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                                 Exhibit 10 (a-2)
                         January 13, 1997
                                 
                                 
Myron R. Shain
9723 Hickory Crest
Palos Hills, IL 60465

Dear Myron:

      In connection with the proposed sale of the business of Disc
Manufacturing, Inc. (the "Sale"), you and Quixote Corporation ("Quixote")
executed today a Second Amendment to Executive Employment Agreement, and this
letter summarizes our agreement with respect to your request for early
retirement as an employee of Quixote, assuming and specifically conditioned
upon the consummation of the Sale.  We have agreed as follows:

      1.      You will be employed by Quixote through the close of business on
June 30, 1997 on the terms and conditions of your Executive Employment
Agreement dated June 24, 1991, as amended by this letter agreement.

      2.      For the two years beginning July 1, 1997 and ending June 30, 1999
(the "Consulting Period"), you will be available to provide consulting services
to Quixote on an as-needed basis in connection with various legal, tax and
litigation aspects of Quixote's discontinued operations.

      3.      During the Consulting Period, Quixote will pay you a consulting
fee equal to your base salary on June 30, 1997, payable semi-monthly.  In the
alternative, Quixote is willing to pay you this consulting fee in a lump sum on
June 30, 1997, discounted to present value at a 6% rate.  In addition, on June
30, 1997, you will be paid an amount equal to the number of paid vacation days
that you have accrued and are entitled to in 1997 (including any vacation days
carried over from 1996) that you have not taken or used prior to the date of
your retirement.  During the Consulting Period, you will be entitled to receive
prompt reimbursement for all reasonable expenses incurred by you (in accordance
with Quixote's policies and procedures for its senior executive officers) in
performing your consulting services for Quixote, provided that you properly
account therefor in accordance with its policies.

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      4.      During the Consulting Period, Quixote will provide you healthcare
benefits comparable to those provided all other Quixote employees.  Quixote
shall offer without cost or charge to you the right to assume ownership and
related premiums of any policies of life insurance, if any, purchased on your
life which are in force upon expiration of the Consulting Period.

      5.      For each of the twelve-month periods ending June 30, 1998 and
June 30, 1999, Quixote will pay you a $60,000 bonus, payable when other Quixote
employees receive their cash bonuses for the fiscal years ended June 30, 1998
and June 30, 1999, but in no event later than August 31, 1998, and August 31,
1999, respectively.

      6.      As you know, if the Sale is consummated, all of your outstanding
incentive stock options will immediately vest, and you will have 3 months to
exercise any options upon your retirement.

      7.      You may continue to use your company-leased automobile, and
Quixote will continue to make lease payments for the term of the lease.  When
the lease expires, Quixote will make arrangements with the auto leasing company
to deliver title to that automobile to you.

      8.      In accordance with your Retirement Award Agreement, Quixote will
deliver to you 4,600 shares of Quixote Common Stock as of June 30, 1997 and
will pay the appropriate cash retirement award, as required by the Retirement
Award Agreement.  Thereafter, you shall not be entitled to any additional
shares pursuant to that Retirement Award Agreement, but all restrictions on
your sale or transfer of your 
retirement award shares will terminate as of the close of business on June 30,
1997.

      9.      You and Quixote will cooperate to implement the consummation of
the Sale, to provide the services required pursuant to Quixote's consulting
agreement with Cinram, and to document any necessary arrangements mutually
determined to be needed to implement this agreement.

      10.      This agreement is intended to be binding on you and Quixote upon
consummation of the Sale.  You and Quixote agree that this agreement is
intended to be in lieu of any and all other arrangements and obligations
between the parties, and that, except as provided in paragraph 11 below, the
Executive Employment Agreement dated June 24, 1991 between you and Quixote will
be cancelled and terminated in full upon implementation of these arrangements.

      11.      You agree that during the period of your employment by Quixote
and the Consulting Period, you will not, without the written consent of
Quixote, disclose to any person other than an employee of Quixote, any
confidential information of Quixote and its subsidiaries which was obtained by
you while in the employ of Quixote or during the Consulting Period, the
disclosure of which will be damaging to Quixote.

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      12.      Quixote 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 Quixote, by agreement in form and substance
satisfactory to you, to expressly assume and agree to perform 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.

      If you agree that this letter accurately summarizes our agreement, please
so indicate by signing one copy of this letter and returning it to me.

                                    Sincerely,


                                /s/ Philip E. Rollhaus, Jr.
                                    Philip E. Rollhaus, Jr.



      I agree that this letter accurately states our agreement with respect to
my employment by Quixote Corporation and future retirement plans.


Date:January 13, 1997                
                                  /s/ Myron R. Shain     
                                      Myron R. Shain