PROMISSORY NOTE

$63,000                                                        November 1, 1995
                                                          Wenatchee, Washington


     TELEVAR NORTHWEST, INC., a Washington corporation (the "Maker") ,
promises to pay to the order of MICHAEL P. SCHUYLEMAN and JANET L.
SCHUYLEMAN, husband and wife (the "Holder"), the principal sum of
Sixty-three Thousand Dollars ($63,000), together with interest on that
amount, upon the agreements, terms and conditions provided in this
Promissory Note (the "Note"):

     1. Definitions.

          (a) Default. The term "Default" means any of the following
events:

               (i) the Maker at any time fails to pay, when due, any sum
owing on this Note, provided if the Company shall have insufficient funds
under Washington law on the Closing Date or any succeeding payment date to
make payment of principal or interest for the shares of Stock purchased by
the Company, the Company's right to the Stock shall not be extinguished or
its non-payment deemed a breach hereunder, and payment shall be deferred
until the earliest date upon which its funds shall be sufficient to permit
such payment; provided, however, that the right to defer payment shall not
toll the accrual of interest and may be exercised only one (1) time every
twenty-four (24) months during the payment term and the deferment period
shall not be in excess of three (3) consecutive months.

          (b) Default Rate. The term "Default Rate" means the rate of
interest otherwise payable on this Note plus two percent (2%).

     2. Interest. All sums owing on this Note shall bear interest from the
date of this Note until paid, at a fixed rate of ten percent (10%) per
annum. Should the Maker default on any of the obligations specified in this
Note, all sums owing on the Note shall bear interest at the Default Rate.

     3. Payment. On or before the 1st day of December, 1995, and on or
before the lst day of each month thereafter until the 1st day of November,
2000, the Maker shall pay One Thousand Three Hundred Thirty-eight and
41/100 Dollars ($1,338.41) to the Holder. Payments shall be applied first
to costs, expenses, and other charges provided for in this Note or incurred
by the Holder in realizing on this Note, second to interest then accrued,
and then to principal. On or before the lst day of November, 2000, the
Maker shall pay all unpaid principal and interest remaining due on the
Note, and shall pay any and all costs, expenses, and other charges due and
payable on this Note. All payments shall be made in the lawful currency of
the United States of America. All payments shall be made to the Holder at
215 Yakima Street, Wenatchee, WA, or at such other place as the Holder and
Maker may specify in writing.


                                    -1-

<PAGE>

     4. Prepayment. The Maker may prepay any amount owing on this Note
without incurring any additional charge. Notwithstanding any prepayment,
the Maker shall continue to make all succeeding installments or other
payments as they become due, until this Note is completely paid.

     5. Late Payment Charge. If any installment of principal or interest
shall not be paid within ten (10) days after the date it becomes due, the
Maker shall pay a late charge equal to five percent (5%) of the delinquent
installment. The late charge shall be in addition to, and not in lieu of,
any other rights or remedies the Holder may have by virtue of any breach or
default.

     6. Security. As security for the payment of all sums owing on this
Note, Maker shall deposit certificates representing 326,666 shares of
capital common stock of the Maker issued to Holder (the "Stock") with David
Bohr, Attorney at Law, 224 South Mission, Wenatchee, WA. Upon the complete
and full performance by Maker of all obligations due under this Note,
Holder, its personal representative, successor, or assigns, shall endorse
the certificate and direct David Bohr, to assign and deliver the Stock to
Maker.

     7. Acceleration. If the Maker is in Default, the Holder may accelerate
all amounts owing on the Note. Such accelerated amounts shall become
immediately due and payable. If the Holder accelerates the amounts due
under this Note, the Holder shall have the right to pursue any or all of
the remedies provided in this Note, including, but not limited to, the
right initiate a lawsuit to enforce payment of this Note.

     8. Remedies. Upon a Default, the Holder shall have all rights
available to it at law or in equity, including all rights available under
the Washington Uniform Commercial Code. Upon a default and ten (10) days
advance written notice to Maker, Holder may notify David Bohr of the
Default and may direct David Bohr to release the Stock to Holder and upon
receipt, Holder shall acquire any and all rights normally incident to the
ownership of the Stock, including the right to vote, receive dividends,
cause the Maker to register the Stock in the name of the Holder on the
ledger of the Maker or sell all or any portion of the Stock, subject to the
Maker's Stock transfer restrictions, at a public or private sale. Any
unpaid balance outstanding at the time of a Default, and any costs or other
expenses incurred by the Holder in realizing on this Note, shall bear
interest at the Default Rate. All rights and remedies granted under this
Note shall be deemed cumulative and not exclusive of any other right or
remedy available to the Holder.

     9. Attorneys' Fees, Costs, and Other Expenses. Maker agrees to pay all
costs and expenses which the Holder may incur by reason of any Default,
including, but not limited to, reasonable attorneys' fees, expenses, and
costs incurred in any action undertaken with respect to this Note,, or any
appeal of such an action. Any judgment recovered by the Holder shall bear
interest at the Default Rate.

     10. Transfer; Obligations Binding on Successors. Maker may not
transfer any of its rights, duties, or obligations under this Note without
the prior written consent of the Holder.


                                    -2-

<PAGE>

This Note, and the duties set forth in the Note, shall bind the Maker and
its successor and assigns. All rights and powers established in this Note
shall benefit the Holder and its successors and assigns.

     11. Notices. Any notice, consent, or other communication required or
permitted under this Note shall be in writing and shall be deemed to have
been duly given or made either (1) when delivered personally to the party
to whom it is directed (or any officer or agent of such party), or (2)
three days after being deposited in the United States' certified or
registered mail, postage prepaid, return receipt requested and properly
addressed to the party. A communication will be deemed to be properly
addressed if sent to the Maker at 215 Yakima Street, Wenatchee, WA, or if
sent to the Holder at 1119 Washington, Wenatchee, WA. The Maker or the
Holder may at any time during the term of this Note change the address to
which notices and other communications must be sent by providing written
notice of a new address within the United States to the other party. Any
change of address will be effective ten (10) days after notice is given.

     12. Governing Law. This Note will be construed and the rights, duties,
and obligations of the parties will be determined in accordance with the
laws of the state of Washington.

     13. Headings. Headings used in this Note have been included for
convenience and ease of reference only, and will not in any manner
influence the construction or interpretation of any provision of this Note.

     14. Waiver. No right or obligation under this Note will be deemed to
have been waived unless evidenced by a writing signed by the party against
whom the waiver is asserted, or by its duly authorized representative. Any
waiver will be effective only with respect to the specific instance
involved, and will not impair or limit the right of the waiving party to
insist upon strict performance of the right or obligation in any other
instance, in any other respect, or at any other time. Each party signing or
endorsing this Note waives presentment, demand, protest, and notice of
nonpayment and agrees to be bound as a principal and not as a surety and
promises to pay all costs of collection, including reasonable attorneys'
fees whether or not suit is commenced.

     15. Severability. The parties intend that this Note be enforced to the
greatest extent permitted bv applicable law. Therefore, if any provision of
this Note, on its face or as applied to any person or circumstance, is or
becomes unenforceable to any extent, the remainder of this Note and the
application of that provision to other persons, circumstances, or extent,
will not be impaired.

     16. References. Except as otherwise specifically indicated, all
references in this Note to numbered or lettered sections or subsections
refer to sections or subsections or this Note. All references to this Note
include any subsequent amendments to the Note.



                                    -3-


<PAGE>

     17. Maximum Interest. Notwithstanding any other provisions of this
Note, any interest, fees, or charges payable by reason of the indebtedness
evidenced by this Note shall not exceed the maximum permitted by law.

                                        "MAKER"


                                        By  /s/
                                          -------------------------------------
                                          Charles D. DeJong, Chairman



                                    -4-