EXHIBIT 4.24 FIRST AMENDMENT AND WAIVER TO NOTE AND EQUITY PURCHASE AGREEMENT

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                                                                    EXHIBIT 4.24

                           FIRST AMENDMENT AND WAIVER

                      TO NOTE AND EQUITY PURCHASE AGREEMENT

      THIS FIRST AMENDMENT AND WAIVER TO NOTE AND EQUITY PURCHASE AGREEMENT

(this "Amendment") is entered into as of June 29, 2005 by and among CORRPRO

COMPANIES, INC., an Ohio corporation ("Parent"), CCFC, INC., a Nevada

corporation ("CCFC"), OCEAN CITY RESEARCH CORP., a New Jersey corporation

("OCRC"), and CORRPRO INTERNATIONAL, INC. (f/k/a Corrpro Companies Latin

America, Inc.), a Delaware corporation ("Intermediate Holdings", and together

with Parent, CCFC and OCRC, the "US Loan Parties"), COMMONWEALTH SEAGER HOLDINGS

LTD., a corporation amalgamated under the laws of the Province of Alberta,

Canada and a Foreign Wholly-Owned Subsidiary of Intermediate Holdings

("Commonwealth Seager"), CORRPRO CANADA, INC., a corporation amalgamated under

the laws of the Province of Alberta, Canada ("Corrpro Canada"), and BORZA

INSPECTIONS LTD., a corporation amalgamated under the laws of the Province of

Alberta, Canada ("Borza"; Commonwealth Seager, Corrpro Canada and Borza are

sometimes referred to herein collectively as the "Canadian Loan Parties", and US

Loan Parties and the Canadian Loan Parties are sometimes referred to herein

collectively as the "Loan Parties"), the securities purchasers that are now and

hereafter at any time parties hereto and are listed in Annex A (or any amendment

or supplement thereto) attached hereto (each a "Purchaser" and collectively,

"Purchasers"), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware

corporation ("ACFS"), as administrative agent for Purchasers (in such capacity

"Agent").

                                   WITNESSETH:

      WHEREAS, the Loan Parties, the Purchasers and the Agent have entered into

that certain Note and Equity Purchase Agreement, dated of March 30, 2004 (as the

same may be amended, restated, supplemented or otherwise modified from time to

time, the "Purchase Agreement");

      WHEREAS, the Loan Parties have advised Agent that an Event of Default has

occurred pursuant to Section 8.1(d) of the Purchase Agreement for the Loan

Parties failure to comply with Subsection 7.2(a)(v) by exceeding the limit of

Capitalized Lease Obligations permitted thereunder as in effect prior to the

date hereof (the "Existing Default"); and

      WHEREAS, the Loan Parties have requested that Agent and Purchasers waive

the Existing Default and amend Subsection 7.2(a)(v) and Agent and Purchasers are

willing to do so subject to the terms and conditions set forth herein.

      NOW, THEREFORE, in consideration of the mutual agreements, provisions and

covenants contained herein, the parties agree as follows:

      1. Defined Terms. Capitalized terms used but not defined herein shall have

the meanings ascribed to them in the Purchase Agreement.

      2. Amendment. Subject to the terms and provisions of this Amendment,

clause (v) of Subsection 7.2(a) is hereby restated in its entirety to read as

follows:

      "(v) indebtedness of the Loan Parties not to exceed $500,000 in the

aggregate

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      at any time outstanding consisting of Capitalized Lease Obligations;"

      3.     Limited Waiver. Subject to the terms and conditions set forth in

this Amendment, Agent and Purchasers hereby irrevocably waive the Existing

Default. Nothing contained herein shall be deemed to constitute a waiver of

compliance with any term or condition contained in the Purchase Agreement or any

of the other Purchase Documents except as expressly stated herein, or constitute

a course of conduct or dealing among the parties. Except as expressly stated

herein, Agent and Purchasers reserve all rights, privileges and remedies under

the Purchase Documents. Except as expressly stated herein, the Purchase

Agreement and other Purchase Documents remain unmodified and in full force and

effect.

      4.     Conditions. The effectiveness of this Amendment is subject to the

following conditions precedent:

            (a) except for the Existing Default, no Default or Event of Default

shall have occurred and be continuing;

            (b) the execution and delivery of this Amendment by each Loan Party,

Agent and Purchasers;

            (c) the representations and warranties contained herein are true and

correct;

            (d) all corporate proceedings taken in connection with the

transactions contemplated by this Amendment and all documents, instruments and

other legal matters incident thereto shall be satisfactory to Agent and its

legal counsel; and

            (e) certain provisions of the Senior Credit Agreement shall have

been amended or waived to permit the transactions contemplated by this

Amendment, in form and substance reasonably satisfactory to Agent and the

Purchasers.

      5.     Representations and Warranties. Each Loan Party hereby represents

and warrants to Agent and Purchasers as follows:

            (a) such Loan Party is a corporation duly organized, validly

existing and in good standing under the laws of the jurisdiction of its

incorporation or amalgamation, as appl