Exhibit 10.38


                                 LOAN AGREEMENT

         This  Agreement  made this 2nd day November  1999,  between The City of
Oklahoma  City, an Oklahoma  Municipal  Corporation  (hereinafter  "Lender") and
Tower Tech Inc., a publicly held Oklahoma Corporation (hereinafter "Borrower").

 Definitions

     Unless  specifically  provided otherwise or the context otherwise requires,
when used in the Loan Agreement:
     (1) "Act" means the Housing and Community  Development Act of 1974, Pub. L.
No. 93-383  codified as 42  U.S.C.ss.5301  et seq., as amended,  and regulations
promulgated thereunder.
(2) "Audits"  means the regular  audit of the  Borrower,  a copy of which may be
requested by the Lender if required by HUD. 3) "Appropriate  Draw Request" shall
consist of a complete and accurate  statement by the Borrower on forms  supplied
by Lender  showing a complete  and  detailed  breakdown  of the total  costs and
expenses incurred by Borrower for the project, reviewed by a committee comprised
of one representative of the Oklahoma Industries Authority, one from the Bank of
Oklahoma,  one from  the  City  Manager's  office,  and one  from  the  Planning
Department.

(4) "City" means the City of Oklahoma City, an Oklahoma municipal corporation.
(5  "Closing Date" means the date of execution of this Loan Agreement by the
     City.
(6) "Loan Funds" or "Funds" means proceeds of this Agreement.
(7) "Loan  Documents"  means  this Loan  Agreement,  the  Promissory  Note,  the
Mortgage,  and other  instruments,  if any, securing  repayment of the Loan. (8)
"Low and Moderate-  Income  Persons"  means such persons as defined in 24 C.F.R.
Part 570, Section 570.3.

(9) "Project" means the Tower Tech manufacturing facility and other working
     capital.
(10)"Project  Site" means the  location of the Project at SW 119th  Street and
Interstate  44 within the  corporate  boundaries  of the City of Oklahoma  City,
Oklahoma,  as more  particularly  described in Attachment "A".
(11)"Promissory Note" or "Note" means the promissory note of even date herewith
from Borrower to Lender evidencing the Loan.
(12)"Secretary" means the Secretary of Housing and Urban Development or any
other officialof HUD to whom the Secretary has delegated authority pursuant t
the Act.
(13) "Term"  means the term of this  Agreement,  which shall  commence  upon the
Closing  Date and shall  terminate on the 12th month  anniversary  thereof or at
such time thereafter agreed to by both parties.

                                    RECITALS

         WHEREAS, Borrower has applied to the Lender for a Loan in the principal
sum of Two Million Dollars  ($2,000,000) from Community  Development Block Grant
Funds,  and  Lender  has  agreed to make a loan of such funds upon the terms and
conditions set forth below; and

          WHEREAS,  the  purpose of this Loan is to assist the  Borrower  in the
operation of his manufacturing facility in Oklahoma City and providing operating
capital to aid the borrower; and

          WHEREAS, the development ofthe Project will add, as previously agreed,
an additional 140 presently existing employees to the Oklahoma City area economy
and will add, as previously  agreed,  approximately 200 new employees within the
next  three  years and will  provide  other  public  benefits  and  qualify  for
assistance  under 24 CFR  570.208(a);  and the Lender has agreed to provide Loan
Funds to Borrower for the Project;  and the Loan from the Lender to Borrower for
the Project will assist in the development of the Project; and

          WHEREAS,  the Loan  shall be  evidenced  by this Loan  Agreement,  the
Borrower's  Promissory  Note,  and the  Mortgage,  and Uniform  Commercial  Code
Financing Statement; and

          WHEREAS,   the  Lender  is  willing  to  make  the  Loan  to  Borrower
exclusively  for the  purposes  herein  above set forth,  all upon the terms and
conditions herein set forth; and

          WHEREAS,  the Lender makes no commitment to future support and assumes
no obligation for future support of the activities contracted for herein, except
as expressly set forth in this Agreement.

          NOW,  THEREFORE,  in consideration  of the foregoing  Recitals and the
terms,  covenants  and  conditions,  representations  and  warranties  contained
herein, the parties hereto agree as follows:

                                     TITLE I

                                    THE LOAN

          1.1  The  Loan.  In  reliance  upon  Borrower's   representations  and
warranties  contained herein,  and subject to the terms and conditions set forth
herein,  the Lender  hereby  agrees to make a Loan to Borrower in the sum of Two
Million  Dollars  ($2,000,000)  exclusively  for the purposes set forth  herein,
which Loan shall be funded out of funds  received by the Lender through HUD from
the Community  Development  Block Grant (CDBG) program and from no other source.
Borrower  shall have the right to receive Loan Funds only  pursuant to the terms
and conditions of this  Agreement and in accordance  with the Act, and then only
to the extent CDBG  proceeds  are made  available  to the Lender by HUD.  Should
anticipated  sources of Loan Funds become  unavailable to the Lender, the Lender
shall  within a  reasonable  time not to exceed  ten (10)  working  days  notify
Borrower in writing and the Lender shall be released from all liability for that
portion of the Funds to be provided  to  Borrower by the Lender  under this Loan
Agreement which have not been received by the Lender from HUD.

         1.2     Loan  Documentation.  The Loan will be evidenced by this Loan
                 Agreement, the Note, the Mortgage, and the Uniform Commercial
                 Code Financing Statement.

          1.3     Demand. Lender may demand repayment of the Loan in the event
                  of the occurrence of an Event of Default hereunder.

                                   ARTICLE II

                     BORROWER'S REPRESENTATIONS AND WARRANTIES

          In order to induce  the Lender to make the Loan,  Borrower  represents
and warrants (which  representations and warranties shall be true and correct as
of the  execution  hereof and shall  survive the  execution and delivery of this
Loan Agreement) as follows:

          2.1  Organization  of  Borrower,  Authority  to Enter into  Agreement.
Borrower is an Oklahoma  corporation duly formed and validly in existence and in
good standing pursuant to laws of the State of Oklahoma and duly domesticated in
the State of  Oklahoma.  Borrower has the right and power to purchase and occupy
the Project  Site,  and to develop the Project;  and Borrower has full power and
authority to enter into this Agreement. The execution,  delivery and performance
of this Agreement has been duly authorized by all-necessary corporate action and
no other  authorization by Borrower is required for the execution,  delivery and
performance of this Agreement.

          2.2 No  Litigation.  As of the date of  execution  of this  Agreement,
there are no actions,  suits or  proceedings  pending,  or to the  knowledge  of
Borrower  threatened  against or affecting  it, its  controlling  Board,  or the
Project in any court at law or in equity,  or before or by any  governmental  or
municipal  authority which might have a materially adverse effect on the ability
of Borrower to perform its obligations hereunder.

          2.3     Title. Borrower has legal title in the Project Site sufficient
to enable Borrower to develop the Project thereon.

          2.4  Covenants,  Zoning and Codes.  Borrower  has complied to date and
will  continue  to  comply  with  all-applicable   enviromenental  statutes  and
regulations applicable to the development of the Project. All permits, consents,
approvals or authorizations by, or registrations,  declarations,  withholding of
objections or filings with any  governmental  body necessary in connection  with
the  valid  execution,  delivery  and  performance  of the  Loan  Documents,  or
presently necessary for the development of the Project, have been obtained,  are
valid,  adequate  and in full force and effect or will be obtained  prior to the
commencement of any Project Activities for which a permit, consent,  approval or
authorization  is  necessary.  Development  of the Project  will in all respects
conform  to  and  comply  with  all  covenants,  conditions,   restrictions  and
reservations  affecting  the  Project  Site  and  with  all  applicable  zoning,
environmental  protection,   use  and  building  codes,  laws,  regulations  and
ordinances.

          2.5 Creation of Jobs. Lender has relied upon  representations  made by
Borrower  that the Project is expected to create a specific  number of permanent
new  job  opportunities,  including  a  specific  number  of new  permanent  job
opportunities for Low and Moderate-Income  Persons. By its execution of the Loan
Documents,  Borrower acknowledges its previous representation,  as stated in the
Loan Agreement  dated September 8, 1997 by and between the City of Oklahoma City
and  Tower  Tech  (Prior  Agreement),  pertaining  to the  creation  of jobs and
obligation to create  approximately  200 new permanent jobs.  Borrower agrees to
use its best  efforts to ensure  that at least 51  percent of all new  permanent
jobs resulting  from the Project are made  available to Low and Moderate  income
Persons.

         2.6 Compliance With Documents. As of the date hereof and for so long as
this  Agreement  remains  in  effect,  Borrower  is and  shall  remain  in  full
compliance  with all of the terms and conditions of the Loan  Documents,  and no
Event of Default has or shall have occurred and be continuing,  which,  with the
lapse of time or the giving of notice,  or both,  would constitute such an Event
of Default under the foregoing.

         2.7 Incorporation of  Re-presentations  and Warranties.  The request by
Borrower for any payment of Loan funds under the Loan Documents shall constitute
a certification  by Borrower that the aforesaid  representations  and warranties
are true and correct as of the date of such request.

                                   ARTICLE III

                      CONDITIONS PRECEDENT TO LOAN CLOSING

         The Lender's  obligation to enter into and perform its duties under the
Loan  Documents  shall be subject to the full and complete  satisfaction  of the
following conditions precedent:

         3.1  Documents.  The Lender  shall have  received  and  approved  fully
executed originals of this Loan Agreement,  the Note, the Mortgage,  the Uniform
Commercial Code Financing Statement, and the non-recourse personal guarantee, in
a form approved by Lender, Harold Curtis, Chief Executive Officer; Robert Brink,
President;  Micah Curtis,  Vice President;  and Charles Whitsitt,  Chief Finance
Officer  secured by a pledge of their  common  stock in Tower  Tech Inc.  all of
which shall have been duly authorized, executed and delivered by Borrower.

         3.2 Evidence of  Authority.  The Lender  shall,  upon written  request,
receive  evidence  satisfactory  to it that Borrower and the persons  signing on
behalf of Borrower have the capacity and  authority to.  execute and deliver the
Loan Documents on behalf of Borrower.

         3.3 Insurance. Borrower shall, for so long as the Loan Documents remain
in effect, at its cost and expense,  carry and maintain general public liability
insurance against claims for bodily injury,  personal injury, death and property
damage occurring or arising out of the Project, which insurance shall cover such
claims as may be occasioned by any act,  omission,  or negligence of Borrower or
its  officers ' agents,  representatives,  assigns or  servants  relating to the
Project.  The  limits  of  liability  insurance,  which  may be  required  to be
increased from time to time as deemed necessary by the Lender, with the approval
of Borrower,  which shall not be unreasonably  withheld,  shall be not less than
One Million Dollars ($  1,000,000.00)  combined single limit personal injury and
property damage  insurance.  The insurance  required above shall be issued by an
insurance  company or companies  authorized  to do business  within the State of
Oklahoma or by such other similar  insurance  coverage approved by the Insurance
Commissioner of the State of Oklahoma. The Lender shall be specifically named as
an  additional  insured on all such  policies,  and any such  policy or policies
shall be primary to any other valid and collectible insurance.

                                   ARTICLE IV

                     CONDITIONS PRECEDENT TO LOAN DISBURSAL

         4.1  Conditions  Precedent  to  Disbursal  of Loan Funds.  The Lender's
obligation  to  disburse  Loan Funds  pursuant  to the terms  hereof  shall,  in
addition  to  compliance  with the terms of Article  III  hereof,  be subject to
satisfaction of the following condition precedent:

                  (a) The Lender shall have received and have in its  possession
         sufficient proceeds from HUD to fund the disbursal request of Borrower.
         Borrower acknowledges that it has no right to the Loan funds other than
         to have them  disbursed by the Lender in  accordance  with the terms of
         this Loan Agreement and in accordance with the Act and then only to the
         extent the Lender has received funds from HUD.

                  (b) Receipt by Lender of an Appropriate  Draw Request covering
                  the sum to be  reimbursed  for eligible  expenses  incurred to
                  develop the Project.

         4.2  Conditions  Precedent  to  Subsequent  Disbursals.  In addition to
compliance  with the  conditions  set  forth in  Section  4.1  hereof,  Lender's
obligation to make any dispersal of Loan Funds after the initial dispersal shall
be subject to satisfaction of the following conditions precedent:

         (a) Borrower  shall be in full  compliance  and shall not be in default
hereunder or under any of the Loan  Documents,  provided,  however,  that Lender
may,  in its  sole  discretion,  elect  to  make  advances  notwithstanding  the
existence  of a  default,  and any  advance so made shall be deemed to have been
made pursuant to the Loan Documents;

         (b) Neither the Project nor the Project Site nor any part thereof shall
have  been  materially   damaged,   destroyed,   condemned  or  threatened  with
condemnation  unless  Borrower  shall  show to  Lender's  satisfaction  that the
Project remains viable; and

         (c) No order or  notice  shall  been  made by, or  received  from,  any
governmental  agency having  jurisdiction,  stating that the  development of the
Project is or will be in violation  of any law,  ordinance,  code or  regulation
affecting the Project Site.

           4.3 Borrower's Draw Requests.  Subject to the conditions precedent in
Section 4. 1 (a),  Lender  agrees that it will make every  reasonable  effort to
disburse  the Loan  installments  within  ten (10) days  after  receipt  of each
Appropriate  Draw Request from Borrower  provided said Draw Request is submitted
on any Monday work day.

           4.4 Collateral.  Borrower has executed a Promissory Note of even date
with this  Loan  Agreement  to  evidence  its  promise  to repay  the Loan.  The
Promissory Note will be secured by a Mortgage on the Project Site.

                                    ARTICLE V

                            BORROWER'S LOAN COVENANTS

     5.1  General. From and after the date hereof and during the Term,  Borrower
covenants and agrees that it will:  (a)  Accomplish  the project and provide for
the  "Creation of Jobs" as set forth in Section 2.5. (b) Obtain and maintain the
insurance required herein.

     5.2  Payment of Obligations.  Borrower shall pay all indebtedness, taxes
and other obligations  pertaining to the Project or Project Site for which it is
liable before they shall become delinquent;  provided,  however,  Borrower shall
have the right to contest any such  obligations in good faith,  and shall not be
obligated  to pay any  such  obligation  so long as such  contest  has not  been
finally determined.

         5.3  Changes  to  Project . There  shall be no  material  change to the
Project  without the prior  written  approval of the Lender,  and, to the extent
that such approvals may be required, the appropriate governmental authorities.

         5.4  Compliance  with  Laws.  All work  performed  in  connection  with
Borrower's  development of the Project and Borrower's use of the proceeds of the
Loan shall comply with the Act and all other applicable laws, ordinances,  rules
and regulations of federal, state, county or municipal governments or agencies.

         5.5 Inspections.  The Lender and the Secretary or their representatives
shall have the right at all reasonable  times during regular business hours (and
at any time in the event of an  emergency)  to enter upon the  Project  Site and
inspect the Project to determine  that the same is in conformity  with this Loan
Agreement  and  all  laws,  ordinances,  rules  and  regulations  applicable  to
Borrower's  use of the  Loan  Funds.  The  Lender  and the  Secretary  or  their
representatives  shall have the  further  right,  from time to time,  to inspect
Borrower's  books and  records  relating  to  Borrower's  use of the Loan Funds.
Without  limiting  the  foregoing,  Borrower  shall  permit  the  Lender and the
Secretary or their  representatives  to examine and copy all books,  records and
other papers  relating to Borrower's use of the Loan Funds to insure  Borrower's
compliance with the Act and applicable provisions of 24 CFR Part 570. The Lender
agrees that subject to  provisions  of the  Oklahoma  Open Records Act, 51 Okla.
Stat.  1991,  ss. 24. A. 1 et seq.  and any other  applicable  law,  to keep all
information regarding Borrower and its operations  confidential,  and to provide
Borrower  with prior  notice and an  opportunity  to object to any  request  for
disclosure  of such  information,  other than to the  Secretary  or as otherwise
required by law.

         5.6 Notify the  Lender of  Litigation  or  Complaints.  Borrower  shall
immediately  notify  the  Lender  in  writing,  of  all  material   proceedings,
litigations or claims which may adversely affect  Borrower's rights hereunder or
any part of the  Project or Project  Site,  and of all  material  complaints  or
charges made by any governmental  authority affecting Borrower,  the Project, or
the Project Site which may require  material  changes in the  development of the
Project.

         5.7 Indemnify the Lender. Borrower shall indemnify and hold the Lender,
its elected and appointed officials and any employees,  harmless from all claims
and causes of actions of any person or entity which results in damages or injury
incurred by the Lender of whatsoever  nature  (excluding  any  consequential  or
incidental  damages or damages,  claims or causes of action due to the  Lender's
negligence or the Lender's breach of this Loan Agreement), caused by any acts or
omissions of Borrower and arising out of or in any way connected  with this Loan
Agreement, the Project Site and or the development of the Project or arising out
of Borrower's  breach of the  provisions of this Loan  Agreement,  including the
cost and defense thereof using counsel  approved by the Lender.  Notwithstanding
anything contained herein to the contrary,  the foregoing  indemnification given
by Borrower to the Lender shall not be effective or enforceable against Borrower
unless the Lender gives Borrower  written notice of any such claims or causes of
action of said person or entity made against the Lender  within ten (10) working
days of the  Lender's  knowledge  of such  claims or causes of  action,  and the
Lender  does not  commence  or enter into any  settlements  or  negotiations  of
settlement  with any  person  or  entity  relating  to the  matters  covered  by
Borrower's indemnification without Borrower's prior written consent. If Borrower
fails to defend or perform its  obligations  under this  indemnification  within
twenty (20) days after  written  request by the  Lender,  the Lender may settle,
commence,  or defend any action or  proceeding  purporting to affect the rights,
duties or  liabilities of the Lender,  the parties to the Loan Document,  or the
Project Site or the Project and Borrower shall pay all of the Lender's costs and
expense  incurred  thereby on demand.  This  section  shall  survive  execution,
delivery and performance of the Loan Documents.

         5.8  Further  Assistance.  Borrower  shall at any time and from time to
time upon request of the Lender take or cause to be taken any action or execute,
acknowledge,  deliver  or  record  any  further  documents,  opinions,  or other
instruments  which the Lender is required to do or obtain by HUD or by any other
federal,  state or  county  regulatory  agency  or which  the  Lender  feels are
required  to carry out the  intent of the  Lender  and  Borrower  under the Loan
Documents.

         5.9 Upon failure of Borrower to comply with any of the  foregoing  Loan
Covenants, the Lender may declare an Event of Default hereunder and exercise its
rights and remedies pursuant to Article VI of this Agreement.

                                   ARTICLE VI

                              DEFAULT AND REMEDIES

         6.1 Event of Default. The occurrence of any of the following events and
failure to cure such occurrence  within stated periods shall constitute an Event
of Default hereunder:

                  (a)  Any  breach  by  Borrower  of any of  the  covenants  and
         conditions of the Loan Documents, which breach is not cured by Borrower
         to the Lender's  reasonable  satisfaction  within twenty (20) days from
         the receipt of written notice thereof,  provided,  however, that in the
         event of a breach  or  default  by  Borrower  which is  outside  of the
         control of Borrower  and which  cannot be cured within said twenty (20)
         days,  Borrower  shall  have  commenced  to cure its  breach or default
         within said twenty (20) days and thereafter  diligently proceed to cure
         its breach or default; or

                  b) Any written representation,  warranty or disclosure made to
         the Lender by Borrower that proves to be materially false or misleading
         as of the  date  when  made,  whether  or not  such  representation  or
         disclosure appears in this Loan Agreement; or

                  (c) Any  material  change in the  development  of the  Project
         without the prior  written  approval of the Lender  which change is not
         corrected  or  substantially  corrected  within  twenty (20) days after
         receipt of written notice thereof from the Lender to Borrower; or

                  (d)  Failure by  Borrower  to defend,  indemnify  and/or  hold
         harmless the Lender pursuant to Section 5.7 to this Loan Agreement.

                  (e) Notwithstanding anything to the contrary contained herein,
         any  violation  by Borrower  of the Act-or any other laws,  ordinances,
         rules or regulations applicable to the

Project or  Borrower's  use of the Loan Funds shall  immediately  constitute  an
Event of Default hereunder.

         6.2  Remedies.  Upon the  occurrence of any Event of Default not timely
cured as provided herein, all of the outstanding  principle balance and interest
accrued  thereon,  if any, shall be  immediately  due and payable and the Lender
shall have recourse  against the collateral  pledged as described in Section 4.4
hereof to the extent such amount remains unpaid.

         6.3  Penalties.  In the event of a default,  interest  at the per annum
rate  established in the Note shall accrue on the total principal  amount of the
Loan then  outstanding,  from the date of the  occurrence  of such default until
payment as required hereunder shall have been made in full.

                                   ARTICLE VU

                                  MISCELLANEOUS

         7.1 No Waiver. No waiver of any default or breach by Borrower under the
Loan  Documents  shall be implied  from any  failure by Lender to take action on
account of such default if such default persists or is repeated,  and no express
waiver shall be operative  only for the time and to the extent  therein  stated.
Waivers  of any  covenant,  term or  condition  contained  herein  shall  not be
construed as a waiver of any  subsequent  breach of the same  covenant,  term or
condition.  The  consent or  approval  by Lender to, or of, any act by  Borrower
requiring  further  consent or  approval  shall not be deemed to waive or render
unnecessary the consent or approval to, or of, any subsequent similar act.

         7.2  Successors  and Assigns.  This Loan  Agreement is made and entered
into for the sole  protection  and  benefit of the Lender  and  Borrower,  their
successors  and assigns,  and no other person or persons shall have any right of
action hereunder.  The terms hereof shall inure to the benefit of the successors
and assigns of the parties hereto;  provided,  however, that Borrower's interest
hereunder cannot be assigned or otherwise  transferred without the prior written
consent of the Lender.

         7.3  Notices.  Any notice,  demand or request  required  under the Loan
Document  shall be given in writing at the addresses set forth below by personal
service, overnight courier providing a receipt, or registered or certified first
class mail, return receipt requested.  The addresses may be changed by notice to
the other party given in the same manner as provided  above.  If notice is given
by mail, it shall be deemed  received on the earlier of: (I) receipt as shown on
the return receipt, or (ii) three (3) days after its deposit in the U.S. Mail.

To Borrower:

Attention:

                           Tower Tech Inc.
                           P.O. Box 891810
                           Oklahoma City, OK 73189
                           Charles D. Whitsitt,
                           Chief Financial Officer

To The Lender:
                           The City of Oklahoma City
                           Planning Department
                           420 West Main
                           Oklahoma City, OK 73102

Attention:                 Garner Stoll, Planning Director

          7.4     Time. Time is of the essence of the Loan Document.

         7.5  Amendments.  No amendment,  modification,  or  termination  of any
provisions  of any of the Loan Document  shall in any event be effective  unless
the same shall be in writing and signed by parties.

         7.6 Headings. The article and section headings in no way define, limit,
extend or interpret the scope of the Loan Document or of any particular  article
or section thereof.

         7.7 Number and Gender.  When the context in which the words are used in
the Loan  Documents  indicate  that such is the  intent,  words in the  singular
number shall include the plural and  vice-versa.  References to any gender shall
also include the other gender if applicable under the circumstances

         7.8 Validity.  The  provisions of this Loan Agreement are severable and
if any word, sentence,  clause,  phrase, or other portion of this Loan Agreement
is, for any reason,  held invalid by any court of competent  jurisdiction,  such
portion shall be deemed a separate,  distinct and independent provision and such
holding  shall not affect the  validity of the  remaining  portions of this Loan
Agreement.

         7.9 Governing  Law.  This Loan  Agreement  shall be governed by and
construed in accordance  with the laws of the State of Oklahoma, except to the
extent federal law applies.

         7.10  Survival  of  Warranties.  All  agreements,  representations  and
warranties  made herein  survive the execution and delivery of the Loan Document
and the making of the Loan hereunder and continue in full force and effect until
the obligations of Borrower under the Loan Documents are satisfied in full.

         7. 11 Venue and  Forum.  In the event that any legal  action  should be
filed by either  party  against  the other,  the venue and forum for such action
shall be the District Court of Oklahoma County, Oklahoma.

         7.12  Attorney's  Fees.  In the event  Lender  shall bring an action to
enforce the terms and conditions of the Loan Documents,  Lender,  if prevailing,
shall be entitled to recover all of its costs and expenses,  including,  but not
limited to, reasonable attorney's fees as determined by the court.

         7.13 Duplicate  Originals.  The Loan Document shall be executed in more
than one  counterpart,  each of the  parties  hereto  shall  receive an original
counterpart; provided, however, that all originals together shall constitute one
and the same agreement.

         7.14 Other Federal Provisions. This Loan is subject to applicable
provisions contained in 24 CFR 570.

         IN WITNESS  WHEREOF,  Borrower and the Lender have  executed  this Loan
Agreement  as of the  date  first  written  above  by  and  through  their  duly
authorized representatives.

                            THE CITY OF OKLAHOMA CITY

                            ss/KIRK HUMPHREYS
                               --------------
                               Mayor

ATTEST:

ss/THOMAS P. HURLEY
-------------------

City Clerk

APPROVED as to form and legality this 7th day of November 1999.

                          ss/DARRELL SIMMONS
                          -------------------

                          Assistant Municipal Counselor

ATTEST:

                          TOWER TECH, INC.


                          By:ss/CHARLES D. WHITSITT
                             ---------------------

                          Chief Financial Officer


                          CORPORATE ACKNOWLEDGMENT

STATE OF OKLAHOMA
COUNTY OF OKLAHOMA

On this 1st day of November,  1999,  before me  personally  appeared  Charles D.
Whitsitt known to be the CFO of Tower Tech,  Inc.,  that executed the within and
foregoing  instrument,  and  acknowledged  said  instrument  to be the  free and
voluntary act and deed of said  corporation,  for the uses and purposes  therein
mentioned,  and on oath  stated  that  he/she was  authorized  to  execute  said
instrument and that the seal affixed is the corporate seal of said corporation.

In Witness  Whereof I have  hereunto  set my hand the day and year  first  above
written.

                                            ss/PATTY LEWIS POAG
                                            --------------------

                                            NOTARY PUBLIC

MY COMMISSION EXPIRES:     March 9, 2002


ATTACHMENT "A"