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EXHIBIT 14.2

                                                                  MARCH 22, 2004


                           MICROTEL INTERNATIONAL INC.

          CODE OF BUSINESS ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS


         MicroTel International Inc. (the "Company") has a Code of Business
Conduct and Ethics applicable to all directors, officers and employees of the
Company and the Company's subsidiaries. The Chief Executive Officer ("CEO") and
all senior financial officers, including the Chief Financial Officer, are bound
by the provisions set forth therein relating to ethical conduct, conflicts of
interest and compliance with law. In addition to the Code of Business Conduct
and Ethics, the CEO and senior financial officers are subject to the following
additional specific policies:

         o    The CEO and all senior financial officers are responsible for
              full, fair, accurate, timely and understandable disclosure in the
              periodic reports required to be filed by the Company with the
              Securities and Exchange Commission (the "SEC"). Accordingly, it is
              the responsibility of the CEO and each senior financial officer
              promptly to bring to the attention of the Company's Audit
              Committee any material information of which he or she may become
              aware that affects the disclosures made by the Company in its
              public filings or otherwise assist the Audit Committee in
              fulfilling its responsibilities.

         o    The CEO and each senior financial officer shall promptly bring to
              the attention of the Audit Committee any information he or she may
              have concerning (a) significant deficiencies in the design or
              operation of internal controls which could adversely affect the
              Company's ability to record, process, summarize and report
              financial data or (b) any fraud, whether or not material, that
              involves management or other employees who have a significant role
              in the Company's financial reporting, disclosures or internal
              controls.

         o    The CEO and each senior financial officer shall promptly bring to
              the attention of the CEO and to the Audit Committee any
              information he or she may have concerning any violation of the
              Company's Code of Business Conduct and Ethics, including any
              actual or apparent conflicts of interest between personal and
              professional relationships, involving any management or other
              employees who have a significant role in the Company's financial
              reporting, disclosures or internal controls.

         o    The CEO and each senior financial officer shall promptly bring to
              the attention of the CEO and to the Audit Committee any
              information he or she may have concerning evidence of a material
              violation of the securities or other laws, rules or regulations
              applicable to the Company and the operation of its business, by
              the Company or any agent thereof, or of violation of the Code of
              Business Conduct and Ethics or of these additional procedures.

         o    The Board of Directors shall determine, or designate appropriate
              persons to determine, appropriate actions to be taken in the event
              of violations of the Code of Business Conduct and Ethics or of
              these additional procedures by the CEO and the Company's senior
              financial officers. Such actions shall be reasonably designed to
              deter wrongdoing and to promote accountability for adherence to
              the Code of Business Conduct and Ethics and to these additional
              procedures, and shall include written notices to the individual
              involved that the Board has determined that there has been a
              violation, censure by the Board, demotion or re-assignment of the
              individual involved, suspension with or without pay or benefits
              (as determined by the Board) and termination of the individual's
              employment. In determining what action is appropriate in a
              particular case, the Board of Directors or such designee shall
              take into account all relevant information, including the nature
              and severity of the violation, whether the violation was a single
              occurrence or repeated occurrences, whether the violation appears
              to have been intentional or inadvertent, whether the individual in
              question had been advised prior to the violation as to the proper
              course of action and whether or not the individual in question had
              committed other violations in the past.