<PAGE>

                                                                    Exhibit 10.3


                  THE SECURITIES REPRESENTED BY THIS WARRANT WERE ISSUED IN A
                  TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED, AND IN RELIANCE UPON THE HOLDER'S
                  REPRESENTATION THAT SUCH SECURITIES WERE BEING ACQUIRED FOR
                  INVESTMENT AND NOT FOR RESALE. EXCEPT AS PROVIDED HEREIN, NO
                  TRANSFER OF SUCH SECURITIES MAY BE MADE ON THE BOOKS OF THE
                  COMPANY UNLESS ACCOMPANIED BY AN OPINION OF COUNSEL,
                  SATISFACTORY TO THE COMPANY, THAT SUCH TRANSFER MAY BE
                  EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED, OR THAT SUCH SECURITIES HAVE BEEN SO
                  REGISTERED UNDER A REGISTRATION STATEMENT WHICH IS IN EFFECT
                  AT THE DATE OF SUCH TRANSFER.

                                TOWER TECH, INC.

                       Common Stock Purchase Warrant No. ________

                                       to

                             Purchase ________ Shares

                                       of

                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

                        ______________ , or its designees

by TOWER TECH, INC., an Oklahoma corporation (hereinafter called the "Company",
                                                                      -------
which term shall include its successors and assigns).

         FOR VALUE RECEIVED and subject to the terms and conditions hereinafter
set out, the registered holder of this Warrant as set forth on the books and
records of the Company (the "Holder") is entitled upon surrender of this Warrant
                             ------
to purchase from the Company _______ fully paid and nonassessable shares of
Common Stock, $.01 par value (the "Common Stock"), at the Exercise Price (as
                                   ------------
defined below) per share.

         This Warrant shall expire at 5:00 p.m. New York Time on January 30,
2007.


         1.  (a) The right to purchase shares of Common Stock represented by
this Warrant may be exercised by the Holder, in whole or in part, by the
surrender of this Warrant (properly

<PAGE>

endorsed if required) at the principal office of the Company at 11935 So. I-44
Service Road, Oklahoma City, OK 73173 (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of
the Holder appearing on the books of the Company), and upon payment to the
Company of the Exercise Price for such shares in accordance with Section 1(b)
hereof. The Company agrees that the shares of Common Stock so purchased shall be
deemed to be issued to the Holder as the record owner of such shares of Common
Stock as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares of Common Stock as aforesaid.
Certificates for the shares of Common Stock so purchased (together with a cash
adjustment in lieu of any fraction of a share) shall be delivered to the Holder
within a reasonable time, not exceeding five (5) business days, after the rights
represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of shares of Common
Stock, if any, with respect to which this Warrant shall not then have been
exercised, in all other respects identical with this Warrant, shall also be
issued and delivered to the Holder within such time, or, at the request of the
Holder, appropriate notation may be made on this Warrant and the same returned
to the Holder.

         (c) This Warrant may be exercised to acquire, from and after the date
hereof, the number of shares of Common Stock set forth on the first page hereof;
provided, however, the right hereunder to purchase such shares of Common Stock
shall expire at 5:00 p.m. New York Time on January 30, 2007.

         (d) The Holder of this Warrant, at its sole option, may pay the
Exercise Price (i) in immediately available funds, or (ii) may surrender this
Warrant to the Company together with a notice of cashless exercise, in which
event the Company shall issue to the Holder the number of shares of Common Stock
determined as follows:

                                    X = Y [(A-B)/A]

         where:
                                    X = the number of Common Stock to be issued
                                    to the Holder.

                                    Y = the number of shares of Common Stock
                                    with respect to which this Warrant is being
                                    exercised.

                                    A = the average of the closing bid prices of
                                    the Common Stock for the five (5) trading
                                    days immediately prior to (but not
                                    including) the date of Exercise.

                                    B = the Exercise Price.

                                      -2-

<PAGE>

         2. This Warrant is being issued by the Company to the Holder, pursuant
to that certain Offering Agent Agreement, dated as of January 30, 2002, between
the Company and the Offering Agent.

         3. The Company covenants and agrees that all Common Stock upon issuance
against payment in full of the Exercise Price by the Holder pursuant to this
Warrant will be validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof; and, without
limiting the generality of the foregoing, the Company covenants and agrees that
it will take from time to time all such action as may be requisite to assure
that the par value per share of the Common Stock is at all times equal to or
less than the then effective Exercise Price. The Company further covenants and
agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will have at all times authorized, and
reserved for the purpose of issue or transfer upon exercise of the rights
evidenced by this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant, and will
procure at its sole expense upon each such reservation of shares the listing
thereof (subject to issuance or notice of issuance) on all stock exchanges on
which the Common Stock is then listed or inter-dealer trading systems on which
the Common Stock is then traded. The Company will take all such action as may be
necessary to assure that such shares of Common Stock may be so issued without
violation of any applicable law or regulation, or of any requirements of any
national securities exchange upon which the Common Stock may be listed or
inter-dealer trading system on which the Common Stock is then traded. The
Company will not take any action which would result in any adjustment in the
number of shares of Common Stock purchasable hereunder if the total number of
shares of Common Stock issuable pursuant to the terms of this Warrant after such
action upon full exercise of this Warrant and, together with all shares of
Common Stock then outstanding and all shares of Common Stock then issuable upon
exercise of all options and other rights to purchase shares of Common Stock then
outstanding, would exceed the total number of shares of Common Stock then
authorized by the Company's Certificate of Incorporation, as then amended.

         4. The Initial Exercise Price is $2.40 per share of Common Stock (the
"Initial Exercise Price").
 ----------------------

                  The Initial Exercise Price shall be adjusted as provided for
below in this Section 4 (the Initial Exercise Price, and the Initial Exercise
Price, as thereafter then adjusted, shall be referred to as the "Exercise
                                                                 --------
Price") and the Exercise Price from time to time shall be further adjusted as
-----
provided for below in this Section 4. Upon each adjustment of the Exercise
Price, the Holder shall thereafter be entitled to receive upon exercise of this
Warrant, at the Exercise Price resulting from such adjustment, the number of
shares of Common Stock obtained by (i) multiplying the Exercise Price in effect
immediately prior to such adjustment by the number of shares of Common Stock
purchasable hereunder immediately prior to such adjustment, and (ii) dividing
the product thereof by the Exercise Price resulting from such adjustment. The
Exercise Price shall be adjusted as follows:

                        (i)    In the case of any amendment to the Certificate
                  of Incorporation of the Company to change the rights,
                  privileges, restrictions or conditions in respect to the
                  Common Stock or division of the Common Stock, this Warrant
                  shall be

                                      -3-

<PAGE>

                  adjusted so as to provide that upon exercise thereof, the
                  Holder shall receive, in lieu of each Common Stock theretofore
                  issuable upon such exercise, the kind and amount of shares,
                  other securities, money and property receivable upon such
                  change or division by the Holder issuable upon such exercise
                  had the exercise occurred immediately prior to such
                  designation, change or division. This Warrant shall be deemed
                  thereafter to provide for adjustments which shall be as nearly
                  equivalent as may be practicable to the adjustments provided
                  for in this Section 4. The provisions of this Subsection 4(i)
                  shall apply in the same manner to successive
                  reclassifications, changes, consolidations and mergers.

                        (ii)   If the Company shall at any time subdivide its
                  outstanding shares of Common Stock into a greater number of
                  shares of Common Stock, or declare a dividend or make any
                  other distribution upon the Common Stock payable in shares of
                  Common Stock, the Exercise Price in effect immediately prior
                  to such subdivision or dividend or other distribution shall be
                  proportionately reduced, and conversely, in case the
                  outstanding shares of Common Stock shall be combined into a
                  smaller number of shares of Common Stock, the Exercise Price
                  in effect immediately prior to such combination shall be
                  proportionately increased.

                        (iii)  In case the Company shall issue or otherwise sell
                  or distribute shares of Common Stock for a consideration per
                  share in cash or property, or the Company shall issue options
                  or warrants to purchase Common Stock (other than options
                  granted pursuant to the Company's management incentive stock
                  option plan ("MISOP") described in the Prospectus) that are
                  exercisable at, or the Company shall issue or otherwise sell
                  or distribute rights to subscribe for or securities
                  convertible into or exchangeable for Common Stock, at a price
                  less than (A) the Exercise Price then in effect or (B) the
                  Market Price (as defined below), the Exercise Price then in
                  effect shall automatically be reduced by multiplying the then
                  Exercise Price by a fraction, the numerator of which shall be
                  the number of shares of Common Stock outstanding immediately
                  prior to such issuance, sale or distribution plus the number
                  of shares of Common Stock which the aggregate consideration
                  received or to be received by the Company for such issuance,
                  sale or distribution (such consideration, if other than cash,
                  as determined by the Board of Directors including a majority
                  of the Directors who are not officers or employees of the
                  Company or any of its subsidiaries, whose determination shall
                  be conclusive absent manifest error) would purchase at the
                  Exercise Price per share, and the denominator of which shall
                  be the number of shares of Common Stock outstanding
                  immediately after giving effect to such issuance, sale or
                  distribution. The term "Market Price" shall mean the average
                                          ------------
                  of the closing bid price for the Common Stock for the five (5)
                  consecutive trading days ending two (2) trading days prior to
                  the relevant date that the Company shall issue or otherwise
                  sell or distribute shares of Common Stock.

                        (iv)   If any capital reorganization or reclassification
                  of the capital stock of the Company, or any consolidation or
                  merger of the Company with another corporation or entity, or
                  the sale of all or substantially all of the Company's assets

                                      -4-

<PAGE>

                  to another corporation or other entity shall be effected in
                  such a way that holders of shares of Common Stock shall be
                  entitled to receive stocks, securities, other evidence of
                  equity ownership or assets with respect to or in exchange for
                  shares of Common Stock, then, as a condition of such
                  reorganization, reclassification, consolidation, merger or
                  sale (except as otherwise provided below in this Section 4),
                  lawful and adequate provisions shall be made whereby the
                  Holder shall thereafter have the right to receive upon the
                  basis and upon the terms and conditions specified herein, such
                  shares of stock, securities, other evidence of equity
                  ownership or assets as may be issued or payable with respect
                  to or in exchange for a number of outstanding shares of such
                  Common Stock equal to the number of shares of Common Stock
                  immediately theretofore purchasable and receivable upon the
                  exercise of this Warrant under this Section 4 had such
                  reorganization, reclassification, consolidation, merger or
                  sale not taken place, and in any such case appropriate
                  provisions shall be made with respect to the rights and
                  interests of the Holder to the end that the provisions hereof
                  (including, without limitation, provisions for adjustments of
                  the Exercise Price and of the number of shares of Common Stock
                  receivable upon the exercise of this Warrant) shall thereafter
                  be applicable, as nearly as may be, in relation to any shares
                  of stock, securities, other evidence of equity ownership or
                  assets thereafter deliverable upon the exercise hereof
                  (including an immediate adjustment, by reason of such
                  consolidation or merger, of the Exercise Price to the value
                  for the Common Stock reflected by the terms of such
                  consolidation or merger if the value so reflected is less than
                  the Exercise Price in effect immediately prior to such
                  consolidation or merger). Subject to the terms of this
                  Warrant, in the event of a merger or consolidation of the
                  Company with or into another corporation or other entity as a
                  result of which the number of shares of common stock of the
                  surviving corporation or other entity issuable to holders of
                  Common Stock of the Company, is greater or lesser than the
                  number of shares of Common Stock of the Company outstanding
                  immediately prior to such merger or consolidation, then the
                  Exercise Price in effect immediately prior to such merger or
                  consolidation shall be adjusted in the same manner as though
                  there were a subdivision or combination of the outstanding
                  shares of Common Stock of the Company. The Company shall not
                  effect any such consolidation, merger or sale, unless, prior
                  to the consummation thereof, the successor corporation (if
                  other than the Company) resulting from such consolidation or
                  merger or the corporation purchasing such assets shall assume
                  by written instrument executed and mailed or delivered to the
                  Holder, the obligation to deliver to the Holder such shares of
                  stock, securities, other evidence of equity ownership or
                  assets as, in accordance with the foregoing provisions, the
                  Holder may be entitled to receive or otherwise acquire. If a
                  purchase, tender or exchange offer is made to and accepted by
                  the holders of more than fifty (50%) percent of the
                  outstanding shares of Common Stock of the Company, the Company
                  shall not effect any consolidation, merger or sale with the
                  Person having made such offer or with any Affiliate of such
                  Person, unless prior to the consummation of such
                  consolidation, merger or sale the Holder of this Warrant shall
                  have been given a reasonable opportunity to then elect to
                  receive upon the exercise of this Warrant the amount of stock,
                  securities, other evidence of equity ownership or assets then

                                      -5-

<PAGE>

                  issuable with respect to the number of shares of Common Stock
                  of the Corporation in accordance with such offer.

                  Whenever the Exercise Price shall be adjusted pursuant to this
Section 4, the Company shall issue a certificate signed by its President or Vice
President and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors of the Company made any determination hereunder), and the Exercise
Price after giving effect to such adjustment, and shall cause copies of such
certificates to be mailed (by first-class mail, postage prepaid) to the holder
of this Warrant.

                  No fractional Common Stock shall be issued in connection with
any exercise of this Warrant, but in lieu of such fractional shares, the Company
shall make a cash payment therefor equal in amount to the product of the
applicable fraction multiplied by the Exercise Price then in effect.

         5.   (a) If the Company grants rights to all shareholders to purchase
Common Stock, the Holder shall have the same rights as if this Warrant had been
exercised immediately prior to such grant.


              (b) The Holder agrees that, except as provided herein, without the
prior written consent of the Company, the Holder will not, during the period
commencing on the date hereof and ending one year after the date hereof (the
"Lock-Up Period"), (1) offer, pledge, announce the intention to sell, sell,
 --------------
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, this Warrant or any
shares received as a result of the exercise of any Warrant, or (2) enter into
any swap, option, future, forward or other agreement that transfers, in whole or
in part, any of the economic consequences of ownership of this Warrant or any
shares received as a result of the exercise of any Warrant, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of
Common Stock or such other securities, in cash or otherwise. In addition, the
Holder agrees that, without the prior written consent of the Company, it will
not, during the Lock-Up Period, exercise any right with respect to the
registration of this Warrant or any shares received as a result of the exercise
of any Warrant, including under Section 6.

         6.   (a) Commencing twelve (12) months from the date hereof, and for a
period of five (5) years from the effective date of the Offering, upon demand by
the Offering Agent, (regardless of whether the maximum number of Securities (as
defined in the Prospectus) shall have been sold), the Company shall, at its sole
cost and expense, file a registration statement on the appropriate form under
the 1933 Act as determined in accordance with this Section 6 with the Securities
and Exchange Commission ("SEC") covering all of the shares of Common Stock
                          ---
issued and issuable upon the exercise of this Warrant (the "Registrable
                                                            -----------
Securities"), time being of the essence. The Company will use its best efforts
----------
to have such registration statement declared effective as soon as possible
thereafter, and shall keep such registration statement current and effective for
at least three (3) years from the effective date thereof or until such earlier
date as all

                                      -6-

<PAGE>

of the Registrable Securities registered pursuant to such registration statement
shall have been sold or otherwise transferred.

           (b)    In the event the Company effects any registration under the
1933 Act of any Registrable Securities pursuant to Sections 6(a) above or 6(g)
below, the Company shall indemnify, to the extent permitted by law, and hold
harmless any person or entity whose Registrable Securities are included in such
Registration Statement (each, a "Seller"), any underwriter, any officer,
                                 ------
director, employee or agent of any Seller or underwriter, and each other person,
if any, who controls any Seller or underwriter within the meaning of Section 15
of the 1933 Act, against any losses, claims, damages or liabilities, judgment,
fines, penalties, costs and expenses, joint or several, or actions in respect
thereof (collectively, the "Claims"), to which each such indemnified party
                            ------
becomes subject, under the 1933 Act or otherwise, insofar as such Claims arise
out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the registration statement or prospectus or any
amendment or supplement thereto or any document filed under a state securities
or blue sky law (collectively, the "Registration Documents") or insofar as such
                                    ----------------------
Claims arise out of or are based upon the omission or alleged omission to state
in any Registration Document a material fact required to be stated therein or
necessary to make the statements made therein not misleading, and will reimburse
any such indemnified party for any legal or other expenses reasonably incurred
by such indemnified party in investigating or defending any such Claim; provided
that the Company shall not be liable in any such case to the extent such Claim
is based upon an untrue statement or alleged untrue statement of a material fact
or omission or alleged omission of a material fact made in any Registration
Document in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any indemnified party specifically for use in
the preparation of such Registration Document.

           (c)    In connection with any registration statement in which any
Seller is participating, each Seller, as a condition to the Company's obligation
to register the Registrable Securities shall agree, severally and not jointly,
to indemnify, to the extent permitted by law, and hold harmless the Company,
each of its directors, each of its officers who have signed the registration
statement, each other person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act, each other Seller and each underwriter,
any officer, director, employee or agent of any such other Seller or underwriter
and each other person, if any, who controls such other Seller or underwriter
within the meaning of Section 15 of the 1933 Act against any Claims to which
each such indemnified party may become subject under the 1933 Act or otherwise,
insofar as such Claims (or actions in respect thereof) are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Document, or insofar as any Claims are based upon the omission or
alleged omission to state in any Registration Document a material fact required
to be stated therein or necessary to make the statements made therein not
misleading, and will reimburse any such indemnified party for any legal or other
expenses reasonably incurred by such indemnified party in investigating or
defending any such claim; provided, however, that such indemnification or
reimbursement shall be payable only if, and to the extent that, any such Claim
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Registration Document in reliance
upon and in conformity with written information furnished to the Company by the
Seller specifically for use in the preparation thereof.

                                      -7-

<PAGE>

          (d) Any person entitled to indemnification under Sections 6(b) or 6(c)
above shall notify promptly the indemnifying party in writing of the
commencement of any Claim if a claim for indemnification in respect thereof is
to be made against an indemnifying party under this Section 6(d), but the
omission of such notice shall not relieve the indemnifying party from any
liability which it may have to any indemnified party otherwise than under
Section 6(b) or 6(c) above, except to the extent that such failure shall
materially adversely affect any indemnifying party or its rights hereunder. In
case any action is brought against the indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it chooses, to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party;
and, after notice from the indemnifying party to the indemnified party that it
so chooses, the indemnifying party shall not be liable for any legal or other
expenses subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation; provided, however,
that (i) if the indemnifying party fails to take reasonable steps necessary to
defend diligently the Claim within twenty (20) days after receiving notice from
the indemnified party that the indemnified party believes it has failed to do
so; (ii) if the indemnified party who is a defendant in any action or proceeding
which is also brought against the indemnifying party reasonably shall have
concluded that there are legal defenses available to the indemnified party which
are not available to the indemnifying party; or (iii) if representation of both
parties by the same counsel is otherwise inappropriate under applicable
standards of professional conduct, the indemnified party shall have the right to
assume or continue its own defense as set forth above (but with no more than one
firm of counsel for all indemnified parties in each jurisdiction, except to the
extent any indemnified party or parties reasonably shall have concluded that
there are legal defenses available to such party or parties which are not
available to the other indemnified parties or to the extent representation of
all indemnified parties by the same counsel is otherwise inappropriate under
applicable standards of professional conduct) and the indemnifying party shall
be liable for any reasonable expenses therefor; provided, that no indemnifying
party shall be subject to any liability for any settlement of a Claim made
without its consent (which may not be unreasonably withheld, delayed or
conditioned). If the indemnifying party assumes the defense of any Claim
hereunder, such indemnifying party shall not enter into any settlement without
the consent of the indemnified party if such settlement attributes liability to
the indemnified party (which consent may not be unreasonably withheld, delayed
or conditioned).

          (e) If for any reason the indemnity provided in Section 6(b) or 6(c)
above is unavailable, or is insufficient to hold harmless, an indemnified party,
then the indemnifying party shall contribute to the amount paid or payable by
the indemnified party as a result of any Claim in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
on the one hand and the indemnified party on the other from the transactions
contemplated by this Agreement. If, however, the allocation provided in the
immediately preceding sentence is not permitted by applicable law, or if the
indemnified party failed to give the notice required by Section 6(d) above, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the indemnifying party and the
indemnified party as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged

                                      -8-

<PAGE>

omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable in respect of any Claim shall
be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such Claim.
Notwithstanding the foregoing, no underwriter or controlling person thereof, if
any, shall be required to contribute, in respect of such underwriter's
participation as an underwriter in the offering, any amount in excess of the
amount by which the total price at which the Registrable Securities underwritten
by it and distributed to the public were offered to the public exceeds the
amount of any damages which such underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

          (f) The provisions of Sections 6(b) through 6(e) hereof shall be in
addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract and shall remain
operative and in full force and effect regardless of any investigation made or
omitted by or on behalf of any indemnified party and shall survive the transfer
of the Registrable Securities by any such party.

          (g) If the registration statement as filed as required to be filed
pursuant to Section 6(a) above is not then effective or filed, as the case may
be, the holder of this Warrant shall have certain "piggy-back" registration
rights.

              A. If at any time after the Initial Closing Date, the Company
shall file with the SEC a registration statement under the 1933 Act registering
any shares of Common Stock owned by any person or entity, except for any
registration on Forms S-4, S-8 or other similar or successor Forms, the Company
shall give written notice to the holder of this Warrant thereof prior to such
filing.

              B. Within fifteen (15) days after such notice from the Company,
the holder of this Warrant shall give written notice to the Company whether or
not the holder of this Warrant desires to have all of the holder's Registrable
Securities included in the registration statement. If a Holder of this Warrant
fails to give such notice within such period, such holder shall not have the
right to have such holder's Registrable Securities registered pursuant to such
registration statement. If a Holder of this Warrant gives such notice, then the
Company shall include such holder's Registrable Securities in the registration
statement, at the Company's sole cost and expense, subject to the remaining
terms of this Section 6(g).

              C. If the registration statement relates to an underwritten
offering, and the underwriter shall determine in writing that the total number
of shares of Common Stock to be included in the offering, including the
Registrable Securities, shall exceed the amount which the underwriter deems to
be appropriate for the offering, the number of shares of the Registrable
Securities shall be reduced in the same proportion as the remainder of the
shares in the offering and each holder of Registrable Securities included in
such registration statement will be reduced proportionately. For this purpose,
if other securities in the registration

                                      -9-

<PAGE>

statement are derivative securities, their underlying shares shall be included
in the computation. The Holder of this Warrant shall enter into such agreements
as may be reasonably required by the underwriters and the Holder of this Warrant
shall pay to the underwriters commissions relating to the sale of their
respective Registrable Securities.

              D. The Holder of this Warrant shall have two (2) opportunities to
have the Registrable Securities registered under this Section 6(g).

          (h) The Holder of this Warrant shall furnish in writing to the Company
such information as the Company shall reasonably require in connection with a
registration statement.

          (i) If and whenever the Company is required by the provisions of this
Section 6 to use its best efforts to register any Registrable Securities under
the 1933 Act, the Company shall, as expeditiously as possible under the
circumstances:

              A. Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective as soon as possible and remain
effective.

              B. Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement current and to comply
with the provisions of the 1933 Act, and any regulations promulgated thereunder,
with respect to the sale or disposition of all Registrable Securities covered by
the registration statement required to effect the distribution of the
securities, but in no event shall the Company be required to do so for a period
of more than three (3) years following the effective date of the registration
statement.

              C. Furnish to the Sellers participating in the offering, copies
(in reasonable quantities) of summary, preliminary, final, amended or
supplemented prospectuses, in conformity with the requirements of the 1933 Act
and any regulations promulgated thereunder, and other documents as reasonably
may be required in order to facilitate the disposition of the securities, but
only while the Company is required under the provisions hereof to keep the
registration statement current.

              D. Use its best efforts to register or qualify the Registrable
Securities covered by such registration statement under such other securities or
blue sky laws of such jurisdictions of the United States as the Sellers
participating in the offering shall reasonably request, and do any and all other
acts and things which may be reasonably necessary to enable each participating
Seller to consummate the disposition of the Registrable Securities in such
jurisdictions.

              E. Notify each Seller selling Registrable Securities, at any time
when a prospectus relating to any such Registrable Securities covered by such
registration statement is required to be delivered under the 1933 Act, of the
Company's becoming aware that the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or

                                      -10-

<PAGE>

necessary to make the statements therein not misleading in the light of the
circumstances then existing, and promptly prepare and furnish to each such
Seller selling Registrable Securities a reasonable number of copies of a
prospectus supplemented or amended so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing.

              F. As soon as practicable after the effective date of the
registration statement, and in any event within eighteen (18) months thereafter,
make generally available to Sellers participating in the offering an earnings
statement (which need not be audited) covering a period of at least twelve (12)
consecutive months beginning after the effective date of the registration
statement which earnings statement shall satisfy the provisions of Section 11(a)
of the 1933 Act, including, at the Company's option, Rule 158 thereunder. To the
extent that the Company files such information with the SEC in satisfaction of
the foregoing, the Company need not deliver the above referenced earnings
statement to Seller.

              G. Upon request, deliver promptly to counsel of each Seller
participating in the offering copies of all correspondence between the SEC and
the Company, its counsel or auditors and all memoranda relating to discussions
with the SEC or its staff with respect to the registration statement and permit
each such Seller to do such investigation at such Seller's sole cost and
expense, upon reasonable advance notice, with respect to information contained
in or omitted from the registration statement as it deems reasonably necessary.
Each Seller agrees that it will use its best efforts not to interfere
unreasonably with the Company's business when conducting any such investigation
and each Seller shall keep any such information received pursuant to this
Subsection G confidential.

              H. Provide a transfer agent and registrar located in the United
States for all such Registrable Securities covered by such registration
statement not later than the effective date of such registration statement.

              I. Pay all Registration Expenses (as hereinafter defined) incurred
in connection with a registration of Registrable Securities, whether or not such
registration statement shall become effective; provided that each Seller shall
pay all underwriting discounts, commissions and transfer taxes, and their own
counsel fees, if any, relating to the sale or disposition of such Seller's
Registrable Securities pursuant to a registration statement. As used herein,
"Registration Expenses" means any and all reasonable and customary expenses
 ---------------------
incident to performance of or compliance with the registration rights set forth
herein, including, without limitation, (i) all SEC, stock exchange and National
Association of Securities Dealers, Inc. registration and filing fees, (ii) all
fees and expenses of complying with state securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications of the Registrable Securities but no other expenses
of the underwriters or their counsel), (iii) all printing, messenger and
delivery expenses, and (iv) the reasonable fees and disbursements of counsel for
the Company and the Company's independent public accountants.

                                      -11-

<PAGE>

              K. The Company acknowledges that there is no adequate remedy at
law for failure by it to comply with the provisions of this Section 6 and that
such failure would not be adequately compensable in damages, and therefore
agrees that its agreements contained in this Section 6 may be specifically
enforced. In the event that the Company shall fail to file such registration
statement when required pursuant to Section 6(a) above or to keep any
registration statement effective as provided in this Section or otherwise fails
to comply with its obligations and agreements in this Section 6, then, in
addition to any other rights or remedies the holder of this Warrant may have at
law or in equity, including without limitation, the right of rescission, the
Company shall indemnify and hold harmless the holder of warrant from and against
any and all manner or loss which they may incur as a result of such failure. In
addition, the Company shall also reimburse the Holder of this Warrant for any
and all reasonable legal fees and expenses incurred by them in enforcing their
rights pursuant to this Section 6, regardless of whether any litigation was
commenced.

     7. This Warrant need not be changed because of any change in the Exercise
Price or in the number of shares of Common Stock purchased hereunder.

     8. The terms defined in this paragraph, whenever used in this Warrant,
shall, unless the context otherwise requires, have the respective meanings
hereinafter specified. The term "Common Stock" shall mean and include the
                                 ------------
Company's Common Stock, $0.01 par value per share, authorized on the date of the
original issue of this Warrant and shall also include in case of any
reorganization, reclassification, consolidation, merger or sale of assets, the
stock, securities or assets. The term "Company" shall also include any successor
                                       -------
corporation to TOWER TECH, INC. by merger, consolidation or otherwise. The term
"outstanding" when used with reference to Common Stock shall mean at any date as
 -----------
of which the number of shares thereof is to be determined, all issued shares of
Common Stock, except shares then owned or held by or for the account of the
Company. The term "1933 Act" shall mean the Securities Act of 1933, as amended,
                   --------
or any similar Federal statute, and the rules and regulations of the SEC, or any
other Federal agency then administering such Securities Act, thereunder, all as
the same shall be in effect at the time.

     9. This Warrant is exchangeable, upon the surrender hereby by the Holder at
the office or agency of the Company, for new Warrants of like tenor representing
in the aggregate the right to subscribe for and purchase the number of shares of
Common Stock which may be subscribed for and purchased hereunder, each of such
new Warrants to represent the right to subscribe for and purchase such number of
shares of Common Stock as shall be designated by the Holder at the time of such
surrender. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant or any such new Warrants and,
in the case of any such loss, theft, or destruction, upon delivery of a bond of
indemnity, reasonably satisfactory to the Company, or, in the case of any such
mutilation, upon surrender or cancellation of this Warrant or such new Warrants,
the Company will issue to the Holder a new Warrant of like tenor, in lieu of
this Warrant or such new Warrants, representing the right to subscribe for and
purchase the number of shares of Common Stock which may be subscribed for and
purchased hereunder.

                                      -12-

<PAGE>

     10. The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant. This Warrant shall not entitle the Holder to any
voting rights or any rights as a stockholder of the Company. The rights and
obligations of the Company, of the Holder, and of any holder of shares of Common
Stock issuable hereunder, shall survive the exercise of this Warrant.

     11. This Warrant sets forth the entire agreement of the Company and the
Holder of the Common Stock issuable upon the exercise of this Warrant with
respect to the rights of the Holder and the Common Stock issuable upon the
exercise of this Warrant, notwithstanding the knowledge of such Holder of any
other agreement or the provisions of any agreement, whether or not known to the
Holder and the Company represents that there are no agreements inconsistent with
the terms hereof or which purport in any way to bind the Holder of this Warrant
or the Common Stock.

     12. The validity, interpretation and performance of this Warrant and each
of its terms and provisions shall be governed by the laws of the State of New
York.

                                      -13-

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer and dated as of February 1, 2002.

                                       TOWER TECH, INC.



                                       By: /s/ Robert C. Brink
                                           ------------------
                                               Robert C. Brink
                                               Chief Executive Officer

                                      -14-