<PAGE>


                SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT


      This Second Amendment to Executive Employment Agreement is made and 
entered into as of this 12th day of January, 1997, by and between Quixote 
Corporation, a Delaware corporation (hereinafter referred to as the 
"Company"), and Philip E. Rollhaus, Jr. of Chicago, Illinois (hereinafter 
referred to as the "Executive").

                                    RECITALS

      WHEREAS, the Company and the Executive have entered into an Executive 
Employment Agreement dated as of February 17, 1989 as amended (the 
"Agreement"), which provides for certain benefits to the Executive upon a 
"change of control" of the Company; and

      WHEREAS, the Company and the Executive agree that the change of control 
provision of the Agreement might be deemed to include the proposed 
transactions contemplated in that Asset Purchase Agreement dated as of 
December 8, 1996 among the Company, Disc Manufacturing, Inc., Cinram Ltd. and 
Cinram Inc.; and

      WHEREAS, the Executive and the Company agree that consummation of the 
transactions contemplated in said Asset Purchase Agreement is not intended to 
be a "change in control" for purposes of the Agreement; and

      WHEREAS, the parties desire to modify the Agreement to set forth their 
understanding;

      NOW, THEREFORE, in consideration of the foregoing, and of the 
respective covenants and agreements of the parties contained herein, the 
parties agree as follows:

      1.     Section 6(g)(iii) of the Agreement shall be amended to read as 
follows:

             there shall be consummated (A) any consolidation or merger of 
      the Company in which the Company is not the continuing or surviving 
      corporation or pursuant to which shares of the Company's Common Stock 
      would be converted into cash, securities or other property, other than 
      a merger of the Company in which the holders of the Company's Common 
      Stock immediately prior to the merger have the same proportionate 
      ownership of common stock of the surviving corporation immediately 
      after the merger, or (B) any sale, lease, exchange or other transfer 
      (in one transaction or a series of related transactions) of all, or 
      substantially all, of the assets of the Company; provided, however, 
      that the consummation of the transactions contemplated in that Asset 
      Purchase Agreement dated as of December 8, 1996 by and among the 
      Company, Disc Manufacturing, 


                                       3

<PAGE>

      Inc., Cinram Ltd. and Cinram Inc., shall not, in and of itself, 
      constitute a change in control of the Company within the meaning 
      of this Section 6(g).

      2.     The first sentence of Section 8(a) of the Agreement shall be
amended to read as follows:

             The Company will require any successor (whether direct 
      or indirect, by purchase, merger, consolidation or otherwise) to all, 
      or substantially all, of the business and/or assets of the Company, by 
      agreement in form and substance satisfactory to the Executive, to 
      expressly assume and agree to perform this Agreement in the same manner 
      and to the same extent that the Company would be required to perform it 
      if no such succession had taken place; provided, however, that the 
      consummation of the transactions contemplated in that Asset Purchase 
      Agreement dated as of December 8, 1996 by and among the Company, Disc 
      Manufacturing, Inc., Cinram Ltd. and Cinram Inc. shall not, in and of 
      itself, be deemed to require compliance with this first sentence of 
      Section 8(a).

      3.     Except as set forth herein, the Agreement is not in any way
amended, modified or changed.

      IN WITNESS WHEREOF, this Second Amendment to Executive Employment
Agreement is executed as of the date above written.


QUIXOTE CORPORATION              EXECUTIVE


By: /s/ Leslie J. Jezuit            /s/ Philip E. Rollhaus Jr.
   -----------------------          --------------------------
Its: President and C.O.O.







                                       4

<PAGE>


                 SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT


      This Second Amendment to Executive Employment Agreement is made and
entered into as of this 12th day of January, 1997, by and between Quixote
Corporation, a Delaware corporation (hereinafter referred to as the
"Company"), and James H. DeVries of Winnetka, Illinois (hereinafter referred
to as the "Executive").

                                   RECITALS

      WHEREAS, the Company and the Executive have entered into an Executive
Employment Agreement dated as of February 17, 1989 as amended (the
"Agreement"), which provides for certain benefits to the Executive upon a
"change of control" of the Company; and

      WHEREAS, the Company and the Executive agree that the change of control
provision of the Agreement might be deemed to include the proposed
transactions contemplated in that Asset Purchase Agreement dated as of
December 8, 1996 among the Company, Disc Manufacturing, Inc., Cinram Ltd. and
Cinram Inc.; and

      WHEREAS, the Executive and the Company agree that consummation of the
transactions contemplated in said Asset Purchase Agreement is not intended to
be a "change in control" for purposes of the Agreement; and

      WHEREAS, the parties desire to modify the Agreement to set forth their
understanding;

      NOW, THEREFORE, in consideration of the foregoing, and of the respective
covenants and agreements of the parties contained herein, the parties agree as
follows:

      1.     Section 6(g)(iii) of the Agreement shall be amended to read as
follows:

            there shall be consummated (A) any consolidation or merger of the 
      Company in which the Company is not the continuing or surviving 
      corporation or pursuant to which shares of the Company's Common Stock 
      would be converted into cash, securities or other property, other than 
      a merger of the Company in which the holders of the Company's Common 
      Stock immediately prior to the merger have the same proportionate 
      ownership of common stock of the surviving corporation immediately 
      after the merger, or (B) any sale, lease, exchange or other transfer 
      (in one transaction or a series of related transactions) of all, or 
      substantially all, of the assets of the Company; provided, however, 
      that the consummation of the transactions contemplated in that Asset 
      Purchase Agreement dated as 

<PAGE>

      of December 8, 1996 by and among the Company, Disc Manufacturing, Inc., 
      Cinram Ltd. and Cinram Inc., shall not, in and of itself, 
      constitute a change in control of the Company within the meaning 
      of this Section 6(g).

      2.     The first sentence of Section 8(a) of the Agreement shall be
amended to read as follows:

                The Company will require any successor (whether direct or 
      indirect, by purchase, merger, consolidation or otherwise) to all, or 
      substantially all, of the business and/or assets of the Company, by 
      agreement in form and substance satisfactory to the Executive, to 
      expressly assume and agree to perform this Agreement in the same manner 
      and to the same extent that the Company would be required to perform it 
      if no such succession had taken place; provided, however, that the 
      consummation of the transactions contemplated in that Asset Purchase 
      Agreement dated as of December 8, 1996 by and among the Company, Disc 
      Manufacturing, Inc., Cinram Ltd. and Cinram Inc. shall not, in and of 
      itself, be deemed to require compliance with this first sentence of 
      Section 8(a).

      3.     Except as set forth herein, the Agreement is not in any way
amended, modified or changed.

      IN WITNESS WHEREOF, this Second Amendment to Executive Employment
Agreement is executed as of the date above written.


QUIXOTE CORPORATION              EXECUTIVE


By: /s/ Leslie J. Jezuit            /s/ James H. DeVries 
   ----------------------           ----------------------
Its: President and C.O.O.


                                       2