July 31, 2003







Corrpro Companies, Inc.

1090 Enterprise Drive

Medina, Ohio 44256

Attn: Joseph W. Rog, CEO



Ladies and Gentlemen:



     Reference is made to 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 Second Amended and Restated Senior

Notes due January 15, 2008 in an aggregate principal amount of $28,285,714 (the

"NOTES"). Capitalized terms used herein and not otherwise defined herein shall

have the meanings assigned to such terms in the Note Agreement.



     The Company failed to make a payment of principal on the Notes which was

due on July 31, 2003, in an amount equal to $7,560,767.58 (the "PAYMENT

DEFAULT"), which failure is continuing and constitutes an Event of Default under

paragraph 7A(i) of the Note Agreement. The Company has also advised Prudential

that other Events of Default exist under the Note Agreement as set forth on

Annex I hereto (the Payment Default and the other Events of Default listed on

Annex I hereto are referred to collectively herein as the "EXISTING EVENTS OF

DEFAULT"). The Company acknowledges that, as a result of the Existing Events of

Default, Prudential now has the right to cause the entire outstanding principal

balance of the Notes to become immediately due and payable.



     The Company has requested that Prudential agree to forbear from exercising

its rights and remedies under the Note Agreement arising as a result of the

occurrence and continuation of the Existing Events of Default 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 Note Agreement 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:



     SECTION 1. FORBEARANCE AND AGREEMENTS OF COMPANY.



     1.1   Forbearance. From and after the date hereof, subject to strict

compliance with the terms and conditions set forth herein, Prudential agrees to

forbear from enforcing its rights and remedies based on the Existing Events of

Default while the Company and its consultants continue to develop and implement

their plan for improvement of the Company's business and financial condition,

provided, that such agreement to forbear shall not create a waiver of any

Existing Event of Default or of the right of Prudential or any other any holder

of the Notes, upon the occurrence of a default hereunder or an Event of Default

(other than the Existing Events of Default) under the Note Agreement, to enforce

available rights and remedies at any time, in their sole discretion, in

accordance with the Note Agreement or the Notes, the Collateral Documents or any

documents, instruments or agreements executed in connection with any of the Note

Agreement, the Notes and the Collateral Documents (collectively with the Note

Agreement, the "NOTE DOCUMENTS"). Absent an earlier default hereunder or an

Event of Default (other than an Existing Event of Default) under the Note

Agreement, or the earlier termination of the Forbearance Period as provided in

Section 1.6 hereof, the period during which Prudential and the other holders of

the Notes shall so forbear is from the date hereof through October 31, 2003 (the

"FORBEARANCE PERIOD").





{PAGE}



     1.2   Forbearance Conditions and Agreements of the Company. The continued

effectiveness of Prudential's forbearance agreement shall be subject to the

continued satisfaction of each of the terms and conditions specified in this

Section 1.2. All agreements made by the Company in this Section 1.2 shall be

incorporated by reference into the Note Agreement and, unless expressly

otherwise provided therein, shall survive the termination of the Forbearance

Agreement so long as the Notes are outstanding.



           (a)   The Company shall keep the holders of the Notes and their

     consultants apprised of the business and financial operations of the

     Company and its Subsidiaries and of any material discussions and

     negotiations (other than discussions or negotiations in the ordinary course

     of the Company's business) pertaining to lessors, vendors, suppliers,

     customers, other creditors, joint venture partners or potential purchasers

     of any business segments or significant assets of the Company or any of its

     Subsidiaries. Reports on such matters shall be provided periodically and

     not less frequently than monthly.



           (b)   Notwithstanding any prior practice, the Company shall strictly

     comply with the financial reporting requirements under the Note Documents.

     In addition to the reporting requirements set forth in paragraph 5A of the

     Note Agreement, (i) not later than Wednesday of each week during the

     Forbearance Period, the Company and its financial advisors will deliver to

     the holders of the Notes, in form and detail satisfactory to the holders of

     the Notes, weekly updates to the detailed 13-week rolling cash flow

     forecast as required under Section 2.4 of this letter agreement; (ii) not

     later than the twentieth (20th) day of each month during the Forbearance

     Period, the Company and its financial advisors will deliver to the holders

     of the Notes, in form and detail satisfactory to the holders of the Notes:

     (x) a summary of agings of accounts payable and accounts receivable for the

     Company as of the end of the prior month, and (y) a duly-executed Officer's

     Certificate demonstrating (with computations in reasonable detail)

     compliance by the Company and its Subsidiaries with the cash flow

     restrictions set forth in clause (e) of this Section 1.2; (iii) the Company

     shall, immediately upon receipt thereof, deliver to the holders of the

     Notes copies of any correspondence, letters of intent, agreements or

     similar documents pertaining in any manner to any proposed sale or other

     disposition of any assets of the Company or its Subsidiaries other than in

     the ordinary course of business; and (iv) the Company shall provide to the

     holders of the Notes, within five (5) business days following any request

     by the holders of the Notes, a current listing of correct names and

     addresses of account debtors (together with periodic updates to such

     listing upon request by the holders of the Notes). If requested by the

     holders of the Notes, the Company promptly shall provide detailed backup

     for the monthly summary of agings of accounts payable and accounts

     receivable.



           (c)   The Company shall pay when due all amounts (other than the

     payments of principal being waived by the holders of the Notes during the

     Forbearance Period) owed to the holders of the Notes under the Note

     Documents.



           (d)   All representations and warranties made by the Company under

     this letter agreement shall be true and correct.



           (e)   (i)    There shall be no change having a Material Adverse

     Effect on the financial performance or condition of the Company as compared

     with the projections submitted to and approved by the holders of the Notes

     in the Accepted Forecast pursuant to Section 2.4 of this letter agreement.



                 (ii)   For each "Measuring Period" (defined below) during the

     Forbearance Period, the actual cumulative "Net Cash Flow" (defined below)

     of the Company and its domestic Subsidiaries on a consolidated basis during

     such Measuring Period shall equal or exceed the projected cumulative Net

     Cash Flow for such Measuring Period as set forth in the Accepted Forecast,

     within a negative variance of no more than the greater of $500,000 or 10%

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