SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

Filed by the  Registrant  [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement

[ ]  Confidential,  for  Use  of the  Commission  Only  (as  Permitted  by  Rule
     14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive  Additional Materials

[ ] Solicitation  Material  Pursuant to Rule 14a-11(c) or rule 14a-12

                               VICOM INCORPORATED
              ----------------------------------------------------
                (Name of Registrant As Specified in its Charter)

    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)  Title of each class of securities to which transaction applies:
                                                                    -----------
2)  Aggregate number of securities to which transaction applies:
                                                                 -----------
3)  Per unit price or other underlying value of transaction computed pursuant to
    Exchange  Act Rule 0-11 (Set  forth the  amount on which the  filing  fee is
    calculated and state how it was determined):

4)  Proposed maximum aggregate value of transaction:
                                                     ----------------------
5)  Total fee paid:
                    -------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

         (1) Amount Previously Paid:
                                     -----------------
         (2) Form, Schedule or Registration Statement No.:
                                                           --------------
         (3) Filing Party:
                           -----------------
         (4) Date Filed:



                                      VICOM
                                  INCORPORATED

                            9449 SCIENCE CENTER DRIVE
                            NEW HOPE, MINNESOTA 55428

--------------------------------------------------------------------------------
                  NOTICE OF 2004 ANNUAL MEETING OF SHAREHOLDERS

                            TO BE HELD JUNE 17, 2004
--------------------------------------------------------------------------------

         The Annual Meeting of the Shareholders of VICOM,  Incorporated ("Vicom"
or "the  Company")  will  be held at the  Radisson  Hotel,  3131  Campus  Drive,
Plymouth,  Minnesota 55441 on June 17, 2004, at 3:00 p.m.  Minneapolis time, for
the  following  purposes,  as more fully  described  in the  accompanying  Proxy
Statement.

         1.   To elect eight Directors for a term of one year.

         2.   To  approve  an   amendment  to  Vicom's   1999   Employee   Stock
              Compensation  Plan to increase  the total  number of common  stock
              shares  reserved for awards to  employees  under the Plan from 1.8
              million to 4.3 million.

         3.   To approve an  amendment  to Vicom's  2000  Non-Employee  Director
              Stock  Compensation  Plan to increase  the total  number of common
              stock shares  reserved for awards to Directors under the Plan from
              300,000 to 800,000.

         4.   To approve an amendment to Vicom's  bylaws to lower the percentage
              of Vicom's  outstanding  common  shares needed to achieve a quorum
              for a shareholder meeting from 50.1% to 34%.

         5.   To approve an amendment to the Company's Articles of Incorporation
              to change the Company's name from VICOM, Incorporated to Multiband
              Corporation.

         6.   To approve an amendment to Vicom's  Articles of  Incorporation  to
              increase  the  authorized  number of Vicom  common  shares from 50
              million to 100 million.

         7.   To ratify  the  election  of  Virchow,  Krause &  Company,  LLP as
              independent auditors of the Company for fiscal year 2003.

         8.   To transact  such other  business as may properly  come before the
              meeting or any adjournment thereof.

         Only  Shareholders  of record at the close of  business  April 22, 2004
will be entitled to receive  notice of and vote at the  meeting.  The  Company's
Board of Directors recommends a vote in favor of all the proposals.

         All shareholders are cordially  invited to attend the Annual Meeting in
person.  However, to ensure your representation at the meeting, you are urged to
mark,  sign,  date and return the enclosed  proxy as promptly as possible in the
postage-paid envelope enclosed for that purpose.  Returning your proxy will help
the Company ensure a quorum and avoid the additional  expense of duplicate proxy
solicitations.  Any shareholder attending the meeting may vote in person even if
he or she has returned the proxy.

                                          By Order of the Board of Directors

                                          Steven Bell
                                          Secretary



                                       1


                               VICOM, INCORPORATED
                            9449 SCIENCE CENTER DRIVE
                            NEW HOPE, MINNESOTA 55428

--------------------------------------------------------------------------------
                                 PROXY STATEMENT
--------------------------------------------------------------------------------

                         ANNUAL MEETING OF SHAREHOLDERS
                                  JUNE 17, 2004
                SOLICITATION, EXECUTION AND REVOCATION OF PROXIES

         The mailing address of the principal corporate office of the Company is
9449 Science Center Drive, New Hope, MN 55428. This Proxy Statement and the form
of proxy,  which is  enclosed,  are being mailed to the  Company's  shareholders
commencing on or about May 20, 2004.

         Proxies in the  accompanying  form are solicited on behalf,  and at the
direction,  of the Board of Directors of the Company. All shares of common stock
represented by properly  executed  proxies,  unless such proxies have previously
been revoked,  will be voted in accordance with the direction of the proxies. If
no  direction  is  indicated,  the shares will be voted in  accordance  with the
direction of the proxies.  If any others  matters are properly  presented at the
meeting for action,  including a question of adjourning the meeting from time to
time,  the  persons  named  in the  proxies  and  acting  thereunder  will  have
discretion to vote on such matters in accordance with their best judgement.

         When  stock is in the name of more than one  person,  each such  person
must sign the proxy. If the shareholder is a corporation,  an executive or other
authorized  officer  must  sign the  proxy in the name of such  corporation.  If
signed as attorney, executor,  administrator,  trustee, guardian or in any other
representative  capacity,  the  signer's  full title should be given and, if not
previously  furnished,  a certificate or other  evidence of appointment  must be
furnished.

         A  shareholder  executing and returning a proxy has the power to revoke
it at any time before it is voted.  A  shareholder  who wishes to revoke a proxy
can do so by  executing  a later  dated  proxy  relating  to the same shares and
delivering  it to the  Secretary of the Company  prior to the vote at the Annual
Meeting,  by written notice of revocation received by the Secretary prior to the
vote at the Annual Meeting,  or by appearing in person at the Annual Meeting and
voting in person the shares to which the proxy relates.

         In  addition  to the  use of the  mail,  proxies  may be  solicited  by
personal  interview,  telephone  and  telegram by the  Directors,  officers  and
regular  employees  of the Company.  Such  persons  will  receive no  additional
compensation  for such  services.  Arrangements  will also be made with  certain
brokerage firms and certain other  custodians,  nominees and fiduciaries for the
forwarding of  solicitation  materials to the beneficial  owners of common stock
held of record by such  persons,  and such  brokers,  custodians,  nominees  and
fiduciaries will be reimbursed by the Company for their reasonable out-of-pocket
expenses  incurred by them in  connection  therewith.  All expenses  incurred in
connection with this solicitation will be borne by the Company.

         The Company is including with this Proxy Statement its Annual Report to
shareholders  for the year ended December 31, 2003, which includes a copy of the
Company's Form 10-K  registration  as amended,  as filed with the Securities and
Exchange Commission. Shareholders may receive, without charge, additional copies
of the Form 10-K, as amended, by writing to Vicom, Incorporated at its principal
corporate office.

         The presence at the Annual Meeting in person or by proxy of the holders
of a majority of the outstanding  shares of the Company's  common stock entitled
to vote shall  constitute a quorum for the transaction of business.  If a broker
returns a  "non-vote"  proxy,  indicating a lack of voting  instructions  by the
beneficial  holder of the shares and a lack of  discretionary  authority  on the
part of the broker to vote on a particular  matter,  then the shares  covered by
such non-vote shall be deemed present at the meeting for purposes of determining
a quorum but shall not be deemed to be  represented  at the meeting for purposes
of calculating  the vote required for approval of such matter.  If a shareholder
abstains from voting as to any matter,  then the shares held by such shareholder
shall be deemed  present at the meeting for purposes of determining a quorum and
for purposes of calculating the vote with respect to such matter,  but shall not
be deemed to have been voted in favor of such matter.  An  abstention  as to any
proposal will therefore have the same effect as a vote against the proposal.


                                       2


                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

         Only  shareholders of record at the close of business on April 22, 2004
(the  "Record  Date") will be entitled  to vote at this  meeting.  On the Record
Date, there were 22,291,599 shares of common stock issued and outstanding.  Each
holder of common  stock is  entitled  to one vote,  exercisable  in person or by
proxy,  for each share of common  stock held of record on the Record  Date.  The
affirmative vote of holders of a majority of shares of common stock  outstanding
on the Record Date is required for approval of the proposals to be voted upon at
the Annual Meeting.

         The following table sets forth certain information as of April 22, 2004
with respect to each person known by the Company to be the  beneficial  owner of
more than 5 percent of its common stock,  each Director of the Company,  and all
officers and Directors of the Company as a group.  Except as indicated,  each of
the persons listed in the following  table has sole voting and investment  power
with respect to the shares set forth opposite his name.



                                                      NUMBER OF SHARES(1)     PERCENT OF COMMON
NAME AND ADDRESS OF BENEFICIAL OWNERS                 BENEFICIALLY OWNED      SHARES OUTSTANDING
----------------------------------------------        -------------------     ------------------
                                                                        
Steven Bell                                           589,063(2)              1.1%
9449 Science Center Drive
New Hope, MN 55428

Frank Bennett                                         89,600(3)               Less than 1%
301 Carlson Parkway - Suite 120
Minnetonka, Minnesota  55305

Jonathan Dodge                                        70,100(4)               Less than 1%
715 Florida Avenue South - Suite 402
Golden Valley, MN  55426

David Ekman                                           1,751,583(5)            7.8%
2000 44th Street SW
Fargo, ND 58103

Eugene Harris                                         19,000(6)               Less than 1%
225 South Meramec - Suite 722
St. Louis, MO 63105

James L. Mandel                                       464,133(7)              2.0%
9449 Science Center Drive
New Hope, MN 55428

Donald Miller                                         1,369,686(8)            5.9%
1924 Cocoplum Way
Naples, FL  34105

David Weiss                                           122,726(9)              Less than 1%
10829 Olive Blvd.
Suite 203
St. Louis, MO  63141
All Directors and executive officers as a group       4,475,891               18.4%
   (eight persons)


----------
(1)  The percentages are calculated on the basis of 22,291,599 shares of Vicom
     common stock outstanding. Shares of common stock not outstanding but deemed
     beneficially owned by virtue of the individual's right to acquire them as
     of April 22, 2004 or within 60 days of such date are treated as outstanding
     when determining the number of shares beneficially owned by each person and
     the group and the percent of the class owned by each individual and the
     group. Unless otherwise indicated, each person named or included in the
     group has sole vesting and investment power with respect to the shares of
     common stock set forth opposite his or her name. Unless otherwise
     indicated, the information in the table does not include any stock options
     and / or warrants outstanding that cannot be exercised within 60 days of
     April 22, 2004.

(2)  Includes vested options to acquire 35,500 shares of common stock. Mr.
     Bell's Beneficial Ownership does include 31,250 shares of common stock
     owned by his spouse as to which Mr. Bell disclaims his beneficial
     ownership.

(3)  Includes vested options to purchase 69,600 shares of common stock.

(4)  Includes vested options to acquire 69,600 shares of common stock.

(5)  Includes vested options to purchase 150,500 shares of common stock.

(6)  Mr. Harris's beneficial ownership does include 19,000 shares owned by his
     spouse as to which Mr. Harris disclaims his beneficial ownership.

(7)  Includes vested options to purchase 300,500 shares of common stock.

(8)  Includes warrants and vested options to purchase 878,700 shares of common
     stock.

(9)  Includes vested options to purchase 69,600 shares of common stock.


                                       3


         The  Nominating  Committee has nominated  eight persons for election at
the 2004 Annual  Meeting as Directors  for a one-year  term expiring at the 2005
Annual  Meeting.  The Directors  will hold office for the term for which elected
and will serve until their successors have been duly elected and qualified.

         It is intended that votes will be cast  pursuant to the enclosed  proxy
for the election of the nominees in the table  below,  except for those  proxies
that  withhold  such  authority.  In the event that any of the  nominees  of the
Company is unable or  declines  to serve as a Director at the time of the Annual
Meeting,  the proxy will be voted for the election of such other  individual  as
the  Nominating  Committee  shall  designate  in  the  place  of  such  nominee.
Management  has no  reason to  believe  that any of the  nominees  will not be a
candidate or will be unable to serve.

                     THE BOARD OF DIRECTORS RECOMMENDS THAT
               SHAREHOLDERS VOTE "FOR" THE NOMINEES LISTED BELOW.

INFORMATION ABOUT NOMINEES

The following  information  has been  furnished to the Company by the respective
nominees for Director.



NAME                  AGE   POSITION                                                      DIRECTOR SINCE
----                  ---   --------                                                      --------------
                                                                                 
Steven Bell........   45    President & CFO, Vicom Incorporated                           1994
Frank Bennett......   47    President, Artesian Capital                                   2002
Jonathan Dodge.....   53    Partner, Dodge & Fox C.P.A. Firm                              1997
David Ekman........   43    Chief Information Officer, Corporate Technologies USA, Inc.   1999
Eugene Harris......   39    Shareholder, Eidelman, Finger, Harris & Co.                   2004
James L. Mandel....   47    Chief Executive Officer, Vicom, Incorporated                  1998
Donald Miller......   64    Chairman, Vicom, Incorporated                                 2001
David Weiss........   41    Principal, Rangeline Capital, LLC                             2002


STEVEN BELL was general counsel and Vice President of the Company from June 1985
through  October 1994, at which time he became Chief Financial  Officer.  He was
also named  President  in July 1997.  He is a graduate of the  William  Mitchell
College of Law.

FRANK  BENNETT  has been a  Director  of Vicom,  Incorporated  since 2002 and is
currently a member of the Audit Committee.  Mr. Bennett is President of Artesian
Management,  Inc., which manages Artesian  Capital,  a private equity investment
firm  based  in  Minneapolis.  Artesian  Capital  invests  in  companies  in the
communications,  consumer,  financial services and health care industries. Prior
to  founding  Artesian  Capital in 1989,  he was a Vice  President  of  Mayfield
Corporation,  and a Vice  President  of  Corporate  Finance  of Piper  Jaffray &
Hopwood and a Vice President of Piper Jaffray  Ventures,  Inc. He is currently a
director of Fairfax  Financial  Holdings  Limited,  Odyssey Re  Holdings  Corp.,
Vicom, Inc., Northbridge Financial Corporation and Crum & Forster Holdings, Inc.
Mr. Bennett currently serves on the boards of several  non-profit  organizations
including the Social Enterprise Fund,  American  Federation of Arts, St. David's
Child  Development  and Family  Services,  PACER  Center and  Wayzata  Community
Church. Mr. Bennett, a graduate of the University of Oregon, lives with his wife
and five children in Long Lake, MN.

JONATHAN  DODGE has been the Senior  Partner  of the C.P.A.  firm of Dodge & Fox
since its  inception in March 1997.  Prior to that,  he was a partner in the CPA
firm of  Misukanis  and Dodge from 1992 to March 1997.  Mr. Dodge is a member of
both the AICPA and the Minnesota Society of CPA's.

DAVID EKMAN is Chief Information Officer of Corporate Technologies, USA, Inc., a
wholly owned  subsidiary of Vicom.  He has worked  continuously  in the computer
business  since 1981,  initially as a  franchisee  of  Computerland,  a personal
computer  dealer and  subsequently  from 1996 to December  1999 as  President of
Ekman,  Inc., a value-added  computer  reseller and the  predecessor  company to
Corporate Technologies, USA, Inc.

EUGENE HARRIS is a Vice  President and major  shareholder  of Eidelman,  Finger,
Harris & Co., a St. Louis based registered  investment advisor. He has been with
Eidelman,  Finger,  Harris & Co. since 1994. Prior to joining Eidelman,  Finger,
Harris & Co., Mr. Harris held  positions in general  management and new business
development for the Monsanto  Company from  1990-1994.  He also was an Associate
Consultant  with Bain and Co.  from  1996-1998.  Mr.  Harris  received a B.S. in


                                       4


Industrial  Engineering  from  Stanford  University  in  1996  and  an  M.S.  in
Management from the Sloan School of Management at the Massachusetts Institute of
Technology  in 1990.  He is a  Chartered  Financial  Analyst and a member of the
Financial  Analysts  Federation.  Mr.  Harris was  appointed to Vicom's Board of
Directors in April 2004.

JAMES MANDEL has been the Chief Executive  Officer and a Director of the Company
since October 1, 1998.  From October 1991 to October 1996, he was Vice President
of Systems for Grand  Casinos,  Inc.,  where his duties  included  managing  the
design,  development,  installation and on-going maintenance for the 2,000 room,
$507 million  Stratosphere Hotel, Casino and Tower in Las Vegas. Mr. Mandel also
managed  the  systems  development  of  Grand  Casino  Mille  Lacs,  in  Onamia,
Minnesota,  Grand Casino  Hinckley in Hinckley,  Minnesota and six other casinos
nationwide.  He also serves as Chairman of the Board of CorVu Corporation and is
a trustee of the Boys and Girls Club of Minneapolis.

DONALD MILLER worked for Schwan's  enterprises between 1962 and 2001,  primarily
as Chief  Financial  Officer.  He is  currently  employed by Schwan's as Special
Assistant  to the  CEO.  He was  appointed  to  Vicom's  Board of  Directors  in
September  2001 and was elected  Chairman of the Board in April 2002. Mr. Miller
is also Chairman of Vicom's Audit Committee.

DAVID WEISS has been a Director of Vicom since 2002.  He is  currently  Managing
Principal for Rangeline Capital,  LLC, a real estate investment banking company.
Prior to forming  Rangeline in 2002, Mr. Weiss was Managing Director for the St.
Louis office of Northland/Marquette Capital Group.

The Company knows of no  arrangements  or  understandings  between a Director or
nominee and any other person pursuant to which any person has been selected as a
Director  or  nominee.  There  is no  family  relationship  between  any  of the
nominees, Directors or executive officers of the company.

BOARD OF DIRECTORS AND ITS COMMITTEES

The Board has  determined  that a majority of its members are  "independent"  as
defined by the listing  standards of the NASDAQ Stock  Market.  The  independent
Directors are Messrs.  Frank  Bennett,  Eugene  Harris,  Donald Miller and David
Weiss.

The Board of Directors  met four times on a regular  basis in 2003. As permitted
by Minnesota  Law,  the Board of  Directors  also acted from time to time during
2003 by unanimous  written consent in lieu of conducting  formal meetings.  Last
year, there were four such actions and accompanying  Board  Resolutions  passed.
The Board has designated an audit committee consisting of Jonathan Dodge, Donald
Miller and Frank Bennett.  The Board also  designated a  compensation  committee
consisting of Frank Bennett and David Weiss.

Shareholder communication with the Board

Our Board welcomes your questions and comments. If you would like to communicate
directly  to our  Board,  or if you  have a  concern  related  to the  Company's
business  ethics or  conduct,  financial  statements,  accounting  practices  or
internal  controls,  then you may contact our website via  www.multibandusa.com,
section Investor  Relations.  All communications  will be forwarded to our audit
committee.

Directors'  attendance  at Annual  Meetings  can  provide  shareholders  with an
opportunity to communicate  with directors  about issues  affecting the Company.
The  Company  does not  have a policy  regarding  director  attendance,  but all
directors are  encouraged to attend the Annual Meeting of  Shareholders.  Six of
our directors attended our Annual Meeting in 2003.

AUDIT COMMITTEE

Our audit committee:

o    recommends  to our Board of Directors the  independent  auditors to conduct
     the annual audit of our books and records;

o    reviews the proposed scope and results of the audit;

o    approves the audit fees to be paid;


                                       5


o    reviews  accounting  and  financial  controls with the  independent  public
     accountants and our financial and accounting staff; and

o    reviews and approves  transactions  between us and our Directors,  officers
     and affiliates.

Our audit  committee has a formal  charter that is an exhibit to our most recent
annual report on Form 10K.

Our audit committee met four times during 2003. The Audit Committee is comprised
entirely  of  individuals  who  meet the  independence  and  financial  literacy
requirements  of NASDAQ listing  standards.  Our Board has  determined  that all
three members qualify as an "audit committee  financial expert" independent from
management as defined by Item  401(h)(2) of Regulation  S-K under the Securities
Act of 1933, as amended.  Vicom acknowledges that the designation of the members
of the audit committee as financial  experts does not impose on them any duties,
obligations  or  liability  that are greater  than the duties,  obligations  and
liability  imposed on them as a member of the audit  committee  and the Board of
Directors in the absence of such designation.

REPORT OF THE AUDIT COMMITTEE

         In  accordance  with  its  written  charter  adopted  by the  Board  of
Directors,   the  Audit   Committee   assists  the  Board  in   fulfilling   its
responsibility  for  oversight of the quality and  integrity of the  accounting,
auditing,  and  financial  reporting  practices of the Company.  During the year
ended December 31, 2003, the Committee met four times, and Donald Miller, as the
Audit Committee chair and  representative of the Audit Committee,  discussed the
interim financial  information contained in quarterly earnings announcement with
the Company's Chief  Financial  Officer and the Company's  independent  auditors
prior to public release.

         In discharging  its oversight  responsibility  as to the audit process,
the Audit  Committee  obtained from the  independent  auditors a formal  written
statement describing all relationships between the auditors and the Company that
might bear on the auditors' independence  consistent with Independence Standards
Board  Standard  No.  1,  "Independence   Discussions  with  Audit  Committees,"
discussed with the auditors any relationships  that may affect their objectivity
and  independence  and satisfied  itself as to the auditors'  independence.  The
Audit Committee also discussed with management and the independent  auditors the
quality and adequacy of the Company's  internal  controls.  The Audit  Committee
reviewed with both the independent  auditors their audit plans, audit scope, and
identification of audit risks.

         The  Audit   Committee   discussed  and  reviewed  with  the  Company's
independent auditors all communications  required by generally accepted auditing
standards,  including those described in Statement on Auditing Standards No. 61,
as amended,  "Communication  with Audit  Committees"  and, both with and without
management  present,  discussed  and  reviewed  the  results of the  independent
auditors' examination of the Company's financial statements. The Audit Committee
reviewed the audited consolidated  financial statements of the Company as of and
for the fiscal year ended December 31, 2003 with  management and the independent
auditors. Management has the responsibility for the preparation of the Company's
consolidated  financial  statements and the Company's  independent auditors have
the responsibility for the examination of those statements.

         Based on the review referred to above and  discussions  with management
and the independent  auditors,  the Audit Committee  recommended to the Board of
Directors  that the  Company's  audited  consolidated  financial  statements  be
included in its Annual  Report on Form 10-K for the fiscal  year ended  December
31, 2003 for filing  with the  Securities  and  Exchange  Commission.  The Audit
Committee also recommended the reappointment,  subject to shareholder  approval,
of the  independent  auditors  and the  Board  of  Directors  concurred  in such
recommendation.

COMPENSATION COMMITTEE

Our compensation committee

o    reviews  and  recommends  the  compensation  arrangements  for  management,
     including the compensation for our chief executive officer; and

o    establishes and reviews general compensation policies with the objective to
     attract and retain superior talent, to reward individual performance and to
     achieve our financial goals.


                                       6


Our  compensation  committee  met  four  times  during  2003.  The  compensation
committee  is  comprised   entirely  of  Directors  who  meet  the  independence
requirements of the NASDAQ listing standards.

NOMINATING COMMITTEE

The Nominating Committee (the "Nominating Committee") was formed by our Board in
April  2004 and  consists  of Frank  Bennett  and David  Weiss.  The  Nominating
Committee's  duties include adopting  criteria for  recommending  candidates for
election or re-election to our Board and its committees,  considering issues and
making  recommendations  considering the size and composition of our Board.  The
Nominating  Committee  will also  consider  nominees for  Director  suggested by
shareholders in written submissions to the Company's Secretary.

The  Nominating  Committee  met in April 2004 to decide  upon the  nominees  for
Director at the Annual Meeting.

DIRECTOR NOMINATION PROCEDURES

         DIRECTOR MANAGER QUALIFICATIONS. The Company's Nominating Committee has
established  policies for the desired  attributes  of our Board as a whole.  The
Board will seek to ensure  that a majority of its  members  are  independent  as
defined in the NASDAQ listing  standards.  Each member of our Board must possess
the individual  qualities of integrity and  accountability,  informed  judgment,
financial  literacy,  high  performance  standards  and  must  be  committed  to
representing  the long-term  interests of the Company and the  shareholders.  In
addition,  Directors must be committed to devoting the time and effort necessary
to be  responsible  and  productive  members  of our  Board.  Our  Board  values
diversity,  in its broadest sense,  reflecting,  but not limited to, profession,
geography, gender, ethnicity, skills and experience.

         IDENTIFYING AND EVALUATING NOMINEES. The Nominating Committee regularly
assesses the appropriate  number of Directors  comprising our Board, and whether
any  vacancies on our Board are expected due to  retirement  or  otherwise.  The
Nominating  Committee  may  consider  those  factors  it  deems  appropriate  in
evaluating Director candidates including judgment, skill, diversity, strength of
character,  experience with businesses and  organizations  comparable in size or
scope to the Company,  experience and skill relative to other Board members, and
specialized  knowledge or  experience.  Depending  upon the current needs of our
Board,  certain  factors may be weighed more or less  heavily by the  Nominating
Committee.  In considering  candidates for our Board,  the Nominating  Committee
evaluates  the  entirety of each  candidate's  credentials  and,  other than the
eligibility requirements established by the Nominating Committee,  does not have
any  specific  minimum  qualifications  that  must  be  met  by a  nominee.  The
Nominating  Committee  considers  candidates  for the Board from any  reasonable
source, including current Board members, shareholders, professional search firms
or  other  persons.  The  Nominating  Committee  does  not  evaluate  candidates
differently based on who has made the recommendation.  The Nominating  Committee
has the  authority  under its  charter to hire and pay a fee to  consultants  or
search firms to assist in the process of identifying and evaluating candidates.

         CHARTER  OF THE  NOMINATING  COMMITTEE.  A copy of the  charter  of the
Nominating Committee is available on our website at www.multibandusa.com.

EXECUTIVE COMPENSATION

         The  following  table sets forth  certain  information  relating to the
remuneration paid by the Company to its executive  officers whose aggregate cash
and  cash-equivalent  remuneration  approximated or exceeded $100,000 during the
Company's last three fiscal years ending December 31, 2003.


                                       7


                           SUMMARY COMPENSATION TABLE



                                        ANNUAL COMPENSATION                      LONG TERM COMPENSATION
                                        -------------------                      ----------------------
NAME AND PRINCIPAL        YEAR   SALARY       BONUS                                  SECURITIES
POSITION                         ($)          ($)        OTHER          RESTRICTED   UNDERLYING
                                                         ANNUAL         STOCK        OPTIONS/      LTIP       ALL OTHER
NAME AND PRINCIPAL               SALARY       BONUS      COMPENSATION   AWARD(S)     SARs          PAYOUTS    COMPENSATION
POSITION                  YEAR   ($)          ($)        ($)            ($)          (#)           ($)        ($)
------------------        ----   ------       -----      ------------   ----------   ----------    -------    ------------
(a)                       (b)    (c)          (d)        (e)            (f)          (g)           (h)        (i)
                                                                        AWARDS                     PAYOUTS
                                                                        ----------                 -------
                                                                                      
James L. Mandel           2003   $250,727     $125,000   -0-            -0-          300,000       -0-        -0-
Chief Executive Officer   2002   $149,874     $100,000   -0-            -0-          -0            -0-        -0-
                          2001   $131,346                -0-            -0-          500           -0-        -0-

Steven Bell               2003   $120,484     -0-        -0-            -0-          50,000        -0-        -0-
Chief Financial Officer   2002   $99,014      -0-        -0-            -0-          10,500        -0-        -0-
                          2001   $108,365     -0-        -0-            -0-          500           -0-        -0-


Dave Ekman                2003   $111,154     -0-        -0-            -0-          -0-           -0-        -0-
Chief Information Officer 2002   $93,695      -0-        -0-            -0-          -0-           -0-        -0-
                          2001   $100,614     -0-        -0-            -0-          500           -0-        -0-



DIRECTORS FEES

         There were no cash fees paid to  Directors in 2003.  Outside  Directors
receive a stock  option of 30,000  shares at market price upon joining the Vicom
Board.  Additional  awards or options to Directors are determined by the Board's
Compensation Committee.



                                       8


PERFORMANCE GRAPH

         The following  performance graph compares  cumulative total shareholder
returns on the  Company's  common stock over the last five fiscal  years,  ended
December 31, 2003, with The NASDAQ Stock Market (U.S. Companies) Index and other
leading industry indices,  assuming initial  investment of $100 at the beginning
of the period and the reinvestment of all dividends.

         [TABLE BELOW REPRESENTS LINE CHARTS IN THE ORIGINAL DOCUMENT.]

                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
            AMONG VICOM, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX,
           THE RUSSELL 2000 INDEX, THE NASDAQ TELECOMMUNICATIONS INDEX
                 AND THE S & P TELECOMMUNICATIONS SERVICES INDEX



                                       12/98     3/99      6/99     9/99    12/99      3/00
                                      ------   ------    ------   ------   ------    ------
                                                                   
VICOM, INC.                           100.00   137.50    133.33   113.33   266.67    558.33
NASDAQ STOCK MARKET (U.S.)            100.00   112.89    122.95   129.70   192.89    224.09
RUSSELL 2000                          100.00    94.58    109.28   102.37   121.26    129.85
NASDAQ TELECOMMUNICATIONS             100.00   135.38    143.61   149.22   252.16    270.97
S & P TELECOMMUNICATION SERVICES      100.00   103.37    117.15   108.61   119.14    117.52


                                        6/00     9/00     12/00     3/01     6/01      9/01    12/01
                                      ------   ------    ------   ------   ------    ------   ------
                                                                         
VICOM, INC.                           387.53   400.00    300.00   265.60   200.00    103.33   114.67
NASDAQ STOCK MARKET (U.S.)            196.93   184.03    124.95    86.46    83.08     76.01    67.09
RUSSELL 2000                          124.94   126.32    117.59   109.94   125.76     99.53   120.52
NASDAQ TELECOMMUNICATIONS             204.16   171.67    103.40    76.97    81.29     48.89    63.59
S & P TELECOMMUNICATION SERVICES      101.17    90.14     72.90    72.32    70.98     71.18    63.97


                                        3/02     6/02      9/02    12/02     3/03      6/03     9/03    12/03
                                      ------   ------    ------   ------   ------    ------   ------   ------
                                                                                
VICOM, INC.                            91.33    66.67     40.00    60.00    70.00    140.00   110.67    82.00
NASDAQ STOCK MARKET (U.S.)             67.69    70.91     66.48    61.75    55.56     67.52    75.14    85.04
RUSSELL 2000                          125.32   114.85     90.27    95.83    91.53    112.97   123.22   141.11
NASDAQ TELECOMMUNICATIONS              53.47    38.33     35.26    45.31    51.49     65.51    67.13    78.49
S & P TELECOMMUNICATION SERVICES       54.04    41.41     30.62    42.15    36.07     43.87    39.80    45.14


*  $100 invested on 12/31/98 in stock or index-including reinvestment of
   dividends. Fiscal year ending December 31.


               COMPARISON OF FIVE YEAR - CUMULATIVE TOTAL RETURNS
                              PERFORMANCE GRAPH FOR
                               VICOM, INCORPORATED
                    PREPARED BY THE RESEARCH DATAGROUP, INC.

                                   VICOM INC.

------------------------------ --------- --------- --------- --------- ---------
                               12/99     12/00     12/01       12/02     12/03
------------------------------ --------- --------- --------- --------- ---------
VICOM, INCORPORATED            800.00    900.00    344.00      180.00     82.00
------------------------------ --------- --------- --------- --------- ---------
NASDAQ STOCK MARKET (U.S.)     261.49    157.77    125.16       86.53     85.04
------------------------------ --------- --------- --------- --------- ---------
RUSSELL 2000                   118.17    114.60    117.45       93.39    141.11
------------------------------ --------- --------- --------- --------- ---------
NASDAQ TELECOMMUNICATIONS      295.01    125.74     84.16       38.77     78.49
------------------------------ --------- --------- --------- --------- ---------
CHASE H & Q COMMUNICATIONS     462.05    293.82    136.84
------------------------------ --------- --------- --------- --------- ---------
S & P COMMUNICATION SERVICES   181.54    111.08     97.48       64.23     45.14
------------------------------ --------- --------- --------- --------- ---------


                                       9


STOCK OPTION GRANTS DURING 2003

         The  following  table  provides  information  regarding  stock  options
granted  during  fiscal  2003 to the named  executive  officers  in the  Summary
Compensation Table.



                                                                                       Potential Realizable Value at
                          Number of      Percent of                                    Assumed Annual Rates of Stock
                          Securities    Total Options                                  Price Appreciation for Option
                          Underlying     Granted to      Exercise or                               Term(1)
                           Options      Employees in      Base Price    Expiration     -----------------------------
         Name            Granted (#)   Fiscal Year (%)    ($/Share)        Date             5%              10%
         ----            -----------   ---------------   -----------    ----------       --------         --------
                                                                                        
James L. Mandel             300,000         46.3            $1.50        1/8/2013           -0-           $258,092
Steven M. Bell               50,000          7.7            $1.10        1/8/2013         $19,115         $ 63,015
Dave Ekman                   -0-            -0-                --           --                 --               --


------------
(1)  The "potential realizable value" shown represents the potential gains based
     on annual compound stock price  appreciation of 5% and 10% from the date of
     grant  through the full option  terms,  net of exercise  price,  but before
     taxes associated with exercise. The amounts represent certain assumed rates
     of  appreciation  only,  based on the  Securities  and Exchange  Commission
     rules. Actual gains, if any, on stock option exercises are dependent on the
     future  performance of the common stock,  overall market conditions and the
     option  holders,  continued  employment  through  the vesting  period.  The
     amounts  reflected in this table may not necessarily be achieved and do not
     reflect the Company's estimate of future stock price growth.

         Each option represents the right to purchase one share of common stock.
The options  shown in this table are all  non-qualified  stock  options.  To the
extent not already exercisable,  the options generally become exercisable in the
event of a merger in which Vicom is not the surviving corporation, a transfer of
all  shares of stock of Vicom,  a sale of  substantially  all the  assets,  or a
dissolution or liquidation, of Vicom.

AGGREGATED OPTION EXERCISES IN 2003 AND YEAR END OPTION VALUES

         The following table provides information as to options exercised by the
named executive  officers in the Summary  Compensation  Table during fiscal 2003
and the number and value of options at December 31, 2003.



                         SHARES
                         ACQUIRED       VALUE(1)
NAME                     ON EXERCISE    REALIZED     EXERCISABLE/UNEXERCISABLE    EXERCISABLE/UNEXERCISABLE
----                     -----------    --------     -------------------------    -------------------------
                                                     NUMBER OF                    VALUE OF UNEXERCISED
                                                     UNEXERCISED OPTIONS AT       IN-THE-MONEY OPTIONS AT
                                                     DECEMBER 31, 2003            DECEMBER 31, 2003
                                                     -----------------            -----------------
                                                                                
James L. Mandel.......   -0-            -0-          450,500          -0-         $94,500         $0
Steven M. Bell........   -0-            -0-           57,166          3,334       $6,500          $0
David Ekman...........   -0-            -0-          150,500          -0-         $0              $0


----------
(1)  Value is  calculated  on the basis of the  difference  between  the  option
     exercise  price and $1.23,  the fair market value of the  Company's  common
     stock at  December  31,  2003 as quoted on the  NASDAQ,  multiplied  by the
     number of shares underlying the option.

OTHER COMPENSATION AND LONG-TERM INCENTIVE PLANS

         The Company has no  long-term  incentive  plans and issued no long-term
incentive awards during 2003.

         The  Company  has  an  employment   agreement  with  Mr.  Steven  Bell,
President,  for the term beginning  January 2002 and expiring December 2004. Mr.
Bell's  compensation  is not directly  tied to the  Company's  performance.  The
agreement  states that annual base salary for Mr. Bell will be between  $125,000
and $135,000 per year. Other key provisions of the contract include an agreement
by Mr.  Bell to keep  confidential  information  secret  both  during  and after
employment  by the Company and covenants not to compete with the Company for one
year from the date of termination of employment.  The contract also provides Mr.
Bell with 75,000 stock options at market price, vested over a three year period.


                                       10


         The Company maintains key man life insurance  policies in the amount of
$1,000,000 each on the lives of Steven Bell and Marvin Frieman, former Director.
The Company is the  beneficiary  of these policies and has adopted a plan to pay
fifty percent of all life insurance proceeds to the spouse or surviving children
of each such individual.

         The Company also has a three year  employment  agreement,  from January
2002 to December 2004, with James L. Mandel,  Chief Executive Officer, the terms
of which involve an annual base salary of $200,000 and a stock option of 300,000
shares at $1.50 per share,  vested over a three year  period.  Mr.  Mandel's job
responsibilities involve developing company business plans, developing expansion
and growth opportunities and directing other executive officers.

PREFERRED STOCK

         In December  1998,  Vicom issued 2,550 shares of Class A Preferred  for
$23,638  and  37,550  shares  of Class B  Preferred  for  $359,893.  The Class B
Preferred was offered to certain note holders at a conversion rate of $10.00 per
share  of  Class B  Preferred.  Each  share of  Class A  Preferred  and  Class B
Preferred is non-voting  (except as otherwise  required by law) and  convertible
into  five  shares  of  common   stock,   subject  to   adjustment   in  certain
circumstances.  Each holder of a share of Class A Preferred or Class B Preferred
has a  five-year  warrant  to  purchase  one share of common  stock at $3.00 per
share, subject to adjustment. During 2001, Vicom issued 67,655 shares of Class A
Preferred for $676,556.

         In June 2000,  Vicom  issued  80,500  shares of Class C  Preferred  for
$805,000.  The Class C  Preferred  was  offered  to  certain  note  holders at a
conversion rate of $10.00 a share. In September 2000, Vicom issued an additional
72,810 shares of Class C Preferred for $728,100. Each share of Class C Preferred
is non-voting  (except as otherwise  required by law) and  convertible  into two
shares of Vicom common stock, subject to adjustment in certain circumstances.

         In November  2000,  Vicom issued 72,500 shares of Class D Preferred for
$490,332. The Class D Preferred was sold to eight accredited investors at $10.00
per share.  Each share of Class D Preferred is  non-voting  (except as otherwise
required by law) and  convertible  into two and one-half  shares of Vicom common
stock, subject to adjustment in certain circumstances.

         In the second quarter of 2002,  Preferred Class D stocks were redeemed;
$100,000 converted to common stock, and $300,000 converted to a Note Payable.

         In the fourth  quarter of 2002,  Vicom issued  70,000 shares of Class E
Preferred  for $700,000,  with $600,000  related to conversion of a note payable
from a Director of the Company into Preferred Stock.

         In the first quarter of 2003,  $72,000 worth of Class C Preferred Stock
was issued to an officer of the Company in a  conversion  of  accounts  payable.
Also in the first quarter of 2003,  $76,500 worth of Class E Preferred Stock was
issued to a member of the Board for his purchase of Multiband assets.

         In the third quarter of 2003 $25,000  worth of Class B Preferred  Stock
was purchased by an accredited investor.

         In addition,  during 2003 $133,100 worth of Class C Preferred Stock was
redeemed.

         The  holders  of the  Class A  Preferred,  Class B  Preferred,  Class C
Preferred,  Class D Preferred  and Class E Preferred  (collectively,  "Preferred
Stock") are entitled to receive,  as and when declared by the Board,  out of the
assets of the Company  legally  available for payment  thereof,  cumulative cash
dividends calculated based on the $10.00 per share stated value of the Preferred
Stock.  The per  annum  dividend  rate is eight  percent  (8%)  for the  Class A
Preferred and ten percent (10%) for the Class B Preferred and Class C Preferred,
fourteen  percent (14%) for the Class D Preferred  and fifteen  percent (15%) in
the Class E Preferred,  to be paid in kind.  Dividends on the Class A Preferred,
Class C Preferred and Class D Preferred are payable  quarterly on March 31, June
30,  September  30,  and  December  31 of each  year.  Dividends  on the Class B
Preferred are payable monthly on the first day of each calendar month. Dividends
on the Preferred Stock accrue  cumulatively on a daily basis until the Preferred
Stock is redeemed or converted.


                                       11


         In the event of any  liquidation,  dissolution  or winding up of Vicom,
the holders of the Class A Preferred  and Class B Preferred  will be entitled to
receive a  liquidation  preference  of $10.50 per share,  and the holders of the
Class C Preferred,  Class D Preferred and Class E Preferred  will be entitled to
receive  a  liquidation   preference  of  $10.00  per  share,  each  subject  to
adjustment. Any liquidation preference shall be payable out of any net assets of
Vicom  remaining  after  payment or provision for payment of the debts and other
liabilities of Vicom.

         Vicom  may  redeem  the  Preferred  Stock,  in whole  or in part,  at a
redemption  price of $10.50 per share for the Class A Preferred  and the Class B
Preferred and $10.00 per share for the Class C Preferred,  Class D Preferred and
Class E Preferred (subject to adjustment,  plus any earned and unpaid dividends)
on not less than  thirty  days'  notice to the holders of the  Preferred  Stock,
provided  that the closing bid price of the common stock exceeds $4.00 per share
(subject  to  adjustment)  for any ten  consecutive  trading  days prior to such
notice.  Upon Vicom's call for  redemption,  the holders of the Preferred  Stock
called for  redemption  will have the option to convert  each share of Preferred
Stock into shares of common  stock until the close of business on the date fixed
for redemption, unless extended by Vicom in its sole discretion. Preferred Stock
not so  converted  will be redeemed.  No holder of  Preferred  Stock can require
Vicom to redeem his or her shares.

RELATED PARTY TRANSACTIONS

         The   following  is  a  summary  of  all   significant   related  party
transactions for the three years ended December 31, 2003.

         Rangeline  Capital is an entity  managed and  co-owned by David  Weiss,
Director. In 2002 and 2003, Rangeline made equipment purchases from the Company.
In  both  years,  those  purchases  comprised  less  than 5% of  Company  annual
revenues.

         Vicom and its subsidiaries lease principal offices located at 2000 44th
Street SW, Fargo,  ND 58013 and 9449 Science Center Drive,  New Hope,  Minnesota
55428.  The Fargo office lease expires in 2017 and covers  approximately  22,500
square feet.  The Fargo base rent ranges from $21,577 to $24,360 per month.  The
New Hope office lease  expires in 2006 and covers  approximately  47,000  square
feet. The New Hope base rent ranges from $16,000 to $17,653 per month.  Both the
New Hope and main Fargo leases have  provisions that call for the tenants to pay
net operating  expenses,  including  property taxes,  related to the facilities.
Both offices  have office,  warehouse  and training  facilities.  The main Fargo
property  is owned in part by David  Ekman.  The New  Hope  property  was  owned
jointly by Steven Bell and Marvin  Frieman prior to its sale in August,  2003 to
an independent third party.

         Interest  and  dividend  expense  paid by Vicom to related  parties was
approximately  $225,966 in 2003,  $228,000  in 2002 and $3,000 in 2001.  Related
parties include the Company's Chairman,  Chief Executive Officer,  President and
the President's mother.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Exchange Act requires  that  directors,  certain
officers of the Company and ten percent  shareholders  file reports of ownership
and changes in ownership with the Securities and Exchange Commission (the "SEC")
as to the Company's securities beneficially owned by them. Such persons are also
required by SEC rules to furnish the  Company  with copies of all Section  16(a)
forms they file.

         Based  solely on its  review of copies of Forms 3 and 4 and  amendments
thereto  furnished  to the  Company  pursuant to Rule  16a-3(e)  and Forms 5 and
amendments  thereto  furnished  to the Company  with  respect to its most recent
fiscal year, and any written representations referred to in Item 405(b)(2)(i) of
Regulation S-K stating that no Forms 5 were required, the Company believes that,
during fiscal year 2003, all Section 16(a) filing requirements applicable to the
Company's officers, directors and ten percent shareholders were complied with.

2.   AMENDMENT TO EMPLOYEE 1999 STOCK COMPENSATION PLAN

         The  Company's   Board  of  Directors  is   recommending   and  seeking
shareholder approval of an amendment to its 1999 Stock Compensation Plan related
to employee  stock  options.  The total  number of shares of stock  reserved for
awards to employees under the Plan is 1.8 million shares. The Company is seeking
to  change  the  total  number of stock  shares  reserved  under the plan to 4.3
million shares.


                                       12


         The purpose of the plan is to promote  the  interest of the Company and
its  shareholders  by providing  employees of the company with an opportunity to
receive a  proprietary  interest in the  Company and thereby  develop a stronger
incentive to contribute to the Company's  continued success and growth. The plan
is administered by a Committee of the Board of Directors. Awards pursuant to the
1999 plan may be in the form of either a  restricted  stock  grant,  which means
that stock issued will vest over a three year vesting period, or stock options.

         Options granted under the Plan may be either  "incentive" stock options
within the  meaning of  Section  422 of the  Internal  Revenue  Code  ("IRC") or
"nonqualified" stock options that do not qualify for special tax treatment under
the IRC. No  incentive  stock  option may be granted  with a per share  exercise
price less than the fair market value of a share of the  Company's  common stock
on the date the  option is  granted;  in the case of any  shareholder  owning 10
percent or more of the common stock to whom an  incentive  stock option has been
granted  under the Plan,  the exercise  price thereof is required to be not less
than 110  percent of the fair market  value of the common  stock on the date the
option is granted.  Options are not  transferable.  An  optionee,  or his or her
personal  representative,  may exercise his or her option for a period of ninety
(90) days following termination of employment,  disability or death. The term of
each option,  which is fixed by the Committee,  may not exceed 10 years from the
date the option is granted,  or 5 years in the case of incentive  stock  options
granted to  shareholder  owing 10  percent  or more of the common  stock to whom
options  have  been  granted.  Options  may be made  exercisable  in whole or in
installments as determined by the Committee or Board. The Committee or Board may
cancel an  option  of an  employee  who has been  terminated  for cause or takes
employment with a competitor. The closing sale price of a share of the Company's
common stock was $1.96 on April 22, 2004.

Federal Income Tax Matters

         Options.  Incentive  stock  options  granted  under  the 1999  plan are
intended  to qualify  for  favorable  tax  treatment  under  Section  422 of the
Internal  Revenue  Code of 1986,  as  amended.  Under  Section  422, an optionee
recognizes no taxable income when the option is granted.  Further,  the optionee
generally  will not recognize any taxable income when the option is exercised if
he or she has at all  times  from the date of the  option's  grant  until  three
months before the date of exercise been an employee of the Company.  The Company
ordinarily  is not  entitled  to any  income  tax  deduction  upon the  grant or
exercise of an incentive stock option.  Certain other favorable tax consequences
may be  available  to the  optionee  if he or she does not dispose of the shares
acquired  upon the  exercise of an  incentive  stock  option for a period of two
years  from the  granting  of the  option  and one year from the  receipt of the
shares.

         Under present law, an optionee  will not realize any taxable  income on
the date a  nonqualified  option is  granted  pursuant  to the 1999  plan.  Upon
exercise of the option,  however,  the optionee must  recognize,  in the year of
exercise,  ordinary income equal to the difference  between the option price and
the fair market  value of the  Company's  common  stock on the date of exercise.
Upon the sale of the  shares,  any  resulting  gain or loss will be  treated  as
capital gain or loss.  The Company  will receive an income tax  deduction in its
fiscal year in which  nonqualified  options are exercised equal to the amount of
ordinary  income  recognized by those  optionees  exercising  options,  and must
withhold income and other employment related taxes on such ordinary income.

         Restricted  Stock  Awards.  Generally,  no  income  is  taxable  to the
recipient of a restricted stock award in the year the award is granted. Instead,
the recipient will recognize  compensation  taxable as ordinary  income equal to
the  fair  market  value  of the  shares  in the  year  in  which  the  transfer
restrictions  lapse.  Alternatively,  if a  recipient  makes a  "Section  83(b)"
election,  the recipient  will, in the year that the  restricted  stock award is
granted,  recognize  compensation  taxable as ordinary  income equal to the fair
market value of the shares on the date of the award.  The Company  normally will
receive  a  deduction  equal to the  amount of  compensation  the  recipient  is
required  to  recognize  as  ordinary  taxable  income,  and  must  comply  with
applicable tax withholding requirements.

3.   AMENDMENT TO 2000 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN

         The  Company's   Board  of  Directors  is   recommending   and  seeking
shareholder  approval of an amendment to its 2000  Non-Employee  Director  Stock
Compensation Plan. The total number of shares reserved for awards under the Plan
is 300,000  shares.  The Company is seeking to change the total  number of stock
shares reserved under the plan to 800,000 shares.


                                       13


         The  purpose  of the 2000  Directors'  Plan is to enable  the  Company,
through the grant of  non-qualified  stock options to  non-employee  ("outside")
Directors  of the  Company,  to  attract  and  retain  highly-qualified  outside
Directors and, by providing them with such a stock-based incentive,  to motivate
them to promote the best interests of the Company and its shareholders.  For the
purposes  of the Plan,  outside  Directors  are  Directors  who,  at the time of
granting of options under the Plan, are not and for the prior twelve months have
not been employees of the Company or any of its subsidiaries.

         All grants will provide for an exercise price equal to 100% of the fair
market  value  of a  Share  at  the  date  of the  grant.  Options  will  become
exercisable approximately one year after date of grant and will expire ten years
after date of grant,  subject to earlier  exercise  and  termination  in certain
circumstances.  If an outside Director ceases to be a Director due to death, any
of his outstanding options that have not yet become exercisable will accelerate,
and all of his outstanding Options will remain exercisable for various specified
periods  of time up to a  maximum  of  approximately  one  year.  If an  outside
Director  ceases  to be a  Director  due  to  disability,  all  of  his  or  her
outstanding options not fully vested will immediately terminate,  and those that
are fully vested will remain  exercisable for various  specified periods of time
up to a maximum of approximately one year. If an outside Director ceases to be a
Director for any other reason,  all of his or her outstanding  options not fully
vested will immediately  terminate,  and those that are fully vested will remain
exercisable for 90 days.

The closing  sale price of a share of the  Company's  common  stock was $1.96 on
April 22, 2004.

Federal Income Tax Matters

         Under present law, an optionee  will not realize any taxable  income on
the date a nonqualified  option is granted pursuant to the 2000 Directors' Plan.
Upon exercise of the option,  however, the optionee must recognize,  in the year
of exercise,  ordinary  income equal to the difference  between the option price
and the fair market value of the Company's common stock on the date of exercise.
Upon the sale of the  shares,  any  resulting  gain or loss will be  treated  as
capital gain or loss.  The Company  will receive an income tax  deduction in its
fiscal year in which  nonqualified  options are exercised equal to the amount of
ordinary  income  recognized by those  optionees  exercising  options,  and must
withhold income and other employment related taxes on such ordinary income.


Equity Compensation Plan Information

         The following table provides  information as of December 31, 2003 about
the Company's equity compensation plans.


                                       14




-------------------------------------------------------------------------------------------------------------------------
                            NUMBER OF SECURITIES TO BE      WEIGHTED AVERAGE         NUMBER OF SECURITIES REMAINING
                              ISSUED UPON EXERCISE OF      EXERCISE PRICE OF       AVAILABLE FOR FUTURE ISSUANCE UNDER
                               OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,    EQUITY COMPENSATION PLANS (EXCLUDING
                                WARRANTS AND RIGHTS       WARRANTS AND RIGHTS      SECURITIES REFLECTED IN COLUMN (a))
-------------------------------------------------------------------------------------------------------------------------
                                        (a)                       (b)                              (c)
-------------------------------------------------------------------------------------------------------------------------
                                                                                        
Equity compensation plans
approved by security
holders                              2,500,000                   $1.81                           842,568
-------------------------------------------------------------------------------------------------------------------------

Equity compensation plans
not approved by security
holders (1)                              0                         0                                0
-------------------------------------------------------------------------------------------------------------------------
           TOTAL                     2,500,000                   $1.81                           842,568
-------------------------------------------------------------------------------------------------------------------------


* The  Company's  Board has the  authority  to grant  options  and  warrants  to
purchase shares of the Company's common stock outside of any equity compensation
plans approved by security holders.

4.   AMENDMENT TO COMPANY'S BYLAWS TO LOWER THE REQUIREMENTS FOR A QUORUM

         The  Company's  current  bylaws  Section 2.04 require a majority of the
votes of the company's  outstanding shares of common stock present or present by
proxy to lawfully hold an annual  meeting  quorum and pass any proposal  related
thereto.   The  Company's  Board  of  Directors  is  recommending   and  seeking
shareholder  approval  to change the  Company's  bylaws  provision  to lower the
requirements  for  an  annual  meeting  quorum  to  34%  of  the  common  shares
outstanding  present or present by proxy,  which is a standard  permitted  under
NASDAQ rules.

         The purpose  behind this  requested  amendment is to make it easier for
the Company to obtain a quorum for  shareholder  meetings and to take actions at
those meetings.  The Company believes official  corporate business that requires
shareholder  approval can be conducted more  efficiently  with this Amendment to
the Company bylaws.

5.  APPROVAL  TO AMEND  THE  COMPANY'S  ARTICLES  OF  INCORPORATION  CHANGE  THE
COMPANY'S NAME FROM VICOM, INCORPORATED TO MULTIBAND CORPORATION

         The Board of Directors is recommending and seeking shareholder approval
of an amendment to the Company's  articles of  incorporation  to change its name
from VICOM, Incorporated to Multiband Corporation.

         The  purpose  of this  requested  amendment  is to  present  consistent
nomenclature and name branding to the  marketplace.  The Company in 2003 already
changed the name of its largest subsidiary to Multiband. The Company, in all its
advertising and marketing efforts, utilizes and promotes the name Multiband.

         Upon  approval of the  amendment,  the Company will  promptly  make the
necessary filings with all governmental and regulatory authorities concerned.

6. APPROVAL TO AMEND THE  COMPANY'S  ARTICLES OF  INCORPORATION  TO INCREASE THE
AUTHORIZED NUMBER OF VICOM COMMON SHARES FROM 50 MILLION TO 100 MILLION

         The Board of Directors  proposes that the Company amend its Articles of
Incorporation to increase the total number of authorized  shares from 50,000,000
to 100,000,000. As of the Record Date, the total number of outstanding shares of
stock was 22,  291,500  shares of common  stock and 239,681  shares of Preferred
Stock.


                                       15


REASONS FOR THE AMENDMENT

         An increase in the total number of  authorized  shares will provide the
shares  needed for  employee  stock plans and  convertible  securities  that are
currently  outstanding,  as  well as  additional  shares  of  common  stock  for
potential growth in the Company. With the increased authorized common stock, the
Company would have greater flexibility in structuring possible future financings
and  acquisitions  and meeting  other  corporate  needs which might  arise.  The
Company has no current  commitments  or plans for the  issuance of common  stock
other than in connection with our stock option plans and convertible securities.
As of April 22,  2004,  the number of  authorized  common  shares  reserved  for
issuance  under  our stock  option  and  employee  stock  purchase  plans is 2.5
million, upon exercise of outstanding warrants is 7,124.438 shares, upon vesting
of outstanding restricted stock is 10,144 shares, upon conversion of outstanding
preferred  stock  (described  above,  page  11) is  1,055,155  shares  and  upon
conversion from a note payable is 988,960 shares. Said note payable is listed as
an exhibit to the Company's Form 8K filed on December 16, 2003. If this proposal
is approved by the  shareholders,  almost 66 million  authorized shares would be
unreserved and available for future issuances.

         The Company may use additional shares to (partially)  finance potential
acquisitions.  In  addition,  the  Company  may  consider  conducting  an equity
offering to raise capital or reduce  existing debt.  Future  issuances of common
stock may have a significant  dilutive effect on the equity interests of current
shareholders.

         Approval of an increase  in the  authorized  number of shares of common
stock generally empowers the directors of the Company to issue additional shares
of common stock without  giving notice to the  shareholders  or obtaining  their
approval,  except  in  certain  circumstances  such as in  connection  with  the
adoption of certain  employee  benefit  plans or the issuance of private  equity
that is subject to the applicable NASDAQ shareholder  approval rules. The NASDAQ
rules  generally  require us to obtain  shareholder  approval  for  issuances of
common stock in connection  with (i) the  acquisition  of another  company if an
officer,  director or significant shareholder has a 5% or greater interest (or a
10% interest  collectively) or the issuance or potential  issuance of stock will
be equal to 20% or more of the  outstanding  shares or voting  power  before the
issuance,  (ii) the sale of common stock in a private transaction if the sale is
equal to 20% or more of the outstanding common stock or voting power and is sold
for less  than the  greater  of book or  market  value of the  stock,  (iii) the
issuance  of  common  stock  that  results  in a change of  control  or (iv) the
adoption of certain stock option or purchase plans or other equity  compensation
arrangements.

         The Company's  proposal to increase the authorized  number of shares of
common  stock is not  submitted  in  response  to any  accumulation  of stock or
threatened  takeover.  However,  the increase in authorized  common stock could,
under certain circumstances,  be construed as having an anti-takeover effect by,
for example, diluting the stock ownership of shareholders and possibly making it
more  difficult to effect a change in the  composition of the Board of Directors
through  the  removal  or  addition  of  directors,  or to  accomplish  a  given
transaction that may be in the shareholders'  interests.  Further,  the dilutive
effect  may limit  the  participation  of  shareholders  in a merger or  similar
business combination,  whether or not management favors such transaction. Except
as noted  below,  the  Company  does not have any  provisions  in its  governing
documents  that  have  an  anti-takeover  effect  nor  does  it  have  plans  to
subsequently implement measures having anti-takeover effects.

         The Company's Articles of Incorporation authorize the issuance of stock
and  authorize  the Board of  Directors to  establish  by  resolution  different
classes or series of shares and fix the rights and  preferences  of such shares.
In the event of a proposed merger, tender offer or other attempt to gain control
of the Company of which the Board does not  approve,  the Board could  create an
additional  series of  preferred  stock with rights and  preferences  that could
impede the completion of such a transaction  and issue such  preferred  stock to
persons who would support the Board in opposing the transaction.  The Board does
not intend to issue any  additional  shares of  preferred  stock except on terms
that the Board  deems to be in the best  interests  of the  Company and its then
existing shareholders.

7.   INDEPENDENT PUBLIC ACCOUNTANTS

         The Audit  Committee had selected  Virchow,  Krause & Company,  LLP, to
audit the  financial  statements  of the  Company for the last fiscal year ended
December  31,  2003.  Virchow,   Krause  has  audited  the  Company's  financial
statements  annually since 2001. Although it is not required to do so, the Board
wishes to submit  the  selection  of  Virchow,  Krause to the  shareholders  for
ratification.  In the event that a majority  of the votes cast are  against  the
ratification, the Audit Committee will reconsider its selection.


                                       16


         FEES BILLED TO THE COMPANY BY VIRCHOW, KRAUSE & COMPANY, LLP DURING
         FISCAL 2003

         The  following  table  details the fees paid to Virchow  Krause for the
years ended December 31, 2003 and 2002.

                                             2003             2002
                                             ----             ----
                Audit Fees                $60,929           $66,181
                Audit-Related Fees          2,150(1)            750(1)
                Tax Fees                   15,000(2)         11,750(2)
                All Other Fees              1,705(3)            155(3)
                                        ---------       -----------
                Total                     $79,784           $78,836
                                        =========       ===========

         (1)  Fees related to review of Form S-3 Filings
         (2)  Fees related to VICOM corporate income tax filings
         (3)  Fees related to miscellaneous research projects

         The Company's Audit committee consists of Frank Bennett, Jonathan Dodge
and Donald Miller.  All three are considered audit committee  financial  experts
independent  from managers.  The Company's  current audit committee  charter has
been filed as exhibit to the annual  report of the Company on Form 10-K that was
filed for the fiscal year ended on December  31,  2003.  The audit  committee is
responsible for engaging the audit firm and fees related to their services.

         The  policy  of  the  Company's   audit  committee  is  to  review  and
pre-approve both audit and non-audit  services to be provided by the independent
auditors (other than with de minimis exceptions  permitted by the Sarbanes-Oxley
Act of 2002).  This duty may be delegated to one or more  designated  members of
the audit  committee  with such  approval  reported to the committee at its next
regularly  scheduled meeting.  Approval of non-audit services shall be disclosed
to investors in periodic  reports  required by section  13(a) of the  Securities
Exchange Act of 1934. Approximately 95 % of the fees paid to Virchow Krause were
pre-approved by the audit committee.

         No  services in  connection  with  appraisal  or  valuations  services,
fairness  opinions  or  contribution-in-kind  reports  were  rendered by Virchow
Krause.  Furthermore,  no work of Virchow  Krause with  respect to its  services
rendered to the Company was performed by anyone other than Virchow Krause.

         It is expected that a representative of Virchow,  Krause & Company, LLP
will be present at this meeting.  The representative will have an opportunity to
make a statement and will be available to respond to appropriate questions.

8.   OTHER MATTERS

         The  management of the Company is unaware of any other matters that are
to be presented  for action at the meeting.  Should any other matter come before
the  meeting,  however,  the  persons  named in the  enclosed  proxy  will  have
discretionary  authority  to vote all  proxies  with  respect to such  matter in
accordance with their judgment.

SHAREHOLDERS PROPOSALS

         Proposals of  shareholders  of the Company  intended to be presented by
such  shareholders at the Company's 2005 Annual Meeting of Shareholders  must be
received by the Company no later than  December 30, 2004, in order that they may
be considered for inclusion in the proxy statement and form of proxy relating to
that meeting.

         Also,  if a shareholder  proposal  intended to be presented at the 2005
Annual  Meeting but not included in the Company's  proxy  statement and proxy is
received  by the Company  after March 15,  2005,  then  management  named in the
Company's  proxy  form for the  2005  Annual  Meeting  will  have  discretionary
authority  to  vote  shares  represented  by  such  proxies  on the  shareholder
proposal,  if presented at the meeting,  without including information about the
proposal in the Company's proxy materials.

Date: May 18, 2004                  By Order of the Board of Directors

Steve Bell
Secretary


                                       17


                               VICOM, INCORPORATED
             PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, JUNE 17, 2004

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. It will be voted on
the matters set forth on this form as  directed  by the  shareholder,  but if no
direction  is made in the space  provided,  it will be voted FOR the election of
all  nominees  to the  Board  of  Directors,  and  FOR the  ratification  of all
proposals submitted herewith to Vicom shareholders.

The undersigned,  a shareholder of Vicom,  Incorporated  (the "Company")  hereby
appoints  James  Mandel  and  Steven  Bell,  and each of them  individually,  as
proxies,  with full power of substitution,  to vote on behalf of the undersigned
the number of shares the  undersigned  is then  entitled to vote,  at the Annual
Meeting of the  Shareholders  of Vicom,  Incorporated to be held at the Radisson
Hotel,  3131 Campus Drive,  Plymouth,  Minnesota  55441 on June 17, 2004 at 3:00
p.m.,  and any  adjournments  or  postponements  thereof  upon matters set forth
below,  with all the powers which the  undersigned  would  possess if personally
present.

Mark, sign and date your proxy card and return it in the  postage-paid  envelope
provided or return it to Vicom,  Incorporated,  c/o Steven  Bell,  9449  Science
Center Drive, New Hope, Minnesota 55428.

1. Election of Directors: [ ] For all nominees listed below (except as marked to
                              the contrary below)

                01 Steven Bell      02 Frank Bennett    03 Jonathan Dodge
                04 David Ekman      05 Eugene Harris    06 James Mandel
                07 Donald Miller    08 David Weiss

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE WRITE THE
NUMBER(S) OF THE NOMINEE(S) IN THE SPACE PROVIDED.) ____________________________

2.   To approve an  amendment to Vicom's    [ ] For   [ ] Against   [ ] Abstain
     1999  Employee  Stock  Compensation
     Plan to increase  the total  number
     of stock shares reserved for awards
     to  employees  under  the Plan from
     1.8 million to 4.3 million.

3.   To approve an  amendment to Vicom's    [ ] For   [ ] Against   [ ] Abstain
     2000  Non-Employee  Director  Stock
     Compensation  Plan to increase  the
     total   number   of  stock   shares
     reserved  for  awards to  Directors
     under  the  Plan  from  300,000  to
     800,000.

4.   To approve an  amendment to Vicom's    [ ] For   [ ] Against   [ ] Abstain
     bylaws to lower the  percentage  of
     the  outstanding  shares  needed to
     achieve a quorum for a  shareholder
     meeting from 50.1% to 34%.

5.   To  approve  an  amendment  to  the    [ ] For   [ ] Against   [ ] Abstain
     Company's Articles of Incorporation
     to change the  Company's  name from
     VICOM,  Incorporated  to  Multiband
     Corporation.

6.   To approve an  amendment to Vicom's    [ ] For   [ ] Against   [ ] Abstain
     Articles   of    Incorporation   to
     increase the authorized For Against
     Abstain number of Vicom shares from
     50 million to 100 million.

7.   To ratify the  election of Virchow,    [ ] For   [ ] Against   [ ] Abstain
     Krause    &    Company,    LLP   as
     independent auditors of the Company
     for Fiscal Year 2003.

THE BOARD OF DIRECTORS  RECOMMENDS A VOTE IN FAVOR OF ALL PROPOSALS CONTAINED IN
THIS PROXY.

Address Change? Mark Box [ ]   The undersigned hereby revokes all previous
Indicate changes below:        proxies relating to the shares covered hereby and
                               acknowledge receipt of the Notice and Proxy
                               Statement relating to the Annual Meeting.

                               Dated:                          , 2004
                                     --------------------------

                               Signature(s) in Box
                               (SHAREHOLDERS MUST SIGN EXACTLY AS THE NAME
                               APPEARS AT LEFT, WHEN SIGNED AS A CORPORATE
                               OFFICER, EXECUTOR, ADMINISTRATOR, TRUSTEE,
                               GUARDIAN, ETC., PLEASE GIVE FULL TITLE AS SUCH.
                               BOTH JOINT TENNANTS MUST SIGN.)


                                       18