<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
_______________________________________________________________________________

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)  For a period of ninety (90) days commencing with the Effective
     Date of the Registration Statement, the Company covenants that it shall not
     issue any issued additional common stock or securities convertible into
     common stock or preferred stock unless such securities are issued at the
     then current Market Price.  If the Company desires to issue securities
     during such ninety (90) day period at less than current Market Price, then:

               (a)  the Buyer's conversion discount will be adjusted to equal
          the conversion discount given to the Buyer of such additional
          securities; and

               (b)  the restrictions contained in Section 2.2(c) hereof shall be
          lifted upon the issuance of such additional securities.

          For purposes of this Section(e), the Market Price means the average 
closing sale price for the ten trading days immediately preceding the date of 
issuance.  

          Notwithstanding the above, the Company shall not be precluded from
issuing (i) Common Stock issued pursuant to Rule 144, provided the holder
thereof holds such Common Stock for at least one year from the date of issuance;
or (ii) the issuance of securities (other than for cash) in connection with a
merger, consolidation, sale of assets, disposition or the exchange of the
capital stock for assets, stock or other joint venture interests; provided, such
securities would not be included in the Registration Statement relating to the
Shares and a registration 


                                      3

<PAGE>

statement in respect of such stock shall not be filed prior to sixty (60) 
days after the Effective Date of the Registration Statement.

          (g)  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.

          (h)  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.

          (i)  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 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."

          (j)  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.  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 


                                      4

<PAGE>

     damages due Buyer will be paid within five (5) days of demand therefore.

          (k)  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. 

          (l)  The Company may be limited in the number of shares of Common
     Stock it may issue by NASDAQ Rule 4310(c)(25)(H)(i)(a)(2) (the "Cap
     Regulations").  The Company agrees that (i) the Company will take all steps
     reasonably necessary to be in a position to issue shares of Common Stock on
     conversion of the Preferred Stock and/or exercise of the Warrants without
     violating the Cap Regulations and (ii) if, despite taking such steps, the
     Company still cannot issue such shares of Common Stock without violating
     the Cap Regulations, the Buyer, to the extent it holds Preferred Stock and
     Warrants which cannot be converted as a result of the Cap Regulations (each
     such share, an "Unconverted Preferred Stock") shall have the option,
     exercisable in Buyer's sole and absolute discretion, to elect either of the
     following remedies:

               (x)  require the Company to issue shares of Common Stock in
          accordance with Buyer's notice of conversion at a conversion purchase
          price equal to the average of the closing bid price per share of
          Common Stock for the five (5) consecutive trading days (subject to
          certain equitable adjustments for certain events occurring during such
          period) preceding the date of notice of conversion; or 

               (y)  require the Company to redeem each Unconverted Preferred
          Stock for an amount in cash (the "Redemption Amount") equal to:

               V              x              M
               C

               "V" means the stated value of the Unconverted Preferred Stock
          plus any accrued but unpaid interest thereof;

               "C" means the conversion price in effect on the date of
          redemption (the "Redemption Date") specified in the notice from the
          Buyer; and 


                                      5

<PAGE>

               "M" means the highest closing bid price per share of the Common
          Stock during the period beginning on the Redemption Date and ending on
          the date of payment of the Redemption Amount.

     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.  Except as provided in the
     registration provisions hereof: 

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


                                      6

<PAGE>

               (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 until the earlier of (i) ninety (90) days after the date
     of the Closing or (ii) the Effective Date of the Registration Statement to
     be filed pursuant to Section 4 hereof (the earlier of (i) or (ii), the
     "Conversion Start Date").  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 Conversion Start Date.  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 Conversion Start Date.

3.   CLOSING

     3.1  The Buyer understands that the Company's obligation to sell the 
Preferred Shares 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
          One Million U.S. dollars ($1,000,000) (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 


                                      7

<PAGE>

          forth in Exhibit A hereto.

               (iii) Deliver to the Buyer an opinion letter from the
          Company's counsel in substantially the form annexed as Exhibit
          3.4(iii) hereto; 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 of the Company in the form attached hereto as Exhibit D
          (the "Warrants").

     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 the earlier of (i) five (5) 
days after the SEC indicates the Registration Statement may be declared 
effective or (ii) ninety (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 


                                      8

<PAGE>

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.  After the expiration of the first thirty (30) day period, the 
Company shall pay to the Buyer as liquidated damages 2% of the total purchase 
price of the Preferred Stock for each additional thirty (30) day period until 
such time as the Registration Statement is declared effective, which shall be 
pro-rated daily for any period of less than thirty (30) days. 

     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.

     4.5  The Registration Statement shall include only the common stock to 
be issued to the Buyer and other purchasers of the Preferred Shares (except 
such Registration Statement may include additional shares of common stock not 
to exceed 100,000 in the aggregate).

     4.6  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. 

     4.7  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 


                                      9

<PAGE>

          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

               (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.  

     4.8  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.

     4.9  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, 


                                      10

<PAGE>

who controls the Buyer, within the meaning of Section 15 of the Securities 
Act, as follows:


                                      11

<PAGE>


               (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 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


                                      12

<PAGE>

          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.

     4.10 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.

     4.11 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, 


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<PAGE>

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

     The Preferred Share certificate shall be delivered to Buyer and the 
funds therefore shall be delivered to Company on or before June 12, 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.  The Company and the Buyer hereby 
irrevocably consent to the exclusive jurisdiction and venue of the state and 
federal courts of the State of Delaware and agree that any action or 
proceeding arising out of or relating to this Agreement shall be brought in 
the state or federal courts located in Delaware.  The Company and the Buyer 
waive any defense of forum nonconveniens and any other objections or defenses 
which the Buyer or Company may have to venue in connection with any such 
action or proceeding.  The Company and the Buyer hereby waive any right to 
trial by jury in such proceeding. 
 
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 


                                      14

<PAGE>

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.

     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

                                   RESONACE LTD.


                                   By:                                     
                                      -----------------------------------
                                   Number of Shares of 
                                   Series A Preferred:  100


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