURCHASE AGREEMENT

         This Stock Purchase  Agreement (the  "Agreement") is entered into as of
October 13, 1999,  by and among  Microtel  International,  Inc.,  a  corporation
organized under the laws of the State of Delaware ("MicroTel"),  XIT Corporation
(formerly  known  as  XCEL   Corporation),   a  New  Jersey  corporation  and  a
wholly-owned  subsidiary of MicroTel (the "Seller"),  each of the persons listed
in Schedule I hereto (individually a "Buyer" and collectively, the "Buyers") and
John G. Simmonds, as representative of the Buyers (the "Buyer Representative").

         WHEREAS,  as of the  date  hereof,  Seller  is the  record  holder  and
beneficial  owner of 9,041,498  shares of common stock, par value $.01 per share
(the "Securities"),  of HyComp, Inc., a corporation  organized under the laws of
the Commonwealth of Massachusetts ("HyComp"),  which Securities represent all of
the issued and outstanding shares of common stock and other securities of HyComp
owned by Seller;

         WHEREAS, each of the Buyers desires to purchase from Seller, and Seller
desires to sell to each of the Buyers, for consideration  hereinafter  provided,
the number of  Securities  set forth  opposite  such  Buyer's name on Schedule I
hereto, all upon the terms and conditions hereinafter set forth;

         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:

                                    ARTICLE 1

                       PURCHASE AND SALE OF THE SECURITIES

         1.1 Purchase and Sale of Securities.  Upon the terms and subject to the
conditions  set forth in this  Agreement,  at the Closing (as defined in Section
2), Buyers agree to purchase and accept delivery from Seller,  and Seller agrees
to sell, assign, transfer and deliver to Buyers, all of the Securities of HyComp
beneficially owned by Seller, free of all liens,  pledges,  mortgages,  security
interests,  charges,  restrictions,  adverse claims or other encumbrances of any
kind or nature whatsoever  ("Encumbrances"),  for the consideration specified in
Section 1.2.

         1.2 Purchase Price.  The purchase price for the Securities shall be the
sum of  U.S.$150,000  (the  "Purchase  Price"),  payable  by the  Buyers  at the
Closing.  The  Securities  shall be  purchased  by Buyers and shall be allocated
among Buyers in proportion to their respective holding of the Securities, as set
forth opposite such Buyer's name on Schedule I hereto.

                                    ARTICLE 2

                                     CLOSING

         2.1 Closing.  The purchase and sale of the  Securities  provided for in
this  Agreement  will take place at the  offices of  Kramer,  Levin,  Naftalis &
Frankel LLP, 919 Third  Avenue,  New York,  New York

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10022,  at 4:00 p.m. on the date hereof,  or at such other time and place as the
parties may agree (the "Closing").

         2.2      Closing Obligations.  At the Closing:

                  (a) Seller shall  deliver,  or cause to be  delivered,  to the
Buyer Representative for the ratable benefit of Buyers the following:

                           (i)      Certificates  representing  the  Securities,
                                    duly  endorsed in blank (or  accompanied  by
                                    duly  executed  blank stock  powers) and all
                                    other documents or  instruments,  including,
                                    any and all necessary  transfer stamps which
                                    are necessary to vest all of Seller's right,
                                    title   and   interest   in  and   into  the
                                    Securities in Buyers;

                           (ii)     Such legal opinions from Seller's counsel as
                                    the Buyer  Representative  shall  reasonably
                                    request; and

                           (iii)    Such  other    documents    as   the   Buyer
                                    Representative may reasonably require.

                  (b) Buyers shall deliver, or cause to be delivered,  to Seller
the following:

                           (i)      The  Purchase   Price,  in  accordance  with
                                    Article 1 of this Agreement; and

                           (ii)     Such   other   documents   as   Seller   may
                                    reasonably require.


                                    ARTICLE 3

              REPRESENTATIONS AND WARRANTIES OF SELLER AND MICROTEL

         3.  Representations  and Warranties of Seller and MicroTel.  Seller and
MicroTel, jointly and severally, represent and warrant to Buyers as follows:

         3.1  Organization  and Good  Standing.  Seller  is a  corporation  duly
organized  and  validly  existing  under  the  laws  of New  Jersey  and has all
requisite  corporate or other power and  authority to enter into this  Agreement
and perform its obligations hereunder.  MicroTel is a corporation duly organized
and validly existing under the laws of Delaware and has all requisite  corporate
or other  power and  authority  to enter into this  Agreement  and  perform  its
obligations hereunder.

         3.2      The Securities.

                  (a) Seller has good and valid  title to the  Securities,  free
and clear of any Encumbrances, and Seller shall deliver to Buyers good and valid
title to the Securities free and clear of any Encumbrances.

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                  (b) The  Securities  are owned of record and  beneficially  by
Seller.  Seller has sole power of  disposition  with respect to the  Securities,
with no restrictions,  subject to United States and other applicable  securities
laws, on Seller's rights of disposition pertaining thereto.

         3.3      Authority; No Conflict.

                  (a) The execution and delivery of this Agreement by Seller and
MicroTel,  and the  sale of the  Securities  pursuant  hereto,  have  been  duly
authorized  by all necessary  corporate or other action  required on the part of
Seller and  MicroTel.  This  Agreement  has been duly  executed and delivered by
Seller and MicroTel and constitutes the legal,  valid and binding  obligation of
each of them  enforceable  against  both of them in  accordance  with its terms,
subject  to  bankruptcy,  insolvency  and  other  similar  laws  relating  to or
affecting the  enforceability  of creditors'  rights  generally,  and to general
principles of equity.

                  (b) The execution,  delivery and performance of this Agreement
by Seller and  MicroTel,  and the  consummation  by Seller and  MicroTel  of the
transactions  contemplated  hereby,  will not (i)  conflict  with or violate the
organizational  documents of Seller,  MicroTel or HyComp, or (ii) conflict with,
violate,  result in the breach of any term of,  constitute a default  under,  or
require  the  consent  of or any  notice  to or filing  with any third  party or
governmental  authority  under,  any  agreement or  instrument  to which Seller,
MicroTel or HyComp is a party or any law, order, rule, regulation,  decree, writ
or injunction of any governmental body having jurisdiction over Seller, MicroTel
or HyComp or their respective properties, except for such consents or filings as
have been obtained or made.

         3.4  Capitalization  of HyComp.  The  authorized  equity  securities of
HyComp  consist of (i)  20,000,000  shares of common  stock,  $.01 par value per
share, of which 10,197,070 shares are issued and outstanding;  (ii) 2,000 shares
of non-voting 8%  convertible  redeemable  preferred  stock,  $100 par value per
share,  of  which  53  shares  of  preferred  stock  are  currently  issued  and
outstanding,  but which  are to be either  redeemed  or  converted  on or before
November 10,1999.  All of the outstanding  equity securities of HyComp have been
duly authorized and validly issued and are fully paid and  nonassessable.  There
are options  outstanding  to purchase  850,000 shares of common stock of HyComp,
exercisable at $.013 per share, pursuant to HyComp's 1985 Stock Option Plan (the
"1985 Plan"). Except as set forth in the preceding sentence pursuant to the 1985
Plan, there are no other  outstanding or authorized  options,  warrants,  calls,
rights,  commitments,  conversion rights or agreements of any character to which
HyComp is a party or by which  HyComp is bound  which  could  require  HyComp to
issue,  deliver,  sell or otherwise  transfer or cause to be issued,  delivered,
sold,  transferred or offered for sale or transfer,  any shares of capital stock
of HyComp or securities  convertible  into or exchangeable for shares of capital
stock of HyComp or that could require  either  HyComp to grant,  extend or enter
into any such option,  warrant,  call,  right,  commitment,  conversion right or
agreement.  None of the  outstanding  equity  securities or other  securities of
HyComp  were  issued in  violation  of the  Securities  Act or any  other  legal
requirement.  HyComp is under no  obligation  to register any of its  securities
under the United  States  Securities  Act of 1933,  as amended (the  "Securities
Act") or securities laws of any other jurisdiction. No person has any preemptive
rights with respect to any security of HyComp.

         3.5      Balance Sheet; Absence of Undisclosed Liabilities.

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                  (a) The balance  sheet of HyComp,  dated as of  September  30,
1999 and  attached  hereto  as  Exhibit  A (the  "Balance  Sheet"),  fairly  and
accurately  reflects the  financial  condition of HyComp as of the date thereof,
and

                  (b) Except as and to the extent (i)  reflected and reserved on
the Balance Sheet, or (ii) set forth on Schedule II (the "Disclosure  Schedule")
attached  hereto,  as of the date of this  Agreement,  HyComp  does not have any
liability  or  obligation,  secured or  unsecured,  whether  accrued,  absolute,
contingent,  unasserted or otherwise,  which individually or in the aggregate is
material to HyComp.  For  purposes of this  Section  3.5,  "material"  means any
amount in excess of $20,000.

          3.6 Product Liability and Recalls. Without limiting the representation
contained in Section 3.5, except as disclosed in the Disclosure Schedule,

                  (a) There is no claim,  and neither  HyComp,  MicroTel nor the
Seller is aware of the basis of any claim,  against  HyComp for injury to person
or  property  of  employees  or any third  parties  suffered  as a result of the
manufacture,  sale or  distribution  of any  product or the  performance  of any
service by HyComp,  including  claims arising out of the allegedly  defective or
unsafe nature of the products sold or distributed by HyComp;

                  (b) There is no pending or, to the best  knowledge  of HyComp,
MicroTel or the Seller,  threatened  recall or investigation of any product sold
or distributed by HyComp; and

                  (c) There are no liabilities of, or threatened claims against,
HyComp for (i) product  returns,  (ii)  warranty  obligations,  or (iii) product
services.

          3.7 No Activities. Except as set forth in the Disclosure Schedule,

                  (a) Since the sale of assets to Satcon Technology Corporation,
a Delaware corporation  ("Satcon") on April 12, 1999 (the "Satcon Sale"), HyComp
has  engaged in no  business  activity  other than  incident  to such sale,  the
settlement of claims  identified on the Disclosure  Schedule and the maintenance
of HyComp's corporate existence; and

                  (b) HyComp is not a party to any contract,  agreement or other
arrangement, whether or not in writing, that requires any payment or performance
by HyComp after the date of this Agreement.

         3.8 Taxes.  HyComp (or Seller or  MicroTel)  has timely  filed with the
appropriate  taxing authorities all tax returns required to be filed by, or with
respect to,  Hycomp  (taking  into account any  extension of time to file).  The
information  on such tax  returns  is  complete  and  accurate  in all  material
respects.  HyComp,  or Seller or MicroTel,  has paid on a timely basis all taxes
due and payable. There are no liens for taxes upon the assets of HyComp. None of
HyComp,  Seller or  MicroTel  has  received  any notice from any taxing or other
governmental  authority claiming,  proposing or assessing deficiencies for taxes
with respect to the HyComp and neither MicroTel nor the Seller has any knowledge
that  there  exists  any  unpaid  (or   unreserved  in  accordance   with  GAAP)
deficiencies  for taxes with respect to HyComp.  There are no pending or, to the
knowledge of either MicroTel or Seller,  threatened  audits,  investigations  or
claims or issued and outstanding assessments for or relating to any liability in
respect of taxes of HyComp.

                                      -5-
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         3.9  Authorization of Satcon Sale and Distribution of Proceeds of Sale.
The Satcon  Sale,  the  execution  and delivery of all  documents  and all other
actions taken in connection  therewith and the  distribution  of the proceeds of
the Satcon Sale were duly  authorized by all necessary  corporate  action on the
part of Seller.

         3.10 Absences of Reporting Obligations. HyComp is not now and has never
in the past been subject to the reporting  obligations of Section 13 or 15(d) of
the United  States  Securities  Exchange  Act of 1934,  as  amended,  or similar
securities laws of any other jurisdiction.

         3.11 No Subsidiaries.  HyComp has no subsidiaries or affiliates and has
no  ownership or other  interest,  direct or  indirect,  in any other  corporate
entity,  including,  without  limitation,   HyComp  Limited,  a  United  Kingdom
corporation.

         3.11     Directors and Officers of HyComp.

                  (a) Paul  Hickey and  Lawrence  Fox are the only  officers  of
HyComp.  Paul Hickey,  George  Riley and Lawrence Fox are the only  directors of
HyComp. HyComp has no other officers or directors.

                  (b) MicroTel and Seller  shall obtain the  resignation  of all
directors and officers of HyComp  identified in  subparagraph  (a) above,  to be
effective as of the Closing or such later time as Buyers shall designate.

         3.12 Books and Records. Except as disclosed in the Disclosure Schedule,
the books of account  and other  records of HyComp,  all of which have been made
available to Buyers, are true and correct. Except as disclosed in the Disclosure
Schedule,  the minute books of HyComp contain true,  correct and, since February
29, 1984,  complete  records of all meetings held of, and corporate action taken
by, the  shareholders,  the Board of Directors,  and  committees of the Board of
Directors of HyComp. The stock books of HyComp are true,  accurate and complete.
At the  Closing,  all of such books and  records  will be in the  possession  of
HyComp.

                                    ARTICLE 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         4. Representations and Warranties of Buyer. Each Buyer, individually as
to such Buyer only, hereby represents and warrants to Seller as follows:

         4.1 Authority; No Conflict.

                  (a) If Buyer is an individual, Buyer has the legal capacity to
enter into and perform all of Buyer's obligations under this Agreement.

                  (b) If  Buyer  is a  corporation,  it is  duly  organized  and
validly  existing  under  the laws of its  respective  jurisdiction  and has all
requisite  corporate or other power and  authority to enter into this  Agreement
and perform its obligation hereunder.

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                  (d) If Buyer is a corporation,  (i) the execution and delivery
of this Agreement by Buyer, and the purchase of the Securities  pursuant hereto,
have been duly authorized by all necessary corporate or other action required on
the part of Buyer.  This Agreement has been duly executed and delivered by Buyer
and constitutes  the legal,  valid and binding  obligation of Buyer  enforceable
against Buyer in accordance  with its terms,  subject to bankruptcy,  insolvency
and other similar laws relating to or affecting the enforceability of creditors'
rights generally,  and to general  principles of equity, and (ii) The execution,
delivery and  performance of this Agreement by Buyer,  and the  consummation  by
Seller  of the  transactions  contemplated  hereby,  will not  conflict  with or
violate the organizational documents of Buyer, or conflict with, violate, result
in the breach of any term of, constitute a default under, or require the consent
of or any notice to or filing  with any third  party or  governmental  authority
under,  any agreement or instrument to which Buyer is a party or any law, order,
rule,  regulation,  decree,  writ or injunction of any governmental  body having
jurisdiction over Buyer or its respective  properties,  except for such consents
or filings as have been obtained or made.

         4.2      Investment Representations.

                  (a) Buyer  acknowledges  that (i) the Securities have not been
registered under the Securities Act, or any state securities laws, and cannot be
sold or  otherwise  disposed  of except in a  transaction  registered  under the
Securities Act and any applicable  state securities laws, or that is exempt from
such  registration,  and  (ii) so  long as  required  by law,  each  certificate
representing the Securities will bear a legend to the following effect:

                  "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY
                  NOT BE SOLD OR  OTHERWISE  DISPOSED  OF EXCEPT  PURSUANT TO AN
                  EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
                  APPLICABLE  STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT AND SUCH LAWS."

                  (b)      Buyer either:

          (i)       certifies that it is an accredited  investor as that term is
                    defined in Rule 501 promulgated under the Securities Act, or

          (ii)      certifies that it: (A) is not a U.S.  person as that term is
                    defined in Rule 902  promulgated  under the Securities  Act;
                    (B) is not  acquiring  the  Securities  for the  account  or
                    benefit  of any  U.S.  person;  (C)  agrees  to  resell  the
                    Securities   only  in  accordance  with  the  provisions  of
                    Regulation S promulgated  under the Securities Act, pursuant
                    to registration  under the Securities Act, or pursuant to an
                    available  exemption from registration  under the Securities
                    Act;  and (D) agrees  not to engage in hedging  transactions
                    involving  the  Securities  except  in  accordance  with the
                    Securities Act and acknowledges that, so long as required by
                    law, the certificates  representing the Securities will bear
                    a legend to the following effect:


                                      -7-
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                           "HEDGING  TRANSACTIONS  INVOLVING   THE    SECURITIES
                           REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED
                           UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."

                  (c) The  Securities  are being  acquired  by Buyer for his own
account and not for any other person or entity,  for investment only and with no
intention of  distributing or reselling (and will not distribute or resell) such
Securities or any part thereof or interest therein in any transaction that would
violate the registration  requirements of the Securities Act or other applicable
securities laws.

         4.3 Distribution of Satcon Proceeds.  Buyer acknowledges that Seller is
entitled to its ratable share of the net proceeds  from the Satcon Sale,  and if
the  distribution  of such proceeds to HyComp's  shareholders  is made after the
Closing,  Buyers will hold in trust for and  promptly  pay over to Seller any of
such  proceeds  received  by Buyer  following  the Closing on account of Buyer's
ownership interest in HyComp.

                                    ARTICLE 5

                        COVENANTS OF SELLER AND MICROTEL

         5.1 Filing of Tax Returns.  Seller,  and/or  MicroTel shall prepare and
file all tax returns of HyComp with respect to all periods ending on or prior to
the Closing  Date and shall pay all taxes with  respect to such periods and with
respect to the  pre-Closing  Date  portion of any taxable  period of HyComp that
includes but does not end on the Closing Date.

                                    ARTICLE 6

                          INDEMNIFICATION AND REMEDIES

         6.       Indemnification; Remedies.

         6.1      By Seller and MicroTel.

                  (a) Seller and MicroTel,  jointly and severally,  hereby agree
promptly upon demand to indemnify and hold harmless Buyers and their  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  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 following:

                    (i)       Any   breach  by  Seller   or   MicroTel   of  any
                              representation  or  warranty of Seller or MicroTel
                              in this Agreement;

                    (ii)      Any   breach  of  any   covenant,   agreement   or
                              obligation of Seller or MicroTel contained in this
                              Agreement;

                                        -8-

<PAGE>

                    (iii)     The  operation  of the business of HyComp prior to
                              the Closing Date,  including any warranty claim or
                              product   liability  claim  relating  to  products
                              manufactured  or  sold  by  HyComp  prior  to  the
                              Closing;

                    (iv)      Unpaid debts, liabilities or obligations of HyComp
                              incurred  prior to the  Closing  Date,  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;

                    (v)       Any claim by any  person or other  liabilities  or
                              obligations  relating  to: (A) the Satcon  Sale or
                              the authorization or consummation thereof; (B) the
                              breach of any representation,  warranty, covenant,
                              agreement  or  obligation  of Seller,  MicroTel or
                              HyComp   relating   to  the  Satcon  Sale  or  any
                              documents  in  connection  therewith,   including,
                              without limitation,  any claims made in connection
                              with the Asset  Purchase  Agreement by and between
                              HyComp and HyComp  Acquisition  Corp.  dated March
                              31, 1999; or (C) the  distribution of the proceeds
                              of the Satcon Sale;

                    (vi)      Any claims by any person or other  liabilities  or
                              obligations  relating  to any  preferred  stock of
                              HyComp issued and outstanding prior to the Closing
                              Date,  the  redemption  or  conversion  thereof or
                              dividends  accrued in respect thereof prior to the
                              Closing Date;

                    (vii)     All taxes  that may be  imposed  upon or  assessed
                              against HyComp  (including  taxes imposed pursuant
                              to Treas.  Reg.ss.1.1502-6)  or the assets thereof
                              with  respect to all taxable  periods of HyComp or
                              portion  thereof ending on or prior to the Closing
                              Date,  and with respect to all taxable  periods of
                              the Seller, MicroTel and their subsidiaries (other
                              than  HyComp)  ending  prior to or  including  the
                              Closing  Date,  or arising by reason of any breach
                              by  MicroTel  or Seller of any  representation  or
                              warranty of Seller or  MicroTel in this  Agreement
                              and any losses, damages, liabilities, obligations,
                              deficiencies,   costs  and  expenses  incurred  in
                              connection therewith; and

                    (viii)    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 Seller, MicroTel
                              or  HyComp  in  connection  with the  transactions
                              contemplated hereby.


         6.2      Indemnification by Buyers.

                  (a) Each Buyer, severally as to such Buyer only, hereby agrees
promptly upon demand to indemnify and hold  harmless  Seller and its  affiliates
and their  respective  officers,  directors,  employees  and agents  against all
claims, damages,  losses,  liabilities,  costs and expenses (including,

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<PAGE>

without limitation, settlement costs and any legal, accounting or other expenses
for  investigating  or defending any actions or threatened  actions)  reasonably
incurred by such persons, in connection with each and all of the following:

                    (i)       Any  breach  by  Buyer  of any  representation  or
                              warranty of Buyer in this Agreement;

                    (ii)      Any   breach  of  any   covenant,   agreement   or
                              obligation of Buyer  contained in this  Agreement;
                              and

                    (iii)     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  Buyer  in
                              connection  with  the  transactions   contemplated
                              hereby.

         6.3 Claims for  Indemnification.  Whenever  any claim  shall  arise for
indemnification  hereunder the party seeking  indemnification  (the "Indemnified
Party"),  shall promptly  notify the party from whom  indemnification  is sought
(the "Indemnifying  Party") of the claim and, when known, the facts constituting
the basis for such  claim.  In the event of any such  claim for  indemnification
hereunder resulting from or in connection with any claim or legal proceedings by
a third-party, the notice to the Indemnifying Party shall specify, if known, the
amount or an  estimate of the amount of the  liability  arising  therefrom.  The
Indemnified  Party shall not settle or compromise any claim by a third party for
which it is  entitled to  Indemnification  hereunder  without the prior  written
consent of the Indemnifying Party, which shall not be unreasonably withheld. The
Indemnifying  Party shall not settle or  compromise  any such claim  unless such
settlement  or  compromise  is without any cost to, and  provides for a full and
unconditional release of, the Indemnified Party.

         6.4 Defense of  Indemnifying  Party.  In connection  with any indemnity
hereunder  resulting  from or arising out of any claim or legal  preceding  by a
third-party,  the  Indemnifying  Party at its sole cost and  expense  may,  upon
written notice to the Indemnified Party, assume the defense of any such claim or
legal  proceeding with counsel of its choice who shall be reasonably  acceptable
to the Indemnified  Party. In such case, the Indemnified Party shall be entitled
to  participate  in (but not  control)  the  defense  of any such claim or legal
proceeding,  with its counsel and at its own expense.  If the Indemnifying Party
does not assume the defense of any such claim or legal proceeding  within thirty
(30) days after the date the Indemnified  Party delivers notice of such claim to
the Indemnifying  Party,  (a) the Indemnified  Party may, upon written notice to
the  Indemnifying  Party,  defend  against such claim or legal  proceeding  with
counsel of its choice who shall be  reasonably  acceptable  to the  Indemnifying
Party,  at the  cost and  expense  of the  Indemnifying  Party,  payable  to the
Indemnified Party on demand as incurred, and (b) the Indemnifying Party shall be
entitled to  participate in (but not control) the defense of such claim or legal
proceeding with its counsel and at its own cost and expense.

                                    ARTICLE 7

                                  MISCELLANEOUS

         7.1 Further  Assurances.  By its signature hereto,  each party consents
and agrees to all of the  transactions  contemplated  hereby.  Each party hereto
shall execute,  deliver, file and record any and all

                                      -10-
<PAGE>

instruments,  certificates, agreements and other documents, and take any and all
other  actions,  as  reasonably  requested by any other party hereto in order to
consummate the transactions contemplated hereby.

         7.2 Notices.  All notices,  requests,  demands and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given or
made if (i) sent by  registered or certified  mail,  return  receipt  requested,
postage prepaid,  (ii) hand delivered,  (iii) sent by prepaid overnight carrier,
with a record  of  receipt  or (iv)  sent by  facsimile  (with  confirmation  of
receipt), to the parties at the following address (or at such other addresses as
shall be specified by the parties by like notice):

                  (i)      To Seller or MicroTel:
                           Microtel International, Inc.
                           4290 East Brickell Street
                           Ontario, California  91761-1511
                           Attention:  Carmine T. Oliva

                  (ii)     To Buyers:
                           Simmonds Capital Limited
                           580 Granite Court
                           Pickering, Ontario L1W 3Z4
                           CANADA
                           Attention:  John G. Simmonds

                           with a copy to:
                           Kramer, Levin, Naftalis & Frankel LLP
                           919 Third Avenue
                           New York, New York  10022
                           Attention:  Scott S. Rosenblum, Esq.

Each  notice or other  communication  shall be deemed to have been  given on the
date received.

         7.3.  Successors.  This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors,  permitted
assigns, personal representatives, heirs, executors and estates.

         7.4  Severability.  Any provision in this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective to the extent of such prohibition or  unenforceability  at such time
without  invalidating the remaining  provisions hereof, and any such prohibition
or  unenforceability  in any  jurisdiction  at such time shall not invalidate or
render  unenforceable  such provision in any other  jurisdiction  or in the same
jurisdiction  at any other time,  so long as the economic or legal  substance of
the  transactions  contemplated  hereby is not affect in any  manner  materially
adverse to any party.  To the extent  permitted by  applicable  law, the parties
hereto waive any provision of law which renders any provision hereof  prohibited
or unenforceable in any respect.

                                      -11-
<PAGE>

         7.5 Amendment; Waiver; Extension Waiver. This Agreement may be amended,
supplemented or otherwise  modified only by the written agreement of the parties
hereto.  Any waiver of any provision of this  Agreement  shall be in writing and
executed by the parties hereto,  and any such waiver shall be effective only for
the specific purpose for which it is given and for the specific time period,  if
any,  contemplated  therein.  The  parties  hereto  may  extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
waive any inaccuracies in the representations and warranties contained herein or
in any document  delivered  pursuant hereto and waive compliance with any of the
agreements or conditions  contained herein. Any agreement on the part of a party
hereto to any such  extension  or waiver  shall be valid  only if set forth in a
written instrument singed on behalf of all parties.

         7.6  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  each of which when so executed  and  delivered  shall be deemed an
original and all of which taken  together shall  constitute one agreement.  This
Agreement may be delivered by facsimile  transmission with the same effect as if
delivered in person.

         7.7  Buyer  Representative;  Execution.  The  Buyer  Representative  is
empowered to act on behalf of any or all of the Buyers under this Agreement and,
unless a Buyer notifies Seller and MicroTel to the contrary, Seller and MicroTel
shall  regard  the  Buyer  Representative  as the  agent of such  Buyer  for all
purposes under this Agreement.

         7.8 Waiver of Jury Trial.  The parties  hereto  hereby  unconditionally
waive  trial  by  jury  in any  suit,  action  or  proceeding  relating  to this
Agreement.

         7.9 Specific Performance. Each party hereto recognizes and acknowledges
that a breach by such party of any  covenants  or  agreements  contained in this
Agreement  will cause the other parties to sustain  damages for which they would
not have an adequate  remedy at law for money damages,  and therefore each party
agrees that in the event of any such breach the  non-breaching  parties shall be
entitled to the remedy of specific  performance  of such  covenant and agreement
and  injunctive  and other  equitable  relief in addition to any other remedy to
which such non-breaching parties may be entitled,  at law or in equity,  without
the posting of any bond and without proving that damages would be inadequate.

         7.10 Governing  Law. This Agreement  shall be governed by and construed
in  accordance  with the internal  laws of the State of New York  applicable  to
contracts made and to be wholly performed within such State,  without  reference
to principles of conflicts of laws.

         7.11   Jurisdiction;   Venue.   The  parties  hereto   irrevocably  and
unconditionally submit to the jurisdiction of any State or Federal court sitting
in the City of New  York,  Borough  of  Manhattan,  over  any  suit,  action  or
proceeding arising out of or relating to this Agreement. Service of any process,
summons,  notice  or  document  by  registered  mail  addressed  to any party as
provided in Section  6.2 hereof  shall be  effective  service of process for any
suit,  action or proceeding  brought  against such party in any such court.  The
parties hereto irrevocably and unconditionally waive any objection to the laying
of venue of any such suit,  action or  proceeding  brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient  forum. A final judgment in any suit,  action or
proceeding  brought in any such court shall be  conclusive  and binding

                                      -12-
<PAGE>

upon the parties and may be enforced in any other courts to whose jurisdiction a
party is or may be subject, by suit upon such judgment.

         7.12 Entire  Agreement;  Interpretation.  This  Agreement  contains the
entire  agreement  between the parties relating to the subject matter hereof and
supersedes  all oral  statements and prior  writings with respect  thereto.  The
headings  contained in this Agreement are for reference  purposes only and shall
not  affect  in any way the  meaning  or  interpretation  of this  Agreement.  A
reference  to a gender in this  Agreement  shall be  interpreted  to include the
masculine, feminine and/or neutral gender, as applicable.

         7.13 Certain  Costs and  Expenses.  Each party hereto shall pay its own
costs in connection with the preparation and execution of this Agreement.


                                      -13
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.

                                   SELLER:

                                   XIT CORPORATION


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

                                   MICROTEL INTERNATIONAL, INC.


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


                                   BUYERS:


                                   /s/ Lawrence Aziz
                                   Lawrence Aziz


                                   /s/ Rabbi Beck
                                   Rabbi Beck


                                   /s/ Andrew Buck
                                   Andrew Buck


                                   /s/ Buckingham Securities
                                   Buckingham Securities


                                   /s/ Richard Cole
                                   Richard Cole


                                   /s/ Robert Douglas
                                   Robert Douglas


                                      -14-

<PAGE>


                                   /s/ Paul Dutton
                                   ------------------------------------
                                   Paul Dutton


                                   /s/ Scott Geram
                                   ------------------------------------
                                   Scott Geram


                                   /s/ Chris Green
                                   ------------------------------------
                                   Chris Green


                                   /s/ Mark Gregory
                                   ------------------------------------
                                   Mark Gregory


                                   /s/ Max Hahne
                                   ------------------------------------
                                   Max Hahne


                                   /s/ Doug Haslam
                                   ------------------------------------
                                   Doug Haslam


                                   /s/ Scott Henderson
                                   ------------------------------------
                                   Scott Henderson


                                   /s/ Gary Hokkanen
                                   ------------------------------------
                                   Gary Hokkanen


                                   /s/ Ian Macdonald
                                   ------------------------------------
                                   Ian Macdonald


                                   /s/ Ted Markovitz
                                   ------------------------------------
                                   Ted Markovitz


                                   /s/ Richard Mason
                                   ------------------------------------
                                   Richard Mason



                                      -15-
<PAGE>


                                   /s/ Cathy Masulka
                                   ------------------------------------
                                   Cathy Masulka


                                   /s/ Jim McLean
                                   ------------------------------------
                                   Jim McLean


                                   /s/ David O'Kell
                                   ------------------------------------
                                   David O'Kell


                                   /s/ Andrew Penichev
                                   ------------------------------------
                                   Andrew Penichev


                                   /s/ Rich Reda
                                   ------------------------------------
                                   Rich Reda


                                   /s/ Robert Sali
                                   ------------------------------------
                                   Robert Sali


                                   /s/ Cliff Schmitt
                                   ------------------------------------
                                   Cliff Schmitt


                                   /s/ Claude Simmonds
                                   ------------------------------------
                                   Claude Simmonds


                                   /s/ Deborah Simmonds
                                   ------------------------------------
                                   Deborah Simmonds


                                   /s/ Graham Simmonds
                                   ------------------------------------
                                   Graham Simmonds


                                   /s/ Jack Simmonds
                                   ------------------------------------
                                   Jack Simmonds

                                      -16-

<PAGE>




                                   /s/ John Simmonds
                                   ------------------------------------
                                   John Simmonds


                                   /s/ Tony Smith
                                   ------------------------------------
                                   Tony Smith


                                   /s/ Christopher Smith
                                   ------------------------------------
                                   Christopher Smith


                                   /s/ Arnold Smolen
                                   ------------------------------------
                                   Arnold Smolen


                                   /s/ Robert Sturgess
                                   ------------------------------------
                                   Robert Sturgess


                                   /s/ David Tingley
                                   ------------------------------------
                                   David Tingley


                                   /s/ Carrie Weiler
                                   ------------------------------------
                                   Carrie Weiler

                                      -17-
<PAGE>



                                   SCHEDULE I

                                                                 Number of
                                                             Shares Purchased
Name and Address of Buyer

Lawrence Aziz                                                     250,000
1305 Morningside Ave, Unit 15
Scarborough, ON  M1B 4Z5
Rabbi Beck                                                        500,000


Andrew Buck                                                        50,000
15 Maple Ave., Unit 3
Toronto, ON  M4W 2T5

Buckingham Securities                                              40,000
130 King St. W., Suite 1310
Toronto, ON  M5X 1E2

Richard Cole                                                       50,000
c/o Jones Gable
110 Yonge St.
Toronto, ON  M5C 1T4

Robert Douglas                                                     75,000
100-21650 Oxnard St.
Woodland Hills, CA  91367

Paul Dutton                                                       250,000
590 King St., Suite 403
Toronto, ON  M5V 1M3

Scott Geram                                                       500,000
c/o Weatherly Securities
Two World Trade Center
New York, New York  10048

Chris Green                                                       250,000
580 Granite Court
Pickering, ON  L1W 3Z4

Mark Gregory                                                      100,000
580 Granite Court
Pickering, ON  L1W 3Z4

                                      -18-
<PAGE>

                                                                 Number of
                                                             Shares Purchased
Name and Address of Buyer

Max Hahne                                                         250,000
590 King St., Suite 403
Toronto, ON  M5V 1M3

Doug Haslam                                                       500,000
4577 Lighthouse Lane
Naples, Fl  34112

Scott Henderson                                                   500,000
157 Dickens St.
Coppell, TX  75019

Gary Hokkanen                                                     500,000
580 Granite Court
Pickering, ON  L1W 3Z4

Ian Macdonald                                                     500,000
243 Dalwish Ave.
North York, ON  M4N 1J2

Ted Markovitz                                                     500,000
14 Blue Forest Drive
Toronto, ON  M3H 4W2

Richard Mason                                                      50,000
c/o Nesbitt Burns
1 First Canadian Place
Toronto, ON M5X 1H3

Cathy Masulka                                                      14,798
580 Granite Court
Pickering, ON  L1W 3Z4

Jim McLean                                                         50,000
c/o Nesbitt Burns
1 First Canadian Place
Toronto, ON M5X 1H3

David O'Kell                                                      500,000
580 Granite Court
Pickering, ON  L1W 3Z4

                                      -19-
<PAGE>

                                                                 Number of
                                                             Shares Purchased
Name and Address of Buyer

Andrew Penichev                                                    85,000
31 Esgore Dr.
Toronto, ON  M5M 3R2

Rich Reda                                                         500,000
c/o Weatherly Securities
Two World Trade Center
New York, New York  10048

Robert Sali                                                        50,000
c/o 666 Burrard St.
Suite 1690
Vancouver, BC V6C 2X8

Cliff Schmitt                                                      25,000
1214 Maple Gate Rd.
Pickering, ON L1X 1S7

Claude Simmonds                                                   200,000
580 Granite Court
Pickering, ON  L1W 3Z4

Deborah Simmonds                                                  100,000
580 Granite Court
Pickering, ON  L1W 3Z4

Graham Simmonds                                                   500,000
580 Granite Court
Pickering, ON  L1W 3Z4

Jack Simmonds                                                      50,000
580 Granite Court
Pickering, ON  L1W 3Z4

John Simmonds                                                     500,000
580 Granite Court
Pickering, ON  L1W 3Z4

Tony Smith                                                        250,000
580 Granite Court
Pickering, ON  L1W 3Z4

                                      -20-
<PAGE>


                                                                 Number of
                                                             Shares Purchased
Name and Address of Buyer

Christopher Smith                                                  50,000
c/o Goepel McDermid
151 Yonge St., Suite 1300
Toronto, ON  M5C 3A2

Arnold Smolen                                                     100,000
2515 Boston St., Unit 1103
Baltimore, MD  21224

Robert Sturgess                                                   500,000
c/o Michael Stern Associates
70 University Ave., Suite 370
Toronto, ON  MAJ M

David Tingley                                                      50,000
c/o 580 Granite Court
Pickering, ON  L1W 3Z4

Carrie Weiler                                                     500,000
580 Granite Court
Pickering, ON  L1W 3Z4

Simmonds Capital Limited                                          151,700
580 Granite Court
Pickering, ON  L1W 324

Total                                                           9,041,498

                                      -21-
<PAGE>



                                   SCHEDULE II

                               DISCLOSURE SCHEDULE


Upon the Closing (as therein  defined) of the Stock  Purchase  Agreement  by and
between  SIMMONDS  CAPITAL  LIMITED  and  HYCOMP,  INC.  relating  to all of the
outstanding  capital stock of  EIEIHOME.COM,  INC. dated as of October 14, 1999,
HyComp,  Inc. has agreed to issue  Lawrence Fox 500,000  shares of HyComp,  Inc.
common stock, par value $0.01 per share.


                                      -22-
<PAGE>


                                                                       Exhibit A



                                      -23