Abstract: A device for facilitating intra-tissue observation and/or manipulation includes an outer sleeve having a first end and a second end and an inner sheath member adapted for insertion into the second end, wherein the first end is a penetration end adapted to move tissue away from the penetration end. A preferred embodiment of the penetration end includes a hollow cone adapted to expand and retract upon axial movement of the inner sheath such that expansion of the penetration end moves tissue away from the first end to form an open operating area. The inner sheath member includes a scope, such as an optically based telescope, for visually observing an area proximate the first end. A pronged grip device secures the outer sleeve about the opening. The pronged grip device includes adjustable prongs which are axially slidable along the outer sleeve and radially contractible to substantially form an airtight seal between the outer sleeve and the opening.