Exhibit 10.34


MASTER LEASE AGREEMENT

U.S. BANKCORP

         THIS LEASE,  dated as of AUGUST 4, 1999,  is made by and  between  U.S.
Bancorp Leasing & Financial - Machine Tool Finance Group,  hereafter referred to
as "Lessor," and TOWER TECH, INC., hereafter referred to as "Lessee."

LESSOR AND LESSEE COVENANT AND AGREE AS FOLLOWS:

         1. PROPERTY LEASED.  Lessor agrees to lease to Lessee and Lessee agrees
to lease from  Lessor  the  personal  property  ("Property")  together  with any
replacements,  additions,  repairs,  now or  hereafter  incorporated  therein as
described  in  any  Schedule  to  Master  Lease  Agreement  ("Schedule")  now or
hereafter  executed by the parties hereto,  the terms of which are  incorporated
herein.

         2. TERM. This Lease shall become  effective on the execution  hereof by
Lessor.  The Term of this  Lease may  consist of an  "Interim  Term" and a "Base
Term" in regard to each Schedule. The Interim Term for each Schedule shall begin
on the date that  Lessee  executes  a Delivery  and  Acceptance  Certificate  in
connection with any item of Property or provides to Lessor written  approval for
payment for such item of Property.  Each Interim Term shall  continue  until the
Base Term Commencement  Date set forth in each Schedule.  The Base Term for each
Schedule shall begin on the Base Term  Commencement  Date and shall continue for
the period specified in each Schedule.  During each Interim Term, if any, Lessee
shall pay rental  ("Interim  Rental")  in the amount set forth in each  Schedule
plus applicable tax thereon.

         3. RENT,  PAYMENT AND TAXES.  Rental  payments  are  specified  in each
Schedule.  All rents  shall be  payable  by Lessee  each  month on or before the
payment date shown in each Schedule at Lessees address  herein,  or as otherwise
directed by Lessor,  without notice or demand and without abatement,  set-off or
deduction of any amount  whatsoever.  Lessee shall pay when due all taxes, fees,
assessments,  or other charges,  however designated,  now or hereafter levied or
based upon the rentals, ownership, use, possession, leasing, operation, control,
or  maintenance  of the  Property,  whether  or not paid or  payable  by Lessor,
excluding Lessees income, franchise and business and occupation taxes, and shall
supply  Lessor with proof of payment  satisfactory  to Lessor at least seven (7)
days  before  delinquency.  At its option,  Lessor may pay any tax,  assessment,
insurance  premium,  expense,  repair,  release,   confiscation  expense,  lien,
encumbrance,  or other charge or fee payable hereunder by Lessee, and any amount
so paid shall be repayable by Lessee on demand.

         For any  payment due  hereunder  which is not paid within ten (10) days
         after the date such payment is due,  Lessee agrees to pay a late charge
         calculated thereon of such late charge represents a reasonable estimate
         of the cost at a rate of five percent (5.0%) of such overdue amount The
         parties  hereto  agree that:  a) the amount that Lessor  would incur in
         processing each delinquent  payment by Lessee and that such late charge
         shall be paid as liquidated damages for each delinquent payment-,  and,
         b) the payment of late charges and the payment of Default  Interest are
         distinct and separate  from one another.  Acceptance of any late charge
         or interest  shall not  constitute  a waiver of default with respect to
         the  overdue  amount  or  prevent  Lessor  from  exercising  any  other
         available rights and remedies. Payments received shall be applied first
         to delinquent  amounts due,  including  late  charges,  then to current
         installments.  If any such  rental  payment  is made by check  and such
         check  is  returned  to  Lessor  for  any  reason,   including  without
         limitation,  insufficient funds in Lessee's account,  then Lessee shall
         be assessed a fee of S25.00 in addition to any other late charge or any
         other fee which may be applicable.

         If the Property is located in a jurisdiction which imposes any "Sales,"
"Use," or "Rental" tax, Lessor shall collect such tax from Lessee and remit such
tax to the appropriate  taxing authority or Lessee shall remit such tax directly
to the  appropriate  taxing  authority.  Such  requirement may only be waived if
Lessee is exempt from such tax under  applicable laws or regulations.  Lessee is
responsible  for  ensuring  that  such  exemption  is  properly   documented  in
accordance  with  such  laws and  regulations  and that  such  documentation  is
provided to Lessor at the inception of each Schedule.

         If the Property is subject to Personal  Property Taxes, both Lessee and
Lessor  are  required  to advise  the proper  taxing  authorities  of all leased
property.  Lessee  agrees that it will report the Property as having an original
cost as set forth on each  Schedule  and as Property  leased  from U.S.  BANCORP
LEASING & FINANCIAL.  If Lessor receives an invoice from the taxing  authorities
for applicable Personal Property Taxes, Lessor shall pay any such taxes directly
and Lessee  agrees to  reimburse  Lessor  for all such taxes paid by Lessor.  If
Lessee receives such invoice,  Lessee agrees to promptly remit such tax directly
to the taxing authority and maintain proof of payment.  Upon termination of each
Schedule,  Lessor will, if applicable,  estimate  Personal Property Taxes on the
Property based upon the most recent tax assessment of the Property or on the tax
rates and taxable value  calculations as available from the  appropriate  taxing
jurisdiction.  In the event that the actual personal property tax bill is within
$500.00 of such estimate,  then Lessor shall not seek  reimbursement from Lessee
for any underpayment,  and Lessor may retain any overpayment.  If the difference
between  such  estimate and the actual tax bill  exceeds  $500.00,  Lessor shall
refund or Lessee shall remit the entire difference.

         4. LOSS OR DAMAGE.  No loss or damage to the  Property,  or any part of
it, shall impair any obligation of Lessee hereunder.  Lessee assumes all risk of
damage to or loss of the Property,  however caused,  while in transit and during
the term hereof. If any Property is totally destroyed, Lessee's liability to pay
rent for it may be discharged by paying Lessor the Stipulated  Loss Value of the
Property if such a Value is provided in the  applicable  Schedule or, the amount
specified in Se on 14(e) of this Lease, less the amount of any recovery received
by Lessor from any insurance or other source.

         5. OWNERSHIP, LOCATION, MAINTENANCE AND USE. Lessee transfers to Lessor
all right, title and interest,  including any and all ownership interest,  which
Lessee may have in or to the Property.  Lessee  represents  and warrants that it
has the  legal  right to make such  transfer  and that  such  transfer  does not
constitute a transfer of all or substantially  all of the assets of Lessee,  and
that such transfer  does not  constitute  all or a portion of a "bulk  transfer"
under the Uniform  Commercial Code. It is agreed between the parties hereto that
Lessor  shall be the owner of, and hold title to, the  Property for all purposes
throughout each Schedule. At its own risk, Lessee shall use or permit the use of
the Property  primarily at the location  specified in the Schedule and,  without
Lessees  prior  written  consent,  shall  not  loan,  sublet,  remove  from such
location,  part with  possession or otherwise  dispose of the  Property.  Lessee
shall at its sole expense  maintain the Property in good repair,  appearance and
functional  order  and in  compliance  with any  manufacturer's  and  regulatory
maintenance and performance standards, shall keep complete records and documents
regarding its use,  maintenance  and repair,  shall not use or permit the use of
the Property in any unintended,  injurious or unlawful manner,  shall not permit
use or  operation  of the  Property  by any one other  than  Lessee's  qualified
employees and shall not change or alter the Property  without  Lessor's  written
consent. Lessee shall not create, cause, or permit any kind of claim, levy, lien
or legal  process  on the  Property,  and shall  forthwith  satisfy,  remove and
procure the release  thereof The Property is and always  shall  remain  personal
property. Lessee shall not cause or permit the Property to be used or located in
such a manner that it might be deemed a fixture.  Lessee  shall secure from each
person not a party hereto who might  secure an interest,  lien or other claim in
the Property, a waiver thereof Lessee shall affix and maintain,  at its expense,
in a prominent and visible  location,  all ownership notices supplied by Lessor.
Lessee  shall  permit  Lessor to mark the  Property  in a manner  sufficient  to
identify the Property as Lessor's Property.

         6. LEASE This is a  non-cancelable  contract  of lease only and nothing
herein  or in any other  document  executed  in  conjunction  herewith  shall be
construed  as  conveying  or granting to Lessee any option to acquire any right,
title or interest,  legal or equitable,  in or to the Property,  other than use,
possession  and  quiet  enjoyment  of the  Property,  subject  to and upon  full
compliance with the provisions hereof Lessee and Lessor agree that this Lease is
a "Finance  Lease" as defined by the  Uniform  Commercial  Code  Article 2A, the
Uniform Personal  Property Leasing Act.  Notwithstanding  the foregoing,  Lessee
hereby  grants to Lessor a security  interest in and to the Property as security
for all Lessee's obligations to Lessor of every kind and nature.

         Lessee hereby acknowledges that all of the leased Property was selected
by Lessee from Supplier(s) chosen by Lessee.  Lessee is familiar with all Supply
Contract  rights  provided by the  Supplier(s) and is aware that the Supplier(s)
may be contacted for a full  description of any rights Lessee may have under any
Supply  Contract  Providing  Lessee is not in Default  under this Lease,  Lessor
hereby  assigns  to  Lessee  without  recourse,  all  rights  arising  under any
warranties  applicable to the Property provided by the manufacturer or any other
person.  All proceeds of any warranty claim from the  manufacturer  or any other
person shall first be used to repair the affected Property.

         7. GENERAL INDEMNIFICATION AND INSURANCE. Lessee assumes liability for,
and  agrees to  defend,  indemnify  and hold  Lessor  harmless  from any  claim,
liability,  loss, cost, expense,  or damage of every nature (including,  without
limitation, fines, forfeitures,  penalties, settlements, and attorneys' fees) by
or to any  person  whomsoever,  regardless  of the  basis,  including  wrongful,
negligent  or improper  act or misuse by Lessor,  which  directly or  indirectly
results from or pertains to the leasing, manufacture,  delivery, ownership, use,
possession, selection, performance,  operation, inspection, condition (including
without limitation,  latent or other defects,  and whether or not discoverable),
improvements,  removal, return or storage of the Property,  except arising while
the Property is in the possession of Lessor.

         Upon request of Lessor, Lessee shall assume the defense of all demands,
claims, or actions, suits and all proceedings against Lessor for which indemnity
is provided and shall allow Lessor to participate in the defense thereof. Lessor
shall be  subrogated  to all rights of Lessee for any  matter  which  Lessor has
assumed obligation  hereunder,  and may settle any such demand, claim, or action
without  Lessee's  prior  consent,  and without  prejudice  to Lessees  right to
indemnification hereunder.

         At its  expense,  Lessee  shall  maintain  in force,  at all times from
shipment of the  Property to Lessee until  surrender  thereof,  property  damage
insurance and liability  insurance with such deductibles and from such insurance
carriers  as shall be  satisfactory  to  Lessor.  The  Property  must be insured
against all risks which are customarily  insured against on the type of property
leased hereunder.  The amount of Lessee's liability  insurance shall not be less
than  $500,000.00.  Such  insurance  policies  must name Lessor as an additional
insured and loss payee,  and provide for ten (10) days advance written notice to
Lessor of modification or cancellation.  Lessee shall, upon request,  deliver to
Lessor  satisfactory  evidence of the  insurance  coverage.  In the event Lessee
fails to do so, Lessor may, at Lessees  option,  in addition to any other rights
available  to  Lessor,  obtain  coverage,  and any sum paid  therefor  by Lessor
(including any charges assessed by Lessor for such service) shall be immediately
due and p able to Lessor by Lessee.

     8. INCOME TAX INDEMNITY. Lessee hereby represents,  warrants, and covenants
to Lessor as follows:

         (a) This Lease will be a lease for Federal and Oregon  state income tax
purposes;  Lessor will be treated as the purchaser,  owner, lessor, and original
user of the  Property  and Lessee will be treated as the lessee of the  Property
for such purposes.

         (b) Lessor shall be entitled to depreciation deductions with respect to
each item of Property as provided by Section 167(a) of the Internal Revenue Code
of 1986,  as amended (the "Code"),  determined  under Section 168 of the Code by
using the applicable  depreciation  method, the applicable  recovery period, and
the applicable  convention,  all as may be specified on the applicable  Schedule
for the  Property,  and Lessor  shall also be entitled to  corresponding  Oregon
depreciation deductions

         (c) For purposes of determining depreciation  deductions,  the Property
shall have an income tax basis equal to Lessees cost for the Property  specified
on the applicable  Schedule,  plus such expenses of the transaction  incurred by
Lessor as may be included in basis under Section 1012 of the Code.

         (d) The  maximum  federal  and Oregon  income tax rates  applicable  to
Lessor  in effect on the date of  execution  and  delivery  of a  Schedule  with
respect to an item or items of  Property  will not change  during the lease term
applicable to such Property.

         If for any reason whatsoever any of the representations, warranties, or
covenants of Lessee  contained in this Lease or in any other agreement  relating
to the Property shall prove to be incorrect and (i) Lessor shall  determine that
it is not entitled to claim all or any portion of the depreciation deductions in
the amounts and in the taxable  years  deter-mined  as specified in (b) and (c),
above,  or  (ii)  such   depreciation   deductions  are  disallowed,   adjusted,
recomputed, reduced, or recaptured, in whole or in part, by the internal Revenue
Service or Oregon  Department  of  Revenue  (such  determination,  disallowance,
adjustment,  recomputation,  reduction,  or  recapture  being  herein  called  a
"Loss"),  then Lessee shall pay to Lessor as an indemnity and as additional rent
such  amount as shall,  in the  reasonable  opinion  of Lessor,  cause  Lessor's
after-tax  economic yield (the "Net Economic  Return") to equal the Net Economic
Return that would have been  realized  by Lessor if such Loss had not  occurred.
Ile amount  payable to Lessor  pursuant to this section  shall be payable on the
next  succeeding  rental payment date after written demand  therefor from Lessor
accompanied by a written statement describing in reasonable detail such Loss and
the computation of the amount so payable.

         Further,  in the  event  (i)  there  shall  be any  change,  amendment,
addition,  or  modification  of any  provision  of Oregon  law or of the Code or
regulations thereunder or interpretation thereof with respect to the matters set
forth in this section  effective prior to the  commencement  date of the term of
this Lease with  respect to any  Property  or (ii) if at any time there shall be
any change, amendment,  addition, or modification of any provision of Oregon law
or of the Code or regulations  thereunder or interpretation thereof with respect
to the maximum applicable federal and state income tax rates as set forth in (d)
above,  which results in a decrease in Lessees Net Economic Return,  then Lessor
shall  recalculate  and submit to Lessee the  modified  rental rate  required to
provide  Lessor  with the same Net  Economic  Return as it would  have  realized
absent such change and the lease shall thereupon  automatically  be deemed to be
amended to adopt such rental rate and values.

         9.  INSPECTION  AND  REPORTS.  Lessor  shall  have  the  right,  at any
reasonable  time,  to enter on Lessee's  premises or  elsewhere  and inspect the
Property  and any records  and  documents  regarding  its use,  maintenance  and
repair. Upon Lessees request,  but in no event later than thirty (30) days after
such  request,  Lessee will  deliver all  information  requested by Lessor which
Lessor deems  necessary to determine  Lessee's  current  financial  condition or
faithful  performance  of the terms hereof.  Lessee shall give Lessor  immediate
notice and copy of all tax notices,  reports, or inquiries,  and of all seizure,
attachment,  or judicial process affecting or relating to the use,  maintenance,
operation, possession, or ownership of the Property.

     10. LESSEE'S REPRESENTATIONS AND WARRANTIES. Lessee represents and warrants
to Lessor that as of the date of this Lease and of each Schedule:

         (a) Lessee has  adequate  power and  capacity to enter into this Lease,
any  Schedule,  and any other  documents  required to be delivered in connection
with this Lease  (collectively,  the "Documents");  the Documents have been duly
authorized,  executed and delivered by Lessee and  constitute  valid,  legal and
binding  agreements,  enforceable in accordance  with their terms;  there are no
proceedings presently pending or threatened against Lessee which will impair its
ability to perform under the Lease;  and all  information  supplied to Lessor is
accurate and complete.

         (b) Lessee's  entering into the Lease and leasing the Property does not
and will not; (i) violate any judgment,  order,  or law applicable to the Lease,
Lessee or Lessee's  organizational  documents; or (ii) result in the creation of
any lien,  security interest or other encumbrance upon the Property,  other than
as granted hereunder.

     (c) All  information  and  representations  furnished  by  Lessee to Lessor
concerning the Property are accurate and correct

         (d) All  financial  data of  Lessee  or of any  consolidated  group  of
companies of which Lessee is a member ("Lessee Group"), delivered to Lessor have
been  prepared in  accordance  with  generally  accepted  accounting  principles
applied on a  consistent  basis  with  prior  periods  and  fairly  present  the
financial  position  and results  from  operations  of Lessee,  or of the Lessee
Group, as of the stated date and period(s).  Since the date of the most recently
delivered  financial  data,  there has been no  material  adverse  change in the
financial or operating condition of Lessee or of the Lessee Group.

         (e) If Lessee is a business entity,  it is and will be validly existing
and in good standing  under laws of the state of its  organization;  the persons
signing the  Documents  are acting  with all  necessary  authority  and hold the
offices indicated below their signatures, which are genuine.

         11. ASSIGNMENT. LESSEE SHALL NOT ASSIGN OR IN ANY WAY DISPOSE OF ALL OR
ANY OF ITS RIGHTS OR OBLIGATIONS  UNDER THIS LEASE OR ENTER INTO ANY SUBLEASE OF
ALL OR ANY PART OF THE LEASED  PROPERTY  WITHOUT  THE PRIOR  WRITTEN  CONSENT OF
LESSOR WHICH SHALL NOT BE UNREASONABLY WITHHELD. IN CONNECTION WITH THE GRANTING
OF SUCH CONSENT AND THE PREPARATION OF NECESSARY  DOCUMENTATION,  A FEE SHALL BE
ASSESSED  EQUAL TO ONE  PERCENT  (1%) OF THE TOTAL  REMAINING  BALANCE  THEN DUE
HEREUNDER.

         LESSEE AGREES THAT LESSOR MAY ASSIGN OR TRANSFER THIS LEASE OR LESSOR'S
INTEREST IN THE LEASED PROPERTY WITHOUT NOTICE TO LESSEE. Any assignee of Lessor
shall have all of the rights, but none of the obligations,  of Lessor under this
Lease and Lessee  will not assert  against any  assignee of Lessor any  defense,
counter claim or offset that Lessee may have against Lessor. Lessee acknowledges
that any  assignment or transfer by Lessor will not materially  change  Lessee's
duties or obligations  under this Lease nor  materially  increase the burdens or
risks  imposed on Lessee.  Lessee shall  cooperate  with Lessor in executing any
documentation  reasonably  required  by  Lessor  or any  assignee  of  Lessor to
effectuate any such assignment.

         12.  SURRENDER.  On the expiration or termination of the term specified
in each  Schedule,  Lessee  shall,  at its risk and  expense  and  according  to
manufacturers  recommendations,  assemble, prepare for delivery, and deliver the
applicable  Property  and  all  manuals,  records,  certificates  and  documents
regarding its use,  maintenance  and repair to any location  specified by Lessor
within the continental  United States.  Upon return of the Property any upgrades
and  improvements  shall become the property of Lessor.  Any upgrades,  parts or
improvements  may only be removed from the Property if their  removal  shall not
impair the  Property's  ability to operate  according to any  manufacturers  and
regulatory  performance  standards  and  specifications.  The Property  shall be
delivered  unencumbered  and free of any liens,  charges,  or other  obligations
(including  delivery  expense and sales or use taxes, if any,  arising from such
delivery) and shall be in good working order, in the same condition, appearance,
and functional order as when first leased  hereunder,  reasonable wear excepted,
and in the  condition  specified  or described in the  applicable  Schedule.  At
Lessees request,  Lessee shall at Lessee's expense provide Lessor with a written
certification by an independent  engineer or other recognized  expert acceptable
to  Lessor  to  the  effect  that  the  Property  is in the  condition  required
hereunder.  In lieu of  delivery,  Lessor may, at its option,  direct  Lessee to
dispose of all or a portion of the  Property in a proper and lawful  manner at a
recognized disposal site at Lessee's sole cost and responsibility.

         13. DEFAULT.  Time is of the essence under this Lease, and Lessee shall
be in default in the event of any of the following ("Event of Default"): (a) any
failure  to pay when due the full  amount  of any  payment  required  hereunder,
including, without limitation,  rent, taxes, liens, insurance,  indemnification,
repair or other charge;  (b) any  misstatement  or false statement in connection
with,  or  non-performance  of  any  of  Lessee's  obligations,  agreements,  or
affirmations   under  or  emanating  from,  this  Lease;   (c)  Lessee's  death,
dissolution,  termination of existence;  (d) if any of the following  actions or
proceedings  are not  dismissed  within  sixty  (60)  days  after  commencement:
Lessee's  insolvency,  becoming the subject of a petition in bankruptcy,  either
voluntary or involuntary,  or in any other proceeding  under federal  bankruptcy
laws;  making an assignment for benefit of creditors;  or being named in, or the
Property being  subjected to a suit for the  appointment of a receiver,  (e) any
failure to pay, as and when due,  any  obligation  of Lessee,  whether or not to
Lessor,  arising  independently of this Lease; (f) any removal,  sale, transfer,
sublease,  encumbrance,  seizure  or  levy  of or  upon  the  Property;  or  (g)
bankruptcy,  insolvency,  termination,  death,  dissolution,  or  default of any
guarantor for Lessee.

         14.  REMEDIES.  Upon  the  occurrence  of any  Event of  Default  which
continues for more than ten (10) days and at any time  thereafter,  Lessor shall
have all remedies  provided by law; and,  without limiting the generality of the
foregoing and without terminating this Lease,  Lessor, at its sole option, shall
have the right at any time to  exercise  concurrently,  or  separately,  without
notice to Lessee (unless  specifically  stated), any one or all of the following
remedies:

         (a) thereof on demand;

Request  Lessee to assemble  the  Property  and make it available to Lessor at a
reasonable place designated by Lessor and put Lessor in possession

         (b)  Immediately  and without  legal  proceedings  or notice to Lessee,
enter the premises, take possession of, remove and retain the Property or render
it unusable (any such taking shall not terminate this Lease);

         (c) Declare the entire amount of rent and other sums payable  hereunder
immediately  due and payable;  however,  in no event shall Lessor be entitled to
recover any amount in excess of the maximum permitted by applicable law;

         (d)  Terminate  the  leasing  of any or all  items  of  Property.  Such
termination  shall occur only upon notice by Lessor and only as to such items of
Property as Lessor specifically  elects to terminate.  This Lease shall continue
in full force and effect as to any remaining items;

         (e) Recover the sum of. (i) any accrued and unpaid rent,  plus (ii) the
present value of all future  rentals  reserved in the Lease and contracted to be
paid over the unexpired term of the Lease, discounted at the rate of six percent
(6%);  plus,  (iii) the  anticipated  residual  value of the  Property as of the
expiration of this Lease or any renewal thereof-, (iv) any indemnity payment, if
then determinable;  (v) all commercially  reasonable costs and expenses incurred
by Lessor in any repossession,  recovery,  storage,  repair,  sale,  re-lease or
other  disposition of the Property,  including  reasonable  attorneys'  fees and
costs  incurred in  connection  therewith or otherwise  resulting  from Lessee's
default (including any incurred at trial, on appeal or in any other proceeding);
and,  (vi) the value of all tax benefits  lost to Lessor as a result of Lessee's
default or the enforcement by Lessor of any remedy; plus interest on each of the
foregoing at a rate of fifteen percent  (15.0%) per annum ("Default  Interest");
and,

         (f) Lessor may, but is not required to,  re-lease or sell any or all of
the  Property  at a public or  private  sale on such  terms and notice as Lessor
shall deem reasonable. The proceeds of any sale or lease shall be applied in the
following  order of  priorities:  (i) to pay all of Lessees  expenses in taking,
removing,  holding,  repairing and  disposing of Property;  then (ii) to pay any
late  charges and  interest  accrued;  then (iii) to pay accrued but unpaid rent
together with the  anticipated  residual  value,  future rent,  interest and all
other due but unpaid  sums  (including  any  indemnification  and sums due under
other Leases or agreements in default).  Any remaining  proceeds will  reimburse
Lessee for  payments  which it made to reduce the amounts  owed to Lessor in the
preceding sentence. Lessor shall keep any excess. If the proceeds of any sale or
lease are not  enough to pay the  amounts  owed to Lessor  under  this  Section,
Lessee shall pay the deficiency.

         No remedy  referred to in this  paragraph is intended to be  exclusive,
but shall be cumulative and in addition to any other remedy referred to above or
otherwise available to Lessor at law or in equity.

         15. LESSEE'S  WAIVER To the extent  permitted by applicable law, Lessee
hereby  waives any and all rights and  remedies  now or  hereafter  conferred by
statute or otherwise including but not limited to Lessee's rights to: (i) cancel
or repudiate this Lease; (ii) reject or revoke acceptance of the Property; (iii)
recover damages from Lessor for any breaches of warranty;  (iv) claim,  grant or
permit a security interest in the Property in Lessee's possession or control for
any  reason;  (v)  deduct  all or part of any  claimed  damages  resulting  from
Lessor's default,  if any, under this Lease; (vi) accept any partial delivery of
the  property;  (vii)  "cover" by making any purchase or lease of or contract to
purchase or lease property in  substitution  for the Property;  (viii)  commence
legal action against Lessor for specific performance,  replevin,  sequestration,
claim and delivery or the like for the Property.

         16. NOTICES, PAYMENTS AND GOVERNING LAW. All notices and payments shall
be mailed or delivered to the respective  parties at the below address,  or such
other  address as a party may provide in writing  from time to time.  This Lease
shall be  considered  to have  been  made in the  State of  Oregon  and shall be
interpreted,  and the rights  and  liabilities  of the  parties  determined,  in
accordance with applicable  federal law and the laws of the State of Oregon.  In
the event of suit enforcing this Lease, Lessee agrees that venue may, at Lessees
option, be laid in the county of Lessor's address below.  LESSOR AND LESSEE EACH
WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY  LITIGATION  ARISING FROM OR RELATED TO
THIS LEASE.

         17.  SEVERABILITY.  If any of the provisions of this Lease are contrary
to, prohibited by, or held invalid under applicable laws,  regulations or public
policy  of any  jurisdiction  in which it is sought  to be  enforced,  then that
provision shall be considered  inapplicable and omitted but shall not invalidate
the  remaining  provisions.  In no event shall this Lease be enforced in any way
which  permits  Lessor to charge or collect  interest  in excess of the  maximum
lawful rate.  Should interest  collected  exceed such rate,  Lessor shall refund
such excess interest to Lessee.  In such event,  Lessee agrees that Lessor shall
not  be  subject  to  any  penalties  provided  by law  for  contracting  for or
collecting interest in excess of the maximum lawful rate.

         18.  SURVIVAL.  All  of  Lessees  rights,  privileges  and  indemnities
contained herein shall survive the expiration or other  termination of the Lease
and any Schedules,  and the rights,  privileges and indemnities contained herein
are expressly made for the benefit of, and shall be enforceable by, Lessor,  its
successors and assigns.

         19.  LESSOR'S  DISCLAIMERS.  Lessor has obtained the Property  based on
specifications furnished by the Lessee. Lessor does not deal in property of this
kind or  otherwise  hold itself or its agents out as having  knowledge  or skill
peculiar  to the  Property.  Lessee  acknowledges  that it has relied on its own
skill and experience in selecting  property suitable to the Lessee's  particular
needs or purposes  and has  neither  relied upon the skill or judgment of Lessor
nor believes that Lessor or its agents  possess any special skill or judgment in
the selection of Property for Lessee's particular purposes.  Further, Lessee has
not notified Lessor of Lessee's particular needs in using the Property.

         Lessee  understands  and agrees that  neither the  Supplier(s)  nor any
salesman or any agent of the  Supplier(s) is an agent of Lessor.  No salesman or
agent of supplier is  authorized to waive or alter any term or condition of this
Lease,  and no  representation  as to the  Property  or any other  matter by the
Supplier  shall in any way affect  Lessee's duty to pay the rent and perform its
obligations as set forth in this Lease. Lessor shall not be liable to Lessee for
any  incidental,  consequential,  or indirect  damages or for any act,  neglect,
omission, breach or default by any third party.

         LESSOR ASSUMES NO RESPONSIBILITY  FOR AND MAKES NO  REPRESENTATIONS  OR
WARRANTIES,  EXPRESS  OR  IMPLIED,  AS TO THE  TITLE,  DESIGN,  COMPLIANCE  WITH
SPECIFICATIONS,  CONDITION,  QUALITY,  WORKMANSHIP, OR THE SUITABILITY,  SAFETY,
ADEQUACY,   OPERATION,  USE  OR  PERFORMANCE  OF  THE  PROPERTY  OR  AS  TO  ITS
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR AS TO PATENT, TRADEMARK
OR COPYRIGHT  INFRINGEMENT.  ANY DELAY IN DELIVERY SHALL NOT AFFECT THE VALIDITY
OF THIS LEASE.

         LESSOR  SHALL NOT BE LIABLE TO LESSEE  FOR ANY  REPRESENTATION,  CLAIM,
BREACH OF WARRANTY, EXPENSE OR LOSS DIRECTLY OR INDIRECTLY CAUSED BY ANY PERSON,
INCLUDING LESSOR, OR IN ANY WAY RELATED TO THE PROPERTY.

         20. ENTIRE AGREEMENT,  WAIVERS, SUCCESSORS,  NOTICE. This Lease and any
Schedule expressly  referring hereto (each, a "Transaction")  contain the entire
agreement of the parties and shall not be qualdied or  supplemented by course of
dealing. However, in any case where the Lessor takes an assignment from a vendor
of its  security  interest in the same  Property,  the terms of the  Transaction
shall be  incorporated  into the assigned  agreement  and shall prevail over any
inconsistent  terms therein but shall not be construed to create a new contract.
No waiver or  modification  by Lessor of any of the terms or  conditions  hereof
shall be effective  unless in writing signed by an officer of Lessor.  No waiver
or  indulgence  by Lessor of any default or  deviation by Lessee of any required
performance  shall be a waiver of Lessees  right to subsequent or other full and
timely performance.  This Lease shall be binding on the parties hereto and their
respective  successors  and  assigns  and  shall  inure to the  benefit  of such
successors  and assigns.  Paragraph  headings  shall not be considered a part of
this Lease.

         Under Oregon law, most  agreements,  promises and  commitments  made by
Lessor after October 3, 1989, concerning loans and other credit extensions which
are not for  personal.  family or  household  purposes or secured  solely by the
Lessee's residence must be in writing,  express  consideration and be cyanide by
Lessor to be enforceable.

BY INITIALING THIS SECTION,  LESSEE  ACKNOWLEDGES THAT LESSEE HAS READ THE ABOVE
PARAGRAPHS  UNDER  SECTION 19,  LESSOR'S  DISCLAIMERS,  AND.SECTION  20,  ENTIRE
AGREEMENT, AND FULLY UNDERSTANDS THEIR CONTENT.

INITIALED: ss/HC

         21. POWER OF ATTORNEY.  LESSEE HEREBY AUTHORIZES AND APPOINTS LESSOR AS
ITS  ATTORNEY-IN-FACT TO COMPLETE,  AMENDANDEXECUTE  ONLESSEE'S BEHALF FINANCING
STATEMENTS  INCONNECTION  WITHTHIS  LEASE AND TO CONFORM THE  DESCRIPTION OF THE
PROPERTY  (INCLUDING  SERIAL NUMBERS) IN ANY SUCH FINANCING  STATEMENTS OR OTHER
DOCUMENTATION.  LESSEE  WILL ALSO  PROMPTLY  EXECUTE  AND DELIVER TO LESSOR SUCH
FURTHER  DOCUMENTS  AND TAKE  FURTHER  ACTION  AS  LESSOR  MAY  REQUEST  TO MORE
EFFECTIVELY CARRY OUT THE INTENT AND PURPOSE OF THIS LEASE.

         IN WITNESS  WHEREOF,  Lessor and Lessee  have each  caused  this Master
Lease Agreement to be duly executed as of the day and year first above written.

                                   TOWER TECH, INC. (LESSEE)
                                   By:  ss/HAROLD CURTIS
                                        -------------------
                                        PRESIDENT

                                    U.S. BANCORP LEASING & FINANCIAL -
                                    MACHINE TOOL FINANCE GROUP (LESSOR)

                                    By:____________________________________
                                       An Authorized Officer Thereof

                                    Address for All Notices:

                                    U. S. BANCORP LEASING & FINANCIAL
                                    P.O. Box 2177, 7659 S.W. Mohawk Street
                                    Tualatin, Oregon 97062-2177

SCHEDULE TO MASTER LEASE AGREEMENT

U.S. BANCORP

Schedule Number 27208A-17269-001

         THIS  SCHEDULE  made as of AUGUST 4, 1999 by and between  U.S.  BANCORP
LEASING & FINANCIAL -MACHINE TOOL FINANCE GROUP ("Lessor"), having its principal
place of business at P.O. Box 2177,  7659 S.W. Mohawk Street,  Tualatin,  Oregon
97062-2177,  and TOWER TECH,  INC.  ("Lessee"),  having its  principal  place of
business  located at P.O. BOX 891810,  OKLAHOMA  CITY,  OK 73189,  to the Master
Lease  Agreement  dated as of AUGUST 4, 1999  between  the Lessee and the Lessor
(the "Lease").  Capitalized  terms used but not defined herein are used with the
respective meanings specified in the Lease. If any terms hereof are inconsistent
with the terms of the Lease, the terms of the Schedule shall prevail.

LESSOR AND LESSEE HEREBY COVENANT AND AGREE AS FOLLOWS:

(a) The  following  specified  equipment  (the  "Property")  is hereby  made and
constituted Property for all purposes pursuant to the Lease:

ONE (1) HPM MODEL MLH730-160  INJECTION MOLDING MACHINE WITH BIMETALLIC  BARREL,
RECIPROCATING SCREW, 3/4" RADIUS NOZZLE,  HYDRAULIC EJECTOR WITH 9/16" THRU HOLE
EJECTOR PLATE,  HPM  WRAP-AROUND  TANK,  ROBOT TAKE-OUT AND ALL  ACCESSORIES AND
ATTACHMENTS.

(b)      The Property will be installed or stored at the following address
         11935 S. I-44 SERVICE ROAD,
         OKLAHOMA CITY, OK 73173, COUNTY: CLEVELAND

(c)      The cost of the Property is $371,513.00;

(d)      The total amount financed pursuant to this Schedule is $278,634.75;

Please Initial Here:       ss/HC
                           -----

(e) The Term  applicable  to this Schedule (the "Term") shall be Thirty Six (36)
months,  with basic  monthly  rental  payments of One @  $14,000.00  Followed by
Eleven  (11) @ $9,500.00  Followed  by Twenty  Four (24) @  $8,687.41  each plus
applicable  sales  and/or Use tax.  The first such  payment  shall be due on the
Equipment  Acceptance Date. Each subsequent  payment shall be due on the Payment
Due Date (as defined in Paragraph 1 below) corresponding to the day of the month
of the Equipment Acceptance Date.
(f) The  record  owner  of the  premises  at  which  the  Property  will be
installed or stored is: Tower Tech, Inc.,
(g) Lessor and Lessee  agree that  Section 8 of the Lease  entitled  "Income Tax
Indemnity" shall NOT apply to this Schedule.

1.  PAYMENT DUE DAY.  Payment  Due Days are on the First,  10th and 20th of each
month. Acceptance or Rental Commencement Dates occurring on the 26th through the
5th day of a month  shall  have a Payment  Due Day on the  First of each  month.
Acceptance or Rental  Commencement  Dates  occurring on the 6th through the 15th
day of a  month  shall  have a  Payment  Due  Day on the  10th  of  each  month.
Acceptance or Rental  Commencement  Dates occurring on the 16th through the 25th
day of a month shall have a Payment Due Day on the 20th of each month.

2.  PAYMENT   ADJUSTMENT.   If  a  Delivery  and   Acceptance   Certificate   (a
"Certificate")  is not  executed  within  Thirty (30) day(s) of the date of this
Schedule,  then, as of the date such  Certificate  is executed (the  "Adjustment
Date"),  the basic monthly rental  payments due hereunder  shall be recalculated
based upon increases in the 30-day  rolling  average of Thirty Six (36)-month U.
S.  Treasury  Notes  (the  "Rolling  Average")  from the date  hereof  until the
Adjustment Date. If, on the Adjustment Date, the Rolling Average is greater than
5.66%,  then the basic monthly rental  payments due hereunder shall be increased
accordingly  to reflect the actual rate.  Thereafter,  the basic monthly  rental
payments shall remain fixed during the Term hereof, In no event shall the amount
of the basic monthly rental payment as set forth above be decreased.

3. LATE CHARGE.  If any  installment  of Rent shall not be received by Lessor or
Lessor's  Assignee  within ten (10) days after such amount is due,  Lessee shall
pay to  Lessor a late  charge  equal to Eight  percent  (8.0%)  of such  overdue
amount.

4.  TITLE  PASSAGE.  a..  As long as no event of  default  has  occurred  and is
continuing  under the Lease,  Lessee shall have the option to purchase  all, but
not part,  of the  Property at the end of the Term or any renewal  thereof  (the
"Option") for a purchase price of $1.00, (the "Purchase Price").  Payment of the
Purchase Price must be received by Lessor on or before the last day of the Term.
The  Purchase  Price  shall be deemed  to be the  "anticipated"  or  "estimated"
residual value of the Property (as such terms are used in the Lease).

         b. Upon receipt of payment of the Purchase  Price together with any and
all applicable sales or other taxes due in connection therewith, and any and all
remaining  sums or other  amounts  payable  under this  Schedule,  Lessor  shall
transfer all its right, title and interest in and to the Property to Lessee. The
Property  shall be  transferred  "As Is" and "Where Is"  without  any express or
implied representations or warranties.

Year 2000.  Lessee  has  reviewed  and  assessed  or will  review and assess its
business  operations and computer  systems and applications to address the "year
2000 problem" (that is, that computer applications and equipment used by Lessee,
directly or indirectly through third parties,  may be unable to properly perform
date-sensitive  functions  before,  during and after  January 1,  2000).  Lessee
reasonably  believes  that the year 2000  problem  will not result in a material
adverse  change  in  Lessee's  business  condition   (financial  or  otherwise),
operations,  properties or prospects or ability to repay Lessor.  Based upon the
review, Lessee has developed or will develop and implement a plan to address the
year 2000 problem, to remediate any material year 2000 problem,  and to complete
testing  with  respect  thereto,  as soon as  practicable  and in any  event  by
September 30, 1999.  Lessee will promptly deliver such  information  relating to
this covenant as Lessor requests from time to time.

         IN WITNESS  WHEREOF,  the Lessor and the Lessee  have each  caused this
Schedule to be duly executed as of the day and year first above written.

TOWER TECH, INC.

By: ss/HAROLD CURTIS
--------------------
Title: PRESIDENT

U.S. BANCORP LEASING & FINANCIAL - MACHINE TOOL FINANCE GROUP

By: ________________________
    An Authorized Officer Thereof

                            Address for All Notices:

                            U. S. BANCORP LEASING & FINANCIAL
                            P.O. Box 2177, 7659 S.W. Mohawk Street
                            Tualatin, Oregon 97062-2177

Machine Tool Finance Group

(800) 225-8029      (503) 797-0222

General Equipment Group

(800) 253-3468      (503) 797-0200
<PAGE>

EXHIBIT "A"

U.S. BANCORP

Lease/Loan Schedule Number 27208A-17269-001
                           ----------------

         Reference  is  made to  that  certain  Schedule  to  Master  Lease/Loan
Agreement (the "Agreement")  dated AUGUST 4, 1999 wherein U.S. BANCORP LEASING &
FINANCIAL - MACHINE TOOL  FINANCE  GROUP is the  Lessor/Secured  Party and TOWER
TECH, INC. is the Lessee/Debtor.

The "Property" and/or  "Collateral" (as defined and used in the above Agreements
and any and all related documents) includes the following:

ONE (1) HPM MODEL MLH730-160  INJECTION MOLDING MACHINE WITH BIMETALLIC  BARREL,
RECIPROCATING SCREW, 3/4" RADIUS NOZZLE,  HYDRAULIC EJECTOR WITH 9/16" THRU HOLE
EJECTOR PLATE,  HPM  WRAP-AROUND  TANK,  ROBOT TAKE-OUT AND ALL  ACCESSORIES AND
ATTACHMENTS.

                     ADDRESS FOR ALL NOTICES:
                     P.O. Box 2177, 7659 S.W. Mohawk Street
                     Tualatin, Oregon 97062-2177

GUARANTY

U.S. BANCORP

In order to induce U.S. BANCORP LEASING & FINANCIAL - MACHINE TOOL FINANCE GROUP
(the "Creditor") to enter into one or more financing arrangements in the form of
leases or loans (referred to herein as the "Transaction(s)")  with, or otherwise
directly or  indirectly  making  property  available  to TOWER TECH,  INC.  (the
"Obligor"),  and/or  to  induce  Creditor  to grant to  Obligor  such  renewals,
extensions,  forbearances,  releases of collateral or other  relinquishments  of
rights, whether in connection with the Transaction(s) or otherwise,  as Creditor
may  in  its  sole  discretion  deem  advisable,  and  in  consideration  of any
agreements  heretofore  or hereafter  entered into between  Creditor and Obligor
(any and all such notes, security agreements, loan agreements, lease agreements,
entered into between  Obligor and Creditor  together  with any and all schedules
and riders thereto and any and all other  instruments  or agreements  including,
without limitation, pledge agreements and assignments, executed and delivered by
Obligor in  connection  therewith,  being  hereinafter  collectively  called the
"Agreements"),  and for other good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  EACH OF THE UNDERSIGNED (EACH OF
WHOM IS HEREINAFTER CALLED A "GUARANTOR"), INTENDING TO BE LEGALLY BOUND, HEREBY
JOINTLY AND SEVERALLY  GUARANTEES THE FULL,  PROMPT,  COMPLETE AND FINAL PAYMENT
AND PERFORMANCE OF ALL THE OBLIGOR'S  OBLIGATIONS  PURSUANT TO THE AGREEMENTS OR
IN ANY WAY ARISING  THEREFROM AND ANY AND ALL OTHER  OBLIGATIONS AND LIABILITIES
OF OBLIGOR TO  CREDITOR,  WHETHER NOW IN  EXISTENCE  OR ARISING  HEREAFTER,  AND
WHETHER  DIRECT OR  INDIRECT,  CONTINGENT  OR  ABSOLUTE,  MATURED OR  UNMATURED,
SECURED OR UNSECURED,  AND HOWEVER  CONTRACTED OR ARISING (ALL SUCH  OBLIGATIONS
AND LIABILITIES BEING HEREINAFTER CALLED THE "OBLIGATIONS").

Each  Guarantor  hereby  promises  to pay  Creditor  when due,  on  demand,  all
indebtedness  of any kind or nature  emanating from the  Agreements  (including,
without  limitation,  if an event of default  shall occur under the  Agreements,
payment  on  demand  of all  unpaid  sums to  become  due  under  the  defaulted
Agreements  for the entire term thereof),  whether now or hereafter  arising and
however and whenever evidenced-, and each Guarantor agrees to indemnify and hold
Creditor  harmless  from and against any and all losses,  liabilities  and costs
emanating from any failure of Obligor to fully,  promptly and completely satisfy
the Obligations.  For purposes hereof (i) "losses,  liabilities and costs" shall
include (without  limitation),  all losses,  liabilities,  obligations,  claims,
demands,  judgments,  costs and expenses of whatever kind or nature  (including,
without limitation, attorneys' fees) and (ii) "emanating" from an event or cause
shall  include  (without  limitation)  in any way directly or  indirectly  being
caused by or in any other way arising out of such event or cause.

Each  Guarantor  hereby waives any notice of default or nonpayment or of late or
inadequate satisfaction in regard to the Obligations.  In particular (and not in
limitation of the  foregoing),  each Guarantor  hereby agrees that, in enforcing
this  Guaranty,  Creditor  shall not be  required  (i) to demand  payment of the
amount due (known as "demand");  (ii) to present for payment any evidence of the
Obligations (known as "presentment" or "presentment for payment"); (iii) to give
notice that amounts due have not been paid (known as "notice of  dishonor");  or
(iv) to obtain an official  certification of nonpayment  (known as "protest") or
to give any Guarantor  notice of any such  "protest;" and each Guarantor  hereby
waives demand, presentment, presentment for payment, notice of dishonor, protest
and notice of protest as aforesaid.  Each Guarantor hereby further waives notice
of acceptance  hereof and any and all other notices to which such  Guarantor may
be entitled.

Each Guarantor hereby consents and agrees that without any further notice to, or
assent by  Guarantor,  the  liability  of Obligor or any other  guarantor of the
Obligations  may from time to time, in whole or in part,  be extended,  renewed,
continued, amended, modified, composed, accelerated, supplemented,  compromised,
settled or released in Crudities  sole  discretion,  and that any collateral for
any of the Obligations or for any guaranty thereof (including this Guaranty) may
from  time to time,  in whole or part,  be  exchanged,  sold or  surrendered  in
Creditor's sole discretion. Each Guarantor hereby agrees that no such extension,
renewal,  continuation,  amendment,  modification,   composition,  acceleration,
supplement,  compromise,  settlement, release, exchange, sale or surTender shall
in any way impair, affect or release the liability of any Guarantor hereunder or
constitute a waiver of any of Creditor's rights hereunder.

This Guaranty is unlimited,  absolute,  irrevocable and  unconditional and shall
continue  in full force and  effect  until all the  Obligations  shall have been
fully,  completely  and finally  satisfied  and paid.  The  obligations  of each
Guarantor hereunder shall continue and survive the repossession of any equipment
or other  property  leased  pursuant to the Agreements (or any property in which
Creditor has a security interest securing any of the Obligations) whether or not
any such repossession  constitutes an "election of remedies" against the Obligor
or  any  other  person.   Each  Guarantor  agrees  to  be  obligated   hereunder
notwithstanding  any termination of the Agreements in whole or part by operation
of law or any  unenforceability  or invalidity of the  Agreements for any reason
whatsoever  (including,  without  limitation,  invalidity  or voidness ab initio
and/or  partial or complete  unenforceability  as a result of  impossibility  or
impracticability   of   performance   or  frustration  of  the  purpose  of  the
Agreements).  The obligations of the Guarantors  hereunder are joint and several
and shall not be subject to any abatement,  setoff,  defense or counterclaim for
any cause whatsoever.

Each  Guarantor  hereby  agrees that its  obligations  hereunder  are direct and
primary and that Creditor may proceed directly and in the first instance against
each or any Guarantor or combination of Guarantors and have its remedy hereunder
without  first being  obliged to resort to any other right or remedy or security
for any of the  Obligations.  Each Guarantor  hereby waives any right to require
Creditor  to  proceed  against  the  Obligor  or to  proceed  against  any other
Guarantor or to proceed against any other guarantor of the Obligations. If there
shall be any securities for any of the Obligations or for the obligations of any
Guarantor hereunder, or for the obligations of any other guarantor of any of the
Obligations,  Creditor  may proceed  against  and/or  enforce any or all of such
securities in whatever order it may, in its sole discretion,  deem  appropriate.
Any amount(s) received by Creditor from whatever source and applied by it to any
of the  Obligations  shall be applied in such order  ofapplication  as  Creditor
shall, in its sole discretion, elect.

                                      ADDRESS FOR ALL NOTICES:
                                      P.O. Box 2177, 7659 S.W. Mohawk Street
                                      Tualatin, Oregon 97062-2177

Initial:  ss/HC
          -----

In the event of any default in regard to any Guarantors  obligations  hereunder,
or in the event of death, incompetency,  termination,  dissolution or insolvency
of the Obligor, or if a receiver, liquidator or conservator be appointed for any
part of the  property  or  assets of the  Obligor,  or if the  Obligor  makes an
assignment  for  the  benefit  of  creditors,  or if the  Obligor  shall  file a
voluntary petition in bankruptcy or any involuntary petition in bankruptcy shall
be filed against it then, and in any such case, each Guarantor  agrees to pay to
Creditor,  upon demand, the full amount which would be payable hereunder by such
Guarantor if all the Obligations were then due and payable.

Notwithstanding any provision hereof or any provision of any other instrument or
agreement,   or  any  presumption  of  applicable  law  or  principle  of  legal
construction  to the  contrary:  (i)  nothing  shall  discharge  or satisfy  any
Guarantors  liability  hereunder  except full,  complete  and final  payment and
satisfaction of all the  Obligations;  (ii) each Guarantor hereby waives any and
all defenses to its  liability  hereunder  including,  without  limitation,  any
defense  arising by reason of any  cessation  ofthe  Obligor's  business  or any
bankruptcy,  insolvency or business  failure of the Obligor or any other person;
and (iii) no Guarantor shall have any right of subrogation  against the Obligor,
and each  Guarantor  hereby waives any and all rights of subrogation it may have
against the Obligor,  to enforce any right or remedy  which  Creditor has or may
hereafter have against the Obligor,  and waives the benefits of, and any and all
rights to  participate  in, any security or securities  now or hereafter held by
Creditor. It is expressly understood by each Guarantor that payments received by
Creditor  from or on  behalf  of  Obligor  shall be solely  for the  benefit  of
Creditor and shall not benefit the Guarantor in any way. Each  Guarantor  hereby
further  acknowledges that such Guarantor is not and shall not be construed as a
"Creditor" of Obligor by virtue of this Guaranty.

Each Guarantor  hereby  represents and warrants to Creditor that all information
concerning such Guarantor,  including (without limitation)  financial statements
and other  financial  information,  furnished to Creditor in connection with the
Agreements or any of the other  Guaranteed  Agreements,  was true,  complete and
accurate  as of the date of  delivery  thereof  to  Creditor,  and that all such
information  remains true,  complete and  accurate,  and that there have been no
material adverse changes in such Guarantors  financial  condition as of the date
hereof.  In the  event  of any  breach  of any  Guarantors  representations  and
warranties  herein or any material adverse change in the financial  condition of
any  Guarantor,  upon the request of Creditor,  such  Guarantor  shall  promptly
furnish  to  Creditor  such  additional  security  for the  performance  of such
Guarantor's obligations hereunder as Creditor may reasonably request.

No notice of termination  of this Guaranty  shall be effective  unless and until
such notice shall be in writing and  executed by  Guarantor  and shall have been
received at Creditor's  principal corporate  headquarters at P.O. Box 2177, 7659
S.W. Mohawk Street, Tualatin, Oregon 97062-2177;  provided, however, that in the
event of such notice, this Guaranty shall continue in full force and effect with
regard to all Obligations created, existing or arising prior to the date of such
receipt. No modification hereof or amendment hereto and no waiver of any term or
provision  hereof shall be valid  unless in writing and signed by an  authorized
officer of Creditor. No delay or failure on the part of Creditor in the exercise
of any right or  remedy  shall  operate  as a waiver  thereof,  and no single or
partial  exercise by Creditor of any right or remedy shall preclude any other or
further exercise thereof or the exercise of any other right or remedy. No action
of  Creditor  permitted  hereunder  shall  invalidate  or in any way impair this
Guaranty.  No waiver of any right or remedy  hereunder shall constitute a waiver
of any other or further right or remedy hereunder.

Each Guarantor hereby consents and agrees that without any further notice to, or
assent by Guarantor,  this Guaranty may be assigned by Creditor and  reassigned,
in the sole  discretion  of Creditor or its assignee.  As used herein,  the term
"Creditor"  includes  Creditor and any  successor  or assign of  Creditor.  This
Guaranty shall be binding upon each  Guarantor,  and upon the legal  successors,
representatives,  and  assigns of such  Guarantor.  Each and every  waiver  made
herein  by any  Guarantor  is and  shall be  deemed  to be and  construed  as an
absolute, irrevocable and unconditional waiver of the right waived.

This  Guaranty is  intended  to be legal,  valid,  binding  and  enforceable  in
accordance with its terms.  Whenever  possible,  each term and provision of this
Guaranty shall be interpreted so as to be effective and to effectuate its intent
under  applicable  law.  If any  term or  provision  of this  Guaranty  shall be
unenforceable,  invalid or prohibited in any jurisdiction  under applicable law,
such term or provision  shall be ineffective in such  jurisdiction,  but only to
the  extent  of  such  unenforceability,  invalidity  or  prohibition,  and  the
remainder of such term or provision,  and the other terms and  provisions of the
Guaranty,  shall not thereby be affected or impaired in such  jurisdiction,  nor
shall any of the terms or  provisions  of the  Guaranty  be thereby  affected or
impaired in any way in any other jurisdiction.

This Guaranty shall be governed by the construed in accordance  with Federal Law
and the laws of the State of Oregon,  and that  service of process by  certified
mail,  return  receipt   requested,   will  be  sufficient  to  confer  personal
jurisdiction  over such Guarantor for purposes of litigating any actions arising
hereunder in the courts of such State.  This Guaranty is in addition to, and not
in limitation or derogation of, any and all other  guaranties of the Obligations
executed by any Guarantor.  In the event of any conflict  between the provisions
of this Guaranty and those of any such other  guaranty,  the  provisions of this
Guaranty shall govern.  Each Guarantor hereby agrees and acknowledges  that time
is of the essence with regard to the performance of such Guarantors  obligations
hereunder. This Guaranty shall take effect as a scaled instrument.

IN WITNESS WHEREOF,  each of the undersigned has caused this Guaranty to be duly
executed and delivered as of AUGUST 4, 1999.

Witness:

Print Name: Lana Morgan

Address: Rt. 5 Box 125, Chickasha, OK 73018

GUARANTOR'S SIGNATURE MAY
NOT BE WITNESSED BY GUARANTOR'S
SPOUSE OR OTHER FAMILY MEMBER

Harold Curtis

ss/HAROLD CURTIS
----------------
SS# ###-##-####

                                   ADDRESS FOR ALL NOTICES:
                                   P.O. Box 2177, 7659 S.W. Mohawk Street
                                   Tualatin, Oregon 97062-2177


Initial:  ss/HC
---------------