THE WARRANTS REPRESENTED BY THIS CERTIFICATE ("WARRANTS") AND THE
UNDERLYING WARRANT SHARES ("WARRANT SHARES") HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE
WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, THE
WARRANTS AND WARRANT SHARES MAY NOT BE OFFERED OR SOLD TO ANY U.S. PERSON,
THE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES (EXCEPT AS PERMITTED
BY REGULATION S), AND THE WARRANT SHARES MAY NOT BE DELIVERED IN THE UNITED
STATES, UNLESS, IN EACH CASE, THE WARRANTS AND 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.
THE WARRANTS REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD,
PLEDGED, HYPOTHECATED OR ENCUMBERED EXCEPT UNDER THE LAWS OF DESCENT AND
DISTRIBUTION OR BY OPERATION OF LAW.
WARRANTS TO PURCHASE COMMON STOCK
MICROTEL INTERNATIONAL, INC., a Delaware corporation (the "Company") hereby grants to Yorkton
Securities, Inc. (the "Holder") _____________________ (____) non-transferable warrants (the "Warrants") for
the purchase of common stock of the Company (the "Common Stock"), with each whole Warrant entitling the
Holder to purchase one share of Common Stock (each a "Warrant Share" and collectively the "Warrant Shares")
on the terms and subject to the conditions set forth herein. The Warrants have been issued pursuant to an Agency
Agreement dated for reference purposes as of March 21, 1997 entered into between the Holder and the
Company (the "Agency Agreement") and as part of a larger private offering by the Company described in that
certain Confidential Offering Memorandum of the Company dated March 21, 1997.
1. TERM. The Warrants may be exercised, in whole or in part, at any time and from time to time from the date
hereof until 5:00 Pacific Time on ___________, 2000 (the "Exercise Period").
2. EXERCISE PRICE. The initial exercise