SecProbe.io

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October 4, 2005

Mr. Frank Spencer
President
Cogdell Spencer Advisors
4401 Barclay Downs Drive, Suite 300
Charlotte, NC 28209

RE: $100,000,000.00 SYNDICATED SENIOR UNSECURED REVOLVING LINE OF CREDIT BY BANK
OF AMERICA, N.A., AS AGENT

Dear Mr. Spencer:

Bank of America, N.A., a national banking association ("Bank of America") is
pleased to offer to be the Administrative Agent (in such capacity, the "AGENT")
for a senior unsecured credit facility in an aggregate principal amount of $100
million (the "SENIOR CREDIT FACILITY") to the Borrower (as defined in the
Commitment Documents described below) and to offer its commitment to underwrite
$33,333,333.33 of the Senior Credit Facility, upon and subject to the terms and
conditions of this MANDATE LETTER (together with Summary of Terms attached
thereto, the "COMMITMENT LETTER"), and the Fee Letter of even date herewith (the
"FEE LETTER") (collectively, the "COMMITMENT DOCUMENTS"). Cogdell Spencer, Inc.
("CSA") and all other existing and future Material Subsidiaries (other than
Excluded Subsidiaries, as defined in the Summary of Terms) will act as guarantor
for the Senior Credit Facility ("Guarantor"). You have requested that Bank of
America, Bane of America Securities LLC ("BAS"), Citigroup Global Markets Inc.
("Citi"), and Citicorp North America, Inc. ("CITICORP") move forward on a good
faith basis to form a syndicate of financial institutions (the "Lenders")
reasonably acceptable to the Borrower for the purpose of consummating the Senior
Credit Facility transaction contemplated in the Commitment Letter.

Bank of America will act as sole and exclusive Administrative Agent for the
Senior Credit Facility and BAS and Citi will act as the sole and exclusive
co-Lead Arrangers for the syndication of the Senior Credit Facility. No
additional agents, co-agents or arrangers will be appointed and no other titles
will be awarded without our prior written approval.

The undertakings of Bank of America, BAS and Citi hereunder are subject to the
satisfaction of each of the following conditions in a manner acceptable to Bank
of America, BAS and Citi in their sole discretion: (a) the accuracy and
completeness of all representations that you, the Borrower, and the Guarantor
make to Bank of America, BAS and Citi and your compliance with each of the terms
and conditions set forth herein and in the Commitment Documents; (b) Bank of
America's continuing satisfaction that there has not occurred any material
adverse change in the financial condition, business, operations, assets, or
prospects of the Borrower or the Guarantor; (c) there not having occurred and
being continuing since the date hereof a material adverse change in the market
for syndicated Senior Credit Facility of the type contemplated by the Commitment
Documents, or a material disruption of, or material adverse change in,
financial, banking, or capital market conditions which materially and adversely
affect the market for syndication of Senior Credit Facility of the types
contemplated by the Commitment Documents, in each case as determined by Bank of
America, BAS and Citi in their sole discretion; and (d) the negotiation,
execution, and delivery of

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Mr. Frank Spencer
October 4, 2005
Page 2

definitive documentation with respect to the Senior Credit Facility ("Senior
Credit Facility Documents") in form and substance satisfactory to Guarantors,
Borrower, Bank of America, and their respective counsel, which Senior Credit
Facility Documents will include, without limitation, the terms and conditions
set forth in the Commitment Documents and other provisions customary for this
type of financing transaction (in compliance with the terms of the Commitment
Letter). If, on or before the closing date of the Senior Credit Facility, Bank
of America's continuing review of the Guarantor and Borrower discloses material
adverse information relating to conditions or events not previously disclosed to
Bank of America or additional developments in the condition (financial or
otherwise), assets, properties, business, operations, or prospects of Borrower
and its subsidiaries or the Guarantor, taken as a whole, then, subject to the
Commitment Letter, Bank of America may, in its sole discretion, require
reasonable changes in the Commitment Documents to reflect alternative financing
amounts or structures that are satisfactory to Bank of America; provided that
such alternatives are subject to Borrower's consent, in Borrower's sole and
absolute discretion. If Borrower refuses its consent to any alternative
financing amounts or structures required by Bank of America, then Bank of
America may withdraw its commitment and terminate the Commitment Documents, but
Borrower's obligations under the Fee Letter shall survive any such termination.

The ongoing obligation to proceed on a good faith basis of Bank of America, BAS
and Citi hereunder are based upon the financial and other information regarding
the Borrower and its subsidiaries and the Guarantor previously provided to Bank
of America, BAS and Citi and are subject to the condition, among others, that
there shall not have occurred after the date of such information, in the opinion
of Bank of America, BAS and Citi, any material adverse change in the business,
assets, liabilities (actual or contingent), operations, condition (financial or
otherwise) or prospects of the Borrower and its subsidiaries or the Guarantor
taken as a whole. If the continuing review by Bank of America, BAS and Citi of
the Borrower or the Guarantor discloses information relating to conditions or
events not previously disclosed to Bank of America, BAS and Citi or relating to
new information or additional developments concerning conditions or events
previously disclosed to Bank of America, BAS and Citi which Bank of America, BAS
and Citi in their sole discretion believe may have a material adverse effect on
the condition (financial or otherwise), assets, properties, business, operations
or prospects of the Borrower and its subsidiaries or the Guarantor taken as a
whole, Bank of America, BAS and Citi at their sole discretion, may suggest
alternative financing amounts or structures or decline to participate in the
Senior Credit Facility.

You agree to actively assist Bank of America, BAS and Citi in achieving a
syndication of the Senior Credit Facility that is satisfactory to Bank of
America, BAS, Citi and you. Syndication of the Senior Credit Facility will be
accomplished by a variety of means, including direct contact during the
syndication between senior management and advisors of the Borrower and the
proposed Lenders. To assist Bank of America, BAS and Citi in the syndication
efforts, you hereby agree to (a) provide and cause your advisors to provide Bank
of America, BAS and Citi and the other Lenders upon request with all information
reasonably deemed necessary by Bank of America, BAS and Citi to complete
syndication, (b) assist Bank of America, BAS and Citi upon their reasonable
request in the preparation of an Offering Memorandum to be used in connection
with the syndication of the Senior Credit Facility and (c) otherwise assist Bank
of America, BAS and Citi in their syndication efforts, including making
available officers and advisors of the Borrower and their subsidiaries from time
to time to attend and make presentations regarding the business and prospects of
the Borrower and its subsidiaries, as appropriate, at a meeting or meetings of
prospective Lenders. You further agree to refrain from engaging in any
additional financings for the Borrower and its subsidiaries during such
syndication process unless otherwise agreed to by Bank of America, BAS and Citi.

It is understood and agreed that, subject the Commitment Letter, Bank of
America, BAS and Citi, after consultation with you, will manage and control all
aspects of the syndication, including decisions as to the selection of proposed
Lenders and any titles offered to proposed Lenders, when commitments will be

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Mr. Frank Spencer
October 4, 2005
Page 3

accepted and the final allocations of the commitments among the Lenders. It is
understood that no Lender participating in the Senior Credit Facility will
receive compensation from you outside the terms contained herein and in the
Commitment Letter in order to obtain its commitment. It is also understood and
agreed that the amount and distribution of the fees among the Lenders will be at
the sole discretion of Bank of America, BAS and Citi and that any syndication in
excess of $33,333,333.33 prior to execution of definitive documentation will
reduce the commitment of Bank of America., dollar for dollar.

In the event the Senior Credit Facility cannot be successfully syndicated under
the terms outlined in the Commitment Letter, Borrower agrees that Bank of
America, BAS and Citi shall be entitled, in consultation with and approval from
you (which approval may be withheld in your sole and absolute discretion), to
change the pricing, structure, and other terms of the Senior Credit Facility, if
Bank of America, BAS and Citi determine that such changes are necessary to
ensure a successful syndication. The Commitment Letter shall be deemed to be
amended to reflect such changes and the syndication process shall continue. If
you refuse approval of a change proposed by Bank of America, BAS or Citi, then
Bank of America, BAS and Citi may withdraw their commitments and terminate the
Commitment Documents, but your obligations under the Fee Letter shall survive
any such termination. For purposes hereof, a successful syndication is one in
which commitments (in compliance with the terms of the Commitment Letter)
totaling $100,000,000.00 (including Bank of America) have been received from
financial institutions acceptable to the co-Lead Arrangers and Borrower.

You hereby represent, warrant and covenant that (a) all information, other than
the Projections (as defined below), which has been or is hereafter made
available to Bank of America, BAS and Citi by you or any of your representatives
in connection with the transactions contemplated hereby ("Information") is and
will be complete and correct in all material respects and does not and will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein not misleading, and (b) all
financial projections concerning the Borrower and its Subsidiaries that have
been or are hereafter made available to Bank of America, BAS and Citi by you or
any of your representatives (the "Projections") have been or will be prepared in
good faith based upon reasonable assumptions. You agree to furnish us with such
Information and Projections as we may reasonably request and to supplement the
Information and the Projections as we may reasonably request and to supplement
the Information and the Projections from time to time until the closing date for
the Senior Credit Facility so that the representation and warranty in the
preceding sentence is correct on such date. In arranging and syndicating the
Senior Credit Facility, Bank of America, BAS and Citi will be using and relying
on the Information and the Projections without independent verification thereof.

By acceptance of this offer, the Borrower agrees (subject, however, to the terms
and conditions of the Fee Letter and Commitment Letter) to pay all reasonable
out-of-pocket fees and expenses (including reasonable attorneys' fees and
expenses and expenses of due diligence) incurred before or after the date hereof
by the Agent or co-Lead Arrangers in connection with the underwriting and the
syndication of the Senior Credit Facility.

In the event that Bank of America, BAS or Citi becomes involved in any capacity
in any action, proceeding or investigation in connection with any matter
contemplated by this letter, the Borrower will reimburse Bank of America, BAS
and Citi for their legal and other expenses (including the cost of any
investigation and preparation) as they are incurred by Bank of America, BAS or
Citi. The Borrower also shall indemnify and hold harmless Bank of America, BAS,
Citi and their affiliates and their respective directors, officers, employees
and agents (the "Indemnified Parties") from and against any and all losses,
claims, damages and liabilities, joint or several, related to or arising out of
any matters contemplated by this letter, unless and only to the extent that it
shall be finally judicially determined that such losses, claims, damages or
liabilities resulted primarily from the gross negligence or willful misconduct
of Bank of America, BAS or Citi.

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Mr. Frank Spencer
October 4, 2005
Page 4

The contents of the Commitment Documents are confidential and, except for
disclosure thereof on a confidential basis to your accountants, attorneys,
insurance companies and other professional advisors retained by you in
connection with the Senior Credit Facility or as otherwise required by law, may
not be disclosed in whole or in part to any person or entity without our prior
written consent; provided, however, it is understood and agreed that you may
disclose this Mandate Letter but not the Fee Letter after your acceptance of the
Commitment Documents in filings with the Securities and Exchange Commission and
other applicable regulatory authorities and stock exchanges. Notwithstanding
anything herein to the contrary, the Borrower and any other party to the Senior
Credit Facility (and any employee, representative or other agent of the
foregoing) may disclose to any and all persons, without limitation of any kind
(a) any information with respect to the U.S. federal and state income tax
treatment of the Senior Credit Facility and any facts that may be relevant to
understanding such tax treatment, which facts shall not include for this purpose
the names of the parties or any other person names herein, or information that
would permit identification of the parties or such other persons, or any pricing
terms or other nonpublic business or financial information that is unrelated to
such tax treatment or facts, and (b) all materials of any kind (including
opinions or other tax analyses) relating to such tax treatment or facts that are
provided to any of the persons referred to above. Further, Bank of America, BAS
and Citi shall be permitted to use information related to the syndication and
arrangement of the Senior Credit Facility in connection with marketing, press
releases or other transactional announcements or updates provided to investor or
trade publications. Bank of America, BAS and Citi hereby notify you that
pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56
(signed into law October 26, 2001) (the "Act"), each of them is required to
obtain, verify and record information that identifies the Borrower and the
Guarantor, which information includes names and addresses and other information
that will allow Bank of America or BAS or Citi, as applicable, to identify the
Borrower and the Guarantor in accordance with the Act. Finally, Borrower may
disclose to other lenders that Bank of America, BAS and Citi have agreed to act
as Agent and co-Lead Arrangers for syndication of the Senior Credit Facility,
but will not disclose the contents of the Commitment Documents to such other
lenders without the prior approval of Bank of America, BAS and Citi.

You acknowledge that Bank of America, BAS and Citi or their affiliates may be
providing financing or other services to parties whose interests may conflict
with yours. Bank of America, BAS and Citi agree that they will not furnish
confidential information obtained from you to any of their other customers and
that they will treat confidential information relating to you and your
affiliates with the same degree of care a