ESCROW ACCOUNT INSTRUCTIONS AND AGREEMENT

     1. Parties. The Parties to this Agreement are DAVID M. BOHR, Attorney
at Law ("Bohr"), MICHAEL P. SCHUYLEMAN and JANET L. SCHUYLEMAN, husband and
wife ("Seller"), and TELEVAR NORTHWEST, INC., a Washington corporation
("Purchaser").

     2. Documents. The documents indicated below are delivered to Bohr to
be held in escrow pursuant to the terms and conditions of this Agreement:

          A.   Promissory Note, dated October 31, 1995 (copy);

               Purchaser/Maker:      Televar Northwest, Inc.
               Seller/Holder:        Michael P. Schuyleman and
                                     Janet L. Schuyleman

               (hereinafter the "Collected Instrument")

          B.   Stock Certificate No. 9 issued by Televar Northwest, Inc.,
               to Michael P. Schuyleman representing 326,666 shares of
               common stock in Televar Northwest, Inc.;

          D.   Stock Power, endorsed in blank, for transfer of Stock
               Certificate No. 9.

     The above documents are delivered to Bohr on behalf of Seller and
Purchaser, their heirs, successors, assigns, and representatives. The
delivery to Bohr is intended by the parties to be irrevocable, unless
otherwise provided in a written agreement of Purchaser and Seller or
provided in this Agreement. The delivery of the above-described documents
to Bohr evidences the Purchaser's and Seller's intentions to part with all
dominion and control of the documents. This delivery shall survive the
death, incompetency, disability, or other legal disability of any other
parties. Bohr does not clear title and does not insure the validity

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or legal enforceability of any documents that it holds pursuant to a
contract collection or escrow agreement. Upon payoff, Bohr will provide
Purchaser with the Stock Certificate, endorsed in blank, together with the
Promissory Note.

     3. Fees. As consideration for the collection of services and
additional services, if any, Seller agrees to pay Bohr Two Hundred Dollars
($200).

     4. Delivery of Documents. When Purchaser has paid all of the amounts
required by the Collected Instrument, Seller shall endorse the Stock
Certificate and authorize and instruct Bohr to deliver to the Purchaser all
of the documents held in escrow by Bohr.

     5. Default/Return of Documents. If the Purchaser defaults in any
obligation under the Collected Instrument or this Agreement, the Seller may
exercise its legal remedies under the Collected Instrument or otherwise.
Seller and Purchaser hereby authorize Bohr to release the documents held in
escrow by Bohr upon the direction of Seller in the event Seller elects to
pursue such remedy pursuant to the Collected Instrument. If Seller chooses
to serve a notice of default or forfeiture on Purchaser in accordance with
the contractual provisions of the Collected Instrument, or if Seller
chooses to commence a judicial action against Purchaser, Seller agrees that
a copy of said notice or court papers will be delivered to Bohr with
evidence of their delivery to Purchaser. If Purchaser fails to comply with
the requirements of said notice or court papers, if any, by the date
required therein, Bohr is authorized to deliver the documents held in
escrow to Seller.

     6. Conflicts. If Bohr receives or becomes aware of any conflicting
demands or claims with respect to this Agreement, or with respect to the
rights of the Purchaser or Seller, Bohr shall have the right to discontinue
any and all acts under this Agreement, until

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the conflict is resolved to the satisfaction of Bohr. Bohr shall have the
right, but not the obligation, to commence or defend any action or
proceeding for determination of any conflict. Seller agrees to pay all
costs, damages, judgments, and expenses, including reasonable attorney's
fees, sustained by Bohr, in connection with, or arising out of this
Agreement, including but not limited to, any interpleader action brought by
Bohr. In the event Bohr files a suit in interpleader, Bohr, by that act,
shall be fully released and discharged from all other obligations imposed
by this Agreement.

     7. Limited Responsibility. Bohr's obligations are especially limited
to those stated in this Agreement. Bohr will be responsible only for the
exercise of ordinary care in following the instructions herein, and shall
be relieved of any further liability.

     8. Assignment. Bohr reserves the right to withdraw from this Agreement
and/or assign its obligation in this Agreement. This Agreement shall be
binding on any successor of Bohr and on any successor of the undersigned or
the Collected instrument.

     9. Legal Matters. In the event Purchaser or Seller retains an attorney
to enforce the terms of this Agreement, the substantially prevailing party
shall be entitled to all costs and reasonable attorney's fees incurred at
trial, upon appeal, or without resort to suit.

     The undersigned has executed this Agreement this 31st day of October,
1995.

                                        "SELLER"


                                          /s/
                                        ---------------------------------------
                                        MICHAEL P. SCHUYLEMAN
                                        SSN:   ###-##-####
                                        Address:  1119 Washington Street
                                                  Wenatchee, WA
                                        Phone:    509-663-6205

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                                          /s/
                                        ---------------------------------------
                                        JANET L. SCHUYLEMAN
                                        SSN:   ###-##-####
                                        Address:  1119 Washington Street
                                                  Wenatchee, WA
                                        Phone:    509-663-6205

                                        "PURCHASER"

                                        TELEVAR NORTHWEST, INC.


                                          /s/                    , Chairman
                                        -------------------------

                                        Address:  215 Yakima Street
                                                  Wenatchee, WA  98801
                                        Phone:    509-664-9004


                                        "BOHR"


                                          /s/
                                        ---------------------------------------
                                        DAVID M. BOHR

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