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                                VISIONCOMM, INC.

                            RIGHT OF ENTRY AGREEMENT

     This Agreement ("Agreement") is entered into on August 28, 2000, by and
between VisionComm Inc., a Delaware Corporation ("OPERATOR") and Tulsa Galleria,
L.P., a Colorado limited partnership ("OWNER").

1.   EXCLUSIVE RIGHT. OWNER owns the multi-family residential complex commonly
     known as THE GALLERIA APARTMENTS, 10111 So. Sheridan, Tulsa, Oklahoma
     74133, legally described in Exhibit H attached hereto ("Property"), which
     consists of 11 Building(s) containing 236 UNITS ("Units"). OWNER hereby
     grants OPERATOR the sole and exclusive right and easement to install, own,
     replace and maintain a System on, off and through the Property, but
     expressly not including telephone, telecommunications, Internet and data
     transmissions through telephone lines. The term "System" as used in this
     Agreement means antennae, leads, wires, cables, receivers, amplifiers,
     decoders and/or other electronic devices used to receive and distribute
     broadband communications signals which provide video and/or audio
     entertainment and information. In consideration of the substantial
     investment made and to be made by OPERATOR in the System, OWNER agrees
     that, except for telecommunications services provided to the Property
     through telephone lines, it will (a) not grant access to the Property or
     any part thereof to any person or entity other than OPERATOR, or permit the
     Installation on the Property of any equipment, cable or other material by
     any person or entity other than OPERATOR, or the use by any person or
     entity other than OPERATOR of any equipment, cable or other material
     already existing on the Property, to provide television signal service or
     other distribution of audio or video equipment or information to the
     Property or any tenant therein and (b) to the extent permitted by
     applicable law, OWNER shall use reasonable efforts to prohibit tenants of
     the Property from using or occupying any portion of the Property other than
     the Unit occupied by such tenants for the purpose of receiving similar
     signals; provided, however, if a tenant at the Property installs a digital
     satellite dish or other personal receiving device within the confines of
     his/her Unit for personal use without the consent of OWNER, the failure of
     OWNER to evict or take other legal action against such Tenant shall not
     constitute a default or violation by OWNER of this Agreement; and further
     provided, that OWNER shall not be in default or violation of this
     Agreement, and shall not be required to evict or take any other legal
     action against any Tenant who has installed a digital satellite dish at the
     Property (whether or not such dish is within the confines of such Tenant's
     Unit) on or before the date hereof.

2.   ALLOCATION OF RESPONSIBILITY. Within fifteen (15) days following the
     execution and delivery of the Agreement by both parties, OPERATOR shall
     commence the construction of a closed loop cable system which will utilize
     the most current technology available to the OPERATOR for multiple dwelling
     unit properties. The closed loop System shall be completed and fully
     operational on or before thirty (30) days following the commencement of the
     construction of the closed loop system. At all times following the date the
     OPERATOR takes over operation of the existing System, including during the
     construction of the new System, OPERATOR shall make all
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     reasonable efforts to maintain Service (defined below) to the tenants of
     the Property. Subject to provisions of Section 7 of this Agreement,
     OPERATOR will bear all expense to install, maintain and repair the System.
     The System shall be installed, maintained, and repaired by the OPERATOR in
     a professional, workmanlike manner, with special consideration to
     maintaining the aesthetic appearance of the Property. OWNER shall be
     responsible for damage caused to the System by OWNER or OWNER's agent(s)
     and employees. Routine service calls will be scheduled by OPERATOR two
     times per week according to Subscriber's needs. Major service outages will
     be responded to within 24 hours and corrected within 96 hours. OPERATOR
     shall maintain a local service representative and a local point of contact
     for the Property. OPERATOR will provide programming, service and pricing
     comparable to the programming service and pricing provided by the local
     cable franchise operator. OPERATOR shall carry, maintain, and provide OWNER
     evidence of, general liability and property insurance in amounts and with
     carriers reasonably acceptable to OWNER, and OPERATOR shall name OWNER, and
     OWNER's lender (if requested by OWNER), as additional insured on such
     policies covering personal injury and property damage that may be caused to
     person(s), the Property or its contents by the System or OPERATOR or its
     agent(s), employees, contractors or subcontractors. OWNER shall be
     responsible for damage to the System caused by OWNER or OWNER's agent(s),
     employees, contractors, subcontractors, or tenants.

3.   OWNERSHIP AND REMOVAL OF SYSTEM. The System, regardless of how attached or
     installed, shall at all times be and remain the sole property of OPERATOR,
     its successors and/or assigns, including its Lender. OWNER acknowledges
     that it has no rights of ownership in any portion of this System. Upon
     termination of this Agreement, OPERATOR shall have ninety (90) days
     following termination, to enter upon the Property and to dismantle and
     remove any and all headend and distribution equipment. OPERATOR agrees that
     all wiring attached to buildings and running between the buildings will be
     left in place and owned by the OWNER. OPERATOR shall reasonably restore any
     portion of the Property damaged by such removal. Any headend or
     distribution equipment which remains after ninety (90) days following
     termination shall become the property of the OWNER.

4.   VIEWERS. OPERATOR shall operate the System to provide television signal
     distribution service ("Service") to Property occupants/tenants ("Viewers").
     OPERATOR agrees to provide to OWNER a "Bulk" Cable Service under the terms
     and conditions stated in Attachment "C" attached hereto. Viewers shall be
     given the option to subscribe to Service. Viewers electing to subscribe
     will be charged and billed individually for connection to the System and
     monthly service feel, at standard rates established by the OPERATOR from
     time to time.

5.   EASEMENT: ACCESS TO PROPERTY. Owner grants to OPERATOR an exclusive
     easement and license to use and occupy all areas of the Property (excluding
     the interior units of the buildings of the Property) for the purpose of
     receiving signals and distributing them to occupants of the Property and to
     other properties. OWNER shall provide to OPERATOR during the term of this
     Agreement suitable and space reasonably required by OPERATOR to house,
     operate and maintain its head-end equipment, including

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     satellite receivers, antennae and amplifiers. The location of space(s)
     shall be as OWNER and OPERATOR shall reasonably agree, subject to technical
     and regulatory requirements. OWNER shall cooperate with the OPERATOR in the
     initial location of the signal receiving equipment and in making any
     subsequent modifications to the Property and maintaining landscaping to
     assure an unobstructed line-of-sight. OWNER shall provide necessary
     electricity for the operation and maintenance of the SYSTEM. OWNER shall
     also provide to OPERATOR and its agents and employees during the term of
     this Agreement access to all areas of the Property reasonably approved by
     OWNER for installation, maintenance, sales, marketing, connection and
     disconnection of the System and Service subject to rights of tenants.

6.   TERM: SUCCESSORS. This Agreement shall remain in full force and effect for
     10 years from the date OPERATOR commences to provide Service hereunder. The
     benefits, obligations and grant of rights in this Agreement shall run with
     the Property and shall inure to and be binding upon the successors and
     assigns of the parties.

7.   TERMINATION. OPERATOR may terminate the Agreement upon sixty (60) days
     prior written notice to OWNER if it is unable to operate the System due to
     any governmental law, rule or regulation or other reason beyond its
     control. A party shall be in default if it fails to meet any material
     obligation set forth in this Agreement, and does not correct such failure
     within a reasonable period of time after receiving written notice from the
     other party that the failure constitutes a breach of this Agreement and
     that unless the breach is corrected this Agreement will be terminated;
     provided, however, the OPERATOR shall have only thirty (30) days to cure
     any default with respect to its failure to provide timely maintenance and
     service in accordance with Section 2 above. In the event of such a default,
     this Agreement may be terminated by the other party by giving written
     notice of termination to the defaulting party.

8.   INDEMNIFICATION. OPERATOR shall indemnify and hold harmless OWNER, its
     partners, agents, directors, members, managers, officers and/or employees
     from and against any and all liabilities, suits, judgments, costs and
     expenses including without limitation costs of defense and reasonable
     attorneys' fees, arising from OPERATOR's ownership and operation of the
     System, including, without limitation, the provision of cable TV services
     under this Agreement to OWNER's tenants, a violation of this Agreement by
     OPERATOR or any of its agents or employees, any injury to, death of, any
     person or persons or damage to property as a result of any act or omission
     of OPERATOR, its employees, representatives, agents and subcontractors.
     Similarly, OWNER shall indemnify and hold harmless OPERATOR, its authorized
     employees, representatives, agents and subcontractors from and against any
     liability, suit, judgment, cost and/or expense, including without
     limitation costs of defense and reasonable attorneys' fees arising from a
     violation of this Agreement by OWNER, or from any injury to, or death of
     any person or persons or damage to Property resulting from any negligent
     act or omission of OWNER, its partners, agents, employees or
     subcontractors.

9.   TECHNOLOGY. The technology and equipment used for operation of the System
     will be in accordance with accepted industry standards as determined by
     OPERATOR. The technical quality of Service provided by OPERATOR shall be
     reasonable in relation to

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     the state-of-the-art of transmission and receiving of satellite-transmitted
     Service existing from time to time.

10.  MARKETING. OPERATOR will provide OWNER with programming guides and/or
     marketing that OPERATOR, in its sole discretion, deems appropriate. OWNER
     shall assist and cooperate with OPERATOR's marketing program for the
     System, including, but not limited to, providing notification of move-in
     and move-out by Viewers to enable OPERATOR to make timely connects and
     disconnects of Service.

11.  ASSIGNMENT. OPERATOR may assign and/or grant a security interest in its
     rights under this Agreement and in the System to any person or entity,
     including any entity making a loan to OPERATOR ("Lender"). If OPERATOR
     gives OWNER written notice of the name and address of its Lender, OWNER
     agrees to afford Lender a reasonable opportunity to cure any default by
     OPERATOR prior to exercising remedies for such a default. OWNER agrees to
     permit Lender to substitute another operator reasonably acceptable to
     OWNER, pursuant to this Agreement, or pursuant to a substitute agreement
     with identical terms in the event of the OPERATOR's dissolution, bankruptcy
     or insolvency results in the termination or rejection of this Agreement or
     in the practical inability of OPERATOR to perform its obligations
     hereunder. This Agreement is made for the third party benefit of Lender.
     Upon the reasonable request of OPERATOR or Lender, OWNER will execute
     further confirmation, consents, waivers or other documents consistent with
     the terms hereof. OPERATOR (or its Lender) may enter into an agreement
     pursuant to which OPERATOR and/or a third party will manage the System.

12.  TITLE WARRANTY. OWNER warrants OWNER holds equitable and record title to
     Property and has full power to grant to Operator the exclusive rights and
     easements as provided herein. No party holds any interest with respect to
     the Property which conflicts with any rights or interest purported to be
     granted to OPERATOR hereunder. OWNER DOES NOT warrant that OWNER has title
     to all interior and exterior cable located on the Property and if the
     existing cable provider makes a claim to ownership of such wiring, the
     parties agree that they will renegotiate the terms of this Agreement.

13.  APPLICABLE LAW. This Agreement shall be governed by the internal laws of
     the state in which the Property is located.

14.  ATTORNEY'S FEES. In the event of litigation between OPERATOR and OWNER to
     enforce or interpret the terms of this Agreement, the prevailing party
     shall, in addition to any other relief, be entitled to recover its
     reasonable attorneys' fees and costs incurred.

15.  NOTICES. All notices, claims, certificates, requests, demands and other
     communications under this Agreement shall be in writing and shall be deemed
     to have been duly given when delivered or mailed to the addresses set forth
     below the signature to this Agreement or other such addresses as the party
     to whom this notice is to be given may have previously furnished in writing
     to the other pursuant to this Section.

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16.  FORCED ACCESS. OWNER hereby assigns to OPERATOR during the term of the
     Agreement (i) any and all rights to receive compensation under any
     government law or regulation, now existing or arising hereafter, as a
     result of the right of access given pursuant to any government law or
     regulation to any person or entity for the purpose of providing television
     signal service to the Property or any tenant therein and (ii) any and all
     rights which OWNER may have under any government law or regulation to
     contest, judicially or otherwise, the purported right of any person or
     entity to gain access to the Property for the purpose of providing
     television signal service to the Property or any tenant thereof. The
     foregoing assignment shall not apply to the extent that nay such
     compensation is for actual damage to the Property resulting from the
     installation of the competing system. To the extent OPERATOR pursues or
     participates in any such action or proceeding, OPERATOR shall indemnify and
     hold OWNER harmless from any claims, damage, liabilities or costs
     associated with such action or proceeding.

17.  ENTIRE AGREEMENT. This Agreement together with any other written agreements
     executed by OWNER and OPERATOR constitute the entire agreement between the
     parties with respect to the subject matter contained in this Agreement.
     Such agreements supersede all prior oral and written representations and
     communications with respect to the subject matter of this Agreement. This
     Agreement may only be amended by a written agreement signed by the parties
     hereto.

18.  ROYALTY. During the term of this Agreement, OPERATOR shall pay OWNER a
     royalty equal to eight percent (8%) of OPERATOR's gross receipts from
     Viewers (excluding bulk services as described in attachment "A") for
     OPERATOR's Service, excluding payments by Viewers of taxes, deposits and
     nonrecurring charges. Payment shall be made quarterly, within forty-five
     (45) days following the end of the calendar quarter with respect to which
     payment is due. OPERATOR shall maintain accurate records of all the
     OPERATOR's gross receipts from Viewers for OPERATOR's services for ninety
     (90) days following the submittal to OWNER of the Royalty payment for the
     calendar quarter. OWNER may inspect OPERATOR's records for gross receipts
     of any calendar quarter at OPERATOR's principal office at any time within
     the ninety (90) day period described above. The cost of any such inspection
     shall be the OWNER's sole responsibility.

19.  RIGHT OF FIRST REFUSAL. Whenever OPERATOR intends to transfer or assign its
     rights under the Agreement to a third party other than lender as described
     in paragraph 11, OPERATOR shall furnish to OWNER a written notice setting
     forth (i) the identity of the proposed transferee, and (ii) the detailed
     terms of such proposed transfer. OWNER shall thereupon have the right and
     option to purchase such interest on the same terms and conditions as those
     arranged by the OPERATOR by delivery of written notice to the OPERATOR (an
     "EXERCISE NOTICE") prior to the expiration of thirty (30) days following
     receipt by the OWNER of written notice from the OPERATOR (the "OPTION
     PERIOD"). Following the exercise of an option by the OWNER pursuant to this
     Agreement, payment shall be made on the date mutually agreed to by the
     OPERATOR and the OWNER, which shall not be more than thirty (30) days
     following delivery by the OWNER to the OPERATOR of the Exercise Notice. If
     (i) the OWNER does not exercise the option to purchase pursuant to this
     paragraph 19 hereof before the end of the Option

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     Period, or (ii) an option is exercised but the purchase price is not paid
     by the Closing Date, then the OPERATOR shall be free to transfer, sell, or
     assign its interest in this Agreement upon substantially the same terms and
     conditions set forth in its notice given pursuant


OPERATOR:                               OWNER:

Name: VisionComm, Inc.                  Name: Tulsa Galleria, L.P.
                                        By:   SMI Galleria Management, Inc.
                                              its General Partner

By:                                     By:
   -------------------------------         -------------------------------
   PRINT: Thomas A. Nix                    Andrew S. Miller, President
   ITS: Vice President/Director            ADDRESS:
   ADDRESS:                                c/o Sevo Miller Inc.
   38360 Garfield Rd.                      3600 South Yosemite St., 10th Floor
   Clinton Twp., MI 48036                  Denver, Colorado 80237


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                                  ATTACHMENT A

                               TERMS OF AGREEMENT



The terms of this agreement shall be as follows:

     1)   Operator shall pay to Owner a 8% royalty on gross collected revenue
          (excluding bulk services as described in Attachment "C").



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                                  ATTACHMENT B

                                LEGAL DESCRIPTION


Lot One (1), Block One (1), Sheridan Galleria, an Addition of the City of Tulsa,
Tulsa County, State of Oklahoma, according to the Recorded Plat thereof.




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                                  ATTACHMENT C

                                BULK PROGRAMMING


Operator agrees to provide to Owner the following "Bulk" cable services to all
256 units:

     Programming:

          *House Channel, NBC, CBS, ABC, PBS, CNN, TBS, ESPN, Cartoon Network
          The Nashville Network and HBO
          *Utilize with property's existing video

     Cost:

          Cost to Owner for above programming shall be $15.00 per unit per month
          Payment shall be made by Owner to Operator no less than ten (10) days
          prior to the beginning of each month's programming.

Bulk programming rate of $15.00 shall not be subject to any increase for the
first two (2) years of the term of this Agreement. Subsequent increases may be
imposed on a per annum basis at an amount not to exceed 10% in any one year.
Owner shall have the right to a one time option to discontinue the Bulk Service
Agreement provided by the Operator provided that Owner furnish Operator with a
minimum 90 day notice of its intent to discontinue the Bulk Service.
Furthermore, Owner shall have a one time option to convert back to Bulk Service
provided that Operator receives a minimum 90 days notice of Owner's intent to
convert back to bulk.

The term of the Bulk Agreement shall be consistent with the terms stated in the
VisionComm Right of Entry Agreement attached hereto.


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LETTER AGREEMENT



     RE: Right of Entry Agreement, dated August 28, 2000 (the "AGREEMENT"),
between VisionComm, Inc. ("Operator") and Tulsa Galleria, L.P. ("OWNER"), with
respect to The Galleria Apartments (the "Property"). This shall serve as a
letter agreement between Operator and Owner.

     1)   Subject to the terms and conditions set forth in this letter
agreement, Operator agrees to pay to Owner a $100.00 per apartment unit signing
bonus. This also gives Operator the right to use the existing cable wiring
behind the walls. Fifty Dollars ($50.00) per apartment will be paid on
Operator's execution of the Agreement and Fifty Dollars ($50.00) per apartment
unit will be paid upon turn on of the cable system.


OPERATOR:                               OWNER:

Name: VisionComm, Inc.                  Name: Tulsa Galleria, L.P.
                                        By:   SMI Galleria Management, Inc.
                                              its General Partner

By:                                     By:
   -------------------------------         -------------------------------
   PRINT: Thomas A. Nix                    Andrew S. Miller, President
   ITS: Vice President/Director            ADDRESS:
   ADDRESS:                                c/o Sevo Miller Inc.
   38360 Garfield Rd.                      3600 South Yosemite St., 10th Floor
   Clinton Twp., MI 48036                  Denver, Colorado 80237


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