VICOM INC
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>3
<FILENAME>vincom_ex10-16.txt
<TEXT>

                                  EXHIBIT 10.16

                         Marketing Operations Agreement


         This  Marketing  Operations  Agreement is between  Multiband  USA, Inc,
("MBUSA") a Minnesota  Corporation,  located at 9449 Science  Center Drive,  New
Hope, Minnesota 55428 and Broadband Holdings,  LLC, ("Broadband") a South Dakota
LLC, located at 300 East 50th St. North, at Sioux Falls, South Dakota 57104

         Whereas,  MBUSA  and  Broadband  have  entered  into an Asset  Purchase
Agreement  (Purchase  Agreement) with Suncoast  Automation  Inc,  (Suncoast) and
Dauphin Technology Inc. (Dauphin) and

Now therefore the parties agree as follows:

1.   MBUSA and Broadband  will divide those assets and customers of the Suncoast
     acquisition  in the  following  manner and do the following to complete the
     terms of the acquisition.

     1.1  Broadband  will  own all  assets  of the  acquisition  except  for the
          installed  SMATV  equipment  and SMATV work in progress as outlined in
          the  Asset  Purchase  Agreement.   SMATV  equipment  outlined  in  the
          acquisition  shall be that  exclusively of MBUSA.  MBUSA and Broadband
          agree to exchange  cross bills of sale as  described  on Schedule  1.1
          attached  hereto to document  the  division of assets  stated  herein.
          Multiband  shall own in addition to the SMATV equipment and SMATV work
          in  progress,  joint  right  and  interest  in  all  Rights  of  entry
          Agreements as well as sole ownership of SMATV  subscribers.  Likewise,
          Broadband will have joint  interest in all Rights of Entry  Agreements
          and shall own exclusively the right to supply internet and advertising
          to properties covered by this agreement, whether completed,  completed
          for  SMATV  or work in  progress.  Broadband  will  own  internet  and
          advertising customers exclusively. MBUSA has the sole right to provide
          voice and video services to Right of Entry customers  jointly obtained
          via the Asset  Purchase  Agreement.  Broadband  has the sole  right to
          provide internet and advertising  services to Right of Entry customers
          jointly  obtained via the Asset Purchase  Agreement.  Neither party to
          this agreement shall be responsible  for any expenses  incurred in the
          delivery  of services  which it does not  provide or receive  revenues
          from.

     1.2  MBUSA will Bank wire  $161,616.22  dollars to  Suncoast  creditors  as
          outlined in the Asset Purchase Contract.

     1.3  All excess funds that may arise from bank accounts,  prepaid expenses,
          and accounts payable resulting from the Suncoast  acquisition shall be
          that of Broadband.

     1.4  Within 15 days MBUSA will pay to Broadband an  additional  $138,383.78
          to Broadband.

     1.5  MBUSA  will  assume  or pay off the  SMATV  Highland  Equipment  Lease
          outlined in the Suncoast Asset purchase Agreement.

2.   Broadband  will  retain  all  customers,  contracts,  and other  assets not
     determined to be SMATV product from the Suncoast Asset Purchase.

3.   MBUSA and Broadband,  will execute a Marketing Operations Agreement for the
     video services to the current contracted properties listed in Exhibit A and
     the backlog properties listed in Exhibit B, which will be signed, by mutual
     agreement  of the  parties.  Broadband  will  retain  the right to  provide
     Internet and advertising services to the properties,  attached in Exhibit A
     and B. A "Marketing  Operations Plan" will be developed and mutually agreed
     within 30 days of this  agreement,  this  agreement  will  outline  how the
     subject properties will be operated by Multiband USA.

4.   MBUSA  will pay  Broadband  additional  fees for the  Marketing  Operations
     Agreement

         4.1  $150,000  within 30 days from the completion of the Marketing Plan
              but no later  than 60 days  from the


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              close of the Suncoast  Asset  Purchase  Agreement,  provided MBUSA
              does not elect to terminate  the  contract  after  inspecting  the
              scheduled equipment in the Asset Purchase Agreement.

         4.2  Six  Million  (6,000,000)  shares of the Common  Stock,  par value
              $.01,  of MBUSA  (the  "Shares").  The  shares  shall be issued as
              follows: For every 1,000 verified active units delivered to MBUSA,
              MBUSA shall issue 125,000 shares to Broadband.  In the event Right
              of  Entry  Agreements  are  obtained  more  quickly  than  MBUSA's
              build-out  of the work in process,  then MBUSA agrees to issue all
              shares up to 6,000,000 on a pro-rata  basis based on the number of
              units contained in verified right of entry  agreements.  MBUSA and
              Broadband  agree that MBUSA,  at its sole  option and  discretion,
              shall have the right but not the  obligation to convert at anytime
              said Common  Stock into one share of Common  Stock of Vicom,  Inc.
              for every ten shares of MBUSA.

         4.3  For  purposes  of  4.2  a "verified  unit" is a Multiple  Dwelling
              Unit  or  time   share  unit for  which a Right of Entry  Contract
              has been obtained by Broadband or by MBUSA.

5.   The Marketing Operations Plan will include the following provisions:

         5.1  MBUSA  will own the  customers  of  Suncoast  for  video  services
         including  SMATV  and Pay Per View  only  (also  referred  to as tiered
         services).

         5.2 MBUSA will supply  equipment,  labor,  and programming  services to
         fulfill  the  requirements  of  all  Exclusive  Cable  Development  and
         Programming  Services Agreements entered into for the properties listed
         on Exhibit A and B.

         5.3  Day to Day  Operations:  MBUSA  will  bill  and  collect  for  all
         subscriber  services  and handle all  activities  necessary to install,
         maintain, and provide quality services related to the subscribers.

         5.4 Profit  Sharing:  Net income from SMATV services will be divided as
         follows:  net  income  will be  split  50/50  for the  duration  of the
         Management Agreement and any subsequent  renewals.  Net income shall be
         defined  as  Revenues,   not  including  taxes,  less  actual  cost  of
         subscriber programming services, property management commissions,  call
         center  expenses,  maintenance,  marketing,  and project  management as
         mutually  agreed but not to exceed 13.5% of gross  sales.  No provision
         for any other  expenses  shall be  incurred  into this  Profit  Sharing
         equation.  If,  at the end of 1 year  from the date of this  agreement,
         actual management expenses exceed 13.5% of revenues on an annual basis,
         then  Broadband  shall have the option to take over  management  of the
         SMATV subscribers for the following 12 month period. However, if at the
         end of that 12 month  period  Broadband's  actual  management  expenses
         exceed 13.5% of revenues on an annual  basis,  than  management  of the
         SMATV  subscribers  shall revert back to MBUSA for the duration of this
         Marketing Agreement.

              MBUSA shall not be entitled to any internet revenues  initiated by
              Broadband.  Broadband  shall audit the  records on a quarterly  or
              annual basis, any payment differences or overpayments will be paid
              in 30 days.

              Profits: MBUSA shall deliver to Broadband a monthly profit sharing
              statement within 30 days after close of each month, accompanied by
              a profit sharing check.

              Losses:  Buyer, may cease providing  service to the subscribers in
              the event of three  consecutive  months of net  losses  or, in the
              alternative,  four Months of net losses over any 12 month  period.
              However, MBUSA and Broadband mutually agree that if either company
              plans to cease  operations they will give 30 days notice and grant
              a first  right of  refusal  for their  right of entry  agreements,
              equipment, and software.

         5.5 MBUSA  shall be given a key or other  means of  physical  access to
         each and every  "head-end" room at the properties where video equipment
         exists.

6.   Non  Competition.  The  parties  agree that this  agreement  covers a Joint
     Venture Agreement on SMATV services.  MBUSA or its affiliates agree that it
     will not solicit these properties listed in Exhibit A and B or their owners
     or developers for SMATV or internet services.  MBUSA will rely on Broadband
     to manage relationships with these properties,  and their owners,  managers
     or developers.  In the event a Marketing Agreement is not


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     completed,  MBUSA and its  director  Vern  Swedin,  agree to  refrain  from
     contacting the properties  developers or owners presented or the principals
     introduced as participants in this transaction for 1 year.

7.   Completion of Negotiations, costs. We shall, upon acceptance of this letter
     by you, commence negotiations in good faith with respect to the final terms
     of the Marketing  Operations  Plan and the other  agreements  and documents
     contemplated by this letter,  and shall use our best efforts to prepare all
     of the documentation necessary to complete and execute such Agreement so as
     to permit the  Closing  to occur as soon as  reasonably  practicable.  Each
     party shall be responsible for its respective costs and expenses, including
     attorneys'  fees and costs,  incurred in negotiating  this letter of intent
     and the other documents referenced herein.


8.   Confidentiality.  Each  party  agrees  to  hold  confidential  all  matters
     relating to the transaction  described herein  (including the substance and
     form of this letter of intent and  negotiations  relating  hereto).  If the
     parties are unable or unwilling to complete the transaction contemplated by
     this letter of intent,  it will  return to the other party any  statements,
     documents or other written  information  containing  trade secrets or other
     confidential  business information furnished by such other part or parties,
     and all copies thereof (other than work papers and work product),  and that
     in any case it will not reveal to any third party any of the other  party's
     trade secrets or confidential business information that the other party has
     provided to it; provided,  however, that this obligation shall not apply to
     (a) any  information  which  was  known  to the  recipient  party  prior to
     disclosure  thereof by the other party; (b) any information that was in the
     public domain prior to disclosure  thereof by the other party, as evidenced
     by public or published  information or trade sources;  (c) any  information
     which comes into the public domain through no fault of the recipient party;
     or (d) any information  which is disclosed to the recipient part by a third
     party  who  has a  legal  right  to  make  such  disclosure.  The  parties'
     obligations  under this  Paragraph 8 shall survive the  termination of this
     letter of intent. The parties  acknowledge and agree that such confidential
     information is proprietary to the disclosing party, and that any disclosure
     or  unauthorized  use thereof will cause  irreparable  harm and loss to the
     disclosing  party.  Each party hereby agrees that if it shall engage in any
     act in  violation  of  such  provisions,  the  disclosing  party  shall  be
     entitled,  in  addition  to  such  other  remedies  and  damages  as may be
     available,  to an  injunction  prohibiting  the such party from engaging in
     such act.

9.   Governing  Law. This Agreement  shall be construed in accordance  with, and
     governed  by the  substantive  laws of,  the  State of  Minnesota,  without
     reference to principles  governing  choice or conflicts of laws. Each party
     hereby submits to the  jurisdiction of the state and federal courts sitting
     in the State of Minnesota.

10.  Arbitration.  Any  controversy,  dispute  or  claim  arising  out  of or in
     connection  with this letter of intent shall be conclusively  resolved,  at
     the  request of either  party,  by  arbitration  conducted  in the State of
     Minnesota  in  accordance  with  the then  existing  Rules  for  Commercial
     Arbitration of the American Arbitration Association,  except there shall be
     only one (1)  arbitrator  and the rules  applicable  to  discovery in civil
     actions  generally  shall be  available  to both parties up to 120 calendar
     days after the  filing of the  petition  for  arbitration  by either  party
     hereto.  A judgment based upon the  determination  made in such arbitration
     may be entered by any state or federal court having  jurisdiction  thereof.
     As  part  of  the  award,  the  arbitrator  shall  allocate  in  his or her
     discretion  all  costs  of  the  arbitration,  including  the  fees  of the
     arbitrator  and  reasonable  attorney's  fees  and  costs  incurred  by the
     prevailing party.


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