CORRPRO COMPANIES INC /OH/
EX-10.15 SECURITY AGREEMENT DATED AS OF 3-30-04
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>19
<FILENAME>l06991aexv10w15.txt
<DESCRIPTION>EX-10.15 SECURITY AGREEMENT DATED AS OF 3-30-04
<TEXT>
<PAGE>

                                                                   Exhibit 10.15

                                                                           FINAL

                               SECURITY AGREEMENT

                  THIS SECURITY AGREEMENT (this "AGREEMENT"), dated as of March
_______, 2004, is between COMMONWEALTH SEAGER HOLDINGS LTD., a corporation
incorporated under the laws of the Province of Alberta, Canada, BORZA
INSPECTIONS LTD., a corporation incorporated under the laws of the Province of
Alberta, Canada and CORRPRO CANADA, INC., a corporation amalgamated under the
laws of the Province of Alberta, Canada (collectively and individually the
"DEBTOR"), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company,
or its designated affiliate (the "SECURED PARTY"), as administrative, payment
and collateral agent for the benefit of the Lenders (as such term is defined in
the Credit Agreement described below).

                              W I T N E S S E T H:

                  WHEREAS, Debtor has entered into that certain Credit Agreement
of even date herewith (the same, as it may be amended, restated, modified or
supplemented and in effect from time to time, being herein referred to as the
"CREDIT AGREEMENT") with Secured Party, as administrative, payment and
collateral agent for the benefit of all lenders and individually as a lender
(together with all other "LENDERS" thereunder as defined therein, the
"LENDERS"), and the other Lenders parties thereto, providing for the Lenders to
make available to the Debtor as Canadian Borrower, together with those
facilities made available to CORRPRO COMPANIES, INC., an Ohio corporation
("PARENT"), CCFC, INC., a Nevada corporation and OCEAN CITY RESEARCH CORP.
(collectively the "US BORROWER"), certain term credit facilities on the terms
and conditions set forth therein; and

                  WHEREAS, the corporations forming the Debtor are affiliated
entities, and each will receive direct or indirect economic benefits from the
Lenders pursuant to the Credit Agreement;

                  AND WHEREAS the Debtor has agreed, jointly and severally, as
an obligor, to provide security for their obligations under and pursuant to the
Credit Agreement, and accordingly the Debtor has agreed to pledge and grant a
security interest in the Collateral (as such term is hereinafter defined) as
security for those obligations under and pursuant to the Credit Agreement (the
"OBLIGATIONS").

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         SECTION 1.        DEFINITIONS. Capitalized terms used herein without
definition and defined in the Credit Agreement are used herein as defined
therein. In addition, as used herein:

         "ACCOUNTS" means any "account," as such term is defined in the Personal
         Property Security Act ("PPSA") and, in any event shall include the
         unpaid portion of the obligation of a customer.

         "CHATTEL PAPER" means any "chattel paper," as such term is defined in
         the PPSA.

         "COLLATERAL" shall have the meaning ascribed thereto in Section 3
         hereof.

         "CONTRACTS" means all contracts, undertakings, or other agreements
         (other than rights evidenced by Chattel Paper, Documents or
         Instruments) in or under which a Debtor may now or hereafter have any
         right, title or interest, including, without limitation, with respect
         to an Account, any agreement relating to the terms of payment or the
         terms of performance thereof.

<PAGE>

         "COPYRIGHTS" means any copyrights, rights and interests in copyrights,
         works protectable by copyrights, copyright registrations and copyright
         applications, and all renewals of any of the foregoing, all income,
         royalties, damages and payments now and hereafter due and/or payable
         under or with respect to any of the foregoing, including, without
         limitation, damages and payments for past, present and future
         infringements of any of the foregoing and the right to sue for past,
         present and future infringements of any of the foregoing.

         "DOCUMENTS" means any documents, and shall include, without limitation,
         all documents of title, bills of lading or other receipts evidencing or
         representing Inventory or Equipment.

         "EQUIPMENT" means any "equipment," as such term is defined in the PPSA.

         "FIXTURES" means assets which are affixed to real property in such a
         manner as to, pursuant to applicable law, be considered a fixture and
         form part of the real estate.

         "INTANGIBLES" means any intangibles, as such term is defined in the
         PPSA, and, in any event, shall include, without limitation, payment
         intangibles, software, and all right, title and interest in or under
         all Contracts, models, drawings, materials and records, claims,
         literary rights, goodwill, rights of performance, copyrights,
         trademarks, patents, warranties, rights under insurance policies and
         rights of indemnification.

         "GOODS" means any goods as such term is defined in the PPSA, including,
         without limitation, Equipment, Fixtures and embedded software to the
         extent included in any of the foregoing.

         "INSTRUMENTS" means any instrument as such term is defined in the PPSA,
         and shall include, without limitation, promissory notes, drafts, bills
         of exchange, trade acceptances, lender letters of credit and other
         letters of credit, letter-of-credit rights and chattel paper.

         "INVENTORY" means any inventory, as such term is defined in the PPSA
         and, in any event, shall include, without limitation, all "Inventory"
         as such term is defined in the Credit Agreement.

         "LIABILITIES" shall mean, collectively, the Obligations and all
         obligations, liabilities and Indebtedness of Debtor under or in respect
         of this Agreement and the Guaranty.

         "MOTOR VEHICLES" means motor vehicles, tractors, trailers and other
         like property, whether or not the title thereto is governed by a
         certificate of title or ownership.

         "PATENTS" means any patents and patent applications, including, without
         limitation, the inventions and improvements described and claimed
         therein, all patentable inventions, and the reissues, divisions,
         continuations, renewals, extensions and continuations-in-part of any of
         the foregoing, all of the goodwill of the business connected with the
         use of, and symbolized by all of the foregoing, and all income,
         royalties, damages and payments now or hereafter due and/or payable
         under or with respect to any of the foregoing, including, without
         limitation, damages and payments for past, present and future
         infringements of any of the foregoing and the right to sue for past,
         present and future infringements of any of the foregoing.

         "PPSA" shall mean the Personal Property Security Act (Alberta) as in
         effect from time to time.

         "PROCEEDS" means proceeds, as such term is defined in the PPSA and, in
         any event, includes, without limitation, (a) any and all proceeds of
         any insurance, indemnity, warranty or guaranty payable with respect to
         any of the Collateral, (b) any and all payments (in any form
         whatsoever) made or due and payable from time to time in connection
         with any requisition, confiscation, condemnation, seizure or forfeiture
         of all or any part of the Collateral by any governmental body,
         authority, bureau or agency (or any Person acting under color of
         governmental authority), and (c) any and all other amounts from time to
         time paid or payable under, in respect of or in connection with any of
         the Collateral.

2

<PAGE>

         "RECORD" shall mean a record relating to an Intangible or Account.

         "RELATED DOCUMENTS" means all intercompany agreements, management
         agreements, documents relating to indebtedness, capital leases,
         occupancy leases and other material contracts to which the Debtor is a
         party.

         "REPRESENTATIVE" means any Person acting as agent, representative or
         trustee on behalf of Secured Party from time to time.

         "SOFTWARE" means all software as such term is understood in the
         ordinary course, now owned or hereafter acquired by a Debtor, other
         than software embedded in any category of Goods, including, without
         limitation, all computer programs and all supporting information
         provided in connection with a transaction related to any program.

         "TRADEMARKS" means any trademarks, trade names, corporate names,
         company names, business names, fictitious business names, trade styles,
         service marks, logos, other business identifiers, prints and labels on
         which any of the foregoing have appeared or appear, all registrations
         and recordings thereof, and all applications in connection therewith,
         including, without limitation, the trademarks and applications listed
         in Schedule III attached hereto and renewals thereof, all of the
         goodwill of the business connected with the use of, and symbolized by
         each of the foregoing, and all income, royalties, damages and payments
         now or hereafter due and/or payable under or with respect to any of the
         foregoing, including, without limitation, damages and payments for
         past, present and future infringements of any of the foregoing and the
         right to sue for past, present and future infringements of any of the
         foregoing.

         "UNIFORM COMMERCIAL CODE" shall mean the Uniform Commercial Code of any
         applicable state where registration is required to perfect a security
         interest in the Collateral.

         SECTION 2.        REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTORS.
After giving effect to the transactions contemplated under the Loan Documents
and the Related Documents, Debtor represents and warrants to, and covenants
with, Secured Party, for the benefit of Secured Party and the Lenders, as
follows:

         (a)      Debtor has full rights to transfer the Collateral in which it
                  purports to grant a security interest pursuant to Section 3
                  hereof (subject, with respect to after-acquired Collateral, to
                  Debtor acquiring an interest in same) and grant to Secured
                  Party, for the benefit of Secured Party and the Lenders, a
                  perfected, first priority (other than with respect to property
                  or assets covered by Priority Permitted Liens) security
                  interest and Lien in the Collateral pursuant to this
                  Agreement. Upon the execution and delivery of this Agreement,
                  and upon the filing of the necessary Uniform Commercial Code,
                  and Personal Property Security Act financing statements in the
                  jurisdictions listed on Schedule I attached hereto, and/or
                  appropriate filings and/or delivery of the necessary
                  Instruments and certificates (duly endorsed by Debtor and
                  accompanied by appropriate instruments of transfer duly
                  executed by Debtor) evidencing an equity interest, control
                  and/or possession, as applicable, without any further action,
                  Secured Party, for the benefit of Secured Party and the
                  Lenders, will have a good, valid, first priority (other than
                  with respect to property or assets covered by Priority
                  Permitted Liens) and perfected Lien and security interest in
                  the Collateral, subject to no transfer or other restrictions
                  or Liens of any kind in favor of any other Person except for
                  Permitted Liens. No financing statement relating to any of the
                  Collateral is on file in any public office except those (i) on
                  behalf of Secured Party, for the benefit of Secured Party and
                  the Lenders, (ii) in connection with Permitted Liens, and/or
                  (iii) in favour of Royal Bank of Canada which registrations
                  have or will be discharged as a result of the payout of such
                  secured party with part of the proceeds of the initial advance
                  made pursuant to the Loan Documents.

3

<PAGE>

                  Debtor represents and warrants to Secured Party that it is not
                  party to any agreement, document or instrument that conflicts
                  with this Section 2.

         (b)      all of the Equipment, Inventory and Goods owned by Debtor is
                  located at the places as specified on Schedule I attached
                  hereto. Except as disclosed on Schedule I, none of the
                  Collateral is in the possession of any bailee, warehousemen,
                  processor or consignee. Schedule I discloses Debtor's name as
                  of the date hereof as it appears in official filings in the
                  state of its incorporation, formation or organization, as
                  applicable, the type of entity of Debtor (including
                  corporation, partnership, limited partnership or limited
                  liability company), organizational identification number
                  issued by Debtor's province of incorporation, formation or
                  organization, as applicable (or a statement that no such
                  number has been issued), all applicable identification numbers
                  required for corporate identification, as applicable, state of
                  incorporation, formation or organization, as applicable, and
                  the chief place of business, chief executive office and the
                  office where Debtor keeps its books and records. Debtor has
                  only one jurisdiction of incorporation, formation or
                  organization, as applicable. Debtor (including any Person
                  acquired by Debtor) does not do business and has not done
                  business during the past five (5) years under any trade name
                  or fictitious business name except as disclosed on Schedule II
                  attached hereto;

         (c)      no Copyrights, Patents or Trademarks have been adjudged
                  invalid or unenforceable or have been canceled, in whole or in
                  part, or are not presently subsisting. Each of such
                  Copyrights, Patents and Trademarks is valid and enforceable.
                  Debtor is the sole and exclusive owner of the entire and
                  unencumbered right, title and interest in and to each of such
                  Copyrights, Patents and Trademarks, free and clear of any
                  Liens, charges and encumbrances, including without limitation
                  licenses, shop rights and covenants by Debtor not to sue third
                  persons. Debtor has adopted, used and is currently using, or
                  has a current bona fide intention to use, all of such
                  Trademarks and Copyrights. Debtor has no notice of any suits
                  or actions commenced or threatened with reference to the
                  Copyrights, Patents or Trademarks;

         (d)      Debtor agrees to deliver to Secured Party an updated Schedule
                  I within five (5) days of any change thereto; provided, that
                  delivery or receipt of such subsequent disclosure shall not
                  relieve or otherwise constitute a waiver by Secured Party or
                  any Lender or a cure of any Default or Event of Default
                  resulting in connection with the matters disclosed or a breach
                  of the underlying covenant, representation or warranty
                  (regardless of such disclosure); and

         (e)      all deposit accounts and other accounts maintained by Debtor
                  are described on Schedule I hereto, which description includes
                  for each such account the name, address and telephone and
                  facsimile numbers of the financial institution at which such
                  account is maintained, the account number and the account
                  officer, if any, of such account. Debtor shall not open any
                  new accounts unless Debtor shall have given Secured Party ten
                  (10) Business Days' prior written notice of its intention to
                  open any such new accounts. Debtor shall deliver to Secured
                  Party a revised version of Schedule I showing any changes
                  thereto within five (5) Business Days of any such change.
                  Debtor hereby authorizes the financial institutions at which
                  Debtor maintains an account to provide Secured Party with such
                  information with respect to such account as Secured Party from
                  time to time reasonably may request, and Debtor hereby
                  consents to such information being provided to Secured Party.

         SECTION 3.        COLLATERAL. As collateral security for the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the Liabilities, Debtor hereby pledges and grants to Secured
Party, for the benefit of Secured Party and the Lenders, a Lien on and security
interest in and to all of Debtor's right, title and interest in all personal
property, whether now owned by Debtor or in which the Debtor hereafter acquires
an interest and whether now existing or hereafter coming into

4

<PAGE>

existence and wherever located (all being collectively referred to herein as
"COLLATERAL"), including, without limitation, all of:

         (a)      the Instruments of Debtor, together with all payments thereon
                  or thereunder;

         (b)      all Accounts;

         (c)      all Inventory;

         (d)      all Intangibles;

         (e)      all Equipment;

         (f)      all Documents;

         (g)      all Contracts;

         (h)      all Goods;

         (j)      all deposit accounts, including, without limitation, the
                  balance from time to time in all bank accounts maintained by
                  Debtor; and

         (k)      all other tangible and intangible property of Debtor,
                  including, without limitation, all Proceeds, tort claims,
                  products, accessions, rents, profits, income, benefits,
                  substitutions, additions and replacements of and to any of the
                  property of Debtor described in the preceding clauses of this
                  Section 3 (including, without limitation, any proceeds of
                  insurance thereon, insurance claims and all rights, claims and
                  benefits against any Person relating thereto), other rights to
                  payments not otherwise included in the foregoing and all
                  books, correspondence, files, Records, invoices and other
                  papers, including without limitation all tapes, cards,
                  computer runs, computer programs, computer files and other
                  papers, documents and Records in the possession or under the
                  control of Debtor or any computer bureau or service company
                  from time to time acting for Debtor.

         SECTION 4.        COVENANTS; EVENTS OF DEFAULT; REMEDIES. In
furtherance of the grant of the pledge and security interest pursuant to Section
3 hereof, Debtor hereby agrees with Secured Party, for the benefit of Secured
Party and the Lenders, as follows:

         4.1      COVENANTS

         (a)      Affirmative Covenants. Each of the affirmative covenants
                  applicable to the Debtor as set out in Article VI of the
                  Credit Agreement is hereby specifically adopted and
                  incorporated by reference herein.

         (b)      Negative Covenants. Each of the negative covenants applicable
                  to the Debtor as set out in Article VII of the Credit
                  Agreement is hereby specifically adopted and incorporated by
                  reference herein.

         (c)      Perfection. Prior to or concurrently with the execution and
                  delivery of this Agreement, Debtor shall:

                  (i)      file such financing statements, assignments for
                           security and other documents in such offices as may
                           be necessary or as Secured Party or its
                           Representative may request to perfect the security
                           interests granted by Section 3 of this Agreement;

                  (ii)     at Secured Party's request, deliver to Secured Party
                           or its Representative the originals of all
                           Instruments which are capable of perfection of
                           security interest by

5

<PAGE>

                           possession together with, in the case of Instruments
                           constituting promissory notes, allonges attached
                           thereto showing such promissory notes to be payable
                           to the order of a blank payee;

                  (iii)    as to Motor Vehicles which are owned or registered in
                           a jurisdiction which is a title jurisdiction at
                           Secured Party's request, deliver to Secured Party or
                           its Representative the originals of all Motor Vehicle
                           titles, if any, duly indorsed indicating Secured
                           Party's interest therein as lienholder;

                  (iv)     at Secured Party's request, deliver to Secured Party
                           or its Representative instruments representing or
                           evidencing all Investment Property, in suitable form
                           for transfer by delivery or accompanied by applicable
                           endorsements, where necessary, or duly executed
                           instruments of transfer or assignment in blank, all
                           in form and substance satisfactory to Secured Party;

                  (v)      take any other action or do any other thing
                           reasonably required by Secured Party or its
                           Representative so that Secured Party shall have a
                           first priority perfected security interest in the
                           Collateral, subject only to Permitted Liens; and

                  (vi)     deliver the original of shares certificates which are
                           the subject matter of the security and pledge granted
                           in favour of the Secured Party.

         4.2      EVENTS OF DEFAULT. The occurrence of any one or more of the
Events of Default provided for in Article VIII of the Credit Agreement shall
constitute an Event of Default under this Agreement.

         4.3      REMEDIES AFTER DEFAULT.

         (a)      Upon the occurrence and continuance of an Event of Default,
                  the Secured Party and its Representatives shall have the right
                  to exercise any and all rights available to them at law, in
                  equity or pursuant to the Credit Agreement as set out in
                  Article IX of the Credit Agreement.

         (b)      Upon the occurrence and continuance of an Event of Default, in
                  addition to the rights made available to the Secured Party
                  pursuant to Section 4.3(a) of this Agreement, the Secured
                  Party may also appoint, remove and reappoint any person or
                  persons, including an employee of the Secured Party to be a
                  receiver (the "RECEIVER") which term shall include a receiver
                  and manager of, or agent for, all or any part of the
                  Collateral. Any such Receiver shall, as far as concerns
                  responsibility for his acts, be deemed to be the agent of
                  Debtor and not of Secured Party, and Secured Party shall not
                  in any way be responsible for any misconduct, negligence or
                  nonfeasance of such Receiver, his employees or agents, other
                  than its gross negligence or willful misconduct. Except as
                  otherwise directed by Secured Party, all money received by
                  such Receiver shall be received in trust for and paid to
                  Secured Party. Such Receiver shall have all of the powers and
                  rights of Secured Party described in this Agreement and in the
                  Credit Agreement. Secured Party may, either directly or
                  through its agents or nominees, exercise any or all powers and
                  rights of a Receiver, and, specifically, to facilitate the
                  realization of the Collateral the Secured Party may carry on
                  or concur in the carrying on of all or any part of the
                  business of the Debtor and may to the exclusion of all others,
                  including the Debtor, enter upon, occupy and use all or any of
                  the premises, buildings, plant and undertaking of or occupied
                  or used by the Debtor and use all or any of the tools,
                  machinery and equipment of the Debtor for such time as the
                  Secured Party sees fit, free of charge, to manufacture or
                  complete the manufacture of any inventory and to pack and ship
                  the finished product, and the Secured Party shall not be
                  liable to the Debtor for any neglect in so doing or in respect
                  of any rent, charges, depreciation or damages in connection
                  with such actions. Debtor shall pay all costs, charges and
                  expenses incurred by Secured Party or any Receiver, whether
                  directly or for services rendered (including,

6

<PAGE>

                  without limitation, solicitor's costs on a solicitor and his
                  own client basis, auditor's costs, other legal expenses and
                  Receiver remuneration) in enforcing this Agreement and in
                  enforcing or collecting Obligations and all such expenses
                  together with any money owing as a result of any borrowing
                  permitted hereby shall be a charge on the proceeds of
                  realization and shall be secured hereby.

         SECTION 5.        TERMINATION. This Agreement and the Liens and
security interests granted hereunder shall not terminate until the termination
of the Credit Agreement and the full and complete performance and indefeasible
satisfaction of all the Liabilities (other than contingent indemnification
Obligations to the extent no claim giving rise thereto has been asserted),
whereupon Secured Party shall forthwith cause to be assigned, transferred and
delivered, against receipt but without any recourse, warranty or representation
whatsoever, any remaining Collateral to or on the order of Debtor.

         SECTION 6.        FURTHER ASSURANCES.

         (a)      At any time and from time to time, upon the written request of
                  Secured Party or its Representative, and at the sole expense
                  of Debtor, Debtor will promptly and duly execute and deliver
                  any and all such further instruments, documents and agreements
                  and take such further actions as Secured Party or its
                  Representative may reasonably require in order for Secured
                  Party to obtain the full benefits of this Agreement and of the
                  rights and powers herein granted in favor of Secured Party,
                  including, without limitation, using Debtor's best efforts to
                  secure all consents and approvals necessary or appropriate for
                  the assignment to Secured Party of any Collateral held by
                  Debtor or in which a Debtor has any rights not heretofore
                  assigned, the filing of any financing or continuation
                  statements under the Uniform Commercial Code and the PPSA with
                  respect to the Liens and security interests granted hereby,
                  transferring Collateral to Secured Party's possession (if a
                  security interest in such Collateral can be perfected by
                  possession), placing the interest of Secured Party as
                  lienholder on the certificate of title of any Motor Vehicle
                  and obtaining waivers of Liens from landlords and mortgagees.
                  Debtor also hereby authorizes Secured Party and its
                  Representative to file any such financing or continuation
                  statement without the signature of Debtor to the extent
                  permitted by applicable law.

         (b)      Upon the request of Secured Party, Debtor shall procure
                  insurers' acknowledgments of any assignments of key man life
                  insurance policies (if any) which may be assigned to Secured
                  Party as additional security for the Liabilities and will take
                  all such further action as required by any insurer or Secured
                  Party in connection with any such assignment.

         SECTION 7.        LIMITATION ON DUTY OF SECURED PARTY. The powers
conferred on Secured Party under this Agreement are solely to protect Secured
Party's interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Secured Party shall be accountable only for amounts
that it actually receives as a result of the exercise of such powers and neither
Secured Party nor its Representative nor any of their respective officers,
directors, employees or agents shall be responsible to Debtor for any act or
failure to act, except for willful misconduct. Without limiting the foregoing,
Secured Party and any Representative shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in their
possession if such Collateral is accorded treatment substantially equivalent to
that which the relevant Secured Party or any Representative, in its individual
capacity, accords its own property consisting of the type of Collateral
involved, it being understood and agreed that neither Secured Party nor any
Representative shall have any responsibility for taking any necessary steps
(other than steps taken in accordance with the standard of care set forth above)
to preserve rights against any Person with respect to any Collateral.

Also without limiting the generality of the foregoing, neither Secured Party nor
any Representative shall have any obligation or liability under any Contract or
license by reason of or arising out of this Agreement or the granting to Secured
Party of a security interest therein or assignment thereof or the receipt by
Secured Party or any Representative of any payment relating to any Contract or
license pursuant hereto,

7

<PAGE>

nor shall Secured Party or any Representative be required or obligated in any
manner to perform or fulfill any of the obligations of Debtor under or pursuant
to any Contract or license, or to make any payment, or to make any inquiry as to
the nature or the sufficiency of any payment received by it or the sufficiency
of any performance by any party under any Contract or license, or to present or
file any claim, or to take any action to collect or enforce any performance or
the payment of any amounts which may have been assigned to it or to which it may
be entitled at any time or times.

         SECTION 8.        MISCELLANEOUS.

         8.1      NO WAIVER. No failure on the part of Secured Party or any of
its Representatives to exercise, and no course of dealing with respect to, and
no delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by Secured Party or any
of its Representatives of any right, power or remedy hereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
remedy. The rights and remedies hereunder provided are cumulative and may be
exercised singly or concurrently, and are not exclusive of any rights and
remedies provided by law.

         8.2      GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York without
giving effect to its choice of law provisions. Debtor hereby agrees in favour of
the Secured Party that the Secured Party may, in its Permitted Discretion, and
to the extent the Secured Party determines such is required or desirable in
furtherance of its rights and remedies hereunder, declare that any portion or
all of the terms of this Agreement and the rights and remedies of the Secured
Party are subject to and governed by the laws of the Province of Alberta and the
Debtor hereby attorn to the jurisdiction of the courts of Alberta to the extent
the Secured Creditor takes any step or action in such court for the enforcement
of its rights and remedies hereunder.

         8.3      NOTICES. All notices, approvals, requests, demands and other
communications hereunder shall be given in accordance with the notice provisions
of the Credit Agreement.

         8.4      AMENDMENTS, ETC. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by Debtor and
Secured Party. Any such amendment or waiver shall be binding upon Secured Party
and Debtor and their respective successors and assigns.

         8.5      SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of each of the
parties hereto, provided, that no Debtor shall assign or transfer its rights
hereunder without the prior written consent of Secured Party.

         8.6      COUNTERPARTS; HEADINGS. This Agreement may be authenticated in
any number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may authenticate this
Agreement by signing any such counterpart. This Agreement may be authenticated
by manual signature, facsimile or, if approved in writing by Secured Party,
electronic means, all of which shall be equally valid. The headings in this
Agreement are for convenience of reference only and shall not alter or otherwise
affect the meaning hereof.

         8.7      SEVERABILITY. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(a) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of Secured Party and its
Representative in order to carry out the intentions of the parties hereto as
nearly as may be possible and (b) the invalidity or unenforceability of any
provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

         8.8      OTHER LOAN DOCUMENTS. This Agreement supplements the other
Loan Documents and nothing in this Agreement shall be deemed to limit or
supersede the rights granted to Secured Party or the Lenders or their agent in
any other Loan Document. In the event of any conflict between this Agreement and
the Credit Agreement, the provisions of the Credit Agreement shall govern.

8

<PAGE>

         8.9      SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF
VENUE. ANY JUDICIAL PROCEEDING AGAINST DEBTOR WITH RESPECT TO THE LIABILITIES OR
THIS AGREEMENT MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT OF COMPETENT
JURISDICTION LOCATED IN THE STATE OF NEW YORK. BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, DEBTOR (I) ACCEPTS THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID
COURTS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY, (II)
WAIVES PERSONAL SERVICE OF PROCESS, (III) AGREES THAT SERVICE OF PROCESS UPON IT
MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, PURSUANT
TO SECTION 13.5 OF THE CREDIT AGREEMENT, AND (IV) WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND AGREES NOT TO
ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION, VENUE, CONVENIENCE OR FORUM
NON CONVENIENS. NOTHING SHALL AFFECT THE RIGHT OF SECURED PARTY OR ANY LENDER OR
ANY OF THEIR REPRESENTATIVES TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR
SHALL LIMIT THE RIGHT OF SECURED PARTY OR ANY LENDER OR ANY OF THEIR
REPRESENTATIVES TO BRING PROCEEDINGS AGAINST DEBTOR IN THE COURTS OF ANY OTHER
JURISDICTION HAVING JURISDICTION. ANY JUDICIAL PROCEEDINGS AGAINST SECURED PARTY
OR ANY LENDER OR ANY OF THEIR REPRESENTATIVES INVOLVING, DIRECTLY OR INDIRECTLY,
THE LIABILITIES OR THIS AGREEMENT SHALL BE BROUGHT ONLY IN A FEDERAL OR STATE
COURT LOCATED IN THE STATE OF NEW YORK. ALL PARTIES ACKNOWLEDGE THAT THEY
PARTICIPATED IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT WITH THE
ASSISTANCE OF COUNSEL AND THAT, ACCORDINGLY, NO PARTY SHALL MOVE OR PETITION A
COURT CONSTRUING THIS AGREEMENT TO CONSTRUE IT MORE STRINGENTLY AGAINST ONE
PARTY THAN AGAINST ANY OTHER.

         8.10     WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR INCIDENTAL
TO THE DEALINGS OF THE PARTIES WITH RESPECT TO THIS AGREEMENT, WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 5.10
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES TO THE WAIVER
OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

      [Remainder of page intentionally left blank, signature page follows]

9

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered as of the date first above written.

                                 DEBTORS
                                 COMMONWEALTH SEAGER HOLDINGS LTD. an
                                 Alberta corporation

                                 By:  /s/ Barry Schadeck
                                    -------------------------------------------
                                 Name:    Barry Schadeck
                                 Title:   President

                                 Attention: Barry Wasney
                                 Telephone: 780 447.4565
                                 FAX:       780 451-0544
                                 E-MAIL:    barry.wasney@corrpro.ca

                                 CORRPRO CANADA, INC. an Alberta corporation

                                 By:  /s/ Barry Schadeck
                                    -------------------------------------------
                                 Name:    Barry Schadeck
                                 Title:   President

                                 Attention: Barry Wasney
                                 Telephone: 780 447.4565
                                 FAX:       780 451-0544
                                 E-MAIL:    barry.wasney@corrpro.ca

                                 BORZA INSPECTIONS LTD., an Alberta corporation

                                 By:  /s/ Barry Schadeck
                                    -------------------------------------------
                                 Name:    Barry Schadeck
                                 Title:   President

                                 Attention: Barry Wasney
                                 Telephone: 780 447.4565
                                 FAX:       780 451-0544
                                 E-MAIL:    barry.wasney@corrpro.ca

10

<PAGE>

                                   SECURED PARTY:
                                   CAPITALSOURCE FINANCE LLC, a Delaware limited
                                   liability company, as Agent
                                   By:      /s/ Joseph Turitz
                                          -----------------------------------
                                   Name:    Joseph Turitz
                                   Title:   General Counsel
                                   CapitalSource Finance LLC
                                   4445 Willard Avenue, 12th Floor
                                   Chevy Chase, Maryland 20815
                                   Attention: Corporate Finance Group, Portfolio
                                   Manager
                                   Telephone: (301) 841-2700
                                   Fax: (301) 841-2360
                                   E-mail: gcoates@capitalsource.com

11


</TEXT>
</DOCUMENT>
