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                                                                     EXHIBIT 4.5

                      LIQUIDATION PROCEEDS PROMISSORY NOTE
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   U.S. $ 750,000.00                                           January 31, 2002
                                                               Oklahoma City, OK


           1. Borrower's Promise To Pay. FOR VALUE RECEIVED, The Tower Tech,
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Inc. Liquidating Trust (referred to herein as the "Borrower") jointly and
severally promises to pay GOLD BANK, an Oklahoma banking corporation (herein
"Note Holder," which term shall be deemed to include any subsequent holder of
this Note), or order, at P.O. Box 721660, Oklahoma City, Oklahoma 73172-1660,
Attn: Ralph T. Fredrickson, Executive Vice President, or such other place as the
Note Holder may designate in writing, the principal sum of Seven Hundred Fifty
Thousand and No/100 Dollars (U.S. $750,000.00), or so much thereof as shall be
disbursed hereunder, together with interest on the unpaid principal balance as
hereinafter set forth. This Note is issued pursuant to that certain Post
Bankruptcy Amended and Restated Loan Agreement between Borrower and Note Holder
dated the same date as this Note (the "Loan Agreement"). Unless otherwise
defined in this Note or unless otherwise required by the context of this Note,
capitalized terms used in this Note will have the meanings ascribed to those
terms in the Loan Agreement. Advances hereunder will be made pursuant to the
terms of the Loan Agreement and may involve the readvancement of sums previously
paid pursuant to a revolving line of credit. This Note is an amendment,
restatement, renewal and replacement of, and in substitution for but not in
repayment of previous promissory notes from Borrower to Note Holder as more
specifically described in the Loan Agreement.

           2. Interest. As used herein, the term "Prime Rate" will mean the per
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annum rate of interest (expressed as a percentage) designated as the "Prime
Rate" (in the "Money Rates" section) as published in the most recent issue of
The Wall Street Journal. If more than one Prime Rate is designated in The Wall
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Street Journal, then the Index Rate will be the highest rate so designated.
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              2.1 Interest Rate Prior to Maturity. This Note shall bear
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interest at the Prime Rate plus two percent (2%) per annum during the first
twelve (12) months following the Effective Date as defined in the Loan
Agreement. Beginning on the first day of the thirteenth month after the
Effective Date, the interest rate shall then increase once each month on the
first day of each month by an additional one-quarter percent (1/4%) per annum
until this Note is paid in full. However, in no event, will the interest rate be
less than seven percent (7%) per annum or greater than fourteen and one-half
percent (14.5%) per annum.

              2.2 Adjustments In Rate. The interest rate under this Note will
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be adjusted effective on the date of any adjustment in the Prime Rate.

              2.3 Postmaturity Rate; Interest Computation. After maturity (as
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scheduled, pursuant to acceleration, or otherwise) the unpaid balance of this
Note will bear interest at the rate of five percent (5.0%) above the non-default
rate existing at the time of the Event of Default but in no event less than
fifteen percent (15%) per annum. (the "Default Rate"). Interest will be computed
on a per diem basis over the actual number of days elapsed, including the date
of disbursement and the date of repayment, based on a 365-day year and the
actual number of days in a month.

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               2.4 Substitution of Prime Rate. If the Prime Rate as described
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above is not available at any time, then the Note Holder will select an
alternate reference or index based on comparable information to use as the Prime
Rate hereunder. The Note Holder will notify Borrower of the new Prime Rate.

          3.   Payments. The principal of, and interest on, this Note will be
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paid as follows:

               3.1 Interest Only. The Borrower shall make monthly interest
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payments of all accrued interest on this Note. The first interest payment shall
be due on the first day of the second month following the Effective Date and an
interest payment shall be due on the first day of each month thereafter until
this Note is paid in full.

               3.2 Mandatory Principal Payments. Borrower shall be required to
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make mandatory principal and other payments under this Note as required under
the Loan Agreement.

               3.3 Final Payment. The principal and all accrued unpaid interest
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and other sums due under this Note shall be completely due and payable on
October 15, 2002.

               3.4 Payments Due on Non-Business Days. In the event any payment
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hereunder becomes due on a day that is not a regular business day of the Note
Holder, the due date of such payment will be extended to the next succeeding
business day of the Note Holder and interest will accrue during the interim.

          4.   Default; Actions Relating To Note. If any installment or other
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payment required under this Note is not paid when due, and such default is not
cured within five (5) days after the due date of such payment, the entire
principal amount outstanding hereunder and all accrued unpaid interest and other
charges hereunder shall at once become due and payable, at the option of the
Note Holder. The Note Holder may exercise this option to accelerate during any
Event of Default (as defined in the Loan Agreement) regardless of any prior
forbearance. In the event of any default in the payment of this Note and
referral of the same to an attorney at law for collection (whether or not suit
is instituted), or the establishment or collection of any sums evidenced by this
Note through any bankruptcy, probate, receivership, reorganization, arrangement
or other judicial proceedings, or if any action at law or in equity is brought
with respect hereto, Borrower shall pay the Note Holder all its expenses and
costs incurred in connection therewith, including, without limitation, the
reasonable fees and disbursements of the Note Holder's attorneys, and any costs,
expenses and attorney's fees incurred in connection with appellate proceedings.
After any default under this Note or the Loan Agreement, the Note Holder may
accept any partial payment of the sums then due under this Note or the Loan
Agreement without prejudice to its right to collect the balance of the sums then
due and to enforce this Note and the Loan Agreement.

          5.   Late Charge. If any installment under this Note is not received
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by the Note Holder within five (5) days after the installment is due, Borrower
shall pay to the Note Holder a late charge equal to five percent (5%) of such
installment for the purpose of defraying the additional costs and expenses of
collection, it being impracticable or extremely difficult to fix the actual
costs and expenses to the Note Holder occasioned thereby. Such late charges
shall be immediately due and payable without demand by the Note Holder, and
payment thereof shall, at

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the Note Holder's option, be a condition precedent to curing any default
hereunder. The Note Holder's acceptance of subsequent installments without
having received any accrued late charges will not waive the Note Holder's right
to collect such late charges at any time thereafter, including if applicable,
upon maturity of this Note. During the existence of any default, the Note Holder
may apply payments received on any amount due hereunder or under the Loan
Agreement, as the Note Holder may determine in its discretion. No late charges
will be assessed after maturity of this Note, whether by acceleration, as
scheduled, or otherwise.

          6. Consents. From time to time, the Note Holder may take any Permitted
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Action, as hereinafter defined, (a) without affecting the obligation of
Borrower, or the successors or assigns of Borrower, if any, to pay the sums
evidenced by this Note and to observe and perform the covenants of Borrower
contained in this Note or the Loan Agreement, (b) without giving notice to or
obtaining the consent of Borrower, Borrower's successors or assigns, and (c)
without liability on the part of the Note Holder. As used herein the following
shall constitute "Permitted Actions":

             (i)   the extension of time for payment of any principal, interest
                   or other sums due under this Note or the Loan Agreement;

             (ii)  the acceptance of partial payments;

             (iii) the granting of any indulgences, leniencies or waivers;

             (iv)  the release of any person or entity obligated to pay any
                   sums evidenced hereby;

             (v)   the joinder with Borrower or Borrower's successors or
                   assigns, in the modification of any of the terms of this
                   Note or the Loan Agreement;

             (vi)  the acceptance of an amended, restated, renewal and/or
                   substitute promissory note as evidence of the indebtedness
                   evidenced hereby; or

             (vii) the release of any or all collateral securing payment of
                   this Note.

          7. Waivers; Liability. Except as otherwise specifically provided
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herein, presentment, demand, notice of demand, notice of nonpayment or dishonor,
protest, and notice of protest are hereby waived by all makers, sureties and
guarantors hereof. Each party who is now or may hereafter become liable hereon
as a surety or guarantor, to the extent not prohibited by law, waives the
benefit of any law or rule of law intended for its advantage or protection as an
obligor hereunder or providing for its release or discharge from liability
hereon, in whole or in part, on account of any facts or circumstances other than
payment in full of all amounts due hereunder. This Note shall be the joint and
several obligation of all makers, sureties and guarantors, and shall be binding
upon them and their heirs, personal representatives, successors and assigns.

          8. Cross-Default with Loan Agreement. A default under the Loan
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Agreement will constitute a default under this Note, and if such default is not
cured within any applicable grace

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or cure period stated therein, the Note Holder will be entitled to terminate its
obligations under the Loan Agreement, accelerate the entire indebtedness
evidenced by this Note and enforce this Note and the Loan Agreement.

           9.  Miscellaneous. This Note shall be governed by the law of the
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State of Oklahoma. Borrower expressly states that this Note is made for a
business purpose. In the event any provision contained in this Note conflicts
with applicable law, such conflict shall not affect other provisions of this
Note that can be given effect without the conflicting provisions. To this end
the provisions of this Note are declared to be severable. It is not the intent
of the Note Holder to collect interest or other loan charges in excess of the
maximum amount permitted by the laws of Oklahoma. if interest or other loan
charges collected or to be collected by the Note Holder exceed any applicable
permitted limits then (a) any such interest or other loan charge shall be
reduced by the amount necessary to reduce the interest or other loan charge to
the permitted limit, and (b) any sums already collected from Borrower which
exceeded permitted limits will be refunded to Borrower. The Note Holder may
choose to make such refund by reducing the principal balance of this Note or by
making a direct payment to Borrower. If a refund is made by reducing the
principal, the reduction will be treated as a partial prepayment.

           10. Notices. Any notice or other communication to Borrower or the
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Note Holder required or authorized herein shall be sufficient if made in writing
and either (a) delivered personally or by messenger or a nationally recognized
overnight courier service, (b) sent postage prepaid by express mail or first
class certified mail, return receipt requested, or (c) sent by facsimile or
other similar means of rapid transmission and confirmed by mailing written
confirmation thereof (as provided in clause (b) above) at substantially the same
time as such rapid transmission. The effective date of any notice shall be the
date of delivery of the notice, if by personal delivery, messenger or courier
service, or facsimile, or if mailed, on the date upon which the express mail
receipt or the return receipt is signed or delivery is refused or the notice is
designated by the postal authorities as not deliverable, as the case may be.
Borrower hereby designates the address set forth below as its notice address
under this Note. Either party may change its notice address by written notice to
the other as provided above; however, no such change shall be effective until
received by the other party.

           11. Advances. This Note evidences a revolving credit facility.
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Advances under this Note may be made from time to time pursuant to and subject
to the terms of the Loan Agreement. The Note Holder's records of advances and
payments and interest accruing hereunder shall be prima facie evidence of the
amounts owing hereunder; subject, however, to evidence of disbursements and
payments that Borrower may present.

           Executed and delivered as of the date first above written.

                      "Borrower":        THE TOWER TECH, INC. LIQUIDATING TRUST

                                         By: ________________________
                                             Name:  David R. Payne
                                             Title: Liquidation Agent

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Borrower's Notice Address:
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Attn:    David R. Payne, Liquidation Agent
         119 N. Robinson, Suite 400
         Oklahoma City, OK 73102

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