**Exhibit 10.2**

** **

This instrument wasdrafted by:Fredrikson &Byron, P. A. (SRO) 200 South Sixth Street Suite 4000 Minneapolis, Minnesota 55402

 

**AMENDMENT TOMORTGAGE**

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THIS AMENDMENT ismade as of the 5th day of April, 2010, by and between GreatWestern Bank (“Lender”) and Tower Tech Systems Inc., a Wisconsin corporation (“Grantor”).

 

WHEREAS, Lender isthe owner and holder of a Mortgage - Collateral Real Estate Mortgage - 180 DayRedemption **(“Mortgage”)**executedby Grantor dated April 28, 2009, filed at 12:35 p.m. on May 1,2009, in the office of the Register of Deeds of Minnehaha County, South Dakota,and recorded in Book 1624 of Mortgages on Page 349, upon certain realproperty in said county and state described therein (the **“Mortgaged Property”),**and a certainpromissory note **(“Note”)**securedthereby and referred to therein;

 

WHEREAS, theparties wish to amend the Mortgage by revising the definition of **Note**on page 14 of the Mortgage; and

 

WHEREAS,construction of the improvements financed with the proceeds of the loanevidenced by the Note is now complete and the parties, concurrently herewith,are entering into a Business Loan Agreement to replace the Construction LoanAgreement referenced in the Mortgage;

 

NOW, THEREFORE,for valuable consideration, the parties agree as follows:

 

1.         REVISION OF DEFINITION OF NOTE. Thedefinition of **Note**on page 14of the Mortgage is hereby revised to read as follows:

 

**Note.**Theword “Note” means the Promissory Note dated April 28, 2009, in theprincipal amount of $10,000,000, as reduced to $6,500,000 by a Change in TermsAgreement and Letter Agreement Modifying the Terms of Certain Loan Documents byand Between Great Western Bank, Lender, and Tower Tech Systems Inc., Borrower,each dated April 5, 2010, from Grantor to Lender, together with allrenewals of, extensions of, modifications of, refinancings of, consolidationsof, and substitutions for the promissory note.

 

2.         CHANGE IN LOAN AGREEMENT REFERENCES.All references in the Mortgage to the “Construction Loan Agreement” are changedto the “Business Loan Agreement.”

 

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3.         SURVIVAL OF OTHER TERMS. All terms andconditions of the Mortgage, except as herein modified, shall remain in fullforce and effect.

 

IN TESTIMONYWHEREOF, the parties have caused this instrument to be executed as of the datefirst above written.

 
| LENDER:                                  | GRANTOR:                 |
|------------------------------------------|--------------------------|
|                                     |                     |
| GREAT WESTERN BANK                       | TOWER  TECH SYSTEMS INC. |
|                                     |                     |
|                                     |                     |
| By:                                      | /s/ Gerald E. Kruger     |   | By: | /s/ Michael L. Salutz |
| Gerald E. Kruger,  Senior Vice President |                     | Michael L. Salutz,  Group Controller and Treasurer |

 

 
| STATE  OF SOUTH DAKOTA | )     |
|------------------------|-------|
|                   | ) ss. |
| COUNTY  OF Minnehaha   | )     |

 

The foregoing instrumentwas acknowledged before me this 30th day of March 2010, by Gerald E. Kruger,Senior Vice President of Great Western Bank, a South Dakota chartered bank, onbehalf of the bank.

 
| [SEAL] | /s/ Angela K. May |
|--------|-------------------|
|   | Notary Public     |
|   | Exp: 5/24/2010    |

 
| STATE  OF Wisconsin  | )     |
|----------------------|-------|
|                 | ) ss. |
| COUNTY  OF Manitowoc | )     |

 

The foregoing instrumentwas acknowledged before me this 26 day of March, 2010, by Michael L. Salutz,Group Controller and Treasurer of Tower Tech Systems Inc., a Wisconsincorporation, on behalf of the corporation.

 
|   | /s/ Michelle Linsmeier |
|--------|------------------------|
|   | Notary Public          |
|   | Expires 4/7/13         |

 

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