Exhibit 10.2  SEVERANCE AND NON-COMPETITION AGREEMENT  THIS SEVERANCE AND
NON-COMPETITION AGREEMENT, dated as of February 3, 2009 (the Agreement),
is by and between Quixote Corporation, a Delaware corporation having its
principal offices at 35 East Wacker Drive, Chicago, IL 60601 (Quixote),
and Bruce Reimer, an Executive of the Company (Executive).  WHEREAS, the Executive is a
key employee of Quixote who possesses valuable proprietary knowledge of
Quixote, its business and operations and the markets in which Quixote competes;
and  WHEREAS, the Board of
Directors of Quixote (the Board) has recognized and continues to recognize
that the Executives contribution to the growth and success of Quixote has
been, and is expected to continue to be, substantial and desires to assure
Quixote of the Executives continued employment by assuring him of fair
treatment if that relationship is terminated; and  NOW, THEREFORE, in
consideration of the foregoing, the mutual covenants and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:  1.             Certain Defined Terms.  (a)           Good Reason. 
Good Reason shall mean either of the events described in (i) and (ii) of
this subsection 1(a) occurring without the Executives written
consent.  The Executives termination of
employment hereunder shall not be treated as a termination for Good Reason
unless (1) the Executive provides notice to Quixote of the existence of
the Good Reason no later than sixty (60) days after the occurrence of the event
which forms the basis for any termination for Good Reason, and (2) Quixote
fails to remedy the Good Reason within thirty (30) days after receipt of notice
from the Executive of the existence of the Good Reason (the Cure Period), and
(3) the Executive tenders his resignation in writing to Quixote within
fifteen (15) days after end of the Cure Period:  (i)the Executives base
compensation and fringe benefits are reduced, in the aggregate, by 20% or more;
or  (ii)Quixote fails to obtain the
assumption of the obligation to perform this Agreement by any successor as
contemplated in Section 12 hereof.  (b)           Cause. 
Quixote shall have Cause to terminate the Executives employment upon:


(i)the willful
failure by the Executive to substantially perform his duties, other than when
such failure resulting from the Executives incapacity is due to physical or
mental illness;  (ii)the willful
engaging by the Executive in gross misconduct materially and demonstrably
injurious to Quixote or its subsidiaries; or  (iii)the commission
by the Executive of a crime which is a felony.  For the purpose of this subsection (b), no act, or the failure to act,
on the Executives part shall be considered willful unless done, or omitted
to be done, by him not in good faith and without reasonable belief that his
action or omission was in the best interest of 
Quixote or its subsidiaries.  (c)           Disability. 
An Executives Disability shall occur if the Executive is absent from
his duties as an Executive of Quixote on a full-time basis for six (6) consecutive
months and if he qualifies for long-term disability under Quixotes long-term
disability insurance plan.  (d)           Salary Continuation Period.  The Salary Continuation Period shall mean
one (1) year from the date of a Termination of the Executive.  2.             Termination.  (a)           Termination of Employment.  If the Executives employment (x) is
terminated for Good Reason, or (y) is terminated for a reason other than death,
Disability, Cause or voluntary resignation not constituting a Good Reason, (a
Good Reason termination or termination for a reason other than death,
Disability, Cause or voluntary resignation not constituting a Good Reason is
referred to herein as a Termination), the Executive will be entitled to
receive:  (i)His full base
salary through the date of Termination at the rate in effect at the time
Termination occurs;  (ii)Any
reimbursable expenses which have been incurred but are unpaid;  (iii)Payment for any
unexpired vacation days which have accrued but are unused; and  (iv)Subject to Section 7(f),
payment of the Executives base salary, plus COBRA reimbursement and auto
allowance for the Salary Continuation Period which shall be paid in a lump sum
(the Separation Benefit).  (b)           Release Agreement. 
Prior to Executive obtaining the right to receive, and in exchange for,
the Separation Benefit provided in  Section 2(a)(iv),
above, Executive will first enter into and execute, and deliver to Quixote, a
Release Agreement substantially in the form attached hereto as Exhibit A
(the Release) upon Executives Termination of employment.  Unless the Release is executed by Executive
and delivered to Quixote within the time period set  2


forth in Paragraph 15 of the Release,
Executive will not receive the payments provided in Section 2(a)(iv) above.  (c)           Termination of Severance and Non-Competition Agreement.  This Severance and Non-Competition Agreement
shall terminate on the tenth anniversary of this Agreement if the employment of
Executive has not been terminated prior to that date.  3.             Withholding Taxes; Code Section 409A.  All payments made under this Agreement shall
be subject to reduction to reflect all federal, state, local and other taxes
required to be withheld by applicable law. 
Notwithstanding anything to the contrary contained in Section 2, if
any payment to the Executive under Section 2 would constitute a deferral
of compensation under Section 409A of the Internal Revenue Code of 1986,
as amended (the Code), (such compensation does not, for example, qualify for
the short-term deferral exception under Section 409A of the Code) and
the Executive is a specified employee (as such phrase is defined in Section 409A
of the Code), the Executive (or the Executives beneficiary) will receive
payment of such amounts described in this Section 3 which would otherwise
be payable hereunder during the first six (6) months following the
Executives separation from service with Quixote (as such phrase is defined
in Section 409A of the Code) upon the first to occur of:  (i) the date which is first date of the
seventh month after the effective date of the Executives separation from
service, or (ii) the date of the Executives death; provided however, Quixote shall immediately upon Termination pay such
amounts described in this Section 3 into a domestic rabbi trust to be
held by a mutually-acceptable bank or other third party until the Executive is
entitled to receive such payments.  4.             Mitigation. 
The Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for in this Agreement
be reduced by any compensation earned by the Executive as a result of
employment by another employer after the date of Termination, or otherwise.  5.             At-Will Employment.  Notwithstanding this Agreement, Executives
relationship with Quixote continues to be an at-will employment
relationship.  Quixote or Executive has
the right to terminate Executives employment with Quixote at any time with or
without Cause and with or without notice. 
Nothing in this Agreement confers upon the Executive any right to continue
in the employ of Quixote, or in any way limits the rights of Quixote, except as
expressly stated herein, to discharge the Executive at any time for any reason
whatsoever, with or without cause.  6.             Confidential Information.  The Executive shall at all times hold in a
fiduciary capacity for the benefit of Quixote all secret, confidential or
proprietary information, knowledge or data relating to Quixote and its
respective businesses, which shall have been obtained by the Executive during
the Executives employment by Quixote and which shall not be or become public
knowledge including, but not limited to, information regarding the technology,
proprietary methodologies and products, software, other trade secrets, clients,
suppliers, customers, consultants and agents of Quixote (the Confidential
Information).  During the Executives
employment with Quixote and after Termination of such employment at any time or
for any reason, and regardless of whether any payments are made to the
Executive under this Agreement as a result of such termination, the Executive
shall not, without the prior written consent of  3


Quixote or as may otherwise
be required by law or legal process, communicate or divulge any Confidential
Information to any person other than Quixote and those designated by it or use
any Confidential Information except for the benefit of Quixote.  Immediately upon Termination of the Executives
employment with Quixote at any time or for any reason, the Executive shall
return to Quixote all Confidential Information, including, but not limited to,
any and all copies, reproductions, notes or extracts of Confidential
Information.  The terms of this Section 6
shall be in addition to, and not a replacement of, the provisions of any
Executive confidentiality or inventions agreement with Executive.  7.             Non-Competition.  (a)           Solicitation of Employees.  During the Executives employment with
Quixote and for a period of twelve (12) months after termination of such employment
at any time and for any reason, and regardless of whether any payments are made
to the Executive under this Agreement as a result of such Termination, the
Executive shall not solicit, participate in or promote  the solicitation of any person who was employed
by Quixote at the time of the Executives Termination of employment with
Quixote to leave the employ of Quixote or its subsidiaries, or, on behalf of
himself or any other person, hire, employ or engage any such person; provided
however that the foregoing restriction shall not prohibit Executive or a firm
with which he is employed or affiliated from (i) publishing and receiving
responses to a general solicitation for employment in a general circulation
newspaper, magazine, website or similar medium, or (ii) hiring a former
employee of Quixote who has not been employed by Quixote or its subsidiaries
for a period of at least six (6) months. 
The Executive further agrees that, during such twelve (12) month period,
if a current employee of Quixote contacts the Executive about prospective
employment, the Executive will inform such employee that he cannot discuss the
matter further without informing Quixote.  (b)           Covenants During Employment.  During the Executives employment, the
Executive will not compete with Quixote anywhere that Quixote conducts its
business.  In accordance with this
restriction, but without limiting its terms, during the Executives employment,
the Executive will not:  (i)Enter into or
engage in any business which competes with the business of Quixote or its
subsidiaries;  (ii)Solicit
customers, business, patronage or orders for, or sell, any products and
services in competition with, or for any business that competes with, the
business of Quixote or its subsidiaries;  (iii)Divert, entice
or otherwise take away any customers, business, patronage or orders of Quixote
or its subsidiaries or attempt to do so; or  (iv)Promote or
assist, financially or otherwise, any person, firm, association, partnership,
corporation or other entity engaged in any business which competes with the
business of Quixote or its subsidiaries.  4


(c)           Covenants Following Termination.  For a period of one (1) year following
the Termination of the Executives employment, the Executive will not:  (i)Enter into or
engage in any business which competes with the business of Quixote or its
subsidiaries in any country where Quixote or its subsidiaries are doing
business as of the date of Termination;  (ii)Solicit
customers, business, patronage or orders for, or sell, any products and
services in competition with, or for any business, wherever located, that
competes with the business of Quixote or its subsidiaries in any country where
Quixote or its subsidiaries are doing business as of the date of Termination;  (iii)Divert, entice
or otherwise take away any customers, business, patronage or orders of Quixote
in any country where Quixote or its subsidiaries are doing business as of the
date of Termination, or attempt to do so; or  (iv)Promote or
assist, financially or otherwise, any person, firm, association, partnership,
corporation or other entity engaged in any business which competes with Quixote
or its subsidiaries in any country where Quixote is doing business as of the
date of Termination.  (d)           Indirect Competition.  For the purposes of Sections 7(b) and
7(c), but without limitation thereof, the Executive will be in violation
thereof if the Executive engages in any or all of the activities set forth
therein directly as an individual on the Executives own account, or indirectly
as a general partner, joint venturer, employee, agent, salesperson, consultant,
officer and/or director of any firm, association, partnership, corporation or
other entity, or as a limited partner, member or stockholder of any limited
partnership, limited liability company, or corporation in which the Executive
or the Executives spouse, child or parent owns, directly or indirectly,
individually or in the aggregate, more than five percent (5%) of the limited
partnership interests, limited liability company interests or outstanding
stock, as the case may be.  (e)           Application of Restrictions Respecting Confidential
Information, Solicitation and Competition. 
The requirements and obligations of the Executive under Section 7
shall be in addition to, and not a limitation under, any other requirements and
obligations of the Executive, at law or otherwise.  (f)            Consideration. 
The parties agree that for all purposes of this Agreement and otherwise,
Executives continued employment with Quixote and Quixotes continued provision
of confidential information to Executive are sufficient consideration for this Section 7.  In addition, to the extent that Quixote has
an obligation to pay the Separation Benefit under the Agreement, fifty percent
(50%) of the Separation Benefit hereunder, or an aggregate amount equal to
fifty percent (50%) of such Separation Benefit paid hereunder (to the extent
the Separation Benefit is paid in installments), shall be considered the consideration
payable to Executive for the covenants in this Section 7 (the Noncompetition
Consideration), and if the  5


Executive violates any of the covenants set
forth in this Section 7, then in addition to and not in limitation of any
of its remedies hereunder or under applicable law, Quixote shall have the right
to refrain from making any further installments of the Separation Benefit and
may recover from Executive any amounts of the Separation Benefit paid to
Executive to date up to the amount of the Noncompetition Consideration.  The parties further agree that the allocation
of a portion of the Separation Benefit as described above shall not be
interpreted as granting to Executive any right to receive additional amounts
hereunder.  8.             Rights Apply Only on Termination.  The rights granted under this Severance and
Non-Competition Agreement only apply upon a Termination.  This Agreement supersedes that certain
Severance and Non-Competition Agreement between Quixote Transportation
Technologies, Inc. and Executive dated September 30, 2008, which
Agreement is hereby terminated and cancelled.  9.             Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Illinois applicable to agreements made and to be performed
in Illinois, without giving effect to conflicts of law principles.  10.           Headings; Severability.  The section headings of this Agreement are
for reference only and are to be given no effect in the construction or
interpretation of this Agreement.  If any
part or provision of this Agreement shall be declared invalid or unenforceable
by a court of competent jurisdiction, said provision or part shall be
ineffective to the extent of such invalidity or unenforceability only, without
in any way affecting the remaining parts or provisions of this Agreement.  11.           Waiver.  Any
party may waive compliance by another party with any of the provisions of this
Agreement.  No waiver of any provision
shall be construed as a waiver of any other provision.  Any waiver must be in writing.  12.           Binding Effect; Assignment.  This Agreement shall be binding on and inure
to the benefit of the parties and their respective successors and permitted
assigns.  Nothing in this Agreement shall
create or be deemed to create any third party beneficiary rights in any person
or entity (including any Executive or person engaged by Quixote in any
capacity) not a party to this Agreement. 
Quixote will require any successor (whether direct or indirect, by
merger, purchase, consolidation or otherwise) of Quixote to make an express
assumption of the obligations hereunder and cause any successor (whether direct
or indirect, by merger, purchase, consolidation or otherwise) to all or
substantially all of the business and/or assets of Quixote to agree to perform
all parts and provisions under this Agreement in the same manner and to the
same extent that Quixote would be required to perform it if no such succession
had taken place.  Failure of Quixote to obtain
such agreement prior to the effectiveness of any such succession shall be a
breach of this Agreement and shall entitle Executive to compensation from
Quixote in the same amount and on the same terms as he would be entitled to
hereunder if he is subject to a Good Reason, and the date on which any such
succession becomes effective shall be deemed the date of Termination.  As used in this Agreement, Company shall mean
Quixote as hereinbefore defined and any successor to the business and/or assets
of Quixote which executes and delivers the agreement provided for in this Section 12,
or which otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law.  6


This Agreement and all
rights of the Executive hereunder shall inure to the benefit of, and be
enforceable by the Executives personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If the Executive should die after any amounts
shall become payable to him hereunder, all such amounts, unless otherwise
provided for herein, shall be paid in accordance with the terms of this
Agreement to the Executives devisee, legatee or other designee or, if there be
no such devisee or other designee, to the Executives estate.  13.           Arbitration. 
Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Chicago, Illinois in
accordance with the American Arbitration Association Employment Law Rules then
in effect.  The arbitrator is expressly
empowered to render legal or equitable relief requested by the parties, whether
on an emergency basis or otherwise, in order to enforce the terms of this
Agreement.  Judgment may be entered on
the arbitrators award in any court having jurisdiction; provided, however,
that the Executive shall be entitled to seek specific performance of his right
to be paid until the date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.  Nothing in this Section 13 prohibits
Quixote from seeking equitable or legal relief in any appropriate court in
order to enforce Sections 6 and 7 of this Agreement.  14.           Counterparts. 
This Agreement may be signed in any number of counterparts and all such
counterparts shall be read together and construed as but one and the same
document.  15.           Notices.  All
notices and other communications under this Agreement shall be in writing and
shall be deemed given when delivered personally, or sent by facsimile
transmission, receipt confirmed, one day after sent by recognized overnight
courier, or five (5) days after deposit in the United States mail, postage
prepaid, registered or certified mail, return receipt requested, to the parties
at the following addresses (or to such other address as a party may have
specified by notice duly given to the other party in accordance with this
provision):  If to the Executive:  At the Executives then
current business or residence address as shown on the records of Quixote, with
a copy to such other person as the Executive may have specified by notice duly
given to Quixote in accordance with this provision.  If
to Quixote:  Quixote Corporation 35 East Wacker Drive, 11thFloor Chicago, IL 
60601 Attention: 
President  [Signature
page follows]  7


IN WITNESS WHEREOF, the parties
have executed this Agreement, in triplicate, on the date first written above.  QUIXOTE
  CORPORATION
  
  EXECUTIVE/s/
  Leslie J. Jezuit
  
  /s/
  Bruce ReimerBy:
  Chairman
  
  Bruce
  Reimer   Agreed
to with respect to Section 8: QUIXOTE
TRANSPORTATION TECHNOLOGIES, INC.  /s/
  Leslie J. JezuitBy:
  Chairman  8


EXHIBIT A  Release
Agreement  This
Release Agreement (Agreement) is entered into by and between                   ,
an individual (Executive), and Quixote Corporation and its subsidiaries
(together, the Company), a Delaware corporation:  1.             Termination of Employment.
Executive acknowledges that Executives employment with the Company terminated
effective                   ,
200    (the Separation Date).  2.             Compensation owed. Executive
acknowledges receipt of all compensation (including, but not limited to, any
and all overtime, commission, bonus payments and all other benefits except
accrued but unused vacation time) due from the Company through the payroll
period immediately prior to the Separation Date. Executive and the Company
acknowledge that Executive will receive a lump-sum payment equal to any final
compensation (including Executives accrued but unused vacation time of                   
(    ) days) on the Companys next regular payday.  3.             Separation Benefit: Subject
to the provisions of this Agreement, the Company will pay Executive the
benefits set forth in Section 2(a)(iv) of Executives Severance and
Non-Competition Agreement with the Company, but subject to Section 3
thereof (Separation Benefit), commencing within twenty-one (21) days of the
expiration  of the revocation period
described in Paragraph 16 of this Agreement. The Separation Benefit shall be
subject to all required payroll withholdings. The Separation Benefit does not
constitute nor is it intended to be any form of compensation to Executive for
any services to the Company.  4.             Consideration. Executive
acknowledges that Executive would not be entitled to the Separation Benefit
provided for in paragraph 3 above in the absence of Executives signing of this
Agreement, that the Separation Benefit constitutes a substantial economic
benefit to Executive, and that it constitutes good and valuable consideration
for the various commitments undertaken by Executive in this Agreement.  5.             Parties Released. For
purposes of this Agreement, the term Releasees means the Company, its past
and present parents, subsidiaries, divisions, and affiliated companies; their
respective predecessors, successors, assigns, benefit plans, and plan
administrators; and their respective past and present shareholders, directors,
trustees, officers, employees, agents, attorneys and insurers.  6.             General Release. Excepting
the Companys obligations pursuant to that Change of Control Agreement between
the Company and the Executive dated February 3, 2009 Executive, for and on
behalf of Executive and each of Executives personal and legal representatives,
heirs, devisees, executors, successors and assigns, hereby acknowledges full
and complete satisfaction of, and fully and forever waives, releases, acquits,
and discharges Releasees from any and all claims, causes of action, demands,
liabilities, damages, obligations, and debts (collectively referred to as Claims),
of every kind and nature, whether known or unknown, suspected or unsuspected,
or fixed or contingent, which Executive holds as of the date Executive signs
this  A-1


Agreement,
or at any time previously held against Releasees, or any of them, arising out
of any matter whatsoever (with the exception of breaches of this Agreement).
This General Release specifically includes, but is not limited to, any and all
Claims:  (a)           Arising out of or in any way related
to Executives employment with the Company or the termination of his
employment;  (b)           Arising out of or in any way related
to any contract or agreement between Executive and the Company, excepting the
Severance and Non-Competition Agreement dated February 3, 2009;  (c)           Arising under or based on the Equal
Pay Act of 1963; Title VII of the Civil Rights Act of 1964, as amended; Section 1981
of the Civil Rights Act of 1866; the Americans With Disabilities Act of 1990;
the Family and Medical Leave Act of 1993; the Fair Labor Standards Act of 1938;
the National Labor Relations Act; the Worker Adjustment and Retraining
Notification Act of 1988; Employee Retirement Income Security Act of 1974
(ERISA) (excepting claims for vested benefits, if any, to which Executive is
legally entitled thereunder); the Sarbanes-Oxley Act of 2002; the Illinois
Constitution; the Illinois Wage Payment and Collection Act; the Illinois
Minimum Wage Law, the Illinois Human Rights Act; and the Illinois Whistleblower
Act;  (d)           Arising under or based on the Age
Discrimination in Employment Act of 1967 (ADEA), as amended by the Older
Workers Benefit Protection Act (OWBPA), and alleging a violation thereof based
on any action or failure to act by Releasees, or any of them, at any time prior
to the effective date of this Agreement; 
and  (e)           Arising out of or in any way related
to any federal, state, county or local constitutional provision, law, statute,
ordinance, decision, order, policy or regulation prohibiting employment
discrimination, providing for the payment of wages or benefits, providing for a
paid or unpaid leave of absence; otherwise creating rights or claims for
employees , including, but not limited to, any and all claims alleging breach
of public policy, whistleblowing, retaliation, the implied obligation of good
faith and fair dealing; any express or implied oral or written contract,
handbook, manual, policy statement or employment practice; or alleging
misrepresentation, defamation, libel, slander, interference with contractual
relations, intentional or negligent infliction of emotional distress, invasion
of privacy, false imprisonment, assault, battery; fraud, negligence, or
wrongful discharge.  7.             Intended Scope of Release.
It is the intention of the parties and is fully understood and agreed by them
that this Agreement includes a General Release of all Claims (with the
exception of (i) breaches of this Agreement, (ii) claims for vested
benefits, if any, to which Executive is legally entitled under ERISA, and (iii) all
obligations of the Company pursuant to that Change of Control Agreement between
the Company and the Executive dated February 3, 2009), which Executive
holds or previously held against Releasees, or any of them, whether or not they
are specifically referred to herein.  No
reference herein to any specific claim, statute or obligation is intended to
limit the scope of this General Release and, notwithstanding any such
reference, and except as set forth in the preceding sentence, this Agreement
shall be effective as  A-2


a
full and final bar to all Claims of every kind and nature, whether known or
unknown, suspected or unsuspected, or fixed or contingent, released in this
Agreement.  8.             Executive Waiver of Rights.
As part of the foregoing General Release, Executive is waiving all of Executives
rights to any recovery, compensation, or other legal, equitable or injunctive
relief (including, but not limited to, compensatory damages, liquidated
damages, punitive damages, back pay, front pay, attorneys fees, and
reinstatement to employment), from Releasees, or any of them, in any administrative,
arbitral, judicial or other action brought by or on behalf of Executive in
connection with any Claim released in this Agreement.  9.             Covenant Not to Sue. In
addition to all other obligations contained in this Agreement, Executive agrees
that Executive will not initiate, bring or prosecute any suit or action against
any of Releasees in any federal, state, county or municipal court, with respect
to any of the Claims released in this Agreement. Notwithstanding the forgoing,
nothing in this Agreement shall preclude Executive from bringing suit to
challenge the validity or enforceability of this Agreement under the Age
Discrimination in Employment Act as amended by the Older Workers Benefit
Protection Act.  10.           Remedies for Breach. If the
Executive, or anyone on Executives behalf, initiates, brings or prosecutes any
suit or action against Releasees, or any of them, in any federal, state, county
or municipal court, with respect to any of the Claims released in this
Agreement (except to challenge the validity or enforceability of this Agreement
under the Age Discrimination in Employment Act as amended by the Older Workers
Benefit Protection Act), or if the Executive breaches any of the terms of this
Agreement, then Executive shall  be
liable for the payment of all damages, costs and expenses (including attorneys
fees) incurred by Releasees, or any of them, in connection with such suit,
action or breach.  11.           No Admission of Liability.
Nothing in this Agreement constitutes or shall be construed as an admission of
liability on the part of Releasees, or any of them. Releasees expressly deny
any liability of any kind to Executive, and particularly any liability arising
out of or in any way related to Executives employment with the Company or the
termination of Executives employment.  12.           Post-Employment Covenants.  (a) Executive
hereby reaffirms and agrees to abide by all confidentiality and nondisclosure
obligations, nonsolicitation obligations, noncompetition obligations and any
other post-employment obligations to which Executive is subject under any
contract or agreement between Executive and the Company as well as the Illinois
Trade Secrets Act, any other Illinois statute and Illinois common law.  [(b)  Executive shall keep confidential the
circumstances surrounding the termination of Executives employment with the
Company, as well as the existence of this Agreement and its terms, and agrees
that neither he, nor Executives attorneys, nor any of Executives agents,
shall directly or indirectly disclose any such matters (other than to the Equal
Employment Opportunity Commission, the Illinois Human Rights Commission, or any
other federal, state or local fair employment practices agency), unless written
consent is given by the Companys Chief Executive Officer or other  A-3


authorized officer of the Company, or unless required to comply with
any federal, state or local law, rule or order. However, this paragraph
will not prohibit Executive from disclosing the terms of this Agreement to
Executives attorneys, accountants or other tax consultants as necessary for
the purpose of securing their professional advice, or in connection with any
suit or action alleging a breach of this Agreement.]  (c)  Executive agrees that Executive will not
access or attempt to access, directly or indirectly, by any matter whatsoever,
the Companys computer network, including without limitation, the Companys
e-mail system, the Companys electronic document storage and retrieval system,
and the Companys computer network servers and related equipment.  (d)           Executive
agrees that fifty percent (50%) of the Separation Benefit shall be considered
consideration for the covenants of Executive in Section 7 of the Executives
Severance Agreement with the Company, and such portion may be recovered from
Executive by the Company as provided in the Severance Agreement in the event of
the Executives breach of any such covenants.  13.           Warranty of Return of Company
Property. Executive warrants and acknowledges that Executive has turned
over to the Company all equipment or other property issued to Executives by
the Company, along with all documents, notes, computer files, and other
materials which Executive had in Executives possession or subject to Executives
control, relating to the Company and/or any of its customers. Executive further
warrants and acknowledges that Executive has not retained any such documents,
notes, computer files or other materials (including any copies or duplicates
thereof).  14.           Warranty and Covenant of
Nondisparagement. Executive (i) warrants that during the time period
between when Executive was notified of the termination of Executives
employment with the Company and Executives signing of this Agreement Executive
has not made any disparaging remarks about Releasees which are likely to cause
harm to Releasees, collectively or individually, or their products and services
(Disparaging Remarks) and (ii) agrees that Executive shall not make any
Disparaging Remarks following Executives signing of this Agreement.  15.           Consideration Period.
Executive is advised of to consult with an attorney or other representative of
Executives choice prior to signing this Agreement. Executive has a period of
                                
{twenty-one (21)/forty-five (45)} days
within which to consider and accept the Agreement (Consideration Period). The
Consideration Period begins to run from the Separation Date which Executive
acknowledges is the date on which Executive received a copy of this Agreement
(if not earlier).  16.           Revocation Period. Executive
understands that Executive has the right to revoke this Agreement at any time
within seven (7) days after Executive signs it and that the Agreement shall
not become effective or enforceable until this revocation period has expired
without revocation.  17.           Resignation of Officer Position.
If applicable, Executive shall resign from Executives position as an officer
of the Company effective no later than the Separation Date.  A-4


18.           Warranty of Understanding and
Voluntary Nature of Agreement. Executive acknowledges that Executive has
carefully read and fully understands all of the provisions of this Agreement;
that Executive knows and understands the rights Executive is waiving by signing
this Agreement; and that Executive has entered into the Agreement knowingly and
voluntarily, without coercion, duress or overreaching of any sort.  19.           Severability. The provisions
of this Agreement are fully severable. Therefore, if any provision of this
Agreement is for any reason determined to be invalid or unenforceable, such
invalidity or unenforceability will not affect the validity or enforceability
of any of the remaining provisions. Furthermore, any invalid or unenforceable
provisions shall be modified or restricted to the extent and in the manner
necessary to render the same valid and enforceable, or, if such provision
cannot under any circumstances be modified or restricted, it shall be excised from
the Agreement without affecting the validity or enforceability of any of the
remaining provisions. The parties agree that any such modification, restriction
or excision may be accomplished by their mutual written agreement or,
alternatively, by disposition of a court or other tribunal.  20.           Entire Agreement/Integration.
This Agreement constitutes the sole and entire agreement between Executive and
the Company with respect to the subjects addressed in it, and supersedes all
prior or contemporaneous agreements, understandings, and representations, oral
and written, with respect to those subjects.  21.           No Waiver By the Company. No
waiver, modification or amendment of any of the provisions of this Agreement
shall be valid and enforceable unless in writing and executed by Executive and
the Companys Chief Executive Officer or other authorized officer of the
Company.  22.           Successors and Assigns. This
Agreement shall be binding upon, and shall inure to the benefit of, Executive
and Executives personal and legal representatives, heirs, devisees, executors,
successors and assigns, and the Company and its successors and assigns.  23.           Choice of Law. This Agreement
and any amendments hereto shall be governed by and construed in accordance with
the laws of the State of Illinois, without regard to conflicts of law
principles.  COMPANY:
  
  EMPLOYEE:QUIXOTE
  CORPORATIONBy:{Insert Name}Its:  A-5