PROMISSORY NOTE  Fixed or Variable Rate  Commercial    REVOLVING   Date of Note
                                                                   12/07/1998

         DEBTOR'S NAME(S)                   LENDER'S NAME AND ADDRESS
_______________________________________________________________________________

TOWER TECH, INC.                            People First Bank
                                                     Edmond
                                                     PO Box 5258
                                                     Enid, OK 73702
_______________________________________________________________________________

         DEBTOR'S ADDRESS
11935 S. I-44 Service Road
Oklahoma City, OK 73173
_______________________________________________________________________________

NOTE NUMBER:     MATURITY DATE:            PRINCIPAL AMOUNT:    CUSTOMER NUMBER:
124436           January 07, 2000          $4,000,000.00        10066566

OFFICER: SOCIAL SECURITY NUMBER:    360 DAY  X      VARIABLE RATE  X
DRB             73-1210013

PRESENT INDEX RATE                    7.750      VARIABLE INDEX RATE:
MARGIN OVER INDEX RATE                1.500      Wall Street Prime
INITIAL PER ANNUM RATE                9.250

PURPOSE FOR LOAN:
MARLOC FOR WORKING CAPITAL

NEW LOAN  X                COLLATERAL CATEGORIES:
                           ACCOUNTS RECEIVABLE, INVENTORY, GENERAL INTANGIBLES

PAYMENT TERMS:
     Accrued  interest due and payable  monthly,  beginning  January 07,1999 and
monthly  thereafter,  with  outstanding  principal  balance plus unpaid  accrued
interest due and payable January 07, 2000.

** Default:  See Attached Exhibit "A" for additional provisions.

** Collateral:  See Attached Exhibit "A" for additional provisions.

     PROMISE TO PAY. For value received,  the undersigned Debtor, whether one or
more,  and jointly and  severally if more than one,  agrees to the terms of this
Note and  promises to pay to the order of the Lender named above at its place of
business as indicated in this Note or at such other places as may be  designated
in writing by Lender,  the Principal  Amount of this Note together with interest
on the unpaid  Principal Amount until Maturity at the per annum interest rate or
rates  stated  above and  according  to the Payment  Terms  stated in this Note.
Interest on this Note is  calculated  on the actual  number of days elapsed on a
basis of a 360 or 365 day year,  as indicated  above.  For purposes of computing
interest and determining the date principal and interest  payments are received,
all payments will be deemed made only when received in collected funds. Payments
are applied first to accrued and unpaid interest and other charges,  and then to
unpaid Principal Amount. In this Note,  "Debtor" includes any party liable under
this  Note,  including  endorsers,  co-makers,  guarantors  and  otherwise,  and
"Lender" includes all subsequent holders.

     VARIABLE RATE. If this is a Variable Rate  transaction as indicated  above,
the interest rate shall vary from time to time with changes  (whether  increases
or decreases) in the Index Rate shown above. The interest rate on this Note will
be the Index Rate plus a Margin,  if any, as indicated  above.  Each change will
become  effective  on the same date the index Rate  changes  unless a  different
effective date is indicated  above.  If the Index Rate is Lender's base or prime
rate, it is determined by Lender in its sole discretion, primarily on a basis of
its cost of funds,  is not  necessarily  the lowest rate Lender is charging  its
customers, and is not necessarily a published rate.

     PAYMENTS NOT MADE WHEN DUE. Any principal  and/or  interest amount not paid
when due shall bear  interest at a rate 6 percent per annum greater than the per
annum  interest rate  prevailing on this Note at the time the unpaid amount came
due, but in no event at a rate less than 15 percent per annum. In addition or in
the  alternative to the interest rate provided for in this paragraph  Lender may
assess a charge of $10.00  times the  number of days late to cover  cost of past
due notices and other added  expenses.  In no event shall the interest  rate and
related  charges  either before or after  maturity be greater than  permitted by
law

     ALL PARTIES  PRINCIPAL.  All Debtors  shall each be regarded as a principal
and each Debtor  agrees  that any Debtor,  with  Lender's  approval  and without
notice to any other Debtor,  may from time to time renew this Note or consent to
one or more  extensions  or deferrals of the Maturity Date for any term(s) or to
any other modification(s), and all Debtors shall be liable in same manner as the
original Note.

     ADVANCES AND PAYMENTS. It is agreed that the sum of all advances under this
Note may exceed the  Principal  Amount as shown  above,  but the unpaid  balance
shall never  exceed said  Principal  Amount.  Advances and payments on this Note
shall be  recorded  on records of Lender and such  records  shall be prima facie
evidence of such advances,  payments and unpaid  principal  balance.  Subsequent
advances  and the  procedures  described  in this Note shall not be construed or
interpreted as granting a continuing line of credit for Principal Amount. Lender
reserves  the right to apply any  payment by Debtor,  or for  account of Debtor,
toward this Note or any other obligation of Debtor to Lender.

     PREPAYMENT.  Except as otherwise  provided in this Note,  Debtor shall have
the right to prepay all or any part of principal due under this Note at any time
without penalty,  subject to the following conditions:  (a) all interest must be
paid  through  the date of any  prepayment;  and (b) if this Note  provides  for
monthly or other periodic payments, there will be no changes in the due dates or
amounts following any partial prepayment unless Lender agrees to such changes in
writing.

     COLLATERAL.  This Note and all  other  obligations  of  Debtor  to  Lender,
including  renewals and extensions,  are secured by al collateral  securing this
Note and by all other  security  interests  and  mortgages  previously  or later
granted to Lender and by all money,  deposits  and other  property  owned by any
Debtor and in Lender's possession or control.

     ACCELERATION.  At option of Lender, the unpaid balance of this Note and all
other obligations of Debtor to Lender,  whether direct or indirect,  absolute or
contingent,  now existing or later  arising,  shall become  immediately  due and
payable  without notice or demand,  upon or after the occurrence or existence of
any of the following events or conditions: (a) Any payment required by this Note
or by any other note or  obligation of Debtor to Lender or to others is not made
when  due,  or any  event  of  condition  occurs  or  exists  which  results  in
acceleration  of the maturity of any Debtor's  obligation to Lender or it others
is not made when due, or any event of condition  occurs or exists which  results
in  acceleration  of the  maturity of any  Debtor's  obligation  to Lender or to
others under any promissory note, agreement or undertaking;  (b) Debtor defaults
in performing any covenant,  obligation,  warranty or provision contained in any
loan  agreement or in any  instrument  or document  securing or relating to this
Note or any other note or obligation  of Debtor to Lender or to others;  (c) any
warranty,  representation,  financial information or statement made or furnished
to Lender by or on behalf of Debtor  proves to have been  false in any  material
respect when made or furnished; (d) any levy, seizure, garnishment or attachment
is made against any asset of any Debtor; (e) Lender determines,  at any time and
in  Lender's  sole  discretion,  that the  prospect  of  payment of this Note is
impaired; (f) whenever, in Lender's sole judgement,  the collateral for the debt
evidenced  by  this  Note  becomes  unsatisfactory  or  insufficient  either  in
character  or value  and,  upon  request,  Debtor  fails to  provide  additional
collateral as required by Lender;  (g) all or any part of the collateral for the
debt evidenced by this Note is lost, stolen, substantially damaged or destroyed;
(h) death, incompetency,  dissolution, change in ownership or senior management,
or termination  of existence of any Debtor;  or (I) a receiver is appointed over
all or part of any Debtor's property,  or any Debtor makes an assignment for the
benefit of creditors,  files for relief under any bankruptcy or insolvency laws,
or becomes subject to an involuntary proceeding under such laws.

     RIGHT OF OFFSET.  Except as otherwise  restricted by law, any  indebtedness
due from Lender to Debtor, including, without limitation, any deposits or credit
balances  due from  Lender,  is pledged  to secure  payment of this Note and any
other obligation to Lender of Debtor, and may at any time while the whole or any
part of such obligation(s)  remain(s) unpaid, either before or after Maturity of
this Note, be set off, appropriated,  held or applied toward the payment of this
Note or any other obligation to Lender by an Debtor.

     ADDITIONAL  PROVISIONS.  (1) Debtor  agrees,  if  requested,  to furnish to
Lender  copies of income  tax  returns  as well as  balance  sheets  and  income
statements  for each fiscal  year  following  Date of Note and at more  frequent
intervals as Lender may require. (2) No waiver by Lender of any payment or other
right under this Note or any related agreement or documentation shall operate as
a waiver of any other payment or right. All Debtors waive presentment, notice of
acceleration,  notice of dishonor  and  protest  and  consent to  substitutions,
releases and failure to perfect as to collateral and to additions or releases of
any  Debtor.  (3)  This  Note  and  the  obligations  evidenced  by it are to be
construed  and governed by the laws of the state  indicated in Lender's  address
shown in this Note. (4) All Debtors agree to pay costs of collection, including,
as allowed by law, an  attorney's  fee equal to a minimum of 15% of all sums due
upon  default or such other  maximum  feel as  allowed by law.  (5) All  parties
signing below  acknowledge  receiving a completed  copy of this Note and related
documents,  which contain the complete and entire  agreement  between Lender and
any  party  liable  for  payment  under  this  Note.  No  variation,  condition,
modification,  change, amendment,  extension or renewal(collectively referred to
as a "Revision")  of this Note or related  documents  shall be binding unless in
writing and signed by Lender and Debtor.  If there is more than one Debtor,  any
Debtor may agree to a Revision of this Note and/or  related  documents,  and all
Debtors agree to be bound by such Revision.  No legal relationship is created by
the  execution  of this Note and  related  documents  except  that of debtor and
creditor or as stated in writing.

                                               DEBTOR'S SIGNATURE(S)

                                               TOWER TECH, INC.

                                               ss/CHARLES WHITSITT
                                               ----------------------

                                               Charles Whitsitt,
                                               Chief Financial Officer