REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 27, 2006,

                  BY AND BETWEEN TOWER TECH HOLDINGS, INC. AND

                      DUTCHESS PRIVATE EQUITIES FUND, L.P.





















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                          REGISTRATION RIGHTS AGREEMENT



         Registration  Rights Agreement (the "AGREEMENT"),  dated as of June 27,

2006, by and between Tower Tech Holdings,  Inc., a corporation  organized  under

the laws of State of Nevada, with its principal executive office at 980 Maritime

Dr., Suite 6, Manitowoc, WI 54220 (the "COMPANY"), and Dutchess Private Equities

Fund,  L.P., a Delaware  limited  partnership  with its  principal  office at 50

Commonwealth Avenue, Suite 2, Boston, MA 02116 (the "HOLDER").



         WHEREAs, in connection with the Investment Agreement by and between the

Company and the Investor of this date (the "INVESTMENT AGREEMENT"),  the Company

has agreed to issue and sell to the Investor an  indeterminate  number of shares

of the Company's Common Stock, $.001par value per share (the "COMMON STOCK"), to

be purchased  pursuant to the terms and subject to the  conditions  set forth in

the Investment Agreement; and



         WHEREAS,  to induce the Investor to execute and deliver the  Investment

Agreement,  the Company has agreed to provide certain  registration rights under

the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations

thereunder, or any similar successor statute (collectively, the "1933 ACT"), and

applicable  state  securities  laws,  with respect to the shares of Common Stock

issuable pursuant to the Investment Agreement.



         NOW  THEREFORE,  IN  CONSIDERATION  OF THE  FOREGOING  PROMISES AND THE

MUTUAL   COVENANTS   CONTAINED   HEREINAFTER   AND  OTHER   GOOD  AND   VALUABLE

CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE

COMPANY AND THE INVESTOR HEREBY AGREE AS FOLLOWS:





SECTION 1.  DEFINITIONS.



         As used in this Agreement, the following terms shall have the following

meanings:



         "EXECUTION DATE" means the date of this Agreement set forth above.



         "INVESTOR"  means  Dutchess  Private  Equities  Fund,  L.P., a Delaware

limited partnership.



         "PERSON"  means  a  corporation,   a  limited  liability  company,   an

association,  a partnership,  an  organization,  a business,  an  individual,  a

governmental or political subdivision thereof or a governmental agency.



         "POTENTIAL  MATERIAL  EVENT"  means  any  of  the  following:  (I)  the

possession by the Company of material information not ripe for disclosure in the

Registration Statement, which shall be evidenced by determinations in good faith

by the Board of Directors of the Company that disclosure of such  information in

the  Registration  Statement would be detrimental to the business and affairs of

the Company,  or (II) any material  engagement  or activity by the Company which

would, in the good faith determination of the Board of Directors of the Company,

be adversely affected by disclosure in the Registration  Statement at such time,

which  determination  shall be accompanied by a good faith  determination by the

Board of  Directors  of the Company  that the  Registration  Statement  would be

materially misleading absent the inclusion of such information.



         "PRINCIPAL  MARKET" shall mean The American  Stock  Exchange,  National

Association of Securities Dealer's, Inc.,  Over-the-Counter  electronic bulletin

board, the Nasdaq National Market or The Nasdaq SmallCap Market whichever is the

principal market on which the Common Stock of the Company is listed.



         "REGISTER,"  "REGISTERED," and "REGISTRATION" refer to the Registration

effected by  preparing  and filing one (1) or more  Registration  Statements  in

compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any

successor  rule providing for offering  securities on a continuous  basis ("RULE

415"),  and the declaration or ordering of  effectiveness  of such  Registration

Statement(s)  by the United  States  Securities  and  Exchange  Commission  (the

"SEC").



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TWRT.EQUITY.LINE.REGISTRATION.RIGHTS.JUNE.2006.FINAL

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         "REGISTRABLE SECURITIES" means (I) the shares of Common Stock issued or

issuable  pursuant to the Investment  Agreement,  and (II) any shares of capital

stock issued or issuable with respect to such shares of Common Stock, if any, as

a result of any stock  split,  stock  dividend,  recapitalization,  exchange  or

similar event or otherwise, which have not been (X) included in the Registration

Statement  that has  been  declared  effective  by the  SEC,  or (Y) sold  under

circumstances  meeting  all of the  applicable  conditions  of Rule  144 (or any

similar provision then in force) under the 1933 Act.



         "REGISTRATION  STATEMENT"  means  the  registration  statement  of  the

Company filed under the 1933 Act covering the Registrable Securities.



         All capitalized  terms used in this Agreement and not otherwise defined

herein  shall  have  the  same  meaning  ascribed  to them as in the  Investment

Agreement.

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