<PAGE>

                                                                     Exhibit 4.1

          COMMON STOCK

                                             THIS CERTIFICATE IS TRANSFERABLE IN
                                                KANSAS CITY, MO AND NEW YORK, NY

----------                                                        -------------

   NUMBER          [LOGO](R) Tower Tech, Inc.                        SHARES

----------                                                        -------------

        INCORPORATED UNDER THE LAWS OF THE STATE OF OKLAHOMA  CUSIP 891864 20 9
                                             See reverse for certain definitions

        THIS CERTIFIES THAT






        IS THE OWNER OF

                FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR
        VALUE $.01, OF Tower Tech, Inc., transferable on the books of the
        Corporation by the holder hereof in person or by duly authorized
        attorney upon surrender of this Certificate properly endorsed. This
        Certificate and the shares represented hereby are issued and shall be
        subject to all of the provisions of the Certificate of Incorporation and
        Bylaws of the Corporation, as amended or restated (copies of which are
        on file with the Corporation and the Transfer Agent), or as the same may
        be amended or restated hereafter, to all of which the holder hereof
        assents. This Certificate is not valid unless countersigned by the
        Transfer Agent and registered by the Registrar. Witness the facsimile
        seal of the Corporation and the facsimile signatures of its duly
        authorized officers.

<TABLE>
        <S>                                     <C>                     <C>
        Dated:                                                          /s/ [ILLEGIBLE]
                                                                             PRESIDENT AND
                                                                        CHIEF EXECUTIVE OFFICER

        COUNTERSIGNED AND REGISTERED                                     [SEAL]
                        UMB BANK, NA.
                     (KANSAS CITY, MISSOURI)
                                                Transfer Agent
                                                and Registrar
        By:                                                             /S/ [ILLEGIBLE]
                                                                             TREASURER AND
                                                                        CHIEF FINANCIAL OFFICER
                                                Authorized Signature
</TABLE>

<PAGE>

                                Tower Tech, Inc.

         THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS, OR RESTRICTIONS OF THE PREFERENCES OR RIGHTS.
SUCH REQUESTS SHALL BE MADE TO THE CORPORATION'S SECRETARY AT THE PRINCIPAL
OFFICE OF THE CORPORATION.

         KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

         The following abbreviations, when used in the inscription on the face
of this Certificate shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                                              <C>
TEN COM - as tenants in common                UNIF GIFT MIN ACT________Custodian_________________
TEN ENT - as tenants by the entireties                          (Cust)                  (Minor)
JT TEN  - as joint tenants with right of                       under Uniform Gifts to Minors
          survivorship and not as tenants                      Act________________________________
          in common                                                          (State)


                                              UNIF TRF MIN ACT______Custodian (until age ________)
                                                              (Cust)
                                                              ___________under Uniform Transfers
                                                                 (Minor)
                                                              to Minors Act _____________________
                                                                                    (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

For value received, _______________________ hereby sell, assign and transfer
unto


   PLEASE INSERT SOCIAL SECURITY OR OTHER
       IDENTIFYING NUMBER OF ASSIGNEE
-----------------------------------------
________________________________________________________________________________

________________________________________________________________________________
    PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
                                    ASSIGNEE
________________________________________________________________________________

________________________________________________________________________________

__________________________________________________________________________Shares

of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint______________________________________________

________________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.

Dated___________________


                                       ________________________________________
                                       Signature

                                       NOTICE: The signature to this assignment
                                       must correspond with the name as written
                                       upon the face of the certificate, in
                                       every particular, without alteration or
                                       enlargement, or any change whatever.

                                       (All signatures must be guaranteed by a
                                       member of a national securities exchange
                                       or of the National Association of
                                       Securities Dealers, Inc., or by a
                                       commercial bank or trust company located
                                       in the United States)