Exhibit 10.37

                                    MORTGAGE

KNOW ALL MEN BY THESE PRESENTS:

     This MORTGAGE is made this 2nd day of November,  1999, by and between Tower
Tech Inc. an Oklahoma corporation, ("Mortgagor"), and The City of Oklahoma City,
a municipal corporation, ("Mortgagee").

                  TREASURER'S ENDORSEMENT I certify that I received $ no tax and
                  issued  receipt No. 1611  therefore in payment of mortgage tax
                  on the within mortgage $5.00 filing fee. Dated this 8th day of
                  November, 1999.

                  WITNESSETH:  Saundra DeSeims, County Treasurer.
                  By:  Jean Campbel, Deputy.


         WHEREAS, Mortgagor is justly indebted to Mortgagee in the principal sum
of Two  Million  Dollars  ($2,000,000)  which  indebtedness  is  evidenced  by a
promissory  note (the "Note") and a loan  ,agreement  (the "Loan  Agreement") of
even date herewith,  said Note payable to the order of Mortgagee,  and providing
for payment of the principal  amount thereof,  together with interest thereon on
the terms set forth therein until paid in full.

         NOW, THEREFORE,  Mortgagor, in consideration of said principal sum, and
for the purpose of securing one million dollars of said indebtedness as provided
in the  Note,  (2) the  payment  of all other  monies  secured  hereby,  (3) the
performance  of all  the  covenants,  conditions,  stipulations  and  agreements
contained in the Loan  Agreement,  grants,  conveys and mortgages unto Mortgagee
subject to the terms  hereof,  its  successors  and  assigns  forever all of the
property, real estate and premises of the Mortgagor, situate in Oklahoma County,
State of Oklahoma, described as follows, to wit:

SEE ATTACHED EXHIBIT "A"

together with all  buildings and  improvements,  (including  the  appurtenances,
hereditaments and all other rights thereto belonging), to be constructed thereon
or acquired  and affixed  thereto  with the  proceeds of the loans  described in
Paragraph 2 hereafter  and the loan secured by this  Mortgage.  This mortgage is
assignable to the Secretary of the Department of Housing and Urban Development

         TO HAVE  AND TO  HOLD  said  premises,  together  with  all  rights  of
Mortgagor therein, to Mortgagee, to successors and assigns forever.

         The Mortgagor  covenants and agrees with Mortgagee as follows,  subject
to the lien priorities described in paragraph 2 hereof.

         1. The following described estate, property and rights of Mortgagor are
also included as security for the  performance of each covenant and agreement of
Mortgagor contained herein, the payment of all sums of money secured hereby, and
the covenants, conditions and agreements contained in the Loan Agreement;

<PAGE>

         (a) All the estate and rights of Mortgagor in and to said  property and
in and to land lying in  streets  and roads  adjoining  said  premises,  and all
access rights and easements appertaining thereto.

         (b) All the estates and rights of  Mortgagor  in and to all  buildings,
structures,  improvements,  fixtures  and  articles of property now or hereafter
attached to, or used or adapted for use in the  operation of the  "Project",  as
defined in the Loan  Agreement.  Provided that nothing herein shall be construed
to extend the lien created by this Mortgage to cover  equipment  and  personalty
which  Mortgagor may from time to time purchase,  rent or lease but which do not
become an integral part of the facility.

         (c) All and singular the lands,  tenements,  privileges,  water rights,
hereditaments and appurtenances thereto belonging or in anyway appertaining, and
the reversion and  reversions,  remainder  and  remainders,  and all the estate,
rights, title, claim, interest and demand whatsoever of the Mortgagor, either in
law or in equity, of, in and to the premises;  TO HAVE AND TO HOLD said premises
described,  together  with all and  singular the lands,  tenements,  privileges,
water rights  hereditaments  and  appurtenances  thereto  belonging or in anyway
appertaining,  and the reversion and reversions,  remainder and remainders,  and
all of the estate,  right, title, claim and demands whatsoever of the Mortgagor,
either  in law or in  equity,  of,  in and to the above  described  premises  as
security for the faithful  performance of the Note secured  hereby,  as security
for the faithful performance of each and all of the covenants, agreements, terms
and conditions of this Mortgage and as security for the faithful  performance of
the  covenants,  conditions  and  agreements  contained  in the Loan  Agreement,
SUBJECT,  HOWEVER, to the right,  power, and authority  hereinafter given to and
conferred upon Mortgagee.

         (d) All of  Mortgagor's  rights  further to encumber  said property for
debt  except by such  encumbrance  which by its  actual  terms and  specifically
expressed intent shall be and at all times remain subject and subordinate to any
and  all  tenancies  in  existence  when  such  encumbrance  becomes  effective;
Mortgagor hereby (i)  representing as a special  inducement to Mortgagee to make
this Loan that as of the date hereof  there are no  encumbrances  to secure debt
junior to this Mortgage and (ii) covenanting that there are to be none as of the
date when this Mortgage  becomes of Record,  except in either case  encumbrances
having the prior written approval of Mortgagee, and subject to the liens set out
in Paragraph 2 below.

     2. To pay all debts and monies  secured  hereby or secured by any  mortgage
prior to this  Mortgage,  when from any cause the same shall become due. To keep
the property free from statutory and governmental  liens of any kind.  Mortgagor
represents that there are no liens or encumbrances against or upon the property,
except for the Oklahoma  Industries  Authority  First  Mortgage in the principal
amount of Four Million Four Hundred Five Thousand Dollars  ($4,405,000) and City
of  Oklahoma  City  Mortgage  in the amount of One  Million  Two  Hundred  Fifty
Thousand Dollars  ($1,250,000) and none superior to such liens and this Mortgage
will be created or  suffered to be created by the  Mortgagor  during the life of
this Mortgage  without the written consent of Mortgagee;  that it has good right
to make this Mortgage and that it will forever  warrant and defend said property
unto the Mortgagee,  its successors and assigns, against every person whomsoever
lawfully  claiming or to claim the same or any part thereof The  Mortgagor  upon
request by mail will furnish a written statement duly acknowledged of the amount
due on this Mortgage and whether any offsets or defenses  exist against the debt
secured hereby.

         3. To maintain the buildings and other  improvements on the property in
a tenantable  condition and good and operable state of repair, to neither commit
nor suffer any waste, to promptly  comply with all  requirements of the Federal,
State,  County  and  Municipal  authorities  and  all  other  laws,  ordinances,
regulations,  covenants, conditions and restrictions respecting said property or
the  use  thereof,  and  pay  all  fees or  charges  of any  kind in  connection
therewith.  The Mortgagee may recover as damages for any breach of this covenant
the amount it would cost to put the property in the condition called for herein.
Mortgagor  shall  permit  Mortgagee  or its  agents  and  the  Secretary  of the
Department  of Housing  and Urban  Development  and his  agents to  inspect  the
Project during normal business  hours,  including the interior of any structures
upon request by Mortgagee, the Secretary or their agents.

         4. To complete or restore promptly and in good  workmanlike  manner any
building or improvement which may be constructed,  damaged or destroyed thereon,
and pay when due all costs incurred therefor.

         5. No building, improvement, or fixture covered by this Mortgage may be
removed  at any time  without  the prior  written  consent of  Mortgagee  unless
actually replaced by an article of equal suitability,  owned by Mortgagor,  free
and  clear  of any lien or  security  interest  except  the  lien  described  in
paragraph 2 or those approved in writing by Mortgagee.

         6. To provide to the Mortgagee,  at least thirty (30) days notice prior
to expiration of existing insurance, and maintain unceasingly,  insurance,  with
premiums paid, on all of the property that is the subject of this  Mortgage,  or
hereafter  becoming  part of the said  property,  against loss by fire and other
hazards,  casualties and contingencies,  as may be required from time to time by
the  Mortgagee  in such  amounts  and for such  period  of time,  with  standard
Mortgagee clauses (without contribution) in favor of and in form satisfactory to
the  Mortgagee.  In event of  foreclosure  of this Mortgage or other transfer of
title  to  the  subject  property  in  extinguishment  of  some  or  all  of the
indebtedness  secured  hereby,  all interest of the  Mortgagor in any  insurance
policies in force shall pass to the purchaser or grantee.  On default under this
paragraph Mortgagee may, at its option, pay any such sums, without waiver of any
other right of Mortgagee by reason of such default of  Mortgagor,  and Mortgagee
shall not be liable to Mortgagor for failure to exercise any such option.
     7. To appear in and defend any suit, action or proceeding that might affect
the value of this security  instrument or the security  itself or the rights and
powers of Mortgagee;  and should  Mortgagee  after  consultation  with Mortgagor
elect also to appear in or defend any such action or proceeding, be made a party
to such by reason of this Mortgage, or elect to prosecute such action as appears
necessary to preserve  said value,  the Mortgagor  will at all times,  indemnify
from, and, on demand reimburse  Mortgagee for any and all loss, damage,  expense
or cost, including cost of evidence of title and attorneys' fees, arising out of
or incurred in connection with any such suit, action or proceeding,  and the sum
of such expenditures shall be secured by this Mortgage with interest as provided
in the Note secured hereby and shall be due and payable on demand.  To pay costs
of suit,  costs of  evidence  of title  and  reasonable  attorneys'  fees in any
proceeding or suit brought by Mortgagee to foreclose this Mortgage.

          8. To pay in full at least ten (10) days before  delinquent all rents,
taxes,  assessments and encumbrances,  charges or liens with interest,  that may
now or  hereafter be levied,  assessed or claimed upon the property  that is the
subject of this Mortgage or any part thereof, which may at any time appear to be
prior or superior hereto for which provision has not been made  heretofore,  and
upon request will exhibit to Mortgagee  official receipts  therefor,  and to pay
all taxes imposed upon, reasonable costs, fees and expenses of this Mortgage. On
default under this paragraph  Mortgagee  may, at its option,  pay any such sums,
without  waiver of any other  right of  Mortgagee  by reason of such  default of
Mortgagor,  and  Mortgagee  shall not be  liable to  Mortgagor  for  failure  to
exercise any such option.

          9. To repay  immediately  on  written  notice  to  Mortgagor  all sums
expended or advanced hereunder by or on behalf of Mortgagee,  with interest from
the date of such  advance or  expenditure  at the rate of six  percent ( 6%) per
annum until paid, and the repayment thereof shall be secured hereby.  Failure to
repay such  expenditure or advance and interest  thereon within thirty (30) days
of the mailing of such notice will, at Mortgagee's  option,  constitute an event
of default  hereunder;  or,  Mortgagee  may, at its  option,  commence an action
against  Mortgagor for the recovery of such  expenditure or advance and interest
thereon, and in such event Mortgagor agrees to pay, in addition to the amount of
such  expenditure  or  advance  and  interest  thereon,  all costs and  expenses
incurred in such action, together with attorneys' reasonable fees.

          10. Should  Mortgagor fail to make any payment or do any act as herein
provided,  the Mortgagee,  but without  obligation to do so and with thirty (30)
days written notice to or demand upon Mortgagor and without releasing  Mortgagor
from any obligation hereof,  may: Make or do the same in such manner and to such
extent as is  necessary  to protect  the  security  hereof,  Mortgagee  shall be
authorized to enter upon the property for such purposes; if necessary to protect
Mortgagee's interest in the security shall be authorized to commence,  appear in
and defend any action or proceeding  purporting to affect the security hereof or
the rights or powers of Mortgagee;  pay,  purchase,  contest,  or compromise any
encumbrance,  charge or lien which in the  judgment of  Mortgagee  appears to be
prior  or  superior  hereto;  and in  exercising  any  said  powers,  incur  any
liability,  and  expend  whatever  amounts  are  reasonably  necessary  therefor
including cost of evidence of title and employing counsel.

     11.  Should the property or any part or  appurtenance  thereof or. right or
interest  therein  be taken or  damaged  by  reason  of any  public  or  private
improvement,   condemnation   proceeding  (including  change  of  grade),  fire,
earthquake  or other  casualty,  or in any other  manner,  Mortgageemay,  at its
option,  but after written notice to and consultation with Mortgagor,  commence,
appear in and prosecute, in its own name, any action or proceeding,  or make any
compromise or settlement,  in connection with such taking or damage,  and obtain
all  compensation,  awards  or other  relief  therefor.  All such  compensation,
awards,  damages,  rights of action and proceeds,  including the proceeds of any
policies of insurance affecting the property,  are hereby assigned to Mortgagee,
which may,  after  deducting  therefrom all its expenses,  including  attorneys'
fees,  release  any  monies  so  received  by  it,  or  apply  the  same  on any
indebtedness  secured  hereby or apply the same to the repair or  restoration of
the property, provided that Mortgagee agrees that if the Project remains viable,
such  proceeds  will first be used to repair and restore the  property.  In such
event,  Mortgagor  further  assigns to  Mortgagee  any return  premiums or other
repayments  upon any  insurance  at any time  provided  for the  benefit  of the
Mortgagee,  refunds,  or rebates made of taxes or  assessments on said property,
and Mortgagee may at any time collect said return premiums, repayments, refunds,
rebates,  etc.,  notwithstanding that no sum secured hereby be overdue when such
right to collection be asserted.  Mortgagor  also agrees to execute such further
assignments  of any  such  compensation,  award,  damages,  rebates,  return  of
premiums, repayments, rights of action and proceeds as Mortgagee may require.

          12. Time is of the essence in connection  with all  obligations of the
Mortgagor  in this  Mortgage  or in the  Note or Loan  Agreement.  By  accepting
payment of any sum secured  hereby after its due date,  Mortgagee does not waive
its right either to require prompt payment when due of all other sums so secured
or to declare default for failure to pay.

          13. In case of a sale under this Mortgage,  the said  property,  real,
personal and mixed, may be sold in one parcel.

     14. The Mortgagor shall not hereafter,  impair the security for the debt or
the  Mortgagee's  lien  upon  said  property.  In the  event  of  breach  of any
requirement  of this  paragraph,  the  Mortgagee  may,  in addition to any other
rights or remedies,  at any time thereafter  declare the whole of said principal
sum immediately due and payable; provided, that Mortgagee shall advise Mortgagor
of any such breach in writing and Mortgagor shall have thirty (30) days from the
date of the notice to remedy the breach.

          15. All sums secured hereby shall become  immediately due and payable,
at the option of Mortgagee,  should  Mortgagor  fail to cure any default  within
thirty (30) days, unless otherwise  provided,  of written notice to Mortgagor by
Mortgagee of such default. Each of the following occurrences shall constitute an
event of default:

          (a) default by  Mortgagor in the payment of any  indebtedness  secured
hereby or in performance or observance of any agreement contained herein; or any
indebtedness  to any  subsequent  lender  which  is  secured  by a  lien  on the
property; or

          (b) any assignment made by Mortgagor or the then owner of said
property for the benefit of creditors; or

          (c) any  transfer  of title made by the  Mortgagor  without  the prior
written  approval of the  Mortgagee or any of the  following  shall occur,  with
respect to the property,  the Mortgagor or the then owner of said property:  (i)
the appointment of a receiver,  liquidator, or Trustee; (ii) the adjudication as
a bankrupt or  insolvent;  (iii) the filing of any  Petition  for-Bankruptcy  or
reorganization;  (iv) the  institution  of any  proceeding  for  dissolution  or
liquidation; (v) if Mortgagor be unable, or admit in writing an inability to pay
his debts when due; or (vi) a default in any  provision of any other  instrument
which may be held by  Mortgagee as security  for said Note,  including  the Loan
Agreement  and  related   documents,   the  term  and  covenants  of  which  are
incorporated  herein by reference as though fully set forth herein. No waiver by
Mortgagee of any default on the part of Mortgagor shall be construed as a waiver
of any subsequent default hereunder.

          16. In the event of the passage,  after the date of this Mortgage,  of
any Federal,  State or local law, deducting from the value of real property, for
the purpose of taxation, any lien thereon or changing in any way the laws now in
force for the taxation of Mortgages,  deeds of trust or debts  secured  thereby,
for Federal,  State or local  purposes,  or the manner of the  collection of any
such taxes so as to affect the  interest  of  Mortgagee,  then and in such event
Mortgagor shall bear and pay the full amount of such taxes, provided that if for
any reason  payment by  Mortgagor of any such new or  additional  taxes would be
unlawful or if the payment thereof would  constitute usury or render the loan or
indebtedness  secured hereby wholly or partially usurious under any of the terms
or provisions of the Note, or the Mortgage or other vise,  Mortgagee may, at its
option, after three (3) months written notice,  declare the whole sum secured by
this  Mortgage  with  interest  thereon to be  immediately  due and payable,  or
Mortgagee may, at its option pay that amount or portion of such taxes as renders
the loan or  indebtedness  secured hereby  unlawful or usurious,  in which event
Mortgagor shall concurrently therewith pay the remaining lawful and non-usurious
portion or balance of said taxes.

          17. If from any circumstances whatever fulfillment of any provision of
this Mortgage or of the Note or Loan  Agreement at the time  performance of such
provision  shall  be due  shall  involve  transcending  the  limit  of  validity
prescribed by the usury statute or any other law, then ipso facto the obligation
to be fulfilled  shall be reduced to the limit of such  validity,  so that in no
event shall any exaction be possible under this Mortgage or under said Note that
is in  excess  of the  limit  of such  validity;  but such  obligation  shall be
fulfilled to the limit of such validity.  The provisions of this paragraph shall
control every other provision of this Mortgage and said Note and Loan Agreement.

          18. In the event that this  Mortgage is  foreclosed  and the  property
sold at a foreclosure  sale,  the purchaser may,  during any  redemption  period
allowed,  make such repairs or alterations on said property as may be reasonably
necessary for the proper operation, care, preservation,  protection and insuring
thereof.  Any sums so paid  together  with  interest  thereon  from time of such
expenditure  at the  highest  lawful rate shall be added to and become a part of
the amount required to be paid for redemption from such sale.

          19.  Mortgagor shall deliver to Mortgagee an audited annual  statement
within ninety (90) days of the end of Mortgagor's  fiscal year which shall cover
the income from and  operating  expenses of the Project;  or within  thirty (30)
days after written  requested by Mortgagee,  a detailed  operating  statement in
form satisfactory to the Mortgagee covering the Project and certified as correct
by Mortgagor. Mortgagor shall permit the Mortgagee or its representative, or the
Secretary  of  the   Department  of  Housing  and  Urban   Development   or  his
representative,  to examine all books and records  pertaining to the property at
any time upon reasonable notice. In the event of Mortgagor's  failure to provide
access to such records, Mortgagee shall, in addition to all other remedies, have
the option of maturing the indebtedness hereby secured.

          20.  Mortgagee shall have the right, at its option,  to foreclose this
Mortgage  subject to the rights of any tenant or tenants of the property and the
failure  to make any such  tenant or  tenants a party  defendant  to any suit or
action or to foreclose  their rights will not be asserted by the  Mortgagor as a
defense in any action or suit  instituted  to collect the  indebtedness  secured
hereby or any part thereof or any deficiency  remaining unpaid after foreclosure
and sale of the property, any statute or rule of law at any time existing to the
contrary notwithstanding.

          21.  Notwithstanding  anything to the contrary herein contained,  the
Mortgagee  agrees to look solely to the  Mortgagor's  interest in the Project as
security for payment of the indebtedness  hereby secured and for the performance
of the  provisions  of the Note,  the Mortgage and any other  document  securing
payment of the Note. Nothing in the Loan Agreement,  the Note or the Mortgage or
in any other  instrument  securing payment of the Note shall impose any personal
obligation  or liability on any  individual  having or acquiring any interest in
the Project. On default in payment of the Note or performance of the Mortgage or
of any other  instrument  securing  payment of the Note,  no deficiency or other
money  judgment  shall be sought or obtained  against any such  person.  Nothing
herein contained shall impair any lien or security  interest securing payment of
the  indebtedness  owing to the  Mortgagee  or  otherwise  limit or restrict the
rights of the Mortgagee with respect to the Project or any other collateral.

          22. All Mortgagee's  rights and remedies herein specified are intended
to be  cumulative  and not in  substitution  for any right or  remedy  otherwise
available and no  requirement  whatsoever  may be waived at any time except by a
writing  signed by the  Mortgagee,  nor shall any waiver be operative upon other
than a single  occasion.  This Mortgage cannot be changed or terminated  orally.
This Mortgage  applies to, insures to the benefit of, and is binding not only on
the parties  hereto,  but on their  heirs,  devises,  legatees,  administrators,
executors,  successors and assigns.  All obligations of Mortgagor  hereunder are
joint and several.  Without  affecting the liability of any other person for the
payment of any obligation herein mentioned (including Mortgagor should it convey
said  property)  and without  affecting  the lien hereof upon any  property  not
released,  Mortgagee may, without notice,  release any person so liable,  extend
the  maturity  or  modify  the  terms of any  such  obligation,  or grant  other
indulgences,  release or reconvey or cause to be released or  reconveyed  at any
time all or part of the said  property  described  herein,  take or release  any
other  security or make other  arrangements  with  debtors.  Mortgagee  may also
accept additional security, either concurrently herewith of thereafter, and sell
same or otherwise realize thereupon,  either before, concurrently with, or after
sale  hereunder.  This Mortgage shall be so construed that wherever  applicable,
the use of the singular  number shall include the plural number,  the use of any
gender shall be applicable to a  corporation.  The word "Note" shall include all
notes  evidencing  the  indebtedness  secured  hereby.  If any of the provisions
hereof shall be determined  to  contravene  or be-invalid  under the laws of the
State of Oklahoma,  such contravening or invalidity shall be construed as if not
containing the particular  provision or provisions  held to be invalid,  and all
rights  and   obligations   of  the  parties  shall  be  construed  or  enforced
accordingly.  Any written notice required or allowed to be given pursuant to any
of the terms of this  Mortgage  shall mean by  Certified  Mail  addressed to the
parties as follows:

The Borrower:                               Tower Tech, Inc.
                                            P.O. Box 891810
                                            Oklahoma City, OK 73023
         Attention:                         Charles D. Whitsitt,
                                            Chief Financial Officer

The Lender:                                 The City of Oklahoma City
                                            420 West Main
                                            Suite 920
                                            Oklahoma City, OK 73102
         Attention:                         Garner Stoll, Planning Director

Any time period  provided in the giving of any notice  hereunder  shall commence
three (3) days after the date such notice is mailed.

         23. 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.

WITNESS  the hand  and seal of the  Mortgagor  on the day and year  first  above
written.

                                              Tower Tech, Inc.

                                              By:ss/CHARLES D. WHITSITT
                                                -----------------------
                                              Charles D. Whitsitt
                                              Chief Financial Officer

ATTEST:

ss/PATTY POAG
-------------
Secretary

                            CORPORATE ACKNOWLEDGMENT

STATE OF OKLAHOMA
COUNTY OF OKLAHOMA

On this 1st day of November,  1999,  before me  personally  appeared  Charles D.
Whitsitt to me known to be the CFO of Tower Tech, Inc., an Oklahoma corporation,
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
                                               ----------------
                                               N0TARY PUBLIC

MY COMMISSION EXPIRES: March 9, 2002

APPROVED as to form and legality this 2nd day of November, 1999.

                                             ss/DARRELL SIMMONS
                                                ---------------
                                                Assistant Municipal Counselor
<PAGE>

                                   EXHIBIT "A"

                                     TRACT 1

A part of the Southeast Quarter (SE/4) of Section Eleven (11), Township Ten (10)
North, Range Four (4) West of the Indian Meridian,  Cleveland County,  Oklahoma,
being more particularly described as follows: Commencing at the Southeast corner
of said SE/4;  thence S 89 degrees 42' 04" W along the South line of said SE/4 a
distance of 1,780.60  feet to the point of  beginning,  thence  continuing  S 89
degrees  42' 04" W along  the  South  line a  distance.  of  843.24  feet to the
Southwest corner of said SE/4:  thence N 00degrees 07' 35" W on the West line of
said SE/4 a distance of 1764.49 feet to a point 880 feet South of the  Northwest
corner of said SE/4,  thence N 89 degrees  42' 07" E parallel to and 880.00 feet
South of the North  line of said SE/4 a  distance  of 240.00  feet;  thence S 00
degrees  07' 35" E and  parallel  with the West line of said SE/4 a distance  of
800.00 feet;  thence S 14 degrees 49' 10" E a distance of 490.68 feet,  thence N
89 degrees 42' 07" E and parallel with the North line of said SE/4 a distance of
1092.55  feet to a point  on the  West  right-of-way  line of Will  Rogers  West
Expressway  (Interstate Highway No. 44); thence S 48 degrees 12' 00" W along the
West right-of-way line of said Expressway a distance of 431.80 feet; thence S 89
degrees  42' 04" W and  parallel  with the South line of said SE/4 a distance of
200.00  feet;  thence  S 48  degrees  11' 34" W and"  parallel  to the  Westerly
right-of way line of said  Expressway  for a distance of 3.15 feet to a point of
curvature;  thence Southwesterly and parallel to the Westerly  right-of-way line
of said  Expressway  and on the arc of a curve  to the left  having a radius  of
185.78 feet,  and a chord  bearing of S 23 degrees 56' 51" W for an arc distance
of 157.23  feet to a point,  thence S 42 degrees  20' 39" W a distance  of 39.62
feet to a point  33.00 feet  North of the South  line of said SE/4;  thence S 00
degrees 17' 56" E a distance  of 33.00 feet to the point or place of  beginning.
Said parcel contains 20.310 acres more or less.


                                     Tract 2

         A part of the Southeast Quarter (SE/4) of Section Eleven (11), Township
Ten (10) North. Range Four (4) West of the Indian Meridian,  Cleveland.  County,
Oklahoma,  being more  particularly  described  as  follows:  Commencing  at the
Southwest corner of said SE/4; thence N 00 degrees 07' 35" W on the West line of
said SE/4 a distance of 1764.49 feet to a point 880 feet south of the  Northwest
corner of said SE/4,  thence 9 89 degrees  42' 07" E parallel to and 880.00 feet
South of the North line of said SE/4 a distance  of 240.00  feet to the point or
p1ace of  beginning;  thence  continuing  N 89 degrees 42' 07" E parallel to and
880.00  feet  South of the North line of said SE/4 a  distance  of 250.00  feet;
thence S 00  degrees  07' 35" E and  paral1el  with the West line of said SE/4 a
distance  of 450.00  feet;  thence N 89 degrees 42' 07" East  parallel  with the
North  line of said  SE/4 a  distance  of  1380.65  feet to a point  on the West
right-of-way  line of Will Rogers West Expressway  (Interstate  Highway No. 44);
thence  S 18  degrees  12'  00" W  along  the  West  right-of-way  line  of said
Expressway  a  distance  of  501.74  feet  to  a  point  of  curvatures,  thence
Southwesterly along the West right-of-way line of said Expressway and on the arc
of a curve to the right having a radius of 681.20 feet and a chord  bearing of S
33 degrees 11' 53" W for an arc  distance of 356.68 feet to a point of tangency;
Thence S 48 degrees 1l' 34"W along the West right-of-way line of said Expressway
a distance  of 83.25  feet,  thence S 89 degrees  42' 07" W and  parallel to the
North line of said SE/4 a distance of 1092.55 feet;  thence N 14 degrees 49' 10"
W a distance of 490.68  feet;  thence N 89 degrees 42' 07" W and parallel to the
West  line of said SE/4 a  distance  of  1.169.19  feet to the point or place of
beginning. Said parcel contains 29.849 acres more or less.

                           Attachment "B"
Less This Parcel

A part of the Southeast Quarter (SW4) of Section (11),  Township Ten (10) North,
Range Four (4) West of the Indian Meridian,  Cleveland County,  Oklahoma,  being
more particularly described as follows:

Commencing at the southeast Corner of said southeast Quarter (SE/4);

Thence  South 89 degrees  42' 04" West  along the South  line of said  Southeast
Quarter (SE/4) a distance of 1,780 feet;

Thence  continuing South 89 degrees 42' 04" West along the South line a distance
of 843.24 feet to the Southwest Corner of said southeast Quarter (SE/4);

Thence North 00 degrees 07' 35" West on the West line of said Southeast  Quarter
(SE/4) a distance of 1764.49  feet to a point South of the  Northwest  Corner of
said Southeast Quarter (SE/4);

Thence  North 89 degrees  42' 07" East  parallel to and 880.00 feet South of the
North line of said Southeast Quarter (SE/4) a distance of 240.00 feet;

Thence  South 00 degrees  07' 35" East and  parallel  with the West line of said
Southeast Quarter (SE/4) a distance of 735.00 feet to the point of beginning;

Thence continuing South 00 degrees 07' 35"East a distance of 65.00 feet;

Thence  North 80 degrees 42' 07" East and  parallel  with the North line of said
Southeast Quarter (SE/4) a distance of 360.55 feet;

Thence  North 00 degrees  07' 35" West and  parallel  with the West line of said
Southeast Quarter (SE/4) a distance of 540.00 feet;

Thence  south 80 degrees 42' 07" West and  parallel  with the North line of said
Southeast  Quarter  (SE/4) a  distance  of 485.00  feet to the point or place of
beginning.

(Administration Building)