ARTICLES OF INCORPORATION

                                       OF

                             CORRPRO COMPANIES, INC.



                              AMENDED AND RESTATED

                              AS OF MARCH 30, 2004



         FIRST: The name of the Corporation is CORRPRO COMPANIES, INC.



         SECOND: The Corporation's principal office is located in the City of

Medina, County of Medina, State of Ohio.



         THIRD: The purpose or purposes for which, or for any of which, it is

formed are to enter into, promote or conduct any kind of business, contract or

undertaking permitted to corporations for profit organized under the General

Corporation Laws of the State of Ohio, to engage in any lawful act or activity

for which corporations may be formed under Sections 1701.01 to 1701.98,

inclusive, of the Ohio Revised Code, and, in connection therewith, to exercise

all express and incidental powers normally permitted such corporations.



         FOURTH: The maximum number of shares which the Corporation is

authorized to have outstanding is forty-one million (41,000,000) shares,

consisting of forty million (40,000,000) Common Shares, without par value, and

one million (1,000,000) Serial Preferred shares, without par value, of which

eight hundred thousand (800,000) shares shall be voting and two hundred thousand

(200,000) shares shall be non-voting.



(a)      Common Shares. The Common Shares shall be subject to the express terms

of the Serial Preferred Shares and of any series thereof. Each Common Share

shall be equal to every other Common Share and shall have the following powers,

rights, qualifications and limitations:



         (1)      Each Common Share shall entitle the holder thereof to one

         vote.



         (2)      Whenever the full dividends upon any outstanding Serial

         Preferred Shares for all past dividend periods shall have been paid and

         the full dividends thereon for the then current respective dividend

         periods shall have been paid, or declared and a sum sufficient for the

         respective payments thereof set apart, the holders of the Common Shares

         shall be entitled to receive such dividends and distributions, payable

         in cash or otherwise, as may be declared thereon by the Board of

         Directors from time to time out of assets or funds of the Corporation

         legally available therefor.



         (3)      In the event of any liquidation, dissolution or winding up of

         the Corporation, whether voluntary or involuntary, after the payment or

         setting apart for payment to the holders of any outstanding Serial

         Preferred Shares of the full preferential amounts to which such holders

         are entitled as herein provided or referred to, all of the remaining

         assets of the Corporation shall belong to and be distributable in equal

         amounts per share to the holders of the Common Shares. For purposes of

         this paragraph 3, a consolidation



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         or merger of the Corporation with any other corporation, or the sale,

         transfer or lease of all or substantially all its assets shall not

         constitute or be deemed a liquidation, dissolution or winding up of the

         Corporation.



(b)      Serial Preferred Shares. The Serial Preferred shares may be issued,

from time to time, in one or more series, with such designations, preferences

and relative, participating, optional or other special rights, and

qualifications, limitations or restrictions thereof, as shall be stated and

expressed in the resolution or resolutions providing for the issue of such

series adopted by the Board of Directors. All shares of any one series of Serial

Preferred Shares shall be alike in every particular and, except as otherwise

provided in the Articles, all series shall rank equally and be identical in all

respects except insofar as they may vary with respect to the matters which the

Board of Directors is hereby expressly authorized to determine in the resolution

or resolutions providing for the issue of any series of the Serial Preferred

Shares.



         (1)      The Board of Directors, in such resolution or resolutions (a

         copy of which shall be filed and recorded as required by law), is also

         expressly authorized to fix:



                  (i)      the distinctive serial designations and the division

                  of such shares into series and the number of shares of a

                  particular series, which may be increased or decreased, but

                  not below the number of shares thereof then outstanding, by a

                  certificate made, signed, filed and recorded as required by

                  law;



                  (ii)     The annual dividend rate for the particular series,

                  and the date or dates from which dividends on all shares of

                  such series shall be cumulative, if dividends on shares of the

                  particular series shall be cumulative;



                  (iii)    The redemption price or prices, if any, for the

                  particular series;



                  (iv)     The right, if any, of the holders of a particular

                  series to convert such stock into other classes of shares, and

                  the terms and conditions of such conversions; and



                  (v)      The obligation, if any, of the Corporation to

                  purchase and retire and redeem shares of a particular series

                  as a sinking fund or redemption or purchase account, the terms

                  thereof and the redemption price or prices per share for such

                  series redeemed pursuant to the sinking fund or redemption or

                  purchase account.



         (2)      Except as expressly provided with respect to the Series B

         Preferred Stock as set forth in Article FOURTH paragraph (d), the

         holders of voting Serial Preferred Shares shall be entitled to one vote

         for each voting Serial Preferred Share upon all matters presented to

         the shareholders, and, except as otherwise provided by these Amended

         and Restated Articles of Incorporation or required by law, the holders

         of voting Serial Preferred Shares and the holders of Common Shares

         shall vote together as one class on all matters. Except as expressly

         provided with respect to Series B Preferred Stock as set forth in

         Article FOURTH paragraph (d), no adjustment of the voting rights of

         holders of voting Serial Preferred Shares shall be made in the event of

         an increase or decrease in the number of Common Shares authorized or

         issued or in the event of a stock split or combination of the Common

         Shares or in the event of a stock dividend on any class of stock

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