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EXHIBIT 4.6


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED,
WHETHER OR NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE
COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY
OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN
EITHER CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

                           MICROTEL INTERNATIONAL INC.

                          Common Stock Purchase Warrant
                                       to
                            Purchase ________ Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:
                    _________________________________________
                    _________________________________________
                    _________________________________________


by MICROTEL INTERNATIONAL INC., a Delaware corporation (hereinafter called the
"COMPANY," which term shall include its successors and assigns).

         FOR VALUE RECEIVED and subject to the terms and conditions hereinafter
set out, the registered holder of this Warrant as set forth on the books and
records of the Company (the "HOLDER") is entitled upon surrender of this Warrant
to purchase from the Company ____________________________ (_______) fully paid
and nonassessable shares of the Company's common stock, $.0033 par value per
share (the "COMMON STOCK"), at the Exercise Price (as defined below) per share.
This Warrant shall expire at the close of business on July 13, 2007 (the
"EXPIRATION DATE").

         1. (a) The right to purchase shares of Common Stock represented by this
Warrant may be exercised by the Holder, in whole or in part, by the surrender of
this Warrant at the principal office of the Company at 9485 Haven Avenue, Suite
100, Rancho Cucamonga, California 91730 (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of
the Holder appearing on the books of the Company) 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 Exercise Price of the Warrant Shares being purchased upon such exercise. The
Company agrees that the shares of Common Stock so purchased shall be deemed to
be issued to the Holder as the record owner of such shares of Common Stock as of
the close of business on the date on which this Warrant shall have been



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surrendered and payment shall have been made for such shares of Common Stock as
aforesaid. Certificates for the shares of Common Stock so purchased (together
with a cash adjustment in lieu of any fraction of a share) shall be delivered to
the Holder within a reasonable time after the rights represented by this Warrant
shall have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of shares of Common Stock, if any, with respect
to which this Warrant shall not then have been exercised, in all other respects
identical with this Warrant, shall also be issued and delivered to the Holder
within such time, or, at the request of the Holder, appropriate notation may be
made on this Warrant and the same returned to the Holder.

                  (b) Notwithstanding the provisions in SECTION 1.1(a) regarding
payment of the Exercise Price in immediately available funds, the Holder may
elect to receive a reduced number of Warrant Shares in lieu of tendering the
Exercise Price in immediately available funds. In such case, the number of
Warrant Shares to be issued to the Holder shall be computed using the following
formula:

                                    X = Y X (A-B)
                                        ---------
                                            A

         where:   X = the number of Warrant Shares to be issued to the Holder;
                  Y = the number of Warrant Shares to be exercised under this
                      Warrant Certificate;
                  A = the Market Price Per Share of Common Stock; and
                  B = the Exercise Price.

                  (c) This Warrant may be exercised to acquire, from and after
the date hereof, the number of shares of Common Stock set forth on the first
page hereof (subject to adjustments described in this Warrant); PROVIDED,
HOWEVER, that the right hereunder to purchase such shares of Common Stock shall
expire at 5:00 p.m. Pacific Time on the Expiration Date.

         2. This Warrant is being issued by the Company pursuant to the terms of
a Stock Purchase Agreement dated July 12, 2004 (the "STOCK PURCHASE AGREEMENT").

         3. The Company covenants and agrees that all Common Stock upon issuance
against payment in full of the Exercise Price by the Holder pursuant to this
Warrant will be validly issued, fully paid and nonassessable. The Company
further covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will have at all times
authorized, and reserved for the purpose of issue or transfer upon exercise of
the rights evidenced by this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant, and
will procure at its sole expense upon each such reservation of shares the
listing thereof (subject to issuance or notice of issuance) on all stock
exchanges on which the Common Stock is then listed or inter-dealer trading
systems on which the Common Stock is then traded. The Company will take all such
action as may be necessary to assure that such shares of Common Stock may be so
issued without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which the Common Stock may
be listed or inter-dealer trading system on which the Common Stock is then
traded. The Company will not take any action which would result in any
adjustment in the number of shares of Common Stock purchasable hereunder if the
total number of shares of Common Stock issuable pursuant to the terms of this


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Warrant after such action upon full exercise of this Warrant and, together with
all shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and other rights to purchase shares of
Common Stock then outstanding, would exceed the total number of shares of Common
Stock then authorized by the Company's Certificate of Incorporation, as then
amended.

         4. The initial exercise price is One Dollar Thirty Cents ($1.30) per
share of Common Stock (the "INITIAL EXERCISE PRICE"). The Initial Exercise Price
shall be adjusted as provided for below in this SECTION 4 (the Initial Exercise
Price, and the Initial Exercise Price, as thereafter then adjusted, shall be
referred to as the "EXERCISE PRICE"), and the Exercise Price from time to time
shall be further adjusted as provided for below in this SECTION 4. Upon each
adjustment of the Exercise Price, the Holder shall thereafter be entitled to
receive upon exercise of this Warrant, at the Exercise Price resulting from such
adjustment, the number of shares of Common Stock obtained by (i) multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
shares of Common Stock purchasable hereunder immediately prior to such
adjustment, and (ii) dividing the product thereof by the Exercise Price
resulting from such adjustment. The Exercise Price shall be adjusted as follows:

                  (i) In the case of any amendment to the Company's Certificate
         of Incorporation to change the designation of the Common Stock or the
         rights, privileges, restrictions or conditions with respect to the
         Common Stock or division of the Common Stock, this Warrant shall be
         adjusted so as to provide that upon exercise thereof, the Holder shall
         receive, in lieu of each share of Common Stock theretofore issuable
         upon such exercise, the kind and amount of shares, other securities,
         money and property receivable upon such designation, change or division
         by the Holder issuable upon such exercise had the exercise occurred
         immediately prior to such designation, change or division. This Warrant
         shall be deemed thereafter to provide for adjustments that shall be as
         nearly equivalent as may be practicable to the adjustments provided for
         in this SECTION 4. The provisions of this SUBSECTION 4(i) shall apply
         in the same manner to successive reclassifications, changes,
         consolidations and mergers.

                  (ii) If the Company shall at any time subdivide its
         outstanding shares of Common Stock into a greater number of shares of
         Common Stock, or declare a dividend or make any other distribution upon
         the Common Stock payable in shares of Common Stock, the Exercise Price
         in effect immediately prior to such subdivision or dividend or other
         distribution shall be proportionately reduced, and conversely, in case
         the outstanding shares of Common Stock shall be combined into a smaller
         number of shares of Common Stock, the Exercise Price in effect
         immediately prior to such combination shall be proportionately
         increased.

                  (iii) If any capital reorganization or reclassification of the
         capital stock of the Company, or any consolidation or merger of the
         Company with or into another corporation or other entity, or the sale
         of all or substantially all of the Company's assets to another
         corporation or other entity shall be effected in such a way that
         holders of shares of Common Stock shall be entitled to receive stock,
         securities, other evidence of equity ownership or assets with respect
         to or in exchange for shares of Common Stock, then, as a condition of
         such reorganization, reclassification, consolidation, merger or sale


                                      -3-


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         (except as otherwise provided below in this SECTION 4), lawful and
         adequate provisions shall be made whereby the Holder shall thereafter
         have the right to receive upon the exercise hereof upon the basis and
         upon the terms and conditions specified herein, such shares of stock,
         securities, other evidence of equity ownership or assets as may be
         issued or payable with respect to or in exchange for a number of
         outstanding shares of such Common Stock equal to the number of shares
         of Common Stock immediately theretofore purchasable and receivable upon
         the exercise of this Warrant under this Section 4 had such
         reorganization, reclassification, consolidation, merger or sale not
         taken place, and in any such case appropriate provisions shall be made
         with respect to the rights and interests of the Holder to the end that
         the provisions hereof (including, without limitation, provisions for
         adjustments of the Exercise Price and of the number of shares of Common
         Stock receivable upon the exercise of this Warrant) shall thereafter be
         applicable, as nearly as may be practicable, in relation to any shares
         of stock, securities, other evidence of equity ownership or assets
         thereafter deliverable upon the exercise hereof. Subject to the terms
         of this Warrant, in the event of a merger or consolidation of the
         Company with or into another corporation or other entity as a result of
         which the number of shares of common stock of the surviving corporation
         or other entity issuable to holders of Common Stock, is greater or
         lesser than the number of shares of Common Stock outstanding
         immediately prior to such merger or consolidation, then the Exercise
         Price in effect immediately prior to such merger or consolidation shall
         be adjusted in the same manner as though there were a subdivision or
         combination of the outstanding shares of Common Stock.

                  (iv) In case the Company shall, at any time prior to exercise
         of this Warrant, consolidate or merge with any other corporation or
         other entity (where the Company is not the surviving entity) or
         transfer all or substantially all of its assets to any other
         corporation or other entity, then the Company shall, as a condition
         precedent to such transaction, cause effective provision to be made so
         that the Holder of this Warrant upon the exercise of this Warrant after
         the effective date of such transaction shall be entitled to receive the
         kind and amount of shares, evidences of indebtedness and/or other
         securities or property receivable on such transaction by a holder of
         the number of shares of Common Stock as to which this Warrant was
         exercisable immediately prior to such transaction (without giving
         effect to any restriction upon such exercise); and, in any such case,
         appropriate provision shall be made with respect to the rights and
         interest of the Holder of this Warrant to the end that the provisions
         of this Warrant shall thereafter be applicable (as nearly as may be
         practicable) with respect to any shares, evidences of indebtedness or
         other securities or assets thereafter deliverable upon exercise of this
         Warrant.

         No fractional shares of Common Stock shall be issued in connection with
any exercise of this Warrant, but in lieu of such fractional shares, the Company
shall make a cash payment therefor equal in amount to the product of the
applicable fraction multiplied by the Exercise Price then in effect.

         5. This Warrant need not be changed because of any change in the
Exercise Price or in the number of shares of Common Stock purchased hereunder.


                                      -4-


<PAGE>

         6. The Holder shall, with respect to the shares of Common Stock
issuable upon the exercise of this Warrant (the "WARRANT SHARES"), have demand
and "piggy-back" registration rights pursuant to the terms of the Registration
Rights Agreement dated July 12, 2004 between the Holder and the Company (the
"REGISTRATION RIGHTS AGREEMENT").

         7. The terms defined in this SECTION 7, whenever used in this Warrant,
shall, unless the context otherwise requires, have the respective meanings set
forth below:

                  (a) "COMMON STOCK" shall mean and include the Company's common
stock, $.0033 par value per share, authorized on the date of the original issue
of this Warrant and shall also include in case of any reorganization,
reclassification, consolidation, merger or sale of assets of the character
referred to in SECTION 4 hereof, the stock, securities or assets provided for in
such section.

                  (b) "COMPANY" shall also include any successor corporation to
MicroTel International Inc. by merger, consolidation or otherwise.

                  (c) "OUTSTANDING" when used with reference to Common Stock
shall mean at any date as of which the number of shares thereof is to be
determined, all issued shares of Common Stock, except shares then owned or held
by or for the account of the Company.

                  (d) "MARKET PRICE" as of any date, (i) means the average of
the last reported sale prices for the shares of Common Stock on the OTC Bulletin
Board ("OTCBB") for the five (5) Trading Days immediately preceding such date as
reported by Bloomberg Financial Markets ("BLOOMBERG"), or (ii) if the OTCBB is
not the principal trading market for the shares of Common Stock, the average of
the last reported sale prices on the principal trading market for the Common
Stock during the same period as reported by Bloomberg, or (iii) if market value
cannot be calculated as of such date on any of the foregoing bases, the Market
Price shall be the fair market value as reasonably determined in good faith by
the Board of Directors of the Company. The manner of determining the Market
Price of the Common Stock set forth in the foregoing definition shall apply with
respect to any other security in respect of which a determination as to market
value must be made hereunder.

                  (e) "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any successor federal statute, and the rules and regulations of the
Securities and Exchange Commission, or any other federal agency then
administering the Securities Act, thereunder, all as the same shall be in effect
at the time.

                  (f) "TRADING DAY" shall mean any day on which the Common Stock
is traded for any period on the OTCBB, or on the principal securities exchange
or other securities market on which the Common Stock is then being traded.

         8. This Warrant is exchangeable, upon the surrender hereby by the
Holder at the office or agency of the Company, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for and purchased hereunder,
each of such new Warrants to represent the right to subscribe for and purchase
such number of shares of Common Stock as shall be designated by the Holder at
the time of such surrender. Upon receipt of evidence satisfactory to the Company


                                      -5-


<PAGE>

of the loss, theft, destruction or mutilation of this Warrant or any such new
Warrants and, in the case of any such loss, theft, or destruction, upon delivery
of a bond of indemnity, reasonably satisfactory to the Company, or, in the case
of any such mutilation, upon surrender or cancellation of this Warrant or such
new Warrants, the Company will issue to the Holder a new Warrant of like tenor,
in lieu of this Warrant or such new Warrants, representing the right to
subscribe for and purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder.

         9. The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the Holder to any
voting rights or any rights as a stockholder of the Company. The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.

         10. This Warrant, together with the Agreement, sets forth the entire
agreement of the Company and the Holder of the Common Stock issuable upon the
exercise of this Warrant with respect to the rights of the Holder and the Common
Stock issuable upon the exercise of this Warrant. To the extent there is any
conflict or inconsistency between the terms of this Warrant and the terms of the
Stock Purchase Agreement and/or the Registration Rights Agreement, the terms of
this Warrant shall control.

         11. The validity, interpretation and performance of this Warrant and
each of its terms and provisions shall be governed by the laws of the State of
California, without regard to choice of law principles. Any disputes arising
under this Agreement shall be resolved in the federal or state courts located in
the County of Orange, State of California.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer under its corporate seal and dated as of July 13,
2004.

                                 MICROTEL INTERNATIONAL INC.


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


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<PAGE>

                               NOTICE OF EXERCISE

To:      MicroTel International Inc. (the "COMPANY")

         1. The undersigned hereby elects to (a) 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 pursuant to
SECTION 4 of the Warrant, or (b) exercise a total of _____________ Warrants and
utilize the cashless exercise provision of SECTION 1(B) of the Warrant,
resulting in _________ Warrant Shares issuable hereunder.

         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, except to such permitted transferee(s) signing an investor
representation letter satisfactory to Company.

         3. The undersigned hereby certifies that the undersigned has delivered,
or caused to be 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 stock certificate representing the Warrant Shares in
the name of the Holder and deliver the stock certificate to the address set
forth below.

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

Date: ________________              ____________________________________________
                                    (Printed Name)

                                    ____________________________________________
                                    (Authorized Signature)

                                    Address for Delivery:
                                    ____________________________________________

                                    ____________________________________________

                                    ____________________________________________


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