Exhibit 10.39
                                 SECURITY AGREEMENT

         This Security Agreement (the "Agreement") is made as of
December  2nd,  1999,  by  Harold  Curtis  ("Pledgor")  in  favor of the City of
Oklahoma City ("Pledgee").

                                    RECITALS

     WHEREAS,  at the time of execution of this  Agreement,  Pledgee loaned (the
"Loan")  Tower Tech,  Inc.,  an Oklahoma  corporation  ("Tower  Tech Inc.),  Two
Million Dollars  ($2,000,000.00),  as evidenced by Tower Tech's  Promissory Note
for such amount;

         WHEREAS,  Pledgor has executed a non-recourse  guaranty of the Loan and
intends for this Agreement to secure his non-recourse guaranty; and

         WHEREAS,  in order to  induce  Pledgee  to make the Loan,  Pledgor  has
agreed to pledge  certain of his common  stock of Tower Tech as security for the
repayment of the Loan:

         NOW, THEREFORE, it is agreed as follows:

         1.  Pledge.  For  value  received,  Pledgor  hereby  grants a  security
interest to Pledgee in all common stock of Tower Tech currently owned by Pledgor
(the  "Pledged  Shares").  This  pledge  is given  to  secure  only the  current
obligations of Tower Tech under the Note.

     2.  Dividends.  During the term of this  pledge,  all  dividends  and other
amounts  received by Pledgee as a result of his record  ownership of the Pledged
Shares may be retained by him.

         3. Rights of Pledgor.  Notwithstanding anything to the contrary herein,
Pledgor  shall at all  times  retain  and have  the full and  absolute  right to
exercise all rights and indicia of ownership of, including,  without limitation,
voting and consensual rights, including the right to receive dividends and other
distributions  in respect of, and,  upon  approval of the Pledgee,  the right to
transfer or otherwise dispose of, the Pledged Shares.

     4. Representations. Pledgor warrants and represents that there are no other
restrictions  upon  the  transfer  of  any  Pledged  Shares,  other  than  under
applicable securities laws or as may appear on the face of the certificates, and
that Pledgor has the right to transfer the Pledged Shares without obtaining the
consent of the other Tower Tech shareholders

         5. Adjustments. If, during the term of this pledge, any share dividend,
reclassification,  readjustment,  or other  change  is  declared  or made in the
capital structure of Tower Tech, all new, substituted, and additional shares, or
other  securities,  issued by reason of any such change shall be held by Pledgee
under the terms of this  Agreement  in the same  manner  as the  Pledged  Shares
originally pledged hereunder.

         6. Payment of the Loan. Upon payment of the Loan, less amounts received
and applied by Pledgee in reduction  thereof,  Pledgee  shall release its pledge
and transfer to Pledgor all of the Pledged Shares,  free and clear of all liens,
encumbrances or other restrictions

         7.  Default.  If Tower Tech defaults in the payment of any principal or
interest due under the Note, Pledgee shall have the tights and remedies provided
in the Uniform  Commercial Code in force in the State of Oklahoma at the date of
this Agreement.  Notwithstanding  any other term or provision of this Agreement,
Pledgor shall not have any personal liability  whatsoever for repayment of Tower
Tech's  obligation  under the Note, and Pledgee shall look solely to the Pledged
Shares for satisfaction of the obligations of Pledgor.

     IN WITNESS  WHEREOF,  the undersigned has executed this Agreement as of the
date first above written

                                    ss/HAROLD CURTIS
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