Minimum Conversion Price for MicroTel's Series A Convertible Preferred Stock Eliminated in Accordance With Previous Agreement

Business Wire, August 6, 1999

ONTARIO, Calif.--(BUSINESS WIRE)--Aug. 6, 1999--

MicroTel International Inc. (the "company") (OTC BB:MCTL) Friday announced that the minimum conversion price of $0.50 per common share for its Series A Convertible Preferred stock is no longer in effect.

In November 1998, the company reached an agreement with all three institutional holders of the preferred stock that established the minimum conversion price but also stipulated that such minimum would be eliminated should the company's common stock no longer be traded on the Nasdaq SmallCap Market.

Since the company's common stock began trading on the OTC BB in May 1999, the preferred stockholders have agreed to several oral agreements to temporarily extend the minimum conversion price. These extensions have now expired.

Since the placement of the preferred stock in July 1998, 107 preferred shares, representing approximately 54 percent of the total issue, have been converted and are believed to have been sold to the public by the preferred shareholders.

Commenting on the intentions and actions of the preferred investors, Carmine T. Oliva, the company's chairman, president and chief executive officer, stated "Our preferred shareholders have held a substantial portion of their stock for over one year which evidences their long-term investment strategy with respect to the company's common stock.

"We continue to maintain close and mutually supportive relations with all three investors and do not expect the elimination of minimum conversion price to change the investment direction of the three preferred shareholders to the determent of the company's common stock trading price."

Oliva added, "One of the three preferred shareholders, representing 25 percent of the total preferred stock issue, has stated its intention to hold all remaining shares for long-term appreciation.

"The second investor, also representing 25 percent of the issue, has stated its intention to convert and sell only the minimum number of shares necessary to regain the remainder of its original investment as and when the public market can absorb these shares in an orderly fashion and expects to hold the remaining shares for long-term appreciation.

"The third investor, representing the remaining 50 percent of the issue, is primarily focused on the private placement of its stock in amounts sufficient to regain its original investment and intends to hold its remaining shares for long-term appreciation."

MicroTel International Inc. is a holding company for its three wholly owned subsidiaries -- CXR Telcom Corp. in Fremont, Calif.; CXR, S.A. in Paris and XIT Corp. in Ontario and its 40 percent owned affiliate company Digital Transmission Systems Inc. located near Atlanta.

CXR Telcom Corp., CXR, S.A. and Digital Transmission Systems design, manufacture and market electronic telecommunication test instruments, wireless and wireline voice, data and video transmission and networking equipment.

XIT Corp. designs, manufactures and markets information technology products, including input and display components, subsystem assemblies and power supplies. The company operates out of facilities in the United States, France, England and Japan.

The statements in this news release relating to matters that are not historical are forward-looking statements which involve risks and uncertainties including, without limitation, economic and competitive conditions in the markets served by the company affecting the demand for the company's products, product pricing, market acceptance, access to distribution channels and other risks detailed from time to time in the company's Securities and Exchange Commission filings. These risks could cause actual results to differ materially from those anticipated or described herein.