LOAN MODIFICATION AGREEMENT

         THIS LOAN MODIFICATION AGREEMENT  ("Agreement") is made effective as of
the 3rd  day of  April,  2000,  by and  among  TOWER  TECH,  INC.,  an  Oklahoma
corporation,   (the   "Borrower");   HAROLD  D.  CURTIS,   an  individual   (the
"Guarantor"),  and PEOPLE  FIRST BANK,  an Oklahoma  state  banking  corporation
("Bank").

RECITALS

         A.  Borrower is indebted to Bank  pursuant to that  certain  promissory
note dated April 23, 1999 in the original principal amount of $6,500,000.00 (the
"Note")  executed and  delivered  in  connection  with that certain  Amended and
Restated Loan  Agreement of even date with the Note by and between the Borrower,
Guarantor  and the Bank (the "Loan  Agreement").  The Note is secured by,  among
other things,  that certain Security  Agreement executed by Borrower in favor of
Bank  and  dated of even  date  with the Note  (the  "Security  Agreement")  the
guarantee of the Guarantor of even date with the Note (the "Guaranty"). The Loan
Agreement,  Note, Security  Agreement,  Guaranty and all other written documents
executed  in  connection   therewith,   together  with  any  written   renewals,
modifications  and/or  extensions  thereof are  collectively  referred to as the
"Loan Documents".  Words and phrases not otherwise defined herein shall have the
meaning given in the Loan Agreement.

         B. Borrower and Guarantor  acknowledge  that, as of the effective  date
hereof,  the  indebtedness  evidenced  by the Note is due and  owing to the Bank
without right of setoff.  Borrower and Guarantor have requested that Bank extend
the time of repayment of all obligations  under the Loan  Documents,  including,
without limitation the Note, until June 1, 2000, in reliance upon the covenants,
representations,  and warranties of Borrower and Guarantor  herein and for other
good and valuable consideration.

AGREEMENT

         For and in consideration of the mutual covenants  contained herein, Ten
Dollars  ($10.00),  and other good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  Borrower,  Guarantor,  and Bank
agree as follows:

     1.  Recitals.  The foregoing  recitals are confirmed by the parties as true
and  correct  and are  incorporated  herein by  reference.  The  recitals  are a
substantive, contractual part of this Agreement.

<PAGE>



     2. No Waiver. The execution,  delivery and performance of this Agreement by
Bank  and the  acceptance  by Bank of  performance  of  Borrower  and  Guarantor
hereunder (a) shall not constitute a novation of the Loan Documents as it is the
intent of the parties to modify the Loan  Documents as expressly set out herein,
and (b)  except  as  expressly  provided  in this  Agreement,  shall be  without
prejudice  to, and is not a waiver or release of,  Bank's  rights at any time in
the  future  to  exercise  any and all  rights  conferred  upon Bank by the Loan
Documents  or otherwise  at law or in equity,  including  but not limited to the
right to  accelerate  the Note,  if not already  accelerated,  and to  institute
collection  proceedings  against  Borrower  and/or  Guarantor  and/or  any night
against any other person or entity not a party to this Agreement.  Similarly, by
the  execution,  delivery,  and  performance  of this  Agreement by Borrower and
Guarantor,  jointly  and  severally,  waive any and all claims now or  hereafter
arising from or related to the Bank's  exercise of any rights or remedies  under
the Loan  Documents.  The Bank waives all  defaults of the Loan  Agreement  that
occurred  prior to the date of this  Agreement,  and further waives its right to
accelerate the Note for defaults occurring prior to the date hereof.

     3.  Acknow1edement  of Amounts Due and  Maturity  Date.  Bank and  Borrower
acknowledge  that (a) the  outstanding  balance of the Note as of the date first
hereinabove  stated is  $5,088,160.00  in unpaid principal (the "Note Balance"),
and $52,997.46 in accrued, unpaid interest. Borrower and Guarantor waive any and
all rights to notice of payment default or any other default, protest and notice
of protest,  dishonor,  diligence in collecting and the bringing of suit against
any party, notice of intention to accelerate, notice of acceleration, demand for
payment and any other  notices  whatsoever  regarding the Note or the other Loan
Documents,  and further waive any claims that any notices  previously  given are
insufficient  for  any  reason.   All  obligations  under  the  Loan  Documents,
including, without limitation the Note, shall be due and payable in fill on June
1, 2000.

     4. Advances. Borrower acknowledges and agrees that it shall not be entitled
to, nor shall Borrower  request,  any  additional  advances under the Note which
would cause the  principal  balance  thereunder to exceed the lesser of the Note
Balance or the Borrowing Base; provided,  however, in the event the Note Balance
is reduced by the payment  thereof,  and there otherwise exists no Default under
the Loan  Documents,  Borrower  may  request,  and Bank will  honor,  additional
advances  under  the  Note to the  extent  the  same,  when  added  to the  then
outstanding  principal  balance  of the Note,  will not exceed the lesser of the
Note Balance or Borrowing Base.

     5. Eligible  Receivable.  The definition of Eligible  Receivable at Section
1.2.17 of the Loan Agreement is amended to delete the last sentence  thereof and
add  in  its  place  the  following:  "At  any  particular  date,  the  Eligible
Receivables  shall  be the sum of the  unpaid  principal  balance  of all of the
accounts receivable, as defined above; provided,  however, that Receivables from
any one account debtor shall not exceed 20% of the Eligible Receivables,  unless
otherwise  approved  in writing  by the Bank;  provided  further,  that this 20%
limitation shall not apply to the accounts  receivable owed to the Borrower from
Cinergy Corp., with its offices at 139 East Fourth Street, Cincinnati, Ohio."
<PAGE>


     6.  Borrowing  Base  Certificate.  On  Tuesday of each week  hereafter  (as
limited by Section 4 herein),  Borrower  shall provide the Bank with a Borrowing
Base Certificate and Compliance  Statement,  in the form attached as Exhibit "E"
to the  Loan  Agreement  using  Borrower's  best  estimates,  and  methodologies
adequately  described  to and  approved  by Bank  and  consistently  applied  by
Borrower,  and on or before ten (10) days after the end of each month hereafter,
Borrower shall provide the Bank with a Borrowing Base Certificate and Compliance
Statement, in the form attached as Exhibit "E" to the Loan Agreement,  certified
by an officer of Borrower as true and correct.

     7. Sales Detail Report.  The Borrower  agrees to provide Bank, on or before
Tuesday of each week, the Borrower's weekly sales detail report in the same form
as such report is currently being prepared by Borrower.

     8. Net Worth  Covenant.  Section  6.10.1 is hereby  amended to provide that
Borrower's  minimum  Tangible Net Worth shall be at least  $1,400,000.00  at all
times during the term of this Agreement.

     9. Subordinated Debt. Notwithstanding the provisions of Section 7.10 of the
Loan Agreement, during the term of this Agreement,  Borrower agrees that it will
not make any payment of interest or principal  due under any of it  subordinated
debentures.

     10. Condition  Precedent to Bank's  Performance.  Notwithstanding  anything
contained in this Agreement to the contrary,  the Bank shall not be obligated to
further  perform or honor its  agreements  hereunder  unless Bank receives funds
from Borrower in the approximate amount of $1,481,000.00,  on or before April 7,
2000, in connection  with contract  number 101550,  dated March 31, 2000 between
Borrower and Cinergy Corp.

     11.  Representations  and  Warranties.  In order to induce Bank to execute,
deliver,  and  perform  this  Agreement,  Borrower  and  Guarantor  warrant  and
represent to Bank that:

(a)  this  Agreement is not being made or entered into with the actual intent to
     hinder,  delay,  or defraud any entity or person,  and Guarantor is solvent
     and is not bankrupt,  and attached hereto as Exhibit "A" are the Borrower's
     February 28, 2000  financial  statements  which are true and correct in all
     material respects;
(b)  this  Agreement is not intended by the parties to be a novation of the Loan
     Documents and, except as expressly modified herein, all terms,  conditions,
     rights  and  obligations  as set  out  in the  Loan  Documents  are  hereby
     reaffirmed  and  shall  otherwise  remain  in  full  force  and  effect  as
     originally written and agreed;

(c)  no action or  proceeding,  including,  without  limitation,  a voluntary or
     involuntary  petition  for  bankruptcy  under any  chapter  of the  Federal
     Bankruptcy Code, has been instituted by or against Borrower or Guarantor;

<PAGE>


(d)  all  information  provided by Borrower  and  Guarantor to Bank prior to the
     date hereof,  including,  without  limitation,  all  financial  statements,
     balance sheets, and cash flow statements, was, at the date of delivery, and
     is, as of the date hereof true and correct in all  respects.  Borrower  and
     Guarantor  recognize  and  acknowledge  that  Bank is  entering  into  this
     Agreement  based in part on the financial  information  provided to Bank by
     each  of them  and  that  the  truth  and  correctness  of  that  financial
     information  is a  material  inducement  to  Bank  in  entering  into  this
     Agreement. During the term of this Agreement,  Borrower and Guarantor agree
     to advise Bank promptly in writing of any and all new  information,  facts,
     or occurrences which would in any way materially supplement, contradict, or
     affect any financial statements,  balance sheets, cash flow statements,  or
     similar  items  furnished  to  Bank.  Bank  waives  any  default  based  on
     projections  provided to the Bank prior to the date  hereof  which may have
     been inaccurate.

     12.  Default.  Bank  shall be  entitled  to pursue  each and  every  remedy
hereunder  and  under  the Loan  Documents,  at  Bank's  sole  option,  upon the
occurrence of any of the following:

(a)  Borrower  and/or  Guarantor,  files a  petition  for  bankruptcy  under any
     chapter of the  Federal  Bankruptcy  Code or takes  advantage  of any other
     debtor  relief law, or an  involuntary  petition for  bankruptcy  under any
     chapter of the Federal Bankruptcy Code is filed against Borrower and/or any
     Guarantor,  or any other judicial  action is taken with respect to Borrower
     and/or any Guarantor by any creditor;

(b)  Bank discovers that any  representation or warranty made herein by Borrower
     or  Guarantor  was or is untrue,  incorrect or  misleading  in any material
     respect;

(c)  Borrower or Guarantor  breaches or defaults in  performance of any covenant
     or agreement contained in this Agreement, or the Loan Documents.

     13. Waiver of Claims.  Borrower and Guarantor warrant and represent to Bank
that the Note is not  subject  to any  credits,  charges,  claims,  or rights of
offset or  deduction  of any kind or  character  whatsoever;  and  Borrower  and
Guarantor  release  and  discharge  Bank from any and all  claims  and causes of
action,  whether known or unknown and whether now existing or hereafter arising,
including  without  limitation,  any  usury  claims,  that have at any time been
owned,  or that are  hereafter  owned,  in tort or in  contract  by  Borrower or
Guarantor  and that arise out of any one or more  circumstances  or events  that
occurred prior to the date of this Agreement.

     14. Expenses. The Borrower and Guarantor jointly and severally covenant and
agree to pay all costs and expense  required to satisfy the  conditions  of this
Agreement or incurred by reason of Borrower's default hereunder.

     15. Miscellaneous.


<PAGE>



(a)  Any future  waiver,  alteration,  amendment or  modification  of any of the
     provisions of the Loan  Documents or this  Agreement  shall not be valid or
     enforceable  unless in writing  and signed by all  parties.  Moreover,  any
     delay by Bank in enforcing  its rights after an event of default  shall not
     be a release or waiver of the event of default and shall not be relied upon
     by the Borrower or the Guarantor as a release or waiver of the default.

(b)  This Agreement  shall be binding upon and shall inure to the benefit of the
     parties hereto, their heirs, executors,  administrators,  successors, legal
     representatives, and assigns.

(c)  The  headings  of  paragraphs  in this  Agreement  are for  convenience  of
     reference  only and  shall  not in any way  affect  the  interpretation  or
     construction  of this Agreement.

(d)  THIS  AGREEMENT  SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OKLAHOMA AND
     FEDERAL LAW, AS APPLICABLE.  THIS AGREEMENT  REPRESENTS THE FINAL AGREEMENT
     AMONG THE PARTIES WITH RESPECT TO THE SUBJECT  MATTER HEREOF AND MAY NOT BE
     CONTRADICTED  BY  EVIDENCE OF PRIOR ORAL OR  WRITTEN,  Contemporaneous,  OR
     SUBSEQUENT ORAL AGREEMENTS  AMONG THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
     AGREEMENTS AMONG THE PARTIES.

(e)  This Loan  Modification  Agreement shall not constitute a binding agreement
     unless  duly   executed  by  the  Borrower  and   Guarantor,   without  any
     modifications thereto, and returned to Bank not later than 4:00 p.m., April
     11,  2000,   at  which  time  this  Loan   Modification   Agreement   shall
     automatically  become  null  and  void  unless  accepted  by  Borrower  and
     Guarantor as required in this paragraph.

Executed on the date first set forth above.

                                       Borrower:

                                       TOWER TECH, INC., an Oklahoma corporation
                                       By: ss/HAROLD D. CURTIS
                                       _________________________
                                       Printed Name: Harold D. Curtis
                                       Title:        Chief Executive Officer

                                       Guarantor:

                                       ss/HAROLD D. CURTIS
                                       _________________________
                                       An individual

                                       Bank:

                                       PEOPLE FIRST BANK

                                       By: ss/RALPH T. FREDRICKSON

                                       Printed Name: Ralph T. Fredrickson
                                       Title: Executive Vice President


<PAGE>


TOWER TECH, INC.
Proforma Quarterly Balance Sheets

(Confidential - Unaudited For Internal Use of Management Only)

                                   EXHIBIT A

                                                                 Actual
                                                              February 2000
Assets
Current assets:
<TABLE>
<CAPTION>
<S>                                                         <C>

     Cash                                                    $    139,307
     Accounts receivable, net                                   2,937,201
     Notes receivable                                             107,083
     Inventory                                                  7,591,997
     Costs in excess of costs and estimated earnings
     uncompleted contracts                                       (299,370)
     Restricted assets                                            157,595
     Prepaid expenses and other                                   221,847
                                                             ------------
     Total current assets                                      10,855,659

Property and equipment, net                                    19,713,372
Notes receivable, noncurrent                                      503,086
Deferred tax asset                                              3,813,324
Deferred tax asset reserve                                     (3,813,324)
Other                                                             732,176
                                                             ------------

                                                              $31,804,294

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
     Accounts payable                                          $7,067,020
     Accrued liabilities                                        1,042,253
     Interest payable                                             528,133

Customer deposits                                                 590,540
                                                             ------------

                                                                9,228,845

     Notes payable                                             21,495,416
     Borrowing base                                             5,025,945
     New credit facility committed
     New tooling credit facility NEEDED
     New credit facility NEEDED

Stockholders' equity:
     Common stock                                                   3,577
     Capital in excess of par                                   8,278,561
     Retained earnings (deficit)                               (8,415,726)
     Deferred tax asset reserve                                (3,813,324)
                                                              ------------

                                                               (3,946,912)

                                                              $31,804,294
</TABLE>

These  statements are subject to certain risks,  uncertainties  and assumptions.
should one or more of these risks or uncertainties  occur, or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
anticipated. estimated or projected.


<PAGE>


TOWER TECH, INC.
Proforma Quarterly Statements of Operations
(Confidential Unaudited For Internal Use of Management Only)

                                                            Actual 1st Quarter
<TABLE>
<CAPTION>
<S>                                                              <C>

Revenues:
     Tower sales                                                  $2,237,776
Tower sales - rental\custom towers                                   419,827
     Concrete tower construction                                     302,799
     Plastics parts mfg. & design; TQFX                                2,313
     Other tower revenue                                              59,764
                                                              --------------

     Total tower revenue                                           3,022,481

     Other operating revenue                                          64,079
     License fees                                                          0
                                                              --------------

     Total revenues                                                3,086,560
                                                                ------------


Costs and expenses:
     Cost of good sold and constructed                             3,055,432
     General and administrative                                      447,830
     Selling expenses                                                217,417
     Research and development                                         76,121
                                                              --------------

         Total costs and expenses                                  3,796,800
                                                                ------------

         Income (loss) from operations                              (710,240)

Other income (expense):
     Interest, net                                                  (691,956)
     Gain (loss) on sale of assets                                         0
                                                              ---------------

         Total other income (expense)                               (691,956)
                                                                -------------

Income (loss) before income taxes                                (1,402,196)

Income tax (expense) benefit                                         560,678
Income tax (expense) benefit, reserved                              (560,878)
                                                                -------------

Net income (loss)                                                ($1,402,196)
                                                                 ===========

Weighted average shares outstanding - primary                     3,5716,311
                                                                 ===========

Net income per common share - primary                                ($0.39)
                                                              ===============
</TABLE>



These  statements are subject to certain risks,  uncertainties  and assumptions.
should one or more of these risks or uncertainties  occur, or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
anticipated, estimated or projected.


<PAGE>


TOWER TECII, INC.
Proforma Quarterly Statements of Cash Flows
(Confidential - Unaudited For Internal Use of Management Only)

                                                                  Actual
<TABLE>
<CAPTION>
<S>                                                           <C>
                                                              1st Quarter

Cash flows from operating activities:

     Net income (loss)                                          (1,402,195)
     Adjustments to reconcile net income (loss) to net
     Cash (used) provided by operating activities:
         Depreciation and amortization                             330,000
         Sale of sale of assets
         (Increase) decrease in deferred taxes                           0
         (Increase) decrease in accounts receivable                (82,279)
         (Increase) decrease in notes receivable                 1,407,438
         (Increase) decrease in inventory                         (144,071)
         (Increase) decrease in costs in excess of costs
         and estimated earnings on uncompleted contracts
         (Increase) decrease in restricted assets
         (Increase) decrease in prepaid expenses
         (Increase) decrease in other assets                        68,577
         Increase (decrease) in accounts payable                   (85,594)
         Increase (decrease) in accrued liabilities                (27,544)
         Increase (decrease) in deposits
         Increase (decrease) in interest payable                    22,818
                                                             -------------

Net cash provided (used) by operating activities                   652,980
                                                              ------------

Cash flows from investing activities:

(Increase) decrease in property and equipment                   (1,303,045)
Proceeds from sale of assets
(Increase) decrease in notes rec. non-current                            0
                                                               ------------

Net cash provided (used) by investing activities                (1,303,945)
                                                                -----------

Cash flows from financing activities:

Net change in debt                                               1,009,701
Scheduled note repayments                                         (471,327)
                                                                -----------

Net cash provided (used) by financing activities                   538,374
                                                                ----------

Net increase (decrease) in cash                                   (112,589)
Cash at beginning of period                                        251,895
                                                                ----------

Cash at end of period                                           $  139,307
                                                                ==========
</TABLE>


These  statements are subject to certain risks,  uncertainties  and assumptions.
should one or more of these risks or uncertainties  occur, or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
anticipated, estimated or projected.