<PAGE>

     THE OFFER AND SALE OF THE SECURITIES REFERRED TO IN THIS AGREEMENT (THE 
"OFFERING") HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 
1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND SUCH SHARES 
ARE BEING OFFERED AND SOLD IN RELIANCE ON THE EXEMPTION FROM THE SECURITIES 
REGISTRATION AND QUALIFICATION REQUIREMENTS OF THE ACT AND SUCH LAWS OFFERED 
BY SECTION 4(2) OF THE ACT.  ACCORDINGLY, THE SECURITIES MAY NOT BE 
TRANSFERRED OR RESOLD WITHOUT REGISTRATION AND QUALIFICATION UNDER THE ACT 
AND APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH 
REGISTRATION AND QUALIFICATION UNDER THE ACT AND SUCH LAWS IS THEN AVAILABLE. 
 THE OFFER AND SALE OF THE SECURITIES EFFECTED HEREBY HAVE NOT BEEN APPROVED 
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE 
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE 
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING.

                            SUBSCRIPTION AGREEMENT 
                         MICROTEL INTERNATIONAL, INC.
                    CONVERTIBLE PREFERRED STOCK - SERIES A

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THIS SUBSCRIPTION AGREEMENT (hereinafter the "Agreement") has been executed 
by the undersigned (collectively the "Buyer") in connection with the sale of 
certain Securities designated as Series A Convertible Preferred Stock 
(hereinafter the "Preferred Shares"), which are convertible into shares of 
common stock (hereinafter the "Conversion Shares") of MicroTel International, 
Inc. (the "Company").

1.   AGREEMENT TO SUBSCRIBE; PURCHASE PRICE

     1.1  Each Buyer hereby subscribes for the number of Preferred Shares set 
forth below on the signature page of this Agreement which Preferred Shares 
shall be convertible into Conversion Shares of the Company in accordance with 
the terms set forth in the Certificate of Designations, Rights and 
Preferences of Preferred Stock attached as Exhibit A to this Agreement (the 
"Conversion Shares"), at a purchase price of $10,000 per Preferred Share 
payable in United States Dollars.

     1.2  Buyer shall pay the purchase price by delivering same day funds in 
United States Dollars to the Company upon delivery of the Preferred Shares by 
the Company to Buyer.


<PAGE>

2.   REPRESENTATIONS AND WARRANTIES.

     2.1  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company 
represents and warrants that as of the date of this Agreement:

          (a)  EXISTENCE.  The Company is a corporation duly organized and in 
     good standing under the laws of the State of Delaware and is duly 
     qualified to do business and is in good standing in all states where 
     such qualification is necessary, except for those jurisdictions in which 
     the failure to qualify would not, in the aggregate, have a material 
     adverse effect on the Company's financial condition, results of 
     operations or business.

          (b)  AUTHORITY.  The execution and delivery by the Company of this 
     Agreement and the Preferred Stock  (i) are within the Company's 
     corporate powers; (ii) are duly authorized by the Company's board of 
     directors; (iii) are not in contravention of the terms of the Company's 
     certificate of incorporation or bylaws; (iv) are not in contravention of 
     any law or laws; (v) except for the filing of a Form D Notice with the 
     Securities and Exchange Commission and any exemption filing related 
     thereto which may be required pursuant to applicable state securities or 
     "blue sky" laws, do not require any governmental consent, registration 
     or approval; (vi) do not contravene any contractual or governmental 
     restriction binding upon the Company; and (vii) will not result in the 
     imposition of any lien, charge, security interest or encumbrance upon 
     any property of the Company under any existing indenture, mortgage, deed 
     of trust, loan or credit agreement or other material agreement or 
     instrument to which the Company is a party or by which the Company or 
     any of the Company's property may be bound or affected.

          (c)  BINDING EFFECT.  This Agreement has been duly authorized, 
     executed and delivered by the Company and constitutes the valid and 
     legally binding obligation of the Company, enforceable in accordance 
     with its terms, subject to bankruptcy, insolvency, reorganization and 
     other laws of general applicability relating to or affecting creditors' 
     rights and to general equity principles.

          (d)  CAPITALIZATION.  The authorized capital stock of the Company 
     consists of 25,000,000 shares of Common Stock, par value $.0033 per 
     share, 11,927,793 shares of which are issued and outstanding and 
     10,000,000 shares of Preferred Stock, par value $.01 per share, of which 
     none are outstanding.  The shares of common stock issuable upon 
     conversion of the Preferred Stock (the "Conversion Shares") have been 
     duly and validly authorized and reserved for issuance and, when issued 
     and delivered in accordance with the terms of this Agreement, will be 
     duly and validly issued, fully paid and non-assessable.  

          (e)  SEC DOCUMENTS.  The Company has furnished each Buyer with a 
     true and complete copy of the Company's Report on Form 10-K for the 
     fiscal year ended December 31, 1997 and Form 10-Q for the quarter ended 
     March 31, 1998 (the "Disclosure Documents").  Except as disclosed in the 
     Disclosure Documents, since December 31, 1997 the Company has not 
     incurred any material liability except in the 


                                       2

<PAGE>

     ordinary course of its business consistent with past practice and there 
     has not been any change in the business, financial condition or results 
     of operations of the Company which has had a material adverse effect on 
     the Company.  Since January 1, 1997, the Company has filed with the 
     Securities and Exchange Commission (the "SEC") all documents required to 
     be filed pursuant to the Securities Exchange Act of 1934, as amended 
     (the "Exchange Act"), and the rules and regulations promulgated 
     thereunder.  As of their respective dates, the Disclosure Documents 
     complied in all material respects with the requirements of the Exchange 
     Act, and the rules and regulations of the SEC thereunder applicable to 
     such Disclosure Documents, and the Disclosure Documents did not contain 
     any untrue statement of a material fact or omitted to state a material 
     fact required to be stated therein or necessary to make the statements 
     therein, in light of the circumstances under which they were made, not 
     misleading.  The financial statements of the Company included in the 
     Disclosure Documents (the "Financial Statements") comply as to form in 
     all material respects with applicable accounting requirements and with 
     the published rules and regulations of the SEC with respect thereto.  
     The Financial Statements are accurate, complete and have been prepared 
     in accordance with the books and records of the Company and in 
     accordance with generally accepted accounting principles applied on a 
     consistent basis during the periods involved (except as may be indicated 
     in the notes thereto and fairly present (subject, in the case of the 
     unaudited statements, to normal, recurring audit adjustments that are 
     not material) the consolidated financial position of the Company as at 
     the dates thereof and the consolidated results of its operations and 
     cash flows for the periods then ended.  

          (f)  LITIGATION.  Except as set forth in the Disclosure Documents, 
     there is neither pending nor, to the Company's knowledge and belief, 
     threatened any action, suit, proceeding or claim, or any basis therefor, 
     to which the Company is or may be named as a party or its property is or 
     may be subject or which calls into question any of the transactions 
     contemplated by this Agreement.

          (g)  SECURITIES MATTERS.  Subject to the accuracy of the 
     representations of the Buyers set forth in Section 2.2 hereof, the 
     offer, sale and issuance of the Preferred Stock and the Conversion 
     Shares as contemplated by this Agreement are exempt from the 
     registration requirements of the Securities Act of 1933 as amended (the 
     "Securities Act").  The Company has complied and will comply with all 
     applicable state "blue sky" or securities laws in connection with the 
     offer, sale and issuance of the Preferred Stock and the Conversion 
     Shares as contemplated by this Agreement.

          (h)  CERTIFICATES.  The Company will issue one or more Certificates 
     representing the Preferred Shares in the name of Buyer with the 
     following restrictive legend set forth below (the "Restrictive Legend") 
     in such denominations to be specified by the Buyer:

          "The Securities represented by this Certificate have not
          been registered under the United States Securities Act of
          1933 (the "Act") and may not be sold, transferred, pledged
          or otherwise 


                                       3

<PAGE>

          hypothecated unless (a) they are covered by a registration 
          statement or a post-effective amendment thereto under the Act,  or 
          (b) in the opinion of counsel for Buyer, which opinion shall be 
          reasonably acceptable to the Company, such sale, transfer, pledge 
          or hypothecation is otherwise exempt from the provisions of Section 
          5 of the Act."

          (i)  CONVERSION.  Within two full business days of receipt by the 
     Company of a properly executed request for conversion in the form 
     annexed as Exhibit B hereto accompanied by the Preferred Shares to be 
     converted, the Company will deliver to its transfer agent its directive 
     and authorization to execute the conversion and to issue to Buyer the 
     common stock shares so authorized.  

          The Company acknowledges that a delay in issuance of its 
     authorization and directive for the conversion could result in economic 
     loss to the Buyer.  Therefore, as compensation to the Buyer for such 
     loss, in the event that the Company fails to deliver said authorization 
     and directive within two full business days, the Company agrees to pay 
     liquidated damages to the Buyer for late issuance of said authorization 
     and directive in the amount of $500 per day for each day of delay after 
     three days, up to a maximum of $10,000 per conversion request.  Nothing 
     herein shall create a liability to the Company for actions or delays of 
     the transfer agent once the authorization and directive have been 
     delivered to it by the Company.  Any liquidated damages due Buyer will 
     be paid within seven (7) days of issuance of the shares resulting from 
     the conversion.

          (j)  ISSUANCE OF SHARES.  Upon conversion of the Preferred Shares, 
     the Company will issue one or more certificates representing the 
     Conversion Shares in the name of the Buyer without restrictive legend, 
     except as may otherwise be required by applicable law, rule or 
     regulation, and in DTC eligible form, in such denominations to be 
     specified by the Buyer prior to conversion provided Buyer represents to 
     the Company that resale of the Conversion Shares will be made only in 
     compliance with applicable securities laws.  Company further warrants 
     that no instructions other than these instructions, and instructions for 
     a "stop transfer" for any sale of Conversion Shares in excess of those 
     permitted to be sold under Section 2.2(c), have been given to the 
     transfer agent and also warrants that the Conversion Shares shall 
     otherwise be freely transferable on the books and records of the Company 
     subject to compliance with Federal and State securities laws. 

     2.2  REPRESENTATIONS AND WARRANTIES OF THE BUYER.  Each Buyer represents 
and warrants that as of the date of the execution of this Agreement:

          (a)  AUTHORIZATION.  This Agreement constitutes a valid and legally
     binding obligation of such Buyer.

          (b)  INVESTMENT REPRESENTATIONS  (i) The Buyer has received and
     reviewed the Company's Disclosure Documents and the Buyer or the Buyer's
     designated 


                                       4

<PAGE>

     representatives have concluded a satisfactory due diligence 
     investigation of the Company and have had an opportunity to have all 
     their questions regarding the Company satisfactorily answered.

               (ii)      The Buyer acknowledges that the Preferred Stock and the
          Conversion Shares are speculative and involve a high degree of risk
          and the Buyer represents that it is able to sustain the loss of the
          entire amount of its investment.

               (iii)     The Buyer (or its members and/or officers) has
          previously invested in unregistered securities and has sufficient
          financial and investing expertise to evaluate and understand the risks
          of the Preferred Stock and the Conversion Shares.

               (iv)      The Buyer has received from the Company, and is relying
          on, no representations (except as set forth in this Agreement) or
          projections with respect to the Company's business and prospects.

               (v)       The Buyer is an "accredited investor" within the
          meaning of Regulation D under the Securities Act.

               (vi)      The Buyer is acquiring the Preferred Stock and the
          Conversion Shares for investment purposes only without intent to
          distribute the same, and acknowledges that the Preferred Stock and the
          Conversion Shares have not been registered under the Securities Act
          and applicable state securities laws, and accordingly, constitute
          "restricted securities" for purposes of the Securities Act and such
          state securities laws.

               (vii)     The Buyer acknowledges that it will not be able to
          transfer the Preferred Stock and the Conversion Shares except upon
          compliance with the registration requirements of the Securities Act
          and applicable state securities laws or exemptions therefrom.

               (viii)    The certificates and/or instruments evidencing the
          Preferred Stock and the Conversion Shares will contain a legend to the
          foregoing effect.

          (c)  LOCK-UP.  The Buyer will not transfer any Preferred Shares or
     Conversion Shares for a period of ninety (90) days after the date of the
     Closing.  No more than 20% of the aggregate number of Series A Preferred
     Shares originally purchased and owned by the Buyer may be converted in any
     thirty (30) day period, on a cumulative basis, after the ninetieth (90th)
     day of issuance.  Further, the Buyer will not, after conversion, sell more
     than 20% of the Conversion Shares owned by it in any thirty day period, on
     a cumulative basis, commencing with the ninety-first (91st) day after the
     Closing.

3.   CLOSING

     3.1  The Buyer understands that the Company's obligation to sell the
Preferred Shares 


                                       5

<PAGE>

is conditioned upon delivery by the Buyer to the Company of the purchase 
price set forth in Section 1 herein.

     3.2  The Company understands that Buyer's obligation to purchase the 
Preferred Shares is conditioned upon delivery of certificate(s) representing 
the Preferred Shares as described herein, and provision of an opinion of 
counsel as provided in Subsection D (ii) herein below.

     3.3  For this transaction to close, the Buyer must:

               (i)       Wire funds to the Pacific Continental Securities
          Corporation, as Escrow Agent (the "Escrow Agent"), in the amount of
          Five Hundred Thousand U.S. dollars ($500,000) (the "Purchase Price")
          no later than 72 hours after receipt by the Company of the
          Subscription Agreement executed by the Buyer and the Company.  Wire
          transfer instructions for the Escrow Agent are annexed as Exhibit C
          hereto.

               (ii)      Deliver a signed Subscription Agreement.

     3.4  For this transaction to close, the Company must:

               (i)       Deliver to the Buyer Certificate(s) for the Preferred
          Shares. 

               (ii)      Deliver to the Buyer the Company's Certificate of
          Designation set forth in Exhibit A hereto.

               (iii)     Deliver to the Buyer an opinion letter from the
          Company's counsel stating that (a) the Company is duly incorporated
          and validly existing; (b) this Agreement, the issuance of the
          Preferred Shares, and the issuance of the Common Stock upon conversion
          of the Preferred Shares up to the number of shares of common stock
          authorized in the Company's Certificate of Incorporation, have been
          duly approved by all required corporate action, and that all such
          securities upon due issuance, shall be validly issued and outstanding,
          fully paid and nonassessable, and in each case, having the rights,
          preferences and privileges set forth in the Certificate of
          Incorporation; and (c) this Agreement is a valid and binding
          obligation of the Company, enforceable in accordance with its terms,
          except as enforceability of any indemnification provisions may be
          limited by principles of public policy, and subject to laws of general
          application relating to bankruptcy, insolvency and the relief of
          debtors and rules of laws governing specific performance and other
          equitable remedies; and

               (iv)      Deliver to the Buyer a signed Subscription Agreement
          which shall be signed after execution of such Subscription Agreement
          by Buyer; and

               (v)       Deliver to the Buyer executed warrants to purchase
          common stock 


                                       6

<PAGE>

          of the Company in the form attached hereto as Exhibit D (the 
          "Warrants").


                                       7

<PAGE>

     3.5  Upon confirmation by Buyer that it has received each of the items 
set forth in 3.4(i)-(v), and by the Company that it has received a signed 
Subscription Agreement, Escrow Agent shall, after deducting any amounts due 
to it from the Company, release the balance of the purchase price to the 
Company or as directed by the Company.

     E.   Pacific Continental Securities Corporation shall serve as agent 
     (the "Agent") in the transaction contemplated by this Agreement.  
     Agent's fee is solely the responsibility of the Company and Company 
     expressly agrees to pay Agent said fee as such is agreed upon between 
     the Company and the Agent.  Neither the Company nor the Agent has any 
     recourse of any kind whatsoever against the Buyer for any monies owed 
     the Agent by the Company or for any monies paid by the Company to the 
     Agent.  Company expressly indemnifies Buyer against any monies owed the 
     Agent.

4.   REGISTRATION OF CONVERSION SHARES

     4.1  The Company shall prepare and file with the SEC a registration 
statement as soon as practical, which registration statement shall include 
the Conversion Shares and shares of Common Stock issuable pursuant to the 
Warrants ("Warrant Shares") and shall thereafter use its best efforts to have 
such registration statement declared effective within 90 days after the 
Closing Date (the "Target Date") and remain effective until the earlier of 
the date on which all the Conversion Shares are sold or two years after the 
Closing Date (the "Effective Period").  The Company shall prepare and file 
with the SEC such amendments and supplements to such registration statement 
and the prospectus used in connection therewith as may be necessary to keep 
such registration statement effective throughout the Effective Period and to 
comply with the provisions of the Securities Act with respect to the sale or 
other disposition of the Conversion Shares or Warrant Shares covered by such 
registration statement whenever the Buyer shall desire to sell or otherwise 
dispose of the same.

     4.2  If a registration statement covering all Shares is not effective by 
the Target Date, the Company shall pay to the Buyers as liquidated damages an 
aggregate amount equal to one percent ( 1%) of the total purchase price of 
the Preferred Stock for each thirty (30) day period following the Target Date 
until such time as the registration statement is declared effective.  The 
payment set forth above shall be pro-rated daily as to any period of less 
than thirty (30) days.  Such payment shall be made to each Buyer by cashier's 
check or wire transfer in immediately available funds to such account as 
shall be designated in writing by the Buyer and shall be paid irrespective of 
the amount of Preferred Stock, Conversion Shares and Warrant Shares held by 
Buyer on the Target Date and thereafter.

     4.3  Any amount payable pursuant to the foregoing provisions shall be 
delivered on or before the fifth (5th) day following the end of the calendar 
month in which such payment or delivery obligation arose.

     4.4  The Company shall file a request for acceleration of effectiveness 
of the registration statement within five days after it has received a no 
review/no further comment determination from the SEC.


                                       8

<PAGE>

     4.5  It shall be a condition precedent to the obligation of the Company 
to register any Conversion Shares and Warrant Shares pursuant to this Section 
4 that Buyer shall furnish to the Company such information regarding the 
Conversion Shares and Warrant Shares held and the intended method of 
disposition thereof and other information concerning the Buyer as the Company 
shall reasonably request and as shall be required in connection with the 
registration statement to be filed by the Company.  If after a registration 
statement becomes effective the Company advises the Buyer that the Company 
considers it appropriate to amend or supplement the applicable registration 
statement, the Buyer shall suspend further sales of the Conversion Shares and 
Warrant Shares until the Company advises the Buyer that such registration 
statement has been amended or supplemented. 

     4.6  Whenever the Company is required by the provisions of this Section 
4 to effect the registration of the Conversion Shares and Warrant Shares 
under the Securities Act, the Company shall:

               (i)       Prepare and file with the SEC a registration statement
          with respect to such securities and use its best efforts to cause such
          registration statement to become and remain effective;

               (ii)      Prepare and file with the SEC such amendments to such
          registration statement and supplements to the prospectus contained
          therein as may be necessary to keep such registration statement
          effective;

               (iii)     Furnish to the Buyer and to the underwriters (if any)
          of the securities being registered such reasonable number of copies of
          the registration statement, preliminary prospectus, final prospectus
          and such other documents as the Buyer may reasonably request in order
          to facilitate the public offering of such securities;

               (iv)      Use its best efforts to register or qualify the
          securities covered by such registration statement under such state
          securities or Blue Sky Laws of such jurisdictions as the Buyer may
          reasonably request within twenty (20) days following the original
          filing of such registration statement, except that the Company shall
          not for any purpose be required to execute a general consent to
          service of process or to qualify to do business as a foreign
          corporation in any jurisdiction wherein it is not so qualified;

               (v)       Notify the Buyer, promptly after it shall receive
          notice thereof, of the time when such registration statement has
          become effective or a supplement to any prospectus forming a part of
          such registration statement has been filed;

               (vi)      Notify the Buyer promptly of any request by the SEC for
          the amending or supplementing of such registration statement or
          prospectus or for additional information; and


                                       9

<PAGE>

               (vii)     Prepare and promptly file with the SEC and promptly
          notify the Buyer of the filing of such amendment or supplement to such
          registration statement or prospectus as may be necessary to correct
          any statements or omissions if, at the time when a prospectus relating
          to such securities is required to be delivered under the Securities
          Act, any event shall have occurred as the result of which any such
          prospectus or any other prospectus as then in effect would include an
          untrue statement of a material fact or omit to state any material fact
          necessary to make the statements therein, in light of the
          circumstances in which they were made, not misleading.  

     4.7  With respect to the inclusion of the Conversion Shares and Warrant 
Shares in a registration statement pursuant to this Section 4, all 
registration expenses, fees, costs and expenses of and incidental to such 
registration, inclusion and public offering in connection therewith shall be 
borne by the Company; provided, however, that the Buyer shall bear its own 
professional fees and pro rata share of the underwriting discount and 
commissions, if any.  The fees, costs and expenses of registration to be 
borne by the Company shall include, without limitation, all registration, 
filing, printing expenses, fees and disbursements of counsel and accountants 
for the Company, fees and disbursements of counsel for the underwriter or 
underwriters of such securities (if any and if the Company and/or selling 
security holders are required to bear such fees and disbursements), and all 
legal fees and disbursements and other expenses of complying with state 
securities or Blue Sky Laws of any jurisdiction in which the securities to be 
offered are to be registered or qualified.

     4.8  Subject to the conditions set forth below, in connection with any 
registration of the Shares pursuant to this Section 4, the Company agrees to 
indemnify and hold harmless the Buyer, any underwriter for the Company or 
acting on behalf of the Buyer and each person, if any, who controls the 
Buyer, within the meaning of Section 15 of the Securities Act, as follows:

               (i)       Against any and all loss, claim, damage and expense
          whatsoever arising out of or based upon (including, but not limited
          to, any and all expense whatsoever reasonably incurred in
          investigating, preparing or defending any litigation, commenced or
          threatened, or any claim whatsoever based upon) any untrue or alleged
          untrue statement of a material fact contained in any preliminary
          prospectus (if used prior to the effective date of the registration
          statement), the registration statement or the prospectus (as from time
          to time amended and supplemented), or in any application or other
          document executed by the Company or based upon written information
          furnished by the Company filed in any jurisdiction in order to qualify
          the Company's securities under the securities laws thereof, or the
          omission or alleged omission therefrom of a material fact required to
          be stated therein or necessary to make the statements therein not
          misleading, or any other violation of applicable federal or state
          statutory or regulatory requirements or limitations relating to action
          or inaction by the Company in the course of preparing, filing, or
          implementing such registered offering; provided, however, that the
          indemnity agreement contained in this section shall not apply to 


                                       10

<PAGE>

          any loss, claim, damage, liability or action arising out of or 
          based upon any untrue or alleged untrue statement or omission made 
          in reliance upon and in conformity with any information furnished 
          in writing to the Company by or on behalf of the Buyer expressly 
          for use in connection therewith or arising out of any action or 
          inaction of the Buyer;

               (ii)      Subject to the proviso contained in Subsection (i) 
          above, against any and all loss, liability, claim, damage and 
          expense whatsoever to the extent of the aggregate amount paid in 
          settlement of any litigation, commenced or threatened, or of any 
          claim whatsoever based upon any untrue statement or omission 
          (including, but not limited to, any and all expense whatsoever 
          reasonably incurred in investigating, preparing or defending 
          against any such litigation or claim) if such settlement is 
          effected with the written consent of the Company; and

               (iii)     In no case shall the Company be liable under this 
          indemnity agreement with respect to any claim made against such 
          Company, underwriter or any such controlling person unless the 
          Company shall be notified, by letter or by facsimile confirmed by 
          letter, of any action commenced against such persons, promptly 
          after such person shall have been served with the summons or other 
          legal process giving information as to the nature and basis of the 
          claim.  The failure to so notify the Company, if prejudicial in any 
          material respect to the Company's ability to defend such claim, 
          shall relieve the Company from its liability to the indemnified 
          person under this Section 4, but only to the extent that the 
          Company was prejudiced.  The failure to so notify the Company shall 
          not relieve the Company from any liability which it may have 
          otherwise than on account of this indemnity agreement.  The Company 
          shall be entitled to participate at its own expense in the defense 
          of any suit brought to enforce any such claim, but if the Company 
          elects to assume the defense, such defense shall be conducted by 
          counsel chosen by it, provided such counsel is reasonably 
          satisfactory to the Company or controlling persons, defendants in 
          any suit so brought.  In the event the Company elects to assume the 
          defense of any such suit and retain such counsel, the Company, 
          underwriter or controlling persons, defendants in the suit, shall, 
          after the date they are notified of such election, bear the fees 
          and expenses of any counsel thereafter retained by them, as well as 
          any other expenses thereafter incurred by them in connection with 
          the defense thereof; provided, however, that if the Company, 
          underwriter or controlling persons reasonably believe that there 
          may be available to them any defense or counterclaim different than 
          those available to the Company or that representation of such 
          Company, underwriters or controlling persons by counsel for the 
          Company presents a conflict of interest for such counsel, then such 
          Company, underwriter and controlling person shall be entitled to 
          defend such suit with counsel of their own choosing and the Company 
          shall bear the fees, expenses and other costs of such separate 
          counsel.


                                       11

<PAGE>

     4.9  Each Buyer agrees to indemnify and hold harmless the Company, each 
underwriter for the offering, (if any), and each of their officers and 
directors and agents and each other person, if any, who controls the Company 
and underwriter within the meaning of Section 15 of the Securities Act 
against any and all such losses, liabilities, claims, damages and expenses as 
are indemnified against by the Company under Section 4.6 above; provided, 
however, that such indemnification by Buyer hereunder shall be limited to any 
losses, liabilities, claims, damages, or expenses to the extent caused by any 
untrue statement of a material fact or omission of a material fact (required 
to be stated therein or necessary to make statements therein not misleading), 
if any made (or in settlement of any litigation effected with the written 
consent of such Company, alleged to have been made) in any preliminary 
prospectus, the registration statement or prospectus or any amendment or 
supplement thereof or in any application or other document in reliance upon, 
and in conformity with, written information furnished in respect of such 
Company by or on behalf of such Company expressly for use in any preliminary 
prospectus, the registration statement or prospectus or any amendment or 
supplement thereof or in any such application or other document or arising 
out of any action or inaction of such Company in implementing such registered 
offering.  Notwithstanding the foregoing, the indemnification obligation of 
each Buyer shall not exceed the purchase price of the Notes paid by such 
Buyer.  In case any action shall be brought against the Company, or any other 
person so indemnified, in respect of which indemnity may be sought against 
any Company, such Company shall have the rights and duties given to the 
Company, and each other person so indemnified shall have the rights and 
duties given to the Buyer, by the provisions of Section 4.6.  The person 
indemnified agrees to notify the Company promptly after the assertion of any 
claim against the person indemnified in connection with the sale of 
securities.

     4.10 If the indemnification provided for in Sections 4.8 and 4.9 above 
are unavailable or insufficient to hold harmless an indemnified party in 
respect of any losses, claims, damages or liabilities (or actions in respect 
thereof) referred to therein, then each indemnifying party shall contribute 
to the amount paid or payable by such indemnified party as a result of such 
losses, claims, damages or liabilities (or actions in respect thereof) in 
such proportion as is appropriate to reflect the relative fault of the 
indemnified party, on one hand, and such indemnifying party, on the other 
hand, in connection with the statements or omissions which resulted in such 
losses, claims, damages, or liabilities (or actions in respect thereof).  The 
relative fault shall be determined by reference to, among other things, 
whether the untrue or alleged untrue statement of a material fact or the 
omission or alleged omission to state a material fact relates to information 
supplied by the indemnified party, on one hand, or such indemnifying party, 
on the other hand, and the parties' relative intent, knowledge, access to 
information and opportunity to correct or prevent such statement or omission. 
 No person who has committed fraudulent misrepresentation (within the meaning 
of the Securities Act) shall be entitled to contribution from any person who 
was not guilty of such fraudulent misrepresentation.  The amount paid or 
payable by an indemnified party as a result of the losses, claims, damages or 
liabilities (or actions in respect thereof referred to above in this Section 
shall be deemed to include any legal or other expenses reasonably incurred by 
such indemnified party in connection with investigating or defending any such 
action or claim.

5.   CLOSING DATE


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<PAGE>

     The Preferred Share certificate shall be delivered to Buyer and the 
funds therefore shall be delivered to Company on or before May 22, 1998 (the 
"Closing Date") or at such other time mutually agreed to by the parties. 6.   
GOVERNING LAW; INTERPRETATION

     This Agreement shall be governed by and interpreted in accordance with 
the laws of the State of Delaware.  Facsimile signatures of this Agreement 
shall be binding on all parties hereto.  7.   ENTIRE AGREEMENT; AMENDMENT

     This Agreement and the other documents delivered pursuant hereto 
constitute the full and entire understanding and agreement between the 
parties with regard to the subjects hereof and thereof, and no party shall be 
liable or bound to any other party in any manner by any warranties, 
representations or covenants except as specifically set forth herein or 
therein.  Except as expressly provided herein, neither this Agreement nor any 
term hereof may be amended, waived, discharged or terminated other than by a 
written instrument signed by the party against whom enforcement of any such 
amendment, waiver, discharge or termination is sought.

8.   NOTICES; ETC.

     Any notice, demand or request required or permitted to be given by 
either the Company or the Buyer pursuant to the terms of this Agreement shall 
be in writing and shall be deemed given when delivered personally or by 
facsimile, with a hard copy to follow by two day courier addressed to the 
parties at the addresses of the parties set forth at the end of this 
Agreement or such other address as a party may request by notifying the other 
in writing.

9.   COUNTERPARTS

     This Agreement may be executed in any number of counterparts, each of 
which shall be enforceable against the parties actually executing such 
counterparts, and all of which together shall constitute one instrument. 

10.  SEVERABILITY

     In the event that any provision of this Agreement becomes or is declared 
by a court of competent jurisdiction to be illegal, enforceable or void, this 
Agreement shall continue in full force and effect without said provision, 
provided that no such severability shall be effective if it materially 
changes the economic benefit of this Agreement to any party.

11.  TITLES AND SUBTITLES

     The titles and subtitles used in this Agreement are used for convenience 
only and are not to be considered in construing or interpreting this 
Agreement.


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<PAGE>

     IN WITNESS WHEREOF, this Agreement was duly executed on the date first 
written above, as confirmed by signatory below.  Facsimile signatures of this 
agreement shall be binding on all parties hereto.

                                   Official Signatory of Company:


                                   MICROTEL INTERNATIONAL, INC.
                                   4290 East Brickell Street
                                   Ontario, California   91761


                                   By:
                                      ----------------------------------------
                                      Carmine T. Oliva
                                      President and Chief Executive Officer


                                   FORTUNE FUND LIMITED SEEKER III


                                   By:
                                      ----------------------------------------
                                   Number of Shares of 
                                   Series A Preferred:  50