SC 13D

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

(Amendment No.        )*

Corrpro Companies, Inc.

(Name of Issuer)

Common Stock – No Par Value

(Title of Class of Securities)

220317101

(CUSIP Number)

John R. Erickson

Executive Vice President

American Capital Strategies, Ltd.

2 Bethesda Metro Center, 14th Floor

Bethesda, MD 20814

(301) 951-6122

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.    220317101

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).             American Capital Strategies, Ltd.             52-1451377
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3.	SEC Use Only
4.	Source of Funds (See Instructions)             WC
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power                 3,936,967   8.    Shared Voting Power                 0   9.    Sole Dispositive Power                 3,936,967 10.    Shared Dispositive Power                 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             3,936,967
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	x
13.	Percent of Class Represented by Amount in Row (11)             13%
14.	Type of Reporting Person (See Instructions)             IV

This statement or Schedule 13D is filed on behalf of American Capital Strategies, Ltd., a Delaware corporation, for the purpose of reporting the acquisition of warrants to purchase shares of common stock, no par value, of Corrpro Companies, Inc., an Ohio corporation.

Item 1. Security and Issuer

This Schedule 13D relates to shares of common stock, no par value, of Corrpro Companies, Inc., an Ohio corporation (“Corrpro”), with its principal executive offices located at 1090 Enterprise Drive, Medina, Ohio 44256.

Item 2. Identity and Background

This Schedule 13D is being filed by American Capital Strategies, Ltd. (“American Capital”), a corporation formed under the laws of the state of Delaware. The principal executive offices of American Capital are located at 2 Bethesda Metro Center, 14^th Floor, Bethesda, Maryland 20814.

American Capital is an internally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. American Capital primarily provides investment capital to middle market companies.

Certain information with respect to the directors and executive officers of American Capital is set forth on Exhibit 7.9 filed herewith, including each such person’s business address, present principal occupation or employment, citizenship and other information.

Neither American Capital nor, to the best of his or her knowledge, any director, executive officer or controlling person of American Capital has, during the last five years, been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On March 30, 2004, in connection with a refinancing and recapitalization of Corrpro, American Capital purchased $14 million in subordinated debt issued by Corrpro and/or certain of its affiliates and warrants to purchase 3,936,967 shares of common stock, no par value, of Corrpro at a nominal exercise price (the “Warrants”). American Capital used funds from its working capital to purchase such subordinated debt and the Warrants.

Concurrently with American Capital’s subordinated debt and Warrant investment, Corrpro Investments, LLC (the “LLC”) purchased $13 million of Series B Cumulative Redeemable Voting Preferred Stock, no par value, of Corrpro (the “Preferred Stock”) and warrants to purchase up to 40% of the fully-diluted common stock, no par value, of Corrpro at a nominal exercise price (the “LLC Warrants”). The LLC used funds from its working capital to purchase the Preferred Stock and warrants. Wingate Partners III, L.P. and Wingate Affiliates III, L.P. (collectively, the “Wingate Entities”) are the majority owners of the LLC, with an 80.3% equity interest. In connection with the purchase of its subordinated debt and Warrant investment, American Capital also purchased, for $2.0 million in cash, a 15.4% equity interest in the LLC. American Capital hereby expressly disclaims membership in a group with the Wingate Entities and beneficial ownership of the Preferred Stock and warrants purchased by the LLC.

Item 4. Purpose of Transaction

In connection with the refinancing and recapitalization plan of Corrpro approved on March 16, 2004 at a special meeting of the stockholders, American Capital acquired $14 million of subordinated debt issued by Corrpro and/or certain of its affiliates and the Warrants. American Capital purchased the subordinated debt and Warrants in the ordinary course of its business of seeking to achieve its investment objectives and in accordance with its investment policies and restrictions.

Concurrently with American Capital’s subordinated debt and Warrant investment, the LLC purchased $13 million of Preferred Stock and the LLC Warrants. The Wingate Entities own 80.3%, or a majority ownership interest, of the LLC. In connection with the purchase of its subordinated debt and Warrant investment, American Capital also purchased, for $2.0 million in cash, a 15.4% equity interest in the LLC. American Capital hereby expressly disclaims membership in a group with the Wingate Entities and beneficial ownership of the Preferred Stock and warrants purchased by the LLC.

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Other than as described above, American Capital has no plans or proposals which would result in any action described in (a) through (j) of this Item 4.

Item 5. Interest in Securities of the Issuer

(a)     American Capital beneficially owns 3,936,967 shares of Corrpro’s common stock, no par value, as follows: American Capital has the right to acquire up to 3,936,967 shares of Corrpro’s common stock upon the exercise of the Warrants, representing 13% of the fully-diluted common stock.

The LLC beneficially owns 13,000 shares of Preferred Stock and 12,113,744 shares of Corrpro’s common stock, no par value, as follows: The LLC has acquired 13,000 shares of Preferred Stock and has the right to acquire up to 12,113,744 shares of Corrpro’s common stock upon exercise of the LLC Warrants, representing 40% of the fully-diluted common stock. The Wingate Entities own 80.3%, or a majority ownership interest, of the LLC. Under the terms of the Limited Liability Company Agreement of the LLC, American Capital may, under certain circumstances, require the LLC to exercise certain rights on behalf of the equity owners of the LLC or assign such rights to such equity owners and allow the equity owners to exercise such rights directly. Among these rights are: (i) certain rights to exercise the LLC Warrants; (ii) demand and piggyback registration rights with respect to shares of common stock issuable upon exercise of the LLC Warrants; and (iii) in the event that Corrpro authorizes the issuance and sale of additional securities, rights to acquire a portion of such securities at the same price and on the same terms as such securities are to be offered to any other investor.

In connection with American Capital’s investment in Corrpro, American Capital and the LLC entered into a Voting Agreement pursuant to which the LLC agreed to vote its equity securities in Corrpro in favor of certain actions taken by American Capital to effect the election of a nominee of American Capital to the board of directors of Corrpro. Pursuant to Section 12(d) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, American Capital and the Wingate Entities may be deemed to have acquired beneficial ownership of 13,000 shares of Preferred Stock and 16,050,711 shares of common stock, no par value, of Corrpro, or approximately 53% of the fully-diluted common stock, as a group by virtue of the Voting Agreement. American Capital, however, hereby expressly disclaims membership in a group with the Wingate Entities and beneficial ownership of the Preferred Stock and the shares of common stock of Corrpro issuable upon exercise of the LLC Warrants pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended. The LLC is primarily managed by the Wingate Entities, as majority owners. American Capital is a passive investor in the LLC with no ability to control the management of the LLC except for the limited right granted to American Capital under the Voting Agreement in connection with its minority investment in the LLC and certain other rights described herein.

(b)     Upon exercise of the Warrants, American Capital would have sole power to vote, and sole power to dispose of 3,936,967 shares of common stock of Corrpro.

(c)     See Item 3 above.

(d)     No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock of Corrpro issuable upon exercise of the Warrants.

(e)     Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to a Note and Equity Purchase Agreement, American Capital purchased $14 million in subordinated debt and the Warrants from Corrpro and certain of its affiliates. Until the subordinated debt is paid in full, Corrpro is required under the Note and Equity Purchase Agreement to take, and refrain from taking, certain actions. Corrpro also granted American Capital under the Note and Equity Purchase Agreement certain (i) put rights with respect to the Warrants and the shares of common stock issuable upon exercise of the Warrants; (ii) demand and piggyback registration rights with respect to the shares of common stock issuable upon exercise of the Warrants; and (iii) in the event that Corrpro authorizes the issuance and sale of additional securities, limited rights to acquire a portion of such securities at the same price and on the same terms as such securities are to be offered to any other investor.

Simultaneously with American Capital’s subordinated debt and Warrant investment, the LLC purchased $13 million in Preferred Stock and the LLC Warrants from Corrpro pursuant to the terms and conditions set forth in a Securities Purchase Agreement. In connection with the LLC’s purchase of $13 million in Preferred Stock and the LLC Warrants, Corrpro granted the LLC certain demand and piggyback registration and other rights with respect to the shares of common stock issuable upon exercise of the LLC Warrants pursuant to an Investor and Registration Rights Agreement. As a preferred stockholder, the LLC also has preemptive rights with respect to certain future offerings and issuances of Corrpro securities under the Amended and Restated Articles of Incorporation of Corrpro. Under the terms of the Limited Liability Company Agreement of the LLC, American Capital may, under certain circumstances, require the LLC to exercise certain rights on behalf of the equity owners of the LLC or assign such rights to such

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equity owners and allow the equity owners to exercise such rights directly. Among these rights are: (i) certain rights to exercise the LLC Warrants; (ii) demand and piggyback registration rights with respect to shares of common stock issuable upon exercise of the LLC Warrants; and (iii) in the event that Corrpro authorizes the issuance and sale of additional securities, rights to acquire a portion of such securities at the same price and on the same terms as such securities are to be offered to any other investor.

In connection with American Capital’s minority investment in the LLC, American Capital and the LLC entered into a Voting Agreement pursuant to which the LLC agreed to vote its equity securities in Corrpro in favor of certain actions taken by American Capital to effect the election of a nominee of American Capital to the board of directors of Corrpro. Pursuant to Section 12(d) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, American Capital and the Wingate Entities may be deemed to have acquired beneficial ownership of 13,000 shares of Preferred Stock and 16,050,711 shares of common stock, no par value, of Corrpro, or approximately 53% of the fully-diluted common stock, as a group by virtue of the Voting Agreement. American Capital, however, hereby expressly disclaims membership in a group with the Wingate Entities and beneficial ownership of the Preferred Stock and the shares of common stock of Corrpro issuable upon exercise of the LLC Warrants pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.

Item 7. Material to Be Filed as Exhibits

Exhibit No.	Description
7.1	Note and Equity Purchase Agreement
7.2	Warrant
7.3	Securities Purchase Agreement
7.4	Sections 3.15 and 3.16 of the Amended and Restated Limited Liability Company Agreement of Corrpro Investments, LLC
7.5	LLC Warrant
7.6	Investor and Registration Rights Agreement
7.7	Voting Agreement
7.8	Amended and Restated Articles of Incorporation of Corrpro Companies, Inc.
7.9	Directors and Executive Officers of American Capital Strategies, Ltd.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 9, 2004

AMERICAN CAPITAL STRATEGIES, LTD.

By: /s/   Malon Wilkus

Name:   Malon Wilkus

Title:     President, Chief Executive Officer and Chairman

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EX-7.1

Exhibit 7.1

EXECUTION COPY

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

CORRPRO COMPANIES, INC.,

CCFC, INC.,

OCEAN CITY RESEARCH CORP.,

CORRPRO INTERNATIONAL, INC.,

COMMONWEALTH SEAGER HOLDINGS LTD.,

CORRPRO CANADA, INC., and

BORZA INSPECTIONS LTD.

AS THE LOAN PARTIES

and

AMERICAN CAPITAL FINANCIAL SERVICES, INC.,

AS AGENT

and

THE PURCHASERS IDENTIFIED ON

ANNEX A HERETO

March 30, 2004

TABLE OF CONTENTS

		Page
RECITALS		1
ARTICLE 1 DEFINITIONS		1
1.1.	Certain Definitions	1
1.2.	Accounting Principles	19
1.3.	Other Definitional Provisions; Construction	19
ARTICLE 2 ISSUE AND SALE OF SECURITIES		19
2.1.	Authorization and Issuance of the Notes	19
2.2.	Authorization and Issuance of the Warrants	20
2.3.	Sale and Purchase	20
2.4.	The Closing	20
ARTICLE 3 REPAYMENT OF THE NOTES		20
3.1.	Interest Rates and Interest Payments	20
3.2.	Repayment of the Notes	21
3.3.	Optional Prepayment of Notes	21
3.4.	Notice of Optional Prepayment	21
3.5.	Mandatory Prepayment	22
3.6.	Home Office Payment	22
3.7.	Taxes	22
3.8.	Maximum Lawful Rate	23
3.9.	Capital Adequacy	24
3.10.	Certain Waivers	24
3.11.	Administration Fee	24
3.12.	Several Obligations	24
3.13.	Loan Party Representation; Reliance	25
ARTICLE 4 CONDITIONS		25
4.1.	Conditions to Purchase of Securities	25
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES		30
5.1.	Representations and Warranties of Loan Parties	30
5.2.	Absolute Reliance on the Representations and Warranties	38
ARTICLE 6 TRANSFER OF NOTES		39
6.1.	Restricted Securities	39
6.2.	Legends; Purchaser’s Representations	39
6.3.	Transfer of Notes	39
6.4.	Replacement of Lost Securities	39
6.5.	No Other Representations Affected	39

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ARTICLE 7 COVENANTS		40
7.1.	Affirmative Covenants	40
7.2.	Negative Covenants	52
7.3.	Financial Covenants	60
ARTICLE 8 EVENTS OF DEFAULT		62
8.1.	Events of Default	62
8.2.	Consequences of Event of Default	64
8.3.	Security	65
ARTICLE 9 THE AGENT		65
9.1.	Authorization and Action	65
9.2.	Delegation of Duties	65
9.3.	Exculpatory Provisions	65
9.4.	Reliance	66
9.5.	Non-Reliance on Agent and Other Purchasers	66
9.6.	Agent in its Individual Capacity	66
9.7.	Successor Agent	66
9.8.	Collections and Disbursements	67
9.9.	Reporting	67
9.10.	Consent of Purchasers	68
9.11.	This Article Not Applicable to Loan Parties	68
ARTICLE 10 PUT OPTION		69
10.1.	Grant of Option	69
10.2.	Put Price	69
10.3.	Exercise of Put Option	69
10.4.	Certain Remedies	69
10.5.	Put Option Closing	70
10.6.	Transfer	70
10.7.	Subordination	70
ARTICLE 11 PREEMPTIVE RIGHTS		70
11.1.	Limited Preemptive Rights	70
11.2.	Transfer	71
ARTICLE 12 REGISTRATION RIGHTS		71
12.1.	Piggyback Registrations	71
12.2.	Demand Registration Rights	72
12.3.	[Intentionally Omitted.]	73
12.4.	Holdback Agreements	73
12.5.	Registration Procedures	73
12.6.	Registration Expenses	75
12.7.	Indemnification	76
12.8.	Participation in Underwritten Registrations	77

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ARTICLE 13 MISCELLANEOUS		77
13.1.	Successors and Assigns	77
13.2.	Modifications and Amendments	77
13.3.	No Implied Waivers; Cumulative Remedies; Writing Required	77
13.4.	Reimbursement of Expenses	78
13.5.	Holidays	78
13.6.	Notices	78
13.7.	Survival	80
13.8.	Governing Law	80
13.9.	Jurisdiction, Consent to Service of Process	80
13.10.	Jury Trial Waiver	81
13.11.	Severability	81
13.12.	Headings	81
13.13.	Indemnity	81
13.14.	Environmental Indemnity	81
13.15.	Counterparts	82
13.16.	Integration	82
13.17.	Subordination	82
13.18.	Judgment Currency	83
13.19.	Confidentiality and Publicity	83
13.20.	Compliance with Canadian Law	85
ARTICLE 14 GUARANTY		85
14.1.	Guaranty	85
14.2.	Guaranty Absolute	85
14.3.	Waiver	86
14.4.	Continuing Guaranty; Assignments	87
14.5.	Subrogation	87
14.6.	Canadian Guarantors	87

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NOTE AND EQUITY PURCHASE AGREEMENT

$14,000,000 Aggregate Principal Amount of

Notes of the Loan Parties

Due March 29, 2011

Warrants to Purchase 3,936,967 Shares

of Common Stock of Parent

THIS NOTE AND EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2004, is by and among CORRPRO COMPANIES, INC., an Ohio corporation (“Parent”) and CCFC, INC., a Nevada corporation, (“CCFC”), OCEAN CITY RESEARCH CORP., a New Jersey corporation, (“OCRC”), and CORRPRO INTERNATIONAL, INC. (f/k/a Corrpro Companies Latin America, Inc., a Delaware corporation (“Intermediate Holdings”, and together with Parent, CCFC, OCRC, the “US Loan Parties”), COMMONWEALTH SEAGER HOLDINGS LTD., a corporation amalgamated under the laws of the Province of Alberta, Canada and a Foreign Wholly-Owned Subsidiary of Intermediate Holdings, CORRPRO CANADA, INC., a corporation amalgamated under the laws of the Province of Alberta, Canada and BORZA INSPECTIONS LTD., a corporation amalgamated under the laws of the Province of Alberta, Canada (collectively, the “Canadian Loan Parties” and together with the US Loan Parties, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

RECITALS

A. The US Loan Parties have proposed selling Notes to Purchaser in the amount of $10,000,000 and the Canadian Loan Parties have proposed selling Notes to Purchaser in the amount of $4,000,000 for the purpose of refinancing certain existing indebtedness of the Loan Parties and to pay for certain transaction expenses related thereto.

B. In order to induce Purchasers to purchase the Notes to be issued pursuant to this Agreement, Parent has agreed to issue and sell to Purchasers, in connection with the purchase of such Notes, warrants exercisable for an aggregate of 3,936,967 shares of Common Stock of Parent, subject to the terms and conditions set forth in this Agreement.

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NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

ARTICLE 1

DEFINITIONS

1.1. Certain Definitions. In addition to other words and terms defined elsewhere in this Agreement, the following words and terms have the meanings set forth below (and such meanings are equally applicable to both the singular and plural form of the terms defined, as the context may require):

“ACAS” means American Capital Strategies, Ltd., a Delaware corporation.

“ACFS” means American Capital Financial Services, Inc., a Delaware corporation.

“Administration Fee” means a fee in an amount equal to $7,500 per annum payable by the Loan Parties to ACFS in advance commencing on the Closing Date.

“Affiliate” means with respect to any Person, any other Person that is directly or indirectly controlling, controlled by or under common control with such Person or entity or any of its Subsidiaries, and the term “control” (including the terms “controlled by” and “under common control with”) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise. Without limiting the foregoing, the ownership of ten percent (10%) or more of the voting securities of a Person shall be deemed to constitute control and notwithstanding anything to the contrary herein, neither Purchasers nor any of their respective Affiliates shall be deemed to be Affiliates of the Loan Parties by virtue of the transactions contemplated in this Agreement.

“Agent” has the meaning assigned to such term in the preamble hereto and any successor agent provided for hereunder.

“Agreement” means this Note and Equity Purchase Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Annual Corporate Charge” means any annual corporate charge that Wilson Walton Group Ltd. pays to Parent consistent with past practices.

“Appraised Value” means the fair market value of a security on a control premium basis without discount for limitations on voting rights, minority interests, illiquidity or restrictions on transfer, as determined by an appraisal performed at the expense of Parent by any of (x) Houlihan, Lokey, Howard & Zukin, (y) Duff & Phelps or (z) Willamette Management Associates, or any successor to such firms, as Parent shall elect; provided that such appraiser shall be directed to determine the value of such securities as soon as practicable, but in no event later than thirty (30) days from the date of its selection and for such purposes all rights, options and warrants to subscribe for or purchase, and other securities convertible into or exchangeable for Common Stock of Parent shall be deemed to be exercised, exchanged or converted, and the underlying shares of Common Stock of Parent shall be deemed outstanding.

“Business” means the principal business of the Loan Parties as set forth in Section 5.1(b) herein and as such shall continue to be conducted following the purchase and sale of the Securities.

“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in New York are authorized or required by law to close, and in reference to

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any Canadian Note or related obligation, any day other than a Saturday, Sunday or other day on which commercial banks in Toronto Ontario, Canada are authorized or required by law to be closed.

“By-laws” means the by-laws, partnership agreement, operating agreement or analogous instrument governing the operations of each of the Loan Parties, as applicable, including all amendments and supplements thereto.

“Canadian Benefit Plans” means any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing material employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which the Loan Parties have any liability with respect to any employee or former employee, but excluding any Canadian Pension Plans.

“Canadian Guaranty” means a Guaranty, in form and substance satisfactory to Agent, executed and delivered, on a joint and several basis, by each US Loan Party and any other Domestic Subsidiary of a Loan Party in favor of Agent, for the benefit of itself and the Purchasers.

“Canadian Loan Parties” means, collectively, the parties set forth in the preamble to this Agreement and all other Canadian Subsidiaries of the Loan Parties that become a party to the Purchase Documents pursuant to a joinder agreement.

“Canadian Notes” has the meaning assigned to such term in Section 2.1(b) hereof.

“Canadian Pension Plans” means each pension plan required to be registered under Canadian federal or provincial law that is maintained or contributed to by a Loan Party for its employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

“Canadian Security Agreement” has the meaning assigned to such term in Section 4.1(c) hereof.

“Capital Expenditures” means, for any period, the sum (without duplication) of all expenditures (whether paid in cash or accrued as liabilities, but excluding any reasonable expenses incurred to comply with the Process Covenants) made by the Loan Parties on a Consolidated basis during such period that are or are required to be treated as capital expenditures under GAAP. For purposes of computing Capital Expenditures as of any measurement date on or prior to March 31, 2005, Capital Expenditures for any period set forth on Annex B included within the applicable 12 month measurement period shall be deemed to be equal to the applicable amount set forth on Annex B.

“Capital Lease” means as to any Person, a lease of any interest in any kind of property or asset by that Person as lessee that is properly recorded as a “capital lease” in accordance with GAAP.

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“Capitalized Lease Obligations” means all obligations of any Person under Capital Leases, in each case, taken at the amount thereof accounted for as a liability in accordance with GAAP.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604, et seq.), as amended, and rules, regulations, standards guidelines and publications issued thereunder.

“Change of Control” means the occurrence of any of the following:

(a) a merger, amalgamation, consolidation, reorganization, recapitalization or share or interest exchange, sale or transfer or any other transaction or series of transactions in which the stockholders, managers, partners, owners or interest holders of Wingate immediately prior to such transaction or series of transactions receive, in exchange for the stock or interests owned by them, cash, property or securities of the resulting or surviving entity or any Affiliate thereof, and, as a result thereof, Persons who, individually or in the aggregate, were holders of fifty percent (50%) or more of the voting stock or other voting ownership interests of Wingate, calculated on a fully diluted basis, immediately prior to such transaction or series of transactions hold less than fifty percent (50%) of the voting stock or other voting ownership interests of the resulting or surviving entity or such Affiliate thereof, calculated on a fully diluted basis; or;

(b) any “change in/of control” or similar event as defined in (a) any certificate or incorporation, certificate of limited partnership or certificate of formation or statement of designations or operating agreement or partnership agreement of any Loan Party or (b) any document governing indebtedness of such Loan Party in excess of $100,000, individually or $250,000 in the aggregate, which gives the holder of such indebtedness the right to accelerate or otherwise require payment of such indebtedness prior to the maturity date thereof; or;

(c) a direct or indirect sale, transfer or other conveyance or disposition, in any single transaction or a series of transactions, of 40% or more of the assets of the Loan Parties, on a Consolidated basis; or;

(d) Wingate ceases, indirectly or directly, to have the right to appoint or elect a majority of the Board of Directors of Parent; or;

(e) Wingate at any time ceases to own at least seventy-five percent (75%) of the issued and outstanding Preferred Stock owned by it on the Closing Date (as the same may be adjusted for any combination, recapitalization or reclassification into a greater or smaller number of shares), free and clear of all Liens; or;

(g) except as otherwise expressly permitted under the terms and conditions of the Agreement, US Loan Parties for any reason at any time cease to own, directly, 100% of the outstanding equity interests and securities of their Consolidated Subsidiaries, free and clear of all Liens other than Permitted Liens; or;

(h) the consummation of a Public Offering, other than an offering of securities for an employee benefit plan on SEC Form S-8 or a successor form, that realizes at least $14,000,000 in net proceeds to the Parent; or

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(i) except as otherwise expressly permitted under the terms and conditions of the Agreement, the Canadian Loan Parties for any reason at any time ceases to own, directly, 100% of the outstanding equity interests and securities of their Consolidated Subsidiaries, free and clear of all Liens other than Permitted Liens.

“Charter Documents” means the certificate of incorporation, partnership, organization, formation, amalgamation or continuance, or analogous organic instrument filed with the appropriate Governmental Authorities of each of the Loan Parties, as applicable, including all amendments and supplements thereto.

“Closing” means the closing of the purchase and sale of the Securities pursuant to this Agreement.

“Closing Date” means the date and time for delivery and payment of the Notes as finally determined pursuant to Section 2.4 hereof.

“Closing Processing Fee” means a fee in an amount equal to $175,000 payable by the Loan Parties to ACFS in consideration of the structuring of the financing contemplated hereby.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means, collectively and each individually, all collateral and/or security granted and/or securities pledged to Agent, for the benefit of itself and the Purchasers, by the Loan Parties and any other Person pursuant to the Purchase Documents.

“Collateral Assignment” has the meaning assigned to such term in Section 4.1(c) hereof.

“Common Stock” means the common stock, no par value, of the Parent.

“Condition” means any condition that results in or otherwise relates to any Environmental Liabilities.

“Consolidated or consolidated” means the consolidation in accordance with GAAP of the accounts or other items as to which such term applies; provided that for purposes of Section 7.3 and 7.2(e) hereof, notwithstanding any provision to the contrary, Subsidiaries of the Parent who are Foreign Subsidiaries but not Canadian Loan Parties shall not be consolidated with the Loan Parties.

“Consolidated Subsidiary” means a Subsidiary of a Loan Party which is consolidated for purposes of the financial covenants set forth in Section 7.3.

“Contingent Obligations” means, as to any Person, any obligation of such Person guaranteeing or intending to guaranty any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary

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obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) otherwise to assure or to hold harmless the owner of such primary obligation against loss in respect thereof, and shall include, without limitation, Interest Rate Agreements, or (e) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Controlled Group” means the “controlled group of corporations” as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended, of which the Loan Parties are a part from time to time.

“Default” means any event or condition that, but for the giving of notice or the lapse of time, or both, would constitute an Event of Default.

“Domestic Subsidiary” of a Person means a Subsidiary of that Person that is incorporated or otherwise organized under the laws of a State of the United States of America.

“Domestic Wholly-Owned Subsidiary” of a Person means a Wholly-Owned Subsidiary of that Person that is a Domestic Subsidiary of that Person.

“EBITDA” means, with respect to the Loan Parties on a Consolidated basis and for any period, the sum, without duplication, of the following for such period: Net Income determined in accordance with GAAP, plus to the extent deducted in calculating Net Income (a) Interest Expense, (b) taxes on income (c) depreciation expense, (d) amortization expense (e) all other non-cash and/or non-recurring charges and expenses approved by Agent in its Permitted Discretion, including non-cash charges related to marking outstanding warrants to market, non-cash charges related to accounting for stock options and non-cash charges related to contractual obligations with respect the Parent’s chief executive officer positions, but excluding accruals for cash expenses made in the ordinary course of business, (f) all costs related to the transactions contemplated hereby, by the Investments Documents, including transaction bonuses not to exceed $375,000 in the aggregate, (g) loss from any sale of assets, other than sales in the ordinary course of business as permitted hereunder, (h) management fees paid in cash to Wingate pursuant to the Management Services Agreement as permitted hereunder, (i) all reasonable expenses incurred to comply with the Process Covenants not to exceed $750,000 in the aggregate and (j) the Annual Corporate Charge paid in cash in an amount not to exceed $600,000 in any fiscal year, less to the extent added in calculating Net Income (x) gain from any sale of assets, other than sales in the ordinary course of business and (y) all non-cash and/or non-recurring income and less cash payments made on account of any non-cash charges added to Net Income under clause (e) above, all of the foregoing determined on a Consolidated basis and in accordance with GAAP. For purposes of computing EBITDA as of any measurement date on or

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prior to March 31, 2005, EBITDA for any period set forth on Annex B included within the applicable 12 month measurement period shall be deemed to be equal the applicable amount set forth on Annex B.

“Employment Agreements” means, collectively, the employment agreements of the following Persons, in form and substance satisfactory to Agent: Joe Rog, Michael Baach, George Gehring, David Kroon, Bob Mayer, Barry Schadeck and John Moran.

“Environmental Laws” means any Laws which address, are related to or are otherwise concerned with environmental, health or safety issues, including any Laws relating to any emissions, releases or discharges of Pollutants into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, clean-up or control of Pollutants or any exposure or impact on worker health and safety.

“Environmental Liabilities” means any obligations or liabilities (including any claims, suits or other assertions of obligations or liabilities) that are:

(a) related to environmental, health or safety issues (including on-site or off-site contamination by Pollutants of surface or subsurface soil or water, and occupational safety and health); and

(b) based upon or related to (i) any provision of past, present or future United States or foreign Environmental Law (including CERCLA and RCRA) or common law, or (ii) any judgment, order, writ, decree, permit or injunction imposed by any court, administrative agency, tribunal or otherwise.

The term “Environmental Liabilities” includes: (i) fines, penalties, judgments, awards, settlements, losses, damages (including foreseeable and unforeseeable consequential damages), costs, fees (including attorneys’ and consultants’ fees), expenses and disbursements; (ii) defense and other responses to any administrative or judicial action (including claims, notice letters, complaints, and other assertions of liability); and (iii) financial responsibility for (1) cleanup costs and injunctive relief, including any Removal, Remedial or other Response actions, and natural resource damages, and (2) any other compliance or remedial measures.

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may from time to time be amended, and the rules and regulations of any governmental agency or authority, as from time to time in effect, promulgated thereunder.

“Event of Default” means any of the events of default described in Section 8.1 hereof.

“Existing Warrants” means (i) that certain Common Stock Purchase Warrant, dated as of September 23, 2002, issued to Bank One, N.A. by Parent and (ii) that certain Common Stock Purchase Warrant, dated as of September 23, 2002, issued to The Prudential Insurance Company of America by Parent.

“Fair Market Value” of a security means (i) if determined in connection with a sale of substantially all of the assets of or securities issued by Parent to an unrelated third party, the

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value to be realized by the holder of the security as a result thereof, (ii) otherwise, if available, the Market Price thereof, and (iii) otherwise, if Market Price is not available, the Appraised Value.

“Financing Statements” has the meaning assigned to such term in Section 4.1(c) hereof.

“Fiscal Year” or “fiscal year” means each twelve month period ending on March 31^st of each year.

“Fixed Charges” means, for the applicable period and without duplication, the sum of the following for the Loan Parties, on a Consolidated basis: (a) Total Debt Service, plus (b) dividends, repurchases or redemptions of equity and/or distributions paid in cash.

“Fixed Charge Coverage Ratio” means, for the Loan Parties on a Consolidated basis, at any date of determination, the ratio of (a) EBITDA, minus non-financed Capital Expenditures and Capital Expenditures financed under a revolving line of credit or similar facility, minus income taxes paid in cash, to (b) Fixed Charges, in each case for the twelve (12) months then ending taken as one accounting period. For purposes of computing income taxes paid in cash under clause (a) above as of any measurement date on or prior to December 31, 2004, the amount of such income taxes paid in cash for the applicable 12 month measurement period shall be deemed to be a pro forma amount of $1,756,000.

“Foreign Subsidiary” means any Subsidiary incorporated or formed in any jurisdiction other than any State of the United States of America.

“GAAP” has the meaning assigned to such term in Section 1.2 hereof.

“Government” means the United States government or any agency or Governmental Authority thereof.

“Governmental Authorities” means any federal, state, municipal, national, local, provincial or other governmental court, department, ministry, council, commission, board, bureau, agency or instrumentality, governmental or quasi-governmental, domestic or foreign.

“Government Contract” or “Government Contracts” means each and all (i) written contracts between the Loan Parties and the Government and (ii) written subcontracts between (a) the Loan Parties and a prime contractor (a “Prime Contractor”) who is providing goods or services to the Government pursuant to a written contract with the Government (the “Prime Contract”) or (b) the Loan Parties and a subcontractor who is providing goods or services to a Prime Contractor pursuant to a Prime Contract; provided that in both circumstances the subcontracts relate only to goods or services being provided to Government pursuant to the Prime Contract. Notwithstanding the foregoing, it is understood and agreed that for the purposes of Sections 5.1(w), 5.1(x) and 8.1 of this Agreement, the terms “Government Contract” or “Government Contracts” shall also include any subcontract referenced in (a) or (b) above, whether or not approved by Agent.

“Guaranteed Obligations” has the meaning assigned to such term in Section 14.1.

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“Guaranty” means any guaranty, including, without limitation, Article 14 of this Agreement, of the payment or performance of any Indebtedness or other obligation and any other arrangement whereby credit is extended to one obligor on the basis of any promise of another Person, whether that promise is expressed in terms of an obligation to pay the Indebtedness of such obligor, or to purchase an obligation owed by such obligor, or to purchase goods and services from such obligor pursuant to a take-or-pay contract, or to maintain the capital, working capital, solvency or general financial condition of such obligor, whether or not any such arrangement is reflected on the balance sheet of such other Person, firm or corporation, or referred to in a footnote thereto, but shall not include endorsements of items for collection in the ordinary course of business. For the purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any obligation shall be deemed to be equal to the maximum aggregate amount of such obligation or, if the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate potential liability under the terms of the Guaranty.

“Hazardous Substance” shall mean, without limitation, any flammable explosives, radon, radioactive materials, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum products, methane, hazardous materials, hazardous wastes, hazardous or toxic substances or related materials as defined in or subject to any applicable Environmental Law.

“Holder” has the meaning assigned to such term in Section 9.1 hereof.

“Indebtedness” of any Person means, without duplication: (a) all Indebtedness for Borrowed Money; (b) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product; (c) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (b) above, and (d) all other items not specifically excluded above which, in accordance with GAAP, would be included in determining total liabilities as shown on the balance sheet of such Person.

“Indebtedness for Borrowed Money” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, whether or not evidenced by bonds, debentures, notes or similar instruments, (b) all Capitalized Lease Obligations of such Person, (c) all Indebtedness of such Person secured by any mortgage, pledge, security, Lien or conditional sale or other title retention agreement to which any property or asset owned or held by such Person is subject, whether or not the indebtedness secured thereby shall have been assumed, (d) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services (excluding trade accounts payable and accrued obligations (other than for borrowed money) which are not aged more than one hundred twenty (120) calendar days from the billing date or thirty (30) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by such Loan Party’s independent accountants shall have been reserved to the satisfaction of Agent in its Permitted Discretion); (e) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (f) all indebtedness created or

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arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such Property), (g) all indebtedness for the deferred purchase price of property due more than six months from the incurrence of such indebtedness and (h) all direct or indirect guaranties of any or all of the foregoing.

“Intercompany Balance” means, in the aggregate, any amounts due from any Foreign Subsidiaries that are not Canadian Loan Parties to a Loan Party (including the amount of any Annual Corporate Charge), net of any amounts due from a Loan Party to any Foreign Subsidiaries that are not Canadian Loan Parties.

“Interest Expense” means total interest expense generated during the period in question (including attributable to conditional sales contracts, Capital Leases and other title retention agreements in accordance with GAAP and all unused line and commitment fees and administrative and similar fees) of the Loan Parties on a Consolidated basis with respect to all outstanding Indebtedness including accrued interest and interest paid in kind and capitalized interest, but excluding commissions, discounts and other fees owed with respect to letters of credit and bankers’ acceptance financing, and net costs under Interest Rate Agreements.

“Interest Rate Agreement” means any interest rate swap, interest rate cap, interest rate collar or other interest rate hedging agreement or arrangement.

“Investment” as applied to any Person means the amount paid or agreed to be paid or loaned, advanced or contributed to other Persons, and in any event shall include (i) any direct or indirect purchase or other acquisition of any notes, obligations, instruments, stock, securities or ownership interest (including partnership interests and joint venture interests) and (ii) any capital contribution to any other Person.

“Investment Documents” means (a) that certain Securities Purchase Agreement dated December 15, 2003, between CorrPro Investments, LLC and Parent; and (b) that certain Investor and Registration Rights Agreement dated March 30, 2004, between CorrPro Investments, LLC and Parent.

“Landlord Waiver and Consent” means a waiver/consent in form and substance satisfactory to Agent in its Permitted Discretion from the owner/lessor of any premises not owned by a Loan Party at which any of the Collateral is now or hereafter located for the purpose of providing Agent access to such Collateral, in each case as such may be modified, amended or supplemented from time to time.

“Laws” means all U.S. and foreign federal, state, provincial or local statutes, laws, rules, regulations, ordinances, codes, policies, rules of common law, and the like, now or hereafter in effect, including any judicial or administrative interpretations thereof, and any judicial or administrative orders, consents, decrees or judgments.

“Leverage Ratio” means, for the Loan Parties on a Consolidated basis, at any date of determination, the ratio of (i) Total Debt outstanding on such date, to (ii) EBITDA for the twelve (12) months then ending taken as one accounting period.

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“Lien” means any security interest, pledge, bailment, mortgage, hypothecation, deed of trust, conditional sales and title retention agreement (including any lease in the nature thereof), charge, encumbrance or other similar arrangement or interest in real or personal property, now owned or hereafter acquired, whether such interest is based on common law, statute or contract.

“LLC Agreement” means that certain Limited Liability Company Agreement of CorrPro Investments, LLC entered into among Wingate, Purchaser and Senior Lender.

“Loan Parties” means, collectively, the US Loan Parties and the Canadian Loan Parties.

“Manage” and “Management” means generation, production, handling, distribution, processing, use, storage, treatment, operation, transportation, recycling, reuse and/or disposal, as those terms are defined in CERCLA, RCRA and other Environmental Laws (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, guidelines and publications issued pursuant to, or otherwise in implementation of, such Environmental Laws).

“Management Fee Subordination Agreement” means, that certain subordination letter dated as of the Closing Date among Wingate, Purchasers and Agent, as such may be modified, amended or supplemented from time to time, in form and substance satisfactory to Agent.

“Management Services Agreement” means that certain Services Agreement dated March 30, 2004 between Parent and Wingate.

“Market Price” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of each day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of thirty (30) days consisting of the day as of which “Market Price” is being determined and the twenty-nine (29) consecutive Business Days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the “Market Price” shall be the fair value thereof determined jointly by Parent and the Holders of Warrants representing a majority of the shares of Common Stock of Parent obtainable upon exercise of the Warrants. If such parties are unable to reach agreement within ten (10) days, then the Market Price shall be deemed not to be available and the “Market Price” shall be the Appraised Value.

“Material Adverse Effect” means a material adverse effect on the business, properties, assets, liabilities or condition (financial or otherwise) of the Loan Parties, taken as a whole.

“Material Contracts” means any and all (i) contracts between any Loan Party and the Government; and/or (ii) contracts or agreements to which any Loan Party is a party and pursuant to which such Loan Party is or may be (a) entitled to receive payments, in the aggregate, in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00), or (b) obligated to make

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payments or have any other obligation or liability thereunder (direct or contingent), in the aggregate, in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00).

“Measurement Date” has the meaning assigned to such term in Section 7.3 hereof.

“Measurement Period” means the twelve month period ending on a Measurement Date.

“Mortgage” has the meaning assigned to such term in Section 4.1(e) hereof.

“Multiemployer Plan” means a multiemployer plan (within the meaning of Section 3(37) of ERISA) that is maintained for the benefit of the employees of the Loan Parties or any member of the Controlled Group.

“Negative Pledge Agreements” means each of the Negative Pledge Agreements dated as of the Closing Date from the Subsidiaries of the Loan Parties listed on Schedule 7.1(v), as such may be modified, amended, restated or supplemented from time to time.

“Net Income” means, for any Person, the net income (or loss) of such Person on a Consolidated basis for such period taken as a single accounting period determined in conformity with GAAP; provided, that there shall be excluded (i) the income (or loss) of any Person in which any other Person (other than such Person) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to such Person by such Person during such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Loan Party or is merged or amalgamated into or consolidated with a Loan Party or that Person’s assets are acquired by a Loan Party, (iii) the income of any Subsidiary of a Loan Party to the extent that the declaration or payment of dividends or similar distributions of that income by that Subsidiary is not at the time permitted by operation of the terms of the charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, and (iv) the income (or loss) associated with any Interest Rate Agreement.

“Newly Issued Securities” means any shares of capital stock of Parent or any securities containing options or rights to acquire any shares of capital stock of Parent; provided, however, that the term “Newly Issued Securities” shall not include (i) up to an aggregate of 4,542,654 shares of Common Stock issued or issuable after the date of this Agreement upon exercise of options or rights granted to directors, officers or employees of Parent pursuant to the Option Plans, (ii) Common Stock issuable upon exercise of the Existing Warrants and the Wingate Warrants, (iii) Common Stock issuable upon conversion of securities convertible into or exchangeable for Common Stock outstanding as of the date of this Agreement and (iv) shares of Preferred Stock.

“OFAC” shall mean the Office of Foreign Assets Control of the United States of America Department of Treasury.

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

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“Notes” collectively, means the Canadian Notes and the US Notes.

“Parent” has the meaning assigned to such term in the preamble hereto.

“PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, or any other Governmental Authority succeeding to the functions thereof.

“Permitted Discretion” means a determination or judgment made in good faith in the exercise of reasonable (from the perspective of a secured lender) credit or business judgment.

“Permitted Dispositions” means:

(i) the sale by any Loan Party of obsolete, worn out or replaced equipment or excess equipment no longer needed in the ordinary course of business and having a net book value not exceeding $200,000 in the aggregate in any fiscal year;

(ii) the sale by any Loan Party of inventory in the ordinary course of business for fair market value and on an arm’s length basis;

(iii) the transfer by any US Loan Party or a Wholly-Owned Subsidiary of US Loan Party of assets to a US Loan Party or any Domestic Wholly-Owned Subsidiary of a US Loan Party;

(iv) the transfer by any Canadian Loan Party or a Wholly-Owned Subsidiary of Canadian Loan Party of assets to any Loan Party or any Wholly-Owned Subsidiary of any Loan Party;

(v) the transfer by any Loan Party of other assets or properties not specifically permitted otherwise in clauses (i) through (iv) above (other than equity interests in Subsidiaries) only so long as (a) such Loan Party complies with the mandatory prepayment provisions of Section 2.11 of the Senior Credit Agreement in connection therewith (to the extent the proceeds thereof are not reinvested in accordance with the terms of such Section 2.11 and Section 3.5 hereof), (b) the net book value of assets so sold does not exceed $100,000 in the aggregate in any fiscal year, (c) no Default or Event of Default exists or otherwise would result therefrom and (d) the sole consideration thereof, which shall be at least equal to fair market value, is cash; and

(vi) the dispositions set forth on the Permitted Disposition Schedule attached hereto as Schedule 1.1(a).

“Permitted Distributions” means:

(i) the declaration and payment of dividends or other distributions by any Loan Party or a Wholly-Owned Subsidiary of any Loan Party to a US Loan Party or any Domestic Wholly-Owned Subsidiary of a US Loan Party;

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(ii) the declaration and payment of dividends or other distributions by any Canadian Loan Party or a Wholly-Owned Subsidiary of Canadian Loan Party to any Loan Party or any Wholly-Owned Subsidiary of any Loan Party;

(iii) the declaration and payment of dividends or other distributions by any Loan Party payable solely in its equity securities (to the extent constituting Permitted Securities and the same (other than equity securities of Parent) are subject to a first priority Lien (subject only to a prior Lien in favor of Senior Lender) in favor of Agent, for the benefit of the Purchasers, as security for the obligations hereunder and under the other Purchase Documents;

(iv) the issuance by Parent of shares or options to purchase shares of capital stock under the Warrant, Existing Warrants, the Wingate Warrant and the Option Plans; and

(v) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the distribution by any Loan Party, upon termination of an employee or in accordance with any repurchase provisions set forth in the Option Plan or in accordance with any existing option grants, to such employee to redeem for cash equity securities or warrants or options to acquire any equity securities of such Loan Party owned by such employee not to exceed $100,000 annually and $250,000 in the aggregate; provided that after giving effect to such distribution, the Loan Parties are in compliance on a pro forma basis with the financial covenants set forth in Section 7.3 (recalculated for the most recent period for which financial statements have been delivered).

“Permitted Liens” has the meaning assigned to such term Section 7.2(b) hereof.

“Permitted Securities” means any shares, units or interests of equity securities or ownership interests of Parent that by their terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event or otherwise (A) are not convertible or exchangeable for Indebtedness or any securities that are not Permitted Securities, (B) (i) do not mature and (ii) are not putable or redeemable at the option of the holder thereof, in each case under clause (i) or (ii) in whole or in part on or prior to the date six (6) months after the earlier of the indefeasible payment in full in cash of the obligations hereunder, (C) do not have payments of dividends on or prior to the date six (6) months after the indefeasible payment in full of the obligations hereunder, (D) are unsecured and by operation of law or by legally binding agreement are subordinated in right of repayment, liens, security and remedies to all of the obligations hereunder and to all of Agent’s and Purchasers’ rights, Liens and remedies, (E) do not have any veto or supermajority voting rights or approval rights with respect to any issues other than to protect their own rights and preferences, and/or (F) are not sold, issued or otherwise transferred in connection with or as a part of a Public Offering.

“Person” means any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity or department, agency or political subdivision thereof.

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“Plan” means any employee benefit plan (within the meaning of Section 3(3) of ERISA), other than a Multiemployer Plan, established or maintained by any of the Loan Parties or any member of the Controlled Group.

“Pledge Agreements” has the meaning assigned to such term in Section 4.1(c) hereof.

“Pollutant” shall include any “hazardous substance” and any “pollutant or contaminant” as those terms are defined in CERCLA; any “hazardous waste” as that term is defined in RCRA; and any “hazardous material” as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), as amended (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, guidelines and publications issued pursuant to, or otherwise in implementation of, said Environmental Laws); and including without limitation any petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, polychlorinated biphenyls (PCBs), dioxins, dibenzofurans, heavy metals, and radon gas; and including any other substance or material that is reasonably determined to present a threat, hazard or risk to human health or the environment.

“PPSA” means the Personal Property Security Act (Alberta), as in effect from time to time.

“Preferred Stock” means that certain Series B Cumulative Redeemable Voting Preferred Stock of Parent, no par value per share issued and outstanding as of the Closing Date pursuant to the Preferred Stock Purchase Agreement.

“Prior Holders” means (i) the holders of “Registrable Securities,” as that term is defined in the Existing Warrants and (ii) the holders of “Registrable Securities,” as that terms is defined in the Wingate Warrants.

“Process Covenants” has the meaning assigned to such term in Section 7.1(u).

“Properties and Facilities” has the meaning assigned to such term in Section 5.1(q).

“Proprietary Rights” means all patents, trademarks, trade names, service marks, copyrights, inventions, production methods, licenses (other than any “shrink wrap” licenses), formulas, know-how and trade secrets, regardless of whether such are registered with any Governmental Authorities, including applications therefor.

“Public Offering” means any offer or sale of securities pursuant to any registration statement filed and effective with the SEC or any other Governmental Authority after the Closing Date.

“Purchase Documents” means this Agreement, the Notes, the Warrants and the Security Documents and all other agreements, instruments and documents delivered in connection therewith as any or all of the foregoing may be supplemented or amended from time to time.

“Purchaser” has the meaning assigned to such term in the preamble hereto and in Section 6.2 hereof.

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“Put Option” has the meaning assigned to such term in Section 10.1 hereof.

“Put Option Closing” has the meaning assigned to such term in Section 10.5 hereof.

“Put Price” has the meaning assigned to such term in Section 10.2 hereof.

“Put Shares” has the meaning assigned to such term in Section 10.2 hereof.

“RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended, and all rules, regulations, standards, guidelines, and publications issued thereunder.

“Registrable Securities” means any shares of Common Stock of Parent purchased upon the exercise of any Warrant and any shares of Common Stock of Parent purchased pursuant to Article 11 hereof.

“Removal,” “Remedial” and “Response” actions shall include the types of activities covered by CERCLA, RCRA, and other comparable Environmental Laws, and whether the activities are those which might be taken by a government entity or those which a government entity or any other person might seek to require of waste generators, handlers, distributors, processors, users, storers, treaters, owners, operators, transporters, recyclers, reusers, disposers, or other persons under “removal,” “remedial,” or other “response” actions.

“Reportable Event” means any of the events which are reportable under Section 4043 of ERISA and the regulations promulgated thereunder, other than an occurrence for which the thirty (30) day notice contained in 29 C.F.R. § 2615.3(a) is waived.

“Required Purchasers” means, at any time, Purchasers holding a pro rata percentage of the outstanding principal amount of the Notes aggregating at least 66-2/3% at such time. Anything to the contrary contained in this definition notwithstanding, to the extent the fact that each Purchaser is considered in determining Required Purchasers for any purpose relating to any Canadian Note would result in material and adverse tax consequences to any US Loan Party under Section 956 of the Code, as determined by Agent and the Required Purchasers in their Permitted Discretion, then Required Purchasers, for such purpose, shall be determined in accordance with the terms of this definition but solely by reference to and among the Purchasers of the Canadian Notes.

“Revolving Financing” means one or more secured revolving lines of credit of the Loan Parties in an initial aggregate amount not to exceed $19,500,000, subject to adjustment as provided in the Senior Subordination Agreement.

“SEC” means the Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

“Securities” has the meaning assigned to such term in Section 2.3 hereof.

“Securities Act” means the Securities Act of 1933, as amended.

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“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Security Agreement” has the meaning assigned to such term in Section 4.1(c) hereof.

“Security Documents” means the Security Agreement, the Canadian Security Agreement, the Mortgages, the IP Acknowledgements, the Pledge Agreements, the Negative Pledge Agreements, the Financing Statements, equivalent statements, notifications or instruments under the PPSA, and all other documents, instruments and other materials necessary to create or perfect the security interests created pursuant to the Security Agreement.

“Senior Credit Agreement” means that certain Revolving Credit, Term Loan and Security Agreement by and among the Loan Parties, CapitalSource Finance, LLC, as agent, and Senior Lender dated March 30, 2004, as such may be amended, modified, renewed, extended or restated and any substitutions, replacements or refinancings thereof from time to time as permitted hereunder.

“Senior Financing” means, collectively, the Revolving Financing and the Term Financing.

“Senior Lender” shall collectively mean the banks party to the Senior Credit Agreement.

“Senior Subordination Agreement” means that certain Subordination Agreement among Agent, Purchasers, Senior Lender and Parent dated as of the Closing Date as the same may be modified, amended, restated, substituted, replaced and/or supplemented from time to time.

“Subject Securities” means the Warrants and the Warrant Shares.

“Subordinated Debt” means any Indebtedness, contingent equity, earnout or other obligations that is unsecured and subordinated by written contract in right of repayment, liens, security and remedies to all of the obligations hereunder and to all of Agent’s and Purchasers’ rights, Liens and remedies and in form and substance satisfactory to Agent in its Permitted Discretion.

“Subordination Agreement” means, individually and collectively, (i) the Management Fee Subordination Agreement; and (ii) any other agreements between Agent and holders of Subordinated Debt relating to Subordinated Debt, in each case as the same may be modified, amended, restated and/or supplemented from time to time, in each case in form and substance satisfactory to Agent.

“Subsidiary” of any corporation means any other corporation or limited liability company of which the outstanding capital stock possessing a majority of voting power in the election of directors (otherwise than as the result of a default) is owned or controlled by such corporation directly or indirectly through Subsidiaries.

“Term Financing” means one or more secured term credit facilities with an aggregate principal amount not to exceed $20,500,000, subject to adjustment as provided in the Senior Subordination Agreement.

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“Total Debt” shall mean, at any date of determination, the sum of (i) the total outstanding principal balance of all Indebtedness for Borrowed Money of Loan Parties on a Consolidated basis, including, without limitation, all Indebtedness under the Purchase Documents, the Senior Financing, all undrawn amounts under standby letters of credit pursuant to the Senior Credit Agreement, and all Capital Leases Obligations and (ii) all accrued interest on the foregoing including, without limitations, all interest paid in kind. For all purposes of this Agreement, the term “Total Debt” shall be calculated to include (i.e., not net of) discounts, deductions or allocations relating or applicable to or arising from any equity or equity participation or fees, whether under GAAP or otherwise, but shall not include any Preferred Stock regardless of its accounting treatment pursuant to GAAP or payments of principal paid by the Loan Parties on Indebtedness satisfied with the proceeds of this Agreement.

“Total Debt Service” means, for any period, the sum of (i) scheduled or other required payments of principal on any and all Total Debt, (ii) any other cash amounts due or payable with respect to, in connection with or on Total Debt, and (iii) cash Interest Expense. For purposes of computing Total Debt Service as of any measurement date on or prior to March 31, 2005, Total Debt Service for any period set forth on Annex B included within the applicable 12 month measurement period shall be deemed to be equal the applicable amount set forth on Annex B.

“Transaction Documents” has the meaning assigned to such term in Section 5.1(f) hereof.

“Transactions” means the incurrence of debt and the issuance of securities in connection therewith, as contemplated by this Agreement, the Notes, the Transaction Documents and all other agreements contemplated hereby and thereby.

“UCC” means the Uniform Commercial Code as in effect in the State of New York from time to time; provided, that to the extent the UCC is used to define any term herein or in any other Purchase Document and such term is defined differently in different Articles or Divisions o the UCC the definition of such term contained in Article or Division 9 shall govern.

“Underlying Common Stock” means (i) the Warrant Shares and (ii) any equity securities issued or issuable with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“US Loan Parties” means, collectively, the parties set forth in the preamble to this Agreement and all other Domestic Subsidiaries of the Loan Parties that become a party to the Purchase Documents pursuant to a joinder agreement.

“US Notes” has the meaning set forth in Section 2.1(a) hereof.

“UST” means an underground storage tank, including as that term is defined, construed and otherwise used in RCRA and in rules, regulations, standards, guidelines and publications issued pursuant to RCRA and comparable state and local laws.

“Warrants” has the meaning assigned to such term in Section 2.2 hereof.

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“Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of the Warrants.

“Wholly-Owned Subsidiary” of a Person means any Subsidiary of that Person in which (other than directors’ qualifying shares required by law) 100% of the equity, at the time as of which any determination is being made, is owned, beneficially and of record, by that Person, or by one or more of the other Wholly-Owned Subsidiaries of that Person, or both.

“Wingate” means Wingate Partners III, L.P., a Delaware limited partnership, and its Affiliates, successors and assigns.

“Wingate Warrants” means the detachable warrants to be issued and sold by Parent pursuant to the terms of the Investment Documents, including any warrants issued upon any transfer, division or combination, or in substitution, thereof.

1.2. Accounting Principles. The character or amount of any asset, liability, capital account or reserve and of any item of income or expense to be determined, and any consolidation or other accounting computation to be made, and the construction of any definition containing a financial term, pursuant to this Agreement shall be determined or made in accordance with generally accepted accounting principles in the United States of America consistently applied (“GAAP”) as in effect from time to time; provided that, if any change in GAAP results in a change in the calculation of the financial covenants or interpretation of the related provisions of this Agreement or any other Purchase Document, then the Loan Parties and Agent agree to amend such provisions of this Agreement so as to equitably reflect such changes in GAAP with the desired result that the criteria for evaluating the Loan Parties’ financial condition shall be the same after such change in GAAP as if such change had not been made.

1.3. Other Definitional Provisions; Construction. Whenever the context so requires, neuter gender includes the masculine and feminine, the singular number includes the plural and vice versa. The words “hereof” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not in any particular provision of this agreement, and references to section, article, annex, schedule, exhibit and like references are references to this Agreement unless otherwise specified. A Default or Event of Default shall “continue” or be “continuing” until such Default or Event of Default has been cured or waived by Agent and Purchasers. References in this Agreement to any Persons shall include such Persons’ successors and permitted assigns. Other terms contained in this Agreement (which are not otherwise specifically defined herein) shall have meanings provided in Article 9 of the UCC on the date hereof to the extent the same are used or defined therein.

ARTICLE 2

ISSUE AND SALE OF SECURITIES

2.1. Authorization and Issuance of the Notes. (a) The US Loan Parties have duly authorized the issuance and sale to Purchasers of $10,000,000 in aggregate principal amount of the US Loan Parties’ Senior Secured Subordinated Notes Due March 29, 2011 to be substantially in the form of the Note attached hereto as Exhibit A-1 (including any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4 hereof and any Notes issued in exchange for Put Shares pursuant to Section 10.4 or Section 10.5, the “US Notes”).

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(b) The Canadian Loan Parties have duly authorized the issuance and sale to Purchasers of $4,000,000 in aggregate principal amount of the Canadian Loan Parties’ Senior Secured Subordinated Notes Due March 29, 2011 to be substantially in the form of the Note attached hereto as Exhibit A-2 (including any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4 hereof and any Notes issued in exchange for Put Shares pursuant to Section 10.4 or Section 10.5, the “Canadian Notes”).

2.2. Authorization and Issuance of the Warrants. Parent has duly authorized the issuance and sale to Purchasers of stock purchase warrants substantially in the form of the warrant attached hereto as Exhibit B (collectively, the “Warrants”) evidencing Purchasers’ right to acquire an aggregate 3,936,967 shares of Common Stock of Parent.

2.3. Sale and Purchase. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, (a) the US Loan Parties shall sell to Purchasers, and Purchasers shall purchase from the US Loan Parties, in an amount equal to the pro rata portion of the US Notes as set forth on Annex A, the US Notes in the aggregate principal amount set forth in Section 2.1(a) hereof for $10,000,000 in the aggregate, (b) the Canadian Loan Parties shall sell to Purchasers, and Purchasers shall purchase from the Canadian Loan Parties, in an amount equal to the pro rata portion of the Canadian Notes as set forth on Annex A, the Canadian Notes in the aggregate principal amount set forth in Section 2.1(b) hereof for $4,000,000 in the aggregate and (c) Parent shall sell to Purchasers, and Purchasers shall purchase from Parent, in an amount equal to the pro rata portion of the Warrants as set forth on Annex A, the Warrants for an exercise price of $.001 per share not to exceed $100 in the aggregate. (The Warrants and the Notes are sometimes referred to herein collectively as the “Securities.”)

2.4. The Closing. Delivery of and payment for the Securities (the “Closing”) shall be made at such place and on such other date as may be mutually agreeable to the Loan Parties and Purchasers. The date and time of the Closing as finally determined pursuant to this Section 2.4 are referred to herein as the “Closing Date.” Delivery of the Securities shall be made to Purchasers against payment of the purchase price therefor, less the Closing Processing Fee and any other amounts payable pursuant to Section 4.1(k) hereof, by wire transfer of immediately available funds in the manner agreed to by the Loan Parties and Purchasers. The Notes shall be issued in such name or names and in such permitted denomination or denominations as set forth in Annex A or as Purchasers may request in writing not less than two (2) Business Days before the Closing Date.

ARTICLE 3

REPAYMENT OF THE NOTES

3.1. Interest Rates and Interest Payments. On the first Business Day of each month commencing on May 1, 2004, (a) the US Loan Parties, jointly and severally, covenant and agree to make payments in arrears to Agent for the ratable benefit of Purchasers of accrued interest on the US Notes and (b) the Canadian Loan Parties, jointly and severally, covenant and agree to make payments in arrears to Agent for the ratable benefit of the Purchasers of accrued interest on the Canadian Notes. The Notes will bear interest on the outstanding principal amount thereof at

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a rate equal to twelve and one-half percent (12.5%). Interest on the Notes will be computed on the basis of a year of 360 days, composed of twelve 30-day months, and the actual number of days elapsed.

3.2. Repayment of the Notes. (a) The US Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid principal balance of the US Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder in one (1) payment of $10,000,000 or such other principal amount as is then outstanding, together with all accrued and unpaid interest, fees and other amounts due hereunder on March 29, 2011, and (b) the Canadian Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid principal balance of the Canadian Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder in one (1) payment of $4,000,000 or such other principal amount as is then outstanding, together with all accrued and unpaid interest, fees and other amounts due hereunder on March 29, 2011.

3.3. Optional Prepayment of Notes. Subject to the terms of this Section 3.3, the Loan Parties may prepay to Agent, for the ratable benefit of Purchasers, the outstanding principal amount of the Notes in whole or in part in multiples of $500,000, or such lesser amount as is then outstanding, at any time at a price equal to (a) the accrued interest, if any, to the date set for prepayment, plus (b) a prepayment fee representing the amortization of certain of Purchasers’ costs incurred in connection with the purchase of the Notes equal to the principal amount prepaid multiplied by the following percentage:

If Prepaid During the 12-Month Period Ending on March 30th of the Following Years:	Percentage
2005	5%
2006	4%
2007	3%
2008	2%
2009 and thereafter	0%

All such prepayments shall be applied by Agent to the outstanding principal of the Notes after application of such prepayment to any accrued interest and prepayment premium payable in connection therewith. Anything herein contained to the contrary notwithstanding, the Agent, in its sole and absolute discretion, may require all or any portion of voluntary prepayments made by the Loan Parties to be applied to the principal balance of US Note and any related obligations prior to the application thereof to the Canadian Note and related Canadian obligations.

3.4. Notice of Optional Prepayment. If the Loan Parties shall elect to prepay any Notes pursuant to Section 3.3 hereof, the Loan Parties shall give notice of such prepayment to Agent and each holder of the Notes to be prepaid not less than twenty (20) days or more than ninety (90) days prior to the date fixed for prepayment, specifying (a) the date on which such prepayment is to be made, (b) the principal amount of such Notes to be prepaid on such date, and

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(c) the premium, if any, and accrued interest applicable to the prepayment. Such notice shall be accompanied by a certificate of the chairman of the Board of Directors, the president, the vice president, and/or the treasurer of Parent that such prepayment is being made in compliance with Section 3.3.

3.5. Mandatory Prepayment. The Notes shall be prepaid in full, together with all interest, fees and expenses plus a prepayment premium computed in accordance with Section 3.3, as if such prepayment were a voluntary prepayment, in the event of a Change of Control or the consummation of a Public Offering, other than an offering of securities for an employee benefit plan on SEC Form S-8 or a successor form, that realizes at least $14,000,000 in net proceeds to the Parent.

3.6. Home Office Payment. The Loan Parties will pay all sums becoming due on such Notes for principal, premium, if any, and interest to Agent by the method and at the address specified for such purpose in Annex A, or by such other method or at such other address as Purchasers shall have from time to time specified to the Loan Parties in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Loan Parties made concurrently with or reasonably promptly after payment or prepayment in full of any Note, each holder of a Note shall surrender such Note for cancellation, promptly after such request, to the Loan Parties at their principal executive office.

3.7. Taxes. Any and all payments by the Loan Parties hereunder or under the Notes or other Purchase Documents that are made to or for the benefit of Purchasers shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto (collectively, “Taxes”), excluding taxes imposed on Agent’s or Purchasers’ net income or capital and franchise taxes imposed on any of them by the jurisdiction under the laws of which any of them is organized or any political subdivision thereof (all such nonexcluded Taxes being hereinafter referred to as “Covered Taxes”). If any of the Loan Parties shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder or under any Notes or other Purchase Documents to Agent for the benefit of Purchasers, or to Purchasers, the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this paragraph), each Purchaser receives an amount equal to the sum it would have received had no such deductions been made. The Loan Parties shall make such deductions and the Loan Parties shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Loan Parties agree to pay any present or future stamp, documentary, excise, privilege, intangible or similar levies that arise at any time or from time to time from any payment made under any and all Purchase Documents or from the execution or delivery by the Loan Parties or from the filing or recording or maintenance of, or otherwise with respect to the exercise by Agent or Purchasers of their respective rights under any and all Purchase Documents (collectively, “Other Taxes”). The Loan Parties will indemnify Agent and Purchasers for the full amount of Covered Taxes imposed on or with respect to amounts payable hereunder and Other Taxes, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payment of this indemnification shall be made within thirty (30) days from the date Agent or Purchasers provide the Loan Parties

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with a certificate certifying and setting forth in reasonable detail the calculation thereof as to the amount and type of such Taxes. Any such certificates submitted by Agent or Purchasers in good faith to the Loan Parties shall, absent manifest error, be final, conclusive and binding on all parties. The obligation of the Loan Parties under this Section 3.7 shall survive the payment of the Notes and the termination of this Agreement. Within thirty (30) days after the Loan Parties having received a receipt for payment of Covered Taxes and/or Other Taxes, the Loan Parties shall furnish to Agent, the original or certified copy of a receipt evidencing payment thereof.

3.8. Maximum Lawful Rate

(a) This Agreement, the Notes and the other Purchase Documents are hereby limited by this Section 3.8. In no event, whether by reason of acceleration of the maturity of the amounts due hereunder or otherwise, shall interest and fees contracted for, charged, received, paid or agreed to be paid to Purchasers exceed the maximum amount permissible under such applicable law. If, from any circumstance whatsoever, interest and fees would otherwise be payable to Agent or Purchasers in excess of the maximum amount permissible under such applicable law, the interest and fees shall be reduced to the maximum amount permitted under applicable law. If from any circumstance, Agent or Purchasers shall have received anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excess of interest shall be applied to the reduction of the principal amount of the Notes, in such manner as may be determined by Purchasers, and not to the payment of fees or interest, or if such excessive interest exceeds the unpaid balance of the principal amount of the Notes, such excess shall be refunded to the Loan Parties.

(b) For the purposes of disclosure under the Interest Act (Canada), whenever any interest or any fee to be paid by a Loan Party hereunder or in connection herewith is to be calculated on the basis of any period of time (“First Period”) that is less than a calendar year (the “First Rate”), it is hereby agreed that the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the year divided by such period in which the same is to be ascertained and divided by the number of days in the First Period. The rates of interest to be paid under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any calculation of interest under this Agreement.

(c) Without limiting the generality of Section 3.8(a) above, with respect to the Canadian Notes and related obligations, in no event shall the aggregate “interest” (as that term is defined in Section 347 of the Criminal Code (Canada)) exceed the effective annual rate of interest on the “credit advanced” (as defined therein) lawfully permitted under Section 347 of the Criminal Code (Canada). The effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the applicable Loan, and in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Agent will be conclusive for the purposes of such determination.

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3.9. Capital Adequacy. If, after the date hereof, either the introduction of or any change of the interpretation of any law or the compliance by Purchasers with any guideline or request from any governmental authority (whether or not having the force of law) has or would have the effect of reducing the rate of return on the capital or assets of Purchasers as a consequence of, as determined by Agent or Purchasers in their sole discretion, the existence of any Purchaser’s obligations under this Agreement or any other Purchase Documents, then, upon demand by Purchasers, the Loan Parties immediately shall pay to Purchasers, from the time as specified by Purchasers, additional amounts sufficient to compensate Purchaser in light of such circumstances. The obligations of the Loan Parties under this Section 3.9 shall survive the payments of the Notes and the termination of this Agreement.

3.10. Certain Waivers. The Loan Parties unconditionally waive (a) any rights to presentment, demand, protest or (except as expressly required hereby) notice of any kind, and (b) any rights of rescission, setoff, counterclaim or defense to payment under the Notes or otherwise that the Loan Parties may have or claim against any Purchaser, the Agent or any prior Purchaser or Agent.

3.11. Administration Fee. The Loan Parties shall pay the annual Administration Fee on the Closing Date and each anniversary thereafter until the Notes are indefeasibly paid in full.

3.12. Several Obligations.

(a) Each US Loan Party acknowledges that it is jointly and severally liable for all of the US Obligations under the Purchase Documents. Each US Loan Party expressly understands, agrees and acknowledges that (i) US Loan Parties are all Affiliates, (ii) each US Loan Party desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each US Loan Party has requested that the Agent and the Purchasers extend such a common credit facility on the terms herein provided, (iv) the Purchasers will be lending against, and relying on a Lien upon, all of US Loan Parties’ assets even though the proceeds of any particular loan made hereunder may not be advanced directly to a particular US Loan Party, (v) each US Loan Party will nonetheless benefit by the issuance of the US Notes in a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Purchase Documents to which any US Loan Party is a party shall be applicable to and shall be binding upon each US Loan Party, and (vii) the US Loan Parties have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Purchasers hereunder without the financial support provided by the other US Loan Parties.

(b) Each Canadian Loan Party acknowledges that it is jointly and severally liable for all of the obligations related to the Canadian Notes under the Purchase Documents. Each Canadian Loan Party expressly understands, agrees and acknowledges that (i) Canadian Loan Parties are all Affiliates, (ii) each Canadian Loan Party desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Canadian Loan Party has requested that the Agent and the Purchasers extend such a common credit facility on the terms herein provided, (iv) the Purchasers will be lending against, and relying on a Lien upon, all of Canadian Loan Parties’ assets even though the proceeds of any particular loan made hereunder may not be advanced directly

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to a particular Canadian Loan Party, (v) each Canadian Loan Party will nonetheless benefit by the issuance of Canadian Notes in a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Purchase Documents to which any Canadian Loan Party is a party shall be applicable to and shall be binding upon each Canadian Loan Party, and (vii) the Canadian Loan Parties have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Purchasers hereunder without the financial support provided by the other Canadian Loan Parties.

(c) Anything to the contrary contained in this Agreement or any other Purchase Document notwithstanding, to the extent any representation, warranty, covenant or other provision contained herein or in such Purchase Document that, by its terms, is made by Loan Parties on a joint and several basis would result in material and adverse tax consequences to any US Loan Party under Section 956 of the Code due to such joint and several nature, as determined by Agent and the Required Purchasers in their Permitted Discretion, such representation, warranty, covenant or other provision shall be deemed to be made, without further action or notice by or on behalf of Agent, any Purchaser or any other Person, by each Loan Party on a several, and not a joint basis or a joint and several basis, to and for the benefit of Agent and each Purchaser.

3.13. Loan Party Representation; Reliance. Each Loan Party irrevocably appoints Parent as its agent for all purposes relevant to this Agreement and all other Purchase Documents, including the giving and receipt of notices and execution and delivery of all documents, instruments, and certificates contemplated herein and therein and all modifications hereto and thereto. Any acknowledgment, consent, direction, certification, or other action which might otherwise be valid or effective only if given or taken by all or any Loan Party acting singly, shall be valid and effective if given or taken only by Parent, whether or not any of the other Loan Parties joins therein, and the Agent and the Purchasers shall have no duty or obligation to make further inquiry with respect to the authority of Parent under this Section 3.13, provided that nothing in this Section 3.13 shall limit the effectiveness of, or the right of the Agent and the Purchasers to require and rely upon, any notice, document, instrument, certificate, acknowledgment, consent, direction, certification, or other action to be delivered by each Loan Party pursuant to this Agreement or the other Purchase Documents. With respect to any action hereunder, Agent and Purchasers may conclusively rely upon, and shall incur no liability to any Loan Party in acting upon, any request or other communication that Agent or any Purchaser reasonably believes to have been given or made by a Person authorized on such or any Loan Party’s behalf, whether or not such Person is listed on the incumbency certificate delivered pursuant to this Agreement. In each such case, each Loan Party hereby waives the right to dispute Agent’s and Purchasers’ actions based upon such request or other communication absent manifest error.

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ARTICLE 4

CONDITIONS

4.1. Conditions to Purchase of Securities. The obligation of Purchasers to purchase and pay for the Securities is subject to the satisfaction, prior to or at the Closing, of the following conditions:

(a) Representations and Warranties True. The representations and warranties contained in Article 5 hereof shall be true and correct in all material respects at and as of the Closing Date as though then made, except to the extent of changes caused by the transactions expressly contemplated herein.

(b) Material Adverse Change. There will have been no material adverse change in the business or financial condition of the Loan Parties or the capital markets since September 30, 2003.

(c) Security Agreement; Collateral Assignment. The Loan Parties and Agent, for the benefit of the Purchasers, shall have entered into (i) a security agreement or security agreements, granting to Agent a security interest in the assets of the US Loan Parties subordinated in lien priority only to the Liens in favor of the Senior Lender and subject to no other Liens other than Permitted Liens, in form and substance as set forth in Exhibit C attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Security Agreement”), (ii) a security agreement or security agreements, granting to Agent a security interest in the assets of the Canadian Loan Parties subordinated in lien priority only to the Liens in favor of the Senior Lender as contemplated therein and subject to no other Liens other than any other Permitted Liens, in form and substance acceptable to Agent attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Canadian Security Agreement”), (iii) pledge agreements granting to Agent for the benefit of Purchasers a pledge of the equity securities held by (A) the US Loan Parties and (B) the Canadian Loan Parties with respect to the Canadian Notes and related obligations, in form and substance acceptable to Agent as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof (the “Pledge Agreements”) and (iv) a collateral patent, trademark, copyright and license acknowledgement in form and substance as set forth in Exhibit D attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “IP Acknowledgement”). The Loan Parties shall have executed and delivered to Agent, for the benefit of the Purchasers, such financing statements and other instruments (collectively, “Financing Statements”) as Agent shall require in order to perfect and maintain the continued perfection of the security interest created by the Security Agreement. Agent shall have received reports of filings with appropriate government agencies showing that there are no Liens on the Collateral other than Permitted Liens.

(d) Mortgage and Title Insurance. Agent shall have received (i) an ALTA mortgagee’s policy of title insurance (ALTA Revised 1987 Form or such other form acceptable to Agent) in favor of Agent with respect to each parcel of owned real estate located in the United States, issued by a title company and in an amount satisfactory to Agent in its Permitted Discretion, showing that the applicable Loan Party is the owner of such parcel and has good and marketable title thereto and insuring that the mortgage (in form and substance as set forth in Exhibit E attached hereto) covering such parcel constitutes a valid Lien on such parcel, subject only to Permitted Liens and other matters

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approved by Agent in its Permitted Discretion, each such policy to be in such form and containing such endorsements as may be required by Agent in its Permitted Discretion, (ii) evidence that all premiums with respect to such title insurance policies shall have been paid in full by the Loan Parties, and (iii) a survey of each parcel of Real Estate and the real estate subject to any leasehold estate identified on Schedule 4.1(d) in sufficient detail to permit the elimination of any survey exceptions to the title policy insuring the Lien of such Mortgage and otherwise satisfactory to Agent in its Permitted Discretion;

(e) Environmental Reports. Agent shall have received reports covering the Loan Parties’ properties in form and substance satisfactory to Agent regarding the Loan Parties’ compliance with Environmental Laws.

(f) Landlord Waivers and Consents. The Loan Parties shall have delivered to Agent a Landlord Waiver and Consent for each property leased for the properties located in Conyers, Georgia, Belle Chase, Louisiana, Houston, Texas, Sand Springs, Oklahoma and San Leandro, California and for each other property lease, if any, for which the consent of the landlord is needed in connection with any change of control of the tenant, each in form and substance satisfactory to Purchaser.

(g) LLC Agreement. CorrPro Investments, LLC and each of its members shall have entered into the LLC Agreement.

(h) Management Fee Subordination Agreement. Agent, Purchasers and Wingate shall have executed the Management Fee Subordination Agreement.

(i) Investment Documents. Parent and CorrPro Investments LLC shall have executed the Investment Documents on terms reasonably satisfactory to Agent and Purchasers.

(j) Closing Documents. The Loan Parties will have delivered or caused to be delivered to Agent all of the following documents in form and substance satisfactory to Agent:

(i) the US Notes (as designated by Agent and Purchasers pursuant to Section 2.1(a) and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the US Loan Parties;

(ii) the Canadian Notes (as designated by Agent and Purchasers pursuant to Section 2.1(b) and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Canadian Loan Parties;

(iii) the Warrants (as designated by Agent and Purchasers pursuant to Section 2.2 and Annex A hereof) evidencing the right to acquire the number of shares of Common Stock of Parent set forth in Section 2.2 and Annex B hereof, subject to adjustment from time to time in accordance with the terms thereof;

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(iv) certificates of good standing dated not more than 10 Business Days prior to the Closing Date for each of the Loan Parties issued by their respective jurisdictions of organization and each jurisdiction where they are qualified to operate as a foreign corporation, or its equivalent except for such jurisdiction where the failure to so qualify would not reasonably be likely to have or result in a Material Adverse Effect;

(v) a copy of the Charter Documents of each of the Loan Parties, certified by the appropriate governmental official of the jurisdiction of its organization as of a date not more than 10 Business Days prior to the Closing Date;

(vi) a copy of the By-laws of each of the Loan Parties, certified as of the Closing Date by the secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Party;

(vii) a certificate of the secretary, assistant secretary, managing director, manager or general partner of each of the Loan Parties, certifying as to the names and true signatures of the officers or other authorized person of the respective Loan Party authorized to sign this Agreement and the other documents to be delivered by the respective Loan Party hereunder;

(viii) copies of the resolutions duly adopted by the each of the Loan Party’s board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and performance by the respective Loan Party of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the respective Loan Party is a party, and the consummation of all of the other Transactions, certified as of the Closing Date by the secretary, assistant secretary, manager or general partner of the respective Loan Party;

(ix) a certificate dated as of the Closing Date from an officer, general partner or manager of each of the Loan Parties stating that the conditions specified in this Section 4.1 have been fully satisfied or waived by Agent;

(x) certificates of insurance evidencing the existence of all insurance required to be maintained by the Loan Parties pursuant to Section 7.1(c), and Agent shall be satisfied with the type and extent of such coverage;

(xi) opinions of Hahn Loeser & Parks LLP, counsel to the Loan Parties, and special counsel for the Loan Parties, including, without limitation, appropriate Canadian counsel licensed in such provinces of Canada as requested by Agent, in each case in form and substance satisfactory to Agent;

(xii) copies of all material leases to which any of the Loan Parties is a party; and

(xiii) such other documents relating to the Transactions contemplated by this Agreement as Agent or its special counsel may reasonably request.

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(k) Purchaser’s Fees and Expenses.

(i) Closing Processing Fee: On the Closing Date, the Loan Parties shall pay the Closing Processing Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct the Closing Processing Fee from the aggregate proceeds from the sales of the Securities by the Loan Parties);

(ii) Initial Administrative Fee. On the Closing Date, the Loan Parties shall have paid the initial yearly Administrative Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct the initial Administrative Fee from the aggregate proceeds of the sale of the Securities by the Loan Parties); and

(iii) Other Fees and Expenses. On the Closing Date, the Loan Parties shall have paid the fees and expenses of Agent and Purchasers, payable by the Loan Parties pursuant to Section 14.4 hereof (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds of the sale of the Securities by the Loan Parties, all such amounts).

(l) Legal Investment. On the Closing Date, Purchasers’ purchases of the Securities shall not be prohibited by any applicable law, rule or regulation of any Governmental Authority (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System) as a result of the promulgation or enactment thereof or any changes therein, or change in the interpretation thereof by any Governmental Authority, subsequent to the date of this Agreement.

(m) Proceedings. All proceedings taken or required to be taken in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto will be satisfactory in form and substance to Agent and its special counsel and to Purchaser and its special counsel.

(n) Employment Agreements and Key Employees. The Loan Parties shall have entered into the Employment Agreements to which they are a party. No key executive employee and no group of employees or independent contractors of the Loan Parties has given notice that they intend to terminate his, her or their employment or relationship with the Loan Parties.

(o) Financial Condition. Parent shall have, on a Consolidated basis, as of the Closing Date, after giving effect to the payment of (i) prior Indebtedness, (ii) all fees payable to Purchasers under the terms of this Agreement, and (iii) all costs and expenses arising as a result of the Transactions contemplated by this Agreement, the Senior Credit Agreement and any other Transaction Document to which the Loan Parties are party: (x) adjusted EBITDA (as set forth on Annex C attached hereto) for the twelve month period ending on February 28, 2004 of at least $12,250,000, (y) Debt to EBITDA Ratio of not more than 3.30 to 1.00, and (z) available cash and immediately accessible availability in an amount greater than $5,000,000 on the Closing Date.

(p) Equity. Parent shall have received no less than $13,000,000 consideration for Preferred Stock in form and substance acceptable to Purchasers in their sole discretion.

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(q) Senior Credit Agreement. The Loan Parties shall have entered into the Senior Credit Agreement in form and substance acceptable to Purchasers in their sole discretion.

(r) Senior Subordination Agreement. Agent, Purchasers and the Senior Lender shall have executed the Senior Subordination Agreement.

(s) Existing Indebtedness. All in form and substance satisfactory to Agent in its Permitted Discretion, Agent shall have received evidence (i) of repayment in full and termination of all liabilities and obligations of the Loan Parties to Bank One, N.A., the Royal Bank of Canada, and The Prudential Insurance Company of America and all related documents, agreements and instruments and of all Liens and UCC or PPSA financing statements and similar statements relating thereto, including, without limitation, any Liens and/or UCC or PPSA financing statements covering or relating to any assets or properties of any equity holders of any Loan Party, (ii) of release and termination of, or Agent’s authority to release and terminate, any and all Liens and/or UCC or PPSA financing statements and similar statements in, on, against or with respect to any assets or property of the Loan Parties (other than Permitted Liens), and (iii) that any and all existing lockbox arrangements are terminated.

(t) Middle East Operations. Agent shall have received evidence satisfactory to Agent that Parent has received proceeds in connection with the pending divestiture of Parent’s Middle East operations such that the Net Proceeds are at least $2,500,000.

(u) Waiver. Any condition specified in this Section 4.1 may be waived by Agent; provided that no such waiver will be effective against Agent unless it is set forth in a writing executed by Agent.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES

5.1. Representations and Warranties of Loan Parties. As a material inducement to Agent and Purchasers to enter into this Agreement and purchase the Notes and the Warrants, the Loan Parties, jointly and severally, hereby represent and warrant to Agent and Purchasers as follows:

(a) Organization and Power. Each of the Loan Parties is duly organized, validly existing and in good standing under the laws of its state of organization. Each of the Loan Parties has all requisite corporate or other organizational power and authority and all material licenses, permits, approvals and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the Transactions, and is qualified to do business in the jurisdictions listed on the “Organizational Schedule” attached hereto as Schedule 5.1(a), which includes every jurisdiction where the failure to so qualify might reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties has its principal place of business as set forth on the “Organizational Schedule.” The copies of the

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Charter Documents and By-Laws of the Loan Parties that have been furnished to Agent reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

(b) Principal Business. The Loan Parties are primarily engaged in the business of providing corrosion control related services, systems, equipment and materials to the infrastructure, environmental and energy markets, including (i) corrosion control engineering services, systems and equipment, (ii) coating services and (iii) pipeline integrity and risk assessment services (the “Business”).

(c) Financial Statements and Financial Projections.

(i) Financial Statements. The Loan Parties have delivered to Agent copies of their audited consolidated year-end financial statements for and as of the end of the three fiscal years ended March 31, 2003 and unaudited interim statements for the fiscal quarters ended June 30, 2003, September 30, 2003 and December 31, 2003 (the “Financial Statements”). The Financial Statements were compiled from the books and records maintained by the Loan Parties’ management, are correct and complete and fairly represent the consolidated financial condition of the Loan Parties as of their dates and the results of operations for the fiscal periods then ended and have been prepared in accordance with GAAP except as set forth on the “Financial Statements Exception Schedule” attached hereto as Schedule 5.1(c).

(ii) Financial Projections. The Loan Parties have delivered to Agent financial projections of the Loan Parties for the period April 1, 2003 through March 31, 2008 derived from various assumptions of the Loan Parties’ management (the “Financial Projections”). The Financial Projections represent a reasonable estimate of possible results in light of the history of the Business and the Loan Parties, present and foreseeable conditions and the intentions of the Loan Parties’ management. The Financial Projections accurately reflect the liabilities of the Loan Parties upon consummation of the transactions contemplated hereby as of the Closing Date.

(iii) Accuracy of Financial Statements. The Loan Parties do not have any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Financial Statements or in the notes thereto, except as set forth on Schedule 5.1(c) and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Loan Parties which may reasonably be expected to be or result in a Material Adverse Effect.

(d) Capitalization and Related Matters. As of the Closing Date and immediately thereafter, the authorized capital stock of Parent and the shares of stock that are issued, outstanding and reserved for issuance upon exercise of the Warrants are as set forth on the Organizational Schedule. As of the Closing Date, except as set forth on the Organizational Schedule, the authorized capital stock of each of the other Loan Parties and the number and ownership of all outstanding capital stock of each of the other Loan

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Parties is as set forth on the Organizational Schedule. As of the Closing Date, none of the Loan Parties will have outstanding any capital stock or securities convertible or exchangeable for any shares of its capital stock except as set forth on the Organizational Schedule and none will have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock except as set forth on the Organizational Schedule. As of the Closing Date, none of the Loan Parties will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock, except as set forth herein, in the Charter Documents and as set forth on the Organizational Schedule, respectively, as in effect on the date hereof. As of the Closing, all of the outstanding shares of each Loan Party’s capital stock will be validly issued, fully paid and nonassessable. There are no statutory or, except as set forth on the Organizational Schedule, contractual stockholders’ preemptive rights with respect to the issuance of the Warrants hereunder. Assuming the truthfulness of the representations made by Purchaser herein, none of the Loan Parties has violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Securities hereunder do not require registration under the Securities Act or any applicable state securities laws. To the best knowledge of Parent, there are no agreements among Parent’s stockholders with respect to the voting or transfer of Parent’s capital stock other than as contemplated in the Purchase Documents and the Investment Documents.

(e) Subsidiaries. The Loan Parties do not own, or hold any rights to acquire, any shares of stock or any other security or interest in any other Person, and the Loan Parties have no Subsidiaries, except in each case as set forth on the Organizational Schedule.

(f) Authorization; No Breach. The execution, delivery and performance of this Agreement, the other Purchase Documents, the Senior Credit Agreement, the Investment Documents and all other agreements contemplated hereby and thereby to which each of the Loan Parties is a party (collectively, the “Transaction Documents”), and the consummation of the Transactions have been duly authorized by each of the Loan Parties. The execution and delivery by each of the Loan Parties of the Purchase Documents do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) except as created pursuant to the Security Documents, result in the creation of any Lien upon any of the Loan Parties’ capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority pursuant to, the Charter Documents of any of the Loan Parties, or any law, statute, rule or regulation to which any of the Loan Parties is subject, or any agreement, instrument, order, judgment or decree to which any of the Loan Parties is a party or to which they or their assets are subject.

(g) Governmental Approvals. Except as specifically provided by the Purchase Documents, no registration with or consent or approval of, or other action by, any Governmental Authority is or will be required in connection with the consummation of the Transactions by the Loan Parties.

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(h) Enforceability. This Agreement constitutes, and each of the other Purchase Documents when duly executed and delivered by each of the Loan Parties who are parties thereto will constitute, legal, valid and binding obligations of each of the Loan Parties enforceable in accordance with their respective terms subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity).

(i) No Material Adverse Change. Since September 30, 2003, there has been no event or occurrence that is likely to have a Material Adverse Effect.

(j) Litigation. Except as described in the “Litigation Schedule” attached hereto as Schedule 5.1(j) there is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against any Loan Party that (a) questions or could reasonably be expected to prevent or affect the validity of any of the Purchases or the right of such Loan Party to enter into any Purchase or to consummate the transactions contemplated thereby or (b) could reasonably be expected to be, have or result in, either individually or in the aggregate, any Material Adverse Change or Material Adverse Effect. No Loan Party is aware that there is any basis for the foregoing. No Loan Party is a party or subject to any order, writ, injunction, judgment or decree of any Governmental Authority. As of the Closing Date, there is no action, suit, proceeding or investigation initiated by any Loan Party currently pending. Except as disclosed in the financial statements most recently delivered to Agent hereunder, no Loan Party has any existing accrued and/or unpaid Indebtedness to any Governmental Authority or any other governmental payor.

(k) Compliance with Laws. Each Loan Party (a) except as set forth on the Compliance Schedule attached hereto as Schedule 5.1(k), is in compliance with all laws, statutes, rules, regulations, ordinances and tariffs of any Governmental Authority applicable to such Loan Party, the Business and/or such Loan Party’s assets or operations, including, without limitation, ERISA and any laws or regulations pertaining to the Business, and (b) is not in violation of any order of any Governmental Authority or other board or tribunal, except, in the case of both (a) and (b), where noncompliance or violation could not reasonably be expected to be, have or result in a Material Adverse Effect. To the Loan Parties’ knowledge, there is no event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in any noncompliance with, or any violation of, any of the foregoing, in each case except where noncompliance or violation could not reasonably be expected to be, have or result in a Material Adverse Effect. No Loan Party has received any notice that any Loan Party is not in material compliance in any respect with any of the requirements of any of the foregoing. No Loan Party has (i) engaged in any Prohibited Transactions as defined in Section 406 of ERISA and Section 4975 of the Code, (ii) failed to meet any applicable minimum funding requirements under Section 302 of ERISA in respect of its plans and no funding requirements have been postponed or delayed, (iii) knowledge of any event or occurrence which would cause the Pension Benefit Guaranty Corporation to institute

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proceedings under Title IV of ERISA to terminate any of the employee benefit plans, (iv) any fiduciary responsibility under ERISA for investments with respect to any plan existing for the benefit of Persons other than its employees or former employees, or (v) withdrawn, completely or partially, from any multi-employer pension plans so as to incur liability under the MultiEmployer Pension Plan Amendments of 1980. With respect to each Loan Party, there exists no event described in Section 4043 of ERISA, excluding Subsections 4043(b)(2) and 4043(b)(3) thereof, for which the thirty (30) day notice period contained in 12 C.F.R. § 2615.3 has not been waived. With respect to each scheme or arrangement mandated by a government other than the United States providing for post-employment benefits (each, a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party that is not subject to United States law providing for post-employment benefits (each, a “Foreign Plan”): (i) all employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the liability of each Loan Party with respect to a Foreign Plan is reflected in accordance with normal accounting practices on the financial statements of such Loan Party, as the case may be; (iii) each Foreign Plan is funded in accordance with applicable law; and (iv) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. Each Loan Party has maintained in all material respects all records required to be maintained by any applicable Governmental Authority. No Loan Party has engaged, or does engage, directly or indirectly, in any business other than the Business.

(l) Environmental Protection. Except as specified in “Environmental Schedule” attached hereto as Schedule 5.1(l), each Loan Party is in compliance in all material respects with all applicable Environmental Laws. Except as set forth on Schedule 5.1(l), no Loan Party has been notified of any action, suit, proceeding or investigation (a) relating in any way to compliance by or liability of such Loan Party under any Environmental Laws, (b) which otherwise deals with any Hazardous Substance or any Environmental Law, or (c) which seeks to suspend, revoke or terminate any license, permit or approval necessary for the generation, handling, storage, treatment or disposal of any Hazardous Substance.

(m) Legal Investments; Use of Proceeds. The Loan Parties will use the proceeds from the sale of the Notes to refinance certain existing indebtedness and pay certain transaction expenses related thereto. The Loan Parties are not engaged in the business of extending credit for the purpose of purchasing or carrying any “margin stock” or “margin security” (within the meaning of Regulations T, U or X issued by the Board of Governors of the Federal Reserve System), and no proceeds of the sale of the Notes will be used to purchase or carry any margin stock or margin security or to extend credit to others for the purpose of purchasing or carrying any margin stock or margin security.

(n) Taxes. Each of the Loan Parties has filed or caused to be filed all federal, state and local tax returns that are required to be filed by it, and has paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, including payroll taxes, except only for taxes that such Loan Party is currently contesting in good faith and for which adequate reserves have been established.

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(o) Intentionally Omitted.

(p) Investment Company Act; Public Utility Holding Company Act. None of the Loan Parties is (a) an “investment company” or “controlled” by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

(q) Properties; Security Interests. Except as set forth on the “Properties Schedule” attached hereto as Schedule 5.1 (q), each Loan Party is the sole owner and has good, valid and marketable title to, or a valid leasehold interest in, license of, or right to use, all of its properties and assets, whether personal or real, free and clear of all Liens other than Permitted Liens. Schedule 5.4 lists as of the Closing Date (i) the locations of the chief executive office of each Loan Party and all other locations of Collateral and all books and records in connection therewith or in any way relating thereto or evidencing the Collateral, (ii) identifies the common address and use of each such location, (iii) indicates whether such location is owned or leased by such Loan Party or whether such Loan Party is entitled to occupy or use such location by virtue of a license or easement, (iv) if such location is leased, describes the parties to and date of such lease and the name and current address of the landlord under the lease, (v) if such location is owned, sets forth a complete and accurate legal description for such location and (vi) if such Loan Party occupies or uses such location by virtue of a license or easement agreement, describes such license or easement agreement with reasonable specificity. Each Loan Party enjoys peaceful and undisturbed possession under all such leases as of the Closing Date and such leases are valid and subsisting and are in full force and effect. As of the Closing Date all tangible personal property and tangible assets of each Loan Party are in good repair, working order and condition (normal wear and tear excepted) and are suitable and adequate for the uses for which they are being used or are intended. The Security Agreement creates and grants to Agent a valid and perfected first priority security interest in all the collateral thereunder, subject only to Liens granted to the Senior Lenders and Permitted Liens.

(r) Intellectual Property; Licenses. Except as set forth on the “Intellectual Property Schedule” attached hereto as Schedule 5.1(r) as of the Closing Date or as thereafter otherwise disclosed in writing to Agent from time to time, no Loan Party owns, licenses or utilizes any registered patents, patent applications, registered trademarks, trademark applications, registered service marks, service mark applications, registered copyrights or copyright applications, or any material trade names, software or licenses. Each Loan Party owns directly, or is entitled to use by license or otherwise, all Intellectual Property of any Person used in, necessary for or material to the conduct of such Loan Party’s businesses. All such items listed on the Intellectual Property Schedule as of the Closing Date are and, at all times after the Closing Date (except to the extent no longer deemed necessary for or material to the conduct of the businesses of the Loan

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Parties in the good faith business judgment of the Loan Parties) will be: (a) subsisting and have not been adjudged invalid or unenforceable, in whole or part, (b) valid and enforceable, and (c) in full force and effect and not in known conflict with the rights of any Person. Each Loan Party has made all filings and recordations necessary in the exercise of reasonable and prudent business judgment to protect its interest in the material components of the Intellectual Property of such Loan Party in the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Patent Office, Canadian Trademark Office or Canadian Copyright Office, as applicable, and in corresponding offices throughout the world, as appropriate in the exercise of reasonable and prudent business judgment by the Loan Parties based on the Loan Parties’ operations. Each Loan Party has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of the Intellectual Property of such Loan Party in full force and effect throughout the world, as applicable, except such items of Intellectual Property as are no longer deemed necessary for or material to the conduct of the businesses of the Loan Parties in the reasonable business judgment of the Loan Parties. No litigation is pending or, to the knowledge of each Loan Party, threatened which contains allegations respecting the validity, enforceability, infringement or ownership of any of the Intellectual Property of such Loan Party. No Loan Party is in breach of or default under the provisions of any of the foregoing, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which would reasonably be expected to be, have or result in a Material Adverse Effect.

(s) Solvency. After giving effect to the Transactions, (i) the fair value of the assets of the Loan Parties, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property of the Loan Parties will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (iii) the Loan Parties will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (iv) the Loan Parties will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

(t) Complete Disclosure. No Purchase Document nor any other written agreement, document, certificate, or statement furnished to Agent or any Purchaser by or on behalf of any Loan Party or Wingate in connection with the transactions contemplated by or pursuant to the Purchase Documents, nor any representation or warranty made by any Loan Party or Wingate in any Purchase Document, contains any untrue statement of material fact or omits to state any fact necessary to make the factual statements therein taken as a whole not materially misleading in light of the circumstances under which it was furnished. There is no fact known to any Loan Party or, to the best knowledge of the Loan Parties, Wingate which has not been disclosed to Agent in writing which could reasonably be expected to be, have or result in a Material Adverse Effect.

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(u) Side Agreements. Neither the Loan Parties nor any Affiliate of the Loan Parties nor any director, officer or employee of the Loan Parties or any of their Affiliates, respectively, has entered into, as of the date hereof, any side agreement, either oral or written, with any individual or business, pursuant to which the director, officer, employee, Loan Parties or Affiliate agreed to do anything beyond the requirements of the formal, written contracts executed by the Loan Parties and disclosed to Purchasers and Agent herein.

(v) Broker’s or Finder’s Commissions. No broker’s or finder’s or placement fee or commission will be payable to any broker or agent engaged by the Loan Parties or any of its officers, directors or agents with respect to the issue of the Notes, the Warrants or the transactions contemplated by this Agreement, including without limitation the Transactions, except for fees payable (i) pursuant to the terms of the Investment Documents not to exceed $500,000; (ii) to Wingate and its Affiliates not to exceed $400,000 per annum pursuant to the terms of the Management Fee Subordination Agreement; (iii) by Parent to Brown Gibbons Lang & Co. not to exceed $1,470,000; and (iv) to Purchasers and Agent. The Loan Parties agree to indemnify Agent and Purchasers and hold them harmless from against any claim, demand or liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by the Loan Parties, alleged to have been incurred in connection with such transactions, other than any broker’s or finder’s fees payable to Persons engaged by Agent or Purchasers without the knowledge of the Loan Parties.

(w) Government Contracts. All Government Contracts which constitute Material Contracts and have a remaining term of twelve (12) months or longer are listed on Schedule 5.1(w). No notice of suspension, disbarment, cure notice, show cause notice or notice of termination for default has been received by any Loan Party (or to the best of such Loan Party’s knowledge issued) in connection with any Government Contract listed on Schedule 5.1(w), and such Loan Party is not a party to any pending, or to such Loan Party’s knowledge threatened, suspension, debarment or termination for default issued by any Governmental Authority or other adverse government action or proceeding in connection with any Government Contract listed on Schedule 5.1(w).

(x) Assignment of Government Contracts. No existing Government Contracts of any Loan Party (and no present or future interest of such Loan Party, in whole or in part, in, to or under any such Government Contract) is currently assigned, pledged, hypothecated or otherwise transferred by the Loan Parties to any person or entity (other than the Senior Lenders).

(y) Material Contracts. No default (after any applicable grace or cure period has expired or been cancelled) shall exist pursuant to any obligations of any Loan Party, if any, under any Material Contract, which default, if not remedied would have a Material Adverse Effect.

(z) OFAC. No Loan Party (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With

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Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

(aa) Patriot Act. Each Loan Party is in compliance, in all material respects, with the Patriot Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(bb) Canadian Pension Plan and Benefits Plans. As of the Closing Date, the “Canadian Pension Plans Schedule” attached hereto as Schedule 5.1(bb) lists all Canadian Benefit Plans and Canadian Pension Plans currently maintained or contributed to by each Loan Party. The Canadian Pension Plans are duly registered under the Income Tax Act and all other applicable laws which require registration. Each Loan Party has complied with and performed all of its obligations in all material respects under and in respect of the Canadian Pension Plans and Canadian Benefit Plans under the terms thereof, any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations). All employer and employee payments, contributions or premiums to be remitted, paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan have been paid in a timely fashion in accordance with the terms thereof, any funding agreement and all applicable laws. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as set forth on Schedule 5.1(bb), there are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as set forth on Schedule 5.1(bb), each of the Canadian Pension Plans is fully funded on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial principles).

5.2. Absolute Reliance on the Representations and Warranties. Each Loan Party agrees that the representations and warranties contained herein and in the other Purchase Documents are made with the knowledge and intention that Agent and Purchaser are relying and will rely thereon. All representations and warranties contained in this Agreement and any financial statements, instruments, certificates, schedules or other documents delivered in connection herewith, shall survive the execution and delivery of this Agreement, regardless of any investigation made by Agent or Purchasers or on Agent’s or Purchasers’ behalf.

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ARTICLE 6

TRANSFER OF NOTES

6.1. Restricted Securities. Purchasers acknowledge that the Securities have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, and that the Loan Parties are not required to register the Notes or the Warrants, as the case may be.

6.2. Legends; Purchaser’s Representations. Each of the Purchasers hereby represents and warrants to the Loan Parties that it is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and is acquiring the Securities for investment for its own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Securities to an Affiliate or Affiliates of Purchasers) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Loan Parties may place an appropriate legend on the Securities owned by Purchasers concerning the restrictions set forth in this Article 6. Upon the assignment or transfer by Purchasers or any of its successors or assignees of all or any part of the Securities, the term “Purchaser” as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Securities, or portion thereof.

6.3. Transfer of Notes. Subject to Section 6.2 hereof, a holder of a Note may transfer such Note to a new holder, or may exchange such Note for Notes of different denominations (but in no event of denominations of less than $100,000 in original principal amount), by surrendering such Note to the Loan Parties duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new holder (or the current holder if submitted for exchange only), together with written instructions for the issuance of one or more new Notes specifying the respective principal amounts of each new Note and the name of each new holder and each address therefor. The Loan Parties shall simultaneously deliver to such holder or its designee such new Notes, shall mark the surrendered Notes as canceled and shall provide notice of such transfer to Agent. In lieu of the foregoing procedures, a holder may assign a Note (in whole but not in part) to a new holder by sending written notice to the Loan Parties and Agent of such assignment specifying the new holder’s name and address; in such case, the Loan Parties shall promptly acknowledge such assignment in writing to both the old and new holder. The Loan Parties shall not be required to recognize any subsequent holder of a Note unless and until the Loan Parties have received reasonable assurance that all applicable transfer taxes have been paid.

6.4. Replacement of Lost Securities. Upon receipt of evidence reasonably satisfactory to the Loan Parties of the mutilation, destruction, loss or theft of any Securities and the ownership thereof, the Loan Parties shall, upon the written request of the holder of such Securities, execute and deliver in replacement thereof new Securities in the same form, in the same original principal amount and dated the same date as the Securities so mutilated, destroyed, lost or stolen; and such Securities so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Securities being replaced have been mutilated, they shall be surrendered to the Loan Parties; and if such replaced Securities have been destroyed, lost or stolen, such holder shall furnish the Loan Parties with an indemnity in writing to save it harmless in respect of such replaced Security.

6.5. No Other Representations Affected. Nothing contained in this Article 6 shall limit the full force or effect of any representation, agreement or warranty made herein or in connection herewith to Purchaser.

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ARTICLE 7

COVENANTS

7.1. Affirmative Covenants. The Loan Parties, jointly and severally, covenant that, so long as all or any of the principal amount of the Notes or any interest thereon shall remain outstanding, and, thereafter, with respect to clauses (a), (b), (c), (d), (e)(i), (e)(ii), and (o) so long as ACAS owns at least 50% of the Warrants or Underlying Common Stock held at Closing, the Loan Parties shall and shall cause each of its Subsidiaries to:

(a) Existence. Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence.

(b) Businesses and Properties; Compliance with Laws. At all times (i) do or cause to be done all things necessary to preserve, renew, extend and keep in full force and effect the rights, licenses, registrations, permits, certifications, approvals, consents, franchises, patents, copyrights, trademarks and trade names, and any other authorizations which may be material to the conduct of their businesses; (ii) comply in all material respects with all laws and regulations applicable to the operation of such business, including but not limited to, all Environmental Laws, whether now in effect or hereafter enacted and with all other applicable laws and regulations, except where the failure could not reasonably be expected to be, have or result in a Material Adverse Effect; (iii) maintain, preserve and protect all property material to the conduct of such business, and (iv) except for obsolete or worn out equipment, keep their property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times.

(c) Insurance. Maintain insurance required by the Purchase Documents, including but not limited to: (i) coverage on their insurable properties (including all inventory, equipment and real property) against the perils of fire, theft and burglary; (ii) public liability; (iii) workers’ compensation; (iv) business interruption; (v) product liability; and (vi) such other risks as are customary with companies similarly situated and in the same or similar business as that of the Loan Parties under policies issued by financially sound and reputable insurers in such amounts as are customary with companies similarly situated and in the same or similar business. Each of the Loan Parties shall pay all insurance premiums payable by it and shall deliver the policy or policies of such insurance (or certificates of insurance with copies of such policies) to Agent. All insurance policies of the Loan Parties shall contain endorsements, in form and substance reasonably satisfactory to Agent, providing that the insurance shall not be cancelable except upon thirty (30) days’ prior written notice to Agent. Agent, on behalf of Purchasers, shall be shown as a loss payee and/or an additional named insured party, as applicable, under all such insurance policies, subject to the terms of the Senior Subordination Agreement.

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(d) Obligations and Taxes. Except where the failure to comply, pay, file or perform would not reasonably be expected to be, have or result in a Material Adverse Effect, pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon them or upon their income or profits or in respect of their properties before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might give rise to Liens or charges upon such properties or any part thereof; provided, however, that the Loan Parties shall not be required to pay and discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Loan Parties shall have set aside on their books adequate reserves with respect thereto.

(e) Financial Statements; Reports. Furnish to Agent:

(i) Annual Statements. Within ninety (90) days after the end of each fiscal year of the Parent and its Consolidated Subsidiaries, audited annual consolidated financial statements and unaudited annual consolidating financial statements of Parent and its Consolidated Subsidiaries, including the notes thereto, consisting of consolidated and consolidating balance sheets at the end of such completed fiscal year and the related consolidated and consolidating statements of income, retained earnings, cash flows and owners’ equity for such completed fiscal year, which financial statements shall be prepared and certified without qualification by KPMG, LLP or any other independent certified public accounting firm satisfactory to Agent in its Permitted Discretion and accompanied by related management letters, if available.

(ii) Quarterly Statements. Within forty-five (45) calendar days after the end of each fiscal quarter of the Parent and its Consolidated Subsidiaries (other than the last fiscal quarter of each fiscal year), unaudited consolidated and consolidating financial statements of Loan Parties and their Consolidated Subsidiaries consisting of a balance sheet and statements of income, retained earnings and cash flows and owners’ equity as of the end of the immediately preceding fiscal quarter.

(iii) Monthly Statements. Within thirty (30) calendar days after the end of each calendar month, unaudited financial statements (including a balance sheet and cash flow and income statements) showing the financial condition and results of operations of the Parent and its Consolidated Subsidiaries as of the end of each such month and for the then elapsed portion of the current fiscal year, together with comparisons to the corresponding periods in the preceding year and the budget for such periods, accompanied by a certificate of an officer that such financial statements have been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

(iv) Format; Management Report; Certificate of Compliance: Each balance sheet, operations statement and cash flow statement furnished to Agent or

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Purchasers pursuant to subsections (i) and (ii) of this 7.1(e) will be furnished by an electronic means in Excel spreadsheet format containing such line items and other formatting requirements as may be reasonably specified by Agent. Each financial statement furnished to Agent pursuant to subsections (i) and (ii) of this Section 7.1(e) shall be accompanied by (A) a written narrative report by the management of the Loan Parties explaining material developments and trends in the Business and such financial statements and (B) a written certificate signed by the Loan Parties’ chief financial officer to the effect that no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Loan Parties to remedy the same, and a compliance certificate in the form of Exhibit F showing the Loan Parties’ compliance with the covenants set forth in Section 7.3.

(v) Accountant Reports. Promptly upon the receipt thereof, copies of all reports, if any, submitted to the Loan Parties by independent certified public accountants in connection with each annual, interim or special audit or review of the financial statements of the Loan Parties made by such accountants, including but not limited to, any comment letter submitted by such accountants to management in connection with any annual review.

(vi) Projections. On or prior to the Closing Date and for each fiscal year of the Loan Parties thereafter not less than thirty (30) calendar days prior to the commencement of such fiscal year, consolidated and consolidating month by month projected operating budgets, projections, profit and loss statements, income statements, balance sheets and cash flow reports of and for the Loan Parties for such upcoming fiscal year (including an income statement for and a balance sheet as at the end of each month), and annual projections for the period commencing each such fiscal year of the Loan Parties through the sooner of five (5) years from such date and March 31, 2011, in each case prepared in accordance with GAAP consistently applied with prior periods (subject to lack of footnotes and year-end adjustments); and within ten (10) days after any material update or amendment of any such plan or forecast, a copy of such update or amendment, including a description of and reasons for such update or amendment. Each such projection, update or amendment shall be accompanied by a written certificate signed by the Loan Parties’ chief financial officer to the effect that it has been prepared on the basis of the Loan Parties’ historical financial statements and records, together with the assumptions set forth in such projection and that it reflects expectations, after reasonable analysis, of the Loan Parties’ management as to the matters set forth therein.

(vii) Borrowing Base Certificate. Upon delivery to the Senior Lenders, a copy of each Monthly Borrowing Base Certificate as defined in, and as required by Section 6.1(a), of the Senior Credit Agreement.

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(viii) Additional Information. Promptly, from time to time, such other information regarding the compliance by the Loan Parties with the terms of this Agreement and the other Purchase Documents or the affairs, operations or condition (financial or otherwise) of the Loan Parties as Agent or Required Purchasers may reasonably request and that is capable of being obtained, produced or generated by the Loan Parties or of which the Loan Parties have knowledge, including, without limitation, all 10-Ks, 10-Qs and other reports and filings made by any Loan Party to the SEC.

(f) Notices. Promptly, and in any event upon the earlier to occur of (x) (5) Business Days after any Loan Party or any authorized officer of any Loan Party obtains knowledge thereof, and (y) ten (10) Business Days after the occurrence, notify Agent in writing of (i) any pending or threatened litigation, suit, investigation, arbitration, dispute resolution proceeding or administrative or regulatory proceeding brought or initiated by or against any Loan Party or otherwise affecting or involving or relating to any Loan Party or any Loan Party’s property or assets to the extent (A) the amount in controversy exceeds $250,000 individually or $500,000 in the aggregate for all such events, or (B) to the extent any of the foregoing seeks injunctive relief against a Loan Party which could reasonably be expected to be, have or result in a Material Adverse Effect, (ii) any Default or Event of Default, which notice shall specify the nature and status thereof, the period of existence thereof and what action is proposed to be taken with respect thereto, (iii) any other development, event, fact, circumstance or condition that could reasonably be expected to be, have or result in a Material Adverse Effect, in each case describing the nature and status thereof and the action proposed to be taken with respect thereto, (iv) any matter(s) in the amount of $250,000, individually or $500,000 in the aggregate, in existence at any one time adversely affecting the value, enforceability or collectability of any of the Collateral, (v) any notice given or received by any Loan Party to or from any other lenders of Indebtedness of any such Loan Party in the amount of not less than $250,000 individually or $500,000 in the aggregate, and shall furnish to Agent a copy of such notice, (vi) receipt of any notice or request from any Governmental Authority regarding any liability or claim of liability in the amount equal to or exceeding $250,000 individually or $500,000 in the aggregate, (vii) receipt of any notice by any Loan Party regarding termination of any lease of real property (other than by expiration of the term) or any senior executive, (viii) if any Account or other Collateral becomes evidenced or secured by an Instrument or Chattel Paper, (ix) the filing, recording or assessment of any federal, state, local or foreign tax liens securing an amount of not less than $250,000 individually or $500,000 in the aggregate against the Collateral or any Loan Party, (x) any action taken or threatened to be taken by any Governmental Authority (or any notice of any of the foregoing) with respect to any Loan Party which could reasonably be expected to be, have or result in a Material Adverse Effect or with respect to any Collateral, (xi) any change in the corporate or legal name or the organization identification number of any Loan Party, (xii) the loss, termination or expiration of any contract to which any Loan Party is a party or by which its properties or assets are subject or bound, which could reasonably be expected to be, have or result in a Material Adverse Effect, (xiii) any event or occurrence affecting any Foreign Government Scheme or Arrangement or Foreign Plan, (xiv) as soon as possible, and in any event within thirty (30) days after the Loan Parties know or have reason to know thereof, notice of (A) the establishment by the Loan Parties of any Plan, (B) the commencement by the Loan

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Parties of contributions to a Multiemployer Plan, (C) any failure by the Loan Parties or any of their ERISA Affiliates to make contributions required by Section 302 of ERISA (whether or not such requirement is waived pursuant to Section 303 of ERISA), or (D) the occurrence of any Reportable Event with respect to any Plan or Multiemployer Plan for which the reporting requirement is not waived, together with a statement of an officer setting forth details as to such Reportable Event and the action which the Loan Parties propose to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if any such notice was provided by the Loan Parties, and (ii) promptly after receipt thereof, a copy of any notice the Loan Parties may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Multiemployer Plan, or to appoint a trustee to administer any Plan or Multiemployer Plan, and/or (xv) promptly after receipt thereof, a copy of any notice of withdrawal liability from any Multiemployer Plan.

(g) Consents. Obtain and deliver to Agent from time to time all required consents, approvals and agreements from such third parties as Agent shall determine are necessary or desirable in its Permitted Discretion and that are satisfactory to Agent in its Permitted Discretion with respect to (i) the Purchase Documents and the transactions contemplated thereby, (ii) claims against any Loan Party or the Collateral, and/or (iii) any agreements, consents, documents or instruments to which any Loan Party is a party or by which any properties or assets of any Loan Party or any of the Collateral is or are bound or subject, including, without limitation, Landlord Waivers and Consents with respect to leases.

(h) Shareholder/Partner Reports and Government Filings. Furnish to Agent, concurrently with the sending or filing thereof, a copy of any proxy statements, financial statements or reports which Parent has made available to its shareholders in their capacity as shareholders and a copy of any regular material, periodic and special reports or registration statements which any Loan Party files with the Securities and Exchange Commission, any stock exchange or any Governmental Authority.

(i) Intellectual Property. Furnish to Agent within thirty (30) calendar days after June 30 and December 31 of each year, a report specifying any material Intellectual Property interests acquired by, obtained by, or licensed to any Loan Party during the six (6)-month period then ended, and shall deliver to Agent, within ten (10) Business Days, documentation to perfect Agent’s, for its benefit and the benefit of the Purchasers, Lien in such Intellectual Property, in each case in form and substance acceptable to Agent in its Permitted Discretion.

(j) Payroll Taxes. Without limiting or being limited by any other provision of any Purchase Document, retain and use a third-party acceptable to Agent in its Permitted Discretion to process, manage and pay the payroll taxes of the Loan Parties and shall cause to be delivered to Agent within fifteen (15) calendar days after the end of each calendar month, a report of such payroll taxes of the Loan Parties for the immediately preceding calendar month and evidence of payment thereof. Agent acknowledges and agrees that ADP Payroll Services, Inc., the current provider of such services to the Loan Parties, is acceptable as of the date hereof.

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(k) Intentionally Omitted.

(l) Board Meetings. Provide Agent with written notice of each regular meeting of Parent’s Board of Directors at least thirty (30) days in advance of such meeting and prior written notice of each special meeting of Parent’s Board of Directors at least seven (7) days in advance of such meeting, but in any case such notice shall be delivered no later than the date on which the members of the Board of Directors are notified of such meeting. In addition, Parent will send Agent copies of all reports and materials provided to members of the Board of Directors at meetings or otherwise.

(m) ERISA. Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating thereto and furnish to Agent and if so requested by them in writing, Purchasers (i) as soon as possible, and in any event within thirty (30) days after the Loan Parties know or have reason to know thereof, notice of (A) the establishment by the Loan Parties of any Plan, (B) the commencement by the Loan Parties of contributions to a Multiemployer Plan, (C) any failure by the Loan Parties or any of their ERISA Affiliates to make contributions required by Section 302 of ERISA (whether or not such requirement is waived pursuant to Section 303 of ERISA), or (D) the occurrence of any Reportable Event with respect to any Plan or Multiemployer Plan for which the reporting requirement is not waived, together with a statement of an officer setting forth details as to such Reportable Event and the action which the Loan Parties propose to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if any such notice was provided by the Loan Parties, and (ii) promptly after receipt thereof, a copy of any notice the Loan Parties may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Multiemployer Plan, or to appoint a trustee to administer any Plan or Multiemployer Plan, and (iii) promptly after receipt thereof, a copy of any notice of withdrawal liability from any Multiemployer Plan.

(n) Maintaining Records; Access to Premises and Inspections. Maintain financial records in accordance with generally accepted practices and, upon reasonable notice, at all reasonable times (and at any time after the occurrence and during the continuation of a Default or Event of Default), permit any authorized representative designated by Agent to visit and inspect the properties and financial records of the Loan Parties and to make extracts from such financial records, and permit any authorized representative designated by Agent or any Purchasers to discuss the affairs, finances and conditions of the Loan Parties with the Loan Parties’ chief financial officer and such other officers as the Loan Parties shall deem appropriate, and the Loan Parties’ independent public accountants. The Loan Parties will pay, on demand, all out-of-pocket expenses and other reasonable costs and expenses incurred by or on behalf of Agent, including, without limitation, reasonable fees, costs, client charges and expenses of counsel for Agent, accounting due diligence periodic field audits, physical counts, valuations, investigations, searches and filings, monitoring of assets, appraisals of the Collateral, title searches and reviewing environmental assessments, miscellaneous disbursements, examination, travel, lodging and meals, arising from or related to these inspections. Such inspections shall not take place more than three times per calendar year unless an Event of Default exists and is continuing.

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(o) Board of Directors.

(i) The Parent’s Board of Directors shall meet at least once per calendar quarter. If ACAS has a member of the Board of Directors of Parent, such ACAS director shall receive the same compensation as any director designated by Wingate that is an employee of Wingate and, in any case, shall receive reimbursement for reasonable out-of-pocket expenses from the Parent incurred in connection with attendance at Board of Directors, committee and stockholder meetings

(ii) In the event ACAS does not have at least one member of the Board of Directors of Parent, Agent may designate one observer, without voting rights, who will be entitled to attend all meetings of the Parent’s Board of Directors (including committees) and stockholders. Any observer designated by Agent shall be entitled to notice of all meetings of the Parent’s Board of Directors (including committee meetings) and to information provided to Directors. Such observer shall receive the same compensation as any director designated by Wingate that is an employee of Wingate and, in any case, shall receive reimbursement for reasonable out-of-pocket expenses from the Parent incurred in connection with attendance at Board of Directors, committee and stockholder meetings.

(iii) The Board of Directors shall maintain an audit committee, which shall be comprised of directors who are not otherwise employed by the Loan Parties.

(p) Subsidiaries. Own, directly or indirectly, no less than 100% of the issued and outstanding equity of each Consolidated Subsidiary.

(q) Collateral Documents. Subject to the terms of the Senior Subordination Agreement,

(i) On demand by Agent in its Permitted Discretion, each Loan Party shall make available to Agent copies of any and all documents, instruments, materials and other items that relate to, secure, evidence, give rise to or generate or otherwise involve Collateral, including, without limitation, Accounts and Inventory of such Loan Party. Each Loan Party shall (i) execute, obtain, deliver, file, register and/or record any and all financing statements, continuation statements, similar statements and instruments, stock powers, instruments and other documents, or cause the execution, filing, registration, recording or delivery of any and all of the foregoing, including, without limitation, deposit account agreements, that are necessary or required under law or otherwise or reasonably requested by Agent to be executed, filed, registered, obtained, delivered or recorded to create, maintain, perfect, preserve, validate or otherwise protect the pledge of the Collateral to Agent and Agent’s, for its benefit and the benefit of the Purchasers, perfected first priority (other than (x) a prior Lien granted to Senior Lender and (y) with respect to property or assets covered by Permitted Liens)

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Lien on the Collateral (and each Loan Party irrevocably grants Agent the right, at Agent’s option, to file any or all of the foregoing), (ii) maintain, or cause to be maintained, at all times, the pledge of the Collateral to Agent and Agent’s, for its benefit and the benefit of the Purchasers, first priority (other than (x) a prior Lien granted to Senior Lender and (y) with respect to property or assets covered by Permitted Liens) and perfected Lien on the Collateral, and (iii) defend the Collateral and Agent’s, for its benefit and the benefit of the Purchasers, first priority (other than (x) a prior Lien granted to Senior Lender and (y) with respect to property or assets covered by Permitted Liens) and perfected Lien thereon against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to Agent, and pay all costs and expenses (including, without limitation, in-house documentation and diligence fees and legal expenses and reasonable attorneys’ fees and expenses) in connection with such defense, which shall be added to the Obligations.

(ii) If, after the date hereof, any Loan Party shall (A) obtain any registered Trademark, Patent or Copyright, or apply for any such registration in the United States Patent and Trademark Office, the United States Copyright Office or in the Canadian Intellectual Property Office, as applicable, or in any similar office or agency in the United States, any State thereof, any political subdivision thereof or in any other country, including, without limitation, Canada, or any province or other political subdivision thereof, or (B) becomes the owner of any Trademark, Patent or Copyright registrations or applications for Trademark, Patent or Copyright registration used in the United States or any State thereof, political subdivision thereof or in any other country, including, without limitation, Canada, the provisions of Section 7.1(q)(ii) hereof shall automatically apply thereto. Upon the request of Agent, the Loan Parties shall promptly execute and deliver to Agent any and all assignments, agreements, instruments, documents and such other papers as may be requested by Agent in its Permitted Discretion to evidence the security interest in and conditional assignment of such Trademark, Patent or Copyright, as the case may be, in favor of Agent (for the benefit of itself and the Purchasers). The Loan Parties shall: (1) prosecute diligently any Trademark, Patent or Copyright application at any time pending; (2) make application for registration or issuance of all new Trademarks, Patents and Copyrights as reasonably deemed appropriate by such Loan Party; (3) preserve and maintain all rights in the Intellectual Property (except such items of Intellectual Property as are no longer deemed necessary for or material to the conduct of the businesses of the Loan Parties in the reasonable business judgment of the Loan Parties); and (4) use their best efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to such Intellectual Property. The Loan Parties shall not abandon any right to file a material Trademark, Patent or Copyright application nor shall the Loan Parties abandon any material pending Trademark, Patent or Copyright application, or material Trademark, Patent or Copyright without the prior written consent of Agent.

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(iii) Upon Agent’s request, the Loan Parties shall (A) make available to Agent the original certificates of title for the Loan Parties’ owned motor vehicles for which a certificate of title has been issued and (B) promptly execute such forms as required by Agent to register Agent’s (for the benefit of itself and the Purchasers) liens on such certificates of title.

(iv) Without limiting the generality of the foregoing and except as otherwise approved in writing by Agent, but subject to Section 7.1(q)(v), (A) each Loan Party shall cause its Subsidiaries (other than Foreign Subsidiaries which are not Canadian Loan Parties) to guaranty the obligations of Loan Parties and to cause each such Subsidiary to grant to Agent, for the benefit of itself and Purchasers, a security interest in all of such Subsidiary’s Property to secure such guaranty, (B) Parent shall pledge the equity interests in US Loan Party to Agent, for the benefit of itself and Purchasers, to secure the obligations hereunder and under the other Purchase Documents, (C) Parent shall pledge, or cause to be pledged, the equity interests in Canadian Loan Party to Agent, for the benefit of itself and Purchasers, to secure the obligations pursuant and related to the Canadian Notes, and (D) each Loan Party shall pledge the stock and other equity interest and securities of each of its Consolidated Subsidiaries (other than Foreign Subsidiaries which are not Canadian Loan Parties) to Agent, for the benefit of itself and Purchasers, to secure the obligations hereunder and under the other Purchase Documents. In furtherance thereof, each such Subsidiary of a Loan Party shall become a party to such of the Purchase Documents, including this Agreement, as Agent shall determine.

(v) Notwithstanding anything to the contrary contained in this Section 7.1(q), no Foreign Subsidiary of US Loan Party constituting a “controlled foreign corporation,” as defined in Section 957 of the Code, shall be required to deliver any guaranty of the obligations pursuant and related to the US Notes or grant a security interest in any of its Property to secure any such guaranty, and neither US Loan Party nor any of its Subsidiaries shall be required to pledge voting equity securities constituting more than sixty-five percent (65%) (or other applicable greater percentage) of the total combined voting power of all classes of voting equity securities of any such Foreign Subsidiary of US Loan Party as security for the obligations under, and related to, the US Notes, to the extent, in any such case, such guaranty or granting, or a pledge of additional equity securities, would result in material and adverse tax consequences to US Loan Party under Section 956 of the Code as determined by Agent and the Required Purchasers in their Permitted Discretion.

(r) Taxes and Other Charges.

(i) All payments and reimbursements to Agent, for its own account and/or for the benefit of Purchasers, or any Purchaser made under any Purchase Document shall be free and clear of and without deduction for all taxes, levies, imposts, deductions, assessments, charges or withholdings, and all liabilities with respect thereto of any nature whatsoever, excluding (A) taxes to the extent imposed on a Purchaser’s net income, (B) any withholding taxes imposed on

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amounts payable to a Purchaser at the time such Purchaser becomes a party to this Agreement, except to the extent such Purchaser’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from Loan Parties with respect to such Non-Excluded Taxes pursuant to this Section 7.1(r), and (C) any withholding taxes imposed on amounts payable by the Canadian Loan Parties to Purchasers (provided, that, this clause (C) shall not exclude any amounts that may be payable by Loan Parties to Purchasers from time to time due to the operation of paragraph (ii) below). If any Loan Party shall be required by law to deduct any such non-excluded taxes, levies, imposts, deductions, assessments, charges or withholdings and all other liabilities with respect thereto (collectively, “Non-Excluded Taxes”) from or in respect of any sum payable under any Purchase Document to Agent, for its own account and/or for the benefit of Purchaser, or any Purchaser, then the sum payable to Agent, for its own account and/or for the benefit of Purchaser, or such Purchaser shall be increased as may be necessary so that, after making all such required deductions, Agent and each Purchaser receives an amount equal to the sum it would have received had no such deductions been made.

(ii) Notwithstanding any other provision of any Purchase Document, if at any time after the Closing (x) any change in any existing law, regulation, treaty (including, without limitation, the Convention between Canada and the United States of America with respect to Taxes on Income and on Capital or directive or in the interpretation or application thereof, (y) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (z) compliance by Agent or any Purchaser with any request or directive (whether or not having the force of law) from any Governmental Authority: (A) subjects Agent or such Purchaser to any tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever with respect to any Purchase Document, or changes the basis of taxation of payments to Agent, for its own account and/or for the benefit of Purchaser, of any amount payable thereunder (except for net income taxes imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent and/or each Purchaser), or (B) imposes on Agent or Purchaser any other condition or increased cost in connection with the transactions contemplated thereby or participations therein; and the result of any of the foregoing is to increase the cost to Agent or Purchaser of making or continuing or maintaining any Loan hereunder or to reduce any amount receivable hereunder, then, in any such case, the Loan Parties shall promptly pay to Agent, for its own account and/or for the benefit of Purchaser, any additional amounts necessary to compensate Agent and each Purchaser, on an after-tax basis, for such additional cost or reduced amount as determined by Agent and/or such Purchaser. If Agent or any Purchaser becomes entitled to claim any additional amounts pursuant to this Section 7.1(r) it shall reasonably promptly after obtaining knowledge thereof notify Loan Parties of the event by reason of which Agent or such Purchaser has become so entitled, and each such notice of additional amounts payable pursuant to this Section 7.1(r) submitted by Agent or such Purchaser to the Loan Parties shall, absent manifest error, be final, conclusive and binding for all purposes.

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(s) Future Leases; Future Real Estate.

(i) Concurrently with the execution or assumption by any Loan Party, as lessee, of any material lease pertaining to real property, such Loan Party shall deliver to Agent (A) an executed copy thereof, (B) at the option of Agent, either a leasehold mortgage upon or a collateral assignment of such lease in favor of Agent, in either case in form and substance reasonably acceptable to Agent, (C) a Landlord Waiver and Consent from the landlord under such lease, (D) at the option of Agent, a lender’s policy of title insurance, in such form and amount and containing such endorsements as shall be reasonably satisfactory to Agent, insuring the Lien of such leasehold mortgage or collateral assignment of lease, together with a survey of such real property, which survey shall be of a recent enough date and in sufficient detail so as to permit the title company issuing such policy to eliminate any survey exceptions to such policy and (E) such other documents and assurances with respect to such real property as Agent may require in its Permitted Discretion.

(ii) The applicable Loan Party shall deliver to Agent concurrently with the (A) execution by any Loan Party of any contract relating to the purchase by such Loan Party of real property, an executed copy of such contract and (B) closing of the purchase of such real property, (1) a mortgage or deed of trust (subject only to a prior Lien granted to Senior Lender) in favor of Agent on such real property, in form and substance reasonably acceptable to Agent, (2) a lender’s policy of title insurance, in such form and amount and containing such endorsements as shall be satisfactory to Agent in its Permitted Discretion, (3) a survey of such real property, which survey shall be of a recent enough date and in sufficient detail so as to permit the title company issuing such policy to eliminate any survey exceptions to such policy and (4) such other documents and assurances with respect to such real property as Agent may require in its Permitted Discretion.

(t) Canadian Pension Plans and Benefit Plans.

(i) For each existing, or hereafter adopted, Canadian Pension Plan and Canadian Benefit Plan, each Loan Party shall in a timely fashion comply with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan or Canadian Benefit Plan, including under any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations)

(ii) All employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan shall be paid or remitted by each Loan Party in a timely fashion in accordance with the terms thereof, any funding agreements and all applicable laws.

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(iii) The Loan Parties shall deliver to Agent (1) if requested by Agent, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan as filed with any applicable Governmental Authority; (2) promptly after receipt thereof, a copy of any direction, order, notice, ruling or opinion that any Loan Party may receive from any applicable Governmental Authority with respect to any Canadian Pension Plan; and (3) notification within 30 days of any increases having a cost to one or more of the Loan Parties in excess of $100,000 per annum in the aggregate, in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or the commencement of contributions to any such plan to which any Loan Party was not previously contributing.

(u) Process Operations.

(i) Within three months following the Closing Date, Loan Parties will revise the process for accounts receivable invoice credits and rebills so that the rebilled invoices age based on the original invoice date.

(ii) Within six months following the Closing Date, Loan Parties and Wingate will engage Impact Innovations Group or similar third party firm to review the Loan Parties’ management information systems, including financial reporting systems.

(iii) Within six months following the Closing Date, the Loan Parties and Wingate will revise the Loan Parties’ financial reporting systems in the US and Canada so that such systems shall utilize a consistent general ledger chart of accounts.

(iv) Within 12 months following the Closing Date, the third party hired to evaluate the Loan Parties’ management information systems will present its findings and recommendations in a written report that will be shared with the Loan Parties’ Agent, Purchasers and Senior Lender.

(v) Within 18 months following the Closing Date, Loan Parties and Wingate will revise the Loan Parties’ financial reporting systems in the United States and Canada to provide for consistent percentage of completion methodology (clauses (i) through (v) of this Section 7.1(u) shall be referred to as the “Process Covenants”).

(v) Dissolution of Subsidiaries.

(i) With respect to the Subsidiaries of the Loan Parties set forth on the “Subsidiary Dissolution Schedule” attached hereto as Schedule 7.1(v), not later than April 30, 2004, the Loan Parties shall have filed such documents to commence the dissolution and winding up of such companies. In addition, the Loan Parties will pursue such dissolution and winding up on a timely basis and will provide Agent with updates on the status thereof upon request.

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(ii) Not later than June 30, 2004, the Loan Parties shall have closed on the divestiture of the Middle East operations with a minimum of $2,500,000 in Net Proceeds.

(w) Landlord Waivers and Consents. Furnish to Agent within five (5) calendar days after the end of each calendar month, commencing for the month ended May 31, 2004, a report specifying the aggregate fair market value of the Collateral located at all leased locations for which a Landlord Waiver and Consent has not been obtained, in form and substance acceptable to Agent in its Permitted Discretion.

(x) Premium Financing. Not later than September 30, 2004, the Loan Parties shall have provided that all Permitted Indebtedness incurred in connection with the financing of insurance premiums complies with the provisions of Section 7.2(a)(xv) of this Agreement.

(y) Good Standing. Not later than April 30, 2004, the Loan Parties shall have provided to Agent original certified articles of incorporation and/or certificates of status or good standing (or its foreign jurisdiction equivalent) issued by the applicable Governmental Authority for (i) the Parent in Alaska, Georgia, Illinois, New Hampshire and Virginia, (ii) Borza Inspections Ltd. in Alberta, Canada, (iii) Commonwealth Seager Holdings Ltd. in Alberta, and (iv) Corrpro Canada, Inc. in Alberta, Manatoba, New Brunswick, Newfoundland, Ontario and Saskatchewan, Canada.

(z) Third Party Consents. Not later than April 30, 2004, the Loan Parties shall have provided to Agent written change of control consents for the 140 M Street, S.E., Washington D.C. and 610 Brandywine Parkway, West Chester, Pennsylvania locations in form and substance satisfactory to Agent in its Permitted Discretion.

7.2. Negative Covenants. The Loan Parties, jointly and severally, covenant that, so long as all or any part of the principal amount of the Notes or any interest thereon shall remain outstanding:

(a) Indebtedness. None of the Loan Parties shall create, incur, assume guarantee or be or remain liable for, contingently or otherwise, or suffer to exist any Indebtedness, except:

(i) Indebtedness under this Agreement;

(ii) Indebtedness of the Loan Parties under the Senior Financing as renewed or modified as permitted by and, to which payment under the Notes is subordinated under, the terms of the Senior Subordination Agreement;

(iii) Indebtedness of the Loan Parties incurred in the ordinary course of business with respect to customer deposits, trade payables and other unsecured current liabilities not the result of borrowing and not evidenced by any note or other evidence of indebtedness;

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(iv) any Indebtedness of the Loan Parties set forth on Schedule 7.2(a) and replacements thereof; provided, that, the principal amount, interest rate or fees thereon are not increased and the maturity and weighted average life thereof are not shortened;

(v) Indebtedness of the Loan Parties not to exceed $250,000 in the aggregate at any time outstanding consisting of Capitalized Lease Obligations;

(vi) Indebtedness of the Loan Parties incurred after the Closing Date pursuant to purchase money Liens permitted by Section 7.2(b); provided, that the aggregate amount thereof outstanding at any time shall not exceed $250,000;

(vii) other Subordinated Debt to the extent permitted by Section 7.3 of this Agreement or as otherwise consented to in writing by the Purchasers;

(viii) Intercompany Indebtedness arising from loans made by a US Loan Party or any of its Domestic Wholly-Owned Subsidiaries to another US Loan Party or any Domestic Wholly-Owned Subsidiaries of a US Loan Party; provided that the obligations of each obligor shall be evidenced by notes, the sole originally executed counterparts of which shall be pledged to Agent, for the benefit of Purchasers, as security for the obligations hereunder and have such other terms as the Agent may require and any such notes shall be secured by a first priority (subject only to Liens in favor of Senior Lenders) Lien in all Property of the relevant Loan Party or Subsidiary, as the case may be, on terms and conditions satisfactory to Agent, and such Lien shall have been assigned to Agent, for the benefit of Purchasers, in form and substance satisfactory to Agent, and Agent shall have received such agreements, documents, instruments and opinions requested by Agent in its Permitted Discretion in respect thereof;

(ix) Indebtedness arising from loans made by a Canadian Loan Party or any of its Wholly-Owned Subsidiaries to any other Loan Party; provided that the obligations of each obligor shall be evidenced by notes, the sole originally executed counterparts of which shall be pledged to Agent, for the benefit of Agent and Purchasers, as security for the obligations hereunder and have such other terms as the Agent may require and any such notes shall be secured by a first priority (subject only to Liens in favor of Senior Lenders) Lien in all Property of the relevant Loan Party or Subsidiary, as the case may be, on terms and conditions satisfactory to Agent, and such Lien shall have been assigned to Agent, for the benefit of Purchasers, in form and substance satisfactory to Agent, and Agent shall have received such agreements, documents, instruments and opinions requested by Agent in its Permitted Discretion in respect thereof;

(x) Contingent Obligations permitted under Section 7.2(c);

(xi) Indebtedness for the deferred purchase price of property due less than six months from the incurrence of such indebtedness.

(xii) trade accounts payable and accrued obligations (other than for borrowed money) which are not aged more than one hundred twenty (120)

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calendar days from the billing date or thirty (30) days from the due date, in each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by appropriate and lawful proceedings and such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by such Loan Party’s independent accountants shall have been reserved to the satisfaction of Agent in its Permitted Discretion;

(xiii) Indebtedness in respect of taxes, assessments, governmental charges or levies, claims of customs authorities and claims for labor, worker’s compensation, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 7.2(b);

(xiv) Indebtedness in respect of judgments or awards under circumstances not giving rise to a Default or Event of Default;

(xv) Indebtedness incurred in connection with the financing of insurance premiums in the ordinary course of business; provided that the agreement evidencing such Indebtedness (a “Premium Financing Agreement”) must be in form and substance satisfactory to Agent in its Permitted Discretion and must provide that (A) the lender providing such financing (the “Premium Lender”) shall give 30 days written notice to Agent prior to effecting any cancellation of the financed policies (which notice must specify the nature of the default and actions necessary to cure), (B) Agent and Purchasers shall have the right, but not the obligation, to cure such default and the Premium Lender shall accept such payments to cure such default, (C) the Premium Lender shall notify Agent prior to any assignment of the Premium Financing Agreement and any such assignee must agree to the provisions required hereby and (D) Agent and Purchasers are deemed to be third party beneficiaries under the Premium Financing Agreement;

(xvi) other Indebtedness not to exceed $500,000 in the aggregate at any time outstanding.

(b) Negative Pledge; Liens. The Loan Parties shall not create, incur, assume or suffer to exist any Lien of any kind on any of their properties or assets of any kind, except the following (collectively, “Permitted Liens”):

(i) Liens created in connection with the Purchase Documents or otherwise arising in favor of Agent, for the benefit of the Purchasers;

(ii) Liens created in connection with the Senior Financing, which Liens Purchaser has subordinated to on terms of the Senior Subordination Agreement;

(iii) Liens imposed by law for taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate

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reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Agent in its Permitted Discretion;

(iv) (i) statutory Liens of landlords, and of carriers, warehousemen, mechanics and/or materialmen, and (ii) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case of the foregoing clauses (i) and (ii) only for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Agent in its Permitted Discretion;

(v) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations which are not delinquent for more than 90 days or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person to the satisfaction of Agent in its Permitted Discretion;

(vi) purchase money Liens securing Indebtedness permitted under Section 7.2(a)(v) and Liens arising under Capital Leases permitted under Section 7.2(a)(vi), in each case to the extent such Liens attach only to the subject Property;

(vii) any attachment or judgment Lien not otherwise constituting an Event of Default;

(viii) easements, rights of way, restrictions, zoning ordinances, reservations, covenants and other similar charges, title exceptions or encumbrances relating to real property of the Loan Parties that do not interfere in any material respect with the ordinary conduct of the Business of the Loan Parties or result in material diminution in value of the Collateral; and

(ix) Liens listed on the Permitted Encumbrances Schedule attached hereto as Schedule 7.2(b).

(c) Contingent Liabilities. The Loan Parties shall not become liable for any Guaranties, except (a) those resulting from endorsement of negotiable instruments for collection in the ordinary course of business; (b) those arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies; (c) those arising with respect to customary indemnification obligations incurred in connection with asset sales; (d) those incurred in the ordinary course of business and consistent with past practices with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations; (e) guarantees of

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performance by a Consolidated Subsidiary incurred in the ordinary course of business and consistent with past practices; (f) those incurred with respect to Indebtedness permitted by Section 7.2(a) provided that any such Contingent Obligation is subordinated to the obligations hereunder to the same extent as the Indebtedness to which it relates is subordinated to the obligations hereunder and (g) those arising under indemnification obligations under sale agreements in effect as of the date hereof and set forth on Schedule 7.2(c). No Loan Party shall assume or become subject to any risks or liabilities other than those relating to its respective Business.

(d) Leases. At no point shall the sum of the aggregate amount of annualized payments on operating leases during any Fiscal Year exceed $6,000,000.

(e) Capital Expenditures. The Loan Parties shall not make or commit to make any payments in any Fiscal Year on account of the purchase or lease of any assets that if purchased would constitute fixed assets or that if leased would constitute a Capitalized Lease Obligation, that in the aggregate would cost more than $1,375,000 during the Fiscal Year ended March 31, 2004, $1,650,000 during the Fiscal Year ended March 31, 2005, $1,925,000 during the Fiscal Year ended March 31, 2006, and $2,200,000 during the Fiscal Year ended March 31, 2007 and thereafter.

(f) Mergers, etc. The Loan Parties shall not merge into or consolidate or combine with any other Person, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all or any part of the property or assets of any Person other than purchases or other acquisitions of inventory, materials, leases, property and equipment in the ordinary course of business; except that (i) any US Loan Party or any of its Domestic Wholly-Owned Subsidiaries may merge or amalgamate with, purchase, own, hold, invest in or otherwise acquire any obligations or stock or securities of, or any other interest in, or all or substantially all of the assets of, any other US Loan Party or any Domestic Wholly-Owned Subsidiaries of a US Loan Party and (ii) any Canadian Loan Party or any of its Wholly-Owned Subsidiaries may merge or amalgamate with, purchase, own, hold, invest in or otherwise acquire any obligations or stock or securities of, or any other interest in, or all or substantially all of the assets of, any other Canadian Loan Party or any of its Canadian Subsidiaries. Except as expressly permitted by the Security Documents and except with respect to Permitted Dispositions, the Loan Parties shall not sell, transfer or otherwise dispose of any of its assets, including the Collateral under the respective Security Documents.

(g) Affiliate Transactions. The Loan Parties shall not make any loan or advance to any director, officer or employee of the Loan Parties or any Affiliate, or enter into or be a party to any transaction or arrangement with any Affiliate of the Loan Parties, including, without limitation, the purchase from, sale to or exchange of property with, any merger or consolidation with or into, or the rendering of any service by or for, any Affiliate, except (i) pursuant to the reasonable requirements of the Loan Parties’ business and upon fair and reasonable terms no less favorable to the Loan Parties than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, (ii) the payment of a one-time closing fee pursuant to the terms of the Investment Documents in an amount not to exceed $500,000, (iii) a management or similar fee to

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Wingate in an amount not to exceed $400,000 per annum and subject to the terms of the Management Fee Subordination Agreement; provided, that, no such payment of management or other similar fees shall be made if a Default or Event of Default has occurred and is continuing or would result from such payment after giving effect thereto and provided further that the Loan Parties may pay previously accrued and unpaid management or similar fees to Wingate, and (iv) the Annual Corporate Charge.

(h) Dividends and Stock Purchases. The Loan Parties shall not directly or indirectly: declare or pay any dividends or make any distribution of any kind on their outstanding capital stock or any other payment of any kind to any of their stockholders or its Affiliates (including any redemption, purchase or acquisition of, whether in cash or in property, securities or a combination thereof, any partnership interests or capital accounts or warrants, options or any of their other securities), or set aside any sum for any such purpose other than for such dividends, distributions or payments paid solely to other Loan Parties; provided, however, that this Section 7.2(h) shall not apply to Permitted Distributions, stock purchases pursuant to Article 10 hereof or management fees and other payments permitted under Section 7.2(g) above.

(i) Advances, Investments and Loans. The Loan Parties shall not purchase, or hold beneficially any stock, other securities or evidences of Indebtedness of, or make or permit to exist any loan, Guaranty or advance to, or make any investment or acquire any interest whatsoever in, any other Person (including, but not limited to, the formation or acquisition of any Subsidiaries), except:

(i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than six months from the date of acquisition;

(ii) United States dollar-denominated time deposits, certificates of deposit and bankers acceptances of any bank or any bank whose short-term debt rating from Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. (“S&P”), is at least A-2 or the equivalent or from Moody’s Investors Service, Inc. (“Moody’s”) is at least P-2 or the equivalent with maturities of not more than six months from the date of acquisition;

(iii) commercial paper with a rating of at least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s maturing within six months after the date of acquisition;

(iv) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

(v) Investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iv) above;

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(vi) deposit accounts maintained in accordance with any loan agreement evidencing the Senior Financing;

(vii) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(viii) receivables owing to the Loan Parties created or acquired in the ordinary course of business and payable on customary trade terms of the Loan Parties;

(ix) deposits made in the ordinary course of business consistent with past practices to secure the performance of leases or in connection with bidding on government contracts;

(x) loans to employees for the purpose of purchasing equity in Parent not to exceed $100,000 in the aggregate at any time outstanding and advances for business travel and similar temporary advances made in the ordinary course of business to officers, directors and employees, not to exceed $250,000 in the aggregate at any time outstanding;

(xi) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and

(xii) securities issued by other Loan Parties.

(j) Use of Proceeds. The Loan Parties shall not use any proceeds from the sale of the Notes hereunder, directly or indirectly, for the purposes of purchasing or carrying any “margin securities” within the meaning of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve Board or for the purpose of arranging for the extension of credit secured, directly or indirectly, in whole or in part by collateral that includes any “margin securities.”

(k) Stock Issuances. Except as permitted hereunder, pursuant to the Option Plans, or upon the exercise of the Warrant, the Existing Warrants and the Wingate Warrant, the Loan Parties shall not issue any capital stock or other equity interests or any options or warrants to purchase, or securities convertible into capital or equity interests or establish any stock appreciation rights or similar programs based on the value of the Loan Parties’ equity interests.

(l) Amendment of Charter Documents. The Loan Parties shall not amend, terminate, modify or waive or agree to the amendment, modification or waiver of any material term or provision of their respective Charter Documents, or Bylaws.

(m) Subsidiaries. None of the Loan Parties shall establish or acquire any Subsidiary.

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(n) Business. None of the Loan Parties shall engage, directly or indirectly, in any business other than the Business.

(o) Fiscal Year; Accounting. None of the Loan Parties shall change its Fiscal Year from ending on March 31^st or method of accounting (other than immaterial changes in methods), except as required by GAAP.

(p) Establishment of New or Changed Business Locations. None of the Loan Parties shall relocate its principal executive offices or other facilities or establish new business locations or store any Collateral at a location not identified to Agent on or before the date hereof, without providing not less than thirty (30) days advance written notice to Agent.

(q) Changed or Additional Business Names. None of the Loan Parties shall change its corporate name or establish new or additional trade names without providing not less than thirty (30) days advance written notice to Agent.

(r) Remuneration. The Loan Parties will not permit the aggregate amount of salary and other direct and indirect remuneration (including, but not limited to, employee benefits and professional, consulting and management fees and expenses and bonuses) paid or accrued by any of the Loan Parties during any fiscal year to or for the benefit of (a) Wingate or any successor of any of the foregoing persons or any member of any such person’s immediate family directly or indirectly in amounts not to exceed amounts permitted under Section 7.2(g)(iii) (except that no such direct or indirect remuneration shall be made at any time during the existence of any Event of Default) or (b) any other officer, director or member of management of any of the Loan Parties to exceed amounts which are reasonable and customary for employees or directors with similar responsibility and experience of other comparable companies in the same industry as the Loan Parties.

(s) Patriot Act. None of Wingate, any Loan Party or any Subsidiary of any Loan Party (i) is currently or will become a Person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079(2001)), (ii) will engage in any dealings or transactions prohibited by Section 2 of such executive order, or be otherwise associated with any such person in any manner violative of Section 2, or (iii) will otherwise become a Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other OFAC regulation or executive order

(t) Applications under CCAA. None of the Loan Parties shall file any plan of arrangement under the Companies’ Creditors Arrangements Act (Canada) (“CCAA Plan”) that provides for, or would permit directly or indirectly, the Agent or any Purchaser to be classified with any other creditor of any Loan Party for the purposes of such CCAA Plan or otherwise.

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(u) Transfer of Assets.

(i) No Loan Party shall (A) transfer any material portion of the Collateral, whether in one transaction or a series of transactions, to any leased location for which a Landlord Waiver and Consent has not been obtained or (B) at any time after May 31, 2004, maintain any books or records of any Loan Party at any leased location for which a Landlord Waiver and Consent has not been obtained or maintain any Collateral (except for movement of equipment, inventory and related assets for performance of services in the ordinary course of business) in excess of $100,000 in the aggregate at all leased locations for which a Landlord Waiver and Consent has not been obtained.

(ii) Except for movement of equipment, inventory and related assets for performance of services in the ordinary course of business, no Loan Party shall (A) with respect to Collateral owned by any US Loan Party move Collateral outside the United States, and (ii) with respect to Collateral owned by any Canadian Loan Party, move Collateral outside the United States or Canada. In addition, except for movement of equipment, inventory and related assets for performance of services in the ordinary course of business, the Loan Parties shall not transfer any Collateral with fair market value of more than $100,000, individually or in the aggregate, whether in one transaction or a series of transactions, to any location for which a Landlord Waiver and Consent has not been obtained, without the prior written consent of Agent.

7.3. Financial Covenants. The Loan Parties, jointly and severally, covenant that, so long as all or any part of the principal amount of the Notes or any interest thereon shall remain outstanding, they shall maintain, on a Consolidated basis at the end of each calendar quarter (each such date being a “Measurement Date”) beginning March 31, 2004:

(a) Leverage Ratio

As measured on each of the following test dates, the Leverage Ratio shall not exceed the respective maximum ratio set forth in the table below:

Measurement Date:	Maximum Leverage Ratio:
March 31, 2004, June 30, 2004 and September 30, 2004	5.500 to 1.0
December 31, 2004	5.225 to 1.0
March 31, 2005, June 30, 2005, September 30, 2005 and December 31, 2005	4.675 to 1.0
March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006	4.400 to 1.0
March 31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007	3.850 to 1.0
March 31, 2008, June 30, 2008, September 30, 2008 and December 31, 2008	3.300 to 1.0
March 31, 2009 and the end of each fiscal quarter thereafter	2.750 to 1.0

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(b) Minimum EBITDA

As measured on each of the following test dates for the twelve (12)-month period then ending taken as one accounting period, EBITDA for Loan Parties shall not be less than the respective minimum amount set forth in the table below:

Measurement Date:	Minimum EBITDA Level:
March 31, 2004, June 30, 2004, September 30, 2004, December 31, 2004 and March 31, 2005	$8,100,000
June 30, 2005, September 30, 2005 and December 31, 2005	$9,000,000
March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006	$9,225,000
March 31, 2007, June 30, 2007, September 30, 2008 and December 31, 2007	$9,450,000
March 31, 2008, June 30, 2008, September 30, 2008 and December 31, 2008	$9,900,000
March 31, 2009 and the end of each fiscal quarter thereafter	$10,800,000

(c) Fixed Charge Coverage Ratio

As measured on the last day of each fiscal quarter, the Fixed Charge Coverage Ratio shall not be less than 1.0 to 1.0.

Notwithstanding the foregoing, to the extent that the Loan Parties would otherwise violate any of the financial covenants set forth in this Section or in the Senior Credit Agreement, the Loan Parties may use the proceeds of Permitted Securities or Subordinated Debt permitted under Section 7.2 to prepay the Term Financing to avoid such a violation, in which case the proceeds received by the Loan Parties from such Permitted Securities or Subordinated Debt may be added to Net Income in the calculation of EBITDA for the applicable month to the extent necessary to avoid such violation and shall continue to apply with respect to such month for so long as such month is included in the applicable test period provided the following conditions precedent have been satisfied as determined by Agent in the Agent’s Permitted Discretion: (i) upon issuance of such Permitted Securities or Subordinated Debt, the Loan Parties notify Agent in writing that the proceeds of such Permitted Securities or Subordinated Debt constitute amounts to be applied under and in accordance with Section 7.3; (ii) such Permitted Securities or Subordinated Debt shall be made or incurred, as applicable, at any time during the applicable test period or thereafter but no later than ten (10) Business Days from the earlier to occur of (x) the date that the Loan Parties delivered to Agent a compliance certificate required pursuant to Section 7.1(c) or (y) the date that such compliance certificates are required to be delivered under Section 7.1(c);

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(iii) the proceeds of such Permitted Securities or Subordinated Debt are applied upon receipt to prepay the Term Financing and shall be due and payable within five (5) Business Days of the date it is determined that such proceeds are in excess of the deficiency; (iv) the amount of the proceeds of such Permitted Securities and Subordinated Debt does not exceed $1,000,000 in any fiscal year or $3,000,000 in the aggregate, (v) Parent has not exercised its rights under this Section 7.3 to cure a breach of any covenant in this Section due to a shortfall in EBITDA with respect to any such covenant for the immediately preceding fiscal quarter; (vi) no other Event of Default has occurred and is continuing; and (vii) the utilization by Loan Parties of such Permitted Securities or Subordinated Debt for purposes of avoiding a violation of any of the financial covenants may not be used if Agent determines, in its Permitted Discretion, that the breach being cured by such Permitted Securities or Subordinated Debt has not resulted in a Material Adverse Change.

ARTICLE 8

EVENTS OF DEFAULT

8.1. Events of Default. An Event of Default means the occurrence of one or more of the following described events:

(a) any Loan Party shall default in the payment of (i) interest on the Notes within three (3) Business Days after its due date or (ii) principal of the Notes when due, whether at maturity, upon notice of prepayment, upon any scheduled payment date or by acceleration or otherwise;

(b) any Loan Party shall default under any agreement under which any Indebtedness (other than Indebtedness under the Senior Financing) in an aggregate principal amount of $200,000 or more is created in a manner entitling the holder of such Indebtedness to accelerate the maturity of such Indebtedness.

(c) any representation or warranty herein made by any Loan Party, or any certificate or financial statement furnished pursuant to the provisions hereof, shall prove to have been false or misleading in any material respect as of the time made or furnished or deemed made or furnished; provided that no default shall be deemed to occur under Section 5.1(l) solely as a result of any environmental report, financial statement or similar document, certificate or statement prepared by a third party and furnished to Agent or any Purchaser on behalf of any Loan Party to the extent that such Loan Party has and promptly exercises any rights to obtain adequate redress from such third party for any damages resulting therefrom to the satisfaction of Agent in its Permitted Discretion;

(d) any Loan Party shall default in the performance of any covenant, condition or provision of Section 7.1(c), 7.1(e), 7.1(f), 7.1(i), 7.2 or 7.3;

(e) a default or event of default shall occur under any of the other Purchase Documents, beyond any applicable notice or cure periods;

(f) any Loan Party shall default in the performance of any other covenant, condition or provision of this Agreement, the Notes or the other Purchase Documents, and such default shall not be remedied to Agent’s or Required Purchasers’ satisfaction for

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a period of thirty (30) days of the earlier of (i) written notice from a Agent of such default or (ii) actual knowledge by any Loan Party of such default;

(g) a proceeding shall have been instituted (including the filing of a notice of intention or respect thereof) in a court having jurisdiction in the premises seeking a decree or order for relief in respect of any Loan Party in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of any Loan Party or for any substantial part of its property, or for the winding-up or liquidation of their affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) days;

(h) any Loan Party shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of any Loan Party or for any substantial part of their property, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay their debts as they become due or shall admit in writing that it is insolvent, or shall take any action in furtherance of any of the foregoing;

(i) both the following events shall occur; (i) a Reportable Event, the occurrence of which would have a Material Adverse Effect which could cause the imposition of a Lien under Section 4068 of ERISA, shall have occurred with respect to any Plan or Plans; and (ii) the aggregate amount of the then “current liability” (as defined in Section 412(l)(7) of the Internal Revenue Code of 1986, as amended) of all accrued benefits under such Plan or Plans exceeds the then current value of the assets allocable to such benefits by more than $250,000 at such time;

(j) a final judgment which, with other undischarged final judgments against any Loan Party, exceeds $250,000 individually, or an aggregate of $750,000 (excluding judgments to the extent the applicable Loan Party is fully insured or the deductible or retention limit does not exceed $250.000 individually or $750,000 in the aggregate and with respect to which the insurer has assumed responsibility in writing), shall have been entered against any Loan Party if, within thirty (30) days after the entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal, or if, within thirty (30) days after the expiration of any such stay, such judgment shall not have been discharged;

(k) any Transaction Document or Security Document shall at any time after the Closing Date cease for any reason to be in full force and effect or shall cease to create perfected security interests in favor of Agent in the collateral subject or purported to be subject thereto, subject to no other Liens other than Permitted Liens, or such collateral shall have been transferred to any Person without the prior written consent of the holders of a majority in principal amount of the outstanding Notes, except as permitted by Section 7.2(f);

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(l) a requirement from the Minister of National Revenue for k pursuant to Section 224 or any successor section of the Income Tax Act (Canada) or Section 317, or any successor section of the Excise Tax Act (Canada) or any comparable provision of similar legislation shall have been received by the Agent, any Purchaser or any other Person in respect of any Loan Party or otherwise issued in respect of any Loan Party; and

(m) a Change of Control shall have occurred.

8.2. Consequences of Event of Default.

(a) Bankruptcy. If an Event of Default specified in paragraphs (g) or (h) of Section 8.1 hereof shall occur, the unpaid balance of the Notes and interest accrued thereon and all other liabilities of the Loan Parties to the holders thereof hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or (except as expressly required hereby) notice of any kind, all of which are hereby expressly waived.

(b) Other Defaults. If any other Event of Default shall occur, Required Purchasers may at their option, by written notice to the Loan Parties, declare the entire unpaid balance of the Notes, and interest accrued thereon and all other liabilities of the Loan Parties hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become immediately due and payable, without presentment, demand, protest or (except as expressly required hereby) notice of any kind, all of which are hereby expressly waived; provided, that in the case of a default specified in clause (ii) of paragraph (a) of Section 8.1 hereof shall occur, any holder of a Note may declare the entire unpaid balance of such Note (but only such Note) and other amounts due hereunder and thereunder with regard to such Note to become immediately due and payable.

(c) Penalty Interest. Following the occurrence and during the continuance of any Event of Default, the holders of the Notes shall be entitled to receive, to the extent permitted by applicable law, interest on the outstanding principal of, and premium and overdue interest, if any, on, the Notes at a rate per annum equal to the interest rate thereon (determined as provided in Section 3.1) plus two hundred (200) basis points.

(d) Premium. In the event of any acceleration of Notes pursuant to Section 8.2(b) hereof, the Loan Parties shall also pay to Agent, for the ratable benefit of Purchasers the prepayment premium that would otherwise be payable upon any voluntary prepayment of such Notes.

(e) Appointment of Receiver. With respect to Collateral located in Canada or any other Collateral of the Canadian Loan Parties, the Agent and Purchasers may appoint, remove and reappoint any person or persons, including any employee or agent of Agent and the Purchasers to be a receiver (the “Receiver”) which term shall include a receiver and manager of, or agent for, all or any part of the Collateral located in Canada or any other Collateral of such Canadian Loan Party. Any such Receiver shall, as far as concerns responsibility for his acts, be deemed to be the agent of the Loan Parties and not of the Agent or any Purchaser, and the Agent and the Purchasers shall not in any way be

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responsible for any misconduct, negligence or non-feasance of such Receiver, its employees or agents. Except as otherwise directed by the Agent and the Purchasers, all money received by such Receiver shall be received in trust for and paid to Agent for the benefit of the Purchasers. Such Receiver shall have all of the powers and rights of the Agent and the Purchasers described in Section 8.2. The Agent may, either directly or through its agents or nominees, exercise any or all powers and right of a Receiver.

8.3. Security. Payments of principal of, and premium, if any, and interest on, the Notes and all other obligations of the Loan Parties under this Agreement or the Notes are secured pursuant to the terms of the Security Documents.

ARTICLE 9

THE AGENT

9.1. Authorization and Action. Each Purchaser and each subsequent holder of any Note by its acceptance thereof, hereby designates and appoints ACFS as Agent hereunder and authorizes ACFS to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Purchase Documents, together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or otherwise exist for Agent. In performing its functions and duties hereunder, Agent shall act solely as agent for Purchasers and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust or agency with or for the Loan Parties or any of their respective successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement or applicable Laws. The appointment and authority of Agent hereunder shall terminate at the indefeasible payment in full of the Notes and related obligations.

9.2. Delegation of Duties. Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

9.3. Exculpatory Provisions. Neither Agent nor any of its directors, officers, agents or employees shall be (a) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct or, in the case of Agent, the breach of its obligations expressly set forth in this Agreement, unless such action was taken or omitted to be taken by Agent at the direction of the Required Purchasers), or (b) responsible in any manner to any of Purchasers for any recitals, statements, representations or warranties made by the Loan Parties contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of any of the Loan Parties to perform their respective obligations hereunder, or for the satisfaction of any condition specified in Article 4. Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or

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performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of any of the Loan Parties.

9.4. Reliance. Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by Agent. Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the Required Purchasers or all of Purchasers, as applicable, as it deems appropriate or it shall first be indemnified to its satisfaction by Purchasers; provided, that, unless and until Agent shall have received such advice, Agent may take or refrain from taking any action, as Agent shall deem advisable and in the best interests of Purchasers. Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Required Purchasers or all of Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers.

9.5. Non-Reliance on Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by Agent or hereafter taken, including, without limitation, any review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by Agent. Each Purchaser represents and warrants to Agent that it has and will, independently and without reliance upon Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Loan Parties and made its own decision to enter into this Agreement.

9.6. Agent in its Individual Capacity. Agent, and each of its Affiliates may make loans to, purchase securities from, provide services to, accept deposits from and generally engage in any kind of business with the Loan Parties or any Affiliate of the Loan Parties as though Agent were not Agent hereunder.

9.7. Successor Agent. Agent may, upon forty-five (45) days’ notice to the Loan Parties and Purchaser, and Agent will, upon the direction of the Required Purchasers (other than Agent, in its individual capacity), resign as Agent. If Agent shall resign, then the Required Purchasers during such fifteen-day period shall appoint a successor Agent and if the Required Purchasers direct Agent to resign, such direction shall include an appointment of a successor Agent. If for any reason no successor Agent is appointed by the Required Purchasers during such fifteen-day period, then effective upon the expiration of such fifteen-day period, Purchasers shall perform all of the duties of Agent hereunder and the Loan Parties shall make all payments in respect of the Notes directly to the applicable Purchaser and for all purposes shall deal directly with Purchasers. After any retiring Agent’s resignation hereunder as Agent, the provisions of Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

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9.8. Collections and Disbursements.

(a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Purchase Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days following receipt thereof.

(b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Purchase Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned.

(c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchaser evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Purchaser shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amount.

9.9. Reporting. During the term of this Agreement, Agent will promptly furnish each Purchaser with copies of all notices and financial statements of the Loan Parties required to be delivered or obtained hereunder and such other financial statements and reports and other information in Agent’s possession as any Purchaser may reasonably request. Agent will immediately notify Purchasers when it receives actual knowledge of any Event of Default under the Purchaser Documents.

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9.10. Consent of Purchasers.

(a) Except as expressly provided herein, Agent shall have the sole and exclusive right to service, administer and monitor the Notes and the Purchase Documents related thereto, including, without limitation, the right to exercise all rights, remedies, privileges and options under this Agreement and under the other Purchase Documents, including, without limitation, the credit judgment with respect to the purchasing of the Notes and the determination as to the basis on which and extent to which purchases of Notes may be made.

(b) Notwithstanding anything to the contrary contained in Section 9.10(a) above, Agent shall not without the prior written consent of all Purchasers then holding Notes: (i) extend any payment date under the Notes, (ii) reduce any interest rate applicable to any of the Notes or any fee payable to Purchasers hereunder, (iii) waive any Event of Default under Section 8.1 (a), (iv) compromise or settle all or a portion of the Indebtedness under the Notes, (v) release any obligor from the Indebtedness under the Notes except in connection with full payment and satisfaction of all Indebtedness under the Notes, (vi) amend the definition of Required Purchasers, or (vii) amend this Section 9.10(b).

(c) Notwithstanding anything to the contrary contained in Section 9.10(a) above, and subject to any applicable limitation set forth in Section 9.10(b) above, Agent shall not, without the prior written consent of Required Purchasers: (i) waive any Event of Default; (ii) consent to any Loan Party’s taking any action that, if taken, would constitute an Event of Default under this Agreement or under any of the other Purchase Documents; or (iii) amend or modify or agree to an amendment or modification of this Agreement or other Purchase Documents.

(d) After an acceleration of the Indebtedness, Agent shall have the sole and exclusive right, after consultation (to the extent reasonably practicable under the circumstances) with all Purchasers and, unless otherwise directed in writing by Required Purchasers, to exercise or refrain from exercising any and all rights, remedies, privileges and options under this Agreement or the other Purchase Documents and available at law or in equity to protect the rights of Agent and Purchaser and collect the Indebtedness under the Notes, including, without limitation, instituting and pursuing all legal actions brought against any Loan Party or to collect the Indebtedness under the Notes, or defending any and all actions brought by any Loan Party or other Person; or incurring expenses or otherwise making expenditures to protect the collateral, the Notes or Agent’s or any Purchaser’s rights or remedies.

9.11. This Article Not Applicable to Loan Parties. This Article 9 is included in this Agreement solely for the purpose of determining certain rights as between Agent and Purchasers and does not create, nor shall it give rise to, any rights in or obligations on the part of the Loan Parties and all rights and obligations of the Loan Parties (other than as specifically set forth herein) under this Agreement shall be determined by reference to the provisions of this Agreement other than this Article 9.

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ARTICLE 10

PUT OPTION

10.1. Grant of Option. Parent hereby grants to the collective holders of Subject Securities (each, a “Holder”) an option to sell to Parent, and Parent is obligated to purchase from each Holder under such option (the “Put Option”), all (or such portion as is designated by any such Holder pursuant to Section 10.3 below, which such portion shall not be less than 50% in the aggregate) of the Subject Securities then owned by the Holders. Subject to Section 10.4, the Put Option will be exercisable by the Majority of the Holders only one time. The Put Option will be effective at any time and from time to time after the earliest to occur of (a) the seventh anniversary of the Closing Date, (b) the date of the payment in full of the outstanding principal, interest and fees in respect of the Notes and/or the redemption or repurchase in full of all outstanding Shares of the Preferred Stock, (c) upon acceleration of the Senior Financing, (d) the sale of Parent or of at least 40% of its assets as part of a single transaction or series of related transactions, or (e) the occurrence of a Change of Control.

10.2. Put Price. In the event that the Holders exercise the Put Option, the price (the “Put Price”) to be paid to each such Holder pursuant to this Agreement will be the sum of the amount determined by multiplying the number of shares of Subject Securities (or, in the case of any Warrant, the number of shares of Underlying Common Stock into which such Warrant is convertible) for which the Put Option is being exercised (collectively, the “Put Shares”) by the Fair Market Value therefor less the exercise price paid of such Warrant.

10.3. Exercise of Put Option. If the majority of the Holders elect to exercise the Put Option, such Holders shall give notice to Parent and each other Holder of such Holders’ election to exercise the Put Option, specifying, among other things, the date on which the Put Option Closing (as hereinafter defined) shall occur, which date shall not be less than twenty-one (21) days after the date of such notice. If a Holder receives such notice of such other Holders’ exercise of such other Holders’ Put Options and the Put Option of the Holder receiving such notice is effective pursuant to Section 10.1, the Holder receiving such notice may elect to exercise its Put Option and designate a Put Option Closing simultaneous with that of such other Holders. Parent will provide each Holder desiring to exercise its Put Option with the name and address of each other Holder.

10.4. Certain Remedies. In the event that Parent defaults on its obligation to purchase all or any portion of the Put Shares upon exercise of the Put Option by the Holders, the Holders may elect, in addition to any other rights or remedies of Holders, either to (a) rescind the exercise of the Put Option, in which case the Put Option will continue in full force and effect, or (b) receive a Note or Notes in the form attached hereto as Exhibit A-1, duly executed by the US Loan Parties, payable to the Holders in the principal amount of the Put Price, which Notes shall constitute a “Note” for all purposes hereunder and under the Transaction Documents; provided, however, that such Note shall bear interest on the outstanding principal thereof at a rate per annum equal to twelve and one-half percent (12.5%); provided, further, that the Loan Parties shall repay the unpaid principal balance of such Notes in full, together with all accrued and unpaid interest, fees and other amounts due thereunder, in twelve (12) consecutive equal monthly payments commencing on the first Business Day of the first full month following the execution of such Notes and there shall be no premium charged for prepaying such Notes.

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10.5. Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which the Holders have notified Parent of such Holders’ intention to exercise the Put Option (a “Put Option Closing”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holders of the Put Shares will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, Parent will deliver to the Holders the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by each such Holder, or, at the option of such Holder in its sole discretion by a Note in the form attached hereto as Exhibit A-1, duly executed by the US Loan Parties, payable to such Holder in the principal amount of the Put Price which Note shall constitute a “Note” for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put Shares.

10.6. Transfer. The Put Option shall not be transferable by ACAS or its Affiliates upon the transfer by ACAS or any of its Affiliates of their Warrants, unless such Warrants are transferred in conjunction with the transfer of all or any reasonably similar portion of the Notes. Any transfer of the Put Option not made in accordance with the foregoing sentence shall be null and void and of no force and effect. Upon any transfer of any Subject Securities other than a transfer to an Affiliate of ACAS and other than in a privately negotiated transaction not involving a Public Offering, the Put Right with respect to such transferred Subject Securities shall terminate and shall be null and void and of no further force and effect and such transferred Subject Securities shall no longer be deemed Subject Securities for all purposes of this Article 10.

10.7. Subordination. Notwithstanding any provision to the contrary, the rights and obligations of the Holders and the Loan Parties under this Article 10 are subject to the terms and conditions of the Senior Subordination Agreement.

ARTICLE 11

PREEMPTIVE RIGHTS

11.1. Limited Preemptive Rights. If after the date of this Agreement, Parent authorizes the issuance and sale of any Newly Issued Securities (other than in connection with a Public Offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition of a business as a going concern) at any time that any Purchaser holds any Common Stock of Parent or Warrants, Parent will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (a) the number of shares of Common Stock of Parent and Underlying Common Stock (without duplication) then held by such Purchaser by (b) the number of shares of Common Stock of Parent then outstanding (on a fully diluted basis). For purposes of clause (b) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current Market Price of a share of Common Stock of Parent. Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to

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be offered to any other Person. Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from Parent describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and each Purchaser’s percentage allotment. Upon the expiration of such period of thirty (30) days, Parent will be free to sell such stock or securities which Purchasers have not elected to purchase during the one hundred twenty (120) days following such expiration on terms and conditions no more favorable to purchasers thereof than those offered to Purchasers. Any stock or securities offered or sold by Parent after such one hundred twenty (120) day period must be reoffered to each Purchaser pursuant to the terms of this Section 11.1. Any stock or securities purchased by a Purchaser from Parent pursuant to this Section 11.1 shall, upon such purchase and thereafter be deemed to be Securities and Registrable Securities for all purposes of this Agreement.

11.2. Transfer. The preemptive rights granted in Section 11.1 shall not be transferable by ACAS or its Affiliates upon the transfer by ACAS or any of its Affiliates of their Warrants, unless such Warrants are transferred in conjunction with the transfer of all or any reasonably similar portion of the Notes. Any transfer of the preemptive rights not made in accordance with the foregoing sentence shall be null and void and of no force and effect.

ARTICLE 12

REGISTRATION RIGHTS

12.1. Piggyback Registrations. Subject to the rights of the Prior Holders, whenever Parent proposes to register any of its securities under the Securities Act and the registration form (other than a registration statement on Form S-4 or S-8 or any successor form thereto) to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), Parent will give prompt written notice (in any event within three Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities with respect of the proposed offering at least twenty (20) days before the initial filing with the SEC of such registration statement, and offer to include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 12.1 shall advise Parent in writing within fifteen (15) days after the date of receipt of such notice from Parent, setting forth the amount of such Registrable Securities for which registration is requested. Parent shall thereupon include (subject to clauses (b) and (c) below) in such filing the number of Registrable Securities for which registration is so requested, and shall use its best efforts to effect registration under the Securities Act of such Registrable Securities.

(a) The registration expenses of the holders of Registrable Securities will be paid by Parent in all Piggyback Registrations to the extent provided in Section 12.6.

(b) If a Piggyback Registration is an underwritten primary registration on behalf of Parent, and the managing underwriters advise Parent in writing that in their opinion the number of securities requested to be included by holders of Registrable Securities in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to Parent, Parent will include in such registration: (i) first, the securities Parent proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, and the securities

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requested to be included in such registration by the Prior Holders on a pro rata basis, and (iii) third, the securities requested to be included in by any other Person on a pro rata basis.

(c) Subject to the rights of the Prior Holders, if a Piggyback Registration is an underwritten secondary registration on behalf of holders of Parent’s securities, and the managing underwriters advise Parent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, Parent will include in such registration: (i) first, the securities proposed to be sold by the holders initially requesting such registration on a pro rata basis, (ii) second, the Registrable Securities requested to be included in such registration and the securities requested to be included in such registration by the Prior Holders on a pro rata basis, and (iii) third, the securities requested to be included in such registration by any other Person on a pro rata basis.

(d) If Parent has previously filed a registration statement in connection with an underwritten Public Offering made pursuant to the exercise by any Person of its demand registration rights, and if such previous registration has not been withdrawn or abandoned, Parent will not effect, if requested in writing by the managing underwriter or underwriters for such underwritten offering, any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4 or Form S-8 or any successor form), for its own account during the period beginning on the 30^th day prior to and ending on the 120^th day after the effective date of any such underwritten offering.

12.2. Demand Registration Rights.

(a) If, and no sooner than eighteen (18) months following the Closing Date, Parent receives a written request by the holders of a majority of the Registrable Securities to effect the registration under the Securities Act (“Demand”), Parent shall follow the procedures described in this Section 12.2. Parent shall not be required to (i) effect more than one (1) Demand pursuant to this Section 12.2 and (ii) effect any registration if Parent is not a Reporting Company under Section 12 of the Securities Exchange Act at such time. Within five (5) days of its receipt of such request, Parent shall give written notice of such proposed registration (a “Demand Registration”) to all holders of Registrable Securities, and thereupon, Parent shall, as expeditiously as reasonably practicable, use its best reasonable efforts to effect the registration on a form of general use under the Securities Act of the shares it has been requested to register in the Demand and in any response to such notice given to Parent within twenty (20) days after Parent’s giving of such notice; provided, however, that Parent shall not be required to effect a Demand Registration if the value of the Registrable Securities and the value of all other securities to be included in such offering are less than $30,000,000, and in such case the Demand will not expire.

(b) Parent shall not be required to effect a registration pursuant to this Section 12.2 during the first 180 days after the effective date of any registration statement

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filed by Parent under Section 12.1 if the holders of Registrable Securities requesting registration have been afforded the opportunity to register in such registration all or a majority of their Registrable Securities requested to be so registered.

(c) Parent may include in any registration under this Section 12.2 any other shares of Common Stock of Parent (including issued and outstanding shares of stock as to which the holders thereof have contracted with Parent for “piggyback” registration rights) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter of the shares of the holder’s or holders’ first demanding registration (if the offering is underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the stock sought to be registered by such demanding holder or holders pursuant to this Section 12.2.

(d) If any Demand Registration is an underwritten offering, the investment banker(s) and manager(s) for the offering shall be selected by the holders of a majority of the Registrable Securities who request to be included in such Demand Registration.

12.3. [Intentionally Omitted.]

12.4. Holdback Agreements. Each holder of Registrable Securities agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of Parent, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period (or such longer period, not to exceed 90 additional days, as the managing underwriter shall require) beginning on the effective date of any underwritten Piggyback Registration in which Registrable Securities are included or Demand Registration (except as part of such underwritten registration), unless the underwriters managing the registered Public Offering otherwise agree.

(a) Parent agrees not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, for its own account during the period beginning on the 30^th day prior to and ending on the 120^th day after the effective date of any underwritten or Demand Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor form unless the underwriters managing the registered Public Offering otherwise agree.

12.5. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, Parent will use reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof (including the registration of Warrants held by a holder of Registrable Securities requesting registration as to which Parent has received reasonable assurances that only Registrable Securities will be distributed to the public), and pursuant thereto Parent will as expeditiously as possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use reasonable efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any

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amendments or supplements thereto, Parent will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);

(b) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(c) use reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that Parent will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdictions, (iii) consent to general service of process in each such jurisdiction or (iv) undertake such actions in any jurisdiction other than the states of the United States of America and the District of Columbia);

(d) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, Parent will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(e) use its best efforts, if the Common Stock is then listed or quoted on any securities exchange or quotation system, to cause all such Registrable Securities to be listed or quoted on such securities exchange;

(f) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(g) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);

(h) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and

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any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; provided, however that any records, information or documents that are designated by Parent in writing as confidential shall only be provided if such person executed a confidentiality agreement reasonably satisfactory to Parent;

(i) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Parent’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(j) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of Parent, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to Parent in writing, which in the reasonable judgment of such holder and its counsel should be included; and

(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock of Parent included in such registration statement for sale in any jurisdiction, Parent will use its reasonable best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of Parent and if in its sole and exclusive judgment such holder is or might be deemed to be a controlling person of Parent, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to Parent in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of Parent’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of Parent, (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; provided that with respect to this clause (ii) such holder shall furnish to Parent an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to Parent.

12.6. Registration Expenses. All expenses incident to Parent’s performance of or compliance with this Article 12, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for Parent and all independent certified public accountants of Parent, underwriters (excluding discounts and commissions) and other Persons retained by Parent (all such expenses, excluding underwriting discounts and

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commissions, being herein called “Registration Expenses”), will be borne by Parent. Parent will bear the cost of one set of counsel for the Holders of Registrable Securities participating in any Piggyback Registration or Demand Registration. All underwriting discounts and commissions will be borne by the seller of the securities sold pursuant to the registration.

12.7. Indemnification.

(a) Parent agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Parent by such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Parent has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, Parent will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to Parent in writing such information and affidavits as Parent reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify Parent, its directors and officers and each Person who controls Parent (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder;

(c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to

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such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities. Parent also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event Parent’s indemnification is unavailable for any reason.

12.8. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

ARTICLE 13

MISCELLANEOUS

13.1. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that (a) the Loan Parties may not assign or transfer their rights hereunder or any interest herein or delegate their duties hereunder and (b) Purchasers shall have the right to assign their rights hereunder and under the Securities in accordance with Article 6.

13.2. Modifications and Amendments. The provisions of this Agreement may be modified, waived or amended, but only by a written instrument signed by each of the Loan Parties to be bound thereby, and to the extent such modification, amendment or waiver relates (a) to the Notes, such instrument must be executed by Agent on behalf of Purchasers upon satisfaction of the conditions set forth in Section 9.10 and (b) to the Warrants or the Underlying Common Stock, such instrument must be executed by the holders of at least seventy-five percent (75%) of the Warrant Shares.

13.3. No Implied Waivers; Cumulative Remedies; Writing Required. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that Agent or Purchasers or any holder of Notes, Warrants or Warrant Shares would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver of any provision or condition of this Agreement must be in writing, satisfy the conditions set forth in Section 9.10 and shall be effective only to the extent in such writing specifically set forth.

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13.4. Reimbursement of Expenses. The Loan Parties upon demand shall pay or reimburse Agent and Purchasers for all fees and expenses incurred or payable by Agent or Purchasers (including, without limitation, reasonable fees and expenses of special counsel for Agent and Purchasers), from time to time (a) arising in connection with the negotiation, preparation and execution of this Agreement, the Notes, the other Purchase Documents and all other instruments and documents to be delivered hereunder or thereunder or arising in connection with the transactions contemplated hereunder or thereunder, (b) relating to any amendments, waivers or consents pursuant to the provisions hereof or thereof, and (c) arising in connection with the enforcement of this Agreement or collection of the Notes.

13.5. Holidays. Whenever any payment or action to be made or taken hereunder or under the Notes shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action.

13.6. Notices. All notices and other communications given to or made upon any party hereto in connection with this Agreement shall, except as otherwise expressly herein provided, be in writing (including telecopy, but in such case, a confirming copy will be sent by another permitted means) and mailed via certified mail, telecopied or delivered by guaranteed overnight parcel express service or courier to the respective parties, as follows:

to the Loan Parties:

c/o Corrpro Companies, Inc.

1090 Enterprise Drive

Medina, Ohio 44256

Attn: Chief Financial Officer

Telecopier: (330) 723-0694

with a copy to:

Hahn Loeser & Parks, LLP

3300 BP Tower

200 Public Square

Cleveland, Ohio 44114-2301

Attn: F. Ronald O’Keefe, Esq.

Telecopier: (216) 241-2824

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to Agent:

American Capital Financial Services, Inc.

2 Bethesda Metro Center, 14th Floor

Bethesda, Maryland 20814

Attn: Compliance Officer

Telecopier: (301) 654-6714

with a copy to:

Arnold & Porter

555 12^th Street, N.W.

Washington, D.C. 20004

Attn: Samuel A. Flax, Esq.

Telecopier: (202) 942-5999

and to:

American Capital Strategies, Ltd.

2200 Ross Avenue, Suite 4500 West

Dallas, Texas 75201

Attn: Jeffrey N. MacDowell

Telecopier: (214) 273-6635

with a copy to:

Patton Boggs LLP

2001 Ross Avenue, Suite 3000

Dallas, Texas 75201

Attn: Charles P. Miller, Esq.

Telecopier: (214) 758-1550

to Purchasers:

As set forth on Annex A

or in accordance with any subsequent written direction from the recipient party to the sending party. All such notices and other communications shall, except as otherwise expressly herein provided, be effective upon delivery if delivered by courier or overnight parcel express service; in the case of certified mail, three (3) Business Days after the date sent; or in the case of telecopy, when received.

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13.7. Survival. All representations, warranties, covenants and agreements of the Loan Parties contained herein or made in writing in connection herewith shall survive the execution and delivery of this Agreement and the purchase of the Notes and the Warrants and shall continue in full force and effect so long as any Note or Warrant is outstanding and until payment in full of all of the Loan Parties’ obligations hereunder or thereunder. All obligations relating to indemnification hereunder shall survive any termination of this Agreement and shall continue for the length of any applicable statute of limitations.

13.8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

13.9. Jurisdiction, Consent to Service of Process.

(a) THE LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES AND THEIR PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT AGENT AND PURCHASERS MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT AGAINST THE LOAN PARTIES OR THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.

THE LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT THEY MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT IN ANY NEW YORK OR FEDERAL COURT LOCATED IN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 13.6 HEREOF. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

13.10. Jury Trial Waiver. THE LOAN PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT AND AGREES THAT ANY SUCH ACTION OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

13.11. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Agreement.

13.12. Headings. Article, section and subsection headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

13.13. Indemnity. The Loan Parties hereby agree to indemnify, defend and hold harmless Agent and Purchasers and their officers, directors, employees, agents and representatives, and their respective successors and assigns in connection with any losses, claims, damages, liabilities and expenses, including reasonable attorneys’ fees, to which Agent or any Purchaser may become subject (other than as a result of the gross negligence or willful misconduct of any such Person), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or by reason of any investigation, litigation or other proceedings related to or resulting from any act of, or omission by, the Loan Parties or their Affiliates or any officer, director, employee, agent or representative of the Loan Parties or their Affiliates with respect to the Transactions, the Notes, Charter Documents, the Bylaws or any agreements entered into in connection with any such agreements, instruments or documents and to reimburse Agent and Purchasers and each such Person and Affiliate, upon demand, for any legal or other expenses incurred in connection with investigating or defending any such loss, claim, damage, liability, expense or action. To the extent that the foregoing undertakings may be unenforceable for any reason, the Loan Parties agree to make the maximum contribution to the payment and satisfaction of indemnified liabilities set forth in this Section 13.13 which is permissible under applicable law.

13.14. Environmental Indemnity. The Loan Parties, and their successors and assigns, hereby release and discharge, and agree to defend, indemnify and hold harmless, Agent, Purchasers, their Affiliates, and their officers, directors, employees, agents and representatives and the successors and assigns of all of the foregoing, and their respective officers, employees and agents) from and against any and all Environmental Liabilities, whenever and by whomever asserted, to the extent that such Environmental Liabilities are based upon, or otherwise relate to:

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(a) any Condition at any time in, at, on, under, a part of, involving or otherwise related to the Properties and Facilities (including any of the properties, materials, articles, products, or other things included in or otherwise a part of the Properties and Facilities); (b) any action or failure to act of any Person, including any prior owner or operator of the Properties and Facilities (including any of the properties, materials, articles, products, or other things included in or otherwise a part of the Properties and Facilities), involving or otherwise related to the Properties and Facilities or operations of the Loan Parties; (c) the Management of any Pollutant, material, article or product (including Management of any material, article or product containing a Pollutant) in any physical state and at any time, involving or otherwise related to the Properties and Facilities or any property covered by clause (d) (including Management either from the Properties and Facilities or from any property covered by clause (d), and Management to, at, involving or otherwise related to the Properties and Facilities or any property covered by clause (d)); (d) Conditions, and actions or failures to act, in, at, on, under, a part of, involving or otherwise related to any property other than the Properties and Facilities, which property was, at or prior to the Closing Date, (i) acquired, held, sold, owned, operated, leased, managed, or divested by, or otherwise associated with, (A) the Loan Parties, (B) any of the Loan Parties’ Affiliates, or (C) any predecessor or successor organization of those identified in (A) or (B); or (ii) engaged in any tolling, contract manufacturing or processing, or other similar activities for, with, or on behalf of the Loan Parties; (e) any violation of or noncompliance with or the assertion of any Lien under the Environmental Laws, (f) the presence of any toxic or hazardous substances, wastes or contaminants on, at or from the past and present properties and facilities, including, without limitation, human exposure thereto; (g) any spill, release, discharge or emission affecting the past and present properties and facilities, whether or not the same originates or emanates from such properties and facilities or any contiguous real estate, including, without limitation, any loss of value of such properties and facilities as a result thereof; or (h) a misrepresentation in any representation or warranty or breach of or failure to perform any covenant made by the Loan Parties in this Agreement. This indemnity and agreement to defend and hold harmless shall survive any termination or satisfaction of the Notes or the sale, assignment or foreclosure thereof or the sale, transfer or conveyance of all or part of the past and present properties and facilities or any other circumstances which might otherwise constitute a legal or equitable release or discharge, in whole or in part, of the Loan Parties under the Notes.

13.15. Counterparts. This Agreement may be executed in any number of counterparts and by either party hereto on separate counterparts, each of which, when so executed and delivered, shall be an original or a facsimile of the original, but all such counterparts shall together constitute one and the same instrument.

13.16. Integration. This Agreement and the other Purchase Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

13.17. Subordination. THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THE SENIOR SUBORDINATION AGREEMENT, TO THE INDEBTEDNESS AND OTHER LIABILITIES

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OWED BY THE LOAN PARTIES UNDER AND PURSUANT TO THE SENIOR CREDIT AGREEMENT, AND EACH RELATED “LOAN DOCUMENT” (AS DEFINED THEREIN), AND EACH HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, ACKNOWLEDGES AND AGREES TO BE BOUND BY THE PROVISIONS OF THE SENIOR SUBORDINATION AGREEMENT.

13.18. Judgment Currency. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement, the Notes or under any of the Security Documents (collectively, the “Documents”), it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under the applicable Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which Agent is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its head office in New York . In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by Agent of the amount due, the relevant Loan Party will on the date of receipt by Agent, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by Agent on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by Agent is the amount then due under this Agreement in the Currency Due.

13.19. Confidentiality and Publicity. So long as all or any of the principal amount of the Notes or any interest thereon shall remain outstanding, and thereafter, so long as any of the Purchasers own any Warrants, the Put Notes or Underlying Common Stock:

(a) Agent and each Purchaser reserve the right to review and approve all materials that the Loan Parties or any of their Affiliates prepare that contain Agent’s or such Purchaser’s name or describe or refer to any Purchase Document, any of the terms thereof or any of the transactions contemplated thereby, which approval shall not be unreasonably withheld or delayed. The Loan Parties shall not, and shall not permit any of their Affiliates to, use either Agent’s or any Purchaser’s name (or the name of any of Agent’s or any Purchasers’ Affiliates) in connection with any of its business operations, provided, that Loan Parties may disclose the Purchasers’ names, the aggregate principal amount of the Loans outstanding and other principal terms of such Loans to (x) prospective purchasers of debt or equity securities of Loan Parties (other than Parent) so long as such Loan Parties inform such prospective purchasers of the confidential nature of such information and such Persons agree in writing not to disclose the same to any other Person and to be bound by the confidentiality provisions of this Agreement, (y) Governmental Authorities regulating the Business in accordance with applicable legal requirements and (z) any other Person to which such disclosure may be necessary in response to any court order, subpoena or other legal process or formal investigative demand. Nothing contained in any Purchase Document is intended to permit or authorize any Loan Party or any of its Affiliates to contract on behalf of Agent or any Purchaser. The Loan Parties agree that Agent or any Affiliate of Agent may (i) disclose a general description of transactions arising under the Purchase Documents for advertising,

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marketing or other similar purposes, and (ii) use any Loan Party’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes, provided Agent or Affiliate delivers a copy of such materials to Parent at least five (5) Business Days prior to its initial publication and Parent does not object to such materials prior to the publication date.

(b) Anything herein to the contrary notwithstanding, “non-public information” shall not include, and Agent and each Purchaser may disclose to any and all Persons, without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to Agent or such Purchaser relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the Notes and transactions contemplated hereby and by the other Purchase Documents.

(c) Each of Agent and the Purchasers agrees, on behalf of itself and each of its Affiliates, directors, officers, employees and representatives, to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of the same nature and in accordance with safe and sound commercial practices, any non-public information supplied to it by the Loan Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, provided that nothing herein shall limit the disclosure of such information (a) after such information shall have become public other than through a violation of this Section 13.19(c), (b) to the extent required pursuant to a subpoena, civil investigative demand (or similar process), order, statute, rule or other legal requirement promulgated or imposed by a court or by a judicial, regulatory, self-regulatory or legislative body, organization, agency or committee or otherwise in connection with any judicial or administrative proceeding (including, without limitation, in response to oral questions, interrogatories or requests for information or documents), (c) to counsel, auditors, accountants, lenders, Affiliates, funding or financing sources for any of the Agent or Purchasers, (d) to any regulatory authority having jurisdiction over the Agent or any Purchasers, (e) to the Agent or any other Purchaser, (f) in connection with any litigation to which any one or more of the Agent or Purchasers is a party, or in connection with the enforcement of rights or remedies hereunder or under any of the Purchase Documents, (g) to any Subsidiary, Affiliate, partner, director, officer or employee of the Agent or any Purchaser provided, such parties agree to be bound by provisions substantially similar to this Section 13.19(c), (h) to any assignee or participant (or prospective assignee or participant) permitted pursuant to Section 13.1 and Article 6 so long as such assignee or participant agrees to be bound by the provisions hereof, or (i) with the consent of Parent. Each of the Agent and the Purchasers agrees that, to the extent Agent or such Purchaser has received relevant non-public information supplied to it by the Loan Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, it will not buy, sell, trade or

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otherwise dispose of any Common Stock during any period that Parent has instructed its directors, officers and employees that any trading is prohibited, provided that such Agent or Purchasers has received notice in the same manner as the directors, officers and employees of the Parent. Each of the Agent and the Purchasers agrees that, to the extent Agent or such Purchaser has received relevant non-public information supplied to it by the Loan Parties pursuant to this Agreement that is identified by such Person as being confidential at the time the same is delivered to such party, it will not cause, induce or recommend to any of its Affiliates to buy, sell, trade or otherwise dispose of any Common Stock during any period that the Parent has instructed its directors, officers and employees that any trading is prohibited, provided that such Agent or Purchasers has received notice in the same manner as the directors, officers and employees of Parent. Each of the Agent and the Purchasers further agrees that it will, in accordance with its customary practices, place the Common Stock on its restricted list of securities, if any, which directors, officers and employees of Agent and the Purchasers are instructed not to purchase or sell.

13.20. Compliance with Canadian Law. The Canadian Notes and other Purchase Documents issued in connection therewith have been structured to comply with subparagraph 212(1)(b)(vii) of the Canadian Income Tax Act (the “5/25 Exception”). In compliance with the 5/25 Exception, the parties hereto agree that (i) all negotiations and dealings between the Agent and Purchasers, on the one hand, and the Canadian Loan Parties, on the other hand, have been at on arm’s length basis and (ii) absent a breach or Default hereunder, under no circumstances is more than 25% of the aggregate principal amount of the Canadian Notes required to be repaid by the Canadian Loan Parties within five years from the date of issuance.

ARTICLE 14

GUARANTY

14.1. Guaranty. Each US Loan Party hereby unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of each Canadian Loan Party, including, without limitation, each Canadian Loan Party, now or hereafter existing under any Purchase Document, whether for principal, interest (including, without limitation, all interest that accrues after the commencement of any proceeding of any Canadian Loan Party or any other Canadian Loan Party under any Debtor Relief Laws), fees, commissions, expense reimbursements, indemnifications or otherwise (such obligations, to the extent not paid by any Canadian Loan Party or any other Canadian Loan Party, the “Guaranteed Obligations”), and agrees to pay any and all costs, fees and expenses (including reasonable counsel fees and expenses) incurred by Agent and Purchasers in enforcing any rights under the guaranty set forth in this Article 14. Without limiting the generality of the foregoing, each US Loan Party’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Canadian Loan Party or any other Canadian Loan Party to Agent and Purchasers under any Purchase Document, but for the fact that they are unenforceable or not allowable due to the existence of any proceeding under any Debtor Relief Laws involving any Canadian Loan Party or any other Canadian Loan Party.

14.2. Guaranty Absolute. Each US Loan Party guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Purchase Documents,

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regardless of any law regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Agent or Purchasers with respect thereto. The obligations of each US Loan Party under this Article 14 are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against each US Loan Party to enforce such obligations, irrespective of whether any action is brought against any Loan Party or whether any Loan Party is joined in any such action or actions. The liability of each US Loan Party under this Article 14 shall be irrevocable, absolute and unconditional irrespective of, and each US Loan Party hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Purchase Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from any Purchase Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or otherwise;

(c) any taking, exchange, release or non-perfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(d) any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Loan Party; or

(e) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by Agent or Purchasers that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Article 14 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned to Agent or Purchasers or any other Person upon the insolvency, bankruptcy or reorganization of any Canadian Loan Party or otherwise, all as though such payment had not been made.

14.3. Waiver. Each US Loan Party hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Article 14 and any requirement that Agent or Purchasers exhaust any right or take any action against any other Loan Party or any other Person or any Collateral. Each US Loan Party acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 14.3 is knowingly made in contemplation of such benefits. Each US Loan Party hereby waives any right to revoke this Article 14, and acknowledges that this Article 14 is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

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14.4. Continuing Guaranty; Assignments. This Article 14 is a continuing guaranty and shall (a) remain in full force and effect until the indefeasible cash payment in full of the Guaranteed Obligations and all other amounts payable under this Article 14, (b) be binding upon each US Loan Party, its successors and assigns and (c) inure to the benefit of, and be enforceable by, Agent and Purchasers and their successor, pledgees, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Purchaser may pledge, assign or otherwise transfer all or any portion of its rights and obligations under this Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted such Purchaser herein or otherwise, in each case as provided in this Agreement.

14.5. Subrogation. No US Loan Party will exercise any rights that it may now or hereafter acquire against any other Loan Party or any other guarantor or that arise from the existence, payment, performance or enforcement of such US Loan Party’s obligations under this Article 14, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of Agent and Purchasers against any other Loan Party or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law including, without limitation, the right to take or receive from any other Loan Party or any other guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Article 14 shall have been indefeasibly paid in full in cash and all commitments to lend hereunder shall have terminated; provided, however, that no Canadian Loan Party shall have any rights hereunder against US Loan Party or any of its Subsidiaries if all or any portion of the Guaranteed Obligations shall have been satisfied with proceeds from the exercise of remedies in respect of the equity securities of US Loan Party pursuant to a Pledge Agreement. If any amount shall be paid to any US Loan Party in violation of the immediately preceding sentence, such amount shall be held in trust for the benefit of Agent and Purchasers and shall forthwith be paid to Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Article 14, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Article 14 thereafter arising. If (i) any US Loan Party shall make payment to Agent and Purchasers of all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all other amounts payable under this Article 14 shall be paid in full in cash, Agent and Purchasers will, at such US Loan Party’s request and expense, execute and deliver to such US Loan Party or appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such US Loan Party of an interest in the Guaranteed Obligations resulting from such payment by such US Loan Party.

14.6. Canadian Guarantors. Each Canadian Loan Party and each of its Consolidated Subsidiaries unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Canadian Obligations of each other Canadian Loan Party, including, without limitation, Canadian Loan Party, now or hereafter existing under any Purchase Document, pursuant to the terms and conditions of the Canadian Guaranty.

* * * * *

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SIGNATURE PAGE TO

NOTE AND EQUITY PURCHASE AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

US LOAN PARTIES:
CORRPRO COMPANIES, INC.
By:	/s/ ROBERT M. MAYER
	Robert M. Mayer Chief Financial Officer
CCFC, INC.
By:	/s/ ROBERT M. MAYER
	Robert M. Mayer Treasurer
OCEAN CITY RESEARCH CORP.
By:	/s/ ROBERT M. MAYER
	Robert M. Mayer Treasurer
CORRPRO INTERNATIONAL, INC.
By:	/s/ ROBERT M. MAYER
	Robert M. Mayer Treasurer

S-1

CANADIAN LOAN PARTIES:
COMMONWEALTH SEAGER HOLDINGS, LTD.
By:	/s/ BARRY W. SCHADECK
	Barry W. Schadeck President
CORRPRO CANADA, INC.
By:	/s/ BARRY W. SCHADECK
	Barry W. Schadeck President
BORZA INSPECTIONS LTD.
By:	/s/ BARRY W. SCHADECK
	Barry W. Schadeck President

S-2

AGENT:
AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ JEFFREY N. MACDOWELL
	Jeffrey N. MacDowell Vice President
PURCHASERS:
AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ JEFFREY N. MACDOWELL
	Jeffrey N. MacDowell Vice President

S-3

ANNEXES

Annex A	Purchaser and Payment Information
Annex B	Financial Covenant Amounts
Annex C	Adjusted EBITDA
SCHEDULES
“Permitted Depositions”	(Section 1.1(a))
“Property Survey Schedule”	(Section 4.1(d))
“Organizational Schedule”	(Section 5.1(a))
“Financial Statements Exception Schedule”	(Section 5.1(c))
“Litigation Schedule”	(Section 5.1(j))
“Compliance Schedule”	(Section 5.1(k))
“Environmental Schedule”	(Section 5.1(l))
“Properties Schedule”	(Section 5.1(q))
“Intellectual Property Schedule”	(Section 5.1(r))
“Canadian Pension Plan Schedule”	(Section 5.1(bb))
“Subsidiary Dissolution Schedule”	(Section 7.1(v))
“Permitted Encumbrances Schedule”	(Section 7.2(b)(iv))
EXHIBITS
EXHIBIT A-1	Form of US Note
EXHIBIT A-2	Form of Canadian Note
EXHIBIT B	Form of Warrant
EXHIBIT C	Form of Security Agreement
EXHIBIT D	Form of IP Acknowledgement
EXHIBIT E	Form of Mortgage
EXHIBIT F	Form of Compliance Certificate

ANNEXES

[ANNEXES OMITTED]

SCHEDULES

[SCHEDULES OMITTED]

EXHIBITS

[EXHIBITS OMITTED]

EX-7.2

Exhibit 7.2

THIS WARRANT WAS ISSUED ON MARCH 30, 2004, AND SUCH ISSUANCE WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THIS WARRANT AND THE SECURITIES OBTAINABLE UPON EXERCISE HEREOF IS SUBJECT TO THE CONDITIONS ON TRANSFER SPECIFIED IN THE NOTE AND EQUITY PURCHASE AGREEMENT, DATED AS OF MARCH 30, 2004 (AS AMENDED FROM TIME TO TIME, THE “PURCHASE AGREEMENT”), BY AND AMONG THE ISSUER HEREOF, CORRPRO COMPANIES, INC., ITS U.S. AND CANADIAN SUBSIDIARIES, AMERICAN CAPITAL FINANCIAL SERVICES, INC., AMERICAN CAPITAL STRATEGIES, LTD. AND THE OTHER PURCHASERS NAMED THEREIN, AND CORRPRO COMPANIES, INC. RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITY UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY CORRPRO COMPANIES, INC. TO THE HOLDER HEREOF WITHOUT CHARGE.

WARRANT

Date of Issuance: March 30, 2004 Certificate No. W-1

FOR VALUE RECEIVED, CORRPRO COMPANIES, INC., an Ohio corporation (the “Company”), hereby grants to AMERICAN CAPITAL STRATEGIES, LTD., or its registered assigns (the “Registered Holder”) the right to purchase from the Company 3,936,967 shares (as adjusted from time to time hereunder, the “Exercise Shares”), of the Company’s Common Stock, no par value (“Common Stock”), at a price per share of $0.001, but in no event more than $100 in the aggregate (as adjusted from time to time hereunder, the “Exercise Price”). This Warrant is one of, a portion of, or a successor to one or more Warrants (collectively, the “Warrants”) originally issued by the Company to certain investors on March 30, 2004, in connection with the purchase of the Senior Secured Subordinated Notes (as defined in the Purchase Agreement). Certain capitalized terms used herein are defined in Section 4 hereof. Certain capitalized terms used and not defined herein are defined in the Purchase Agreement. The amount and kind of securities purchasable pursuant to the rights granted hereunder and the purchase price for such securities are subject to adjustment pursuant to the provisions contained in this Warrant.

This Warrant is subject to the following provisions:

Section 1. Exercise of Warrant.

1A. Exercise Period. The Registered Holder may exercise, in whole or in part (but not as to a fractional share of Common Stock), the purchase rights represented by this Warrant at any time and from time to time, to and including the date that is the seventh (7^th) anniversary of the original date of issuance (the “Exercise Period”).

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(i) Exercise Procedure. This Warrant will be deemed to have been exercised when the Company has received all of the following items (the “Exercise Time”):

(a) A completed Exercise Agreement, as described in paragraph 1B below, executed by the Registered Holder exercising all or part of the purchase rights represented by this Warrant;

(b) this Warrant;

(c) if this Warrant is not registered in the name of the initial Registered Holder, an assignment or assignments in the form set forth in Exhibit II hereto evidencing the assignment of this Warrant to the Registered Holder, in which case the initial Registered Holder will have complied with the provisions set forth in Section 6 hereof; and

(d) payment of an amount equal to the lesser of the product of the Exercise Price multiplied by the number of shares of Common Stock being purchased upon such exercise or $100 (the “Aggregate Exercise Price”) in the form of, at the Registered Holder’s option, (1) a check payable to the Company, (2) a wire transfer of funds to an account designated by the Company, or (3) cancellation of any debt and/or accrued but unpaid interest owed by the Company to the Registered Holder; provided, however, that the Registered Holder may exercise this Warrant in whole or in part by the surrender of this Warrant to the Company, with a duly executed Exercise Agreement marked to reflect “Net Issue Exercise” and specifying the number of shares of Common Stock to be purchased and upon such Net Issue Exercise, the Registered Holder shall be entitled to pay the exercise price for Common Stock purchased hereunder by cancellation of shares of Common Stock to be purchased hereunder, valued at Fair Market Value less the Exercise Price thereof.

(ii) Certificates for shares of Common Stock purchased upon exercise of this Warrant will be delivered by the Company to the Registered Holder within five Business Days after the date of the Exercise Time. Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company will prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant which have not expired or been exercised and will, within such five Business Days period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement.

(iii) The Common Stock issuable upon the exercise of this Warrant will be deemed to have been issued to the Registered Holder at the Exercise Time, and the Registered Holder will be deemed for all purposes to have become the record holder of such Common Stock at the Exercise Time.

(iv) The issuance of certificates for shares of Common Stock upon exercise of this Warrant will be made without charge to the Registered Holder for any issuance tax in respect thereof or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Common Stock. Each share of Common Stock issuable upon exercise of this Warrant will, upon payment of the Exercise Price therefor, be fully paid and nonassessable and free from all liens and charges with respect to the issuance thereof.

(v) The Company will not close its books against the transfer of this Warrant or of any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company will from time

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to time take all such action as may be necessary to assure that the par value per share of the unissued Common Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect.

(vi) The Company shall assist and cooperate with any Registered Holder required to make any governmental filings or obtain any governmental approvals prior to or in connection with any exercise of this Warrant (including, without limitation, making any filings required to be made by the Company).

(vii) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or sale of the Company, the exercise of any portion of this Warrant may, at the election of the Registered Holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the consummation of such transaction.

(viii) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Warrants, the number of shares of Common Stock issuable upon the exercise of all outstanding Warrants. All shares of Common Stock that are so issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges, except those that may be created by the Registered Holder. The Company shall use commercially reasonable efforts to assure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

1B. Exercise Agreement. Upon any exercise of this Warrant, the Exercise Agreement will be substantially in the form set forth in Exhibit I hereto, except that if the shares of Common Stock are not to be issued in the name of the Person in whose name this Warrant is registered, the Exercise Agreement will also state the name of the Person to whom the certificates for the shares of Common Stock are to be issued, and if the number of shares of Common Stock to be issued does not include all the shares of Common Stock purchasable hereunder, it will also state the name of the Person to whom a new Warrant for the unexercised portion of the rights hereunder is to be delivered. Such Exercise Agreement will be dated the actual date of execution thereof.

1C. Fractional Shares. If a fractional share of Common Stock would, but for the provisions of paragraph 1A, be issuable upon exercise of the rights represented by this Warrant, the Company shall, within five (5) Business Days after the date of the Exercise Time, either (i) round up such number of shares to the next highest whole number or (ii) deliver to the Registered Holder a check payable to the Registered Holder in lieu of such fractional share in an amount equal to the difference between the Fair Market Value of such fractional share as of the date of the Exercise Time and the Exercise Price of such fractional share.

Section 2. Adjustment of Number of Exercise Shares. In order to prevent dilution of the rights granted under this Warrant, the number of Exercise Shares shall be subject to adjustment from time to time as provided in this Section 2.

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2A. Adjustment of Number of Exercise Shares upon Issuance of Shares of Common Stock or Stock Equivalents. If and whenever on or after the actual date of issuance of this Warrant (notwithstanding anything to the contrary set forth in Section 7 hereof), the Company issues or sells, or in accordance with paragraph 2B is deemed to have issued or sold, any shares of Common Stock for a consideration per share of Common Stock less than the Fair Market Value per share of Common Stock at the time of such issue or sale (not including the issuance of any Outstanding Securities), then forthwith upon such issue or sale, the Exercise Shares will be increased by multiplying such number by a fraction, (A) the numerator of which is the Fair Market Value per share of Common Stock at the time of such issue or sale and (B) the denominator of which is the amount determined by dividing (a) the sum of (1) the product derived by multiplying the Fair Market Value per share of Common Stock at the time of such issue or sale times the number of shares of Common Stock outstanding on a Fully Diluted Basis immediately prior to such issue or sale, plus (2) the aggregate consideration, if any, received by the Company upon such issue or sale, by (b) the number of shares of Common Stock outstanding on a Fully Diluted Basis immediately after such issue or sale; provided, however, that notwithstanding any other provision of this paragraph 2A or of paragraph 2B, no adjustment shall be made for the issuance of Outstanding Securities.

2B. Effect on Exercise Shares of Certain Events. For purposes of determining the adjusted Exercise Shares of Common Stock under paragraph 2A above, the following will be applicable:

(i) Issuance of Stock Equivalents. If, after the actual date of issuance of this Warrant (notwithstanding anything to the contrary set forth in Section 7 hereof), the Company in any manner grants or issues Stock Equivalents, other than as permitted by the Purchase Agreement and other than which are Outstanding Securities (or any option, warrant, right or similar security or claim exercisable into, exchangeable for, or convertible into Outstanding Securities), and the lowest price per share of Common Stock for which any one share of Common Stock of the Company or analogous economic right is issuable upon the exercise of any such Stock Equivalent is less than the Fair Market Value at the time of the granting or issuing of such Stock Equivalent, then such shares of Common Stock will be deemed to have been issued and sold by the Company for such price per share of Common Stock. For purposes of this paragraph, the “lowest price per share of Common Stock for which any one share of Common Stock or analogous economic right is issuable” will be equal to the sum as of the time of the grant of the lowest amounts of consideration (if any) received or receivable by the Company (whether payment for the Stock Equivalent or as payment for the exercise or conversation of the Stock Equivalent) with respect to any one share of Common Stock or analogous economic right upon the exercise of the Stock Equivalent (whether by conversion, exchange or otherwise) or other similar indication of the price per share of Common Stock (such as the floor value for stock appreciation rights). No further adjustment of the Exercise Shares will be made upon the actual issue of such shares of Common Stock or upon the exercise of any rights under the Stock Equivalents.

(ii) Change in Option Price or Conversion Rate. If the purchase price provided for in any Stock Equivalent, the additional consideration, if any, payable upon the issue, conversion or exchange of any Stock Equivalent, or the rate at which any Stock Equivalent is convertible into or exchangeable for shares of Common Stock changes at any time, the Exercise Shares in effect at the time of such change will be readjusted to the Exercise Shares

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which would have been in effect at such time had such Stock Equivalent still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold; provided, that if such adjustment would result in a decrease in the Exercise Shares then in effect, the Company will promptly give written notice thereof to all holders of the Warrants.

(iii) Treatment of Expired and Unexercised Stock Equivalents. Upon the expiration of any Stock Equivalent or the termination of any right to convert or exchange any Stock Equivalent without the exercise of such Stock Equivalent, the Exercise Shares then in effect will be adjusted to the Exercise Shares which would have been in effect at the time of such expiration or termination had such Stock Equivalent, to the extent outstanding immediately prior to such expiration or termination, never been issued; provided, that if such expiration or termination would result in a decrease in the Exercise Shares then in effect, the Company will promptly give written notice thereof to all holders of the Warrants.

(iv) Calculation of Consideration Received. If any shares of Common Stock or Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company. In case any shares of Common Stock or Stock Equivalents are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will be the Fair Market Value of such consideration. In case any shares of Common Stock or Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the Fair Market Value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock or Stock Equivalents, as the case may be.

(v) Integrated Transactions. In case any Stock Equivalent is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Stock Equivalent by the parties thereto, the consideration attributable to the Stock Equivalent shall be determined in good faith by the Board of Directors of the Company; provided however, if the Holders dispute the Board of Directors’ determination, an appraiser acceptable to Holder shall be retained to determine such consideration at the expense of the Company; provided that, if such appraiser’s determination is equal to or greater than 10% of the amount determined by the Board of Directors of the Company, then the Holders shall pay the expense of such appraiser.

(vi) Record Date. If the Company takes a record of the holders of Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock, or Stock Equivalents or (B) to subscribe for or purchase Common Stock or Stock Equivalents, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

2C. Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Shares in effect immediately prior to such subdivision will be proportionately increased. If the

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Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Shares in effect immediately prior to such combination will be proportionately decreased.

2D. Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the Company’s assets to another Person or other transaction that is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior to the consummation of any Organic Change, the Company will make appropriate provision (as determined by the Board of Directors, but in form and substance reasonably satisfactory to the Registered Holders of the Warrants representing a majority of the Common Stock obtainable upon exercise of all Warrants then outstanding) to insure that each of the Registered Holders of the Warrants will thereafter have the right to acquire and receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable upon the exercise of such holder’s Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of such holder’s Warrant had such Organic Change not taken place. In any such case, the Company will make appropriate provision (in form and substance reasonably satisfactory to the Registered Holders of the Warrants representing a majority of the Common Stock obtainable upon exercise of all Warrants then outstanding) with respect to such holders’ rights and interests to insure that the provisions of this Section 2 and Sections 3 and 4 hereof will thereafter be applicable to the Warrants. The Company will not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument (in form and substance satisfactory to the Registered Holders of Warrants representing a majority of the Common Stock obtainable upon exercise of all of the Warrants then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

2E. Notices.

(i) Promptly upon any adjustment of the Exercise Shares, the Company will give written notice thereof to the Registered Holder, setting forth in reasonable detail and certifying the calculation of such adjustment.

(ii) The Company will give written notice to the Registered Holder at least ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any pro rata subscription offer to holders of Common Stock or (C) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.

(iii) The Company will also give written notice to the Registered Holders at least ten (10) days prior to the date on which any Organic Change, dissolution or liquidation will take place.

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Section 3. Dividends

3A. In the event that, during the term of the Warrants, the Company pays any cash dividend or makes any cash distribution to any holder of Common Stock each Registered Holder shall be entitled to receive in respect of its Warrant a dilution fee in cash (the “Dilution Fee”) on the date of payment of such dividend or distribution, which Dilution Fee shall be equal to the difference between (a) the product of (i) the highest amount per share paid to holders of Common Stock times (ii) the number of Exercise Shares to which the Holder is then entitled. No such dividend or distribution shall be paid unless the Holders shall have received advance written notice thereof at least ten (10) days prior to the record date.

3B. If the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “Liquidating Dividend”), then the Company will pay to the Registered Holder of this Warrant at the time of payment thereof the Liquidating Dividend which would have been paid to such Registered Holder on the Common Stock had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

Section 4. Definitions. The following terms have meanings set forth below:

“Common Stock” means, collectively, Common Stock and, except for purposes of the shares obtainable upon exercise of this Warrant, any capital stock of any class of the Company hereafter authorized that is not limited to a fixed sum (plus dividends accrued thereon, if any) or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Company.

“Company” shall have the meaning set forth in the introductory paragraph hereof.

“Dilution Fee” shall have the meaning set forth in paragraph 3A.

“Exercise Period” shall have the meaning set forth in paragraph 1A.

“Exercise Price” shall have the meaning set forth in the introductory paragraph hereof.

“Exercise Shares” shall have the meaning set forth in the introductory paragraph hereof.

“Exercise Time” shall have the meaning set forth in paragraph 1A.

“Fair Market Value” of a security means (i) if determined in connection with a sale of substantially all of the assets of or securities issued by the Company to an unrelated third party, the value to be realized by the holder of the security as a result thereof, (ii) otherwise, if available, the Market Price thereof, and (iii) otherwise, if Market Price is not available, the value as determined by the board of directors of the Company, in good faith.

“Fully Diluted Basis” means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of Stock Equivalents then outstanding (including Warrants), regardless of their exercise price or its equivalent.

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“Initial Fully Diluted Shares” shall mean that number of shares of Common Stock which is equal to the sum, without duplication, of (i) the number of shares of Common Stock outstanding as of the Closing Date. (ii) the number of shares of Common Stock issuable upon exercise of this Warrant, the other Warrants and the Outstanding Warrants, (iii) 4,542,654 shares of Common Stock, issuable upon exercise of Stock Equivalents outstanding as of the Closing Date and Stock Equivalents that may be granted in the future under the Option Plans, and (iv) the number of shares of Common Stock issuable due to the effects of any anti-dilution adjustment to any of the foregoing upon the issuance of this or any of the securities contemplated in clauses (ii) and (iii) above.

“Liquidating Dividend” shall have the meaning set forth in paragraph 3B.

“Market Price” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of each day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of thirty (30) days consisting of the day as of which “Market Price” is being determined and the twenty-nine (29) consecutive Business Days prior to such day.

“Option Plans” shall mean, collectively, (i) the 1997 Non-Employee Directors’ Stock Option Plan of the Company, as amended, (ii) the 1997 Long-Term Incentive Plan of the Company, as amended, (iii) the Company’s Employee Stock Purchase Plan, (iv) the 2001 Non-Employee Director Stock Appreciation Rights Plan of the Company and (v) any other stock option plan of the Company adopted by the Board of Directors of the Company and, to the extent required by applicable law, approved by the shareholders of the Company.

“Organic Change” shall have the meaning set forth in paragraph 2D.

“Outstanding Securities” shall mean (i) shares of Common Stock issued or issuable upon exercise of this Warrant and the other Warrants, (ii) shares of Common Stock issued or issuable upon exercise of the Outstanding Warrants, and (iii) up to an aggregate of 4,542,654 shares of Common Stock issued on or after the date hereof upon exercise of Stock Equivalents granted prior to, on or after the date hereof under the Option Plans.

“Outstanding Warrants” shall mean the warrants evidenced by (i) that certain Warrant, dated as of September 23,2002, issued by the Company to Bank One, NA, (ii) that certain Warrant, dated as of September 23, 2002, issued by the Company to The Prudential Insurance of America and (iii) that certain Warrant, dated as of March 30, 2004, issued by the Company to CorrPro Investments, LLC.

“Person” means an individual, a sole proprietorship, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

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“Registered Holder” shall have the meaning set forth in the introductory paragraph hereof.

“Stock Equivalents” means any option, warrant, right or similar security or claim exercisable into, exchangeable for, or convertible to shares of Common Stock or the economic equivalent value of shares of Common Stock (including, by way of illustration, stock appreciation rights).

“Warrants” shall have the meaning set forth in the introductory paragraph hereof.

Section 5. No Voting Rights; Limitations of Liability. This Warrant will not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision hereof, in the absence of affirmative action by the Registered Holder to purchase Common Stock, and no enumeration herein of the rights or privileges of the Registered Holder shall give rise to any liability of such holder for the Exercise Price of Common Stock acquirable by exercise hereof or as a stockholder of the Company.

Section 6. Warrant Transferable. Subject to the transfer conditions referred to in the legend endorsed hereon, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the Registered Holder, upon surrender of this Warrant with a properly executed Assignment (in the form of Exhibit II hereto) at the principal office of the Company.

Section 7. Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder, and each of such new Warrants will represent such portion of such rights as is designated by the Registered Holder at the time of such surrender. Except as expressly set forth herein, the date the Company initially issues this Warrant will be deemed to be the “Date of Issuance” hereof regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant shall be issued. All Warrants representing portions of the rights hereunder are referred to herein as the “Warrants.”

Section 8. Replacement. Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Registered Holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing this Warrant, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company (provided that if the Registered Holder is a financial institution or other institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Company will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 9. Notices. Except as otherwise expressly provided herein, all notices referred to in this Warrant will be in writing and will be delivered personally, sent by reputable express courier service (charges prepaid) or sent by registered or certified mail, return receipt requested, postage prepaid and will be deemed to have been given when so delivered, one

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Business Day after being so sent or three Business Days after being so deposited in the U.S. Mail (i) to the Company, at its principal executive offices and (ii) to the Registered Holder of this Warrant, at such holder’s address as it appears in the records of the Company (unless otherwise indicated by any such holder).

Section 10. Amendment and Waiver. Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Registered Holders of Warrants representing a majority of the shares of Common Stock obtainable upon exercise of the Warrants; provided, that no such action may change the Exercise Price of the Warrants or the number of shares or class of stock obtainable upon exercise of each Warrant without the written consent of the Registered Holders of Warrants representing at least 60% of the shares of Common Stock obtainable upon exercise of all the Warrants then outstanding.

Section 11. Descriptive Headings; Governing Law. The descriptive headings of the several Sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. The construction, validity and interpretation of this Warrant will be governed by the internal law, and not the conflicts law, of the State of Ohio.

*    *    *    *    *

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officers under its corporate seal and to be dated the Date of Issuance hereof.

CORRPRO COMPANIES, INC.
By:	/s/ ROBERT M. MAYER
	Robert M. Mayer Chief Financial Officer

EXHIBIT I

EXERCISE AGREEMENT

To:

Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant (Certificate No. W-     ), hereby agrees to subscribe for the purchase of              shares of the Common Stock covered by such Warrant and makes payment herewith in full therefor at the price per share provided by such Warrant.

¨ Check Box for Net Issue Exercise

Signature

Address

EXHIBIT II

ASSIGNMENT

FOR VALUE RECEIVED,                      hereby sells, assigns, and transfers all of the rights of the undersigned under the attached Warrant (Certificate No. W-    ) with respect to the number of shares of the Common Stock covered thereby set forth below, unto:

Names of Assignee Address No. of Shares

Signature

EX-7.3

Exhibit 7.3

SECURITIES PURCHASE AGREEMENT

BY AND BETWEEN

CORRPRO INVESTMENTS, LLC

AND

CORRPRO COMPANIES, INC.

DATED AS OF DECEMBER 15, 2003

TABLE OF CONTENTS

		Page
1.     Definitions		1
2.     Purchase And Sale of the Securities; Closing		10
2.1.	Purchase and Sale of the Securities	10
2.2.	Closing	10
3.     Representations and Warranties of the Company		10
3.1.	Organization and Qualification	10
3.2.	Articles of Incorporation and Code of Regulations	10
3.3.	Corporate Power and Authorization	11
3.4.	Capitalization	11
3.5.	Authorization of Issuance; Reservation of Shares	12
3.6.	Title to Properties	12
3.7.	Related-Party Transactions	13
3.8.	Permits; Compliance with Applicable Law	13
3.9.	Proprietary Rights	13
3.10.	Material Contracts	14
3.11.	No Conflicts	15
3.12.	Litigation	15
3.13.	Consents	15
3.14.	Labor Relations; Employees	15
3.15.	Employee Benefit Plans	16
3.16.	Tax Returns, Payments and Elections	19
3.17.	Brokers or Finders	20
3.18.	Offering Exemption	20
3.19.	Environmental Matters	20
3.20.	Offering of Securities	21
3.21.	AMEX Compliance	21
3.22.	SEC Documents	22
3.23.	Financial Statements	22
3.24.	No Suspension or Debarment	22
3.25.	Liability for Cost and Pricing Data	23
3.26.	Government Contracts	23
3.27.	No Adverse Changes	24
3.28.	Existing Registration Rights	25
3.29.	Suppliers and Customers	25
3.30.	Foreign Corrupt Practices Act	26
3.31.	Work in Progress	26
3.32.	Warranty and Related Matters	26
3.33.	Export Controls	26
3.34.	Restrictions on Bank Fees	27
4.     Representations and Warranties of Purchaser		27
4.1.	Authorization	27
4.2.	Purchase Entirely for Own Account	27
4.3.	Disclosure of Information	27
4.4.	Investment Experience	27

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4.5.	Accredited Investor	27
4.6.	Restricted Securities; Legends	28
4.7.	No Conflicts	28
4.8.	Brokers or Finders	28
5.     Pre-Closing Covenants		28
5.1.	Satisfaction of Conditions	28
5.2.	Shareholders Meeting; Proxy Materials	28
5.3.	Operation of Business Prior to Closing	29
5.4.	Restriction on Issuance of Capital Stock	30
5.5.	Reservation of Shares	30
5.6.	Listing; AMEX Compliance	30
5.7.	No Solicitation	30
5.8.	Restrictions on Bank Fees	31
6.     Conditions of the Parties at Closing		32
6.1.	Conditions of Purchaser’s Obligations at Closing	32
6.2.	Conditions of Company’s Obligations at Closing	35
6.3.	Further Conditions of Company’s Obligations at Closing	36
7.     Indemnification		36
7.1.	General Indemnification	36
7.2.	Environmental Indemnification	36
7.3.	Indemnification Principles	36
7.4.	Claim Notice; Right to Defend	36
7.5.	Indemnification Basket	37
7.6.	Indemnification Cap	37
8.     Miscellaneous		38
8.1.	Survival of Representations and Warranties	38
8.2.	Successors and Assigns	38
8.3.	Governing Law	38
8.4	Execution	38
8.5.	Headings	38
8.6.	Notices	38
8.7.	Expenses	39
8.8.	Amendments	39
8.9.	Severability	39
8.10.	Entire Agreement	39
8.11.	Delays or Omissions	40
8.12.	Interpretation	40
8.13.	Other Remedies	40
8.14.	Further Assurances	40
8.15.	Termination	41
8.16.	Tax Treatment	41

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Exhibits:
Exhibit A	–	Form of Warrant
Exhibit B	–	Binding Commitment Letter for Senior Credit Facility
Exhibit C	–	Binding Commitment Letter for Subordinated Notes
Exhibit D	–	Amended and Restated Articles of Incorporation
Exhibit E	–	Amended and Restated Code of Regulations
Exhibit F	–	Investor and Registration Rights Agreement
Exhibit G	–	Services Agreement
Exhibit H	–	Purchaser Designees
Exhibit I	–	Resigning Board Members
Schedules:
Schedule 3.4(b)	–	Capitalization
Schedule 3.6	–	Title to Properties
Schedule 3.7	–	Related-Party Transactions
Schedule 3.8	–	Permits
Schedule 3.9	–	Proprietary Rights
Schedule 3.10(a)	–	Material Contracts
Schedule 3.10(b)	–	Material Contracts; Arrearages or Waivers
Schedule 3.10(d)	–	Material Contracts; Non-Compete Agreements
Schedule 3.11	–	No Conflicts
Schedule 3.12	–	Litigation/Claims/Legal Proceedings
Schedule 3.13A	–	Consents for Transaction Documents
Schedule 3.13B	–	Consents for Securities
Schedule 3.14(a)	–	Material Compensation
Schedule 3.14(b)	–	Employee Payment Delinquencies
Schedule 3.14(c)	–	Employee Termination Plans
Schedule 3.14(d)	–	Labor Relations
Schedule 3.15(a)	–	Employee Benefit Plans
Schedule 3.15(b)	–	Employee Benefit Plans
Schedule 3.15(f)	–	Acceleration of Benefits
Schedule 3.15(g)	–	Premium Increases
Schedule 3.15(i)	–	Foreign Benefit Plans
Schedule 3.16	–	Tax Returns
Schedule 3.17	–	Brokers or Finders
Schedule 3.19(a)	–	Environmental Compliance; Permits
Schedule 3.19(c)	–	Environmental Law Violations
Schedule 3.19(f)	–	Hazardous Materials
Schedule 3.19(g)	–	Environmental Restrictions
Schedule 3.21	–	AMEX Compliance
Schedule 3.22	–	SEC Documents
Schedule 3.23	–	Financial Statements
Schedule 3.26(a)	–	Government Contracts
Schedule 3.26(b)	–	Compliance with Government Contracts
Schedule 3.26(c)	–	Government Investigations
Schedule 3.26(d)	–	Claims Under Government Contracts
Schedule 3.26(e)	–	Rates and Rate Schedules

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Schedule 3.26(f)	–	Competitive Procurement Process; Termination
Schedule 3.27	–	No Adverse Changes
Schedule 3.28	–	Existing Registration Rights
Schedule 3.29	–	Suppliers and Customers
Schedule 3.31	–	Work in Progress
Schedule 3.32	–	Warranty and Related Matter

iv

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 15^th day of December, 2003, by and between CorrPro Investments, LLC, a Delaware limited liability company (“Purchaser”), and Corrpro Companies, Inc., an Ohio corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company desires to issue and sell, and Purchaser desires to purchase, (i) an aggregate of 13,000 shares (the “Shares”) of the Company’s Series B Cumulative Redeemable Voting Preferred Stock, without par value (the “Series B Preferred Stock”), and (ii) detachable warrants in substantially the form attached hereto as Exhibit A (the “Purchaser Warrants”) to purchase up to that number of shares of the Company’s common shares, without par value (the “Common Stock”), that is equal to forty percent (40%) of the aggregate number of Fully Diluted Shares (the Shares and the Purchaser Warrants, collectively, the “Securities”);

NOW, THEREFORE, in consideration of the premises and mutual representations, warranties, covenants and agreements contained in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agrees as follows:

1. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

“1997 Directors Plan” shall mean the 1997 Non-Employee Directors’ Stock Option Plan of the Company, as amended.

“1997 Incentive Plan” shall mean the 1997 Long-Term Incentive Plan of the Company, as amended.

“Adjusted Working Capital” shall mean, immediately prior to the Closing, an amount of net working capital of the Company which is equal to (i) the amount of “current assets” of the Company (excluding “assets held for sale”) at such time minus (ii) the amount of “current liabilities” of the Company (excluding (I) “liabilities held for sale” and (II) “short-term borrowings and current portion of long term debt”) at such time, minus the amount of excess cash (as described in Section 6.1(w)(ii)) at such time, in each case for any item set off in quotes as set forth in the appropriate line item of the Company’s financial statements, as determined in accordance with GAAP. For purposes of the foregoing, (1) the term Adjusted Working Capital shall be based upon an assumption that the exchange rates (A) between the United States dollar and the Canadian dollar and (B) between the United States dollar and the British pound shall remain at a constant level from those rates that existed on June 30, 2003, and (2) the amount of any Transaction Costs that are incurred after June 30, 2003 and included in the calculation of Adjusted Working Capital shall be added back to the amount of Adjusted Working Capital.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling (including, but not limited to, all directors and executive officers of such Person), controlled by, or under direct or indirect common control with, such Person.

“Agreement” shall mean have the meaning set forth in the preamble.

“Alternative Transaction” shall mean any (i) tender or exchange offer involving the Company, (ii) merger, consolidation or other business combination involving the Company or any of its

1

Subsidiaries, other than a merger, consolidation or other business combination solely between the Company and one or more of its Subsidiaries, (iii) acquisition by any Person (other than the Company or any of its Subsidiaries) of any interest in equity securities (either currently outstanding or newly issued) of the Company or any of its Subsidiaries whereby after the consummation of such acquisition such acquiring Person would be the beneficial owner of twenty percent (20%) or more of the outstanding equity securities of the Company or any of its Subsidiaries, (iv) acquisition of all or substantially all of the assets of the Company or any of its Subsidiaries, (v) recapitalization or restructuring with respect to the Company; or (vi) any other transaction similar to any of the foregoing with respect to the Company or any of its Subsidiaries; provided, however, that the term “Alternative Transaction” (i) shall not include the transactions contemplated by this Agreement and the Transaction Documents or (ii) only if this Agreement is validly terminated by the Company in accordance with Section 8.15(a)(ii), shall not include any transaction consummated by the Company after such valid termination of this Agreement by the Company in accordance with Section 8.15(a)(ii).

“AMEX” shall mean the American Stock Exchange.

“Amended Articles” shall have the meaning set forth in Section 3.2.

“Amended Regulations” shall have the meaning set forth in Section 3.2.

“Amendment and Termination Agreements” shall mean, collectively, the Amendment and Termination Agreement effective October 23, 2003 by and between the Company and George A. Gehring, the Amendment and Termination Agreement effective October 23, 2003 by and between the Company and Barry W. Schadeck, the Amendment and Termination Agreement effective October 23, 2003 by and between the Company and David H. Kroon, the Amendment and Termination Agreement effective October 23, 2003 by and between the Company and Michael K. Baach, the Amendment and Termination Agreement effective October 23, 2003 by and between the Company and John D. Moran, the Amendment and Termination Agreement effective October 23, 2003 by and between the Company and Robert M. Mayer, and the Amendment and Termination Agreement effective October 23, 2003 by and between the Company and Joseph W. Rog.

“Average Annual Warranty Cost” shall have the meaning set forth in Section 3.32.

“Board” shall mean the Board of Directors of the Company, including any committees thereof.

“Break-Up Fee” shall have the meaning set forth in Section 5.7(e).

“Business Day” shall mean any day 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.

“CERCLA” shall have the meaning set forth in Section 3.19(a).

“Certifications” shall have the meaning set forth in Section 3.22.

“Claim Notice” shall have the meaning set forth in Section 7.4.

“Closing” shall have the meaning set forth in Section 2.2(a).

“Closing Fee” shall mean the closing fee payable by the Company pursuant to Section 1 of the Services Agreement.

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“Closing Date” shall have the meaning set forth in Section 2.2(a).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

“Common Stock” shall have the meaning set forth in the Recitals.

“Company” shall have the meaning set forth in the Preamble.

“Company Benefit Plans” shall have the meaning set forth in Section 3.15.

“Company Product” shall have the meaning set forth in Section 3.32.

“Confidentiality Agreement” shall mean that certain Confidentiality Agreement dated as of April 24, 2003 by and between Purchaser and the Company.

“Consolidated” or “Consolidating” shall mean, when used with reference to any financial term in this Agreement, the aggregate for two or more Persons of the amounts signified by such term for all such Persons determined on a consolidated basis in accordance with GAAP. Unless otherwise specified herein, references to consolidated financial statements or data of Company includes consolidation with its Subsidiaries in accordance with GAAP.

“Current Terms” shall mean (i) with respect to an account payable for which a related invoice or other agreement governing payment terms exists, the payment terms as defined in the invoice or other agreement related to such account payable; (ii) with respect to an account payable with no related invoice or other agreement governing payment terms, the payment terms for an account payable that are consistent with the customary payment practices in the Ordinary Course of Business of non-distressed businesses in the Company’s industry or line of business; and (iii) with respect to amounts owed by the Company to its employees, the aggregate amounts owed by the Company in the Ordinary Course of Business to its employees, including, without limitation, bonuses, salaries, and vacation, sick leave and other benefits, without any extension for, postponement of or out of the ordinary rollover of the payment or accrual of such amounts.

“Determination Date” shall mean the date of the later to occur of (i) the approval by Company’s shareholders of the Shareholder Proposals and (ii) the consummation of the sale of the Company’s Middle East operations in accordance with the conditions set forth in Section 6.1(y); provided that if the events described in both clause (i) and clause (ii) above have not yet occurred, the Determination Date shall be a date in the future that is not yet determined.

“Environmental Laws” shall have the meaning set forth in Section 3.19(a).

“Environmental Permits” shall have the meaning set forth in Section 3.19(b).

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, or any successor act or code and the regulations in effect from time to time thereunder.

“ERISA Affiliates” shall have the meaning set forth in Section 3.15(a).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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“Existing Articles” shall have the meaning set forth in Section 3.2.

“Existing Regulations” shall have the meaning set forth in Section 3.2.

“Existing Senior Lenders” shall mean the Company’s senior lenders under the Prior Credit Agreement.

“Existing Senior Notes” shall mean the Senior Notes due 2008 issued by the Company pursuant to the terms and conditions of the Prior Note Agreement.

“Financial Statements” shall have the meaning set forth in Section 3.23.

“Foreign Collectively Bargained Benefit Plan” shall mean each Foreign Benefit Plan that covers or benefits any current or former employee of the Company or any of its Subsidiaries that is not a Foreign Governmental Benefit Plan and that is sponsored by any Person other than the Company or any of its Subsidiaries.

“Foreign Benefit Plan” shall mean each employee benefit plan, cafeteria plan, flexible spending arrangement, sick leave and vacation policy, bonus, stock option, stock purchase, restricted stock, incentive compensation, deferred compensation, retirement, severance, medical, life, dental, disability or other welfare benefit plan, or any other benefit plans, programs, agreements, policies, or arrangements and all employment termination, severance, assignment, or other employment contracts or employment agreements governed, required, or imposed by the law of any jurisdiction outside of the United States, whether written or oral, and any insurance policies or arrangements related thereto, maintained, sponsored, established, or contributed to or required to be contributed, or with respect to which any liability is borne, outside the fifty (50) states of the United States of America by the Company or any of its Subsidiaries including but not limited to, any Foreign Governmental Plan.

“Foreign Governmental Benefit Plan” shall mean any Foreign Benefit Plan sponsored by any government or governmental entity.

“Fully Diluted Shares” shall mean that number of shares of Common Stock which is equal to the sum, without duplication, of (i) the number of shares of Common Stock outstanding as of the Closing Date, (ii) the number of shares of Common Stock issuable upon exercise of the Outstanding Warrants, (iii) the number of shares of Common Stock issuable upon exercise of the Purchaser Warrants and the Lender Warrants, (iv) a number of shares of Common Stock, issuable upon exercise of the Outstanding Options and options that may be granted under the Option Plans or the New Option Plan, equal to fifteen percent (15%) of the aggregate number of shares of Common Stock contemplated by clauses (i) - (v) herein and (v) the number of shares of Common Stock issuable due to the effects of any anti-dilution adjustment to any of the foregoing upon the issuance of the Purchaser Warrants, the Lender Warrants or any of the securities contemplated in clauses (ii), (iii) and (iv) above.

“GAAP” shall have the meaning set forth in Section 3.23.

“Government” shall mean the government of the United States of America, its agencies and instrumentalities.

“Governmental Approval” shall mean any approval, order, consent, waiver, authorization, certificate, license, permit or validation of, or exemption or other action by, or filing, recording or registration with, or notice to, any Governmental Authority.

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“Governmental Authority” shall mean any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

“Government Bid” shall mean any offer to sell made by the Company or any of its Subsidiaries prior to the Closing Date which, if accepted, would result in a Government Contract and for which an award has not been issued more than thirty (30) days prior to the date of this Agreement.

“Government Contract” shall mean any prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, pricing agreement, letter contract, grant, cooperative agreement or other similar arrangement of any kind, between the Company or any of its Subsidiaries on one hand, and (i) any Governmental Authority, (ii) any prime contractor of a Governmental Authority in its capacity as a prime contractor, or (iii) any subcontractor at any tier with respect to a contract with a Governmental Authority if such subcontractor is acting in its capacity as a subcontractor, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

“Hazardous Material” shall mean any element, compound, substance or other material (including, without limitation, any pollutant, contaminant, hazardous waste, hazardous substance, chemical substance, or product) that is listed, classified or regulated pursuant to any Environmental Law, including, without limitation, any petroleum product, by-product or additive, asbestos, presumed asbestos-containing material, asbestos-containing material, medical waste, chlorofluorocarbon, hydrochlorofluorocarbon, lead-containing paint, polychlorinated biphenyls, radioactive material or radon.

“Indebtedness” of any Person shall mean (a) all liabilities and obligations of such Person, contingent or otherwise, (i) in respect of borrowed money, (ii) evidenced by bonds, notes, debentures or similar instruments, (iii) representing the deferred and unpaid balance of the purchase price of any property or services, except those incurred in the Ordinary Course of Business that would constitute ordinarily a trade payable to trade creditors, (iv) evidenced by bankers’ acceptances, or (v) for payment of money relating to leases that are required to be capitalized for financial reporting purposes under GAAP, (b) all liabilities and obligations of any other Person of the kind described in the preceding clause (a) that such Person has guaranteed or that is otherwise its legal liability or which are secured by the assets or property of such Person and (c) all obligations of such Person to purchase, redeem or acquire any of its capital stock.

“Indebtedness Cap” shall initially mean $49,000,000, minus the amount of Run-Off Insurance Costs, minus any net proceeds from the sale of any non-current assets and any assets reflected in “assets held for sale” on the Company’s Form 10-Q for the quarterly period ended June 30, 2003 (including, but not limited to the Company’s Middle East operations and as adjusted to exclude the reclassification of the Company’s U.K. operations, as set forth in Exhibit C of the LOI), plus the amount of any net proceeds from the sale of the Company’s Middle East operations that are used and allocated to pay Yield Maintenance Amounts, plus the amount, if any, by which net proceeds ((i) after deducting fees and expenses paid or payable to Grant Thornton relating to the sale of the Company’s Middle East operations and (ii) excluding any amounts subject to earnout, holdback, escrow, delayed payment or other similar arrangements) received by the Company prior to the Closing from the sale of the Company’s Middle East operations (excluding such amounts that are used and allocated to pay Yield Maintenance Amounts) exceeds an amount equal to the Prior Note Prepayment Amount as of the Closing Date, plus the amount, if any, by which excess cash (as described in Section 6.1(w)(ii)) exceeds $4,100,000, plus the amount, if any, by which Transaction Costs paid by the Company at any time prior to the calculation of the

5

Indebtedness Cap exceeds $220,000; provided, however, that if the Adjusted Working Capital shall be less than the Initial Adjusted Working Capital, then the Indebtedness Cap shall be reduced by an amount which is equal to (i) the Initial Adjusted Working Capital minus (ii) the Adjusted Working Capital; and, provided, further, that if the Adjusted Working Capital shall be greater than the Initial Adjusted Working Capital, then the Indebtedness Cap shall be increased by an amount which is equal to (A) the Adjusted Working Capital minus (B) the Initial Adjusted Working Capital.

“Indemnified Party” shall have the meaning set forth in Section 7.4.

“Indemnifying Party” shall have the meaning set forth in Section 7.4.

“Investor and Registration Rights Agreement” shall have the meaning set forth in Section 6.1(i).

“Initial Adjusted Working Capital” shall mean $18,121,000.

“Knowledge” shall mean with respect to the Company, the actual knowledge of Joseph W. Rog, Robert M. Mayer, John D. Moran, Michael K. Baach, David H. Kroon, George A. Gehring, Jr. and Barry W. Schadeck.

“Law” shall mean the Existing Articles, the Existing Regulations and any foreign, federal, state or local law, statute, rule, regulation, ordinance, code, directive, writ, injunction, decree, judgment or order applicable to the Company or any of its Subsidiaries.

“Lender Warrants” shall mean the detachable warrants to be issued by the Corporation to the holders of Subordinated Notes in connection with the issuance of the Subordinated Notes.

“Letter Agreement” shall mean that certain letter agreement, dated as of August 14, 2003, by and between the Company and Purchaser.

“Losses” shall have the meaning set forth in Section 7.3.

“Lien” shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security.

“LOI” shall mean that certain Letter of Intent, dated as of September 11, 2003, by and between the Company and Purchaser, as amended.

“Major Shareholder” shall mean a beneficial or record owner of a number of shares of Common Stock equal to or in excess of ten percent (10%) of the outstanding shares of Common Stock.

“Material Adverse Effect” shall mean an event, occurrence or condition that has had, or could reasonably be expected to have, a material adverse change or effect on the business, condition (financial or otherwise), assets, liabilities, working capital, prospects or results of operations of the Company and its Subsidiaries, taken as a whole.

“Material Contracts” shall have the meaning set forth in Section 3.10.

“Minimum Excess Cash Amount” shall mean an amount equal to $4,100,000; provided that if the amount of Indebtedness of the Company and its Subsidiaries on a consolidated basis immediately prior to

6

the Closing shall be less than the Indebtedness Cap, then the Minimum Excess Cash Amount shall be reduced by an amount which is equal to (i) the Indebtedness Cap minus (ii) the amount of Indebtedness of the Company and its Subsidiaries on a consolidated basis immediately prior to the Closing.

“New Option Plan” shall mean the new incentive plan of the Company to be approved by the Board subsequent to the Closing.

“Option Plans” shall mean, collectively, (i) the 1997 Incentive Plan and (ii) the 1997 Directors Plan.

“Ordinary Course of Business” means any action taken by a Person that is:

(a) consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person;

(b) not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority); and

(c) similar in nature and magnitude to actions customarily taken, without any authorization by the board of directors of such Person (or by any Person or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person.

“Outstanding Options” shall have the meaning set forth in Section 3.4(a).

“Outstanding Warrants” shall have the meaning set forth in Section 3.4(a).

“Qualified Plan” shall have the meaning set forth in Section 3.15(b).

“Permits” shall have the meaning set forth in Section 3.8.

“Person” shall mean an individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated organization, joint venture, joint stock company, or a government or any agency or political subdivision thereof or other entity of any kind.

“Preferred Stock” shall have the meaning set forth in Section 3.4(a).

“Prior Credit Agreement” shall mean that certain Amended and Restated Credit Agreement dated as of June 9, 2000, as amended, by and between Bank One, NA, the Company and the other parties thereto.

“Prior Note Agreement” shall mean that certain Note Purchase Agreement dated as of January 21, 1998, as amended, by and between the Company and The Prudential Insurance Company of America.

“Prior Note Prepayment Amount” shall mean, as of any date of determination, the aggregate amount of all Yield Maintenance Amounts paid by the Company on or after September 11, 2003 but prior to such date of determination, plus the aggregate amount of all Yield Maintenance Amounts payable on such date of determination if the entire principal of the Existing Senior Notes were prepaid on such date of determination.

“Proprietary Rights” shall have the meaning set forth in Section 3.9.

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“Proxy Materials” shall mean the proxy statement and other proxy materials, including any amendments and supplements thereto, to be used to solicit proxies on behalf of the Board in connection with the Shareholders Meeting.

“Purchase Price” shall have the meaning set forth in Section 2.1.

“Purchaser Entity” shall have the meaning set forth in Section 7.2.

“Purchaser Proxy Information” shall have the meaning set forth in Section 5.2(c).

“Purchaser Warrants” shall have the meaning set forth in the Recitals.

“Release” shall mean any past or present release, spill, leak, leaching, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping.

“Required Consents” shall mean those consents, approvals, waivers, orders, authorizations, declarations, registrations, filings or notifications required under the agreements set forth on Schedule 3.13A.

“Rights Agreement” shall have the meaning set forth in Section 3.4(c).

“Run-Off Insurance Costs” shall mean the aggregate costs of any insurance policies that provide run-off and/or tail coverage deemed to be reasonably necessary by Purchaser as a result of the transactions contemplated by this Agreement and the other Transaction Documents. The parties hereto agree that the current estimate of the Run-Off Insurance Costs is $900,000, which estimate has been used in establishing the amount of the Indebtedness Cap.

“SAR Plan” shall have the meaning set forth in Section 3.4(b).

“SEC” shall mean the Securities and Exchange Commission, or any successor agency thereto.

“SEC Documents” shall have the meaning set forth in Section 3.22.

“Securities” shall have the meaning set forth in the Recitals.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Senior Credit Facility” shall mean the Master Credit Facility consisting of a proposed revolving credit line and a term loan from CapitalSource Finance LLC to the Company, upon substantially the terms as set forth in that certain Binding Commitment Letter, dated as of the date hereof, by and between CapitalSource Finance LLC and the Company, as set forth on Exhibit B.

“Series B Preferred Stock” shall have the meaning set forth in the Recitals.

“Services Agreement” shall have the meaning set forth in Section 6.1(i).

“Shareholders Meeting” shall have the meaning set forth in Section 5.2(a).

“Shareholder Proposals” shall have the meaning set forth in Section 5.2(a).

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“Shares” shall have the meaning set forth in the Recitals.

“Subordinated Notes” shall mean the Senior Secured Subordinated Notes of the Company proposed to be issued to American Capital Strategies, Ltd. upon substantially the terms as set forth in that certain Binding Commitment Letter, dated as of the date hereof, by and between American Capital Strategies, Ltd. and the Company, as set forth on Exhibit C.

“Subsidiary” or “Subsidiaries” shall mean any other corporation, limited liability company, association, joint stock company, joint venture or business trust of which, as of the date hereof or hereafter, (i) more than fifty percent (50%) of the outstanding voting stock, share capital or other equity interests is owned either directly or indirectly by any Person or one or more of its Subsidiaries, or (ii) the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by any Person and/or its Subsidiaries.

“Superior Proposal” shall mean any proposal relating to an Alternative Transaction (on its most recently amended or modified terms, if amended or modified) which the Board determines in its good faith judgment (after consultation with a financial advisor of nationally recognized reputation) to be (i) more favorable to the Company’s creditors and shareholders, from a financial point of view, than the transactions contemplated by this Agreement and the Transaction Documents (including any changes to the financial terms hereof and thereof proposed by Purchaser in response to such Alternative Transaction), (ii) for which the Board has received evidence reasonably demonstrating that any financing required in connection with the Alternative Transaction has been obtained or is then committed, and (iii) reasonably assured of being consummated, taking into account all financial, legal, regulatory and other aspects of such Alternative Transaction.

“Superior Proposal Notice” shall have the meaning set forth in Section 5.7(b).

“Superior Proposal Period” shall have the meaning set forth in Section 5.7(b).

“Third Party” shall have the meaning set forth in Section 5.7(a).

“Transaction Costs” shall mean the aggregate amount of transaction and financing fees, expenses and costs (including, without limitation, all legal, accounting, financial, investment banking, due diligence and advisory fees, expenses and costs) incurred or paid, or expected to be incurred or paid, by the Company, Purchaser and/or their Affiliates in connection with the transactions contemplated by this Agreement, the other Transaction Documents, the Senior Credit Facility, and the Subordinated Notes, excluding (a) Yield Maintenance Amounts, (b) all legal fees and expenses of Hahn, Loeser & Parks, LLP other than those in connection with this Agreement, the other Transaction Documents, the Senior Credit Facility and the Subordinated Notes and the transactions related thereto and (c) legal fees and expenses paid or payable to Haynes and Boone, LLP in connection with this Agreement and the transactions related thereto, but including, without limitation, (i) all amounts to be paid pursuant to the Amendment and Termination Agreements, which will be paid six (6) months after Closing, (ii) the Closing Fee, (iii) Run-Off Insurance Costs, (iv) expenses related to the Proxy Materials, (v) fees and expenses paid or payable to Grant Thornton relating to the United Kingdom operations and (vi) fees, costs and expenses related to the termination or redemption of the Rights Agreement.

“Transaction Documents” shall mean, collectively, this Agreement, the Investor and Registration Rights Agreement, the Purchaser Warrants, the Services Agreement, the Amended Articles, the Amended Regulations and all other agreements and instruments and any other documents, certificates, instruments or agreements executed pursuant to or in connection herewith or therewith, as such documents may be amended from time to time.

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“Yield Maintenance Amounts” shall mean yield maintenance amounts, as defined in the Prior Note Agreement.

“Warrant Shares” shall have the meaning set forth in Section 3.5.

2. Purchase And Sale of the Securities; Closing.

2.1. Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, at the Closing, the Company agrees to sell and issue to Purchaser, and Purchaser agrees to purchase from the Company, the Securities for an aggregate purchase price of $13,000,000 (the “Purchase Price”).

2.2. Closing.

(a) The purchase and sale of the Securities (the “Closing”) shall take place at the offices of Haynes and Boone, LLP, 901 Main Street, Suite 3100, Dallas, Texas 75202, within five (5) Business Days of the satisfaction or waiver of the closing conditions set forth in Section 6, or on such other date and at such other time as the Company and Purchaser shall mutually agree. The date of the Closing is referred to herein as the “Closing Date.”

(b) At the Closing,

(i) the Company shall deliver to Purchaser (A) one or more certificates representing the Shares in such denominations as Purchaser shall designate, and (B) the Purchaser Warrants; and

(ii) Purchaser shall deliver to the Company the Purchase Price payable by wire transfer of immediately available funds to such account or accounts as the Company shall designate.

3. Representations and Warranties of the Company. The Company hereby represents and warrants to Purchaser that:

3.1. Organization and Qualification. Each of the Company and its Subsidiaries has been duly incorporated or organized and is validly existing and in good standing under the laws of the state of its jurisdiction or organization, and has the requisite power and authority to own, lease and operate its assets, properties and businesses and to carry on its businesses as it is presently being conducted. Each of the Company and its Subsidiaries is duly qualified to transact business, and is in good standing, in each jurisdiction where it owns or leases real property or maintains employees or where the nature of its activities make such qualification necessary, except where such failure to qualify would not have a Material Adverse Effect.

3.2. Articles of Incorporation and Code of Regulations. The Company has delivered to Purchaser true, correct, and complete copies of (i) the Amended and Restated Articles of Incorporation of the Company as in effect on the date hereof (the “Existing Articles”), (ii) the Amended and Restated Code of Regulations of the Company as in effect on the date hereof (the “Existing Regulations”), (iii) the Amended and Restated Articles of Incorporation of the Company, including all certificates of amendment and including the designation of the rights, powers and preferences of the Series B Preferred Stock in the form attached hereto as Exhibit D as will be in effect at the Closing assuming shareholder approval of the Shareholder Proposals (the “Amended Articles”), and (iv) the Amended and Restated Code of

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Regulations of the Corporation in the form attached hereto as Exhibit E as will be in effect at the Closing assuming shareholder approval of the Shareholder Proposals (the “Amended Regulations”).

3.3. Corporate Power and Authorization. The Company has all required corporate power and authority to (i) execute and deliver this Agreement and each of the other Transaction Documents, and (ii) assuming shareholder approval of the Shareholder Proposals, perform its obligations hereunder and thereunder, and consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of the Company (except for shareholder approval of the Shareholder Proposals). This Agreement has been duly executed and delivered by the Company and constitutes, and each of the other Transaction Documents when executed by the Company on or prior to the Closing as provided herein will constitute, a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and (ii) general equitable principles. The sale, issuance and delivery of the Securities and the performance of all of the obligations of the Company under this Agreement and each of the other Transaction Documents have been authorized or will be authorized prior to the Closing, and, other than the approval of the Company’s shareholders of the Shareholder Proposals and the consents listed on Schedule 3.13A and Schedule 3.13B, no other corporate or other approval or authorization is required on the part of the Company, any of its Subsidiaries or any other Person by Law or otherwise in order to make this Agreement and each of the other Transaction Documents the valid, binding and enforceable obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and (ii) general equitable principles.

3.4. Capitalization.

(a) As of the date hereof, the authorized capital stock of the Company consists of (i) 40,000,000 shares of Common Stock and (ii) 1,000,000 shares of the Company’s Serial Preferred Shares, without par value (the “Preferred Stock”). As of November 12, 2003, 8,454,847 shares of Common Stock have been issued and are outstanding and no shares of Preferred Stock are issued and outstanding. As of December 10, 2003, (A) 1,309,277 shares of Common Stock are issuable upon exercise of outstanding options granted pursuant to the 1997 Incentive Plan and (B) 55,000 shares of Common Stock are issuable upon exercise of outstanding options granted pursuant to the 1997 Directors Plan (collectively, the “Outstanding Options”). As of the date hereof and the Closing Date, the maximum number of shares of Common Stock that are issuable upon exercise of additional options that may be granted (I) under the 1997 Incentive Plan is 276,461; provided that shares issued upon exercise of option awards, and shares subject to issuance but not issued due to surrender, lapse, expiration or termination, shall once again be available for issuance, (II) under the 1997 Directors Plan is 7,500, and (III) under the Outstanding Warrants is 774,962 (collectively, the “Unissued Options”). The Company has reserved a sufficient number of Common Stock for issuance upon exercise of the Outstanding Options, the Unissued Options and the Outstanding Warrants. As of the date hereof and the Closing Date, (1) 387,481 shares of Common Stock are issuable upon exercise of warrants issued to Bank One, N.A. pursuant to that certain Common Stock Purchase Warrant, dated as of September 23, 2002, and (2) 387,481 shares of Common Stock are issuable upon exercise of warrants issued to The Prudential Insurance Company of America pursuant to that certain Common Stock Purchase Warrant, dated as of September 23, 2002 (collectively, the “Outstanding Warrants”). The Company is a party to the Rights Agreement, which entitles shareholders of the Company to buy, upon certain triggering events, one one-hundredth of a Series A

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Junior Participating Preferred Share at an exercise price of $75 per share (subject to certain adjustments provided therein).

(b) Except as set forth in Section 3.4(a), as contemplated by this Agreement or as set forth in Schedule 3.4(b) hereto, there are no outstanding (i) shares of capital stock or other voting securities of the Company; (ii) securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of the Company; (iii) subscriptions, options, warrants, calls, commitments, preemptive rights or other rights of any kind to acquire from the Company, and no obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Company convertible into or exchangeable for such capital stock or voting securities; or (iv) other than 30,000 Stock Appreciation Rights granted under the Company’s 2001 Non-Employee Directors Stock Appreciation Rights Plan (the “SAR Plan”), equity equivalents, interests in the ownership or earnings or other similar rights of or with respect to the Company. Except as set forth on Schedule 3.4(b) or as set forth in this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or any other securities of the type described in clauses (i)-(iv) of the preceding sentence. Except as provided in this Agreement, applicable securities laws, the Company’s 401(k) Savings Plan and the Company’s Employee Stock Purchase Plan, there are no restrictions upon the voting or transfer of any shares of the capital stock or other voting securities of the Company pursuant to the Existing Articles, the Existing Regulations or other governing documents or any agreement or other instrument to which the Company is a party or by which the Company is bound.

(c) The execution and delivery of this Agreement is not and will not be deemed to be a triggering event and will not otherwise accelerate, create or result in any redemption rights under that certain Rights Agreement, dated as of July 23, 1997, by and between the Company and ComputerShare, as successor rights agent (the “Rights Agreement”). As of the Closing Date, the Company will have taken any and all action necessary to terminate the Rights Agreement.

3.5. Authorization of Issuance; Reservation of Shares. At the Closing, (i) the Shares to be acquired by Purchaser from the Company will be duly authorized and validly issued, fully paid and nonassessable and not issued in violation of any preemptive or similar rights and (ii) upon execution of the Purchaser Warrants, the shares of Common Stock issuable upon exercise of the Purchaser Warrants (the “Warrant Shares”) will be duly authorized and reserved for issuance, and upon issuance thereof upon exercise of the Purchaser Warrants, will be validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any preemptive or similar rights.

3.6. Title to Properties. Except as set forth on Schedule 3.6, the Company and its Subsidiaries have good and marketable title to, or valid and subsisting leasehold interests in, all of their respective real properties and other properties, whether tangible or intangible. Except as set forth on Schedule 3.6, none of the real properties or other properties, whether tangible or intangible, of the Company and its Subsidiaries is subject to any Lien. The Company and each of its Subsidiaries has performed all the obligations required to be performed by it in all material respects under the applicable lease or other agreement with respect to all of its real properties and other properties, whether tangible or intangible, leased by it. All such leases are valid, binding and enforceable with respect to the Company and its Subsidiaries, to the extent each is a party thereto, in accordance with their terms (except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally, and (ii) general equitable principles) and are in full force and effect, no material event of default has occurred and is continuing under such leases on the part of the Company or any of its Subsidiaries, and the Company has no Knowledge of the occurrence of any uncured event of default under such leases by any other Person.

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3.7. Related-Party Transactions. Except as set forth in Schedule 3.7, no director, officer, employee, Major Shareholder, or consultant of the Company or any of its Subsidiaries or member of the immediate family (defined as parents, spouse, siblings or lineal descendants) of any such director, officer, employee, Major Shareholder, or consultant is indebted to the Company or any of its Subsidiaries for borrowed money, and neither the Company nor any of its Subsidiaries is indebted for borrowed money (or committed to make loans or extend or guarantee credit) to any of them, other than for reimbursement of expenses incurred in connection with their service to the Company and/or its Subsidiaries. Except as provided in this Agreement or the other Transaction Documents or except as set forth in Schedule 3.7, no director, officer or Major Shareholder of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any consultant or any member of the immediate family of any such director, officer, Major Shareholder, or, to the Knowledge of the Company, consultant, directly or indirectly, (i) is a party to or beneficially owns of record in excess of ten percent (10%) of any person that is a party to any Material Contract or has any other business relationship with the Company or any of its Subsidiaries, except for stock ownership in, and employment by, the Company or any of its Subsidiaries, or (ii) has any business relationship with any competitor of the Company or any of its Subsidiaries.

3.8. Permits; Compliance with Applicable Law. Except as set forth on Schedule 3.8, the Company and each of its Subsidiaries has all franchises, permits, licenses, authorizations, approvals, registrations and any similar authority (“Permits”) required for the conduct of its business as now being conducted by it. The Permits shall include, without limitation, licenses and registrations as appropriate for conduct of the Company’s and Subsidiaries’ businesses the absence of which would have a Material Adverse Effect. Except as set forth in Schedule 3.8, neither the Company nor any of its Subsidiaries is in violation of, or has defaulted under, any such Permits. All such Permits are in full force and effect, and no violations that are continuing have been recorded in respect of any such Permits. No proceeding is pending or, to the Company’s Knowledge, threatened to revoke or limit any such Permit. No Permit will be suspended, cancelled or adversely modified as a result of the execution and delivery of this Agreement and each of the other Transaction Documents. Except as set forth on Schedule 3.8, the Company and each of its Subsidiaries has complied with, is not in violation of, and has not received any written notice alleging any violation with respect to, any Law, except for failures or violations that would not have a Material Adverse Effect.

3.9. Proprietary Rights. Except as set forth on Schedule 3.9, the Company and its Subsidiaries are the sole owners, free and clear of any Liens, of all Proprietary Rights. As used herein, the term “Proprietary Rights” means the Company’s or its Subsidiaries’ patents, trademarks, trade names, service marks, logos, designs, formulations, copyrights, and other trade rights and all registrations and applications therefor, all know-how, trade secrets, technology or processes, research and development, all Internet domain names, Web sites and computer programs, data bases and software documentation and all other intellectual property owned, licensed or otherwise used by the Company and its Subsidiaries. Set forth in Schedule 3.9 is a true and correct list of all patents and patent applications; trademarks, trade names, service marks, logos and all applications and registrations of the foregoing; Internet domain names; copyright applications and registrations; and a list describing all software owned or licensed by the Company and its Subsidiaries. The Company and each of its Subsidiaries has taken all reasonable actions to protect its rights in Proprietary Rights owned by it. The rights of the Company and each of its Subsidiaries in the Proprietary Rights are valid and enforceable. Except as disclosed in Schedule 3.9, neither the Company nor any of its Subsidiaries has received any demand, claim, notice or inquiry from any person or entity in respect of the Proprietary Rights which challenges, threatens to challenge or inquires as to whether there is any basis to challenge, the validity of, or the rights of the Company and the Subsidiaries in any of the Proprietary Rights, and the Company has no Knowledge of any basis for any such challenge. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is in violation or infringement of, and has not violated or infringed, any intellectual property rights of any other Person. To the Company’s Knowledge, except as set forth in Schedule 3.9, no third party is infringing on

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the rights of the Company and its Subsidiaries in and to the Proprietary Rights. Except on an arm’s-length basis for value and other commercially reasonable terms, neither the Company nor any of its Subsidiaries has granted any license with respect to the Proprietary Rights to any Person.

3.10. Material Contracts.

(a) Set forth in Schedule 3.10(a) is a true and complete list of all material contracts, agreements, powers of attorney, undertakings, commitments, notes, bonds, indentures, mortgages, deeds of trust, guarantees, pledges, instruments, leases, decrees or obligations that are currently in effect to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is bound, including, without limitation, (i) any agreement or purchase or task order that requires future expenditures by the Company or any of its Subsidiaries in excess of $200,000 in any given year, or $350,000 in the aggregate, or that could result in payments to the Company or any of its Subsidiaries in excess of $500,000 in the aggregate, (ii) any employment agreements and material consulting agreements, (iii) any agreement with any current or former Major Shareholder, officer or director of the Company or any of its Subsidiaries, or any Affiliate of such Major Shareholder, officer or director, including, without limitation, any agreement or other arrangement providing for the furnishing of services by, the rental of real or personal property from, the licensing of intellectual property from, or otherwise requiring payments to, any such Major Shareholder, officer or director, (iv) any material agreement relating to the development, manufacture, marketing or distribution of the products or services of the Company or any of its Subsidiaries, (v) any material agreement relating to the licensing of intellectual property where the Company and/or its Subsidiaries is the licensee or licensor, and (vi) any other agreement material to the business of the Company or any of its Subsidiaries, regardless of the dollar value of the amounts receivable by, or payment obligations of, the Company or its Subsidiaries thereunder (collectively, the “Material Contracts”).

(b) Assuming the due execution and delivery by the other parties thereto, each of the Material Contracts is legal, valid and binding, and in full force and effect, and enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and (ii) general equitable principles. There is no breach, violation or default by the Company or any of its Subsidiaries (or, to the Company’s Knowledge, any other party thereto) under any Material Contract, and no event has occurred which, with notice or lapse of time or both, would (A) constitute a material breach, violation or default by the Company or any of its Subsidiaries (or, to the Company’s Knowledge, any other party thereto) under any such Material Contract, (B) give rise to any Lien or right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration against the Company or any of its Subsidiaries under any such Material Contract or (C) to the Knowledge of the Company, give rise to any material claims for indemnification against the Company or any of its Subsidiaries under any Material Contract. Except as set forth in Schedule 3.10(b), neither the Company nor any of its Subsidiaries is and, to the Company’s Knowledge, no other party to any of such Material Contract is, in arrears in any material respect of the performance or satisfaction of any terms or conditions on its part to be performed or satisfied under any of such Material Contracts, except as set forth in Schedule 3.12, neither the Company nor any of its Subsidiaries has received notice of, or otherwise has Knowledge of, any material claim for indemnification under any Material Contract that is currently pending, or has been asserted during the past twenty four (24) months, and neither the Company nor any of its Subsidiaries has and, to the Company’s Knowledge, no other party thereto has, granted or been granted any waiver or indulgence under any of such Material Contracts or repudiated any provision thereof.

(c) The Company has provided or made available to Purchaser or its representatives complete copies of each of the Material Contracts, including all amendments, modifications, supplements, schedules, exhibits and attachments thereto.

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(d) Except as set forth in Schedule 3.10(d), neither the Company nor its Subsidiaries is a party to or otherwise bound by any contracts, agreements, undertakings, commitments, notes, bonds, indentures, mortgages, deeds of trust, guarantees, pledges, instruments, leases, decrees or other obligations that are currently in effect and that contain any noncompete provisions or similar provisions that would place any restriction on or otherwise affect the business and operations of Purchaser after the consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

3.11. No Conflicts. The execution and delivery by the Company of this Agreement and each of the Transaction Documents, and the performance by it of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in a violation of any provision of the Existing Articles (except as expressly addressed in the Amended Articles), the Existing Regulations (except as expressly addressed in the Amended Regulations), the Amended Articles, the Amended Regulations, or the charter, bylaws, or other governing instruments of any Subsidiary of the Company, (ii) except as set forth on Schedule 3.11, conflict with or result in a violation of any provision of, constitute (with or without the giving of notice or the passage of time or both) a default or event of default under, give rise (with or without the giving of notice or the passage of time or both) to any loss of any benefit under, give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration under, or require any consent under, any Material Contract, (iii) result in the creation or imposition of any Lien upon the properties of the Company or any of its Subsidiaries other than as contemplated under the Senior Credit Facility or Subordinated Notes, or (iv) violate in any respect any Law binding upon the Company or any of its Subsidiaries or any rules, regulations or published policies of the AMEX.

3.12. Litigation. Except as set forth in Schedule 3.12, there is no action, claim, litigation, tax or compliance audit, suit or proceeding, regulatory or administrative enforcement action or Governmental inquiry or investigation pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries, any of their officers or directors that, only with respect to such officers and directors, is related to the Company’s business, or the assets of the Company or its Subsidiaries. To the Company’s Knowledge, there is no reason to believe that any of the foregoing may occur which would have, or any of the items set forth in Schedule 3.12 would reasonably be likely to result in, in the aggregate, a Material Adverse Effect. Except as set forth in Schedule 3.12, neither the Company nor any of its Subsidiaries is subject to any outstanding judgment, order or decree directed against the Company or any of its Subsidiaries or, to the Company’s Knowledge, any officer or director thereof. There is no action, suit or proceeding pending or, to the Company’s Knowledge, threatened against the Company seeking to restrain, prohibit, or obtain damages or other relief in connection with this Agreement, the Transaction Documents, or the transactions contemplated hereby and thereby.

3.13. Consents. No consent, approval, waiver, order or authorization of, declaration, registration or filing with, or notice to any Person or Governmental Authority is required to be obtained or made by the Company or any of its Subsidiaries in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents or (ii) the offer, sale or issuance of the Securities, except for such consents, approvals, waivers, orders, authorizations, declarations, registrations, filings or notifications listed on Schedule 3.13A and Schedule 3.13B.

3.14. Labor Relations; Employees.

(a) Set forth on Schedule 3.14(a) is a true and correct list of each employee of the Company and each of its Subsidiaries whose annual base compensation is equal to or exceeds $100,000, which list provides, among other things, the name, title, job description and compensation information

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concerning each such employee as of November 23, 2003 and whether such employee is party to a confidentiality, nondisclosure and/or noncompete agreement with the Company and/or its Subsidiaries.

(b) Except as set forth in Schedule 3.14(b), neither the Company nor any of its Subsidiaries is delinquent in payments to its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by the date hereof or amounts required to be reimbursed to any employee as of the date hereof.

(c) The Company and each of its Subsidiaries is in compliance in all material respects with all Laws relating to employment and classification of persons as employees, including, without limitation, all such Laws relating to wages, hours, leave rights, discrimination, anti-retaliation, civil rights, immigration, safety and the collection and payment of withholding and/or Social Security taxes and similar taxes and the provision of employee benefits. Except as set forth in Schedule 3.14(c), to the Company’s Knowledge, no officer, executive or manager of the Company or its Subsidiaries has any current plans to terminate his or her employment with the Company or such Subsidiary.

(d) Except as set forth in Schedule 3.14(d), (i) neither the Company nor any of its Subsidiaries employs members of any labor union; (ii) no labor organization or group of employees of the Company or any of its Subsidiaries has made a pending demand for recognition or request for certification of representation of the Company or any of its Subsidiaries; (iii) there are no representation or certification proceedings or petitions seeking a representation election presently pending or threatened, to be brought or filed with the National Labor Relations Board or other labor relations tribunal in connection with employees of the Company or any of its Subsidiaries; (iv) there are no strikes, lockouts, work stoppages or slowdowns pending or threatened against or involving the Company or any of its Subsidiaries; and (v) there are no unfair labor practice charges, arbitrations, grievances or complaints pending or threatened in writing against the Company or any of its Subsidiaries relating to the employment or termination of employment by the Company or any of its Subsidiaries of any of its employees.

3.15. Employee Benefit Plans.

(a) Except as set forth in Schedules 3.10(a), 3.10(b) or 3.15(a), the Company and its Subsidiaries do not sponsor, maintain or contribute to, are not required to contribute to, and do not have any liability (contingent or otherwise) with respect to any “employee benefit plans” as defined by Section 3(3) of ERISA, specified fringe benefit plans as defined in Section 6039D of the Code, or any other bonus, incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, dental, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, or any other employee compensation or benefit plan, agreement, policy, practice, commitment or contract (whether qualified or nonqualified, currently effective or terminated, written or unwritten), or any trust, escrow or other agreement related thereto, subject to U.S. Law (each a “Company Benefit Plan” and together the “Company Benefit Plans”). Except as set forth on Schedule 3.15(a), neither the Company, its Subsidiaries nor any other trade or business (whether or not incorporated) which is or at any time within the six (6)-year period ending on the Closing Date would have been treated as a “single employer” with either the Company or its Subsidiaries under Section 414(b), (c), (m), or (o) of the Code (the “ERISA Affiliates”) has contributed to, been required to contribute to, or has had any liability (contingent or otherwise) at any time within the last six (6) years with respect to any “multiemployer plan,” as that term is defined in Section 4001 of ERISA or any “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to Title IV of ERISA or Section 412 of the Code.

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(b) Each Company Benefit Plan (and each related trust, insurance contract or fund) complies in form and in operation in all material respects with the applicable requirements of all Laws governing or applying to such Company Benefit Plan, including, without limitation, ERISA and the Code, and, to the Knowledge of the Company, no statement, either written or oral, has been made by the Company with regard to any Company Benefit Plan that is not materially in accordance with its terms. Except as set forth on Schedule 3.15(b), the Company and its Subsidiaries have each performed, in all material respects, all of their obligations under all Company Benefit Plans, and all contributions (including all employer and employee salary reduction contributions) to any Company Benefit Plan with respect to any period ending before, at or including the Closing Date have been made or will be made within the permitted time period therefor. Neither the Company nor its Subsidiaries has engaged in or permitted to occur and, to the Knowledge of the Company, no other party has engaged in or permitted to occur, any transaction prohibited by Section 406 of ERISA or “prohibited transaction” under Section 4975(c) of the Code or any breach of fiduciary duty under ERISA with respect to any Company Benefit Plan, except for any transactions that are exempt under Section 408 of ERISA or Section 4975 of the Code. Except as set forth on Schedule 3.15(b) and except for any formal written qualification requirement with respect to which the remedial amendment period set forth in Section 401(b) of the Code, and any regulations, rulings or other Internal Revenue Service releases thereunder, has not expired, (i) each Company Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code (“Qualified Plan”) has received a favorable determination letter from the Internal Revenue Service and is qualified in form and operation under Section 401(a) of the Code, and each trust for each such Company Benefit Plan is exempt from federal income tax under Section 501(a) of the Code, and (ii) no event has occurred or circumstance exists that gives rise to disqualification or loss of tax-exempt status of any such Company Benefit Plan or trust. All filings required by ERISA and the Code as to each Company Benefit Plan have been timely filed, and all notices and disclosures to participants required by either ERISA or the Code have been timely provided. The Company, its Subsidiaries and each ERISA Affiliate has complied with all of the provisions of Parts 6 and 7 of Title I of ERISA and Section 4980B of the Code.

(c) The Company has delivered or made available to Purchaser or its designated representatives true, accurate, and complete copies of (i) all documents setting forth the terms of each Company Benefit Plan that exists in written form, including without limitation, the plan documents, related contracts, summary plan descriptions, insurance policies, all related trust agreements, and other documents describing the funding agreements for each such Company Benefit Plan, except those provisions arising by operation of law that have not yet been formally adopted but are required to conform the operation of such plans to applicable law, (ii) the most recent determination letter received from the Internal Revenue Service, where applicable, for each Qualified Plan, (iii) the Form 5500 Annual Report filed in each of the three most recent plan years, where applicable, (iv) all written agreements with third-party administrators, actuaries, investment managers, consultants, and any other third parties providing services with respect to or on behalf of any Company Benefit Plan currently in force or for which the Company or any of its Subsidiaries currently has any liability (contingent or otherwise); (v) all reports, including discrimination testing reports conducted within the four (4) years preceding the Closing Date; (vi) a copy of the form of notice, if any, used by any Company Benefit Plan to notify participants and beneficiaries of their rights under Section 601 et seq. of ERISA and Sections 4980B and 9801 et seq. of the Code, and under all other applicable federal and state laws regulating the notice requirements of “group health plans” (as defined in Section 607(1) of ERISA); (vii) all documents that set forth the terms of each Foreign Benefit Plan; together with all amendments thereto, and, if applicable, all current trust agreements and other documents establishing other funding arrangements, together with all amendments thereto, and the latest financial statements and actuarial valuation report, as applicable, thereof and (viii) all such other documents requested by the Purchaser prior to the Closing Date with respect to each Company Benefit Plan.

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(d) There are no pending, or, to the Knowledge of the Company, threatened, claims by or on behalf of any Company Benefit Plan, or by any Person, (other than ordinary claims for benefits submitted by participants and beneficiaries) that, individually or in the aggregate, could result in material liability on the part of Purchaser, the Company, its Subsidiaries or any fiduciary of any such Company Benefit Plan.

(e) Neither the Company nor its Subsidiaries maintains or is obligated to provide benefits under any life, medical, or health plan (other than as an incidental benefits under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under Section 601 et seq. of ERISA and Section 4980B of the Code or other applicable law.

(f) Except as set forth on Schedule 3.15(f), no employee of either the Company or its Subsidiaries shall be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this Agreement or the other Transaction Documents. Assuming effectiveness of the Amendment and Termination Agreements, which effectiveness is expressly conditioned upon the Closing, no Person is entitled to receive any additional payment from the Company, its Subsidiaries or any other party that could result in a loss of deduction for the Company under Section 280G of the Code.

(g) Except as set forth on Schedule 3.15(g), to the Company’s Knowledge, no event has occurred or circumstance exists that could result in a material increase in premium costs of any Company Benefit Plans that are insured or a material increase in benefit costs of such Company Benefit Plans that are self-funded.

(h) Neither the Company, its Subsidiaries nor any ERISA Affiliate has violated Sections 306 or 402 of the Sarbanes-Oxley Act of 2002 and the execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not cause such a violation.

(i) Foreign Benefit Plans.

(i) Schedule 3.15(i) contains a true and complete list of each Foreign Benefit Plan other than a Foreign Governmental Benefit Plan.

(ii) Each Foreign Benefit Plan other than a Foreign Collectively Bargained Benefit Plan or a Foreign Governmental Benefit Plan has been maintained in compliance in all material respects with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. All contributions, premiums or other payments required to be made by the Company or any of its Subsidiaries with respect to each Foreign Benefit Plan have been timely made and have been paid in full. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has made any announcement, agreement, or proposal or has incurred or is likely to incur on or prior to Closing any obligation in connection with the amendment of, termination of, or withdrawal from any Foreign Benefit Plan.

(iii) The present value of the accrued benefit liabilities (whether or not vested) attributable to employees of the Company or any of its Subsidiaries or for which the Company or any of its Subsidiaries is or may be liable under each Foreign Benefit Plan that is a pension or retirement plan (including, without limitation, any superannuation fund) or that provides for actuarially-determined benefits, determined as of the end of the most recently ended fiscal year of the Company or any such Subsidiary, on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current

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value of the assets of such Foreign Benefit Plan allocated to such benefit liabilities, or, alternatively, the Company or any such Subsidiary has established adequate reserves for the present value of such accrued benefit liabilities, determined as described herein, in the Financial Statements.

(iv) No action, litigation, audit examination, investigation or administrative proceeding has been made, commenced or, threatened with respect to any Foreign Benefit Plan that would reasonably be expected to result in a material liability of the Company or any of its Subsidiaries. No Foreign Benefit Plan which is not a Foreign Governmental Benefit Plan provides for post-employment or retiree health, life insurance and/or other welfare benefits and has unfunded liabilities, and neither the Company nor any of its Subsidiaries has any obligation to provide any such benefits to any active employees following such employees’ retirement or termination of service, to any retired or former employees, or to any beneficiary of any retired or former employee following such employees’ death.

(v) There are no material liabilities of the Company or any of its Subsidiaries with respect to any Foreign Benefit Plan that are not accrued or otherwise disclosed in the Financial Statements. To the knowledge of the Company, no condition or circumstance exists that would prevent the amendment or termination of any Foreign Benefit Plan other than a Foreign Collectively Bargained Benefit Plan or Foreign Governmental Benefit Plan. With respect to each Foreign Benefit Plan (other than a Foreign Governmental Benefit Plan), to the knowledge of the Company, no event has occurred and no condition or circumstance exists that could result in a material increase in the benefits under or the expense of maintaining any such Foreign Benefit Plan from the level of benefits or expense incurred for the most recent fiscal year ended thereof. To the knowledge of the Company, no event has occurred and no condition or circumstance exists that could result in a material increase in the benefits under or the expense of maintaining any Foreign Collectively Bargained Benefit Plan from the level of benefits or expense incurred for the most recent fiscal year ended thereof.

(vi) The execution of this Agreement and the consummation of the Contemplated Transactions will not constitute a triggering event under any Foreign Benefit Plan, whether or not legally enforceable, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment, acceleration, vesting or increase in benefits to any employee or former employee or director of the Company or any of its Subsidiaries. No Foreign Benefit Plan (other than a Foreign Governmental Benefit Plan) provides for the payment of severance, termination, change of control or similar-type payments or benefits.

3.16. Tax Returns, Payments and Elections. The Company and each of its Subsidiaries has filed all tax returns and reports (including information returns and reports) as required by law. Such returns and reports are true and correct in all material respects. The Company and each of its Subsidiaries has paid all taxes shown as due on such returns. The provision for taxes of the Company and its Subsidiaries as shown in the Financial Statements (as hereinafter defined) is adequate in all respects for all taxes, assessments and governmental charges due or accrued as of the date thereof with respect to its business, properties and operations of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries has elected pursuant to the Code to be treated as a Subchapter S corporation pursuant to Section 1362(a) or a collapsible corporation pursuant to Section 341(f) of the Code, nor has the Company or any of its Subsidiaries made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a Material Adverse Effect. Except as set forth on Schedule 3.16, neither the Company nor any of its Subsidiaries has had any tax deficiency proposed or assessed that has not been paid in full against it by the Internal Revenue Service or any other foreign, federal, state or local taxing authority and, other than those that have been paid in full or closed, none have been asserted in writing or, to the Company’s Knowledge, currently threatened at any time for additional taxes. Neither the Company nor any of its Subsidiaries has executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge that

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remains outstanding. Except as set forth on Schedule 3.16, within the six (6) year period preceding the date hereof, none of the Company’s or any of its Subsidiary’s foreign, federal, state or local income or franchise tax or sales or use tax returns are currently subject to audit by governmental authorities and, to the Company’s Knowledge, none is threatened. Since the date of the Financial Statements, neither the Company nor any of its Subsidiaries has incurred any taxes, assessments or governmental charges other than in the Ordinary Course of Business. The Company and each of its Subsidiaries has withheld or collected from each payment made to each of its respective employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) and foreign taxes required to be withheld or collected therefrom, and has paid or will pay within the time permitted therefore, the same to the proper tax receiving officers or authorized depositories.

3.17. Brokers or Finders. Except as set forth in Schedule 3.17, neither the Company or any of its Subsidiaries has incurred, or will incur, directly or indirectly, as a result of any action taken by the Company or any of its Subsidiaries, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby.

3.18. Offering Exemption. Assuming the approval of the Shareholder Proposals and the truth and accuracy of the representations and warranties of Purchaser contained in Sections 4.2, 4.3, 4.4 and 4.5, the offer, sale and issuance of the Securities to Purchaser are, and the offer, sale and issuance of the Warrant Shares to Purchaser upon exercise of the Purchaser Warrants will be, exempt from registration under the Securities Act and under any applicable state securities and “blue sky” laws, as currently in effect.

3.19. Environmental Matters.

(a) Except as set forth on Schedule 3.19(a), the Company complies and has at all times complied in all material respects with all federal, state and local laws, judgments, decrees, orders, consent agreements, authorizations, permits, licenses, rules, regulations, common or decision law (including, without limitation, principles of negligence and strict liability) relating to the protection, investigation or restoration of the environment (including, without limitation, natural resources) or the health or safety matters of humans and other living organisms, including, without limitation, the Resource Conservation and Recovery Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Federal Clean Water Act, as amended, the Federal Clean Air Act, as amended, the Toxic Substances Control Act, and any state or local analog (hereinafter “Environmental Laws”).

(b) Except as set forth on Schedule 3.19(a), the Company has obtained, and has timely filed renewal applications for, all permits, approvals, identification numbers, certificates, registrations, licenses, and other authorizations necessary for its operations under any Environmental Law (hereinafter “Environmental Permits”) and all such Environmental Permits are in good standing.

(c) Except as set forth in Schedule 3.19(c), (i) the Company has no Knowledge of, and has not received notice of, any complaint, order, directive, lien, claim, notice of violation, request for information or citation, and to the Company’s Knowledge no proceeding has been instituted raising a claim against the Company or any predecessor or any of their respective real properties or other assets currently or formerly owned, leased or operated indicating or alleging any damage to the environment or any liability or obligation under or violation of any Environmental Law, which claim has not been settled,

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and (ii) the Company is not subject to any order, decree, injunction or other directive of any Governmental Authority relating to any Environmental Laws.

(d) The Company has not disposed of, sent, or arranged for the transportation of Hazardous Materials on or to any site that, pursuant to CERCLA or any similar or analogous state law, has been placed or is proposed to be placed on the federal “National Priorities List” or any similar state list.

(e) The Company has not been identified as a potentially responsible party under CERCLA or any similar or analogous state law.

(f) Except as set forth in Schedule 3.19(f), (i) the Company has not used and, to the Company’s Knowledge, no other person has used, any portion of any property owned, operated or leased by the Company for the disposal of Hazardous Materials and, except in the normal course of business and in accordance with applicable Environmental Laws, for the generation, handling, processing, treatment, or storage of Hazardous Materials; (ii) the Company does not own or operate, and has not owned or operated, any underground tank or other underground storage receptacle for Hazardous Materials or any structure or equipment containing any asbestos-containing materials or polychlorinated biphenyls, and, to the Company’s Knowledge, no underground tank or other underground storage receptacle for Hazardous Materials, and no asbestos-containing materials or polychlorinated biphenyls are located on any portion of any property currently, or to Company’s Knowledge, formerly owned, operated or leased by the Company; and (iii) there have been no Releases or threatened Releases of Hazardous Materials on, at, in, under, above, to, from or about any property currently or formerly owned, operated or leased by the Company except in compliance with Environmental Laws and in such amounts that would not reasonably create liabilities, obligations, or restrictions under any Environmental Laws.

(g) Except as set forth in Schedule 3.19(g), the execution, delivery and performance of this Agreement is not subject to any Environmental Laws which condition, restrict or prohibit the sale, lease or other transfer of property or operations, including any so-called “environmental cleanup responsibility acts” or requirements for the transfer of permits, approvals, or licenses. The Company has delivered or made available to Purchaser or its designated representatives true, accurate and complete copies of all environmentally related audits, studies, reports, analyses (including soil and groundwater analyses), or investigations in the Company’s possession of any kind performed within the last five (5) years with respect to the currently or formerly owned, leased, or operated properties of the Company. The Company has made all of its facilities available to Purchaser and its representatives for purposes of conducting further environmentally related assessments.

3.20. Offering of Securities. No form of general solicitation or general advertising has been used by the Company or any of its agents or representatives in connection with the offer and sale of the Securities. Neither the Company nor any of its agents or representatives has, directly or indirectly, offered the Securities to, or solicited any offers to buy the Securities from, any other Person.

3.21. AMEX Compliance. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is listed for trading on the AMEX, and the Company has taken no action that could reasonably be expected to have the effect of the termination of the registration of the Common Stock under the Exchange Act or the delisting of the Common Stock from the AMEX. Except as set forth on Schedule 3.21, the Company has not been notified of any action or potential action by the AMEX, or of any violation of the rules and regulations of the AMEX, that could result in the delisting of the Common Stock from the AMEX.

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3.22. SEC Documents. Except as set forth on Schedule 3.22, the Company has filed in a timely manner all documents that the Company was required to file under the Exchange Act and the rules and regulations of the AMEX since March 31, 2001 including, without limitation, all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, registration statements and proxy statements, including any amendments, supplements or exhibits thereto, filed by the Company with the SEC since March 31, 2001 (collectively, the “SEC Documents”). Except as set forth on Schedule 3.22, the SEC documents complied in all material respects with the requirements of the Securities Act and the Exchange Act as of their respective filing dates, and none of the SEC Documents, including any financial statements or schedules included or incorporated by reference therein, when filed, contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since August 29, 2002, the Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has furnished to, or filed with, the SEC all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (the “Certifications”). The Certifications did not contain any qualifications or exceptions to the matters certified therein and have not been modified or withdrawn, and neither the Company nor any of its officers has received any notice from any Governmental Authority questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of the Certifications.

3.23. Financial Statements. The Company has delivered to Purchaser copies of the audited financial statements of the Company and its Subsidiaries as at and for the years ended March 31, 2001, 2002 and 2003 and the unaudited financial statements of the Company and its Subsidiaries as at and for the fiscal quarters ended June 30, 2003, September 30, 2003 and the month ended October 31, 2003 (the “Financial Statements”). Except as set forth on Schedule 3.23, the Financial Statements have been prepared in accordance with generally accepted accounting principles in effect in the United States, consistently applied (“GAAP”), and fairly present the financial condition and operating results of the Company and its Subsidiaries as of the date, and for the period, indicated therein, except that the unaudited financial statements of the Company and its Subsidiaries as at and for the fiscal quarters ended June 30, 2003, September 30, 2003 and the month ended October 31, 2003 are subject to normal year-end adjustments and do not contain all notes required under GAAP. Except as set forth in the Financial Statements, the Company and its Subsidiaries have no liabilities, obligations or commitments of any nature (whether accrued, absolute, contingent, unliquidated or otherwise), which are required to be included in the Financial Statements in accordance with GAAP, other than (i) liabilities that are listed on Schedule 3.23, (ii) liabilities that have arisen in the Ordinary Course of Business since October 31, 2003 and have not had and could not reasonably be expected to have a Material Adverse Effect and (iii) obligations to perform after the date hereof any contracts or agreement which have been disclosed on Schedules 3.10(a) or 3.10(b) or which are not required to be disclosed on Schedules 3.10(a) or 3.10(b) because such contracts and agreements do not meet the disclosure thresholds under Schedules 3.10(a) or 3.10(b). Except as disclosed in the Financial Statements, neither the Company nor any of its Subsidiaries is a guarantor or indemnitor of any Indebtedness of any other Person.

3.24. No Suspension or Debarment. Neither the Company nor any of its Subsidiaries during the last five (5) years has been and, to the Company’s Knowledge, none of their respective directors, officers, employees, consultants or agents during the last five (5) years has been, suspended or debarred from eligibility for award of contracts with the Government or any other Governmental Authority or is or was the subject of a finding of non-responsibility or ineligibility for Government or Governmental Authority contracting. During the past five (5) years, no Government or Governmental Authority contracting suspension or debarment action has been threatened or commenced against the Company or any of its Subsidiaries or, to the Company’s Knowledge, any of its directors, officers, employees, consultants or agents. To the Company’s Knowledge, there is no basis for, nor any specific circumstance that is or, with the passage of time, would likely become a basis for, the Company’s or any of its

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Subsidiaries’ suspension or debarment from award of contracts with the Government or any other Governmental Authority.

3.25. Liability for Cost and Pricing Data. There exists no basis for a claim of any liability of the Company or any of its Subsidiaries by the Government or any other Governmental Authority as a result of any defective, inaccurate, incomplete or out-of-date cost or pricing data submitted to the Government, any Governmental Authority or a Government or Governmental Authority contractor or subcontractor including, without limitation, any such data relating to liabilities accrued on the Company’s books or in its financial accounts for deferred compensation to any employee of the Company. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is in violation of, or is currently alleged to be in violation of, the Truth in Negotiations Act, as amended. Neither the Company nor any of its Subsidiaries has submitted to the Government, Governmental Authority or a Government or Governmental Authority contractor or subcontractor a materially inaccurate certification regarding cost or pricing data.

3.26. Government Contracts.

(a) A true and correct list of each Government Contract and Government Bid to which the Company or any of its Subsidiaries is a party is set forth in Schedule 3.26(a). Prior to the Closing Date, the Company shall amend Schedule 3.26(a) to include a true and correct list of each Government Contract and Government Bid which is entered into by the Company or any of its Subsidiaries between the date of this Agreement and the Closing Date.

(b) Except as set forth in Schedule 3.26(b), (i) the Company and each of its Subsidiaries has fully complied with all terms and conditions of each Government Contract and Government Bid to which it is a party, (ii) the Company and each of its Subsidiaries has complied with all requirements of any Law pertaining to any such Government Contract or Government Bid, (iii) all representations and certifications made by the Company and each of its Subsidiaries with respect to any such Government Contract or Government Bid were accurate, current and complete in every material respect as of their effective date, and the Company and each of its Subsidiaries has fully complied with all such representations and certifications in all material respects, (iv) neither the Company nor any of its Subsidiaries is in violation of, or is currently alleged to be in violation of, the False Statements Act, as amended, the False Claims Act, as amended, or any other federal requirement relating to the communication of false statements or submission of false claims to the Government, and (v) no termination or default notice, cure notice or show cause notice has been issued to the Company or any of its Subsidiaries and remains unresolved, and the Company has no Knowledge of any plan or proposal of any Governmental Authority or Person to issue any such notice.

(c) Except as set forth in Schedule 3.26(c), (i) none of the directors or officers of the Company or its Subsidiaries or, to the Knowledge of the Company, employees, consultants or agents of the Company or its Subsidiaries is, or during the last five (5) years has been, under administrative, civil or criminal investigation or indictment by any Governmental Authority with respect to the conduct of the business of the Company or its Subsidiaries, (ii) there is no pending, nor during the past five (5) years has there been any, audit or investigation of the directors or officers of the Company or its Subsidiaries or, to the Knowledge of the Company, employees, consultants or agents of the Company or its Subsidiaries resulting in a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid, and (iii) during the last five years, neither the Company nor any of its Subsidiaries has made any voluntary disclosure in writing to the Government or any other Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to a Governmental Contract or Government Bid that has led to any

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of the consequences set forth in clause (i) or (ii) above or any other damage, penalty assessment, recoupment of payment or disallowance of cost.

(d) Except as set forth in Schedule 3.26(d), there are (i) no outstanding written claims against the Company, either by any Governmental Authority, the Government or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract or Government Bid, and (ii) to the Company’s Knowledge, no outstanding disputes (A) between the Company or any of its Subsidiaries, on the one hand, and the Government or any Governmental Authority, on the other hand, under the Contract Disputes Act or any other federal statute or (B) between the Company or any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under or relating to any Government Contract or Government Bid.

(e) Except as set forth in Schedule 3.26(e), the rates and rate schedules submitted to the Government and any other Governmental Authority by the Company or its Subsidiaries with respect to the Government Contracts have been audited and closed out for all years prior to 1997.

(f) Except as set forth in Schedule 3.26(f), all Government Contracts that are required to be subject to competitive bidding procedures have been awarded, and all Government Bids have been submitted, under a full and open competitive procurement process without preferential treatment of any kind. None of the Government Contracts listed on Schedule 3.26(f) are subject to termination by a Governmental Authority as a result of the consummation of the transactions contemplated by this Agreement and the other Transaction Documents.

3.27. No Adverse Changes. Except as expressly contemplated by this Agreement and the other Transaction Documents or as set forth in Schedule 3.27, since September 30, 2003, there has not been:

(a) any change in the assets, liabilities, financial condition or operating results of the Company and its Subsidiaries from that reflected in the Financial Statements, except changes in the Ordinary Course of Business that would not have a Material Adverse Effect;

(b) any intentional waiver or cancellation of any right of the Company or any of its Subsidiaries, or the cancellation of any debt or claim held by the Company or any of its Subsidiaries other than in the Ordinary Course of Business;

(c) any payment, discharge or satisfaction of any claim, liability or obligation of the Company or any of its Subsidiaries other than in the Ordinary Course of Business;

(d) any creation or incurrence of any Lien upon the assets of the Company or any of its Subsidiaries other than in the Ordinary Course of Business;

(e) any declaration or payment of dividends on, distribution with respect to, or any direct or indirect redemption or acquisition of, any securities of the Company or any of its Subsidiaries;

(f) any sale, assignment or transfer of any tangible or intangible assets of the Company or any of its Subsidiaries other than in the Ordinary Course of Business;

(g) any loan by the Company or any of its Subsidiaries to any officer, director, employee, consultant or Major Shareholder of the Company or any of its Subsidiaries, other than advances in the Ordinary Course of Business to employees who are not executive officers;

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(h) any increase, direct or indirect, in the compensation paid or payable to any officer or director of the Company or any of its Subsidiaries or, other than in the Ordinary Course of Business, to any other employee, consultant or agent of the Company or any of its Subsidiaries;

(i) any change in the accounting methods, practices or policies of the Company or any of its Subsidiaries;

(j) any change in the manner of business or operations of the Company or any of its Subsidiaries (including, without limitation, any accelerations or deferral of the payment of any accounts payable or other current liabilities or deferral of the collection of any accounts or notes receivable);

(k) any capital expenditures or commitments therefor by the Company or any of its Subsidiaries in excess of an aggregate of $250,000.

(l) other than pursuant to an Outstanding Option or as otherwise disclosed in this Agreement, any issuance of any stock, bonds or other securities of the Company or any of its Subsidiaries;

(m) other than as contemplated by this Agreement, any amendment of the Existing Articles, the Existing Regulations or other organizational documents of the Company or any amendment of the organizational or formation documents of any of its Subsidiaries;

(n) any incurrence, assumption or guarantee by the Company or any of its Subsidiaries of any Indebtedness, other than (1) in the Ordinary Course of Business or (2) in connection with the Senior Credit Facility or the Subordinated Notes;

(o) any acquisition, disposition or similar transaction involving any assets, properties or liabilities of the Company or any of its Subsidiaries, other than in the Ordinary Course of Business;

(p) any damage, destruction or other casualty loss, whether or not covered by insurance, that would have a Material Adverse Effect; or

(q) any agreement or commitment (contingent or otherwise) by the Company or any of its Subsidiaries to do any of the foregoing.

3.28. Existing Registration Rights. Except as set forth in Schedule 3.28, the Company has not granted rights that are outstanding or agreed to grant rights to any Person to require the Company to register its securities under the Securities Act, including, without limitation, piggyback registration rights.

3.29. Suppliers and Customers. Except as set forth in Schedule 3.29, since December 31, 2002, none of the Company’s or any of its Subsidiaries’ suppliers, vendors, or customers has (i) terminated or cancelled a Material Contract or material business relationship, (ii) threatened in writing to terminate or cancel a Material Contract or material business relationship, (iii) expressed dissatisfaction in writing with the performance of the Company or any of its Subsidiaries with respect to a Material Contract or material business relationship, or (iv) demanded in writing any material modification, termination or limitation of a Material Contract or material business relationship with the Company or any of its Subsidiaries (excluding any contracts or business relationship which, if so terminated, cancelled, modified or limited, would not result in a Material Adverse Effect), nor does the Company have Knowledge that any of the events described in clauses (i-iv), whether in writing or otherwise, could reasonably be expected to occur within the ninety (90) day period immediately following the Closing Date.

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3.30. Foreign Corrupt Practices Act. Neither the Company, any of its Subsidiaries nor, to the Company’s Knowledge, any Major Shareholder, director, officer, agent, or employee of the Company or any of its Subsidiaries, in the course of such person’s employment by the Company, has violated, during the five (5) year period preceding the date hereof, any Law pertaining to corruption or bribery (including but not limited to the United States Foreign Corrupt Practices Act, as amended). Except as to entries leading to the restatement of the Company’s Australian Subsidiary financial statements in fiscal 2001 and fiscal 2002, each transaction of the Company and its Subsidiaries is properly and accurately recorded on the books and records in all material respects of the Company or its Subsidiary, as applicable, and each document upon which such recordings are based is complete and accurate in all material respects. Each of the Company and its Subsidiaries maintains a system of internal accounting controls adequate to ensure that it uses its best efforts to maintain no off-the-books accounts and that its assets are used only in accordance with its management directives.

3.31. Work in Progress. Schedule 3.31 contains a complete list of all contracts on which the Company and its Subsidiaries are currently working or which have not been completed, the customer for whom the work is being performed, and the amount and basis for payment and the status of the contract and the work being performed thereunder. Except as set forth on Schedule 3.31, there is currently no work being performed for which there is either (i) no written agreement signed by the customer, or (ii) no funding available and committed by the customer, in the case of contracts with a Governmental Authority.

3.32. Warranty and Related Matters. Schedule 3.32 sets forth a copy of the Company’s standard form of product and service warranty for the products or services that the Company or any of its Subsidiaries distributes, services, markets or sells for itself or any other Person (each such product or service shall be referred to herein as a “Company Product”), although individual warranties or guarantees may differ materially therefrom. During the last two (2) fiscal years, for each such year the total average annual costs and expenses resulting from any warranties or guarantees on Company Products has been less than $200,000 (“Average Annual Warranty Cost”), and, except as set forth in Schedule 3.32, to the Company’s Knowledge, there are no existing warranties or guaranties or any omissions or events that have occurred with respect to such warranties or guaranties that could result in a material increase in such Average Annual Warranty Cost in the future. There are no existing or, to the Company’s Knowledge, threatened, products liability, warranty or other similar claims against the Company or any of its Subsidiaries alleging that any Company Product is defective or fails to meet any product or services warranties, except as set forth in Schedule 3.32.

3.33. Export Controls. None of the Company, its Subsidiaries or, to the Company’s Knowledge, any of the Company’s or its Subsidiaries’ employees, in the course of such person’s employment by the Company, have violated, during the five (5) year period preceding the date hereof, any Law pertaining to export controls, technology transfer, trade embargoes, or industrial security including, without limitation, the Export Administration Act, as amended, the International Emergency Economic Powers Act, as amended, the Trading With The Enemy Act, as amended, the Arms Export Control Act, as amended, the National Industrial Security Program Operating Manual, as amended, or any regulation, order, license or other legal requirement issued pursuant to the foregoing (including, without limitation, the Export Administration Regulations, the International Traffic in Arms Regulations) and regulations administered by the United States Office of Foreign Assets Control, excluding any violations that, in the aggregate, would not result in a Material Adverse Effect. Neither the Company, any Subsidiary nor, to the Company’s Knowledge, any employee of the Company or any Subsidiary is the subject of an action by a Governmental Authority that restricts such person’s ability to engage in export transactions. Each of the Company and its Subsidiaries uses its best efforts to maintain appropriate

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screening procedures to ensure compliance with the Laws referred to in this Section 3.33, to the extent such Laws apply to such parties.

3.34. Restrictions on Bank Fees. Since November 15, 2003, the Company has not paid or otherwise committed to pay, other than any amounts (including, but not limited to, professional fees) that as of November 15, 2003 are contractually committed to be paid, any fees of any kind in connection with or pursuant to the terms of the Prior Credit Agreement, the Prior Note Agreement or any documents related thereto or amendments of any of the foregoing.

4. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants that:

4.1. Authorization. Purchaser has all required limited liability company power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is a party, perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and each of the other Transaction Documents, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action of Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes, and each of the other Transaction Documents when executed by Purchaser at the Closing as provided herein will constitute, a valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and (ii) general equitable principles.

4.2. Purchase Entirely for Own Account. The Securities will be acquired for investment for Purchaser’s own account, and not with a view to the resale or distribution of any part thereof, except that Purchaser may transfer the Warrants to its members or interest holders to the extent permitted under applicable securities laws. Purchaser’s principal office is located in the State of Texas for purposes of state securities laws. Purchaser is aware that the Company is issuing the Securities pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder. Purchaser is also aware that the Company is relying upon, among other things, the representation and warranties of Purchaser contained in this Agreement for purposes of complying with Regulation D.

4.3. Disclosure of Information. Purchaser represents that the Company has made available to Purchaser, at a reasonable time prior to the date of this Agreement, an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities and the business, properties and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 3 of this Agreement or the right of Purchaser to rely thereon.

4.4. Investment Experience. Purchaser acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Securities, and has such knowledge and experience in investing in companies similar to the Company and in financial or business matters such that it is capable of evaluating the merits and risks of the investment in the Securities. Purchaser has made the determination to enter into this Agreement and the other Transaction Documents and to acquire the Securities based upon its own independent evaluation and assessment of the value of the Company and its present and prospective business prospects.

4.5. Accredited Investor. Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D, as presently in effect.

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4.6. Restricted Securities; Legends. Purchaser recognizes that the Securities will not be registered under the Securities Act or other applicable state securities laws. Purchaser understands that the Securities it is purchasing are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering. Purchaser agrees not to sell or transfer the Securities unless such Securities are registered under the Securities Act and any other applicable state securities laws, unless, to the reasonable satisfaction of Company’s counsel, an exemption from such registration is available therefor. The certificates evidencing the Securities may bear a legend substantially similar to the following:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER.

4.7. No Conflicts. The execution and delivery by Purchaser of this Agreement and each of the Transaction Documents, and the performance by it of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in a violation of any provision of its organizational documents, (ii) conflict with or result in a violation of any provision of, constitute (with or without the giving of notice or the passage of time or both) a default or event of default under, give rise (with or without the giving of notice or the passage of time or both) to any loss of any benefit under, give rise to any right of termination, cancellation, or acceleration under, or require any consent under, any material agreement to which Purchaser is a party, (iii) result in the creation or imposition of any Lien upon the properties of Purchaser, or (iv) violate in any respect any Law binding upon Purchaser.

4.8. Brokers or Finders. Purchaser has not incurred, nor will it incur, directly or indirectly, as a result of any action taken by Purchaser, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby.

5. Pre-Closing Covenants.

5.1. Satisfaction of Conditions.

(a) After the date hereof and prior to the Closing, the Company shall use its reasonable best efforts to cause the conditions set forth in Section 6.1 to be satisfied.

(b) After the date hereof and prior to the Closing, Purchaser shall use its reasonable best efforts to cause the conditions set forth in Section 6.2 to be satisfied.

(c) Immediately prior to the Closing, the Company shall provide Purchaser with a certificate setting forth the calculations related to Sections 6.1(w) and 6.1(y). Such certificate shall be signed by a duly authorized officer of the Company and shall be true and accurate as of its date.

5.2. Shareholders Meeting; Proxy Materials.

(a) As soon as practicable after the date hereof, the Company shall take all action necessary in accordance with the Existing Articles, the Existing Regulations, the rules and regulations of the AMEX, and applicable Law to duly call, give notice of, convene and hold a meeting of its shareholders (the “Shareholders Meeting”) to obtain the approval of the Company’s shareholders of all

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matters required under applicable law to be approved by shareholders in connection with the transactions contemplated by this Agreement and the Transaction Documents. The Board shall (i) recommend to the Company’s shareholders that they vote in favor of each of the following proposals: (A) the transactions contemplated by this Agreement and the other Transaction Documents, (B) the Amended Articles, (C) the Amended Regulations and (D) the election of the representatives designated by Purchaser to the Board (collectively, the “Shareholder Proposals”), (ii) use its best efforts to solicit from the Company’s shareholders proxies in favor of the Shareholder Proposals and (iii) take all other action reasonably necessary to secure the approval of the Shareholder Proposals by the Company’s shareholders.

(b) As soon as practicable after the date hereof, the Company shall take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to (i) prepare and file with the SEC, no later than five (5) days after the date of the execution hereof, any documents or materials, including, but not limited to, the preliminary Proxy Materials, pertaining to the Shareholders Meeting and the Shareholders Proposals and (ii) have the Proxy Materials cleared by the SEC (including with respect to clauses (i) and (ii) above by consulting with Purchaser and responding promptly to any comments thereto received from the SEC). The Proxy Materials shall contain the recommendation of the Board that the shareholders of the Company vote in favor of the Shareholders Proposals. The Company shall notify Purchaser promptly upon the receipt of any comments on, or any requests for amendments or supplements to, the Proxy Materials by the SEC, and the Company shall provide Purchaser with copies of all written correspondence between the Company and its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Materials. The Company, after consultation with Purchaser, shall use its best efforts to respond promptly to any comments provided by the SEC with respect to the Proxy Materials. The Company and Purchaser shall cooperate with each other in preparing the Proxy Materials, and the Company and Purchaser shall each use its reasonable best efforts to obtain and furnish the information required to be included in the Proxy Materials. The Company and Purchaser each agrees promptly to correct any information provided by it for use in the Proxy Materials if, and to the extent that, such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Proxy Materials, as so corrected, to be filed with the SEC and to be disseminated promptly to the Company’s shareholders to the extent required by the rules and regulations of AMEX and applicable Law.

(c) The Company agrees that (i) except with respect to information provided by Purchaser (“Purchaser Proxy Information”), the information contained in the Proxy Materials will not, at the date of mailing to the Company’s shareholders or at the date of the Shareholders Meeting, contain any statement which, at the time it is made and in light of the circumstances under which it is made, is false or misleading with respect to any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meeting and will not omit to state a material fact necessary to make the statements made therein not misleading, and (ii) the Proxy Materials will comply as to form in all material respects with the provisions of the Exchange Act.

(d) Purchaser agrees that the Purchaser Proxy Information will not contain any statement which, at the time it is made and in light of the circumstances under which it is made, is false or misleading with respect to any material fact required to be stated therein and will not omit to state a material fact necessary to make the statements made therein not misleading.

(e) The Company shall deliver to Purchaser copies of all Proxy Materials prior to the filing thereof with the SEC.

5.3. Operation of Business Prior to Closing. After the date hereof and prior to the Closing, the Company shall operate its business and the business of its Subsidiaries in the Ordinary Course of

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Business. Except as otherwise expressly permitted by this Agreement, after the date hereof and prior to the Closing, neither the Company nor any of its Subsidiaries shall take any affirmative action, or fail to take any action, the result of which any of the changes or events listed in Section 3.28 hereof is likely to occur (other than, with respect to Section 3.27(f) hereof, the sale of the Company’s Middle East operations).

5.4. Restriction on Issuance of Capital Stock. After the date hereof and prior to the Closing, the Company shall not authorize the issuance of any capital stock of the Company except for shares of capital stock issuable (i) upon the exercise of Outstanding Options or Outstanding Warrants and (ii) in accordance with the terms and provisions of Section 2 hereof.

5.5. Reservation of Shares. At the Closing, the Company will have, and will maintain at all times while the Purchaser Warrants are outstanding, a reserve of an adequate number of shares of duly authorized Common Stock for issuance in connection with the exercise of the Purchaser Warrants.

5.6. Listing; AMEX Compliance. Prior to the Closing Date, the Company will list the Warrant Shares on the AMEX or any relevant market or system on which the Common Stock is listed or quoted. As of the Closing, the Company has complied with all requirements of the rules and regulations of the AMEX with respect to the issuance of the Securities and the issuance of the Warrant Shares upon exercise of the Purchaser Warrants.

5.7. No Solicitation.

(a) Subject to Section 5.7(b), after the date hereof and prior to the earlier of the Closing or a valid termination of this Agreement by the Company in accordance with Section 8.15(a)(ii), the Company agrees that it will not, and it will use all commercially reasonable efforts to ensure that each of the its directors, officers, agents, advisors (including its legal counsel and financial advisors) and employees do not, directly or indirectly, (i) initiate, solicit, encourage or take any action to facilitate the making of any offer or proposal from any Person (other than Purchaser or its representatives) (a “Third Party”) that constitutes, or would reasonably be expected to result in, an Alternative Transaction or inquiries, discussions, offers or proposals with respect thereto, (ii) enter into any agreement with respect to any Alternative Transaction, or (iii) engage in negotiations or discussions with, or provide any information or data to, any Third Party relating to any Alternative Transaction, or otherwise cooperate in any way with, assist or participate in, or facilitate or encourage, any effort or attempt by any Third Party to do or seek any of the foregoing.

(b) Notwithstanding anything set forth in Section 5.7(a) to the contrary, after the date hereof and prior to the Closing, the Company may furnish information in response to an unsolicited written proposal (provided such proposal was not solicited by the Company or its Affiliates or representatives) regarding an Alternative Transaction and engage in negotiations with a Third Party relating to any such Alternative Transaction if, but only if, the Board determines in good faith that (i) such Alternative Transaction is reasonably expected to result in a Superior Proposal and (ii) after consultation with its independent outside counsel, the failure to furnish such information or engage in such negotiations would reasonably be expected to violate the Board’s fiduciary duties under applicable Law; provided, however, that the Company shall immediately notify Purchaser orally (with written confirmation to follow within one (1) Business Day) of any inquiries, expressions of interest, or proposals or offers received by the Company or its Affiliates or representatives relating to any Alternative Transaction indicating in such notice the name of the Third Party submitting the Alternative Transaction proposal in question and the terms and conditions of such proposal; and, provided, further, that the Company shall immediately notify Purchaser orally (with written confirmation to follow within one (1) Business Day) of any Superior Proposal, which notice shall identify the Third Party submitting the

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Superior Proposal and include a summary of the terms and conditions of such Superior Proposal (a “Superior Proposal Notice”). The Company shall permit Purchaser a period of five (5) Business Days after receipt of a Superior Proposal Notice (the “Superior Proposal Period”) to submit to the Company a new proposal in response to the Superior Proposal that is the subject of the Superior Proposal Notice. After the expiration of a Superior Proposal Period, the Board shall determine whether, in light of its fiduciary obligations under applicable Law, to proceed with respect to the Superior Proposal or Purchaser’s response thereto.

(c) The Company agrees that it will use its best efforts to cause its directors, officers, employees, Affiliates and representatives to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Third Party conducted heretofore with respect to any Alternative Transaction.

(d) After the date hereof and prior to the Closing, the Board shall not, except as permitted by this Section 5.7(d), (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Purchaser, the approval or recommendation by the Board to the Company’s shareholders contemplated by Section 5.2 hereto, (ii) approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction, or (iii) authorize the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement relating to any Alternative Transaction. Notwithstanding the foregoing, if the Board determines in good faith after it has received a Superior Proposal, and after consultation with independent outside counsel, that the failure to approve or recommend such Superior Proposal would reasonably be expected to violate the Board’s fiduciary duties under applicable Law, the Board may withdraw or modify its approval or recommendation to the Company’s shareholders contemplated by Section 5.2 hereto, but only after such time that the Board considers any adjustments in the terms and conditions of this Agreement and the other Transaction Documents submitted by Purchaser during the Superior Proposal Period. The Board shall provide Purchaser with no less than five (5) Business Days prior written notice of its intention to so withdraw or modify its approval and/or recommendation contemplated by Section 5.2 hereof in response to a Superior Proposal.

(e) In the event that the Company consummates an Alternative Transaction with a Third Party on or before the one (1) year anniversary of the date of this Agreement, including, without limitation, any Alternative Transaction that constitutes a Superior Proposal, the Company shall pay to Purchaser a fee (the “Break-Up Fee”) that is equal to the greater of (i) all fees, expenses and costs (including, but not limited to, legal, financial, due diligence and advisory fees, expenses and costs) incurred by Purchaser and its Affiliates in connection with the transactions contemplated by this Agreement, the other Transaction Documents, the Senior Credit Facility and the Subordinated Notes and (ii) $500,000; provided, however, that the amount of the Break-Up Fee shall be reduced by any amount paid by the Company to Purchaser for due diligence expenses under the Letter Agreement.

5.8. Restrictions on Bank Fees. Other than any amounts (including, but not limited to, professional fees) that as of November 15, 2003 are contractually committed to be paid, the Company shall not pay or otherwise commit to pay any fees of any kind in connection with or pursuant to the terms of the Prior Credit Agreement, the Prior Note Agreement or any documents related thereto or amendments of any of the foregoing.

5.9. Required Consents. Prior to the Closing, the Company shall use its best efforts to obtain each Required Consent.

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6. Conditions of the Parties at Closing.

6.1. Conditions of Purchaser’s Obligations at Closing. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction by the Company on or before the Closing of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of the Company contained in Section 3 that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects and the representations and warranties of the Company that are not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects, in all cases, on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except where such representation or warranty is made as of a specific date, it shall be true and correct as of such date).

(b) Performance. The Company shall have performed and complied with all conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

(c) No Proceedings. No action, suit or proceeding shall be in effect or pending by or before any Governmental Authority that would reasonably be expected to result in an unfavorable judgment, order, decree, stipulation, or injunction that would (i) prevent the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, (ii) cause any of the transactions contemplated by this Agreement or the other Transaction Documents to be rescinded following the consummation thereof, (iii) affect materially or adversely the right of Purchaser to own the Securities or (iv) affect materially and adversely the right of the Company or any of its Subsidiaries to own its assets and to operate its business.

(d) No Material Adverse Effect; Compliance Certificate. No Material Adverse Effect shall have occurred and there shall have been no event, occurrence, action or inaction that would be reasonably likely to result in any Material Adverse Effect between the date hereof and the Closing Date, and the President and/or Chief Executive Officer of the Company shall deliver to Purchaser at the Closing a certificate stating that the conditions specified in Sections 6.1(a), (b), (c), (d), (e), (h), (j), (p), (q), (r), (t), (u), (v), (w), (x), (y) and (z) have been fulfilled.

(e) Consents and Approvals. All authorizations, approvals, or permits, if any, of any Governmental Authority or regulatory body of the United States or of any state or any other Person (including, without limitation, the approval of the Shareholder Proposals by the Company’s shareholders, all written instruments or documents evidencing all Required Consents, and any authorizations, consents, approvals or permits required by the AMEX) that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby shall be duly obtained and effective as of the Closing, and all applicable waiting periods under any applicable laws, including the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have expired or been terminated, and the purchase of, and payment for, the Securities to be purchased by Purchaser at the Closing on the terms and conditions as provided herein shall not violate any applicable Law.

(f) Purchaser Warrants. The Company shall execute and deliver to Purchaser the Purchaser Warrants.

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(g) Shares. The Company shall deliver to Purchaser one or more certificates representing the Shares in such denomination as Purchaser shall request.

(h) Rights Agreement. The Company has taken any and all action necessary to terminate the Rights Agreement.

(i) Other Agreements. The Company shall have executed and delivered (i) an Investor and Registration Rights Agreement, substantially in the form attached hereto as Exhibit F (the “Investor and Registration Rights Agreement”), and (ii) a Services Agreement, substantially in the form attached hereto as Exhibit G (the “Services Agreement”) and all conditions contained therein shall have been satisfied, including the payment of the Closing Fee.

(j) Amended Articles. On or prior to the Closing, there shall have been filed with the Secretary of State of the State of Ohio, the Amended Articles, and the Amended Articles shall be in full force and effect at the Closing.

(k) Good Standing; Qualification to do Business. The Company shall have delivered to Purchaser certificates of good standing and existence of the Company from the State of Ohio and each jurisdiction in which it has qualified to do business dated as of a date no earlier than fifteen (15) days prior to the Closing.

(l) Secretary’s Certificate. The Company shall have delivered to Purchaser a certificate executed by its Secretary certifying with respect to (i) a copy of the Amended Articles and the Amended Regulations, (ii) resolutions of the Board authorizing the transactions contemplated by this Agreement and the other Transaction Documents, (iii) copies of all minutes of all meetings (or excerpts thereof) of the shareholders of the Company approving the Shareholder Proposals and (iv) incumbency matters.

(m) Opinion of Company Counsel. Purchaser shall have received from Hahn, Loeser & Parks, LLP, counsel to the Company, an opinion, dated the Closing Date, in such form and substance reasonably satisfactory to Purchaser.

(n) Closing Fee. The Company shall have delivered the Closing Fee to Purchaser (or such other Persons designated by Purchaser).

(o) Cross-Receipt of the Company. The Company shall have executed and delivered a cross-receipt acknowledging (A) the Company’s delivery of (1) the Purchaser Warrants and certificates representing the Shares to Purchaser and (2) the Closing Fee to Purchaser (or such other Persons designated by Purchaser) and (B) Purchaser’s payment of the Purchase Price.

(p) No Acceleration of Vesting, etc. Except as disclosed in Schedule 3.11, no event shall have occurred that could result in the acceleration of the vesting of rights to exercise (i) the Outstanding Options, or cause an accelerated pay-out of any such Outstanding Options, under the Option Plans, or (ii) the Outstanding Warrants.

(q) Election of Directors; Resignations. All necessary corporate action shall have been taken to effect the appointment of Purchaser’s designees (as identified on Exhibit H hereto, which Exhibit H may be revised by Purchaser prior to Closing with the consent of the Company) as directors of the Company to take office at the Closing. The Company shall have obtained executed irrevocable letters of resignation to be effective at the Closing from each of the members of the Board of Directors identified on Exhibit I hereto and shall have delivered copies thereof to Purchaser.

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(r) Amendment of Code of Regulations. On or prior to the Closing, all necessary action shall have been taken to adopt the Amended Regulations and the Amended Regulations shall be in full force and effect at the Closing.

(s) Fairness Opinion. The Company shall have delivered to Purchaser a copy of the fairness opinion rendered by Brown Gibbons Lang & Company Securities to the Board of Directors (or its Special Committee) that the transactions contemplated hereby are fair to the shareholders of the Company from a financial point of view and any bringdowns and supplements to such opinion; provided, that the Company shall not be required to obtain any such bringdowns or supplements.

(t) Employees. Neither the Company nor any of its Subsidiaries shall have (i) made any increase in the salary, wages or other compensation of any officer or employee of the Company or its Subsidiaries, other than increases which are consistent with the prior practice and policy of the Company and its Subsidiaries for such employee; (ii) adopted, entered into, or become bound by any “employee benefit plan” (as defined by Section 3(3) of ERISA), employment-related contract or collective bargaining agreement, or amended, modified, or terminated (either partially or completely) any Company Benefit Plan, employment-related contract or collective bargaining agreement; or (iii) established or modified any targets, goals, pools, or similar provisions in respect of any fiscal year under any Company Benefit Plan, employment-related contract or other employee compensation arrangement or any salary ranges, guidelines, or similar provisions in respect of any Company Benefit Plan, employment-related contract or other employee compensation arrangement.

(u) Senior Credit Facility. The Company shall have entered into the Senior Credit Facility providing for $40,000,000 principal amount of senior debt financing.

(v) Subordinated Notes. The Company shall have issued $14,000,000 principal amount of Subordinated Notes.

(w) Satisfaction of Financial Conditions.

(i) The amount of Indebtedness of the Company and its Subsidiaries on a consolidated basis immediately prior to the Closing shall not exceed the Indebtedness Cap.

(ii) The Company shall have an amount of excess cash (excluding the amount of any net proceeds from the sale of any non-current assets and any assets reflected in “assets held for sale” on the Company’s Form 10-Q for the quarterly period ended June 30, 2003, including, but not limited to, the Company’s Middle East operations) immediately prior to the Closing that is equal to or greater than the Minimum Excess Cash Amount, which excess cash shall be available and used to fund the transactions contemplated by this Agreement and the other Transaction Documents (unless Purchaser waives such condition for good and valuable consideration of a type and amount acceptable to Purchaser in its sole discretion).

(iii) Any payment required to bring the accounts payable of the Company and its Subsidiaries (excluding accounts payable for Transaction Costs) and amounts owed by the Company to its employees up to Current Terms shall not exceed $800,000 (unless Purchaser waives such condition for good and valuable consideration of a type and amount acceptable to Purchaser in its sole discretion).

(iv) The aggregate amount of Transaction Costs shall not exceed the sum of $5,334,000, plus the amount of Run-Off Insurance Costs (unless Purchaser waives such condition for good and valuable consideration of a type and amount acceptable to Purchaser in its sole discretion).

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(x) Listing Application. The Company shall (i) have filed a listing application with the AMEX for the Warrant Shares, (ii) continue to have its shares of Common Stock listed trading on the AMEX and (iii) have not been notified by the AMEX, after the date hereof, of any action or potential action by the AMEX or any violation of any AMEX rule that could result in the delisting of the Common Stock from the AMEX.

(y) Middle East Operations. On or prior to the Closing Date, the Company shall have consummated the sale of its Middle East operations (i) pursuant to which the Company shall have received, prior to the Closing, net proceeds ((i) after deducting fees and expenses paid or payable to Grant Thornton relating to the sale of the Company’s Middle East operations and (ii) excluding any amounts subject to earnout, holdback, escrow, delayed payment or other similar arrangements) from such sale (which proceeds shall include a payment of $1,500,000 received by the Company pursuant to such sale that was remitted to the Existing Senior Lenders) of at least the lesser of (A) $2,700,000 and (B) an amount equal to or greater than the Prior Note Prepayment Amount as of the date of such sale or (ii) pursuant to terms that when combined with all other consideration or concessions to Purchaser result in an overall agreement that is acceptable to Purchaser in its sole discretion.

(z) Prior Note Prepayment Amount. The aggregate amount of the Prior Note Prepayment Amount as of the Closing Date shall not exceed $2,700,000.

6.2. Conditions of Company’s Obligations at Closing. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction by Purchaser on or before the Closing of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of Purchaser contained in Section 4 that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects, and the representations and warranties of Purchaser that are not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects, in all cases, on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except where such representation is made as of a specific date, it shall be true and correct as of such date).

(b) Performance. Purchaser shall have performed and complied with all conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

(c) Other Agreements. Purchaser shall have executed and delivered (i) the Investor and Registration Rights Agreement and (ii) the Services Agreement.

(d) Cross-Receipt of Purchaser. Purchaser shall have executed and delivered a cross-receipt acknowledging (A) the Company’s delivery of (1) the Purchaser Warrants and certificates representing the Shares to Purchaser and (2) the Closing Fee to Purchaser (or such other Persons designated by Purchaser) and (B) Purchaser’s payment of the Purchase Price.

(e) Purchase Price. Purchaser shall have delivered to the Company the Purchase Price.

(f) Opinion of Purchaser Counsel. Company shall have received from Haynes and Boone, LLP, counsel to Purchaser, an opinion, dated the Closing Date, in such form and substance reasonably satisfactory to the Company.

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6.3. Further Conditions of Company’s Obligations at Closing. The obligations of the Company to consummate the transactions contemplated by this Agreement are subject to the satisfaction on or before the Closing of each of the following conditions:

(a) Consents and Approvals. All authorizations, approvals, or permits, if any, of any Governmental Authority or regulatory body of the United States or of any state or any other Person (including, without limitation, the approval of the Shareholder Proposals by the Company’s shareholders and any authorizations, consents, approvals or permits required by the AMEX) that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement and the other Transaction Documents shall be duly obtained and effective as of the Closing, and all applicable waiting periods under any applicable laws, including the HSR Act shall have expired or been terminated, and the purchase of, and payment for, the Securities to be purchased by Purchaser at the Closing on the terms and conditions as provided herein shall not violate any applicable Law.

(b) Company Financing Documents. All conditions to Closing to be satisfied by parties other than the Company that are contained in the Subordinated Notes (and the documents related to the purchase thereof) and the Senior Credit Facility shall have been satisfied or waived.

7. Indemnification.

7.1. General Indemnification. The Company shall indemnify, defend and hold Purchaser, its affiliates and its officers, directors, partners (general and limited), employees, agents, attorneys successors and assigns (each a “Purchaser Entity”) harmless from and against all Losses incurred or suffered by a Purchaser Entity as a result of the breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or any of the other Transaction Documents, except to the extent that such Losses are the result of the gross negligence, willful misconduct or fraud of such Purchaser Entity.

7.2. Environmental Indemnification. In addition to, and without duplication of, the indemnification of Section 7.1, the Company shall indemnify, defend and hold each Purchaser Entity harmless from and against all Losses incurred or suffered by such Purchaser Entity as a result of (i) the breach of any of the representations, warranties, covenants or agreements made by the Company in Section 3.19 of this Agreement, (ii) the presence, Release, or threatened Release of Hazardous Materials first occurring prior to, or on, the Closing Date, or (iii) any violation, or obligation, under any Environmental Law resulting from acts or omissions first occurring prior to, or on, the Closing Date, except to the extent that such Losses are the result of the gross negligence, willful misconduct or fraud of such Purchaser Entity.

7.3. Indemnification Principles. For purposes of this Section 7, “Losses” shall mean each and all of the following items: claims, losses (including, without limitation, losses of earnings), liabilities, obligations, payments, damages (actual, punitive or consequential), charges, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses and disbursements of counsel, consultants and other experts).

7.4. Claim Notice; Right to Defend. A party seeking indemnification (the “Indemnified Party”) under this Section 7 shall promptly upon becoming aware of the facts indicating that a claim for indemnification may be warranted, give to the party from whom the indemnification is being sought (the “Indemnifying Party”) a claim notice relating to such Loss (a “Claim Notice”). Each Claim Notice shall

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specify the nature of the claim, the applicable provision(s) of this Agreement or other instrument under which the claim for indemnity arises, and, if possible, the amount or the estimated amount thereof. No failure or delay in giving a Claim Notice (so long as the same is given prior to expiration of the representation or warranty upon which the claim is based) and no failure to include any specific information relating to the claim (such as the amount or estimated amount thereof) or any reference to any provision of this Agreement or other instrument under which the claim arises shall affect the obligation of the Indemnifying Party unless such failure materially and adversely prejudices the Indemnifying Party. If such Loss relates to the commencement of any action or proceeding by a third person, the Indemnified Party shall give a Claim Notice to the Indemnifying Party regarding such action or proceeding and the Indemnifying Party shall be entitled to participate therein to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After the delivery of notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such action or proceeding, the Indemnifying Party shall not be liable (except to the extent the proviso to this sentence is applicable, in which event it will be so liable) to the Indemnified Party under this Section 7 for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, provided that each Indemnified Party shall have the right to employ separate counsel to represent it and assume its defense (in which case, the Indemnifying Party shall not represent it) if (i) upon the advice of counsel, the representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) in the event the Indemnifying Party has not assumed the defense thereof within ten (10) days of receipt of notice of such claim or commencement of action, and in which case the fees and expenses of one such separate counsel shall be paid by the Indemnifying Party or (iii) if such Indemnified Party who is a defendant in any action or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party. If any Indemnified Party employs such separate counsel it will not enter into any settlement agreement which is not approved by the Indemnifying Party, such approval not to be unreasonably withheld. If the Indemnifying Party so assumes the defense thereof, it may not agree to any settlement of any such claim or action as the result of which any remedy or relief, other than monetary damages for which the Indemnifying Party shall be responsible hereunder, shall be applied to or against the Indemnified Party, without the prior written consent of the Indemnified Party. In any action hereunder as to which the Indemnifying Party has assumed the defense thereof with counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the Indemnifying Party shall not be obligated hereunder to reimburse the Indemnified Party for the costs thereof.

7.5. Indemnification Basket. Notwithstanding the other provisions of this Section 7, the Company shall have liability to any Purchaser Entity with respect to any claims under this Agreement only if the sum of the Purchaser Entities’ Losses related to such breaches exceed $250,000 in the aggregate (the “Basket”), after which the Purchaser Entities shall be fully indemnified for all such Losses, including the amount of the Basket. Notwithstanding the foregoing, the Basket shall not apply to, and the Purchaser Entities shall be entitled to indemnification without regard to satisfaction of the Basket with respect to claims for gross negligence, willful misconduct or fraud.

7.6. Indemnification Cap. Notwithstanding the other provisions of this Section 7 and other than in the event of gross negligence, willful misconduct or fraud, other than with respect to breaches of representations and warranties contained in Section 3.19 and other than claims made pursuant to Section 7.2 of this Agreement, in all such cases, for which there shall be no limit, the Company’s aggregate liability pursuant to this Section 7 for breaches of representations and warranties contained in this Agreement shall be limited to an amount equal to the total amount of the Purchase Price.

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8. Miscellaneous.

8.1. Survival of Representations and Warranties. The representations and warranties of the Company and Purchaser contained in or made pursuant to this Agreement (other than those made in Sections 3.15, 3.16 and 3.19) shall survive the execution and delivery of this Agreement and the other Transaction Documents and the Closing until the two (2) year anniversary of Closing Date and the representations and warranties of the Company made in Sections 3.15, 3.16 and 3.19 shall survive the execution and delivery of this Agreement and the other Transaction Documents and the Closing for a period of six (6) months after the applicable statute of limitations has expired, and, in each case, such representations and warranties shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of Purchaser or the Company.

8.2. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties (including permitted transferees of any Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8.3. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, excluding the application of any conflicts of laws principles which would require the application of the laws of another state.

8.4. Execution. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for any purpose whatsoever.

8.5. Headings. The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.6. Notices. All notices and other communications required or permitted hereunder shall be in writing. Notices shall be delivered personally, via recognized overnight courier (such as Federal Express, DHL or Airborne Express) or via certified or registered mail, and shall be effective upon receipt. Notices may be delivered via facsimile or e-mail, provided that by no later than two days thereafter such notice is confirmed in writing and sent via one of the methods described in the previous sentence. Notices shall be addressed as follows:

(a) if to Purchaser, to

CorrPro Investments, LLC

750 N. St. Paul

Suite 1200

Dallas, Texas 75201

Attention: James A. Johnson

Facsimile No.: (214) 871-8799

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with a copy to

Haynes and Boone, LLP

901 Main Street, Suite 3100

Dallas, Texas 75202

Attention: Thomas H. Yang

Facsimile No.: (214) 200-0641

(b) if to the Company, to

Corrpro Companies, Inc.

1090 Enterprise Drive

Medina, Ohio 44256

Attention: John D. Moran, Esq.

Facsimile No.: (330) 723-0244

with a copy to:

Hahn, Loeser & Parks, LLP

3300 BP Tower

200 Public Square

Cleveland, Ohio 44114

Attention: F. Ronald O’Keefe, Esq.

Facsimile No. (216) 241-2824

8.7. Expenses. Upon consummation of the transactions contemplated hereby, the Company shall pay all fees, costs and expenses that each of the Company and Purchaser and their Affiliates incurs or pays, or expects to incur or pay, with respect to the negotiation, execution, delivery and performance of this Agreement, the other Transaction Documents, the Senior Credit Facility and the Subordinated Notes and the transactions contemplated hereby and thereby, including, but not limited to, all Transaction Costs, the Prior Note Prepayment Amount, and legal fees and expenses paid or payable to (i) Haynes and Boone, LLP in connection with this Agreement and the transactions related thereto and (ii) Hahn, Loeser & Parks, LLP other than those in connection with this Agreement, the other Transaction Documents, the Senior Credit Facility and the Subordinated Notes and the transactions related thereto. The Company shall pay all costs and expenses (including reasonable legal fees and expenses) incurred by Purchaser in connection with any filing pursuant to the HSR Act that may be incurred by Purchaser as a result of the purchase or ownership of the Securities.

8.8. Amendments. This Agreement may be amended or modified only upon the written consent of the Company and Purchaser.

8.9. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the greatest extent possible to carry out the intentions of the parties hereto.

8.10. Entire Agreement. Each party hereby acknowledges that no other party or any other person or entity has made any promises, warranties, understandings or representations whatsoever, express or implied, not contained in the Transaction Documents, the LOI, the Letter Agreement or the

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Confidentiality Agreement, or any documents, certificates, instruments or other writing contemplated thereby and acknowledges that it has not executed the Transaction Documents in reliance upon any such promises, representations, understandings or warranties not contained herein or therein and that the Transaction Documents, the LOI, the Letter Agreement and the Confidentiality Agreement supersede all prior agreements and understandings between the parties with respect thereto. There are no promises, covenants or undertakings other than those expressly set forth or provided for in the Transaction Documents, the LOI, the Letter Agreement and the Confidentiality Agreement.

8.11. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such nonbreaching or nondefaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

8.12. Interpretation. As used in this Agreement, (i) the term “includes” and the word “including” and words of similar import shall be deemed to be followed by the words “without limitation”; (ii) “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to (A) vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors of a Person or (B) direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other interests, by contract or otherwise; (iii) definitions contained in this Agreement apply to singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms; (iv) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (v) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, subsection, paragraph, Schedule and Exhibit references are to the Articles, Sections, subsections, paragraphs, Schedules and Exhibits to this Agreement unless otherwise specified; and (vi) the word “or” shall not be exclusive.

8.13. Other Remedies. In addition to those remedies specifically set forth herein and in the Transaction Documents, if any, each party may proceed to protect and enforce its rights under this Agreement and the Transaction Documents either by suit in equity and/or by action at law, including, but not limited to, an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or in the Transaction Documents. No right or remedy conferred upon or reserved to any party under this Agreement or the Transaction Documents is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to every other right and remedy given under this Agreement and the Transaction Documents or now and hereafter existing under applicable law.

8.14. Further Assurances. At any time or from time to time prior to and after the Closing, the Company, on the one hand, and Purchaser, on the other hand, shall cooperate with each other, provide information or access reasonably requested by the other party and its Affiliates, directors, officers, employees, representatives and advisors and at the request of the other party, execute and deliver any further instruments or documents and take all such further action as the other party may reasonably request in order to assist, complete, evidence or effectuate the consummation of the transactions contemplated by this Agreement, the other Transaction Documents, the Senior Credit Facility and the Subordinated Notes and to otherwise carry out the intent of the parties hereunder and thereunder.

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8.15. Termination.

(a) This Agreement may be terminated and the transactions contemplated herein may be abandoned at any time on or prior to the Closing (i) by Purchaser (A) if the approval by the Company’s shareholders of the Shareholder Proposals is not obtained by March 31, 2004, (B) after any breach of Section 5.8, (C) if, by March 31, 2004, the Company has not consummated the sale of the Company’s Middle East operations in accordance with the conditions set forth in Section 6.1(y) or (D) if, without giving effect to the transactions contemplated hereby, on the earlier of (x) the projected or intended date of Closing, (y) the fifteenth (15^th) Business Day after the Determination Date and (z) March 31, 2004, the Company shall not have satisfied the condition set forth in Section 6.1(w)(i) as of such above referenced date and the Company fails to satisfy such condition on a Closing Date within two Business Days after such above referenced date (unless Purchaser waives such condition for good and valuable consideration of a type and amount acceptable to Purchaser in its sole discretion), (ii) by the Company after the twentieth (20^th) Business Day after the Determination Date only if Purchaser has not yet satisfied and is unable to satisfy any of the conditions set forth in Sections 6.2(a) through (f) hereof (other than as a result of the failure of the Company to comply with its obligations under the Agreement) on or before the twentieth (20^th) Business Day after the Determination Date, (iii) by the Company after the sixtieth (60^th) day after the Determination Date if any of the conditions set forth in Section 6.3 have not been satisfied (other than as a result of the failure of the Company to comply with its obligations under this Agreement) on or before the sixtieth (60^th) day after the Determination Date, or (iv) by mutual written consent of the Company and Purchaser.

(b) In the event this Agreement is terminated pursuant to Section 8.15(a)(i), the Company shall pay a termination fee to Purchaser by wire transfer of immediately available funds in an amount that is equal to the greater of (i) the sum of (A) all fees, expenses and costs (including, but not limited to, legal, accounting, financial, investment banking, due diligence and advisory fees, expenses and costs) incurred or paid by Purchaser and its Affiliates (including, without limitation, the deposits paid by Purchaser and its Affiliates (x) in the amount of $50,000 to American Capital Strategies, Ltd. pursuant to that certain Letter dated October 20, 2003 and (y) in the amount of $50,000 to CapitalSource Finance, LLC pursuant to that certain Letter dated October 20, 2003) in connection with the transactions contemplated by this Agreement and the other Transaction Documents, the Senior Credit Facility and the Subordinated Notes and (B) $250,000, and (ii) $1,250,000.

(c) In the event this Agreement is terminated pursuant to Section 8.15(a) hereof, all rights and obligations of the parties hereto under this Agreement shall terminate; provided, however, that (i) no such termination shall relieve any party hereto from liability for any breach of this Agreement prior to such termination and (ii) the rights and obligations of the parties hereto under Sections 5.7(e), 7.1, 7.2, 7.3, 7.4, 8.3, 8.7, 8.13 and 8.15 hereof and the Confidentiality Agreement shall survive any such termination.

8.16. Tax Treatment. The Company hereby acknowledges and agrees that it will treat (i) the Securities in all circumstances as equity for purposes of federal and state taxes, unless otherwise requested by Purchaser and (ii) any amounts actually or constructively paid or to be paid on the Shares in the same manner as reasonably chosen by Purchaser.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

CORRPRO INVESTMENTS, LLC
By:	Wingate Partners III, L.P.,
	its sole member
By:	Wingate Management Company III, L.P.,
	its general partner
By:	Wingate Management Limited III, LLC,
	its general partner
By:	/s/ Jay I. Applebaum
	Jay I. Applebaum Principal

CORRPRO COMPANIES, INC.
By:	/s/ Joseph W. Rog
	Joseph W. Rog Chairman, CEO and President

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EX-7.4

Exhibit 7.4

SECTIONS 3.15 AND 3.16 OF THE

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

CORRPRO INVESTMENTS, LLC

For certain capitalized terms used below, please refer to “Certain Definitions” set forth below.

3.15. Preemptive Rights in Corrpro. As holder of Series B Preferred Stock, the Company has been granted certain preemptive rights pursuant to the Charter. The Members wish to set forth the following mechanism with respect to these preemptive rights:

(a) The Company has the preemptive right to purchase its proportionate share of any New Corrpro Securities issued in Corrpro (the “New Corrpro Securities”). Within ten (10) days of the Company’s receipt of written notice from Corrpro of the Company’s right to purchase any New Corrpro Securities, the Company shall forward such written notice to the Members (the date such notice is received by the Members being the “Corrpro Notice Date”), and the Members shall have five (5) days from the Corrpro Notice Date to inform the Company in writing of its desire to (i) purchase such Member’s Pro Rata portion of the New Corrpro Securities or (ii) have the Company purchase such New Corrpro Securities.

(b) If any Member elects to neither purchase nor have the Company purchase any of his Pro Rata portion of the New Corrpro Securities (the remaining offered New Corrpro Securities that such Member elects not to purchase or have the Company purchase being called “Remaining New Corrpro Securities”), the Company shall, within ten (10) days of the Corrpro Notice Date, notify the other Members of such election and each of the other Members, Pro Rata or as they may otherwise agree, may elect, by notifying the Company in writing within fifteen (15) days of the Corrpro Notice Date (the “Final Election Date”) to either purchase or have the Company purchase any or all of that portion of the Remaining New Corrpro Securities as bears the same proportion to all of such Remaining New Corrpro Securities as the number of Units owned by such other Member bears to the aggregate number of Units owned by all such other Members who similarly elect to purchase such Remaining New Corrpro Securities. Within five (5) days after the Final Election Date, the Company shall, by written notice to each Member, elect to either (i) purchase all, but not less than all, of those New Corrpro Securities for which elections to purchase (or to have the Company purchase) have been made by the Members, or (ii) distribute to each Member having made an election to purchase (or have the Company purchase) the right to purchase all, but not less than all, of those New Corrpro Securities with respect to which such Member made such election.

(c) Should the Company distribute to any Member the rights to purchase New Corrpro Securities in accordance with this Section 3.15, then such Member shall be obligated to purchase such New Corrpro Securities. Alternatively, should the Company elect to purchase any New Corrpro Securities in accordance with this Section 3.15, then each Member shall be required to make a Capital Contribution to the Company in such amount and by such time as is necessary to permit the Company to purchase, in accordance with the Company’s preemptive rights therefor, those New Corrpro Securities for which such Member has made an election to purchase (or have the Company purchase); provided, however, should a Member (a “Defaulting Member”) fail to make any Capital Contribution required pursuant to this Section 3.15 by the time such amount is required by the Company, then the Company shall not be required to purchase any New Corrpro Securities on behalf of such Defaulting Member.

(d) Should the Company purchase any New Corrpro Securities in accordance with this Section 3.15, then the Members shall cause this Agreement to be amended in all respects necessary to create a separate class of Units in the Company related specifically to such New Corrpro Securities, which Units shall be held by the Members having elected to cause the Company to purchase such New Corrpro Securities in proportion to the New Corrpro Securities each such Member has caused the Company to purchase, and any rights associated with such New Corrpro Securities (including without limitation any preemptive rights) shall inure to the benefit of only those Members having a interest in the separate class of Units created with respect thereto in accordance with this Section 3.15.

3.16. Corrpro Warrant/Registration Rights in Corrpro. As holder of Series B Preferred Stock, the Company has been granted a warrant to acquire common stock in Corrpro (the “Warrant Stock”) and certain registration rights pursuant to the Warrant and the Investor Rights Agreement. The Members wish to set forth the following mechanism with respect to these rights:

(a) At any time on or before the Warrant Election Date (as defined herein), each Member shall have the right, upon written notice to the Company (a “Warrant Exercise Notice”), to purchase (or cause the Company to purchase) such Member’s Pro Rata share of the Warrant Stock in accordance with the terms of this Section 3.16. Within ten (10) days after the Company has received a Warrant Exercise Notice, the Company shall notify the relevant Member of its election to either (i) purchase all, but not less than all of the Warrant Stock for which such Member has made an election evidenced by the Warrant Exercise Notice, or (ii) distribute to such Member the rights to purchase all, but not less than all of the Warrant Stock for which such Member has made an election evidenced by the Warrant Exercise Notice. Except as provided in Section 3.16(b), each Member shall have rights to purchase (or cause the Company to purchase) only such Member’s Pro Rata share of the Warrant Stock, and once any Member has purchased (or caused the Company to purchase) all of such Member’s Pro Rata share of the Warrant Stock, such Member shall no longer have any rights related to the Warrant.

(b) If all the Warrant Stock has not been purchased by the Members and/or the Company in accordance with this Section 3.16 on or before the date that is ninety (90) days prior to the expiration of the Warrant (the “Warrant Exercise Date”), the Company shall notify each of the Members of the Company’s desire to exercise its rights under the Warrant prior to the expiration thereof, and each Member not having already purchased (or caused the Company tom purchase) all of such Member’s share of the Warrant Stock may elect, by notifying the Company in writing on or before the fifteenth (15^th) day after the Warrant Exercise Date (the “Warrant Election Date”), to either purchase or have the Company purchase the balance of such Member’s Pro Rata portion of the Warrant Stock. If any Member elects to neither purchase nor have the Company purchase all of his Pro Rata portion of the Warrant Stock (the Warrant Stock that any Member elects not to purchase or have the Company purchase being called “Remaining Warrant Stock”), the Company shall, within ten (10) days of the Warrant Election Date, notify those Members having at any time elected to purchase (or have the Company purchase) any of the Warrant Stock (the “Purchasing Members”) of such election not to purchase and each of the Purchasing Members, Pro Rata or as they may otherwise agree, may elect, by notifying the Company in writing within fifteen (15) days of the Warrant Election Date (the “Final Warrant Date”) to either purchase or have the Company purchase any or all of that portion of the Remaining Warrant Stock as bears the same proportion to all of such Remaining Warrant Stock as the number of Units owned by such other Member bears to the aggregate number of Units owned by all such other Members who similarly elect to purchase such Remaining Warrant Stock. Within five (5) days after the Final Warrant Date, the Company shall, by written notice to each Member, elect to either (i) purchase all, but not less than all, of the Warrant Stock for which elections to purchase (or to have the Company purchase) have been made by the Members, or (ii) distribute to each Member having made an election to purchase (or have the Company purchase) the right to purchase all, but not less than all, of the Warrant Stock with respect to such Member made such election.

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(c) Should the Company distribute to any Member the rights to purchase Warrant Stock in accordance with this Section 3.16, then such Member shall be obligated to purchase such Warrant Stock. Alternatively, should the Company elect to purchase any Warrant Stock in accordance with this Section 3.16, then each Member shall be required to make a Capital Contribution to the Company in such amount and by such time as is necessary to permit the Company to purchase, in accordance with the Warrant, the Warrant Stock for which such Member has made an election to purchase (or have the Company purchase); provided, however, should a Member (a “Non-Contributing Member”) fail to make any Capital Contribution required pursuant to this Section 3.16 by the time such amount is required by the Company, then the Company shall not be required to purchase any of the Warrant Stock on behalf of such Non-Contributing Member.

(d) Should the Company purchase any Warrant Stock in accordance with this Section 3.16, then the Members shall cause this Agreement to be amended in all respects necessary to create a separate class of Units in the Company related specifically to such Warrant Stock, which Units shall be held by the Members having elected to cause the Company to purchase such Warrant Stock in proportion to the Warrant Stock each such Member has caused the Company to purchase.

(e) If the Company distributes the right to purchase any Warrant Stock to any Member, the Company shall also distribute all of its rights and obligations related to such Warrant Stock under the Investor Rights Agreement to such Member, and such Member shall be added as a party to that Investor Rights Agreement pursuant to the terms therein.

Certain Definitions.

“Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

“Agreement” means the Amended and Restated Limited Liability Company Agreement of CorrPro Investments, LLC.

“Capital Contribution” means any contribution to the capital of the Company in cash or property by a Member whenever made.

“Charter” means the Amended and Restated Articles of Incorporation of Corrpro, as amended or restated from time to time.

“Company” means CorrPro Investments, LLC, a Delaware limited liability company.

“Corrpro” means Corrpro Companies, Inc., an Ohio corporation.

“Entity” means any joint venture, general partnership, limited partnership, limited liability company, corporation, trust, business trust, cooperative, association or other incorporated or unincorporated entity.

“Investor Rights Agreement” means the Investor and Registration Rights Agreement to be entered into by and between the Company and Corrpro upon the closing of the transactions contemplated by the Securities Purchase Agreement.

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“Member” means each Person designated as a member on Exhibit A, any successor or successors to all or any part of any such Person’s Membership Interest, or any other Person admitted as a member of the Company pursuant to this Agreement, each in the capacity as a member of the Company.

“Membership Interest” means, with respect to any Member at any time, the entire equity interest (or “limited liability company interest” as that term is used in the Act) of a member in the Company and all rights and liabilities associated therewith, including that Member’s Units.

“Person” means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of that Person where the context so admits.

“Pro Rata” means the ratio determined by dividing the Units of Members to whom a particular provision of this Agreement is stated to apply by the aggregate of the Units of all Members to whom that provision is stated to apply.

“Securities Purchase Agreement” means the Securities Purchase Agreement dated as of December 15, 2003, by and between the Company and Corrpro.

“Series B Preferred Stock” means Corrpro’s Series B Cumulative Redeemable Voting Preferred Stock, without par value.

“Units” means equal units of economic interest of all Members, and all rights and liabilities associated therewith, at any particular time, including, without limitation, rights to distributions (liquidating or otherwise) and allocations.

“Warrant” means Warrant to be issued by Corrpro to the Company upon the closing of the transactions contemplated by the Securities Purchase Agreement.

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EX-7.5

Exhibit 7.5

NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE THEREFOR.

Warrant No. X-1 12,113,744 Shares

Dated: March 30, 2004

WARRANT

TO PURCHASE SHARES OF COMMON STOCK

OF

CORRPRO COMPANIES, INC.

THIS WARRANT (this “Warrant”) certifies that, for value received, CorrPro Investments, LLC, a Delaware limited liability company, or its registered assigns (the “Holder”), is entitled to purchase from Corrpro Companies, Inc., an Ohio corporation (the “Company”), at any time or from time to time on or after the date hereof and prior to the Expiration Time (the “Exercise Period”), up to an aggregate of 12,113,744 duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (subject to adjustment as provided herein), at a purchase price of $0.001 per share (subject to adjustment as provided herein, the “Exercise Price”), subject to the terms and conditions set forth herein.

1. Definitions. For the purposes of this Warrant, the following terms shall have the meanings set forth below:

“Acquiring Company” shall have the meaning set forth in Section 3.9 hereof.

“Acquirer’s Common Stock” shall have the meaning set forth in Section 3.9 hereof.

“Additional Shares of Common Stock” shall mean all shares (including treasury shares) of Common Stock issued or sold (or deemed to be issued or sold pursuant to Section 3.6) by the Company after the date hereof, whether or not subsequently reacquired or retired by the Company; provided, however, that the term “Additional Shares of Common Stock” shall not include (i) shares of Common Stock issuable upon exercise of this Warrant, (ii) shares of Common Stock issuable upon exercise of the Outstanding Warrants, (iii) shares of Common Stock issuable upon exercise of the Lender Warrants and (iv) up to an aggregate of 4,542,654 shares of Common Stock issuable upon exercise of Options granted prior to, on or after the date hereof under the Option Plans.

“Adjustment Shares” shall have the meaning set forth in Section 3.13(b) hereof.

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling (including, but not limited to, all directors and executive officers of such Person), controlled by, or under direct or indirect common control with, such Person.

“Announcement Date” shall have the meaning set forth in Section 3.9 hereof.

“Articles of Incorporation” shall mean the Amended and Restated Articles of Incorporation of the Company.

“Assignment Notice” shall have the meaning set forth in Section 4.1 hereof.

“Board of Directors” shall mean the Board of Directors of the Company, including any committees thereof.

“Business Day” shall mean any day 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.

“Code of Regulations” shall mean the Amended and Restated Code of Regulations of the Company.

“Common Stock” shall mean the common shares, without par value, of the Company.

“Company” shall have the meaning set forth in the preamble hereof.

“Consummation Date” shall have the meaning set forth in Section 3.9 hereof.

“Convertible Securities” shall mean any evidences of indebtedness, shares of capital stock (other than Common Stock) or other securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock.

“Determined Value” shall mean with respect to any securities or other property, the fair market value thereof as of a date which is within fifteen (15) days of the date on which the determination of such fair market value is to be made (i) determined by mutual agreement between the Company and the Holder, or (ii) if the Company and the Holder fail to mutually agree, determined jointly by an independent investment banking firm retained by the Company and by an independent investment banking firm retained by the Holder, either of which firms may be an independent investment banking firm regularly retained by the Company, or (iii) if the Company or the Holder shall fail so to retain an independent investment banking firm within ten (10) days of the retention of such a firm by the Holder or the Company, as the case may be, determined solely by the firm so retained, or (iv) if the independent investment banking firms so retained by the Company and by the Holder shall be unable to reach a joint determination within fifteen (15) days of the retention of the last firm so retained, determined by another independent investment banking firm that is not a regular investment banking firm of the Company chosen by the first two such firms. The Company shall be responsible for the fees and expenses of all such investment banking firms.

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

“Division/Combination Notice” shall have the meaning set forth in Section 4.2 hereof.

“Excess Dilution Number” shall mean, with respect to any issuance or adjustment, a number of shares of Common Stock that is equal to the increase in the aggregate number of shares of Common Stock issuable upon exercise of the Outstanding Warrants and the Lender Warrants attributable to anti-dilution adjustments thereto in connection with any changes in the exercise price or conversion rate or ratio of this Warrant, the Lender Warrants or the Outstanding Warrants.

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“Exercise Date” shall have the meaning set forth in Section 2.1 hereof.

“Exercise Notice” shall have the meaning set forth in Section 2.1 hereof.

“Exercise Period” shall have the meaning set forth in the preamble hereof.

“Exercise Price” shall have the meaning set forth in the preamble hereof.

“Expiration Time” shall mean the tenth anniversary of the date hereof.

“Extraordinary Transaction” shall have the meaning set forth in Section 3.9 hereof.

“Fair Market Value” shall mean, with respect to a share of Common Stock as of a particular date, the price first determined by the first of the following clauses that applies: (i) if the Common Stock is then listed or quoted on a national securities exchange, the NASDAQ National Market System or the NASDAQ SmallCap Market, the last reported closing price per share of Common Stock for such date on such national securities exchange, the NASDAQ National Market System or the NASDAQ SmallCap Market, (ii) if the Common Stock is not then listed or quoted on a national securities exchange, the NASDAQ National Market System or the NASDAQ SmallCap Market and the Common Stock is then quoted on the OTC Bulletin Board, the average of the closing bid and ask prices per share of Common Stock for such date on the OTC Bulletin Board, (iii) if the Common Stock is not then quoted on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the average of the closing bid and ask prices per share of Common Stock on such date, or (iv) in all other cases, the fair market value per share of Common Stock as determined in good faith by the Board of Directors; provided, however, that any such determination by the Board of Directors may be challenged in good faith by the Holder, and any such dispute shall be resolved, at the non-prevailing party’s cost, by the determination of an investment banking firm of recognized national standing selected by the Holder.

“Holder” shall have the meaning set forth in the preamble hereof.

“Initial Excess Dilution Number” shall mean a number of shares of Common Stock that is equal to the increase in the aggregate number of shares of Common Stock issuable upon exercise of the Outstanding Warrants attributable to anti-dilution adjustments thereto in connection with the issuance of (i) this Warrant, (ii) the Lender Warrants, (iii) shares of Common Stock issuable upon exercise of outstanding options granted pursuant to the Option Plans, including any repricings thereof, and (iv) options that may be granted pursuant to the Option Plans.

“Lender Warrants” shall mean the detachable warrants issued by the Company pursuant to that certain Warrant, dated as of March 30, 2004 by and between the Company and American Capital Strategies, Ltd.

“Net Issue Election” shall have the meaning set forth in Section 2.6 hereof.

“Option Plans” shall mean, collectively, (i) the 1997 Non-Employee Directors’ Stock Option Plan of the Company, as amended, (ii) the 1997 Long-Term Incentive Plan of the Company, as amended, and (iii) any other stock option plans of the Company adopted by the Board of Directors and, to the extent required by applicable law, approved by the shareholders of the Company.

“Options” shall mean any rights, options or warrants to subscribe for, purchase or otherwise acquire Additional Shares of Common Stock or Convertible Securities.

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“Other Securities” shall mean any capital stock (other than Common Stock) and any other securities of the Company or any other Person which the Holder at any time shall be entitled to receive, or shall have received, upon exercise of this Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 3.9 or otherwise; provided, however, that the term “Other Securities” shall not include (i) Additional Shares of Common Stock, (ii) Options, (iii) Convertible Securities, (iv) shares of Common Stock issuable upon exercise of this Warrant, (v) shares of Common Stock issuable upon exercise of the Lender Warrants or (vi) shares of Common Stock issuable upon exercise of the Outstanding Warrants.

“Outstanding Warrants” shall mean the warrants evidenced by (i) that certain Warrant, dated as of September 23, 2002, issued by the Company to Bank One, NA and (ii) that certain Warrant, dated as of September 23, 2002, issued by the Company to The Prudential Insurance Company of America.

“Parent” shall have the meaning set forth in Section 3.9 hereof.

“Person” shall mean an individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated organization, joint venture, joint stock company, or a government or any agency or political subdivision thereof or other entity of any kind.

“Purchase Agreement” shall mean that certain Securities Purchase Agreement, dated as of December 15, 2003, by and between the Company and CorrPro Investments, LLC.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series B Preferred Stock” shall mean the Company’s Series B Cumulative Redeemable Voting Preferred Stock, without par value.

“Warrant” shall have the meaning set forth in the preamble hereof.

“Warrant Price” shall mean, with respect to each exercise of all or any portion of this Warrant, an amount that is equal to (i) the number of shares of Common Stock being purchased upon such exercise of this Warrant multiplied by (ii) the Exercise Price in effect on the date of such exercise.

2. Exercise of Warrant.

2.1. Manner of Exercise. At any time and from time to time during the Exercise Period, the Holder may exercise this Warrant, in whole or in part, by (i) delivering to the Company at its principal offices a written notice of the Holder’s election to exercise this Warrant in substantially the form attached hereto as Exhibit A (an “Exercise Notice”), which Exercise Notice shall be duly executed by the Holder or its duly authorized agent, (ii) surrendering to the Company at its principal offices this Warrant, and (iii) paying to the Company the Warrant Price for such exercise (the date on which such delivery, surrender and payment shall have occurred is referred to herein as the “Exercise Date”).

2.2. Payment of Warrant Price. At the option of the Holder, payment of any Warrant Price may be made (i) by delivery to the Company of a certified check or bank draft or by wire transfer of immediately available funds to an account designated by the Company, (ii) pursuant to the Net Issue Election set forth in Section 2.6 hereof, or (iii) by any combination of the foregoing.

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2.3. Delivery of Shares. As promptly as practicable after the exercise of this Warrant, in whole or in part, and in any event within three (3) Business Days after the Exercise Date, the Company shall, at its expense, issue (or cause to be issued) and deliver (or cause to be delivered) to the Holder a certificate or certificates representing the aggregate number of full shares of Common Stock issuable to the Holder upon such exercise. The certificate or certificates representing the shares of Common Stock issuable to the Holder upon exercise of this Warrant shall be in such denomination or denominations as the Holder shall request in the Exercise Notice and shall be registered in the name of the Holder or such other name or names as the Holder shall designate in the Exercise Notice, subject to the provisions of Section 5.1 hereof. This Warrant, to the extent that it has been exercised, in whole or in part, by the Holder, shall be deemed to have been exercised immediately prior to the close of business on the Exercise Date, and the Holder shall be treated for all purposes as the holder of record of the shares of Common Stock as of the close of business on such Exercise Date.

2.4. Partial Exercise. In the event that this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing the shares of Common Stock then being issued in respect of such exercise, deliver to the Holder a new warrant evidencing the right of the Holder to purchase the remaining number of shares of Common Stock purchasable hereunder. All other terms and conditions of such new warrant shall be identical in all respects to those contained in this Warrant.

2.5. Fractional Shares. No fractional shares of Common Stock shall be issuable upon exercise of this Warrant. As to any fractional share of Common Stock that the Holder would otherwise be entitled to receive upon exercise of this Warrant, in lieu of issuing any such fractional share, the Company shall, at the Company’s option, either (i) round up such number of shares to the next highest whole number or (ii) pay to the Holder an amount in cash that is equal to the product of (1) the amount of such fraction multiplied by (2) the Fair Market Value of a full share of Common Stock on the Exercise Date.

2.6. Net Issue Election. At the option of the Holder, in lieu of paying any Warrant Price in cash, the Holder may elect (the “Net Issue Election”) to receive, without the payment by the Holder of any additional consideration, a net number of shares of Common Stock upon exercise, in whole or in part, of this Warrant by delivering to the Company at its principal offices a written notice of such Net Issue Election in substantially the form attached hereto as Exhibit B, duly executed by the Holder or its duly authorized agent. The net number of shares of Common Stock to be issued to the Holder upon its exercise of the Net Issue Election shall be computed using the following formula:

X = (Y)(A-B)

    A

Where:
	X =	the number of shares of Common Stock to be issued to the Holder pursuant to this Section 2.6.
	Y =	the number of shares of Common Stock covered by this Warrant in respect of which the Net Issue Election is made.
	A =	the Fair Market Value of one share of Common Stock on the date on which the Net Issue Election is made.
	B =	the Exercise Price in effect under this Warrant at the time at which the Net Issue Election is made.

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3. Adjustments.

3.1. Dividends and Distributions Payable in Common Stock. If the Company at any time or from time to time after the date hereof shall declare, order, pay or make any dividend or other distribution to the holders of issued and outstanding shares of Common Stock in additional shares of Common Stock, then concurrently with the payment of such dividend or distribution,

(a) the Exercise Price shall be decreased to an amount that is equal to the product of (i) the Exercise Price in effect immediately prior to the payment of such dividend or distribution multiplied by (ii) a fraction, the numerator of which is equal to the total number of shares of Common Stock issued and outstanding immediately prior to the payment of such dividend or distribution and the denominator of which is equal to the total number of shares of Common Stock issued and outstanding immediately after the payment of such dividend or distribution; and

(b) the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased to an amount that is equal to the product of (i) the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to payment of such dividend or distribution multiplied by (ii) a fraction, the numerator of which is equal to the total number of shares of Common Stock issued and outstanding immediately after payment of such dividend or distribution and the denominator of which is equal to the total number of shares of Common Stock issued and outstanding immediately prior to payment of such dividend or distribution.

3.2. Subdivisions and Splits. If the Company at any time or from time to time after the date hereof shall subdivide or split the number of issued and outstanding shares of Common Stock into a greater number of issued and outstanding shares of Common Stock (by reclassification or otherwise), then concurrently with such subdivision or split,

(a) the Exercise Price shall be decreased to an amount that is equal to the product of (i) the Exercise Price in effect immediately prior to such subdivision or split multiplied by (ii) a fraction, the numerator of which is equal to the total number of shares of Common Stock issued and outstanding immediately prior to such subdivision or split and the denominator of which is equal to the total number of shares of Common Stock issued and outstanding immediately after such subdivision or split; and

(b) the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased to an amount that is equal to the product of (i) the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such subdivision or split multiplied by (ii) a fraction, the numerator of which is equal to the total number of shares of Common Stock issued and outstanding immediately after such subdivision or split and the denominator of which is equal to the total number of shares of Common Stock issued and outstanding immediately prior to such subdivision or split.

3.3. Combinations. If the Company at any time or from time to time after the date hereof shall combine (including, without limitation, by way of a reverse stock split) the number of issued and outstanding shares of Common Stock into a smaller number of issued and outstanding shares of Common Stock, then concurrently with such combination,

(a) the Exercise Price shall be increased to an amount that is equal to the product of (i) the Exercise Price in effect immediately prior to such combination multiplied by (ii) a fraction, the numerator of which is equal to the total number of shares of Common Stock issued and outstanding immediately prior to such combination and the denominator of which is equal to the total number of shares of Common Stock issued and outstanding immediately after such combination; and

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(b) the number of shares of Common Stock issuable upon exercise of this Warrant shall be decreased to an amount that is equal to the product of (i) the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such combination multiplied by (ii) a fraction, the numerator of which is equal to the total number of shares of Common Stock issued and outstanding immediately after such combination and the denominator of which is equal to the total number of shares of Common Stock issued and outstanding immediately prior to such subdivision or split.

3.4. Other Distributions and Dividends. If the Company at any time or from time to time after the date hereof shall declare, order, pay or make any dividend or other distribution to the holders of issued and outstanding shares of Common Stock, including, without limitation, any dividend or other distribution of additional capital stock, Options, Convertible Securities, securities, cash and/or other property (other than dividends and distributions to which Section 3.1 hereof applies), then the Company shall concurrently make a payment to the Holder in an amount that is equal to the amount of additional capital stock, Options, Convertible Securities, securities, cash and/or other property that would have been payable to the Holder had the Holder exercised this Warrant immediately prior to the record date for such dividend or distribution, or if no such record date is taken, immediately prior to the date on which such dividend or distribution is paid by the Company.

3.5. Issuance or Sale of Additional Shares of Common Stock. If at any time or from time to time after the date hereof the Company shall issue or sell Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section 3.6 hereof) without consideration or for a consideration per share (as determined pursuant to Section 3.7 hereof) that is less than the Fair Market Value in effect on the date of, and immediately prior to, such issuance or sale, then concurrently with such issuance or sale,

(a) the Exercise Price shall be decreased to an amount that is equal to the product of (i) the Exercise Price in effect immediately prior to such issuance or sale multiplied by (ii) a fraction, (x) the numerator of which is equal to the sum of (1) the total number of shares of Common Stock issued and outstanding immediately prior to such issuance or sale plus (2) the total number of shares of Common Stock that is equal to the quotient of (I) the aggregate amount of consideration received by the Company in respect of such issuance or sale of Additional Shares of Common Stock divided by (II) the Fair Market Value per share of Common Stock on the date of such issuance or sale, and (y) the denominator of which is equal to the total number of shares of Common Stock issued and outstanding immediately after such issuance or sale; and

(b) the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased to an amount that is equal to the product of (i) the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such issuance or sale multiplied by (ii) a fraction, (x) the numerator of which is equal to the total number of shares of Common Stock issued and outstanding immediately after such issuance or sale and (y) the denominator of which is equal to the sum of (1) the total number of shares of Common Stock issued and outstanding immediately prior to such issuance or sale plus (2) the total number of shares of Common Stock that is equal to the quotient of (I) the aggregate amount of consideration received by the Company in respect of such issuance or sale of Additional Shares of Common Stock divided by (II) the Fair Market Value per share of Common Stock on the date of such issuance or sale.

3.6. Treatment of Options and Convertible Securities. If at any time or from time to time after the date hereof the Company shall issue, sell, grant or assume, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, whether or not such Options or Convertible Securities are immediately exercisable, then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, issuable upon the conversion or exchange

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of such Convertible Securities (or the exercise of such Options for Convertible Securities and the subsequent conversion or exchange of the Convertible Securities issued upon exercise thereof), shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuance, sale, grant or assumption or, in case such a record date shall have been fixed, as of the close of business on such record date; provided, however, that in any case in which Additional Shares of Common Stock are deemed to be issued,

(a) if an adjustment of the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made upon the fixing of a record date as referred to in the first sentence of this Section 3.6, no further adjustments of the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made as a result of the subsequent issuance or sale of any Options or Convertible Securities for the purpose for which such record date was set;

(b) no further adjustment of the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made upon the subsequent issuance or sale of Additional Shares of Common Stock or Convertible Securities upon the exercise of such Options or the conversion or exchange of such Convertible Securities;

(c) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any change in the consideration payable to the Company, or change in the number of Additional Shares of Common Stock issuable upon the exercise, conversion or exchange thereof (by change of rate or otherwise), the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant computed upon the original issuance, sale, grant or assumption thereof (or upon the occurrence of the record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such change becoming effective, be recomputed to reflect such change insofar as it affects such Options, or the rights of conversion or exchange under such Convertible Securities, which are outstanding at such time;

(d) upon the expiration of any such Options or of the rights of conversion or exchange under any such Convertible Securities which shall not have been exercised (or upon purchase by the Company and cancellation or retirement of any such Options which shall not have been exercised or of any such Convertible Securities the rights of conversion or exchange under which shall not have been exercised), the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant computed upon the original issuance, sale, grant or assumption thereof (or upon the occurrence of the record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration (or such cancellation or retirement, as the case may be), be recomputed as if:

(i) in the case of Options or Convertible Securities, the only Additional Shares of Common Stock issued or sold (or deemed to be issued or sold) were the Additional Shares of Common Stock, if any, actually issued or sold upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was equal (x) with respect to such Options, to an amount equal to (1) the consideration actually received by the Company for the issuance, sale, grant or assumption of all such Options, whether or not exercised, plus (2) the consideration actually received by the Company upon such exercise, minus (3) the consideration paid by the Company for any purchase of such Options which were not exercised, or (y) with respect to such Convertible Securities, an amount equal to (1) the consideration actually received by the Company for the issuance, sale, grant or assumption of all such Convertible Securities which were actually converted or exchanged, plus (2) the additional consideration, if any, actually received by the Company upon such conversion or exchange, minus (3) the excess, if any, of the consideration paid by the Company for any purchase of such Convertible Securities, the rights of conversion or exchange under which such Convertible Securities were not exercised, over an amount that would be equal to the Determined Value of the Convertible Securities so purchased if such Convertible Securities were not convertible into or exchangeable for Additional Shares of Common Stock, and

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(ii) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued or sold upon the exercise of such Options were issued at the time of the issuance, sale, grant or assumption of such Options, and the consideration received by the Company for the Additional Shares of Common Stock deemed to have then been issued was an amount equal to (x) the consideration actually received by the Company for the issuance, sale, grant or assumption of all such Options, whether or not exercised, plus (y) the consideration deemed to have been received by the Company pursuant to Section 3.7 upon the issuance or sale of the Convertible Securities with respect to which such Options were actually exercised, minus (z) the consideration paid by the Company for any purchase of such Options which were not exercised; and

(e) no recomputation pursuant to Sections 3.7(c) or (d) shall have the effect of increasing the Exercise Price then in effect or decreasing the number of shares of Common Stock then issuable upon exercise of this Warrant by an amount in excess of the amount of the adjustment thereof originally made in respect of the issuance, sale, grant or assumption of such Options or Convertible Securities.

3.7. Consideration for Additional Shares of Common Stock. For the purposes of this Warrant:

(a) The consideration for the issuance or sale of any Additional Shares of Common Stock or for the issuance, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration,

(i) insofar as it consists of cash, shall be computed as the amount of cash received by the Company therefor, and insofar as it consists of securities or other property, shall be computed as of the date immediately preceding such issuance, sale, grant or assumption based upon the Determined Value of such consideration (or, if such consideration is received for the issuance or sale of Additional Shares of Common Stock and the Fair Market Value of such Additional Shares of Common Stock is less than the Determined Value of such consideration, then such consideration shall be computed as the Fair Market Value of such Additional Shares of Common Stock), in each case before deducting any expenses paid or incurred by the Company, any commissions or compensation paid or concessions or discounts allowed by the Company to any underwriters, dealers or other performing similar services, and any accrued interest or dividends in connection with such issuance or sale; and

(ii) in the event Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, shall be computed as the proportion of such consideration so received, determined as provided in clause (i) above, allocable to such Additional Shares of Common Stock or Options or Convertible Securities, as the case may be, all as determined in good faith by the Board of Directors.

(b) Other than with respect to dividends, subdivisions, splits, and distributions described in Sections 3.1, 3.2 and 3.4 for which an adjustment to the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made, all Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company, and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise), shall be deemed to have been issued without consideration.

(c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.6 shall be deemed to have been issued for a consideration per share determined by dividing

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(i) the total amount, if any, received and receivable by the Company as consideration for the issuance, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in Section 3.7(a), by

(ii) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

3.8. Adjustments for Issuances or Sales of Other Securities. If at any time and from time to time after the date hereof any Other Securities shall be issued or sold or shall become subject to issuance or sale upon the conversion or exchange of any capital stock (or Other Securities) of the Company (or any issuer of Other Securities or any other Person referred to in Section 3.9) or to subscription, purchase or other acquisition pursuant to any Options issued or granted by the Company (or any such other Person) for a consideration such as to dilute, on a basis to which the standards established in the other provisions of this Warrant do not apply, the exercise rights granted by this Warrant, then, and in each such case, the computations, adjustments and readjustments provided for in this Warrant with respect to the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant shall be made as nearly as possible in the manner so provided and applied to determine the amount of Other Securities from time to time issuable upon the exercise of this Warrant, so as to protect the holder of this Warrant against the effect of such dilution.

3.9. Changes in Common Stock. If at any time and from time to time after the date hereof the Company shall be a party to any transaction (including, without limitation, a merger, consolidation, sale of all or substantially all of the Company’s assets, liquidation, dissolution, winding-up, reorganization or recapitalization) in which the previously outstanding Common Stock shall be changed into or exchanged for different securities of the Company or common stock or other securities of another Person or other property (including cash) or any combination of any of the foregoing or in which the Common Stock ceases to be a publicly traded security either listed on the American Stock Exchange or quoted by the NASDAQ National Market System or NASDAQ SmallCap Market or any successor thereto or quoted or published on the OTC Bulletin Board or the “Pink Sheets”, or any comparable system (each such transaction, an “Extraordinary Transaction;” the date on which such Extraordinary Transaction is first announced to the shareholders of the Company, the “Announcement Date;” the date of consummation of any Extraordinary Transaction, the “Consummation Date;” the Company (in the case of a recapitalization of the Common Stock or any other Extraordinary Transaction in which the Company retains substantially all of its assets and survives as a corporation) or such other Person (in each other case), the “Acquiring Company;” and the capital stock (or equivalent equity interest) of the Acquiring Company, the “Acquirer’s Common Stock;” except that if the Acquiring Company shall not meet the requirements set forth in Sections 3.9(d), (e) and (f) below and a Person which directly or indirectly controls the Acquiring Company (a “Parent”) meets such requirements, “Acquiring Company” shall refer to such Parent and “Acquirer’s Common Stock” shall refer to such Parent’s capital stock (or equivalent equity interests)) then, as a condition of the consummation of such Extraordinary Transaction, lawful and adequate provisions (in form satisfactory to the Holder) shall be made so that the Holder, upon exercise of this Warrant at any time on or after the Consummation Date (but subject, in the case of an election pursuant to Sections 3.9 (b) or (c) below, to the time limitation hereinafter provided for such election).

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(a) shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of the Common Stock issuable upon exercise hereof prior to the Consummation Date, shares of the Acquirer’s Common Stock at an Exercise Price per share equal to the lesser of (i) the Exercise Price in effect immediately prior to the Consummation Date multiplied by a fraction, the numerator of which is the Fair Market Value per share of the Acquirer’s Common Stock determined as of the Consummation Date and the denominator of which is the Fair Market Value per share of the Common Stock determined as of the Consummation Date, or (ii) the Fair Market Value per share of the Acquirer’s Common Stock determined as of the Consummation Date (subject in each case to adjustments from and after the Consummation Date as nearly equivalent as possible to the adjustments provided for in this Warrant), or at the election of the Holder pursuant to notice given to the Company within thirty (30) days after the Consummation Date;

(b) shall be entitled to receive, and this Warrant shall thereafter represent the right to receive, in lieu of each share of Common Stock issuable upon exercise hereof prior to the Consummation Date, either (i) the greatest amount of cash, securities or other property given to any shareholder in consideration for any share of Common Stock at any time during the period from and after the Announcement Date to and including the Consummation Date by the Acquiring Company, the Company or any Affiliate of either thereof, or (ii) an amount in cash equal to the product of (x) the number of shares of the Acquirer’s Common Stock purchasable upon the exercise or conversion of such Warrant as shall result from adjustments thereto that would have been required pursuant to Section 3.9(a) multiplied by (y) the Fair Market Value per share for the Acquirer’s Common Stock, determined as of the day within the period from and after the Announcement Date to and including the Consummation Date for which the amount determined as provided in the definition of Fair Market Value shall have been the greatest; or

(c) if neither the Acquiring Company nor the Parent meets the requirements set forth in Sections 3.9 (d), (e) and (f) below, shall be entitled to receive, within thirty (30) days after such election, in full satisfaction of the exercise rights afforded to Holder hereunder, an amount equal to the fair market value of such exercise rights as determined by an independent investment banking firm (with an established national reputation as a value of equity securities) selected by the Holder and reasonably acceptable to the Company, such fair market value to be determined with regard to all material relevant factors but without regard to any negative effects on such value of the Extraordinary Transaction. The Company agrees to obtain, and deliver to the Holder a copy of the determination of an independent investment banking firm selected by the Holder to permit elections under this Section 3.9(c) within fifteen (15) days after the Consummation Date of any Extraordinary Transaction to which this Section 3.9(c) is applicable.

The requirements referred to above in the case of the Acquiring Company or its Parent are that immediately after the Consummation Date:

(d) it is a solvent corporation organized under the laws of any State of the United States of America having its capital stock listed on the New York Stock Exchange or the American Stock Exchange or quoted by the Nasdaq National Market or any successor thereto or comparable system or quoted or published in the over-the-counter market, and such capital stock continues to meet such requirements for such listing or quotation;

(e) it is required to file, and in each of its three fiscal years immediately preceding the Consummation Date has filed, reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; and

(f) in the case of the Parent, such Parent is required to include the Acquiring Company in the consolidated financial statements contained in the Parent’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission and is not itself included in the consolidated financial statements of any other Person (other than its consolidated subsidiaries).

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Notwithstanding anything contained herein to the contrary, the Company shall not effect any Extraordinary Transaction unless prior to the consummation thereof each Person (other than the Company) that may be required to deliver any securities or other property upon the exercise of this Warrant shall assume, by written instrument delivered to the Holder, the obligation to deliver to the Holder such securities or other property as to which, in accordance with the foregoing provisions, the Holder may be entitled, and such Person shall have similarly delivered to the Holder an opinion of counsel for such Person, reasonably satisfactory to the Holder, which opinion shall state that this Warrant shall thereafter continue in full force and effect and shall be enforceable against such Person in accordance with the terms hereof and thereof, together with such other matters as the Holder may reasonably request.

3.10. Certain Events. If any event occurs as to which, in the good faith judgment of the Board of Directors, the other provisions of this Warrant are not strictly applicable or if strictly applicable would not fairly protect the exercise rights of the Holder in accordance with the essential intent and principles of such provisions, then the Board of Directors shall appoint its regular independent auditors or another firm of independent public accountants of recognized national standing which shall give their opinion upon the adjustment, if any, on a basis consistent with such essential intent and principles, necessary to preserve, without dilution, the rights of the Holder. Upon receipt of such opinion, the Board of Directors shall forthwith make the adjustments described therein; provided, however, that no such adjustment shall have the effect of increasing the Exercise Price or decreasing the number of shares of Common Stock issuable upon exercise of this Warrant, as otherwise determined pursuant to this Warrant. The Company, acting by and through a committee of Disinterested Board Members, may make such reductions in the Exercise Price as it deems advisable, including any reductions necessary to ensure that any event treated for federal income tax purposes as a distribution of stock or stock rights not be taxable to the recipients thereof.

3.11. Other Provisions Applicable to Adjustments. The following provisions shall be applicable to the adjustments provided for under this Section 3:

(a) The adjustments required by this Section 3 shall be made whenever and as often as any specified event requiring such an adjustment shall occur. For the purpose of any such adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing the adjustments under this Section 3, fractional interests in shares of Common Stock shall be taken into account to the nearest 1/100th of a share.

(b) If the Company shall take a record of the holders of shares of Common Stock for purposes of any specified event requiring any adjustment under this Section 3, but shall, thereafter and before the consummation of any such specified event, legally abandon its plan therefor, then no adjustment under this Section 3 shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.

3.12. Adjustment Certificate. Upon the occurrence of any specified event requiring any adjustment under this Section 3, the Company shall, at its expense, take all action necessary to cause its regular independent auditors to (i) compute the amount of any such adjustment in accordance with the terms hereof and (ii) deliver to the Holder, as promptly as practicable after the date of any such specified event and in any event not more than ten (10) Business Days after the occurrence of any such specified event, a certificate describing in reasonable detail (1) the transaction or transactions giving rise to any such adjustment and the basis upon which any such adjustment is made, (2) the Exercise Price immediately after giving effect to any such adjustment and (3) the number of shares of Common Stock issuable upon exercise of this Warrant immediately after giving effect to any such adjustment.

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3.13. Excess Dilution Number Adjustments.

(a) Notwithstanding anything to the contrary contained herein, if the Initial Excess Dilution Number exceeds 453,186, then the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased by a number of shares of Common Stock which is equal to the product of (i) 9.8634 multiplied by (ii) the difference of the Initial Excess Dilution Number minus 453,186.

(b) Notwithstanding anything to the contrary contained herein, upon any issuance or adjustment that results in an Excess Dilution Number (other than with respect to the Initial Excess Dilution Number), then the number of shares of Common Stock issuable upon exercise of this Warrant shall be increased by a number of shares of Common Stock (the “Adjustment Shares”) which is equal to the product of 40% multiplied by the sum of (i) such Excess Dilution Number plus (ii) the Adjustment Shares.

4. Transfer; Division; Combination.

4.1. Transfer. Subject to compliance with the provisions of Sections 4 and 5 hereof, each transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the principal offices of the Company and delivery of a written assignment of this Warrant in substantially the form attached hereto as Exhibit C (an “Assignment Notice”), duly executed by the Holder or its duly authorized agent. Upon such surrender and delivery, the Company shall execute and deliver a new warrant or warrants, the terms and conditions of which shall be identical to those contained in this Warrant, in the name of the assignee or assignees and in the denomination or denominations specified in such Assignment Notice, and shall issue to the assignor a new warrant, the terms and conditions of which shall be identical to those contained in this Warrant, evidencing the portion of this Warrant not so assigned and this Warrant shall promptly be cancelled.

4.2. Division and Combination. Subject to compliance with the provisions of Sections 4 and 5 hereof, this Warrant may be divided or combined with any other warrant or warrants, the terms and conditions of which are identical to those contained in this Warrant, upon surrender of this Warrant at the principal offices of the Company and delivery of a written notice (a “Division/Combination Notice”) specifying the name or names and the denomination or denominations in which such new warrant or warrants are to be issued upon such division or combination, duly executed by the Holder or its duly authorized agent. Upon such surrender and delivery, the Company shall execute and deliver a new warrant or warrants, the terms and conditions of which shall be identical to those contained in this Warrant, in accordance with the terms of such Division/Combination Notice.

5. Restrictions on Transfer.

5.1. Securities Laws Restrictions. Neither this Warrant nor any shares of Common Stock issued upon exercise hereof may be offered, sold, transferred, pledged, hypothecated or otherwise disposed of, other than pursuant to (i) an effective registration statement under the Securities Act or (ii) an exemption from the registration requirements thereof. If requested by the Company, the Holder will deliver an opinion of counsel to the effect that any proposed offer, sale, transfer, pledge, hypothecation or other disposition of this Warrant and/or any shares of Common Stock issuable upon exercise hereof pursuant to clause (ii) of the preceding sentence (other than a transfer described in Section 5.4 hereof) is exempt from the registration requirements of the Securities Act.

5.2. Restrictive Legends. Except as otherwise provided in this Section 5, each certificate for shares of Common Stock issued upon exercise of this Warrant, and each certificate for shares of Common Stock issued

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to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH PROPOSED OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

5.3. Termination of Securities Law Restrictions. Notwithstanding the foregoing provisions of this Section 5, the restrictions imposed by Section 5.1 hereof and the legend requirements of Section 5.2 hereof shall terminate with respect to this Warrant and the shares of Common Stock issuable upon exercise hereof if (i) the Company shall have received from the Holder an opinion of counsel to the effect that this Warrant and the shares of Common Stock issuable upon exercise hereof are no longer subject to the restrictions contained in this Section 5, the Securities Act and applicable state securities laws or (ii) any proposed offer, sale, transfer, pledge, hypothecation or other disposition of this Warrant and/or the shares of Common Stock issuable upon exercise hereof shall have been registered by the Company under the Securities Act. Whenever the restrictions imposed by this Section 5 shall terminate as to this Warrant, the Holder shall be entitled to receive from the Company, at the Company’s expense, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon:

THE RESTRICTIONS ON THE OFFER, SALE, TRANSFER, PLEDGE AND HYPOTHECATION OF THIS WARRANT CONTAINED IN SECTION 5 HEREOF TERMINATED ON                              ,             , AND ARE OF NO FURTHER FORCE AND EFFECT.

Each new Warrant issued upon registration of transfer, division or combination of, or in substitution for, this Warrant entitled to bear such legend shall have a similar legend endorsed thereon. Wherever the restrictions imposed by this Section 5 shall terminate as to any share of Common Stock issuable upon exercise of this Warrant, the Holder shall be entitled to receive from the Company, at the Company’s expense, a new certificate representing such shares of Common Stock that does not bear any restrictive legends.

5.4. Transfers to Affiliates. Notwithstanding anything contained herein to the contrary, the Holder shall have the right at any time and from time to time, to transfer all or any portion of this Warrant and/or the shares of Common Stock issuable upon exercise hereof to any of its Affiliates if then permitted under applicable law.

6. Reservation of Shares; Valid Issuance. The Company shall take all actions necessary to ensure that the shares of Common Stock to be issued to the Holder upon exercise of this Warrant shall, without any further action by the Holder, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens, charges and preemptive or similar rights with respect to the issuance thereof. The Company shall at all times from and after the date hereof reserve and keep available for issuance out of its authorized Common Stock such number of shares of Common Stock as shall be sufficient to permit the exercise of this Warrant in full. If the number of shares of Common Stock so reserved shall be insufficient to permit the exercise of this Warrant in full,

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the Company shall promptly take any corporate action that is necessary to make available a sufficient number of authorized but unissued shares of Common Stock to permit the exercise of this Warrant in full.

7. Loss, Theft, Destruction or Mutilation. Upon receipt by the Company from the Holder of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of such loss, theft or destruction of this Warrant, an indemnity bond or agreement reasonably satisfactory to the Company or, in the case of such mutilation, upon surrender and cancellation of this Warrant, the Company shall issue and deliver in lieu hereof a new warrant, the terms and conditions of which shall be identical to those contained in this Warrant, to the Holder; provided, however, that in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

8. No Rights or Liabilities as Shareholder. Until such time as this Warrant shall have been exercised, the Holder shall not, by virtue of this Warrant, (i) be entitled to any rights as a shareholder of the Company, either at law or equity, except as expressly provided herein or (ii) be subject to any liability as a shareholder of the Company, whether or not such liability shall be asserted by the Company, creditors of the Company or otherwise. Except as expressly provided herein, until such time as this Warrant shall have been exercised, this Warrant shall not be construed as conferring upon the Holder the right to vote on, consent to, or receive notices with respect to, any matter as a shareholder of the Company.

9. Expenses; Taxes; Charges. The Company shall pay any and all issue and other similar taxes, expenses and/or charges payable in respect of any issuance or delivery of this Warrant, including, without limitation, any new warrant or warrants issued upon combination or division hereof, and/or shares of Common Stock issuable upon exercise of this Warrant.

10. Notice of Corporation Actions. The Company shall not take (or cause to be taken) or effect (or cause to be effected) any of the following actions unless the Company shall have provided the Holder with not less than ten (10) days prior written notice thereof: (i) any amendment, modification, alteration or restatement of any provision of the Articles of Incorporation or the Code of Regulations, (ii) any merger or consolidation by the Company with one or more Persons, (iii) any liquidation, dissolution or winding-up of the Company, (iv) any sale of all or substantially all of the assets of the Company, (v) any recapitalization or reorganization of the Company, (vi) any material acquisition or series of acquisitions, joint venture or strategic alliance involving the Company, (vii) any payment of dividends or distributions on any securities of the Company, except for dividends and distributions payable on the Company’s Series B Cumulative Redeemable Voting Preferred Stock, (viii) the taking by the Company of any record of the holders of its securities for the purpose of entitling such holders to receive (1) any dividend or other distribution on any securities of the Company, except for dividends or other distributions payable on the Company’s Series B Cumulative Redeemable Voting Preferred Stock (2) any right to subscribe for or purchase any securities of the Company, or (3) any other right, or (ix) the consummation of, or the occurrence of, an Extraordinary Transaction.

11. Warrant Register. The Company shall maintain at its principal offices a register for the registration and transfer of this Warrant, which register shall contain the name and address of the Holder. The Holder may change its address as shown on such register by providing written notice to the Company at its principal offices.

12. No Impairment. The Company shall not, by any action set forth in Section 10 hereof or otherwise, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder hereunder against impairment. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such action as may be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares

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of Common Stock upon the exercise of all Warrants from time to time outstanding, (iii) shall not take any action which results in any adjustment of the Exercise Price or the shares of Common Stock issuable upon exercise of this Warrant if the total number of shares of Common Stock or Other Securities issuable after the action upon the exercise of all of the Warrants would exceed the total number of shares of Common Stock or Other Securities then authorized by the Articles of Incorporation and available for the purpose of issue upon such conversion, and (iv) shall not issue any capital stock of any class (other than the Series B Preferred Stock) which has the right to more than one vote per share or any capital stock of any class which is preferred as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution, liquidation or winding-up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage (or floating rate related to market yields) of par value or stated value in respect of participation in dividends and a fixed sum or percentage of par value or stated value in any such distribution of assets. The Company’s obligations to issue and deliver shares of Common Stock to the Holder in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction of the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, any breach or alleged breach by the Holder or any other Person of any obligation to the Company, or any violation or alleged violation of any applicable law by the Holder or any other Person, and irrespective of any other circumstance that may otherwise limit the obligations of the Company to the Holder in connection with the issuance of shares of Common Stock upon exercise of this Warrant. Nothing contained herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to any failure by the Company to timely deliver a certificate or certificates to the Holder representing the shares of Common Stock to be issued upon exercise of this Warrant.

13. Miscellaneous.

13.1. Notices Generally. Except as otherwise provided 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 two (2) 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: (i) if to the Company, to its offices at 1090 Enterprise Drive, Medina, Ohio 44256, Attention: Secretary or to an agent of the Company designated as permitted by the Articles of Incorporation or (ii) if to the Holder, to its address listed in the record books of the Company (which may include the records of any transfer agent for this Warrant), or to such other address as the Company or the Holder, as the case may be, shall have designated by notice similarly given.

13.2. Amendments. This Warrant may be amended or modified only upon the written consent of the Company and the Holder hereof.

13.3. Governing Law. This Warrant shall be governed by and construed under the laws of the State of Delaware, excluding the application of any conflicts of laws principles which would require the application of the laws of another state.

13.4. Headings. The headings used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

13.5. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Warrant shall inure to the benefit of, and be binding upon, the respective permitted successors and assigns of the parties hereto. Nothing contained in this Warrant, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Warrant, except as expressly provided herein.

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13.6. Severability. Whenever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision.

13.7. Interpretation. As used in this Warrant, (i) the term “includes” and the word “including” and words of similar import shall be deemed to be followed by the words “without limitation”; (ii) “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to (A) vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors of a Person or (B) direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other interests, by contract or otherwise; (iii) definitions contained in this Warrant apply to singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms; (iv) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (v) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Warrant as a whole and not to any particular provision of this Warrant, and Article, Section, subsection, paragraph, Schedule and Exhibit references are to the Articles, Sections, subsections, paragraphs, Schedules and Exhibits to this Warrant unless otherwise specified; and (vi) the word “or” shall not be exclusive.

13.8. Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Company or the Holder shall operate as a waiver of such right or otherwise prejudice the rights, powers or remedies of such Person.

13.9. Representations and Warranties. The Company represents and warrants to the Holder as follows:

(a) The execution and delivery by the Company of this Warrant, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Company;

(b) This Warrant has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally, and (ii) general equitable principles; and

(c) The execution and delivery by the Company of this Warrant, and the performance by it of the transactions contemplated hereby, do not and will not (i) conflict with or result in a violation of any provision of the Articles of Incorporation, the Code of Regulations or the charter, bylaws, or other governing instruments of any subsidiary of the Company, (ii) except as set forth on Schedule 3.11 of the Purchase Agreement, conflict with or result in a violation of any provision of, constitute (with or without the giving of notice or the passage of time or both) a default or event of default under, give rise (with or without the giving of notice or the passage of time or both) to any loss of any benefit under, give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration under, or require any consent under, any Material Contract (as defined in the Purchase Agreement), (iii) result in the creation or imposition of any Lien (as defined in the Purchase Agreement) upon the properties of the Company or any of its subsidiaries, or (iv) violate in any respect any Law (as defined in the Purchase Agreement) binding upon the Company or any of its subsidiaries or any rules, regulations or published policies of the American Stock Exchange.

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13.10. Rights Offering. In the event the Company shall effect an offering of the Common Stock, Options or Convertible Securities pro rata to the holders of the Common Stock, the Holder shall be entitled, at its option, to elect to participate in each and every such offering as if this Warrant had been exercised and the Holder was, immediately prior to any such rights offering, then a holder of that number of shares of Common Stock to which the Holder would then be entitled to receive upon exercise of this Warrant.

* * * * * * *

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed and its corporate seal to be impressed hereon and attested by its Secretary.

CORRPRO COMPANIES, INC.
By:	/s/ John D. Moran
	John D. Moran Senior Vice President, General Counsel and Secretary

[SEAL]
Attest:
By:
	Name: Title:

Signature Page to Warrant

EXHIBIT A

SUBSCRIPTION FORM

The undersigned registered owner of this Warrant irrevocably exercises this Warrant for the purchase of                      shares of Common Stock of the Company and herewith makes [makes payment of $             therefor] [and/or] [makes payment thereof pursuant to the Net Issue Election in Section 2.6 thereof]. The undersigned registered owner of this Warrant hereby requests that certificates for the shares of Common Stock hereby purchased (and any securities or other property issuable upon such exercise) be issued in the name of and delivered to                                                  , whose address is                                                                               and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant with the same terms and provisions of this Warrant shall be delivered to the undersigned registered owner of this Warrant, except that such new Warrant shall be exercisable only for the balance of the shares of Common Stock issuable hereunder.

(Name of Registered Owner)

(Signature of Registered Owner)

(Street Address)

(City)    (State)    (Zip Code)

NOTE: The signature on this subscription must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.

EXHIBIT B

NET ISSUE ELECTION NOTICE

The undersigned registered owner of this Warrant irrevocably exercises this Warrant for the purchase of                      shares of Common Stock of the Company pursuant to the Net Issue Election set forth in Section 2.6 hereof.

(Name of Registered Owner)

(Signature of Registered Owner)

(Street Address)

(City)    (State)    (Zip Code)

NOTE: The signature on this subscription must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.

EXHIBIT C

ASSIGNMENT NOTICE

FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below:

Name and Address of Assignee No. of Shares of Common Stock

and does hereby irrevocably constitute and appoint                      as the undersigned’s attorney-in-fact to register such transfer onto the stock transfer books of the Company maintained for such purpose, with full power of substitution in the premises.

Dated:	Print Name:
	Signature:

NOTE: The signature on this assignment must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.

EX-7.6

Exhibit 7.6

INVESTOR AND REGISTRATION RIGHTS AGREEMENT

BY AND BETWEEN

CORRPRO INVESTMENTS, LLC

AND

CORRPRO COMPANIES, INC.

DATED AS OF MARCH 30, 2004

TABLE OF CONTENTS

1.	Definitions			1
2.	Registration Rights			3
	2.1.	Demand Registrations		3
		(a)	Timing of Demand Registrations	3
		(b)	Underwritten Demand Registrations; Priority	4
		(c)	Number of Demand Registrations	5
		(d)	Withdrawal of Registrable Securities	5
	2.2.	Piggyback Registrations		5
		(a)	Request for Piggyback Registration	5
		(b)	Priority	5
		(c)	Withdrawal of Registrable Securities	5
		(d)	Right to Terminate Piggyback Registration	6
	2.3.	Hold-Back Agreements		6
	2.4.	Registration Procedures		6
		(a)	Obligations of the Company	6
		(b)	Holders’ Obligation to Furnish Information	9
	2.5.	Registration Expenses		9
	2.6.	Indemnification		10
		(a)	Indemnification by Company	10
		(b)	Indemnification by Holder of Registrable Securities	10
		(c)	Indemnification Procedures	11
		(d)	Contribution	11
		(e)	Other Indemnification	12
	2.7.	Rule 144		12
	2.8.	Other Registration Rights Agreements		12
	2.9.	Adjustments Affecting Registrable Securities		12
3.	Information Rights			12
4.	Observer Rights			13
5.	AMEX Listing			13
6.	Voting of Registrable Securities			13
7.	Tax Return Preparation Expenses			13
8.	Board of Directors			13
9.	Miscellaneous			14
	9.1.	Successors and Assigns		14
	9.2.	Governing Law		14
	9.3.	Execution		14
	9.4.	Headings		14
	9.5.	Notices		14
	9.6.	Assignment and Additional Parties		15
	9.7.	Amendment of Registration Rights		15
	9.8.	Severability		15
	9.9.	Entire Agreement		15
	9.10.	Delays or Omissions		16
	9.11.	Interpretation		16
	9.12.	Other Remedies		16

INVESTOR AND REGISTRATION RIGHTS AGREEMENT

THIS INVESTOR AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of March, 2004, by and between CorrPro Investments, LLC, a Delaware limited liability company (“Investor”), and Corrpro Companies, Inc., an Ohio corporation (the “Company”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in that certain Securities Purchase Agreement, dated as of December 15, 2003, by and between the Company and Investor (the “Purchase Agreement”).

W I T N E S S E T H:

WHEREAS, the Company and Investor are parties to the Purchase Agreement, which provides for, among other things, the issuance and sale by the Company, and the purchase by Investor, of the Securities; and

WHEREAS, in order to induce Investor to enter into the Purchase Agreement, the Company agreed to provide to Investor the registration rights and other rights set forth herein; and

WHEREAS, the execution of this Agreement is a condition to the closing of the transactions contemplated by this Agreement and the other Transaction Documents;

NOW, THEREFORE, in consideration of the premises, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling (including, without limitation, all directors, officers, partners and members of such Person), controlled by, or under direct or indirect common control with, such Person.

“Articles of Incorporation” shall mean the Amended and Restated Articles of Incorporation of the Company, as amended from time to time.

“Board of Directors” shall mean the Board of Directors of the Company, including any committees thereof.

“Code of Regulations” shall mean the Amended and Restated Code of Regulations of the Company, as amended from time to time.

“Common Stock” shall mean the common shares, without par value, of the Company.

“Demand Registration” shall have the meaning set forth in Section 2.2(a)(i) hereof.

“Equity Securities” shall mean any capital stock or other equity interests of the Company, or any security convertible into, or exercisable for, any such capital stock or equity interests, or any security carrying any warrant, option or other right to subscribe to or purchase any such capital stock or equity interests.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Holder” shall mean any Person who is the record holder of, or otherwise has the right to acquire, Registrable Securities, including such Person’s respective successors and assigns.

“Indemnified Holder” shall mean any Holder of Registrable Securities, whose Registrable Securities are included in a Registration pursuant to this Agreement, any partner, member, officer, director, employee, advisor or agent of any such Holder and any other Person who controls any such Holder within the meaning of the Securities Act or the Exchange Act.

“Indemnified Party” shall have the meaning set forth in Section 2.6(c) hereof.

“Indemnifying Party” shall have the meaning set forth in Section 2.6(c) hereof.

“Initiating Holder” shall have the meaning set forth in Section 2.1(a)(i) hereof.

“Initial Preferred Shares” shall mean 13,000 shares of the Series B Preferred Stock.

“Investor” shall have the meaning set forth in the preamble hereof.

“Losses” shall mean each and all of the following items: claims, losses (including, without limitation, losses or earnings), liabilities (joint or several), obligations, payments, damages (actual or consequential), charges, judgments, fines, penalties, amounts paid in settlements, costs and expenses (including, without limitation, interest which may be imposed in connection therewith, costs and expenses of investigation, actions, suits, proceedings, demands, assessments and reasonable fees, expenses, disbursements of counsel, consultants and other experts).

“Original Warrant” shall mean that certain Warrant, dated as of March 30, 2004, issued by the Company to Investor.

“Person” shall mean an individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated organization, joint venture, joint stock company, or a government or any agency or political subdivision thereof or other entity of any kind.

“Piggyback Notice” shall have the meaning set forth in Section 2.2(a) hereof.

“Piggyback Registration” shall have the meaning set forth in Section 2.2(a) hereof.

“Prior Registrable Securities” shall mean the “Registrable Securities,” as such term is defined in each of the Prior Registration Rights Agreements.

“Prior Registration Rights Agreements” shall mean (i) that certain Registration Rights Agreement, dated as of September 23, 2002, by and between the Company and Bank One, NA and (ii) that certain Registration Rights Agreement, dated as of September 23, 2002, by and between the Company and The Prudential Insurance Company of America.

“Prior Rights Holders” shall mean the holders of the Prior Registrable Securities.

“Purchase Agreement” shall have the meaning set forth in the recitals herein.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented from time to time by any and all prospectus supplements thereto, as amended from time to time by any and

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all post-effective amendments thereto, and including all documents, information and/or other materials incorporated by reference therein.

“Registrable Securities” shall mean (i) the Warrant Shares, (ii) any securities issued as (or issuable upon the conversion or exercise of any warrant, right, option or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the Warrant Shares and (iii) any securities issued or issuable in respect of any Warrant Shares in connection with a merger, consolidation, recapitalization, reorganization or otherwise; provided, however, that the term “Registrable Securities” shall not include any Warrant Shares or other shares of Common Stock that are sold by a Holder to the public pursuant to a Registration Statement or Rule 144 under the Securities Act.

“Registration” shall mean any Demand Registration or Piggyback Registration.

“Registration Expenses” shall have the meaning set forth in Section 2.5 hereof.

“Registration Statement” shall mean a registration statement filed by the Company with the SEC pursuant to the Securities Act and shall include, without limitation, all financial statements and schedules required by the Securities Act to be filed with such registration statement, the Prospectus included in such registration statement, any amendments (including post-effective amendments), supplements and exhibits to such registration statement, and all documents, information and/or other materials incorporated by reference into such registration statement.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“SEC” shall mean the Securities and Exchange Commission, or any successor agency thereto.

“Series B Preferred Stock” shall mean the Series B Cumulative Redeemable Voting Preferred Stock, without par value, of the Company.

“Transaction Documents” shall mean, collectively, this Agreement, the Purchase Agreement, the Securities, the Warrant Agreement, the Services Agreement, the Amended Articles, the Amended Regulations and all other agreements executed pursuant to or in connection herewith or therewith, as such documents may be amended from time to time.

“Warrant” 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.

“Warrant Shares” shall mean the shares of Common Stock issued or issuable upon exercise of, or in respect of, the Warrant.

2. Registration Rights.

2.1. Demand Registrations.

(a) Requests for Demand Registration.

(i) At any time and from time to time after the date hereof, the Holders of at least thirty percent (30%) of the outstanding Registrable Securities (the “Initiating Holders”) may make a written request for registration, whether or not such registration involves an underwritten offering, under the Securities Act of all or any part of such Holder’s Registrable Securities (a “Demand Registration”), which

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request shall specify the amount of Registrable Securities to be registered and the intended method or methods of disposition thereof.

(ii) Promptly after receipt by the Company of any request for a Demand Registration from the Initiating Holders pursuant to this Section 2.1 (and in any event within five (5) days after such receipt), the Company shall give written notice of such request to all other Holders of Registrable Securities from whom written notice has not been received and shall, subject to the provisions of this Section 2.1, include in such Demand Registration all Registrable Securities with respect to which the Company receives written requests (each request specifying the amount of Registrable Securities to be registered under the Securities Act and the intended method or methods of disposition thereof) for inclusion therein within ten (10) days after the date on which the Company delivers its notice pursuant to the preceding sentence.

(iii) As promptly as is reasonably practicable, but in no event later than sixty (60) days, after receiving any request for a Demand Registration from the Initiating Holders pursuant to this Section 2.1, the Company shall prepare and file with the SEC a Registration Statement registering all Registrable Securities requested to be included in such Demand Registration and shall use its best efforts to cause such Registration Statement to become effective as promptly as practicable after the date on which such Registration Statement was filed with the SEC. The Company shall cause such Registration Statement to remain continuously effective, supplemented, amended and current as required by, and subject to, the provisions of Section 2.4 hereof and in conformity with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the SEC as announced from time to time, until the date on which all Registrable Securities covered by such Registration Statement shall have been sold. If requested by the Initiating Holders, such Demand Registration shall provide for the resale, from time to time, of such Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

(b) Underwritten Demand Registrations; Priority.

(i) If in connection with a Demand Registration the Initiating Holders desire to distribute their Registrable Securities by means of an underwritten offering, they shall so advise the Company as part of the request delivered to the Company pursuant to Section 2.2(a) hereof. In such event, the right of any Holder to include its Registrable Securities in such underwritten Demand Registration shall be conditioned upon such Holder’s participation in such underwritten Demand Registration and the inclusion of such Holder’s Registrable Securities therein. Any Holder who proposes to offer and sell its Registrable Securities pursuant to such underwritten Demand Registration shall enter into an underwriting agreement in customary form (including all questionnaires, powers of attorney, indemnities or other documents required by such underwriting agreement) with the managing underwriter or underwriters selected for such underwritten Demand Registration pursuant to Section 2.2(b)(ii) below.

(ii) The managing underwriter or underwriters of any underwritten public offering of Registrable Securities covered by a Demand Registration shall be selected by the Holders of a majority of the number of outstanding Registrable Securities to be included in such Demand Registration.

(iii) If the managing underwriter or underwriters for an underwritten Demand Registration shall advise the Company that, in its opinion, the inclusion of the amount of Registrable Securities to be sold for the Holders thereof would create a substantial risk that the proceeds or price per share to be derived from such Demand Registration will be reduced to a price range that is below a price range reasonably acceptable to a majority of the Holders of Registrable Securities requested to be included in such Demand Registration, then the amount of Registrable Securities to be included in such Demand Registration shall be allocated (x) first, to the Initiating Holders, (y) second, to all remaining Holders who did not initiate such Demand Registration on a pro rata basis, and (z) third, to any other Person on a pro rata basis.

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(c) Number of Demand Registrations. The Company shall not be required to effect more than a total of three (3) Demand Registrations pursuant to this Section 2.1. For purposes of this Section 2.1, a Demand Registration shall not be counted as one (1) of the three (3) Demand Registrations under this Section 2.1 (i) unless the Registration Statement covering the Registrable Securities that are the subject of such Demand Registration shall have become effective under the Securities Act and is maintained effective in accordance with the requirements set forth in Section 2.1(a) hereof, (ii) if, after such Registration Statement has become effective under the Securities Act, such Demand Registration shall be interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason so as to materially interfere with the distribution of Registrable Securities thereunder, (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, or (iv) if the Holders of Registrable Securities requested to be included in such Demand Registration are not able to register at least fifty percent (50%) of the Registrable Securities requested to be included therein.

(d) Withdrawal of Registrable Securities. The Initiating Holders shall be entitled to withdraw a request for a Demand Registration by providing written notice thereof to the Company, and such request shall not be counted as a Demand Registration for purposes of this Section 2.1 if the Initiating Holders shall have paid all Registration Expenses incurred in connection therewith.

2.2. Piggyback Registrations.

(a) Request for Piggyback Registration. If at any time after the date hereof the Company proposes to file a Registration Statement (other than a Registration Statement on Forms S-4 or S-8 or any successor forms thereto and other than a Registration Statement filed by the Company pursuant to Section 2.1 hereof) with the SEC to register an offering of Equity Securities or any other securities for its own account or for the account of any other Person (a “Piggyback Registration”), the Company shall each such time promptly (but in any event not less than twenty (20) days prior to the date on which the Company proposes to file such Registration Statement with the SEC) provide written notice thereof to each Holder of Registrable Securities (i) describing the terms and conditions of such Piggyback Registration, (ii) identifying the form of Registration Statement that the Company proposes to file in connection with such Piggyback Registration and (iii) offering to include in such Piggyback Registration all Registrable Securities held by each such Holder (a “Piggyback Notice”). The Company shall include in such Piggyback Registration all Registrable Securities for which the Company has received from the Holders thereof for inclusion therein written requests within thirty (30) days of the date on which such Piggyback Notice was given by the Company. Notwithstanding anything to the contrary contained herein, no Piggyback Registration shall be deemed to constitute a Demand Registration.

(b) Priority. If the managing underwriter or underwriters for a Piggyback Registration involving an underwritten offering in which Registrable Securities are proposed to be included pursuant to this Section 2.2 shall advise the Company that, in its opinion, the inclusion of the amount of Registrable Securities to be sold for the account of Holders would (i) create a substantial risk that the proceeds or price per share to be derived from such Piggyback Registration will be materially reduced or (ii) materially and adversely affect such Piggyback Registration in any other respect, then the number of securities to be included in such Piggyback Registration shall be allocated (1) first, to the Company, (2) second, to the Holders and, if applicable, the Prior Rights Holders on a pro rata basis, and (3) third, to any other Person on a pro rata basis.

(c) Withdrawal of Registrable Securities. If, as a result of the proration provisions of Section 2.2(b), any Holder shall not be entitled to include all of such Holder’s Registrable Securities in a Piggyback Registration that such Holder has requested be included, such Holder may elect to withdraw its Registrable Securities from such Piggyback Registration; provided, however, that such withdrawal

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election shall be irrevocable and, after making such withdrawal election, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal election was made.

(d) Right to Terminate Piggyback Registration. If at any time prior to the date on which the Registration Statement for a Piggyback Registration is declared effective by the SEC the Company shall determine for any reason to terminate such Piggyback Registration, the Company shall provide written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligations to register any Registrable Securities in connection with such Piggyback Registration, without prejudice, however, to the rights of Holders of Registrable Securities to request that such terminated Piggyback Registration be effected as a Demand Registration; provided, however, that the Company shall pay all Registration Expenses incurred by a Holder of Registrable Securities or otherwise in connection with such terminated Piggyback Registration.

2.3. Hold-Back Agreements. In connection with any underwritten offering made pursuant to a Demand Registration, the Company shall not, if requested in writing by the managing underwriter or underwriters for such underwritten offering, effect any public sale or distribution of Equity Securities for its own account during the period beginning on the 30th day prior to and ending on the 120th day after the effective date of any such underwritten offering.

2.4. Registration Procedures.

(a) Obligations of the Company. Whenever the Company is required by the provisions of this Agreement to cause Registrable Securities to be registered under the Securities Act, the Company shall:

(i) prepare and file with the SEC as soon as practicable an appropriate Registration Statement with respect to such Registrable Securities, use its best efforts to cause such Registration Statement to become effective under the Securities Act as soon as practicable, and to keep such Registration Statement continuously effective, supplemented, amended and current for the time period required by this Agreement, to the extent permitted under the Securities Act, or until the distribution contemplated in such Registration Statement is completed; provided, however, that as soon as reasonably practicable but in no event later than three (3) Business Days before filing such Registration Statement, any related Prospectus or any amendment or supplement thereto, other than any amendment or supplement made solely as a result of incorporation by reference of documents filed with the SEC subsequent to the filing of such Registration Statement, the Company shall furnish to the Holders of Registrable Securities covered by such Registration Statement, their counsel and the underwriters, if any, copies of all such documents proposed to be filed with the SEC, which Holders, counsel and underwriters shall be afforded a reasonable opportunity to review such documents and comment thereon;

(ii) prepare and file with the SEC such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period set forth in Sections 2.1 or 2.2 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplements, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement until such time as all Registrable Securities have been disposed of and in accordance with the intended method or methods of distribution set forth in such Registration Statement or supplement to such Prospectus;

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(iii) promptly notify the selling Holders of Registrable Securities and the managing underwriter, if any, and (if requested by any such Person) confirm such notice in writing, (1) when the Prospectus or any supplement or post-effective amendment thereto has been filed and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective, (2) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information, (3) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (5) upon discovery by the Company that, or upon the happening of any event as a result of which, a Registration Statement or any related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(iv) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws in any jurisdiction in the United States, at the earliest practicable moment;

(v) if requested by the managing underwriter or a Holder of Registrable Securities being sold in connection with an underwritten offering, promptly incorporate in a supplement or post-effective amendment to a Registration Statement or Prospectus such information as the managing underwriter and the Holders of a majority of the Registrable Securities being sold agree should be included therein relating to the sale of the Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such supplement or post-effective amendment as soon as notified of the matters to be incorporated in such supplement or post-effective amendment;

(vi) furnish to each selling Holder of Registrable Securities and each managing underwriter, if any, without charge, one signed copy of the Registration Statement or Registration Statements and any post-effective amendment thereto, including all financial statements and schedules thereto, all supplements, amendments and exhibits thereto, and all documents, information and other materials incorporated by reference therein, as promptly as practicable after the filing thereof with the SEC;

(vii) deliver to each selling Holder of Registrable Securities and each managing underwriter, if any, without charge, as many copies of each Prospectus (and each preliminary Prospectus) as such Persons may reasonably request (the Company hereby consenting to the use of each such Prospectus (or preliminary Prospectus)) by each of the selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus (or preliminary Prospectus) in accordance with applicable law and the disclosure set forth in such Prospectus);

(viii) use its best efforts to register or qualify Registrable Securities covered by a Registration Statement for offer and sale under the securities or blue sky laws of such jurisdictions as each selling Holder or underwriter may designate in writing, keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and do anything else reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

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(ix) cooperate with the selling Holders of Registrable Securities and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold and cause such Registrable Securities to be in such denominations and registered in such names as the managing underwriter may reasonably request at least three (3) Business Days prior to any sale of Registrable Securities to the underwriters;

(x) use its best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities;

(xi) if the Registration Statement or Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, prepare a supplement or post-effective amendment to such Registration Statement or Prospectus or any document incorporated by reference therein or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Registration Statement, Prospectus or document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(xii) use its best efforts to cause all Registrable Securities covered by the Registration Statement to be listed on the American Stock Exchange (if the Common Stock is then listed thereon) or any other securities exchange or automated quotation system on which any securities of the Company are then listed or traded;

(xiii) provide a CUSIP number for all Registrable Securities covered by the Registration Statement not later than the effective date of the Registration Statement;

(xiv) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter of such offering and perform all other actions as are customary in such an underwritten public offering, including participation of senior management of the Company in a “road show;”

(xv) enter into such agreements (including an underwriting agreement) and do anything else reasonably necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with applicable law and the disclosure set forth in the applicable Registration Statement, and in connection therewith, whether or not the registration is an underwritten registration:

(1) make such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings;

(2) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance)) shall be reasonably satisfactory to the managing underwriter, if any, and the Holders of a majority of the Registrable Securities being sold) addressed to each selling Holder and the underwriter, if any, covering the matters customarily covered in opinions delivered to underwriters in primary underwritten offerings and such other matters as may be reasonably requested by such Holders or underwriters;

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(3) obtain comfort letters and updates thereof from the Company’s independent public accountants addressed to the selling Holders of Registrable Securities registered thereunder and the underwriters, if any, such letters to be in customary form and covering matters of the type customarily covered in comfort letters by underwriters in connection with primary underwritten offerings; and

(4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority of the Registrable Securities being sold and the managing underwriter, if any, to evidence compliance with clause (1) above and with any customary conditions contained in the underwriting agreement or any other agreements entered into by the Company.

(xvi) following reasonable advance notice, make available for inspection by representatives of the Holders of a majority of the Registrable Securities being sold, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant retained by the selling Holders or any such underwriter, all relevant financial and other records and pertinent corporate documents and properties of the Company any such Holder shall deem necessary, and cause the Company’s officers, directors and employees to supply all relevant information, reasonably requested by any such selling Holder, underwriter, attorney or accountant in connection with the Registration as is customary for similar due diligence examinations during normal business hours at the offices where such information is normally kept; provided, however, that any records, information or documents that are designated by the Company in writing as confidential shall only be provided if such person executes a confidentiality agreement reasonably satisfactory to the Company; and

(xvii) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to the selling Holders earnings statements satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of any 12-month period (or 90 days, if such period is a fiscal year) (x) commencing at the end of any fiscal quarter in which Registrable Securities are sold to underwriters in an underwritten offering, or, if not sold to underwriters in such an offering, (y) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement, which statements shall cover said 12-month periods.

(b) Holders’ Obligation to Furnish Information. With respect to any Registration effected under Sections 2.1 or 2.2 hereof, each Holder of Registrable Securities shall furnish to the Company (i) a standard selling stockholder questionnaire setting forth information regarding Holder to determine compliance with all applicable securities laws, (ii) such information regarding the intended method or methods of distribution of such Registrable Securities as the Company may from time to time reasonably request, and (iii) such other information about the Holder and its Affiliates as is required to be set forth in the Registration Statement or Prospectus.

2.5. Registration Expenses. Except as provided in Section 2.1(d), the Company shall pay all expenses arising from or incident to its performance of, or compliance with, this Agreement, regardless of whether or not a Registration Statement shall become effective under the Securities Act (collectively, “Registration Expenses”). The term “Registration Expenses” shall include, without limitation:

(a) all registration, filing and listing fees (including, without limitation, fees with respect to filings or applications required to be made with the SEC, the National Association of Securities Dealers and/or the American Stock Exchange);

(b) all fees and expenses of compliance with federal, state and/or other securities laws (including, without limitation, fees and disbursements of one (1) firm of counsel for the Holders (as selected by the Holders of a majority of the number of outstanding Registrable Securities to be included in such

9

Registration) and for the managing underwriter or underwriters in connection with state or other securities laws qualifications and/or registrations of Registrable Securities relating solely to determinations of their eligibility for investment under the laws of such jurisdictions as the managing underwriter or underwriters or the Holders of a majority of the Registrable Securities being sold may designate);

(c) all printing, messenger, telephone and delivery expenses;

(d) all fees, disbursements and expenses of one (1) firm of counsel for the Company, counsel for the managing underwriter or underwriters and one (1) firm of counsel for the Holders of Registrable Securities;

(e) all fees, disbursements and expenses of all independent public accountants of the Company (including, without limitation, the expenses of any audit and/or “comfort” letters required by, or incident to the performance of the obligations of the Company contemplated by, this Agreement);

(f) all fees, disbursements and expenses of the managing underwriter or underwriters (excluding discounts and commissions); and

(g) all fees, disbursements and expenses of any other Person retained by the Company in connection with such Registration.

Notwithstanding the foregoing, the term “Registration Expenses” shall not include (i) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expenses of any annual audit, and the fees and expenses of any Person retained by the Company), all of which shall be borne by the Company, and (ii) any underwriter’s discounts or commissions, dealers’ selling commissions or transfer taxes, all of which shall be borne by the Holders of Registrable Securities.

2.6. Indemnification.

(a) Indemnification by Company. The Company shall indemnify and hold harmless each Indemnified Holder from and against all Losses arising out of, or based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, or incorporated by reference therein, under which Registrable Securities were registered under the Securities Act or incorporated by reference therein, including, without limitation, any preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, except to the extent that the untrue statement or omission resulted from information that a Holder furnished to the Company in writing expressly for use therein, and (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities laws in connection with the offering covered by such Registration Statement. Such indemnity shall remain in full force and effect, regardless of any investigation made by such Indemnified Holder, and shall survive any transfer of Registrable Securities by such Indemnified Holder. Such indemnity shall not be exclusive and shall be in addition to any liability which the Company may otherwise have.

(b) Indemnification by Holder of Registrable Securities. Each Holder of Registrable Securities shall indemnify and hold harmless the Company, its directors and officers and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act for all Losses arising out of, or based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, or incorporated by reference therein, under which Registrable Securities were registered under the Securities Act or incorporated by reference therein, including, without limitation, any

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preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, but only to the extent that such untrue statement or omission resulted from information that a Holder furnished to the Company in writing expressly for use therein. Notwithstanding the foregoing, no Holder shall have any liability from an amount that exceeds the net proceeds to be received by such Holder upon the sale of Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect, regardless of any investigation made by the Company, and shall survive any transfer of Registrable Securities by such Indemnified Holder.

(c) Indemnification Procedures. Promptly after receipt by a party seeking indemnification (the “Indemnified Party”) under this Section 2.6 of notice of the commencement of any action or proceeding (including any governmental investigation or inquiry), such Indemnified Party shall, if a claim in respect thereof is to be made against any indemnifying party pursuant to this Section 2.6 (the “Indemnifying Party”), deliver a written notice of the commencement thereof, and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the Indemnifying Party and the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such separate counsel shall be the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) the Indemnifying Party shall have failed to assume the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from, or additional to, those available to the Indemnifying Party. If the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party as permitted by the provisions of the preceding sentence, the Indemnifying Party shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one counsel at any time for the Indemnified Party in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances. No Indemnifying Party shall consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the claimant’s or plaintiff’s release of the Indemnified Party from all liability concerning the action or proceeding or which includes any non-monetary settlement.

(d) Contribution. If the indemnification provided for in this Section 2.6 is unavailable to an Indemnified Party under Sections 2.6(a) or 2.6(b) above (other than by reason of exceptions provided therein) in respect of any Losses referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The amount paid or payable by a party as a result of the Losses referred to above shall be deemed to include, subject to the limitations set forth in Section 2.6(c), any legal or other fees or expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or proceeding. The relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent,

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knowledge, access to information and opportunity to correct or prevent such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.6(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred in the immediately preceding paragraph. Notwithstanding anything contained herein to the contrary, no Holder of Registrable Securities shall be required to contribute any amount in excess of the amount by which the net proceeds of the offering (before deducting expenses, if any) received by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e) Other Indemnification. Indemnification similar to that specified in this Section 2.6 shall be given by the Company and each selling Holder of Registrable Securities with respect to any required registration under any federal or state law or regulation of any governmental authority, other than the Securities Act.

2.7. Rule 144. In order to make available to each Holder the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC that may at any time permit such Holder to sell Registrable Securities to the public without registration or pursuant to Form S-3, the Company shall, from and after the date hereof, (a) timely file such information, documents and reports required of the Company under the Securities Act and the Exchange Act and (b) furnish to each Holder upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 under the Securities Act and the Exchange Act or that it qualifies as a registrant whose securities may be registered under Form S-3 (or any successor form thereto), (ii) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (iii) such other reports, documents and/or information as such Holder may request in order to avail itself of any exemption under the Securities Act for the sale of Registrable Securities without registration thereunder.

2.8. Other Registration Rights Agreements. Except for any underwriting agreement between the Company and one or more managing underwriter or underwriters, the Company shall not on or after the date hereof enter into any agreement that conflicts with the terms and provisions hereof with any Person providing for the registration under the Securities Act of any Equity Securities held by such Person.

2.9. Adjustments Affecting Registrable Securities. The Company shall not effect or permit to occur any combination or subdivision of its securities that would adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in any Registration of its securities or the marketability of such Registrable Securities under any such Registration.

3. Information Rights. Unless such financial statements or reports have been filed with the SEC, whether or not required by the rules and regulations of the SEC, the Securities Act or the Exchange Act, the Company shall furnish to each Holder of Registrable Securities who is the beneficial owner of five percent (5%) or more of the then outstanding Common Stock (i) all quarterly and annual financial information that would be required to be contained in an Annual Report on Form 10-K or Quarterly Report on Form 10-Q if the Company were required to file such reports, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants, (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC,

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the Company shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request of Investor. In addition, the Company shall furnish to each Holder of Registrable Securities (i) the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act and (ii) such financial and other information concerning the Company and its subsidiaries as Investor may from time to time request.

4. Observer Rights. For so long as the number of Warrant Shares is equal to or in excess of ten percent (10%) of the then outstanding Common Stock, the Holders of a majority of the Warrant Shares shall be entitled to designate from time to time one (1) non-voting observer (the “Representative”) to be present at and attend all meetings and other functions of the Board of Directors. The Company shall provide the Representative with notice of all such meeting and functions, including the time and place of such meetings and functions, and copies of all notices, minutes, consents and other documents, materials or information, financial or otherwise, which the Company provides to its Board of Directors in connection therewith; provided, however, that (i) the Representative shall agree to hold in trust and confidence all such information so provided to him or her, and (ii) the Company shall be entitled to exclude such Representative from access to any information provided to, or meetings or other functions of, the Board of Directors if the Company determines in good faith that such exclusion is reasonably necessary to preserve attorney-client privileged matters. The Company shall reimburse the Representative for his or her out-of-pocket expenses incurred in attending meetings or other functions of the Board of Directors to the extent provided in, and in accordance with, the Company’s reimbursement policy in effect from time to time with respect to members of the Board of Directors who are not officers or employees of the Company or any of its subsidiaries.

5. AMEX Listing. From and after the date hereof, the Company shall use its commercially reasonable best efforts to maintain the listing of the Registrable Securities on the American Stock Exchange.

6. Voting. For so long as Investor shall be the record holder of all of the Initial Preferred Shares, Investor shall not vote, or cause to be voted, any Registrable Securities in favor of or against any proposal at any annual or special meeting of the shareholders of the Company; provided, however, that nothing contained in this Section 6 shall prohibit Investor from voting, or causing to be voted, all or any portion of the Initial Preferred Shares in favor of or against any proposal at any annual or special meeting of the shareholders of the Company.

7. Tax Return Preparation Expenses. For so long as Investor shall be the record holder of all or any portion of the Initial Preferred Shares, the Company shall reimburse Investor for all costs, fees and other expenses incurred by Investor in connection with the preparation of any federal and state tax returns of Investor.

8. Board of Directors. For so long as Investor shall be the record holder of at least forty percent (40%) of the Initial Preferred Shares, the Company shall, upon receipt of written notice from Investor, take all action necessary to cause the authorized number of members of the Board of Directors to be increased or decreased (as the case may be) to such number as Investor shall request in such written notice; provided, however, that the authorized number of members of the Board of Directors shall not be decreased to a number that is less than seven (7) (or such other minimum number of members of the Board of Directors required by the Articles of Incorporation, the Code of Regulations or applicable law); provided, further, that with respect to any increase in the authorized number of members of the Board of Directors, the holders of Series B Preferred Stock shall be entitled to fill that number of vacancies in the Board of Directors, if any, resulting therefrom necessary to comply with the provisions of Article Fourth paragraph (d)(5) of the Articles of Incorporation, and any remaining vacancies in the Board of Directors shall then be filled by the members of the Board of Directors in accordance with the provisions of the Code of Regulations.

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9. Miscellaneous.

9.1. Successors and Assigns. Except as otherwise expressly provided herein, the terms and conditions of this Agreement shall inure to the benefit of, and be binding on, the respective permitted successors and assigns of the parties (including transferees of any Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.2. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware, excluding the application of any conflicts of laws principles which would require the application of the laws of another state.

9.3. Execution. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for any purpose whatsoever.

9.4. Headings. The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9.5. Notices. All notices and other communications required or permitted hereunder shall be in writing. Notices shall be delivered personally, via recognized overnight courier (such as Federal Express, DHL or Airborne Express) or via certified or registered mail, and shall be effective upon receipt. Notices may be delivered via facsimile or e-mail, provided that by no later than two days thereafter such notice is confirmed in writing and sent via one of the methods described in the previous sentence. Notices shall be addressed as follows:

(a) if to Investor, to

CorrPro Investments, LLC

750 N. St. Paul Street

Suite 1200

Dallas, Texas 75201

Attention: James A. Johnson

Facsimile No.: (214) 871-8799

with a copy to

Haynes and Boone, LLP

901 Main Street, Suite 3100

Dallas, Texas 75202

Attention: Thomas H. Yang

Facsimile No.: (214) 200-0641

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(b) if to the Company, to

Corrpro Companies, Inc.

1090 Enterprise Drive

Medina, Ohio 44256

Attention: John D. Moran, Esq.

Facsimile No.: (330) 723-0244

with a copy to:

Hahn, Loeser & Parks, LLP

3300 BP Tower

200 Public Square

Cleveland, Ohio 44114

Attention: F. Ronald O’Keefe, Esq.

Facsimile No. (216) 241-2824

9.6. Assignment and Additional Parties. Each Holder of Registrable Securities shall be entitled to transfer or assign all or any portion of its rights under this Agreement, except the rights set forth in Sections 6 and 7 hereof, to any transferee or assignee of such Registrable Securities; provided, however, that such transferee or assignee shall have furnished to the Company, within ten (10) days after the date of such transfer or assignment, a confirming document substantially in the form attached hereto as Exhibit A. Upon execution of such confirming document, all the parties to this Agreement acknowledge and confirm that after the date of such confirming document (i) such transferee or assignee shall become a party to this Agreement and shall become a “Holder” for all purposes under this Agreement and (ii) any and all Registrable Securities that such transferee or assignee may hold at such time or acquire in the future shall have the rights and benefits as set forth in this Agreement.

9.7. Amendment of Registration Rights. Except as otherwise expressly provided herein, this Agreement and any provision of this Agreement may be amended or modified only with the written consent of the Company and the Investor and, if any Holder is adversely affected by such amendment, the Holders of a majority of the Registrable Securities then outstanding. Any amendment or modification effected in accordance with this Section 9.7 shall be binding upon the Company, Investor and each other party to this agreement. By acceptance of the benefits under this Agreement, the Holders of Registrable Securities hereby agree to be bound by the provisions hereunder.

9.8. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement.

9.9. Entire Agreement. Each party hereby acknowledges that no other party or any other person or entity has made any promises, warranties, understandings or representations whatsoever, express or implied, not contained in this Agreement, the other Transaction Documents, the LOI, the Letter Agreement or the Confidentiality Agreement, or any documents, certificates, instruments or other writing contemplated thereby and acknowledges that it has not executed this Agreement in reliance upon any such promises, representations, understandings or warranties not contained herein or therein and that this Agreement, the other Transaction Documents, the LOI, the Letter Agreement and the Confidentiality

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Agreement supersede all prior agreements and understandings between the parties with respect thereto. There are no promises, covenants or undertakings other than those expressly set forth or provided for in this Agreement, the other Transaction Documents, the LOI, the Letter Agreement and the Confidentiality Agreement.

9.10. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such nonbreaching or nondefaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.

9.11. Interpretation. As used in this Agreement, (i) the term “includes” and the word “including” and words of similar import shall be deemed to be followed by the words “without limitation”; (ii) “control” (including its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to (A) vote ten percent (10%) or more of the securities having ordinary voting power for the election of directors of a Person or (B) direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other interests, by contract or otherwise; (iii) definitions contained in this Agreement apply to singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms; (iv) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (v) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, subsection, paragraph, Schedule and Exhibit references are to the Articles, Sections, subsections, paragraphs, Schedules and Exhibits to this Agreement unless otherwise specified; (vi) the word “or” shall not be exclusive; and (vii) all references in this Agreement to particular forms of registration statements are intended to include all successor forms which are intended to replace, or to apply to similar transactions as, the forms herein referenced.

9.12. Other Remedies. In addition to those remedies specifically set forth herein, each party may proceed to protect and enforce its rights under this Agreement either by suit in equity and/or by action at law, including, but not limited to, an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement. No right or remedy conferred upon or reserved to any party under this Agreement is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to every other right and remedy given under this Agreement now and hereafter existing under applicable law.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CORRPRO INVESTMENTS, LLC
By:	Wingate Partners III, L.P., its authorized member
By:	Wingate Management Company III, L.P., its general partner
By:	Wingate Management Limited III, LLC, its general partner
By:	/s/ Jay I. Applebaum
	Jay I. Applebaum Principal
CORRPRO COMPANIES, INC.
By:	/s/ John D. Moran
	John D. Moran Senior Vice President, General Counsel and Secretary

Signature Page to Investor and Registration Rights Agreement

EXHIBIT A

CONFIRMING DOCUMENT – INVESTOR AND REGISTRATION RIGHTS AGREEMENT

The undersigned acknowledges and confirms that the undersigned agrees to be a party to and to be bound by, and hereby does become a party to and is bound by, that certain Investor and Registration Rights Agreement, dated as of March 30, 2004, by and between Corrpro Companies, Inc., an Ohio corporation, and CorrPro Investments, LLC, a Delaware limited liability company, as such agreement may be amended from time to time (as amended, the “Investor and Registration Rights Agreement”). The undersigned further acknowledges and confirms that after the date hereof the undersigned shall become a Holder (as defined in the Investor and Registration Rights Agreement) for all purposes under the Investor and Registration Rights Agreement and that any and all Registrable Securities (as defined in the Investor and Registration Rights Agreement) that the undersigned may hold at this time or acquire in the future shall be subject to all of the terms and conditions of the Investor and Registration Rights Agreement.

[signature of record holder]

[print full name of record holder]

[date]

EX-7.7

Exhibit 7.7

VOTING AGREEMENT

This VOTING AGREEMENT (this “Voting Agreement”) is made as of March 30, 2004, by and between CorrPro Investments, LLC, a Delaware limited liability company (the “Company”) and American Capital Strategies, Ltd., a Delaware corporation (“ACS”).

R E C I T A L S

WHEREAS, the Company has entered into that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of December 15, 2003, by and between the Company and Corrpro Companies, Inc., an Ohio corporation (“Corrpro”) pursuant to which the Company has agreed to purchase certain Securities (as defined in the Securities Purchase Agreement) of Corrpro; and

WHEREAS, an affiliate of ACS has entered into that certain Note and Equity Purchase Agreement (the “Note Purchase Agreement”) with Corrpro and certain of its subsidiaries dated as of the date hereof to purchase subordinated notes and warrants of Corrpro; and

WHEREAS, ACS is a member of the Company, and ACS and the Company have agreed that upon the closing of the transactions contemplated by the Securities Purchase Agreement and the Note Purchase Agreement and for so long as ACS is a member of the Company, the Company will vote its Corrpro equity securities in favor of any action reasonably requested by ACS to effect the election of an ACS designee as a member of the board of directors of Corrpro.

NOW, THEREFORE, in consideration of the recitals set forth above and the premises, covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

A G R E E M E N T

1. Voting. The Company hereby acknowledges and agrees that for so long as ACS is a member of the Company, the Company shall vote its Corrpro equity securities in favor of any action reasonably requested by ACS to effect the election of ACS’s designee as a member of the board of directors of Corrpro.

2. Execution. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for any purpose whatsoever.

3. Reasonable Efforts; Cooperation. The parties shall use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the provisions contained herein and to cooperate with each other in connection with the foregoing.

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4. Further Assurances. The parties agree to take such further actions and execute and deliver such other documents, certificates, agreements and other instruments as may be reasonably necessary or desirable in order to consummate or implement this Agreement.

5. Governing Law. This Agreement shall be governed by, construed, interpreted and applied in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws rules that would refer the matter to the laws of another jurisdiction.

6. Binding Effect. The provisions hereof shall inure to the benefit of, and be binding upon, the permitted assigns, successors, heirs, executors and administrators of the parties hereto. This Agreement may not be assigned without the written consent of all other parties.

7. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected thereby, and in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be legal, valid, and enforceable.

* * * * *

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This Agreement has been executed as of the date first written above.

CORRPRO INVESTMENTS, LLC
By:	Wingate Partners III, L.P., its authorized member
By:	Wingate Management Company III, L.P., its general partner
By:	Wingate Management Limited III, LLC, its general partner
By:	/s/ Jay I. Applebaum
	Jay I. Applebaum Principal
AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Jeffrey N. MacDowell
	Jeffrey N. MacDowell Vice President

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EX-7.8

Exhibit 7.8

ARTICLES OF INCORPORATION

OF

CORRPRO COMPANIES, INC.

AMENDED AND RESTATED

AS OF MARCH 30, 2004

FIRST: The name of the Corporation is CORRPRO COMPANIES, INC.

SECOND: The Corporation’s principal office is located in the City of Medina, County of Medina, State of Ohio.

THIRD: The purpose or purposes for which, or for any of which, it is formed are to enter into, promote or conduct any kind of business, contract or undertaking permitted to corporations for profit organized under the General Corporation Laws of the State of Ohio, to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, and, in connection therewith, to exercise all express and incidental powers normally permitted such corporations.

FOURTH: The maximum number of shares which the Corporation is authorized to have outstanding is forty-one million (41,000,000) shares, consisting of forty million (40,000,000) Common Shares, without par value, and one million (1,000,000) Serial Preferred shares, without par value, of which eight hundred thousand (800,000) shares shall be voting and two hundred thousand (200,000) shares shall be non-voting.

(a) Common Shares. The Common Shares shall be subject to the express terms of the Serial Preferred Shares and of any series thereof. Each Common Share shall be equal to every other Common Share and shall have the following powers, rights, qualifications and limitations:

(1) Each Common Share shall entitle the holder thereof to one vote.

(2) Whenever the full dividends upon any outstanding Serial Preferred Shares for all past dividend periods shall have been paid and the full dividends thereon for the then current respective dividend periods shall have been paid, or declared and a sum sufficient for the respective payments thereof set apart, the holders of the Common Shares shall be entitled to receive such dividends and distributions, payable in cash or otherwise, as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

(3) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after the payment or setting apart for payment to the holders of any outstanding Serial Preferred Shares of the full preferential amounts to which such holders are entitled as herein provided or referred to, all of the remaining assets of the Corporation shall belong to and be distributable in equal amounts per share to the holders of the Common Shares. For purposes of this paragraph 3, a consolidation or merger of the Corporation with any other corporation, or the sale, transfer or lease of all or substantially all its assets shall not constitute or be deemed a liquidation, dissolution or winding up of the Corporation.

(b) Serial Preferred Shares. The Serial Preferred shares may be issued, from time to time, in one or more series, with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors. All shares of any one series of Serial Preferred Shares shall be alike in every particular and, except as otherwise provided in the Articles, all series shall rank equally and be identical in all respects except insofar as they may vary with respect to the matters which the Board of Directors is hereby expressly authorized to determine in the resolution or resolutions providing for the issue of any series of the Serial Preferred Shares.

(1) The Board of Directors, in such resolution or resolutions (a copy of which shall be filed and recorded as required by law), is also expressly authorized to fix:

(i) the distinctive serial designations and the division of such shares into series and the number of shares of a particular series, which may be increased or decreased, but not below the number of shares thereof then outstanding, by a certificate made, signed, filed and recorded as required by law;

(ii) The annual dividend rate for the particular series, and the date or dates from which dividends on all shares of such series shall be cumulative, if dividends on shares of the particular series shall be cumulative;

(iii) The redemption price or prices, if any, for the particular series;

(iv) The right, if any, of the holders of a particular series to convert such stock into other classes of shares, and the terms and conditions of such conversions; and

(v) The obligation, if any, of the Corporation to purchase and retire and redeem shares of a particular series as a sinking fund or redemption or purchase account, the terms thereof and the redemption price or prices per share for such series redeemed pursuant to the sinking fund or redemption or purchase account.

(2) Except as expressly provided with respect to the Series B Preferred Stock as set forth in Article FOURTH paragraph (d), the holders of voting Serial Preferred Shares shall be entitled to one vote for each voting Serial Preferred Share upon all matters presented to the shareholders, and, except as otherwise provided by these Amended and Restated Articles of Incorporation or required by law, the holders of voting Serial Preferred Shares and the holders of Common Shares shall vote together as one class on all matters. Except as expressly provided with respect to Series B Preferred Stock as set forth in Article FOURTH paragraph (d), no adjustment of the voting rights of holders of voting Serial Preferred Shares shall be made in the event of an increase or decrease in the number of Common Shares authorized or issued or in the event of a stock split or combination of the Common Shares or in the event of a stock dividend on any class of stock payable solely in Common Shares. The holders of nonvoting Serial Preferred Shares shall have no voting rights unless otherwise provided by law or these Amended and Restated Articles of Incorporation.

(3) The affirmative vote of the holders of at least a majority of the Serial Preferred Shares at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of Serial Preferred Shares shall vote separately as a class, shall be necessary to adopt any amendment to the Articles of Incorporation (but so far as the holders of Serial Preferred Shares are concerned, such amendment may be adopted with such vote) which:

(i) changes issued shares of Serial Preferred Shares of all series then outstanding into a lesser number of shares of the Corporation of the same class and series or into the same or a different number of shares of the Corporation of any other class or series; or

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(ii) changes the express terms of the Serial Preferred Shares in any manner substantially prejudicial to the holders of all series thereof then outstanding; or

(iii) authorizes shares of any class, or any security convertible into shares of any class, ranking prior to the Serial Preferred Shares; or

(iv) changes in the express terms of issued shares of any class ranking prior to the Serial Preferred Shares in any manner substantially prejudicial to the holders of all series of Serial Preferred Shares then outstanding:

and the affirmative vote of the holders of at least a majority of each affected series of Serial Preferred Shares at the time outstanding, given in person or by proxy at a meeting called for the purpose at which the holders of each affected series of Serial Preferred Shares shall vote separately as a series, shall be necessary to adopt any amendment to the Articles of Incorporation (but so far as the holders of each such series of Series Preferred Shares are concerned, such amendment may be adopted with such vote) which:

(i) changes issued shares of Serial Preferred Shares of one or more but not all series then outstanding into a lesser number of shares of the Corporation of the same series or into the same or a different number of shares of the Corporation of any other class or series; or

(ii) changes the express terms of any series of the Serial Preferred Shares in any manner substantially prejudicial to the holders of one or more but not all series thereof then outstanding; or

(iii) changes the express terms of issued shares of any class ranking prior to the Serial Preferred Shares in any manner substantially prejudicial to the holders of one or more but not all series of Serial Preferred Shares then outstanding.

(4) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, before any distribution or payment shall have been made to the holders of the Common Shares, the holders of the Serial Preferred Shares of each series shall be entitled to be paid, or to have set apart in trust for payment, an amount from the net assets of the Corporation equal to that stated and expressed in the resolution or resolutions adopted by the Board of Directors which provide for the issue of such series, respectively. The remaining net assets of the Corporation shall be distributed solely among the holders of the Common Shares according to their respective shares.

(5) Whenever reference is made herein to shares “ranking prior to the Serial Preferred Shares,” such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Serial Preferred Shares; whenever reference is made to shares “on a parity with the Serial Preferred Shares,” such reference shall mean and include all Shares of the Corporation in respect of which the rights of the holders thereof (i) neither as to the payment of dividends nor as to distributions in the event of a voluntary or

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involuntary liquidation, dissolution or winding up of the Corporation are given preference over the rights of the holders of Serial Preferred Shares and (ii) either as to the payment of dividends or as to distributions in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation rank equally (except as to the amounts fixed therefor) with the rights of the holders of Serial Preferred Shares; and whenever reference is made to shares “ranking junior to the Serial Preferred Shares,” such reference shall mean and include all shares of the Corporation in respect of which the rights of the holders thereof both as to the payment of dividends and as to distribution in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation are junior and subordinate to the rights of the holders of the Serial Preferred Shares.

(c) Series A Junior Participating Preferred Shares:

(1) Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred Shares” (the “Series A Preferred Shares”) and the number of shares constituting the Series A Preferred Shares shall be 500,000.

(2) Dividends and Distributions.

(i) Subject to the rights of the holders of any shares of any class of preferred shares ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of Series A Preferred Shares, in preference to the holders of Common Shares, without par value (the “Common Shares”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for that purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a Series A Preferred Share, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in Common Shares or a subdivision of the outstanding shares of Common Shares (by reclassification or otherwise), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of Series A Preferred Shares. In the event that the Corporation shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding shares of Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(ii) The Corporation shall declare a dividend or distribution on the Series A Preferred Shares as provided in paragraph (i) of this Section immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in Common Shares); provided that, in the event that no dividend or distribution shall have been declared on the Common Shares during the period between the Quarterly Dividend

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Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the Series A Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(iii) Dividends shall begin to accrue and be cumulative on outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Series A Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

(3) Voting Rights. The holders of Series A Preferred Shares shall have the following voting rights:

(i) Each Series A Preferred Share shall entitle the holder thereof to one vote on all matters submitted to a vote of the shareholders of the Corporation. The holders of fractional Series A Preferred Shares shall not be entitled to any vote on any matter submitted to a vote of the shareholders of the Corporation.

(ii) Except as otherwise provided herein, in the Amended Articles of Incorporation of the Corporation, in any other Certificate of Amendment creating a series of Serial Preferred Shares or any similar stock, or by law, the holders of Series A Preferred Shares and the holders of Common Shares and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

(iii) Except as set forth herein, in the Amended Articles of Incorporation of the Corporation, or as otherwise provided by law, holders of Series A Preferred Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Shares as set forth herein) for taking any corporate action.

(4) Certain Restrictions.

(i) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on Series A Preferred Shares outstanding shall have been paid in full, the Corporation shall not:

(a) declare or pay dividends, or make any other distributions, on any shares of any class ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares;

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(b) declare or pay dividends, or make any other distributions, on any shares of any class ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, except dividends paid ratably on the Series A Preferred Shares and all such shares ranking on a parity with the Series A Preferred Shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(c) redeem or purchase or otherwise acquire for consideration shares of any class ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Shares; or

(d) redeem or purchase or otherwise acquire for consideration any Series A Preferred Shares, or any shares of any class ranking on a parity with the Series A Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(ii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of the Corporation unless the Corporation could, under paragraph (i) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

(5) Reacquired Shares. Any Series A Preferred Shares purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued Serial Preferred Shares and may be reissued as part of a new series of Serial Preferred Shares subject to the conditions and restrictions on issuance set forth herein, in the Amended Articles of Incorporation, or in any other Certificate of Amendment creating a series of Serial Preferred Shares or any similar class of shares or as otherwise required by law.

(6) Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of any class ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares, including the Common Shares, unless, prior thereto, the holders of Series A Preferred Shares shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of Series A Preferred Shares shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common Shares, or (2) to the

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holders of shares of any class ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, except distributions made ratably on the Series A Preferred Shares and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolutions or winding up. In the event that the Corporation shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the aggregate amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(7) Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the Common Shares are exchanged for or changed into other shares or securities, cash and/or other property, then in any such case each Series A Preferred Share shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of shares, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each Common Share is changed or exchanged. In the event that the Corporation shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of Series A Preferred Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

(8) No Redemption. The Series A Preferred Shares shall not be redeemable.

(9) Rank. The Series A Preferred Shares shall rank, with respect to the payment of dividends and the distribution of assets, on a parity with any other series of Serial Preferred Shares and shall rank junior to any series of any other class of preferred shares of the Corporation which by its terms is senior to the Serial Preferred Shares.

(10) Amendment. Subject to the provisions of Article FOURTH of the Amended Articles of Incorporation, the Amended Articles of Incorporation and the Code of Regulations of the Corporation shall not be amended, altered or repealed in any manner which would affect adversely the voting powers or any other rights or preferences of the holders of the Series A Preferred Shares so as to affect them adversely without the affirmative vote of the holders of at least a majority of the outstanding Series A Preferred Shares, voting together as a single class.

(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.

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(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 (i) the Common Shares and (ii) 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 (i) and (ii), 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.

(i) 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.

(ii) 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.

(iii) 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 (a) in cash or (b) 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 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 (a) 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 (b) 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 (a) round up such number of shares to the next highest

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whole number or, (b) 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 (d)(3) shall be entitled to all of the rights of the Series B Preferred Stock set forth under Article FOURTH paragraph (d) hereof.

(iv) 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.

(v) 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, (a) within forty-five (45) days of such Dividend Payment Dates occurring on June 30, September 30 and December 31 and (b) 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.

(vi) 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)(3)(iv) above have been, or are contemporaneously, declared and paid in full.

(4) Liquidation Preference.

(i) 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 payment in full of the aggregate Liquidation Preference and all dividends in

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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.

(ii) 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 (d)(4)(i), 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 (d)(4)(i).

(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:

(i) 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.

(ii) 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 (a) 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 (b) the number of shares of Series B Preferred Stock issued on the Initial Issue Date.

(iii) 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 (d)(5)(iv) 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.

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(iv) Preferred Stock Directors.

(a) 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 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.

(b) 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 (d)(5)(iv) 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.

(c) 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

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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.

(d) 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 (d)(5)(iv).

(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:

(i) 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;

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

(iii) 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 (a) on the Series B Preferred Stock pursuant to subparagraph (d)(3) hereof, (b) on any shares of Parity Stock or Senior Stock or (c) to the holders of Common Shares in the form of additional shares of Common Shares;

(iv) 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 (a) issuances after the Initial Issue Date of up to an aggregate of 4,542,654 Common Shares upon exercise of Rights or Options granted to directors, officers or employees of the Corporation pursuant to the Option Plans, (b) issuances of Common Shares upon exercise of the Existing Warrants, (c) issuances of Common Shares upon exercise of the Purchaser Warrants and (d) issuances of Common Shares upon exercise of the Lender Warrants; or

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(v) redeem or purchase any Capital Stock of the Corporation, except for (a) redemptions of Series B Preferred Stock pursuant to subparagraph (d)(7) hereof and (b) 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.

(i) 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.

(ii) 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 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.

(iii) Redemption Procedures.

(a) The process for effecting any redemption pursuant to this subparagraph (d)(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 (d)(7) shall be effected and (3) the date by which a holder may elect to join in the redemption pursuant to subparagraph (d)(7)(iii)(a)(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

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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 (d)(7).

(b) 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.

(c) 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.

(d) 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 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 (d)(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

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applicable Dividend Rate) on such shares through the date of the promissory note.

(e) In the case of any redemption pursuant to this subparagraph (d)(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 (d)(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 (d)(7).

(f) All shares of Series B Preferred Stock redeemed pursuant to this subparagraph (d)(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.

(i) 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 (a) fifty-one percent (51%) by (b) 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”).

(ii) 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 (a) the name and address of the Person to whom the Corporation proposes to issue or sell such Newly Issued Securities, (b) the price, number and other terms of such Newly Issued Securities, (c) such holder’s Proportionate Share of such Newly Issued Securities and (d) 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”).

(iii) 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 “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.

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(iv) 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 (d)(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.

(v) The term “Newly Issued Securities” shall not include (a) up to an aggregate of 4,542,654 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, (b) Common Shares issuable upon exercise of the Existing Warrants, (c) Common Shares issuable upon exercise of the Purchaser Warrants, (d) Common Shares issuable upon exercise of the Lender Warrants, (e) Common Shares issuable upon conversion of Convertible Securities outstanding as of the Initial Issue Date and (f) shares of Series B Preferred Stock issued pursuant to the terms of Article FOURTH paragraph (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 FOURTH paragraph (d) or the context otherwise requires, the following terms shall have the following meanings:

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

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“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 FOURTH subparagraph (d)(7)(iii)(a)(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 FOURTH paragraph (a) hereof.

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

(i) 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);

(ii) 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;

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

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

(iv) 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 FOURTH subparagraph (d)(7)(iii)(a)(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 FOURTH subparagraph (d)(3)(i) hereof.

“Dividend Period” shall have the meaning set forth in Article FOURTH subparagraph (d)(3)(i) 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 (i) the consolidated net income (or net loss) for such period of the Corporation and its subsidiaries, plus (ii) all amounts treated as interest expense, plus (iii) all depreciation, amortization and other similar non-cash charges to the extent included in the determination of such net income (or loss), plus (iv) 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 (v) any charges against income as the result of the accounting treatment of the Series B Preferred Stock, all in accordance with GAAP, plus (vi) 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

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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 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 4,542,654 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 FOURTH subparagraph (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 FOURTH subparagraph (d)(3)(iv) hereof.

“Newly Issued Securities” shall have the meaning set forth in Article FOURTH subparagraph (d)(8)(i) hereof.

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“Non-Participating Holder” shall have the meaning set forth in Article FOURTH subparagraph (d)(8)(iii) 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.

“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 FOURTH subparagraph (d)(8)(iii).

“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 FOURTH subparagraph (d)(8)(ii) hereof.

“Preemptive Notice” shall have the meaning set forth in Article FOURTH subparagraph (d)(8)(ii) hereof.

“Preferred Stock Director” shall have the meaning set forth in Article FOURTH subparagraph (d)(5)(v) hereof.

“Proportionate Share” shall have the meaning set forth in Article FOURTH subparagraph (d)(8)(i) 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 FOURTH subparagraph (d)(7)(iii)(a)(B) hereof.

“Redemption Date” shall have the meaning set forth in Article FOURTH subparagraph (d)(7)(iii)(a)(A) hereof.

“Redemption Notice” shall have the meaning set forth in Article FOURTH subparagraph (d)(7)(i) hereof.

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“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 FOURTH subparagraph (d)(7)(iii)(a)(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 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 FOURTH paragraph (b) hereof.

“Series B Preferred Stock” shall have the meaning set forth in Article FOURTH subparagraph (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).

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

(i) 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;

(ii) 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;

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

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

(v) 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;

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

(vii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (a) relief in respect of the Corporation, or of a substantial part of its property or assets, under federal or state bankruptcy, insolvency, receivership or similar law, (b) 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;

(viii) the Corporation shall (a) voluntarily commence any proceeding or file any petition seeking relief under any federal or state bankruptcy, insolvency, receivership or similar law, (b) 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 (vi) above, (c) 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, (d) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (e) make a general assignment for the benefit of its creditors, (f) 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

(ix) 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.

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“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.

FIFTH: The amount of stated capital with which the Corporation will begin business shall be less than $500.

SIXTH: To the extent permitted by law, the Corporation, by action of its Board of Directors, may purchase or otherwise acquire shares in the open market or at private or public sales of any class issued by it at such times, for such consideration and upon such terms and conditions as its Board of Directors may determine, and the Board of Directors is hereby empowered to authorize such purchase or acquisition without any vote of the holders of any class of shares now or hereafter authorized and outstanding at the time of any such purchase, subject, however, to such limitation or restriction, if any, as is contained in the express terms of any class of shares of the Corporation outstanding at the time of such purchase or acquisition.

SEVENTH: Except as otherwise provided in these Amended and Restated Articles of Incorporation, notwithstanding any provision in Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, now or hereafter in effect, requiring for any purpose the vote, consent, waiver or release of the holders of a designated proportion (but less than all) of the shares of the Corporation or of any particular class or classes of shares, as the case may be, the vote, consent, waiver or release of the holders of shares entitling them to exercise a majority of the voting power of the shares of the Corporation or of any class or classes of shares, as the case may be, shall be required and sufficient for any such purpose.

EIGHTH: Except with respect to the Series B Preferred Stock as set forth in Article FOURTH paragraph (d), the pre-emptive right to purchase additional shares or other securities of the Corporation is expressly denied to all shareholders of all classes.

NINTH: The right of shareholders to vote cumulatively in the election of Directors of the Corporation is expressly denied to all shareholders of all classes.

TENTH: Section 1701.831 of the Ohio Revised Code shall not apply to control share acquisitions of shares of the Corporation.

ELEVENTH: These Amended and Restated Articles of Incorporation shall take the place of and supersede the Corporation’s existing Amended and Restated Articles of Incorporation.

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Schedule A

Adjusted EBITDA

(Corrpro Companies, Inc. and Its Consolidated Subsidiaries)

	Twelve Months Ended September 30, 2003 (in thousands)
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

EX-7.9

Exhibit 7.9

AMERICAN CAPITAL STRATEGIES, LTD.

The business address for each of the directors and executive officers of American Capital Strategies, Ltd. is 2 Bethesda Metro Center, 14^th Floor, Bethesda, Maryland 20814. All directors and executive officers of American Capital Strategies, Ltd. are United States citizens.

Directors	Principal Occupation
Malon Wilkus	President, Chief Executive Officer and Chairman of the Board of Directors American Capital Strategies, Ltd.
Mary C. Baskin	Managing Director Ansley Consulting Group
Neil M. Hahl	General Business Consultant
Philip R. Harper	Chairman, Chief Executive Officer and President US Investigations Services, Inc.
Stan Lundine	Of Counsel, Sotir and Goldman and Executive Director, Chautauqua County Health Network
Kenneth D. Peterson, Jr.	Chief Executive Officer Columbia Ventures Corporation
Alvin N. Puryear	Professor Baruch College of the City University of New York
Executive Officers
John R. Erickson	Executive Vice President, Chief Financial Officer and Secretary American Capital Strategies, Ltd.
Ira J. Wagner	Executive Vice President and Chief Operating Officer American Capital Strategies, Ltd.
Roland H. Cline	Senior Vice President and Managing Director American Capital Strategies, Ltd.

Gordon J. O’Brien	Senior Vice President and Managing Director American Capital Strategies, Ltd.
Darin R. Winn	Senior Vice President and Managing Director American Capital Strategies, Ltd.