Exhibit 10(a)

THIRD AMENDMENT TO CREDIT AGREEMENT

AND REAFFIRMATION OF SUBSIDIARY GUARANTY

This THIRD AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF SUBSIDIARY GUARANTY, dated as of September 10, 2004, (the “Third Amendment”), entered into by and among QUIXOTE CORPORATION, a Delaware corporation (the “Borrower”), each of the LENDER INSTITUTIONS named as Lender on the signature pages hereof, (individually each a “Lender” and collectively the “Lenders”), those SIGNIFICANT DOMESTIC INCORPORATED SUBSIDIARIES, as Subsidiary Guarantors named on the signature pages hereof (each being referred to herein as a “Guarantor” and collectively referred to herein as the “Guarantors”), and THE NORTHERN TRUST COMPANY, as Administrative Agent for itself and the other Lenders, (in such capacity, together with its successors in such capacity, the “Administrative Agent”) whose address is 50 South LaSalle Street, Chicago, Illinois 60675.

R E C I T A L S:

A. The Borrower and the Lenders entered into that certain Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of December 9, 2003 (the “First Amendment”) and by a Second Amendment, dated as of June 30, 2004 (the “Second Amendment”) (collectively, the “Credit Agreement”), pursuant to which Credit Agreement the Lenders have made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes, dated as of May 16, 2003, in the maximum aggregate principal amount of Fifty Million Dollars and 00/100 ($50,000,000), executed by the Borrower and made payable pro rata to the order of the Lenders (the “Revolving Notes”) and (ii) Term Loans to the Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the aggregate principal amount of Twenty Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made payable pro rata to the order of the Lenders (the “Term Notes”).

B. In connection with the Credit Agreement, the Guarantors executed and delivered to the Administrative Agent, as a condition to the Credit Agreement, that certain Subsidiary Guaranty, dated as of May 16, 2003, as reaffirmed by the First Amendment, in favor of the Administrative Agent for the ratable benefit of the Lenders (the “Subsidiary Guaranty”).

C. In connection with the Credit Agreement, as amended by the Second Amendment, Borrower, to secure its Obligations, executed and delivered a Pledge Agreement, a Collateral Assignment of Rights under Parent Guaranty and, together with each Subsidiary Guarantor, a Security Agreement, each dated as of June 30, 2004 and in favor of the Administrative Agent.

D. In connection with the Credit Agreement, as amended by the Second Amendment, Energy Absorption Systems (AL) LLC (“Energy Absorption LLC”) executed and delivered a Leasehold Mortgage against its leasehold interest in the Alabama Property, as defined in the Credit Agreement.

E. The Borrower has informed the Administrative Agent and Lenders that as of September 30, 2004 and for some period thereafter, Borrower may not be in compliance with certain financial covenants, as currently in effect, including, without limitation, the “Maximum Leverage Ratio,” and “Minimum EBITDA Ratio” covenants under Sections 7.4(A) and 7.4(C) respectively of the Credit Agreement.

F. The Borrower has informed the Administrative Agent and Lenders that as of September 13, 2004, Energy Absorption LLC will prepay certain amounts under the Lease and direct that the Bond Trustee redeem the Bond held by Borrower, and Borrower has requested, and the Administrative Agent and Lenders have agreed to consent to the prepayment of the Lease and redemption of the Bond, and upon satisfaction of same, to terminate the Pledge Agreement and remove the Bond as Collateral under the Credit Agreement, provided the Leasehold Mortgage shall remain in full force and effect.

G. The Borrower has informed the Administrative Agent and Lenders that (i) Energy Absorption Systems, Inc. wishes to sell certain undeveloped property in Rocklin, California that is not a part of the California Property, and (ii) Energy Absorption LLC wishes to enter into a lease and financing arrangement with respect to the acquisition, installation and lease of paint line equipment in Pell City, Alabama, and in each case the Administrative Agent and Lenders have agreed to consent to such transactions under the Credit Agreement.

H. At the present time, the Administrative Agent, on behalf of the Lenders, has requested, and Borrower and each Guarantor have agreed to (i) the reduction of the Revolving Loan Commitment, (ii) the modification of the financial covenants in the Credit Agreement; and to secure the Obligations by Borrower under the Credit Agreement and each Guarantor’s obligations under its Subsidiary Guaranty, (iii) the grant by Borrower and each Subsidiary, as applicable, to Administrative Agent of a security interest and lien in the Intellectual Property Collateral, as defined herein, (iv) the grant by Energy Absorption Systems Inc. to Administrative Agent of a Mortgage against the California Property, as defined herein, (v) the grant by Nu-Metrics, Inc. to the Administrative Agent of a mortgage against the Pennsylvania Property, as defined herein, and (vi) the pledge by Borrower of a security interest and lien in all of the common stock of each Significant Domestic Incorporated Subsidiary.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower, the Guarantors, and the Lenders hereby agree as follows:

A G R E E M E N T S:

1. RECITALS. The foregoing Recitals are hereby made a part of this Third Amendment.

2. DEFINITIONS. Capitalized words and phrases used herein without definition shall have the respective meanings ascribed to such words and phrases in the Credit Agreement.

3. AMENDMENTS TO THE CREDIT AGREEMENT.

3.1. Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended (i) by deleting the definition of “Leverage/Fixed Charge Requirement;” (ii) by inserting new definitions of “Bond Redemption,” “California Mortgage,” “California Property,” “Energy Absorption Paint Line Lease,” “Intellectual Property Collateral,” “Patent Expenditures,” “Patent Security Agreement,” “Pennsylvania Mortgage,” “Pennsylvania Property,” “Protect and Direct EBIT,” “Protect and Direct Segment,” “Sale of the Undeveloped Rocklin, California Property,” “Subsidiary Stock Pledge Agreement,” “Third Amendment Period” and “Trademark Security Agreement” and (iii) by amending and restating the definition of “Collateral,” “EBITDA” and “Aggregate Revolving Loan Commitment” to read as follows:

“Aggregate Revolving Loan Commitment,” shall mean the aggregate of the Revolving Loan Commitments of all the Lenders, as may be increased or reduced from time to time pursuant to the terms hereof. From and after September 10, 2004, the Aggregate Revolving Loan Commitment is Thirty-Eight Million Dollars and 00/100 ($38,000,000.00).

“Bond Redemption” shall mean (i) the prepayment of the Lease by Energy LLC in an amount equal to $3,800,000, the outstanding principal and interest on the Bond (“Redemption Price”), (ii) the direction of Energy Absorption LLC to the Bond Trustee to redeem the Bond for the Redemption Price, (iii) the Borrower’s delivery of the Bond to the Trustee for the Redemption Price and (iv) the Trustee’s payment to Borrower, as bondholder, of an amount equal to the Redemption Price.

“California Mortgage” shall mean the mortgage secured by the California Property, in the form of Exhibit E attached hereto.

“California Property” shall mean that property as described in and as collateral pursuant to the California Mortgage.

“Collateral” shall mean (i) the Collateral, as defined in the Security Agreement, (ii) the Mortgaged Property in which Energy Absorption LLC granted a mortgage, security interest and lien under the Leasehold Mortgage, (iii) the subrogation rights of Borrower under the Bond Guaranty as collaterally assigned to Administrative Agent pursuant to the Collateral Assignment, (iv) the California Property on which Energy Absorption Systems Inc. granted a mortgage pursuant to the California Mortgage, (v) the Pennsylvania Property on which Nu-Metrics, Inc. granted a mortgage pursuant to the Pennsylvania Mortgage, (vi) the Intellectual Property Collateral and (vii) the stock of each Subsidiary Guarantor pledged by Borrower pursuant to the Subsidiary Stock Pledge Agreement.

“EBITDA” means, for any period, on a consolidated basis for the Borrower and its Subsidiaries, the sum of the amounts for such period, without duplication, of (i) Net Income, plus (ii) Interest Expense to the extent deducted in computing Net Income, plus (iii) charges against income for foreign, federal, state and

local taxes to the extent deducted in computing Net Income, plus (iv) depreciation expense to the extent deducted in computing Net Income, plus (v) amortization expense, including, without limitation, amortization of goodwill and other intangible assets to the extent deducted in computing Net Income, plus (vi) any unusual non-cash charges to the extent deducted in computing Net Income, plus (vii) the aggregate amount of the Third Amendment Fee and legal fees relating to the Third Amendment paid by Borrower to its counsel and the Administrative Agent’s counsel, minus (viii) any unusual non-cash gains to the extent added in computing Net Income, minus (ix) all gains, plus losses, from Asset Sales and, minus (x) benefits to income for foreign, federal, state and local taxes to the extent added in computing Net Income.

“Energy Absorption Paint Line Lease” shall mean that lease and financing arrangement between Energy Absorption LLC and LaSalle National Leasing Corporation (“LNLC”) in an aggregate amount not to exceed $1,800,000 relating to the acquisition, installation and lease of paint line equipment in Pell City, Alabama, including the guaranty by the Borrower of Energy Absorption LLC’s obligations to LNLC.

“Intellectual Property Collateral” shall mean (i) the Collateral, as defined in the Patent Security Agreement and (ii) the Collateral as defined in the Trademark Security Agreement.

“Patent Expenditures” shall mean expenditures of a Person relating to its obtaining, acquiring, maintaining and defending patents.

“Patent Security Agreement” shall mean the Patent Security Agreement in the form of Exhibit B attached hereto.”

“Pennsylvania Mortgage” shall mean that mortgage secured by the Pennsylvania Property, in the form of Exhibit F attached hereto.

“Pennsylvania Property” shall mean that property as described in and as collateral pursuant to the Pennsylvania Mortgage.

“Protect and Direct EBIT” shall mean for any period, on a consolidated basis, for the Protect and Direct Segment of the Borrower and its Subsidiaries, the sum of the amounts for such period, without duplication of (i) Net Income, plus (ii) Interest expense to the extent deducted in computing Net Income, plus (iii) charges against income for foreign, federal, state and local taxes to the extent deducted in computing Net Income, minus (iv) benefits to income for foreign, federal, state and local taxes to the extent added in computing Net Income(before application of unallocated corporate expenses), calculated on a basis consistent with SEC financial reporting requirements.

“Protect and Direct Segment” shall mean that segment of the business of the Borrower and its Subsidiaries (as distinct from its “Inform” business segment) as reported as its Protect and Direct Segment in its financial reports filed with the SEC.

“Sale of the Undeveloped Rocklin, California Property” shall mean the sale, for a purchase price in the amount of [$1,500,000], by Energy Absorption Systems, Inc. of certain undeveloped real estate in Rocklin, California that is adjacent to, but not a part of, the California Property.

“Subsidiary Stock Pledge Agreement” shall mean the Subsidiary Stock Pledge Agreement, in the form of Exhibit D attached hereto.

“Third Amendment Period” shall mean that period commencing as of the closing date of the Third Amendment through and including September 30, 2005.”

“Trademark Security Agreement” shall mean the Trademark Security Agreement in the form of Exhibit C attached hereto.”

3.2 Section 2.4 of the Credit Agreement. Section 2.4(A) of the Credit Agreement is hereby amended by deleting each reference to “$1,000,000” and “$500,000” and substituting respectively “$250,000” and “$100,000.”

3.3. Section 2 of the Credit Agreement. Section 2.22 of the Credit Agreement is amended and restated in its entirety to read as follows:

“Security of Obligations. As security for the payment of the Obligations, and each Guarantor’s Obligation under its Subsidiary Guaranty, the Borrower and each Guarantor, pursuant to the terms of the Security Agreement, Collateral Assignment, Leasehold Mortgage, Subsidiary Stock Pledge Agreement, Trademark Security Agreement, Patent Security Agreement, Pennsylvania Mortgage and California Mortgage, as applicable, do hereby pledge, assign, transfer and deliver to the Administrative Agent for benefit of Lenders and does hereby grant to the Administrative Agent for benefit of Lenders a continuing and unconditional security interest in and to the Collateral as defined herein.”

3.4. Section 2.4 of the Credit Agreement. Section 2.4(B)(ii) is hereby amended and restated to read as follows:

“(ii) In addition to any other mandatory repayments pursuant to this Section 2.4, on each date after the date of this Agreement on which Borrower or any Subsidiary receives proceeds from the following transactions, Borrower shall make the following mandatory prepayments, except as otherwise provided below; (i) first, to repay the outstanding principal amount of Term Loans against the remaining installments in the inverse order of their maturities, (ii) second, to the extent in excess of the amounts required to be applied pursuant to the preceding clause (i), repay the outstanding principal amount of Revolving Loans (with no required reduction to the Total Revolving Loan Commitment in the case of the preceding clause (ii));

(w) an amount equal to 80% of the Net Sale Proceeds of any Asset Sale shall be applied to repayment of the outstanding principal amount of the Term Loans and an amount equal to the remaining 20% of the Net Sale

5 Proceeds of any Asset Sale shall be applied to repayment of the outstanding principal amount of the Revolving Loans, subject to an allowance for like-kind exchanges in an aggregate amount not to exceed $1,000,000 in any fiscal year, provided 100% of the net proceeds received from the Energy Absorption Paint Line Lease shall be applied to repayment of the Revolving Loans;

(x) an amount equal to 100% of Net Recovery Event Proceeds received from any Recovery Event, provided that so long as no Event of Default then exists, such Net Recovery Event Proceeds shall not be required to be so applied on such date to the extent that Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used (or contractually committed to be used) within 180 days following the date of receipt of such Net Recovery Event Proceeds from such Recovery Event to replace or restore any properties or assets in respect of which such Net Recovery Event Proceeds were paid (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that if all or any portion of such Net Recovery Event Proceeds are not so used (or contractually committed to be used) within such 180-day period, such remaining portion shall be applied as a mandatory repayment as provided above (without giving effect to the immediately preceding proviso);

(y) an amount equal to 100% of the net proceeds received from any issuance of capital stock or any equity interests by Borrower;

(z) an amount equal to 100% of the net proceeds received from the incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 7.3(A) of this Agreement);

(zz) an amount equal to 100% of the proceeds received from any tax refund of Borrower or its Subsidiaries shall be applied to repayment of the Revolving Loans.”

3.5. Section 2.14 of the Credit Agreement. (a) Section 2.14(D) of the Credit Agreement is hereby amended by (i) inserting the following as the first sentence in Sections 2.14(D)(ii) and (iii) and (b) inserting a new subsection (iv) at the end of Section 2.14(D) each to read as follows:

“(ii) During the Third Amendment Period, this Section 2.14(D)(ii) is hereby suspended and of no further force and effect and pricing hereunder shall be determined in accordance with Section 2.14(D)(iv). At all times after termination of the Third Amendment Period, this Section 2.14(D)(ii), as in effect immediately prior to the effectiveness of the Third Amendment, shall be reinstated and in full force and effect.

(iii) During the Third Amendment Period, this Section 2.14(D)(iii) is hereby suspended and of no further force and effect and pricing hereunder shall be determined in accordance with Section 2.14(D)(iv). At all times after termination of the

Third Amendment Period, this Section 2.14(D)(iii), as in effect immediately prior to the effectiveness of the Third Amendment, shall be reinstated and in full force and effect.

(iv) During the Third Amendment Period, the Applicable Eurodollar Margin, Applicable ABR Margin, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage shall be determined as follows:

Eurodollar Margin and L/C Fee Percentage		Applicable ABR Margin		Commitment Fee Percentage
3.50%		1.00 %		.375 %”

3.6. Section 2.21 of the Credit Agreement. Section 2.21 of the Credit Agreement is hereby amended to delete Section 2.21 in its entirety and insert “Intentionally Deleted” in lieu thereof.

3.7. Section 7 of the Credit Agreement. Section 7 is hereby amended to delete Section 7.1(J) in its entirety.

3.8. Section 7.1 of the Credit Agreement. Section 7.1 is hereby amended by inserting new subsections 7.1(A)(v), (vi) and (vii) and a new Sections 7.1(J) and (K) to read as follows:

“(v) Monthly Reports. As soon as practicable, and in any event, no later than the 20 calendar days after the end of each month, the consolidated and consolidating financial statement of Borrower and its Subsidiaries at the end of such period, including balance sheet, statement of income and retained earnings, and management commentary of the financial results for the month then ended, and such other information (including non-financial information) as the Administrative Agent or any Lender may request, in reasonable detail, prepared and certified as accurate by the Borrower.

(vi) Conference Calls. Within 20 calendar days after the end of each month, Borrower, at Administrative Agent’s request, shall make itself available for a conference call with the Lenders to report on its financial results.

(vii) Cash Flow Projections. Commencing on November 30, 2004, on a weekly basis, not later than the second Business Day of each week, cash flow projections measured on a rolling thirteen (13) week basis, in form and substance acceptable to Administrative Agent and Required Lenders.

(J) Field Audits. The Borrower and its Subsidiaries shall allow the Administrative Agent, at Borrower’s sole expense, to conduct a field examination and to engage appraisers to conduct an appraisal of the Collateral, including, without limitation, Collateral consisting of real property and Borrower’s and its Subsidiaries’ business

operations at such locations as the Required Lenders deem appropriate, the result of which must be satisfactory to the Required Lenders in their sole and absolute discretion.

(K) Financial Consultant. On or before October 31, 2004, the Borrower shall retain and maintain at its own cost and expense a recognized third party financial consultant selected by it and reasonably acceptable to the Administrative Agent and the Required Lenders to serve as a financial consultant to the Borrower to evaluate the Borrower’s financial condition, operating performance and business prospects, including reviewing the Borrower’s restructuring initiatives regarding its US Traffic business segment, and to assist the Borrower in the timely preparation and delivery of financial reports and cash flow forecasts, and to perform such other services as the Borrower may require or the Administrative Agent or the Required Lenders may reasonably request (and the Borrower shall provide the Administrative Agent and the Lenders with a copy of the written engagement letter with such financial consultant, which shall be in form and substance acceptable to the Administrative Agent and the Required Lenders, on or before October 31, 2004). The Borrower shall take reasonable steps to assure that such consultant is available for discussion with the Administrative Agent and the Lenders from time to time as any of the Lenders may request regarding the Borrower and its Subsidiaries.”

3.9. Section 7.3 of the Credit Agreement. Section 7.3 of the Credit Agreement is hereby amended as follows:

“(1) Section 7.3(A)(v) is hereby amended by deleting “$3,000,000” and substituting “$1,500,000” in lieu thereof;

(2) Section 7.3(B)(iv) is hereby amended by deleting “10% of the aggregate book value of Consolidated Assets as of the end of the immediately preceding fiscal year” and substituting “$500,000 per annum” in lieu thereof;

(3) Section 7.3(C)(vii) is hereby deleted in its entirety and “Intentionally Deleted” is substituted in lieu thereof;

(4) Section 7.3(D)(ix) is hereby deleted in its entirety and “Intentionally Deleted” is substituted in lieu thereof;

(5) Section 7.3(E)(viii) is hereby deleted in its entirety and “Intentionally Deleted” is substituted in lieu thereof;

(6) Section 7.3(F) of the Credit Agreement entitled “Restricted Payments” is hereby amended and restated to read as follows:

“During the Third Amendment Period, provided, after the Third Amendment Period has expired, Section 7.3(F) of the Credit Agreement, as in effect immediately prior to the effectiveness of the Third Amendment, shall be reinstated hereunder. Borrower shall not declare or make any Restricted

Payments greater than the amount in the aggregate and for the period set forth below:

Six Month Period Ending	Restricted Payment
January 31, 2005	$	1,700,000
July 31, 2005	$	1,800,000

provided, in no event, shall any such Restricted Payment be declared or made, if either, (i) at least $5,000,000 in credit availability under the Revolving Credit Commitment in excess of the amount of such Restricted Payment does not exist for a minimum of thirty (30) consecutive days prior to the date for making such Restricted Payment and for a period of fifteen (15) consecutive days after the date such Restricted Payment was made, or (ii) a Default or Unmatured Event of Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom;”

(7) Section 7.3(G) is hereby amended by inserting the following prior to the sentence, “The Borrower shall not make any Acquisitions” which shall read as follows:

“During the Third Amendment Period, (i) the Borrower shall not make any Acquisitions without the consent of the Administrative Agent and all Lenders and (ii) the remainder of this Section 7.3(G) shall be suspended and of no force and effect, except after the Third Amendment Period has expired, the remainder of this Section 7.3(G) shall be reinstated hereunder.”

(8) A new Section 7.3(O) entitled “Capital Expenditures” is hereby inserted in the Credit Agreement to read as follows:

“Capital Expenditures and Patent Expenditures. The Borrower and its Subsidiaries shall not incur Capital Expenditures and Patent Expenditures in an aggregate amount greater than the amounts and for the period of months as set forth below:

Periods Ending	Capital and Patent Expenditures
09/30/04 (3 months)	$	900,000.00
12/31/04 (6 months)	$	2,200,000.00
03/31/05 (9 months)	$	3,000,000.00
06/30/05 (12 months)	$	3,500,000.00
09/30/05 (3 months)	$	1,600,000.00

provided, in no event shall Borrower offset any cash proceeds received from the Energy Absorption Lease or similar type transaction against future or historic capital expenditures.”

(9) A new Section 7.3(P) entitled “Banking Relationships” is hereby inserted in the Credit Agreement to read as follows:

“Banking Relationship. Borrower covenants and agrees at all times during the term of this Agreement, to utilize one or more of the Lenders as its primary banks of account and depository for all financial services, including all receipts, disbursements, cash management and related services except Borrower may maintain deposit accounts with financial institutions other than the Lenders with aggregate balances not to exceed $2,000,000.”

3.10. Section 7.4 of the Credit Agreement. Section 7.4 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“7.4. Financial Covenants. During the Third Amendment Period, the Borrower shall comply with the following (provided, after the Third Amendment Period has expired, Section 7.4(A) “Maximum Leverage Ratio,” Section 7.4(C) “Minimum EBITDA” and Section 7.4(E) “Fixed Charge Coverage Ratio” as in effect immediately prior to the effectiveness of the Third Amendment, shall be reinstated hereunder and Section 7.4(B) “Minimum Consolidated Net Worth shall remain in effect as stated herein”):

A. Maximum Leverage Ratio. The Maximum Leverage Ratio will be waived, inapplicable, and of no force and effect during the Third Amendment Period. The “Leverage Ratio” shall mean: (i) total Indebtedness of the Borrower and its consolidated Subsidiaries to (ii) EBITDA.

B. Minimum Consolidated Net Worth. The Borrower shall not permit its Consolidated Net Worth at any time to be less than $57,000,000.

C. Minimum EBITDA. The Borrower and its Consolidated Subsidiaries shall maintain minimum EBITDA, measured as of the end of each fiscal month on a rolling cumulative number of months basis, in an amount for such fiscal period set forth below:

Fiscal Month Ending:	Minimum EBITDA
For the three months ended September 30, 2004	$	530,000.00
For the four-months ended October 31, 2004	$	300,000.00
For the five-months ended November 30, 2004	$	515,000.00
For the six-months ended December 31, 2004	$	1,500,000.00
For the seven-months ended January 31, 2005	$	1,400,000.00
For the eight-months ended February 28, 2005	$	1,500,000.00
For the nine-months ended March 31, 2005	$	3,500,000.00
For the ten-months ended April 30, 2005	$	4,400,000.00
For the eleven-months ended May 31, 2005	$	5,800,000.00
For the twelve-months ended June 30, 2005	$	9,700,000.00
For the month ended July 31, 2005	$	1,000,000.00
For the two-months ended August 31, 2005	$	2,100,000.00
For the three-months ended September 30, 2005	$	3,900,000.00

D. Minimum Protect and Direct EBIT. The Borrower and its Consolidated Subsidiaries shall maintain minimum Protect and Direct EBIT, measured as of the end of each fiscal month on a rolling cumulative number of months basis, in an amount for such fiscal month set forth below:

Fiscal Month Ending:	Minimum Protect and Direct EBIT
For the three months ended September 30, 2004	$	2,300,000.00
For the four-months ended October 31, 2004	$	2,900,000.00
For the five-months ended November 30, 2004	$	3,500,000.00
For the six-months ended December 31, 2004	$	4,400,000.00
For the seven-months ended January 31, 2005	$	4,800,000.00
For the eight-months ended February 28, 2005	$	5,200,000.00
For the nine-months ended March 31, 2005	$	6,700,000.00
For the ten-months ended April 30, 2005	$	7,600,000.00
For the eleven-months ended May 31, 2005	$	8,700,000.00
For the twelve-months ended June 30, 2005	$	11,000,000.00
For the month ended July 31, 2005	$	840,000.00
For the two-months ended August 31, 2005	$	1,800,000.00
For the three-months ended September 30, 2005	$	3,300,000.00

E. Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio covenant will be waived, inapplicable, and of no force and effect during the Third Amendment Period. Fixed Charge Coverage Ratio shall mean, for any period, of (i) EBITDA, minus Capital Expenditures and Patent Expenditures to (ii) the sum of cash Interest Expense, plus scheduled payments of the principal of the Term Loans for such period, plus scheduled payments of the principal portion of all other Indebtedness for borrowed money for such period (excluding payments on the Revolving Loans), plus dividends and distributions paid for such period, and taxes paid for such period, as measured on a rolling four quarter basis.”

3.11. Section 8.1 of the Credit Agreement. Section 8.1(A) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“The Borrower shall fail to pay when due any of the Obligations consisting of principal or interest with respect to the Loans or Reimbursement Obligations.”

3.12. Section 12 of the Credit Agreement. Section 12.1 of the Credit Agreement is hereby amended by inserting at the end thereof the following:

“Notwithstanding the foregoing, at any time that any Obligations are secured by real property located in California, no Lender shall exercise a right of setoff, banker’s lien or counterclaim or take any court or administrative action or institute any proceeding to enforce any provision of this Agreement or any Obligation that is not taken by the Administrative Agent or the Required Lenders or approved in writing by the Administrative Agent and the Required Lenders if such setoff or action or proceeding would or might (pursuant to Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure or Section 2924 of the California Civil Code, if applicable, or otherwise) affect or impair the validity, priority or enforceability of the liens granted to the Administrative Agent pursuant to the Collateral Documents or the enforceability of the Obligations, and any attempted exercise by any Lender of any such right without obtaining such consent of the Administrative Agent shall be null and void. This Section shall be solely for the benefit of each of the Lenders hereunder.”

3.13. Revolving Loan Notes. Revolving Loan Notes, in the form of Exhibit A attached hereto is hereby incorporated in the Credit Agreement as Exhibit I replacing the form of Revolving Loan Note set forth therein.

3.14. Patent Security Agreement. The Patent Security Agreement attached hereto as Exhibit B is hereby incorporated in the Credit Agreement as Exhibit P.

3.15. Trademark Security Agreement. The Trademark Security Agreement attached hereto as Exhibit C is hereby incorporated in the Credit Agreement as Exhibit Q attached thereto.

3.16. Subsidiary Stock Pledge Agreement. The Subsidiary Stock Pledge Agreement attached hereto as Exhibit D is hereby incorporated in the Credit Agreement as Exhibit R attached hereto.

3.17. California Mortgage. The California Mortgage attached hereto as Exhibit E is hereby incorporated in the Credit Agreement as Exhibit S attached thereto.

3.18. Pennsylvania Mortgage. The Pennsylvania Mortgage, attached hereto as Exhibit F is hereby incorporated in the Credit Agreement as Exhibit T.

3.19 Lenders’ Consent to Bond Redemption, Sale of the Undeveloped Rocklin, California Property and Energy Absorption Paint Line Lease. The Administrative Agent and the Lenders hereby consent to the Bond Redemption, the Sale of the Undeveloped Rocklin, California Property and Energy Absorption Paint Line Lease as described herein. The Lenders agree that the amounts received by Borrower or its Subsidiaries from the Bond Redemption, the Sale of the Undeveloped Rocklin, California Property and Energy Absorption Paint Line Lease shall not be included in determining whether the $500,000 threshold of Section 7.3(B)(iv) of the Credit Agreement has been exceeded.

4. REAFFIRMATION OF SUBSIDIARY GUARANTY. Each of the Guarantors hereby expressly (a) consents to the execution by the Borrower and the Lenders of this Third Amendment, (b) acknowledges that the “Guaranteed Obligations” (as defined in the Subsidiary Guaranty) includes all of the obligations and liabilities owing from the Borrower to the Administrative Agent and Lenders under and pursuant to the Credit Agreement, as amended from time to time, including, but not limited to, the obligations of the Borrower to the Administrative Agent and the Lenders as evidenced by the Revolving Loan Notes, as modified, extended and/or replaced from time to time, and the Term Loan Notes, as modified, extended and/or replaced from time to time, (c) reaffirms, assumes and binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms and conditions that are contained in the Subsidiary Guaranty, (d) agrees that all such obligations and liabilities under the Subsidiary Guaranty shall continue in full force and effect and shall not be discharged, limited, impaired or affected in any manner whatsoever, except as expressly provided in the Subsidiary Guaranty, (e) represents and warrants that each of the representations and warranties made by such Guarantor in any of the documents executed in connection with the Loans remain true and correct as of the date hereof, in each case as amended by the information provided in any report or notice delivered by the Borrower to the Administrative Agent pursuant to Section 7.1 of the Credit Agreement, and (f) represents and warrants that the organization documents, borrowing resolutions and incumbency certificates of such Guarantor have not been changed or amended since the most recent date that certified copies thereof were delivered to the Lender.

5. REPRESENTATIONS AND WARRANTIES. To induce the Lenders to enter into this Third Amendment, the Borrower hereby certifies, represents and warrants to the Lenders that:

5.1. Organization. The Borrower is a corporation duly organized, existing and in good standing under the laws of the State of Delaware, with all requisite power to conduct its business as presently conducted. The Borrower is duly qualified to do business as a foreign entity under the laws of each jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect in all foreign jurisdictions wherein the nature of its activities require such qualification or licensing. The Articles of Incorporation and Bylaws, borrowing resolutions and incumbency certificate of the Borrower have not been changed or amended since the most recent date that certified copies thereof were delivered to the Lenders. The exact legal name of the Borrower is as set forth in the preamble of this Third Amendment, and the Borrower currently does not conduct, nor has it during the last five (5) years conducted, business under any other name or trade name. The Borrower will not change its name, its organizational identification number, if it has one, its type of organization, its jurisdiction of organization or other legal structure other than in accordance with the Credit Agreement.

5.2. Authorization. The Borrower is duly authorized to execute and deliver this Third Amendment and is and will continue to be duly authorized to borrow monies under the Credit Agreement, as amended hereby, and to perform its obligations under the Credit Agreement, as amended hereby.

5.3. No Conflicts. The execution and delivery of this Third Amendment and the performance by the Borrower of its obligations under the Credit Agreement, as amended

hereby, do not and will not conflict with the articles of incorporation or bylaws of the Borrower or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law or Contractual Obligation of the Borrower, or require termination of any Contractual Obligation, except such breach or default which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

5.4. Validity and Binding Effect. The Credit Agreement, as amended hereby, is a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity.

5.5. Compliance with Credit Agreement. The representation and warranties set forth in Section 6 of the Credit Agreement, as amended hereby, are true and correct in all material aspects with the same effect as if such representations and warranties had been made on the date hereof, with the exception that all references to the financial statements or filings of the Borrower with the Securities and Exchange Commission shall mean the financial statements or filings of the Borrower with the Securities and Exchange Commission most recently delivered to the Lenders, in each case as amended by the information provided in any report or notice delivered by the Borrower to the Administrative Agent pursuant to Section 7.1 of the Credit Agreement, and except for such changes as are specifically permitted under the Credit Agreement. In addition, the Borrower has complied with and is in compliance with all of the covenants set forth in the Credit Agreement, as amended hereby, including, but not limited to, those set forth in Section 7 thereof.

5.6. No Default. As of the date hereof, no Default or Unmatured Default under the Credit Agreement, as amended hereby, has occurred or is continuing.

5.7. No Subordinated Debt Default. As of the date hereof, no default under the Subordinated Note or any of the documents securing the Subordinated Note, or event or condition which, with the giving of notice or the passage of time, or both, would constitute a default under the Subordinated Note or any of the documents securing the Subordinated Note, has occurred or is continuing.

5.8. No Material Adverse Change. There has been no material adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiaries, considered as a whole, from that reflected in the financial statements most recently delivered to the Lenders.

5.9. Sarbanes-Oxley Compliance. The Borrower, the Borrower’s Chief Executive Officer, and the Borrower’s Chief Financial Officer are in compliance with all requirements of Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 and all rules and regulations related thereto.

6. CONDITIONS PRECEDENT AND CONDITIONS SUBSEQUENT.

(A) CONDITIONS PRECEDENT. This Third Amendment shall become effective as of the date above first written after receipt by the Administrative Agent of the following documents:

6.1. Third Amendment. This Third Amendment executed by the Borrower, the Guarantors, the Administrative Agent and the Lenders.

6.2. Revolving Loan Note(s). Revolving Loan Notes, in the form of Exhibit A attached hereto, dated as of the date of the Third Amendment, for each Lender, payable to the order of each Lender in the amount of each Lender’s Pro Rata Share of the Revolving Loan Commitment.

6.3. Patent Security Agreement. A Patent Security Agreement in the form of Exhibit B attached hereto, executed and delivered by Borrower and each Subsidiary, if any, granting a security interest in Patents.

6.4. Trademark Security Agreement. A Trademark Security Agreement, in the form of Exhibit C attached hereto executed and delivered by Borrower and each Subsidiary, if any, granting a security interest in Trademarks.

6.5. Subsidiary Stock Pledge Agreements. A Subsidiary Stock Pledge Agreement in the forms of Exhibit D-1, D-2, D-3 and D-4 attached hereto, executed and delivered by Borrower, Quixote Transportation Systems, Inc., TranSafe Corporation and Energy Absorption Systems, Inc., respectively.

6.6. California Mortgage. A California Mortgage, in the form of Exhibit E attached hereto, executed and delivered by Energy Absorption Systems Inc.

6.7. Pennsylvania Mortgage. A Pennsylvania Mortgage, in the form of Exhibit F attached hereto, executed and delivered by Nu-Metrics, Inc.

6.8. Certificate of the Secretary/Member/Manager. Secretary’s/Managing Member’s Certificate of Borrower and each Subsidiary that is a party to any of the Patent Security Agreement, Trademark Security Agreement, California Mortgage or Pennsylvania Mortgage, in form and substance acceptable to the Administrative Agent, with such attachments as required therein, as to applicable, resolutions, incumbency and signatures of signing Authorized Officers or Managing Member with an attached certificate of good standing issued by the Secretary of State of the state of organization of Borrower and each such Subsidiary.

6.9. Legal Opinion. Legal opinion of Joan Riley, Borrower’s General Counsel, and as counsel to each Subsidiary Guarantor, in form and substance acceptable to the Administrative Agent.

6.10. Evidence of Insurance. Evidence that the Borrower has insurance as required by Section 1.3 of the California Mortgage and Section 1.6 of the Pennsylvania Mortgage, including property, casualty and liability insurance satisfactory to the Administrative Agent, together with: (i) loss payable endorsements naming the Administrative Agent as loss payee with respect to property and casualty insurance covering the California Property and the Pennsylvania Property; and (ii) certificate(s) of insurance(s) and binder(s) naming the Administrative Agent as additional insured with respect to liability insurance covering the California Property and the Pennsylvania Property.

6.11. Flood Zone Determinations. Flood Zone determinations for each of the California Property and Pennsylvania Property, in form and substance acceptable to the Administrative Agent.

6.12. Stock Certificate. Original stock certificates of each Subsidiary Guarantor pledged pursuant to the applicable Subsidiary Stock Pledge Agreement, with duly executed stock powers.

6.13. Amendment Fee. Borrower agrees to pay, on the date of this Amendment, to the Administrative Agent, for the account of the Lenders, an Amendment Fee based upon each Lender’s committed share level set forth below:

Bank	Committed Level		Amendment Fee
Northern Trust	$	15,714,285.71	$	58,928.50
LaSalle Bank	$	15,714,285.71	$	58,928.50
Harris	$	11,785,714.29	$	44,196.43
National City	$	11,785,714.29	$	44,196.43

(B) CONDITIONS SUBSEQUENT. Except as otherwise set forth below, within thirty (30) days of the closing date of this Third Amendment, Borrower shall deliver the following to the Administrative Agent:

6.14. Title Insurance. With respect to each of the California Property and Pennsylvania Property, a mortgagee title insurance policy, current ALTA loan policy form, without survey exception, mechanics’ lien exception or exception for parties in possession, issued by a title insurance company satisfactory to the Administrative Agent (the “Title Insurance Company”), in amounts with respect to each Property acceptable to the Administrative Agent and naming the Administrative Agent as the insured and insuring the California Mortgage and Pennsylvania Mortgage, as applicable to be a valid first, prior and paramount lien upon the California Property and Pennsylvania Property respectively subject only to the permitted exceptions described therein and to customary exceptions for pending disbursements and completion of improvements (“Title Insurance Policy”). The Title Insurance Policy must specifically ensure for claims and questions related to such matters as Administrative Agent may require to the extent available in the State.

6.15. Searches. A report from the Title Insurance Company or the appropriate filing officers of the state and county in which the Pennsylvania Property and California Property is located, indicating that no judgments, tax or other liens, security interests, leases of personalty, financing statements or other encumbrances (other than permitted exceptions and liens and security interests in favor of Administrative Agent) are of record or on file encumbering any portion of the Property, and that there are no judgments, tax liens, pending litigation or bankruptcy actions outstanding with respect to Borrower or any Subsidiary Guarantor.

6.16. Appraisals. With respect to each of the California Property and Pennsylvania Property, appraisals of such Property, satisfactory to the Administrative Agent as to methodology and as to results.

6.17. Engagement Letter. On or before October 31, 2004, an executed copy of the engagement letter between Borrower and the financial consultant retained in accordance with Section 7.1(K) hereof.

6.18. Patent, Trademark and Other Search Results. Satisfactory Patent and Trademark financing statement, judgment and tax lien search results of the Borrower and any Subsidiary Guarantors from such offices or governmental agencies or bodies as the Administrative Agent, in its sole discretion, may request from time to time, indicating that any security agreement to be filed by the Administrative Agent or described above, after being duly and properly filed and recorded, will give the Administrative Agent first priority perfected liens and security interests on and in the Collateral of the Borrower and each Guarantor, except by reason of Permitted Existing Liens or Customary Permitted Liens, and that there are no other lienors or creditors claiming any interest in the Collateral of the Borrower or any Guarantor, except holders of Permitted Existing Liens or Customary Permitted Liens.

7. GENERAL.

7.1. Governing Law; Severability. This Third Amendment shall be construed in accordance with and governed by the laws of Illinois. Wherever possible each provision of the Credit Agreement and this Third Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Credit Agreement and this Third Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Credit Agreement and this Third Amendment.

7.2. Successors and Assigns. This Third Amendment shall be binding upon the Borrower, the Guarantors, the Administrative Agent and the Lenders and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Guarantors, the Administrative Agent and the Lenders and the successors and assigns of the Lenders.

7.3. Continuing Force and Effect of Loan Documents and Subsidiary Guaranty. Except as specifically modified or amended by the terms of this Third Amendment, all other terms and provisions of the Credit Agreement and the other Loan Documents are incorporated by reference herein, and in all respects, shall continue in full force and effect. The

Borrower, by execution of this Third Amendment, hereby reaffirms, assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditions that are contained in the Credit Agreement and the other Loan Documents. Each of the Guarantors, by execution of this Third Amendment, hereby reaffirms, assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditions that are contained in the Subsidiary Guaranty.

7.4. References to Credit Agreement. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, or words of like import, and each reference to the Credit Agreement in any and all instruments or documents delivered in connection therewith, shall be deemed to refer to the Credit Agreement, as amended hereby.

7.5. Expenses. The Borrower shall pay all costs and expenses in connection with the preparation of this Third Amendment and other related Loan Documents, including, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lenders or any affiliate or parent of the Lenders. The Borrower shall pay any and all stamp and other taxes, UCC, trademark or patent search fees, title report or insurance fees, filing fees and other costs and expenses in connection with the execution and delivery of this Third Amendment and the other instruments and documents to be delivered hereunder, and agrees to save the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses.

7.6. Counterparts. This Third Amendment may be executed in any number of counterparts, all of which shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Credit Agreement and Reaffirmation of Subsidiary Guaranty as of the date first above written.

QUIXOTE CORPORATION
A Delaware corporation, as Borrower

By:	/s/Daniel P. Gorey
Name:	Daniel P. Gorey
Title:	Vice President, Chief Financial Officer & Treasurer

Address:		c/o Quixote Corporation
		35 East Wacker Drive
		Chicago, Illinois 60601
Attention:		Daniel P. Gorey

Telephone No.:			(312) 467-6755
Facsimile No.:			9312) 467-1356

QUIXOTE TRANSPORTATION SAFETY, INC.
TRANSAFE CORPORATION
ENERGY ABSORPTION SYSTEMS, INC.
ENERGY ABSORPTION SYSTEMS (AL) LLC
SURFACE SYSTEMS, INC.
NU-METRICS, INC.
HIGHWAY INFORMATION SYSTEMS, INC.
U. S. TRAFFIC CORPORATION
(formerly known as Green Light Acquisition Corporation)
PEEK TRAFFIC CORPORATION,
(formerly known as Vision Acquisition Corporation),
as Guarantors

By:	/s/Daniel P. Gorey
Name:	Daniel P. Gorey
Title:	Vice President and Treasurer

Address:		c/o Quixote Corporation
		35 East Wacker Drive
		Chicago, Illinois 60601
Attention:		Daniel P. Gorey

Telephone No.:			(312) 467-6755
Facsimile No.:			(312) 467-0197

THE NORTHERN TRUST COMPANY, for Itself and,
as Administrative Agent for the Lenders

By:	/s/Jon W. Kreidler
Name:	Jon W. Kreidler
Title:	Officer

Address:		The Northern Trust Company
		50 South LaSalle Street
		Chicago, Illinois 60675
Attention:		Jon W. Kreidler

Telephone No.:			(312) 557-1903
Facsimile No.:			(312) 444-7028

LASALLE BANK NATIONAL ASSOCIATION

By:	/s/Siamak Saidi
Name:	Siamak Saidi
Title:	Commercial Banking Officer

Address:		LaSalle National Association
		135 South LaSalle Street
		Chicago, Illinois 60603
Attention:		Siamak Saidi

Telephone No.:			(312) 904-7734
Facsimile No.:			(312) 904-6546


HARRIS TRUST AND SAVINGS BANK

By:	/s/Derek R. Cook
Name:	Derek R. Cook
Title:	Vice President

Address:		Harris Trust and Savings Bank
		111 West Monroe Street
		Tenth Floor West
		Chicago, Illinois 60603
Attention:		Derek R. Cook

Telephone No.:			(312) 461-3593
Facsimile No.:			(312) 461-2591

NATIONAL CITY BANK OF THE MIDWEST
(f/k/a National City Bank of Michigan/Illinois)

By:	/s/Richard Michalik
Name:	Richard Michalik
Title:	Senior Vice President
Address:		National City Bank of the Midwest
		(f/k/a National City Bank of Michigan/Illinois)
		One North Franklin
		36th Floor
		Chicago, Illinois 60606
Attention:
Telephone No.:			(312) 384-4650
Facsimile No.:			(312) 240-0301

FORM OF REVOLVING LOAN NOTE

$10,857,142.86		Chicago, Illinois
		September 10, 2004

FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION and its registered assigns (the “Lender”), on May 16, 2006, the principal sum of Ten Million Eight Hundred Fifty Seven Thousand One Hundred and Forty Two Dollars and 86/100 ($10,857,142.86), or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower from time to time pursuant to that certain Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of December 9, 2003, a Second Amendment, dated as of June 30, 2004 and a Third Amendment, dated as of the date hereof (together with all amendments, if any, from time to time made thereto, the “Credit Agreement”), among the Borrower, various lenders (including the Lender), and The Northern Trust Company, as Administrative Agent (the “Administrative Agent”).

The Borrower agrees to pay interest on the principal hereof remaining from time to time unpaid in accordance with Section 2.14 of the Credit Agreement.

All payments of principal of and interest on this Note shall be payable in lawful currency of the United States of America at the Administrative Agent’s office at 50 South LaSalle Street, Chicago, Illinois 60675, in immediately available funds.

This Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the Credit Agreement, to which reference is made for a statement of those terms and provisions. Should the indebtedness represented by this Note or any part hereof be collected at law or in equity or in bankruptcy, receivership, or other court proceedings, or this Note be placed in the hands of attorneys for collection after maturity (by declaration or otherwise), the undersigned agrees to pay, in addition to principal and interest due and payable hereon, reasonable attorneys’ and collection fees.

This Revolving Loan Note constitutes a restatement of, and replacement and substitution for, that certain Revolving Note dated as of May 21, 2003 in the maximum principal amount of Fourteen Million Two Hundred Eighty Five Thousand Seven Hundred and Fourteen Dollars and 29/100 ($14,285,714.29), executed by the Borrower and made payable to the order of the Lender (the “Prior Note”). The indebtedness evidenced by the Prior Note is continuing indebtedness evidenced hereby, and nothing herein shall be deemed to constitute a payment, settlement or novation of the Prior Note, or to release or otherwise adversely affect any lien, mortgage or security interest securing such indebtedness or any rights of the Lender against any guarantor, surety or other party primarily or secondarily liable for such indebtedness.

QUIXOTE CORPORATION


By:	/s/Daniel P. Gorey
Name:		Daniel P. Gorey
Title:		Vice President, Chief Financial Officer and Treasurer

Loans made by LASALLE BANK NATIONAL ASSOCIATION (the “Lender”) to QUIXOTE CORPORATION (the “Borrower”) under the Credit Agreement, dated as of May 16, 2003, as amended, among the Borrower, various lenders (including the Lender), and THE NORTHERN TRUST COMPANY, as Administrative Agent, and payments of principal received on the Note to which this Grid is attached:

Date	Amount of Loan	Amount of Principal Paid	Unpaid Principal Balance	Notation By

FORM OF REVOLVING LOAN NOTE

$8,142,857.14		Chicago, Illinois
		September 10, 2004

FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to the order of NATIONAL CITY BANK OF THE MIDWEST and its registered assigns (the “Lender”), on May 16, 2006, the principal sum of Eight Million One Hundred Forty Two Thousand Eight Hundred and Fifty Seven Dollars and 14/100 ($8,142,857.14), or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower from time to time pursuant to that certain Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of December 9, 2003, a Second Amendment, dated as of June 30, 2004 and a Third Amendment, dated as of the date hereof (together with all amendments, if any, from time to time made thereto, the “Credit Agreement”), among the Borrower, various lenders (including the Lender), and The Northern Trust Company, as Administrative Agent (the “Administrative Agent”).

The Borrower agrees to pay interest on the principal hereof remaining from time to time unpaid in accordance with Section 2.14 of the Credit Agreement.

This Revolving Loan Note constitutes a restatement of, and replacement and substitution for, that certain Revolving Note dated as of May 21, 2003 in the maximum principal amount of Ten Million Seven Hundred Fourteen Thousand Two Hundred and Eighty Five Dollars and 71/100 ($10,714,285.71), executed by the Borrower and made payable to the order of the Lender (the “Prior Note”). The indebtedness evidenced by the Prior Note is continuing indebtedness evidenced hereby, and nothing herein shall be deemed to constitute a payment, settlement or novation of the Prior Note, or to release or otherwise adversely affect any lien, mortgage or security interest securing such indebtedness or any rights of the Lender against any guarantor, surety or other party primarily or secondarily liable for such indebtedness.

QUIXOTE CORPORATION


By:	/s/Daniel P. Gorey
Name:		Daniel P. Gorey
Title:		Vice President, Chief Financial Officer and Treasurer

Loans made by NATIONAL CITY BANK OF THE MIDWEST (the “Lender”) to QUIXOTE CORPORATION (the “Borrower”) under the Credit Agreement, dated as of May 16, 2003, as amended, among the Borrower, various lenders (including the Lender), and THE NORTHERN TRUST COMPANY, as Administrative Agent, and payments of principal received on the Note to which this Grid is attached:

Date	Amount of Loan	Amount of Principal Paid	Unpaid Principal Balance	Notation By

FORM OF REVOLVING LOAN NOTE

$10,857,142.86		Chicago, Illinois
		September 10, 2004

FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to the order of THE NORTHERN TRUST COMPANY and its registered assigns (the “Lender”), on May 16, 2006, the principal sum of Ten Million Eight Hundred Fifty Seven Thousand One Hundred and Forty Two Dollars and 86/100 ($10,857,142.86), or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower from time to time pursuant to that certain Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of December 9, 2003, a Second Amendment, dated as of June 30, 2004 and a Third Amendment, dated as of the date hereof (together with all amendments, if any, from time to time made thereto, the “Credit Agreement”), among the Borrower, various lenders (including the Lender), and The Northern Trust Company, as Administrative Agent (the “Administrative Agent”).

The Borrower agrees to pay interest on the principal hereof remaining from time to time unpaid in accordance with Section 2.14 of the Credit Agreement.

QUIXOTE CORPORATION


By:	/s/Daniel P. Gorey
Name:		Daniel P. Gorey
Title:		Vice President, Chief Financial Officer and Treasurer

Loans made by THE NORTHERN TRUST COMPANY (the “Lender”) to QUIXOTE CORPORATION (the “Borrower”) under the Credit Agreement, dated as of May 16, 2003, as amended, among the Borrower, various lenders (including the Lender), and THE NORTHERN TRUST COMPANY, as Administrative Agent, and payments of principal received on the Note to which this Grid is attached:

Date	Amount of Loan	Amount of Principal Paid	Unpaid Principal Balance	Notation By

FORM OF REVOLVING LOAN NOTE

$8,142,857.14		Chicago, Illinois
		September 10, 2004

FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to the order of HARRIS TRUST AND SAVINGS BANK and its registered assigns (the “Lender”), on May 16, 2006, the principal sum of Eight Million One Hundred Forty Two Thousand Eight Hundred and Fifty Seven Dollars and 14/100 ($8,142,857.14), or, if less, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower from time to time pursuant to that certain Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of December 9, 2003, a Second Amendment, dated as of June 30, 2004 and a Third Amendment, dated as of the date hereof (together with all amendments, if any, from time to time made thereto, the “Credit Agreement”), among the Borrower, various lenders (including the Lender), and The Northern Trust Company, as Administrative Agent (the “Administrative Agent”).

The Borrower agrees to pay interest on the principal hereof remaining from time to time unpaid in accordance with Section 2.14 of the Credit Agreement.

This Revolving Loan Note constitutes a restatement of, and replacement and substitution for, that certain Revolving Note dated as of May 21, 2003 in the maximum principal amount of Ten Million Seven Hundred Fourteen Thousand Two Hundred and Eighty Five Dollars and 71/100 ($10,714,285.71), executed by the Borrower and made payable to the order of the Lender (the “Prior Note”). The indebtedness evidenced by the Prior Note is continuing indebtedness evidenced hereby, and nothing herein shall be deemed to constitute a payment, settlement or novation of the Prior Note, or to release or otherwise adversely affect any lien, mortgage or security interest securing such indebtedness or any rights of the Lender against any guarantor, surety or other party primarily or secondarily liable for such indebtedness.

QUIXOTE CORPORATION


By:	/s/Daniel P. Gorey
Name:		Daniel P. Gorey
Title:		Vice President, Chief Financial
		Officer and Treasurer

Loans made by HARRIS TRUST AND SAVINGS BANK (the “Lender”) to QUIXOTE CORPORATION (the “Borrower”) under the Credit Agreement, dated as of May 16, 2003, as amended, among the Borrower, various lenders (including the Lender), and THE NORTHERN TRUST COMPANY, as Administrative Agent, and payments of principal received on the Note to which this Grid is attached:

Date	Amount of Loan	Amount of Principal Paid	Unpaid Principal Balance	Notation By

PATENT SECURITY AGREEMENT

THIS PATENT SECURITY AGREEMENT (the “Security Agreement”) made as of this 10th day of September, 2004, by ENERGY ABSORPTION SYSTEMS, INC., a Delaware corporation (“Pledgor”) in favor of THE NORTHERN TRUST COMPANY, an Illinois banking association, as secured party and as Agent for itself and other Lenders party to that Credit Agreement, as defined herein, with an office at 50 South LaSalle Street, Chicago, Illinois 60675 (“Pledgee”):

RECITALS

I. The Pledgee and the Lenders, as herein defined, have made or may make loans to Borrower and may extend other financial accommodations to Quixote Corporation (the “Borrower”) in an aggregate principal amount of $58,000,000.00 (collectively, the “Loans”). The Loans consist of (i) revolving loans (the “Revolving Loans”), the outstanding principal balance of which may increase or decrease from time to time, but at no time shall the outstanding principal balance of such Revolving Loan exceed $38,000,000.00 and (ii) term loans (the “Term Loans”) in the original principal sum of $20,000,000.00. Certain repayment obligations of Borrower with respect to the Revolving Loans are evidenced by Borrower’s Revolving Notes, dated September 10, 2004, payable pro rata to the Lenders in the aggregate principal amount of $38,000,000.00 (said notes, with all allonges, amendments, supplements, modifications and replacements thereof, being sometimes referred to in this Security Agreement as the “Revolving Notes”). Certain repayment obligations of Borrower with respect to the Term Loans are evidenced by the Borrower’s Term Notes dated May 16, 2003, payable pro rata to the Lenders in the aggregate principal amount of $20,000,000.00 (said notes, with all allonges, amendments, supplements, modifications and replacements thereof, being sometimes referred to in this Security Agreement as the “Term Notes”. The Revolving Notes and the Term Notes are sometimes referred to herein collectively as the “Notes.” The terms of the Loans are governed by a certain Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of December 9, 2003 (the “First Amendment”) and by a Second Amendment, dated as of June 30, 2004 (the “Second Amendment”) and a Third Amendment, dated as of the date hereof (“Third Amendment”) (said Credit Agreement, together with all amendments, supplements, modifications and replacements thereof, being referred to in this Security Agreement as the “Credit Agreement”), by and among the Borrower, the Lenders party thereto (“Lenders”) and The Northern Trust Company as Administrative Agent for itself and the Lenders. In connection with the Credit Agreement, the Borrower executed and delivered to the Administrative Agent, as a condition to the Credit Agreement, that certain Subsidiary Guaranty, dated as of May 16, 2003, as reaffirmed by the First Amendment, Second Amendment and Third Amendment, in favor of the Administrative Agent for the ratable benefit of the Lenders (the “Subsidiary Guaranty”) (the Credit Agreement, Subsidiary Guaranty and other related loan and security documents as each may be amended or modified from time to time (the “Loan Documents”). The terms and provisions of the Notes and the Credit Agreement are hereby incorporated by reference in this Security Agreement.

Capitalized terms not otherwise defined in this Security Agreement shall have the meaning ascribed to them in the Credit Agreement.

II. This Security Agreement is given to secure Pledgor’s obligations under the Subsidiary Guaranty and this Security Agreement, and Borrower’s obligations under the Credit Agreement and on one or more Term Loans, Revolving Loans and Reimbursement Obligations and secures not only present indebtedness but also future advances, whether such future advances are obligatory or are to be made at the option of the Lenders, or otherwise as are to be made within twenty (20) years of the date hereof. The amount of indebtedness secured hereby may increase or decrease from time to time; provided, however the principal amount of such indebtedness shall not at one time exceed the amount of $38,000,000 plus interest thereon, and other costs, amounts and disbursements as provided herein and in the other Loan Documents (hereinafter defined).

W I T N E S S E T H

WHEREAS, the Pledgor is the owner of the Patents (defined below), all of which have been or are used by Pledgor in the conduct of its business;

WHEREAS, the extension and/or continued extension of credit, as aforesaid, by Pledgee is necessary and desirable to the conduct and operation of the business of Pledgor and Borrower and will inure to the personal and financial benefit of the Pledgor;

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Pledgor agrees as follows:

1. Defined Terms. All terms capitalized but not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. For purposes of this Agreement, the term “Event of Default” shall have the meaning assigned to such term under the Credit Agreement, and shall also include Pledgor’s breach of any material term under this Security Agreement.

2. Grant of Security Interests. To secure the complete and timely payment and satisfaction of the Borrower’s Obligations, as defined in the Credit Agreement, to the Pledgee, whether for principal, interest, fees, expenses or otherwise, and all obligations of the Pledgor now or hereafter existing under the Subsidiary Guaranty and this Agreement (the Liabilities under the Credit Agreement and all such obligations of the Pledgor now or hereafter existing under the Subsidiary Guaranty and this Agreement being referred to herein as the “Liabilities”), Pledgor hereby grants to Pledgee a continuing security interest in Pledgor’s entire right, title and interest in and to all of its now owned or existing and hereafter acquired or arising patents and patent applications used or useable by Borrower, including, without limitation, the inventions and improvements described and claimed therein, all patentable inventions and those patents and patent applications listed on Schedule A attached hereto and made a part hereof and all patents and the reissues, divisions, continuations, renewals, extensions and continuations-in-part of any 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 (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Patents”).

3. Warranties and Representations. Pledgor warrants and represents to Pledgee that:

(i) no Patent has been adjudged invalid or unenforceable by a court of competent jurisdiction nor has any such Patent been cancelled, in whole or in part and each such Patent is presently subsisting;

(ii) Pledgor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each Patent, free and clear of any liens, charges and encumbrances, including without limitation, shop rights and covenants by Pledgor not to sue third persons;

(iii) Pledgor has no notice of any suits or actions commenced or threatened with reference to any Patent; and

(iv) Pledgor has the unqualified right to execute and deliver this Security Agreement and perform its terms.

4. Restrictions on Future Agreements. Pledgor agrees that until the Liabilities shall have been satisfied in full and the Loan Documents shall have been terminated, Pledgor shall not, without the prior written consent of Pledgee, sell or assign its interest in any Patent or enter into any other agreement with respect to any Patent which would affect the validity or enforcement of the rights transferred to Pledgee under this Security Agreement.

5. New Patents. Pledgor represents and warrants that, based on a diligent investigation by Pledgor, the Patents listed on Schedule A constitute Patents and Patent applications now owned by Pledgor. If, before the Liabilities shall have been satisfied in full or before the Loan Documents have been terminated, Pledgor shall (i) become aware of any existing Patents of which Pledgor has not previously informed Pledgee, (ii) obtain rights to any new patentable inventions or Patents, or (iii) become entitled to the benefit of any Patents, which benefit is not in existence on the date hereof. Pledgor shall give to Pledgee prompt written notice thereof. Pledgor hereby authorizes Pledgee to modify this Security Agreement by amending Schedule A to include any such Patents.

6. Royalties; Terms. The term of this Security Agreement shall extend until the earlier of (i) the expiration of each of the Patents and (ii) the payment in full of Borrower’s Liabilities and the termination of the Loan Documents. Pledgor agrees that upon the occurrence of an Event of Default, the use by Pledgee of all Patents shall be without any liability for royalties or other related charges from Pledgee to Pledgor.

7. Release of Security Interest. This Security Agreement is made for collateral purposes only. Upon payment in full of the Liabilities and termination of the Loan Documents, Pledgee shall take such actions as may be necessary or proper to terminate the security interests created hereby.

8. Expenses. All expenses incurred in connection with the performance of any of the agreements set forth herein shall be borne by Pledgor. All fees, costs and expenses, of whatever kind or nature, including reasonable attorneys’ fees and legal expenses, incurred by Pledgee in connection with lien searches, the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, reasonable counsel fees, maintenance fees, encumbrances or otherwise in protecting, maintaining or preserving the Patents or in defending or prosecuting any actions or proceedings arising out of or related to the Patents shall be borne by and paid by Pledgor and until paid shall constitute Liabilities.

9. Duties of Pledgor. Pledgor shall have the duty (i) to file and prosecute diligently any patent applications pending as of the date hereof or hereafter until the Liabilities shall have been paid in full and the Loan Documents have been terminated, (ii) to make application on unpatented but patentable inventions, as commercially reasonable, (iii) to preserve and maintain all rights in the Patents, as commercially reasonable and (iv) to ensure that the Patents are and remain enforceable, as commercially reasonable. Any expenses incurred in connection with Pledgor’s obligations under this Section 9 shall be borne by Pledgor.

10. Pledgee’s Right to Sue. After an Event of Default, Pledgee shall have the right, but shall in no way be obligated, to bring suit in its own name to enforce the Patents and, if Pledgee shall commence any such suit, Pledgor shall, at the request of Pledgee, do any and all lawful acts and execute any and all proper documents required by Pledgee in aid of such enforcement and Pledgor shall promptly, upon demand, reimburse and indemnify Pledgee for all costs and expenses incurred by Pledgee in the exercise of its rights under this Section 10.

11. Waivers. No course of dealing between Borrower and Pledgee or Pledgor and Pledgee, nor any failure to exercise, nor any delay in exercising, on the part of Pledgee, any right, power or privilege hereunder or under the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The Pledgor waives presentment and demand for payment of any of the Liabilities, protest and notice of dishonor or default with respect to any of the Liabilities, and all other notices to which the Pledgor might otherwise be entitled, except as otherwise expressly provided herein.

12. Severability. The provisions of this Security Agreement are severable, and if any clause or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in

any other jurisdiction, or any other clause or provision of this Security Agreement in any jurisdiction.

13. Modification. This Security Agreement cannot be altered, amended or modified in any way, except as specifically provided in Section 5 hereof or by a writing signed by the parties hereto.

14. Cumulative Remedies; Power of Attorney; Effect on Loan Documents. All of Pledgee’s rights and remedies with respect to the Patents, whether established hereby or by the Loan Documents, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. Pledgor hereby authorizes Pledgee upon the occurrence of an Event of Default, to make, constitute and appoint any officer or agent of Pledgee as Pledgee may select, in its sole discretion, as Pledgor’s true and lawful attorney-in-fact, with power to (i) endorse Pledgor’s name on all applications, documents, papers and instruments necessary or desirable for Pledgee in the use of the Patents or (ii) take any other actions with respect to the Patents as Pledgee deems to be in the best interest of Pledgee, or (iii) grant or issue any exclusive or non-exclusive license under the Patents to anyone, or (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Patents to anyone. Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable until Borrower’s Liabilities shall have been paid in full and the Loan Documents have been terminated. Pledgor acknowledges and agrees that this Security Agreement is not intended to limit or restrict in any way the rights and remedies of Pledgee under the Loan Documents but rather is intended to facilitate the exercise of such rights and remedies. Pledgee shall have, in addition to all other rights and remedies given it by the terms of this Security Agreement and the Loan Documents, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in Illinois.

15. Binding Effect; Benefits. This Security Agreement shall be binding upon Pledgor and its respective successors and assigns, and shall inure to the benefit of Pledgee, its successors, nominees and assigns.

16. Governing Law. This Security Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and applicable federal law.

17. Headings. Paragraph headings used herein are for convenience only and shall not modify the provisions which they precede.

18. Further Assurances. Pledgor agrees to execute and deliver such further agreements, instruments and documents, and to perform such further acts, as Pledgee shall reasonably request from time to time in order to carry out the purpose of this Security Agreement and agreements set forth herein.

19. Survival of Representations. All representations and warranties of Pledgor contained in this Security Agreement shall survive the execution and delivery of this Security Agreement and shall be remade on the date of each borrowing under the Loan Documents.

20. Security Interest Absolute. All rights of the Pledgee and security interests hereunder, and all obligations of the Pledgor hereunder, shall be absolute and unconditional irrespective of:

(i) any lack of validity or enforceability of the Credit Agreement or an other agreement or instrument relating thereto;

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Liabilities, or any other amendment or waiver of or any consent to any departure from the Credit Agreement;

(iii) any exchange, surrender, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Liabilities; or

(iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Pledgor in respect of the Liabilities or of this Agreement.

IN WITNESS WHEREOF, Pledgor has duly executed this Security Agreement as of the date first written above.

		ENERGY ABSORPTION SYSTEMS, INC.


		By:	/s/Daniel P. Gorey
		Name:	Daniel P. Gorey
		Title:	Vice President and Treasurer


Agreed and Accepted
As of the Date First Written Above

THE NORTHERN TRUST COMPANY,
as Agent for itself and the Lenders


By:	/s/Jon W. Kreidler
Name:	Jon W. Kreidler
Title:	Officer

SCHEDULE A

PATENTS

Patent Title	Patent No.	Issue Date	Country

PATENT APPLICATIONS

Patent Application Title	Patent Application Serial No.	Application Filing Date	Country

TRADEMARK SECURITY AGREEMENT

THIS TRADEMARK SECURITY AGREEMENT (the “Security Agreement”) made as of this 10th day of September, 2004, by ENERGY ABSORPTION SYSTEMS, INC., a Delaware corporation (“Pledgor”) in favor of THE NORTHERN TRUST COMPANY, an Illinois banking association, as secured party and as Agent for itself and other Lenders party to that Credit Agreement, as defined herein, with an office at 50 South LaSalle Street, Chicago, Illinois 60675 (“Pledgee”):

RECITALS

I. The Pledgee and the Lenders, as herein defined, have made or may make loans to Borrower and may extend other financial accommodations to Quixote Corporation (the “Borrower”) in an aggregate principal amount of $58,000,000.00 (collectively, the “Loans”). The Loans consist of (i) revolving loans (the “Revolving Loans”), the outstanding principal balance of which may increase or decrease from time to time, but at no time shall the outstanding principal balance of such Revolving Loan exceed $38,000,000.00 and (ii) term loans (the “Term Loans”) in the original principal sum of $20,000,000.00. Certain repayment obligations of Pledgor with respect to the Revolving Loans are evidenced by Pledgor’s Revolving Notes, dated September 10, 2004, payable pro rata to the Lenders in the aggregate principal amount of $38,000,000.00 (said notes, with all allonges, amendments, supplements, modifications and replacements thereof, being sometimes referred to in this Security Agreement as the “Revolving Notes”). Certain repayment obligations of Pledgor with respect to the Term Loans are evidenced by the Pledgor’s Term Notes dated May 16, 2003, payable pro rata to the Lenders in the aggregate principal amount of $20,000,000.00 (said notes, with all allonges, amendments, supplements, modifications and replacements thereof, being sometimes referred to in this Security Agreement as the “Term Notes”. The Revolving Notes and the Term Notes are sometimes referred to herein collectively as the “Notes.” The terms of the Loans are governed by a certain Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of December 9, 2003 (the “First Amendment”) and by a Second Amendment, dated as of June 30, 2004 (the “Second Amendment”) and a Third Amendment, dated as of the date hereof (“Third Amendment”) (said Credit Agreement, together with all amendments, supplements, modifications and replacements thereof, being referred to in this Security Agreement as the “Credit Agreement”), by and among the Pledgor, the Lenders party thereto (“Lenders”) and The Northern Trust Company as Administrative Agent for itself and the Lenders. In connection with the Credit Agreement, the Pledgor executed and delivered to the Administrative Agent, as a condition to the Credit Agreement, that certain Subsidiary Guaranty, dated as of May 16, 2003, as reaffirmed by the First Amendment, Second Amendment and Third Amendment, in favor of the Administrative Agent for the ratable benefit of the Lenders (the “Subsidiary Guaranty”) (the Credit Agreement, Subsidiary Guaranty and other related loan and security documents as each may be amended or modified from time to time (the “Loan Documents”). The terms and provisions of the Notes and the Credit Agreement are hereby incorporated by reference in this Security Agreement. Capitalized terms not otherwise defined in this Security Agreement shall have the meaning ascribed to them in the Credit Agreement.

II. This Security Agreement is given to secure Pledgor’s obligations under the Subsidiary Guaranty and this Security Agreement, and Pledgor’s obligations under the Credit Agreement and on one or more Term Loans, Revolving Loans and Reimbursement Obligations and secures not only present indebtedness but also future advances, whether such future advances are obligatory or are to be made at the option of the Lenders, or otherwise as are to be made within twenty (20) years of the date hereof. The amount of indebtedness secured hereby may increase or decrease from time to time; provided, however the principal amount of such indebtedness shall not at one time exceed the amount of $38,000,000 plus interest thereon, and other costs, amounts and disbursements as provided herein and in the other Loan Documents (herein defined).

W I T N E S S E T H

WHEREAS, Pledgor is the owner of all the trademarks and trademark applications listed on Schedule A attached hereto, all of which are used by Pledgor in the conduct of its business;

WHEREAS, the extension and/or continued extension of credit, as aforesaid, by Pledgee is necessary and desirable to the conduct and operation of the business of Pledgor and Pledgor and will inure to the personal and financial benefit of the Pledgor;

NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Pledgor agrees as follows:

1. Incorporation of Loan Documents. The Loan Documents and the terms and provisions thereof are hereby incorporated herein in their entirety by this reference thereto. All terms capitalized but not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. For purposes of this Agreement, “Event of Default” shall have the meaning assigned to such term in the Credit Agreement and shall include Pledgor’s breach of any material term under this Security Agreement.

2. Grant and Reaffirmation of Grant of Security Interests. To secure the complete and timely payment and satisfaction of the Pledgor’s Obligations, as defined in the Credit Agreement, to the Pledgee, and all obligations of the Pledgor now or hereafter existing under the Subsidiary Guaranty and this Agreement, Pledgor hereby grants to Pledgee a continuing security interest in Pledgor’s entire right, title and interest in and to all of its now owned or existing and hereafter acquired or arising 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 (other than “intent to use” applications until a verified statement of use is filed with respect to such applications) in connection therewith, including, without limitation, the trademarks and applications listed on Schedule A attached hereto and made a part hereof and the trademarks, and renewals thereof, 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 (all of the foregoing are sometimes hereinafter individually and/or collectively referred to as the “Trademarks”); all rights corresponding to any of the foregoing throughout the world and the goodwill of the Pledgor’s business connected with the use of and symbolized by the Trademarks.

3. Warranties and Representations. Pledgor warrants and represents to Pledgee that:

(i) no Trademark has been adjudged invalid or unenforceable by a court of competent jurisdiction nor has any such Trademark been cancelled, in whole or in part and each such Trademark is presently subsisting;

(ii) Pledgor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each Trademark, free and clear of any liens, charges and encumbrances, including without limitation, shop rights and covenants by Pledgor not to sue third persons;

(iii) Pledgor has no notice of any suits or actions commenced or threatened with reference to any Trademark; and

(iv) Pledgor has the unqualified right to execute and deliver this Security Agreement and perform its terms.

4. Restrictions on Future Agreements. Pledgor agrees that until Pledgor’s Liabilities shall have been satisfied in full and the Loan Documents shall have been terminated, Pledgor shall not, without the prior written consent of Pledgee, sell or assign its interest in any Trademark or enter into any other agreement with respect to any Trademark which would affect the validity or enforcement of the rights transferred to Pledgee under this Security Agreement.

5. New Trademarks. Pledgor represents and warrants that, based on a diligent investigation by Pledgor, the Trademarks listed on Schedule A constitute federally registered Trademarks, and federal applications for registration of Trademarks (other than “intent to use” applications (which shall not be subject to the Security Agreement) until a verified statement of use is filed with respect to such applications) now owned by Pledgor. If, before Pledgor’s Liabilities shall have been satisfied in full or before the Loan Documents have been terminated, Pledgor shall (i) become aware of any existing Trademarks of which Pledgor has not previously informed Pledgee, or (ii) become entitled to the benefit of any Trademarks, which benefit is not in existence on the date hereof, Pledgor shall give to Pledgee prompt written notice thereof. Pledgor hereby authorizes Pledgee to modify this Security Agreement by amending Schedule A to include any such Trademarks.

6. Term. The term of this Security Agreement shall extend until the payment in full of Pledgor’s Liabilities and the termination of the Loan Documents. Pledgor

agrees that upon the occurrence of an Event of Default, the use by Pledgee of all Trademarks shall be without any liability for royalties or other related charges from Pledgee to Pledgor.

7. Product Quality. Pledgor agrees to maintain the quality of any and all products in connection with which the Trademarks are used, consistent with commercially reasonable business practices. Upon the occurrence of an Event of Default, Pledgor agrees that Pledgee, or a conservator appointed by Pledgee, shall have the right to establish such additional product quality controls as Pledgee, or said conservator, in its reasonable judgment, may deem necessary to assure maintenance of the quality of products sold by Pledgor under the Trademarks.

8. Release of Security Agreement. This Security Agreement is made for collateral purposes only. Upon payment in full of Pledgor’s Liabilities and termination of the Loan Documents, Pledgee shall take such actions as may be necessary or proper to terminate the security interests created hereby and pursuant to the Loan Documents.

9. Expenses. All expenses incurred in connection with the performance of any of the agreements set forth herein shall be borne by Pledgor. All fees, costs and expenses, of whatever kind or nature, including reasonable attorneys’ fees and legal expenses, incurred by Pledgee in connection with the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, reasonable counsel fees, maintenance fees, encumbrances or otherwise in protecting, maintaining or preserving the Trademarks or in defending or prosecuting any actions or proceedings arising out of or related to the Trademarks shall be borne by and paid by Pledgor and until paid shall constitute Liabilities.

10. Duties of Pledgor. Pledgor shall have the duty (i) to file and prosecute diligently any trademark applications pending as of the date hereof or hereafter until Pledgor’s Liabilities shall have been paid in full and the Loan Documents have been terminated, (ii) to preserve and maintain all rights in the Trademarks, as commercially reasonable and (iii) to ensure that the Trademarks are and remain enforceable, as commercially reasonable. Any expenses incurred in connection with Pledgor’s Liabilities under this Section 10 shall be borne by Pledgor.

11. Pledgee’s Right to Sue. After an Event of Default, Pledgee shall have the right, but shall in no way be obligated, to bring suit in its own name to enforce the Trademarks and, if Pledgee shall commence any such suit, Pledgor shall, at the request of Pledgee, do any and all lawful acts and execute any and all proper documents required by Pledgee in aid of such enforcement and Pledgor shall promptly, upon demand, reimburse and indemnify Pledgee for all costs and expenses incurred by Pledgee in the exercise of its rights under this Section 11.

12. Waivers. No course of dealing between Pledgor and Pledgee, nor any failure to exercise, nor any delay in exercising, on the part of Pledgee, any right, power or privilege hereunder or under the Loan Documents shall operate as a waiver thereof; nor shall

any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

13. Severability. The provisions of this Security Agreement are severable, and if any clause or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Security Agreement in any jurisdiction.

14. Modification. This Security Agreement cannot be altered, amended or modified in any way, except as specifically provided in Section 5 hereof or by a writing signed by the parties hereto.

15. Cumulative Remedies; Power of Attorney; Effect on Loan Documents. All of Pledgee’s rights and remedies with respect to the Trademarks, whether established hereby or by the Loan Documents, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently. Pledgor hereby authorizes Pledgee upon the occurrence of an Event of Default, to make, constitute and appoint any officer or agent of Pledgee as Pledgee may select, in its sole discretion, as Pledgor’s true and lawful attorney-in-fact, with power to (i) endorse Pledgor’s name on all applications, documents, papers and instruments necessary or desirable for Pledgee in the use of the Trademarks or (ii) take any other actions with respect to the Trademarks as Pledgee deems to be in the best interest of Pledgee, or (iii) grant or issue any exclusive or non-exclusive license under the Trademarks to anyone, or (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks to anyone. Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable until Pledgor’s Liabilities shall have been paid in full and the Loan Documents have been terminated. Pledgor acknowledges and agrees that this Security Agreement is not intended to limit or restrict in any way the rights and remedies of Pledgee under the Loan Documents but rather is intended to facilitate the exercise of such rights and remedies. Pledgee shall have, in addition to all other rights and remedies given it by the terms of this Security Agreement and the Loan Documents, all rights and remedies allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in Illinois.

16. Binding Effect; Benefits. This Security Agreement shall be binding upon Pledgor and its respective successors and assigns, and shall inure to the benefit of Pledgee, its successors, nominees and assigns.

17. Governing Law. This Security Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and applicable federal law.

18. Headings. Paragraph headings used herein are for convenience only and shall not modify the provisions which they precede.

19. Further Assurances. Pledgor agrees to execute and deliver such further agreements, instruments and documents, and to perform such further acts, as Pledgee shall reasonably request from time to time in order to carry out the purpose of this Security Agreement and agreements set forth herein.

20. Survival of Representations. All representations and warranties of Pledgor contained in this Security Agreement shall survive the execution and delivery of this Security Agreement and shall be remade on the date of each borrowing under the Loan Documents.

IN WITNESS WHEREOF, Pledgor has duly executed this Security Agreement as of the date first written above.

			ENERGY ABSORPTION SYSTEMS, INC.


			By:	/s/Daniel P. Gorey
			Name:	Daniel P. Gorey
			Title:	Vice President and Treasurer


	Agreed and Accepted
	As of the Date First Written Above

	THE NORTHERN TRUST COMPANY,
	as Agent for itself and the Lenders


By:		/s/Jon W. Kreidler
Name:		Jon W. Kreidler
Title:		Officer

SCHEDULE A

TRADEMARK REGISTRATIONS

Trademark	U.S. Registration No.	Date Registered

TRADEMARK APPLICATIONS

Trademark	U.S. Application Serial No.	Filing Date

SUBSIDIARY STOCK PLEDGE AGREEMENT

(QUIXOTE CORPORATION)

Dated as of September 10, 2004

This Pledge Agreement (as modified from time to time, the “Agreement”) has been executed by QUIXOTE CORPORATION, organized under the laws of the State of Delaware, on its own behalf as debtor (“Debtor”), with an office at 35 East Wacker Drive, Chicago, Illinois 60601, in favor of THE NORTHERN TRUST COMPANY, an Illinois banking association, as secured party and as Agent for itself and the other Lenders party to that Credit Agreement, as defined herein (together with any successor, assign or subsequent holder, “Secured Party”), with a banking office at 50 South LaSalle Street, Chicago, Illinois 60675. Various capitalized terms used in this Agreement have the meanings set forth in the Section of this Agreement entitled “DEFINITIONS.”

WHEREAS, the Debtor and the Lenders entered into that certain Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of December 9, 2003, by a Second Amendment as of June 30, 2004 and by a Third Amendment as of the date hereof (the “Credit Agreement”), pursuant to which Credit Agreement the Lenders have made, (i) Revolving Loans to the Debtor evidenced by certain Revolving Notes, dated as of May 16, 2003, in the maximum aggregate principal amount of Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Debtor and made payable pro rata to the order of the Lenders (the “Revolving Notes”) and (ii) Term Loans to the Debtor evidenced by certain Term Notes, dated as of May 16, 2003, in the aggregate principal amount of Twenty Million Dollars and 00/100 ($20,000,000), executed by the Debtor and made payable pro rata to the order of the Lenders (the “Term Notes”);

WHEREAS, Debtor is the owner of all of the capital stock, as described in Exhibit A attached hereto (the “Securities”), of Quixote Transportation Safety, Inc. which is a Subsidiary Guarantor under the Credit Agreement;

WHEREAS, the Secured Party has requested and the Debtor has agreed to pledge the Securities as collateral for the Liabilities as defined herein.

In consideration of Secured Party’s extension of the financial accommodations and continuation of existing financial accommodations to Debtor, pursuant to the terms of the Credit Agreement and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor agrees as follows:

1. DEFINITIONS.

(a) As used in this Agreement the following terms shall have the indicated meanings:

“Collateral”—see Section entitled “PLEDGE.”

“Constituent Documents”—means the articles or certificate of incorporation, by-laws, partnership agreement, certificates of limited partnership, limited liability company operating agreement, limited liability company articles of organization, trust agreement, and all other documents and instruments pertaining to the formation and ongoing existence of any person or entity which is not an individual.

“Credit Agreement” means the Credit Agreement, dated as of May 16, 2003, among the Debtor, the Secured Party and the Lenders party thereto, as amended by a First Amendment, dated as of December 9, 2003, a Second Amendment, dated as of June 30, 2004 and a Third Amendment, dated as of September 10, 2004 and as hereafter amended from time to time.

“Event of Default”—see Section entitled “EVENTS OF DEFAULT.”

“Guarantor” means any Subsidiary Guarantor, as defined in the Credit Agreement, any person, or any persons severally, who now or hereafter guarantees payment or collection of all or any part of the Liabilities or provides any collateral for the Liabilities.

“Intermediary”—see Section entitled “PLEDGE.”

“Lender” shall mean the Secured Party for itself and any Lender, a party to and as defined in the Credit Agreement.

“Liabilities”—see Section entitled “LIABILITIES.”

“Listed,” as to a security, means traded domestically on any national securities exchange or in the NASDAQ market.

The term “person” includes both individuals and organizations.

“Prime Rate” means that floating rate of interest per year announced from time to time by Secured Party called its prime rate, which at any time may not be the lowest rate charged by Secured Party, computed for the actual number of days elapsed on the basis of a calendar year of 365 or 366 days. Changes in the rate of interest resulting from a change in the Prime Rate shall take effect on the date set forth in each announcement of a change in the Prime Rate.

“Related Document(s)” means any note, agreement, guaranty, security agreement or other document or instrument previously, now or hereafter delivered to Secured Party or any Lender in connection with the Liabilities, the Credit Agreement, any Subsidiary Guaranty or this Agreement. The term “related document,” if not initial-capitalized, means a document related to another referenced document.

“Related Party(ies)” means any Guarantor.

The term “Secured Party” means the above-indicated Secured Party acting both for itself and as collateral agent for any Lender (see in particular the section hereof entitled “Liabilities”).

“Unmatured Event of Default” means any event or condition that would become an Event of Default with notice or the passage of time or both.

(b) As used in this Agreement, unless otherwise specified: the term “including” means “including without limitation”; the term “days” means “calendar days”; and terms such as “herein,” “hereof” and words of similar import refer to this Agreement as a whole. References herein to partners of a partnership, joint venturers of a joint venture, or members of a limited liability company, mean, respectively, persons or entities owning or holding partnership interests, joint venture interests, or membership interests in such partnership, joint venture or limited liability company. Terms not defined herein, shall have the meaning assigned to that term in the Credit Agreement. Unless otherwise defined herein, all terms (including those not capitalized) that are defined in the Uniform Commercial Code of Illinois shall have the same meanings herein as in such Code, as such Code may be amended from time to time. Unless the context requires otherwise, wherever used herein the singular shall include the plural and vice versa, and the use of one gender shall also denote the others. Captions herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof; references herein to sections or provisions without reference to the document in which they are contained are references to this Agreement.

2. PLEDGE. Debtor hereby assigns, pledges, hypothecates, delivers, sets over and transfers to Secured Party and grants to Secured Party a continuing security interest in, for the benefit of Secured Party (as provided in the Section entitled “Liabilities”), the following, in each case whether certificated or uncertificated, whether now owned or hereafter acquired, wherever located (any or all of such, the “Collateral”):

(a) Certificated Securities in possession of Secured Party and not in a Securities Account, which Securities are described in Exhibit A attached hereto and incorporated herein by reference.

(b) With respect to any Collateral referred to herein:

(i) all stock and bond powers, certificates and instruments; and

(ii) all additions, replacements, substitutions, interest, cash and stock dividends, warrants, options, and other rights and amounts paid, accrued, received, receivable, or distributed with respect thereto from time to time,

(c) With respect to the foregoing, all products and proceeds thereof, including insurance proceeds and payments under the Securities Investor Protection Act of 1970, as amended.

3. LIABILITIES.

The Collateral shall secure the payment and performance of all obligations and liabilities of Debtor:

(a) to Secured Party, and to any Lender and its affiliates, with respect to Hedging Obligations as defined in the Credit Agreement, howsoever created, evidenced or arising, whether direct or indirect, absolute or contingent, now due or to become due, or now existing or hereafter arising, joint, several or joint and several, including obligations under or with respect to future advances and letters of credit issued by Secured Party or any Lender for the account of or at the request of Debtor and all reimbursement obligations arising therefrom, including, without limitation, under the Credit Agreement and the Related Documents;

(b) to Secured Party under or in connection with: (i) any guaranty by Debtor of any obligations of any other person to Secured Party; and (ii) any reasonable expenses (including attorneys’ fees, legal costs and expenses, and time charges of attorneys who may be employees of Secured Party, whether in or out of court, in original or appellate proceedings or in bankruptcy) incurred or paid by Secured Party in connection with the enforcement or preservation of its rights hereunder or under any Related Document.

(any or all obligations and liabilities described in the foregoing portion of this Section, the “Liabilities”). This Agreement shall continue and remain in effect notwithstanding that at any particular time there may be no Liabilities outstanding.

4. REPRESENTATIONS AND WARRANTIES.

Debtor hereby represents and warrants to Secured Party that:

(a) Debtor’s exact legal name is as set forth in the heading to this Agreement. If Debtor is an organization: Debtor’s type of organization and jurisdiction of organization or formation, are as set forth in the preamble to this Agreement; and Debtor’s place of business or, if Debtor has more than one place of business, Debtor’s chief executive office is located at the address set forth above; and Debtor has never been organized or formed in any jurisdiction other than the jurisdiction set forth in the preamble to this Agreement. All Collateral currently is located in one of the fifty states of the United States of America. Further, except as and if specifically disclosed by Debtor to Secured Party IN WRITING prior to the execution of this Agreement, during the five (5) years and six months prior to the date of this Agreement:

(A) Debtor has not been known by any legal name different from the one set forth in the heading of this Agreement nor has Debtor been the subject of any merger, consolidation, or other corporate or organizational reorganization.

(B) Debtor’s place of business or, if Debtor has more than one place of business, Debtor’s chief executive office has been at Debtor’s address set forth above, except that prior to February 9, 2004 Debtor’s chief executive office was located at One East Wacker Drive, Chicago, Illinois 60601.

(b) Debtor and any Guarantors are validly existing and in good standing under the laws of their state of organization or formation, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a material adverse impact on the assets, condition or prospects of Debtor. The execution, delivery and performance of this Agreement and all Related Documents are within Debtor’s powers and have been authorized by all necessary action required by law and Debtor’s Constituent Documents.

(c) The execution, delivery and performance of this Agreement and all Related Documents have received any and all necessary governmental approval, and do not and will not contravene or conflict with any provision of law, any Constituent Document or any agreement affecting Debtor or its property.

(d) There has been no material adverse change in the business, condition, properties, assets, operations or prospects of Debtor or any Related Party since the date of the latest financial statements provided by or on behalf of Debtor or any Related Party to Secured Party.

(e) No financing statement, mortgage, notice of judgment, or any similar instrument (unless filed on behalf of Secured Party) covering any of the Collateral is on file in any public office.

(f) Debtor is the lawful owner of and has rights in or power to transfer all Collateral, free and clear of all liens, pledges, charges, mortgages, and claims other than any in favor of Secured Party, except liens for current taxes not delinquent.

(g) Debtor has filed or caused to be filed all federal, state, and local tax returns that are required to be filed, and has paid or has caused to be paid all of its taxes, including any taxes shown on such returns or on any assessment received by it, to the extent that such taxes have become due.

(h) Except for federal and state securities laws generally applicable to the sale, transfer or redemption of securities, sale, transfer and redemption of the Collateral by Secured Party: (A) are not prohibited or regulated by any federal or state law or regulation or any agreement binding upon Debtor, including any Constituent Document; and (B) require no registration or filing with, or consent or approval of, any governmental body, regulatory authority or securities exchange.

(i) Debtor is not an executive officer, director or other “affiliate” (as contemplated by Rules 144 and 145 of the Federal Securities and Exchange Commission) of any issuer of any Collateral.

(j) The Collateral is duly and validly authorized and issued, non-assessable, fully paid and paid for, and outstanding.

(k) (A) The execution, delivery and performance of this Agreement and all Related Documents are in Debtor’s best interest in its current and future business operations and will materially benefit Debtor; and (B) Debtor has received adequate, fair and valuable consideration, and at least reasonably equivalent value, to enter into and perform this Agreement and all Related Documents.

(l) The request or application for any Liabilities by Debtor shall be a representation and warranty by Debtor as of the date of such request or application that: (i) no Event of Default or Unmatured Event of Default has occurred and is continuing as of such date; and (ii) Debtor’s representations and warranties herein and in any Related Document are true and correct as of such date as though made on such date.

5. DEPOSITORIES; SUB-AGENTS AND NOMINEES.

(a) Without limiting any other provision hereof, Secured Party may at its option from time to time transfer, or cause any Intermediary to transfer, the Collateral into a “pledge position” at any depository now or hereafter holding the Collateral, and do or cause to be done, execute (or cause to be executed) such other documents, and take (or cause to be taken) such other actions as Secured Party may deem necessary or appropriate in connection therewith.

(b) Secured Party shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of any certificates or instruments representing or evidencing the Collateral, which may be held (in the discretion of Secured Party) in the name of Secured Party or any nominee or nominees of Secured Party or a sub-agent appointed by Secured Party. In addition, Secured Party shall at all times have the right to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations for any purpose consistent with its performance of this Agreement.

(c) For the better perfection of Secured Party’s rights in and to the Collateral and to facilitate implementation of such rights, following an Event of Default, Debtor shall, upon written request of Secured Party, cause all the certificates, notes, documents and other instruments evidencing, representing or otherwise comprising the Collateral to be registered or otherwise put into the name of Secured Party or a nominee or nominees of Secured Party.

(d) Debtor hereby consents and agrees that the issuers of, or any depository, registrar, transfer agent or similar party for any of, the Collateral shall be entitled to accept the provisions hereof as conclusive evidence of the right of Secured Party to effect any transfer pursuant hereto, notwithstanding any notice or direction to the contrary heretofore or hereafter given by Debtor or any other person to any such issuer or any such depository, registrar, transfer agent or similar party.

6. VOTING & MISCELLANEOUS RIGHTS. Unless an Event of Default has occurred and is continuing, Debtor may exercise any and all rights (including voting rights) with respect to the Collateral, subject to the terms of this Agreement. If an Event of Default has occurred and is continuing, Secured Party (and only Secured Party) may exercise any and all such rights.

7. GENERAL COVENANTS. Debtor agrees that so long as this Agreement remains in effect, it will:

(a) NOTIFY SECURED PARTY IN WRITING AT LEAST SIXTY (60) DAYS IN ADVANCE OF:

(i) ANY CHANGE WHATSOEVER IN THE NAME OF DEBTOR;

(ii) THE STATE OR JURISDICTION IN WHICH DEBTOR IS ORGANIZED OR FORMED OR, IF DEBTOR IS AN INDIVIDUAL, IN WHICH DEBTOR’S PRINCIPAL RESIDENCE IS LOCATED;

(iii) ANY NEW NAMES UNDER WHICH DEBTOR INTENDS TO DO BUSINESS; OR

(iv) ANY NEW ADDRESSES AT OR FROM WHICH DEBTOR INTENDS TO DO BUSINESS OR TO KEEP COLLATERAL OF ANY KIND.

Debtor shall in any event keep all Collateral within one or more states of the United States of America.

(b) Promptly deliver any cash, securities or other property received with respect to the Collateral, whether as proceeds of the disposition thereof, dividends with respect thereto, or otherwise, to be held by Secured Party as Collateral. NOTWITHSTANDING THE FOREGOING, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, DEBTOR MAY CONTINUE TO RECEIVE AND RETAIN INTEREST AND REGULAR CASH DIVIDENDS ON THE COLLATERAL.

(c) Defend the Collateral against the claims and demands of all persons other than Secured Party and promptly pay all taxes, assessments, and charges upon the Collateral. Debtor agrees not to sign, file, or authenticate, or authorize or permit the signing, filing or authentication of, any financing statements or other documents creating or perfecting a lien upon or security interest in any of the Collateral except in favor of Secured Party, or otherwise create, suffer, or permit to exist any liens or security interests upon any Collateral other than in favor of Secured Party, except tax liens, provided that such liens are removed before related taxes become delinquent.

Secured Party may request to establish and maintain a valid and perfected security interest in the Collateral free and clear of all other liens and claims, except tax liens, provided that such liens are removed before related taxes become delinquent.

(e) Keep at its address for notices set forth above its records concerning the Collateral, which records shall be of such character as will enable Secured Party to determine at any time the status of the Collateral; and permit Secured Party from time to time to inspect, audit, and make copies of, and extracts from, all records and all other papers in the possession or control of Debtor pertaining to the Collateral.

(f) Subject to the terms of the Credit Agreement, provide to Secured Party from time to time such financial statements of and other information concerning the Collateral, Debtor, and any Related Party as Secured Party shall reasonably request.

(g) Except if and to the extent specifically permitted by this Agreement, not sell, transfer, lease, grant a license or option or similar right with respect to, or otherwise dispose of, or agree to dispose of, any Collateral.

8. EVENTS OF DEFAULT. The occurrence or continuance of any of the following shall constitute an “Event of Default”:

(a) (i) failure to pay, when and as due, any principal payable hereunder or in connection with any of the Liabilities in each case after giving effect to any applicable notice, grace or cure period; (ii) failure to pay, when and as due, any interest or other amounts payable hereunder or in connection with any of the Liabilities in each case after giving effect to any applicable notice; or (iii) failure to comply with or perform any agreement or covenant of Debtor contained herein; or

(b) any default, event of default, or similar event shall occur or continue under the Credit Agreement or any Related Document, and shall continue beyond any applicable notice, grace or cure period set forth in such Related Document; or

(c) the Debtor or any Related Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (as defined in the Credit Agreement) beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $2,000,000; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is to cause an acceleration, mandatory redemption, a requirement that the Debtor offer to purchase such Indebtedness or other required repurchase of such Indebtedness; or

(d) any representation, warranty, schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of Debtor or any

Related Party to Secured Party is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, in each case as amended by the information provided in any request or notice delivered by Debtor to Secured Party pursuant to Section 7.1 of the Credit Agreement; or

(e) this Agreement or any Related Document, including any guaranty of or pledge of collateral security for the Liabilities, shall be repudiated or shall become unenforceable or incapable of performance in accord with its terms; or

(f) Debtor or any Related Party shall fail to maintain their existence in good standing in their state of organization or formation or shall fail to be duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a material adverse impact on the assets, condition or prospects of Debtor or any Related Party; or

(g) Debtor or any Related Party shall dissolve, liquidate, merge, consolidate, or cease to be in existence for any reason, or there shall be any change in any Constituent Document of Debtor from that in force on the date hereof which may have a material adverse impact on the ability of Debtor to repay the Liabilities; or

(h) any person or entity presently not in control of a Debtor or Related Party which is not a natural person shall obtain control directly or indirectly of such a Debtor or Related Party, whether by purchase or gift of stock or assets, by contract, or otherwise; or

(i) Debtor shall grant or any person (other than Secured Party) shall obtain a security interest in any of the Collateral, or shall file any financing statement purportedly covering any Collateral; Debtor or any other person shall perfect (or attempt to perfect) such a security interest; a court shall determine that Secured Party does not have a first-priority security interest in any of the Collateral or in any other assets constituting security for the Liabilities, enforceable in accord with this Agreement (as to the Collateral) or the related collateral documents (as to such other assets); or any notice of a federal tax lien against Debtor or any Related Party shall be filed with any public recorder; or

(j) (without limiting any other provision of this Agreement or any Related Document) there shall be any material loss or depreciation in the value of any of the Collateral for any reason, or Secured Party shall otherwise reasonably deem itself insecure with respect to the Collateral; or, unless expressly permitted by this Agreement or the Related Documents, all or any part of any of the Collateral or any direct, indirect, legal, equitable or beneficial interest therein is assigned, transferred or sold without Secured Party’s prior written consent;

(k) An involuntary case shall be commenced against the Debtor or any Related Party and the petition shall not be dismissed, stayed, bonded or discharged within sixty (60) days after commencement of the case; or a court having jurisdiction in the

premises shall enter a decree or order for relief in respect of the Debtor or any Related Party, under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect; or any other similar relief shall be granted under any applicable federal, state, local or foreign law; or

(l) A decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Debtor or any Related Party or over all or a substantial part of the property of the Debtor or any Related Party shall be entered; or an interim receiver, trustee or other custodian of the Debtor or any Related Party or of all or a substantial part of the property of the Debtor or any Related Party shall be appointed or a warrant of attachment, execution or similar process against any substantial part of the property of the Debtor or any Related Party, shall be issued and any such event shall not be stayed, dismissed, bonded or discharged within sixty (60) days after entry, appointment or issuance; or

(m) Debtor or any Related Party shall (i) commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, (iii) consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property, (iv) make any assignment for the benefit of creditors or (v) take any corporate action to authorize any of the foregoing.

9. DEFAULT REMEDIES.

(a) Notwithstanding any provision of any document or instrument evidencing or relating to any Liability: (i) upon the occurrence and during the continuance of any Event of Default specified in subsections (a)-(j) of the Section entitled “EVENTS OF DEFAULT,” Secured Party at its option may declare the Liabilities immediately due and payable without notice or demand of any kind; and (ii) upon the occurrence of any Event of Default specified in subsections (k)-(m) of the Section entitled “EVENTS OF DEFAULT,” the Liabilities shall be immediately and automatically due and payable without action of any kind on the part of Secured Party. Upon the occurrence and during the continuance of any Event of Default, Secured Party may exercise any rights and remedies under this Agreement, any Related Document or other document or instrument (including any Related Document evidencing Liabilities or pertaining to Collateral), and at law or in equity.

(b) If any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in Illinois and any State in which any Collateral is located, Secured Party may, in its sole discretion:

(i) without being required to give any prior notice to Debtor apply the cash (if any) then held by it hereunder toward the Liabilities in such order as Secured Party shall determine in its sole discretion; and

(ii) if there shall be no such cash or the cash so applied shall be insufficient to pay all obligations in full, sell the Collateral, or any part thereof, at any public or private sale, for cash, upon credit or for future delivery, as Secured Party shall deem appropriate, provided, however, that Debtor shall be credited with proceeds thereof only when the proceeds are actually received in cash by Secured Party, and such sale shall be deemed commercially reasonable. Secured Party shall be authorized at any such sale (to the extent it deems it advisable to do so, in its sole discretion) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral then being sold for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Secured Party shall have the right to assign, transfer and deliver to the purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Debtor. Debtor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party has no obligation to marshal Collateral or to clean up or otherwise prepare Collateral for sale, and may specifically disclaim any warranties as to the Collateral, including those of title, merchantability, and fitness for a particular purpose. Secured Party may comply with any applicable local, state or federal law requirements in connection with a disposition of Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Collateral. Debtor grants to Secured Party the right to enter into or on any premises where Collateral may be located for the purposes of exercising any remedies upon the occurrence of an Event of Default. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of Collateral if it takes such action for that purpose as Debtor requests in writing, but failure to do so shall not be deemed a failure to exercise ordinary care; no failure of Secured Party to preserve or protect any right with respect to Collateral against prior parties, or to do any act with respect to preservation of Collateral not so requested by Debtor, shall be deemed of itself a failure to exercise reasonable care in the custody or preservation of Collateral. To the extent that notice of sale shall be required to be given by law, Secured Party shall give Debtor at least ten days’ written notice of any such public sale or the date after which any such private sale or sales will be held. Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case any such purchaser shall fail to take up and pay for

the Collateral so sold; in the case of any such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, Secured Party may proceed by a suit at law or in equity to foreclose this Agreement and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction. Except as and if otherwise required by law, any proceeds of the Collateral sold or disposed of pursuant hereto shall be applied toward the Liabilities in such order as Secured Party shall determine in its sole discretion. Any balance remaining shall be returned to Debtor.

(c) Secured Party may, by written notice to Debtor, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such period and subject to such conditions as shall be specified in any such notice. In the case of any such waiver, Secured Party and Debtor shall be restored to their former position and rights hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No failure to exercise, and no delay in exercising, on the part of Secured Party of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of Secured Party herein provided are cumulative and not exclusive of any rights or remedies provided by law.

(d) As to any Liabilities owed to any Lender, Secured Party shall act as collateral agent for such Lender and shall take or refrain from taking action, and shall distribute proceeds of Collateral and other amounts recovered hereunder or under any Related Document, between such Lender and Secured Party as they shall from time to time agree. Except as and if required by law Debtor shall have no obligation or right whatsoever to inquire into any agreements or arrangements between Secured Party and any Lender as to Secured Party’s acting as collateral agent for any Lender.

10. RIGHTS OF SECURED PARTY. Without limiting any other rights Secured Party has under the law, Secured Party may, from time to time, at its option (but shall have no duty to):

(a) perform any agreement of Debtor hereunder that Debtor shall have failed to perform;

(b) take any other action which Secured Party deems necessary or desirable for the preservation of the Collateral or Secured Party’s interest therein and the carrying out of this Agreement, including: (i) any action to collect or realize upon the Collateral; (ii) the discharge of taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral; (iii) the discharge or keeping current of any obligation of Debtor having effect on the Collateral; (iv) receiving, endorsing and collecting all checks and other orders for the payment of money made payable to Debtor representing any dividend, interest payment or other distribution payable or distributable in respect of the Collateral or any part thereof, and giving full discharge for the same; and

(v) causing any person or entity having possession of any Collateral to acknowledge that such person or entity holds such Collateral for the benefit of Secured Party; and

(c) sign, file, authenticate, and authorize the signing, filing and authentication of, such financing statements and other documents respecting any right of Secured Party in the Collateral, in any and all jurisdictions as Secured Party shall determine in its discretion.

Debtor hereby appoints Secured Party as Debtor’s attorney in fact, which appointment is and shall be deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing and delivering any agreement, document, or instrument, on behalf of Debtor in accordance with this Section. Debtor will reimburse Secured Party for all reasonable expenses so incurred by Secured Party within 10 business days of receipt of a written request for reimbursement. Amounts unpaid by Debtor after such 10 business day period shall bear interest thereon at a rate per year equal to two percent (2%) in addition to the Prime Rate until paid.

11. WAIVER OF DEFENSES. Debtor irrevocably waives presentment, protest, notice of intent to accelerate, demand, notice of dishonor or default, notice of acceptance of this Agreement, notice of any loans made, extensions granted or other action taken in reliance hereon, and all other demands and notices of any kind in connection with this Agreement or the Liabilities.

12. SECURED PARTY MAY ALSO BE INTERMEDIARY OR TRUSTEE. Debtor hereby irrevocably waives, releases and forever relinquishes any claim or right of any nature whatsoever based upon the fact that Intermediary or a trustee of any Debtor or Guarantor which is a trust is or may be Secured Party itself or a Secured Party Affiliate, and hereby irrevocably consents to any such circumstance. The rights and powers of Secured Party shall not in any way be restricted by reason of any such present or future circumstance.

13. FURTHER ASSURANCES. Debtor agrees to do (or cause to be done) such further acts and things, and to execute and deliver (or cause to be executed and delivered) such additional conveyances, assignments, agreements, and instruments, as Secured Party may at any time request in connection with the administration or enforcement of this Agreement or related to the Collateral or any part thereof or in order better to assure and confirm unto Secured Party its rights, powers and remedies hereunder.

14. INVESTMENT DECISIONS. Debtor agrees that, except for a duty of good faith, Secured Party shall have no duty to Debtor with regard to decisions which Secured Party may make with regard to purchasing, holding or selling Collateral while the same shall be under Secured Party’s control.

delivered if to Secured Party to its banking office indicated above (Attention: Banking) and if to Debtor to its address set forth above, or to such other address as may be hereafter designated in writing by the respective parties hereto by a notice in accord with this Section.

16. MISCELLANEOUS. This Agreement, the Related Documents, and any document or instrument executed in connection herewith or therewith, unless in each case otherwise specifically provided therein: (i) shall be governed by and construed in accordance with the internal law of the State of Illinois, except to the extent if any that the Uniform Commercial Code of the State of Illinois provides for the application of the law of a different State; and (ii) shall be deemed to have been executed in the State of Illinois. This Agreement shall bind Debtor, its(his)(her) heirs, trustees (including successor and replacement trustees), executors, personal representatives, successors and assigns, as well as all persons and entities who become bound as a debtor to this Agreement, and shall inure to the benefit of Secured Party, its successors and assigns, except that neither Debtor nor any person or entity who or which becomes bound as a debtor hereto may transfer or assign any rights or obligations hereunder without the prior written consent of Secured Party. Debtor agrees to pay upon written demand all reasonable expenses (including attorneys’ fees, legal costs and expenses, and time charges of attorneys who may be employees of Secured Party, in each case whether in or out of court, in original or appellate proceedings or in bankruptcy) incurred or paid by Secured Party or any holder hereof in connection with the enforcement or preservation of its rights hereunder, under any Related Document, or under any document or instrument executed in connection herewith or therewith. If there shall be more than one person or entity constituting Debtor, each of them shall be primarily, jointly and severally liable for all obligations hereunder. This Agreement may be executed in two or more counterparts, and (if there is more than one party) by each party on separate counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

17. WAIVER OF JURY TRIAL, ETC. DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT.

IN WITNESS HEREOF, the parties hereto have executed this Pledge Agreement as of the date first above written.

QUIXOTE CORPORATION


By:	/s/ Daniel P. Gorey
Name:	Daniel P. Gorey
Title:	Vice President, Chief Financial Officer & Treasurer


ACCEPTED:

THE NORTHERN TRUST COMPANY,
for itself and as Agent on behalf of Lenders


By:	/s/ Jon W. Kreidler
Name:	Jon W. Kreidler
Title:	Officer

EXHIBIT A TO

SUBSIDIARY STOCK PLEDGE AGREEMENT EXECUTED

BY QUIXOTE CORPORATION (“ Debtor”)

IN FAVOR OF THE NORTHERN TRUST COMPANY,

AS AGENT FOR THE LENDERS (“Secured Party”)

THIS EXHIBIT A CONSISTS OF 1 PAGE

LISTING OF PLEDGED SECURITIES

OWNER	ISSUER	STOCK CERTIFICATE NO./SHARES OF COMMON STOCK	AUTHORIZED SHARES/OUTSTANDING
1. Quixote Corporation	Energy Absorption Systems, Inc.	#1/1000	1500 Common, $.01 PV, 100,000 Series A Preferred N.P.V./1000 Common Outstanding

2. Quixote Corporation	Quixote Transportation Systems, inc.	#1/1000	1000 Common, $1.00 PV / 1000 Common Outstanding

SUBSIDIARY STOCK PLEDGE AGREEMENT

(QUIXOTE TRANSPORTATION SAFETY, INC.)

Dated as of September 10, 2004

This Pledge Agreement (as modified from time to time, the “Agreement”) has been executed by QUIXOTE TRANSPORTATION SAFETY, INC., organized under the laws of the State of Delaware, on its own behalf as Pledgor (“Pledgor”), with an office at 35 East Wacker Drive, Chicago, Illinois 60601, in favor of THE NORTHERN TRUST COMPANY, an Illinois banking association, as secured party and as Agent for itself and the other Lenders (“Lenders”) party to that Credit Agreement, as defined herein (together with any successor, assign or subsequent holder, “Secured Party”), with a banking office at 50 South LaSalle Street, Chicago, Illinois 60675. Various capitalized terms used in this Agreement have the meanings set forth in the Section of this Agreement entitled “DEFINITIONS.”

WHEREAS, Quixote Corporation (the “Borrower”) and the Lenders entered into that certain Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of December 9, 2003, by a Second Amendment as of June 30, 2004 and by a Third Amendment as of the date hereof (the “Credit Agreement”), pursuant to which Credit Agreement the Lenders have made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes, dated as of September 10, 2004, in the maximum aggregate principal amount of Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower and made payable pro rata to the order of the Lenders (the “Revolving Notes”) and (ii) Term Loans to the Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the aggregate principal amount of Twenty Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made payable pro rata to the order of the Lenders (the “Term Notes”);

WHEREAS, Pledgor is the owner of all of the capital stock, as described in Exhibit A attached hereto (the “Securities”), of Energy Absorption Systems, Inc., Transafe Corporation, Surface Systems, Inc., U.S. Traffic Corporation and Peek Traffic Corporation, each of which is a Subsidiary Guarantor under the Credit Agreement;

WHEREAS, Pledgor has issued and is obligated under that Subsidiary Guaranty, dated December 9, 2003, in favor of Secured Party, under which Subsidiary Guaranty, Pledgor guaranties the Liabilities, as defined herein, including, without limitation, the payment and performance of the obligations of Borrower under the Credit Agreement.

WHEREAS, the Secured Party has requested and the Pledgor has agreed to pledge the Securities as collateral for the Liabilities, as defined herein.

In consideration of Secured Party’s extension of the financial accommodations and continuation of existing financial accommodations to Borrower, pursuant to the terms of the Credit Agreement and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Pledgor agrees as follows:

1. DEFINITIONS.

(a) As used in this Agreement the following terms shall have the indicated meanings:

“Collateral”—see Section entitled “PLEDGE.”

“Credit Agreement” means the Credit Agreement, dated as of May 16, 2003, among the Borrower, the Secured Party and the Lenders party thereto, as amended by a First Amendment, dated as of December 9, 2003, a Second Amendment, dated as of June 30, 2004 and a Third Amendment, dated as of September 10, 2004 and as hereafter amended from time to time.

“Event of Default”—see Section entitled “EVENTS OF DEFAULT.”

“Intermediary”—see Section entitled “PLEDGE.”

“Lender” shall mean the Secured Party for itself and any Lender, a party to and as defined in the Credit Agreement.

“Liabilities”—see Section entitled “LIABILITIES.”

“Listed,” as to a security, means traded domestically on any national securities exchange or in the NASDAQ market.

The term “person” includes both individuals and organizations.

“Related Document(s)” means any note, agreement, guaranty, security agreement or other document or instrument previously, now or hereafter delivered to Secured Party

or any Lender in connection with the Liabilities, the Credit Agreement, any Subsidiary Guaranty or this Agreement. The term “related document,” if not initial-capitalized, means a document related to another referenced document.

“Related Party(ies)” means any Guarantor.

The term “Secured Party” means the above-indicated Secured Party acting both for itself and as collateral agent for any Lender (see in particular the section hereof entitled “Liabilities”).

“Unmatured Event of Default” means any event or condition that would become an Event of Default with notice or the passage of time or both.

2. PLEDGE. Pledgor hereby assigns, pledges, hypothecates, delivers, sets over and transfers to Secured Party and grants to Secured Party a continuing security interest in, for the benefit of Secured Party (as provided in the Section entitled “Liabilities”), the following, in each case whether certificated or uncertificated, whether now owned or hereafter acquired, wherever located (any or all of such, the “Collateral”):

(a) Certificated Securities in possession of Secured Party and not in a Securities Account, which Securities are described in Exhibit A attached hereto and incorporated herein by reference.

(b) With respect to any Collateral referred to herein:

(i) all stock and bond powers, certificates and instruments; and

(c) With respect to the foregoing, all products and proceeds thereof, including insurance proceeds and payments under the Securities Investor Protection Act of 1970, as amended.

3. LIABILITIES.

The Collateral shall secure the payment and performance of all obligations and liabilities of Pledgor:

(a) to Secured Party, and to any Lender and its affiliates, with respect to Hedging Obligations as defined in the Credit Agreement, howsoever created, evidenced or arising, whether direct or indirect, absolute or contingent, now due or to become due, or now existing or hereafter arising, joint, several or joint and several, including obligations under or with respect to future advances and letters of credit issued by Secured Party or any Lender for the account of or at the request of Pledgor and all reimbursement obligations arising therefrom, including, without limitation, under the Credit Agreement and the Related Documents;

(b) to Secured Party under or in connection with: (i) the Subsidiary Guaranty by Pledgor guaranteeing any and all obligations of Borrower to Secured Party; and (ii) any reasonable expenses (including attorneys’ fees, legal costs and expenses, and time charges of attorneys who may be employees of Secured Party, whether in or out of court, in original or appellate proceedings or in bankruptcy) incurred or paid by Secured Party in connection with the enforcement or preservation of its rights hereunder or under any Related Document.

4. REPRESENTATIONS AND WARRANTIES.

Pledgor hereby represents and warrants to Secured Party that:

(a) Pledgor’s exact legal name is as set forth in the heading to this Agreement. If Pledgor is an organization: Pledgor’s type of organization and jurisdiction of organization or formation, are as set forth in the preamble to this Agreement; and Pledgor’s place of business or, if Pledgor has more than one place of business, Pledgor’s chief executive office is located at the address set forth above; and Pledgor has never been organized or formed in any jurisdiction other than the jurisdiction set forth in the preamble to this Agreement. All Collateral currently is located in one of the fifty states of the United States of America. Further, except as and if specifically disclosed by Pledgor to Secured Party IN WRITING prior to the execution of this Agreement, during the five (5) years and six months prior to the date of this Agreement:

(A) Pledgor has not been known by any legal name different from the one set forth in the heading of this Agreement nor has Pledgor been the subject of any merger, consolidation, or other corporate or organizational reorganization.

(B) Pledgor’s place of business or, if Pledgor has more than one place of business, Pledgor’s chief executive office has been at Pledgor’s address set forth above, except that prior to February 9, 2004, 2004 Pledgor’s chief executive office was located at One East Wacker Drive, Chicago, Illinois 60601.

(b) Pledgor and Borrower are validly existing and in good standing under the laws of their state of organization or formation, and are duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a material adverse impact on the assets, condition or prospects of Pledgor. The execution, delivery and performance of this Agreement and all Related Documents are within Pledgor’s powers and have been authorized by all necessary action required by law and Pledgor’s Constituent Documents.

(d) There has been no material adverse change in the business, condition, properties, assets, operations or prospects of Pledgor or any Related Party since the date of the latest financial statements provided by or on behalf of Pledgor or any Related Party to Secured Party.

(e) No financing statement, mortgage, notice of judgment, or any similar instrument (unless filed on behalf of Secured Party) covering any of the Collateral is on file in any public office.

(f) Pledgor is the lawful owner of and has rights in or power to transfer all Collateral, free and clear of all liens, pledges, charges, mortgages, and claims other than any in favor of Secured Party, except liens for current taxes not delinquent.

(g) Pledgor has filed or caused to be filed all federal, state, and local tax returns that are required to be filed, and has paid or has caused to be paid all of its taxes, including any taxes shown on such returns or on any assessment received by it, to the extent that such taxes have become due.

(h) Except for federal and state securities laws generally applicable to the sale, transfer or redemption of securities, sale, transfer and redemption of the Collateral by Secured Party: (A) are not prohibited or regulated by any federal or state law or regulation or any agreement binding upon Pledgor, including any Constituent Document; and (B) require no registration or filing with, or consent or approval of, any governmental body, regulatory authority or securities exchange.

(i) Pledgor is not an executive officer, director or other “affiliate” (as contemplated by Rules 144 and 145 of the Federal Securities and Exchange Commission) of any issuer of any Collateral.

(j) The Collateral is duly and validly authorized and issued, non-assessable, fully paid and paid for, and outstanding.

(k) (A) The execution, delivery and performance of this Agreement and all Related Documents are in Pledgor’s best interest in its current and future business operations and will materially benefit Pledgor; and (B) Pledgor has received adequate, fair and valuable consideration, and at least reasonably equivalent value, to enter into and perform this Agreement and all Related Documents.

(l) The request or application for any Liabilities by Pledgor shall be a representation and warranty by Pledgor as of the date of such request or application that: (i) no Event of Default or Unmatured Event of Default has occurred and is continuing as of such date; and (ii) Pledgor’s representations and warranties herein and in any Related Document are true and correct as of such date as though made on such date.

5. DEPOSITORIES; SUB-AGENTS AND NOMINEES.

(c) For the better perfection of Secured Party’s rights in and to the Collateral and to facilitate implementation of such rights, following an Event of Default, Pledgor shall, upon written request of Secured Party, cause all the certificates, notes, documents and other instruments evidencing, representing or otherwise comprising the Collateral to be registered or otherwise put into the name of Secured Party or a nominee or nominees of Secured Party.

(d) Pledgor hereby consents and agrees that the issuers of, or any depository, registrar, transfer agent or similar party for any of, the Collateral shall be entitled to accept the provisions hereof as conclusive evidence of the right of Secured Party to effect any transfer pursuant hereto, notwithstanding any notice or direction to the contrary heretofore or hereafter

given by Pledgor or any other person to any such issuer or any such depository, registrar, transfer agent or similar party.

6. VOTING & MISCELLANEOUS RIGHTS. Unless an Event of Default has occurred and is continuing, Pledgor may exercise any and all rights (including voting rights) with respect to the Collateral, subject to the terms of this Agreement. If an Event of Default has occurred and is continuing, Secured Party (and only Secured Party) may exercise any and all such rights.

7. GENERAL COVENANTS. Pledgor agrees that so long as this Agreement remains in effect, it will:

(a) NOTIFY SECURED PARTY IN WRITING AT LEAST SIXTY (60) DAYS IN ADVANCE OF:

(i) ANY CHANGE WHATSOEVER IN THE NAME OF PLEDGOR;

(ii) THE STATE OR JURISDICTION IN WHICH PLEDGOR IS ORGANIZED OR FORMED OR, IF PLEDGOR IS AN INDIVIDUAL, IN WHICH PLEDGOR’S PRINCIPAL RESIDENCE IS LOCATED;

(iii) ANY NEW NAMES UNDER WHICH PLEDGOR INTENDS TO DO BUSINESS; OR

(iv) ANY NEW ADDRESSES AT OR FROM WHICH PLEDGOR INTENDS TO DO BUSINESS OR TO KEEP COLLATERAL OF ANY KIND.

Pledgor shall in any event keep all Collateral within one or more states of the United States of America.

(b) Promptly deliver any cash, securities or other property received with respect to the Collateral, whether as proceeds of the disposition thereof, dividends with respect thereto, or otherwise, to be held by Secured Party as Collateral. NOTWITHSTANDING THE FOREGOING, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, PLEDGOR MAY CONTINUE TO RECEIVE AND RETAIN INTEREST AND REGULAR CASH DIVIDENDS ON THE COLLATERAL.

(c) Defend the Collateral against the claims and demands of all persons other than Secured Party and promptly pay all taxes, assessments, and charges upon the Collateral. Pledgor agrees not to sign, file, or authenticate, or authorize or permit the signing, filing or authentication of, any financing statements or other documents creating or perfecting a lien upon or security interest in any of the Collateral except in favor of Secured Party, or otherwise create, suffer, or permit to exist any liens or security interests upon any Collateral other than in favor of Secured Party, except tax liens, provided that such liens are removed before related taxes become delinquent.

(d) Sign, file, authenticate, and authorize the signing, filing and authenticating of, such financing statements and other documents (and pay the cost of filing and recording the same in all public offices deemed necessary by Secured Party), and do such other acts, as Secured Party may request to establish and maintain a valid and perfected security interest in the Collateral free and clear of all other liens and claims, except tax liens, provided that such liens are removed before related taxes become delinquent.

(f) Subject to the terms of the Credit Agreement, provide to Secured Party from time to time such financial statements of and other information concerning the Collateral, Pledgor, and any Related Party as Secured Party shall reasonably request.

8. EVENTS OF DEFAULT. The occurrence or continuance of any of the following shall constitute an “Event of Default”:

(c) the Pledgor or any Related Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) with respect to any Indebtedness (as defined in the Credit Agreement) beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $2,000,000; or any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any such Indebtedness having such aggregate outstanding principal amount, beyond any period of grace, if any, provided with respect thereto, if the effect thereof is

to cause an acceleration, mandatory redemption, a requirement that the Pledgor offer to purchase such Indebtedness or other required repurchase of such Indebtedness; or

(d) any representation, warranty, schedule, certificate, financial statement, report, notice, or other writing furnished by or on behalf of Pledgor or any Related Party to Secured Party is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, in each case as amended by the information provided in any request or notice delivered by Pledgor to Secured Party pursuant to Section 7.1 of the Credit Agreement; or

(f) Pledgor or any Related Party shall fail to maintain their existence in good standing in their state of organization or formation or shall fail to be duly qualified, in good standing and authorized to do business in each jurisdiction where failure to do so might have a material adverse impact on the assets, condition or prospects of Pledgor or any Related Party; or

(g) Pledgor or any Related Party shall dissolve, liquidate, merge, consolidate, or cease to be in existence for any reason, or there shall be any change in any Constituent Document of Pledgor from that in force on the date hereof which may have a material adverse impact on the ability of Pledgor to repay the Liabilities; or

(h) any person or entity presently not in control of a Pledgor or Related Party which is not a natural person shall obtain control directly or indirectly of such a Pledgor or Related Party, whether by purchase or gift of stock or assets, by contract, or otherwise; or

(i) Pledgor shall grant or any person (other than Secured Party) shall obtain a security interest in any of the Collateral, or shall file any financing statement purportedly covering any Collateral; Pledgor or any other person shall perfect (or attempt to perfect) such a security interest; a court shall determine that Secured Party does not have a first-priority security interest in any of the Collateral or in any other assets constituting security for the Liabilities, enforceable in accord with this Agreement (as to the Collateral) or the related collateral documents (as to such other assets); or any notice of a federal tax lien against Pledgor or any Related Party shall be filed with any public recorder; or

legal, equitable or beneficial interest therein is assigned, transferred or sold without Secured Party’s prior written consent;

(k) An involuntary case shall be commenced against the Pledgor or any Related Party and the petition shall not be dismissed, stayed, bonded or discharged within sixty (60) days after commencement of the case; or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Pledgor or any Related Party, under any applicable bankruptcy, insolvency or other similar law now or hereinafter in effect; or any other similar relief shall be granted under any applicable federal, state, local or foreign law; or

(l) A decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Pledgor or any Related Party or over all or a substantial part of the property of the Pledgor or any Related Party shall be entered; or an interim receiver, trustee or other custodian of the Pledgor or any Related Party or of all or a substantial part of the property of the Pledgor or any Related Party shall be appointed or a warrant of attachment, execution or similar process against any substantial part of the property of the Pledgor or any Related Party, shall be issued and any such event shall not be stayed, dismissed, bonded or discharged within sixty (60) days after entry, appointment or issuance; or

(m) Pledgor or any Related Party shall (i) commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, (iii) consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property, (iv) make any assignment for the benefit of creditors or (v) take any corporate action to authorize any of the foregoing.

9. DEFAULT REMEDIES.

(b) If any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default

under the Uniform Commercial Code in effect in Illinois and any State in which any Collateral is located, Secured Party may, in its sole discretion:

(i) without being required to give any prior notice to Pledgor apply the cash (if any) then held by it hereunder toward the Liabilities in such order as Secured Party shall determine in its sole discretion; and

(ii) if there shall be no such cash or the cash so applied shall be insufficient to pay all obligations in full, sell the Collateral, or any part thereof, at any public or private sale, for cash, upon credit or for future delivery, as Secured Party shall deem appropriate, provided, however, that Pledgor shall be credited with proceeds thereof only when the proceeds are actually received in cash by Secured Party, and such sale shall be deemed commercially reasonable. Secured Party shall be authorized at any such sale (to the extent it deems it advisable to do so, in its sole discretion) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral then being sold for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Secured Party shall have the right to assign, transfer and deliver to the purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor. Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party has no obligation to marshal Collateral or to clean up or otherwise prepare Collateral for sale, and may specifically disclaim any warranties as to the Collateral, including those of title, merchantability, and fitness for a particular purpose. Secured Party may comply with any applicable local, state or federal law requirements in connection with a disposition of Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Collateral. Pledgor grants to Secured Party the right to enter into or on any premises where Collateral may be located for the purposes of exercising any remedies upon the occurrence of an Event of Default. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of Collateral if it takes such action for that purpose as Pledgor requests in writing, but failure to do so shall not be deemed a failure to exercise ordinary care; no failure of Secured Party to preserve or protect any right with respect to Collateral against prior parties, or to do any act with respect to preservation of Collateral not so requested by Pledgor, shall be deemed of itself a failure to exercise reasonable care in the custody or preservation of Collateral. To the extent that notice of sale shall be required to be given by law, Secured Party shall give Pledgor at least ten days’ written notice of any such public sale or the date after which any such private sale or sales will be held. Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned

from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case any such purchaser shall fail to take up and pay for the Collateral so sold; in the case of any such failure, such Collateral may be sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, Secured Party may proceed by a suit at law or in equity to foreclose this Agreement and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction. Except as and if otherwise required by law, any proceeds of the Collateral sold or disposed of pursuant hereto shall be applied toward the Liabilities in such order as Secured Party shall determine in its sole discretion. Any balance remaining shall be returned to Pledgor.

(c) Secured Party may, by written notice to Pledgor, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such period and subject to such conditions as shall be specified in any such notice. In the case of any such waiver, Secured Party and Pledgor shall be restored to their former position and rights hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No failure to exercise, and no delay in exercising, on the part of Secured Party of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of Secured Party herein provided are cumulative and not exclusive of any rights or remedies provided by law.

(d) As to any Liabilities owed to any Lender, Secured Party shall act as collateral agent for such Lender and shall take or refrain from taking action, and shall distribute proceeds of Collateral and other amounts recovered hereunder or under any Related Document, between such Lender and Secured Party as they shall from time to time agree. Except as and if required by law Pledgor shall have no obligation or right whatsoever to inquire into any agreements or arrangements between Secured Party and any Lender as to Secured Party’s acting as collateral agent for any Lender.

10. RIGHTS OF SECURED PARTY. Without limiting any other rights Secured Party has under the law, Secured Party may, from time to time, at its option (but shall have no duty to):

(a) perform any agreement of Pledgor hereunder that Pledgor shall have failed to perform;

Collateral; (ii) the discharge of taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral; (iii) the discharge or keeping current of any obligation of Pledgor having effect on the Collateral; (iv) receiving, endorsing and collecting all checks and other orders for the payment of money made payable to Pledgor representing any dividend, interest payment or other distribution payable or distributable in respect of the Collateral or any part thereof, and giving full discharge for the same; and (v) causing any person or entity having possession of any Collateral to acknowledge that such person or entity holds such Collateral for the benefit of Secured Party; and

Pledgor hereby appoints Secured Party as Pledgor’s attorney in fact, which appointment is and shall be deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing and delivering any agreement, document, or instrument, on behalf of Pledgor in accordance with this Section. Pledgor will reimburse Secured Party for all reasonable expenses so incurred by Secured Party within 10 business days of receipt of a written request for reimbursement. Amounts unpaid by Pledgor after such 10 business day period shall bear interest thereon at a rate per year equal to two percent (2%) in addition to the Prime Rate until paid.

11. WAIVER OF DEFENSES. Pledgor irrevocably waives presentment, protest, notice of intent to accelerate, demand, notice of dishonor or default, notice of acceptance of this Agreement, notice of any loans made, extensions granted or other action taken in reliance hereon, and all other demands and notices of any kind in connection with this Agreement or the Liabilities.

12. SECURED PARTY MAY ALSO BE INTERMEDIARY OR TRUSTEE. Pledgor hereby irrevocably waives, releases and forever relinquishes any claim or right of any nature whatsoever based upon the fact that Intermediary or a trustee of any Pledgor or Guarantor which is a trust is or may be Secured Party itself or a Secured Party Affiliate, and hereby irrevocably consents to any such circumstance. The rights and powers of Secured Party shall not in any way be restricted by reason of any such present or future circumstance.

13. FURTHER ASSURANCES. Pledgor agrees to do (or cause to be done) such further acts and things, and to execute and deliver (or cause to be executed and delivered) such additional conveyances, assignments, agreements, and instruments, as Secured Party may at any time request in connection with the administration or enforcement of this Agreement or related to the Collateral or any part thereof or in order better to assure and confirm unto Secured Party its rights, powers and remedies hereunder.

14. INVESTMENT DECISIONS. Pledgor agrees that, except for a duty of good faith, Secured Party shall have no duty to Pledgor with regard to decisions which Secured Party may make with regard to purchasing, holding or selling Collateral while the same shall be under Secured Party’s control.

15. NOTICES. All notices, requests and demands to or upon the respective parties hereto shall be deemed to have been given or made five business days after a record has been deposited in the mail, postage prepaid, or one business day after a record has been deposited with a recognized overnight courier, charges prepaid or to be billed to the sender, or on the day of delivery if delivered manually with receipt acknowledged, in each case addressed or delivered if to Secured Party to its banking office indicated above (Attention: Banking) and if to Pledgor to its address set forth above, or to such other address as may be hereafter designated in writing by the respective parties hereto by a notice in accord with this Section.

16. MISCELLANEOUS. This Agreement, the Related Documents, and any document or instrument executed in connection herewith or therewith, unless in each case otherwise specifically provided therein: (i) shall be governed by and construed in accordance with the internal law of the State of Illinois, except to the extent if any that the Uniform Commercial Code of the State of Illinois provides for the application of the law of a different State; and (ii) shall be deemed to have been executed in the State of Illinois. This Agreement shall bind Pledgor, its(his)(her) heirs, trustees (including successor and replacement trustees), executors, personal representatives, successors and assigns, as well as all persons and entities who become bound as a Pledgor to this Agreement, and shall inure to the benefit of Secured Party, its successors and assigns, except that neither Pledgor nor any person or entity who or which becomes bound as a Pledgor hereto may transfer or assign any rights or obligations hereunder without the prior written consent of Secured Party. Pledgor agrees to pay upon written demand all reasonable expenses (including attorneys’ fees, legal costs and expenses, and time charges of attorneys who may be employees of Secured Party, in each case whether in or out of court, in original or appellate proceedings or in bankruptcy) incurred or paid by Secured Party or any holder hereof in connection with the enforcement or preservation of its rights hereunder, under any Related Document, or under any document or instrument executed in connection herewith or therewith. If there shall be more than one person or entity constituting Pledgor, each of them shall be primarily, jointly and severally liable for all obligations hereunder. This Agreement may be executed in two or more counterparts, and (if there is more than one party) by each party on separate counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

17. WAIVER OF JURY TRIAL, ETC. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. PLEDGOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, AND HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR

OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT.

IN WITNESS HEREOF, the parties hereto have executed this Pledge Agreement as of the date first above written.

QUIXOTE TRANSPORTATION SAFETY, INC.


By:	/s/ Daniel P. Gorey
Name:	Daniel P. Gorey
Title:	Vice President and Treasurer


ACCEPTED:

THE NORTHERN TRUST COMPANY,
for itself and as Agent on behalf of Lenders


By:	/s/ Jon W. Kreidler
Name:	Jon W. Kreidler
Title:	Officer

EXHIBIT A TO

SUBSIDIARY STOCK PLEDGE AGREEMENT EXECUTED

BY QUIXOTE TRANSPORTATION SAFETY, INC. (“ Pledgor”)

IN FAVOR OF THE NORTHERN TRUST COMPANY,

AS AGENT FOR THE LENDERS (“Secured Party”)

THIS EXHIBIT A CONSISTS OF 1 PAGE

LISTING OF PLEDGED SECURITIES

OWNER	ISSUER	STOCK CERTIFICATE NO./SHARES OF COMMON STOCK	AUTHORIZED SHARES/OUTSTANDING
1. Quixote Transportation Safety, Inc.	Peek Traffic Corporation (f/k/a Vision Acquisition Corporation)	#1/1000	1000 Common, $1.00 PV / 1000 Common Outstanding

2. Quixote Transportation Saftey, Inc.	U.S. Traffic Corporation (f/k/a Green Light Acquisition Company)	#1/1000	1000 Common, $1.00 PV / 1000 Common Outstanding

3. Quixote Transportation Saftey, Inc.	Surface Systems Inc.	#1/456,900	1,000,000 Common / $1.00 PV/456,900 Outstanding

4. Quixote Transportation Saftey, Inc.	Transafe Corporation	#2/1000	1000 Common, $1.00 PV / 1000 Common Outstanding

SUBSIDIARY STOCK PLEDGE AGREEMENT

(TRANSAFE CORPORATION)

Dated as of September 10, 2004

This Pledge Agreement (as modified from time to time, the “Agreement”) has been executed by TRANSAFE CORPORATION, organized under the laws of the State of Delaware, on its own behalf as Pledgor (“Pledgor”), with an office at 35 East Wacker Drive, Chicago, Illinois 60601, in favor of THE NORTHERN TRUST COMPANY, an Illinois banking association, as secured party and as Agent for itself and the other Lenders (“Lenders”) party to that Credit Agreement, as defined herein (together with any successor, assign or subsequent holder, “Secured Party”), with a banking office at 50 South LaSalle Street, Chicago, Illinois 60675. Various capitalized terms used in this Agreement have the meanings set forth in the Section of this Agreement entitled “DEFINITIONS.”

WHEREAS, Pledgor is the owner of all of the capital stock, as described in Exhibit A attached hereto (the “Securities”), of Nu-Metrics, Inc. and Highway Information Systems, Inc., each of which is a Subsidiary Guarantor under the Credit Agreement;