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                                                                    EXHIBIT 10.2

                            TERMS OF PREFERRED STOCK


[TO BE ADDED AS ARTICLE IV(d) OF THE AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF CORRPRO]

(d) Series B Cumulative Redeemable Voting Preferred Stock

         (1) Designation; Number of Shares. Fifty thousand (50,000) shares of
the Serial Preferred Shares shall be designated as "Series B Cumulative
Redeemable Voting Preferred Stock" (the "Series B Preferred Stock"), and such
shares shall be without par value.

         (2) Rank. The Series B Preferred Stock shall rank, with respect to the
payment of dividends and rights upon liquidation, winding-up or dissolution,
senior to (a) the Common Shares and (b) each other class or series of Capital
Stock of the Corporation the terms of which do not expressly provide that such
class or series shall rank pari passu or senior to the Series B Preferred Stock
with respect to the payment of dividends or rights upon liquidation, winding-up
or dissolution (clauses (a) and (b), collectively, the "Junior Stock"). The term
"Junior Stock" shall include any warrants, options or other rights exercisable
for, or convertible into, Junior Stock.

         (3) Dividends.

                  (a) The holders of the Series B Preferred Stock shall be
entitled to receive when, as and if declared by the Board of Directors,
dividends on each share of Series B Preferred Stock at the Dividend Rate
multiplied by the Liquidation Preference for one share of the Series B Preferred
Stock. All dividends shall be cumulative, whether or not earned or declared, and
whether or not sufficient funds are legally available in respect thereof, from
the applicable Issue Date and shall compound to the extent not paid on the next
succeeding Dividend Payment Date. Dividends on the Series B Preferred Stock
shall be payable quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year (each, a "Dividend Payment Date"), commencing on the
first Dividend Payment Date immediately following the applicable Issue Date.

                  (b) If any Dividend Payment Date shall occur on a day that is
not a Business Day, then any dividends otherwise payable on such Dividend
Payment Date shall be paid on the next succeeding Business Day. Dividends
payable on any Dividend Payment Date shall be payable in arrears from the period
beginning on and including the immediately preceding Dividend Payment Date (or
if there is no immediately preceding Dividend Payment Date, beginning on and
including the applicable Issue Date) to but excluding such Dividend Payment Date
(the "Dividend Period"). Dividends payable on the Series B Preferred Stock for
any period other than a full quarterly period shall be calculated on the basis
of a 360-day year.

                  (c) Dividends on the Series B Preferred Stock shall be paid to
the holders of Series B Preferred Stock as their names shall appear on the stock
transfer books of the Corporation. Dividends on the Series B Preferred Stock
shall be payable to each holder of Series B Preferred Stock on each Dividend
Payment Date, at the Corporation's option, either (i) in cash or (ii) in fully
paid and nonassessable shares of Series B Preferred Stock; provided, however,
that the Corporation shall not pay such dividends in cash if such cash payment
is prohibited under the terms of any Senior Indebtedness and/or Subordinated
Indebtedness. Dividends payable in cash shall be paid when, as and if declared
by the Board of Directors out of funds legally available therefor. Dividends
payable in shares of Series B Preferred Stock shall be paid when, as and if
declared by the Board of Directors and whether or not there are profits, surplus
or


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other funds of the Corporation legally available therefor. Dividends payable in
shares of Series B Preferred Stock shall be paid by issuing to each holder of
Series B Preferred Stock that number of shares of Series B Preferred Stock that
is equal to the quotient obtained by dividing (i) the aggregate dollar amount of
dividends payable and/or in arrears on all shares of Series B Preferred Stock
held by such holder on the date of payment of such dividends by (ii) the
Liquidation Preference in effect immediately after payment of such dividends. If
a holder shall become entitled to any fractional shares of Series B Preferred
Stock pursuant to the preceding sentence, in lieu of issuing any fractional
share, the Corporation shall, at the Corporation's option, either (i) round up
such number of shares to the next highest whole number or, (ii) pay to such
holder an amount in cash that is equal to the applicable fraction of the
Liquidation Preference. Any shares of Series B Preferred Stock issued in payment
of dividends pursuant to this subparagraph 3 shall be entitled to all of the
rights of the Series B Preferred Stock set forth under Article IV(d) hereof.

                  (d) In the event that any dividends for any Dividend Period
are not paid in full on the applicable Dividend Payment Date, then on such
Dividend Payment Date an amount equal to the amount of such dividends in arrears
shall be added to the Liquidation Preference effective as of such Dividend
Payment Date and additional dividends in respect thereof shall be paid
thereafter at the Dividend Rate until such dividends in arrears have been paid
in full. With respect to any dividends in arrears for any past Dividend Period
(including any dividends payable and compounding thereon) such dividends, if
paid in cash, may be declared and paid at any time, without reference to any
regular Dividend Payment Date, pro rata (based on the number of shares of Series
B Preferred Stock) to the holders of record of the Series B Preferred Stock on
such record date, not more than forty-five (45) days prior to the payment
thereof, as may be fixed by the Board of Directors. With respect to any
dividends in arrears for any past Dividend Period (including any dividends
payable and compounding thereon) such dividends, if paid in shares of Series B
Preferred Stock, may only be paid effective as of a Dividend Payment Date.

                  (e) After every Dividend Payment Date for so long as there
remains outstanding a number of shares of Series B Preferred Stock that equals
or exceeds forty percent (40%) of the number of shares of Series B Preferred
Stock issued on the Initial Issue Date, the Corporation shall, (i) within
forty-five (45) days of such Dividend Payment Dates occurring on June 30,
September 30 and December 31 and (ii) as soon as practicable, but no later than
within ninety (90) days of such Dividend Payment Dates occurring on March 31,
deliver to the holders of the Series B Preferred Stock a certificate duly
executed by an authorized officer of the Corporation certifying the calculation
of the Corporation's EBITDA for the EBITDA Test Period for such Dividend Payment
Date.

                  (f) No dividends in cash or other property shall be declared
by the Board of Directors or paid or set apart for payment by the Corporation on
any Junior Stock for any period, nor shall the Corporation or any subsidiary
thereof effect any redemption or repurchase of Junior Stock, or distribution
thereon unless fully compounded, cumulative dividends, plus (without
duplication) any amounts added to the Liquidation Preference pursuant to
subparagraph (d) above have been, or are contemporaneously, declared and paid in
full.

         (4) Liquidation Preference.

                  (a) Subject to the rights of any Senior Stock and Parity
Stock, upon any voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation, each holder of Series B Preferred Stock shall be entitled to
payment out of the assets of the Corporation available for distribution of an
amount equal to the aggregate Liquidation Preference of the shares of Series B
Preferred Stock held by such holder, plus an amount equal to all dividends in
arrears (at the applicable Dividend Rate) on such shares from and including the
immediately preceding Dividend Payment Date to but excluding the date of
liquidation, dissolution or winding up, before any distribution is made on any
Junior Stock. After


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payment in full of the aggregate Liquidation Preference and all dividends in
arrears to which holders of shares of Series B Preferred Stock are entitled,
such holders shall not be entitled to any further participation in any
distribution of the assets of the Corporation as a result of their ownership of
Series B Preferred Stock. If, upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, the amounts payable with respect
to shares of Series B Preferred Stock are not paid in full, the holders of
shares of Series B Preferred Stock shall share equally and ratably in any
distribution of assets of the Corporation in proportion to the full Liquidation
Preference, plus all dividends in arrears (at the applicable Dividend Rate), if
any, to which each such holder is entitled.

                  (b) A sale, conveyance, exchange or transfer (for cash, shares
of stock, securities or other consideration) of all or substantially all of the
Capital Stock or assets of the Corporation or a merger, consolidation or other
transaction or series of related transactions (whether involving the Corporation
or a subsidiary thereof) in which the Corporation's shareholders immediately
prior to such transaction do not retain a majority of the voting power in the
surviving entity shall be deemed to be a liquidation, dissolution or winding-up
within the meaning of this subparagraph (4)(a), unless the holders of a majority
of the then-outstanding shares of Series B Preferred Stock affirmatively vote or
consent in writing that such transaction shall not be treated as a liquidation,
dissolution or winding-up within the meaning of subparagraph 4(a).

         (5) Voting Rights.

                  In addition to any voting rights provided by law, the holders
of shares of Series B Preferred Stock shall have the following voting rights:

                  (a) General. For so long as any shares of the Series B
Preferred Stock remain outstanding, each share of Series B Preferred Stock shall
entitle the holder thereof to vote on all matters voted on by holders of Common
Shares, voting together with the Common Shares and all other Voting Shares as a
single class at all annual, special and other meetings of the shareholders of
the Corporation, or by written consent of the minimum number of shares required
to take such action pursuant to Section 1701.54 of the Ohio General Corporation
Law.

                  (b) Participatory Voting. In any vote with respect to which
holders of the Series B Preferred Stock shall vote with the holders of Common
Shares (together with the other Voting Shares) as a single class with respect to
any matter, each share of Series B Preferred Stock shall entitle the holder
thereof to cast that number of votes equal to the quotient of (i) the product of
(A) 1.0408, multiplied by (B) the total number of votes that may be cast by the
holders of all Initial Issue Date Fully Diluted Voting Shares as of the record
date for such vote, divided by (ii) the number of shares of Series B Preferred
Stock issued on the Initial Issue Date.

                  (c) Class Voting. On any matter on which the holders of Series
B Preferred Stock are entitled by law or under the Articles of Incorporation to
vote separately as a class, including the provisions contained in subparagraph
5(d) below, each such holder shall be entitled to one vote for each share held,
and such matter shall be determined by a majority of the votes cast.

                  (d) Preferred Stock Directors.

                           (i) For so long as there remains outstanding a number
of shares of Series B Preferred Stock that equals or exceeds forty percent (40%)
of the number of shares of Series B Preferred Stock issued on the Initial Issue
Date, the holders of Series B Preferred Stock, voting separately as a class,
shall have the exclusive right to elect that whole number of directors that
constitutes a majority of members of the Board of Directors (each such director,
a "Preferred Stock Director") at any special


<PAGE>

meeting of the holders of shares of Series B Preferred Stock called as
hereinafter provided, at any annual meeting of shareholders held for the purpose
of electing directors, and in any written consent of shareholders pursuant to
Section 1701.54 of the Ohio General Corporation Law.

                           (ii) The Preferred Stock Directors elected as
provided herein shall serve until the next annual meeting or until their
respective successors shall be elected and shall qualify. Any Preferred Stock
Director may be removed with or without cause by, and shall not be removed other
than by, the vote of the holders of a majority of the outstanding shares of
Series B Preferred Stock, voting separately as a class, at a meeting duly called
or by written consent in accordance with Section 1701.54 of the Ohio General
Corporate Law. If any Preferred Stock Director shall be convicted of a felony
involving moral turpitude, the holders of a majority of the outstanding shares
of Series B Preferred Stock shall exercise their authority under this
subparagraph 5(d) to remove such Preferred Stock Director. If the office of any
Preferred Stock Director becomes vacant by reason of death, resignation,
retirement, disqualification or removal from office or otherwise, the remaining
Preferred Stock Directors may elect a successor, or, alternatively, the holders
of a majority of the outstanding shares of Series B Preferred Stock, voting
separately as a class, at a meeting called for such purpose or by written
consent in accordance with Section 1701.54 of the Ohio General Corporation Law
may elect a successor. Any such successor shall hold office for the unexpired
term in respect of which such vacancy occurred. Upon any termination of the
right of the holders of Series B Preferred Stock to vote for and elect Preferred
Stock Directors as herein provided, the Preferred Stock Directors then serving
on the Board of Directors may continue to hold their office for the remainder of
their term.

                           (iii) At any time when such voting right shall be
vested in the holders of shares of Series B Preferred Stock entitled to vote
thereon, and if such right shall not already have been exercised, an officer of
the Corporation shall, upon the written request of holders of record of twenty
percent (20%) of the shares of such Series B Preferred Stock then outstanding
addressed to the Secretary of the Corporation, call a special meeting of holders
of shares of such Series B Preferred Stock. Such meeting shall be held at the
earliest practicable date upon the notice required for annual meetings of
shareholders at the place for holding annual meetings of shareholders of the
Corporation or, if none, at a place designated by the Secretary of the
Corporation. If such meeting shall not be called by the proper officers of the
Corporation within thirty (30) days after the personal service of such written
request upon the Secretary of the Corporation, or within thirty (30) days after
mailing the same within the United States, by registered mail, addressed to the
Secretary of the Corporation at its principal office (such mailing to be
evidenced by the registry receipt issued by the postal authorities), then the
holders of record of twenty percent (20%) of the shares of Series B Preferred
Stock then outstanding may designate in writing any person to call such meeting
at the expense of the Corporation, and such meeting may be called by such person
so designated upon the notice required for annual meetings of shareholders and
shall be held at the same place as is elsewhere provided in this paragraph. Any
holder of shares of Series B Preferred Stock then outstanding that would be
entitled to vote at such meeting shall have access to the stock books of the
Corporation for the purpose of causing a meeting of shareholders to be called
pursuant to the provisions of this paragraph. Notwithstanding the provisions of
this paragraph, however, no such special meeting shall be called or held during
a period within thirty (30) days immediately preceding the date fixed for the
next annual meeting of shareholders.

                           (iv) For so long as there remains outstanding a
number of shares of Series B Preferred Stock that equals or exceeds forty
percent (40%) of the number of shares of Series B Preferred Stock issued on the
Initial Issue Date, the Code of Regulations of the Corporation shall contain no
provisions that would restrict the exercise, by the holders of shares of the
Series B Preferred Stock, of the right to elect directors as provided in this
subparagraph 5(d).


<PAGE>

         (6) Protective Provisions. So long as any shares of Series B Preferred
Stock shall remaining outstanding, the Corporation shall not, without the
affirmative vote or written consent of the holders of at least a majority of the
issued and outstanding shares of Series B Preferred Stock, voting together as a
separate class:

                  (a) amend, modify, alter or restate any provision of the
Articles of Incorporation or the Code of Regulations in a manner that adversely
alters, affects or changes the rights, preferences, privileges, powers of or
restrictions provided for the benefit of the Series B Preferred Stock;

                  (b) (i) merge or consolidate with one or more Persons or sell
in excess of forty percent (40%) of the assets of the Corporation, (ii)
liquidate, dissolve, wind-up, recapitalize or reorganize the Corporation, (iii)
effect any material acquisition or series of acquisitions, joint venture or
strategic alliance involving the Corporation, or (iv) take any other corporate
action similar to those set forth in clause (i), (ii) or (iii) above;

                  (c) pay any dividends or distributions on, or make any other
payment in respect of, the Capital Stock of the Corporation, except for
dividends and distributions payable (i) on the Series B Preferred Stock pursuant
to subparagraph 3 hereof, (ii) on any shares of Parity Stock or Senior Stock or
(iii) to the holders of Common Shares in the form of additional shares of Common
Shares;

                  (d) authorize, designate, sell or issue any Capital Stock or
debt securities (other than, with respect to debt securities, any Senior
Indebtedness) of the Corporation and/or its subsidiaries, except for (i)
issuances after the Initial Issue Date of up to an aggregate of [INSERT A NUMBER
EQUAL TO 15% OF THE FULLY DILUTED SHARES (AS DEFINED IN THE SECURITIES PURCHASE
AGREEMENT)] Common Shares upon exercise of Rights or Options granted to
directors, officers or employees of the Corporation pursuant to the Option
Plans, (ii) issuances of Common Shares upon exercise of the Existing Warrants,
(iii) issuances of Common Shares upon exercise of the Purchaser Warrants and
(iv) issuances of Common Shares upon exercise of the Lender Warrants; or

                  (e) redeem or purchase any Capital Stock of the Corporation,
except for (i) redemptions of Series B Preferred Stock pursuant to subparagraph
7 hereof and (ii) payments to any holder of the Lender Warrants or shares of
Common Shares issuable upon exercise of the Lender Warrants, upon such holder's
exercise of its right to require the Corporation to redeem or repurchase such
Lender Warrants or such Common Shares.

         (7) Redemption at the Option of the Holders.

                  (a) Unconditional Redemption Event. At any time or from time
to time on or after the date on which any Unconditional Redemption Event shall
have occurred, the Corporation shall, subject to having funds legally available
therefor, redeem outstanding shares of Series B Preferred Stock at the
Redemption Price upon receipt from the holders of at least a majority of the
then-outstanding shares of Series B Preferred Stock of written notice (a
"Redemption Notice") requesting redemption of all or any portion of the
outstanding shares of Series B Preferred Stock. The Corporation shall give
notice to each holder of Series B Preferred Stock if possible in advance of, but
in any event within one (1) Business Day after, the occurrence of any such
Unconditional Redemption Event.

                  (b) Conditional Redemption Event. At any time or from time to
time on or after the date on which any Conditional Redemption Event shall have
occurred, the Corporation shall, subject to having funds legally available
therefor, redeem outstanding shares of Series B Preferred Stock at the
Redemption Price upon receipt from the holders of at least a majority of the
then-outstanding shares of Series B Preferred Stock of a Redemption Notice
requesting redemption of all or any portion of the


<PAGE>

outstanding shares of Series B Preferred Stock. The Corporation shall give
notice to each holder of Series B Preferred Stock if possible in advance of, but
in any event within one (1) Business Day after, the occurrence of any such
Conditional Redemption Event.

                  (c) Redemption Procedures.

                           (i) The process for effecting any redemption pursuant
to this subparagraph 7 shall be as follows:

                                    (A) Within three (3) Business Days after the
receipt of a Redemption Notice, the Corporation shall send to each holder of
Series B Preferred Stock a written notice (the "Corporation Notice") which shall
state (1) the number of shares of Series B Preferred Stock that are the subject
of the applicable Redemption Notice, (2) the date (the "Redemption Date") as of
which a redemption pursuant to this subparagraph 7 shall be effected and (3) the
date by which a holder may elect to join in the redemption pursuant to
subparagraph 7(c)(i)(B) below. The Redemption Date shall be a Business Day not
less than thirty (30) days or more than forty-five (45) days following the date
on which the related Corporation Notice is sent by the Corporation.

                                    (B) Within five (5) Business Days after
receipt of the Corporation Notice, each holder (each, a "Redeeming Holder") of
Series B Preferred Stock wishing to redeem all or a portion of its Series B
Preferred Stock may provide irrevocable written notice to the Corporation
electing to include all or a portion of such holder's shares of Series B
Preferred Stock in such Redemption Notice and stating the number of shares of
Series B Preferred Stock to be so included (the "Redemption Shares"), and such
Redemption Shares shall thereafter be deemed to be included in such Redemption
Notice.

                                    (C) Within fifteen (15) Business Days after
receiving the Redemption Notice and at least seven (7) Business Days prior to
the Redemption Date, the Corporation shall provide each Redeeming Holder with
written notice (a "Closing Notice") stating (1) the Redemption Date, (2) the
Redemption Price, (3) the place or places at which certificates representing
shares of Series B Preferred Stock are to be surrendered for payment of the
Redemption Price and (4) any other information that may be required by
applicable law. No failure by the Corporation to give the Closing Notice, nor
any defect therein or in the mailing thereof, shall relieve the Corporation from
its obligation to redeem shares of Series B Preferred Stock pursuant to this
subparagraph (7).

                           (ii) On or prior to the Redemption Date, each
Redeeming Holder shall surrender the certificate or certificates representing
its Redemption Shares to the Corporation in the manner and at the place
designated in the Closing Notice, and the Redemption Price shall be payable to
the order of the Person whose name appears on such certificate or certificates
as the registered owner thereof.

                           (iii) If the Redemption Price for all Redemption
Shares is, on the Redemption Date, paid to the Redeeming Holders thereof or put
aside for payment against delivery of the certificates representing the Series B
Preferred Stock, then notwithstanding that any certificates evidencing such
Redemption Shares shall not have been surrendered, dividends with respect to
such Redemption Shares shall cease to accumulate after the Redemption Date and
all rights with respect to such shares shall terminate after the Redemption
Date, except for the right of the holders of the Redemption Shares to receive
the Redemption Price without interest upon surrender of their certificate or
certificates therefor.

                           (iv) If on the Redemption Date the assets of the
Corporation legally available to redeem the Redemption Shares shall be
insufficient to redeem all outstanding shares of Redemption Shares to be
redeemed at the Redemption Price, then (A) the Corporation shall redeem that
number of



<PAGE>

Redemption Shares that may be redeemed with the assets of the Corporation
legally available therefor pro rata among the Redeeming Holders and (B) any
unredeemed Redemption Shares shall be carried forward and shall be redeemed at
such time as funds are legally available therefor. All Redemption Shares that
are subject to redemption under this subparagraph 7 that have not been redeemed
due to the insufficiency of legally available funds therefor shall, at the
option of such Redeeming Holder, (1) continue to be outstanding and entitled to
all dividends (which shall be payable at the applicable Dividend Rate plus three
percent (3%)), liquidation, voting and other rights, preferences and privileges
of the Series B Preferred Stock until such shares are redeemed, or (2) shall be
redeemed in consideration of a promissory note payable on demand of the holder
thereof bearing interest at rate equal to the then-current Dividend Rate and
payable by the Corporation to such Redeeming Holder in the principal amount
equal to the aggregate Liquidation Preference of the unredeemed Redemption
Shares held by such Redeeming Holder, plus an amount equal to all dividends in
arrears (at the applicable Dividend Rate) on such shares through the date of the
promissory note.

                           (v) In the case of any redemption pursuant to this
subparagraph 7, the Corporation shall comply with all applicable requirements of
Rule 14e-1 under the Exchange Act and any other applicable securities laws and
regulations in connection with the redemption of Series B Preferred Stock. To
the extent that the provisions of any applicable securities laws or regulations
conflict with any of the provisions of this subparagraph 7, the Corporation
shall comply with such applicable securities laws and regulations and shall be
deemed not to have breached its obligations under this subparagraph 7.

                           (vi) All shares of Series B Preferred Stock redeemed
pursuant to this subparagraph 7 shall be retired and shall be restored to the
status of authorized and unissued shares of Serial Preferred Shares without
designation as to series, and may thereafter be reissued as shares of Serial
Preferred Shares.

         (8) Preemptive Rights.

                  (a) Notwithstanding anything to the contrary contained in the
Articles of Incorporation, after the Initial Issue Date, the Corporation shall
not issue or sell any Capital Stock or debt securities (other than senior
secured indebtedness) (such securities, the "Newly Issued Securities") unless
prior to the issuance or sale of such Newly Issued Securities, each holder of
Series B Preferred Stock shall have first been given the opportunity to
purchase, on the same terms and conditions on which such Newly Issued Securities
are proposed to be sold by the Corporation, that portion of such Newly Issued
Securities that is equal to the product obtained by multiplying (i) fifty-one
percent (51%) by (ii) the quotient obtained by dividing (A) the number of
outstanding shares of Series B Preferred Stock held by such holder by (B) the
aggregate number of outstanding shares of Series B Preferred Stock (such
holder's "Proportionate Share").

                  (b) At least thirty (30) days prior to the issuance or sale by
the Corporation of any Newly Issued Securities, the Corporation shall provide
written notice thereof (the "Preemptive Notice") to each holder of Series B
Preferred Stock stating (i) the name and address of the Person to whom the
Corporation proposes to issue or sell such Newly Issued Securities, (ii) the
price, number and other terms of such Newly Issued Securities, (iii) such
holder's Proportionate Share of such Newly Issued Securities and (iv) the period
of time during which such holder may elect to purchase such holder's
Proportionate Share of such Newly Issued Securities, which period shall extend
for at least thirty (30) days following the receipt by such holder of the
Preemptive Notice (the "Preemptive Acceptance Period").

                  (c) Each holder of Series B Preferred Stock shall have the
right to irrevocably elect to purchase such holder's Proportionate Share of any
Newly Issued Securities by providing written notice of such election to the
Corporation prior to the expiration of the Preemptive Acceptance Period (each, a


<PAGE>

"Participating Holder"). If after the expiration of the Preemptive Acceptance
Period one or more holders of Series B Preferred Stock shall not have elected to
purchase its Proportionate Share of such Newly Issued Securities (each, a
"Non-Participating Holder"), then each Participating Holder shall be entitled to
exercise an additional right to purchase, on a pro rata basis, such Newly Issued
Securities not previously purchased.

                  (d) After the conclusion of the Preemptive Acceptance Period,
any Newly Issued Securities that are not purchased by the holders of Series B
Preferred Stock in accordance with the provisions of this subparagraph 8 may be
sold by the Corporation, within a period of two (2) months after the expiration
of such Preemptive Acceptance Period, to any other Person at such prices and
upon such other terms and conditions that are no less favorable to the
Corporation than those set forth in the Preemptive Notice.

                  (e) The term "Newly Issued Securities" shall not include (i)
up to an aggregate of [INSERT A NUMBER EQUAL TO 15% OF THE FULLY DILUTED SHARES
(AS DEFINED IN THE SECURITIES PURCHASE AGREEMENT)] Common Shares issued or
issuable after the Initial Issue Date upon exercise of Rights or Options granted
to directors, officers or employees of the Corporation pursuant to the Option
Plans, (ii) Common Shares issuable upon exercise of the Existing Warrants, (iii)
Common Shares issuable upon exercise of the Purchaser Warrants, (iv) Common
Shares issuable upon exercise of the Lender Warrants, (v) Common Shares issuable
upon conversion of Convertible Securities outstanding as of the Initial Issue
Date and (vi) shares of Series B Preferred Stock issued pursuant to the terms of
Article IV(d) hereof.

         (9) Transferability. The Series B Preferred Stock may be sold, assigned
or otherwise transferred only in its entirety to one purchaser in a single
transaction. Any other sale, assignment or other transfer shall be subject to
the written consent of the Corporation acting through a committee of
Disinterested Board Members, which consent shall not be unreasonably withheld.
If the Corporation (acting through a committee of Disinterested Board Members)
expressly consents in writing to all future transfers of the Series B Preferred
Stock, then such consent shall be irrevocable and shall be binding on the
Corporation at all times after such consent.

         (10) Replacement Certificates. If any certificate evidencing Series B
Preferred Stock is mutilated, lost, stolen or destroyed, the Corporation shall
issue or cause to be issued in exchange and substitution for and upon
cancellation hereof, or in lieu of and substitution for such certificate, a new
certificate, but only upon receipt of an affidavit of loss and indemnity
agreement reasonably satisfactory to the Corporation evidencing such loss, theft
or destruction and customary and reasonable indemnity.

         (11) Notice. Except as may otherwise be provided for herein, all
notices referred to herein shall be in writing, and all notices hereunder shall
be deemed to have been given upon the earlier of receipt of such notice or three
(3) Business Days after the mailing of such notice if sent by registered mail
(unless first-class mail shall be specifically permitted for such notice under
the terms hereof) with postage prepaid, addressed: if to the Corporation, to its
offices at 1090 Enterprise Drive, Medina, Ohio 44256, Attention: Secretary or to
an agent of the Corporation designated as permitted by the Articles of
Incorporation, or, if to any holder of Series B Preferred Stock, to such holder
at the address of such holder as listed in the stock record books of the
Corporation (which may include the records of any transfer agent for the Series
B Preferred Stock), or to such other address as the Corporation or holder, as
the case may be, shall have designated by notice similarly given.

         (12) Definitions. Unless otherwise expressly provided in this Article
IV(d) or the context otherwise requires, the following terms shall have the
following meanings:


<PAGE>

         "Article of Incorporation" shall mean the Amended and Restated Articles
of Incorporation of the Corporation.

         "Board of Directors" shall mean the Board of Directors of the
Corporation, including any committees thereof.

         "Business Day" shall mean any date other than a Saturday, Sunday,
public holiday under the laws of the State of New York or any other day on which
banking institutions are authorized to close in New York City.

         "Capital Stock" of any Person shall mean any and all shares, interests,
participations or other equivalents (however designated and whether voting or
non-voting) of corporate stock or other equity participations, including,
without limitation, partnership interests, whether general or limited, and
limited liability company interests, of such Person and any warrants, options or
other rights to acquire any equity interest in such Person.

         "Closing Notice" shall have the meaning set forth in Article
IV(d)(7)(c)(i)(C) hereof.

         "Code of Regulations" shall mean the Amended and Restated Code of
Regulations of the Corporation.

         "Common Shares" shall mean the Common Shares, without par value, of the
Corporation, the terms of which are set forth in Article IV(a) hereof.

         "Conditional Redemption Event" shall mean, with respect to the
Corporation, the occurrence of any of the following:

                  (a) any "person" or "group" (as such terms are used in Section
13(d) and Section 14(d) of the Exchange Act or any successor provisions thereto,
and including any group acting for the purpose of acquiring, holding, voting or
disposing of securities within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act, except that a person will be deemed to have "beneficial ownership"
of all shares that any such person has the right to acquire, whether such right
is exercisable immediately or only after the passage of time), directly or
indirectly, of twenty percent (20%) or more of the total voting power of the
Voting Stock of the Corporation, other than through the ownership or acquisition
of shares of the Series B Preferred Stock, the Purchaser Warrants and/or Common
Shares issuable upon exercise of the Purchaser Warrants (if such Common Shares
were acquired by an underwriter with a view towards distribution in an
underwritten public offering or by any Person in a "block sale" or privately
negotiated transaction);

                  (b) the Corporation consolidates or merges with or into any
other Person, other than a consolidation or merger under a transaction in which
the outstanding Voting Stock of the Corporation remains outstanding or is
changed into or exchanged for cash, securities or other property with the effect
that the beneficial owners of the Corporation's outstanding Voting Stock
immediately before that transaction, beneficially own, directly or indirectly,
less than eighty percent (80%) of the Voting Stock, measured by voting power
rather than number of shares, of the surviving Person immediately following that
transaction;

                  (c) the sale, transfer, assignment, lease, conveyance or other
disposition, directly or indirectly and in one (1) or a series of transactions,
of (i) in excess of twenty percent (20%) of the assets of the Corporation and/or
its subsidiaries considered as a whole or (ii) assets of the Corporation and/or
its


<PAGE>

subsidiaries resulting in aggregate net proceeds to the Corporation and its
subsidiaries considered as a whole in excess of $20,000,000; or

                  (d) the aggregate amount of Corporation Indebtedness shall be
greater than zero ($0) but equal to or less than $2,000,000.

         Notwithstanding any of the foregoing, none of the above shall be deemed
to be a "Conditional Redemption Event" without the prior consent of the agent
for, or the holders of a majority of, any Senior Indebtedness and/or
Subordinated Indebtedness outstanding on the date of the relevant occurrence.

         "Convertible Securities" shall mean stock or other securities
convertible into or exchangeable for shares of Common Shares.

         "Corporation Indebtedness" shall mean, as of any date, the aggregate
amount of all outstanding Senior Indebtedness, Subordinated Indebtedness and
other unsecured indebtedness for money borrowed (which shall exclude all capital
lease obligations, trade payables and other liabilities incurred by the
Corporation in the ordinary course of its business) of the Corporation.

         "Corporation Notice" shall have the meaning set forth in Article
IV(d)(7)(c)(i)(A) hereof.

         "CorrPro Investments" shall mean CorrPro Investments, LLC, a Delaware
limited liability company.

         "Disinterested Board Member" shall mean a member of the Board of
Directors that is not an officer, director, member or employee of CorrPro
Investments or its Affiliates (other than the Corporation or its subsidiaries).

         "Dividend Payment Date" shall have the meaning set forth in Article
IV(d)(3)(a) hereof.

         "Dividend Period" shall have the meaning set forth in Article
IV(d)(3)(a) hereof.

         "Dividend Rate" shall mean with respect to each Dividend Payment Date,
an annual rate of 13.5%; provided, however, that the Dividend Rate shall be
increased to an annual rate of 16.5% for each and every Dividend Period that
immediately follows a Dividend Payment Date for which there has occurred an
EBITDA Test Failure.

         "EBITDA" shall mean, with respect to any period, the sum of (a) the
consolidated net income (or net loss) for such period of the Corporation and its
subsidiaries, plus (b) all amounts treated as interest expense, plus (c) all
depreciation, amortization and other similar non-cash charges to the extent
included in the determination of such net income (or loss), plus (d) all taxes
whether paid or accrued on, or measured by, income to the extent included in the
determination of such net income (or loss), plus (e) any charges against income
as the result of the accounting treatment of the Series B Preferred Stock, all
in accordance with GAAP, plus (f) any amounts paid in cash by the Corporation
for services rendered pursuant to the Services Agreement; provided, however,
that for purposes of computing EBITDA for any applicable period, the
consolidated net income (or loss) of the Corporation and its subsidiaries shall
not include any non-recurring gains (or losses) of the Corporation and its
subsidiaries resulting from any marked-to-market adjustments to the valuation of
any outstanding securities of the Corporation, including, if applicable, the
Existing Warrants, the Lender Warrants and the Purchaser Warrants; and provided,
further, that for purposes of computing EBITDA for any applicable period, the
consolidated net income (or loss) of the Corporation and its subsidiaries shall
not include any non-recurring gains (or losses) of the Corporation and its
subsidiaries. An example of the calculation of, and adjustments with


<PAGE>

respect to, EBITDA for the twelve (12) months ended September 30, 2003 is set
forth on Schedule A hereto.

         "EBITDA Test Failure" shall mean, for any Dividend Payment Date, the
failure by the Corporation to have EBITDA for the EBITDA Test Period for such
Dividend Payment Date equal to or in excess of $12,000,000.

         "EBITDA Test Period" shall mean, for any Dividend Payment Date, the
twelve (12) full months ending on such Dividend Payment Date.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Existing Warrants" shall mean (i) that certain Common Stock Purchase
Warrant, dated as of September 23, 2002, issued to Bank One, N.A. by the
Corporation and (ii) that certain Common Stock Purchase Warrant, dated as of
September 23, 2002, issued to The Prudential Insurance Company of America by the
Corporation.

         "GAAP" shall mean generally accepted accounting principles in effect
within the United States, consistently applied.

         "Initial Issue Date" shall mean the date on which the first share of
Series B Preferred Stock was issued by the Corporation.

         "Initial Issue Date Fully Diluted Voting Shares" shall mean (i) all
Common Shares outstanding at the close of business on the Initial Issue Date
(including any stock splits, stock dividends, recapitalizations and similar
events thereon or thereof), (ii) up to an aggregate of [INSERT A NUMBER EQUAL TO
15% OF THE FULLY DILUTED SHARES (AS DEFINED IN THE SECURITIES PURCHASE
AGREEMENT)] Common Shares to be issued after the Initial Issue Date upon
exercise of Rights or Options granted to directors, officers or employees of the
Corporation pursuant to the Option Plans, (iii) Common Shares to be issued upon
exercise of the Existing Warrants, (iv) Common Shares to be issued upon exercise
of the Purchaser Warrants and (v) Common Shares to be issued upon exercise of
the Lender Warrants.

         "Issue Date" shall mean, with respect to any share of Series B
Preferred Stock, the date on which such share of Series B Preferred Stock was
first issued by the Corporation.

         "Junior Stock" shall have the meaning set forth in Article IV(d)(2)
hereof.

         "Lender Warrants" shall mean the detachable warrants to be issued and
sold by the Corporation to the holders of Subordinated Indebtedness.

         "Liquidation Preference" shall mean $1,000.00 per share of Series B
Preferred Stock, subject to adjustment as set forth in Article IV(d)(3)(d)
hereof.

         "Newly Issued Securities" shall have the meaning set forth in Article
IV(d)(8)(a) hereof.

         "Non-Participating Holder" shall have the meaning set forth in Article
IV(d)(8)(c) hereof.

         "Option Plans" shall mean (i) the 1997 Long-Term Incentive Plan of the
Corporation, (ii) the 1997 Non-Employee Directors' Stock Option Plan of the
Corporation, and (iii) any other stock option plan for the directors, officers
and/or employees of the Corporation adopted by the Board of Directors and, to
the extent required by applicable law, approved by the shareholders of the
Corporation.


<PAGE>

         "Original Warrant" shall mean the detachable warrants to be issued and
sold by the Corporation to CorrPro Investments pursuant to the terms of the
Securities Purchase Agreement.

         "Parity Stock" shall mean each class or series of Capital Stock the
terms of which provide that such class or series shall rank on a parity with the
Series B Preferred Stock as to the payment of dividends or distributions upon
liquidation, dissolution or winding-up of the Corporation. Parity Stock shall
include any warrants, options or other rights exercisable for, or convertible
into, Parity Stock.

         "Participating Holder" shall have the meaning set forth in Article
IV(d)(8)(c).

         "Pending Change of Control" shall mean a Change of Control for which
substantial steps are being taken or formal discussions are being made by the
Corporation and a third party.

         "Person" shall mean any individual, corporation, association,
partnership, limited liability company, joint venture, trust, estate or other
entity.

         "Preemptive Acceptance Period" shall have the meaning set forth in
Article IV(d)(8)(b) hereof.

         "Preemptive Notice" shall have the meaning set forth in Article
IV(d)(8)(b) hereof.

         "Preferred Stock Director" shall have the meaning set forth in Article
IV(d)(5)(e) hereof.

         "Proportionate Share" shall have the meaning set forth in Article
IV(d)(8)(a) hereof.

         "Purchaser Warrants" shall mean the Original Warrant and all warrants
issued upon transfer, division, or combination of, or in substitution of, the
Original Warrant or any other such warrants.

         "Redeeming Holder" shall have the meaning set forth in Article
IV(d)(7)(c)(i)(B) hereof.

         "Redemption Date" shall have the meaning set forth in Article
IV(d)(7)(c)(i)(A) hereof.

         "Redemption Notice" shall have the meaning set forth in Article
IV(d)(7)(a) hereof.

         "Redemption Price" shall mean a price per share of Series B Preferred
Stock that is equal to the Liquidation Preference, plus an amount equal to all
dividends in arrears (at the applicable Dividend Rate) on such share from and
including the immediately preceding Dividend Payment Date to but excluding the
Redemption Date.

         "Redemption Shares" shall have the meaning set forth in Article
IV(d)(7)(c)(i)(B) hereof.

         "Rights or Options" shall mean warrants, options or other rights to
purchase or acquire shares of Common Shares or Convertible Securities.

         "Securities Purchase Agreement" shall mean that certain Securities
Purchase Agreement, dated as of December 15, 2003, by and between CorrPro
Investments and the Corporation.

         "Senior Indebtedness" shall mean (i) the Master Credit Facility
consisting of a proposed revolving credit line and a term loan from
CapitalSource Finance LLC to the Corporation, upon substantially the terms as
set forth in that certain Binding Commitment Letter, dated December 15, 2003, by
and between CapitalSource Finance LLC and the Corporation, including any
amendments thereto or


<PAGE>

refinancings thereof, and (ii) any other senior secured indebtedness incurred
by, or issued by, the Corporation and/or its subsidiaries (which shall exclude
all capital lease obligations, trade payables and other liabilities incurred by
the Corporation in the ordinary course of its business).

         "Senior Stock" shall mean each class or series of Capital Stock the
terms of which provide that such class or series shall rank senior to the Series
B Preferred Stock with respect to the payment of dividends or distributions upon
liquidation, dissolution or winding-up of the Corporation. Senior Stock shall
include any warrants, options or other rights exercisable for, or convertible
into, Senior Stock.

         "Serial Preferred Shares" shall mean the Serial Preferred Shares,
without par value, of the Corporation, the terms of which are set forth in
Article IV(b) hereof.

         "Series B Preferred Stock" shall have the meaning set forth in Article
IV(d)(1) hereof.

         "Services Agreement" shall mean that certain Services Agreement to be
entered into by and between Wingate Partners III, L.P. and the Corporation, as
contemplated by the terms and conditions of the Securities Purchase Agreement.

         "Subordinated Indebtedness" shall mean (i) the Senior Secured
Subordinated Notes of the Corporation issued to American Capital Strategies,
Ltd. upon substantially the terms as set forth in that certain Binding
Commitment Letter, dated December 15, 2003, by and between American Capital
Strategies, Ltd. and the Corporation, including any amendments thereto or
refinancings thereof, and (ii) any other secured subordinated indebtedness
issued by, or incurred by, the Corporation and/or its subsidiaries (which shall
exclude all capital lease obligations, trade payables and other liabilities
incurred by the Corporation in the ordinary course of its business).

         "Unconditional Redemption Event" shall mean, with respect to the
Corporation, the occurrence of any of the following:

                  (a) any change in beneficial ownership, merger, consolidation,
sale, transfer, assignment, lease, conveyance or other disposition of assets, or
other similar type of event shall have occurred that constitutes a "change of
control" or similar termed event, or a breach or other triggering event, under
the terms of any Senior Indebtedness and/or Subordinated Indebtedness;

                  (b) the sale or disposition of assets of the Corporation or
its subsidiaries that constitutes a "sale of assets" or similar termed event, or
a breach or other triggering event, under the terms of any Senior Indebtedness
and/or Subordinated Indebtedness;

                  (c) the acceleration of any amounts due under any Senior
Indebtedness;

                  (d) the acceleration of any amounts due under any Subordinated
Indebtedness;

                  (e) the Corporation shall issue or sell any equity securities
of the Corporation or any of its subsidiaries (including, without limitation,
any type of preferred stock) in a public or private offering resulting in
aggregate net proceeds to the Corporation and its subsidiaries considered as a
whole (when aggregated with all prior offerings after the Initial Issue Date) in
excess of $20,000,000;

                  (f) any liquidation, dissolution or winding-up of the
Corporation, whether voluntary or involuntary;

                  (g) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of the Corporation, or of a substantial


<PAGE>

part of its property or assets, under federal or state bankruptcy, insolvency,
receivership or similar law, (ii) the appointment of a receiver, trustee,
custodian, conservator or similar official for the Corporation, or for a
substantial part of its property or assets, and such proceeding or petition
shall continue undismissed for sixty (60) days, or an order or decree approving
or ordering any of the foregoing shall be entered; or

                  (h) the Corporation shall (i) voluntarily commence any
proceeding or file any petition seeking relief under any federal or state
bankruptcy, insolvency, receivership or similar law, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or the filing of any petition described in clause (f) above, (iii)
apply for or consent to the appointment of a receiver, trustee, custodian,
conservator or similar official for the Corporation, or for a substantial part
of its property or assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of its creditors, (vi) become unable, admit
in writing its inability or fail generally, to pay its debts as they become due
or (vii) take any action for the purpose of effecting any of the foregoing; or

                  (i) the amount of outstanding Corporation Indebtedness shall
be equal to zero ($0).

         "Voting Shares" shall mean the Common Shares and all securities of the
Corporation that are entitled to vote as a single class with the Common Shares.

         "Voting Stock" of any Person shall mean Capital Stock of such Person
which ordinarily has voting power for the election of directors, or persons
performing similar functions, of such Person, whether at all times or only for
so long as no senior class of securities has such voting power by reason of any
contingency.



<PAGE>

                                   SCHEDULE A

                                 Adjusted EBITDA

           (Corrpro Companies, Inc. and Its Consolidated Subsidiaries)

<Table>
<Caption>
                                                                    TWELVE MONTHS ENDED
                                                                    SEPTEMBER 30, 2003
                                                                      (IN THOUSANDS)
                                                                    -------------------
<S>                                                                 <C>
REPORTED

     Operating Income                                                  $      6,634
     Depreciation/Amortization                                                2,026
                                                                       ------------
     EBITDA                                                                   8,660

MANAGEMENT ADJUSTMENTS

     Roland Berger                                                              (41)
     Nightingale                                                                  5
     Alix Partners                                                              287
     Carl Marks                                                               1,260
     Australia Professional Fees                                                111
     Dickinson Wright                                                            66
     Hahn Loeser Parks                                                          219
     Weil Gotshal & Manges                                                       27
     Shiff Hardin & White                                                         6
     Shareholder Lawsuit                                                         98

     Australia Loss (Make-whole Winca, Int'l Supplier)                           97
     Loss on Taiwan Assets                                                      211
     Loss on Sale of Chicago Building                                            10
     Venezuela Operating Losses Prior to Closure                                 45
     UK Loss on WW Gulf (MiddleEast JV in Foundry)                               78

     UK-CTA                                                                     177
     Gain on Australia Intercompany Debt                                       (492)
     Unfunded Pension Accrual-UK                                              1,355
     Severance Costs                                                             81
     UK Divestiture Costs                                                        54
     Purchase Price Variance                                                     --
     Accrued Litigation Baltimore Aquarium                                      119
     Expense Accrual for Louisiana Lawsuit                                       50
     Inventory Shrink Reserve                                                   143
     Directors Fees - Special Committee Only                                     44
     Fringe on Government Contracts                                              75
     Capital Inventory Variance                                                  17
     Increase IBNR Medical Accrual                                               --
     Reserve Litigation Reserve Related to Michigan                            (225)
     Lack of Accrued Pension for CEO                                            (74)
                                                                       ------------

ADJUSTED EBITDA AT SEPTEMBER 30, 2003                                  $     12,463
</Table>