LEASE AGREEMENT

LEASE NUMBER __________

LESSEE

Full Legal Name - Include DBA If Applicable
Televar Northwest, Inc.

Billing Address             City                  State                 Zip
215 Yakima Street           Wenatchee             WA                    98801

VENDOR/SUPPLIER

Name                        City                  State                 Zip
Cisco Systems               Bellevue              WA                    98004

EQUIPMENT DESCRIPTION, Attach separate Addendum if needed.

Quantity     Type, Make, Model Number & Serial Number

             SEE ATTACHED EQUIPMENT LIST

EQUIPMENT LOCATION. Complete only if equipment will not be located at
Lessee's address above.


Address                        City                  State                 Zip

SCHEDULE OF LEASE PAYMENTS
<TABLE>
<CAPTION>

Lease       Number of  Amount of Each Lease Payment X Number of     Administrative+ Security=  Initial
Term        Payments                                  + Prepayment  Fee             Deposit    Amount
(Months)                                                                                       Due
--------    ---------  ------------------------------ ------------  --------------- ---------- -------
                       Rental    Tax       Total
                                           Payment
                       ------    ---       -------

<C>         <C>      <C>       <C>       <C>                <C>           <C>         <C>      <C>
36          36       $2,698.91 $215.91   $2,914.82          2             $100.00     $0.00    $5,929.64
</TABLE>

Payment Due Date  Interim Rental will be billed and is calculated as follows:
___1st ___15th    (Monthly Rental Payment/30 days = Daily Rate)x(Number of Days
                  Between Acceptance Date and First Payment Date)=Total Interim
                  Rental

THIS LEASE IS SUBJECT OT THE TERMS AND CONDITIONS PRINTED HEREON AND ON THE
FOLLOWING PAGES, ALL OF WHICH ARE MADE A PART HEREOF AND WHICH LESSEE
ACKNOWLEDGES HAVING READ. PLEASE READ CAREFULLY BEFORE SIGNING.

            THIS LEASE AGREEMENT, WHICH CONSISTS OF FOUR PAGES,
                  IS NOT BINDING UNTIL ACCEPTED BY LESSOR



                                    -1-

<PAGE>
LESSEE: TELEVAR NORTHWEST, INC.         LESSOR: FINANCIAL PACIFIC CO.

  /s/                                   By_________________________________
-------------------------------------
Charles D. Dejong  CEO & Individually     (Signature Only)

    8/6/96                              ___________________________________
(Date)                                  (Title)

           THIS IS A NON-CANCELLABLE LEASE FOR THE TERM INDICATED

FINANCIAL PACIFIC CO. through its equipment Leasing division, hereinafter
called "Lessor," hereby Leases to the Lessee, and Lessee hereby hires and
takes from Lessor all property described in this agreement or hereafter and
made a part hereof.

                        Continued on Following Pages
                      Page 1 of 4 Page Lease Agreement

                                    -2-
<PAGE>
1. ENTIRE AGREEMENT. This Lease constitutes the entire agreement between
Lessor and Lessee. No oral agreement, guaranty, promise, condition,
representation or warranty shall be binding on Lessor. All prior
conversations, agreements or representations related hereto and/or to said
equipment are integrated herein. No modification hereof shall be binding
unless in writing signed by Lessor.

2. REPRESENTATIONS. Lessee acknowledges that no salesman or agent of the
supplier of the equipment is authorized to waive or alter any term or
condition of this Lease and no representation as to the equipment or any
matter by the supplier shall in any way effect the Lessee's duty to pay the
Lease payments and perform its other obligations as set forth in this
lease.

3. STATUTORY FINANCE LEASE. Lessee agrees and acknowledges that it is the
intent of both parties to this Lease that it qualify as a statutory finance
Lease under Article 2A of the Uniform Commercial Code. Lessee acknowledges
and agrees that Lessee has selected both: (1) the equipment; and (2) the
supplier from whom Lessor is to purchase the equipment. Lessee acknowledges
that Lessor has not participated in any way in Lessee's selection of the
equipment or of the supplier, and Lessor has not selected, manufactured, or
supplied the equipment.

LESSEE IS ADVISED THAT IT MAY HAVE RIGHTS UNDER THE CONTRACT EVIDENCING THE
LESSOR'S PURCHASE OF THE EQUIPMENT FROM THE SUPPLIER CHOSEN BY LESSEE AND
THAT LESSEE SHOULD CONTRACT THE SUPPLIER OF THE EQUIPMENT FOR A DESCRIPTION
OF ANY SUCH RIGHTS.

4. ASSIGNMENT BY LESSEE PROHIBITED WITHOUT LESSOR'S PRIOR WRITTEN CONSENT.
LESSEE SHALL NOT ASSIGN THIS LEASE OR SUBLEASE THE EQUIPMENT OR ANY
INTEREST THEREIN, OR TRANSFER THIS LEASE, OR OTHERWISE DISPOSE OF THE
EQUIPMENT COVERED HEREBY.

5. NO WARRANTY. Lessee has selected both equipment and the supplier
thereof. Lessor, not being the manufacturer of the equipment, nor
manufacturer's agent, MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS
OR IMPLIED, AS TO THE FITNESS FOR A PARTICULAR USE OR OTHERWISE, QUALITY,
DESIGN, CONDITION, CAPACITY, SUITABILITY, MERCHANTABILITY OR PERFORMANCE OF
THE EQUIPMENT OR OF THE MATERIAL OR WORKMANSHIP THEREOF, IT BEING AGREED
THAT THE EQUIPMENT IS LEASED "AS IS" AND THAT ALL SUCH RISKS, AS BETWEEN
THE LESSOR AND THE LESSEE, ARE TO BE BORNE BY THE LESSEE AT ITS SOLE RISK
AND EXPENSE. Lessee accordingly agrees not to assert any claim whatsoever
against the Lessor based thereon. In addition, Lessee waves any and all
rights and remedies conferred by UCC 2A-508 through 2A-522, including, but
not limited to, the Lessee's right to (a) cancel or repudiate the lease;
(b) reject or revoke acceptance of the Leased property; (c) deduct from
rental payments all or any part of any claimed damages resulting form the
Lessor's default under the Lease; (d) recover from the


                                    -3-

<PAGE>
Lessor any general special, incidental, or consequential damages, for any
reason whatsoever. Lessee further waives any and all rights, now or
hereafter conferred by statute or otherwise, that may require the Lessor to
sell, release, or otherwise use or dispose of the Leased property in
mitigation of the Lessor's damages or that may otherwise limit or modify
any of the Lessor's rights or remedies hereunder.

6. APPLICABLE LAW AND VENUE. ALL MATTERS INVOLVING THE CONSTRUCTION,
VALIDITY, PERFORMANCE, OR ENFORCEMENT OF THIS LEASE SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF WASHINGTON. THE LESSEE FURTHER AGREES THAT THE
COURTS OF THE STATE OF WASHINGTON SHALL HAVE EXCLUSIVE JURISDICTION OVER
ALL DISPUTES, SUITS, OR ACTIONS ARISING OUT OF OR IN ANY WAY CONNECTED TO
THIS LEASE. AT THE LESSOR'S OPTION, VENUE OF ANY SUCH ACTION SHALL LIE IN
PIERCE COUNTY, WASHINGTON.

7. TERM. The initial term of this lease is set forth on the first page of
this lease agreement. The term begins upon which of the following dates is
earlier: (a) the date Lessee requests Lessor to make payment to the
Supplier; or (b) the Acceptance Date as indicated on the
inspection/verification certificate.

8. LEASE PAYMENT-SECURITY DEPOSIT. The lease payments for the equipment
leased shall be in the amount designated in the schedule of payments and
shall commence on the indicated payment due date immediately following the
equipment acceptance date. Lessee shall pay Lessor said lease payments on
or before the due date and at the office of Lessor or to such other person
or place as Lessor may designate in writing. Lessee agrees to pay pro rata
rental (based on the monthly lease payments) for the period from the
Acceptance Date, indicated on the Inspection/Verification Certificate, to
the due date of the first payment. Said pro rata rental shall be in
addition to the first payment and shall be made simultaneously with the
first payment. Prepayments are credited with one payment being applied to
the first month's rental and any other prepayment(s) are applied to the
last month('s) rental(s). The security deposit as designated in the Lease
shall remain as security for performance of the terms and conditions of the
Lease and shall remain with the Lessor unto termination of the Lease,
absent breach of any terms of the Lease by Lessee unless otherwise agreed
to in writing by both parties.

9. LATE CHARGES AND COLLECTION CHARGES. A late charge of 10% of the total
monthly lease payment, or $10, whichever is greater, will be assessed when
a payment is not received within 10 days of the due date. An additional
late charge will be assessed for each month a payment remains unpaid. If
Lessee's delinquency requires additional collection efforts, a charge will
be assessed in accordance with Lessor's collection charge schedule.

10. LOCATION AND USE OF EQUIPMENT. Lessee shall keep the equipment at the
location designated in the Lease, unless Lessor in writing permits its
removal. Said equipment shall be used solely in the conduct of Lessee's
business and Lessee warrants that


                                    -4-

<PAGE>
property leased is for commercial or business purposes and not for
consumer, personal, home or family purposes.

11. ARBITRATION. Any controversy or claim arising out of this lease or the
breach thereof may at the option of the Lessor be settled by arbitration in
accordance with the LAWS OF THE STATE OF WASHINGTON and judgment upon the
award rendered by the arbiter(s) may be entered in any court having
jurisdiction thereof. Arbitration shall be held in the City of Tacoma,
State of Washington.

12. SURRENDER OF EQUIPMENT. At the expiration of this lease, or upon demand
by Lessor pursuant to Paragraph 19 of this lease, Lessee at its expense
shall return the equipment in proper working order, condition and repair by
delivering it packed and ready for shipment to such place or on board such
carrier as Lessor may specify. WARNING: FAILURE TO PROMPTLY RETURN THE
LEASED PROPERTY MAY RESULT IN CRIMINAL PROSECUTION.

13. NOTICES. Services of all notices under this agreement shall be
sufficient if given personally or mailed to Lessor at 3901 Plaza, 3901 S.
Fife St., P.O. Box 11309, Tacoma, Washington 98411-0309, or to Lessee at
Lessee's last known address or at such other address as a party may provide
in writing from time to time. Any such notice mailed to such address shall
be effective when deposited in the United States mail duly addressed and
postage prepaid.

14. LIABILITY AND INDEMNITY - LOSS AND DAMAGE. Lessee shall indemnify and
hold Lessor harmless from any and all injury to or loss of the equipment
from whatever cause, and from all liability arising out of the manufacture,
selection, operation, use, maintenance, or delivery thereof, including
attorney's fees. In the event of loss or damage of any kind whatsoever to
the equipment, or to any part hereof, Lessee, at the option of the Lessor,
shall (a) Place the same in good condition, repair and working order; or
(b) Replace the same, with like property of the same or greater value:
provided, however, at Lessee's option, the remaining obligation of the
lease can be satisfied by the payment of the remaining unpaid lease
payments and the estimated value of the equipment at the expiration of the
lease, and other amounts due under the lease, less the net amount of the
recovery, if any, actually received by the Lessor from insurance or
otherwise for such loss or damage. Lessor shall not be obligated to
undertake by litigation or otherwise the collection of any claim against
any person for loss or damage of the equipment. Except as expressly
provided in this paragraph, total or partial destruction of any equipment
or total or partial loss of use or possession thereof to Lessee shall not
release or relieve Lessee from the duty to pay the lease payments herein
provided.

15. INSURANCE. Lessee, at its own expense, shall keep said equipment
insured for the full term of this lease and any renewals or extensions
thereof, for the full insurable value thereof against all risks of loss or
damage, and against such other risks in such amounts as Lessor may specify,
including liability insurance, with limits not less than $500,000 (bodily


                                    -5-

<PAGE>
injury and property damage) combined single limit. Provided, however, in
those instances where Lessee is leasing equipment defined by Lessor as "
mobil equipment," Lessee shall procure and maintain, for the full lease
term, all risk physical damage insurance as opposed to insurance against
fire and theft, with extended or combined coverage. All insurance policies
must provide that no cancellation shall be effective without thirty (30)
days' prior written notice to Lessor. Lessee shall deliver to Lessor the
policies or evidence of insurance with a standard form of endorsement
attached thereto showing Lessor to be named as an additional insured,
together with receipts for the premiums thereunder. Lessee shall, at the
request of Lessor, name as Loss Payee such party who may have a security
interest in the equipment.

16. LESSEE'S FAILURE TO PAY TAXES, INSURANCE, ETC. Lessor shall have the
right, but not the obligation, without notice to or demand upon Lessee and
without releasing Lessee from any obligation hereunder, to make or do the
same and to pay, purchase, contest, or compromise any encumbrance, charge
or lien which in the judgment of Lessor appears to effect the equipment,
and in exercising such rights, incur any liability and expend whatever
amounts in its absolute discretion it may deem necessary therefore. Should
Lessee fail to provide Lessor the policies or evidence of insurance
described herein, Lessee shall be assessed as to Lessor's purchase of
insurance and also agrees that a charge therefore will be paid by the
Lessee. All sums so incurred or expended by Lessor shall be without demand
immediately due and payable by Lessee and shall bear interest at eighteen
Percent (18%) per annum if not prohibited by law, otherwise at the highest
lawful contract rate.

17. OWNERSHIP. The equipment is and shall be at all times the sole and
exclusive property of Lessor. This lease and the equipment described herein
may be subject to a preexisting security agreement in favor of a bank or
another financial institution.

18. AUTHORITY TO SIGN. If Lessee is a partnership or corporation, the
person signing the Lease on behalf of such partnership or corporation
hereby warrants that (s)he has full authority from the partnership or
corporation to sign this base and obligate the partnership or corporation.

19. DEFAULT-REMEDIES.
     a) An event of default shall occur if:
          (1) Lessee fails to pay any Lease installment and such failure
continues for a period of ten (10) days:
          (2) Lessee shall fail to perform or observe any covenant,
condition or obligation to be performed or observed by it hereunder and
such failure continues uncured for fifteen (15) days:
          (3) Lessee becomes insolvent or makes an assignment for the
benefit of creditors;
          (4) Lessee applies for or consents to the appointment of a
receiver, trustee or liquidator of Lessee, or of all or a substantial part
of the assets of Lessee, or if such receiver, trustee or Liquidator is
appointed without the application or consent of Lessee, or


                                    -6-

<PAGE>
to the extent permitted by law, if a petition is filed by or against the
Lessee under the bankruptcy act, or any amendment thereto (including
without limitation a petition for reorganization, arrangement or extension)
or under any other insolvency law or law providing for relief of debtors;

          (5) Lessee attempts to remove, sell, transfer, encumber, part
with possession or sublet the equipment or any item thereof. Lessee agrees
it will not replace or substitute the equipment described herein for any
reason whatsoever without first obtaining Lessor's consent. Failure to
obtain Lessor's consent will constitute a default on part of the Lessee.
Further, the term "equipment" shall include any and all replacement or
substituted equipment, whether or not such replacement or substitution
occurred with Lessor's consent.

     b) Upon the occurrence of an event of default, Lessor shall have the
right to exercise any one or more of the following remedies:
          (1) To declare the entire unpaid lease payments and other sums
payable by Lessee hereunder to be immediately due and payable:
          (2) Cause Lessee, at Lessee's expense, promptly to return any or
all of the equipment to Lessor, all without demand or legal process, and to
allow Lessor to enter into the premises where the equipment may be found
and take possession of or remove the same, whereupon all rights of the
Lessee in the equipment shall terminate absolutely; and
               (i) Retain the equipment and all lease payments made
hereunder, or
               (ii) Retain all prior lease payments and sell the equipment
at public or private sale, with or without notice to Lessee. The sale
price, less 10% for selling costs, will be credited against the remaining
unpaid lease payments, unpaid late charges, estimated value of equipment at
the expiration of the lease, charges for retaking, storage, repairing and
reselling the equipment, reasonable attorney's fees incurred by the Lessor
and other amounts due under the lease. The Lessee shall remain liable for
the deficiency and any surplus remaining after such application of proceeds
of sale shall be paid to the Lessee, or to whosoever may be lawfully
entitled to receive the same; or
               (iii) Retain the equipment and all prior payments, with the
Lessee remaining liable for the unpaid lease payments, unpaid late charges,
charges for retaking and restoring equipment to proper order and working
condition, reasonable attorney's fees incurred by Lessor, together with
other amounts due under the Lease; or
               (iv) Lease the equipment, or any portion thereof, for such
period, rental, and to such persons as Lessor shall select, and credit
Lessee with an amount equal to Lessor's capital cost of this new lease less
ten percent (10%) after declaring all costs and expenses incurred in
connection with the recovery, repair, storage and leasing of the equipment
in payment of the lease and other obligations due from Lessee to Lessor
hereunder, Lessee remaining responsible for any deficiency. It is agreed
that the amounts to be retained by the Lessor and the balance to be paid by
the Lessee under this paragraph (2) shall not be a penalty but shall be as
and for liquidated damages for the breach of this lease and as a reasonable
return for the use of the equipment and for the depreciation thereof.
          (3) Lessor may pursue any other remedy at law or in equity.


                                    -7-
<PAGE>
          (4) No remedy hereon conferred upon or reserved to Lessor is
intended to be exclusive of any other remedy herein or by law provided, but
shall be cumulative and in addition to every other remedy available to
Lessor.

20. ATTORNEY'S FEES AND EXPENSE. In the event the Lessor is required to
retain an attorney to assist in the enforcement of its rights under this
lease agreement, it shall be entitled to a reasonable attorney's fee, in
addition to costs and necessary disbursements, whether or not suit becomes
necessary.

21. MAINTENANCE AND REPAIR. Lessor shall not be obligated to install,
erect, test, adjust, service or make repairs or replacements to the
equipment. Lessee shall not incur for Lessor's account or liability any
expense therefore without Lessor's prior written consent. Lessee shall bear
all the expense of all necessary repairs, maintenance, operation, and
replacements to be made to maintain the equipment in proper working
condition, reasonable wear and tear excepted.

22. OPERATION OF EQUIPMENT. Lessee shall cause the equipment to be operated
by competent employees only, and shall pay all expenses of operation.
Lessee shall comply with all laws and regulations relating to ownership,
possession, operation, use and maintenance of the equipment. Lessee shall
hold Lessor harmless from any and all actual or asserted violations of the
aforesaid covenant.

23. TAXES. Lessee shall pay and discharge all sales, use, property and
other tax or taxes now or hereafter imposed by any state, federal or local
government upon the equipment based upon the ownership, leasing, renting,
sale, possession or use thereof, whether the same be assessed to Lessor or
Lessee, together with any penalties or interest in connection therewith,
and will, from time to time on request of Lessor, submit written evidence
of the payment of all the governmental obligations mentioned in this
paragraph. The Lessor will, on any property tax returns required to be
filed by it, include the property covered by this lease or any substitution
or additions thereto as property in the possession of Lessee for purposes
of tax assessments.

24. LESSOR'S ASSIGNMENT. Lessee may assign the lease payments reserved
herein or all or any of Lessor's other rights hereunder. After such
assignment, Lessee waives any right Lessee may have to claim or assert any
defenses, setoffs or counterclaims against assignee of the Lessor. Lessee
will settle all claims arising out of alleged breach of warranties,
defenses, setoffs and counterclaims it may have against Lessor directly
with Lessor and not set up any such against Lessor's assignee. An assignee
of Lessor shall not be obligated to perform any of Lessor's obligations
under this lease. Lessee, on receiving notice of any such assignment, shall
abide thereby and make payment as may therein be directed. Following such
assignment, solely for the purpose of determining assignee's rights
hereunder, the term Lessor shall be deemed to include or refer to Lessor's
assignee. Lessee acknowledges that the equipment may be subject to a
security interest which is prior to Lessee's interest in the equipment.


                                    -8-

<PAGE>
25. PERSONAL PROPERTY. The equipment is, and shall at all times be and
remain, personal property notwithstanding that the equipment or any part
thereof may now be, or hereafter become, in any manner affixed or attached
to, or imbedded in, or permanently resting upon, real property or any
building thereon, or attached in any manner to what is permanent as by
means of cement, plaster, nails, bolts, screws or otherwise. Lessee shall
obtain the necessary permission from the owner of any real property where
the equipment is to be affixed to the realty or be deemed a fixture in
order that said leased property shall at all times be severable and
removable therefrom by the Lessor, free of any right, title, claim or
interest of the property owner and of the Lessee except as herein provided.
The equipment shall at all times remain the property of Lessor.

26. LESSOR'S ENCUMBRANCES. In the event Lessor defaults in the payment of
any sum to be paid pursuant to any conditional sales contract, chattel
mortgage or purchase money security agreement, Lessee may pay the lease
payment to the holder of said encumbrance after notice of default, and to
the extent thereof such payment shall constitute payment of the base
payment to Lessor.

27. FINANCIAL STATEMENTS. The Lessor may require from time to time, and
Lessee agrees to furnish, statements setting forth the current financial
condition and operations of Lessee.

28. MISCELLANEOUS. Lessee will not change or remove any insignia or
lettering on the equipment and shall conspicuously identify each item of
the leased equipment by suitable lettering thereto to indicate Lessor's
ownership. All transportation charges shall be borne by Lessee. Lessee
waves all rights under all exemption laws. Lessee admits the receipt of a
true copy of this lease. This lease is irrevocable for the full term hereof
and for the aggregate lease payments herein reserved, and the lease
payments shall not abate by reason of termination of Lessee's right of
possession and/or the taking of possession by Lessor or for any other
reason. Delinquent lease installments and other sums due under this lease
shall bear interest at eighteen percent (18%) per annum if not prohibited
by law, otherwise at the highest lawful contract rate. Lessor at its option
may utilize this lease as a UCC financing statement for filing purposes.
Lessee grants to Lessor a specific power of attorney for Lessor to use to
sign and file on Lessee's behalf any document Lessor deems necessary to
perfect or protect Lessor's interest in the equipment or pursuant to the
Uniform Commercial Code. If Lessor is required by law to discount any
unpaid basepayment or other sums payable by Lessee hereunder, then the
parties hereto agree that the discount rate used shall be five percent (5%)
annually. If any provision of this Lease is held to be contrary to law,
such provision shall be disregarded and the remainder of this agreement
shall be enforceable according to its terms.


                                    -9-

<PAGE>
                                 GUARANTEE


     To induce Financial Pacific Co. ("Lessor") to enter into a Lease with
Televar Northwest, Inc. ("Lessee"), the undersigned Guarantor
unconditionally guarantees to Lessor the prompt payment when due of all
Lessee's obligations to Lessor under the lease. Lessor shall not be
required to proceed against the Lessee or the equipment or enforce any
other remedy before proceeding against the undersigned. The undersigned
waives notice of acceptance hereof and all other notices or demand of any
hind to which the undersigned may be entitled. The undersigned consents to
any extensions or modifications granted to Lessee and the release and/or
compromise of any obligations of Lessee or any other obligors and
guarantors without notice and without in any way releasing the undersigned
from his or her obligations hereunder. Guarantor waives any right to
require Lessor to apply payments in a certain manner and acknowledges that
Lessor may apply payments received in the fashion most advantageous to the
Lessor. Furthermore, Guarantor waives any and all claims against the
Lessee, by subrogation or otherwise, until such time as Lessee's
obligations to Lessor are fully and finally satisfied. This is a continuing
guarantee and shall not be discharged, impaired or affected by death of the
undersigned or the existence or nonexistence of the Lessee as a legal
entity. This continuing Guarantee shall bind the heirs, administrators,
representatives, successors, and assigns of undersigned and may be enforced
by or for the benefit of any assignee or successor of Lessor.

     The provisions of this Lease Guarantee shall extend to and apply to
all the obligations of the Lessee under all lease agreements executed by
Lessee for the benefit of Lessor, whether executed before or after the date
of this guarantee, and whether set forth in separate lease agreements,
schedules, applications, orders or collateral documents (all of which shall
be referred to herein, both individually and collectively, as the "Lease
Agreement"). The execution of this Lease Guarantee shall not extinguish,
release or waive any obligations, promises, or guarantees contained in any
Lease Guarantee previously executed by Guarantor for the benefit of the
Lessor.

     Any married person signing this Lease Guarantee warrants that he or
she has the authority to bind and obligate his or her marital community and
that by signing, his or her marital community is obligated hereunder.
Further, by signing this Guarantee it is agreed that recourse may be
against both his or her separate property and the property of his or her
marital community on account of all of his or her obligations hereunder.
The undersigned agrees to pay a reasonable attorney's fee, and all other
costs and expenses incurred by the Lessor or its successors or assigns in
the enforcement of the Guarantee, whether or not a lawsuit is started.

Law Which Applies
THIS AGREEMENT IS GOVERNED BY WASHINGTON LAW. GUARANTOR CONSENTS TO THE
PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF WASHINGTON AND THE
FEDERAL COURTS LOCATED IN THE STATE OF


                                    -10-

<PAGE>
WASHINGTON SO THAT LESSOR MAY SUE GUARANTOR IN THE STATE OF WASHINGTON TO
ENFORCE THIS GUARANTEE. GUARANTOR AGREES NOT TO CLAIM THAT WASHINGTON IS AN
INCONVENIENT PLACE FOR TRIAL. AT LESSOR'S OPTION, THE VENUE (LOCATION) OF
ANY SUIT TO ENFORCE THIS AGREEMENT MAY BE IN PIERCE COUNTY, WASHINGTON.
GUARANTOR WAIVES THE RIGHT OF JURY TRIAL.

Whole Agreement
This Guarantee contains the entire understanding between Lessor and Guarantor.


  /s/                 (No Title)          /s/                      (No Title)
----------------------------------      ---------------------------------------
Charles D. Dejong                       Mark D. Hamilton

Date    8/6/96                          Date
    -------------------------------         -----------------------------------

                      (No Title)          /s/                      (No Title)
----------------------------------      ---------------------------------------
Roger Vallo                             Donald A. Wright

Date                                    Date    8/6/96
    -------------------------------         -----------------------------------


                   DELIVERY AND ACCEPTANCE AUTHORIZATION


     Lessor's signature authorizes Lessor to verify by phone with a
representative of Lessee the date the Equipment was accepted by the Lessee;
the Equipment description, including the serial numbers; the schedule of
lease payments; that all necessary installation has been completed; that
the Equipment has been examined by Lessee and is in good operating order
and condition and is in all respects satisfactory to Lessee and that
Equipment is accepted by Lessee for all purposes under the lease. This
information will be recorded on an Inspection/Verification Certificate, a
copy of which will be forwarded to Lessee upon completion by Lessor. Lessee
hereby authorizes Lessor to either insert or correct the Lease and/or
Vendor name, Equipment description, Equipment location and schedule of
Lease payments. Lessee hereby authorizes Financial Pacific Co. to make
payment to the Vendor upon completion of the Inspection/Verification
Certificate.

LESSEE:   Televar Northwest, Inc.

          /s/         CEO & Individually    Date:      8/6/96
----------------------------------------          ------------------
Charles D. Dejong           Title


                                    -11-

<PAGE>
                               EQUIPMENT LIST

     LEASE NO.:           __________________________

     LEASE DATE:          __________________________


Quantity      Description

    1       HSSI Cable, Male-to-Male Connectors, 10
    1       Standard Router Software Documentation
    1       Cisco 7500 Series IOS IP Only Feature Se
    1       RSP1, RSP7 RSP7000 Interdomain Routing
    1       RSP1, RSP2, RSF7000 WAN Packet
    1       Cisco 7513 Power Supply Spare, AC, US
    1       Cisco 7513 AC Power Supply Option (defau
    1       HSSI Interface Processor
    1       8-Port Serial Interface Processor
    1       6 Port Ethernet Interface Processor
    1       RSP 128MB DRAM Option
    1       RSP Flash Credit Card: 20MB Option
    1       Cisco 7513 13-slot, 2 CyBus, 1 RSP2, 1A


LESSEE:        TELEVAR NORTHWEST, INC.


By:   /s/
   --------------------------------
   Charles D. Dejong
   Its:   CEO & Individually

   Date:   8/6/96


                                    -12-

<PAGE>
                             ADDENDUM TO LEASE

                    PURCHASE AND JURISDICTION AGREEMENT

               Lease No.:    _______________________________________

               Lease Date:   _______________________________________


1. PURCHASE AGREEMENT

     Upon termination of the above-referenced lease, and provided Lessee is
not in default under the terms of the lease:

          Lessor agrees to sell, and Lessee hereby agrees to purchase the
          equipment described in the above referenced lease for a purchase
          price of $7,795.80 plus any applicable taxes and other sums due
          under the lease. Lessor and Lessee agree to this modification to
          paragraph 17 of the Lease Agreement and further agree to treat
          the least as a financing transaction.

2. JURISDICTION AGREEMENT

          The Lessee, hereby expressly agrees that the lease, lease rates,
          rental rates, finance charges, each guaranty, and all documents
          executed in connection with the same, shall be governed by, and
          construed in accordance with the laws of the State of Washington.
          Further, the Lessee agrees that the courts of the State of
          Washington shall have jurisdiction of all suits and actions
          arising out of the lease, and all documents executed in
          connection therewith, and that venue of any such action or suit
          shall be in Pierce County, State of Washington.

LESSOR:                                     LESSEE:

Financial Pacific Company                   Televar Northwest, Inc.

By____________________________              By  /s/
                                              --------------------------------
                                              Charles D. Dejong

Its____________________________             Its    CEO & Individually


Date:_________________________               Date:   8/6/96
                                                  -----------------------------

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