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                                                                    EXHIBIT 10.3

THIS AGREEMENT DATED THE 1ST DAY OF APRIL, 2003

BETWEEN:

                   COMMONWEALTH SEAGER HOLDINGS LTD.
                   (the "Corporation"),

                                                      OF THE FIRST PART

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                   CORRTECH CONSULTING GROUP,
                   a Corporate Partnership
                   (the "Consultant"),

                                                      OF THE SECOND PART



                              CONSULTING AGREEMENT

       WHEREAS the Corporation is the registered owner of all of the issued
common shares of Corrpro Canada, Inc. and, in turn, owns certain other entities
(the "Subsidiaries).

       AND WHEREAS the Corporation intends to continue to operate the
Subsidiaries;

       AND WHEREAS the Consultant is in the business of providing managerial,
administrative, engineering, marketing and technical services (the "Consulting
Services");

       AND WHEREAS the Corporation desires the Consultant to render the
Consulting Services to the Corporation, its Subsidiaries and Affiliates in
accordance with provisions of this contract;


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       AND WHEREAS the Consultant is a corporate partnership consisting of the
corporations listed in Schedule "A' attached hereto;

       AND WHEREAS the corporate members of the partnership shall make available
the key individuals listed on Schedule "B" (the "Key Individuals") attached
hereto to supply to the Corporation the Consulting Services;

       NOW THEREFORE WITNESSETH that in consideration of the recitals and mutual
covenants and agreements contained herein and other good and valuable
consideration, the parties hereto agree as follows:

1.     SERVICES

       (a)   ENGAGEMENT

             The Corporation hereby engages the Consultant and the Consultant
             hereby agrees to render, at the request of the Corporation
             Consulting Services to the Corporation, its Subsidiaries and
             Affiliates, to the best of its ability, and upon the terms and
             conditions hereinafter set forth.

       (b)   DUTIES

             (i)         The Consultant shall provide, through the Key
                         Individuals, to standards acceptable to the Corporation
                         such management, administrative, engineering,
                         marketing, and technical services as are necessary to
                         ensure the continued operations of the Corporation, the
                         Subsidiaries, and the Affiliates.

             (ii)        In the event any of the Key Individuals are unable or
                         fail for any reason to perform the Consulting Services
                         as requested of that Key Individual to standards
                         acceptable to the


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                         Corporation, then the Consultant may designate a third
                         person or persons of equal or greater ability and
                         qualifications to provide the consulting services the
                         Key Individual is unable to provide.

             (iii)       It is understood and agreed that a Key Individual shall
                         not be substituted without the written consent of the
                         Corporation and agreement as to adjustment in
                         compensation, if any.

2.     COMPENSATION

       (a)   As compensation for all services rendered by the Consultant,
             pursuant to this Agreement, the Corporation shall pay to the
             Consultant or such designates, a monthly sum which is agreed to
             from time to time being a base of Sixty Six Thousand Thirty One
             Dollars and Sixty Six Cents ($66,031.66) (CDN) plus Goods and
             Services Tax ("G.S.T.").

       (b)   All such compensation shall be payable without deductions
             whatsoever. The Consultant shall be responsible for the remission
             of any and all taxes with respect to compensation paid to the
             Consultant by the Corporation under this Agreement. The Consultant
             shall indemnify the Corporation for any and all taxes and other
             liabilities which the Corporation may hereafter incur as a result
             of the Consultant's or any of the Key Individuals' failure to
             report and pay any taxes due on taxable amounts paid to or on
             behalf of the Consultant by the Corporation.

       (c)   As additional compensation, the parties contemplate that the
             Consultant may be entitled to bonuses from time to time, based on
             the performance of the Corporation, the Subsidiaries and as
             mutually agreed upon by the parties.


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3.     TERMS

       (a) The parties hereto acknowledge that the term of this Agreement shall
       be for a period of one (1) year commencing on the lst day of April, 2003
       and ending on the 31st day of March, 2004, unless sooner terminated
       pursuant to this Agreement.

4.     OPERATION OF SUBSIDIARIES

       (a)   Insofar as it is the intent that the Consultant shall provide
             Consulting Services directly to the Corporation, its subsidiaries,
             and Affiliates, the parties hereto acknowledge that all consulting
             services rendered to the Corporation are governed and bound by this
             Agreement.

       (b)   The Corporation shall guarantee the due performance and obligations
             of all agreements that the subsidiaries and the Affiliates may
             enter into with Consultant pursuant hereto.

5.     TIME COMMITMENT AND PERFORMANCE

       (a)   The Consultant shall ensure that such key Individuals that perform
             services pursuant to this Agreement shall devote their best efforts
             and substantially all of their business time, attention and skill
             to the performance of the Consulting Services hereunder and shall
             do so at all times in a manner consistent with the intention of
             this Agreement and in accordance with good managerial,
             administrative, engineering, marketing and technical practice,
             including without limitation, the adherence to professional rules
             of conduct.

       (b)   The consultant shall ensure that each Key Individual;

             (i)  specializing in a branch of professional engineering shall at
                  all time be a member of the Association of Professional
                  Engineers;

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             (ii) specializing in a branch of engineering technology shall at
                  all times be a member of the Association of Engineering
                  Technologists;

            (iii) specializing in accounting services shall at all times be a
                  member of a recognized accounting body in Canada.

6.    CONFIDENTIAL INFORMATION

      (a)   The Consultant will have access to the Corporation's confidential
            information including, without limitation, customer lists and
            information and data or relating to its customers. Such information
            and data is understood to include all information and data relating
            to the Corporation's or the customer's project and administrative
            files, drawings, sketches, plans, designs and business data. The
            Consultant agrees to accept and retain such information and data in
            confidence and, at all times during or after the termination of this
            Agreement, not to disclose or reveal such information and data to
            others and to refrain from using such information and data for
            purposes other than those authorized by the Corporation. At the
            request of the Corporation, the Consultant will promptly turn over
            to the Corporation all of the Corporation's written or descriptive
            material in the Consultant's possession or under its control. This
            section is not intended to restrict the use by the Consultant of its
            own intellectual property which does not relate to the Corporation's
            confidential information after the termination hereof.

      (b)   All project and administrative files, drawings, sketches, plans,
            designs, trade secrets and any other documentation or data furnished
            to or prepared by the Consultant in connection with this Agreement
            shall be the property of the Corporation.

      (c)   The consultant shall, after termination of this Agreement for any
            reason whatsoever unless

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            terminated by the Corporation, upon reasonable notice and upon
            payment of reasonable expenses by the Corporation, furnish such
            information and proper assistance to the Corporation as may be
            reasonably required by the Corporation in connection with any
            litigation in which it is or may become a party other than
            litigation by the Corporation against the Consultant, its Partners,
            or the Key Individuals.

7.    POST-TERMINATION OBLIGATIONS

      (a)   The consultant has carefully read and considered the provisions of
            this Section and, having done so, agrees that the restrictions set
            forth in this Section are fair and reasonable and are reasonably
            required for the protection of the interests of the Corporation. The
            Consultant, during the term of this Agreement, further acknowledges
            and agrees that it will be assigned duties that will give it
            knowledge of confidential and proprietary information which relates
            to the conduct and details of the Corporation's business including
            the Corporation's customers and marketing programs, and which may
            result in irreparable injury to the Corporation if the Consultant
            should engage in competition with the Corporation involving the
            Corporation's Existing Customers or Prospective Customers.

      (b)   The Consultant agrees with, and for the benefit of, the Corporation
            that the Consultant shall not without the prior written approval of
            the Corporation during the term of this Agreement with the
            Corporation or at any time within the period of time set forth below
            following the date of termination of this Agreement however caused,
            either directly or as a partner, joint venturer, shareholder, or
            otherwise in conjunction with any person or persons, firm,
            association, syndicate, company or corporation, as principal, agent,
            consultant, investor or in any other

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            manner whatsoever, directly or indirectly, carry on, be engaged in,
            be interested in, or by concerned with, or permit its name or any
            part thereof to be used or employed by any such person or persons,
            firm association, syndicate, company or corporation, carrying on,
            engaged in, interested in, or concerned with, a business which is
            similar to the Business and which involves any Existing Customer or
            any Prospective Customer for a period of one (1) Year following the
            termination of this Agreement:


            (i)   the Provinces of British Columbia, Alberta, Saskatchewan and
                  Manitoba;

            (ii)  any Province of Canada in which the Business is or may in the
                  future be carried on;

            (iii) any Province of Canada;

            (iv)  Canada;

            (v)   any state in the United States of America in which the
                  Business or may in the future be carried on;

            (vi)  the United States of America;

            (vii) any part of the world in which the Business is or may in the
                  future be carried on; or

            (viii) the world.

      (c)   The Consultant represents and warrants to the Corporation that it
            has not previously signed a confidentiality or non-completion
            agreement of any kind whatsoever with another party which would
            impair its ability to carry out its duties hereunder.

8.    MEANINGS

      For the purposes of this Agreement as referenced in Articles 6 and 7, the
      following terms will have the
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      meanings set out below:


      (a)   "Business" shall mean those businesses carried on by the
            Corporation, its Subsidiaries and Affiliates (for purposes of this
            Section, any entity Ten (10%) Percent or more of which is owned by
            the Corporation) directly or indirectly of the Corporation from time
            to time;

      (b)   "Existing Customers" means an individual, firm, body corporate,
            joint venture or trust with whom the Corporation, its Subsidiaries
            and Affiliates is currently conducting Business or in the past has
            conducted Business; and

      (c)   "Prospective Customer" means an individual, firm, body corporate,
            joint venture or trust with whom the Corporation, its Subsidiaries
            and Affiliates is currently discussing Business or to whom or in
            connection with whom the Corporation, its Subsidiaries and
            Affiliates has made a proposal regarding Business.

9.    TERMINATION BY THE CORPORATION

      This Agreement may be terminated at the option of the Corporation upon the
      happening of any of the following events:

      (a)   the dissolution of the Consultant;

      (b)   upon the consultant becoming bankrupt or insolvent;

      (c)   upon the failure of the Consultant to comply with any of the
            substantive terms and conditions of this Agreement.

10.   TERMINATION BY THE CONSULTANT

      The Agreement may be terminated at the option of the Consultant upon the
      happening of any of the

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      following events:

      (a)   upon the Corporation becoming bankrupt or insolvent;

      (b)   upon the Corporation failing to perform its duties hereunder in a
            manner required by the Consultant, including the due performance by
            any of its Subsidiaries and Affiliates.

11.   ARBITRATION

      All disputes and questions which shall arise during the term of this
      Agreement between the Corporation and the Consultant touching this
      Agreement or the construction or application thereof or any clause or
      thing herein contained or as to any manner in any way relating to the
      rights, duties and liabilities of any party under this Agreement shall be
      referred to a single arbitrator in case the parties agree upon one;
      otherwise to two arbitrators, one to be appointed by each party. The two
      arbitrators so appointed shall by instructed to attempt to reach agreement
      on a third arbitrator and that third arbitrator, together with the
      arbitrators appointed by the disputants, shall determine all questions. In
      the event that the parties appointed are unable to agree on an arbitrator,
      then the parties, or either of them, may apply to any Justice of the Court
      of Queen's Bench of Alberta, to appoint the third arbitrator and in all
      other respects the provisions of the Arbitrators Act of the Province of
      Alberta shall apply.

12.   SEVERABILITY

      The provisions contained in this Agreement are severable and in the event
      any provision shall be held to be invalid, unenforceable or overbroad, in
      whole or in part, by a court of other entity of competent jurisdiction,
      the remainder of such provision and of this Agreement shall not be
      affected thereby and shall remain in full force and effect.


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13.   This Agreement supersedes all previous agreements between the parties.

14.   NOTICES

      Any notice, direction or other instrument required or permitted to be
      given under the provisions of this Agreement shall be in writing and may
      be given by the delivery of same or sending by facsimile transmission to
      the parties:

     (a)   In the case of the Corporation to:



                         Mr. Joseph W. Rog
                         Corrpro Companies, Inc.
                         1055 West Smith Road
                         MEDINA, Ohio  44256
                         Fax:  (330) 723-0694

                         and to:


                         Robert V. Lloyd, Q.C.
                         Ogilvie and Company
                         Barristers and Solicitors
                         1400, 10303 Jasper Avenue
                         Edmonton, Alberta  T5J 3N6
                         Fax: (403) 429-4453

           or to such other person or address as the Corporation shall furnish
           to the Consultant in writing pursuant to the above.

     (b)   In the case of the Consultant to:

                         c/o Garry G. Wetsch, Q.C.
                         Peterson Hustwick Wetsch & Moffat
                         Barristers and Solicitors
                         200, 9707 - 110 Street
                         Edmonton, Alberta  T5K 2L9
                         Fax: (403) 482-6613



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                         and to:

                         c/o Barry W. Schadeck
                         Corrtech Partnership
                         10848 - 214 Street
                         Edmonton, Alberta  T5S 2A7
                         Fax: (403) 447-3215

            or to such other person or address as the Consultant shall furnish
            to the Corporation in writing pursuant to the above.

       Any such notice, direction or other instrument shall:

       (a)   If delivered, be handed to an adult person at the designated
             address, and shall be deemed to have been given or received on the
             day on which it was so delivered if delivered prior to 3:00 o'clock
             P.M. (local time) on a Business Day. If delivered after 3:00 P.M.
             (local time) or if not a Business Day, then it shall have been
             deemed to have been given or received on the Business Day next
             following the day of delivery.

       (b)   If mailed, shall be mailed by prepaid registered or certified post
             from a post office within the Province of Alberta, and shall be
             deemed to have been given or received on the fifth (5th) Business
             Day following the date of mailing.

       (c)   If sent by facsimile transmission, it shall be deemed to have been
             given or received on the next Business Day following the day of
             confirmed transmission. "Business Day" where used in this Agreement
             shall mean a day in which the offices of the Provincial Government
             of Alberta are open for business.

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15.    SUCCESSORS AND ASSIGNS

       The provisions hereof shall enure to the benefit of and shall be binding
       upon the parties hereto, their successors and assigns.

16.    JURISDICTION AND APPLICABLE LAW

       The parties hereto agree that this contract shall be government and
       construed in accordance with the laws of the Province of Alberta.

17.    AMENDMENT

       The parties hereto covenant and agree to execute such further and other
       undertakings as may be required to properly give effect to the intention
       of this Agreement.

18.    TIME

       Time is of the essence in this Agreement.

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       IN WITNESS WHEREOF the parties hereto have hereunto affixed their
       corporate seals by the hands of their proper officers in that behalf as
       of the date and year first above written.


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COMMONWEALTH SEAGER HOLDINGS LTD.                CORRTECH CONSULTING GROUP

PER:                                    PER:
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PER:                                    PER:
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