<PAGE>

                                                                    EXHIBIT 99.1

                      IN THE UNITED STATES BANKRUPTCY COURT
                      FOR THE WESTERN DISTRICT OF OKLAHOMA


IN RE:                                  )
                                        )
TOWER TECH, INC.                        )       Case No. 00-20285-TS
                                        )       (Chapter 11)
             Debtor.                    )

                                     AMENDED
                            PLAN OF REORGANIZATION OF
                                TOWER TECH, INC.
                                ----------------

         Tower Tech, Inc., an Oklahoma corporation ("Company" or "Debtor"),
hereby proposes this Plan of Reorganization of Tower Tech, Inc. ("Plan") to
resolve claims against, and interests in, the Company. The Debtor is a proponent
of the Plan within the meaning of Section 1129 of the United States Bankruptcy
Code, as amended ("Bankruptcy Code").

         The Disclosure Statement for Plan of Reorganization of Tower Tech, Inc.
("Disclosure Statement") provides certain information with respect to the Debtor
and the Plan.

         Nothing in the Plan should be construed as constituting a solicitation
of acceptances of the Plan unless and until the Disclosure Statement has been
approved and distributed to all holders of claims and interests to the extent
required by Section 1125 of the Bankruptcy Code.

         All holders are encouraged to read the Disclosure Statement and the
Plan in their entirety before voting to accept or to reject the Plan.

                                    ARTICLE I

                    DEFINED TERMS AND RULES OF INTERPRETATION

     A.  Defined Terms. The following terms used in the Plan shall have the
         -------------
respective meanings specified.

         1. Administrative Claim. The term "Administrative Claim" means a Claim
            --------------------
for administrative expenses allowed under Section 503(b) of the Bankruptcy Code
and entitled to priority in payment under Section 507(a)(1) of the Bankruptcy
Code, including, without limitation, any actual and necessary costs and expenses
of preserving the Estate and operating the business of the Debtor during the
Case, any indebtedness or obligations incurred by Debtor during the pendency of
the Case in connection with the conduct of the business of, the acquisition or
the lease of property by, or the rendition of services to, such Debtor, all
allowances of compensation for legal

<PAGE>

and other professional services and reimbursement of expenses to the extent
allowed under Section 330 or 503 of the Bankruptcy Code and all Statutory Fees.

         2. Affiliated Released Party. The term "Affiliated Released Party"
            -------------------------
means each officer, director, shareholder, affiliate, employee, consultant,
attorney, accountant, agent and other representative of the Debtor.

         3. Aggreko Royalty. The term "Aggreko Royalty" means the royalty
            ---------------
obligations due pursuant to the License Agreement between Debtor and Aggreko,
Inc., dated December 4, 1998.

         4. Allowed Claim. The term "Allowed Claim" means a Claim against the
            -------------
Debtor to the extent that:

            a.    (1) the Claim was timely filed or the Claim was listed in the
                      Schedules and not listed as disputed, contingent or
                      unliquidated as to amount; and

                  (2) the Debtor or any other party in interest entitled to do
                      so does not file an objection prior to the Effective Date
                      or such other date as may be established by the Plan or
                      the Bankruptcy Court; or,

            b.    the Claim is allowed by a Final Order of the Bankruptcy Court;
                  or,

            c.    the Claim is allowed by the Plan.

         5. Allowed... Claim. The term "Allowed... Claim" means an Allowed
            ----------------
Claim of the type described or in the Class described, as the case may be.

         6. Allowed Interest. The term "Allowed Interest" means an Interest
            ----------------
registered as of the Record Date in the stock register maintained by, or on
behalf of, the Company, as the case may be, and (i) an Interest as to which
neither the Debtor nor any other party in interest entitled to do so has filed
an objection within a time fixed by the Bankruptcy Court, or (ii) an Interest
allowed by a Final Order of the Bankruptcy Court, or (iii) an Interest allowed
by the Plan.

         7. Allowed... Interest. The term "Allowed... Interest" means an Allowed
            ----------------------
Interest of the type described or in the Class described, as the case may be.

         8. Allowed Secured Claim. The term "Allowed Secured Claim" means an
            ---------------------
Allowed Claim secured (directly or by enforceable subrogation) by an Encumbrance
on or interest in property of the Debtor or that is subject to set-off under
Section 553 of the Code, but only to the extent of the value of the creditor's
interest (directly or by enforceable subrogation) in the Debtor's interest in
such property or to the extent of the amount subject to set-off, which value
shall be determined as provided in Section 506(a) of the Code.

                                        2

<PAGE>

         9. Bankruptcy Code. The term "Bankruptcy Code" or the "Code" means the
            ---------------
U.S. Bankruptcy Code, as amended, as set forth in Title 11 of the United States
Code.

         10. Bankruptcy Court. The term "Bankruptcy Court" means the United
             ----------------
States Bankruptcy Court for the Western District of Oklahoma or, if the United
States Bankruptcy Court for the Western District of Oklahoma ceases to exercise
jurisdiction over the Case, the court that exercises jurisdiction over the Case
in lieu of the United States Bankruptcy Court for the Western District of
Oklahoma.

         11. Bankruptcy Rules. The term "Bankruptcy Rules" means, collectively,
             ----------------
the Federal Rules of Bankruptcy Procedure, as amended, and the Local Bankruptcy
Rules for the United States Bankruptcy Court for the Western District of
Oklahoma, as amended.

         12. Bank's Core Collateral. The term "Bank's Core Collateral" means all
             ----------------------
property of Debtor on which Gold Bank claims a perfected security interest,
which is not included in the Bank's Non-Core Collateral as defined. Generally,
the Bank's Core Collateral includes its claimed security in post petition
accounts receivable, inventory not designated as Regrind Inventory or Excess
Inventory, certain Patents and intellectual property, the Aggreko Royalty, and
other miscellaneous collateral necessary for the efficient operation of the
Reorganized Debtor, as determined by Reorganized Debtor's Board of Directors in
its sole discretion, on or before the Effective Date.

         13. Bank's Non-Core Collateral. The term "Bank's Non-Core Collateral"
             --------------------------
means all property of Debtor on which Gold Bank claims a perfected security
interest, which is determined by Reorganized Debtor's Board of Directors, in its
sole discretion, not to be Bank's Core Collateral, such as: Pre-Petition
Accounts Receivable, Re-Grind Inventory, and Excess Inventory.

         14. Business Day. The term "Business Day," means any day, other than a
             ------------
Saturday, a Sunday or a "legal holiday," as defined in Rule 9006(a) of the
Bankruptcy Rules.

         15. Case. The term "Case" means the Tower Tech Case styled In re
             ----                                                   -----
Tower Tech, Inc., Debtor Case No. 00-20285-TS pending before the Bankruptcy
---------------------------------------------
which.

         16. Cash Collateral Order. The term "Cash Collateral Order" means the
             ---------------------
order granted January 10, 2001 whereby Gold Bank was granted an administrative
post petition replacement lien and, to the extent necessary, an administrative
claim.

         17. Cause of Action. The term "Cause of Action" means any claim, right
             ---------------
to relief and cause of action, however now or hereafter denominated, owned or
acquired by the Debtor, whether arising under any contract or under the Code or
other federal or state law, including, without limitation, any causes of action
arising under Sections 544, 545, 547, 548, 549, 550, 551 or other Sections of
the Code.

                                        3

<PAGE>

             18. Charter. The term "Charter" means the amended and restated
                 -------
certificate of incorporation of the Company containing substantially the terms
summarized in the Disclosure Statement and contained in the Plan Supplement.

             19. Claim. The term "Claim" means a claim as defined at (S)10l(5)
                 -----
of the Code, including: any right to payment from the Debtor arising before the
Effective Date, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured; or any right arising or incurred before
the Effective Date of the Plan to an equitable remedy for breach of performance
if such breach gives rise to a right to payment from the Debtor, whether or not
such right to an equitable remedy is reduced to judgment, fixed, contingent,
matured, unmatured, disputed, undisputed, secured or unsecured.

             20. Class. The term "Class" means a class of Claims against, or
                 -----
Interests in, the Debtor as defined in Article II of the Plan.

             21. Company. The term "Company" means Tower Tech, Inc., an Oklahoma
                 -------
corporation.

             22. Confirmation. The term "Confirmation" means the entry of the
                 ------------
Confirmation Order entered by the Bankruptcy Court with respect to the Plan
pursuant to Section 1129 of the Bankruptcy Code.

             23. Confirmation Date. The term "Confirmation Date" means the date
                 -----------------
on which the Bankruptcy Court enters the Confirmation Order on its docket.

             24. Confirmation Hearing. The term "Confirmation Hearing" means
                 --------------------
the hearing before the Bankruptcy Court on the confirmation of the Plan pursuant
to Section 1129 of the Bankruptcy Code.

             25. Confirmation Order. The term "Confirmation Order" means the
                 ------------------
order of the Bankruptcy Court confirming the Plan pursuant to Section 1129 of
the Bankruptcy Code.

             26. Creditor. The term "Creditor" means "creditor" as defined in
                 --------
Section l0l(10) of the Code.

             27. Debtor. The term "Debtor" means Tower Tech, Inc., an Oklahoma
                 ------
corporation, in its individual corporate or other capacity and in its capacity
as debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code.

             28. Disclosure Statement. The term "Disclosure Statement" means the
                 --------------------
Disclosure Statement for Plan of Reorganization of Tower Tech, Inc. relating to
the Plan, as approved by Order of the Bankruptcy Court, including all
supplements, schedules and exhibits thereto, filed by the Debtor, as amended,
supplemented or modified from time to time, that is

                                        4

<PAGE>

prepared and distributed pursuant to Sections 1125, 1126(b) and 1145 of the
Bankruptcy Code and Bankruptcy Rule 3018.

             29. Disputed Claim. The term "Disputed Claim" means a Claim against
                 --------------
the Debtor which is not an Allowed Claim.

             30. Disputed Class 7 Claims Reserve. The term "Disputed Class 7
                 -------------------------------
Claims Reserve" means the reserve established by the Debtor on the Effective
Date for the account of each holder of a Disputed Claim which, if allowed, would
be a Class 7 Claim.

             31. Disputed Interest. The term "Disputed Interest" means an
                 -----------------
Interest in the Debtor which is not an Allowed Interest.

             32. Distribution Agent. The term "Distribution Agent" means David
                 ------------------
R. Payne, of D.R. Payne & Associates, or any other designee of the Debtor,
subject to approval of TBI.

             33. Effective Date. The term "Effective Date" means a Business Day,
                 --------------
not later than the sixtieth (60/th/) day after the date the Confirmation Order
becomes a Final Order, by which all of the conditions to the Effective Date set
forth in Article VIII have been satisfied or waived as provided in Article VIII.

             34. Encumbrance. The term "Encumbrance" means, with respect to any
                 -----------
interest in property, any mortgage, lien, pledge, charge, security interest,
easement, or encumbrance of any kind whatsoever affecting such interest in
property.

             35. Estate. The term "Estate"  means the Tower Tech Estate.
                 ------

             36. Estate Release. The term "Estate Release" means the release of
                 --------------
the Debtor referred to in Article IV.J.

             37. Excess Inventory. The term "Excess Inventory" means parts,
                 ----------------
components, supplies, and materials deemed to be in excess of the Debtor's
reasonable requirements on a post confirmation basis as determined by the
Reorganized Debtor's Board of Directors, in its sole discretion, on or before
the Effective Date.

             38. Fee Claim. The term "Fee Claim" means any Claim asserted by a
                 ---------
Person retained or requesting compensation in the Case pursuant to Section 327,
Section 328, Section 330, Section 331, Section 503(b), Section 1103 or Section
1129(a)(4) of the Bankruptcy Code; provided however, that TBI shall not be
required to file a Fee Claim, because it is governed by the prior Order of
Bankruptcy Court, entered March 15, 2001.

             39. Filing Date. The term "Filing Date" means December 19, 2000,
                 -----------
the date on which the petition for relief under Chapter 11 of the Bankruptcy
Code with respect to the Debtor was filed.

                                        5

<PAGE>

             40. Final Order. The term "Final Order" means an order of the
                 -----------
Bankruptcy Court as entered by the clerk of the Bankruptcy Court on a docket in,
or related to, the Case, or an order of another court of competent jurisdiction
that the Bankruptcy Court has specifically permitted to proceed to enter such
order, as entered by the clerk of such court on the appropriate docket, as to
which the time to request rehearing, appeal or certiorari has expired and no
appeal, motion for rehearing or petition for certiorari has been timely taken
or, as to which any motion for rehearing or appeal that has been or may be
taken, or any petition for certiorari that has been or may be filed has been
resolved by the highest court to which the order was appealed or from which
certiorari was sought and the time to appeal or any extension thereof or time in
which to seek rehearing or certiorari of such appellate order has expired.

             41. Financing Order. The term "Financing Order" means Final Amended
                 ---------------
and Restated Order granted March 15, 2001 Authorizing Post-Petition Secured
Superpriority Financing pursuant to (S)105(a), 362, 364(c)(1), 364(c)(2),
364(c)(3), and 364(d) of the Bankruptcy Code.

             42. Funded Claims. The term "Funded Claims" means Administrative
                 -------------
Claims, Priority Tax Claims, and Class 1 Claims.

             43. Gold Bank. The term "Gold Bank" means Gold Bank f/k/a People's
                 ---------
First Bank in its capacity as lender, under the Old Credit Agreement.

             44. Intercreditor Agreement. The term "Intercreditor Agreement"
                 -----------------------
means the agreements entered into between Debtor, Gold Bank and TBI on September
15, 2000 (1/st/ and 2/nd/ agreements) and on March 15, 200l (3/rd/ agreement).

             45  Interest. The term "Interest" means any right or equity
                 ---------
interest in the Debtor represented by the Tower Tech Common Stock, as defined
in (S).101 (16) of the Code.

             46. Liquidating Trust. The term "Liquidating Trust" means the trust
                 -----------------
formed to liquidate Non-Core Assets.

             47. Liquidating Trust Claims. The term "Liquidating Trust Claims"
                 ------------------------
means Claims secured by Non-Core Assets included in Class 6 and the Claims of
Gold Bank secured by the Bank's Non-Core Collateral to the extent such assets
(and related claims) are not abandoned by the Estate.

             48. Liquidation Agent. The term "Liquidation Agent" means David R.
                 -----------------
Payne as the designated trustee of the Liquidating Trust, or such other person
as Debtor may designate.

             49. Litigation Claim. The term "Litigation Claim" means any Claim
                 ----------------
asserted or being prosecuted on the Petition Date, in whole or in part, in a
court of law in any jurisdiction including any claim reduced to a judgment on
the Petition Date. Litigation Claims are more fully set forth on Exhibit F.

                                        6

<PAGE>

          50.  Management Incentive Stock Option Agreement. The term "Management
               -------------------------------------------
Incentive Stock Option Agreement" means the documents evidencing the Management
Incentive Stock Option Plan as set forth in the Plan Supplement.

          51.  Management Incentive Stock Option Plan. The term "Management
               --------------------------------------
Incentive Stock Option Plan" means the management incentive stock option plan of
Reorganized Debtor.

          52.  New Common Stock. The term "New Common Stock" means the shares of
               ----------------
Common Stock, par value $0.01 per share, of Reorganized Debtor to be issued by
Reorganized Debtor pursuant to the Plan and the Charter.

          53.  New Common Stock Private Placement Agreement. The term "New
               --------------------------------------------
Common Stock Private Placement Agreement" means the private placement agreement
between the Debtor and TBI, engaging TBI to use its best efforts, as Placement
Agent, in selling, on a private placement basis, not less than 2,000,000, nor
more than 2,250,000 shares of New Common Stock, at the price of $2.00, cash, per
share, generating not less than $4,000,000, nor more than $4,500,000 in gross
new equity on or before the Effective Date.

          54.  New Credit Agreement. The term "New Credit Agreement" means an
               --------------------
agreement, dated as of the Effective Date, among the Reorganized Debtor and Gold
Bank, pursuant to which the Reorganized Debtor and Gold Bank agreed to terms
outlined in the Settlement Agreement attached as Exhibit B.

          55.  New EC Note. The term "New EC Note" means the note to be issued
               -----------
by the Reorganized Debtor on the Effective Date to Electrical Constructors in
satisfaction of the Old EC Notes. The terms of the EC Note are set forth on
Exhibit D.

          56.  New Notes. The term "New Notes" means the Restructured Notes or
               ---------
the Residual Note together with the New EC Note.

          57.  New Securities. The term "New Securities" means, the New Common
               --------------
Stock, Stock Warrants: TBI, Stock Warrants: Old Common Stock and the New Notes.

          58.  Non-Core Assets and Core Assets. The term "Non-Core Assets" means
               -------------------------------
property of the Estate which is not necessary for the ongoing operations of the
Reorganized Debtor, as determined by Reorganized Debtor's Board of Directors,
in its sole discretion, on or before the Effective Date, such as: excess
equipment, excess real property, and the Bank's Non-Core Collateral. The term
"Core Assets" means property of the estate, which is not Bank's Core Collateral,
which is not abandoned pursuant hereto, and which is determined, by the
Reorganized Debtor's Board of Directors, in its sole discretion, on or before
the Effective Date, to be necessary for the ongoing operations of the
Reorganized Debtor.

          59.  Official Committee. The term "Official Committee" means any
               ------------------
official committee appointed in the Case pursuant to Section 1102 of the
Bankruptcy Code.

                                        7

<PAGE>

          60.  Old Agreements. The term "Old Agreements" shall mean the Old
               --------------
Credit Agreement, the Old EC Notes, the Old Unsecured Notes, and Old TBI Note
Agreement, the Old Warranty Agreements, and any other pre-petition note, lease,
or instrument evidencing a Class 5 or 6 Claim other than a Trade Claim.

          61.  Old Common Stock. The term "Old Common Stock" means approximately
               ----------------
4.0 million shares of Common Stock of the Company, par value $0.001 per share,
issued and outstanding as of the Filing Date.

          62.  Old Credit Agreement. The term "Old Credit Agreement" means the
               --------------------
Credit Agreement, dated as of April 23, 1999, as amended and restated through
the Fifth Amended and Restated Forbearance Agreement.

          63.  Old EC Notes. The term "Old EC Notes" means the promissory notes
               ------------
issued by Debtor in favor of Electrical Constructors, in the scheduled amounts
oft $593,068.49, $1,186,136.99, and $612 547.95, as in force and effect on the
Filing Date.

          64.  Old Stock Options and Warrants. The term "Old Stock Options and
               ------------------------------
Warrants" includes: any and all stock options authorized and granted pursuant to
the Company's 1993 Stock Option Plan as amended in October, 1997, and any other
stock options, stock warrants or other instruments entitled to be exercised for
conversion into Old Common Stock, issued and authorized before the Filing Date.

          65.  Old TBI Notes. The term "Old TBI Notes" means the promissory
               -------------
notes in the principal amounts of $660,000.00 held by TBI and Affiliates,
pursuant to an agreement dated September 17,2000.

          66.  Old Unsecured Notes. The term "Old Unsecured Notes" means the
               --------------------
Debenture Notes issued in 1997 which became due on June 30, 2000, in each case
issued by the Company and evidenced by the separate Debentures. The debentures
are convertible to shares of Old Common Stock under certain terms and
conditions.

          67.  Old Warranty Agreement. The term "Old Warranty Agreement" means
               ----------------------
collectively, all warranty agreements issued and/or in effect on the Petition
Date whether actual, written, or implied.

          68.  Other Released Party. The term "Other Released Party" means,
               --------------------
collectively, (a) any Official Committee and, solely in their capacity as
members or representatives of such Official Committee, each member, consultant,
attorney, accountant or other representative of such Official Committee; (b)
Gold Bank and each consultant, attorney, accountant or other representative of
the Gold Bank; and (c) TBI and each consultant, attorney, accountant or other
representative of TBI.

                                        8

<PAGE>

          69.  Patents. The term "Patents" means the patents of the Debtor as
               -------
set forth on Exhibit G.

          70.  Person. The term "Person" means an individual, a corporation, a
               ------
partnership, an association, a joint stock company, a joint venture, a limited
liability company, an estate, a trust, an unincorporated organization, a
government or any public subdivision thereof or other entity.

          71.  Placement Agent. The term, "Placement Agent" means TBI, acting in
               ---------------
the capacity of a placement agent for the Company, pursuant to the New Common
Stock Private Placement Agreement, employing its best efforts to sell, on a
private placement basis, not less than 2,000,000, nor more than 2,250,000
shares of New Common Stock of the Company, at $ 2.00, cash, per share, on or
before the Effective Date, to provide gross new equity to fund the Company's
Plan of Reorganization, in the amount of: not less than $ 4,000,000, nor more
than $4,500,000.

          72.  Plan. The term "Plan" means the Plan of Reorganization of Tower
               ----
Tech, Inc. as set forth herein, as the same may be amended or modified by the
Debtor from time to time pursuant to the Plan, the Bankruptcy Code or the
Bankruptcy Rules.

          73.  Plan Documents. The term "Plan Documents" means the New Charter,
               --------------
the New Common Stock Private Placement Agreement, the Management Incentive Stock
Option Agreement, the Liquidating Trust Agreement, the New Credit Agreement, the
Settlement Agreement, and the New Notes substantially in the form contained in
the Plan Supplement.

          74.  Plan Supplement. The term "Plan Supplement" means the supplement
               ---------------
which shall be filed as soon as practicable after the Filing Date with the clerk
of the Bankruptcy Court, containing the Plan Documents.

          75.  Pre-Petition Accounts Receivable. The term "Pre-Petition Accounts
               --------------------------------
Receivable" means all outstanding accounts receivable due the Debtor on the
Petition Date which remain uncollected on the Effective Date.

          76.  Priority Administrative Claims. The term "Priority Administrative
               ------------------------------
Claims" means all post petition secured, priority, and/or administrative claims
allowed under Article III, arising pursuant to the Cash Collateral Order and the
Financing Order.

          77.  Priority Tax Claim. The term "Priority Tax Claim" means a Claim
               ------------------
entitled to priority pursuant to Section 507(a)(8) of the Bankruptcy Code, but
only to the extent such Claim is entitled to such priority.

          78.  Ratable Share. The term "Ratable Share" means a number (expressed
               -------------
as a percentage) equal to the proportion that an Allowed Claim or an Allowed
Interest, as the case may be, in a particular Class bears to the aggregate
amount of all Allowed Claims or all Allowed Interests, as the case may be, in
such Class as of the date of determination.

                                        9

<PAGE>

             79. Record Date. The term "Record Date" means the Confirmation
                 -----------
Date.

             80. Regrind Inventory. The term "Regrind Inventory" means
                 -----------------
manufactured plastic components which have been reground, or which require
regrinding in order to be effectively utilized by the Debtor in its ongoing
manufacturing operations, as determined by the Reorganized Debtor's Board of
Directors, in its sole discretion, on or before the Effective Date.

             81. Released Parties. The term "Released Parties" means,
                 ----------------
collectively, (a) the Affiliated Released Parties and (b) the Other Released
Parties.

             82. Reorganized Company. The term "Reorganized Company" means the
                 -------------------
Debtor or the Company on and after the Effective Date.

             83. Reorganized Debtor. The term "Reorganized Debtor" means the
                 ------------------
Reorganized Company or the Debtor on and after the Effective Date.

             84. Residual Note. The term "Residual Note" means the note to be
                 -------------
issued to Gold Bank in partial satisfaction of the Class 2 Claim if Gold Bank
does not elect the Settlement Treatment as set forth in option (a) for Class 2
as more fully set forth on Exhibit C.

             85. Restructured Notes. The term "Restructured Notes" means the
                 ------------------
Restructured Working Capital Note and the Restructured Term Note, collectively.

             86. Restructured Term Note. The term "Restructured Term Note" means
                 ----------------------
the note to be issued to Gold Bank after application of the value of the Bank's
Non-Core Collateral and the Restructured Working Capital Note as part of the
Settlement Agreement for Class 2 Claims as set forth on Exhibit B.

             87. Restructured Working Capital Note. The term "Restructured
                 ---------------------------------
Working Capital Note" means the note to be issued to Gold Bank in an amount
relative to post petition receivables as part of the Settlement Agreement for
Class 2 Claims as set forth on Exhibit B.

             88. Schedules. The term "Schedules" means the respective
                 ---------
statements of assets and liabilities and statements of financial affairs filed
by the Debtor with the Bankruptcy Court pursuant to Section 521 of the
Bankruptcy Code and Bankruptcy Rule 1007, as such Schedules have been, or may be
amended or supplemented by Debtor, from time to time.

             89. Secured Claim. The term "Secured Claim" means a Claim, for
                 -------------
which security is claimed by a lien on, or a security interest in, property in
which the Estate has an interest or that is subject to setoff under Section 553
of the Bankruptcy Code to the extent of the value of the holder's interest in
the interest of the Estate in such property or to the extent of the amount
subject to setoff, as the case may be, as determined pursuant to Section 506(a)
of the Bankruptcy Code.

                                       10

<PAGE>

             90. Settlement Agreement. The term "Settlement Agreement" means the
                 --------------------
agreement which may be entered into by the Debtor and Gold Bank to settle the
treatment of Class 2 Claims.

             91. Settlement Treatment. The term "Settlement Treatment" means the
                 --------------------
treatment of Class 2 Claims available to Gold Bank under option (a) in the Plan.

             92. Statutory Fees. The term "Statutory Fees" means all of the fees
                 --------------
payable to the United States Trustee pursuant to 28 U.S.C. (S)1930.

             93. Stock Warrants: Old Common Stock. The term "Stock Warrants: Old
                 --------------------------------
Common Stock" means those warrants for the purchase of shares of New Common
Stock of the Company, issued to the holders of shares of Old Common Stock,
pursuant to III.D.6. of the Debtor's Plan of Reorganization.

             94. Stock Warrants: TBI. The term "Stock Warrants: TBI" means those
                 -------------------
warrants for the purchase of shares of New Common Stock of the Company, equal to
10% of the amount of shares of New Common Stock sold by TBI, on a private
placement basis, as Placement Agent for the Company, issued to TBI as a portion
of its compensation pursuant to the New Common Stock Private Placement
Agreement, with a duration of five (5) years, exercisable at 120% of the
offering price of the New Common Stock.

             95. TBI. The term "TBI" means Taglich Brothers, Inc. and/or TBDW
                 ---
Holdings, Inc.

             96. TBI and Affiliates. The term "TBI and Affiliates" means TBI,
                 ------------------
TBDW Holdings, Inc., Dolphin Offshore Partners, L.P., EBS Microcap Partners,
L.P., Michael Taglich, Robert Taglich, and Shadow Capital, L.L.C. and their
assigns and/or affiliates.

             97. Unofficial Committee. The term "Unofficial Committee" means the
                 --------------------
ad hoc committee representing certain holders of Old Notes.

             98. Unsecured Claim. The term "Unsecured Claim" means any Claim
                 ---------------
that is not an Administrative Claim, a Priority Tax Claim or a Secured Claim.

             99. Unsecured Noteholder Claims. The term "Unsecured Noteholder
                 ---------------------------
Claims" means the Unsecured Claims of the holders of the Old Unsecured Notes
against the Debtor, arising from, under, or in connection with, the issuance of
the Old Unsecured Notes or any guarantee thereof.

             100. Warranty Claims. The term "Warranty Claims" means any claim
                  ---------------
arising, on or before the Filing Date, out of or in connection with an Old
Warranty Agreement whether actual or implied which is held by customers, owners
of property, or their assigns.

                                       11

<PAGE>

            101. Western District Court. The term "Western District Court"
                 ----------------------
means the United States District Court for the Western District of Oklahoma.

        B.  Rules of Interpretation. The following rules shall be used in
            -----------------------
construing and interpreting the Plan:

             1. Application of Section 102 of the Bankruptcy Code. The rules of
                -------------------------------------------------
construction contained in Section 102 of the Bankruptcy Code apply to the
construction and the interpretation of the Plan.

             2. Article and Section References. Unless otherwise expressly
                ------------------------------
stated in the Plan, all references to Articles and Sections shall refer to the
Articles and the Sections of the Plan.

             3. Calculation of Time. Any period of time under the Plan shall be
                -------------------
computed in accordance with Rule 9006(a) of the Bankruptcy Rules.

             4. Singular and Plural Terms. Whenever the context is appropriate,
                -------------------------
each term, whether stated in the singular or the plural, shall include both the
singular and the plural.

             5. Use of Article and Section Headings. Headings for Articles and
                -----------------------------------
Sections have been inserted in the Plan solely for convenience of reference and
are not intended to be a part of, or to affect the construction or the
interpretation of the Plan,

        C.  Plan Supplement. Forms of the New Common Stock Private Placement
            ---------------
Agreement, Management Incentive Stock Option Agreement, the Liquidating Trust
Agreement, the Amended Company Charter, the New EC Note and the New Credit
Agreement or the Residual Note shall be contained in a separate Plan Supplement
which shall be filed with the Bankruptcy Court not later than five (5) Business
Days prior to the date fixed for filing objections to the Plan. The Plan
Supplement may be inspected after such filing in the office of the clerk of the
Bankruptcy Court during normal office hours of the clerk of the Bankruptcy
Court. Holders of Claims and Interests may obtain a copy of the Plan Supplement
upon written request to the Debtor. The Plan Supplement is incorporated into,
and is a part of the Plan, as if set forth in full herein, and all references
herein to the Plan shall refer to the Plan together with the Plan Supplement.

                                   ARTICLE II

                         CLASSES OF CLAIMS AND INTERESTS

        A. Classification of Claims and Interests in the Debtor. All Claims
           ----------------------------------------------------
against, and Interests in, the Debtor (other than Administrative Claims and
Priority Tax Claims) are classified in the following, which designates Classes
of Claims and Interests and provides for the treatment of holders of Allowed
Claims and Allowed Interests under the Plan. If the Bankruptcy Court, on or
prior to the Confirmation Date, determines that Section 1122 of the Code
requires a Class of Claims or Interests to be divided into sub-Classes, other
than as provided herein, this Plan shall be deemed to be modified accordingly. A
Claim or Interest shall be deemed classified in a particular Class

                                       12

<PAGE>

only to the extent that the Claim or Interest qualifies within the description
of that Class and shall be deemed classified in a different Class to the extent
that any remainder of the Claim or Interest qualifies within the description of
such different Class. A Claim or Interest is in a particular Class and entitled
to a distribution only to the extent that the Claim or Interest is an Allowed
Secured Claim, Allowed Claim, or Allowed Interest in that Class.

     B. The treatment of, and consideration to be provided to, holders of
Allowed Claims and Allowed Interests pursuant to the Plan shall be in full
settlement, release, and discharge of such Allowed Claims and Allowed Interests;
provided, however, that such discharge of a debt of Debtor shall not affect the
liability of any other entity on, or the property of any other entity encumbered
to secure payment of such debt, except as otherwise provided in this Plan. The
consideration to be provided to a Class of Allowed Claims or Allowed Interests
shall be distributed Pro Rata to holders of Allowed Claims or Allowed Interests
                     --- ----
in a Class, except as otherwise provided in this Plan.

        1. Class 1 - Allowed Priority Claims. Class 1 consists of Allowed Claims
           ---------------------------------
which are entitled to priority under Section 507(a) of the Bankruptcy Code
(other than Unclassified Priority Tax Claims and Administrative Claims)
including all Priority Administrative Claims held by Gold Bank and TBI and/or
TBI and Affiliates, pursuant to the Cash Collateral Order and Financing Orders,
and all Priority Administrative Claims held by TBI, for services rendered and
expenses advanced pursuant to the New Common Stock Private Placement Agreement.

        2: Class 2 - Allowed Secured Claim of Gold Bank. Class 2 consists of the
           --------------------------------------------
Allowed Secured Claims of Gold Bank under the Old Credit Agreement.

        3. Class 3 - Allowed Secured Claims of TBI and Affiliates. Class 3
           ------------------------------------------------------
consists of the Allowed Secured Claims of TBI and Affiliates under the Old TBI
Loan Agreement.

        4. Class 4 - Allowed Miscellaneous Secured Claims. Class 4 consists of
           ----------------------------------------------
Allowed Secured Claims (other than Class 1, 2, 3, 5, and 6 Claims) other than
those Allowed Secured Claims whose liens encumber Non-Core Assets as defined in
Article I of the Plan and are classified as Class 6 Claims. Class 4 Claims
include, without limitation, Claims secured by equipment in connection with
equipment financings and Claims secured by properly perfected liens on real
property. Each Class 4 Claim is treated for all purposes under the Bankruptcy
Code and the Plan as a separate sub-Class.

        5. Class 5 - Allowed Secured EC Note Claims. Class 5 consists of the
           ----------------------------------------
Allowed Secured Claims of Electrical Constructors pursuant to the Old EC Notes.
If the Old EC Notes are not properly perfected then such Claims shall be treated
as Class 7 Claims.

        6. Class 6 - Allowed Secured Claims on Non-Core Assets. Class 6 consists
           ---------------------------------------------------
of Allowed Secured Claims (other than Class 1, 2, 3, 4, and 5 Claims) which have
Encumbrances upon Non-Core Assets. Each Class 6 Claim is treated for all
purposes under the Bankruptcy Code and the Plan as a separate sub-Class.

                                       13

<PAGE>

             7.  Class 7 - Allowed General Unsecured Claims. Class 7 consists of
                 ------------------------------------------
all Allowed Unsecured Claims (other than Administrative Claims, Priority Tax
Claims, Secured Claims, and Warranty Claims). Class 7 Claims shall include,
without limitation: i) Allowed Unsecured Noteholder Claims; ii) the EC Notes to
the extent not included in Class 5; iii) trade creditor claims; iv) deficiency
claims arising from shortfalls in collateral values as determined pursuant to
Section 506 (a), Code; v) Claims arising out of the rejection of executory
leases, contracts and other rights subject to assumption/rejection pursuant to
the Code, executory contract and other rejection claims; and vi) asserted
lawsuit claims pending against the Debtor.

             8.  Class 8 - Allowed Warranty Claims. Class 8 consists of Allowed
                 ---------------------------------
Warranty Claims as defined in Article I of the Plan.

             9.  Class 9 - Allowed Interests of Holders of Old Common Stock.
                 -----------------------------------------------------------
Class 9 consists of the Allowed Interests of holders of the Old Common Stock.

             10. Class 10 - Allowed Interests of Holders of Old Stock Options
                 ------------------------------------------------------------
and Warrants. Class 10 consists of the Allowed Interests of holders of the Old
------------
Stock Options and Warrants as defined in Article I of the Plan.

     C.      Unclassified Claims. Administrative Claims and Priority Tax Claims
             -------------------
against the Company are not classified under the Plan.

                                   ARTICLE III

                        TREATMENT OF CLAIMS AND INTERESTS

     A.      Treatment of Administrative Claims. Unless otherwise agreed to,
             ----------------------------------
before or after the Effective Date, by a holder of an Allowed Administrative
Claim and Debtor, in which event such other agreement shall govern, each such
holder shall be paid in full, in cash, in an amount equal to such holder's
Allowed Administrative Claim on the later of (1) the Effective Date and (2) the
date on which such Claim becomes an Allowed Claim; provided, however, that (a)
                                                   -----------------
all Statutory Fees shall be paid in accordance with applicable law and (b)
Administrative Claims which represent liabilities incurred by Debtor in the
ordinary course of business (including, without limitation, Administrative
Claims owed to suppliers that have sold products or furnished goods or services
to Debtor after the Filing Date) shall be paid by the Debtor when due in
accordance with the terms of the particular transaction and agreements relating
thereto. All Priority Administrative Claims of Gold Bank ,TBI and Affiliates and
TBI shall be treated as Class 1 Claims (which shall include counsel fees
incurred in these proceedings) and paid in full, in cash, upon the Effective
Date. See Article III C. 1 for further discussion.

     B.      Priority Tax Claims. Unless otherwise agreed to, before or after
             -------------------
the Effective Date, by a holder of an Allowed Priority Tax Claim and Debtor, in
which event such other agreement shall govern, each such holder shall (at the
option of the Reorganized Debtor), (1) be paid in full, in cash, on the later of
(a) the Effective Date and (b) the date on which such Allowed Priority Tax Claim
becomes an Allowed Claim or (2) be paid deferred cash payments over a period not

                                       14

<PAGE>

exceeding six years after the date of assessment equal to (in the aggregate) the
amount of the Allowed Priority Tax Claim, including an interest component as
required by Section 1129(a)(9)(c), Code. In fixing such interest component, the
Debtor shall use the federal judgment rate in effect on the Confirmation Date,
unless the Bankruptcy Court determines otherwise. If the Reorganized Debtor
elects to make deferred cash payments, the Reorganized Debtor shall make six
equal annual principal payments, with accrued interest, commencing on the later
of (1) the Effective Date and (2) the date on which such Allowed Priority Tax
Claim becomes an Allowed Claim.

             To the extent that the Reorganized Debtor elects or agrees, with
the holder of such Claim, to make deferred cash payments on any Allowed Priority
Tax Claim, the Reorganized Debtor may prepay the remaining amount of such
Allowed Priority Tax Claim at any time, without penalty or premium.

     C.      Treatment of Unimpaired Classes. Claims in Class 1, Class 3 and
             -------------------------------
Class 4 are not impaired under the Plan. Therefore, pursuant to Section 1126(f)
of the Bankruptcy Code, the holders of Claims in such Classes are conclusively
presumed to have accepted the Plan. The unimpaired Claims against the Debtor
will be treated in the following manner under the Plan:

             1. Class 1 - Allowed Priority Claims. Unless otherwise agreed to by
               ----------------------------------
a holder of an allowed Class 1 Claim, each such holder shall be paid in full, in
cash, the allowed amount of such holder's Class 1 Claim on the later of (a) the
Effective Date and (b) the date on which such Class 1 Claim becomes an Allowed
Claim.

             Notwithstanding anything else contained in the Plan and
notwithstanding the confirmation of the Plan, the Priority Administrative Claims
held by Gold Bank and TBI and Affiliates in connection with post-petition
advances and other financial accommodations given by Gold Bank and/or TBI and
Affiliates under the Cash Collateral and/or Financing Orders shall be entitled
to all of the liens, protections, benefits and priorities granted them in such
Orders. All such liens, protections, benefits and priorities granted to Gold
Bank and/or TBI and Affiliates in such Orders shall continue until their
Priority Administrative Claims are indefeasibly paid in full, which Priority
Administrative Claims, by reason of the Cash Collateral and/or Financing Orders,
(1) are allowed and payable in their entirety, (2) are secured by the reason of
the first, valid, prior and perfected liens and security interests granted
under, or in connection with the Old Credit Agreement or the Old TBI Loan
Agreement and confirmed by the Cash Collateral and/or Financing Orders. TBI
shall have an Administrative Priority Claim for all compensation due and
expenses incurred (unless otherwise provided by the New Common Stock Private
Placement Agreement), including, but not limited to: reasonable attorney's fees
incurred in performance pursuant to the New Common Stock Private Placement
Agreement. Gold Bank's and TBI and Affiliates' and TBI's Priority Administrative
Claims shall be paid in full, in cash, on the Effective Date through funding
made under the New Common Stock Private Placement Agreement. Allowed Secured
Claims in Class I shall not include any redemption, yield maintenance,
prepayment penalties or premiums, or any default rates of interest or penalties
that may be prescribed by the pre-petition documentation and or agreements
relating to those Class I Claims. Allowed Secured Claims in Class I and the
Priority Administrative Claim of TBI, pursuant to be New Common Stock Private
Placement Agreement, shall include professional fees and expenses incurred by
Class I Claimants during the

                                       15

<PAGE>

pendency of these proceedings in such amounts as billed, without requirement of
approval or allowance thereof.

             2. Class 3 - Allowed Secured Claims of TBI and Affiliates. Unless
                ------------------------------------------------------
otherwise agreed to by a holder of an allowed Class 3 Claim, each such holder
shall be paid in full, in cash, the allowed amount of such holder's Class 3
Claim on the Effective Date.

             3. Class 4 - Allowed Miscellaneous Secured Claims. At the option of
                ----------------------------------------------
the Debtor, each Allowed Claim in any subclass of Class 4 shall (unless the
holder of any such Class 4 Claim agrees to a different treatment) (a) be
unaltered as to the legal, equitable and contractual rights to which such Class
4 Claim entitles the holder thereof or (b) be treated in another manner that
will not result in the impairment of such Class 4 Claim under Section 1124 of
the Bankruptcy Code. Each Class 4 Claim, including U.S. Bancorp Financial and
Leasing ("USBFL"), shall be treated for all purposes of the Plan and the
Bankruptcy Code as a separate subclass. In addition, all remaining terms of the
"Master Lease Agreement" ("MLA") between the Debtor and USBFL, remain in full
force and effect, and treatment of the MLA as a Secured Claim is without
prejudice to either party's right to contest the nature of the MLA as a "true
lease" as such term is defined by the applicable provision(s) of the Uniform
Commercial Code. The Plan does not alter the rights of any holder of a Class 4
Claim in any collateral securing the Class 4 Claim as of the Filing Date and the
liens and the security interests securing each Class 4 Claim are ratified and
affirmed. Allowed Claims in this Class shall not include any redemption, yield
maintenance, prepayment penalty or premium, or any default rates of interest or
penalties that may be prescribed by the pre-petition documentation and/or
agreements relating to that Claim.

         D.  Treatment of Impaired Classes. Claims and Interests in Class 2,
             -----------------------------
Class 5, Class 6, Class 7, Class 8, Class 9, and Class 10 are impaired.
Therefore the holders of Claims and Interests in such Classes are entitled to
vote to accept or to reject the Plan. The impaired Classes of Claims against,
and Interests in, the Debtor will be treated in the following manner under the
Plan:

             1. Class 2 - Allowed Secured Claim of Gold Bank. The Class 2 Claim
                --------------------------------------------
allowed shall be (a) paid and settled in full pursuant to the Settlement
Agreement whose principal terms are set forth on Exhibit B. (The Settlement
Agreement includes the execution and the delivery of the New Credit Agreement
by, among other Persons, Gold Bank and the modification of the Old Credit
Agreement in accordance with the terms of the New Credit Agreement) or (b)
satisfied by i) abandoning the Bank's Non-Core Collateral as defined in Article
I of the Plan to Gold Bank; ii) moving to have the Bank's Non-Core Collateral as
well as the Bank's Core Collateral valued pursuant to Section 506(a), Code; iii)
obtaining a credit against the Allowed Class 2 Claim for the value of the Bank's
Non-Core Collateral and iv) issuing the Residual Note for the balance of the
Class 2 Claim. The terms of the Residual Note are set forth on Exhibit C. (In
which case, the Class 2 Claim, as so modified, shall continue to be secured by
the collateral which secured the Class 2 Claim on the Filing Date.) Allowed
Claims in this Class shall not include any redemption, yield maintenance,
prepayment penalty or premium, or any default rates of interest or penalties
that may be prescribed by the pre-petition documentation and/or agreements
relating to that Claim.

                                       16

<PAGE>

          2.  Class 5 - Allowed Secured EC Note Claims.  The allowed Old EC Note
              ----------------------------------------
Claims shall receive a New EC Note which shall bear interest at a rate of
national prime plus 1.5% and shall receive 13 semi-annual payments of principal
and interest amortized over 6.5 years, which represents the remaining life of
the intellectual property securing such Claims. The terms of the New EC Note are
set forth on Exhibit D. Payments shall occur on May 31 and November 30 of each
year. Allowed Claims in this Class shall not include any redemption, yield
maintenance, prepayment penalty or premium, or any default rates of interest or
penalties that may be prescribed by the pre-petition documentation and/or
agreements relating to that Claim.

          3.  Class 6 - Secured Claims on Non-Core Assets.  At the option of
              -------------------------------------------
the Claimant, each Allowed secured Claim in any subclass of Class 6 shall: (a)
receive the Claimant's collateral pursuant to the abandonment provisions of
Section 554 of the Bankruptcy Code or (b) be treated in a matter consistent with
the terms and conditions of the Liquidating Trust Claims as defined in Article I
of the Plan. The holder of a Class 6 Claim shall affirmatively elect treatment
under option (a) or (b) above as part of the Balloting process. If the holder
does not affirmatively elect option (a) on the Ballot and does not file a motion
or notice to dispute such election with the Bankruptcy Court prior to the
Effective Date, then such Class 6 Claimant shall be deemed to have elected
option (b). The principal terms and conditions of the Liquidating Trust and
Liquidating Trust Claims are set forth on Exhibit F. Allowed Claims in this
Class shall not include any redemption, yield maintenance, prepayment penalty or
premium, or any default rates of interest or penalties that may be prescribed by
the pre-petition documentation and/or agreements relating to that Claim.

          4.  Class 7 - General Unsecured Claims.  Unless otherwise agreed to by
              ----------------------------------
a holder of a Class 7 Claim, each such holder shall receive its Ratable Share of
900,000 shares of New Common Stock on the later of (a) the Effective Date and
(b) the date on which such Claim becomes an Allowed Claim. Any covered portion
of any asserted Class 7 Claim which is a Warranty Claim shall be satisfied by
inclusion and treatment in Class 8. Allowed Claims in this Class shall not
include any redemption, yield maintenance, prepayment penalty or premium, or any
default rates of interest or penalties that may be prescribed by the
pre-petition documentation and/or agreements relating to that Claim.

          5.  Class 8 Warranty Claims.  At the option of the Claimant, each
              -----------------------
allowed Class 8 Claim shall receive the following: (a) future parts, labor, and
services of the Reorganized Debtor to satisfy such Claim in an amount not to
exceed $5,000.00 per Claim with any overage (allowed Claims in excess of
$5,000.00 per Claim) receiving its Ratable Share of New Common Stock provided to
Class 7 Claimants or (b) treatment of the entire amount of the Class 8 Claim as
if an Allowed Class 8 General Unsecured Claim whereby such Claim shares in its
Ratable Share of the New Common Stock provided to Class 8 Claimants. The
$5,000.00 amount under option (a) shall be computed and allowed based upon the
Reorganized Debtor's cost in parts, labor, and service. The holder of a Class 8
Claim shall affirmatively elect treatment under option (a) or (b) above as part
of the Balloting process. If the holder does not affirmatively elect option (a)
on the Ballot and does not file a motion notice to dispute such election with
the Bankruptcy Court prior to the Effective Date, then such Class 8 Claimant
shall be deemed to have elected option (b).

                                       17

<PAGE>

             Whether or not a Class 8 Claimant elects option (a) or option (b)
or makes no affirmative election, the Plan shall be deemed to satisfy Warranty
Claims in full and such treatment shall be binding on the Class 8 Claimant.
Class 8 Claimants shall be deemed to have waived any defense based upon an
unpaid or unperformed Warranty Claim to the collection of any outstanding
account due the Debtor so long as the Debtor or the Liquidation Agent shall
remain in possession or shall be vested with such outstanding amounts due.

             However, if the outstanding account receivable due the Debtor is
abandoned (as contemplated if the Class 2 Claimant does not elect option (a)
treatment) or is no longer being settled, compromised, administered, and
collected by the Debtor and/or Liquidation Agent, then the Class 8 Claimant
shall retain all defenses and shall not be deemed to have waived any rights.
Regardless, Class 8 Claimants shall retain the rights to assert any defense
based upon or incorporating the Warranty Claim if the account receivable no
longer vests with the Debtor, Reorganized Debtor or the Liquidating Trust.

             6. Class 9 - Allowed Interests of Holders of Old Common Stock.
                ----------------------------------------------------------
Unless otherwise agreed to by a holder of a Class 9 Interest, each such holder
shall receive a Stock Warrant: Old Common Stock, with a five (5) year term,
entitling the holder to exercise the warrant, within its term, and acquire the
holder's ratable portion of 116,000 shares of New Common Stock, at one hundred
fifty percent (150%) of the offering price of said shares at the private
placement offering. The shares acquired pursuant to the exercise of warrants
shall not be subject to dilution by the issuance of shares of New Common Stock
to the holders of Class 7 Claims, Management Incentive Stock Options and the
Stock Warrants: TBI. On the Effective Date, Class 9 Interests (Old Common
Stock) shall be cancelled.

             7. Class 10 - Allowed Interests of Holders of Old Stock Options and
                ----------------------------------------------------------------
Warrants. Holders of Class 10 Interests shall receive nothing pursuant to the
--------
Plan. On the Effective Date Class 10 Interests shall be cancelled.

                                   ARTICLE IV

                         MEANS FOR IMPLEMENTATION OF THE PLAN

     A.      Operation as Debtor-in-Possession Until the Effective Date. Until
             ----------------------------------------------------------
the Effective Date, the Debtor shall operate its business as
debtor-in-possession pursuant to Section 1107 and Section 1108 of the Bankruptcy
Code. After the Effective Date, the Reorganized Debtor shall operate its
business and may buy, use, acquire and dispose of its assets free of any
restrictions contained in the Bankruptcy Code or imposed by the Bankruptcy
Court, except as provided in the Plan, the Plan Supplement and the Confirmation
Order.

     B.      New Common Stock Private Placement Agreement.
             --------------------------------------------

             On the Effective Date, TBI, acting as Placement Agent, shall have
employed its best efforts and sold, on a private placement basis, not less than
2,000,000, nor more than 2,250,000 shares of New Common Stock at $ 2.00, cash,
per share, pursuant to the New Common Stock

                                       18

<PAGE>

Private Placement Agreement. New investors/shareholders shall in no case
receive, respectively, less than 69.0%, nor more than 71.4% of the total New
Common Stock to be initially issued pursuant to the Plan, which shall share
equally in the dilutive effect of the exercise of those Management Incentive
Stock Options granted management, those Stock Warrants granted TBI, and those
stock warrants issued to holders of Class 9 Claims, when, if and as exercised.
Details of the New Common Stock Private Placement Agreement are separately set
forth at Article IX hereof.

        C.   Authority of Reorganized Debtor.
             -------------------------------

             1. The Reorganized Debtor (and to the extent necessary, the Debtor)
and its directors, officers, agents and attorneys are hereby authorized and
empowered to enter into the New Common Stock Private Placement Agreement and to
execute and deliver definitive documentation as evidence of and to effectuate
and consummate the sale of New Common Stock pursuant to the Plan, make
Distributions provided in the Plan, and otherwise comply with the provisions of
the Plan and the obligations thereunder and under the New Common Stock Private
Placement Agreement.

             2. Pursuant to Section 1142(b), Bankruptcy Code, the Reorganized
Debtor (and to the extent necessary, the Debtor) and its directors, officers,
attorneys, agents and representatives are authorized and empowered to perform
all actions specified in or otherwise required to consummate the transactions
contemplated by the Plan and the New Common Stock Private Placement Agreement;
and pursuant thereto the chief executive officer and/or any vice president or
other authorized officer of the Reorganized Debtor (and to the extent necessary,
the Debtor) is authorized and fully empowered, without the necessity of any
board of directors or stockholder approval or other notice or approval, to enter
into, execute, deliver and file with the appropriate governmental authority, if
required, all documents necessary to implement the terms of the Plan and the New
Common Stock Private Placement Agreement.

             3. Pursuant to the applicable laws governing corporations of
Oklahoma concerning the necessity and authority of Court approval, the
Reorganized Debtor (and to the extent necessary, the Debtor) shall be
authorized, by the Confirmation Order, to consummate the New Common Stock
Private Placement Agreement.

             4. All documents and agreements related to the New Common Stock
Private Placement Agreement to which the Debtor or Reorganized Debtor is a
party, when executed and delivered, shall constitute the legal, valid and
binding obligations of the reorganized Debtor.

             5. All Liens and security interests granted by the Reorganized
Debtor in any of its property in connection with the Plan thereunder shall
constitute valid, perfected and unavoidable Liens and security interests.

             6. The Reorganized Debtor shall take all actions necessary to
comply with the terms of the Plan, including but not limited to making of the
required Distributions to creditors on the Effective Date.

                                       19

<PAGE>

     D.      Effectiveness of Agreements and Corporate Charter.
             -------------------------------------------------

             1. Effectiveness of Agreements. On the Effective Date, the
                ---------------------------
following agreements shall become effective: (1) the New Credit Agreement if
consented to by the Class 2 Claimant (Gold Bank); (2) the Residual Note (if
applicable); (3) the New EC Note; (4) the Management Incentive Stock Option
Plan; (5) the New Common Stock Private Placement Agreement; and (6) the
Liquidating Trust Agreement.

             2. Charter Amendments. On the Effective Date, the Tower Tech
                ------------------
Charter shall be amended and restated to eliminate the Old Common Stock, to
authorize the issuance of the New Common Stock and to include a provision that
prohibits the issuance of nonvoting securities to the extent required by Section
1123 (a)(6) of the Bankruptcy Code.

     E.      Management, Board of Directors and Corporate Governance.
             -------------------------------------------------------

             1. Management/Board of Directors. The executive officers of the
                -----------------------------
Company immediately before confirmation of the Plan shall continue to serve in
their respective capacities after confirmation of the Plan. On the Effective
Date, the Board of Directors of the Reorganized Debtor shall consist of (1)
Robert C. Brink, (2) Don J. Miller, and (3) three members selected by TBI and
Affiliates. Prior to Confirmation of the Plan, in accordance with Section
1129(a)(5) of the Bankruptcy Code, the Company shall disclose (a) the identity
and affiliations of any individual proposed to serve, after Confirmation of the
Plan, as a director of the Company, as the case may be, and (b) the identity of
any "insider" (as such term is defined in Section l0l(31) of the Bankruptcy
Code) who shall be employed and retained by the Company, and the nature of any
compensation for such insider. On and after the Effective Date, each officer and
director shall hold his or her office on the terms, and subject to the
conditions, set forth in the Amended Tower Tech Charter, and the amended and
restated bylaws of the Reorganized Debtor.

             The obligation of the Debtor to indemnify its present and former
directors and officers pursuant to its Certificate of Incorporation and by-laws,
applicable state law or by contract (or any combination of the foregoing), shall
survive the Confirmation of the Plan, remain unaffected thereby, and not be
discharged, irrespective of whether such indemnification is owed in connection
with an event occurring before, on or after the Filing Date; provided however,
that such indemnification shall not extend to claims which arise out of:
intentional misconduct, gross negligence or breach of fiduciary duty.

             2. Management Incentive Stock Option Plan (MISOP). Upon Plan
                ----------------------------------------------
confirmation, 616,059 unrestricted shares of New Common Stock shall be reserved
for issuance under the MISOP and the Board of Directors of the Reorganized
Company shall approve the MISOP and authorize and grant to Management a minimum
of 567,529 and a maximum of 616,059 stock options pursuant to the following:

                                       20

<PAGE>

          (i)      MISOP Stock Options.
                   -------------------
                   A.   Each stock option shall be exercisable to purchase one
      share of New Common Stock.

                   B.   The exercise price for each stock option shall be $2.00.

                   C.   The stock options shall vest in three equal lots as
      follows: The first 1/3d shall vest on the date of Plan confirmation. The
      second 1/3d shall vest one year from the date of Plan confirmation. The
      third 1/3d shall vest two years from the date of Plan confirmation.

                   D.   Each stock option shall have a life of six (6) years
      from its vesting date.

                   E.   The MISOP is designed to give Management a minimum
      fifteen percent (15.0%) interest in the Reorganized Company as
      illustrated:

        Assuming TBI sells 2,000,000 shares of New Common Stock:

                        Shares of New  Primary    Shares of New    Fully
                        Common         Percentage Common           Diluted
                        Stock                     Stock            Percentage


New Investors           2,000,000      68.966     2,000,000        52.861
Class 7 Claimants       900,000        31.034     900,000          23.787
(New Common Stock to
Unsecured Creditors)
Class 9 Claimants       -              -          116,000          3.066
(New Warrants to
Holders
of Old Common Stock)
TBI Warrants            -              -          200,000          5.286
ISO Plan Stock Options  -              -          567,529          15.000
TOTALS                  2,900,000     100.000    3,783,529        100.000

            Assuming TBI sells 2,250,000 shares of New Common Stock:

                        Shares of New  Primary    Shares of New     Fully
                           Common     Percentage     Common        Diluted
                            Stock                     Stock       Percentage

New Investors               2,250,000     71.429      2,250,000      54.784
Class 7 Claimants             900,000     28.571        900,000      21.913
(New Common Stock to
Unsecured Creditors)
Class 9 Claimants                   -          -        116,000       2.824
(New Warrants to
Holders
of Old Common Stock)
TBI Warrants                        -          -        225,000       5.479
ISO Plan Stock Options              -          -        616,059      15.000
TOTALS                      3,150,000    100.000      4,107,059     100.000

                                       21

<PAGE>

             F. The MISOP shall contain an anti-dilution provision under which
        stock options and shares of New Common Stock issued pursuant to the
        MISOP shall be protected from actions that do not dilute the percentage
        ownership of TBI and Affiliates on the same percentage basis as the
        MISOP is diluted.

             G. The Company's chief executive officer, Mr. Robert C. Brink shall
        exercise sole control over the apportionment of MISOP stock options to
        members of Management and also to any stock options surrendered by other
        members of Management.

             3. Sale Bonus to Management. The Reorganized Company shall pay a
                ------------------------
Sale Bonus to Management if and when there is a change in control of a majority
of the outstanding shares of New Common Stock or if and when a majority of the
Reorganized Company's assets are sold ("the Sale"). The Sale Bonus shall be paid
as follows:

             A. If the aggregate sale price is equal to or less than
         $15,000,000, the Sale Bonus amount shall be $600,000.

             B. If the aggregate sale price is greater than $15,000,000 but less
        then $25,000,000, the Sale Bonus amount shall be equal to four percent
        (4.0%) of the aggregate sale price.

             C. If the aggregate sale price is greater than $25,000,000, the
        Sale Bonus amount shall be equal to six percent (6.0%) of the aggregate
        sale price.

             D. The Sale Bonus shall be deemed earned and payable to Management
        simultaneous with the completion of the Sale.

             4. Management Contracts. Upon Plan confirmation, the Company shall
                --------------------
enter into management contracts as follows:

             A. Chief Executive Officer.
                -----------------------

                Mr. Robert C. Brink, 46, has been a full time employee of the
        Company since 1995. He served as General Sales Manager until September
        1996 when he was elected to the position of President. Brink was elected
        to the position of Chief Executive Officer in September 2000.

                Upon Plan confirmation, Mr. Brink will enter into a three-year
        contract pursuant to which, if his employment is terminated
        involuntarily for any reason other than gross negligence, the Company
        shall (A) be obligated to pay the balance of Brink's base compensation
        package (including his then-current base annual salary, health insurance
        premiums and automobile allowance) in bi-weekly payroll installments
        for the remainder of his contract term, unless Brink is

                                       22

<PAGE>

          terminated involuntarily within one year of the end of his contract
          term, in which case the Company shall pay all remaining compensation
          due under the contract in a lump sum upon termination,(B) be obligated
          to pay the Sale Bonus to Brink; provided, however, that the Sale must
          have occurred within one year after the date on which Brink is
          terminated, and (C) vest all stock options allocated to Brink,
          including those which were to vest after the date of his termination.

                         Brink's contract shall provide for an initial base
          annual salary of $155,000 per annum, Company-paid health insurance,
          and an automobile allowance of $1,000 per month. The contract shall
          also provide for Brink to be paid an annual bonus (Profit Bonus) equal
          to four percent (4.0%) of that portion of the Company's earnings
          before audited interest, taxes, depreciation and amortization (EBITDA)
          in excess of $750,000, $l,000,000 and $1,500,000 for the first,
          second, and third fiscal years, respectively, next following the date
          of Plan confirmation; provided, however, that for purposes of
          calculating the Profit Bonus, each fiscal year's EBITDA will be
          adjusted from Generally Accepted Accounting Principles to include any
          technology transfer fee cash payments received by the Company during
          such periods.

                B.       Chief Financial Officer
                         -----------------------

                         Mr. Charles D. Whitsitt, 54, has been Chief Financial
          Officer of the Company since 1994.

                         Upon Plan confirmation, Mr. Whitsitt will enter into a
          two-year contract pursuant to which, if his employment is terminated
          involuntarily for any reason other than gross negligence, the Company
          shall (A) be obligated to pay the balance of Whitsitt's base
          compensation package (including his then-current base annual salary,
          health insurance premiums and automobile allowance) in bi-weekly
          payroll installments for the remainder of his contract term, unless
          Whitsitt is terminated involuntarily within one year of the end of his
          contract term, in which case the Company shall pay all remaining base
          compensation due under the contract in a lump sum upon termination,(B)
          be obligated to pay a portion of the Sale Bonus to Whitsitt in an
          amount directed by Brink; provided, however, that the Sale must have
          occurred within one year after the date on which Whitsitt is
          terminated, and (C) vest all stock options allocated to Whitsitt,
          including those which were to vest after the date of his termination.

                         Whitsitt's contract shall provide for an initial base
          annual salary of $110,000 per annum, Company-paid health insurance,
          and an automobile allowance of $1,000 per month. The contract shall
          also provide for Whitsitt to be paid an annual bonus (Profit Bonus)
          equal to two percent (2.0%) of that portion of the Company's earnings
          before audited interest, taxes, depreciation and amortization (EBITDA)
          in excess of $750,000, $1,000,000, $1,500,000 for the first, second,
          and third fiscal years, respectively, next following the date of Plan
          confirmation;

                                       23

<PAGE>

            provided, however, that, for purposes of calculating the Profit
            Bonus, each fiscal year's EBITDA will be adjusted from Generally
            Accepted Accounting Principles to include any technology transfer
            fee cash payments received by the Company during such periods.

            5.  Other Management Compensation. The Company owes Management
                -----------------------------
$30,000 in aggregate back pay and the Company's share of employment taxes. Mr.
Robert C. Brink is owed $20,000; and Mr. Charles D. Whitsitt is owed $10,000.
Upon Plan confirmation, these managers shall each receive a number of
unrestricted shares of New Common Stock equal to his respective back pay amount
at a conversion price of $2.00 per share. The Company shall also pay each of
these managers cash equal to his respective Federal and State personal income
tax liability arising from such distribution of shares of New Common Stock, plus
the additional amount of cash required to offset personal income taxes on the
managers' receipt of such cash payment from the Company, to the extent required
to assure that the managers incur no personal income tax liability on the stock
or cash distributions contemplated hereby.

        F.  Claims Reserve. On the Effective Date, the Debtor will reserve for
            --------------
the account of each creditor holding a Disputed Class 7 Claim, the New Common
Stock that would otherwise be distributable to such creditor on the Effective
Date in accordance with the Plan if such Disputed Class 7 Claim was an Allowed
Claim (the "Disputed Class 7 Claims Reserve"). See Article VI A and Article VII
D for a detailed discussion.

        G.  Liquidating Trust and Liquidation Agent. On the Effective Date, all
            ---------------------------------------
property of the Debtor, however described, classified or denominated, which
includes, without limitation, the Non-Core Assets and the Bank's Non-Core
Collateral, together with all Class 6 Claims, shall vest in the Liquidating
Trust, unless the holders of Class 2 and Class 6 Claims affirmatively elect
alternative treatment as set forth in their respective class treatments, whereby
their collateral is abandoned by the Estate. The Liquidation Agent shall be
elected and designated by the Debtor on/or before the Confirmation Hearing. It
is currently anticipated that the Debtor will elect David R. Payne, the acting
crisis manager and financial consultant to the Debtor to serve as the
Liquidation Agent. The Bank's Core Collateral and Core Assets shall vest in the
Reorganized Debtor; all other assets will vest in the Liquidating Trust.

        The Liquidation Agent shall administer the Liquidating Trust and serve
without bond. The Liquidation Agent shall serve as the agent for liquidation of
those assets which vest within the Liquidation Trust. The Liquidating Trust and
its Liquidation Agent shall be considered a representative of the Estate under
(S)1123 (b) (3) of the Bankruptcy Code for purposes of ownership and
enforcement of any Cause of Action. The Liquidating Trust and its Liquidation
Agent shall have standing to object to Claims, to prosecute any avoidance
action, and to litigate or compromise any Cause of Action.

        The Liquidation Agent shall liquidate the property in the Liquidating
Trust (including Causes of Action), the allowance, amount and priority of all
Claims and expenses shall be determined, and the net sales proceeds of the
property of the Liquidating Trust shall be distributed

                                       24

<PAGE>

to those persons entitled thereto according to this Plan, the priorities given
their claims by the Bankruptcy Code, and the Final Orders of the Bankruptcy
Court.

     The Liquidation Agent shall expeditiously liquidate and convert the
property of the Liquidating Trust into net sales proceeds. The Liquidation Agent
will make every effort to liquidate all property of the Liquidating Trust,
except Causes of Action, within 180 days after the Effective Date unless
extended by the Bankruptcy Court. The Liquidation Agent shall be entitled to
investigate, collect, prosecute, and compromise Causes Rights of Action on
behalf of the Liquidating Trust. The Liquidation Agent shall maintain and
deposit the net sales proceeds for distribution pursuant to this Plan.

     The Liquidation Agent shall serve for a fee, which shall be paid from
liquidation sales proceeds, not to exceed the greater of: (1) actual time spent
at a normal billing rate or (2) 3% of cash distributed after the Effective Date
to Class 2 and Class 6 Claimants. The Liquidation Agent's fee shall be deducted
from sales proceeds in determining net sales proceeds for purposes of the Plan.
The Reorganized Debtor shall have no responsibility or liability for payment of
the Liquidation Agent's fee.

     The Liquidation Agent shall be empowered to retain legal, accounting or
other professional assistance to assist in the investigation, litigation and
settlement of Claims, and Causes of Action, the liquidation of the assets of the
Liquidating Trust, and any other matter relating to the winding up of the
Liquidating Trust. Service as Counsel or other representative for any party in
interest in the Case shall not disqualify a professional from serving the
Liquidating Trust in such a capacity. Such professionals shall not be required
to obtain Bankruptcy Court approval prior to payment of their fees and
reimbursement of their expenses. The Liquidation Agent will have the authority
to pay reasonable professional compensation and costs, and deduct such from sale
proceeds. Professional fees incurred to prosecute Causes of Action and recover
other assets shall only be paid upon recovery of funds and in amounts not to
exceed the recovery.

     H. Property Distributions. All property to be distributed pursuant to the
        ----------------------
Plan (other than property held in the Disputed Class 7 Claims Reserve) will be
distributed by the Distribution Agent on the Effective Date, or as soon as
practicable thereafter. Except with respect to distributions from the Disputed
Class 7 Claims Reserve, any distribution required to be made on the Effective
Date or the date on which a Claim becomes an Allowed Claim shall be deemed to be
made on such date if made as soon as practicable after such date, and in any
event, within 30 days after such date.

     I. Retirement Benefits. From and after the Effective Date, to the extent
        --------------------
required by Section 1129(a)(13) of the Bankruptcy Code, the Reorganized Debtor
shall continue to pay all retirement benefits (as defined in Section 1114 of the
Bankruptcy Code) as it is obligated for pursuant to the 401K Plan established or
maintained by the Debtor prior to the Effective Date.

                                       25

<PAGE>

     J. Releases.
        --------

        1.  On the Effective Date, Reorganized Debtor on its own behalf and
as representative of the Debtor's estate, in consideration of services rendered
and/or other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, releases unconditionally, and is hereby deemed to
release unconditionally, each Released Party and their respective professional
advisers, and the entities that elected/selected the aforesaid to the extent
they are or may be liable for the actions or inaction of the aforesaid
(collectively, the "Releasees") from any and all claims, obligations, suits,
judgments, damages, rights, causes of action and liabilities whatsoever
(including, without limitation, those arising under the Code), whether known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity
or otherwise, based in whole or in part on any act, omission, transaction, event
or other occurrence taking place before, on or after the Petition Date up to the
Effective Date, in any way relating to the Debtor (before, on or after the
Petition Date), the Case, or the Plan (collectively, the "Released Matters");
provided, however, that the foregoing release shall not apply to any action or
--------  -------
omission that constitutes actual fraud or criminal behavior.

        2.  On the Effective Date, each holder of a Claim or Interest (other
than the Debtor or Reorganized Debtor) that is entitled to vote on the Plan
shall be deemed to have unconditionally released the Releasees from the Released
Matters; provided, however, that the foregoing release shall not apply to any
         --------  -------
action or omission that constitutes actual fraud or criminal behavior.

        3.  The Confirmation Order shall contain a permanent injunction to
effectuate the releases granted hereby.

        4.  Notwithstanding the foregoing, if and to the extent that the
Bankruptcy Court concludes that the Plan cannot be confirmed with any portion of
the foregoing releases, then the Plan may be confirmed with that portion excised
so as to give maximum effect to the foregoing releases without precluding
confirmation of the Plan.

     K. Final Order. Any requirement of the Plan for a Final Order may be waived
        -----------
in the sole and absolute discretion of the Debtor upon written notice to the
Bankruptcy Court; provided, however that nothing contained herein or elsewhere
                  --------  -------
in the Plan shall prejudice the right of any party in interest to seek a stay
pending appeal with respect to such Final Order.

     L. Term of Injunction or Stays. Unless otherwise provided, all injunctions
        ---------------------------
or stays provided for in the Case pursuant to Section 105 and Section 362 of the
Bankruptcy Code or otherwise and in effect on the Confirmation Date shall remain
in full force and effect until the Effective Date. The Confirmation Order shall
provide that the distributions and transfers of property to be made pursuant to
the terms of the Plan are made free and clear of all Claims (except as otherwise
provided in, and governed by, the Plan) and that upon the confirmation of the
Plan (except as otherwise provided in, and governed by, the Plan) all holders of
Claims and Interests shall be permanently enjoined from, and restrained against,
commencing or continuing any suit, action or proceeding or asserting against
either Reorganized Debtor or its assets any Claim, interest

                                       26

<PAGE>

or cause of action based upon any Claim or Interest that arose or existed before
the Confirmation Date.

         M.    Waiver and Rescissions. Except as otherwise provided in, and
               ----------------------
governed by, the Plan or in the Confirmation Order, the entry of the
Confirmation Order by the Bankruptcy Court shall operate as a waiver of all
defaults and events of default and any accelerations that have been declared or
occurred with respect to any such events of default through the Effective Date.

         N.    Corporate Action. On the Effective Date, all actions contemplated
               ----------------
by the Plan shall be authorized and approved in all respects (subject to the
provisions of the Plan), including, without limitation, the following: (1) the
adoption and the filing with the Secretary of State of the State of Oklahoma of
the Amended Company Charter; (2) the issuance by Reorganized Company of the New
Common Stock, and the New Common Stock Private Placement Agreement and (3) the
execution, the delivery and the performance of the Settlement Agreement, the New
Credit Agreement, the New Notes, the Management Incentive Stock Option Plan and
Agreement and the Liquidating Trust Agreement and all documents and agreements
relating to any of the foregoing. All matters provided for under the Plan
involving the corporate structure of the Debtor and/or the Reorganized Debtor in
connection with the Plan and any corporate action required by the Debtor and/or
the Reorganized Debtor in connection with the Plan shall be deemed to have
occurred and shall be in effect pursuant to Section 303 of the Oklahoma General
Corporation Law and the Bankruptcy Code, without any requirement of further
action by the shareholders or the directors of the Debtor and/or the Reorganized
Debtor. On the Effective Date, the appropriate officers of the Reorganized
Debtor are authorized and directed to execute and to deliver the agreements,
documents and instruments contemplated by the Plan, the Plan Supplement and the
Disclosure Statement in the name and on behalf of the Reorganized Debtor.

         O.    Stock Warrants: TBI. On the Effective Date, 225,000 shares of New
               -------------------
Common Stock shall be reserved for issuance to TBI, for services rendered as
Placement Agent, the essential terms and the conditions of which are as follows:

               (i)   TBI, as partial compensation for services rendered as
         Placement Agent, pursuant to the New Common Stock Private Placement
         Agreement, shall receive Stock Warrants to purchase shares of the New
         Common Stock, equal to ten (l0)% of the number of shares of New Common
         Stock sold in the private placement offering.

               (ii)  The warrants shall have a five years' duration, commencing
         on the date of closing of the private placement offering conducted by
         TBI pursuant to the New Common Stock Private Placement Agreement.

               (iii) The exercise price for the warrants shall be equal to one
         hundred twenty percent (120%) of the offering price of the shares of
         New Common Stock at the private placement offering.

                                       27

<PAGE>

         P.    Stock Warrants: Old Common Stock. On the effective date, 116,000
               --------------------------------
shares of New Common Stock shall be reserved for issuance to holders of Old
Common Stock, the essential terms and the conditions of which are as follows:
each such holder shall receive a Stock Warrant: Old Common Stock, with a five
(5) year term, entitling the holder to exercise the warrant, within its term,
and acquire the holder's ratable portion of 116,000 shares of New Common Stock,
at one hundred fifty percent (150%) of the offering price of said shares at the
private placement offering. The shares acquired pursuant to the exercise of
warrants shall be subject to dilution by the issuance of shares of New Common
Stock to the holders of Class 7 Claims, Management Incentive Stock Options and
the Stock Warrants: TBI.

         Q.    Further Actions. The Debtor and the Reorganized Debtor may make
               ---------------
and may cause its officers to make such other filings, to execute and to deliver
such other documents and instruments and take such other actions as may be
appropriate or advisable in connection with the Plan and the transactions
contemplated by the Plan and as are not inconsistent with the Plan.

         R.    Effective Date Deadline Provisions.
               ----------------------------------

               1. The Effective Date shall not occur unless and until all of the
conditions precedent set forth in the Plan are satisfied or waived by the
Reorganized Debtor; and not later than ten (10) days after the Effective Date,
the Reorganized Debtor shall file in the Case a certificate confirming that the
Effective Date has occurred and shall serve such notice of the occurrence of the
Effective Date upon all holders of Claims and/or Interests herein and parties in
interest.

               2. If the Effective Date does not occur within the one hundred
twenty (120) days after the date that the Confirmation Order has become final,
unless extended pursuant hereto, then and in such event the Debtor shall file
and serve on all holders of Claims and/or Interest and parties in interest a
notice of non-occurrence of the Effective Date and all provisions of the
Confirmation Order other than the Effective Date Deadline Provisions shall,
notwithstanding 11 U.S.C. (S)1144, be deemed vacated on such date pursuant to
Federal Rule 60(b)(5) made applicable by Bankruptcy Rule 9024; provided,
however, that such shall not be deemed a motion for relief from judgment for
purposes of Bankruptcy Rule 8002(b).

                                    ARTICLE V

                  EXECUTORY CONTRACTS, LEASES AND OTHER RIGHTS

         A.    Assumption. All executory contracts, unexpired leases, and
               ----------
contract and other rights subject to assumption/rejection pursuant to the Code
shall be deemed assumed by the Debtor pursuant to Section 1123(b)(2) of the
Bankruptcy Code unless a motion by the Reorganized Debtor/Liquidation Agent to
reject such is filed on or prior to the one hundred eightieth (180th) day after
the Effective Date. All cure payments that may be required under Section 365(b)
(1) of the Bankruptcy Code in connection with such assumption shall be made on
the Effective Date.

         In the event of a dispute concerning (1) the amount of any cure
payment, (2) the ability of the Reorganized Debtor to provide "adequate
assurance of future performance" (within the

                                       28

<PAGE>

meaning of Section 365 of the Bankruptcy Code) under the executory contract/or
other right or the unexpired lease to be assumed or (3) any other matter
pertaining to the assumption of an executory contract/or other right or an
unexpired lease, the Reorganized Debtor shall make such cure payment or provide
such assurance, as required, in accordance with Final Orders of the Bankruptcy
Court.

         B.    Rejection. An Allowed Claim under an executory contract/or other
               ---------
right or an unexpired lease that has been rejected, if any, shall constitute a
Class 4 Claim, if secured, or a Class 7 Claim, if unsecured. Any proof of Claim
with respect to Claims arising from the rejection of an executory contract/or
other right or an unexpired lease must be filed with the Bankruptcy Court within
30 days after the rejection pursuant to the Motion by the Reorganized
Debtor/Liquidation Agent of such contract/or other right or such lease, or any
such Claim shall be barred.

         C.    Assumption of Indemnification Obligations. The obligations of the
               -----------------------------------------
Debtor to indemnify its respective present and former directors and officers
against any obligations pursuant to its certificate of incorporation, by-laws,
applicable state law, specific agreements or any combination of the foregoing
shall survive Confirmation, remain unaffected thereby, and not be discharged,
irrespective of whether indemnification is owed in connection with an event
occurring before, on or after the Filing Date; provided, however, that the
foregoing assumption shall not affect any release of such obligations given to
Debtor on or before the Effective Date, or to Reorganized Debtor after the
Effective Date.

                                   ARTICLE VI

                                  DISTRIBUTIONS

         A.    Distributions. The Liquidation and/or Distribution Agent shall be
               -------------
responsible for making all of the distributions required to be made by the
Reorganized Debtor under the Plan. All costs and expenses in connection with
such distributions, including, without limitation, the fees and the expenses, if
any, of the Liquidation and/or Distribution Agent, shall be borne by the
Reorganized Debtor.

               On the Effective Date, the Debtor will reserve for the account of
each creditor holding a Disputed Class 7 Claim, the New Common Stock that would
otherwise be distributable to such creditor on the Effective Date in accordance
with the Plan if such Disputed Class 7 Claim was an Allowed Claim. No interest
or other amounts will accrue on the New Common Stock held in the Disputed Class
7 Claims Reserve. In calculating the amount to be held in the Disputed Class 7
Claims Reserve, the Debtor will (i) treat all liquidated Disputed Class 7 Claims
as if allowed in full and (ii) make a good faith estimate of the amounts, if
any, likely to be allowed in respect of contingent or unliquidated Class 7
Claims. If, and to the extent, any such Disputed Class 7 Claim became an Allowed
Claim, the property so reserved for the creditor holding such Claim will be
distributed to such creditor within thirty days of the date that such Disputed
Class 7 Claim becomes an Allowed Claim. If, and to the extent, any such Disputed
Class 7 Claim is disallowed by a Final Order of the Bankruptcy Court, then the
property reserved for the disallowed portion of such Disputed Class 7 Claim will
be distributed in the manner described under Article VII D.

                                       29

<PAGE>

         Neither the Reorganized Debtor nor the Liquidation and/or Distribution
Agent shall be required to provide any bond in connection with the making of any
distributions pursuant to the Plan.

         B.   Date of Distribution. The Liquidation and/or Distribution Agent
              --------------------
shall make each required distribution by the date stated in the Plan with
respect to such distribution. Any distribution required to be made on the
Effective Date or the date on which a Claim becomes an Allowed Claim shall be
deemed to be made on such date, if made as soon as practicable after such date
and, in any event, within 30 days after such date.

         C.   Undeliverable Distributions. If a distribution is returned to the
              ---------------------------
Liquidation and/or Distribution Agent as undeliverable, the Liquidation and/or
Distribution Agent shall hold such distribution and shall not be required to
take any further action with respect to the delivery of the distribution unless
and until the earlier of (1) the date on which the Liquidation and/or
Distribution Agent is notified in writing of the then current address of the
holder entitled to receive the distribution and (2) the date on which the
distribution reverts to the Reorganized Debtor in accordance with the Plan. If
the Liquidation and/or Distribution Agent is notified in writing of the then
current address of the holder prior to date on which the distribution reverts to
the Reorganized Debtor, the Liquidation and/or Distribution Agent shall promptly
make the distribution required by the Plan to the holder at the then current
address.

              The Liquidation and/or Distribution Agent shall not be entitled to
vote any securities which the Distribution Agent holds as undeliverable.

         D.   Surrender and Cancellation of Instruments. As a condition to
              -----------------------------------------
receiving any distribution pursuant to the Plan, each holder of an Old Credit
Agreement, Old ECI Notes, Old Unsecured Notes, Old TBI Loan Agreement, Old
Warranty Agreement, and any notes, leases, or instruments evidencing Class 5 and
6 Claims, share certificate, or other instrument evidencing a Claim or Interest
(other than certificates representing the Company Common Stock as of the Record
Date) must surrender such note, credit, or warranty agreement, share certificate
or other instrument to the Liquidation and/or Distribution Agent or deliver to
the Reorganized Debtor or the Liquidation and/or Distribution Agent, as the case
may be, an affidavit of loss and indemnity (in form and substance satisfactory
to the Reorganized Debtor), in all cases, in proper form for transfer. In
accordance with the provisions of Section 1143 of the Bankruptcy Code, any
holders of such Claims or Interests as of such Record Date that fail to
surrender such documents, share certificates or other instruments within two
years from the Confirmation shall be deemed to have forfeited all rights, Claims
and Interests and shall not participate in any distribution under the Plan.

              On the Effective Date, (1) all such Old Agreements, share
certificates or other instruments shall be canceled and (2) the Company's
obligations under such Old Agreements, share certificates and other instruments
(together with, in the case of the Old Credit Agreement, Old ECI Notes, Old
Unsecured Notes, Old TBI Loan Agreement, Old Warranty Agreement, and any notes,
leases, or instruments evidencing Class 6 and 7 Claims and the other documents
governing such Old Agreements) shall be discharged.

                                       30

<PAGE>


         E.   Manner of Payment. At the option of the Reorganized Debtor and/or
              -----------------
Distribution Agent, distributions may be made in cash, by wire transfer or by a
check drawn on a money center bank. Distributions of New Securities shall be
made by the issuance and the authentication of such shares of New Common Stock .


         F.   Fractional Shares. No fractional shares of New Common Stock shall
              -----------------
be issued under the Plan. Each holder otherwise entitled to an amount of the New
Common Stock that includes fractional amounts shall receive either one whole
share (if such fraction is equal to, or greater than one-half) or no share (if
such fraction is less than one-half) in lieu of fractional amount.

         G.   Compliance with Tax Requirements. The Reorganized Debtor shall
              --------------------------------
              comply with all withholding and reporting requirements imposed by
              federal, state or local taxing authorities in connection with
              making distributions pursuant to the Plan.

         In connection with each distribution with respect to which the filing
of an information return (such as an Internal Revenue Service Form 1099 or 1042)
and/or withholding is required, the Reorganized Debtor shall file such
information return with the Internal Revenue Service and provide any required
statements in connection therewith to the recipients of such distribution,
and/or any such withholding and deposit all moneys so withheld to the extent
required by law. With respect to any Person from whom a tax identification
number, certified tax identification number or other tax information required by
law to avoid withholding has not been received by the Reorganized Debtor (or the
Liquidation and/or Distribution Agent), the Reorganized Debtor may, at its sole
option, withhold the amount required and distribute the balance to such Person
or decline to make such distribution until the information is received;
provided, however, the Reorganized Debtor shall not be obligated to liquidate
-------- ------- New Common Stock to perform such withholding.

         H.   Allocation Between Principal and Interest. The consideration paid
              -----------------------------------------
to holders of Old Agreements evidenced by a note shall be allocated first to
accrued but unpaid interest and next to principal on the Old Agreements.

         I.   Distribution of Unclaimed Property. If any Person entitled to
              ----------------------------------
receive cash or New Securities pursuant to the Plan does not present itself on
the Effective Date or on such other date on which such Person becomes eligible
for distribution of such cash or securities, such cash or New Securities shall
be set aside and (in the case of cash) held in a segregated interest-bearing
fund to be maintained by the Liquidation and/or Distribution Agent. If such
Person presents itself within two years following the Confirmation Date, such
cash or New Securities, together with any interest or dividends earned
thereupon, shall be paid or distributed to such Person. If such Person does not
present itself within two years following the Confirmation Date, any such cash
or securities and accrued interest or dividends thereon shall become the
property of, and shall be released to, the Reorganized Debtor. Nothing contained
in the Plan shall require the Reorganized Debtor to attempt to locate such
Persons.

         J.   Setoff. The Reorganized Debtor (or Liquidation and/or Distribution
              -------
Agent) may, but is not required to, setoff against any Claim and the payment to
be made pursuant to the Plan in respect of such Claim, any Claims of any nature
which the Reorganized Debtor may have against

                                       31

<PAGE>

the holder of such Claim. Neither the failure by a Reorganized Debtor to effect
such a setoff nor the allowance of any Claim shall constitute a waiver or a
release of any Claim which the Reorganized Debtor may have against the holder of
a Claim.

         K.   Record Date. Only holders of Notes evidenced by Old Agreements and
              -----------
Old Common Stock as of the Record Date will be entitled to receive distributions
under the Plan. As of the close of business on the Record Date, claims evidenced
by Old Agreements and Old Common Stock transfer ledger as maintained by, or on
behalf of, the Debtor shall be closed and the Reorganized Debtor (Liquidation
and/or Distribution Agent) shall have no obligation to recognize any transfer of
the Old Common Stock or the claims evidenced by Old Agreements occurring
thereafter.

                                   ARTICLE VII

                  PROCEDURES FOR RESOLVING CLAIMS AND INTERESTS

         A.   Bar Dates for Claims Generally. Each holder of a Claim (other than
              ------------------------------
an Administrative Claim) shall file, or shall have filed, a proof of Claim with
the Bankruptcy Court (1) no later than April 4, 2001, or (2), to the extent such
holders were not subject to such bar date, (a) within 30 days after the
Effective Date or (b) by such other date as may be established by the Bankruptcy
Court. Any holder who does not file a proof of Claim within the applicable time
period shall be forever barred from asserting its Claim unless, and to the
extent such Claim is listed by the Debtor in its Schedules as liquidated in
amount, not disputed and not contingent.

         B.   Bar Dates for Administrative Claims.
              -----------------------------------

              1. Professional Persons. All applications for final compensation
                 --------------------
of professional persons employed by the Debtor, any Official Committee or
otherwise, pursuant to orders entered by the Bankruptcy Court on account of
services rendered prior to the Effective Date, and all other requests for
payment of administrative costs and expenses incurred prior to the Effective
Date pursuant to Code Sections 507(a)(l,) or 503(b) (except for claims for
taxes, trade debt and customer deposits and credits incurred in the ordinary
course of business after the Petition Date) shall be filed with the Bankruptcy
Court no later than 45 days after the Effective Date. Any such claim which is
not filed with Reorganized Debtor and the Bankruptcy Court within this time
deadline shall be forever barred. No such claim shall be allowed for any bonus
or premium. Objections to administrative claims of professionals seeking
reimbursement from the estate timely filed under this section must be filed no
later than 20 days after the filing of any such claim.

              2. Reimbursement of Professional Fees/Expenses. Claimants
                 -------------------------------------------
asserting a Claim for reimbursement of professional fees and expenses, including
legal, accounting and other professional fees, payment of which is provided for
in the Plan, shall submit to the Debtor and any Official Committee not later
than 10 days after the Confirmation Date a notice of a good faith estimate
amount of such fees and expenses to be sought by such claimant (the "Reimbursed
Claim Notice"). Such estimate, if provided in good faith, shall not limit the
amount the claimant is entitled to be reimbursed hereunder. Not later than 45
days after the Effective Date, each claimant shall

                                       32

<PAGE>

submit a request for payment of such fees and expenses, accompanied by a
statement setting forth the total amount of the fees and expenses to be paid to
such claimant with reasonable supporting detail. If the Debtor or Reorganized
Debtor, as the case may be, and any Official Committee do not object to the
reasonableness of the request within 20 days of receipt of same, Reorganized
Debtor will pay the amounts set forth in the request on the eleventh day after
such twentieth day. Claims by a claimant for reimbursement of professional fees
and expenses shall not be required to conform to the requirements applicable to
fee applications submitted to the Bankruptcy Court in this case but shall
include such information as the Debtor or Reorganized Debtor, as the case may
be, and any Official Committee may reasonably require. To the extent a timely
objection is filed and not subsequently withdrawn, the reasonableness of such
Claim shall be determined by the Bankruptcy Court. Any such claimant who fails
to file a Claim for reimbursement of professional fees and expenses within 45
days following the Effective Date shall be forever barred from asserting the
claim.

              3.   Other Administrative Claims. Except as otherwise provided
                   ---------------------------
herein, all requests for payment of Administrative Claims, other than Fee Claims
and Administrative Claims incurred and paid in ordinary course, must be filed
with the Bankruptcy Court within 30 days after the Effective Date. Any holder of
such an Administrative Claim that does not file a request for payment within
such a 30-day period shall be forever barred from asserting its Administrative
Claim.

     C. Prosecution of Objections.
        -------------------------

              1.   The Reorganized Debtor and/or Liquidation Agent and any other
party in interest shall have the authority (1) to object to Claims against, and
Interests in, such Reorganized Debtor, and (2) to litigate any Claim or any
Interest to Final Order, to settle or to compromise any Claim or any Interest or
to withdraw any objection to any Claim or any Interest (other than a Claim or an
Interest that is deemed to be allowed pursuant to the Plan or a Final Order).

              2.   Unless another date is established by the Bankruptcy Court or
the Plan, any objection to a Claim or an Interest shall be filed with the
Bankruptcy Court and served on the holder of such Claim or Interest within 180
days after the later of (1) the Effective Date and (2) in the case of a Claim,
the date that a proof of Claim with respect to such Claim is filed or is deemed
to have been filed with the Bankruptcy Court. The Reorganized Debtor and/or
Liquidation Agent shall have the right to petition the Bankruptcy Court for an
extension of such date if a complete review of such Claim or Interest cannot be
completed by such date.

              3.   If no objection has been filed to a Claim or an Interest
(other than a Fee Claim which shall be allowed only by order of the Bankruptcy
Court) within the applicable period, the Claim or the Interest shall be treated
as an Allowed Claim or an Allowed Interest, as the case may be, to the extent
that the Claim or the Interest has not been previously allowed or disallowed by
the Bankruptcy Court.

     D.        Treatment of Disputed Claims and Disputed Interests. Disputed
               ---------------------------------------------------
Claims and Disputed Interests shall be treated in the following manner:

                                       33

<PAGE>

              1.   No Distribution Pending Allowance. If any portion of a Claim
                   ---------------------------------
is a Disputed Claim, no payment or distribution provided under the Plan shall be
made on account of the portion of such Claim that is a Disputed Claim unless and
until such Disputed Claim becomes an Allowed Claim but the payment or
distribution provided for under the Plan shall be made on account of the portion
of such Claim that is an Allowed Claim.

              2.   Disputed Class 7 Claims Reserve. Notwithstanding anything
                   -------------------------------
else to the contrary in this Article VII D., on the Effective Date, the
Reorganized Debtor, Liquidation Agent and/or Distribution Agent shall deposit
into the Disputed Class 7 Claims Reserve, the New Common Stock that would
otherwise have been distributed to holders of Disputed Claims which, if allowed
on the Effective Date, would have been Class 7 Claims (each, a "Disputed Class 7
Claim") in accordance with the Plan as if such Disputed Class 7 Claims were
Allowed Claims. No interest or other amounts shall accrue on New Common Stock
held in the Disputed Class 7 Claims Reserve. In calculating the amount to be
held in the Disputed Class 7 Claims Reserve, the Reorganized Debtor shall (a)
treat all liquidated Disputed Class 7 Claims as if allowed in full and (b) make
a good faith estimate of the amounts, if any, likely to be allowed with respect
to contingent or unliquidated Class 7 Claims. If, and to the extent, any such
Disputed Class 7 Claim becomes an Allowed Claim, the property so reserved for
the creditor holding such Claim shall be distributed to such creditor within
thirty (30) days of the date that such Disputed Class 7 claim becomes an Allowed
Claim.

              In the event that, after the Effective Date, a Disputed Claim is
disallowed in whole or in part, the Reorganized Debtor shall distribute (or
cause the Distribution Agent to distribute) the property held in reserve for the
disallowed portion of such Disputed, Class 7 Claim as follows: (a) such property
shall be distributed to holders of Allowed Class 7 Claims; (b) such distribution
shall be based on the applicable Ratable Share of each such holder, as adjusted
to take into account the disallowance or the allowance of all Disputed Claims
since the Effective Date; and (c) such distribution shall be made on November
30, 2001, May 31, 2002 and on November 30 and May 31 of each following year
(each such date, a "Distribution Date"), to the extent a Disputed Class 7 claim
has been allowed in whole or in part since the Effective Date or the last
Distribution Date, as the case may be, until the earlier of (i) the date on
which all Disputed Class 7 Claims have been resolved and (ii) less than 15,000
shares of New Common Stock are on deposit in the Disputed Class 7 Claims
Reserve. If, at any time after the Effective Date, the number of shares of New
Common Stock held in the Disputed Class 7 Claims Reserve is less than 15,000,
the remaining shares of New Common Stock held in such reserve shall, at the
option of the Reorganized Debtor, be canceled or treated as treasury stock.

              3.   No Other Reserves. The Reorganized Debtor shall not be
                   -----------------
required to establish a reserve with respect to any class of Disputed Claims or
Disputed Interests other than Class 7 Disputed Claims.

              4.   Method of Resolution - General. Each Disputed Claim (other
                   ------------------------------
than a Disputed Claim which involves a personal injury, property damage or
wrongful death claim) and each Disputed Interest shall be resolved by the
Bankruptcy Court.

                                       34

<PAGE>

              5.   Method of Resolution - Litigation and Warranty Claims. Each
                   ------------------------------------------------------
Disputed Claim involving a Litigation Claim or a Warranty Claim shall be
resolved in the following manner:

                   a. Information Assembly. Within 30 days after the Effective
                      --------------------
Date, the Reorganized Debtor shall mail to each holder of such a Disputed Claim
a form prepared by Reorganized Debtor, requesting such information as
Reorganized Debtor believes is necessary to evaluate such Disputed Claim.

                   No later than 30 days after each holder of such a Disputed
Claim receives such form, the holder shall return the completed form to
Reorganized Debtor and/or Distribution Agent. The completed form must be signed,
under penalty of perjury, by the holder and the holder's counsel if any, and
the signature of the holder must be notarized. Each form must have the following
documentation attached to such form:

                             (i) For Warranty Claims: (A) copies of all warranty
                   agreements, (B) copies of all product inspection and testing
                   reports, (C) copies of all expenditures made by the holder of
                   a warranty claim to repair the Debtor's product, (D) copies
                   of all invoice and bills of sale evidencing the purchase of
                   the Debtor's product, (E) copies of all expert reports
                   related to product inspection, costs or related data, (F)
                   copies of all estimates of cost to properly repair the
                   product pursuant to the Warranty Agreement terms, and (G)
                   copies of all pictures of observable details of the defective
                   material and/or parts of the product.

                             (ii) For Litigation Claims, (A) copies of all
                   contracts, invoices and other records, (B) copies of all
                   expert reports, (C) copies of the pleadings, document
                   requests, interrogatories, and depositions, and (D) copy of
                   any damage calculation with supporting source documentation.

                 If the form is not returned in accordance herewith within the
required 30-day period, the Disputed Claim shall be deemed disallowed.

                 Within 90 days from the date on which such Reorganized Debtor
and the Distribution Agent, if any, receive a form returned in accordance
herewith, such Reorganized Debtor shall:

                             (i) offer to settle the Disputed Claim;

                             (ii) deny the D isputed Claim; or

                             (iii) request additional information from the
                   holder of the Disputed Claim, including, without limitation,
                   for Warranty Claims, submission to an independent technical
                   inspection.

                                       35

<PAGE>

             If an offer of settlement is made, the holder must accept or reject
the offer of settlement within 30 days after the offer of settlement is made. If
the offer of settlement is not accepted or rejected within such 30-day period,
the Disputed Claim shall be deemed disallowed. If the holder accepts the offer
of settlement, the Disputed Claim shall be deemed allowed on the date on which
such Reorganized Debtor, as the case may be, receives notice of such acceptance.

             If additional information is requested, the holder must provide
such additional information within 30 days of the request. If the holder fails
to provide such additional information within such 30-day period, the Disputed
Claim shall be deemed disallowed. If the requested additional information is
provided within such 30-day time period, the Reorganized Debtor must make an
offer of settlement or deny a Disputed Claim within 90 days after it receives
such additional information.

             If a holder of a Disputed Claim rejects an offer of settlement
within 30 days after the offer of settlement is made or the Disputed Claim is
denied, the holder shall notify the Reorganized Debtor and the Distribution
Agent, if any, that mediation is requested. If a holder fails to request
mediation, the Disputed Claim shall be deemed disallowed.

             b. Mediation. Each such Disputed Claim for which mediation is
                ---------
requested shall be submitted to mediation by a mediator assigned by the
Bankruptcy Court. Such mediator shall work with all Persons involved to
negotiate a mutually satisfactory resolution with respect to the Disputed Claim.
Within 30 days of the date on which a mediator is appointed, the mediator shall
schedule a mediation conference in Oklahoma City, Oklahoma at which all Persons
involved shall either (i) appear personally or (ii) be represented by a Person
authorized to enter into a binding settlement agreement on behalf of such
involved Person. The mediator shall give each such involved Person at least 10
days prior written notice of the date, the time and the place of the conference.
If any Person which has received notice of such mediation (or his, her or its
designated representative) fails to appear at such mediation conference, any
other Person may petition the Bankruptcy Court for an award of costs, including,
without limitation, reasonable attorneys' fees against the non-attending Person.
In addition, if the holder or the holder's counsel, if any, fails to attend, the
Disputed Claim shall be deemed disallowed.

             At the conclusion of the mediation conference, each Person (or its
designated representative) shall sign before the mediator a statement to the
effect that (i) the Disputed Claim has been, resolved by mutual agreement
(subject to approval of the Bankruptcy Court) and the basis of such resolution,
(ii) that the Disputed Claim shall be submitted to binding arbitration or (iii)
that the Disputed Claim shall proceed before the Western District Court.

             c. Arbitration. If a Disputed Claim is submitted to binding
                -----------
arbitration, the Disputed Claim shall be resolved by binding arbitration
conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. No Person involved in such arbitration shall be
permitted to appeal any award except as expressly permitted by Section 10 of the
Federal Arbitration Act, as amended, and there shall be no right to a de novo
trial subsequent to the arbitration.

                                       36

<PAGE>

             d. Trial. Upon compliance with the procedures set forth in this
                -----
Section, the holder of a Disputed Claim subject to this Section shall have the
right to pursue such Disputed Claim in a federal Western District Court in
accordance with 28 U.S.C.(S)157(b)(5) and the Federal Rules, of Civil Procedure.
Any case filed prior to the Filing Date shall be transferred from the forum in
which it is pending to the Western District Court. All Disputed Claims which are
to be litigated shall be prosecuted in the federal Western District Court.

                                  ARTICLE VIII

                CONDITIONS PRECEDENT TO CONSUMMATION OF THE PLAN

     Conditions to Consummation. The Plan shall not become effective unless and
     --------------------------
until each of the foIlowing conditions have been satisfied or have been waived
in accordance with this Article VIII:

     A. Entry of the Confirmation Order. The Plan shall have been confirmed by
        -------------------------------
the Bankruptcy Court and the Confirmation Order shall be a Final Order.

     B. New Common Stock Private Placement Agreement Executed and Performed. The
        -------------------------------------------------------------------
New Common Stock Private Placement Agreement shall have been entered into and
all conditions to the effectiveness thereof shall have been satisfied or waived,
by the date on which the Confirmation Order is entered. Further, TBI shall have
performed pursuant to said Agreement and, no later than the Effective Date,
shall have sold, on a private placement basis, not less than 2,000,000, nor more
than 2,250,000 shares of the New Common Stock, at the offering price of $ 2.00
per share, and the proceeds of said sale escrowed pending consummation of the
Plan and disbursement of said proceeds pursuant to the Plan. Details of the New
Stock Placement Agreement and performance thereunder appear as Article IX
hereafter.

     C. Formation of the Liquidating Trust. The Liquidating Trust shall have
        ----------------------------------
been formed and the Liquidation Agent vested with the authority to liquidate the
Trust's assets and all property vested in the Trust, as provided by the Plan.

     D. Other Agreements. All other agreements contemplated by, or entered into
        ----------------
pursuant to, the Plan, including, without limitation, the Plan Documents, shall
have been duly and validly executed, and delivered by the parties thereto and
all conditions to their effectiveness shall have been satisfied or waived.

     The Reorganized Debtor may waive at any time, without notice, leave or
order of the Bankruptcy Court, and without any formal action other than
proceeding to consummate the Plan, any condition precedent to consummation and
effectiveness of the Plan; provided, however, that the Debtor may not waive the
                           --------  -------
conditions precedent specified in Article VIII insofar as they relate to the
execution, delivery and effectiveness of the New Common Stock Private Placement
Agreement, the Plan Documents, and the Liquidating Trust Agreement.

                                       37

<PAGE>

                                   ARTICLE IX

                THE NEW COMMON STOCK PRIVATE PLACEMENT AGREEMENT

     1.      Summary. The cash necessary to fund the Plan of Reorganization is
             -------
to be provided by the sale of New Common Stock of the Company, pursuant to the
New Common Stock Private Placement Agreement. Pursuant to that Agreement, TBI, a
Creditor of the Debtor, is to be engaged by Debtor to use its best efforts, in
serving as Placement Agent for the Company, in selling not less than 2,000,000,
nor more than 2,250,000 shares of New Common Stock at an offering price of $
2.00, cash, per share, to yield gross proceeds of not less than $ 4,000,000, nor
more than $4,500,000. TBI is to commence its efforts, immediately, when all of
the following have occurred: Debtor has executed the New Common Stock Private
Placement Agreement; the Bankruptcy Court has approved Debtor's entry into the
New Common Stock Private Placement Agreement, and such order is a Final Order;
the Bankruptcy Court has approved Debtor's retention as its Placement Agent,
pursuant to Section 330, Bankruptcy Code, and such order is a Final Order; and
the Bankruptcy Court has entered its Confirmation Order and such order is a
Final Order.

     2.      Compensation of TBI. Upon closing of the private placement offer,
             -------------------
which shall be not later than the Effective Date (unless extended, as provided
hereafter), and, conditioned upon all other conditions precedent to consummation
of the Plan, upon payment of the proceeds of the sale of New Common Stock to
Debtor, for funding of the Plan of Reorganization, TBI shall be compensated as
follows, without requirement of Court approval, approval of entry into the New
Common Stock Private Placement Agreement being deemed approval of any payment
referenced hereafter:

             a. Cash Fee. Debtor shall pay to TBI a cash fee, equal to eight
                --------
percent (8%) of the gross proceeds realized from the private placement of the
New Common Stock.

             b. Stock Warrants. Debtor shall issue to TBI stock warrants,
                --------------
effective for five (5) years from the date of closing of the private placement
offering, to purchase shares of the Company's New Common Stock, equal to ten
percent (10%) of the number of shares of the Company's New Common Stock sold in
the private placement, at a price equal to 120% of the initial offering price of
said New Common Stock.

             c. Monthly Consultative Fee. Debtor shall pay to TBI, at the first
                ------------------------
day of each month following the completion of the private placement offering, a
fee of $7,500 for advising, consulting with and assisting the Company in the
maintenance of a market for the New Common Stock, and its continued
marketability and value. TBI shall receive not less than 12 monthly payments. At
the end of one year from the Effective Date, TBI's directors, in their sole
discretion, shall determine whether any extension of the consultative service
engagement is necessary; if such is determined to be necessary, the Company
agrees to continue the payment of Monthly Consultative Fee for such additional
term, not to exceed 12 months.

             d. Default Fee. The Company is obligated to use its best efforts to
                -----------
bring about the consummation of the Plan, and closing of the private placement
offering. In the event that the

                                       38

<PAGE>

Company fails to consummate the Plan, and the private placement offering is not
closed, then Debtor shall pay to TBI a default fee of $50,000, in the place and
stead of other fees.

             e. Extensions of Closing Date: Private Placement Offering. Although
                ------------------------------------------------------
it is contemplated that TBI will be able to sell the entire private placement
offering on or before the Effective Date herein, in the event that TBI is unable
to do so, but certifies to Debtor and any official committee appointed in these
proceedings, that TBI will be able to complete the offering within a time
certain, not to exceed: an additional 60 days, then, upon the agreement of
Debtor, and such notice and hearing and approval of the Bankruptcy Court, if
any, as required by the Bankruptcy Code and Rules, the time for closing the
private placement offering may be extended for not more than an additional 60
days. Not more than two such extensions shall be granted.

             f. Sales After Effective Date. Should Debtor fail to close the
                --------------------------
private placement offering for the amount of shares contemplated: 2,000,000, but
continues efforts to sell said minimum amount of shares, then Debtor shall pay
to TBI eight percent (8%) of the cash proceeds of any subsequent sales of New
Common Stock to any party introduced to Debtor by TBI, received by Debtor
subsequent to the closing of the private placement offering, provided that: such
proceeds are received by the Debtor within 12 months of the date TBI made the
introduction, and that TBI has promptly notified Debtor of the making of such
introduction.

             g. Expense Reimbursement Upon Closing of Private Placement
                -------------------------------------------------------
Offering. Debtor will reimburse TBI, without requirement of approval or
--------
allowance by the Bankruptcy Court, upon presentation of a verified statement of
TBI concerning its expenses of the private placement offering, up to $50,000 of
TBI's reasonable expenses directly incurred regarding the private placement
offering, which may include the reasonable fees and expenses of TBI's counsel
upon closing of the offering. Said payment shall be due upon closing of the
offering, as an expense of the offering, and payable from the gross proceeds of
the sale of New Common Stock.

             h. Agreement of Indemnification with Reference to the Private
                ----------------------------------------------------------
Placement Offering. Debtor shall furnish TBI with an agreement of
------------------
indemnification with regard to certain risks incident to the private placement
offering, in such form and with such content as acceptable to TBI, in its sole
discretion, which agreement shall be appended to the New Common Stock Private
Placement Agreement, incorporated by reference therein, and made a part thereof.

     3.      Obligations of TBI. TBI shall be obligated to bear its own expenses
             ------------------
of marketing the sale of shares of New Common Stock in the private placement
offering, and counsel for TBI shall prepare, at TBI's expense, a Private
Placement Memorandum regarding the offering.

     4.      Representations and Warranties of Debtor. Debtor will make such
             ----------------------------------------
representations, warranties and covenants to investors and TBI, as TBI normally
and customarily receives from entities which it represents in private placement
offerings.

                                       39

<PAGE>

                                    ARTICLE X

            CONFIRMABILITY AND SEVERABILITY OF THE PLAN AND CRAMDOWN

     If all of the applicable requirements for confirmation of the Plan are met
as set forth in Section 1129(a) of the Bankruptcy Code except paragraph (8)
thereof, the Debtor may, at its option, amend the Plan as necessary to request
the Bankruptcy Court to confirm the Plan pursuant to Section 1129(b) of the
Bankruptcy Code, notwithstanding the requirements of paragraph (8) of Section
1129(a) of the Bankruptcy Code, provided that the Plan as so amended, is fair
and equitable and does not discriminate unfairly with respect to any impaired
Class or Classes that have not accepted the Plan. The right of the Debtor to
modify the Plan under this Article IX does not limit the ability of the Debtor
to modify the Plan under Article XII A.

                                   ARTICLE XI

                     EFFECTS OF THE CONFIRMATION OF THE PLAN

     A. Binding Effect. The provisions of the Plan shall bind all holders of
        --------------
Claims and Interests, whether or not any such holder has accepted the Plan.

     B. Discharge. Except as otherwise expressly provided herein, the
        ---------
confirmation of the Plan shall, provided the Effective Date shall have occurred,
discharge all Claims and Interests to the fullest extent authorized or provided
by the Bankruptcy Code, including, without limitation, to the fullest extent
authorized or provided for by Section 524 of the Bankruptcy Code, and on the
Effective Date, the Reorganized Debtor shall be and hereby is discharged and
released from any and all Claims that arose before the Confirmation Date,
including, without limitation, any debts of a kind specified in 11 U.S.C.
(S)(S)502(g), 502(h) or 502(i), whether or not (i) a proof of Claim based upon
such debt is filed or deemed filed, or (ii) a Claim based on such debt is
allowed under 11 U.S.C. (S)502.

     C. Vesting of Assets: Reservation of Claims. Except as expressly provided
        ----------------------------------------
in, and governed by, the Plan or the Confirmation Order, on the Effective Date,
the Bank's Core Assets and the Core Assets shall vest in the Reorganized
Debtor, and all other assets and property of the Debtor's Estate shall vest in
the Liquidating Trust, including, but not limited to: all Non-Core Assets, which
are not abandoned; and except as provided in the Estate Release, all causes of
action arising under Chapter 5 of the Bankruptcy Code; all Claims against third
parties; all other causes of action against third parties, and all other causes
of action and rights belonging to or in favor of the Debtor, including, without
limitation, under Section 502, Section 544, Section 545, Section 547, Section
548 and Section 549 of the Bankruptcy Code, are hereby preserved and retained
for assertion and enforcement solely and exclusively by, and in the discretion
of, the Reorganized Debtor or Liquidating Trust and shall revest in the
Reorganized Debtor and/or the Liquidating Trust on the Effective Date. Such
property and/or assets shall vest in Reorganized Debtor or the Liquidating
Trust, as the Plan may provide, free and clear of any and all liens, claims,
encumbrances or other rights asserted in said property and/or assets (however
the aforesaid shall be described/denominated) which is claimed to have arisen
and/or been created before the date of the

                                       40

<PAGE>

Confirmation Order, whether with respect to any action, omission, liability or
otherwise of the Debtor, however described or denominated.

        D.   Injunction. Except as otherwise expressly provided in, and governed
             ----------
by, the Plan, the entry of the Confirmation Order shall, provided that the
Effective Date shall have occurred, permanently enjoin all Persons that have
held, currently hold or may hold a Claim, or other debt or liability that is
discharged pursuant to the Plan or who have held, currently hold or may hold an
Interest that is terminated pursuant to the Plan from taking any of the
following actions in respect of such discharged Claim, debt or liability or such
terminated Interest:

             (1) commencing, conducting or continuing in any manner, directly or
indirectly, any suit, action or other proceeding of any kind against the
Reorganized Debtor or Liquidating Trust or the property of the Reorganized
Debtor or Liquidating Trust;

             (2) enforcing, levying, attaching, collecting or recovering in any
manner or by any means, whether directly or indirectly, any judgment, award,
decree or order against the Reorganized Debtor or the property of the
Reorganized Debtor or the Liquidating Trust;

             (3) creating, perfecting or enforcing in any manner, directly or
indirectly, any lien or any security interest of any kind against the
Reorganized Debtor or the property of the Reorganized Debtor or Liquidating
Trust;

             (4) asserting a setoff, right of subrogation or recoupment of any
kind, directly or indirectly, against any debt, liability or obligation due to
the Reorganized Debtor or the property of the Reorganized Debtor or Liquidating
Trust;

             (5) commencing or, continuing any action in any manner or in any
place that does not comply with, or is inconsistent with, the Plan.

             The Confirmation Order shall further provide that injunctions or
stays: (a) ordered or imposed in this Case pursuant to 11 U.S.C. (S)105(a) or
(S)362(a) or otherwise, and (b) in existence on the Confirmation Date, shall,
except as otherwise provided in the Plan, remain in full force and effect until
the Effective Date.

        E.   Warranty Claims. Confirmation of the Plan shall not discharge the
             ---------------
duty of the Reorganized Debtor under any contract for warranty to continue to
provide warranty coverage to all parties covered under the contract of warranty
in accordance with the terms and subject to the Plan.

        F.   Judgments. On the Effective Date any judgment at any time obtained,
             ---------
to the extent that such judgment is a determination of the personal or corporate
liability of the Reorganized Debtor with respect to any debt discharged
hereunder, shall be, and hereby is, rendered null and void.

                                       41

<PAGE>

                                   ARTICLE XII

                            RETENTION OF JURISDICTION

     Notwithstanding entry of the Confirmation Order or the Effective Date
having occurred, the Bankruptcy Court shall retain jurisdiction over the Case
and any proceedings arising from, or relating to the Case, pursuant to Section
1142 of the Bankruptcy Code and Section 1334 of Title 28 of the United States
Code, to the fullest extent permitted by the Bankruptcy Code and any other
applicable law, including, without limitation, such jurisdiction as is necessary
to ensure that the purposes and the intent of the Plan are carried out. Without
limiting the generality of the foregoing, the Bankruptcy Court shall retain the
following jurisdiction:

     A. Determinations regarding Executory Contracts, Leases and Other Rights.
        ---------------------------------------------------------------------
The Bankruptcy Court shall retain the jurisdiction to hear and to determine any
motions pending before the Bankruptcy Court on the Effective Date to reject any
executory contract, contract or other right, or unexpired lease which is subject
to assumption/rejection pursuant to the Code, to which Debtor is a party or with
respect to which Debtor may be liable, and to hear and to determine the
allowance of any Claim resulting therefrom.

     B. Pending Motions and Adversary Proceedings. The Bankruptcy Court shall
        -----------------------------------------
retain the jurisdiction to determine any adversary proceedings, applications,
contested matters and other litigated matters that are pending on the Effective
Date or that may be commenced thereafter as provided in the Plan.

     C. Distributions. The Bankruptcy Court shall retain the jurisdiction to
        -------------
ensure that distributions to the holders of Allowed Claims and Allowed Interests
are accomplished as provided in the Plan.

     D. Claim Determinations. The Bankruptcy Court shall retain the jurisdiction
        --------------------
to hear and determine objections to, or requests for estimation of, Claims,
including, without limitation, any objections to the classification of any
Claim, in whole or in part.

     E. Stay Matters. The Bankruptcy Court shall retain the jurisdiction to
        ------------
enter and to implement such orders as may be appropriate in the event that the
Confirmation Order is for any reason stayed, revoked, modified or vacated.

     F. Support of Plan. The Bankruptcy Court shall retain the jurisdiction to
        ---------------
issue appropriate orders in aid of the execution of the Plan and to enforce the
Confirmation Order and/or the discharge, or the effect of the discharge,
provided to the Reorganized Debtor.

     G. Modifications. The Bankruptcy Court shall retain the jurisdiction to
        -------------
hear and to determine any applications to modify the Plan, to cure any defect or
any omission in any order of the Bankruptcy Court or in the Plan, including,
without limitation, the Confirmation Order, and to reconcile any inconsistency
in any order entered by the Bankruptcy Court and the Plan, including, without
limitation, the Confirmation Order.

                                       42

<PAGE>

     H. Compensation and Expense Determinations. The Bankruptcy Court shall
        ---------------------------------------
retain the jurisdiction to hear and to determine any applications for
compensation and reimbursement of expenses of professionals and members of any
Official Committee (and, if applicable, the Unofficial Committee) under Section
330, Section 331, Section 503(b), Section 1103 and/or Section 1129(a)(4) of the
Bankruptcy Code.

     I. Resolution of Controversies. The Bankruptcy Court shall retain the
        ---------------------------
jurisdiction to hear and to determine and resolve any disputes arising in
connection with the interpretation, the implementation or the enforcement of the
Plan.

     J. Other Plan Related Matters. The Bankruptcy Court shall retain the
        --------------------------
jurisdiction to hear and to determine other issues presented by, arising under,
or related to, the Plan and other matters related to the Plan and not
inconsistent with the Bankruptcy Code.

     K. Final Decree. The Bankruptcy Court shall retain the jurisdiction to
        ------------
enter a final decree closing the Case.

     L. Recovery of Assets. The Bankruptcy Court shall retain the jurisdiction
        ------------------
to enter such orders as may be appropriate in connection with the recovery of
the assets of the Debtor, the Liquidating Trust, and the Estate wherever
located.

     M. Tax Related Matters. The Bankruptcy Court shall retain the jurisdiction
        -------------------
to hear and to determine any motions or contested matters involving taxes, tax
refunds, tax attributes and tax benefits and similar or related matters with
respect to the Debtor arising prior to the Effective Date or relating to the
administration of the Cases, including, without limitation, matters involving
federal, state and local taxes in accordance with Section 346, Section 505 and
Section 1146 of the Bankruptcy Code.

     N. Other Determinations. The Bankruptcy Court shall retain the jurisdiction
        --------------------
to determine any other matter not inconsistent with the Bankruptcy Code.

                                  ARTICLE XIII

                          MISCELLANEOUS PLAN PROVISIONS

     A. Modification of the Plan. From the date that the Disclosure Statement is
        ------------------------
approved until Confirmation, the Plan may be modified if: (i) the relevant
creditors' committee agrees that the proposed modification does not adversely
change the treatment of any Claim; or (ii) the Bankruptcy Court, after notice
and a hearing, finds that the proposed modification does not adversely change
the treatment of the Claim of any Creditor. Notwithstanding the foregoing, if
any Class hereunder does not accept the Plan, then before, at, or during the
Confirming Hearing, the Debtor may propose, subject to the approval of the
Bankruptcy Court, to modify the provisions made for such Class or the
Classification of such Class, which modification may be more favorable or less
favorable to the holders of Claims or Interests in such Classes than the
treatment set forth

                                       43

<PAGE>

herein. Any such modification that adversely affects the treatment of a
consenting Class of Claims must be approved by such Class, or approved by the
Bankruptcy Court, to the extent required, after notice and a hearing and a
finding, in accordance with Bankruptcy Rule 3019, that the proposed modification
does not adversely change the treatment of any Claim of any consenting Class of
Creditors. After entry of the Confirmation Order, the Debtor or Reorganized
Debtor, as the case may be, may, upon order of the Bankruptcy Court, amend or
modify the Plan in accordance with Section 1127(b) of the Code, or remedy any
defect or omission or reconcile any inconsistency in the Plan or in the
documents filed pursuant thereto in such manner as may be necessary to carry out
the purpose and intent of the Plan, provided that any modification that changes
the treatment of a Class of Claims must be approved by such Class, or approved
by the Bankruptcy Court, to the extent required, after notice and a hearing and
a finding, in accordance with Bankruptcy Rule 3019, that the proposed
modification does not adversely change the treatment of any Claim of any
consenting Class of Creditors. Notwithstanding any provision of this section
nothing in this section shall affect the right of any Creditor or Creditors to
object to any proposed modification of the Plan.

     B. Revocation of the Plan. The Debtor reserves the right, at any time prior
        ----------------------
to the Effective Date, to file a motion requesting authority from the Bankruptcy
Court to revoke or withdraw the Plan because consummation of the Plan cannot be
achieved. At the hearing to consider such a request, all parties in interest
will be provided with the opportunity to be heard on this issue. In the event
the Bankruptcy Court issues an order authorizing the revocation or withdrawal of
the Plan, then except as provided in this section of the Plan, the Plan and the
Confirmation Order shall be of no further force and effect. To the extent any
executory contracts, contract or other rights or leases are to be assumed or
rejected pursuant to the Plan or the Confirmation Order and to the extent that
any Claim becomes an Allowed Claim or is disallowed pursuant to the Plan, then
if the Plan is withdrawn or revoked, such assumption or rejection and such Claim
allowance or disallowance shall be of no further force or effect.

     C. Exculpation. Neither the Debtor, Reorganized Debtor, the Committees, the
        -----------
Creditors, nor any of their respective officers, directors, employees, members
or agents, nor any professional Persons employed by any of them (collectively
the "Exculpated Persons"), shall have or incur any liability to any Person for
any act taken or omission made in good faith in connection with or related to
formulating, implementing, confirming or consummating the Plan, the Disclosure
Statement or any contract, instrument, release or other agreement or document
created in connection with the Plan. The Exculpated Persons shall have no
liability to any Creditors or Person for actions taken under the Plan, in
connection therewith or with respect thereto in good faith including, without
limitation, failure to obtain Confirmation of the Plan or to satisfy any
condition or conditions, or refusal to waive any condition or conditions
precedent to Confirmation or to the occurrence of the Effective Date. Further,
the Exculpated Persons will not have or incur any liability to any holder of a
Claim, holder of an Interest, other party-in-interest herein or any other Person
for any act or omission in connection with or arising out of their
administration of the Plan or the property to be distributed under the Plan,
except for gross negligence or willful misconduct, and in all respects such
persons will be entitled to rely upon the advice of counsel with respect to
their duties and responsibilities under the Plan.

                                       44

<PAGE>

     D. Payment Dates. Whenever any payment to be made under the Plan is due on
        -------------
a day other than a Business Day, such payment shall instead be made, without
interest, on the next following Business Day.

     E. Payment of Statutory Fees. All fees payable pursuant to Section 1930 of
        -------------------------
Title 28 of the United States Code, shall be paid as required by the Bankruptcy
Code.

     F. Payment of Post-Petition Interest or Attorney's Fees. Unless otherwise
        -----------------------------------------------------
expressly provided in the Plan, or allowed by order of the Bankruptcy Court, the
Debtor shall not be required to pay any holder of a Claim any interest occurring
on or after the Filing Date, or any attorneys' fees, with respect to such Claim.

     G. Section 1146 Exemption. Pursuant to Section 1146(c) of the Bankruptcy
        ----------------------
Code, the issuance, transfer or exchange of any security under the Plan or the
making or delivery of any instrument of transfer pursuant to, in implementation
of, or as contemplated by, the Plan or the revesting, transfer or sale of any
real or personal property of the Debtor pursuant to, in implementation of, or as
contemplated by, the Plan shall not be taxed under any state or local law
imposing a stamp tax, transfer tax or similar tax or fee. The Confirmation Order
shall provide that: pursuant to 11 U.S.C. (S)1146(c) all filing or recording
officers; wherever located and by whomever appointed, are directed to accept for
filing or recording, and to file or record immediately upon presentation
thereof, all deeds, bills of sale, mortgages, leasehold mortgages, deeds of
trust, releases of the same, leasehold deeds of trust, memorandum of lease,
notices of lease, assignments, leasehold assignment, security agreements,
financing statements, negative pledges and other instruments of absolute or
collateral transfer without payment of recording tax, stamp tax, transfer tax or
similar tax imposed by federal, state or local law.

     H. Post-Petition Solicitation. The Debtor, the Reorganized Debtor and their
        --------------------------
officers, agents, employees, representatives (however described/denominated) and
counsel, TBI and its officers, agents, employees, representatives (however
described/denominated) and counsel shall be entitled to all of the rights,
benefits and protections of (S)1125(e), Bankruptcy Code, including, by example
and not limitation, such rights, benefits and protections as they relate to the
offer, issuance, sale or purchase of New Common Stock, Stock Warrants and Stock
Options pursuant to the Plan.

     I. Dissolution of Committees. On the Effective Date, each Official
        -------------------------
Committee to the extent formed and appointed shall automatically dissolve and
all members of such committees shall be discharged from all rights and all
duties arising from, or related to, the Case.

     J. Governing Law. Except to the extent that the Bankruptcy Code or the
        -------------
Bankruptcy Rules are applicable, the Plan shall be governed by, and construed
and interpreted in accordance with, the internal laws of the State of Oklahoma.

     K. Notices. After the Effective Date, any notice or other communication to
        -------
the Reorganized Debtor required or permitted under the Plan shall be in writing
and shall be hand delivered or sent by certified or registered mail, postage
pre-paid, return receipt requested, as follows:

                                       45

<PAGE>

                                Tower Tech, Inc.
                          11935 South I-44 Service Road
                         Oklahoma City, Oklahoma 73173
                          Attn: Robert Brink, President
                            Telephone: (405) 290-7788
                            Telecopy: (405) 979-2131

                                 with copies to:

    Holloway, Dobson, Bachman & Jennings Holloway, Dobson, Bachman & Jennings
                        One Leadership Square, Suite 900
                              211 N. Robinson Ave.
                            Oklahoma City, OK 73102
                   Attn: B. Wayne Dabney Attn: B. Wayne Dabney
                            Telephone: (405) 235-8593
                            Telecopy: (405) 235-1707


                               Holbrook & Toffoli
                           2200 First National Center
                              120 N. Robinson Ave.
                            Oklahoma City, OK 73102
                              Attn: Mark B. Toffoli
                           Telephone: (405) 232-8131
                            Telecopy: (405) 236-1286
                             Taglich Brothers, Inc.
                           1370 Avenue of the Americas
                             New York NY 10019-0000
                            Telephone: (800) 456-1220
                            Telecopy: (212) 509-6587

                                 with copies to:

                             Michael Paul Kirschner
                          The Kirschner Law Firm, P.C.
                           100 N. Broadway, Suite 3360
                            Oklahoma City, OK 73102

         After the Effective Date, any notice or other communication to a holder
of a Claim or an Interest required or permitted under the Plan shall be hand
delivered or shall be sent by certified or registered mail, postage pre-paid,
return receipt requested, to the holder at the address set forth on any proof of
claim filed by the holder or, if the holder has not filed or been deemed to have
filed a proof of claim, at the last known address of the holder as reflected by
the records of the Reorganized Debtor.

                                       46

<PAGE>

     A notice or other communication sent pursuant to this Article XII(J) shall
be deemed given and received upon delivery if hand delivered and three business
days after deposited in the United States mail if sent by registered or
certified mail.

     L.      Indemnification Obligations: Directors and Officers Liability.
             -------------------------------------------------------------

             1. Upon and at all times after the Effective Date, the Reorganized
Debtor's Articles of Incorporation shall contain provisions which (i) eliminate
the personal liability of Reorganized Debtor's former, present and future
directors for monetary damages resulting from breaches of their fiduciary duties
to the fullest extent permitted by applicable law and (ii) require Reorganized
Debtor, subject to appropriate procedures, to indemnify the Debtor's former,
present and future directors and officers to the fullest extent permitted by
applicable law.

             2. On or as of the Effective Date, Reorganized Debtor shall enter
into written agreements with each person who is a director or officer of
Reorganized Debtor as of the Effective Date providing for similar
indemnification of such person and providing that no recourse or liability
whatsoever with respect to the Plan or the consummation of the transactions
contemplated thereby shall be had, directly or indirectly, by or in the right of
the Debtor or Reorganized Debtor against such person.

     M.      Inconsistencies. In the event that there is any inconsistency
             ---------------
between the Plan and the Disclosure Statement, any exhibit to the Plan or any
other instrument or document created or executed pursuant to the Plan, the Plan
shall govern.

     N.      Severability. Subject to the rights of Classes of Creditors to
             ------------
assent to Plan modifications in accordance with Section XII.A. hereof, if the
Bankruptcy Court determines at the Confirmation Hearing that any provision of
the Plan is invalid or unenforceable, such provision shall be severable from the
Plan and null and void and such determination shall in no way limit or affect
the enforceability or operative effect of any or all other portions of the Plan,
and the Bankruptcy Court, on the request of the Debtor, may modify or amend, or
permit the Debtor to modify or amend such provision, in whole or in part, as
necessary to cure any defect or remove any impediment to the confirmation of the
Plan existing by reason of such provision.

     O.      Terms Binding. On the Effective Date, all provisions of the Plan,
             -------------
including all agreements, instruments and other documents filed in accordance
with the Plan and executed in connection with the Plan, shall be binding upon
the Debtor, Reorganized Debtor, all Claim and Interest holders, and all other
entities which are affected in any manner by the Plan, and each of the
aforesaid's respective heirs, executors, administrators, transferees, successors
and assigns, however described or denominated. All agreements, instruments and
other documents filed in connection with the Plan pursuant thereto shall have
full force and effect, and shall bind all parties thereto as of the Effective
Date, whether or not such exhibits shall actually be executed by parties other
than Reorganized Debtor, issued, delivered or recorded on the Effective Date or
thereafter.

                                       47

<PAGE>

     P. Objections to Claims or Interests. The failure by the Debtor to object
        ---------------------------------
to or examine any Claim or Interest for purposes of voting shall not be deemed a
waiver of the right of Debtor, Reorganized Debtor, the Liquidating Trust or any
other party-in-interest to object to or re-examine such Claim or Interest, in
whole or in part.

     Q. Successors and Assigns. The rights of any Person named or referred to in
        ----------------------
the Plan shall inure to the benefit of, and the obligations of any Person named
or referred to in the Plan shall be binding on, any heir, executor,
administrator, successor or assign of such Person.

     R. Retention Of Causes Of Action. Pursuant to Section 1123(b)(3)(B) of the
        -----------------------------
Code, except as provided in the releases expressly set forth in the Plan, the
Debtor and Reorganized Debtor, on behalf of themselves and holders of Allowed
Claims and Allowed Interests, shall retain all Causes of Action which the Debtor
had or had power to assert immediately prior to Confirmation of the Plan,
including without limitation, actions for the avoidance and recovery pursuant to
Section 550 of the Code of transfers avoidable by reason of Sections 544, 545,
547, 548, 549 or 553(b) of the Code. All Causes of Action shall remain the
property of the Debtor, Reorganized Debtor and Liquidating Trust. Nothing
contained in the Plan shall constitute a waiver of the rights, if any, of the
Debtor, Reorganized Debtor or Liquidating Trust to a jury trial with respect to
any Cause of Action or objection to any Claim.

     S. Objections to Confirmation. The Confirmation Order shall provide that,
        --------------------------
to the extent any objections to confirmation of the Plan (including each letter
or other pleading filed with the Court that may be deemed to be such an
objection) have not been presented and ruled upon at the Confirmation Hearing,
but have not been withdrawn or are not cured by the relief granted by the Plan
and Confirmation Order, such objections to confirmation are overruled and
denied; and all such objections deemed withdrawn, with prejudice.

Dated: July 20, 200l

                                  TOWER TECH, INC.



                                  By:   ------------------------------
                                        Robert Brink, President

                                  HOLLOWAY, DOBSON, BACHMAN &
                                  JENNINGS



                                  By:   ------------------------------
                                        B. Wayne Dabney

                                       48

<PAGE>

                                  HOLBROOK & TOFFOLI




                                  By:
                                      ------------------------------
                                      Mark B. Toffoli

                                  COUNSEL TO TOWER TECH, INC.

                                       49