COGDELL SPENCER, INC. COGDELL SPENCER LP One Erdman Place Madison, Wisconsin 53717

XXXXXXX XXXXXXX, INC.
XXXXXXX XXXXXXX XX
Xxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxx 00000

March 10, 2008

Xxxxx Capital Partners
000 Xxxx Xxxxxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx

Xxxxx & Co.
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000

Xxxxxxxx Xxxxxx & Associates, Inc.
X.X. Xxx 00000
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx

Re: Contribution Agreements

Gentlemen:

     Reference is made to the contribution agreements (collectively, the “Contribution Agreements”) entered into by each of the persons set forth on Annex A attached hereto (the “Contributors”) on the one hand and Xxxxxxx Xxxxxxx, Inc. and Xxxxxxx Xxxxxxx XX on the other. Unless otherwise defined in this letter agreement, capitalized terms have the same meaning herein as in the Contribution Agreements.

     1. Imputed Interest. For the avoidance of doubt, this letter confirms the understanding of the parties that the payment mechanism contemplated by Section 1(ii) of each of the Contribution Agreements is as follows. Since any funds released from escrow in respect of the shares of MEA Holdings, Inc. that are not being contributed pursuant to the Contribution Agreement will include an interest component, the amount of OP Units required to be delivered pursuant to Section 1(ii) of the Contribution Agreements will also include an amount in respect of that interest component. For example, if a release from escrow equals $5.00 per share plus interest earned on the escrowed funds of $0.10 per share, the Contributor will be entitled to receive OP Units with a value (based on $17.01 per Unit) of $5.10 per contributed share.

     2. Representations and Warranties. Xxxxxxx Xxxxxxx XX hereby represents and warrants that the OP Units to be issued to each Contributor will be duly and validly authorized and issued free from liens or encumbrances other than (i) those provided for in the Agreement of Limited Partnership of Xxxxxxx Xxxxxxx XX, as amended, as in effect on the date of issuance and (ii) restrictions on transfers imposed under applicable federal and state securities laws.

Very truly yours,

XXXXXXX XXXXXXX, INC.

By:

Name: Xxxxx Xxxxxxx

Title: President and CEO

XXXXXXX XXXXXXX XX

By: CS Business Trust I, its General Partner

By: Xxxxxxx Xxxxxxx, Inc., its Sole Beneficial Owner

By:

Name: Xxxxx Xxxxxxx

Title: President and CEO

[Signature Page to Contribution Agreement Letter]

Acknowledged and agreed by the individuals listed below,
as Seller Representative, acting in its capacity as representative on
behalf of each of the Contributors as of March ___, 2008:

Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxx

Xxxxx X. Xxxxxx

[Signature Page to Contribution Agreement Side Letter]

ANNEX A

Xxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxx Capital Partners III Limited Partnership
BCP III Affiliates Fund Limited Partnership
BCP III Special Affiliates Fund Limited Partnership
Xxxx X. Xxxxxxx
Xxxxx Xxxxxxxxxx
Xxxx X. Xxxxx
Xxxxxxx Xxxxxx
Xxxxxxx X. Furry
Xxxxx X. Xxxxxx
Xxxxx X. Xxxx
Xxxxxx X. Xxxxx
Xxxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Xxxxx X. Xxxxx
Xxxxxx Xxxxxxxx
Xxxxxxxx XxXxxxx
Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxx
Xxxxx Capital, LLC
Xxxxxxx X. Xxxxx
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxx, Xx.
Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Xxxx X. Xxxxx
Xxxx X. Xxxxxxx
Xxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
Xxx X. Xxxxx