INFORMATION REQUIRED IN PROXY STATEMENT

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

CORRPRO COMPANIES, INC.

Payment of Filing Fee (Check the appropriate box):

July 29, 2004

Dear Corrpro Shareholders:

      We invite you to attend Corrpro’s annual shareholders’ meeting to be held on Thursday, August 26, 2004, at the Holiday Inn Select, 15471 Royalton Road, Strongsville, Ohio 44136, beginning at 10:00 a.m., eastern daylight saving time. All shareholders of record of Corrpro’s common shares, no par value (the “Common Shares”), and Series B Cumulative Redeemable Voting Preferred Stock, no par value (the “Series B Preferred Stock”), as of July 15, 2004 are entitled to vote at the meeting.

      The proposals to be acted upon at the meeting are the following:

      I hope you will carefully read the information regarding these proposals, which is included in the accompanying Proxy Statement, and vote your shares for each proposal. It is important that your shares be represented at the meeting. Accordingly, even if you plan to attend the meeting in person, please complete, sign, date and promptly return the enclosed proxy card in the postage-paid envelope provided. If you attend the meeting and wish to vote in person, you may withdraw your proxy and vote in person. Your vote is important and your prompt consideration is greatly appreciated.

Sincerely,

Notice of Annual Shareholders’ Meeting

To be held August 26, 2004

To the Shareholders of

      We will hold the annual shareholders’ meeting of Corrpro Companies, Inc. at the Holiday Inn Select, 15471 Royalton Road, Strongsville, Ohio 44136, on Thursday, August 26, 2004, at 10:00 a.m., eastern daylight saving time¹.

      The meeting’s purposes are:

      We are submitting the 2004 Plan for shareholder approval under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and the rules of the American Stock Exchange (the “AMEX”). Shareholder approval under the Code is necessary for us to deduct certain payments made under the 2004 Plan for federal income tax purposes. Section 162(m) of the Code imposes a $1 million limit on the deductibility of compensation paid to certain executive officers. However, if the 2004 Plan is approved by our shareholders, awards made under the 2004 Plan will not count towards this $1 million limitation. The AMEX rules generally require shareholder approval with respect to the establishment of a stock option plan pursuant to which options or stock may be acquired by officers, directors, employees, or consultants. We are also submitting the 2004 Plan for shareholder approval so that we can grant stock options under the 2004 Plan that qualify as incentive stock options under the Code. Finally, by approving the 2004 Plan, you will also approve previous grants of stock options to our directors, executive officers and employees under the 2004 Plan and automatic grants of stock options to our non-employee directors in the future.

      The Board of Directors has fixed the close of business on July 15, 2004 (the “Record Date”) as the record date for the determination of shareholders entitled to notice of, and to vote at, the annual shareholders’ meeting or any adjournment(s) or postponement(s) thereof. Only shareholders of record of our common shares, no par value (the “Common Shares”), and shares of our Series B Cumulative Redeemable Voting Preferred Stock, no par value (the “Series B Preferred Stock”), at the close of business on the Record Date are entitled to receive notice of, and to vote at, the meeting or any adjournment(s) or postponement(s) thereof. A complete list of the shareholders entitled to vote at the meeting will be available for examination at the meeting by any shareholder for any proper purpose related to the meeting.

      We have enclosed our fiscal 2004 annual report, which includes our financial statements, and our proxy statement with this notice of annual meeting. All shareholders are cordially invited to attend the meeting in person. Whether or not you expect to be present, you are requested to vote by completing, signing, dating and promptly returning the enclosed proxy. We have enclosed a postage prepaid return envelope. You may also choose to vote by Internet or telephone if your proxy card includes instructions on Internet or telephone voting. Your proxy is being solicited on behalf of Corrpro’s Board of Directors.

July 29, 2004

Please Vote — Your Vote is Important

CORRPRO COMPANIES, INC.

PROXY STATEMENT

General Information

Annual Shareholders’ Meeting

       This Proxy Statement is being provided to you in connection with the solicitation of proxies to be voted at Corrpro Companies, Inc.’s annual shareholders’ meeting (the “Annual Meeting”)¹. The Annual Meeting will be held at 10:00 a.m., eastern daylight saving time, on August 26, 2004 at the Holiday Inn Select, 15471 Royalton Road, Strongsville, Ohio 44136.

Record Date and Voting

       Shareholders of record as of the close of business on July 15, 2004 (the “Record Date”) are entitled to vote at the meeting. On the Record Date, 8,450,442 shares of Common Shares were issued and outstanding and 13,000 shares of the Series B Preferred Stock were issued and outstanding. Each share of Common Shares is entitled to one vote. Each share of Series B Preferred Stock is entitled to vote together with the holders of Common Shares as a single class. All of the outstanding shares of Series B Preferred Stock in the aggregate have the right to vote fifty-one percent (51%) of the voting power of the Common Shares of Corrpro. The holders of a majority of the voting power of the outstanding shares of Common Shares and Series B Preferred Stock, present in person or by proxy, will constitute a quorum at the Annual Meeting.

Agenda

       The purposes of the meeting are:

      We are submitting the 2004 Plan for shareholder approval under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and the rules of the American Stock Exchange (“AMEX”). Shareholder approval under the Code is necessary for us to deduct certain payments made under the 2004 Plan for federal income tax purposes. Section 162(m) of the Code imposes a $1 million limit on the deductibility of compensation

Proxies

       We will follow your voting instructions on the proxy card that you return. If no instructions are given, we will vote signed proxies FOR the Board’s nominees and to approve the 2004 Plan. The proxy holders will use their discretion on other matters. If a nominee is unable to serve or for good cause will not serve as a director, the proxy holders will vote for a person whom they believe will carry on our present policies.

Proxies Solicited By

       Corrpro is soliciting this proxy on behalf of the Corrpro Board of Directors. In addition to the use of the mails, Corrpro’s officers, directors and Corrpro’s other regular employees, without additional compensation, may solicit proxies by telephone, facsimile, email or other lawful means. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of Common Shares and Corrpro will reimburse them for reasonable out-of-pocket expenses incurred in connection therewith. All expenses incurred in connection with this solicitation will be borne by Corrpro.

First Mailing Date

       This proxy statement is being first mailed to shareholders on or about July 30, 2004.

Revoking Your Proxy

       You may revoke your proxy before it is voted at the meeting. To revoke your proxy, follow the procedures listed under “Voting Procedures/ Revoking Your Proxy” at the end of this proxy statement.

Dissenters Rights of Appraisal

       Holders of Common Shares do not have dissenters rights of appraisal in connection with any of the proposals set forth herein.

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Fiscal Year

       Our fiscal year is the 12-month period beginning April 1 and ending March 31. Unless otherwise noted, we are presenting information for our fiscal year that ended March 31, 2004. Fiscal 2004 means our most recently completed fiscal year, which ended March 31, 2004. Fiscal 2005 means our current fiscal year, which will end March 31, 2005.

Change in Control of Company During Fiscal 2004

       On March 30, 2004, Corrpro completed a refinancing and recapitalization pursuant to which CorrPro Investments, LLC (“CPI”), an affiliate of Wingate Partners III, L.P. (“Wingate”), purchased 13,000 shares of Series B Preferred Stock and a warrant with a nominal exercise price to acquire 12,113,744 shares of Common Shares for an aggregate cash consideration of $13.0 million.

      As of March 30, 2004, CPI beneficially owned approximately 58.9% of our Common Shares, assuming the exercise of its warrant, and 100% of the Series B Preferred Stock. The Series B Preferred Stock has the right to vote fifty-one percent (51%) of the voting power of the Common Shares of Corrpro and to elect a majority of Corrpro’s Board of Directors. The issuance of the Series B Preferred Stock, therefore, caused CPI to acquire control of Corrpro on March 30, 2004.

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Table of Contents

Proposal One: Election of Directors

Board Structure

       The number of directors on the Board is set at nine. The nine members currently serving as directors are James A. Johnson; Jay I. Applebaum; Jason H. Reed; C. Richard Lynham; Harry W. Millis; Neal R. Restivo; Joseph W. Rog; Dr. Warren F. Rogers and Joseph P. Lahey. The current term of office of each director expires at this 2004 Annual Meeting. Messrs. Lynham, Millis, Restivo and Rog, and Dr. Rogers are not standing for re-election as directors.

      The Code of Regulations states that, except as otherwise provided in the Articles of Incorporation (the “Articles”), the directors shall be elected at the annual meeting of shareholders. The Articles state that for so long as there remains outstanding 5,200 shares of Series B Preferred Stock, the holders of the Series B Preferred Stock, voting separately as a class, shall have the exclusive right to elect a majority of the full Board of Directors (the “Preferred Stock Directors”). Because 13,000 shares of Series B Preferred Stock are currently outstanding, CorrPro Investments, LLC (“CPI”), as the holder of all issued and outstanding shares of Series B Preferred Stock, has the right to elect five (5) of the nine (9) members of the Board of Directors. CPI has informed Corrpro that it intends to elect Messrs. Johnson, Applebaum and Reed, and Mr. Emilio T. Peña to serve as Preferred Stock

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      In connection with the March 30, 2004 refinancing and recapitalization transaction, American Capital Strategies, Ltd. (“ACAS”) and CPI entered into a voting agreement pursuant to which CPI agreed that CPI would vote its Corrpro equity securities in favor of any action reasonably requested by ACAS to effect the election of ACAS’s designee to the Board. ACAS has notified Corrpro and CPI of its designation of Jeffrey N. MacDowell to serve as a member of the Board.

      In addition, the terms of the employment agreement between Corrpro and Joseph P. Lahey provide for Mr. Lahey to be nominated as a director of Corrpro for so long as he serves as Corrpro’s Chief Executive Officer.

Board Nominees For Terms Expiring at the 2005 Annual Meeting

       Four (4) directors, constituting the director positions not designated as Preferred Stock Directors, are to be elected at the Annual Meeting. The Board has nominated and urges you to vote FOR Mr. Seelbach, Mr. Springel, Mr. Lahey and Mr. MacDowell as directors for a one-year term expiring at the 2005 annual shareholders’ meeting and until their respective successors are elected and qualified. Mr. Lahey is currently a director of Corrpro. In the event any nominee shall be unable to serve as a director, the shares represented by the proxy will be voted for the person, if any, who is designated by the Board to replace that nominee. All nominees have consented to be named and have indicated their intent to serve if elected. The Board has no reason to believe that any of the nominees will be unable to serve or that any vacancy on the Board will occur except for the vacant Preferred Stock Director seat discussed above.

Joseph P. Lahey

      Mr. Lahey has been a director and Corrpro’s President and Chief Executive Officer since May 2004. Prior to joining Corrpro, Mr. Lahey served as Chairman, President and Chief Executive Officer of Pluris Capital Advisors, Inc., a private investment firm, from 2002 to April 2004. From 1996 until 2002, Mr. Lahey was President and Chief Executive Officer of Furmanite Worldwide, Inc., a specialty technical services firm delivering a broad portfolio of engineering solutions to the energy and power supply chain markets for the maintenance of offshore and land-based drilling operations, pipelines, refineries and power generation facilities. Mr. Lahey previously held senior executive positions with leading firms that serve other major markets in which Corrpro is active, including six years experience as President and Chief Executive Officer of Barnard and Burk Group, Inc., a supplier of fabrication, engineering construction and maintenance services to the process industry. Mr. Lahey received his Bachelor of Science in Mechanical Engineering and M.B.A. from the University of Pittsburgh. Age 57.

Jeffrey N. MacDowell

      Mr. MacDowell has been a Principal with American Capital Strategies, Ltd., a publicly-traded buyout and mezzanine fund with capital resources exceeding $3 billion, since April 2001. From July 1998 to April 2001, Mr. MacDowell was Vice President — Finance

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William R. Seelbach

      Mr. Seelbach is currently the President and Chief Executive Officer of the Ohio Aerospace Institute (“OAI”), a non-profit organization whose mission is to assist Ohio’s aerospace industry through collaborative research, education and training. Prior to joining OAI in 2003, Mr. Seelbach was the President of Brush Engineered Materials, Inc. (“BEM”), a $500 million New York Stock Exchange (“NYSE”) company focused on high performance engineered materials. At BEM, Mr. Seelbach had direct responsibility for its beryllium and beryllium alloy businesses, including BEM’s mining and refinery operations, its copper beryllium alloy businesses and all of BEM’s international operations. Mr. Seelbach held senior executive positions within BEM since 1998. From 1986 to 1998, Mr. Seelbach was the Chairman and Chief Executive Officer of Inverness Partners, a limited liability company whose purpose was to acquire Midwestern manufacturing companies. Mr. Seelbach is a member of the Board of Directors of OMNOVA Solutions, Inc., a $750 million NYSE company that is a major innovator of decorative and functional surfaces, emulsion polymers and specialty chemicals. Mr. Seelbach is also a director of several privately held manufacturing companies. He holds an M.B.A. from the Stanford Graduate School of Business and a Bachelor of Science degree in Electrical Engineering and Operations Research from Yale University. Age 56.

Stanford Springel

      Mr. Springel is a Managing Director at Alvarez & Marsal Holdings, LLC, a global professional services firm that specializes in leading troubled companies through the turnaround, restructuring, and bankruptcy processes. Prior to joining Alvarez & Marsal in January 2003, Mr. Springel provided similar services as an independent contractor to companies experiencing financial difficulties. In the past five years, Mr. Springel has worked with a variety of companies and industries, generally in the role of Chief Executive Officer or Chief Restructuring Officer, including SLI Holdings International LLC, a manufacturer and supplier of lighting systems; Cannondale Corporation, a leading manufacturer of high-end bicycles; U.S. Aggregates, Inc., an integrated construction materials business with aggregate, asphalt and ready-mixed concrete operations; and Omega Environmental, Inc., a provider of construction, maintenance, and environmental services to gasoline stations. Mr. Springel is a member of the board of directors of two privately held companies, SLI Holdings International LLC and Pinebrook Capital. Mr. Springel received his Bachelor of Arts degree from Dickinson College. Age 57.

The Board Recommends that you vote “FOR” each of these nominees.

Preferred Stock Directors

       The biographies of the three (3) members of the Board currently serving as, and to be elected by CPI to continue as, Preferred Stock Directors for terms expiring at the 2005

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Jay I. Applebaum

      Mr. Applebaum has been a director of Corrpro since March 2004. Mr. Applebaum is a Principal of various Wingate entities, including the indirect general partner of each of Wingate Partners II, L.P. and Wingate Partners III, L.P. Mr. Applebaum joined Wingate in 1989. Prior to joining Wingate, Mr. Applebaum participated in the formation of Plexus Financial Services, Inc., a holding company for various printing and service related businesses. Prior to joining Plexus Financial Services, Mr. Applebaum was employed by Salomon Brothers Inc where he served with the firm’s Merger and Acquisition Group in New York. Mr. Applebaum has previously served as a director of other privately held Wingate portfolio companies. Mr. Applebaum received his B.B.A. from the University of Texas at Austin. Age 42.

James A. Johnson

      Mr. Johnson has been Chairman of Corrpro’s Board of Directors since March 2004. Mr. Johnson is a Principal of various Wingate entities, including the indirect general partner of each of Wingate Partners II, L.P. and Wingate Partners III, L.P. Mr. Johnson joined Wingate in 1990. From 1980 to 1990, Mr. Johnson was a Principal with Booz-Allen & Hamilton, an international management consulting firm. Mr. Johnson has served as a director of United Stationers Inc., a publicly held wholesale distributor of office products, and Kevco, Inc., a publicly held distributor of building products to the manufactured housing industry, which filed a bankruptcy petition under Chapter 11 of the United States Bankruptcy Code on February 2, 2001. Mr. Johnson currently serves as a director of several other privately held Wingate portfolio companies. Mr. Johnson received his B.S. in Industrial Engineering from Stanford University and his M.B.A. from the Stanford Graduate School of Business. Age 50.

Emilio T. Peña

      Mr. Peña currently serves as President and Chief Executive Officer of both Illumina Energy Group LP (“Illumina”) and Emil T. Peña Interests, Inc. (“EPII”). Illumina is an energy services technology and power marketing company focused on providing energy consulting, aggregation and management, as well as information management and power generation development to the rapidly expanding and changing United States and Mexico markets. EPII is a government affairs company representing clients at the federal, state and local levels as well as in Mexico and Latin America. Mr. Peña previously served in the U.S. Department of Energy from March 2000 to January 2001 as the Deputy Assistant Secretary for the Office of Natural Gas and Petroleum Technology, Office of Fossil Energy. In this position, he was responsible for administering oil and gas programs, including research and development, planning and environmental analysis, and import and export activities. From 1985 to 2000, Mr. Peña headed EPII. Mr. Peña was the Assistant Director, Public Affairs Field Operations at Atlantic Richfield Company from 1981 to 1985. Mr. Peña also served in various public affairs positions at the Miller Brewing Company and LoVaca Gathering Company. Mr. Peña’s professional affiliations and civic activities include U.S., Mexico Chamber of Commerce board, NARUC/DOE Energy Market Access Partnership board, Texas Mid-Continent Oil and Gas Association, and Latin American Management Association board.

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Jason H. Reed

      Mr. Reed has been a director of Corrpro since March 2004. Mr. Reed is a Principal of various Wingate entities, including the indirect general partner of each of Wingate Partners II, L.P. and Wingate Partners III, L.P. Mr. Reed joined Wingate in 1998. Prior to joining Wingate, Mr. Reed was a Case Leader at Boston Consulting Group, an international management consulting firm. Over the course of his six-year career in consulting, Mr. Reed worked on numerous projects in the area of corporate strategy and operational improvement. Mr. Reed serves as a director for two privately held Wingate portfolio companies. Mr. Reed received his B.S. in Economics and Finance from Oklahoma State University, his M.S. in Finance from the London School of Economics, and his M.B.A. from the Harvard Business School. Age 36.

Directors with Terms Expiring at the 2004 Annual Meeting

       The following directors have terms that will expire at the Annual Meeting and will not be standing for re-election:

C. Richard Lynham

      Mr. Lynham has been a director of Corrpro since June 1992. Since 1992, Mr. Lynham has been the owner and Chief Executive Officer of Harbor Castings, Inc., an investment-casting foundry holding company. From 1984 to 1992, he was Group Vice President, Industrial Ceramics, for Ferro Corporation, a Fortune 500 manufacturer of specialty industrial products. Mr. Lynham is a director of Western Reserve Bancorp, Inc., a bank holding company. He received his Bachelor of Mechanical Engineering from Cornell University and his M.B.A. from Harvard University. Age 62.

Harry W. Millis, CFA

      Mr. Millis has been a director of Corrpro since February 2002. In May of this year, Mr. Millis joined Clear Perspective Group, an investor relations consulting firm, as a Managing Director and Senior Research Officer. Mr. Millis was previously a Managing Director of SM Berger & Company, Inc., an investor relations consulting firm, from January 1999 until October 2003 when he chose to retire. From April 1991 to January 1999, he was Managing Director for Fundamental Research, Inc., an investment research corporation. Mr. Millis began his financial career at National City Bank, was a general partner in the brokerage firm of Prescott, Ball & Turben, where he also served as Partner in Charge of Institutional Research, and then joined McDonald & Co. as a general partner in 1979. Age 67.

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Warren F. Rogers

      Dr. Rogers has been a director of Corrpro since July 1996. Dr. Rogers has been President of Warren Rogers Associates, Inc., a Newport, Rhode Island firm which provides underground storage tank management and consulting services, including mathematical and statistical modeling, since 1979. Dr. Rogers also served as a Vice President of the Center for Naval Analysis in Alexandria, Virginia from 1982 to 1989. He earned a Ph.D. in statistics from Stanford University and has an M.S. in Operations Research from the U.S. Naval Post-Graduate School. Age 74.

Neal R. Restivo

      Mr. Restivo has been a director since January 2001. Mr. Restivo served as Vice President of Operations and Finance and Chief Financial Officer of Weatherchem Corporation, a provider of dispensing and packaging products, from October 2001 to June 2004. From February 2001 until September 2001, Mr. Restivo was Vice President, Chief Financial Officer, Secretary and Treasurer at Grand Eagle, Inc., a motor, transformer and power system repair services company. From October 1995 to January 2001, Mr. Restivo was employed as Corrpro’s Chief Financial Officer, Secretary and Treasurer. He was also elected Senior Vice President in October 1995 and became an Executive Vice President of Corrpro in March 1998. Mr. Restivo graduated from Miami University, Ohio with the degree of Bachelor of Science, Accountancy. He is currently serving as a consultant. Age 44.

Joseph W. Rog

      Mr. Rog has been a director since our formation in 1984. Mr. Rog was Corrpro’s Chief Executive Officer from 1984 until May 2004, Chairman of the Board from June 1993 to March 2004 and President from June 1995 until May 2004. Mr. Rog also was Corrpro’s President between January 1984 and June 1993. Mr. Rog has over 40 years of industry experience in various technical and management capacities, and particularly in corrosion analysis and the design and implementation of corrosion control systems. He graduated from Kent State University with a Bachelor of Science degree in Geology, and also has completed the Graduate School of Business course at Stanford University. Age 64.

Proposal Two:

       Upon recommendation of the Compensation Committee of the Board of Directors of Corrpro, the Board of Directors of Corrpro has adopted, subject to shareholder approval, the 2004 Plan. It is the judgment of the Board of Directors of Corrpro that the 2004 Plan is in the best interest of Corrpro and its shareholders. The Board is recommending that you ratify and adopt the 2004 Plan.

      The principal provisions of the 2004 Plan are summarized below. The summary, however, is not complete and is qualified in its entirety by the terms of the 2004 Plan. A copy of the 2004 Plan is attached as Appendix A to this Proxy Statement and incorporated herein by reference.

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Description of the 2004 Plan

      The 2004 Plan is intended to enable Corrpro to remain competitive and innovative in its ability to attract, motivate, reward and retain the services of key employees, key consultants, and non-employee directors. The 2004 Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards which may be paid in cash or stock. The 2004 Plan is expected to provide flexibility to Corrpro’s compensation methods in order to adapt the compensation of key employees to a changing business environment, after giving due consideration to competitive conditions and the impact of federal tax laws.

      The 2004 Plan became effective on June 10, 2004, subject to and conditioned upon shareholder approval of the 2004 Plan, and will terminate on June 10, 2014. No award may be made under the 2004 Plan after its expiration date, but awards made prior thereto may extend beyond that date.

      Subject to certain adjustments, the number of Common Shares that may be issued pursuant to awards under the 2004 Plan is 4,542,654 shares, which shall be reduced by the Compensation Committee from time to time, to the extent necessary, by the total number of Common Shares issued after March 30, 2004, or then currently issuable, upon the exercise of options or rights granted to directors, officers, employees, or consultants of Corrpro under any other existing or future option plans of Corrpro. Shares are counted only to the extent they are actually issued. If shares are issued and reacquired by Corrpro, such shares are available for reissuance under the 2004 Plan. Shares tendered in payment of the purchase price of an award or to satisfy tax withholding obligations or shares covered by an award that is settled in cash, are available for regranting under the 2004 Plan.

      A maximum of 500,000 shares may be granted in any one year in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards or other stock based awards to any one participant.

      The 2004 Plan will be administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Currently, the Compensation Committee is comprised of three independent Directors. The Compensation Committee may delegate its duties to a subcommittee or to one or more officers of Corrpro as provided in the 2004 Plan. The Compensation Committee will determine the persons to whom awards are to be made, determine the type, size and terms of awards, interpret the 2004 Plan, establish and revise rules and regulations relating to the 2004 Plan and make any other determinations that it believes necessary for the administration of the 2004 Plan.

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      Employees of Corrpro or its affiliates who are directors, officers or who are in managerial or other key positions, consultants who provide key consulting services to Corrpro, and non-employee directors are eligible to participate in the 2004 Plan. As of March 31, 2004, Corrpro had 869 employees, nine (9) directors, and fewer than ten (10) consultants who would be eligible under the 2004 Plan.

      The Compensation Committee may grant either incentive stock options qualifying under Section 422 of the Code, or non-qualified stock options. Recipients of stock options may pay the option exercise price in (i) cash, check, bank draft or money order payable to the order of Corrpro, (ii) by delivering to Corrpro Common Shares already owned by the participant having a fair market value equal to the aggregate option exercise price and that the participant has not acquired from Corrpro within six months prior to the exercise date, (iii) by delivering to Corrpro or its designated agent an executed irrevocable option exercise form together with irrevocable instructions from the participant to a broker or dealer, reasonably acceptable to Corrpro, to sell certain of the Common Shares purchased upon the exercise of the option or to pledge such shares to the broker as collateral for a loan from the broker and to deliver to Corrpro the amount of sale or loan proceeds necessary to pay the purchase price, and (iv) by any other form of valid consideration that is acceptable to the Compensation Committee in its sole discretion.

      Stock options will be exercisable as set forth in the option agreements pursuant to which they are issued, but in no event will stock options be exercisable after the expiration of ten (10) years from the date of grant. Options are not transferable other than by will or the laws of descent and distribution, except that the Compensation Committee may permit further transferability of a non-qualified stock option and, unless otherwise provided in the option agreement, a non-qualified stock option may be transferred to: one or more members of the immediate family of the participant; a trust for the benefit of one or more members of the immediate family of the participant; a partnership, the sole partners of which are the participant, members of the immediate family of the participant, and one or more family trusts; or a foundation in which the participant controls the management of the assets.

      Stock appreciation rights (“SARs”) may, but need not, relate to options. A SAR is the right to receive an amount equal to the excess of the fair market value of a Common Share on the date of exercise over the fair market value of a Common Share on the date of grant. A SAR granted in tandem with a stock option will require the holder, upon exercise, to surrender the related stock option with respect to the number of shares as to which the SAR is exercised. The Compensation Committee will determine the terms of each SAR at the time of the grant. Any SAR may not be granted at less than the fair market value of a Common Share on the date the SAR is granted and cannot have a term of longer than ten (10) years. Distributions to the recipient may be made in Common Shares, in cash or in a combination of both as determined by the Compensation Committee.

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      Restricted stock consists of shares that are transferred or sold by Corrpro to a participant, but are subject to substantial risk of forfeiture and to restrictions on their sale or other transfer by the participant. Restricted stock units are the right to receive Common Shares at a future date in accordance with the terms of such grant upon the attainment of certain conditions specified by the Compensation Committee, which include substantial risk of forfeiture and restrictions on their sale or other transfer by the participant. The Compensation Committee determines the eligible participants to whom, and the time or times at which, grants of restricted stock or restricted stock units will be made, the number of shares or units to be granted, the price to be paid, if any, the time or times within which the shares covered by such grants will be subject to forfeiture, the time or times at which the restrictions will terminate, and all other terms and conditions of the grants. Subject to minimum vesting periods discussed below, restrictions or conditions could include, but are not limited to, the attainment of performance goals (as described below), continuous service with Corrpro, the passage of time or other restrictions or conditions.

      The Compensation Committee may grant performance awards payable in cash or Common Shares at the end of a specified performance period. Payment will be contingent upon achieving pre-established performance goals (as discussed below) by the end of the performance period. Subject to minimum vesting periods discussed below, the Compensation Committee will determine the length of the performance period, the maximum payment value of an award, and the minimum performance goals required before payment will be made. Subject to Compensation Committee discretion, a performance award will terminate for all purposes if the participant is not continuously employed by Corrpro at all times during the applicable performance period.

      The Compensation Committee may grant other forms of awards payable in cash or Common Shares if the Compensation Committee determines that such other form of award is consistent with the purpose and restrictions of the 2004 Plan. The terms and conditions of such other form of award shall be specified by the grant, subject to minimum vesting periods discussed below. Such other awards may be granted for no cash consideration, for such minimum consideration as may be required by applicable law, or for such other consideration as may be specified by the grant.

      The Compensation Committee may grant a dividend equivalent right either as a component of another award or as a separate award. The terms and conditions of the dividend equivalent right shall be specified by the grant. Dividend equivalents credited to the holder of a dividend equivalent right may be paid currently or may be deemed to be reinvested in additional Common Shares. Any such reinvestment shall be at the fair market value at the time thereof. Dividend equivalent rights may be settled in cash or Common Shares.

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      Awards of restricted stock, restricted stock units, performance awards and other awards (whether relating to cash or Common Shares) under the 2004 Plan may be made subject to the attainment of performance goals within the meaning of Section 162(m) of the Code relating to one or more of the following business criteria: cash flow; cost; ratio of debt to debt plus equity; profit before tax; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating earnings; economic value added; ratio of operating earnings to capital spending; free cash flow; net profit; net sales; sales growth; price of the Common Shares; return on net assets, equity or shareholders’ equity; market share; or total return to shareholders (“Performance Criteria”). Any Performance Criteria may be used to measure the performance of Corrpro as a whole or any business unit of Corrpro and may be measured in absolute terms, relative to a peer group or index. Any Performance Criteria may include or exclude (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition, as identified in Corrpro’s quarterly and annual earnings releases. In all other respects, Performance Criteria shall be calculated in accordance with Corrpro’s financial statements, under generally accepted accounting principles, or under a methodology established by the Compensation Committee prior to the issuance of an award which is consistently applied and identified in the audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of Corrpro’s Annual Report on Form 10-K. However, the Compensation Committee may not in any event increase the amount of compensation payable pursuant to an award to an individual upon the attainment of a performance goal.

      Each non-employee director is eligible for an award of a non-qualified stock option for 10,000 Common Shares immediately upon becoming a non-employee director. On September 30th of each calendar year, each non-employee director is also eligible for an award of a non-qualified stock option for 7,500 Common Shares if the non-employee director was not first elected to serve on the Board of Directors of Corrpro within the 12 months immediately preceding such date and is serving as a non-employee director on such date and the date immediately following such date. Awards made to non-employee directors shall be with terms and conditions otherwise consistent with the provisions of the 2004 Plan.

      The number of Common Shares subject to an award may be adjusted by the Compensation Committee, in the manner it deems equitable, in the event that the Compensation Committee determines that any dividend or other distribution, recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, split-off, combination, subdivision, repurchase or exchange of the Common Shares or other securities, issuance of warrants or other rights to purchase Common Shares or other similar corporate transaction or event (excluding the issuance of Common Shares upon the exercise of warrants existing as of June 10, 2004) affects the Common Shares such that the Compensation Committee determines that an adjustment is appropriate to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the 2004 Plan.

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      The Board of Directors of Corrpro may, at any time and from time to time, without the consent of the participants, alter, amend, revise, suspend or discontinue the 2004 Plan; provided, however, that (i) no amendment that requires shareholder approval in order for the 2004 Plan and any awards under the 2004 Plan to continue to comply with Sections 162(m), 421, and 422 of the Code, shall be effective unless such amendment is approved by the requisite vote of Corrpro’s shareholders entitled to vote on the amendment; and (ii) unless required by law, no action by the Board of Directors of Corrpro regarding amendment or discontinuance of the 2004 Plan may adversely affect any rights of any participants or obligations of Corrpro to any participants with respect to any outstanding award under the 2004 Plan without the consent of the affected participant.

      On July 8, 2004, awards were made to certain executive officers and other employees of Corrpro, subject to the approval of the 2004 Plan by Corrpro’s shareholders. Other than the awards granted on July 8, 2004 and the automatic grants provided by the 2004 Plan to certain non-employee directors (as described above), future benefits under the 2004 Plan are not currently determinable.

U.S. Federal Income Tax Consequences

      The following is a brief summary of certain U.S. federal income tax consequences relating to the transactions described under the 2004 Plan as set forth below. This summary does not purport to address all aspects of federal income taxation and does not describe state, local or foreign tax consequences. This discussion is based upon provisions of the Code, the Treasury Regulations, and judicial and administrative interpretations under the Code and Treasury Regulations, all as in effect as of the date hereof, and all of which are subject to change (possibly on a retroactive basis) or different interpretation.

      A participant does not generally recognize taxable income upon the grant or upon the exercise of an incentive stock option (“ISO”). However, to the extent that the fair market value (determined as of the date of grant) of the Common Shares with respect to which the participant’s ISOs are exercisable for the first time during any calendar year exceeds $100,000, the ISOs for the shares over $100,000 will be treated as non-qualified options, and not ISOs, for federal tax purposes, and the participant will recognize income as if the ISOs were non-qualified options. Upon the sale of ISO shares, the participant recognizes income in an amount equal to the difference, if any, between the exercise price of the ISO shares and the fair market value of those shares on the date of sale. The income is taxed at long-term capital gains rates if the participant has not disposed of the shares within two years after the date of the grant of the ISO and has held the shares for at least one year after the date of exercise and Corrpro is not entitled to a federal income tax deduction. The holding period requirements are waived when a participant dies.

      If the fair market value of the shares received upon exercise of an ISO exceeds the exercise price, then the excess may be deemed a tax preference adjustment for purposes of the Federal alternative minimum tax calculation. The Federal alternative minimum tax may produce significant tax repercussions depending upon the participant’s particular tax status.

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      If a participant sells ISO shares before having held them for at least one year after the date of exercise and two years after the date of grant, the participant recognizes ordinary income to the extent of the lesser of: (i) the gain realized upon the sale; or (ii) the difference between the exercise price and the fair market value of the shares on the date of exercise. Any additional gain is treated as long-term or short-term capital gain depending upon how long the participant has held the ISO shares prior to disposition. In the year of disposition, Corrpro receives a federal income tax deduction in an amount equal to the ordinary income that the participant recognizes as a result of the disposition.

      A participant generally does not recognize taxable income upon the grant of a non-qualified stock option (“NSO”). Upon the exercise of such a stock option, the participant recognizes ordinary income to the extent the fair market value of the shares received upon exercise of the NSO on the date of exercise exceeds the exercise price. The Company receives an income tax deduction in an amount equal to the ordinary income that the participant recognizes upon the exercise of the stock option.

      The participant’s tax basis for NSO shares will be equal to the option price paid for such shares, plus any amounts included in the participant’s income as compensation. When a participant disposes of NSO shares, any amount received in excess of the participant’s tax basis for such shares will be treated as short-term or long-term capital gain, depending upon how long the participant has held the NSO shares. If the amount received is less than the participant’s tax basis for such shares, the loss will be treated as short-term or long-term capital loss, depending upon how long the participant has held the shares.

      If a participant pays the exercise price of an option with previously-owned Common Shares and the transaction is not a disqualifying disposition of shares previously acquired under an ISO, the shares received equal to the number of shares surrendered are treated as having been received in a tax-free exchange. The participant’s tax basis and holding period for these shares received will be equal to the participant’s tax basis and holding period for the shares surrendered. The shares received in excess of the number of shares surrendered will be treated as compensation taxable as ordinary income to the participant to the extent of their fair market value. The participant’s tax basis in these shares will be equal to their fair market value on the date of exercise, and the participant’s holding period for such shares will begin on the date of exercise.

      If the use of previously acquired shares to pay the exercise price of an option constitutes a disqualifying disposition of shares previously acquired under an ISO, the participant will have ordinary income as a result of the disqualifying disposition in an amount equal to the excess of the fair market value of the shares surrendered, determined at the time such shares were originally acquired on exercise of the ISO, over the aggregate option price paid for such shares. As discussed above, a disqualifying disposition of shares previously acquired under an ISO occurs when the participant disposes of such shares before the end of the holding period. The other tax results from paying the exercise price with previously-owned shares are as described above, except that the participant’s tax basis in the shares that are treated as having been received in a tax-free exchange will be increased by the amount of ordinary income recognized by the participant as a result of the disqualifying disposition.

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      A recipient of an award of restricted stock does not generally recognize taxable income at the time of the award. Instead, the recipient recognizes ordinary income in the first taxable year in which his or her interest in the shares becomes either: (i) freely transferable or (ii) no longer subject to substantial risk of forfeiture. The amount of taxable income is equal to the fair market value of the shares less the consideration, if any, paid for the shares.

      A recipient may make an election under Section 83(b) of the Code, within 30 days of the date he or she receives restricted stock, to recognize ordinary income in an amount equal to the fair market value of the restricted stock (less any consideration paid for the shares) on the date of the award. If a recipient does not make an election under Section 83(b) of the Code, then the recipient will recognize as ordinary income any dividends received with respect to shares.

      The Company receives a compensation expense deduction in an amount equal to the ordinary income recognized by the recipient in the taxable year in which restrictions lapse (or in the taxable year of the award if, at that time, the recipient had filed a timely Section 83(b) election to accelerate recognition of income).

      At the time of sale of such shares, any gain or loss realized by the recipient will be treated as either short-term or long-term capital gain (or loss) depending on the holding period. For purposes of determining any gain or loss realized, the recipient’s tax basis will be the amount previously taxable as ordinary income.

      Generally, the recipient of a stand-alone SAR will not recognize taxable income at the time the stand-alone SAR is granted.

      If an employee receives the appreciation inherent in the SARs in cash, the cash will be taxed as ordinary income to the recipient at the time it is received. If a recipient receives the appreciation inherent in the SARs in stock, the spread between the then current market value and the grant price, if any, will be taxed as ordinary income to the employee at the time it is received.

      In general, there will be no federal income tax deduction allowed to Corrpro upon the grant or termination of SARs. However, upon the exercise of a SAR, Corrpro will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the exercise.

      In the case of an award of restricted stock units, performance awards, dividend equivalent rights or other stock or cash awards, the recipient will generally recognize ordinary income in an amount equal to any cash received and the fair market value of any shares received on the date of payment or delivery. In that taxable year, Corrpro will receive a federal income tax deduction in an amount equal to the ordinary income which the recipient has recognized.

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      Any ordinary income realized by a participant upon the exercise of a non-qualified stock option or SAR or upon receipt of restricted stock is subject to withholding of federal, state and local income tax and to withholding of the participant’s share of tax under the Federal Insurance Contribution Act (“FICA”) and the Federal Unemployment Tax Act (“FUTA”).

      To satisfy federal income tax withholding requirements, we will have the right to require that, as a condition to delivery of any certificate for Common Shares, the participant remit to Corrpro an amount sufficient to satisfy the withholding requirements. Alternatively, we may withhold a portion of the Common Shares (valued at fair market value) that otherwise would be issued to the participant to satisfy all or part of the withholding tax obligations.

      Withholding does not represent an increase in the participant’s total income tax obligation, since it is fully credited toward his or her tax liability for the year. Additionally, withholding does not affect the participant’s tax basis in the Common Shares. Compensation income realized and tax withheld will be reflected on Forms W-2 supplied by Corrpro to employees by January 31 of the succeeding year.

      According to Internal Revenue Service (“IRS”) Notice 2002-47, 2002-28 I.R.B. 97, the IRS’ current position is that it will not (1) assess FICA or FUTA taxes upon the exercise of an incentive option or the disposition of stock acquired by an employee pursuant to the exercise of an incentive option, and (2) will not treat the exercise of an incentive option, or the disposition of stock acquired by an employee pursuant to the exercise of an incentive option, as subject to federal income tax withholding. However, to the extent that a participant recognizes ordinary income due to the sale of Common Shares acquired by the exercise of an incentive option, the participant still must include compensation in income relating to the disposition of Common Shares acquired by the exercise of an incentive option. In addition, we must report on Form W-2 any payment to an employee (or former employee) that is at least $600 in a calendar year, even if the payment is not subject to federal income tax withholding.

      To the extent that a participant recognizes ordinary income in the circumstances described above, we will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the $1,000,000 limitation on certain executive compensation under Section 162(m) of the Code.

      The Company may not deduct compensation of more than $1,000,000 that is paid to an individual who, on the last day of the taxable year, is either Corrpro’s chief executive officer or is among one of the four other most highly-compensated officers for that taxable year as reported in Corrpro’s proxy statement. The limitation on deductions does not apply to certain types of compensation, including qualified performance-based compensation. The Company intends that benefits in the form of stock options, performance awards, stock appreciation rights, performance-based restricted stock and restricted stock units and performance based cash payments under other awards will be constructed so as to constitute qualified

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      If an individual’s rights under the plan are accelerated as a result of a change in control and the individual is a “disqualified individual” under Section 280G of the Code, the value of any such accelerated rights received by such individual may be included in determining whether or not such individual has received an “excess parachute payment” under Section 280G of the Code, which could result in (i) the imposition of a 20% Federal excise tax (in addition to Federal income tax) payable by the individual on the value of such accelerated rights, and (ii) the loss by Corrpro of a compensation deduction.

The Board of Directors recommends a vote “FOR” the approval of the 2004 Plan.

NEW PLAN BENEFITS

      The following table sets forth the option grants that have been awarded and are currently anticipated to be awarded under the 2004 Plan during the term thereof, assuming the 2004 Plan is approved and adopted by Corrpro’s shareholders. Other than the awards granted as set forth below, future benefits under the 2004 Plan are not currently determinable.

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EQUITY COMPENSATION PLAN INFORMATION

      The following table sets forth information as of March 31, 2004 with respect to compensation plans under which shares of Common Shares may be issued:

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Board Information

Board Meetings:

       In fiscal 2004, the Board held a total of 15 meetings. Each director attended at least seventy five percent (75%) of the aggregate of the total number of meetings of the Board (held during fiscal 2004 for which such person has been a director) and the total number of meetings held by all committees of the Board on which such person served (during the periods of fiscal 2004 that such person served).

Audit Committee:

       The Audit Committee’s primary function is to assist the Board in fulfilling its oversight responsibility by reviewing the financial information that will be provided to shareholders and others, the systems of internal financial controls that management and the Board have established, and the audit process. The specific functions and responsibilities of the Audit Committee are set forth in the Audit Committee Charter, a copy of which is attached to this Proxy Statement as Appendix B. The charter is also available at Corrpro’s website at www.corrpro.com. The Audit Committee reports its activities to the Board on a regular basis. The Audit Committee held eight meetings in fiscal 2004. The current members of the Audit Committee are Mr. Lynham (Chairman), Mr. Restivo, and Dr. Rogers.

      The Board has determined that all of the current Audit Committee members are financially literate under the current AMEX listing standards. However, the Board has not designated a member of the current Audit Committee as an “audit committee financial expert” under the rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002 because the current members of the Board serving on the Audit Committee have terms expiring at this Annual Meeting and are not standing for re-election. Subsequent to the Annual Meeting, the Board intends to make a determination as to whether any of the Board members constituting the Audit Committee after the Annual Meeting qualify as an audit committee financial expert.

Compensation Committee:

       The Compensation Committee, which has a subcommittee, reviews and approves the Chief Executive Officer’s (“CEO”) compensation and, upon consultation with the CEO, compensation for the officers of Corrpro and its subsidiaries who report directly to the CEO. It also establishes, amends, and determines awards under executive compensation plans and programs; oversees selection of and meets with outside consultants to review Corrpro’s executive compensation programs as appropriate; and reviews Board responsibilities, recommends the number of directors, and is authorized to nominate directors and committee members. The Compensation Committee, concurrently with its Section 162(m) Subcommittee, acted by written consent in lieu of meetings during fiscal 2004. The current members of the Compensation Committee are Mr. Lynham, Mr. Millis and Dr. Rogers (Chairman).

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Independence Requirements:

       Under the listing standards of the “AMEX”, Corrpro is a “controlled company” as such term is defined under the rules of the AMEX. Corrpro is a controlled company because over fifty percent (50%) of the voting power of Corrpro is held by CPI. Controlled companies need not comply with the portions of the AMEX listing standards that require (i) a majority of the board of directors to be comprised of independent directors and (ii) separate nominating and compensation committees comprised solely of independent directors.

      As a controlled company, Corrpro is required to have three (3) directors who qualify as independent under the rules of the AMEX to serve on the audit committee. The Board of Directors has determined that all three members of Corrpro’s audit committee (Mr. Lynham (Chairman), Mr. Restivo, and Dr. Rogers) qualify as independent under the rules of the AMEX, as well as the rules of the SEC.

Director Nomination Process:

       Corrpro does not have a nominating committee and, accordingly, does not have a nominating committee charter. In light of the provisions in the AMEX listing standards excepting “controlled companies” from the requirement for a nominating committee consisting solely of independent directors as discussed above under “Independence Requirements,” the Board has determined that its members as a whole can effectively perform the functions relating to the nomination process. For purposes of this Annual Meeting, the entire Board performed the function of a nominating committee.

      The Chairman of the Board initiated the recruitment process, and presented the candidates to the full Board for its consideration. The Board considered these candidates’ qualifications as outlined more fully below, and determined the slate of directors to be presented to the shareholders for election at the Annual Meeting.

      In assessing the qualifications of candidates for director, the Board considers, in addition to qualifications set forth in Corrpro’s Code of Regulations, each potential nominee’s personal and professional integrity, experience, reputation, skills, ability and willingness to devote the time and effort necessary to being an effective board member, and commitment to acting in the best interest of Corrpro and its shareholders. The Board also considers the need for independent directors to satisfy audit committee requirements under AMEX rules and SEC regulations. The Board’s objective in making nominations to the Board is to select eligible individuals whose qualifications are such that they will contribute to the formulation and implementation of Corrpro’s strategic direction.

      The Board does not have a formal policy with regard to the consideration of any director candidates recommended by shareholders. From time to time, the Board may consider, in its discretion, director nominees recommended by shareholders for election at an annual shareholders’ meeting. The Board will only consider written nominations that are received by our corporate secretary within a reasonable amount of time before the date on which we first mailed our proxy materials. The Board has no formal procedures to be followed by shareholders in submitting recommendations of candidates for director.

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Board Compensation

Retainer and Fees

       During Fiscal 2004, Corrpro paid non-employee directors an annual retainer of $12,000. Corrpro also paid non-employee directors $1,000 ($1,200 for a committee chairperson) for each in-person Board or committee meeting attended and $350 ($550 for a committee chairperson) for each telephonic Board or committee meeting attended. Each of Messrs. Applebaum, Johnson, Reed and Rog currently qualify as non-employee directors for purposes of retainers and fees. However, pursuant to a waiver of compensation letter, Messrs. Applebaum, Johnson and Reed waived and relinquished their rights to any and all claims to receive cash compensation or equity securities for their services as director until the earlier of the last day of their service as a director designated by the holders of the Series B Preferred Stock and the last day of their employment with Wingate and/or its affiliates. Mr. Rog has also waived his right to receive the payment of such annual retainer and attendance fees. If Mr. MacDowell is elected to the Board, he will qualify as a non-employee director for purposes of retainers and fees. Mr. MacDowell, however, will receive the same compensation as Messrs. Applebaum, Johnson and Reed pursuant to the terms of the Note and Equity Purchase Agreement between Corrpro and ACAS. Mr. MacDowell, therefore, if elected, will be deemed to have waived his right to receive the payment of an annual retainer and attendance fees. Corrpro also reimburses all of its directors for reasonable out-of-pocket expenses incurred in attending Board and committee meetings.

      Under the 2001 Non-Employee Directors’ Stock Appreciation Rights Plan, which became effective May 17, 2001, a one-time grant of vested stock appreciation rights was made to non-employee directors then serving on the Board at an exercise price of $2.10 per share. The stock appreciation rights entitle each eligible director to be paid in cash, subject to the applicable terms and conditions of the grant, on or after May 17, 2006, the amount of appreciation in the fair market value over the exercise price of 10,000 Corrpro common shares between May 17, 2001 and May 17, 2006.

      During Fiscal 2004, our Board of Directors formed a Special Committee charged by the Board with the review of strategic alternatives available to Corrpro which led to the refinancing and recapitalization that was completed in March 2004. The Special Committee consisted of three directors. Initially, two of its members — Messrs. Restivo (as Chairman) and Millis — were non-employee directors and one of its members — Mr. Baach — was then an employee director. The membership of the Special Committee was subsequently changed by Board action such that all members of the Special Committee should be non-employee directors. Mr. Baach then resigned from the Special Committee and was replaced by Dr. Rogers, a non-employee director. Effective July 15, 2003 through March 31, 2004, non-employee directors on the Special Committee were compensated at a rate of $2,500 per month ($5,000 for the chairperson) in connection with the refinancing and recapitalization. In addition, a one time additional payment of $20,000 was made to Mr. Restivo in recognition of services performed for the Special Committee that were beyond initial expectations.

      Effective upon the close of the 2004 Annual Meeting, the fees for non-employee directors (unless waived) shall be a annual retainer of $20,000 and $1,000 ($1,200 for a committee chairperson) for each in-person Board or committee meeting attended and $350 ($550 for a committee chairperson) for each telephonic Board of committee meeting attended.

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Deferred Compensation Plan

       Eligible directors may elect to defer payment of all or any part of their retainer and fees under the Deferred Compensation Plan for Outside Directors. Participating directors elect an investment model which determines the return on their deferred funds. The investment model can include Common Shares. Deferred portions are payable in a lump sum, over a period of five (5) years or over a period of ten (10) years. The director specifies in advance the date on which payments will begin. Payments may be accelerated if the director dies or becomes disabled.

Outside Directors’ Stock Option Plan

       Under the 1997 Non-Employee Directors’ Stock Option Plan, Corrpro automatically grants stock options to purchase 2,500 Common Shares at fair market value on the date a director is first elected and, beginning the next calendar year, on each September 30th on which the individual continues as a non-employee director of Corrpro. Each of Messrs. Applebaum, Johnson, Reed and Rog currently qualify as non-employee directors for purposes of the 1997 Non-Employee Directors’ Stock Option Plan. However, pursuant to a waiver of compensation letter, Messrs. Applebaum, Johnson and Reed waived and relinquished their rights to any and all claims to receive cash compensation or equity securities for their services as director until the earlier of the last day of their service as a director designated by the holders of the Series B Preferred Stock and the last day of their employment with Wingate and/or its affiliates. Mr. Rog has also waived his right to receive options under the 1997 Non-Employee Directors’ Stock Option Plan. If Mr. MacDowell is elected to the Board, he will qualify as a non-employee director for purposes of the 1997 Non-Employee Directors’ Stock Option Plan. Mr. MacDowell, however, will receive the same compensation as Messrs. Applebaum, Johnson and Reed pursuant to the terms of the Note and Equity Purchase Agreement between Corrpro and ACS. Mr. MacDowell, therefore, if elected, will be deemed to have waived his right to receive options under the 1997 Non-Employee Directors’ Stock Option Plan. Upon the adoption of the 2004 Plan, there will be no future grants of stock options under the 1997 Non-Employee Directors’ Stock Option Plan.

      Under the 2004 Long-Term Incentive Plan, upon approval by the shareholders, each non-employee director is eligible for an award of a non-qualified stock option for 10,000 Common Shares immediately upon becoming a non-employee director. On September 30th of each calendar year, each non-employee director is also eligible for an award of a non-qualified stock option for 7,500 Common Shares if the non-employee director was not first elected to serve on the Board of Directors of Corrpro within the twelve (12) months immediately preceding such date and is serving as a non-employee director on such date and the date immediately following such date. Awards made to non-employee directors shall be with terms and conditions otherwise consistent with the provisions of the 2004 Plan.

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Compensation Committee Report on Executive Compensation

The Compensation Committee

       Corrpro’s Compensation Committee generally exercises the Board’s powers in administering Corrpro’s executive compensation programs, monitoring corporate performance and its relationship to compensation of executive officers and making appropriate recommendations concerning matters of executive compensation. To make such recommendations, the Compensation Committee considers the compensation practices of comparable companies, competitive trends, individual performance, performance of Corrpro as a whole, and duties and responsibilities of executive officers. This report sets forth the major components of executive compensation and the basis by which fiscal 2004 compensation determinations were made with respect to the executive officers of Corrpro.

Compensation Policy and Objectives

       The goals of Corrpro’s compensation policy are to align executive compensation with Corrpro’s long-term business objectives and performance, to enable Corrpro to attract and retain high-quality executive officers and employees who will contribute to the long-term success of Corrpro and to reward such executive officers and employees for their successful efforts in attaining objectives beneficial to the growth and profitability of Corrpro.

      To achieve Corrpro’s goals, the Compensation Committee has developed the following objectives that serve as guidance for compensation decisions for all employees: (i) to attract and retain the most highly qualified management and employee team, (ii) to pay competitively within prevailing industry standards, (iii) to emphasize sustained performance by aligning monetary rewards with stockholder interests, (iv) to emphasize performance-related contributions as the basis of pay decisions, and (v) to provide incentive bonus awards for management based upon attaining revenue and profitability goals. To achieve these objectives, the Compensation Committee has designed a compensation program consisting of base salary, a management incentive plan, long-term incentive plans and other employment benefits.

Base Salary

       Salary levels are primarily determined by the Compensation Committee in consideration of the performance of the individual executive, the financial performance of Corrpro and the prevailing industry standards for similar executives of domestic industrial companies of similar size. Corrpro’s philosophy regarding base salaries is conservative, using published industry reports and surveys on executive compensation. The Compensation Committee has made no adjustments for the last three fiscal years to the base salaries of the named executive officers. For purposes of this Proxy Statement, Joseph W. Rog, Michael K. Baach, George A. Gehring, Jr., David H. Kroon and Barry W. Schadeck are referred to as the named executive officers of Corrpro.

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Management Incentive Plan

       Key employees, including the executive officers, participate in a management incentive plan that awards cash bonuses based on attaining established targeted and maximum plan year operating performance goals for Corrpro as a whole and for individual business units. The bonus payable is equal to the sum of the bonus amount earned upon achievement of the applicable operating goals. The performance goals for Corrpro as a whole are based on total consolidated earnings before taxes and bonus. Business unit thresholds are generally based on business unit earnings after allocated interest charges and before taxes, corporate charges and bonuses of the business unit. Bonuses based on fiscal year 2004 performance for the named executive officers other than the CEO, were $85,500 for Mr. Baach, $82,000 for Mr. Gehring, $85,000 for Mr. Kroon and $75,000 for Mr. Schadeck. These bonuses were awarded on the basis of Corrpro’s overall improved performance in fiscal 2004 compared to prior years, and its significantly exceeding established targeted operating performance goals for fiscal 2004 while also successfully completing a major restructuring of operations and a necessary recapitalization of the company.

Long-term Incentive Plans and Other Employment Benefits

      Long-term Incentive Plans. Corrpro believes that its long-term compensation programs, such as the 1997 Long-Term Incentive Plan and the 2004 Plan described above under “Proposal Two: Approval of 2004 Plan,” should provide employees with an opportunity to increase their ownership and potentially gain financially from Corrpro’s stock price increases. By this approach, the interests of stockholders, executives and employees are closely aligned. Through Corrpro’s long-term incentive plans, executives and employees are eligible to receive awards payable in cash or stock, which may include stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards. The Compensation Committee believes the use of such awards as the basis for long-term incentive compensation meets the Compensation Committee’s defined compensation strategy and the team-based operations approach that Corrpro has adopted. The Compensation Committee considers the following factors, among others, when determining awards: individual performance versus assigned objectives; profit contribution; criticality of the individual to the future success of Corrpro; and overall contribution to Corrpro’s success.

      Severance Agreements. To retain highly qualified executive officers, Corrpro from time to time enters into severance agreements with certain of its officers. The determination of whether Corrpro would benefit from a severance agreement with a particular officer is subjective, based upon such officer’s experience and value to Corrpro. A discussion of Employment and Change in Control Agreements is contained below under “Employment and Change in Control Agreements.”

      Other Benefits. Corrpro’s philosophy is to provide adequate retirement, health and welfare oriented benefits to executives and employees, but to maintain a highly conservative posture relative to executive benefits.

2004 Compensation for the Chief Executive Officer

      For fiscal 2004, Mr. Rog was paid an annual base salary of $285,000, received a bonus of $100,000 and was awarded a stock option to acquire 45,000 Common Shares at an exercise price of $1.52 per share. Mr. Rog’s total compensation was based upon the

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Respectfully submitted,

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Company Stock Performance

       The graph below compares the cumulative total shareholders return from investing $100 on March 31, 1999 in Corrpro Common Shares, the S&P 500 Index, and an index of peer companies. The graph assumes that all dividends, if any, were reinvested. The peer companies offer a broad range of engineering, environmental and cost construction services. They include Exponent, Inc., and Michael Baker Corp.

COMPARISON OF CUMULATIVE TOTAL SHAREHOLDER RETURN

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Executive Compensation and Other Information

Summary of Compensation

       The following table sets forth the annual and long-term compensation paid or accrued for the benefit of our named executive officers for services rendered to Corrpro during fiscal years 2004, 2003, and 2002.

Summary Compensation Table

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Option Grants in Last Fiscal Year

       The following table provides information regarding the grant of stock options to each of the named executive officers in fiscal 2004.

Aggregated Option Exercises in Fiscal 2004

       The following table provides information regarding the exercise of options by each of the named executive officers during fiscal 2004 and the number of unexercised stock options held at March 31, 2004 by each of the named executive officers.

Employment and Change in Control Agreements

      Until May 3, 2004, Mr. Rog served as Corrpro’s Chief Executive Officer and President. Mr. Rog was employed under an employment agreement, as amended, dated November 2, 2000. In connection with Corrpro’s March 2004 refinancing and recapitalization and the

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      The applicable employment agreements provided for the payment of Mr. Rog’s base salary and such other compensation as determined by the Board of Directors from time to time. Other compensation included bonuses, stock options and incentive compensation.

      The agreements provided that Mr. Rog may not compete with Corrpro during the term of the agreements and for as long as Mr. Rog receives retirement income payments from Corrpro. Mr. Rog had earned the right to receive retirement income with a lifetime survivor benefit to his spouse in an amount equal to 50% of his base salary (commencing on the first day of the month following the termination of the severance payments described below) provided that certain conditions are satisfied. In accordance with an employment agreement between Corrpro and Mr. Rog dated March 30, 2004, Mr. Rog resigned as President and Chief Executive Officer, effective May 3, 2004.

      Mr. Rog became entitled to severance as consideration for his execution of an Agreement and General Release in connection with his resignation. Corrpro is obligated to pay two years of severance at the rate of Mr. Rog’s base salary and auto allowance in effect at the time of his resignation, plus a payment equal to one full year’s participation in Corrpro’s annual bonus plan for Fiscal 2004 at the 100% level. Mr. Rog received a bonus of $100,000 for Fiscal 2004. Mr. Rog is eligible to earn and be paid  1/12 year’s participation in Corrpro’s annual bonus plan in effect during Fiscal 2005, to be paid within the time period prescribed by such plan. For purposes of the Fiscal 2005 annual bonus plan, Mr. Rog shall be eligible for  1/12 of his fiscal 2005 target bonus, which target bonus the parties agreed, shall be $100,000. Mr. Rog and his spouse are entitled to continue any medical or other insurance coverage in effect at the time of resignation for a period of twenty-four months, subject to the terms of the applicable Corrpro sponsored plan.

      In November 2000, Corrpro and each of Messrs. Baach, Gehring and Kroon have signed employment agreements, under which each serves as an Executive Vice President. Each of these agreements are effective through March 31, 2006 and provide for the payment of base salaries, subject to annual adjustment, severance payments approximately equal to two years’ salary plus benefits in the event of termination without cause, medical and other insurance coverage, disability benefits and participation in Corrpro’s annual bonus plan. Mr. Schadeck’s services are provided through one of Corrpro’s Canadian subsidiaries. This subsidiary has engaged Mr. Schadeck under a management services agreement which provides for base level compensation and bonuses based on performance. The agreements with the named executive officers generally restrict the officers from competing for two years following termination.

      Mr. Lahey became Corrpro’s Chief Executive Officer and President on May 3, 2004. Mr. Lahey is employed under an employment agreement having an initial term through April 30, 2006. Under this agreement, Mr. Lahey serves as Corrpro’s Chief Executive Officer and President as well as a director of Corrpro. The agreement provides for Mr. Lahey to be nominated as a Corrpro director for so long as he serves as Corrpro’s Chief Executive Officer.

      Mr. Lahey’s employment agreement provides for his base salary, vacation, participation in Corrpro’s annual incentive bonus plan with a target payout of 50% of his base salary, automobile allowance, temporary living allowance, reimbursement of certain travel expenses,

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      Pursuant to the terms of Mr. Lahey’s employment agreement and subject to approval of Corrpro’s shareholders, Corrpro issued to Mr. Lahey an option to purchase 200,000 shares of Common Shares with an exercise price equal to $1.99 and an option to purchase 200,000 shares of Common Shares with an exercise price equal to $3.98.

      Mr. Lahey may not compete with Corrpro during the term of the agreement and for as long as Mr. Lahey receives severance payments from Corrpro. Corrpro may terminate Mr. Lahey’s employment for good cause (as defined in the agreement), in which case Corrpro will pay Mr. Lahey his base salary earned through termination and auto allowance, if any, with no further obligation to him except as required by law.

      Corrpro may have to pay severance to Mr. Lahey if specified events occur. These events include termination of his employment at a time when Corrpro is in breach of its obligations under the agreement or termination of the agreement by Corrpro without good cause. In such cases, if termination occurs on or before April 30, 2005, Corrpro must pay one year of severance at the rate of his base salary and auto allowance, if any, in effect at the time of termination. If termination occurs on or after May 1, 2005, Corrpro must pay two years of severance at the rate of Mr. Lahey’s base salary and auto allowance, if any, in effect at the time of termination. In either case, Mr. Lahey also would be entitled to continue any medical or other insurance coverage in effect at the time of termination for a period of twelve months, if termination occurs on or before April 30, 2005, or for a period of twenty-four months, if termination occurs on or after May 1, 2005.

      In November 2000, Corrpro entered into Change of Control Agreements with a number of executive officers, including Messrs. Rog, Baach, Gehring, Kroon and Schadeck in order to retain these individuals in the event of a change in control. Such change in control agreements obligated Corrpro to make aggregate payments in excess of $2.5 million to these individuals in the event of a change in control. Effective October 23, 2003, Corrpro and the named executive officers, who were represented by independent counsel, negotiated and executed Amendment and Termination Agreements with respect to the change in control agreements. Pursuant to the Amendment and Termination Agreements, the executives forfeited all rights to payment under the Change in Control Agreements upon the satisfaction of certain closing conditions in connection with the refinancing and recapitalization of the company.

      Pursuant to the terms of the Amendment and Termination Agreements:

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Section 16(a) Beneficial Ownership Reporting Compliance

       Based on a review of reports filed by our directors, executive officers and beneficial holders of 10% or more of our shares, and upon information provided by those persons, all SEC stock ownership reports required to be filed by those reporting persons with respect to 2004 were timely made.

Securities Ownership of Certain Beneficial Owners and Management

Directors and Named Executive Officers

      The following table presents information known to Corrpro about the beneficial ownership of the Common Shares as of July 15, 2004, unless otherwise indicated, by (i) each of the named executive officers of Corrpro; (ii) each director and nominee for director of Corrpro; and (iii) all of the directors and executive officers as of July 15, 2004 as a group.

      The number and percentage of shares of the Common Shares beneficially owned is determined under the rules of the SEC and is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares of Common Shares for which a person has sole or shared voting power or investment power and also any shares of Common Shares underlying options, warrants or convertible securities that are exercisable or convertible by that person within 60 days of July 15, 2004.

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      Unless otherwise indicated in the footnotes, each person listed in the following table has sole voting power and investment power over the shares of Common Stock listed as beneficially owned by that person. Percentage of beneficial ownership is based on 8,450,442 shares of Common Shares outstanding on July 15, 2004.

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Beneficial Owners of 5% or More

      The following table sets forth information regarding the number and percentage of shares of Common Shares and Series B Preferred Stock held by all persons and entities who are known by Corrpro to beneficially own 5% or more of Corrpro’s outstanding Common Shares or Series B Preferred Stock. The information regarding beneficial ownership of Common Shares and Series B Preferred Stock by the entities identified below is included in reliance on reports filed with the SEC by such entities, except that the percentage is based upon Corrpro’s calculations made in reliance upon the number of shares of Common Shares and Series B Preferred Stock reported to be beneficially owned by such entity in such report and 8,450,442 shares of Common Shares and 13,000 shares of Series B Preferred Stock outstanding on July 15, 2004.

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Compensation Committee Interlocks and Insider Participation

       None of the members of the Compensation Committee is an officer or employee, or former officer or employee of Corrpro. No interlocking relationship exists between the members of Corrpro’s Board or Compensation Committee and the board of directors or compensation committee of any other company.

Certain Relationships and Related Transactions

       On March 30, 2004, Corrpro completed a refinancing and recapitalization pursuant to which CPI purchased 13,000 shares of Series B Preferred Stock and a warrant with a nominal exercise price to acquire 12,113,744 shares of Common Shares for an aggregate cash consideration of $13.0 million. In connection with the refinancing and recapitalization transaction, Wingate Affiliates III, L.P. and Wingate Management Limited III, LLC (“WML”) affiliates of CPI, received a closing fee of $17,128 and $407,872, respectively. The Series B Preferred Stock has the right to vote fifty-one percent (51%) of the voting power of the Common Shares of Corrpro and to elect a majority of Corrpro’s Board of Directors. Each of Messrs. Applebaum, Decker, Johnson and Reed is a Principal and Manager of WML, Messrs. Applebaum, Johnson and Reed serve as directors of Corrpro. In addition, ACAS is a member of CPI.

      In connection with its refinancing and recapitalization plan, on March 30, 2004 pursuant to a note and equity purchase agreement Corrpro issued to ACAS $14.0 million in senior secured subordinated notes and warrants to acquire 3,936,967 shares of Common Shares at a nominal exercise price. ACAS also received a closing fee of $60,000 in connection with the refinancing and recapitalization transaction. Mr. MacDowell, a nominee for director of Corrpro, is a Principal of ACAS.

      In addition, on March 30, 2004, Corrpro entered into a services agreement with Wingate Partners, an affiliate of CPI. Wingate Management Company III, L.P. (“WMC”) is the

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Code of Conduct and Code of Ethics

       Corrpro has adopted a Code of Conduct applicable to all directors, officers and employees of the company. In addition, Corrpro has adopted a Code of Ethics for Senior Financial Officers, applicable to the Chief Executive Officer, the Chief Financial Officer, the Controller, and any other person performing similar functions. The Code of Ethics is available at Corrpro’s website at www.corrpro.com. Any amendments to the Code of Ethics, and any waivers of its provisions with respect to the Chief Executive Officer, the Chief Financial Officer, the Controller, and any other person performing similar functions, will be posted on Corrpro’s website at www.corrpro.com.

Audit Committee Report

       The Audit Committee of the Board of Directors (the “Audit Committee”) is comprised of the three directors named below. Each member of the Audit Committee is an independent director as defined by AMEX rules. Mr. Restivo, who resigned as an employee of Corrpro in January 2001, was continuing as a member of the Audit Committee pursuant to the override provision of the AMEX rules until February 2004, at which time he became an independent director as defined by the AMEX rules.

      The Audit Committee has adopted a written charter, which has been approved by the Board of Directors and is attached as Appendix B to this proxy statement. The charter is also available at Corrpro’s website at www.corrpro.com. The Audit Committee has reviewed and discussed Corrpro’s audited financial statements with management, which has primary responsibility for the financial statements. KPMG LLP (“KPMG”), Corrpro’s independent auditors for 2003 and 2004, are responsible for expressing an opinion on the conformity of Corrpro’s audited financial statements with generally accepted accounting principles. The Audit Committee has discussed with KPMG the matters that are required to be discussed by Statement on Auditing Standards No. 61 (Communication With Audit Committees). KPMG has provided to the Audit Committee the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with KPMG the firm’s independence. The

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      Based upon the reviews and discussions noted above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Corrpro’s Annual Report on Form 10-K/ A for the year ended March 31, 2003, and Corrpro’s Annual Report on Form 10-K for the year ended March 31, 2004, for filing with the SEC.

Respectfully submitted,

Independent Auditors

       Corrpro is incorporated in Ohio, which does not require approval by shareholders of the selection of independent auditors. A representative of KPMG is expected to be present at the Annual Meeting and will have the opportunity to make a statement and is expected to be available to respond to appropriate questions. KPMG acted as independent auditors for Corrpro for fiscal years 2003 and 2004. The Board of Directors has yet to make a determination as to the independent auditors who will audit Corrpro’s financial statements for fiscal year 2005.

      Fees paid to KPMG for fiscal years 2003 and 2004 were as follows:

      Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of Corrpro’s annual financial statements and review of the interim financial statements included in quarterly reports, as well as services that are normally provided by KPMG in connection with statutory and regulatory filings.

      Audit-related Fees. Audit-related fees generally include fees for assurance and related services performed by the independent auditor that are reasonably related to the performance of the audit or review of financial statements and may include, among others, employee benefit plan audits, due diligence related to mergers and acquisitions, internal control reviews, and consultation regarding financial accounting and reporting standards.

      Tax Fees. Tax fees include fees for tax compliance and tax advisory and consulting services. The services for the fees disclosed under this category include tax return preparation and technical tax advice provided to Corrpro’s International operations.

      Consistent with its charter, the Audit Committee reviews and pre-approves all audit and non-audit services. The Audit Committee may delegate this responsibility to one or more designated members of the Audit Committee, provided that any pre-approvals so delegated are reported to the Audit Committee at its next regularly scheduled meeting.

Voting Procedures/ Revoking Your Proxy

       You may vote by mail by following the directions provided in the proxy card, or in person at the meeting. To vote by mail, complete, date and sign your proxy card – or your

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      You will be electing four (4) of the members of Corrpro’s Board of Directors. To be elected, these directors must receive a plurality of the shares present and voting in person or by proxy, provided a quorum exists. A plurality means receiving the largest number of votes, regardless of whether that is a majority. The holders of a majority of the voting power of the outstanding shares of Common Shares and Series B Preferred Stock on the Record Date, present in person or by proxy, will constitute a quorum at the Annual Meeting. All other matters submitted to you at the meeting, including the approval of the 2004 Plan, will be decided by a majority of the votes cast on the matter, provided a quorum exists.

      Those who fail to return a proxy or attend the meeting will not count towards determining any required plurality, majority or quorum. Shareholders and brokers returning proxies or attending the meeting who abstain from voting on a proposition will count towards determining a quorum for that matter, and their proxies will not affect determination of a plurality. Abstentions, however, will not count towards achievement of a majority.

      A proxy statement and proxy card is being sent to participants who own Common Shares through our 401(k) retirement savings plan and our employee stock purchase plan. The proxy serves as a voting instruction for your plan shares. For our 401(k) plan, if you do not vote your shares, the plan trustee will vote them on your behalf. For the employee stock purchase plan, if you do not vote your shares, they will remain unvoted at the Annual Meeting.

      The enclosed proxies will be voted in accordance with the instructions you place on the proxy card. Unless otherwise stated, all shares represented by your returned, signed proxy will be voted FOR the agenda items noted on the first page of this proxy statement.

      You can change your mind after sending in a proxy, until the meeting, by following these procedures:

      Your proxy may be revoked if you:

      Attending the meeting alone will not revoke your proxy.

Policy Regarding Shareholder Communications

       Shareholders may contact Corrpro’s directors, a committee of the Board, the Board’s non-management directors as a group or the Board generally, by writing to them at Corrpro Companies, Inc., 1090 Enterprise Drive, Medina, Ohio 44256. Shareholder communications received in this manner will be processed in accordance with procedures approved by the Board’s independent directors.

      Communications from an employee or agent of Corrpro will be considered shareholder communications under this policy if made solely in his or her capacity as a shareholder.

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      Proposals submitted by shareholders for inclusion in Corrpro’s annual proxy statement, and proposals submitted by shareholders for presentation at Corrpro’s annual shareholders meeting but not in Corrpro’s proxy statement, will not be considered shareholder communications under this policy, and will be handled by our Secretary.

Submission of Shareholder Proposals

       Pursuant to regulations of the SEC, in order to be included in the proxy solicitation statement for our 2005 Annual Meeting of Shareholders, shareholder proposals must be received at our principal offices, 1090 Enterprise Drive, Medina OH 44256 Attention: Secretary, by no later than April 1, 2005, and must comply with additional requirements established by the SEC. In addition, Section 3.3 of our Code of Regulations provides generally that no proposal, resolution, amendment to any proposal or resolution, or nomination, other than procedural matters relating to the conduct of the meeting, may be considered at a meeting of our shareholders unless that matter has been set forth in a proxy or information statement furnished to our shareholders in connection with the meeting in compliance with the Securities and Exchange Act of 1934, as amended.

      Our Secretary must receive proposals not to be included in the proxy statement for the 2005 annual meeting no later than June 15, 2005 assuming that the 2005 annual meeting occurs on or within 30 days of August 26, 2005. Our proxy for the 2005 annual meeting will grant discretionary authority to persons named therein with respect to any such matter of which we do not receive notice by June 15, 2005.

Other Business

       The Board of Directors knows of no other matters for consideration at the meeting. If any other business should properly arise, the persons appointed in the enclosed proxy have discretionary authority to vote in accordance with their best judgment.

      A copy of Corrpro’s Fiscal 2004 Annual Report on Form 10-K filed with the SEC is contained within the enclosed annual report. Copies may be obtained by shareholders, without charge, upon written request to Investor Relations, Corrpro Companies, Inc., 1090 Enterprise Drive, Medina, Ohio 44256. You may also obtain our SEC filings through the Internet www.sec.gov or at our website at.

By order of the Board of Directors.

July 29, 2004

Please Vote — Your Vote is Important

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Appendix B

CORRPRO COMPANIES INCORPORATED
AUDIT COMMITTEE CHARTER

The audit committee is a committee of the board of directors. Its primary function is to assist the board in fulfilling its oversight responsibilities by reviewing the financial information which will be provided to the shareholders and others, the systems of internal controls which management and the board of directors have established, and the audit process.

In meeting its responsibilities, the audit committee is expected to:

Audit Committee Charter
Page 2 of 3

Audit Committee Charter
Page 3 of 3

The membership of the audit committee shall consist of at least three independent members of the board of directors who are financially literate, and otherwise comply with applicable regulations and standards in effect from time to time. The board of directors may determine that one or more of the Audit Committee members qualify as an “audit committee financial expert” (as defined in Item 401(h) of Regulation S-K of the Securities and Exchange Act of 1934). The members shall serve at the pleasure of the board of directors. Audit committee members and the committee chairman shall be designated by the full board of directors.

The duties and responsibilities of a member of the audit committee are in addition to those duties set out for a member of the board of directors.