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                                  EXHIBIT 10 (c)
                              THIRD AMENDMENT TO LEASE

     THIS THIRD AMENDMENT TO LEASE is made and entered into as of the 18th day
of January, 1996, between UNITED INSURANCE COMPANY OF AMERICA, as "Landlord",
and QUIXOTE CORPORATION, as "Tenant".

     WHEREAS, Landlord and Tenant previously entered into a Lease (the
"Lease"), pursuant to which Landlord leased to Tenant, and Tenant leased from
Landlord, the premises commonly known as Suite 3000 on the 30th floor of the
One East Wacker Drive Building, Chicago, Illinois, on the terms and conditions
therein set forth.

     WHEREAS, Landlord and Tenant thereafter entered into an amendment to the
Lease (the "First Lease Amendment");, pursuant to which Suite 2320, located on
the 23rd floor of the One East Wacker Drive Building, Chicago, Illinois, was
added to the Premises under the Lease, on the terms and conditions set forth
in the First Lease Amendment.

     WHEREAS, thereafter entered into a second amendment to the Lease (the
"Second Lease Amendment"), pursuant to which Suite 2320 was deleted from the
Premises under the Lease, on the terms and conditions set forth in the Second
Lease Amendment.

     WHEREAS, Tenant has expressed its desire to add additional space to the
Premises under the Lease, and Landlord and Tenant have reached an agreement
with respect thereto.

     NOW, THEREFORE, in consideration of the reciprocal agreements herein
contained, and other good and valuable consideration, the adequacy and receipt
whereof hereby is acknowledged, the parties hereto agree as follows:
     1.  the above recitals are incorporated in and made an express part of
this Third Amendment to Lease.
     2.  As of February 1, 1996, certain space located on the 29th floor of
the One East Wacker Drive Building, Chicago, Illinois, known as Suite 2900 and
shown on Exhibit A-2 attached hereto and made a part hereof (the "Expansion
Space") shall be added to the Premises under the Lease.
     3.  Effective February 1, 1996, the Base Rent that is payable by Tenant
under the Lease shall be increased by the following amounts for the following
periods:

          DATE                    ANNUAL RENT                    MONTHLY RENT
          ----                    -----------                    ------------
     2/1/96 - 1/31/97             $11,157.72                     $  929.81
     2/1/97 - 1/31/98             $11,380.87                     $  948.41
     2/1/98 - 1/31/99             $11,608.49                     $  967.38
     2/1/99 - 1/31/00             $11,840.66                     $  986.72
     2/1/00 - 1/31/01             $12,077.47                     $1,006.46
     2/1/01 - 1/31/02             $12,319.02                     $1,026.59
     2/1/02 - 1/31/03             $12,565.40                     $1,047.12
     2/1/03 - 1/31/04             $12,816.71                     $1,068.06
     2/1/04 - 2/28/04             $ 1,089.42                     $1.089.42

     If the Expansion Space is ready for occupancy hereunder and Tenant takes
possession of the same prior to February 1, 1996, the Base Rent shall be
increased for the period prior to February 1, 1996 by an amount equal to
$929.81 divided by 31 multiplied by the number of remaining days in January of
1996 from and after the date that Tenant takes possession;  and Tenant's
Proportionate Share shall be increased as hereinafter provided as of the date
that Tenant so takes possession.
     4.  Effective February 1, 1996, Tenant's Proportionate Share of
Additional Rent under the Lease shall be increased by 0.0042 (0.42%).

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     5.  As soon as reasonably possible hereafter, Landlord shall paint the
Expansion Space with building standard paint and shall carpet and pad the
Expansion Space with building standard carpet and pad, in colors as shall be
selected by Tenant from Landlord's available selections.  In all other
respects, Landlord is leasing to Tenant, and Tenant is leasing from Landlord,
the Expansion Space in its existing condition, "as is"; and Landlord is making
no promise, agreement, representation or warrant to Tenant with respect to the
condition, repair, alteration or improvement of the Expansion Space.
     6.  Subject to the rights, if any, of Sussman, Selig & Ross, Tenant shall
have the "right of first refusal" to lease any other space on the 29th floor
of the Building, as provided in this Paragraph 6.  If Landlord obtains a
letter of intent or a written lease executed by a prospective tenant for the
leasing of any space on the 29th floor of the Building, Landlord shall give
Tenant written notice thereof, together with a copy of the letter of intent or
written lease (as the case may be).  Tenant then shall have seven (7) business
days in which to notify Landlord in writing that Tenant wishes to lease the
subject space on all of the terms and conditions set forth in the letter of
intent or written lease (as the case may be).  If Tenant so notifies Landlord,
Tenant shall be deemed to have exercised its right of first refusal to lease
the subject space; and Landlord and Tenant shall enter into a written
amendment to this Lease, adding the subject space to the Premises and
incorporating all of the business terms and conditions set forth in the letter
of intent or written lease (as the case may be), including but not limited to
those concerning rent, security deposit, length of term, Tenant's
proportionate share, construction of tenant improvements and other tenant
concessions.  Notwithstanding the foregoing, the length of the term for the
leasing of the subject space shall be coterminous with the Term of this Lease
if Tenant exercises its right to first refusal during the first thirty-six
(36) full calendar months hereafter.  Such amendment shall be entered into
between Landlord and Tenant within five (5) business days after Tenant
exercises its right of first refusal as aforesaid or fails to execute a
written lease amendment pursuant thereto as aforesaid, Tenant's right of first
refusal shall be deemed to have lapsed with respect to the subject space;  and
Landlord will be free to enter into a written lease with the prospective
tenant on substantially the same terms and conditions as are contained in the
letter of intent or written lease that was tendered by the prospective tenant.
     7.  Except as expressly stated herein, the Lease shall be and remain in
full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Lease as of the date and year above first written.


LANDLORD:                                   TENANT:

United Insurance Company of America         Quixote Corporation

By:/s/ David F. Bengston                    By:/s/ Myron R. Shain              
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Its: Vice President                         Its: Vice President                
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