1.1 Amendments. The Merger Agreement is amended as follows:(a) Section 2.2(a) is amended to read in its entirely as follows:          (a) Funding. At the Effective Time, (i) the Parent shall deposit the LiquidationConsideration with the Exchange Agent; (ii) the Parent shall pay the obligations described inSection 3.2(k)(v) (the Excluded Liabilities) and Section 3.2(k)(vi) (the M&I Debt)in the amounts specified by the Persons to whom such obligations are owed in the Payoff Statementreferred to in Section 3.2(k)(v) such that the Merging Companies thereupon shall have no furtherliability whatsoever to those Persons; (iii) the Parent shall deposit, or cause to be deposited,the Indemnity Escrow Amount, the Adjustment Amount and the Appraisal Rights Amount (if any) (eachreduced in accordance with Section 1.4(f) by the amounts attributable to the ContributedShares) into the Escrow Account and (iv) the Parent shall pay the Reserve Amount to the SellerRepresentative. Immediately following the Effective Time, and subject to Section 2.2(d),(x) the Holding Company shall deposit with the Exchange Agent referred to below the sum of$22,446,779.22 (the “Holding Company Deposit”) and (y) the Parent shall provide funds, from time totime when and as required in addition to the Holding Company Deposit, to make the payments providedfor herein when due, to a bank or trust company designated by the Parent and reasonablysatisfactory to the Holding Company (the “Exchange Agent”), such funds together with the HoldingCompany Deposit to be used for the benefit of the holders of the Merger Shares and Company Options,in cash in U.S. dollars in the aggregate amounts necessary to permit the Parent to discharge itsobligations under this Agreement in an aggregate amount equal to the Estimated Total Cash EquityPrice (reduced in accordance with Section 1.4(f) by the amounts attributable to theContributed Shares) (the Holding Company Deposit and such cash deposited by the Parent pursuant tothe foregoing provision (and interest thereon), being hereinafter referred to as the “ExchangeFund”). The Exchange Agent shall deliver the Merger Consideration and the Option Payments out ofthe Exchange Fund. The Exchange Fund shall not be used for any other purpose. Payment of MergerConsideration and Option Payments shall be made in installments as necessary, taking into accountany Excess Payment and disbursement of the Indemnity Escrow Amount, the Adjustment Amount, theAppraisal Rights Amount (if any) and the Reserve Amount.          (b) Section 3.1 is amended by replacing “February 29, 2008” with “March 10, 2008”.          (c) Notwithstanding anything to the contrary in the Merger Agreement, all references to theClosing Date contained in the definitions of  Closing Balance Sheet, Closing Date Indebtedness,Estimated Balance Sheet and Working Capital shall be deemed to be references to February 29, 2008.          (d) Item 7 of Schedule 6.2 shall be deleted.          (e) The following clause shall be added immediately before the period at the end of clause(iii) of Section 10.1(b): “and (iv) any indemnification obligations under the engagement letterdated July 11, 2007 between the Holding Company and Wachovia Capital Markets, LLC.”
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     1.2 Governing Law. THIS AMENDMENT IS GOVERNED BY AND CONSTRUED AND ENFORCED INACCORDANCE WITH THE LAWS OF THE STATE OF WISCONSIN WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OFLAW.     1.3 Merger Agreement Otherwise in Full Force and Effect. Except as provided herein,all provisions, terms and conditions of the Merger Agreement shall remain in full force and effect.     1.4 Counterparts. This Amendment may be executed in one or more counterparts, all ofwhich are considered but one and the same agreement, and become effective when one or more suchcounterparts have been signed by each of the parties and delivered to the other party. A facsimilesignature of this Amendment is effective as an original.[*Remainder of page intentionally left blank*.]
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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forthabove.       **COGDELL SPENCER INC.**       By:         Name: Frank C. Spencer  Title: President and CEO       **PARENT:**         **COGDELL SPENCER LP**       By: CS Business Trust I, its General Partner       By: Cogdell Spencer Inc., its Sole Beneficial Owner       By:         Name: Frank C. Spencer  Title: President and CEO       **MERGER SUB:**       **GOLDENBOY ACQUISITION CORP.**       By: Cogdell Spencer LP, its Sole Beneficial Owner       By: CS Business Trust I, its General Partner       By: Cogdell Spencer Inc., its Sole Beneficial Owner       By:         Name: Frank C. Spencer  Title: President and CEO[Signature page to Amendment]
 

 
         **THE HOLDING COMPANY:**           **MEA HOLDINGS, INC.**           By:             Name:             Title             **MEA:**             **MARSHALL ERDMAN & ASSOCIATES, INC.**           By:             Name:             Title:                    **MED:**             **MARSHALL ERDMAN DEVELOPMENT, LLC**           By:             Name:             Title:                    **SELLER REPRESENTATIVES:**              David Pelisek              David Lubar              Scott Ransom  [Signature page to Amendment]
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