<PAGE>

THE WARRANTS REPRESENTED BY THIS CERTIFICATE ("WARRANTS") AND THE UNDERLYING
WARRANT SHARES ("WARRANT SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").  THE WARRANTS MAY NOT BE
EXERCISED OFFERED OR SOLD UNLESS, IN EACH CASE, THE WARRANTS AND WARRANT SHARES
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE, AS EVIDENCED BY AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY.

THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED, SOLD, PLEDGED,
HYPOTHECATED AND ENCUMBERED NOT EXCEPT PURSUANT TO THE PROVISIONS CONTAINED
HEREIN.


                          WARRANTS TO PURCHASE COMMON STOCK

     MICROTEL INTERNATIONAL, INC., a Delaware corporation (the "Company") hereby
grants to __________________________ (the "Holder") _________________________
(___________) transferable warrants (the "Warrants") for the purchase of common
stock of the Company (the "Common Stock"), with each whole Warrant entitling 
the Holder to purchase one share of Common Stock (each a "Warrant Share" and 
collectively the "Warrant Shares") on the terms and subject to the conditions 
set forth herein.

     1.   TERM.  The Warrants may be exercised, in whole or in part, at any time
and from time to time from the date hereof until 5:00 Pacific Time on May 22,
2001 (the "Exercise Period").

     2.   EXERCISE PRICE.  The initial exercise price of each whole Warrant
shall be $1.25 per share (the "Exercise Price").  The Exercise Price shall be
subject to adjustment as provided in Section 9.

     3.   EXERCISE OF WARRANTS.  The Warrants are exercisable on the terms 
provided herein at any time during the Exercise Period by the surrender of 
this certificate to the Company at its principal office together with the 
Notice of Exercise annexed hereto duly completed and executed on behalf of 
the Holder, accompanied by payment in full, in immediately available funds, 
of the amount of the aggregate Exercise Price of the Warrant Shares being 
purchased upon such exercise.  The Holder shall be deemed the record owner of 
such Warrant Shares as of and from the close of business on the date on which 
this certificate is surrendered together with the completed Notice of 
Exercise and payment in full as required above (the "Exercise Date").  The 
Company agrees that the Warrant Shares so purchased shall be issued as soon 
as practicable thereafter.  It shall be a condition to the exercise of the 
Warrants that the Holder or any transferee hereof provide an opinion of 
counsel reasonably satisfactory to the Company that the Warrants and the 
Warrant Shares to be delivered upon exercise thereof have been registered 
under the Securities Act or that an exemption from the registration 
requirements of the Securities Act is available.  

<PAGE>

     4.   FRACTIONAL INTEREST.  In lieu of issuing fractional shares of 
Common Stock upon exercise of the Warrants, the Company may pay the Holder a 
cash amount determined by multiplying the fraction of a share otherwise 
issuable by the Fair Market Value of one share of Common Stock.  For this 
purpose, "Fair Market Value" means the average closing sale price for the ten 
trading days immediately preceding the Exercise Date or, if there is no 
last-sale reporting for the Common Stock at such time, then the value as 
determined in good faith by the Board of Directors of the Company.

     5.   WARRANTS CONFER NO RIGHTS OF STOCKHOLDER.  The Holder shall not 
have any rights as a stockholder of the Company with regard to the Warrant 
Shares prior to the Exercise Date for any actual purchase of Warrant Shares.

     6.   INVESTMENT REPRESENTATION.  Neither the Warrants nor the Warrants 
Shares issuable upon the exercise of the Warrants have been registered under 
the Securities Act or any state securities laws.  The Holder acknowledges by 
signing this certificate that, as of the date of this Warrant and at the time 
of exercise that: (a) the Holder has acquired the Warrant or the  Warrant 
Shares, as the case may be, for the Holder's own account; (b) the Holder has 
acquired the Warrants or the Warrant Shares, as the case may be, for 
investment and not with a view to distribution; and (c) either the Holder has 
a pre-existing personal or business relationship with the Company or its 
executive officers, or by reason of the Holder's business or financial 
experience the Holder has the capacity to protect the Holder's own interests 
in connection with the transaction.  The Holder agrees, by acceptance of this 
certificate, that any Warrant Shares purchased upon exercise of the Warrants 
may have to be held indefinitely, until registered and qualified for resale 
pursuant to Section 7, or until an exemption from registration is available, 
as evidenced by an opinion of counsel reasonably satisfactory to the Company. 
The Holder, by acceptance of this certificate, consents to the placement of a 
restrictive legend (the "Legend") on the certificates representing any 
Warrant Shares that are purchased upon exercise of the Warrants during the 
applicable restricted period under Rule 144 or any other applicable 
restricted period under the Securities Act.  The Legend shall be in 
substantially the following form:

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  SUCH SHARES
     HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED,
     PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
     STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, UNLESS IN THE WRITTEN LEGAL OPINION (APPROVED BY THE COMPANY)
     OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION IS NOT
     REQUIRED.


<PAGE>

     7.   REGISTRATION RIGHTS.  The shares of Common Stock underlying the 
Warrants shall be accorded the same registration rights as the Conversion 
Shares issuable pursuant to the Subscription Agreement for Series A 
Convertible Preferred Stock executed by the Company and the Holder dated of 
even date herewith.

     8.   RESERVATION OF SHARES.  The Company agrees that, at all times 
during the Exercise Period, the Company will have authorized and reserved, 
for the exclusive purpose of issuance and delivery upon exercise of the 
Warrants, a sufficient number of shares of its Common Stock to provide for 
the issuance of the Warrant Shares.

     9.   ADJUSTMENT FOR CHANGES IN CAPITAL STOCK.  If the Company at any 
time during the Exercise Period shall, by subdivision, combination or 
reclassification of securities, change any of the securities into which the 
Warrants are exercisable into the same or a different number of securities of 
any class or classes, the Warrants shall thereafter entitle the Holder to 
acquire such number and kind of securities as would have been issuable as a 
result of such change with respect to the Warrant Shares if the Warrant 
Shares had been outstanding immediately prior to such subdivision, 
combination, or reclassification.  If shares of the Company's Common Stock 
are subdivided into a greater number of shares of Common Stock, the Exercise 
Price for the Warrant Shares upon exercise of the Warrants shall be 
proportionately reduced and the number of Warrant Shares shall be 
proportionately increased; and conversely, if shares of the Company's Common 
Stock are combined into a smaller number of shares of Common Stock, the 
Exercise Price shall be proportionately increased, and the number of Warrant 
Shares shall be proportionately decreased.

     10.  LOSS, THEFT, DESTRUCTION OR MUTILATION OF CERTIFICATE.  Upon 
receipt by the Company of evidence reasonably satisfactory to it of the loss, 
theft, destruction or mutilation of any certificate representing the Warrants 
or the Warrant Shares (referred to herein as the "original certificate"), and 
in case of loss, theft or destruction, of indemnity or security reasonably 
satisfactory to the Company, and upon reimbursement to the Company of all 
reasonable expenses incidental thereto, and upon surrender and cancellation 
of the original certificate if mutilated, the Company will make and deliver a 
new certificate of like tenor in lieu of the original certificate.

     11.  ASSIGNMENT.  The Warrants may be transferred subject to the 
provisions of Section 6.

     12.  GENERAL.  This certificate shall be governed by and construed in 
accordance with the laws of the State of California applicable to contracts 
between California residents entered into and to be performed entirely within 
the State of California.  The headings herein are for purposes of convenience 
and reference only and shall not be used to construe or interpret the terms 
of this certificate.  The terms of this certificate may be amended, waived, 
discharged or terminated only by a written instrument signed by both the 
Company and the Holder.  All notices and other communications from the 
Company to the Holder shall be mailed by first-class registered or certified 
mail, postage pre-paid, to the address furnished to the Company in writing by 
the last Holder who shall have furnished an address to the Company in writing.

<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Agreement on May 
__ , 1998.

                                     MICROTEL INTERNATIONAL, INC.



Dated:_____________                 By:__________________________________
                                             (Authorized Signature)



                                       ___________________________________
                                               (Name and Title)


                                    HOLDER


Dated:_____________                 By:__________________________________
                                         (Authorized Signature)


                                        _________________________________
                                          (Name and Title)

<PAGE>

                                  NOTICE OF EXERCISE

To:   MicroTel International, Inc. (the "Company")

      1.   The undersigned hereby elects to exercise a total of ___________
Warrants for the purchase of a like number of Warrant Shares, and tenders
herewith payment of the Exercise Price for such shares in full.

      2.   In exercising the Warrants, the undersigned hereby confirms and 
acknowledges that: (a) the Warrant Shares are being acquired solely for the 
account of the undersigned for investment and not with a view to or for sale 
in connection with any distribution; (b) the undersigned has a pre-existing 
personal or business relationship with the Company or its executive officers, 
or by reason of the undersigned's business or financial experience the 
undersigned has the capacity to protect the undersigned's own interests in 
connection with the exercise of the Warrants; and (c) the undersigned will 
not offer, sell or otherwise dispose of any of the Warrant Shares unless the 
Warrant Shares have been registered under the Securities Act or an exemption 
from such registration is available, as evidenced by an opinion of counsel 
reasonably satisfactory to the Company.

      3.   The undersigned hereby certifies that the undersigned has 
delivered to the Company an opinion of counsel to the effect that the 
Warrants and the Warrant Shares have been registered under the Securities Act 
or an exemption from such registration is available.

      4.   Please issue a certificate representing the Warrant Shares in the 
name of the Holder and deliver the certificate to the address set forth below.

      5.   Please issue a new certificate representing the unexercised 
portion (if any) of the Warrants in the name of the Holder and deliver the 
certificate to the address set forth below.

Dated: _____________               _________________________________
                                   (Name)

                                   _________________________________
                                   (Authorized Signature)


                                   Address for Delivery:
                              
                                   _________________________________
                                   
                                   _________________________________

                                   _________________________________

                                   _________________________________