PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT (the "PLEDGE AGREEMENT"), executed
this 13th day of July, 2004, is made by and among MicroTel International Inc., a Delaware corporation
("PLEDGOR"), Noel McDermott, an individual ("COLLATERAL AGENT"), and the persons and entities listed
on the Schedule of Lenders attached hereto as EXHIBIT A (each, a "LENDER" and collectively, the
A. Pledgor and the Lenders are parties to the Stock Purchase Agreement of even date herewith (the "STOCK
PURCHASE AGREEMENT") relating to the purchase by Pledgor of all of the issued and outstanding shares of
common stock of Larus Corporation, a California corporation ("LARUS").
B. Pursuant to the terms of the Stock Purchase Agreement, Pledgor issued certain long term promissory notes
(which are defined in the Stock Purchase Agreement as well as herein as the "LONG TERM NOTES") to each
of the Lenders to satisfy a portion of the aggregate consideration to be paid by Pledgor for the purchase of the
shares of Larus from Lenders.
C. In order to induce Lenders to extend the credit evidenced by the Long Term Notes, Pledgor has agreed to
enter into this Pledge Agreement to pledge and grant Collateral Agent, for the benefit of itself and the Lenders,
the security interest in the Collateral described below.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS AND INTERPRETATION. Unless otherwise defined herein, all other capitalized terms used
herein and defined in the Long Term Notes shall have the respective meanings given to those terms in the Long
Term Notes, and all terms defined in the California Uniform Commercial Code (the "UCC") shall have the
respective meanings given to those terms in the UCC.
2. THE PLEDGE. To secure the Obligations as defined in SECTION 3 hereof, Pledgor hereby pledges and