Exhibit 10.33
                               SECURITY AGREEMENT

                  TOWER TECH, INC., an Oklahoma corporation,  with its principal
place of business  located 11935 S. 1-44 Service Road,  Oklahoma City,  Oklahoma
73170  ("Debtor"),  for  valuable  consideration,   receipt  whereof  is  hereby
acknowledged,  does hereby grant unto HPM CORPORATION,  with its principal place
of business located at 820 Marion Road, Mount Gilead,  Morrow County, Ohio 43338
("Secured Party"),  a security interest in the following  property  (hereinafter
called the "Collateral"):

                   Whether now owned or hereafter acquired, all of the Equipment
                   identified  on  Schedule  1,  which is  attached  hereto  and
                   incorporated by this reference  herein,  to be used by Debtor
                   in  the   conduct   of  its   business   together   with  all
                   replacements,  permanent additions, accessions, substitutions
                   and  proceeds  thereof and thereto  (including  any claims or
                   insurance payable by reason of loss or damage thereto),

to secure the payment of One Million One Hundred  Nine  Thousand  Eight  Hundred
Twenty-Nine  and 00/100  Dollars  ($1,109,829.00)  (all  hereinafter  called the
"Obligations").

                   Debtor hereby warrants and covenants that:

                  1 . The Collateral will be kept at 11935 S. 1-44 Service Road,
Oklahoma City, Oklahoma 73170. Debtor will notify Secured Party of any change in
location of the  Collateral  within  Oklahoma and will not remove the Collateral
from Oklahoma  without the written  consent of Secured Party.  Secured Party may
examine and inspect the Collateral at any time, wherever located.

                  2. The Collateral is or is to be used primarily in business.

                  3. Debtor's chief executive office is located at 11935 S. 1-44
                     Service Road, Oklahoma City, Oklahoma 73170.

                  4. Except for the security interest granted hereby,  Debtor is
the owner of the  Collateral  free from any prior  lien,  security  interest  or
encumbrances,  and Debtor  will  defend the  Collateral  against  all claims and
demands of all persons at any time claiming the same or any interest therein.

                  5. Debtor will not sell or offer to sell or otherwise transfer
or encumber the Collateral  without the written  consent of Secured Party,  will
keep the  Collateral  in good order and repair and will not waste or destroy the
Collateral.


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                   6. No financing  statement covering the Collateral is on file
 in any public office, and at the request of Secured Party Debtor will join with
 Secured Party in executing  one or more  financing  statements  pursuant to the
 Uniform  Commercial Code in form satisfactory to Secured Party and will pay the
 cost of  filing  the same in all  public  offices  wherever  filing  is  deemed
 necessary or desirable by Secured Party.

                   7.  Debtor  will  keep the  Collateral  insured  at all times
 against loss by fire and/or other hazards  concerning which, in the judgment of
 Secured Party,  insurance protection is reasonably  necessary,  in a company or
 companies  satisfactory  to the  Secured  Party and in  amounts  sufficient  to
 protect  Secured  Party  against loss or damage to the  Collateral;  and a loss
 payee  certificate,  with loss payable clauses in favor of the Secured Party as
 its  interest  may  appear,  in form  satisfactory  to Secured  Party,  will be
 delivered to Secured Party.

                   8. At its option,  Secured Party may discharge taxes,  liens,
 or security  interests or other  encumbrances  at any time levies are placed on
 the  Collateral,  may pay for insurance on the  Collateral  and may pay for the
 maintenance  and  preservation  of the  Collateral.  Debtor agrees to reimburse
 Secured Party on demand for any  reasonable  payment  made,  or any  reasonable
 expense  incurred,  by Secured Party  pursuant to the foregoing  authorization.
 Until default,  Debtor may have  possession of the Collateral and use it in any
 lawful  manner  not   inconsistent   with  this  Security   Agreement  and  not
 inconsistent with any policy of insurance thereon.

                  9.  Upon  the  happening  of any of the  following  events  or
conditions,  namely:  (a)  default in the payment or  performance  of any of the
Obligations  or of any covenant or liability  contained or referred to herein or
in any note or other  instrument or document  evidencing any of the Obligations;
(b) any warranty, representation or statement made or furnished to Secured Party
by or on behalf  of Debtor in  connection  with this  Security  Agreement  or to
induce  Secured  Party to make a loan to Debtor  or sell to  debtor  on  account
proves to have been false in any material  respect when made or  furnished;  (c)
loss, theft, substantial damage,  destruction,  sale or encumbrance to or of any
of the Collateral,  or the making of any levy,  seizure or attachment thereof or
thereon;  or (d)  death,  dissolution,  termination  of  existence,  insolvency,
business  failure,  appointment  of a receiver of any part of the Collateral of,
assignment  for  the  benefit  of  creditors  by,  or  the  commencement  of any
proceeding under any bankruptcy or insolvency laws by or against,  Debtor or any
guarantor  or surety for  Debtor;  thereupon,  or at any time  thereafter  (such
default  not having  previously  been  cured),  Secured  Party at its option may
declare all of the  Obligations to be immediately due and payable and shall then
have the  remedies  for a secured  party  under the laws of the state  where the
Collateral  is  located  and the State of Ohio,  including,  without  limitation
thereto,  the right to take possession of the  Collateral,  and for that purpose
Secured Party may, so far as Debtor can give authority therefor,  enter upon any
premises on which the  Collateral or any part thereof may be situated and remove
the same  therefrom.  Secured  Party may require  Debtor to make the  Collateral
available to Secured Party at a place to be designated by Secured Party which is
reasonably  convenient to both parties.  Secured Party will give Debtor ten (10)
days' prior  written  notice of the time and place of any public sale thereof or
of the time  after  which any  private  sale or any other  intended  disposition
thereof is to be made,  and at any such public or private sale Secured Party may
purchase the Collateral.

                  10. This Security  Agreement and the security  interest in the
Collateral created hereby shall terminate when the Obligations have been paid in
full.  No waiver by Secured  Party of any default  shall be effective  unless in
writing or operate as a waiver of any other  default or of the same default on a
future occasion.  Secured Party is authorized to fill in any blank spaces herein
and to date this  Security  Agreement as of the date the loan or open account is
made.  All rights of Secured Party  hereunder  shall inure to the benefit of the
heirs, executors,  administrators,  successors and assigns of Secured Party; and
all other obligations of Debtor shall bind the heirs, executors, administrators,
successors  and  assigns  of  Debtor.  If there be more than one  Debtor,  their
obligations  hereunder shall be joint and several. This Security Agreement shall
take effect when signed by Debtor.

                  11. This  Security  Agreement  contains  the entire  agreement
between the parties  regarding the subject  matter hereof and,  except as stated
herein,  no  representations,  inducements,  promises  or  agreements,  oral  or
written, shall be of any force and effect.

                  12. This Security  Agreement shall be deemed to have been made
and entered  into in the State of Ohio,  and all rights and  obligations  of the
parties hereto shall be governed by and construed in accordance with the laws of
the State of Ohio.

                  13. No failure by either  party to exercise any power given to
it or to insist upon  strict  compliance  by the other  party of any  obligation
hereunder  shall affect either  party's  rights  concerning  such default or any
subsequent default.

Secured Party:                                   Debtor:
HPM CORPORATION                                  TOWER TECH, INC.
By:  ____________________                        BY:  ss/HAROLD CURTIS
                                                   -------------------
Print:   ________________                      Print:  Harold Curtis
Its:     ________________                      Its:    Chief Executive Officer
Date:    ________________


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                                             SCHEDULE 1

 Debtor:                    TOWER TECH, INC.

 Secured Party:             HPM CORPORATION

                                   Property Description (continued)

         One HPM Corporation Model MLH2200 WP-600 Injection Molding Machine with
the following  options:  460v power, dual core pull, wide platen,  power tie-bar
puller,  cycle counter,  wedgemounts,  oil alarms,  robot  interface,  motion/no
motion,  platform  & ladder,  air bags,  Filtroil  system,  "B"  barrel & screw,
intrusion molding circuit, power pivot, 12" ram spacer, PVC modifications.

Serial Number: 99042. Year of Manufacture: 1999.