BARRY E. REIFLER'S EMPLOYMENT ARRANGEMENT
The following represents the agreement in principle between Barry E. Reifler and MicroTel International, Inc.,
which is to be memorialized in a definitive agreement(s) as soon as possible hereafter.
1) Barry's EMPLOYMENT AGREEMENT dated February 9, 1996, as amended on August 15, 1996 (the
"Amended Agreement"), will remain in full force and effect as amended by this letter agreement, with the proviso
that he has up to 3 months after the consummation of the merger with XIT Corporation (the "Merger") in which
to make a determination as to whether he deems the change in control to be an adverse change in employment
2) Barry will serve MicroTel International, Inc. as its Chief Financial Officer under the same conditions and terms
of the Amended Agreement with the following amendments and understandings:
a) Base compensation will be increased to $150,000 per year effective with the date of the Merger.
b) The severance provisions will be amended to provide the benefits provided for in paragraph 15 of the
Amended Agreement as if he had triggered the provision immediately upon the change in control (i.e. based on an
annual salary of $125,000 and covering his current equity position prior to this new employment arrangement).
c) Although no contractual revision is necessary regarding the following, it is expressly understood that expenses
will be paid for or reimbursed explicitly for items of the same nature as were provided during Barry's tenure as
CFO pre-merger when corporate headquarters were located in San Jose, CA., including (by way of illustration
and not limited to) a corporate apartment and operating costs of his personal vehicle located in California used
for travel while at corporate headquarters.
3) Barry will receive a signing bonus of non-qualified options to acquire 150,000 shares of common stock of
MicroTel International, Inc. at an exercise price $2.375 per share. The options will be issued pursuant to the