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                                                                   EXHIBIT 10.12

                          AGREEMENT AND GENERAL RELEASE

This AGREEMENT AND GENERAL RELEASE (the "Agreement") is made by and between
Joseph W. Rog ("Executive") and Corrpro Companies, Inc. for itself and for its
subsidiary companies, (collectively herein referred to, unless the context
requires otherwise, as "Corrpro" or the "Company") and is effective on the 8th
calendar day after Executive signs this Agreement (the "Effective Date").

WHEREAS, Executive and the Company are parties to an employment agreement
effective as of March 31, 2004 (the "Employment Agreement").

WHEREAS, the Company has offered to make the payments and perform the
obligations of this Agreement in exchange for Executive's agreement to amend the
Employment Agreement, to enter into the general release set forth in this
Agreement, and to perform the obligations of this Agreement, all as provided
below.

WHEREAS, Corrpro and Executive freely and voluntarily have agreed to enter into
this Agreement.

THEREFORE, in consideration of the above recitals and promises contained in this
Agreement, Corrpro and Executive agree as follows:

1.    CONSIDERATION AND OTHER COMPENSATION.

            a.    Consideration. In consideration of Executive's promises and
      obligations hereunder, including, without limitation, those related to Age
      Claims, Corrpro and Executive agree:

                  (i)   SEVERANCE. Corrpro shall pay to Executive severance
            payments for a period of two (2) years, which shall be paid in
            consecutive periodic payments commencing on the first pay day
            following the Effective Date in the aggregate amount (net of any
            required withholdings) equal to twenty-four (24) months of
            Executive's Base Compensation of $285,000, for an aggregate payment
            under this subsection 1.a.(i) of $570,000, provided that in the
            event of Executive's death prior to the receipt of all payments, any
            remaining payments shall be made in a lump sum to Executive's
            designated beneficiary or, if none, to Executive's estate.

                  (ii)  BENEFITS. Executive shall continue to participate at the
            expense of the Company for a period of twenty-four (24) months in
            the same or comparable hospital, medical, accident, disability and
            life insurance benefits as Executive now participates in as of the
            Effective Date unless by law, by the terms of any insurance policy
            or by the terms of the applicable benefit plans, continued coverage
            is not permitted, provided that the Company at its sole option may
            elect at any time subsequent to termination of Executive's
            employment to pay Executive (x) the amount of premium actually being
            paid by Executive for

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Agreement and General Release
April 30, 2004
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            equivalent coverage, provided Executive submits reasonable
            substantiation therefore, or (y) if such substantiation is not
            submitted, the equivalent of the amount of the monthly premiums
            (determined by reference to the amount charged generally for
            continuation coverage for terminated employees). Executive and his
            eligible dependents may continue coverage under such benefit plan
            for subsequent periods and subject to applicable premium
            contributions, to the extent permitted by law or by such plans. Any
            subsequent modification, substitution, or termination of any such
            benefits, generally, shall also apply to Executive and to the
            benefits available to Executive.

                  (iii) FISCAL 2005 ANNUAL BONUS PLAN. Executive shall be
            eligible to earn and be paid 1/12 year's participation in the
            Company's annual bonus plan in effect during the fiscal year ending
            March 31, 2005, to be paid within the time period prescribed by such
            plan. For purposes of the fiscal 2005 annual bonus plan, Executive
            shall be eligible for 1/12 of Executive's fiscal 2005 target bonus,
            which target bonus the parties agree shall be $100,000. Accordingly,
            upon the attainment of the corporate performance measures of such
            bonus plan, Executive would be entitled to a bonus of 1/12 of
            $100,000, or $8,333. The actual amount of any actual payment earned
            is subject to the provisions of the fiscal 2005 plan, including the
            calculations of corporate performance targets and targeted bonuses
            earned.

            b.    Accrued Vacation and Expenses/Fiscal 2004 Bonus
      Plan/Retirement Income/Adequacy of Consideration/Acknowledgement.

                  (i)   Corrpro and Executive agree that Corrpro shall pay
            Executive in accordance with the following:

                        (a)   SALARY/UNUSED VACATION. Any unpaid amount of
                  Executive's Base Compensation earned through the date of
                  Executive's termination and $4,385 which represents a lump sum
                  payment for four (4) days of unused vacation (five
                  carryforward days from fiscal 2004 plus two vacation days
                  accrued in fiscal 2005 less three vacation days used in fiscal
                  2005) in accordance with Company policy. Such amounts shall be
                  paid on or before the next regularly scheduled pay-date after
                  the effective date of Executive's termination;

                        (b)   FISCAL 2004 BONUS PLAN. Executive shall be paid an
                  amount equal to a full year's participation in the annual
                  bonus plan in effect during the Company's fiscal year ended
                  March 31, 2004 in accordance with, and subject to the
                  attainment of the performance targets contained in the fiscal
                  2004 annual bonus plan. The Company shall make any payment
                  earned under such plan within the time period prescribed by
                  such plan.

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Agreement and General Release
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                        (c)   RETIREMENT INCOME. Executive shall be paid the
                  retirement income provided in Section 2.7 of the Employment
                  Agreement, payable in accordance with, and subject to the
                  provisions (including certain forfeiture provisions) of
                  Section 2.7 of the Employment Agreement.

                        (d)   EXPENSE REIMBURSEMENT. In accordance with Company
                  policy, Executive's outstanding reimbursable business expenses
                  within two (2) weeks of submission by Executive; provided
                  Executive submits such expenses within two (2) weeks after the
                  Effective Date.

                  (ii)  Executive's continued eligibility for benefits under
            Corrpro's group welfare plans, such as health, life insurance and
            disability, shall be in accordance with applicable plan documents
            and all applicable laws.

            c.    Sufficiency of Consideration/No Admission of Liability. Except
      for amounts payable set forth in the immediately preceding two
      subsections, 2.b.(i) and 2.b.(ii), the amounts paid under this Agreement
      represent payments or consideration in addition to those to which
      Executive would be entitled if this Agreement were not executed. Executive
      agrees and acknowledges that the sums payable and other consideration
      provided by Corrpro under this Agreement are sufficient and adequate to
      support the amendment to the Employment Agreement and Executive's general
      release and other obligations under this Agreement. It is further
      understood and agreed that Executive's desire and willingness to enter
      this Agreement are not to be construed or treated as an admission of
      liability of any kind whatsoever at any time or in any manner upon the
      part of any Released Party for any purpose, and any liability is hereby
      expressly denied.

            d.    Indemnification Agreement. Corrpro and Executive acknowledge
      that the provisions of the Indemnification Agreement dated as of November
      2, 2000 shall remain in full force and effect as provided therein.

            e.    Receipt of Compensation, Amounts, and Consideration. Except
      for (1) the amounts set forth or referenced in this Agreement, (2) the
      Retirement Income referred to in Section 2.7 of the Employment Agreement,
      and (3) the consideration set forth in that certain Amendment and
      Termination Agreement executed by and between the Company and Executive in
      October 2003 in connection with the termination of Executive's Change in
      Control Agreement, Executive has received from the Released Parties all
      compensation, amounts and consideration to which Executive is entitled
      under all arrangements, programs, policies, and plans of the Released
      Parties (subject to, in the case of the Company's 401(k) retirement
      savings plan and other Company medical and welfare benefit plans,
      application by Executive for distribution of such benefits in accordance
      with the terms of such plans), including but not limited to vacation
      policies, incentive plans, stock option plans (subject to Executive's
      taking such actions required under such plans to exercise exercisable
      options), bonus arrangements, fringe benefit policies and reimbursement
      policies.

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Agreement and General Release
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            f.    Amendment of Employment Agreement.

                        (i)   Term of Employment Agreement. Corrpro and
                  Executive agree that the Employment Agreement is hereby
                  amended to provide that its term shall expire on the Effective
                  Date.

                        (ii)  Severance. Corrpro and Executive agree that the
                  Employment Agreement is hereby amended to provide that no
                  severance payments shall be made to Executive under the
                  Employment Agreement. It is expressly understood and
                  acknowledged by Executive that the payments under this
                  Agreement are in lieu of any severance payments or severance
                  benefits otherwise provided for in the Employment Agreement.

                        (iii) Continuing Obligations under Employment Agreement.
                  Executive acknowledges and agrees that other provisions of the
                  Employment Agreement that have not been amended by this
                  Agreement, including but not limited to the provisions
                  relating to Competitive Activity/Other Restrictions (Section
                  4) Proprietary Information/Intellectual Property (Section 5),
                  Post Termination Consulting and Cooperation (Section 11), and
                  Breaches and Remedies (Section 12), survive the termination of
                  Executive's employment with the Company.

            g.    Continuing Service on Corrpro Board of Directors. Unless
      otherwise agreed to by the Company in writing, Executive agrees to
      continue to serve on Corrpro's Board of Directors, and to stand for
      re-election, without additional compensation. Executive agrees to execute
      the Waiver of Director's Compensation in substantially the form attached
      hereto as Exhibit A. The Company agrees to reimburse Executive for his
      ordinary and reasonable expenses incurred in furtherance of his
      performance of his duties as a Board member. The provisions, relating to
      the exercisability of Executive's stock options, of that certain Amendment
      and Termination Agreement executed by and between the Company and
      Executive in October 2003 in connection with the termination of
      Executive's Change in Control Agreement shall continue to apply in
      accordance with their terms.

2.    GENERAL RELEASE.

            a.    General Release. In consideration of the payments and promises
      made by Corrpro in this Agreement, Executive hereby releases and forever
      discharges Corrpro and its subsidiaries, Wingate Partners III, LP and its
      affiliates, and all of their officers, directors, employees, insurers,
      stockholders, predecessors, successors, and assigns (collectively the
      "Released Parties"), from any and all actions, causes of action, claims or
      liabilities of any kind which could be asserted against the Released
      Parties, including but not limited to those arising out of or related to
      Executive's employment with and/or separation from employment with the
      Released Parties, and any other events and

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Agreement and General Release
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      occurrences up to and including the Effective Date. These released claims
      include, but are not limited to:

                  (i)   claims, actions, causes of action or liabilities arising
            under the Age Discrimination in Employment Act, as amended (29
            U.S.C. Section 621-634), and any other federal, state or municipal
            employment discrimination statutes pursuant to which claims based on
            age may be asserted against the Company (the claims referred to in
            this subsection 2.a.(i) are referred to in this Agreement and
            General Release as "Age Claims"); and/or

                  (ii)  claims, actions, causes of action or liabilities arising
            under any federal, state or municipal employment discrimination
            statutes, including, but not limited to Title VII of the Civil
            Rights Act of 1964, 42 U.S.C. Section 2000e et seq., the Americans
            With Disabilities Act, 42 U.S.C. Section 12101 et seq., the Family
            and Medical Leave Act, 29 U.S.C. Section 2601 et seq., the Labor
            Management Relations Act, 29 U.S.C. 141 et seq., the Ohio Civil
            Rights Act, Ohio Rev. Code Section 4112.01 et seq., the Ohio
            Whistleblower Protection Act, Ohio Rev. Code 4113.51 et seq., all as
            amended.

                  (iii) any other claim whatsoever, including, but not limited
            to, claims based on and any and all claims for wrongful termination
            of employment, public policy wrongful discharge, retaliatory
            discharge, fraud, misrepresentation, defamation, libel, slander,
            infliction of emotional distress, breach of contract, breach of the
            implied covenant of good faith and fair dealing, invasion of
            privacy, attorneys' fees, and any and all other claims or causes of
            action, however denominated. Executive specifically releases, by way
            of example, any claim he may have sounding in breach of the parties'
            Employment Agreement.

                  (iv)  It is expressly understood by Corrpro and Executive that
            Executive does not waive rights or claims that may arise after the
            Effective Date and which are not the subject of this Agreement.

            b.    Agreement not to Sue or Initiate Actions. Executive
      represents, promises and agrees that: (i) neither he nor any agent acting
      on his behalf has commenced or prosecuted or will commence or prosecute
      any complaint, lawsuit or proceeding in any court against any of the
      Released Parties on the basis of any claims, causes of action, or other
      matters within the scope of Section 2.a. above; (ii) if Executive does
      file such a complaint, lawsuit or proceeding, he will not oppose a motion
      to dismiss filed by any of the Released Parties based on this Agreement;
      and (iii) if any federal, state or local administrative agency assumes
      jurisdiction over any complaint or charge against any of the Released
      Parties, Executive will request the withdrawal of such complaint or
      charge, and will refuse to accept any relief offered or obtained as a
      result of such an action. Provided, however, that Executive does not waive
      or release his right to challenge the validity of this Agreement under the
      Older Workers Benefit Protection Act of 1990, 29 U.S.C. Section 626(f), in
      an appropriate proceeding. Executive acknowledges that neither this
      paragraph nor this Agreement as a whole are intended to be retaliatory.

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Agreement and General Release
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            c.    Reinstatement or Future Employment. Executive forever gives
      up, waives, and releases any right or claim to reinstatement or future
      employment by the Released Parties after the separation of his employment
      from Corrpro.

3.    CONTINUING OBLIGATIONS.

            a.    Return of Information. Except for confidential information
      reasonably necessary for Executive's continuing service on the Corrpro
      Board of Directors, which Confidential Information Executive agrees to
      return upon request of the Company, Executive represents and warrants that
      Executive has returned to Corrpro all confidential information of the
      Company, including, without limitation, information received under
      confidential conditions as well as other technical, business or financial
      information the use or disclosure of which by Executive might reasonably
      be construed to be contrary to the interest of the Released Parties. In
      connection with and in addition to such confidential information, to the
      extent not already returned and except as reasonably necessary for
      Executive's continuing service on the Corrpro Board of Directors,
      Executive will by the Effective Date return to Corrpro all related
      reports, files, memoranda, records, software, credit cards, door and file
      keys, and instructional manuals and other physical or personal or
      intangible property (including any magnetic or other media such as
      computer files, video or audio tape) which Executive received, prepared or
      helped prepare in connection with his employment with Corrpro. Except as
      provide above, Executive agrees that he will not keep any copies or
      excerpts of any above items.

            b.    Confidentiality/Disparagement/Public Relations. Executive and
      Corrpro acknowledge and agree that the terms and facts of the Agreement
      will be kept confidential and that Executive and Corrpro will not
      hereafter disclose any information concerning this Agreement to any third
      person except (i) Executive may disclose information to Executive's
      immediate family, his attorney and his professional advisors provided such
      persons agree to keep such information confidential, (ii) Corrpro may
      disclose information to Corrpro's employees, lenders, or representatives
      who need to know, or (iii) as required by law, including in applicable
      filings with the Securities and Exchange Commission. Executive agrees to
      refrain from making disparaging remarks or comments regarding Corrpro's or
      the Released Parties' business, products, services, management, or
      personnel, or Executive's employment relationship with the Company or the
      termination thereof.

4.    OTHER PROVISIONS.

            a.    Representations. Except as specifically set forth in this
      Agreement, Executive acknowledges and agrees that in signing this
      Agreement he does not rely and has not relied on any representation or
      statement by any of the Released Parties or by any of the Released
      Parties' agents, representatives or attorneys, with regard to the subject
      matter, basis or effect of this Agreement or otherwise.

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Agreement and General Release
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            b.    Binding Effect. This Agreement represents the entire agreement
      between the parties and shall be binding upon Executive and upon his
      heirs, administrators, representatives, executors, successors, and
      assigns, and shall inure to the benefit of Released Parties and each of
      them, and their heirs, administrators, representatives, executors,
      successors, and assigns. This Agreement may not be assigned by Executive
      without Corrpro's written consent.

            c.    Governing Law/Dispute Resolution/Headings. This Agreement
      shall in all respects be interpreted, enforced and governed under the laws
      of the State of Ohio. The parties agree that any dispute arising out of
      this Agreement, except for disputes arising under Section 2.b. of this
      Agreement or Sections 4 and 5 of the Employment Agreement which survive
      its termination, shall be settled by arbitration conducted in accordance
      with the rules of conciliation and arbitration of the American Arbitration
      Association, such arbitration to be conducted in Cleveland, Ohio, or at
      such other location as the parties may agree. Costs of such arbitration,
      including Executive's attorneys fees (to the extent such fees are
      reasonable), shall be borne equally. Discovery shall be permitted in the
      arbitration and the arbitrator shall have the authority to grant such
      remedies as are available under applicable law. With respect to disputes
      arising under Sections 4 and 5 of the Employment Agreement, Executive and
      the Company consent and submit themselves to the jurisdiction of the
      courts of the State of Ohio. Headings and titles in this Agreement are for
      the convenience of the parties.

            d.    Severability. Should any provisions of the Agreement be
      declared or be determined by any court of competent jurisdiction to be
      illegal or invalid or unenforceable, the validity of the remaining parts,
      terms or provisions shall not be affected thereby, and said illegally
      invalid part, term, or provision shall be deemed not to be part of this
      Agreement, it being the intention of the parties that their Agreement be
      reformed to be enforceable to the fullest extent allowable.

            e.    Remedies for Breach. In the event Executive breaches Section
      2.b. (agreement not to sue or initiate actions) of this Agreement, in
      addition to any other rights or remedies to which it may be entitled under
      law or this Agreement, the Company shall, except as prohibited by
      applicable law, be entitled to enforce the provisions of Section 2.b. by
      injunction or other equitable relief, without having to prove irreparable
      harm or inadequacy of money damages or posting a bond or other financial
      security therefore. In addition, in the event that Executive has been
      found by a court of competent jurisdiction or pursuant to a binding
      arbitration proceeding to have breached Section 2.b. (agreement not to sue
      or initiate actions) or Section 3 (Return of Information;
      Confidentiality/Disparagement/Public Relations), other than in an
      immaterial fashion, the Company shall be granted an award that Executive
      shall return to the Company all payments made under Sections 1.a.(i) and
      1.a.(iii) above to Executive under this Agreement, and the other
      provisions of this Agreement shall remain enforceable.

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Agreement and General Release
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5.    CONSULTATION WITH COUNSEL; EXECUTION OF AGREEMENT.

            a.    Consultation with Legal Counsel/Review Period. Executive
      acknowledges and agrees that this Agreement constitutes written notice to
      him of his right to consult with an attorney of his choosing prior to
      signing the Agreement. Executive also acknowledges and agrees that he has
      been given a period of twenty-one (21) days within which to consider this
      Agreement prior to his signing below. If the Agreement is not signed by
      Executive within 21 days after it is presented to him, and no extension of
      this time period has been granted in writing by Corrpro, the Company may
      withdraw this Agreement. Executive also acknowledges and agrees that he
      has been given a reasonable amount of time in which to review and consider
      this Agreement and its monetary terms, including, without limitation,
      those terms set forth and described in Section 1 above.

            b.    Revocation Period. Executive may revoke this Agreement at any
      time during the Revocation Period, by delivering a signed letter of
      revocation addressed to Corrpro. "Revocation Period" is the period
      beginning the date Executive signs this Agreement and ending seven (7)
      days thereafter. If Executive revokes this Agreement, this Agreement shall
      become null and void, and, upon revocation, the provisions of the
      Employment Agreement shall remain in full force and effect without regard
      to the amendment provisions contained in this Agreement.

            c.    Execution of Agreement. By signing below, Executive
      acknowledges that he is entering this Agreement freely and voluntarily,
      and without coercion from anyone.

Executive has read this Agreement and fully understands it, having sought the
advice of independent counsel of his choice to the extent he has deemed
necessary.

Signed this ______________ day of ___________________, 2004.

Witnesses                                   Joseph W. Rog

/s/ Joseph W. Rog     5/10/04                /s/ Joseph W. Rog     5/10/04
_____________________________                _____________________________
                       date                                         date

Corrpro Companies, Inc.

By: /s/ Joseph P. Lahey
   _______________________________________

Title: President & CEO
      ____________________________________

         5/10/04
_____________________________
                  date