AGREEMENT OF SETTLEMENT AND MUTUAL RELEASE
THIS AGREEMENT OF SETTLEMENT AND MUTUAL RELEASE ("Agreement") is made by and between
Francis John Gorry ("Mr. Gorry") on the one hand, and MicroTel International, Inc. ("MicroTel") on the other.
1.1 A dispute has arisen between the parties regarding a Letter Agreement dated April 18, 1995 relating to, inter
alia, the issuance, tender and registration by the Securities and Exchange Commission of one hundred thirty
thousand (130,000) shares of unrestricted, freely tradable MicroTel common stock (the "Stock") for the benefit
of Mr. Gorry. As a result of MicroTel's failure to issue, register or tender the Stock to Mr. Gorry, Mr. Gorry
filed an action in the Santa Clara County Superior Court, title Francis John Gorry v. MicroTel International, Inc.,
et al., SCSC Case No. CV758208 (the "Action").
1.2 It is the desire of the above named parties to the action to fully and finally settle and resolve, for valuable
consideration, any and all claims and disputes whatsoever between them, except as otherwise provided in this
Agreement, and to terminate all relationships, controversies and other matters whatsoever presently existing
between them, subject only to the terms, conditions and exceptions set forth in this Agreement. The parties have
reached this agreed compromise after considering the substantial expense and uncertainty of litigation, trial and
appeals, with the desire to resolve all pending or potential disputes, administrative matters and litigation between
them in their entirety and without admitting liability. Liability by any party to any other
party for any right, remedy, benefit or cause of action for any reason or upon any theory is expressly denied.
THEREFORE, without admitting the validity of or any liability for the claims and defenses held by Mr. Gorry, on
the one hand, and MicroTel, on the other, against one another, and to resolve all the disputes amongst
themselves, in consideration of the followin