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                                                                     Exhibit 4.7

                     AMENDED AND RESTATED SECURITY AGREEMENT
                     ---------------------------------------

         THIS AMENDED AND RESTATED  SECURITY  AGREEMENT is made and entered into
this 31/st/ day of January,  2002,  by Tower Tech,  Inc. (the "Debtor") in favor
of Gold Bank formerly known as People First Bank (the "Secured Party").

1.       Definitions.
         -----------

         1.1. All capitalized terms used herein without definitions shall have
the respective meanings provided therefor in the Post Bankruptcy Amended and
Restated Loan Agreement of even date herewith (the "Loan Agreement").

         1.2. Except as set forth below, all terms defined in the UCC and used
herein shall have the same definitions herein as specified therein.

         1.3. This Amended and Restated Security Agreement amends and restates
that certain Security Agreement of April 23, 1999 and is entered into pursuant
to that certain Plan of Reorganization, as amended and supplemented, confirmed
by the United States Bankruptcy Court for the Western District of Oklahoma in
the case of In re Tower Tech, Inc. bearing Case No. 00-20285 (the "Plan"). This
Amended and Restated Security Agreement shall amend and restate but not replace
the April 23, 1999 Security Agreement and the terms of such Security Agreement
shall remain in full force and effect unless modified herein.

         1.4 The following terms shall have the meaning set forth below:

            1.4.1. "Collateral" - all now owned and hereafter acquired personal
                    ----------
property and fixtures, and proceeds thereof, (including proceeds of proceeds)
including without limitation:

                1.4.1.1. Accounts;
                1.4.1.2. Chattel Paper;
                1.4.1.3. Inventory;
                1.4.1.4. Equipment:
                1.4.1.5. Instruments, including Promissory Notes;
                1.4.1.6. Investment Property;
                1.4.1.7. Documents;
                1.4.1.8. Deposit Accounts;
                1.4.1.9. Letter of Credit Rights;
                1.4.1.10.General Intangibles;
                1.4.1.11.Supporting Obligations;

                                  Page 1 of 17

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     1.4.2.   "Event of Default" - means the failure of the Debtor to pay or
               ---------------
perform  any of the  Obligations  as and when due to be paid or performed under
the terms of the Loan Agreement.

     1.4.3.   "Governmental Account Debtors" - See Exhibit 1.4.3.
               ----------------------------

     1.4.4.   "Instrument" - Shall have the meaning as defined in Article 9 of
               ----------
the UCC.

     1.4.5.   "Negotiable Collateral" - all of Debtor's present and future
               ---------------------
letters of credit, notes, drafts, instruments, certificated and uncertificated
securities (including the shares of stock of subsidiaries of Borrower),
documents, personal property leases (wherein Borrower is the lessor), chattel
paper, and Borrower's books and records relating to any of the foregoing.

     1.4.6.   "Obligations" - means all of the indebtedness, obligations and
               -----------
liabilities of the Debtor to the Secured Party, and of the Trust (as defined in
the Loan Agreement) to the Secured Party, individually or collectively, whether
direct or indirect, joint or several, absolute or contingent, due or to become
due, now existing or hereafter arising under or in respect of the Loan
Agreement, any promissory notes or other instruments or agreements executed and
delivered pursuant thereto or in connection therewith or this Agreement

     1.4.7.   "Perfection Certificate" - The Perfection Certificate in the form
               ----------------------
of Exhibit

     1.4.8.   "Permitted Liens" - The liens, if any listed on Exhibit 1.4.8.
               ---------------

     1.4.9.   "State" - The State of Oklahoma.
               -----

     1.4.10.  "Transferable Record" - shall have the meaning set forth in the
               -------------------
Transferable Record Statutes.

     1.4.11.  "Transferable  Record  Statutes" - (S)201 of the Federal
               -----------------------------
Electronic  Signatures in Global and National  Commerce Act, orss.16 of the
Uniform Electronic Transactions Act.

     1.4.12.  "UCC" - The Uniform Commercial Code in effect in the State at the
               ---
date on which a determination thereunder is to be made.

2. Grant of Security Interest.
   --------------------------

   2.1. To secure the payment and performance in full of the Obligations, the
Debtor grants to the Secured Party a security interest in the Collateral, and
all proceeds and products thereof.

   2.2. The Secured Party acknowledges that the attachment of its security
interest in any commercial tort claim as original collateral is subject to the
Debtor's compliance with Section 4.7.

3. Authorization to File Financing Statements.
   -----------------------------------------
   3.1. The Debtor hereby irrevocably authorizes the Secured Party at any time
and from time to time to file in any Uniform Commercial Code jurisdiction any
initial financing statements and amendments thereto that:

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      3.1.1. indicate the Collateral as all assets of the Debtor or words of
similar effect, regardless of whether any particular asset comprised in the
Collateral falls within the scope of Article 9 of the UCC, or as being of an
equal or lesser scope or with greater detail;

      3.1.2. contain any other information required by part 5 of Article 9 of
the UCC for the sufficiency or filing office acceptance of any financing
statement or amendment, including (i) whether the Debtor is an organization, the
type of organization and any organization identification number issued to the
Debtor and, (ii) in the case of a financing statement filed as a fixture filing
or indicating Collateral as as-extracted collateral or timber to be cut, a
sufficient description of real property to which the Collateral relates; and

      3.1.3. contain a notification that the Debtor has granted a negative
pledge to the Secured Party, and that any subsequent lienor may be tortuously
interfering with Secured Party's rights;

      3.1.4. advises third parties that any notification of Debtor's Account
Debtors will interfere with Secured Party's collection rights.

  3.2. The Debtor agrees to furnish any of the foregoing information to the
Secured Party promptly upon request.

  3.3. The Debtor ratifies its authorization for the Secured Party to have filed
any like initial financing statements or amendments thereto if filed prior to
the date hereof.

  3.4. The Secured Party may add any supplemental language to any such financing
statement as Secured Party may determine to be necessary or helpful in acquiring
or preserving rights against third parties.

4.Other Actions. Debtor agrees at its own expense, to take the following actions
  -------------
at its own expense with respect to the following Collateral:

  4.1. Promissory Notes and Tangible Chattel Paper. If the Debtor shall at any
time hold any promissory notes or tangible chattel paper, the Debtor shall
forthwith endorse, assign and deliver the same to the Secured Party, accompanied
by such instruments of transfer or assignment duly executed in blank as the
Secured Party may from time to time specify.

  4.2. Deposit Accounts.

      4.2.1. For each deposit account maintained at any time by the Debtor, the
Debtor shall, at the Secured Party's request and option, pursuant to an
agreement in form and substance satisfactory to the Secured Party, cause the
Secured Party to acquire Control over the deposit accounts.

      4.2.2. The Secured Party shall not give any such instructions or withhold
any withdrawal rights from the Debtor, unless an Event of Default has occurred
and is continuing, or, after giving effect to any withdrawal not otherwise
permitted by the Loan Documents, would occur.

      4.2.3. The provisions of this paragraph shall not apply to (i) any
deposit account for which the Debtor, the depositary bank and the Secured Party
have entered into a cash collateral

                                  Page 3 of 17

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agreement specially negotiated among the Debtor, the depositary bank and
the Secured Party for the specific purpose set forth therein, (ii) deposit
accounts for which the Secured Party is the depositary and (iii) deposit
accounts specially and exclusively used for payroll, payroll taxes and other
employee wage and benefit payments to or for the benefit of the Debtor's
salaried employees.

  4.3. Investment Property.

        4.3.1. If the Debtor shall at any time hold or acquire any certificated
securities, the Debtor shall forthwith endorse, assign and deliver the same to
the Secured Party, accompanied by such instruments of transfer or assignment
duly executed in blank as the Secured Party may from time to time specify.

        4.3.2. If any securities now or hereafter acquired by the Debtor are
uncertificated and are issued to the Debtor or its nominee directly by the
issuer thereof, the Debtor shall immediately notify the Secured Party thereof
and, at the Secured Party's request and option, Debtor shall cause the Secured
Party to acquire Control with respect thereto.

  4.4.  Collateral in the Possession of a Bailee.

        4.4.1. If any goods are at any time in the possession of a bailee, the
Debtor shall promptly notify the Secured Party thereof and, if requested by the
Secured Party, shall promptly obtain an acknowledgement from the bailee, in form
and substance satisfactory to the Secured Party, that the bailee holds such
Collateral for the benefit of the Secured Party and shall act upon the
instructions of the Secured Party, without the further consent of the Debtor.

        4.4.2. The Secured Party agrees with the Debtor that the Secured Party
shall not give any such instructions unless an Event of Default has occurred and
with respect to the bailee.

  4.5.  Electronic Chattel Paper and Transferable Records. If the Debtor at any
time holds or acquires an interest in any electronic chattel paper or any
Transferable Records, it shall promptly notify the Secured Party thereof and, at
the request of the Secured Party, shall take such action as the Secured Party
may reasonably request to vest in the Secured Party Control thereunder of such
electronic chattel paper or control under the Transferable Record Statutes.

  4.6.  Letter-of-Credit Rights. If the Debtor is at any time a beneficiary
under a Letter of Credit it shall promptly notify the Secured Party thereof and,
at the request and option of the Secured Party, the Debtor shall cause the
Secured Party to acquire Control thereof, in form satisfactory to Secured Party.

  4.7.  Commercial Tort Claims.

        4.7.1. If the Debtor shall at any time hold or acquire a commercial tort
claim, the Debtor shall immediately notify the Secured Party in a writing signed
by the Debtor of the brief details thereof and grant to the Secured Party in
such writing a security interest therein and in the proceeds thereof, all upon
the terms of this Agreement, with such writing to be in form and substance
satisfactory to the Secured Party.

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          4.7.2. The Debtor will not grant any security interest in any future
Commercial Tort Claim to any entity other than Secured Party.

     4.8. Other Actions as to any and all Collateral. The Debtor shall take any
other action reasonably requested by the Secured Party to insure the attachment,
perfection and first priority of, and the ability of the Secured Party to
enforce, the Secured Party's security interest in the Collateral including,
without limitation:

          4.8.1. causing the Secured Party's name to be noted as secured party
on any certificate of title for a titled good if such notation is a condition to
attachment, perfection or priority of, or ability of the Secured Party to
enforce its security interest therein;

          4.8.2. complying with any provision of any statute, regulation or
treaty of the United States as to any Collateral if compliance with such
provision is a condition to attachment, perfection or priority of, or ability of
the Secured Party to enforce, its security interest therein;

          4.8.3. obtaining governmental and other third party consents and
approvals, including without limitation any consent of any licensor, lessor or
other person obligated on Collateral;

          4.8.4. obtaining waivers from mortgagees and landlords in form and
substance satisfactory to the Secured Party, and

          4.8.5. Taking all actions required by any earlier versions of the
Uniform Commercial Code or by other law, as applicable in any relevant Uniform
Commercial Code jurisdiction, or by other law as applicable in any foreign
jurisdiction.

              4.8.5.1. Relation to Other Security Documents. The provisions of
                       ------------------------------------
          this Agreement supplement the provisions of any real estate mortgage
          or deed of trust granted by the Debtor to the Secured Party and
          securing the payment or performance of any of the Obligations. Nothing
          contained in any such real estate mortgage or deed of trust shall
          derogate from any of the rights or remedies of the Secured Party
          hereunder. In addition, the provisions of this Agreement shall be read
          and construed with the other Loan Documents as defined in the Loan
          Agreement.

5.   Representations and Warranties.  The Debtor represents and warrants that:
     ------------------------------

     5.1. Legal Status

          5.1.1. The Debtor's exact legal name is that indicated on the
Perfection Certificate.

          5.1.2. The Debtor is an organization of the type and organized in
the jurisdiction set forth in the Perfection Certificate.

          5.1.3. The Perfection Certificate accurately sets forth the Debtor's
organizational identification number or accurately states that the Debtor has
none.

          5.1.4. The Perfection Certificate accurately sets forth the Debtor's
place of business or, if more than one, its chief executive office as well as
the Debtor's mailing address if different.

                                  Page 5 of 17

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       5.1.5.   All other information set forth on the Perfection Certificate
pertaining to the Debtor is accurate and complete.

   5.2. Collateral.

       5.2.1. The Debtor is the owner of the Collateral,  free from any  adverse
lien,  security  interest or other  encumbrance,  except for the security
interest created by this Agreement and Permitted Liens, if any.

       5.2.2. None of the Collateral constitutes, or is the proceeds of,
"farm products" as defined in the UCC.

       5.2.3. Except for the Governmental Account Debtors, none of the Account
Debtors or other persons obligated on any of the Collateral is a governmental
authority subject to the Federal Assignment of Claims Act or like federal, state
or local statute or rule in respect of such Collateral.

       5.2.4. The Debtor holds no commercial tort claim except as indicated on
the Perfection Certificate.

       5.2.5. The Debtor has at all times operated its business in compliance
with all applicable provisions of the federal Fair Labor Standards Act, as
amended, and with all applicable provisions of federal, state and local statutes
and ordinances dealing with the control, shipment, storage or disposal of
hazardous materials or substances.

       5.2.6. All other information set forth on the Perfection Certificate
pertaining to the Collateral is accurate and complete.

6.  Covenants.
    ---------

    6.1.  Legal Status.

       6.1.1. Without providing at least 30 days prior written notice to the
Secured Party, the Debtor will not change its name, its place of business or,
if more than one, chief executive office, or its mailing address or
organizational identification number if it has one.

       6.1.2. If the Debtor does not have an organizational  identification
number and later obtains one, the Debtor shall forthwith notify the Secured
Party of such organizational identification number.

       6.1.3. The Debtor will not change its type of organization, jurisdiction
of organization or other legal structure.

   6.2.  Collateral.

       6.2.1. The Collateral, to the extent not delivered to the Secured Party
pursuant to Section 4.1, will be kept at those locations listed on the
Perfection Certificate and the Debtor will not

                                  Page 6 of 17

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remove the Collateral from such locations, without providing at least 30
days prior written notice to the Secured Party.

     6.2.2. Except for the security interest herein granted and Permitted Liens,
the Debtor shall be the owner of the Collateral free from any lien, security
interest or other encumbrance, and the Debtor shall defend the same against all
claims and demands of all persons at any time claiming the same or any interests
therein adverse to the Secured Party.

     6.2.3. The Debtor shall not pledge, mortgage or create, or suffer to exist
a security interest in the Collateral in favor of any person other than the
Secured Party except for Permitted liens.

     6.2.4. The Debtor will keep the Collateral in good order and repair and
will not use the same in violation of law or any policy of insurance thereon.

     6.2.5. The Debtor will permit the Secured Party to inspect the Collateral
at any reasonable time, wherever located.

     6.2.6. The Debtor will pay promptly when due all taxes, assessments,
governmental charges and levies upon the Collateral or incurred in connection
with the use or operation of such Collateral or incurred in connection with this
Agreement.

     6.2.7. The Debtor will continue to operate, its business in compliance with
all applicable provisions of the federal Fair Labor Standards Act, as amended,
and with all applicable provisions of federal, state and local statutes and
ordinances dealing with the control, shipment,storage or disposal of hazardous
materials or substances.

     6.2.8. The Debtor will not sell or  otherwise  dispose,  or offer to sell
or otherwise  dispose,  of the  Collateral  or any interest therein except for:

          6.2.8.1. sales and leases of inventory and licenses of general
                    intangibles in the ordinary course of business and

          6.2.8.2. So long as no Event of Default has occurred and is
                    continuing,  sales or other  dispositions of obsolescent
                    items of equipment in the ordinary course of business
                    consistent with past practices.

     6.2.9. After written notice by Secured Party to Debtor, , and
automatically, without notice, after an Event of Default, Debtor shall not,
without the prior written consent of Secured Party in each instance:

          6.2.9.1. grant any extension of time for payment of any Accounts;

          6.2.9.2. compromise or settle any Accounts for less than the full
                    amount thereof;

          6.2.9.3. release in whole or in part any Account Debtor; or

                                  Page 7 of 17



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        6.2.9.4. Grant any credits, discounts, allowances, deductions, return
               authorizations or the like with respect to any Accounts.

     6.2.10. At such times as Secured Party may request and in the manner
specified by Secured Party, Debtor shall deliver to Secured Party or Secured
Party's representative original invoices, agreements, proof of rendition of
services and delivery of goods and other documents evidencing or relating to the
transactions which gave rise to any of the Collateral, together with customer
statements, schedules describing the Accounts or statements of account and
confirmatory assignments to Secured Party of the Accounts in form and substance
satisfactory to Secured Party and duly executed by Debtor.

     6.2.11. In addition, in the event that any Collateral, including proceeds,
is evidenced by or consists of Negotiable Collateral, Debtor shall, immediately
upon written request therefor from Secured Party, endorse and assign such
Negotiable Collateral over to Secured Party and deliver actual physical
possession of the Negotiable Collateral to Secured Party.

7. Insurance.
   ---------
   7.1. Maintenance of Insurance. The Debtor will maintain with financially
sound and reputable insurers insurance with respect to its properties and
business against such casualties and contingencies as shall be in accordance
with general practices of businesses engaged in similar activities in similar
geographic areas. Such insurance shall be in such minimum amounts that the
Debtor will not be deemed a co-insurer under applicable insurance laws,
regulations and policies and otherwise shall be in such amounts, contain such
terms, be in such forms and be for such periods as may be reasonably
satisfactory to the Secured Party and as required by the Loan Agreement. In
addition, all such insurance shall be payable to the Secured Party under a
Secured Party Lender Loss Payable Endorsement. Without limiting the foregoing,
the Debtor will:

       7.1.1. Keep all of its physical property insured with casualty or
physical hazard insurance on an "all risks" basis, with broad form flood and
earthquake coverage and electronic data processing coverage, with a full
replacement cost endorsement and an "agreed amount" clause in an amount equal to
100% of the full replacement cost of such property;

       7.1.2. Maintain all such workers' compensation or similar insurance as
may be required by law;

       7.1.3. Maintain, in amounts and with deductibles] equal to those
generally maintained by businesses engaged in similar activities in similar
geographic areas, general public liability insurance against claims of bodily
injury, death or property damage occurring, on, in or about the properties of
the Debtor; business interruption insurance; and product liability insurance.

   7.2. Insurance Proceeds.

       7.2.1. The proceeds of any casualty insurance relating to the Collateral
shall be held by the Secured Party as cash collateral for the Obligation.

      7.2.2. The Secured Party may, at its sole option, disburse from time to
time all or any part of such proceeds so held as cash collateral, upon such
terms and conditions as the Secured Party

                                  Page 8 of 17

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may reasonably prescribe, for direct application by the Debtor solely to
the repair or replacement of the Debtor's property so damaged or destroyed, or
the Secured Party may apply all or any part of such proceeds to the Obligations.


   7.3. Notice of Cancellation. Policies of insurance shall provide for at
least thirty days prior written cancellation notice to the Secured Party. In the
event of failure by the Debtor to provide and maintain insurance as herein
provided, the Secured Party may, at its option, provide such insurance and
charge the amount thereof to the Debtor. The Debtor shall furnish the Secured
Party with certificates of insurance and policies evidencing compliance with the
foregoing insurance provision.

8. Collateral Protection Expenses; Preservation of Collateral
   ----------------------------------------------------------

   8.1. Expenses Incurred by Secured Party. In its discretion, the Secured
Party may discharge taxes and other encumbrances at any time levied or placed on
any of the Collateral, make repairs thereto and pay any necessary filing fees.
The Debtor agrees to reimburse the Secured Party on demand for any and all
expenditures so made. The Secured Party shall have no obligation to the Debtor
to make any such expenditures, nor shall the making thereof relieve the Debtor
of any default.

   8.2. Secured Party's Obligations and Duties. The Secured Party's sole
duty with respect to the custody, safe keeping and physical preservation of the
Collateral in its possession, shall be to deal with such Collateral in the same
manner as the Secured Party deals with similar property for its own account.

   8.3. Securities and Deposits. The Secured Party may at any time, transfer to
itself or any nominee any securities constituting Collateral, receive any income
thereon and hold such income as additional Collateral or apply it to the
Obligations. Whether or not any Obligations are due, the Secured Party may
demand, sue for, collect, or make any settlement or compromise that it deems
desirable with respect to the Collateral. Regardless of the adequacy of
Collateral or any other security for the Obligations, any deposits or other sums
at any time credited by or due from the Secured Party to the Debtor may at any
time be applied to or set off against any of the Obligations [then due and
owing:

   8.4. Notification to Account Debtors and other Persons Obligated on
        Collateral.

       8.4.1. The Secured Party may at any time notify Account Debtors and
other persons obligated on any of the Collateral of the security interest of the
Secured Party in any account, chattel paper, general intangible, instrument or
other Collateral and that payment thereof is to be made directly to or as
designated by the Secured Party.

       8.4.2. After the making of such a request or the giving of any such
notification, the Debtor shall hold any proceeds of collection of accounts,
chattel paper, general intangibles, instruments and other Collateral received by
the Debtor as trustee for the Secured Party without commingling the same with
other funds of the Debtor and shall turn the same over to the Secured Party in
the identical form received, together with any necessary endorsements or
assignments.

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     8.4.3. The Secured Party shall apply the proceeds of collection of
accounts, chattel paper, general intangibles, instruments and other Collateral
received by the Secured Party to the Obligations, such proceeds to be
immediately entered after final payment in cash or other immediately available
funds of the items giving rise to them.

9.  Authorization to Secured Party
    ------------------------------
    9.1. Appointment and Powers of Secured Party. The Debtor irrevocably
authorizes Secured Party to take any and all appropriate action and to execute
any and all documents and instruments, in the name of Debtor, that may be
necessary or desirable to accomplish the purposes of this Agreement including
but not limited to:

     9.1.1. upon the occurrence and during the continuance of an Event of
Default, generally to sell, transfer, pledge, make any agreement with respect to
or otherwise deal with any of the Collateral in such manner as is consistent
with the UCC and as though the Secured Party were the absolute owner thereof,
and to do at the Debtor's expense, all acts which the Secured Party deems
necessary to protect, preserve or realize upon the Collateral and the Secured
Party's security interest therein, in order to effect the intent of this
Agreement, including, without limitation:

     9.1.2. the filing and prosecuting of registration and transfer applications
with the appropriate federal or local agencies or authorities with respect to
trademarks, copyrights and patentable inventions and processes;

     9.1.3. upon written notice to the Debtor, the exercise of voting rights
with respect to voting securities, which rights may be exercised, if the Secured
Party so elects, with a view to causing the liquidation in a commercially
reasonable manner of assets of the issuer of any such securities;

     9.1.4. the execution, delivery and recording, in connection with any sale
or other disposition of any Collateral, of the endorsements, assignments or
other instruments of conveyance or transfer with respect to such Collateral:

     9.1.5. the filing on behalf of Debtor with such governmental authorities as
are appropriate such documents (including, without limitation, applications,
certificates, and tax returns) as may be required for purposes of having Debtor
qualified to transact business in a particular state or geographic location;

    9.2. Ratification by Debtor. To the extent permitted by law, the Debtor
hereby ratifies all that said attorneys have lawfully done or cause to be done
by virtue hereof. This power of attorney is a power coupled with an interest and
shall be irrevocable.

10. Remedies. If an Event of Default shall have occurred and be continuing,
    --------
in addition to the rights granted to the Secured Party under the UCC:

    10.1 The Secured Party may require the Debtor to deliver to any location
reasonably selected by Secured Party and assemble all or any part of the
Collateral;

                                  Page 10 of 17

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     10.2 Unless the Collateral is perishable or threatens to decline speedily
in value or is of a type customarily sold on a recognized market, the Secured
Party shall give to the Debtor at least five business days prior written notice
(which the Debtor agrees shall be reasonable notice) of the time and place of
any public sale of Collateral or of the time after which any private sale or any
other intended disposition is to be made.

     10.3 The Debtor waives any and all rights that it may have to a judicial
hearing in advance of the enforcement of any of the Secured Party's rights
hereunder, including, without limitation, its right following an Event of
Default to take immediate possession of the Collateral and to exercise its
rights with respect thereto.

11. Standards for Exercising Remedies.
    ---------------------------------

    11.1. to the extent that applicable law imposes duties on the Secured Party
to exercise remedies in a commercially reasonable manner, the Debtor
acknowledges and agrees that it is not commercially unreasonable for the Secured
Party:

     11.1.1. to not incur expenses to prepare Collateral for disposition or
otherwise to complete raw material or work in process into finished goods or
other finished products for disposition;

     11.1.2. to fail to obtain third party consents for access to Collateral to
be disposed of, or to obtain or, if not required by other law, to fail to obtain
governmental or third party consents for the collection or disposition of
Collateral to be collected or disposed of;

     11.1.3. to fail to exercise collection remedies against account debtors or
other persons obligated on Collateral or to remove liens or encumbrances on or
any adverse claims against Collateral;

     11.1.4. to exercise collection remedies against account debtors and other
persons obligated on Collateral directly or through the use of collection
agencies and other collection specialists;

     11.1.5. to advertise dispositions of Collateral through publications or
media of general circulation, whether or not the Collateral is of a specialized
nature;

     11.1.6. to hire one or more professional auctioneers to assist in the
disposition of Collateral, whether or not the collateral is of a specialized
nature;

     11.1.7. to dispose of Collateral by utilizing Internet sites that provide
for the auction of assets of the types included in the Collateral or that have
the reasonable capability of doing so, or that match buyers and sellers of
assets;

     11.1.8. to dispose of assets in wholesale rather than retail markets;


     11.1.9. to disclaim all disposition warranties;

                                 Page 11 of 17

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     11.1.10. to purchase insurance or credit enhancements to insure the Secured
Party against risks of loss, collection or disposition of Collateral or to
provide to the Secured Party a guaranteed return from the collection or
disposition of Collateral;

   11.2. The Debtor acknowledges that the purpose of this Section 11 is to
provide non-exhaustive indications of what actions or omissions by the secured
Party would not be commercially unreasonable in the Secured Party's exercise of
remedies against the Collateral and that other actions or omissions by the
Secured Party shall not be deemed commercially unreasonable solely on account of
not being indicated in this Section. Without limitation upon the foregoing,
nothing contained herein shall be construed to grant any rights to the Debtor or
to impose any duties on the Secured Party that would not have been granted or
imposed by this Agreement or by applicable law in the absence of this Section.

12. No Waiver by Secured Party, No failure to exercise and no delay in
    --------------------------
exercising any right, power, or remedy hereunder shall impair any right, power,
or remedy which Secured Party may have, nor shall any such delay be construed to
be a waiver of any of such rights, powers, or remedies, or any acquiescence in
any breach or default hereunder; nor shall any waiver by Secured Party of any
breach or default by Debtor hereunder be deemed a waiver of any default or
breach subsequently occurring. All rights and remedies granted to Secured Party
hereunder shall remain in full force and effect notwithstanding any single or
partial exercise of, or any discontinuance of action begun to enforce, any such
right or remedy. The rights and remedies specified herein are cumulative and not
exclusive of each other or of any rights or remedies that Secured Party would
otherwise have. Any waiver, permit, consent or approval by Secured Party of any
breach or default hereunder must be in writing and shall be effective only to
the extent set forth in such writing and only as to that specific instance.

13. Proceeds and Expenses of Dispositions. The Debtor shall pay to the Secured
    -------------------------------------
Party on demand any and all expenses, including reasonable attorneys' fees and
disbursements, incurred or paid by the Secured Party in protecting, preserving
or enforcing the Secured Party's rights under or in respect of any of the
Obligations or any of the Collateral. After deducting all of said expenses, the
residue of any proceeds of collection or sale of the Obligations or Collateral
shall, to the extent actually received in cash, be applied to the payment of the
Obligations in such order or preference as the Secured Party may determine,
notwithstanding contrary instructions received by Secured Party from the Debtor
or any other third party.

14. Amendment. Neither this Agreement nor any provisions hereof may be changed,
    ---------
waived, discharged or terminated, nor may any consent to the departure from the
terms hereof be given, orally (even if supported by new consideration), but only
by an instrument in writing signed by all parties to this Agreement. Any waiver
or consent so given shall be effective only in the specific instance and for the
specific purpose for which given.

15. Survival.  All  representations,  warranties and agreements herein
    --------
contained shall be effective so long as any portion of this Agreement remains
executory.


16. No Lien  Termination  without  Release.  In  recognition of the Secured
    --------------------------------------
Party's right to have its  attorneys'  fees and other expenses incurred in
connection  with this Agreement secured by the Collateral, notwithstanding
payment in full of all Obligations by Debtor, Secured Party shall not

                                 Page 12 of 17

<PAGE>

be required to terminate any Uniform Commercial Code Financing Statements filed
in its favor against the Debtor relating to the Collateral unless and until
Debtor and all entities which are secondarily liable on the Obligations has
executed and delivered to Secured Party a general release, covering claims both
known and unknown, in a form reasonably satisfactory to Secured Party. Debtor
understands that this provision constitutes a waiver of its rights under
(S)9-513 of the UCC.

17. Severability. In the event any one or more of the provisions contained in
    ------------
this Agreement is held to be invalid, illegal or unenforceable in any respect,
then such provision shall be ineffective only to the extent of such prohibition
or invalidity, and the validity, legality, and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.

18. Notice.
    ------

    18.1. All notices required to be given to any party other than Secured Party
shall be deemed given upon the first to occur of (i) deposit thereof in a
receptacle under the control of the United States Postal Service, (ii)
transmittal by electronic means to a receiver under the control of such party;
or (iii) actual receipt by such party or an employee or agent of such party.

    18.2. All notices to Secured Party hereunder shall be deemed given upon
actual receipt by a responsible officer of Secured Party.

    18.3. For the purposes hereof, notices hereunder shall be sent to the
following addresses, or to such other addresses as each such party may in
writing hereafter indicate:

                                     DEBTOR
                                     ------

Address:          11935 S. I-44 Service Road
                  Oklahoma City, Oklahoma  73173
                  Attn: Chief Financial Officer


                                  SECURED PARTY
                                  -------------

Address:          Gold Bank
                  P.O. Box 721660
                  Oklahoma City, Oklahoma  73172-1660
                  Attn:  Ralph T. Fredrickson, Executive Vice President

                                 Page 13 of 17













<PAGE>

         IN WITNESS WHEREOF, intending to be legally bound, the Debtor and the
Secured Party have caused this agreement to be duly executed as of the date
first above written.

DEBTOR:                             By:___________________________________

                                    Name: Robert Brink

                                    Title: President and Chief Executive Officer

                                 Page 14 of 17



<PAGE>

                                  EXHIBIT 1.4.3
                                  -------------

                         [Governmental Account Debtors]

                                      NONE

                                 Page 15 of 17

<PAGE>

                                  EXHIBIT 1.4.7
                                  -------------

                            (Perfection Certificate)

                                 Page 16 of 17

<PAGE>

                                  EXHIBIT 1.4.8
                                  -------------

                 Liens permitted by and as set forth in the Plan

                                 Page 17 of 17