<PAGE>   1

                                                                     Exhibit 4.6

                                  June 9, 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
Section 1 becomes effective in accordance with the terms of Section 3 hereof,
the Note Agreement is amended as follows:

         1.1. Paragraph 5 of the Note Agreement is amended by adding new
paragraphs 5I and 5J thereto, such paragraphs to read as follows:

                  "5I. SUBSEQUENT GUARANTORS. The Company covenants that if at
         any time any Person, which is not a Significant Subsidiary as of the
         Effective Date, shall become a Significant Subsidiary (other than a
         Foreign Subsidiary or a Subsidiary owned by a Foreign Subsidiary), the
         Company will cause such Person to execute and deliver to the holders of
         the Notes a Guaranty substantially in the form of the Guaranty
         delivered pursuant to the June 2000 Modification and will cause such
         Person to comply with the provisions of paragraph 5J hereof.

                  5J. DELIVERIES; FURTHER ASSURANCES. The Company covenants to,
         and to cause each Significant Subsidiary (other than a Foreign
         Subsidiary or a Subsidiary owned by a Foreign Subsidiary) to, until the
         Security Interest Release Date, at its sole expense, promptly execute
         and deliver, or cause to be executed and delivered, to the holders of
         the



<PAGE>   2

         Notes or the Collateral Agent, in due form for filing or recording (the
         Company hereby agrees to pay the cost of filing or recording the same
         (including without limitation any and all filing fees and recording
         taxes)) in all public offices necessary or deemed necessary by the
         Required Holder(s) or the Collateral Agent, such collateral
         assignments, security agreements, pledge agreements, mortgages,
         leasehold mortgages, warehouse receipts, bailee letters, consents,
         waivers, financing statements and other instruments and documents, and
         do such other acts and things, including, without limitation, all acts
         and things as the Required Holder(s) or the Collateral Agent may from
         time to time reasonably request, to establish and maintain to the
         satisfaction of the Required Holder(s) and the Collateral Agent a valid
         and perfected first priority security interest in favor of the
         Collateral Agent in all of the present and/or future Collateral free of
         all other Liens whatsoever (subject only to Permitted Liens), and to
         deliver to the Collateral Agent or the holders of the Notes such
         certificates, documents, instruments and opinions in connection
         therewith as may be reasonably requested by the Collateral Agent or the
         Required Holder(s), each in form and substance reasonably satisfactory
         to the Collateral Agent and the Required Holder(s); provided that
         neither the Company nor any Subsidiary shall be required to pledge more
         than 65% of the stock of any Foreign Subsidiary. In the event that the
         Company or any Subsidiary hereafter acquires any real property or
         interest in real property on which a Lien is required to be granted to
         the Collateral Agent pursuant to this paragraph, then the Company shall
         also supply to the Collateral Agent and the holders of the Notes, at
         the Company's sole cost and expense, a survey, environmental report,
         hazard insurance policy and a mortgagee's policy of title insurance
         from a title insurer reasonably acceptable to the Required Holder(s)
         insuring the validity of such Lien on the real property or interest in
         real property encumbered thereby, each in form and substance reasonably
         satisfactory to the Collateral Agent and the Required Holder(s). The
         Company hereby irrevocably makes, constitutes and appoints the
         Collateral Agent (and all other persons designated by the Collateral
         Agent for that purpose) as the Company's true and lawful agent and
         attorney-in-fact to, if the Company fails to do so as required upon the
         request of the Required Holder(s) or the Collateral Agent, sign the
         Company's name on any such agreements, instruments and documents
         referred to in the preceding sentences and to deliver such agreements,
         instruments and documents to such Persons as the Required Holder(s) or
         the Collateral Agent in their sole discretion may elect."

         1.2. Paragraph 6A(2) of the Note Agreement is amended in its entirety
to read as follows:

                  "6A(2). INTEREST COVERAGE RATIO. The Interest Coverage Ratio
         to be less than (i) 2.00 to 1.00 at the end of the fiscal quarter
         ending March 31, 2000 or June 30, 2000, (ii) 1.95 to 1.00 at the end of
         the fiscal quarter ending September 30, 2000, or (iii) 2.00 to 1.00 at
         the end of any fiscal quarter ending after September 30, 2000."

         1.3. Paragraph 6A(3) of the Note Agreement is amended in its entirety
to read as follows:

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<PAGE>   3

                  "6A(3). DEBT COVERAGE RATIO. The Debt Coverage Ratio to exceed
         (i) 4.00 to 1.00 at any time on or before March 31, 2000, (ii) 4.50 to
         1.00 at any time after March 31, 2000 and on or before June 30, 2000,
         (iii) 4.60 to 1.00 at any time after June 30, 2000 and on or before
         September 30, 2000, (iv) 4.25 to 1.00 at any time after September 30,
         2000 and on or before December 31, 2000, (v) 3.25 to 1.00 at any time
         after December 31, 2000 and on or before March 31, 2002, or (vi) 3.00
         to 1.00 at any time after March 31, 2002."

         1.4. Paragraph 6A of the Note Agreement is amended by adding new
paragraph 6A(4) thereto, such paragraph 6A(4) to read as follows:

                  "6A(4). FIXED CHARGE COVERAGE RATIO. The Fixed Charge Coverage
         Ratio, determined as of the end of any fiscal quarter, to be less than
         (i) 1.40 to 1.00 for the quarter ending March 31, 2000 or June 30,
         2000, (ii) 1.45 to 1.0 for the quarter ending September 30, 2000, or
         (iii) 1.50 to 1.00 for any fiscal quarter ending thereafter."

         1.5. Paragraph 6B(1) of the Note Agreement is amended (i) by amending
the definition of "Permitted Liens" contained therein to mean the Liens
specified in clause (i) - (vii) of paragraph 6B(i), (ii) by renumbering existing
clause "(vii)" thereof as clause "(viii)", and (iii) by adding new clause (vii)
thereof, such clause (vii) to read as follows:

                           "(vii) Until the Security Interest Release Date,
                  Liens in favor of the Collateral Agent, provided that the
                  Intercreditor Agreement shall be in full force and effect,
                  such Liens, and the Debt secured thereby, shall be subject to
                  the Intercreditor Agreement, and the holders of such Debt
                  shall be parties to the Intercreditor Agreement."

         1.6. Paragraph 6 of the Note Agreement is amended by adding new
paragraphs 6C, 6D and 6E thereto, such paragraphs to read as follows:

                  "6C. ACQUISITIONS. The Company will not, nor will it permit
         any Subsidiary to, make any Acquisition of any Person, except
         Acquisitions so long as (A) the Company or a Subsidiary shall be the
         surviving or continuing corporation thereof, so long as any new
         Subsidiary formed in connection with such Acquisition within sixty (60)
         days of such Acquisition, either (x) is merged into the Company, or (y)
         executes a Guaranty limited to the consideration paid by the Company or
         such Subsidiary in connection with such Acquisition, (B) immediately
         before and after such merger or Acquisition, no Default or Event of
         Default shall exist or shall have occurred and be continuing and the
         representations and warranties contained in paragraph 8 shall be true
         and correct on and as of the date thereof (both before and after such
         Acquisition is consummated) as if made on the date such Acquisition is
         consummated, (C) the aggregate amount paid or payable in cash for (x)
         all such Acquisitions by the Company during any fiscal year and until
         March 31, 2002 does not exceed $15,000,000, and (y) all such
         Acquisitions by the Company after the Effective Date through March 31,
         2002 does not exceed $30,000,000, (D) after giving effect to such
         Acquisition, the Available Aggregate Commitment (as



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<PAGE>   4

         defined in the Credit Agreement as in effect on the Effective Date)
         shall be not less than $6,250,000, and (E) prior to the consummation of
         any such Acquisition which would result in the total consideration paid
         or to be paid by the Company for Acquisitions since the Effective Date
         through March 31, 2002 to exceed $3,000,000, the Company shall have
         provided to the holders of the Notes a certificate of the chief
         financial officer of the Company (attaching computations and pro forma
         financial statements to demonstrate pro forma compliance with all
         financial covenants hereunder both before and after such Acquisition
         has been completed), stating that (x) such Acquisition complies with
         this paragraph 6C, (y) the Debt Coverage Ratio, both before and after
         such Acquisition has been completed, does not exceed 3.00 to 1.00, and
         (z) that any other conditions under this Agreement relating to such
         transaction have been satisfied. For purposes of calculating
         consideration to be paid in connection with any Acquisition, the amount
         of any earn-out which may be paid by the Company in connection with
         such Acquisition shall be excluded. Notwithstanding the foregoing, the
         Company and its Subsidiaries may make investments in joint ventures;
         provided that, from and after the Effective Date and through March 31,
         2002, such investments shall not exceed in an aggregate amount (i)
         $1,000,000 with respect to any joint venture, and (2) $3,000,000 in the
         aggregate.

                  6D. MOST FAVORED LENDER. Unless otherwise specified in writing
         by the Required Holder(s), the Company will not, and will not permit
         any Subsidiary to, agree to, with or for the benefit of the holder(s)
         of any other Debt of the Company or any Subsidiary in an aggregate
         outstanding principal amount in excess of $2,000,000 or with or for the
         benefit of Persons with commitments to provide loans or other financial
         accommodations to the Company or any Subsidiary in an aggregate amount
         in excess of $2,000,000, any financial or restrictive covenants or
         events of default which are more restrictive than, or in addition to,
         the financial or negative covenants or Events of Default contained in
         this Agreement, unless the Company has entered into, or has caused such
         Subsidiary to enter into, an agreement with the holders of the Notes,
         in form and substance reasonably satisfactory to the holders of the
         Notes, whereby such financial or negative covenants or events of
         default are added to this Agreement for the benefit of the Notes, and
         any conditions precedent to the effectiveness of such agreement have
         been satisfied; provided, however, that the foregoing provisions shall
         not require the Company to cause the provisions of Section 6.19.3 of
         the Credit Agreement, as in effect on the Effective Date, to be added
         to this Agreement.

                  6E. FINANCIAL CONTRACTS. The Company will not, nor will it
         permit any Subsidiary to, enter into or remain liable upon any
         Financial Contract for purposes of financial speculation."

         1.7. Paragraph 7A of the Note Agreement is amended by the following new
clauses (xiv) and (xv) thereto:

                           "(xiv) any Guaranty shall cease to be in full force
                  and effect with respect to any Guarantor, any Guarantor shall
                  fail (subject to any applicable grace period) to comply with
                  or to perform any applicable provision of a Guaranty, or any



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<PAGE>   5

                  Guarantor (or any Person by, through or on behalf of such
                  Guarantor) shall deny in any manner the validity, binding
                  nature or enforceability of a Guaranty with respect to such
                  Guarantor; or

                           (xv) prior to the Security Interest Release Date any
                  Collateral Document shall cease to be in full force and effect
                  in any material respect with respect to the Company or any
                  Guarantor, the Company or any Guarantor shall fail (subject to
                  any applicable grace period) to comply with or to perform any
                  applicable provision of any Collateral Document to which such
                  entity is a party, or the Company or any Guarantor (or any
                  Person by, through or on behalf of the Company or such
                  Guarantor) shall deny in any manner the validity, binding
                  nature or enforceability of any Collateral Document; or"

         1.8. The definition of "Consolidated Cash Flow from Operations" in
paragraph 10B of the Note Agreement is amended by adding the following to the
end thereof:

         ", adjusted to add back unusual charges not in excess of $2,000,000
         recorded during the fiscal quarter ended March 31, 2000 relating to
         legal fees or a reserve established therefor and the discontinuance of
         certain product lines of the Company."

         1.9. Clause (ii) of the definition of "Permitted Investments" in
paragraph 10B of the Note Agreement is amended by adding the following to the
end thereof:

         "; provided that such purchase or acquisition is permitted under
paragraph 6C hereof;"

         1.10. Clause (xi) of the definition of "Permitted Investments" in
paragraph 10B of the Note Agreement is amended by adding the following to the
end thereof:

         "; and further provided that such acquisition is permitted under
paragraph 6C hereof."

         1.11. Paragraph 10B of the Note Agreement is amended to delete the term
"Credit Agreement" presently appearing therein and to add the following defined
terms thereto in appropriate alphabetical order:

                  "ACQUISITION" shall mean any transaction, or any series of
         related transactions, consummated on or after the Effective Date, by
         which the Company or any of its Subsidiaries (i) acquires any going
         business or all or substantially all of the assets of any firm,
         corporation or limited liability company, or division thereof, whether
         through purchase of assets, merger or otherwise or (ii) directly or
         indirectly acquires (in one transaction or as the most recent
         transaction in a series of related transactions) at least a majority
         (in number of votes) of the securities of a corporation which have
         ordinary voting power for the election of directors (other than
         securities having such power only by reason of the happening of a
         contingency) or a majority (by percentage or voting power) of the
         outstanding ownership interests of a partnership or limited liability
         company.



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<PAGE>   6

                  "BANK AGENT" shall mean Bank One, Michigan, in its capacity as
         agent for the Banks under the Credit Agreement, and its successors and
         assigns in that capacity.

                  "BANKS" shall mean Bank One, Michigan, PNC Bank, Key Bank,
         First Merit Bank, Comerica Bank and Fifth Third Bank, Northeastern
         Ohio, and their respective successors and assigns.

                  "CAPITALIZED LEASE" of a Person shall mean any lease of
         property by such Person as lessee which would be capitalized on a
         balance sheet of such Person prepared in accordance with GAAP.

                  "COLLATERAL" shall mean all accounts, accounts receivable,
         inventory, machinery, equipment, general intangibles, real estate,
         fixtures and all other tangible or intangible property, real, personal
         or mixed, of the Company and its Domestic Subsidiaries, whether now
         owned or hereafter acquired and whether now or hereafter existing.

                  "COLLATERAL AGENT" shall mean Bank One, Michigan, in its
         capacity as collateral agent under the Intercreditor Agreement, and its
         successors and assigns in that capacity.

                  "COLLATERAL DOCUMENTS" shall mean the Security Agreement, the
         Mortgages, and any other agreement, document or instrument in effect on
         the Effective Date or executed by the Company or any Subsidiary after
         the Effective Date under which the Company or such Subsidiary has
         granted a lien upon or security interest in any property or assets to
         the Collateral Agent to secure all or any part of the obligations of
         the Company under this Agreement or the Notes or of any Guarantor under
         any Guaranty, and all financing statements, certificates, documents and
         instruments relating thereto or executed or provided in connection
         therewith, each as amended, restated, supplemented or otherwise
         modified from time to time.

                  "CREDIT AGREEMENT" shall mean the Amended and Restated Credit
         Agreement, dated as of June 9, 2000, among the Company, CSI Coating
         Systems, Inc., the Bank Agent and the Banks, as amended, restated,
         supplemented or otherwise modified from time to time.

                  "DOMESTIC SUBSIDIARY" shall mean any Subsidiary of the Company
         which is not a Foreign Subsidiary.

                  "EFFECTIVE DATE" shall have the meaning given such term in the
         June 2000 Modification.

                  "FINANCIAL CONTRACT" shall mean (i) any exchange-traded or
         over-the-counter futures, forward, swap or option contract or other
         financial instrument with similar characteristics, or (ii) any Rate
         Hedging Agreement.



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<PAGE>   7

                  "FIXED CHARGE COVERAGE RATIO" shall mean, as of the last day
         of any fiscal quarter, the ratio of (a) Consolidated Cash Flow from
         Operations plus Rentals paid or payable, minus capital expenditures
         made, to (b) Fixed Charges, in each case as calculated for the four
         consecutive fiscal quarters then ending and in each case of the Company
         and its Subsidiaries on a consolidated basis in accordance with GAAP.

                  "FIXED CHARGES" shall mean for any period the sum, without
         duplication, of (a) interest expense during such period, plus (b) all
         payments of principal and other sums required to be paid during such
         period with respect to Debt (excluding principal payments on the
         Notes), plus (c) Rentals paid or payable during such period, plus (d)
         all dividends, distributions and other obligations paid with respect to
         any class of capital stock or any dividend, payment or distribution
         paid in connection with the redemption, purchase, retirement or other
         acquisition, directly or indirectly, of any shares of capital stock
         during such period, in each case of the Company and its Subsidiaries on
         a consolidated basis in accordance with GAAP.

                  "FOREIGN SUBSIDIARY" shall mean each Subsidiary of the Company
         which is organized under the laws of any jurisdiction other than, and
         which is conducting the majority of its business outside of, the United
         States or any state thereof.

                  "GUARANTOR" shall mean, on any day, each Subsidiary that has
         executed a Guaranty or a counterpart of the Guaranty on or prior to
         that day.

                  "GUARANTY" shall mean the guaranty executed by various
         Subsidiaries delivered pursuant to Section 3(b)(ii) of the June 2000
         Modification and any other guaranty of the Notes executed by any
         Subsidiary.

                  "INTERCREDITOR AGREEMENT" shall mean the Intercreditor and
         Collateral Agency Agreement, dated as of June 9, 2000 among the Bank
         Agent, the Collateral Agent, the Banks and the holders of the Notes.

                  "JUNE 2000 MODIFICATION" shall mean that certain letter
         agreement, dated June 9, 2000, between the Company and the holders of
         the Notes amending this Agreement.

                  "MORTGAGE" shall mean the mortgages, deeds of trust, leasehold
         mortgages or similar instrument from the Company and various
         Subsidiaries delivered pursuant to Section 3(b)(iv) of the June 2000
         modification.

                  "RATE HEDGING AGREEMENT" shall mean an agreement, device or
         arrangement providing for payments which are related to fluctuations of
         interest rates, exchange rates or forward rates, including, but not
         limited to, dollar-denominated or cross-currency interest rate exchange
         agreements, forward currency exchange agreements, interest rate cap or
         collar protection agreements, forward rate currency or interest rate
         options, puts and warrants.



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<PAGE>   8

                  "RENTALS" shall mean the aggregate fixed amounts payable under
         any lease of property (other than a Capitalized Lease) which has an
         original term (including any required renewals and any renewals
         effective at the option of the lessor) of one year or more.

                  "SECURITY AGREEMENT" means the Security Agreement among the
         Company, various Subsidiaries and the Collateral Agent, delivered
         pursuant to Section 3(b)(iii) of the June 2000 Modification.

                  "SECURITY INTEREST RELEASE DATE" shall mean the date upon
         which all Liens in favor of the Collateral Agent have been fully
         released and terminated to the reasonable satisfaction of the Required
         Holder(s), provided that no Default or Event of Default shall then be
         in existence.

                  "SIGNIFICANT SUBSIDIARY" means any Subsidiary identified as
         such on Schedule 10B and any other Subsidiary or Subsidiaries of the
         Company if considered in the aggregate as one Subsidiary, which would
         constitute (i) 10% or more of the Company's consolidated total assets;
         or (ii) 10% or more of the Company's consolidated revenues for the most
         recent four fiscal quarters.

         1.12. Section 1.3 of the March 29, 1999 letter agreement amending the
Note Agreement is deleted effective for each fiscal quarter ending on or after
June 30, 2000.

         1.13. In addition to interest accruing on the Notes, the Company agrees
to pay to the holder(s) of such Notes a fee (the "Leverage Fee") with respect to
each fiscal quarter, beginning with the fiscal quarter ending June 30, 2000,
during which the Debt Coverage Ratio equaled or exceeded 2.75 to 1.00 at any
time (a "Leverage Event"). The Leverage Fee payable with respect to each Note
shall be a dollar amount equal to the product obtained by multiplying (a)
Applicable Factor times (b) the "Weighted Dollar Average" of outstanding
principal balance of such Note during the applicable quarter in which the
Leverage Event occurred. The Leverage Fee shall be payable in arrears and due on
the next interest payment due date which falls on or after the last day of the
fiscal quarter in which the Leverage Event occurred. With respect to any fiscal
quarter, the Leverage Fee shall only be payable for the first Leverage Event to
occur in such fiscal quarter (but the Applicable Factor for such fiscal quarter
shall be determined as provided below based upon all Leverage Events which
occurred during such fiscal quarter). The acceptance of the Leverage Fee by any
holder of a Note shall not constitute a waiver of any Default or Event of
Default. The "Applicable Factor" for any fiscal quarter shall be equal to (a)
 .0025 if at any time during such fiscal quarter the Debt Coverage Ratio equaled
or exceeded 4.00 to 1.00, (b) .001875 if at any time during such fiscal quarter
the Debt Coverage Ratio equaled or exceeded 3.50, but at no time during such
fiscal quarter did the Debt Coverage Ratio equal or exceed 4.00 to 1.00, and (c)
 .00125 if at no time during such fiscal quarter did the Debt Coverage Ratio
equal or exceed 3.50 to 1.00. As used herein, the term "Weighted Dollar Average"
shall mean, with respect to any Note, during any fiscal quarter of the Company,
a dollar amount determined by adding together the daily outstanding principal
balance of such Note during such



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fiscal quarter and dividing the amount thus obtained by the total number of days
during such fiscal quarter.

         SECTION 2. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to each of the undersigned that (a) this letter has been duly
authorized, executed and delivered by the Company, (b) each representation and
warranty set forth in paragraph 8 of the Note Agreement is true and correct as
of the date of the execution and delivery of this letter by the Company with the
same effect as if made on such date (except to the extent such representations
and warranties expressly refer to an earlier date, in which case they were true
and correct as of such earlier date) and (c) no Default or Event of Default
exists and, after giving effect to the amendments to the Note Agreement in
Section 1 hereof, no Event of Default or Default will exist.

         SECTION 3. EFFECTIVENESS. The amendments described in Section 1 above
shall become effective as of June 9, 2000 (the "EFFECTIVE DATE") when each
holder of a Note executing this letter has received (unless otherwise waived by
the Required Holders):

                  (a) the fee referred to in Section 4 below and all costs and
         expenses of such holder (including reasonable fees and disbursements of
         special counsel to such holder) in connection with this letter;

                  (b) the following documents, each in a form and substance
         satisfactory to such holder:

                           (i) counterparts of this letter agreement executed by
                  the Company and the Required Holder(s);

                           (ii) a guaranty, signed by each Domestic Subsidiary
                  (excluding inactive Subsidiaries);

                           (iii) a pledge and security agreement signed by the
                  Company and each Guarantor, together with evidence,
                  satisfactory to the Purchasers, that the Company and each
                  Guarantor have delivered to the Collateral Agent all financing
                  statements and other documents necessary to perfect the
                  Collateral Agent's Lien on all collateral granted under the
                  Security Agreement and all stock certificates, stock powers
                  and other items required to be delivered in connection
                  therewith;

                           (iv) mortgages, deeds of trust, leasehold mortgages
                  or similar instruments, executed by the Company and each
                  Guarantor owning or leasing any real property with respect to
                  all real estate owned or leased by the Company or any
                  Guarantor;

                           (v) the Intercreditor Agreement, signed by the
                  Collateral Agent, the Bank Agent and the Banks and consented
                  to by the Company and the Guarantors; and



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                           (vi) an amendment and restatement of the Credit
                  Agreement executed by the Company, the Agent and the Banks.

                  (c) All corporate and other proceedings in connection with the
         transactions contemplated by this letter agreement shall be
         satisfactory to such holder and its counsel, and such holders shall
         have received all such counterpart originals or certified or other
         copies of such documents as it may reasonably request.

         SECTION 4. FEES. In consideration of holders of Notes entering into
this letter agreement, the Company agrees to pay, on or before the Effective
Date, ratably to holders of the Notes in accordance with the respective
outstanding principal amounts thereof, an aggregate fee of $ .

         SECTION 5. REFERENCE TO AND EFFECT ON NOTE AGREEMENT. Upon the
effectiveness of this letter, each reference to the Note Agreement in any other
document, instrument or agreement shall mean and be a reference to the Note
Agreement as modified by this letter. Except as specifically set forth in
Section 1 hereof, the Note Agreement shall remain in full force and effect and
is hereby ratified and confirmed in all respects.

         SECTION 6. GOVERNING LAW. THIS LETTER SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS OF SUCH STATE WHICH WOULD OTHERWISE CAUSE THIS
LETTER TO BE CONSTRUED OR ENFORCED OTHER THAN IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


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         SECTION 6. COUNTERPARTS; SECTION TITLES. This letter may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. The section titles contained in this letter are and shall be
without substance, meaning or content of any kind whatsoever and are not a part
of the agreement between the parties hereto.

<TABLE>
<S>                                                  <C>
                                                     Very truly yours,

                                                     THE PRUDENTIAL INSURANCE COMPANY OF AMERICA



                                                     By:
                                                        ----------------------------------------
                                                        Vice President


AGREED AND ACCEPTED:

CORRPRO COMPANIES, INC.



By:
   --------------------------------------
   Title:
</TABLE>


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