INDEPENDENT DISTRIBUTOR AGREEMENT

This Agreement is made and entered into as of this 16 day of November 1994
by and between Association Communications Inc. (henceforth knows as ACI)
having its principle place of business at 1601 Fifth Ave., Ste. 1400,
Seattle, Washington 98101 and Televar Northwest, Inc. (henceforth known as
the Independent Distributor) having its principle place of business at 240
No. Mission, Wenatchee, Washington 98801. Both ACI and Independent
Distributor are parties to this Agreement.

     A.   ACI is a telecommunication company providing long distance
          services through its own network facilities and resell agreements
          with other carriers

     B.   Independent Distributor is a business providing telecommunication
          equipment and services and desires to provide marketing services
          to ACI to sell ACI long distance services

     C.   ACI desires Independent Distributor to provide such marketing
          services

     1.   ACI hereby appoints Televar Northwest, Inc. as the exclusive
Independent Distributor for Washington counties Chelan, Douglas, Grant,
Yakima, Okanogan, Kittitas, Franklin, Benton and Adams. Televar agrees to
sell as an Independent Distributor ACI's long distance telecommunications
products. Outlined in attached Schedule A are the pricing and commission
schedules herein.

     2.   The Independent Distributor duties include:

          A.   Market and promote ACI and its services

          B.   Provide the appropriate and proper sales effort, service and
               follow-up to foster, establish and maintain business
               relationships between customers and ACI.

          C.   Sell services at service rates established by ACI and accept
               service orders at rates below the established rates only
               with prior approval of ACI.

          C.   Submit to ACI completed Service Orders to include billing
               information, rating structure and all pertinent information
               for provisioning based on customer access.

          D.   Provide and/or program customer premises equipment for
               access and routing to ACI network

     3.   ACI duties include:

          A.   Provide quality switched or dedicated telecommunication long
               distance services as outlined in Schedule A to customers
               submitted by Independent Distribution.

          B.   Provide Marketing and Sales material and support.

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          C.   Provide Customer Service to customers relating to services,
               billing and general service questions.
          D.   Provision new Orders and facilitate customer services
               requests in a timely manner
          E.   Provide customers monthly billing

     4.   The Independent Distributor and ACI agree that in no circumstance
will the Independent Distributor consider its self or represent its self as
agent, division or subsidiary of ACI.

     5.   Commissions to the Independent Distributor will be based on
Schedule A attached for collected balances of customers submitted by
Independent Distributor payable on the 15th of the month following 100%
collection of billed charges per account. ACI reserves the right to change
the commission schedule of compensation with thirty (30) days prior written
notice to Independent Distributor. Changes to Schedule A Commissions will
be made only in the event of direct network cost increases and the customer
Rate Per Minute charges can not be adjusted to compensate for increase.

     6.   No Commissions will be paid to the Independent Distributor for
sales to existing endorsing Trade Association members (banks, hospitals
software companies) unless prior approval is given by ACI.

     7.   The Independent Distributor will be responsible to ACI for
Uncollectable Accounts of customers submitted by the Independent
Distributor to ACI or accounts that commissions have been paid to
Independent Distributor for which service is provided per the following
Uncollectable amount levels:

          Swiched Access-                          Dedicated Access-
               $1 to $1,000           100%               All Levels       100%
               $1001 to $6,000         50%
               $ over $6,000          100%

          A.   The Company will provide the Independent Distributor an
               Accounts Receivable Aged Listing twice a month. Independent
               Distributor shall put forth its best efforts to assist ACI
               in collecting past due accounts.

          B.   The Uncollected amount and all fees will be deducted from
               the Independent Distributor Commissions for three months.
               The remaining balance, if any, will be billed directly to
               the Independent Distributor.

          C.   In the event that the Agreement is cancelled, the
               Independent Distributor remains responsible for
               Uncollectable Accounts as described.

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     8.   Information communicated between the parties, including but not
limited to the terms of this Agreement, rates, customers, vendors, network
characteristics, operating procedures, marketing methods and finances,
shall be considered proprietary and confidential.

     9.   This Agreement shall have an initial term of one year and will be
renewed automatically on a year-to-year basis, unless either party notifies
the other party 60 days prior to the renewal date.

     10.  This Agreement will continue in force from the date of the
Agreement and may be subject to termination upon occurrence of any of the
following: A. Dissolution or closing of the Independent Distributor or ACI.
B. Filing of voluntary or involuntary petition of bankruptcy by either
party. C. Breach of confidentially agreement between parties relative to
business relationships, system services or service rates. D. Action of
either party that may be seen by the other to be a misrepresentation or
detrimental to the continuation of the business relationship.

          Termination of Agreement for circumstances above effective with
30 day written notice. If Agreement is terminated by ACI, Independent
Distributor will receive earned Commissions for six (6) months after
termination date.

     11.  The Independent Distributor will not market, promote, represent
solicit business for or divert business to any other company providing the
same product offered by ACI.

     12.  Each of the parties shall be responsible for its negligent actions
and those of its respective officers, employees and agents. Each such
acting party shall hold harmless and indemnify the other party against any
claims, losses, liabilities, damages or expenses (including attorney fees)
that are suffered or incurred by the other party that arise directly or
indirectly out of the negligence of the acting party. Provided however, in
no event shall either party be liable to the other for the payment of
consequential damages

     13.  This Agreement constitutes the entire understanding of the parties
with respect to the subject matter herein.

     14.  If any provision of the Agreement shall be for any reason held
invalid or unenforceable, the remaining provisions shall remain in full
force and effect.

     15.  This Agreement may not be assigned, in whole or in part, by either
party without written consent of the other.

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     16.  This Agreement shall not be modified or amended or any term or
provision waived, without written consent of the other.

In Witness Whereof, the parties have caused this Agreement to be executed
and delivered by their duly authorized representatives as of the day and
year first above written.

Association Communications Inc.        Televar Northwest, Inc.


By:     /s/                            By:     /s/
   -------------------------------         -------------------------------

Name:      Richard Reynolds            Name:      Charles D. DeJong
      ----------------------------           -----------------------------

Title:        Pres.                    Title:        Pres & CEO
       ---------------------------            ----------------------------

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                                 SCHEDULE A

Territory:

ACI appoints TELEVAR as exclusive Independent Distributor for Eastern
Washington defined as that portion of the state of Washington lying East of
the Cascade Mountain crestline. The appointment as exclusive Independent
Distributor becomes effective at Agreement approval and in no way implies
any interest by TELEVAR in Eastern Washington accounts previously receiving
service from ACI.

Commissions:

<TABLE>
<CAPTION>
                        TELEVAR COMMISSION SCHEDULE

RATE                                SELL                    COMMISSION
CODE    PRODUCT                     INTRA       INTER       ASSN        ASSN
----    -------                     -----       -----       ----        ----
<S>     <C>                         <C>         <C>         <C>         <C> 
A1      OUTBOUND, SWITCHED          $0.129      0.159       12.0%       9.5%
A2      OUTBOUND, SWITCHED          $0.129      0.149       10.0%       7.5%
A3      OUTBOUND, SWITCHED          $0.119      0.139       8.0%        5.5%
A4      OUTBOUND, SWITCHED          $0.149      0.149       14.5%       12.0%
A5      OUTBOUND, SWITCHED          $0.139      0.139       12.0%       9.5%
A6      OUTBOUND, SWITCHED          $0.135      0.135       11.0%       8.5%
A7      OUTBOUND, SWITCHED          $0.129      0.129       9.0%        6.5%

D1      OUTBOUND, DEDICATED         $0.125      0.125       23.0%       21.5%
D2      OUTBOUND, DEDICATED         $0.105      0.105       18.0%       15.5%
D3      OUTBOUND, DEDICATED         $0.099      0.099       16.5%       14.0%
D4      OUTBOUND, DEDICATED         $0.095      0.095       11.0%       8.5%
D5      OUTBOUND, DEDICATED         $0.089      0.089       9.0%        6.5%
D6      OUTBOUND, DEDICATED         $0.079      0.079       6.0%        3.5%

B1      800 INBOUND, SWITCHED       $0.159      0.159       10.0%       7.5%
B2      800 INBOUND, SWITCHED       $0.149      0.149       8.0%        5.5%
B3      800 INBOUND, SWITCHED       $0.145      0.145       6.0%        3.5%
B4      800 INBOUND, SWITCHED       $0.139      0.139       5.0%        2.5%

B1      800 INBOUND, DEDICATED      $0.105      0.105       10.0%       7.5%
B2      800 INBOUND, DEDICATED      $0.095      0.095       8.0%        5.5%
B3      800 INBOUND, DEDICATED      $0.085      0.085       6.0%        3.5%
B4      800 INBOUND, DEDICATED      $0.008      0.008       5.0%        2.5%
</TABLE>

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