January 31, 2004



Corrpro Companies, Inc.

1090 Enterprise Drive

Medina, Ohio 44256



Attention:  Joseph W. Rog, CEO



Re:      Note Purchase Agreement, dated as of January 21, 1998, between Corrpro

         Companies, Inc. and The Prudential Insurance Company of America.



Ladies and Gentlemen:



         Reference is made to (i) that certain Note Purchase Agreement, dated as

of January 21, 1998 (as amended from time to time, the "Note Agreement"),

between Corrpro Companies, Inc., an Ohio corporation (the "Company"), and The

Prudential Insurance Company of America ("Prudential"), pursuant to which the

Company issued and Prudential now holds the Company's Third Amended and Restated

Senior Notes due January 15, 2008 in an aggregate principal amount of

$25,352,573.00 (the "Notes"), and (ii) that certain Forbearance Agreement, dated

July 31, 2003 (as amended from time to time, the "Forbearance Agreement" and

together with the Note Agreement, the "Agreements") between the Company and

Prudential. Capitalized terms used herein and not otherwise defined herein shall

have the meanings assigned to such terms in the Agreements.



         Consistent with the provisions of the Forbearance Agreement, the

Company, with the consent of the holders of the Notes, has entered into a

Securities Purchase Agreement in order to complete the Refinance Transaction (as

hereinafter defined). The Securities Purchase Agreement is under review by the

United States Securities and Exchange Commission, and in connection with such

Refinance Transaction, the Company is not in compliance with the deadlines set

forth in Section 1.2(v) of the Forbearance Agreement (the "Milestone Defaults").



         The Company has requested that Prudential agree to forbear from

exercising its rights and remedies under the Agreements arising as a result of

the occurrence and continuation of the Existing Events of Default and the

Milestone Defaults (collectively, the "Existing Defaults") and agree to certain

other changes to the Note Agreement, including to defer the date of certain

required payments of principal on the Notes, as more particularly set forth

herein. Subject to the terms and conditions hereof, and effective upon the

satisfaction of the conditions set forth herein, and provided that the Company

agrees to the modifications of the Agreements and the Notes set forth below,

Prudential is willing to agree to such request. Accordingly, and in accordance

with the provisions of paragraph 11C of the Note Agreement, the parties hereto

agree as follows:



                       AMENDMENTS TO FORBEARANCE AGREEMENT

                       -----------------------------------



1. SECTION 1.1. Prudential hereby agrees that the Forbearance Period (the

expiration date of which is currently January 31, 2004) set forth in Section 1.1

of the Forbearance Agreement shall be extended until March 31, 2004.



2. SECTION 1.2(f). Section 1.2(f) of the Forbearance Agreement shall be amended

by deleting the word "or" contained directly after the date "September 30, 2003"

and inserting a comma in its place, and

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