THIS INTERCREDITOR AGREEMENT (this "AGREEMENT"), executed this 13th day of July, 2004, is made
by and among MicroTel International Inc., a Delaware corporation (the "BORROWER") and the persons listed
on the Schedule of Lenders attached hereto as EXHIBIT A (each, a "LENDER" and collectively, the "Lenders").
A. Borrower and the Lenders are parties to the Stock Purchase Agreement of event date herewith (the "STOCK
PURCHASE AGREEMENT") relating to the purchase by Borrower 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, Borrower issued the Short Term Notes and the Long
Term Notes to each of the Lenders to satisfy a portion of the aggregate consideration to be paid by Borrower for
the purchase of the shares of common stock of Larus from the Lenders.
C. CXR, Larus and Vista are each delivering a Continuing Guarantee dated as of the date hereof pursuant to
which each entity guarantees the obligations of Borrower under the terms of the Long Term Notes (collectively,
the "CONTINUING GUARANTEES").
D. CXR, Larus and Vista are each delivering a Security Agreement dated as of the date hereof (collectively, the
"SECURITY AGREEMENTS") to Lenders pursuant to which their respective obligations to Lenders under the
Continuing Guarantees are secured by the assets of CXR, Larus and Vista, respectively .
E. Borrower is delivering a Pledge and Security Agreement dated as of the date hereof (the "PLEDGE
AGREEMENT") to Lenders pursuant to which the obligations of Borrower to Lenders are secured by the equity
securities of Larus and the Larus Entity.
F. Lenders desire to set forth in this Agreement their respective rights and obligations with respect to the Notes,
the Continuing Guarantees, the Pledge Agreement, the Security Agreements and the exercise of rights with
NOW, THEREFORE, for valuable consideration, the rece