<PAGE>

                                                                     Exhibit 4.2

                      POST BANKRUPTCY AMENDED AND RESTATED
                                 LOAN AGREEMENT

        THIS AGREEMENT is made and entered into as of this 31st day of January,
2002, by and among Tower Tech, Inc., (the "Borrower" and "Guarantor"), The Tower
Tech, Inc. Liquidating Trust (the "Trust" as defined in paragraph 2.2.41) and
Gold Bank formerly known as People First Bank (the "Bank").

                              W I T N E S S E T H:

        NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Bank and the Borrower covenant and agree as follows:

1.  RECITATIONS.

                1.1     Loan Documents. The Borrower is indebted to the Bank
                        --------------
        pursuant to a promissory note dated April 23, 1999 in the original
        principal amount of $6,500,000.00 (the "Note") executed and delivered in
        connection with an Amended and Restated Loan Agreement of even date with
        the Note by and between the Borrower, Harold D. Curtis ("Curtis") and
        the Bank (the "Loan Agreement"). The Note is secured by, among other
        things, a Security Agreement executed by Borrower in favor of Bank and
        dated of even date with the Note (the "Security Agreement") the
        guarantee of Curtis of even date with the Note (the "Guaranty").

                1.2     First Loan Modification Agreement. The Borrower, Curtis
                        ---------------------------------
        and Bank entered into a Loan Modification Agreement dated effective as
        of April 3, 2000 (the "First Loan Modification Agreement"), amending and
        modifying the Loan Documents as provided therein, including, without
        limitation, amending the maturity date of the Note to June 1, 2000.

                1.3     Second Loan Modification Agreement.The Borrower, Curtis
                        ----------------------------------
        and Bank entered into a Second Loan Modification Agreement dated
        effective as of June 1, 2000 (the "Second Loan Modification Agreement"),
        amending and modifying the Loan Documents as provided therein,
        including, without limitation, amending the maturity date of the Note to
        June 26, 2000.

                1.4     First Forbearance Agreement. The Borrower, Curtis and
                        ---------------------------
        Bank have entered into a Forbearance Agreement dated June 27, 2000 (the
        "First Forbearance Agreement") whereby the Bank agreed to forbear from
        exercising certain of its rights and remedies under the Loan Documents
        for a period ending on July 6, 2000 in reliance upon the covenants,
        representations, and warranties of Borrower and Curtis contained in the
        First Forbearance Agreement.

<PAGE>

                  1.5   Amended and Restated Forbearance Agreement. The
                        ------------------------------------------
        Borrower, Curtis and Bank entered into an Amended and Restated
        Forbearance Agreement dated July 13, 2000 (the "Amended and Restated
        Forbearance Agreement") amending and restating the terms and provisions
        of the First Forbearance Agreement whereby the Bank agreed to forbear
        from exercising certain of its rights and remedies under the Loan
        Documents for a period ending on August 3, 2000 in reliance upon the
        covenants, representations, and warranties of Borrower and Curtis
        contained in the Amended and Restated Forbearance Agreement.

                1.6     Second Amended and Restated Forbearance Agreement. The
                        -------------------------------------------------
        Borrower, Curtis and Bank entered into a Second Amended and Restated
        Forbearance Agreement dated effective August 3, 2000 (the "Second
        Amended and Restated Forbearance Agreement") amending and restating the
        terms and provisions of the Amended and Restated Forbearance Agreement
        whereby the Bank agreed to forbear from exercising certain of its rights
        and remedies under the Loan Documents for a period ending on September
        7, 2000 in reliance upon the covenants, representations, and warranties
        of Borrower and Curtis contained in the Second Amended and Restated
        Forbearance Agreement.

                1.7     Third Amended and Restated Forbearance Agreement. The
                        ------------------------------------------------
        Borrower, Curtis and Bank entered into a Third Amended and Restated
        Forbearance Agreement dated effective September 15, 2000 (the "Third
        Amended and Restated Forbearance Agreement") amending and restating the
        terms and provisions of the Second Amended and Restated Forbearance
        Agreement whereby the Bank agreed to forbear from exercising certain of
        its rights and remedies under the Loan Documents for a period ending on
        October 31, 2000 in reliance upon the covenants, representations, and
        warranties of Borrower and Curtis contained in the Third Amended and
        Restated Forbearance Agreement.

                1.8     Fourth Amended and Restated Forbearance Agreement. The
                        -------------------------------------------------
        Borrower, Curtis and Bank entered into a Fourth Amended and Restated
        Forbearance Agreement dated effective October 31, 2000 (the "Fourth
        Amended and Restated Forbearance Agreement") amending and restating the
        terms and provisions of the Third Amended and Restated Forbearance
        Agreement whereby the Bank agreed to forbear from exercising certain of
        its rights and remedies under the Loan Documents for a period ending on
        November 10, 2000 in reliance upon the covenants, representations, and
        warranties of Borrower and Curtis contained in the Fourth Amended and
        Restated Forbearance Agreement.

                1.9     Fifth Amended and Restated Forbearance Agreement. The
                        ------------------------------------------------
        Borrower, Curtis and Bank entered into a Fifth Amended and Restated
        Forbearance Agreement dated effective November 10, 2000 (the "Fifth
        Amended and Restated Forbearance Agreement") amending and restating the
        terms and provisions of the Fourth Amended and Restated Forbearance
        Agreement whereby the Bank agreed to forbear from exercising certain of
        its rights and remedies under the Loan Documents for a period ending on
        December 8, 2000 in reliance upon the covenants, representations, and
        warranties of Borrower and Curtis contained in the Fifth Amended and
        Restated Forbearance Agreement.

                1.10    The Borrower's Bankruptcy.On December 19, 2000, the
                        -------------------------
        Borrower filed its Chapter 11 bankruptcy petition (the "Petition") and
        an Order for Relief was entered. The Borrower continues to retain
        possession of its property and operate its business as debtor in
        possession pursuant to (S)(S)1107 and 1108 of the Bankruptcy Code (the
        "Code").

                                       2

<PAGE>

                1.11    The Cash Collateral Order. On January 10, 2001, the
                        -------------------------
        Court entered an Order Approving Stipulation Allowing for Debtor's Use
        of Cash Collateral.

                1.12    The Chapter 11 Plan. On July 20, 2001, the Borrower
                        -------------------
        filed its Plan of Reorganization in its Chapter 11 bankruptcy proceeding
        (the "Plan"). The Plan was confirmed by the United States Bankruptcy
        Court for the Western District of Oklahoma (the "Bankruptcy Court") on
        November 20, 2001. This Agreement is being entered into pursuant to the
        confirmed Plan as described and required therein.

                1.13    This Agreement as Amendment. This Agreement is intended
                        ---------------------------
        to and shall modify, restate and amend all prior Loan Documents. To the
        extent unmodified by this Agreement, however, the terms and provisions
        of the prior Loan Documents shall remain in full force and effect.

2.          DEFINITIONS.
            -----------

                2.1     Terms Previously Defined. Except as otherwise
                        ------------------------
        specifically set forth, the terms defined in the Recitals to this
        Agreement shall have the same meaning when used hereinafter.

                2.2     Certain Definitions. As used in this Agreement, the
                        -------------------
        following terms shall have the meanings indicated below, unless the
        context otherwise requires, and the singular shall include the plural
        and vice-versa:

                      2.2.1  Advances shall mean the revolving loans or monies
                             --------
            loaned pursuant to the Restructured Working Capital Note as provided
            in paragraph 4.1.1, the Liquidation Proceeds Note as provided in
            paragraph 4.1.3, or the Trust Note as provided in paragraph 4.1.4,
            and including that portion of the Indebtedness attributed to either
            such note.

                      2.2.2  Affiliate shall mean, with respect to the Borrower,
                             ---------
            any person, corporation, partnership, limited liability company or
            association which owns or controls more than 10% of the issued and
            outstanding capital stock of the Borrower at any time, or any
            corporation, partnership or association in which Borrower owns or
            controls more than 10% of the issued and outstanding capital stock,
            partnership interest or other ownership interest.

                      2.2.3  Agreement and such terms as "herein," "hereof,"
                             ---------
            "hereby," "hereunder," and the like shall mean and refer to this
            Amended and Restated Loan Agreement, together with any and all
            exhibits attached hereto and any all supplements, modifications or
            amendments hereto.

                      2.2.4  Aggreko Royalty shall mean that certain account
                             ---------------
            receivable and any other monies owed to Borrower by Aggreko Inc., a
            Louisiana corporation.

                      2.2.5  Bank's Core Collateral. The term "Bank's Core
                             ----------------------
            Collateral" means the Collateral as defined in paragraph 3.2 herein
            that is not included in the Bank's

                                       3

<PAGE>

            Non-Core Collateral. Generally, the Bank's Core Collateral includes
            Collateral necessary for the efficient operation of Borrower, as
            determined by Borrower's management on or before the Effective Date
            under the Plan.

                      2.2.6  Bank's Non-Core Collateral. The term "Bank's
                             --------------------------
            Non-Core Collateral" means the Collateral, as defined in paragraph
            3.2 herein, that is determined not to be in the Bank's Core
            Collateral, such as pre-Petition accounts receivables, Regrind
            Inventory and Excess Inventory.

                      2.2.7  Base Rate shall mean that fluctuating annual rate
                             ---------
            of interest published in the Money Rates Section of the Wall Street
                                                                    -----------
            Journal, from time to time, as the "Prime Rate."
            -------

                      2.2.8  Borrowing Base shall mean, as of any particular
                             --------------
            date, the sum of 75% of Eligible Receivables, 50% of Eligible
            Inventory, 100% of cash owned by the Borrower and deposited with the
            Bank or its affiliates, and 100% of obligations of the United States
            Government or its agencies that are owned by the Borrower and are on
            deposit with the Bank or its affiliates (the "Borrowing Base
            Assets"). However, Borrowing Base Assets other than Eligible
            Inventory shall always equal or exceed 50% of the total Borrowing
            Base. For purposes of calculating the Borrowing Base, an item may
            not constitute both cash and an Eligible Receivable and shall be
            designated as one or the other on the day that each Borrowing Base
            Certificate and Compliance Statement is provided to the Bank.

                      2.2.9  Borrowing Base Certificate and Compliance Statement
                             ---------------------------------------------------
            shall mean the Borrowing Base Certificate Compliance Statement in a
            form substantially similar to that form used by the Borrower and
            submitted to the Bank prior to this Agreement but including
            disclosures and calculations necessary to demonstrate compliance
            with the terms, financial covenants and other requirements of this
            Agreement.

                      2.2.10 Borrower's Security Agreement shall mean the
                             -----------------------------
            Security Agreement and any other security agreement executed and
            delivered by Borrower to Bank in connection with the confirmation of
            the Plan and this Agreement.

                      2.2.11 Business Day shall mean that portion of any day,
                             ------------
            other than a Saturday, a Sunday or a legal holiday for commercial
            banks under the laws of the United States, during which the Bank is
            open for substantially all of its normal banking functions.

                      2.2.12 Cash Collateral Orders shall mean the Orders of the
                             ----------------------
            U.S. Bankruptcy Court for the Western District of Oklahoma in Case
            No. 00-20285-TS providing the Borrower with permission to use cash
            collateral such as the one entered on January 10, 2001 and any other
            order providing the Bank with pre- or post-Petition liens on assets
            of the Borrower.

                                       4

<PAGE>

                      2.2.13  Closing Date shall mean the time and date, as
                              ------------
            provided in paragraph 4.12, on which the Loan Documents are executed
            and delivered by the appropriate parties thereto.

                      2.2.14  Code shall mean the Uniform Commercial Code of the
                              ----
            State of Oklahoma, as the same may from time to time be in effect.

                      2.2.15  Collateral shall mean and refer to the items of
                              ----------
            collateral described in paragraph 3.2 of this Agreement.

                      2.2.16  Collateral Assignment shall mean the Collateral
                              ---------------------
            Assignment of the Aggreko Royalty.


                      2.2.17  Confirmation Date shall mean the date upon which
                              -----------------
            the Bankruptcy Court enters an Order confirming the Plan pursuant to
            ss.1129 of the Bankruptcy Code.

                      2.2.18  Debt shall mean and include, as of any date, all
                              ----
            items which, in accordance with generally accepted accounting
            principles, would be included on the liabilities side of the
            Borrower's consolidated balance sheet, including all obligations
            under leases which, in accordance with generally accepted accounting
            principles, would be recorded as capital leases, but excluding
            stated capital, paid-in capital and retained earnings and deferred
            income taxes.

                      2.2.19  Default shall mean the occurrence of any event
                              -------
            which, but for the giving of notice or the passage of time, or both,
            would constitute an Event of Default.

                      2.2.20  Effective Date shall mean January 31, 2002.
                              --------------

                      2.2.21  Eligible Inventory shall mean that Inventory owned
                              ------------------
            by the Borrower that constitutes: (a) finished goods in marketable
            condition; and (b) raw materials reasonably necessary to meet the
            Borrower's production requirements for a period of six (6) months.
            For purposes hereof, Eligible Inventory shall be valued at the lower
            of cost or market value.

                      2.2.22  Eligible Receivable shall mean a Receivable of the
                              -------------------
            Borrower (i) which arises from a bona fide, outright sale of
            inventory or for services performed, or expenses incurred in the
            normal course of business and (ii) which is based upon a valid,
            enforceable and legally binding order or contract, and (iii) as to
            which an invoice for payment has been sent to the account debtor and
            for which the account debtor is unconditionally obligated and liable
            to make payment thereof, and (iv) in and to which the rights of the
            Borrower are absolute and not subject to any assignment, claim, lien
            or security interest (except in favor of the Bank), and (v) except
            as otherwise agreed by Bank, which is not an intracompany account
            receivable or an account receivable between the Borrower and any
            Affiliate of the Borrower, and (vi) which is not evidenced by any
            note, chattel paper, trade acceptance, draft, check or other
            instrument with respect thereto or in payment thereof, and (vii)
            except as otherwise agreed by Bank, as to which the account Borrower
            thereof has not died and

                                       5

<PAGE>

            is not the subject of dissolution, liquidation, termination of
            existence, insolvency, business failure, receivership, bankruptcy,
            readjustment of debt, assignment for the benefit of creditors or
            similar proceedings, and (viii) which has not been outstanding for
            more than 90 days from date of invoice, and (ix) which is not owed
            by an account debtor not a resident of the United States or who has
            outstanding invoices from the Borrower 20% or more of which in
            dollar amount have been outstanding for more than 90 days. At any
            particular date, the Eligible Receivables shall be the sum of the
            unpaid principal balance of all of the Eligible Receivables, as
            defined above; provided, however, that Receivables from any one
            account debtor shall not exceed 20% of the Eligible Receivables,
            unless otherwise approved by Bank

                      2.2.23  ERISA shall mean the Employee Retirement Income
                              -----
            Security Act of 1974, as amended and as in effect from time to time.

                      2.2.24  Event of Default shall mean the occurrence of any
                              ----------------
            of the events specified in paragraph 9.

                      2.2.25  Excess Inventory. The term "Excess Inventory"
                              ----------------
            means parts, components, supplies and materials deemed to be in
            excess of the Borrower's reasonable requirements for use after the
            Confirmation Date as determined by the Borrower's management on or
            before the Effective Date.

                      2.2.26  Expenses Note means that certain promissory note
                              -------------
            executed and delivered to the Bank in compliance with paragraph
            4.1.5 of this Agreement and the Plan and in a form acceptable to the
            Bank that is substantially similar to the form attached hereto as
            Exhibit "A."

                      2.2.27  General Intangibles shall mean all property
                              -------------------
            included within the meaning assigned to that term under Article 9 of
            the Code.

                      2.2.28  Indebtedness shall mean and include all
                              ------------
            liabilities, obligations or indebtedness of the Borrower to the
            Bank, of every kind and description, now existing or hereafter
            incurred, direct or indirect, absolute or contingent, due or to
            become due, matured or unmatured, and whether or not of the same or
            a similar class or character as the Advances and whether or not
            contemplated by the Bank or the Borrower, together with future
            advances and all extensions and renewals.

                      2.2.29  Inventory shall mean all property included within
                              ---------
            the meaning assigned to that term under Article 9 of the Code.

                      2.2.30  Liquidation Agent. The term "Liquidation Agent"
                              -----------------
            means David R. Payne as the designated trustee of the Trust set
            forth in the Plan or such other person as may be appointed pursuant
            to the Plan.

                      2.2.31  Liquidation Proceeds Note. Liquidation Proceeds
                              -------------------------
            Note means that certain promissory note executed and delivered to
            the Bank in compliance with

                                       6

<PAGE>

            paragraph 4.1.3 of this Agreement and the Plan and in a form
            acceptable to the Bank that is substantially similar to the form
            attached hereto as Exhibit "B."

                      2.2.32  The Loan shall mean and refer to the extension of
                              --------
            credit from Bank to Borrower evidenced by the Restructured Working
            Capital Note and the Restructured Term Note.

                      2.2.33  Loan Documents shall mean this Loan Agreement, the
                              --------------
            Note, the Collateral Assignment, the Security Agreement, and all
            other instruments and documents executed or issued or to be executed
            or issued pursuant hereto or thereto or in connection with the Loan,
            and all amendments, modification, extensions and renewals of any of
            the foregoing. It shall also include this Agreement and any other
            document or instrument related to the Indebtedness owed to the Bank
            or executed by the Borrower in connection with its Chapter 11 Plan

                      2.2.34  Plan. The Plan of Reorganization of Tower Tech,
                              ----
            Inc. debtor and debtor-in-possession as filed on July 20, 2001 as
            the same may be amended or modified by the Debtor from time to time
            pursuant to the Plan, the Bankruptcy Code or the Bankruptcy Court.

                      2.2.35  Post Bankruptcy Loan Documents shall mean this
                              ------------------------------
            Agreement, the Restructured Working Capital Note, the Restructured
            Term Note, the Trust Note, the Expenses Note, the Guaranty Agreement
            and any other document required by Bank to be executed in connection
            with the Plan and the repayment of the Indebtedness owed to the Bank
            as set forth therein.

                      2.2.36  Proceeds shall mean, with respect to the
                              --------
            Collateral, property included within the meaning assigned to that
            term under the Code and, in any event, shall include, but shall not
            be limited to, (i) any and all Proceeds of any insurance, judgment,
            indemnity, warranty or guaranty payable to or for the account of
            Borrower, from time to time, with respect to any of the Collateral;
            (ii) any and all Proceeds in the form of accounts, collections,
            contract rights, documents, instruments, chattel paper or general
            intangibles relating in whole or in part to the Collateral; and
            (iii) any and all payments (in any form whatsoever) made or due and
            payable to or for the account of Borrower, from time to time, in
            connection with any requisition, confiscation, condemnation, seizure
            or forfeiture of all or any part of the Collateral by any
            governmental department, commission, board, bureau, authority,
            agency or body (domestic or foreign).

                      2.2.37  Receivables shall mean all accounts, accounts
                              -----------
            receivable and any other obligations or indebtedness owed to
            Borrower from whatever source arising; all rights of Borrower to
            receive any payments in money or kind; all guarantees of Receivables
            and security thereof; all cash or non-cash proceeds of all of the
            foregoing; all of the right, title and interest of Borrower in and
            with respect to the goods, services or other property which gave
            rise to or which secure any of the Receivables, and insurance
            policies and proceeds relating thereto, and all of the rights of
            Borrower as an unpaid seller of goods or services, including,
            without limitation,

                                       7

<PAGE>

            the rights of stoppage in transit, replevin, reclamation and resale;
            and all of the foregoing, whether now existing or hereafter created
            or acquired.

                      2.2.38  Regrind Inventory. The term "Regrind Inventory"
                              -----------------
            means manufactured plastic components which have been reground, or
            which require regrinding, in order to be utilized by the Borrower in
            its ongoing manufacturing operations as of the Effective Date.

                      2.2.39  Restructured Term Note. Restructured Term Note
                              ----------------------
            means that certain promissory note executed and delivered to the
            Bank in compliance with paragraph 4.1.2 of this Agreement and the
            Plan and in a form acceptable to the Bank that is substantially
            similar to the form attached hereto as Exhibit "C."

                      2.2.40  Restructured Working Capital Note. Restructured
                              ---------------------------------
            Working Capital Note means that certain promissory note executed and
            delivered to the Bank in compliance with paragraph 4.1.1 of this
            Agreement and the Plan and in a form acceptable to the Bank that is
            substantially similar to the form attached hereto as Exhibit "D."

                      2.2.41  Trust. Trust means that certain Liquidating Trust
                              -----
            as defined in paragraph A(46) of the Plan and described in Exhibit
            "B" to the Plan and otherwise known as The Tower Tech, Inc.
            Liquidating Trust.

                      2.2.42  Trust Note. Trust Note means that certain
                              ----------
            promissory note executed and delivered to the Bank in compliance
            with paragraph 4.1.4 of this Agreement and the Plan and in a form
            acceptable to the Bank that is substantially similar to the form
            attached hereto as Exhibit "E."

                      2.2.43  Trust Assets. All assets placed into the Trust
                              ------------
            pursuant to the Plan.

                2.3  Accounting Terms. Accounting and financial terms used
                     ----------------
    herein and not otherwise defined with respect to the Borrower's financial
    statements and financial position shall have the meanings ascribed thereto
    pursuant to generally accepted accounting principles in effect from time to
    time, applied on a consistent basis, as set forth in opinions of the
    Accounting Principles Board of the American Institute of Certified Public
    Accountants and/or Statements of the Financial Accounting Standards Board
    which may be applicable in the circumstances as of the date involved.

3.  THE BANK'S SECURED CLAIM.
    ------------------------

                3.1  Amounts Due. As of the beginning of business on the
                     -----------
    Effective Date: (a) the outstanding balance of the Indebtedness owed to the
    Bank was Four Million Eighty Three Thousand Nine Hundred Ninety One and
    74/100s Dollars ($4,083,991.74) in unpaid principal, (b) the amount of
    accrued, unpaid interest at the default rate was $One Million Thirty Three
    Thousand Seven Hundred Thirty Nine and 54/100s Dollars ($1,033,739.54; (c)
    other amounts were due and payable for late charges, administration fees,
    non-usage fees, costs, attorneys' fees and other expenses as provided in the
    Loan Documents and as allowed

                                       8

<PAGE>

     by law. A specific schedule of the Indebtedness is set forth in Exhibit
     "F." The Borrower acknowledges and agrees that the Indebtedness is
     absolute, unconditional, due, owing, unpaid and not subject to any offset,
     crossclaim, demand, claim, suit, action, proceeding, counterclaim or other
     dispute. The Bank's Indebtedness shall include the continued accrual of
     interest at the default rate provided in the Loan Documents up to and
     including the Effective Date.

          3.2 Collateral and Bank's Secured Status. Pursuant to the Loan
              ------------------------------------
     Documents, the Cash Collateral Orders, and any order confirming the Plan,
     the Bank holds valid first and prior liens and security interests in and to
     substantially all personal property assets of the Borrower generated either
     before or after the Petition including, but not limited to, all of the
     Borrower's Inventory, accounts and other Receivables, equipment and
     machinery, including any regrinding machinery purchased after the Petition,
     the Aggreko Royalty, General Intangibles and intellectual property such as
     patents (the "Patents"), and all proceeds thereof (collectively, the
     "Collateral"). "Collateral" shall include all items of Collateral that may
     come into existence after the Effective Date. Subject to the terms of those
     certain Intercreditor Agreements dated September 15, 2000 and March 15,
     2001 between the Bank and TBDW Holdings, Inc., and certain other parties,
     the Borrower acknowledges and agrees that the Bank's liens and security
     interests in the Collateral are valid and existing first priority liens on
     the Collateral, and in and to all proceeds, products, offspring, rents or
     profits from the Collateral, and all other cash, negotiable instruments,
     documents of title, securities, deposit accounts, or other cash equivalents
     in which the Borrower's estate and Bank have an interest. The Borrower
     acknowledges that the Bank is fully secured by the Collateral and that the
     secured claim of the Bank in the Borrower's Chapter 11 bankruptcy
     proceeding shall include the Bank's post-Petition interest, reasonable
     attorney fees and costs as allowed by the Bankruptcy Court or as agreed by
     the parties.

          3.3 Reaffirmations and Acknowledgments. The Borrower reaffirms and
              ----------------------------------
     acknowledges the Loan Documents and further reaffirms and acknowledges that
     all of the obligations to the Bank thereunder are absolute, unconditional,
     due, owing, unpaid and not subject to any dispute and the liens granted to
     the Bank on the Collateral thereunder are valid, continuing, perfected,
     enforceable, unavoidable and first in priority.

          3.4 Subordination. In the event that the Borrower is able to borrow
              -------------
     monies to fund operations, and subject to being documented and agreed to in
     written form, the Bank agrees to subordinate its lien on Receivables,
     Inventory or other current assets that are part of the Collateral. This
     agreement to subordinate shall not apply to any of the Bank's Non-Core
     Collateral. Notwithstanding this agreement, the Bank's liens shall always
     be first and prior on cash, cash equivalents (including obligations of the
     U.S. Government or its agencies), Receivables and Inventory with a value
     not less than the sum of (a) Nine Hundred Thousand and no\100s Dollars
     ($900,000.00), and (b) any Advances made on the Liquidation Proceeds Note
     (the "Measured Amount"). Except for any prepayments, the Borrower shall
     maintain the Measured Amount throughout the term of this Agreement and
     until the Indebtedness has been paid in full. In no event shall the
     Borrower enter into any agreement that would preclude the Bank from
     realizing on its first lien to the extent of the Measured Amount. The Bank
     shall receive the first proceeds of any liquidation of Receivables and
     Inventory to the extent of the Measured Amount,

                                       9

<PAGE>

     except for Collateral pledged to a third party to which the Bank has agreed
     to be subordinated. In any agreement with another lender to which the Bank
     may subordinate, the Borrower shall require that the terms of any such
     agreement provide for the Bank to receive the first proceeds of any
     liquidation of Receivables and Inventory to the extent of the Measured
     Amount.

4.   REPAYMENT AGREEMENT.
     -------------------

          4.1 Modification of Existing Loan. Subject to the terms and conditions
              -----------------------------
     of this Agreement, the Loan Documents and the Plan, and in reliance upon
     the representations and warranties contained herein and therein, the
     Borrower agrees to repay all of the Indebtedness owed to Bank as set forth
     below.

              4.1.1 Restructured Working Capital Note. The Borrower shall make,
                    ---------------------------------
     execute and deliver to the Bank the Restructured Working Capital Note in
     the amount of Nine Hundred Thousand and no\100s Dollars ($900,000.00).
     Notwithstanding the principal amount stated on the face of the Restructured
     Working Capital Note, the actual principal amount due from the Borrower on
     account thereof shall be the sum of all Advances made by the Bank, less all
     principal payments actually received by the Bank in collected funds
     thereon. The Borrower acknowledges that all amounts available to Borrower
     under the Restructured Working Capital Note have been advanced and that the
     outstanding principal balance of the Restructured Working Capital Note at
     the time of this Agreement is Nine Hundred Thousand and no\100s Dollars
     ($900,000.00). All Advances shall be recorded by the Bank on its books and
     the unpaid principal balance so recorded or endorsed shall be conclusive
     evidence of the principal amount owing thereon, absent manifest error. The
     Restructured Working Capital Note shall be secured by all of the Bank's
     Collateral and the Trust Assets and proceeds thereof. The terms of the
     Restructured Working Capital Note shall be as follows:

          (1) Advances. The aggregate principal amount of all such Advances at
              --------
              any one time outstanding shall not exceed the lesser of (i) Nine
              Hundred Thousand and no\100s Dollars ($900,000.00), or (ii) when
              added to the outstanding balance of the Liquidation Proceeds Note,
              the Borrowing Base. The Restructured Working Capital Note shall be
              a revolving credit facility, and, subject to the terms and
              conditions of this Agreement, the Borrower shall be permitted to
              make prepayments and reborrowings thereunder. All Advances on the
              Restructured Working Capital Note shall be subject to the
              following terms and conditions:

                    (a)  Use of Proceeds. Advances shall be used by the Borrower
                         ---------------
                         only for Borrower's business purposes.

                    (b)  Borrowing Base Certificate and Compliance Statement.
                         ---------------------------------------------------
                         The Borrower shall have delivered to the Bank properly
                         completed and executed Borrowing Base Certificates as
                         required by this Agreement.

                                       10

<PAGE>

                    (c)  Obligation to Make Advances. Notwithstanding any
                         ---------- -- ---- --------
                         provision of this Agreement, the Bank shall not be
                         required to make any Advance hereunder if the
                         conditions of lending in paragraph 5 hereof have not
                         been satisfied or if any Event of Default has occurred
                         and is continuing.

          (2) Interest Rate. The Restructured Working Capital Note shall
              -------------
              initially bear interest at the Base Rate plus two percent (2%) per
              annum during the first twelve (12) months following the Effective
              Date. Beginning on the first day of the thirteenth month after the
              Effective Date, the interest rate applicable to the Restructured
              Working Capital Note shall then increase once each month on the
              first day of each month by an additional one-quarter percent
              (1/4%) per annum until the Restructured Working Capital 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. Notwithstanding the foregoing,
              upon the occurrence of an Event of Default, the unpaid principal
              amount shall 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.
              Interest rate changes in the Base Rate will be effective on the
              day of the rate change, without notice to Borrower.

          (3) Interest Payments. The Borrower shall make monthly interest
              -----------------
              payments of all interest due on the Restructured Working Capital
              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 the Restructured Working Capital Note is paid in full. All
              payments shall be recorded by the Bank on its books and the unpaid
              principal balance so recorded or endorsed shall be conclusive
              evidence of amounts owing thereon, absent manifest error.

          (4) Mandatory Prepayments. If at any time the aggregate principal
              ---------------------
              amount of all outstanding Advances on the Restructured Working
              Capital Note exceeds the amount available for Advances, as set
              forth in paragraph 4.1.1(1), the Borrower shall immediately make a
              mandatory prepayment on the Restructured Working Capital Note to
              the extent necessary to reduce the principal balance outstanding
              to the amount specified in paragraph 4.1.1(1).

          (5) Lock Box Deposits. Funds received by the Bank under paragraph 7.12
              -----------------
              below, shall be applied to the Restructured Working Capital Note.
              If the Restructured Working Capital Note balance is reduced to
              zero, funds received by the Bank under paragraph 7.12 below will
              be deposited into the Borrower's deposit account at the Bank.

          (6) Maturity Date. The Restructured Working Capital Note shall be
              -------------

                                       11

<PAGE>

              completely due and payable three years after the Effective date.

          (7) Partial Release of Lien and Deposits. Except for the Aggreko
              ------------------------------------
              Royalty, the Bank will: (i) release its lien on Receivables and
              Inventory that are part of the Bank's Core Collateral, and (ii)
              waive the requirements of paragraphs 7.10 and 7.12, in the event
              that: (a) the Borrower pays the Restructured Working Capital Note
              in full on or before October 15, 2002; (b) the payment required by
              paragraph 5.1.2 is made, (c) no Events of Default have occurred,
              as defined herein; and (d) the Liquidation Proceeds Note has no
              outstanding balance.

              4.1.2 Restructured Term Note. The Borrower shall make, execute
                    ----------------------
          and deliver to the Bank the Restructured Term Note in the amount of
          Two Million Three Hundred Thirty Five Thousand Seven Hundred Thirty
          Two and 72/100s Dollars ($2,335,732.72) (the "Original Principal
          Balance"). The Borrower acknowledges that all amounts available to
          Borrower under the Restructured Term Note have been advanced and that
          the outstanding principal balance of the Restructured Term Note at the
          time of this Agreement is Two Million Three Hundred Thirty Five
          Thousand Seven Hundred Thirty Two and 72/100s Dollars ($2,335,732.72).
          The Restructured Term Note shall be secured by all of the Bank's
          Collateral and the Trust Assets and proceeds thereof. The terms of the
          Restructured Term Note shall be as follows:

          (1) Interest Rate. The Restructured Term Note shall initially bear
              -------------
              interest at the Base Rate plus two percent (2%) per annum during
              the first twelve (12) months following the Effective Date.
              Beginning on the first day of the thirteenth month after the
              Effective Date, the interest rate applicable to the Restructured
              Term Note shall then increase once each month on the first day of
              each month by an additional one-quarter percent (1/4%) per annum
              until the Restructured Term 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. Notwithstanding the foregoing, upon the occurrence of an
              Event of Default, the unpaid principal amount shall 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. Interest rate changes in the
              Base Rate will be effective on the day of the rate change, without
              notice to Borrower.

          (2) Payments. The Borrower shall make quarterly interest payments
              --------
              beginning on the 1/st/ day of the fourth month following the
              Effective Date and on the 1/st/ day of each and every quarter
              thereafter until the Restructured Term Note is paid in full. The
              Borrower shall also make principal reduction payments during each
              calendar quarter after the Effective Date equal to one twentieth
              (1/20/th/) of the sum of the Original Principal Balance plus Six
              Hundred and Fifty Thousand and no\100s

                                       12

<PAGE>

              Dollars ($650,000.00) with the principal payments beginning on
              January 31/st/, 2002 and due on each April 30th, July 31/st/,
              October 31/st/ and January 31/st/ thereafter until the
              Restructured Term Note is paid in full. All payments shall be
              recorded by the Bank on its books and the unpaid principal
              balance so recorded or endorsed shall be conclusive evidence of
              the principal amount owing thereon, absent manifest error. Should
              an adjustment to the principal balance of the Restructured Term
              Note be required under paragraph 4.1.4(6), the quarterly
              principal payments shall be reamortized and recalculated as
              follows: the sum of (a) the unpaid principal balance of the
              Restructured Term Note, and (b) Six Hundred and Fifty Thousand
              and no\100s Dollars ($650,000.00), shall be (i) increased by the
              unpaid balance of the Trust Note after its maturity date, (ii)
              reduced by the amount of Liquidation Proceeds available for
              application to the Restructured Term Note under paragraph
              4.1.4(6), and then (iii) divided by the number of calendar
              quarters remaining prior to the maturity date of the Restructured
              Term Note. Should the payment described in paragraph 4.5(b) be
              made on or before October 15, 2002, the sum of Six Hundred and
              Fifty Thousand and no\100s Dollars ($650,000.00) in item (b) in
              the preceding sentence shall be disregarded for the purposes of
              the calculation in the preceding sentence. The payments shall be
              applied in inverse order to maturity.

          (3) Maturity Date. The Restructured Term Note shall be completely due
              -------------
              and payable three years after the Effective Date.

              4.1.3 The Liquidation Proceeds Note. The Trust shall make,
                    -----------------------------
          execute and deliver to the Bank the Liquidation Proceeds Note in the
          principal amount of Seven Hundred and Fifty Thousand and no\100s
          Dollars ($750,000.00). The Liquidation Proceeds Note shall be secured
          by all of the Bank's Collateral and the Trust Assets and proceeds
          thereof. Notwithstanding the principal amount stated on the face of
          the Liquidation Proceeds Note, the actual principal amount due from
          the Borrower and the Trust on account thereof shall be the sum of all
          Advances made by the Bank, less all principal payments actually
          received by the Bank in collected funds thereon. All Advances shall be
          recorded by the Bank on its books and the unpaid principal balance so
          recorded or endorsed shall be conclusive evidence of the principal
          amount owing thereon, absent manifest error. All Advances on the
          Liquidation Proceeds Note shall be subject to the terms and conditions
          herein.

          (1) Advances. The aggregate principal amount of all such Advances at
              --------
              any one time outstanding under the Liquidation Proceeds Note shall
              not exceed the lesser of (i) Seven Hundred and Fifty Thousand and
              no100s Dollars ($750,000.00), or (ii) the amount of Liquidation
              Proceeds received by the Bank and applied to the Trust Note.
              Furthermore, in no event shall the total of amounts outstanding
              under the Restructured Working Capital Note and the Trust Note
              exceed the Borrowing Base. The Liquidation

                                       13

<PAGE>

              Proceeds Note shall be a revolving credit facility, and, subject
              to the terms and conditions of this Agreement, the Borrower shall
              be permitted to make prepayments and reborrowings thereunder.
              Advances under the Liquidation Proceeds Note shall be used by the
              Borrower only for Borrower's business purposes. Without respect
              to the Borrower's ability to borrow from the entities named in
              paragraph 5.1.11, Advances under the Liquidation Proceeds Note
              shall only be requested if the Borrower has no other source of
              working capital funds.

          (2) Obligation to Make Advances. Notwithstanding any provision of this
              ---------------------------
              Agreement, the Bank shall not be required to make any Advance
              under the Liquidation Proceeds Note if the conditions of lending
              in paragraph 5 hereof have not been satisfied or if any Event of
              Default has occurred.

          (3) Interest Rate. The Liquidation Proceeds Note shall initially bear
              -------------
              interest at the Base Rate plus two percent (2%) per annum during
              the first twelve (12) months following the Effective Date.
              Beginning on the first day of the thirteenth month after the
              Effective Date, the interest rate applicable to the Liquidation
              Proceeds Note shall then increase once each month on the first day
              of each month by an additional one-quarter percent (1/4%) per
              annum until the Liquidation Proceeds 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. Notwithstanding the foregoing, upon the
              occurrence of an Event of Default, the unpaid principal amount
              shall 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. Interest
              rate changes in the Base Rate will be effective on the day of the
              rate change, without notice to Borrower.

          (4) Interest Payments. The Borrower shall make monthly interest
              -----------------
              payments of all interest due on the Liquidation Proceeds Note. The
              first interest payment shall be due on the first day of the first
              month following the Effective Date and an interest payment shall
              be due on the first day of each month thereafter until the
              Liquidation Proceeds Note is paid in full. All payments shall be
              recorded by the Bank on its books and the unpaid principal balance
              so recorded or endorsed shall be conclusive evidence of amounts
              owing thereon, absent manifest error.

          (5) Mandatory Prepayments. If at any time the aggregate principal
              ---------------------
              amount of all outstanding Advances on the Liquidation Proceeds
              Note exceeds the amount available for Advances, as set forth
              herein, the Borrower shall immediately make a mandatory prepayment
              on the Liquidation Proceeds Note to the extent necessary to reduce
              the principal balance outstanding to the allowable amount.

          (6) Maturity Date and Payment. All unpaid principal and accrued and
              -------------------------
              unpaid

                                       14

<PAGE>

              interest under the Liquidation Proceeds Note shall be completely
              due and payable on October 15, 2002. In addition, should the
              Borrower have cash, cash equivalents or marketable securities in
              excess of $200,000.00, such excess shall be promptly used to
              reduce any existing balance under the Liquidation Proceeds Note.

          (7) Guaranty. The Liquidation Proceeds Note shall be guaranteed by the
              --------
              Borrower.

              4.1.4 The Trust Note. The Borrower and the Trust (collectively,
          for purposes of this paragraph 4.1.4, the "Borrower") shall make,
          execute and deliver to the Bank the Trust Note in the principal amount
          of Seven Hundred and Fifty Thousand and no\100s Dollars ($750,000.00).
          The Trust Note shall be secured by the Trust Assets and the Bank's
          Collateral and proceeds thereof. The Trust and the Borrower
          acknowledge that all amounts available to the Trust under the Trust
          Note have been advanced and that the outstanding principal balance of
          the Trust Note at the time of this Agreement is Seven Hundred and
          Fifty Thousand and no\100s Dollars ($750,000.00). The terms of the
          Trust Note shall be as follows:

          (1) Liquidation of Bank's Non-Core Collateral. The Bank's Non-Core
              -----------------------------------------
              Collateral shall be transferred to the Trust organized and
              operated under the confirmed Plan. The Liquidating Agent shall
              liquidate the Bank's Non-Core Collateral by utilizing four
              principal methods to convert the Non-Core Collateral to cash:

              (i)   Collection procedures pursuant to (S)542 of the Bankruptcy
                    Code including any available means to collect accounts
                    receivable subject to the Bank's lien;

              (ii)  Transfer pricing to the Borrower for Excess Inventory equal
                    to the lesser of (a) the Borrower's cost or (b) fair market
                    (replacement) value;

              (iii) Transfer pricing to the Borrower for Regrind Inventory equal
                    to 75% of the avoided cost of new material; and

              (iv)  Sales of Excess Inventory and Regrind Inventory to third
                    parties to the extent such inventory will not be converted
                    into cash by the Borrower through the use of transfer
                    pricing within a period of twelve months of the Effective
                    Date.

          (2) Use of Liquidation Proceeds. After payment of allowable and
              ---------------------------
              reasonable Liquidation Agent fees, the Liquidation Agent shall pay
              to the Bank all of the proceeds from liquidation of the Bank's
              Non-Core Collateral (the "Liquidation Proceeds"). All Liquidation
              Proceeds shall be applied to reduce any outstanding balance of the
              Trust Note. Subject to the terms

                                       15

<PAGE>

               and conditions set forth herein, the amount of Liquidation
               Proceeds received by the Bank shall be available to the Borrower
               for Advances under the terms of the Liquidation Proceeds Note at
               any time prior to October 15, 2002.

          (3)  Obligation to Make Advances. The Trust shall not be entitled to
               ---------------------------
               any further Advances under the Trust Note and acknowledges that
               all available Advances have been made. All payments and principal
               reductions of the Trust Note shall be permanent and no further
               Advances shall be available to the Trust as a result thereof. The
               Trust Note is not a revolving credit facility.

          (4)  Interest Rate. The Trust Note shall initially bear interest at
               -------------
               the Base Rate plus two percent (2%) per annum during the first
               twelve (12) months following the Effective Date. Beginning on the
               first day of the thirteenth month after the Effective Date, the
               interest rate applicable to the Trust Note shall then increase
               once each month on the first day of each month by an additional
               one-quarter percent (1/4%) per annum until the Trust 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. Upon the occurrence of an
               Event of Default, the unpaid principal amount shall 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. Interest rate changes in
               the Base Rate will be effective on the day of the rate change,
               without notice to Borrower.

          (5)  Interest Payments. The Trust shall make monthly interest payments
               -----------------
               of all interest due on the Trust Note to the extent that
               liquidation proceeds are available to make such payments;
               otherwise accrued interest shall be carried forward until
               sufficient liquidation proceeds become available. 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 the Trust
               Note is paid in full. All payments shall be recorded by the Bank
               on its books and the unpaid principal balance so recorded or
               endorsed shall be conclusive evidence of amounts owing thereon,
               absent manifest error.

          (6)  Maturity Date and Payment. All unpaid principal and accrued and
               -------------------------
               unpaid interest under the Trust Note shall be completely due and
               payable on October 15, 2002. On or before October 15, 2002, all
               Liquidation Proceeds shall be applied in the following order: (1)
               to any of the Bank's unpaid attorney fees or other costs or
               expenses, (2) the outstanding balance of the Trust Note, (3) the
               outstanding balance of the Liquidation Proceeds Note, (4) to any
               outstanding balance of the Restructured Term Note, in which case
               the payments to be made on the Restructured Term Note shall be
               recalculated pursuant to paragraph 4.1.2(2), and (5) to any

                                       16

<PAGE>

                           other Indebtedness. Should there be a balance owing
                           on the Trust Note after October 15, 2002 and the
                           application of all then existing Liquidation
                           Proceeds, such balance shall be added to the then
                           outstanding principal balance of the Term Note and
                           the payments shall be recalculated as set forth in
                           paragraph 4.1.2(2). All Liquidation Proceeds received
                           after October 15, 2002 shall be applied to the
                           Restructured Term Note but the payment thereon shall
                           not change as a result thereof.

                  (7)      Advance Fees. In addition to any other fees to
                           ------------
                           which the Bank may be entitled, the Borrower shall
                           pay a loan fee to Bank for each Advance made under
                           the Trust Note (the "Advance Fee"). The Advance Fee
                           shall equal one and one-half percent (1.5%) of the
                           amount of each Advance.

                           4.1.5 The Expenses Note. The Borrower shall make,
                                 -----------------
                  execute and deliver to the Bank the Expenses Note in the
                  amount of Three Hundred Ninety Three Thousand Four Hundred
                  Twenty Three and 51/100s Dollars ($393,423.51) which is
                  comprised of the following amounts as of January 31, 2002: (a)
                  non-usage fees of $5,202.90, (b) the default portion of
                  accrued interest of $263,190.61, (c) late charges of
                  $5,030.00, and (d) administration fees of $120,000.00 that are
                  part of the Indebtedness. The Borrower acknowledges that all
                  amounts available to Borrower under the Expenses Note have
                  been advanced and that the outstanding principal balance of
                  the Expenses Note at the time of this Agreement is Three
                  Hundred Ninety Three Thousand Four Hundred Twenty Three and
                  51/100s Dollars ($393,423.51). The Expenses Note shall be
                  secured by all of the Bank's Collateral and the Trust Assets
                  and proceeds thereof. The terms of the Expenses Note shall be
                  as follows:

                  (1)      Interest Rate. The Expenses Note shall initially bear
                           -------------
                           interest at the Base Rate plus two percent (2%) per
                           per annum during the first twelve (12) months
                           following the Effective Date. Beginning on the first
                           day of the thirteenth month after the Effective Date,
                           the interest rate applicable to the Expenses Note
                           shall then increase once each month on the first day
                           of each month by an additional one-quarter percent
                           (1/4%) per annum until the Expenses 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.
                           Notwithstanding the foregoing, upon the occurrence of
                           an Event of Default as defined herein, the unpaid
                           principal amount shall 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.
                           Interest rate changes in the Base Rate will be
                           effective on the day of the rate change, without
                           notice to Borrower.

                  (2)      Payment and Maturity Date. The Expenses Note shall be
                           -------------------------
                           completely due and payable three years after the
                           Effective Date. However, in the event

                                       17

<PAGE>

         that (i) Borrower makes all other payments required by this Agreement,
         (ii) there are no Events of Default as defined herein, and (iii) all of
         the Indebtedness is paid as required by this Agreement, the Bank agrees
         to waive repayment of the Expenses Note and will forgive the amounts
         due thereunder.

     4.2 No Further Indebtedness. The Bank shall not be obligated to make any
         -----------------------
advances of new monies in addition to the Indebtedness already existing at the
time of this Agreement.

     4.3 Payment Incentive. In order to provide an incentive to the Borrower for
         -----------------
early repayment of the Indebtedness, the Bank agrees to accept the following
amounts as full payment of the Indebtedness on or before the following dates:

         (a) On or before May 31, 2002, the aggregate sum of: (i) Four Million
     Three Hundred Fifty Thousand and no\100 Dollars ($4,350,000.00), (ii)
     interest at the applicable rate from September 19, 2001 and (iii) all
     attorney fees incurred after September 19, 2001

         (b) On or before August 30, 2002, the aggregate sum of: (i) Four
     Million Six Hundred Thousand and no\100 Dollars ($4,600,000.00), (ii)
     interest at the applicable rate from September 19, 2001, and (iii) all
     attorney fees incurred after September 19, 2001.

After August 30, 2002, and subject to paragraph 4.1.5(2), full payment of the
Indebtedness shall be required.

     4.4 Prepayments. The Borrower may prepay the Restructured Working Capital
         -----------
Note, the Restructured Term Note or the Liquidation Proceeds Note. Except as
provided in paragraph 4.1.1(7), any prepayment of the Restructured Working
Capital Note must also include the full payment of the Restructured Term Note.

     4.5 Partial Release of Liens. Except for the Aggreko Royalty, the Bank
         ------------------------
agrees to: (i) release its lien on Receivables and Inventory that are part of
the Bank's Core Collateral, and (ii) waive the requirements of paragraphs 7.10
and 7.12 in the event that: (a) Borrower makes the payment required by paragraph
5.1.2 below; (b) Borrower pays the Bank the sum of Nine Hundred Thousand and no\
100s Dollars on or before October 15, 2002; (c) no Events of Default have
occurred, and (d) the Liquidation Proceeds Note has no outstanding balance. This
paragraph shall not obligate the Bank to release its lien on Receivables and
Inventory that are part of the Bank's Non-Core Collateral or the Bank's Core
Collateral other than Receivables and Inventory.

     4.6 Newly Borrowed Monies. Should the Borrower borrow new monies requiring
         ---------------------
the subordination referred to in paragraph 3.4 above, the Borrower shall pay
fifteen (15%) of any such newly borrowed monies to the Bank. Such amount shall
be calculated and paid upon new monies that exceed the amount for which payments
have

                                       18

<PAGE>

     previously been made to the Bank. Any such amounts paid to the Bank shall
     permanently reduce the Measured Amount, the principal face amount of the
     Restructured Working Capital Note and the amount set forth in paragraph 4.5
     (b)above.

          4.7  Making of Payments. All payments, including prepayments, of
               ------------------
     principal of, or interest, shall be made in immediately available funds by
     the Borrower to the Bank. Whenever a payment is due on a day other than a
     Business Day, the due date shall be extended to the next succeeding
     Business Day and interest (if any) shall accrue during such extension. All
     payments shall be made to the Bank at its principal office in Oklahoma
     City, Oklahoma, not later than 2:00 p.m., Oklahoma City time, on the date
     due, and funds received after that hour shall be deemed to have been
     received by the Bank on its next following Business Day.

          4.8  Renewal and Extension. In the event the Loan is renewed and
               ---------------------
     extended, then the terms and provisions of this Agreement shall continue in
     full force and effect, except as may otherwise be agreed in writing by the
     Borrower and the Bank. Notwithstanding the foregoing, nothing contained in
     this Agreement shall be construed as obligating the Bank to agree or
     consent to any such renewal and extension.

          4.9  Maximum Lawful Interest Rate. It is not the intention of the Bank
               ----------------------------
     or the Borrower to violate the laws of any applicable jurisdiction relating
     to usury or other restrictions on the maximum lawful interest rate. The
     Loan Documents and all other agreements between the Borrower and the Bank,
     whether written or oral, are hereby limited so that in no event shall the
     interest paid or agreed to be paid to the Bank for the use, forbearance or
     detention of money loaned, or for the payment or performance of any
     covenant or obligation contained herein or in any other Loan Document,
     exceed the maximum amount permissible under applicable law. If from any
     circumstances whatsoever fulfillment of any provision hereof or of any
     other Loan Document, at the time the performance of such provision shall be
     due, shall involve transcending the limit of validity prescribed by law,
     then, ipso facto, the obligation to be fulfilled shall be reduced to the
           ---- -----
     limit of such validity. If from any such circumstances, the Bank shall ever
     receive anything of value deemed interest under applicable law which would
     exceed interest at the highest lawful rate, such excessive interest shall
     be applied to the reduction of the principal amount owing hereunder, and
     not the payment of interest, or if such excessive interest exceeds any
     unpaid balance of principal, such excess shall be refunded to the Borrower.
     All sums paid or agreed to be paid to the Bank for the use, forbearance or
     detention of monies shall, to the extent permitted by applicable law, be
     amortized, prorated, allocated and spread throughout the full term of such
     indebtedness until payment in full so that the rate of interest on account
     of such indebtedness is uniform throughout the term thereof. This paragraph
     shall control every other provision of the Loan Documents and all other
     agreements between the Bank and the Borrower contemplated thereby.

          4.10 Guaranty. Nothing in this Agreement shall effect or modify the
               --------
     Guaranty Agreement provided to the Bank by Harold Curtis.

                                       19

<PAGE>

          4.11  Borrower's Security Agreement. Borrower acknowledges that the
                -----------------------------
     Security Agreement shall continue in full and effect and affirms all of the
     provisions therein. At the Bank's option, the Borrower will execute and
     deliver to Bank an Amended and Restated Security Agreement granting to Bank
     a prior and perfected security interest in all of the Collateral.

          4.12  Post Closing Expenses. To the extent that expenses such as legal
                ---------------------
     fees and costs are incurred by the Bank after the execution and closing of
     this Agreement and are not including in the Indebtedness, Borrower shall
     pay such expenses directly to the Bank upon receipt of an invoice and in
     accordance with the Loan Agreement.

5.   CONDITIONS OF LENDING.
     ---------------------

     The obligation of the Bank to perform this Agreement is subject to the
performance and existence of all of the conditions in this Agreement.

     5.1  Conditions to Closing. At and as of the Closing Date:
          ---------------------

          5.1.1 No Defaults. There shall have not have occurred and be
                -----------
     continuing any Default or Event of Default, and the representations and
     warranties set forth in the Post Bankruptcy Loan Documents shall be true
     and accurate.

          5.1.2 Payment of Administrative Claim: Borrower shall have paid to the
                -------------------------------
     Bank a sum of money for repayment of that portion of the Indebtedness
     constituting an administrative claim in the Borrower's bankruptcy case for
     loans made after the Petition equal to the lesser of (a) the total sum of
     the Bank's administrative claim; or (b) one million dollars
     ($1,000,000.00). Borrower agrees that the payment required by this
     paragraph shall be applied in the following order: (1) attorney fees, costs
     and expenses incurred by the Bank; (2) accrued and unpaid interest; and (3)
     unpaid principal.

          5.1.3 Post Bankruptcy Loan Documents. The Loan Documents shall have
                ------------------------------
     been duly and validly authorized, executed, acknowledged (where
     appropriate) and delivered to the Bank, all in form and substance
     satisfactory to Bank and its counsel. The Borrower shall also have provided
     a new security agreement to the Bank in form and substance satisfactory to
     the Bank and its counsel and a certificate (the "Perfection Certificate")
     of the Borrower providing, under oath, all information required for filing,
     from time to time, financing statements with respect to the Collateral
     under the Uniform Commercial Code, 12A O.S. (S)(S) 1-9-101 et. seq.
     including the Perfection Certificate provided by Borrower and annexed
     hereto as Exhibit "G."

          5.1.4 The Trust Loan Documents. The Trust shall have made, executed,
                ------------------------
     and delivered to the Bank, the Trust Note, certain security agreements and
     other documents all in form and substance satisfactory to Bank and its
     counsel as anticipated by this Agreement including a certificate (the
     "Perfection Certificate") of the Trust providing, under oath, all
     information required for filing, from time to time, financing statements
     with respect to the Trust Assets under the Uniform Commercial Code, 12A

                                       20

<PAGE>

O.S.(S)(S)1-9-101 et. seq. including the Perfection Certificate provided by
Trust and annexed hereto as Exhibit "H."

          5.1.5  Effective Date. The Plan shall become effective no later than
                 --------------
February 5, 2002.

          5.1.6  Borrower's Organizational Documents. The Bank shall have been
                 -----------------------------------
provided with the following, all in form and substance satisfactory to the Bank
and Bank's counsel:

          (a) Resolutions adopted by the Board of Directors of the Borrower duly
          authorizing the execution, delivery and performance of its obligations
          under the Post Bankruptcy Loan Documents, certified by its duly
          elected and acting corporate Secretary, together with certificates of
          such Secretary as to the incumbency of the officers designated and
          authorized to execute and deliver the Post Bankruptcy Loan Documents.

          (b) A current certificate issued by the Secretary of State of Oklahoma
          as to the due organization, existence and good standing of the
          Borrower.

          (c) A copy of the Borrower's Articles of Incorporation and By-Laws,
          and any amendments thereto, certified as true and correct by
          Borrower's Chief Executive Officer, as of a current date.

          5.1.7  Perfection: Recordings and Filings. All actions shall have been
                 ----------------------------------
taken as are necessary or appropriate for Bank to maintain a valid and perfected
first lien in the personal property described in the Borrower's Security
Agreement and the Collateral Assignment, including without limitation, the
filing and recording of such Post Bankruptcy Loan Documents as may be necessary
and appropriate.

          5.1.8  Insurance. Borrower shall have provided to Bank policies of
                 ---------
hazard and liability insurance, certified by the appropriate agent, broker or
insurer, or certificates and other evidence in respect thereof, in form and
substance satisfactory to the Bank, accompanied by satisfactory evidence of
payments of premiums therefore, in the following particulars:

          (a) Liability Insurance. General comprehensive public liability
              -------------------
insurance insuring Borrower in an amount of not less than $5,000,000.00 per
occurrence, and $5,000,000.00 in the aggregate, by a company acceptable to Bank;
and,

          (b) Casualty Insurance. Casualty insurance covering fire and extended
              ------------------
coverage risk, endorsed with the standard mortgagee's clause in favor of Bank,
for the replacement amount of the Borrower's tangible personal property.

          5.1.9  Financial Information. Borrower shall have provided Bank with
                 ---------------------
copies of financial statements and such other financial information relating to
the

                                       21

<PAGE>

     Borrower as required by the Post Bankruptcy Loan Documents or as otherwise
     reasonably required in writing by Bank.

               5.1.10 Borrowing Base Certificate and Compliance Statement. A
                      ---------------------------------------------------
     Borrowing Base Certificate and Compliance Statement, dated as of the Friday
     before the Effective Date, shall have been delivered to Bank.

               5.1.11 Legal Matters. All legal matters incident to the Post
                      -------------
     Bankruptcy Loan Documents, the Restructured Working Capital Note and the
     Restructured Term Note shall be satisfactory to the Bank and its counsel.

               5.1.12 Intercreditor Agreements. All monies or loan balances owed
                      ------------------------
     pursuant to the Intercreditor Agreements to Taglich Brothers, Inc. and\or
     TBDW Holdings, Inc. and\or their customers, representatives or lenders,
     clients, and investors shall have been completely paid and all
     Intercreditor Agreements between the Bank and either Taglich Brothers, Inc.
     or TBDW Holdings, Inc. and\or their customers, representatives or lenders,
     clients, and investors and the Amended and Restated Financing Order entered
     by the Bankruptcy Court on March 15, 2001 shall have been extinguished or
     released by such parties.

          5.2 Conditions to Each Advance. Prior to the making of any Advance:
              --------------------------

               5.2.1  Request for Advance. With respect to the Loan, the Bank
                      -------------------
     shall have received properly completed and executed Borrowing Base
     Certificates and Compliance Statements as required by this Agreement.

               5.2.2  No Defaults. There shall not have occurred and be
                      -----------
     continuing any Default or Event of Default, and the representations and
     warranties set forth in the Post Bankruptcy Loan Documents shall be true
     and accurate as of that date.

               5.2.3  No Violation. The making of such Advance shall not cause
                      -- ---------
     the Bank to be in violation of any statute or regulation or any order or
     decree of any court or regulatory agency.

6.   REPRESENTATIONS AND WARRANTIES.
     ------------------------------

     In addition to the other representations and warranties made herein, the
Borrower represents and warrants to the Bank that:

          6.1 Borrower's Corporate Existence. The Borrower is and will continue
              ------------------------------
     to be a corporation duly organized, validly existing and in good standing
     under the laws of the State of Oklahoma and duly qualified and licensed as
     a foreign corporation in all jurisdictions in which it holds any properties
     or conducts any business, except where failure to be qualified or licensed
     would not have a material adverse effect on its financial

                                       22

<PAGE>

     condition, business operations or properties, or render any of its material
     agreements void or unenforceable, or materially impair its ability to
     fulfill its obligations under the Post Petition Loan Documents. The
     Borrower is duly authorized, qualified and licensed under all applicable
     laws, regulations, ordinances or orders of public authorities to carry on
     its business as presently conducted or as contemplated to be conducted.

             6.2 Authority Validity and Binding Nature. The Borrower is duly
                 -------------------------------------
     authorized and empowered to execute, deliver and perform the Post Petition
     Loan Documents, and all corporate and other action necessary for such
     execution, delivery and performance has been duly and validly taken. The
     Post Petition Loan Documents to which it is a party are valid and binding
     obligations of the Borrower enforceable in accordance with their respective
     terms. The execution, delivery and performance of the Post Petition Loan
     Documents will not violate any provisions of the Articles of Incorporation
     or By-Laws of the Borrower.

             6.3 Conflicting Agreements and Restrictions. Neither the execution
                 ---------------------------------------
     and delivery of the Post Petition Loan Documents, nor fulfillment or
     compliance with the terms and provisions thereof, (i) will conflict with,
     or result in a breach of, the terms, conditions or provisions of, or
     constitute a default under, or result in any violation of any agreement,
     instrument, undertaking, judgment, decree, order, writ, injunction,
     statute, law, rule or regulation to which the Borrower is subject, (ii)
     result in the creation or imposition of any lien, charge or encumbrance on,
     or security interest in, any property now or hereafter owned by the
     Borrower pursuant to the provision of any mortgage, indenture, security
     agreement, contract, undertaking or other agreement, other than the Post
     Petition Loan Documents, or (iii) will require any authorization, consent,
     license, approval or authorization of or other action by, or notice or
     declaration to, or registration with, any court or administrative or
     governmental department, commission, board, bureau, authority, agency, or
     body (domestic or foreign), or, to the extent that any such consent or
     other action may be required, it has been validly procured or duly taken.

             6.4 Subsidiaries. The Borrower has one subsidiary. That subsidiary
                 ------------
     is Tower Tech do Brasil, Ltda.

             6.5 No Violation of Applicable Law. The Borrower has not violated
                 ------------------------------
     and is not violating any applicable statute, regulation or ordinance of the
     United States of America or any foreign country, or of any state,
     municipality or any other jurisdiction, or of any agency thereof, which
     violation has or is likely to have a material adverse effect on the
     financial condition, business operations or properties of the Borrower
     taken as a whole or materially impair the Borrower's ability to fulfill its
     obligations under the Post Petition Loan Documents.

             6.6 Taxes. The Borrower has filed all federal, state, local, county
                 -----
     and foreign tax returns required by law to be filed, has paid all material
     taxes, assessments and similar charges (collectively referred to as
     "Taxes") shown to be due and payable on said returns, and has paid all
     other Taxes imposed upon it, to the extent that such Taxes have become due,
     except those being diligently contested by appropriate legal proceedings in
     good faith and against which reserves have been established in conformity
     with generally

                                       23

<PAGE>

     accepted accounting principles. As of the date of this Agreement, no
     extensions of time are in effect for assessments of deficiencies for
     federal income taxes of the Borrower. For purposes of this paragraph, Taxes
     owing to a particular taxing authority or governmental agency shall not be
     considered material if they do not exceed $5,000 in the aggregate
     (excluding sales taxes).

          6.7 Survival of Representations. All representations and warranties
              ---------------------------
     made herein or in any other Post Petition Loan Documents will survive the
     delivery of the Notes and any investigation at any time made by or on
     behalf of the Bank shall not diminish its rights to rely thereon. All
     statements contained in any certificate or other instrument delivered by or
     on behalf of the Borrower under or pursuant to this Agreement or any other
     Post Petition Loan Documents or in connection with the transactions
     contemplated hereby or thereby shall constitute representations and
     warranties made hereunder.

7. AFFIRMATIVE COVENANTS.
   ---------------------

     Until the Indebtedness is paid in full, the Borrower agrees to perform or
cause to be performed the following unless the Bank shall otherwise consent in
writing:

     7.1  Reports Certificates and Notifications.
          --------------------------------------

               7.1.1 Annual Financial Statements. Commencing with the Borrower's
                     ---------------------------
          current fiscal year, within ninety (90) days after the close of each
          fiscal year, the Borrower will furnish to the Bank a copy of an annual
          audited financial statement of the Borrower prepared on a
          consolidating and consolidated basis and in conformity with generally
          accepted accounting principles applied on a consistent basis, by
          independent certified public accountants of recognized standing
          selected by the Borrower and reasonably acceptable to the Bank. All
          financial statements required to be produced to the Bank shall be
          prepared in accordance with Generally Accepted Accounting Principles
          ("GAAP").

               7.1.2 Interim Financial Reports. Within thirty (30) days after
                     -------------------------
          the end of each month, the Borrower will furnish to the Bank a copy of
          an unaudited financial statement of the Borrower, signed by the Chief
          Executive Officer or Chief Financial Officer of Borrower, prepared in
          accordance with generally accepted accounting principals, consistently
          applied from prior periods, and containing at least a balance sheet as
          of the close of such month and a statement of earnings for such month
          and for the period from the beginning of such fiscal year to the close
          of such month. Within forty-five (45) days from the end of each
          calendar quarter, Borrower shall furnish Bank with a complete copy of
          Borrower's Form l0-QSB as filed with the Securities and Exchange
          Commission for that quarter.

               7.1.3 Borrowing Base Certificate and Compliance Statement. Within
                     ---------------------------------------------------
          fifteen (15) days from the end of each calendar month Borrower shall
          provide Bank with the Borrowing Base Certificate and Compliance
          Statement.

                                       24

<PAGE>

               7.1.4 Tax Returns. Borrower will furnish Bank with a full, true
                     -----------
          and correct copy of Borrower's Federal income tax return within ten
          (10) days from the date said return is filed.

               7.1.5 Other Financial Information. Within fifteen (15) days from
                     ---------------------------
          the end of each calendar month Borrower shall provide Bank with: (a) a
          written report of all signed purchase orders obtained during such
          month; (b) a report of all orders that are backlogged and unfilled at
          the time; and (c) a report of orders reasonably anticipated by
          Borrower to be received during the next ninety (90) days. Within ten
          (10) days from request, Borrower will furnish the Bank with such other
          information as can be reasonably prepared by Borrower concerning the
          business, operations and financial condition of the Borrower as may be
          reasonably requested by the Bank, from time to time.

               7.1.6 Litigation. The Borrower will promptly furnish the Bank
                     ----------
          with written notice if at any time there are pending lawsuits or other
          legal proceedings against either the Borrower where the aggregate
          amount sued for or the total value of the property involved is in
          excess of $10,000.00, or is not otherwise adequately covered by
          insurance. Thereafter, the Borrower will keep the Bank informed on a
          current basis as to status of all such litigation until all matters
          are settled or adjudicated.

               7.1.7 Notification of Liens. The Borrower will notify the Bank of
                     ---------------------
          the existence or asserted existence of any mortgage, pledge, lien,
          charge or encumbrance on any of the properties of the Borrower,
          personal or real, tangible or intangible, forthwith upon the
          Borrower's obtaining knowledge thereof, excluding only: (i)
          encumbrances, if any, in favor of the Bank; (ii) deposits to secure
          payment of worker's compensation, unemployment insurance and similar
          benefits; (iii) statutory liens arising in the ordinary course of the
          Borrower's business which secure current obligations of the Borrower
          which are not in default.

          7.2  Books. Records and Inspections. The Borrower will maintain
               ------------------------------
adequate and accurate books and records of account in conformity with generally
accepted accounting principles, consistently applied.

          7.3  Taxes. Other Liens. The Borrower will pay when due all taxes,
               ------------------
assessments, governmental charges or levies, and all claims for labor,
materials, supplies, rent and other obligations which, if unpaid, might become a
lien against its property, excluding only liabilities being diligently contested
in good faith by appropriate legal proceedings and against which there are
established reserves in conformity with sound business practices and generally
accepted accounting principles.

          7.4  Maintenance. The Borrower will maintain its existence, remain
               -----------
licensed or qualified and in good standing in each jurisdiction in which it
holds any properties or conducts any business, except where failure to be
qualified or licensed would not have a

                                       25

<PAGE>

material adverse effect on the financial condition, business operations or
properties of the Borrower, taken as a whole, or render any of Borrower's
material agreements void or unenforceable, or materially impair the Borrower's
ability to fulfill its obligations under the Loan Documents. The Borrower will
maintain all franchises, permits, trademarks, trade names, and licenses
necessary or useful in the operation of its business as heretofore operated and
as to be operated as contemplated hereby, subject to changes in the ordinary
course of business, and maintain or cause to be maintained all of its properties
in good and workable condition, repair, and appearance, and protect the same
from deterioration, other than normal wear and tear, at all times.

     7.5 Compliance with Laws. The Borrower will comply in all material respects
         --------------------
with all statutes, laws, rules or regulations to which it is subject or by which
its properties are bound or affected, including without limitation, (i) those
pertaining or relating to environmental standards and controls and hazardous
waste disposal, (ii) those pertaining to occupational health and safety
standards, (iii) those pertaining to equal employment and credit practices and
civil rights, and (iv) those pertaining to its business or operations, except to
the extent that any of the foregoing are being diligently contested in good
faith by appropriate legal proceedings and against which there are established
reserves in conformity with sound business practices and generally accepted
accounting principles. Borrower will promptly notify Bank in the event Borrower
receives any notice from any governmental agency of any alleged failure to
comply with any such laws, rules or regulations.

     7.6 Further Assurances. The Borrower will promptly cure any defects or
         ------------------
omissions in the execution and delivery of, or the compliance with the Loan
Documents, or the conditions described in paragraph 4, including the execution
and delivery of additional documents reasonably requested by the Bank.

     7.7 Access. The Bank shall have the right to examine and copy the books and
         ------
records of the Borrower and to discuss with the Borrower its affairs, finances
and accounts. Any authorized representative of the Bank will be afforded access
to any property owned by the Borrower during normal business hours upon
reasonable prior notice. The Bank agrees to maintain any records of Borrower in
Bank's possession in strict confidence.

     7.8 Insurance. Policies of insurance will be maintained by the Borrower
         ---------
with insurance companies satisfactory to the Bank, in amounts and against risks
satisfactory to the Bank, to the extent insurance coverage is required by
applicable state and federal regulatory agencies or is consistent with insurance
coverage customarily or typically maintained by similar businesses which are
similarly situated, and the Bank will be furnished with a certificate of
insurance in form and substance satisfactory to the Bank. The Borrower will not
commit or suffer to be committed any act whereby any insurance required hereby
shall or may be suspended, impaired or defeated, nor will the Borrower suffer or
permit its properties to be used in a manner not permitted under any applicable
policy of insurance then in effect.

     7.9 Financial Covenants.
         -------------------

                                       26

<PAGE>

     7.9.1 Current Ratio. Maintain a Current Ratio as follows:
           -------------

           12-1-01 through 02-28-02         1.25 to 1.0
           03-1-02 through 05-31-02         1.25 to 1.0
           06-1-02 through 08-31-02         1.25 to 1.0
           09-1-02 through 11-30-02         1.25 to 1.0
           12-1-02 through 02-28-03         1.25 to 1.0
           03-1-03 through 05-31-03         1.25 to 1.0
           06-1-03 through 08-31-03         1.25 to 1.0
           09-1-03 through 11-30-03         1.25 to 1.0
           Thereafter                       1.25 to 1.0


Current Ratio shall mean current assets as compared to current liabilities in
accordance with GAAP.

     7.9.2 Working Capital. Maintain minimum Working Capital as follows:
           ---------------

           12-1-01 through 02-28-02          $1,000,000
           03-1-02 through 05-31-02          $1,000,000
           06-1-02 through 08-31-02          $1,000,000
           09-1-02 through 11-30-02          $1,000,000
           12-1-02 through 02-28-03          $  500,000
           03-1-03 through 05-31-03          $  500,000
           06-1-03 through 08-31-03          $1,000,000
           09-1-03 through 11-30-03          $1,000,000
           Thereafter                        $1,000,000

Working Capital shall mean current assets less current liabilities in accordance
with GAAP.

     7.9.3 Tangible Net Worth. Maintain on a consolidated basis a Tangible Net
           ------------------
Worth equal to or greater than the following sums:

           12-1-01 through 02-28-02          $  150,000
           03-1-02 through 05-31-02          $        0
           06-1-02 through 08-31-02          $  250,000
           09-1-02 through 11-30-02          $  250,000
           12-1-02 through 02-28-03          $        0
           03-1-03 through 05-31-03          $        0
           06-1-03 through 08-31-03          $  400,000
           09-1-03 through 11-30-03          $  600,000
           Thereafter                        $  500,000

The Tangible Net Worth requirement of this paragraph shall not be reduced for
any reason, including net losses during any given year. "Tangible Net Worth"

                                       27

<PAGE>

means the value of Borrower's total assets (including leaseholds and leasehold
improvements and reserves against assets but excluding goodwill, patents,
trademarks, trade names, organization expense, unamortized debt discount and
expense, capitalized or deferred research and development costs, deferred
marketing expenses, and other like intangibles, and monies due from affiliates,
officers, directors, employees, shareholders, members or managers of Borrower)
less total liabilities, including but not limited to accrued and deferred income
taxes, but excluding the non-current portion of Subordinated Liabilities.
"Subordinated Liabilities" means liabilities subordinated to Borrower's
obligations to Lender in a manner acceptable to Lender in its sole discretion.

     7.9.4 Debt to Book Net Worth. Maintain on a consolidated basis a ratio of
           ----------------------
Total Liabilities (excluding the non-current portion of Subordinated
Liabilities) to Book Net Worth not exceeding the following:

           12-1-01 through 02-28-02               1.25 to 1
           03-1-02 through 05-31-02               1.25 to 1
           06-1-02 through 08-31-02               1.25 to 1
           09-1-02 through 11-30-02               1.25 to 1
           12-1-02 through 02-28-03               1.25 to 1
           03-1-03 through 05-31-03               1.25 to 1
           06-1-03 through 08-31-03               1.25 to 1
           09-1-03 through 11-30-03               1.25 to 1
           Thereafter                             1.25 to 1


"Total Liabilities" means the sum of current liabilities plus long term
liabilities. "Book Net Worth" means the sum of the aggregate par value or, in
the case of capital stock having no par value, the stated value of all capital
stock of the Borrower as determined from the balance sheet of the Borrower,
prepared in accordance with GAAP, plus (or minus in the case of a deficit) all
                                  ----
surplus including retained earnings (other than surplus resulting from
revaluation of capital assets).

     7.9.5 Debt Service Ratio. Maintain on a consolidated basis, for the prior
           ------------------
four quarters, a Debt Service Ratio of not less than:

           12-1-01 through 02-28-02                 N.A.
           03-1-02 through 05-31-02                .10 to 1
           06-1-02 through 08-31-02                .20 to 1
           09-1-02 through 11-30-02                .30 to 1
           12-1-02 through 02-28-03                .20 to 1
           03-1-03 through 05-31-03                .40 to 1
           06-1-03 through 08-31-03                .60 to 1
           09-1-03 through 11-30-03                .90 to 1
           Thereafter                              1.0 to 1


                                       28

<PAGE>

          Debt Service Ratio shall mean the sum of Net Income, Income Taxes,
          Depreciation Expense, Amortization Expense and Interest Expense
          divided by the sum of Principal Payments on Debt, Capital Lease
          Payments and Interest Expense due, whether paid or not, during the
          period ending with the close of business of the Annual Financial
          Statement or Interim Financial Report.

               7.9.6 Cash Balance. On the Effective Date, the Borrower shall
                     ------------
          have no less than Eight Hundred Thousand Dollars ($800,000.00) of
          cash, short term U.S. Government obligations or insured bank deposits.

          7.9  Maintenance of Accounts. So long as any Indebtedness remains
          ---  -----------------------
     unpaid, Borrower shall maintain all of its deposits of cash or monies at
     the Bank. Notwithstanding the foregoing, the Borrower may keep deposits
     with another institution if: (a) that institution has loaned money to the
     Borrower and there is an outstanding balance due to the institution, (b)
     that institution requires that certain deposits be kept at the institution,
     (c) the monies to be deposited are proceeds of collateral or assets subject
     to a lien held by the institution, and (d) the institution is one to which
     the Bank has subordinated pursuant to paragraph 3.4 above. Any such
     deposited funds shall remain subject to the Bank's liens on the Collateral.

          7.10 Lien Filings. Borrower shall timely take all actions necessary or
          ---- ------------
     appropriate to properly perfect Borrower's rights to assert mechanics and
     materialmen's liens, laborers liens, or other statutory or common law liens
     to which the Borrower is entitled in all jurisdictions in which Borrower
     does business. Borrower will further timely take such action as may be
     necessary or appropriate to foreclose such liens or otherwise collect
     Borrower's Accounts Receivables.

          7.11 Lock Box Arrangement. All payments on Borrower's Receivables and
          ---- --------------------
     on the Aggreko Receivable will be directed for deposit to a post office box
     designated by Bank, and over which Bank will exercise exclusive control.
     Borrower hereby agrees that Bank may, as Borrower's attorney in fact (which
     appointment shall be deemed coupled with an interest and shall be
     irrevocable during the term of this Agreement), take possession of all
     remittances to such post office box, endorse Borrower's name thereon, and
     deposit such remittances in Borrower's account for application to the
     Indebtedness. Borrower further agrees that Bank may take such other
     actions, for and on behalf of Borrower and in Borrower's name, place and
     stead, as may, in Bank's good faith judgment, be necessary or helpful to
     effect collection of Borrower's accounts and application of such
     collections to the Indebtedness.

8.   NEGATIVE COVENANTS.
     ------------------

                                       29



<PAGE>

     So long as any Indebtedness is unpaid, the Borrower will not perform or
permit to be performed any of the following acts unless the Bank shall otherwise
agree in writing:

          8.1 Creation or Existence of Liens. The Borrower will not create,
              ------------------------------
     assume or suffer to exist any mortgage, pledge, lien, charge or encumbrance
     on any of the properties of the Borrower, personal or real, tangible or
     intangible, excluding only: (i) encumbrances in favor of the Bank; (ii)
     deposits to secure payment of worker's compensation, unemployment insurance
     and similar benefits; (ii) statutory liens, against which there are
     established reserves in accordance with generally accepted accounting
     principles, and which (a) are being contested in good faith by appropriate
     legal proceedings, or (b) arise in the ordinary course of the Borrower's
     business and secure current obligations of the Borrower which are not in
     default; (iv) liens for property taxes not yet due.

          8.2 Fixed Asset Purchases. During the first year following the
              ---------------------
     Effective Date, the Borrower shall not purchase fixed assets in excess of
     Three Hundred Thousand Dollars ($300,000); during the second year following
     the Effective Date, the Borrower shall not purchase fixed assets in excess
     of Three Hundred Thousand Dollars ($300,000); and, during the third year
     following the Effective Date, the Borrower shall not purchase fixed assets
     in excess of Six Hundred Thousand Dollars ($600,000)

          8.3 Intentionally Omitted.

          8.4 Limitation on Dividends and Redemption. Borrower will not
              --------------------------------------
     directly or indirectly (i) declare or pay, or become obligated to declare
     or pay, any dividends or set apart any sum or any of its assets for the
     payment of dividends, or make any other distribution, by reduction or
     capital or otherwise, in respect of any class of stock of the Borrower,
     (ii) purchase, redeem or otherwise retire any such shares or apply or set
     apart any sum or any of is assets therefore, or (iii) otherwise make any
     payments in cash or assets to any stockholder, other than reasonable
     compensation for services rendered. For the purpose of this paragraph 8.4,
     references to stock of the Borrower shall include options or warrants to
     purchase such shares.

          8.5 Limitation on Debt. The Borrower will not create or incur any
              ------------------
     additional Debt for borrowed money except for purchase money borrowings
     necessary to purchase the fixed assets to the extent set forth in paragraph
     8.2 herein.

          8.6 Limitation on Contingent Liabilities. Except for the Trust Note,
              ------------------------------------
     the Borrower will not directly or indirectly, guarantee, co-sign, agree to
     purchase or repurchase or provide funds in respect of, or otherwise become
     or remain liable with respect to, indebtedness of any character of any
     other person or entity, except contingent liabilities arising out of claims
     or litigation which are fully covered by insurance.

          8.7 Changes in Nature of Business. Except for changes contemplated by
              -----------------------------
     Borrower's management at the time of this Agreement, specifically as to
     reduction in manufacturing operations in favor of outsourcing production of
     component parts, the Borrower will not discontinue or make any material
     change in the nature of its business

                                       30

<PAGE>

     as conducted on the date of this Agreement, or make any material change in
     the manner in which it conducts its business unless otherwise consented to
     by the Bank, which consent will not be unreasonably withheld.

          8.8  Changes to Method of Accounting. The Borrower will not make any
               -------------------------------
     material change in its method of accounting for purposes of the reporting
     requirements of this Agreement, except as may be mandated by generally
     accepted accounting principles and with the consent of the Borrower's
     independent certified public accountants.

          8.9  Sale-Leaseback Transactions. The Borrower will not make any sale,
               ---------------------------
     transfer or disposition of any of its real or personal property in a
     sale-leaseback transaction.

          8.10 Payments on Subordinated Debt. Except as may be expressly agree
               -----------------------------
     to by the Bank, Borrower shall make no voluntary payments, of either
     principal or interest, to any party on or for: (a) return or repayment of
     capital injected into the Borrower, (b) repayment of any debt that is
     subordinated in priority to that of the Lender. Notwithstanding the
     foregoing, this shall not preclude payment by the Borrower of trade
     payables incurred in the ordinary course of its business and payroll
     severance expenses.

9.   EVENTS OF DEFAULT.
     -----------------

     The occurrence of any of the following events, unless waived in writing by
the Bank, shall constitute an "Event of Default":

          9.1 Nonpayment of Notes. The failure of the Borrower or the Trust to
              -------------------
     make any payment required by this Agreement, the Restructured Working
     Capital Note, the Restructured Term Note, the Liquidation Proceeds Note,
     the Trust Note or the Expenses Note when the same shall have become due and
     payable; or,

          9.2 Other Nonpayment. The failure of the Borrower or Trust to pay any
              ----------------
     other amount due and payable to the Bank under the terms of the Loan
     Documents within ten (10) calendar days after the date any such payment
     shall have become due and payable; or,

          9.3 Representations and Warranties. Any representation, statement,
              ------------------------------
     certificate, schedule or report made or furnished to the Bank by or on
     behalf of the Borrower proves to have been false or erroneous in any
     material respect as of the date on which such representation was made, or
     any warranty ceases to be complied with in any material respect, and the
     Borrower fails to correct such false or erroneous representation or to
     comply with such warranty within twenty (20) Business Days after written
     notice thereof from the Bank (provided that no notice or opportunity to
     cure need be given if by its nature the false representation or breach of
     warranty is incapable of being corrected); or,

          9.4 Financial Covenants. The failure of the Borrower to meet the
              -------------------
     financial covenants set forth in paragraph 7.9 above for a period of more
     than twenty (20) days; or,

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<PAGE>

          9.5  Covenants. The failure of the Borrower to perform or observe any
               ---------
     of the covenants or agreements contained in this Agreement and continuance
     thereof for a period of more than twenty (20) days; or,

          9.6  Other breach of Covenants. The failure of the Borrower to perform
               -------------------------
     or observe any other covenant or agreement contained in any other Loan
     Documents and continuance thereof beyond the expiration of any applicable
     grace period expressly stated therein; or,

          9.7  Insolvency. Except for the appointment of the Liquidation Agent,
               ----------
     the Borrower or Trust shall (i) apply for or consent to the appointment of
     a custodian, receiver, trustee or liquidator of the Borrower or Trust or
     any of their properties, (ii) admit in writing the inability to pay, or
     generally fail to pay, its Debts as they become due, (iii) make a general
     assignment of the benefit of creditors, (iv) commence any proceeding
     relating to the bankruptcy, reorganization, liquidation, receivership,
     conservatorship, insolvency, readjustment of debt, dissolution, or
     liquidation of the Borrower or Trust, or if action should be taken by the
     Borrower or Trust for the purpose of effecting any of the foregoing, (v)
     suffer any such appointment or commencement of a proceeding as described in
     clause (i) or (iv) of this paragraph 8.6, which appointment or proceeding
     is not terminated or discharged within thirty (30) days, or (vi) become
     insolvent; or,

          9.8  Judgment. Entry by any court of a final judgment or judgments
               --------
     against the Borrower or Trust for an aggregate amount in excess of
     $50,000.00 or the attachment of, levy upon or garnishment of any of their
     respective properties having a fair market value in an aggregate amount in
     excess of $50,000.00, which in either case is not discharged to the
     satisfaction of the Bank within thirty (30) days thereafter; provided,
     however, that no Default or Event of Default shall occur if any such
     judgment has been appealed and execution thereon stayed by the posting of a
     supersedes bond; or,

          9.9  Maturity of Other Debt. The acceleration by the holder of the
               ----------------------
     maturity of any indebtedness for borrowed funds of the Borrower or Trust to
     any other person or entity for an aggregate amount in excess of $50,000.00,
     or the Borrower or Trust shall be in material breach of or default under
     any material agreement with any person or entity and such breach or default
     shall remain unremedied for a period of thirty (30) days.

10.  REMEDIES.
     --------

          10.1 Acceleration of Indebtedness. Upon the occurrence of any Event of
               ----------------------------
     Default specified in paragraph 9.1, the Indebtedness shall become
     immediately due and payable, all without notice or demand. Upon the
     occurrence of any other Event of Default specified in paragraph 9, the
     Bank, without further notice or demand, may, at its option, declare all
     Indebtedness to be immediately due and payable, whereupon the same shall be
     forthwith due and payable. The Bank shall promptly advise the Borrower of
     any such declaration, but failure to do so shall not impair the effect of
     such declaration. Upon such acceleration of maturity, the Bank shall be
     entitled to exercise all remedies available to it under the Loan Documents
     or otherwise under applicable law, including without

                                       32

<PAGE>

     limitation: (i) terminating the Bank's obligations and the Borrower's
     rights under this Agreement, and (ii) commencing one or more actions
     against the Borrower to reduce the claim of the Bank against the Borrower
     to judgment. In the event the Bank elects to enforce its rights under any
     one or more of the Loan Documents selectively and successively, such action
     shall not be deemed a waiver or discharge of any other right until such
     time as the Bank shall have been paid in full all Indebtedness.

          10.2 Waiver of Default. The Bank may, by an instrument in writing,
               -----------------
     waive any Default or Event of Default and any of the consequences of such
     Default or Event of Default, and, in such event, the Bank, the Borrower
     shall be restored to their respective former positions, rights and
     obligations hereunder. Any Default or Event of Default so waived shall for
     all purposes of this Agreement be deemed to have been cured and not be
     continuing, but no such waiver shall extend to any subsequent or other
     Default or Event of Default or impair any consequence of such subsequent or
     other Default or Event of Default.

          10.3 Deposits; Setoff. Regardless of the adequacy of any collateral
               ----------------
     held by the Bank, any deposits or other sums credited by or due from the
     Bank to the Borrower shall at all times constitute collateral security for
     the Indebtedness and, upon the occurrence of an Event of Default, may be
     set off against the absolute or contingent, due or to become due, now
     existing or hereafter arising, Indebtedness of the Borrower to the Bank.
     The rights granted by this paragraph 10.3 shall be in addition to the
     rights of the Bank under any statutory banker's lien or the common law
     right of set off. This paragraph shall not apply to any monies of which the
     Borrower is only the beneficial owner, regardless of the name in which the
     money is deposited, nor shall this paragraph apply to any monies which the
     Borrower is contractually obligated to spend in whole or in part for the
     accounts of others, provided that the Borrower shall have established
     special accounts or given the Bank written notice that particular funds are
     beneficially owned by others or are dedicated for particular expenditures.
     If the Borrower fails to establish such special accounts and fails to give
     such notice, the Bank may assume that funds on deposit to the account of
     the Borrower belong solely to the named depositor and are subject to this
     paragraph 10.3.

11.  TERM.
     ----

     This Agreement shall remain in full force and effect until all Indebtedness
of Borrower to Bank has been paid in full.

12.  GENERAL PROVISIONS.
     ------------------

          12.1 Participating Lenders. The Borrower understands that, although
               ---------------------
     the Notes may name the Bank as the holder thereof, the Bank may have sold a
     participation interest in the Loan to one or more other lenders, and the
     Borrower agrees that, subject to the terms of the agreements of
     participation, each participating lender will be entitled to rely on the
     terms of this Agreement and the other Loan Documents as fully as if such
     participating lender had been named as the holder of such Notes and named
     in the other Loan Documents.

                                       33

<PAGE>

          12.2 Hold Harmless. Except for a successful claim against the Bank by
               -------------
     the Borrower, the Borrower will indemnify and hold the Bank, and any
     participant in any or one or more of the Loans, harmless from all
     liability, loss, damages or expense, including reasonable attorney's fees,
     that the Bank or any such participant may incur in good faith as a result
     of entering into the Loan Documents, or in compliance with or in the
     enforcement of the terms of the Loan Documents.

          12.3 Cumulative Remedies. No failure on the part of the Bank to
               -------------------
     exercise, and no delay in exercising, any right or remedy under the Loan
     Documents shall operate as a waiver thereof, nor shall any single or
     partial exercise by the Bank of any right thereunder preclude any other or
     further right of exercise thereof or the exercise of any other right. The
     remedies herein provided are cumulative and not alternative.

          12.4 Notices. All notices, requests and demands shall be served in
               -------
     person or delivered by registered or certified mail as follows:


          The Borrower                       Tower Tech, Inc.
                                             Attention: Chief Executive Officer
                                             11935 S. 1-44 Service Road
                                             Oklahoma City, Oklahoma 73173

          With copies to:                    B. Wayne Dabney, Esq.
                                             Holloway, Dobson & Bachman
                                             One Leadership Square, Suite 900
                                             211 North Robinson
                                             Oklahoma City, Oklahoma 73102

          The Bank                           Gold Bank
                                             P.O. Box 721660
                                             Oklahoma City, OK 73172-1660

     or at such other address as to the other party hereto shall designate for
     such purpose in a written notice to the other party hereto. Notices served
     in person shall be effective and deemed given when delivered, and notices
     sent by mail shall be effective and deemed given on the second Business Day
     following deposit in the U.S. mail, postage prepaid; provided, however,
     that any notice changing the address to which notice shall be sent shall
     only be effective when actually received by the party to whom it is
     directed.

          12.5 Construction; Applicable Law. Irrespective of the place of
               ----------------------------
     execution, this Agreement and all other Loan Documents shall be deemed
     executed in Oklahoma County, Oklahoma, and shall be construed in accordance
     with the laws of the State of Oklahoma. Nothing in this Agreement shall be
     construed to constitute the Bank as a joint venturer with the Borrower or
     to constitute a partnership. The descriptive headings of the paragraphs of
     this Agreement are for convenience only and shall not be used in the
     construction of the content of this Agreement.

                                       34

<PAGE>

          12.6  Binding Effect. This Agreement and the other Loan Documents
                --------------
     shall be binding on, and shall inure to the benefit of, the parties hereto
     and their respective successors and assigns; provided that, without the
     prior, written consent of the Bank, the Borrower will not assign or
     transfer any of its interest, rights or obligations arising out of or
     relating to the Loan Documents.

          12.7  Exhibits. Exhibits attached to this Agreement are incorporated
                --------
     herein for all purposes and shall be considered a part of this Agreement.

          12.8  Severability. In the event any one or more of the provisions
                ------------
     contained in this Agreement or the other Loan Documents shall, for any
     reason, be held to be invalid, illegal or unenforceable in any respect and
     in any jurisdiction, (i) such invalidity, illegality or unenforceability
     shall not affect any other provision thereof, (ii) the remaining provisions
     shall continue in full force and effect, and (iii) such invalid, illegal or
     unenforceable provision shall not be affected in any other jurisdiction.

          12.9  Entire Agreement; Conflicting Provisions. This Agreement
                ----------------------------------------
     constitutes the entire agreement of the parties hereto with respect to the
     Loan and all matters arising out of or related thereto. In the event of any
     direct conflict between or among the provisions of this Agreement and the
     provisions of any other Loan Document(s), the provisions on this Agreement
     shall control.

          12.10 Waivers. No act, delay, omission or course of dealing between or
                -------
     among the parties hereto will constitute a waiver of their respective
     rights or remedies under this Agreement or the other Loan Documents. No
     waiver, change, modification or discharge of any of the rights and duties
     of the parties hereto will be effective unless contained in a written
     instrument signed by the party sought to be bound.

          IN WITNESS WHEREOF, the Bank, the Borrower has caused this Agreement
to be duly executed in multiple counterparts, each of which shall be considered
an original, as of the date first above written.

          BORROWER:                    TOWER TECH, INC. an Oklahoma corporation


                                       By: ____________________________________
                                           Robert Brink, President and Chief
                                           Executive Officer

                                       35

<PAGE>

        GUARANTOR:                      TOWER TECH, INC. an Oklahoma
                                        corporation


                                        By: ____________________________________
                                             Robert Brink, President and Chief
                                             Executive Officer


        TRUST:                          THE TOWER TECH, INC. LIQUIDATING TRUST


                                        By: ____________________________________
                                             David R. Payne, Liquidation Agent


        BANK:                           GOLD BANK


                                        By: ____________________________________
                                            Ralph T. Fredrickson, Executive Vice
                                            President



                                       36