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                                                                    EXHIBIT 10.2

                                                               November 22, 2005

Cohen & Steers Capital Advisors, LLC
280 Park Avenue, 10th floor
New York, New York 10017

Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, WI 53202

            Re: Placement of Securities of Windrose Medical Properties Trust

Dear Sirs:

            This letter (the "Agreement") confirms our agreement to retain Cohen
& Steers Capital Advisors, LLC and Robert W. Baird & Co. Incorporated (the
"Co-Placement Agents") as our exclusive agents for a period commencing on the
date of this letter and terminating on December 15, 2005, unless extended by the
parties, to introduce Windrose Medical Properties Trust, a Maryland real estate
investment trust (the "Company"), to certain investors as prospective purchasers
(the "Offer") of up to 2,962,000 shares of the Company's Common Shares of
Beneficial Interest, par value $.01 per share (the "Securities") (assuming the
maximum number of Securities is issued and sold). The engagement described
herein (i) may be terminated by the Company at any time prior to the Closing (as
defined below) and (ii) shall be in accordance with applicable laws and pursuant
to the following procedures and terms and conditions:

            1. The Company will:

            (a) Cause the Company's independent public accountants to address to
the Company and the Co-Placement Agents and deliver to the Company and the
Co-Placement Agents (i) a letter or letters (which letters are frequently
referred to as "comfort letters") dated the date hereof, and (ii) if so
requested by the Co-Placement Agents, a "bring-down" letter delivered the date
on which the sale of Securities is consummated pursuant to the Purchase
Agreement dated the date hereof between the Company and the purchaser party
thereto (the "Purchase Agreement") (such date, the "Closing Date" and the time
of such consummation on any such Closing Date, a "Closing"), which, with respect
to the letter referred to in clause (i) above, will be substantially in the form
attached hereto as Annex I, and with respect to the letter or letters referred
to in clause (ii) above, will be in form and substance reasonably satisfactory
to the Co-Placement Agents.

            (b) On the Closing Date, cause outside counsel to the Company to
deliver an opinion or opinions to the Co-Placement Agents substantially in the
form of Annex II hereto.

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                                      -2-

            (c) Prior to Closing apply for listing the Securities for trading on
the New York Stock Exchange, Inc. ("NYSE") and will use its commercially
reasonable efforts to obtain approval from the NYSE with respect to such listing
as soon as reasonably practicable within 10 days after the Closing Date and, if
such approval is not obtained within 10 days, to continue to use its
commercially reasonable efforts to obtain such approval as soon as practicable
thereafter.

            (d) Prior to the Closing, not sell or approve the solicitation of
offers for the purchase of additional Securities in excess of the amount which
shall be authorized by the Company or in excess of the aggregate offering price
of the Securities registered pursuant to the Registration Statement (as defined
below).

            (e) Use the proceeds of the offering contemplated hereby as set
forth under the caption "Use of Proceeds" in the Prospectus Supplement (as
defined below).

            2. The Company authorizes the Co-Placement Agents to use the
Prospectus (as defined below) in connection with the Offer for such period of
time as the Prospectus is required by law to be delivered in connection
therewith and the Co-Placement Agents agree to do so.

            3. (a) The Co-Placement Agents will use commercially reasonable
efforts on behalf of the Company in connection with the Co-Placement Agents'
services hereunder. No offers or sales of Securities shall be made to any person
without the prior approval of such person by the Company, such approval to be at
the reasonable discretion of the Company. The Co-Placement Agents' aggregate fee
for its services hereunder will be an amount equal to the sum of (i) 3.25% of
the gross proceeds received by the Company from the sale of Securities to
non-affiliates of the Co-Placement Agents as a result of the Offer and (ii) 1.0%
of the gross proceeds received by the Company from the sale of Securities to
affiliates of the Co-Placement Agents. Such fee shall be payable by the Company
at and subject to the consummation of the Closing. The Company, upon
consultation with the Co-Placement Agents, may establish in the Company's
discretion a minimum aggregate amount of Securities to be sold in the offering
contemplated hereby, which minimum aggregate amount shall be reflected in the
Prospectus. The Co-Placement Agents will not enter into any agreement or
arrangement with any broker, dealer or other person in connection with the
placement of Securities (individually, a "Participating Person" and
collectively, "Participating Persons") which will obligate the Company to pay
additional fees or expenses to or on behalf of a Participating Person without
the prior written consent of the Company, it being understood that Jefferies &
Company, Inc. will be acting as settlement agent ("Settlement Agent") in
connection with the Offer and the Company will pay the fees and expenses of the
Settlement Agent which shall be calculated at the rate of $.02 per Security
sold.

            (b) The Company agrees that it will pay its own costs and expenses
incident to the performance of the obligations hereunder whether or not any
Securities are

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                                      -3-

offered or sold pursuant to the Offer, including, without limitation, (i) the
filing fees and expenses, if any, incurred with respect to any filing with the
NYSE, (ii) all costs and expenses incident to the preparation, issuance,
execution and delivery of the Securities, (iii) all costs and expenses
(including filing fees) incident to the preparation, printing and filing under
the Securities Act of 1933, as amended (the "Act"), of the Registration
Statement and the Prospectus, including, without limitation, in each case, all
exhibits, amendments and supplements thereto, (iv) all costs and expenses
incurred in connection with the required registration or qualification of the
Securities issuable under the laws of such jurisdictions as the Co-Placement
Agents may reasonably designate, if any, (v) all costs and expenses incurred by
the Company in connection with the printing (including word processing and
duplication costs) and delivery of the Prospectus and Registration Statement
(including, without limitation, any preliminary and supplemental blue sky
memoranda) including, without limitation, mailing and shipping, (vi) all fees
and expenses incurred in marketing the Offer and (vii) the fees and
disbursements of Hunton & Williams, LLP, counsel to the Company, and any other
counsel to the Company, and KPMG LLP, auditors to the Company. In addition, the
Company agrees to reimburse the Co-Placement Agents for all out-of-pocket
expenses of the Co-Placement Agents in connection with the Offer, including but
not limited to the reasonable legal fees, expenses and disbursements of the
Co-Placement Agents' counsel in connection with the Offer, which out-of-pocket
expenses and fees shall not exceed $90,000.

            4. (a) The Company will indemnify and hold harmless the Co-Placement
Agents and each of their partners, directors, officers, associates, affiliates,
subsidiaries, employees, consultants, attorneys and agents, and each person, if
any, controlling each of the Co-Placement Agents or any of their affiliates
within the meaning of either Section 15 of the Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
against any and all losses, claims, damages, liabilities or costs (and any
reasonable legal or other expenses incurred by each of the Co-Placement Agents
in investigating or defending the same or in giving testimony or furnishing
documents in response to a request of any government agency or to a subpoena) in
any way relating to, arising out of or caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
in the Prospectus or in any way relating to, arising out of or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Such indemnity
agreement shall not, however, apply to any such loss, claim, damage, liability,
cost or expense (i) if such statement or omission was made in reliance upon or
in conformity with information furnished in writing to the Company by the
Co-Placement Agents or their affiliates or any of the Purchasers, Investment
Advisers or Broker-Dealers (as defined in the Purchase Agreement) or their
respective affiliates expressly for use in the Prospectus Supplement, or (ii)
which is held in a final judgment of a court of competent jurisdiction (not
subject to further appeal) to have arisen out

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                                      -4-

of the gross negligence or willful misconduct of the Co-Placement Agents or
any indemnitee described in this paragraph 4(a).

            (b) The Co-Placement Agents will indemnify and hold harmless the
Company and each of its trustees, officers, associates, affiliates,
subsidiaries, employees, consultants, attorneys, agents, and each person
controlling the Company or any of its affiliates within the meaning of either
Section 15 of the Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages, liabilities, costs or expenses (and any reasonable
legal or other expenses incurred by such indemnitee in investigating or
defending the same or in giving testimony or furnishing documents in response to
a request of any government agency or to a subpoena) (i) which are held in a
final judgment of a court of competent jurisdiction (not subject to further
appeal) to have arisen out of the gross negligence or willful misconduct of such
Co-Placement Agents or any of its respective partners, directors, officers,
associates, affiliates, subsidiaries, employees, consultants, attorneys and
agents, and each person, if any, controlling the Co-Placement Agents or any of
its affiliates within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act or (ii) relating to, arising out of or caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Prospectus Supplement or in any way relating to, arising out of or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, if such statement or
omission was made in reliance upon or in conformity with information furnished
in writing to the Company by the Co-Placement Agents or their affiliates or any
of the Purchasers, Investment Advisers or Broker-Dealers or their respective
affiliates expressly for use in the Prospectus Supplement, or (iii) which result
from violations by the Co-Placement Agents of law or of requirements, rules or
regulations of federal or state securities regulators, self-regulatory
associations or organizations in the securities industry, stock exchanges or
organizations with similar functions or responsibilities with respect to
securities brokers or dealers, as determined by a court of competent
jurisdiction or applicable federal or state securities regulators,
self-regulatory associations or organizations in the securities industry or
stock exchanges or organizations, as applicable.

            (c) If any action, proceeding or investigation is commenced as to
which any indemnified party hereunder proposes to demand indemnification under
this letter agreement, such indemnified party will notify the indemnifying party
with reasonable promptness. The indemnifying party shall have the right to
retain counsel of its own choice (which counsel shall be reasonably satisfactory
to the indemnified party) to represent it and such counsel shall, to the extent
consistent with its professional responsibilities, cooperate with the
indemnified party and any counsel designated by the indemnified party; provided,
however, it is understood and agreed that if the indemnifying party assumes the
defense of a claim for which indemnification is sought hereunder, it shall have
no obligation to pay the expenses of separate counsel for the indemnified party,
unless defenses are available to the

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                                      -5-

indemnified party that make it impracticable for the indemnifying party and the
indemnified party to be represented by the same counsel in which case the
indemnified party shall be entitled to retain one counsel. The indemnifying
party will not be liable under this letter agreement for any settlement of any
claim against the indemnified party made without the indemnifying party's
written consent.

            (d) In order to provide for just and equitable contribution, if a
claim for indemnification pursuant to this paragraph 4 is made but it is found
in a final judgment by a court of competent jurisdiction (not subject to further
appeal) that such indemnification may not be enforced in such case, even though
the express provisions hereof provided for indemnification in such case, then
the Company, on the one hand, and the Co-Placement Agents, on the other hand,
shall contribute to the losses, claims, damages, liabilities or costs to which
the indemnified persons may be subject in accordance with the relative benefits
received from the offering and sale of the Securities by the Company, on the one
hand, and the Co-Placement Agents, on the other hand (it being understood that,
with respect to the Co-Placement Agents, such benefits received are limited to
fees actually paid by the Company and received by the Co-Placement Agents
pursuant to this Agreement), and also the relative fault of the Company, on the
one hand, and the Co-Placement Agents, on the other hand, in connection with the
statements, acts or omissions which resulted in such losses, claims, damages,
liabilities or costs, and any relevant equitable considerations shall also be
considered. No person found liable for a fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who is not also found liable for such fraudulent misrepresentation.
Notwithstanding the foregoing, the Co-Placement Agents shall not be obligated to
contribute any amount hereunder that exceeds the fees received by the
Co-Placement Agents in respect to the offering and sale of the Securities.

            5. The Company represents and warrants to the Co-Placement Agents as
of the date hereof and as of the Closing Date as follows:

            (a) The Company meets the requirements for use of Form S-3 under the
Act and meets the requirements pursuant to the standards for such Form as (i)
are in effect on the date hereof and (ii) as were in effect immediately prior to
October 21, 1992. The Company's Registration Statement (as defined below) was
declared effective by the SEC (as defined below) and the Company has filed such
post-effective amendments thereto as may be required prior to the execution of
this Agreement and each such post-effective amendment became effective. The SEC
has not issued, and to the Company's knowledge, the SEC has not threatened to
issue, a stop order with respect to the Registration Statement, nor has it
otherwise suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, nor, to the Company's knowledge,
has it threatened to do so. On the effective date, (i) the Registration
Statement complied in all material respects with the requirements of the Act and
the rules and regulations promulgated under the Act (the "Regulations"); at the
effective date the Basic Prospectus (as defined below) complied, and at

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                                      -6-

the Closing the Prospectus will comply, in all material respects with the
requirements of the Act and the Regulations; and (ii) the Registration Statement
at the effective date and as amended or supplemented on the date hereof and on
the Closing Date did not, does not and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and the Prospectus as of any such
time, did not, does not and will not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the representations and warranties in this
subsection shall not apply to statements in or omissions from the Registration
Statement or the Prospectus made in reliance upon and in conformity with
information furnished to the Company in writing by (i) the Co-Placement Agents
or their affiliates or (ii) by or on behalf of any of the Purchasers, Investment
Advisers or Broker-Dealers or any of their respective affiliates, in each case,
expressly for use therein. As used in this Agreement, the term "Registration
Statement" means the "shelf" registration statement on Form S-3 (File No.
333-112183) as declared effective by the Securities and Exchange Commission (the
"SEC"), including exhibits, financial statements, schedules and documents
incorporated by reference therein. The term "Basic Prospectus" means the
prospectus included in the Registration Statement at the time it became
effective. The term "Prospectus Supplement" means the prospectus supplement
dated November 22, 2005 specifically relating to the Securities as filed with
the SEC pursuant to Rule 424 under the Act in connection with the sale of the
Securities. The term "Prospectus" means the Basic Prospectus and the Prospectus
Supplement taken together. Any reference in this Agreement to the Registration
Statement or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein as of the date hereof or the date of
the Prospectus, as the case may be, and any reference herein to any amendment or
supplement to the Registration Statement or the Prospectus shall be deemed to
refer to and include any documents filed after such date and through the date of
such amendment or supplement under the Exchange Act, which, upon filing, are
incorporated by reference into such Registration or Prospectus prior to the
completion of the offering of the Securities (unless expressly stated otherwise)
as required by paragraph (b) of Item 12 of Form S-3.

            (b) Since the date as of which information is given in the
Registration Statement and the Prospectus, except as otherwise stated therein,
(i) there has been no material adverse change or any development which could
reasonably be expected to give rise to a prospective material adverse change in
or affecting the condition, financial or otherwise, or in the earnings, business
affairs or, to the Company's knowledge, business prospects of the Company and
the subsidiaries of the Company, if any (the "Subsidiaries") considered as one
enterprise, whether or not arising in the ordinary course of business, (ii)
there have been no transactions entered into by the Company or any of its
Subsidiaries, other than those in the ordinary course of business, which are
material with respect to the Company and its Subsidiaries considered as one
enterprise, and (iii) other than regular quarterly dividends,

<PAGE>
                                      -7-

there has been no dividend or distribution of any kind declared, paid or made by
the Company on any class of its shares of equity securities.

            (c) The Company has been duly organized as a real estate investment
trust and is validly existing in good standing under the laws of the State of
Maryland. Each of the Subsidiaries of the Company has been duly organized and is
validly existing in good standing under the laws of its jurisdiction of
organization. Each of the Company and its Subsidiaries has the necessary power
and authority to own and lease its properties and to conduct its business as
described in the Prospectus; and each of the Company and its Subsidiaries is
duly qualified to transact business in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure to so qualify
would not have a material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or, to the Company's knowledge,
business prospects of the Company and its Subsidiaries considered as one
enterprise.

            (d) As of the date hereof, the authorized capital stock of the
Company consisted of 100,000,000 common shares of beneficial interest, par value
$.01 per share, and 20,000,000 preferred shares of beneficial interest, par
value $.01 per share, of which 14,085,062 common shares and 2,100,000 of
preferred shares are issued and outstanding as of such date (without giving
effect to any shares to be issued as contemplated by this Agreement) and
85,914,938 common shares are authorized and unissued of which 3,000,000 will be
designated as the Securities. The issued and outstanding common and preferred
shares of the Company have been duly authorized and validly issued and are fully
paid and non-assessable; the Securities have been duly authorized, and when
issued in accordance with the terms of the Declaration of Trust and Bylaws of
the Company and delivered and paid for as contemplated in the Purchase
Agreement, will be validly issued, fully paid and non-assessable; the Securities
and the preferred shares of the Company conform to all statements relating
thereto contained in the Prospectus; and the issuance of the Securities is not
subject to preemptive or other similar rights.

            (e) Neither the Company nor any of its Subsidiaries is in violation
of its organizational documents or in default in the performance or observance
of any material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other instrument
or agreement to which the Company or any of its Subsidiaries is a party or by
which it or any of them may be bound, or to which any of the property or assets
of the Company or any of its Subsidiaries is subject where such violation or
default would have a material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or, to the Company's knowledge,
business prospects of the Company and its Subsidiaries considered as one
enterprise. The execution, delivery and performance of this Agreement, and the
issuance and delivery of the Securities and the consummation of the transactions
contemplated herein have been duly authorized by all necessary action and will
not conflict with or constitute a material breach of, or a material

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                                      -8-

default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any material property or assets of the Company or any of its
Subsidiaries pursuant to, any material contract, indenture, mortgage, loan
agreement, note, lease or other instrument or agreement to which the Company or
any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries may be bound, or to which any of the property or assets of the
Company or any of its Subsidiaries is subject, nor will any such action result
in any violation of the provisions of the Declaration of Trust of the Company,
as supplemented by the Articles Supplementary, by-laws or other organizational
documents of the Company or any of its Subsidiaries or any law, administrative
regulation or administrative or court decree applicable to the Company.

            (f) The Company is organized in conformity with the requirements for
qualification and, as of the date hereof and as of the Closing, operates in a
manner that qualifies it as a "real estate investment trust" under the Internal
Revenue Code of 1986, as amended, and the rules and regulations thereunder and
will be so qualified after giving effect to the sale of the Securities assuming
the accuracy of the representations and warranties of the Purchasers set forth
in the Purchase Agreement.

            (g) The Company is not required to be registered under the
Investment Company Act of 1940, as amended.

            (h) Except as disclosed in the Prospectus, there is no action, suit
or proceeding before or by any court or governmental agency or body, domestic or
foreign, now pending, or, to the knowledge of the Company, threatened against
the Company or any of its Subsidiaries, which, if determined adversely to the
Company or any of its Subsidiaries, could reasonably be expected to result in a
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or, to the Company's knowledge, business prospects of
the Company and its Subsidiaries considered as one enterprise, or which is
likely to materially and adversely affect the ability of the Company to
consummate the transactions contemplated by this Agreement; all pending legal or
governmental proceedings to which the Company or any of its Subsidiaries is a
party or of which any of their respective property or assets is the subject
which are not described in the Prospectus, including ordinary routine litigation
incidental to its business, considered in the aggregate, would not result in a
material adverse change in the business of the Company and its Subsidiaries
considered as one enterprise if resolved in a manner unfavorable to the Company
and its Subsidiaries.

            (i) No authorization, approval or consent of any court or United
States federal or state governmental authority or agency is necessary in
connection with the sale of the Securities as contemplated hereunder, except
such as may be required under the Act or the Regulations or state securities
laws or real estate syndication laws.

            (j) The Company and its Subsidiaries possess such certificates,
authorities or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies

<PAGE>
                                      -9-

necessary to conduct the business now conducted by them, except where the
failure to possess such certificates, authority or permits would not have a
material adverse effect on the condition, financial or otherwise, or the
earnings, business affairs or, to the Company's knowledge, business prospects of
the Company and its Subsidiaries considered as one enterprise. Neither the
Company nor any of its Subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such certificate, authority or
permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would materially and adversely affect the
condition, financial or otherwise, or the earnings, business affairs or, to the
Company's knowledge, business prospects of the Company and its Subsidiaries
considered as one enterprise, nor, to the knowledge of the Company, are any such
proceedings threatened or contemplated.

            (k) The Company has full power and authority to enter into this
Agreement, and this Agreement has been duly authorized, executed and delivered
by the Company and constitutes a legal, valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms except as
may be limited by (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights or remedies
of creditors or (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law and the discretion
of the court before which any proceeding therefor may be brought (collectively,
the "Enforceability Exceptions").

            (l) As of the dates set forth therein or incorporated by reference,
the Company's subsidiaries had good and marketable title to all of the
properties and assets reflected in the audited financial statements contained in
the Prospectus, subject to no lien, mortgage, pledge or encumbrance of any kind
except (i) those reflected in such financial statements, (ii) as are otherwise
described in the Prospectus, (iii) as do not materially adversely affect the
value of such property or interests or interfere with the use made or proposed
to be made of such property or interests by the Company and its subsidiaries, or
(iv) customary provisions of mortgage loans secured by mortgages or deeds of
trust on similar types of properties.

            (m) Any certificate signed by any officer of the Company and
delivered to the Co-Placement Agents or to counsel for the Co-Placement Agents
shall be deemed a representation and warranty by the Company to the Co-Placement
Agents as to the matters covered thereby.

            (n) Neither the issuance, sale and delivery of the Securities nor
the application of the proceeds thereof by the Company as described in the
Prospectus will cause the Company to violate or be in violation of Regulation T,
U or X of the Board of Governors of the Federal Reserve System or any other
regulation of such Board of Governors.

<PAGE>
                                      -10-

            (o) The statements set forth in the Basic Prospectus under the
caption "Description of Capital Shares -- Common Shares" in so far as such
statements purport to summarize provisions of laws or documents referred to
therein, are correct in all material respects and fairly present the information
required to be presented therein.

            (p) The Company has filed all material contracts, agreements,
indentures or other documents to which it or any of its Subsidiaries is a party
that were required to be filed as an exhibit to its Annual Report on Form 10-K
for the fiscal year ended December 31, 2004 or any subsequent Exchange Act
filings prior to the date hereof.

            6. The Co-Placement Agents represent and warrant to the Company that
(i) each of them is registered as a broker-dealer under the Exchange Act and
licensed or otherwise qualified to do business as a broker-dealer in all states
in which it will offer any Securities pursuant to this Agreement, (ii) assuming
compliance by the Company with all relevant provisions of the Act in connection
with the Prospectus, the Co-Placement Agents will conduct all offers and sales
of the Securities in compliance with the relevant provisions of the Act and the
Regulations and various state securities laws and regulations, (iii) the
Co-Placement Agents will only act as agents in those jurisdictions in which they
are authorized to do so and (iv) the Co-Placement Agents will not distribute to
any Purchaser, Investment Adviser or Broker-Dealer any written material relating
to the offering contemplated hereby other than the Prospectus.

            7. This Agreement shall be governed by the laws of the State of New
York governing contracts made and to be performed in such State without giving
effect to principles of conflicts of law.

            8. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be the same Agreement. Executed counterparts may be delivered by
facsimile.

            9. Construction. When used herein, the phrase "to the knowledge of"
the Company or "known to" the Company or any similar phrase means the actual
knowledge of the Chief Executive Officer, Interim Chief Financial Officer or
Chief Operating Officer of the Company and includes the knowledge that such
officers would have obtained of the matter represented after reasonable due and
diligent inquiry of those employees of the Company whom such officers reasonably
believe would have actual knowledge of the matters represented.

<PAGE>
                                      -11-

            If the foregoing is in accord with your understanding of our
agreement, please sign in the space provided below and return a signed copy of
this letter to the Company.

                                             Sincerely,

                                             WINDROSE MEDICAL PROPERTIES TRUST

                                             By: /s/ Daniel R. Loftus
                                                 -------------------------------
                                                 Name: Daniel R. Loftus
                                                 Title: Executive Vice President

Accepted by:

COHEN & STEERS CAPITAL ADVISORS, LLC

By: /s/ Laurent X. de Marval
    ---------------------------------
    Name: Laurent X. de Marval
    Title: Managing Director

ROBERT W. BAIRD & CO. INCORPORATED

By: /s/ Mark Decker, Sr.
   ----------------------------------
    Name: Mark Decker, Sr.
    Title: Managing Director