<PAGE>

                                       
                       SECOND AMENDMENT AND WAIVER TO
                     AMENDED AND RESTATED LOAN AGREEMENT


     THIS SECOND AMENDMENT AND WAIVER TO AMENDED AND RESTATED LOAN AGREEMENT 
(this "Second Amendment"), dated as of March 15,  1999, is among QUIXOTE 
CORPORATION, a Delaware corporation ("Quixote"), ENERGY ABSORPTION SYSTEMS, 
INC., a Delaware corporation (f/k/a Quixote Steno Corporation and successor 
by merger to Energy Absorption Systems, Inc., a Delaware corporation and 
Litigation Communications, Inc. a Delaware corporation) ("EAS"), QUIXOTE 
LASER CORPORATION (f/k/a Disc Manufacturing, Inc.), a Delaware corporation 
("DMI"),  TRANSAFE CORPORATION, a Delaware corporation ("TranSafe"), 
SPIN-CAST PLASTICS, INC., an Indiana corporation ("Spin-Cast"), E-TECH 
TESTING SERVICES, INC., a Delaware corporation ("E-Tech"), ROADWAY SAFETY 
SERVICE, INC., a Delaware corporation ("Roadway"), SAFE-HIT CORPORATION, a 
Nevada corporation ("Safe-Hit"), HIGHWAY INFORMATION SYSTEMS, INC., a 
Delaware corporation ("HIS"), NU-METRICS, INC., a Pennsylvania corporation 
("Nu-Metrics"), certain lenders signatory hereto ("Lenders"), and THE 
NORTHERN TRUST COMPANY, an Illinois banking corporation, as agent for the 
Lenders hereunder ("Agent").  Quixote, EAS, DMI, TranSafe, Spin-Cast, E-Tech, 
Roadway, Safe-Hit, HIS and Nu-Metrics are individually and collectively 
referred to herein as "Borrower."  This Second Amendment shall amend that 
certain Amended and Restated Loan Agreement dated as of June 30, 1997 among 
the Borrower, the Lenders and the Agent, as previously amended by that 
certain First Amendment to Revolving Credit Agreement dated as of May 31, 
1998 (as amended, restated, modified or supplemented, the "Loan Agreement").
                                       
                                  WITNESSETH:

     WHEREAS, the Borrower, the Lenders and the Agent are parties or, 
pursuant to the terms of this Second Amendment, will become parties to the 
Loan Agreement;

     WHEREAS, on or about April 1, 1998, Quixote acquired 100% of the assets 
of HIS, and on or about December 10, 1998, Quixote acquired 100% of the 
outstanding capital stock of Nu-Metrics;

     WHEREAS, HIS and Nu-Metrics are wholly-owned Subsidiaries of Quixote and 
Quixote desires to make each a Borrower under the Loan Agreement;

     WHEREAS, Litigation Communications, Inc., a Delaware corporation and a 
Borrower under the Loan Agreement ("LCI"), merged into Quixote Steno 
Corporation, a Delaware corporation and also a Borrower under the Loan 
Agreement, on September 28, 1998 pursuant to the terms of that certain 
Agreement and Plan of Merger dated September 28, 1998 between Quixote Steno 
Corporation, LCI and other subsidiaries of Quixote Steno Corporation;


                                       
<PAGE>

     WHEREAS,  Energy Absorption Systems, Inc., a Delaware corporation and 
Borrower under the Loan Agreement merged into Quixote Steno Corporation on 
September 30, 1998 pursuant to the terms of that certain Agreement and Plan 
of Merger dated September 28, 1998 between such parties;

     WHEREAS, pursuant to such Agreement and Plan of Merger between Energy 
Absorption Systems, Inc. and Quixote Steno Corporation, Quixote Steno 
Corporation remained as the surviving corporation, changed its name to Energy 
Absorption Systems, Inc. and assumed all debts and obligations of the former 
Energy Absorption Systems, Inc. under such name, including all of its 
obligations as a Borrower under the Loan Agreement;

     WHEREAS, Legal Technologies, Inc., a Delaware corporation ("LTI") was a 
Borrower under the Loan Agreement but dissolved and ceased its corporate 
existence on October 5, 1998;

     WHEREAS, Quixote LSI Corporation (f/k/a Litigation Services, Inc.), a 
Delaware corporation ("LSI") was a Borrower under the Loan Agreement but 
dissolved and ceased its corporate existence on December 9, 1998;

     WHEREAS, the Borrower has requested that the Agent and the Lenders waive 
certain conditions set forth in Section 7.2 of the Loan Agreement, as more 
specifically described herein, related to TranSafe's agreement to invest an 
aggregate amount of $1,000,000 and acquire an 18.56% interest in 
Transportation Management Technologies, L.L.C., a Delaware limited liability 
company ("TMT") pursuant to the terms of that certain Limited Liability 
Company Operating Agreement of TMT dated as of October 1, 1998; and

     WHEREAS, the Borrower has, among other amendments, requested an 
extension of one year on the maturity dates for the Revolving Credit Loans, 
the Conversion Date, and the Term Loans, and the Lenders and the Agent have 
agreed to amend the Loan Agreement in this and other respects as set forth 
herein;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

1.  AMENDMENTS TO THE LOAN AGREEMENT.

1.1  Terms Used.  Terms used but not otherwise defined herein are used with 
the same meanings as provided therefor in the Loan Agreement.

1.2  Section 1.  Section 1 of the Loan Agreement is hereby amended as of the 
date hereof by:

   (a)  deleting the definition of "Applicable Margin" in its entirety and 
replacing it with the following:

"Applicable Margin" shall mean the percentage as set forth below then applicable
to, respectively, the Revolving Credit Loan, the Term Loan and the 

                                       
<PAGE>

Unused Revolving Credit Loan Charge as determined by using the following 
performance based grid after determining which of the pricing levels (being 
Pricing Level I through Pricing Level IV) specified thereon is then in effect:

<TABLE>
<CAPTION>
Net Consolidated  Pricing Level  Pricing Level  Pricing Level  Pricing Level
<S>               <C>            <C>            <C>            <C>
 Funded Debt to          I            II            III            IV
     EBITDA          < 1.50 x      > /=1.50      > /=2.25        > /=3.0

Revolving Credit
  Loan                 1.0             1.25          1.50            1.625

Term Loan              1.125           1.375         1.625           1.750

Unused Revolving
  Credit Loan Charge    .15             .15           .25             .25
</TABLE>

For the purposes of the foregoing, (a) prior to September 30, 1998, the 
Applicable Margin shall be determined in accordance with Pricing Level I, and 
(b) from and after such date, the Applicable Margin shall be determined at 
any time by reference to the Net Consolidated Funded Debt to EBITDA Ratio and 
any change in the Applicable Margin based on a change in such ratio during 
any Fiscal Quarter shall be effective for all purposes on the first day of 
the Fiscal Quarter following the last day of the Fiscal Quarter in which such 
change occurred as shown in a Compliance Certificate delivered to the Agent 
and the Lenders pursuant to Section 5.1(c), which Compliance Certificate 
shall set forth the information and make the certifications required in the 
form of Exhibit E, including without limitation the detailed computations of 
the compliance by the Borrower with the covenants contained in Section 6.3.  
Notwithstanding the foregoing, no reduction in the Applicable Margin shall be 
effective if a Default or Event of Default shall have occurred and be 
continuing.  If the Borrower shall at any time fail to timely provide the 
Agent and the Lenders with a Compliance Certificate as required pursuant to 
Section 5.1, the next higher Pricing Level from that then in effect (but not 
higher than Pricing Level IV) shall apply until such Compliance Certificate 
is delivered.";

   (b)  deleting the references to the dates "October 31, 2000" and "October 
31, 2004" in the definition of "Commitment Termination Date" and replacing 
them with the dates "October 31, 2001" and "October 31, 2005" respectively;

   (c)  deleting the reference to the date "November 1, 2000" in the 
definition of "Conversion Date" and replacing it with the date "November 1, 
2001";

   (d)  deleting the definition of "EBITDA" in its entirety and replacing it 
with the following in place thereof:

                                       
<PAGE>


""EBITDA" shall mean for any fiscal period (i) Consolidated Net Income plus 
(ii) to the extent deducted in determining Consolidated Net Income, Interest 
Expense and taxes (as stated in the consolidated statement of income for 
Quixote and its Subsidiaries) plus (iii) to the extent deducted in 
determining Consolidated Net Income, depreciation, amortization and other 
similar non-cash charges; provided, that in the event that Borrower has, 
directly or indirectly, by operation of law or otherwise, merged or 
consolidated with or into, or acquired all or substantially all of the assets 
or capital stock of, or otherwise combined with, any Person that is not an 
Affiliate of Borrower, EBITDA shall be adjusted to reflect such Person's pro 
forma historical or actual EBITDA, as the case may be, in a form acceptable 
to Agent; provided, that such Person's historical EBITDA may be adjusted 
solely to reflect owner's compensation."; and

   (e)  deleting the definition of "Net Consolidated Funded Debt to EBITDA 
Ratio" in its entirety and replacing it with the following:

""Net Consolidated Funded Debt to EBITDA Ratio" shall mean, at any date of 
determination thereof, the ratio of (a) Consolidated Funded Debt less the 
aggregate amount of cash and cash equivalents described in Section 7.2(i), 
(ii), (iii), (iv) and (v) of the Borrower and its Subsidiaries in excess of 
$1,000,000 to (b) EBITDA."

1.3  Section 6.3.  Section 6.3 of the Loan Agreement is hereby deleted in its 
entirety and replaced with the following:

"6.3  Financial Covenants.  Quixote and its Subsidiaries shall have, on a 
consolidated basis:

   (a)  at all times a Consolidated Net Worth (which shall be certified by 
Quixote at the end of each Fiscal Year) equal to or greater than (i) 
$38,000,000, plus, (ii) 50% of Quixote's positive Consolidated Net Income for 
the 1998 Fiscal Year and each Fiscal Year thereafter;

   (b)  at the end of each Fiscal Quarter, a Minimum Interest Coverage Ratio 
(which shall be certified by Quixote at the end of each Fiscal Quarter) of 
not less than 2.0 to 1.0;

   (c)  at the end of each Fiscal Quarter, a Consolidated Funded Debt to 
Adjusted Capitalization Percentage (which shall be certified by Quixote at 
the end of each Fiscal Quarter) equal to or less than 50%; and

   (d)  at the end of each of the following periods, a Net Consolidated 
Funded Debt to EBITDA Ratio (which shall be certified by Quixote at the end 
of such period):

       Maximum Funded
         Period                                     Debt to EBITDA
----------------------------------        --------------------------------


                                       
<PAGE>


June 30, 1997 to December 31, 1997        less than or equal to 4.0 to 1.0
January 1, 1998 to December 31, 1998      less than or equal to 3.75 to 1.0
January 1, 1999 and thereafter            less than or equal to 3.5 to 1.0."

1.4  Section 7.3.  Section 7.3 of the Loan Agreement is hereby amended by (a) 
deleting the word "and" immediately preceding clause (xiii) thereof, and  (b) 
deleting the "." at the end of Section 7.3 and replacing it with the 
following:

"; (xiv) Indebtedness under (A) that certain Participating First Note in the 
principal amount of $366,000 dated June 16, 1995 by Nu-Metrics in favor of 
the Pennsylvania Industrial Development Authority ("PIDA"), (B) that certain 
Second Note in the principal amount of $94,000 dated June 16, 1995 by 
Nu-Metrics in favor of PIDA, (C) that certain promissory note in the 
principal amount of $75,000 dated August 21, 1995 by Nu-Metrics in favor of 
Fay-Penn Economic Development Council ("Fay-Penn") and (D) that certain loan 
agreement in the principal amount of $175,000 dated August 31, 1998 by 
Nu-Metrics in favor of Fay-Penn."

1.5  Definition of "Borrower".  The parties hereto hereby agree that HIS and 
Nu-Metrics will henceforth each individually be a "Borrower" under the Loan 
Agreement and, together with Quixote, EAS, TranSafe, Spin-Cast, DMI, E-Tech, 
Roadway and Safe-Hit, shall collectively henceforth be the "Borrower" under 
the terms of the Loan Agreement.  The definition of "Borrower" set forth in 
the preamble to the Loan Agreement is hereby amended to mean the entities, 
individually and collectively, set forth in this Section 1.5.

1.6  Exhibits.  Exhibits A, B, C and E to the Loan Agreement are deleted in 
their entirety and Exhibits A, B, C and E attached hereto are substituted in 
lieu thereof.

1.7  Schedule 1.  Schedule 1 is attached hereto and made a part hereof and a 
part of the Loan Agreement. The Borrower has included the information set 
forth in Schedule 1 in order to amend and supplement the information provided 
by the Borrower on the Closing Date in the various schedules to the Loan 
Agreement and in order to make the information contained therein accurate and 
complete as of the date hereof.

2.  WAIVER.

     The Agent and the Required Lenders hereby waive any Default or Event of
Default  under Section 7.2 of the Loan Agreement arising out of the Borrower's
failure to comply with the restrictions on investments imposed by such section
and caused by that certain agreement by TranSafe to make an investment not to
exceed $1,000,000 in the aggregate to acquire 18.56% of the limited liability
company interests in TMT pursuant to the terms of that certain Limited Liability
Company Operating Agreement of TMT dated as of October 1, 1998.  The waiver by
the Agent and the Required Lenders as 

                                       
<PAGE>

described above shall not operate as a consent or waiver of (i) any other 
right, power or remedy of the Agent or the Lenders under the Loan Documents, 
or (ii) any other Default or Event of Default under the Loan Agreement.  Such 
waiver is only applicable and shall only be effective in the specific 
instance and for the specific purpose for which made or given.

3.  REPRESENTATIONS AND WARRANTIES.

     The Borrower hereby remakes, as at the date of execution hereof, all of 
the representations and warranties set forth in Section 4 of the Loan 
Agreement as amended hereby and as amended and supplemented by Schedule 1 
hereto, and additionally represents and warrants that:  (a) the borrowings 
under the Loan Agreement as amended hereby, the execution and delivery by the 
Borrower of this Second Amendment and the performance by the Borrower of its 
obligations under this Second Amendment and the Loan Agreement as amended 
hereby are within the Borrower's corporate powers, have been authorized by 
all necessary corporate action, have received all necessary governmental 
approval (if any shall be required) and do not and will not contravene or 
conflict with any provision of law or of the charter or by-laws of the 
Borrower or any subsidiary or of any agreement binding upon the Borrower or 
any subsidiary; (b) no Default or Event of Default under the Loan Agreement 
as amended hereby has occurred and is continuing on the date of execution 
hereof; and (c) the information provided herein and in Schedule 1 hereto with 
respect to HIS and Nu-Metrics, with respect to the mergers involving EAS 
described in the Recitals hereto, with respect to the dissolution of  LSI and 
LTI and with respect to all other matters contained herein and therein, is 
true and complete in all respects and fully and completely amends and 
supplements all of the schedules provided by the Borrower pursuant to the 
Loan Agreement as necessary to make the information contained in such 
schedules accurate and complete as of the date hereof.

4.  CONDITIONS OF EFFECTIVENESS.

     The effectiveness of this Second Amendment is subject to the conditions 
precedent that the Agent shall have received all of the following, in form 
and substance satisfactory to the Agent and its counsel, at the expense of 
the Borrower, and, as appropriate, dated as of the date hereof and in such 
number of signed counterparts as the Agent may request:

   (a)  Second Amendment.  This Second Amendment;

   (b)  Resolutions/Incumbency.  A certificate from the Secretary or 
Assistant Secretary of each Borrower certifying (i) the name(s) of the 
officer or officers of the Borrower authorized to sign this Second Amendment 
and the other documents provided for in this Second Amendment, together with 
a sample of the true signature of each such officer (the Agent may 
conclusively rely on each such certificate until formally advised by a like 
certificate of any changes therein), (ii) true and correct copies of any 
resolutions of the Board of Directors of each Borrower authorizing or 

                                       
<PAGE>

ratifying the execution, delivery and performance of this Second Amendment, 
the Loan Agreement as amended hereby, the Amended and Restated Revolving 
Credit Notes and other documents provided for in this Second Amendment,  
(iii) for the each of the certificates of TranSafe, E-Tech, Roadway and 
Safe-Hit, there has been no change in the Certificate of Incorporation or 
Bylaws for such Borrower since June 30, 1997 and such Certificate of 
Incorporation and Bylaws are in full force and effect as of the date hereof 
and no steps have been taken by the directors or stockholders of such 
Borrower to effect or authorize any amendment or modification thereto; and 
(iv) for the certificates of each of Quixote, Spin-Cast, EAS, HIS and 
Nu-Metrics, respectively, true and correct copies of (A) the Certificate of 
Incorporation of each of Quixote, Spin-Cast, EAS, HIS and Nu-Metrics, and all 
amendments thereto, as certified by the Secretary of State of the state of 
incorporation for each entity, and (B) the Bylaws of each of Quixote, 
Spin-Cast, EAS, HIS and Nu-Metrics;

   (c)  No Default - Representations Accurate. A certificate of each 
Borrower, dated the date hereof, that (i) no Default or Event of Default has 
occurred and is continuing and (ii) all representations and warranties 
contained in the Loan Agreement as further amended hereby and as amended and 
supplemented by the information set forth in Schedule 1 attached hereto, are 
true and complete as of the date hereof;

   (d)  Amended and Restated Revolving Credit Notes.  An original Amended and 
Restated Revolving Credit Note dated as of the date hereof in the form of 
Exhibit B attached hereto in favor of each Lender and executed by each 
Borrower as replacements for the Revolving Credit Notes executed and 
delivered on the Closing Date pursuant to Section 2.1(b) of the Loan 
Agreement;

   (e)  Return and Cancellation of Existing Revolving Credit Notes.  The 
Revolving Credit Notes executed and delivered on the Closing Date for 
cancellation and return to the Borrower;

(f)  Lien Searches.  UCC lien search reports of filings against HIS and 
Nu-Metrics and tax lien and judgment searches relating to HIS and Nu-Metrics 
for such jurisdictions as Agent deems appropriate;

   (g)  Good Standing Certificates.  Good Standing Certificates for each of 
HIS and Nu-Metrics from the Secretaries of State of each state in which they 
are qualified to do business;

   (h)  Legal Opinion.  The opinion of Joan R. Riley, General Counsel of 
Borrower, addressed to the Lenders and the Agent in the form of Exhibit D 
attached hereto and made a part hereof;

   (i)  Documents Relating to Corporate Restructuring.  Certificates of 
Dissolution, Certificates of Merger or other certificates, certified by the

                                       
<PAGE>

appropriate Secretaries of State in the jurisdictions where filed, and other 
appropriate documents as required by the Agent, relating to the merger 
agreements involving EAS and the dissolution of LSI and LTI;

   (j)  Accountant's Letter.  A letter to PricewaterhouseCoopers, L.L.P., the 
independent accountants for Borrower, in form and substance satisfactory to 
Agent, executed by the Borrower; and

   (k)  Miscellaneous.  Such other documents as the Agent may request.

5.  MISCELLANEOUS.

5.1  Counterparts.  This Second Amendment may be executed by the parties on 
any number of separate counterparts and by each party on separate 
counterparts; each counterpart shall be deemed an original instrument; and 
all of the counterparts taken together shall be deemed to constitute one and 
the same instrument.

5.2  Exhibits and Schedules.  All exhibits and schedules attached hereto are 
made a part hereof and incorporated herein as though fully set forth herein.

5.3  Successors and Assigns.  This Second Amendment and the Loan Agreement as 
amended hereby shall be binding upon and inure to the benefit of the 
Borrower, the Lenders, the Agent and their respective successors and assigns.

5.4  Captions.  Captions in this Second Amendment are for convenience of 
reference only and shall not define or limit any of the terms or provisions 
hereof.

5.5  Fees.  The Borrower agrees to pay or reimburse the Agent for all 
reasonable costs and expenses of preparing and seeking advice in regard to 
this Second Amendment and any document or instrument executed in connection 
herewith and therewith (including legal fees and reasonable time charges of 
attorneys who may be employees of the Agent, whether in or out of court, in 
original or appellate proceedings or in bankruptcy).

5.6  CONSTRUCTION.  THIS SECOND AMENDMENT, THE LOAN AGREEMENT AS AMENDED 
HEREBY AND ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH OR 
THEREWITH SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE 
WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE 
AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF 
REGARDING CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF 
AMERICA. AGENT, EACH LENDER AND BORROWER AGREE TO SUBMIT TO PERSONAL 
JURISDICTION AND TO WAIVE ANY OBJECTION AS TO VENUE IN THE COUNTY OF COOK, 
STATE OF ILLINOIS. BORROWER AGREES NOTHING HEREIN SHALL PRECLUDE AGENT, ANY 
LENDER OR BORROWER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY 
OTHER JURISDICTION.

                                       
<PAGE>


5.7  MUTUAL WAIVER OF JURY TRIAL.  BECAUSE DISPUTES ARISING IN CONNECTION 
WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY 
RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE 
STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES 
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE 
LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE 
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO 
TRIAL BY JURY IN ANY ACTON, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND 
ANY RIGHTS OR REMEDIES UNDER THIS SECOND AMENDMENT, ANY OF THE OTHER LOAN 
DOCUMENTS OR ANY OF THE OTHER AGREEMENTS.

5.8  Amendment to Loan Agreement.  This Second Amendment shall be deemed to 
be an amendment to the Loan Agreement.  All references to the Loan Agreement 
in any other document or instrument shall be deemed to refer to the Loan 
Agreement as amended hereby.  As hereby amended, the Loan Agreement is hereby 
ratified and confirmed in each and every respect.

[signature page to follow]


IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to 
be executed by their duly authorized officers as of the day and year first 
written above.

THE NORTHERN TRUST COMPANY,
as Agent and as Lender

By:   /s/ Robert T. Jank
   ----------------------------------
Name:   Robert T. Jank
      -------------------------------
Title:  Senior Vice President
      -------------------------------

LASALLE NATIONAL BANK,
as Lender

By:   /s/ Betty Latson
   ----------------------------------
Name:   Betty Latson
      -------------------------------
Title:  Senior Vice President
      -------------------------------

AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,
as Lender

By:   /s/ Stacey J. Huels
   ----------------------------------
Name:   Stacey J. Huels
      -------------------------------
Title:  Vice President
      -------------------------------

<PAGE>

QUIXOTE CORPORATION                       ENERGY ABSORPTION SYSTEMS, INC.

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

HIGHWAY INFORMATION SYSTEMS,              NU-METRICS, INC.
INC.

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

ROADWAY SAFETY SERVICE, INC.              TRANSAFE CORPORATION

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

E-TECH TESTING SERVICES, INC.             SPIN-CAST PLASTICS, INC.

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

QUIXOTE LASER CORPORATION                 SAFE-HIT CORPORATION
(f/k/a Disc Manufacturing, Inc.)

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

<PAGE>
                                       
                              AMENDED AND RESTATED
                             REVOLVING CREDIT NOTE
                          (The Northern Trust Company)

$13,334,000                                                    Chicago, Illinois
                                                                  March 15, 1999

          FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, ENERGY 
ABSORPTION SYSTEMS, INC. (f/k/a Quixote Steno Corporation and successor by 
merger to Energy Absorption Systems, Inc. and Litigation Communications, 
Inc.), QUIXOTE LASER CORPORATION (f/k/a Disc Manufacturing, Inc.), TRANSAFE 
CORPORATION, SPIN-CAST PLASTICS, INC., E-TECH TESTING SERVICES, INC., ROADWAY 
SAFETY SERVICE, INC., SAFE-HIT CORPORATION, HIGHWAY INFORMATION SYSTEMS, INC. 
and NU-METRICS, INC., (each individually a "Borrower" and collectively, the 
"Borrowers") hereby JOINTLY AND SEVERALLY PROMISE TO PAY to the order of THE 
NORTHERN TRUST COMPANY, an Illinois banking corporation ("Lender"), or its 
registered assigns, at 50 South LaSalle Street, Chicago, Illinois 60675, or 
at such other place as the holder of this Note may designate from time to 
time in writing, in lawful money of the United States of America and in 
immediately available funds, the principal amount of THIRTEEN MILLION THREE 
HUNDRED THIRTY-FOUR THOUSAND DOLLARS ($13,334,000), or such lesser principal 
amount as may be outstanding pursuant to the Loan Agreement (as hereinafter 
defined) with respect to the Revolving Credit Loan, together with interest on 
the unpaid principal amount of this note outstanding from time to time.

          This Note is the Revolving Credit Note referred to in, and 
evidences certain indebtedness incurred under, the Amended and Restated Loan 
Agreement dated as of June 30, 1997 (herein as it may be amended, modified or 
supplemented from time to time, the "Loan Agreement"), among each Borrower, 
"Lenders" (as defined therein) and The Northern Trust Company, as agent for 
such Lenders, and is entitled to the benefit and security of the "Loan 
Documents" (as defined in the Loan Agreement) provided for therein, to which 
reference is hereby made for a statement of all of the terms and conditions 
under which the loan evidenced hereby is made.  All capitalized terms herein, 
unless otherwise defined, shall have the meanings ascribed to them in the 
Loan Agreement.

          The principal amount of the indebtedness evidenced hereby shall be 
payable in the amounts and on the dates specified in the Loan Agreement. 
Interest thereon, less any taxes payable by withholding, shall be paid until 
such principal amount is paid in full at such interest rates and at such 
times as are specified in the Loan Agreement.

          If any payment on this Note becomes due and payable on a day other 
than a Business Day, the maturity thereof shall be extended to the next 
succeeding Business Day and, with respect to payments of principal, interest 
thereon shall be payable at the then applicable rate during such extension.

<PAGE>

          Upon and after the occurrence of an Event of Default, this Note 
shall or may, as provided in the Loan Agreement, and without demand, notice 
or legal process of any kind, become or be declared immediately due and 
payable.

          The right to receive principal of, and stated interest on, this 
Note may only be transferred through Borrower's book entry system.

          Demand, presentment, protest and notice of nonpayment and protest 
are hereby waived by Borrower.

          This Note shall be interpreted, governed by, and construed in 
accordance with the internal laws of the State of Illinois.

          THIS NOTE, ISSUED AND DELIVERED ON THE DATE HEREOF TO THE AGENT, ON 
BEHALF OF THE LENDERS, IS ISSUED IN REPLACEMENT AND SUBSTITUTION FOR, AND NOT 
IN PAYMENT OF THAT CERTAIN AMENDED AND RESTATED REVOLVING CREDIT NOTE IN THE 
ORIGINAL PRINCIPAL AMOUNT OF $13,334,000 DATED JUNE 30, 1997 (WHICH IN TURN 
WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN REVOLVING CREDIT 
NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $21,666,668 DATED MARCH 31, 1996 
WHICH IN TURN WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN 
REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $23,333,334 DATED NOVEMBER 
10, 1995) AND NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO DEEM PAID OR 
FORGIVEN THE UNPAID PRINCIPAL AMOUNT OF, OR UNPAID ACCRUED INTEREST ON, SAID 
NOTE AT THE TIME OF ITS REPLACEMENT BY THIS NOTE.

                                        * * *

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Revolving 
Credit Note to be executed by their duly authorized officers as of the day 
and year first written above.

QUIXOTE CORPORATION           ENERGY ABSORPTION SYSTEMS, INC.


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


QUIXOTE LASER CORPORATION               ROADWAY SAFETY SERVICE, INC.
(f/k/a Disc Manufacturing, Inc.)

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


HIGHWAY INFORMATION SYSTEMS,            TRANSAFE CORPORATION
INC.

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


NU-METRICS, INC.                        SPIN-CAST PLASTICS, INC.


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


E-TECH TESTING SERVICES, INC.           SAFE-HIT CORPORATION


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

<PAGE>

                                 AMENDED AND RESTATED
                                REVOLVING CREDIT NOTE
                               (LaSalle National Bank)

$13,333,000                                                    Chicago, Illinois
                                                                  March 15, 1999

          FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, ENERGY 
ABSORPTION SYSTEMS, INC. (f/k/a Quixote Steno Corporation and successor by 
merger to Energy Absorption System, Inc. and Litigation Communications, 
Inc.), QUIXOTE LASER CORPORATION (f/k/a Disc Manufacturing, Inc.), TRANSAFE 
CORPORATION, SPIN-CAST PLASTICS, INC., E-TECH TESTING SERVICES, INC., ROADWAY 
SAFETY SERVICE, INC., SAFE-HIT CORPORATION, HIGHWAY INFORMATION SYSTEMS, INC. 
and NU-METRICS, INC., (each individually a "Borrower" and collectively, the 
"Borrowers") hereby JOINTLY AND SEVERALLY PROMISE TO PAY to the order of 
LASALLE NATIONAL BANK, a national banking association ("Lender"), or its 
registered assigns, at 120 South LaSalle Street, Chicago, Illinois 60603, or 
at such other place as the holder of this Note may designate from time to 
time in writing, in lawful money of the United States of America and in 
immediately available funds, the principal amount of THIRTEEN MILLION THREE 
HUNDRED THIRTY-THREE THOUSAND DOLLARS ($13,333,000), or such lesser principal 
amount as may be outstanding pursuant to the Loan Agreement (as hereinafter 
defined) with respect to the Revolving Credit Loan, together with interest on 
the unpaid principal amount of this note outstanding from time to time.

          This Note is the Revolving Credit Note referred to in, and 
evidences certain indebtedness incurred under, the Amended and Restated Loan 
Agreement dated as of June 30, 1997 (herein as it may be amended, modified or 
supplemented from time to time, the "Loan Agreement"), among each Borrower, 
"Lenders" (as defined therein) and The Northern Trust Company, as agent for 
such Lenders, and is entitled to the benefit and security of the "Loan 
Documents" (as defined in the Loan Agreement) provided for therein, to which 
reference is hereby made for a statement of all of the terms and conditions 
under which the loan evidenced hereby is made.  All capitalized terms herein, 
unless otherwise defined, shall have the meanings ascribed to them in the 
Loan Agreement.

          The principal amount of the indebtedness evidenced hereby shall be 
payable in the amounts and on the dates specified in the Loan Agreement. 
Interest thereon, less any taxes payable by withholding, shall be paid until 
such principal amount is paid in full at such interest rates and at such 
times as are specified in the Loan Agreement.

          If any payment on this Note becomes due and payable on a day other 
than a Business Day, the maturity thereof shall be extended to the next 
succeeding Business Day and, with respect to payments of principal, interest 
thereon shall be payable at the then applicable rate during such extension.

<PAGE>

          Upon and after the occurrence of an Event of Default, this Note 
shall or may, as provided in the Loan Agreement, and without demand, notice 
or legal process of any kind, become or be declared immediately due and 
payable.

          The right to receive principal of, and stated interest on, this 
Note may only be transferred through Borrower's book entry system.

          Demand, presentment, protest and notice of nonpayment and protest 
are hereby waived by Borrower.

          This Note shall be interpreted, governed by, and construed in 
accordance with the internal laws of the State of Illinois.

          THIS NOTE, ISSUED AND DELIVERED ON THE DATE HEREOF TO THE AGENT, ON 
BEHALF OF THE LENDERS, IS ISSUED IN REPLACEMENT AND SUBSTITUTION FOR, AND NOT 
IN PAYMENT OF THAT CERTAIN AMENDED AND RESTATED REVOLVING CREDIT NOTE IN THE 
ORIGINAL PRINCIPAL AMOUNT OF $13,333,000 DATED JUNE 30, 1997 (WHICH IN TURN 
WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN REVOLVING CREDIT 
NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $21,666,666 DATED MARCH 31, 1996 
WHICH IN TURN WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN 
REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $23,333,333 DATED NOVEMBER 
10, 1995) AND NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO DEEM PAID OR 
FORGIVEN THE UNPAID PRINCIPAL AMOUNT OF, OR UNPAID ACCRUED INTEREST ON, SAID 
NOTE AT THE TIME OF ITS REPLACEMENT BY THIS NOTE.

                                        * * *

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Revolving Credit Note to be executed by their duly authorized officers
as of the day and year first written above.

QUIXOTE CORPORATION                     ENERGY ABSORPTION SYSTEMS, INC.


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


QUIXOTE LASER CORPORATION               ROADWAY SAFETY SERVICES, INC.
(f/k/a Disc Manufacturing, Inc.)

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


HIGHWAY INFORMATION SYSTEMS,            TRANSAFE CORPORATION
INC.

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


NU-METRICS, INC.                        SPIN-CAST PLASTICS, INC.


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


E-TECH TESTING SERVICES, INC.           SAFE-HIT CORPORATION


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

<PAGE>


                                 AMENDED AND RESTATED
                                REVOLVING CREDIT NOTE
                (American National Bank and Trust Company of Chicago)

$13,333,000                                                    Chicago, Illinois
                                                                  March 15, 1999

          FOR VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, ENERGY 
ABSORPTION SYSTEMS, INC. (f/k/a Quixote Steno Corporation and successor by 
merger to Energy Absorption Systems, Inc. and Litigation Communications, 
Inc.), QUIXOTE LASER CORPORATION (f/k/a Disc Manufacturing, Inc.), TRANSAFE 
CORPORATION, SPIN-CAST PLASTICS, INC., E-TECH TESTING SERVICES, INC., ROADWAY 
SAFETY SERVICE, INC., SAFE-HIT CORPORATION, HIGHWAY INFORMATION SYSTEMS, INC. 
and NU-METRICS, INC., (each individually a "Borrower" and collectively, the 
"Borrowers") hereby JOINTLY AND SEVERALLY PROMISE TO PAY to the order of 
AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO ("Lender"), or its 
registered assigns, at 30 South Wacker Drive, Chicago, Illinois 60606, or at 
such other place as the holder of this Note may designate from time to time 
in writing, in lawful money of the United States of America and in 
immediately available funds, the principal amount of THIRTEEN MILLION THREE 
HUNDRED THIRTY-THREE THOUSAND DOLLARS ($13,333,000), or such lesser principal 
amount as may be outstanding pursuant to the Loan Agreement (as hereinafter 
defined) with respect to the Revolving Credit Loan, together with interest on 
the unpaid principal amount of this note outstanding from time to time.

          This Note is the Revolving Credit Note referred to in, and 
evidences certain indebtedness incurred under, the Amended and Restated Loan 
Agreement dated as of June 30, 1997 (herein as it may be amended, modified or 
supplemented from time to time, the "Loan Agreement"), among each Borrower, 
"Lenders" (as defined therein) and The Northern Trust Company, as agent for 
such Lenders, and is entitled to the benefit and security of the "Loan 
Documents" (as defined in the Loan Agreement) provided for therein, to which 
reference is hereby made for a statement of all of the terms and conditions 
under which the loan evidenced hereby is made.  All capitalized terms herein, 
unless otherwise defined, shall have the meanings ascribed to them in the 
Loan Agreement.

          The principal amount of the indebtedness evidenced hereby shall be 
payable in the amounts and on the dates specified in the Loan Agreement. 
Interest thereon, less any taxes payable by withholding, shall be paid until 
such principal amount is paid in full at such interest rates and at such 
times as are specified in the Loan Agreement.

          If any payment on this Note becomes due and payable on a day other 
than a Business Day, the maturity thereof shall be extended to the next 
succeeding Business Day and, with respect to payments of principal, interest 
thereon shall be payable at the then applicable rate during such extension.

<PAGE>

          Upon and after the occurrence of an Event of Default, this Note 
shall or may, as provided in the Loan Agreement, and without demand, notice 
or legal process of any kind, become or be declared immediately due and 
payable.

          The right to receive principal of, and stated interest on, this 
Note may only be transferred through Borrower's book entry system.

          Demand, presentment, protest and notice of nonpayment and protest 
are hereby waived by Borrower.

          This Note shall be interpreted, governed by, and construed in 
accordance with the internal laws of the State of Illinois.

          THIS NOTE, ISSUED AND DELIVERED ON THE DATE HEREOF TO THE AGENT, ON 
BEHALF OF THE LENDERS, IS ISSUED IN REPLACEMENT AND SUBSTITUTION FOR, AND NOT 
IN PAYMENT OF THAT CERTAIN AMENDED AND RESTATED REVOLVING CREDIT NOTE IN THE 
ORIGINAL PRINCIPAL AMOUNT OF $13,333,000 DATED JUNE 30, 1997 (WHICH IN TURN 
WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN REVOLVING CREDIT 
NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $21,666,666 DATED MARCH 31, 1996 
WHICH IN TURN WAS ISSUED IN SUBSTITUTION AND REPLACEMENT OF THAT CERTAIN 
REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF $23,333,333 DATED NOVEMBER 
10, 1995) AND NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO DEEM PAID OR 
FORGIVEN THE UNPAID PRINCIPAL AMOUNT OF, OR UNPAID ACCRUED INTEREST ON, SAID 
NOTE AT THE TIME OF ITS REPLACEMENT BY THIS NOTE.

                                        * * *


<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Revolving
Credit Note to be executed by their duly authorized officers as of the day and
year first written above.

QUIXOTE CORPORATION                     ENERGY ABSORPTION SYSTEMS, INC.


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


QUIXOTE LASER CORPORATION               ROADWAY SAFETY SERVICE, INC.
(f/k/a Disc Manufacturing, Inc.)

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


HIGHWAY INFORMATION SYSTEMS,            TRANSAFE CORPORATION
INC.

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


NU-METRICS, INC.                        SPIN-CAST PLASTICS, INC.

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


E-TECH TESTING SERVICES, INC.           SAFE-HIT CORPORATION

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