POWER OF ATTORNEY





 The undersigned hereby constitutes and appoints Steven A. Huntington, Daniel A.

Yarano, Ryan C. Brauer or Elizabeth M. Dunshee ("Attorneys-in-Fact"), or any one of them

acting alone, the undersigned's true and lawful attorney-in-fact and agent with full

power of substitution and resubstitution, for the undersigned and in the undersigned's

name, place and stead, in any and all capacities, to sign any or all Forms 3, 4 or

Forms 5 relating to beneficial ownership of securities of Tower Tech Holdings Inc.

(the "Issuer"), to file the same, with all exhibits thereto and other documents in

connection therewith, with the Securities and Exchange Commission and to deliver a

copy of the same to the Issuer, granting unto said attorney-in-fact and agent full

power and authority to do and perform each and every act and thing requisite and

necessary to be done in and about the premises, as fully to all intents and purposes

as the undersigned might or could do in person, hereby ratifying and confirming all

said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or

cause to be done by virtue thereof.  The undersigned acknowledges that the

foregoing attorney-in-fact, in serving in such capacity at the request of the

undersigned, is not assuming any of the undersigned's responsibilities to comply

with Section 16 of the Securities Exchange Act of 1934.



 This Power of Attorney shall remain in effect until such time as the

undersigned is no longer subject to the provisions of Section 16 of the Securities

Exchange Act of 1934 with respect to securities of the Issuer or until this Power of

Attorney is replaced by a later dated Power of Attorney or revoked by the

undersigned in writing.



 The undersigned hereby indemnifies the Attorneys-in-Fact for all losses and

costs the Attorneys-in-Fact may incur in connection with or arising from the

Attorneys-in-Fact's execution of their authorities granted hereunder.



 IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 22nd day of October, 2007.







      /s/ Matthew J. Gadow

     Signature



       Matthew J. Gadow

     Print Name