JACOM LEASING                                                   Exhibit 10.35

A DIVISION OF JACOM COMPUTER SERVICES INC.
207 WASHINGTON STREET, NORTHVALE, NEW JERSEY 07647-0947

VENDOR (NAME & ADDRESS)

EQUIPMENT DESCRIPTION:

See Attached Equipment Listing

LEASE NUMBER 3362

SCHEDULE OF PAYMENT

60 MONTHLY PAYMENTS OF $8,798.50 (PLUS TAX)

                           (applicable taxes to be billed

PAYABLE AT SIGNING OF THE LEASE

Last 2              MONTHS PAYABLE IN ADVANCE

MAKE CHECKS PAYABLE TO: JACOM LEASING

EQUIPMENT LOCATION IF OTHER THAN BILLING ADDRESS:


                                 LEASE AGREEMENT

This agreement is made the 22nd day of September 1999 between Jacom Leasing, its
principal  office at 207  Washington  Street,  Northvale,  New Jersey 07647 (the
"Lessor") and Tower Tech,  Inc.,11935 South 1-44 Service Road, Oklahoma City, OK
73189 (the "Lessee").

1. LEASE

Lessor  agrees to lease to Lessee,  and Lessee  agrees to hire from Lessor,  the
personal property (the "Equipment")  described above.  Neither Lessor nor Lessee
shall have any  obligations  hereunder  until the execution and delivery of this
Lease  Agreement.  The terms and  conditions  contained  herein  (including  the
Supplements,  if any  annexed  hereto)  shall  govern the leasing and use of the
Equipment.

2. ADDITIONAL DEFINITIONS
(a)The  "Installation  Date" means the date on which the  Equipment is installed
   at Lessee's site. If Lessee shall fail,  without reasonable cause, to execute
   a delivery and acceptance  certificate  within seven (7) days of the delivery
   of the Equipment at Lessee's site, the  Installation  Date will be considered
   to be seven  (7) days  after the date of  delivery  of the  Equipment  by the
   supplier.

(b)The "Commencement  Date" means, as to the Equipment  designated above,  where
   the Installation Date for such Equipment falls on the first day of the month,
   that date,  and in any other case,  the first day of the month  following the
   month in which such Installation Date falls.

3. TERMS OF LEASE
(a)The term of this  Agreement,  as to all  Equipment  designated  above,  shall
   commence on the Installation Date for such Equipment,  and shall continue for
   an  initial   period  ending  that  number  of  months  from  the  applicable
   Commencement  Date  (the  "Initial  Period");  thereafter,  the  term of this
   Agreement  for  all  such  Equipment  shall  be  automatically  extended  for
   successive  three-month  periods unless and until  terminated by either party
   giving to the other not less than six months' prior written notice.  Any such
   termination  shall be effective only on the last day of the Initial Period or
   the last day of any such  successive  periods.  No Equipment  Schedule may be
   terminated  with  respect  to less  than all  items of  Equipment  identified
   therein.

(b)Any notice of  termination  given by either  party  under this  Agreement  or
   under arty  Supplement  annexed hereto may not be revoked without the written
   consent of the other party.

4. RENTALS

As to the  Equipment,  the monthly  rental payable by Lessee to Lessor is as set
forth above.  Rental shall begin on the  Installation  Date and shall be due and
payable by Lessee in advance on the first day of each month. If the Installation
Date does not fall on the first day of a month, the first payment shall be a pro
rata  portion of the  monthly  rental,  calculated  on a 30-day  basis,  due and
payable on the  Installation  Date. In addition to the monthly  rental set forth
above,  Lessee shall pay to Lessor an amount equal to all taxes paid, payable or
required to be  collected  by Lessor,  however  designated,  which are levied or
based on such rental,  on this Agreement,  or on the Equipment or its use, lease
operation,  control,  or value,  including without  limitation,  state and local
privilege or excise taxes based on gross  revenue,  any penalties or interest in
connection  therewith  or taxes or  amounts in lieu  thereof  paid or payable by
Lessor in respect of the  foregoing,  but excluding  taxes based on Lessor's net
income. Personal property taxes on the Equipment shall be paid by Lessee. Lessee
agrees to file,  on behalf of Lessor,  all  required  property  tax  returns and
reports  concerning the Equipment with all  appropriate  governmental  agencies,
and,  within  not more than 45 days after the due date of such  filing,  to send
Lessor  confirmation of such filing.  Charges for taxes,  penalties and interest
shall be promptly paid by Lessee when invoiced by Lessor.

A late  charge on any past due payment  shall  accrue at the rate of 10% of each
such late  payment for each month such  payment  shall be late,  or if such rate
shall  exceed the maximum rate allowed by law,  then at such maximum  rate,  and
shall be payable on demand.  Late payment  charges  shall be paid not later than
thirty (30) days following the date that the original payment was due.

5. INSTALLATION AND USE OF EQUIPMENT
(a)  Lessee will provide the required  suitable  electric  current  and/or other
     power source to operate the  Equipment and suitable  place of  installation
     for the  Equipment  with all  appropriate  facilities  as  specified by the
     manufacturer.

(b)  Subject  to the  terms  of this  Agreement,  Lessee  shall be  entitled  to
     unlimited  usage of the  Equipment  without  extra charge by Lessor and may
     sell time on the Equipment to third parties.

(c)  Lessee will at all times keep the Equipment in its sole possession and
     control. The Equipment shall not be moved from the locations stated
     above without the prior written consent of Lessor.

 (d) After  prior  notice  to  Lessor,  Lessee  may,  at its own  expense,  make
   alterations  in or add  attachments  to the  Equipment,  provided  that  such
   alterations  or  attachments  do not decrease  the value of the  Equipment or
   interfere  with the normal and  satisfactory  operation or maintenance of the
   Equipment or with  Lessee's  ability to obtain and  maintain the  maintenance
   contract  required by this Agreement.  Unless Lessor shall otherwise agree in
   writing,  all  such  alterations  and  attachments  shall be and  become  the
   property  of Lessor or, at the  option of Lessee,  shall be removed by Lessee
   and the  Equipment  restored at Lessee's  expense to its original  condition,
   reasonable wear and tear only accepted.

6.  MAINTENANCE AND REPAIRS
(a)Lessee shall, during the continuance of this Agreement,  at its expense, keep
   the  Equipment in good working  order and  condition  and make all  necessary
   adjustments, repairs and replacements thereto. Lessee shall not use or permit
   the  Equipment  to be used for any  purpose  for  which,  in the  opinion  of
   manufacturer, the Equipment is not designed or reasonably suitable.

(b)Without  limiting the generality of the foregoing,  Lessee shall,  during the
   continuance of this Agreement, at its own expense, enter into and maintain in
   force  a  contract  with  the  manufacturer   (or  other  qualified   service
   organization  approved  in writing by both  parties)  covering at least prime
   shift  maintenance  of each item of Equipment.  Such contract as to each item
   shall commence upon expiration of the warranty  period,  if any,  relating to
   such items.  Lessee shall furnish Lessor with a copy of such contract(s) upon
   demand.

(c)At the  termination of this Agreement,  Lessee shall, at its expense,  return
   the  Equipment to Lessor (at the  location  designated  by Lessor  within the
   continental United States) in the same operating order, repair, condition and
   appearance  as on the  Installation  Date,  reasonable  wear  and  tear  only
   excepted with all engineering  changes  prescribed by the manufacturer  prior
   thereto  incorporated  therein,  and Lessee  shall  arrange  and pay for such
   repairs  (if  any)  as are  necessary  for the  manufacturer  to  accept  the
   equipment under contract maintenance at its then standard rates.

(d) Lessee   shall  comply  with  all   governmental   laws,   regulations   and
    requirements,  and all insurance  requirements,  if any, with respect to the
    use, maintenance and operation of the Equipment.

7.  OWNERSHIP AND INSPECTION
(a)The  Equipment  shall at all times remain the property of the Lessor.  Lessor
   may affix or request Lessee to affix tags,  decals or plates to the Equipment
   indicating Lessor's  ownership,  and Lessee shall not permit their removal or
   concealment.

(b)It is the  intention  and  understanding  of both  Lessor and Lessee that the
   Equipment shall be and at all times remain separately  identifiable  personal
   property.  Lessee shall not permit the Equipment to be installed in, or used,
   stored or maintained with, any personal property in such manner or under such
   circumstances  that such  Equipment  might be or become  an  accession  to or
   confused with such other personal property;  provided,  however, that the use
   or maintenance in accordance  with normal  operating  procedures of Lessee of
   the Equipment with arty other computer equipment owned by or leased to Lessee
   shall not be a violation of the foregoing provisions of this sentence. Lessee
   shall not  permit  the  Equipment  to be  installed  in or used,  stored,  or
   maintained   with,  any  real  property  in  such  a  manner  or  under  such
   circumstances  that any person  might  acquire  any rights in such  Equipment
   paramount to the rights of Lessor by reason of such Equipment being deemed to
   be real property or a fixture thereon.

(c)Lessee   shall  keep  the   Equipment   free  and  clear  of  all  liens  and
   encumbrances.  Lessee  shall not assign this  Agreement  or any of its rights
   hereunder  or sublease the  Equipment  without the prior  written  consent of
   Lessor,  except that Lessee may, at its expense, upon prior written notice to
   Lessor,  assign this  Agreement  or sublease  the  Equipment to any parent or
   subsidiary corporation,  or to a corporation which shall have acquired all or
   substantially  all of the  property  of Lessee by  merger,  consolidation  or
   purchase.  No permitted assignment or sublease shall relieve Lessee of any of
   its obligations hereunder.

(d) Lessor  or its  agents  shall  have  free  access  to the  Equipment  at all
    reasonable  times for the purpose of  inspection  and for any other  purpose
    contemplated in this Agreement.

(e) Lessee shall immediately  notify Lessor of all details concerning any damage
    or loss arising out of the improper manufacture, functioning or operation of
    the Equipment.

8.  WARRANTIES

(a) Lessor shall, at the request and expense of Lessee,  enforce for the benefit
    of Lessee any rights which  Lessor shall be entitled to enforce  against the
    manufacturer in respect of the Equipment.

(b) EXCEPT   AS   OTHERWISE   SPECIFICALLY   PROVIDED   HEREIN,   THERE  ARE  NO
    REPRESENTATIONS  OR WARRANTIES OF ANY KIND EXPRESS OR IMPLIED,  WITH RESPECT
    TO THE CONDITION OR  PERFORMANCE OF THE EQUIPMENT,  ITS  MERCHANTABILITY  OR
    FITNESS FOR A PARTICULAR  PURPOSE, OR WITH RESPECT TO PATENT INFRINGEMENT OR
    THE LIKE.  LESSOR SHALL HAVE NO  LIABILITY TO LESSEE FOR ANY CLAIM,  LOSS OR
    DAMAGE OF ANY KIND OR NATURE WHATSOEVER, NOR SHALL THERE BE ANY ABATEMENT OF
    RENTAL,  ARISING  OUT  OF  OR IN  CONNECTION  WITH  (i)  THE  DEFICIENCY  OR
    INADEQUACY  OF THE  EQUIPMENT  FOR ANY  PURPOSE,  WHETHER  OR NOT  KNOWN  OR
    DISCLOSED TO LESSOR,  (ii) ANY DEFICIENCY OR DEFECT IN THE EQUIPMENT,  (iii)
    THE USE OR PERFORMANCE OF THE EQUIPMENT,  (iv) ANY  INTERRUPTION  OR LOSS OF
    SERVICE  OR USE OF THE  EQUIPMENT,  or (v) ANY  LOSS OF  BUSINESS  OR  OTHER
    CONSEQUENTIAL  LOSS OR  DAMAGE  WHETHER  OR NOT  RESULTING  FROM  ANY OF THE
    FOREGOING.  LESSEE WILL DEFEND,  INDEMNIFY AND HOLD LESSOR HARMLESS  AGAINST
    ANY AND ALL CLAIMS,  DEMANDS AND LIABILITIES ARISING OUT OF OR IN CONNECTION
    WITH THE DESIGN. MANUFACTURE, POSSESSION OR OPERATION OF THE EQUIPMENT.

9. SECURITY INTEREST
(a)In the event that Lessor  transfers or assigns or grants a security  interest
   in all or any part of its rights in this Agreement, the Equipment and/or sums
   payable hereunder to the third party,  whether as collateral security for any
   loans  or  advances  made or to be made to  Lessor  by such  third  party  or
   otherwise,  Lessee, upon receipt of notice of any such transfer or assignment
   and instructions from Lessor, shall pay its obligations  hereunder or amounts
   equal  thereto to the third party (or to arty other party  designated  by the
   third  party),  and  Lessee's  obligations  hereunder  shall be absolute  and
   unconditional  and  shall  not  be  subject  to  any  abatement,   reduction,
   recoupment,  defense,  offset or  counterclaim  available  to Lessee  against
   Lessor for any reason whatsoever; nor, except as otherwise expressly provided
   herein,  shall this Agreement  terminate,  or the  respective  obligations of
   Lessor or  Lessee  be  otherwise  affected,  by  reason of any  defect in the
   Equipment,  condition,  design,  operation  or fitness for use thereof or any
   loss or destruction of the Equipment or any part thereof,  the prohibition of
   or other restriction against Lessee's use of the Equipment,  the interference
   with such use by any private person or entity, or by reason of any failure by
   Lessor to perform any of its obligations  herein  contained,  or by reason of
   any other  indebtedness  or  liability,  howsoever and whenever  arising,  of
   Lessor  to  Lessee  or to any other  person,  firm or  corporation  or to any
   governmental  authority or for any other cause whether  similar or dissimilar
   to the foregoing, any present or future law to the contrary  notwithstanding,
   it being the  intention  of the  parties  hereto  that the Rental  payable by
   Lessee  hereunder shall continue to be payable in all events and at the times
   herein provided, except as otherwise expressly provided for herein.

(b)On the Installation Date as to the Equipment,  Lessee will furnish to Lessor,
   and/or  its  assignee,  a  certificate  signed by an officer of Lessee to the
   effect  that:  Lessee  has  full  power  and  authority  to enter  into  this
   Agreement; this Agreement has been duty authorized; executed and delivered by
   Lessee and is its valid and binding  obligation,  enforceable  in  accordance
   with its terms;  no  approval,  consent,  or  withholding  of  obligation  is
   required from any governmental authority with respect to the entering into or
   performance of this Agreement by Lessee;  the entering into or performance of
   this Agreement by Lessee does not and will not violate a judgment, order, law
   or regulation  applicable to Lessee or any provision of Lessee's  certificate
   of incorporation or by-laws or result in a breach of, or constitute a default
   under, or result in the creation of any lien,  charge,  security  interest or
   other  encumbrance  upon any  assets of Lessee  or on the  Equipment  or this
   Agreement  pursuant to, any indenture,  mortgage,  deed of trust,  bank loan,
   credit  agreement or other  instrument to which Lessee is a party or by which
   it or its assets may be bound: the Equipment is located at Lessee's  facility
   as  shown  above;  the  Equipment  has  been  and is  then  operating  to the
   satisfaction  of  Lessee;  Lessee  has no  right,  title or  interest  in the
   Equipment or any part thereof except the rights,  title and interest  therein
   as Lessee thereof under this Agreement;  and that, on the Installation  Date,
   this  Agreement  is in full  force and  effect,  neither  party is in default
   hereunder,  and Lessee's  obligations  hereunder  are subject to no defenses,
   setoffs or counterclaims.  In addition, Lessee agrees promptly to execute and
   deliver to Lessor standard form UCC-1  financing  statements (to be filed for
   information  purposes  only)  as well as such  other  agreements,  documents,
   instruments  and  certificates as Lessor may reasonably  request  (including,
   without  limitation,  an  opinion of counsel  and  certified  copies of Board
   resolutions,  both in form and substance  satisfactory to Lessor) in order to
   effect  Lessor's  purchase of the  Equipment  or  financing  thereof.  Lessee
   authorizes Lessor to file a financing statement with respect to the Equipment
   signed only by the Lessor where  permitted by the Uniform  Commercial Code or
   other   applicable   law.   Lessee   hereby   appoints   Lessor  as  lessee's
   attorney-in-fact  to execute such financing  statement on Lessee's behalf and
   to do all acts or things which Lessor may deem  necessary to protect  Lessors
   fide and interest  hereunder.  Lessor and Lessee further agree that a carbon,
   photographic or other  reproduction of this Lease may be filed as a financing
   statement and shall be sufficient as a financing  statement under the Uniform
   Commercial Code or other applicable law. It is the intent of the parties that
   this is a true  lease,  and the  filing of a  financial  statement  under the
   Uniform  Commercial  Code or other  applicable  law shall not be construed as
   evidence that any security  interest was intended to be created,  but only to
   give public notice of Lessor's  ownership of the Equipment.  If this Lease is
   deemed at any time to be one intended as security then Lessee grants Lessor a
   security  interest in the Equipment and the proceeds from the sale,  lease or
   other disposition of the Equipment.

10.  MISCELLANEOUS CHARGES
Except as otherwise  specifically  provided in this Agreement,  it is understood
and agreed  that this is a net lease,  and that,  as between  Lessor and Lessee,
Lessee  shall  be  responsible  for all  costs  and  expenses  of  every  nature
whatsoever  arising out of or in connection with or related to this Agreement or
the  Equipment  (such  as,  but  not  limited  to,  transportation  in and  out,
transportation insurance, rigging, drayage, packing, installation and disconnect
charges).  On the commencement of this Lease,  Lessee agrees to pay to Lessor an
administrative  fee,  not to exceed  $100.00 to  reimburse  Lessor for its lease
initiation and recording costs.

11.  SECURITY DEPOSIT
As security for the prompt and full payment of the amounts due under this Lease,
and Lessee's  complete  performance of all of its obligations  under this Lease,
and any  extension  or renewal  hereof,  Lessee has  deposited  with  Lessor the
security amount set forth in the section shown as "Schedule of Payments". In the
event  any  default  shall  be  made  in the  performance  of  any  of  Lessee's
obligations  under  this  Lease,  Lessor  shall  have  the  right,  but  not the
obligation,  to apply the security deposit to the curing of such default. Within
fifteen  (15) days after  Lessor  mails notice to Lessee that Lessor has applied
any portion of the security  deposit to the curing of any default,  Lessee shall
restore  said  security  deposit  to the full  amount  set forth  above.  On the
expiration  or  earlier  termination  or  cancellation  of  this  Lease,  or any
extension or renewal hereof, provided Lessee has paid all of the rent called for
and fully  performed all other  provisions of this Lease,  Lessor will return to
the  Lessee  any  then  remaining  balance  of said  security  deposit,  without
interest. Said security deposit may be commingled with Lessor's other funds.

12.  RISK OF LOSS ON LESSEE
Lessee  shall  obtain  and  maintain  from the time  Lessee  executes a document
evidencing  physical  receipt of the  Equipment  and for the entire term of this
Agreement,  at its own expense,  property  damage and  liability  insurance  and
insurance against loss or damage to the Equipment including, without limitation,
loss by fire (including  so-called extended coverage) theft and such other risks
of loss  as are  customarily  insured  against  the  type  of  Equipment  leased
hereunder by any businesses in which Lessee is engaged, in such amounts, in such
form and with  such  insurers  as shall be  satisfactory  to  Lessor;  provided,
however,  that the amount of insurance  against loss or damage to the  Equipment
shall  not be less  than  the  greater  of the  full  replacement  value  of the
Equipment or the  installments of rent then remaining  unpaid hereunder plus any
renewal or purchase options  contained  herein.  Each insurance policy will name
Lessee as an insured and Lessor as an additional  insured and loss payee thereof
as  Lessor's  interest  may appear,  and shall  contain a clause  requiring  the
insurer to give Lessor at least 10 days prior written  notice of any  alteration
in the terms of such policy or of the cancellation thereof. Lessee shall furnish
to Lessor a certificate  of insurance or other evidence  satisfactory  to Lessor
that such insurance coverage is in effect provided,  however,  that Lessor shall
be under no duty  either  to  ascertain  the  existence  of or to  examine  such
insurance policy or to advise Lessee in the event such insurance  coverage shall
not comply with the  requirements  hereof.  Lessee further agrees to give Lessor
prompt notice of any damage to, or loss of, the Equipment,  or any part thereof.
Lessor shall be named as the Loss Payee on such policies, which shall be written
by an insurance company of recognized responsibility Lessee agrees to insure the
interest of any third party (referred to in Paragraph 9 of this Agreement) under
a standard  mortgagee  clause.  Evidence  of such  insurance  coverage  shall be
furnished to Lessor upon demand.  If Lessee shall fail to provide such insurance
coverage or  evidence  thereof,  then  Lessor  will have the right,  but not the
obligation, to have such insurance protecting Lessor placed at Lessee's expense.
Lessee's  expense shall include the full premium paid for such insurance and any
customary  charges or fees of Lessor or of Lessor's  assignees  associated  with
such insurance. Lessee shall pay such amounts upon presentation by the Lessor of
such  premiums  and  associated  charges.  If any item of  Equipment is rendered
unusable  as a  result  of any  physical  damage  to,  or  destruction  of,  the
Equipment,  the Lessee  shall give  Lessor  immediate  notice  thereof  and this
Agreement  shall  continue  in full force and effect  without any  abatement  of
rental.  Lessee  shall  determine,  within  fifteen  (15) days after the date of
occurrence of such damage or destruction,  whether such item of Equipment can be
repaired.  In the event Lessee  determines  that such item of  Equipment  can be
repaired,  Lessee,  at its  expense,  shall cause such item of  Equipment  to be
promptly  repaired.  In the event Lessee  determines  that the item of Equipment
cannot be repaired,  Lessee, at its expense. shall promptly replace such item of
Equipment and convey title to such  replacement  to Lessor free of all liens and
encumbrances,  and this Lease shall  continue in full force and effect as though
such damage or destruction had not occurred.  All proceeds of insurance received
by Lessor or Lessee under the policy  referred to in the preceding  paragraph of
this section shall be applied toward the cost of any such repair or replacement.

13.  INDEMNIFICATION
Lessee  hereby  agrees  to  assume  liability  for,  and  does  hereby  agree to
indemnify, protect, save and keep harmless Lessor and its respective successors,
assigns, legal representatives,  agents and servants,  from and against, any and
all liabilities,  obligations,  losses,  damages,  penalties,  claims.  actions,
suits, costs,  expenses or disbursements  (including legal fees and expenses) of
any kind and nature  whatsoever which may be imposed on, incurred by or asserted
against   Lessor  or  any  of  its   respective   successors,   assigns,   legal
representatives, agents and servants (whether or not also indemnified against by
the  manufacturer(s) or any other person), in any way relating to or arising out
of this  Lease  or any  document  contemplated  hereby,  or the  performance  or
enforcement of any of the terms hereof, or in any way relating to or arising out
of the manufacture,  purchase,  acceptance,  rejection, return lease, ownership,
possession,  use,  condition,  operation,  sale  or  other  disposition  of  the
Equipment  or  any  accident  in  connection   therewith   (including,   without
limitation,  latent or other defects,  whether or not  discoverable);  provided,
however, that Lessee shall not be required to indemnity Lessor or its respective
successors,  assigns,  legal  representatives,  agents and servants, for loss or
liability in respect of any item of Equipment  arising from acts or events which
occur after  possession of such item of Equipment has been returned to Lessor or
loss or liability  resulting from the willful  misconduct or gross negligence of
the party otherwise to be indemnified hereunder. Lessee agrees that Lessor shall
not be liable to Lessee for any liability, claim, loss, damage or expense of any
kind or nature arising in strict  liability or caused  directly or indirectly by
the  inadequacy  of the  Equipment  for any purpose or any  deficiency or defect
therein  or the  use  or  maintenance,  thereof  or any  repairs,  servicing  or
adjustments  thereto or any delay in providing or failure to provide any thereof
or any interruption or loss of service or use thereof or any loss of business.

14.      REMEDIES

Lessee  shall be in  default  hereunder,  and  there  shall be a breach  of this
Agreement, if:

(a) Lessee fails to pay any installment of rent within twenty (20) days when the
same becomes due and payable.

(b) Lessee attempts to remove,  sell,  transfer,  encumber,  sublet or part with
    possession  of the  Equipment  or any items  thereof,  except  as  expressly
    permitted herein.

 (c) Lessee  shall  fail to  observe  or  perform  any of the other  obligations
   required to be observed or  performed by Lessee  hereunder,  and such failure
   shall  continue  uncured for ten (10) days after  written  notice  thereof to
   Lessee by Lessor.

 (d) Lessee ceases doing  business as a going  concern,  makes an assignment for
   the benefit of creditors, admits in writing its inability to pay its debts as
   they become due, files a voluntary  petition in bankruptcy,  is adjudicated a
   bankrupt  or  an  insolvent,   files  a  petition   seeking  for  itself  any
   reorganization,    arrangement,   composition,   readjustment,   liquidation,
   dissolution or similar  arrangement under any present or future statute,  law
   or  regulation,  or files an answer  admitting the material  allegations of a
   petition filed against it in any such proceeding,  consents to, or acquiesces
   in the appointment of, a trustee,  receiver, or liquidator of it or of all or
   any  substantial  part  of  its  assets  or  properties,  or  if  it  or  its
   shareholders shall take any action looking to its dissolution or liquidation.

 (e) Within 30 days after the  commencement  of any  proceedings  against Lessee
   seeking reorganization,  arrangement, readjustment,  liquidation, dissolution
   or similar  relief under any present or future  statute,  law or  regulation,
   such  proceedings  shall not have been dismissed,  or if within 30 days after
   the  appointment  without  Lessee's  consent or  acquiescence of any trustee,
   receiver or liquidator of it or of all or any substantial  part of its assets
   and properties, such appointment shall not be vacated.

In the event  that  Lessee is in default  hereunder,  then,  in any such  event,
Lessor may at its option do any or all of the following: (i) by notice to Lessee
terminate  this  Agreement  as to all the  Equipment;  (ii)  whether or not this
Agreement is terminated as to all or any  Equipment,  take  possession of any or
all of the Equipment  wherever  situated,  and for such purpose,  enter upon any
premises without  liability for so doing;  (iii) sell,  dispose of, hold, use or
lease any of the Equipment as Lessor in its sole discretion may decide,  without
any duty to account to Lessee; (iv) by notice to Lessee, declare immediately due
and payable all monies to be paid by Lessee during the Initial Period or, if the
Initial Period has then expired,  declare immediately due and payable all monies
to be paid during any term  (extended as provided in Paragraph 3(a) hereof) then
in effect,  and Lessee  shall  thereupon be obliged to pay such monies to Lessor
immediately.  Lessee  shall in any event  remain  fully  liable  for  reasonable
damages as provided by law and for all costs and expenses  incurred by Lessor on
account of such  default,  including all court costs and  reasonable  attorney's
fees.  The waiver by Lessor of any breach of any  obligation of Lessee shall not
be deemed a waiver of such obligation or of any subsequent breach of the same or
any other obligation.  The subsequent acceptance of rental payments hereunder by
Lessor  shall  not be deemed a waiver  of any  prior  existing  breach by Lessee
regardless of Lessor's  knowledge of such prior  existing  breach at the time of
acceptance  of such  rental  payments.  The rights  afforded  Lessor  under this
Paragraph  shall not be deemed to be exclusive,  but shall be in addition to any
rights or remedies provided by law.

15. PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR
If Lessee shall be in default hereunder, Lessor may thereafter,  without thereby
waiving any  obligation of Lessee or such default make the payment or perform or
comply with the agreement, the nonpayment,  nonperformance or noncompliance with
which caused such default,  and the amount of such payment and the amount of the
reasonable  expenses of Lessor  incurred in connection  with such payment or the
performance of or compliance with such  agreement,  as the case may be, shall be
payable by Lessee upon demand.

                                    LEASE APPLICATION
Vendor            Vendor Full Name               Telephone


Lessee Full Company Name                                Fax
Tower Tech, Inc.
Address                      City                       State              zip
11935 South 1-44 Service Rd. Oklahoma City              OK                 73189

Telephone No.                       Contact Person                  Title

Business Structure:
Proprietorship
Partnership
Corporation

 X   Monthly Rental                    Lease Term                 No. of Mos. 6

No. of Years in Business

Equipment cost

Equipment Description                       Type of Business

 See Attached Equipment Listing

    NOTICE:  IF YOUR  APPLICATION  FOR BUSINESS  CREDIT IS DENIED,  YOU HAVE THE
RIGHT TO A WRITTEN  STATEMENT OF THE SPECIFIC REASONS FOR THE DENIAL.  TO OBTAIN
THE  STATEMENT,  PLEASE  CONTACT THE LESSOR NAMED HEREIN WITHIN 60 DAYS FROM THE
DUE YOU ARE NOTIFIED OF OUR  DECISION.  WE WILL SEND YOU A WRITTEN  STATEMENT OF
REASONS  FOR THE  DENIAL  WITHIN  30  DAYS OF  RECEIVING  YOUR  REQUEST  FOR THE
STATEMENT THE FEDERAL EQUAL CREDIT  OPPORTUNITY  ACT  PROHIBITS  CREDITORS  FROM
DISCRIMINATING  AGAINST CREDIT APPLICANTS ON THE BASIS OF RACE, COLOR, RELIGION,
NATIONAL  ORIGIN,  SEX,  MARITAL  STATUS,  AGE  (PROVIDED  THE APPLICANT HAS THE
CAPACITY  TO  ENTER  INTO  A  BINDING  CONTRACT);  BECAUSE  ALL OR  PART  OF THE
APPLICANTS  INCOME DERIVES FROM ANY PUBLIC  ASSISTANCE  PROGRAM;  OR BECAUSE THE
APPLICANT  HAS IN GOOD  FAITH  EXERCISED  ANY RIGHT  UNDER THE  CONSUMER  CREDIT
PROTECTION  ACT. THE FEDERAL AGENCY THAT  ADMINISTERS  COMPLIANCE  WITH THIS LAW
CONCERNING  THIS  CREDITOR  IS  FEDERAL  TRADE   COMMISSION,   ECOA  COMPLIANCE,
WASHINGTON, DC 20581.

                     GUARANTOR  INFORMATION  REQUESTED FOR ALL  CORPORATIONS  IN
                     BUSINESS  LESS  THAN  THREE  YEARS,  AND ALL  PARTNERSHIPS,
                     PROPRIETORS, PROFESSIONALS AND SERVICE RELATED BUSINESSES.

NAME:

HOME ADDRESS

NAME: ..  ADDRESS

SOC.SEC. NO.

SOC. SEC. NO

REFERENCES: (LIST BANK OR BANKS. PREVIOUS BANK REQUIRED IF APPLICANT HAS BEEN AT
PRESENT BANK LESS THAN TWO YEARS)

PRESENT BANK
OF APPLICANT

PREVIOUS OR SECOND BANK OF APPLICANT

BRANCH:                         PHONE:

NAME OF                       ACCOUNT NO.
BANK OFFICER:

 LOAN-LEASE-TRADE REFERENCES: NAME AND ADDRESS

1.

2.

3.

BRANCH:                         PHONE:

NAME OF                       ACCOUNT NQ
BANK OFFICER:

PHONE:

CONTACT

1 AUTHORIZE THE RELEASE OF ANY CREDIT OR FINANCIAL INFORMATION TO:

AUTHORIZED SIGNER & TITLE

         FINANCIAL STATEMENTS GENERALLY REOUIRED ON TRANSACTIONS OVER $15,000.

         CERTIFICATE OF DELIVERY AND ACCEPTANCE OF LEASED EQUIPMENT
         Lease Number: 3362

         Lessee hereby  acknowledges  receipt of the equipment  described in its
Lease with Lessor (the "Equipment") and accepts the

         Equipment  after  full  inspection  thereof  as  satisfactory  for  all
         purposes of the Lease.  Lessee  acknowledges  that Lessor has fully and
         satisfactorily  performed all covenants and  conditions to be performed
         by Lessor.

                             TOWER TECH, INC.

      DATE OF DELIVERY       LESSEE

      September 22, 1999     ss/CHARLES D. WHITSITT, C.F.O.
                               ---------------------------
      DATE OF LEASE            LESSEE
      9/24/99                  Charles D. Whitsitt
                              (Print Name of Signor)

16.GENERAL

(a)This  Agreement  shall not be binding upon Lessor unless signed on its behalf
   by a duly  authorized  officer.  This Agreement  shall be deemed to have been
   made in the State at New Jersey and shall be governed in all  respects by the
   laws of such State.

(b)This Agreement  constitutes  the entire  Agreement  between Lessee and Lessor
   with respect to the  Equipment,  and no covenant,  condition or other term or
   provision may be waived or modified orally.

(c)All notices  hereunder  shall be in writing and shall be  delivered in person
   or sent by registered or certified mail,  postage prepaid,  to the address of
   the other  party as set forth  herein or to such other  address as such party
   shall have designated by proper notice.

ACCEPTED: JACOM LEASING
          A Division of Jacom Computer Services Inc.

TITLE

LESSEE (FULL LEGAL NAME)
Tower Tech, Inc.

11935 South 1-44 Service Road

Oklahoma City                                OK         73189
CITY                  COUNTY                 STATE                 zip

PHONE NO. (                               DATED:

(The  undersigned  certifies  that the  Equipment  shall  be used  for  business
purposes and agrees that no modification to this Lease will be effective  unless
made in writing and

signed by both parties.

BY       ss/CHARLES D. WHITSITT, CFO
         ---------------------------

PRINT NAME  Charles D. Whitsitt

                                PERSONAL GUARANTY

                    *Guarantor must provide  Personal  Financial  Statements and
                    most  recent,  Personal  Tax  Return  before  Lease  will be
                    approved.

I  guarantee  that the  Lessee  will  make all  payments  and pay all the  other
required  charges  required  under this Lease when they are due and will perform
all other obligations under the Lease fully and promptly.  I also agree that you
may make other  arrangements with the Lessee and I will still be responsible for
those payments and other obligations. You do not have to notify me if the Lessee
fails to meet all of its  obligations  under the Lease.  If Lessee fails to meet
all of its  obligations,  I will  immediately pay in accordance with the default
provisions  of the Lease all sums due under the  anginal  terms of the Lease and
will perform all other  obligations  of Lessee under the Lease. I will reimburse
you for all the expenses you incur in enforcing  any of your rights  against the
Lessee or me, including  attorney fees. If this is a corporate  guaranty,  it is
authorized by the Board of Directors of the guaranteeing corporation. If this is
a partnership guaranty, it is authorized under the partnership  agreement.  THIS
GUARANTY  SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY.  I AGREE AND
CONSENT  THAT THE  COURT OF THE STATE OF NEW  JERSEY  FOR  BERGEN  COUNTY OR ANY
FEDERAL   DISTRICT  COURT  HAVING   JURISDICTION   IN  THAT  COUNTY  SHALL  HAVE
JURISDICTION  AND SHALL BE PROPER  LOCATION  FOR THE  DETERMINATION  OF DISPUTES
ARISING  UNDER  THIS  LEASE.  I agree  and  consent  that  you may  serve  me by
registered or certified mail, which will be sufficient to obtain jurisdiction. I
waive trial by jury in any action between us

WITNESS SIGNATURE  DATED  PERSONAL GUARANTOR SIGNATURE, AN INDIVIDUAL      DATED
X                         X
witness SIGNATURE  DATED  PERSONAL GUARANTOR SIGNATURE, AN INDIVIDUAL      DATED


SECRETARY'S CERTIFICATE RELATING TO
INCUMBENCY AN CORPORATE RESOLUTIONS

The undersigned,                  Patty Lewis Poag

Secretary of TOWER TECH, INC.

An Oklahoma Corporation (herein the "Corporation"), does hereby certify:

         1 . That he/she is the duly elected,  qualified and acting Secretary of
the  Corporation  and has the  custody of the  corporate  records,  minutes  and
corporate seal.

         2.  That  the  following   names   person(s)   has/have  been  properly
designated,  elected and assigned to the office in such corporation as indicated
below; that such person(s) hold(s) such office at this time an that the specimen
signature  appearing  beside the name of such  officer  is his true and  correct
signature:

     NAME                          TITLE                     SPECIMEN SIGNATURE

Charles D Whitsitt CFO

         3.       Under the Certificate of Incorporation and By-Laws of the
Corporation all corporate officers have the authority to bind the Corporation to
        contractual obligations.

         4. That  he/she is one of the duly  authorized  and proper  officers of
such corporation to make certificates in its behalf and that she has caused this
certificate  to be  executed  and the  seal of the  corporation  to be  hereunto
appended this 28th day of September, 1999.

(Corporate Seal)



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

<PAGE>






                            EQUIPMENT SCHEDULE NO. 2
        LEASE AGREEMENT NO. 3362 DATED SEPTEMBER 22,1999 ("LEASE")

                              BETWEEN JACOM LEASING

                   A DIVISION OF JACOM COMPUTER SERVICES, INC

                                   ("LESSOR")

                                                 AND TOWER TECH. INC. ("LESSEE")

1.  Equipment:

Item No.      Qty           Equip. Type          Model/Feature       Description
--------      ---           -----------          -------------       -----------


                                EXTRUSION MACHINE

2.  Equipment Location:


                          11935 SOUTH 1-44 SERVICE RD.
                             OKLAHOMA CITY, OK 73189

3.  Initial Period:    60 Months from Commencement Date
                       (Last 2 Months payable in advance)

4. Monthly Rental: $6,460.88

All of the terms and conditions of the above  described  Lease  Agreement  #3362
dated September 22, 1999 are  incorporated  herein by reference.  Each Equipment
Schedule shall constitute a separate Lease Agreement.

Lessor:                                                       Lessee:
JACOM LEASING A DIVISION                    TOWER TECH, INC.
OF JACOM COMPUTER SERVICES, INC.

By:__________________                                By  ss/CHARLES D. WHITSITT
                                                     --------------------------
Title:________________                               Title:  CFO
Date:________________                                Date:   11/9/99