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                                                                   Exhibit 10.2


THIS AGREEMENT DATED THE 1ST DAY OF APRIL, 1997

BETWEEN:


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

                                   OF THE FIRST PART

                - and -


     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, controls Eighty (80%)
Percent of Alcoke Distributors Ltd. and One Hundred (100%) Percent of D. Foley
Pipeline Services Ltd. (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 Corporation,
               then the Consultant may designate a third person or persons of



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               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 Eighty-Two Thousand Five Hundred and Eighty Three ($82,583.00)
          Dollars (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.


3. TERMS

     (a)  The parties hereto acknowledge that the term of this Agreement shall
          be for a period of one (1)

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          year commencing on the 1st day of April, 1997 and ending on the 31st
          day of March, 1998, 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;

          (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



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          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
          Consultants 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 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,

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          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 of 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 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 all Existing Customer or
          any Prospective Customer for a period of one (1) Year following the

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          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 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


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     (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 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 Corporation and the Consultant touching this Agreement or
     the construction or application thereof
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     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.


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:

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

                and to:

                Albert N. Salvatore, Esq.
                McDonald, Hopkins, Burke & Haber
                2100 Bank One Center
                600 Superior Avenue, E.
                Cleveland, Ohio 44114-2653
                Fax:     (330) 348-5474

                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

                and to:

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

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          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.


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
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     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.



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


COMMONWEALTH SEAGER HOLDINGS LTD.              CORRTECH CONSULTING GROUP



Per:                                           Per:
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Per:                                           Per:
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