[LOGO - PRUDENTIAL]                         PRUDENTIAL CAPITAL GROUP

                                            Corporate Finance

                                            Two Prudential Plaza, Suite 5600,

                                            Chicago IL  60601-6716

                                            Tel 312 540-0931 Fax 312 540-4222



                                October 18, 2000







Corrpro Companies, Inc.

1090 Enterprise Drive

Medina, Ohio 44256





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 sold its 7.60% Senior Notes due January 15, 2008 in the original

aggregate principal amount of $30,000,000 (the "Notes"). Capitalized terms used

herein and not otherwise defined herein shall have the meanings assigned to such

terms in the Note Agreement.



         Pursuant to the request of the Company and in accordance with the

provisions of paragraph 11C of the Note Agreement, the Company and the

undersigned holders of the Notes executing this letter agree as follows:



         SECTION 1. AMENDMENTS TO NOTE AGREEMENT. From and after the date this

letter becomes effective, the Note Agreement is amended as follows:



         1.1 Paragraph 4B of the Note Agreement is amended by (a) renumbering

the existing paragraph 4B as "4B(1)" and (b) adding a new paragraph 4B(2)

thereto which shall read as follows:



         "4B(2).   OPTIONAL PREPAYMENT WITHOUT YIELD MAINTENANCE AMOUNT.

         (a) In addition to all other payments required hereunder, the Company

         shall prepay the Aggregate Total Outstandings and the aggregate unpaid

         principal amount of the Notes, on a pro rata basis, by an amount equal

         to (a) 100% of the Net Cash Proceeds of any Subordinated Indebtedness

         or similar obligation incurred at any time by the Company or any

         Guarantor, and (b) 100% of the Net Cash Proceeds of any capital

         contribution to the Company or any of its Subsidiaries (other than a

         capital contribution by the Company or any Subsidiary) or issuance of

         any capital stock of the Company (other than any issuance by the

         Company in connection with any employee stock purchase plans or any

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