Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of April 20, 2005

among

QUIXOTE CORPORATIONas Borrower

and

LASALLE BANK NATIONAL ASSOCIATION, as Lender

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TABLE OF CONTENTS

|                                                    |  |                                                                                                    |  |     
|--------------------------------------------------- |  | -------------------------------------------------------------------------------------------------- |  | ----
|Section                                             |  |                                                                                                    |  | Page
|                                                    |  |                                                                                                    |  |     
|ARTICLE I: DEFINITIONS                              |  | 2                                                                                                 
|1.1                                                 |  | Certain Defined Terms                                                                              |  | 2   
|1.2                                                 |  | References                                                                                         |  | 27  
|                                                    |  |                                                                                                   
|ARTICLE II: REVOLVING LOAN AND TERM LOAN FACILITIES |  | 27                                                                                                
|2.1                                                 |  | Revolving Loans                                                                                    |  | 27  
|2.2                                                 |  | Rate Options for all Advances; Maximum Interest Periods                                            |  | 28  
|2.3                                                 |  | Optional Payments; Mandatory Prepayments/Repayments                                                |  | 28  
|2.4                                                 |  | Reduction of Commitments                                                                           |  | 29  
|2.5                                                 |  | Method of Borrowing                                                                                |  | 29  
|2.6                                                 |  | Method of Selecting Types and Interest Periods for Advances                                        |  | 29  
|2.7                                                 |  | Minimum Amount of Each Advance                                                                     |  | 30  
|2.8                                                 |  | Method of Selecting Types, and Interest Periods for Conversion and
 Continuation of Advances       |  | 30  
|2.9                                                 |  | Default Rate                                                                                       |  | 31  
|2.10                                                |  | Method of Payment                                                                                  |  | 31  
|2.11                                                |  | Evidence of Debt                                                                                   |  | 31  
|2.12                                                |  | Telephonic Notices                                                                                 |  | 32  
|2.13                                                |  | Promise to Pay; Interest and Facility Fees; Interest Payment Dates;
 Interest and Fee Basis; Taxes |  | 32  
|2.14                                                |  | Lending Installation                                                                               |  | 37  
|2.15                                                |  | Termination Date                                                                                   |  | 37  
|2.16                                                |  | Judgment Currency                                                                                  |  | 37  
|2.17                                                |  | Security of Obligations                                                                            |  | 37  
|                                                    |  |                                                                                                   
|ARTICLE III: THE LETTER OF CREDIT FACILITY          |  | 38                                                                                                
|3.1                                                 |  | Obligation to Issue Letters of Credit                                                              |  | 38  
|3.2                                                 |  | Transitional Letters of Credit                                                                     |  | 38  
|3.3                                                 |  | Types and Amounts                                                                                  |  | 38  
|3.4                                                 |  | Conditions                                                                                         |  | 38  
|3.5                                                 |  | Procedure for Issuance of Letters of Credit                                                        |  | 39  
|3.6                                                 |  | Reimbursement Obligation                                                                           |  | 39  
|3.7                                                 |  | Letter of Credit Fees                                                                              |  | 40  
|3.8                                                 |  | Indemnification; Exoneration                                                                       |  | 40  
|                                                    |  |                                                                                                   
|ARTICLE IV: CHANGE IN CIRCUMSTANCES                 |  | 41                                                                                                
|4.1                                                 |  | Yield Protection                                                                                   |  | 41  
|4.2                                                 |  | Changes in Capital Adequacy Regulations                                                            |  | 42  
|4.3                                                 |  | Availability of Types of Advances                                                                  |  | 43  
|4.4                                                 |  | Funding Indemnification                                                                            |  | 43  
|4.5                                                 |  | Lender Statements; Survival of Indemnity                                                           |  | 43  

ii

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|                                                                                |  |                                                         |  |   
|------------------------------------------------------------------------------- |  | ------------------------------------------------------- |  | --
|ARTICLE V: CONDITIONS PRECEDENT                                                 |  | 44                                                     
|5.1                                                                             |  | Initial Advances and Letters of Credit                  |  | 44
|5.2                                                                             |  | Each Advance and Letter of Credit                       |  | 48
|                                                                                |  |                                                        
|ARTICLE VI: REPRESENTATIONS AND WARRANTIES                                      |  | 48                                                     
|6.1                                                                             |  | Organization; Corporate Powers                          |  | 48
|6.2                                                                             |  | Authority; Enforceability                               |  | 48
|6.3                                                                             |  | No Conflict; Governmental Consents                      |  | 49
|6.4                                                                             |  | Financial Statements                                    |  | 49
|6.5                                                                             |  | No Material Adverse Change                              |  | 49
|6.6                                                                             |  | Taxes                                                   |  | 50
|6.7                                                                             |  | Litigation; Loss Contingencies and Violations           |  | 50
|6.8                                                                             |  | Subsidiaries                                            |  | 50
|6.9                                                                             |  | ERISA                                                   |  | 50
|6.10                                                                            |  | Accuracy of Information                                 |  | 51
|6.11                                                                            |  | Securities Activities                                   |  | 51
|6.12                                                                            |  | Material Agreements                                     |  | 51
|6.13                                                                            |  | Compliance with Laws                                    |  | 52
|6.14                                                                            |  | Assets and Properties                                   |  | 52
|6.15                                                                            |  | Statutory Indebtedness Restrictions                     |  | 52
|6.16                                                                            |  | Labor Matters                                           |  | 52
|6.17                                                                            |  | Environmental Matters                                   |  | 52
|6.18                                                                            |  | Insurance                                               |  | 53
|6.19                                                                            |  | Use of Proceeds                                         |  | 53
|6.20                                                                            |  | Solvency                                                |  | 53
|                                                                                |  |                                                        
|ARTICLE VII: COVENANTS                                                          |  | 53                                                     
|7.1                                                                             |  | Reporting                                               |  | 53
|7.2                                                                             |  | Affirmative Covenants                                   |  | 59
|7.3                                                                             |  | Negative Covenants                                      |  | 62
|7.4                                                                             |  | Financial Covenants                                     |  | 68
|                                                                                |  |                                                        
|ARTICLE VIII: DEFAULTS                                                          |  | 69                                                     
|8.1                                                                             |  | Defaults                                                |  | 69
|                                                                                |  |                                                        
|ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND
 REMEDIES |  | 72                                                     
|9.1                                                                             |  | Termination of Revolving Loan Commitments; Acceleration |  | 72
|9.2                                                                             |  | Preservation of Rights                                  |  | 72
|9.3                                                                             |  | Amendments                                              |  | 73
|                                                                                |  |                                                        
|ARTICLE X: GENERAL PROVISIONS                                                   |  | 73                                                     
|10.1                                                                            |  | Survival of Representations                             |  | 73
|10.2                                                                            |  | Governmental Regulation                                 |  | 73
|                                                                                |  |                                                         |  |   
|10.3                                                                            |  | Headings                                                |  | 73
|10.4                                                                            |  | Entire Agreement                                        |  | 73

iii

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|                                     |  |                                                         |  |   
|------------------------------------ |  | ------------------------------------------------------- |  | --
|10.5                                 |  | Several Obligations; Benefits of this Agreement         |  | 73
|10.6                                 |  | Expenses; Indemnification                               |  | 73
|10.7                                 |  | Numbers of Documents                                    |  | 75
|10.8                                 |  | Confidentiality                                         |  | 75
|10.9                                 |  | Severability of Provisions                              |  | 75
|10.10                                |  | Nonliability of Lenders                                 |  | 75
|10.11                                |  | GOVERNING LAW                                           |  | 75
|10.12                                |  | CONSENT TO JURISDICTION; SERVICE OF PROCESS: JURY TRIAL |  | 76
|10.13                                |  | Subordination of Intercompany Indebtedness              |  | 77
|10.14                                |  | Assignability                                           |  | 77
|10.15                                |  | Customer Identification-U.S. Patriot Act Notice         |  | 77
|                                     |  |                                                        
|ARTICLE XI: SETOFF, RATABLE PAYMENTS |  | 78                                                     
|11.1                                 |  | Setoff                                                  |  | 78
|11.2                                 |  | Application of Payments                                 |  | 78
|                                     |  |                                                        
|ARTICLE XII: NOTICES                 |  | 79                                                     
|12.1                                 |  | Giving Notice                                           |  | 79
|12.2                                 |  | Change of Address                                       |  | 79
|                                     |  |                                                        
|ARTICLE XIII: COUNTERPARTS           |  | 79                                                     

iv

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|                                   |   |                                                                                                         
|---------------------------------- | - | --------------------------------------------------------------------------------------------------------
|EXHIBITS AND
 SCHEDULES           
|                                   |   |                                                                                                         
|Exhibits                          
|                                   |   |                                                                                                         
|EXHIBIT A                          |  | Form of
 Borrowing/Election Notice
 (Section 2.2, Section 2.7 and Section 2.9)                          
|                                   |   |                                                                                                         
|EXHIBIT B                          |  | Form of
 Request for Letter of Credit (Section 3.4)                                                     
|                                   |   |                                                                                                         
|EXHIBIT C                          |  | Form of
 Borrowers Counsels Opinion (Section 5.1)                                                     
|                                   |   |                                                                                                         
|EXHIBIT D                          |  | Preliminary
 Closing Checklist (Section 5.1)                                                            
|                                   |   |                                                                                                         
|EXHIBIT E-1                        |  | Form of
 Officers Certificate (Sections 5.1 and 7.1(A)(iv))                                            
|                                   |   |                                                                                                         
|EXHIBIT E-2                        |  | Secretarys
 Certificate (Borrower)                                                                     
|                                   |   |                                                                                                         
|EXHIBIT E-3                        |  | Secretarys
 Certificate (Subsidiary Guarantors)                                                        
|                                   |   |                                                                                                         
|EXHIBIT F-1 
                  F-2 |  | Forms of
 Compliance Certificate (Pre and Post Collateral
 Release Date) (Sections 5.2 and 7.1 (A)(iii))
|                                   |   |                                                                                                         
|EXHIBIT G                          |  | Revolving
 Loan Note (Section 2.11(D))                                                                  
|                                   |   |                                                                                                         
|EXHIBIT H                          |  | Officers
 Certificate-Confirmation of Subordination 
 Agreement (US Traffic) (Section 5.1(5))          
|                                   |   |                                                                                                         
|EXHIBIT I                          |  | Assignment
 and Assumption Agreement 
 (California Deed of Trust)                                       
|                                   |   |                                                                                                         
|EXHIBIT J                          |  | Assignment
 and Assumption Agreement (Pennsylvania Mortgage)                                            
|                                   |   |                                                                                                         
|EXHIBIT K                          |  | Assignment
 and Assumption Agreement (Alabama Mortgage)                                                 
|                                   |   |                                                                                                         
|EXHIBIT L                          |  | Mortgage and
 Security Agreement (Indiana)                                                              
|                                   |   |                                                                                                         
|EXHIBIT M                          |  | Assignment
 and Assumption Agreement (Security Agreement)                                               
|                                   |   |                                                                                                         
|EXHIBIT N                          |  | Assignment
 and Assumption Agreement 
 (Trademark Security Agreement)                                   
|                                   |   |                                                                                                         
|EXHIBIT O                          |  | Assignment
 and Assumption Agreement
 (Patent Security Agreement)                                       
|                                   |   |                                                                                                         
|EXHIBIT P-1,
 P-2,                 |  | Assignment
 and Assumption Agreement (Subsidiary 
 Stock Pledge Agreement)                              

v

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|                                |   |                                                                          
|------------------------------- | - | -------------------------------------------------------------------------
|P-3, P-4                        |   |                                                                          
|                                |   |                                                                          
|EXHIBIT Q                       |  | Borrowing
 Base Certificate                                              
|                                |   |                                                                          
|EXHIBIT R                       |  | Reaffirmation
 and Amendment of California Deed of Trust                 
|                                |   |                                                                          
|EXHIBIT S                       |  | Reaffirmation
 and Amendment of Pennsylvania Mortgage                    
|                                |   |                                                                          
|EXHIBIT T                       |  | Reaffirmation
 and Amendment of Alabama Mortgage                         
|                                |   |                                                                          
|EXHIBIT U                       |  | Reaffirmation
 and Amendment of Security Agreement                       
|                                |   |                                                                          
|EXHIBIT V                       |  | Reaffirmation
 and Amendment of Trademark Security Agreement             
|                                |   |                                                                          
|EXHIBIT W                       |  | Reaffirmation
 and Amendment of Patent Security Agreement                
|                                |   |                                                                          
|EXHIBIT X-1,
 X-2, X-3, X-4     |  | Reaffirmation
 and Amendment of Subsidiary Stock Pledge 
 Agreements     
|                                |   |                                                                          
|EXHIBIT Y                       |  | Collateral Assignment
 (Lease)                                           
|                                |   |                                                                          
|EXHIBIT Z
                  Z-1 |  | Subsidiary
 Guaranty 
 Reaffirmation and Amendment of Subsidiary Guaranty
|                                |   |                                                                          
|Schedules                      
|                                |   |                                                                          
|Schedule 1.
 1.1                |  | Permitted
 Existing Indebtedness (Definitions)                           
|                                |   |                                                                          
|Schedule
 1.1.2                 |  | Permitted
 Existing Investments (Definitions)                            
|                                |   |                                                                          
|Schedule
 1.1.3                 |  | Permitted
 Existing Liens (Definitions)                                  
|                                |   |                                                                          
|Schedule
 1.1.4                 |  | Permitted
 Existing Contingent Obligations (Definitions)                 
|                                |   |                                                                          
|Schedule 3.2                    |  | Transitional
 Letters of Credit (Section 3.2)                            
|                                |   |                                                                          
|Schedule 6.3                    |  | Conflicts:
 Governmental Consents (Section 6.3)                          
|                                |   |                                                                          
|Schedule 6.7                    |  | Litigation                                                               
|                                |   |                                                                          
|Schedule 6.8                    |  | Subsidiaries
 (Section 6.8)                                              
|                                |   |                                                                          
|Schedule 6.9                    |  | ERISA
 (Section 6.9)                                                     
|                                |   |                                                                          
|Schedule
 6.17                  |  | Environmental
 Matters (Section 6.17)                                    

vi

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AMENDED AND RESTATED CREDIT AGREEMENT

This
Amended and Restated CREDIT AGREEMENT, dated as of April 20, 2005, is entered
into by and among QUIXOTE CORPORATION, a Delaware corporation, as Borrower (the
Borrower), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association,
as Lender (the Lender). The parties hereto agree as follows:

RECITALS:

A.     The
Borrower, the Lender and certain other banks, (Existing Lenders) entered into
that certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004; and by a
Fourth Amendment dated as of February 9, 2005 (Existing Credit Agreement),
pursuant to which Existing Credit Agreement the Existing Lenders have made, (i)
Revolving Loans to the Borrower evidenced by certain Revolving Notes, dated as
of September 10, 2004, in the maximum aggregate principal amount of Thirty
Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower and
made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 in aggregate principal
amount of 7% Convertible Senior Subordinated Notes, due February 15, 2025 (the
New Subordinated Notes), the proceeds of which New Subordinated Notes (i)
repaid in full Borrowers obligations on the Term Loans and Notes and terminated
the Existing Lender Term Loan Commitment as defined in the Existing Credit
Agreement and (ii) repaid a portion of the outstanding Revolving Loans.

C.     The
Lender and Borrower have agreed to amend and restate the terms of the Existing
Credit Agreement, and the Borrower has requested and the Lender has agreed that
Lender, individually on its own, continue the Revolving Loan Commitment under
the Existing Credit Agreement consisting of a Revolving Credit Commitment in
the amount of $30,000,000 (with a sublimit for the issuance of Letters of
Credit in the amount of $10,000,000).

D.     The
Existing Lenders (other than Lender) have agreed to sell to Lender their
outstanding pro rata share of the Revolving Loans and to assign their rights
and obligations to the Lender.

E.     Nothing
in this Agreement or in any of the other Loan Documents shall be deemed to
constitute a novation or to have extinguished or discharged the indebtedness
and obligations under the Existing Credit Agreement and the documents executed
and delivered in connection therewith all of which, except as provided herein,
continue under and shall be governed by this Agreement and the other Loan
Documents.

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LaSalle Bank National Association
April 20, 2005
Page 2

ARTICLE I:
DEFINITIONS

1.1     Certain
Defined Terms. The following terms used in this Agreement shall have the
following meanings, applicable both to the singular and the plural forms of the
terms defined.

As
used in this Agreement:

Accounting
Changes is defined in Section 10.9 hereof.

Accounts
means and includes all of the Borrowers and each Subsidiarys presently
existing and hereafter arising or acquired accounts, accounts receivable, and
all present and future rights of the Borrower or such Subsidiary to payment for
goods sold or leased or for services rendered (except those evidenced by
instruments or chattel paper), whether or not they have been earned by
performance, and all rights in any merchandise or goods which any of the same
may represent, and all rights, title, security and guarantees with respect to
each of the foregoing, including, without limitation, any right of stoppage in
transit.

Acquisition
means any transaction, or any series of related transactions, consummated on or
after the date of this Agreement, by which the Borrower or any of its
Subsidiaries (other than transactions involving solely the Borrower and its
Subsidiaries) (i) acquires any going business or all or substantially all of
the assets of any firm, corporation or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage of voting power) of the outstanding
Equity Interests of another Person.

Administrative
Agent shall mean the Northern Trust Company as Administrative Agent for
the benefit of the Existing Lenders under the Existing Credit Agreement.

Affiliate
of any Person means any other Person directly or indirectly controlling,
controlled by or under common control with such Person. A Person shall be deemed
to control another Person if the controlling Person is the beneficial owner
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of greater
than or equal to twenty percent (20%) or more of any class of voting securities
(or other voting interests) of the controlled Person or possesses, directly or
indirectly, the power to direct or cause the direction of the management or
policies of the controlled Person, whether through ownership of Capital Stock,
by contract or otherwise.

Agreement
means this Amended and Restated Credit Agreement, as it may be amended,
restated or otherwise modified and in effect from time to time.

2

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LaSalle Bank National Association
April 20, 2005
Page 3

Alabama
Leasehold Mortgage shall mean the Leasehold Mortgage and Security
Agreement, dated as of June 30, 2004 between Energy Absorption Systems LLC and
the Administrative Agent pursuant to which Energy Absorption Systems LLC
granted a lien to the Administrative Agent in its leasehold interest in the
Alabama Property.

Alabama
Property shall mean that property, as described in the Alabama Leasehold
Mortgage, the lien on which has been granted to the Administrative Agent and
assigned, pursuant to the terms hereof, to Lender by the Administrative Agent.

Alternate
Base Rate means, for any day, a fluctuating rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the
sum of (a) the Federal Funds Effective Rate for such day and
(b) one-half of one percent (0.50%) per annum.

Applicable
ABR Margin means, as at any date of determination, the rate per annum then
applicable to Floating Rate Loans determined in accordance with the provisions
of Section 2.14(D)(ii) hereof.

Applicable
Eurodollar Margin means, as at any date of determination, the rate per
annum then applicable to Eurodollar Rate Loans determined in accordance with
the provisions of Section 2.14(D)(ii) hereof.

Applicable
Commitment Fee Percentage means, as at any date of determination, the rate
per annum then applicable in the determination of the amount payable under Section 2.14(C)(i)
hereof determined in accordance with the provisions of Section 2.14(D)(ii)
hereof.

Applicable
L/C Fee Percentage means, as at any date of determination, a rate per
annum used to calculate Letter of Credit fees equal to the Applicable
Eurodollar Margin then in effect.

Asset
Sale means, with respect to any Person, the sale, lease, conveyance,
disposition or other transfer by such Person of any of its assets (including by
way of a sale-leaseback transaction, and including the sale or other transfer
of any of the Equity Interests of any Subsidiary of such Person) to any Person
other than the Borrower or any of its Subsidiaries other than (i) the sale
of inventory in the ordinary course of business, and (ii) the sale or
other disposition of any obsolete, excess, damaged or worn-out equipment
disposed of in the ordinary course of business and (ii) assignments and
licenses of intellectual property of the Borrower and its Subsidiaries in the
ordinary course of business.

Authorized
Officer means any of the President, Chief Executive Officer, Chief
Financial Officer or Treasurer of the Borrower, acting singly.

Benefit
Plan means a defined benefit plan as defined in Section 3(35) of
ERISA (other than a Multiemployer Plan) in respect of which the Borrower or any
other member of the Controlled Group is, or within the immediately preceding
six (6) years was, an employer as defined in Section 3(5) of ERISA.

3

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LaSalle Bank National Association
April 20, 2005
Page 4

Borrower
means Quixote Corporation, together with its successors and permitted assigns,
including a debtor-in-possession on behalf of the Borrower.

Borrowing
Base Amount shall mean:

(a)     an
amount equal to 85% of the net amount (after deduction of such reserves and
allowances as the Lender deems proper and necessary) of the Eligible Accounts; plus

(b)     the
lesser of (i) an amount equal to 50% of the lower of cost or market value (after
deduction of such reserves and allowances as the Lender deems proper and
necessary) of the Eligible Inventory, or (ii) Ten Million Dollars and 00/100
($10,000,000); plus

(c)     the
lesser of (i) 80% of the orderly liquidation value of machinery and equipment
of Borrower and its Subsidiaries, plus 75% of the fair market value (as
evidenced by an appraisal acceptable to Lender) of the real property of
Borrower and Subsidiaries as pledged hereunder, or (ii) Ten Million Seven
Hundred Thirty-Seven Thousand Seven Hundred Dollars and 00/100 ($10,737,700),
reducing, beginning May 1, 2005, on the first day of each month after the
Closing Date by an amount equal to $75,000 per month.

Borrowing
Date means a date on which a Revolving Loan is made hereunder.

Borrowing/Election
Notice is defined in Section 2.8 hereof.

Business
Day means:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)     for
 the purpose of determining the Eurodollar Rate, a day other than a Saturday
 or Sunday on which banks are open for the transaction of domestic and foreign
 exchange business in London, England;                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b)     for
 the purpose of any payment to be made in Dollars, a day other than a Saturday
 or Sunday on which banks are open in Chicago, Illinois, and New York,
 New York for the conduct of substantially all of their commercial
 lending activities, including the transaction of domestic and foreign
 exchange business, interbank wire transfers can be made on the Fedwire
 system, and dealings in Dollars are carried on in the London interbank
 markets; and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c)     for
 any other purpose, means a day other than a Saturday or Sunday on which banks
 are open in Chicago, Illinois, and New York, New York for the
 conduct of substantially all of their commercial lending activities,
 including the transaction of domestic and foreign exchange business, and
 interbank wire transfers can be made on the Fedwire system.                                                                                                   

California
Deed of Trust shall mean the California Deed of Trust, Assignment of
Rents, Security Agreement and Fixture Filing, dated September 10, 2004, granted
by Energy Absorption Systems, Inc. to the Administrative Agent and assigned to
the Lender by the Administrative Agent.

4

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LaSalle Bank National Association
April 20, 2005
Page 5

California
Property shall mean that property as described in and granted as
collateral pursuant to the California Deed of Trust.

Capital
Expenditures shall mean, with respect to any Person, all expenditures by
such Person which are required to be capitalized in accordance with GAAP,
provided capital expenditures relating solely to Acquisitions effected by an
asset purchase agreement shall be excluded.

Capital
Stock means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a limited liability company,
membership interests, (iv) in the case of a partnership, partnership
interests (whether general or limited) and (v) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person; provided,
however, that Capital Stock shall not include any debt securities
convertible into equity securities prior to such conversion.

Capitalized
Lease of a Person means any lease of property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in
accordance with GAAP.

Capitalized
Lease Obligations of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be capitalized on a balance sheet
of such Person prepared in accordance with GAAP.

Cash
Equivalents means (i) marketable direct obligations issued or
unconditionally guaranteed by the governments of the United States and backed
by the full faith and credit of the United States government;
(ii) domestic and Eurocurrency certificates of deposit and time deposits,
bankers acceptances and floating rate certificates of deposit issued by any
commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, any foreign bank, or its branches or
agencies, the long-term indebtedness of which institution at the time of
acquisition is rated BBB (or better) by S&P or Fitch or Baa (or better) by
Moodys, and which certificates of deposit and time deposits are fully
protected against currency fluctuations for any such deposits with a term of
more than ninety (90) days; (iii) shares of money market, mutual or
similar funds having assets in excess of $100,000,000 and the investments of
which are limited to investment grade securities (i.e., securities rated BBB
(or better) by S&P or Fitch or Baa (or better) by Moodys: and (iv) commercial
paper of United States and foreign banks and bank holding companies and their
subsidiaries and United States and foreign finance, commercial industrial or
utility companies which, at the time of acquisition, are rated A-2 (or better)
by S&P, P-2 (or better) by Moodys, or F-2 (or better) by Fitch; provided
that the maturities of such Cash Equivalents shall not exceed three hundred
sixty-five (365) days from the date of acquisition thereof.

Change
is defined in Section 4.2 hereof.

Change
of Control means an event or series of events by which:

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LaSalle Bank National Association
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Page 6

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)     any
 person or group (as such terms are used in Sections 13(d) and 14(d)
 of the Securities Exchange Act of 1934), becomes the beneficial owner (as
 defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
 1934, provided that a person shall be deemed to have beneficial ownership
 of all securities that such person has the right to acquire, whether such
 right is exercisable immediately or only after the passage of time), directly
 or indirectly, of thirty percent (30%) or more of the combined voting
 power of the Borrowers outstanding Capital Stock ordinarily having the right
 to vote at an election of directors; or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b)     the
 majority of the board of directors of the Borrower fails to consist of
 Continuing Directors; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c)     the
 Borrower consolidates with or merges into another corporation or conveys,
 transfers or leases all or substantially all of its property to any Person,
 in either event pursuant to a transaction in which the outstanding Capital
 Stock of the Borrower is reclassified or changed into or exchanged for cash,
 securities or other property.                                                                                                                                                                                                                                                                                                                  

Closing
Date means April 20, 2005.

Code
means the Internal Revenue Code of 1986, as amended, reformed or otherwise
modified from time to time.

Collateral
shall mean (i) the Collateral, as defined in the Security Agreement, (ii) the
Alabama Property in which Energy Absorption LLC granted a mortgage, security
interest and lien under the Alabama Leasehold Mortgage, (iii) the California
Property on which Energy Absorption Systems Inc. granted a mortgage pursuant to
the California Deed of Trust, (iv) the Pennsylvania Property on which
Nu-Metrics, Inc. granted a mortgage pursuant to the Pennsylvania Mortgage, (v)
the Intellectual Property Collateral; (vi) the stock of each Subsidiary
Guarantor pledged by Borrower pursuant to the Subsidiary Stock Pledge
Agreements and (vii) the Indiana Property on which Spin Cast Plastics, Inc.
granted a mortgage pursuant to the Indiana Mortgage.

Collateral
Assignment (Lease) shall mean the Collateral Assignment of the Option to
Purchase Rights under Lease Agreement, between the Borrower, Energy Absorption
Systems (AL) LLC and the Lender as acknowledged by the Development Board, as
hereinafter executed by the parties, in the form of Exhibit Y attached hereto.

Collateral
Documents shall mean (i) the Security Agreement; (ii) Alabama Leasehold
Mortgage, (iii) California Deed of Trust; (iv) Pennsylvania Mortgage; (v)
Indiana Mortgage; (vi) Patent Security Agreement; (vii) Trademark Security
Agreement; (ix) Subsidiary Stock Pledge Agreements and (x) the Collateral
Assignment (Lease), as the same may be amended, restated, reaffirmed or
modified from time to time.

Collateral
Release Date shall mean that date on which the Lender pursuant to Section
7.1(J) hereof delivers to Borrower notice of its acceptance of Borrowers
compliance with the Release Covenants and of its agreement to release its lien
against the Collateral.

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LaSalle Bank National Association
April 20, 2005
Page 7

Commission
means the Securities and Exchange Commission of the United States of America
and any Person succeeding to the functions thereof.

Consolidated
Interest Expense means the interest expense of the Borrower and its
Subsidiaries calculated on a consolidated basis (determined, subject to the
foregoing parenthetical, in accordance with GAAP).

Consolidated
Net Worth means, at a particular date, all amounts which would be included
under shareholders equity (including capital stock, additional paid-in capital
and retained earnings) on the consolidated balance sheet for the Borrower and
its consolidated Subsidiaries determined in accordance with GAAP.

Contaminant
means any pollutant, hazardous substance, toxic substance, hazardous waste,
special waste, petroleum or petroleum-derived substance, asbestos,
polychlorinated biphenyls (PCBs), or any constituent of any such substance,
and includes but is not limited to these terms as defined in Environmental,
Health or Safety Requirements of Law.

Contingent
Obligation, as applied to any Person, means any Contractual Obligation,
contingent or otherwise, of that Person with respect to any Indebtedness of
another or other obligation or liability of another, including, without
limitation, any such Indebtedness, obligation or liability of another directly
or indirectly guaranteed, endorsed (otherwise than for collection or deposit in
the ordinary course of business), co-made or discounted or sold with recourse
by that Person, or in respect of which that Person is otherwise directly or
indirectly liable, including Contractual Obligations (contingent or otherwise)
arising through any agreement to purchase, repurchase, or otherwise acquire
such Indebtedness, obligation or liability or any security therefor, or to
provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received. The amount of any Contingent
Obligation shall be equal to the present value of the portion of the obligation
so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

Continuing
Director means, with respect to the Borrower as of any date of
determination, any member of the board of directors of the Borrower who
(a) was a member of such board of directors on the date of this Agreement,
or (b) was nominated for election or elected to such board of directors
with the approval of the Continuing Directors who were members of such board at
the time of such nomination or election.

Contractual
Obligation, as applied to any Person, means any provision of any equity or
debt securities issued by that Person or any indenture, mortgage, California
Deed of Trust, security agreement, pledge agreement, guaranty, contract,
undertaking, agreement or instrument, in any case in writing, to which that
Person is a party or by which it or any of its properties is bound, or to which
it or any of its properties is subject.

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LaSalle Bank National Association
April 20, 2005
Page 8

Controlled
Group means the group consisting of (i) any corporation which is a
member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as the Borrower; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the
Borrower; and (iii) a member of the same affiliated service group (within
the meaning of Section 414(m) of the Code) as the Borrower, any corporation
described in clause (i) above or any partnership or trade or business described
in clause (ii) above.

Customary
Permitted Liens means:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     Liens
 (other than Environmental Liens and Liens in favor of the PBGC) with respect
 to the payment of taxes, assessments or governmental charges in all cases
 which are not yet due and payable or (if foreclosure, distraint, sale or
 other similar proceedings shall not have been commenced or any such
 proceeding after being commenced is stayed) which are being contested in good
 faith by appropriate proceedings properly instituted and diligently conducted
 and with respect to which adequate reserves or other appropriate provisions
 are being maintained, which reserves and provisions shall be maintained in
 accordance with generally accepted accounting principles as in effect from
 time to time, if and to the extent that such GAAP so require;                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)     statutory
 Liens of landlords and Liens of suppliers, mechanics, carriers, materialmen,
 warehousemen or workmen and other similar Liens imposed by law created in the
 ordinary course of business for amounts not yet due or which are being
 contested in good faith by appropriate proceedings properly instituted and
 diligently conducted and with respect to which adequate reserves or other
 appropriate provisions are being maintained, which reserves and provisions
 shall be maintained in accordance with generally accepted accounting
 principles as may be in effect from time to time, if and to the extent that
 such generally accepted accounting principles so require;                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii)     Liens
 (other than Environmental Liens and Liens in favor of the IRS or the PBGC)
 incurred or deposits made in the ordinary course of business in connection
 with workers compensation, unemployment insurance or other types of social
 security benefits or to secure the performance of bids, tenders, sales,
 contracts (other than for the repayment of borrowed money), surety, appeal
 and performance bonds; provided that (A) all such Liens do not in the
 aggregate materially detract from the value of the Borrowers or such
 Subsidiarys assets or property taken as a whole or materially impair the use
 thereof in the operation of the businesses taken as a whole and (B) all
 Liens securing bonds to stay judgments or in connection with appeals do not
 secure at any time an aggregate amount exceeding $1,000,000;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iv)     Liens
 arising with respect to zoning restrictions, easements, encroachments,
 licenses, reservations, covenants, rights-of-way, utility easements, building
 restrictions and other similar charges, restrictions or encumbrances on the
 use of real property which do not in any case materially detract from the value
 of the property subject thereto or materially interfere with the ordinary use
 or occupancy of the real                                                                                                                                                                                                                                                                                                                                                                                                              

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LaSalle
Bank National Association
April 20, 2005
Page 9

| |                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | property or with the ordinary conduct of the business of the Borrower
 or any of its Subsidiaries;                                                                                                                                       
| |                                                                                                                                                                                                                                          
| | (v)     Liens
 of attachment or judgment with respect to judgments, writs or warrants of
 attachment, or similar process against the Borrower or any of its
 Subsidiaries which do not constitute a Default under Section 8.1(H)
 hereof;
| |                                                                                                                                                                                                                                          
| | (vi)     any
 interest or title of the lessor in the property subject to any operating
 lease entered into by the Borrower or any of its Subsidiaries in the ordinary
 course of business; and                                           
| |                                                                                                                                                                                                                                          
| | (vii)     financing
 statements of a lessors rights in and to the property leased to the Borrower
 or one of the Subsidiaries relating to leases permitted by this Agreement.                                                           

Default
means an event described in Article VIII hereof.

Development
Board shall mean The Industrial Development Board of the City of Pell
City.

Disqualified
Stock means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is ninety-one (9l)
days after the Revolving Loan Termination Date.

DOL
means the United States Department of Labor and any Person succeeding to the
functions thereof.

Dollar
and $ means dollars in the lawful currency of the United States of
America.

Dollar
Amount of any currency at any date shall mean (i) the amount of such
currency if such currency is Dollars or (ii) the Equivalent Amount of
Dollars if such currency is any currency other than Dollars.

Domestic
Incorporated Subsidiary means a Subsidiary of the Borrower organized under
the laws of a jurisdiction located in the United States of America.

EBITDA
means, for any period, on a consolidated basis for the Borrower and its
Subsidiaries, the sum of the amounts for such period, without duplication, of
(i) Net Income, plus (ii) Interest Expense to the extent
deducted in computing Net Income, plus (iii) charges against income
for foreign, federal, state and local taxes to the extent deducted in computing
Net Income, plus (iv) depreciation expense to the extent deducted
in computing Net Income, plus (v) amortization expense, including,
without limitation, amortization of goodwill and other intangible assets to the
extent deducted in computing Net Income, plus (vi) any unusual
non-cash charges to the extent deducted in computing Net Income, plus (vii)
non-cash stock based

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LaSalle
Bank National Association
April 20, 2005
Page 10

compensation expense to the extent deducted in computing Net Income and
minus (viii) any unusual non-cash gains to the extent added in computing
Net Income.

Eligible
Accounts shall mean those Accounts of the Borrower or any Subsidiary which
meet the following requirements:

(a)     are
genuine in all respects and have arisen in the ordinary course of the
Borrowers business from (i) the performance of services by the Borrower or the
applicable Subsidiary, which services have been fully performed, acknowledged
and accepted by the Account Debtor or (ii) the sale, license, assignment or
lease of Goods by the Borrower, including C.O.D. sales, which Goods have been
completed in accordance with the Account Debtors specifications (if any) and
delivered to and accepted by the Account Debtor, and the Borrower has
possession of, or has delivered to the Lender at the Lenders request, shipping
and delivery receipts evidencing such shipment;

(b)     it
is subject to a perfected, first priority Lien in favor of the Lender and is
not subject to any other assignment, claim or Lien;

(c)     it
is the valid, legally enforceable and unconditional obligation of the Account
Debtor with respect thereto, and is not subject to the fulfillment of any
condition whatsoever or any counterclaim, credit (except as provided in
subsection (h) of this definition), trade or volume discount, allowance,
discount, rebate or adjustment by the Account Debtor with respect thereto, or to
any claim by such Account Debtor denying liability thereunder in whole or in
part and the Account Debtor has not refused to accept and/or has not returned
or offered to return any of the Goods or services which are the subject of such
Account;

(d)     the
Account Debtor with respect thereto is a resident or citizen of, and is located
within, the United States, unless the sale of goods or services giving rise to
such Account is on letter of credit, bankers acceptance or other credit support
terms reasonably satisfactory to the Lender;

(e)     it
is not an Account arising from a sale on approval, sale or return,
consignment, guaranteed sale or bill and hold, or are subject to any
other repurchase or return agreement;

(f)     it
is not an Account with respect to which possession and/or control of the goods
sold giving rise thereto is held, maintained or retained by the Borrower or any
Subsidiary (or by any agent or custodian of the Borrower or any Subsidiary) for
the account of, or subject to, further and/or future direction from the Account
Debtor with respect thereto;

(g)     it
has not arisen out of contracts with the United States or any department,
agency or instrumentality thereof, unless the Borrower has assigned its right
to payment of such Account to the Bank pursuant to the Assignment of Claims Act
of 1940, and evidence (satisfactory to the Lender) of such assignment has been
delivered to the Lender;

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LaSalle Bank National Association
April 20, 2005
Page 11

(h)     if
the Borrower maintains a credit limit for an Account Debtor, the aggregate
dollar amount of Accounts due from such Account Debtor, including such Account,
does not exceed such credit limit;

(i)     if
the Account is evidence by chattel paper or an instrument, the originals of
such chattel paper or instrument shall have been endorsed and/or assigned and
delivered to the bank or, in the case of electronic chattel paper, shall be in
the control of the Lender, in each case in a manner satisfactory to the Lender;

(j)     such
Account is evidenced by an invoice delivered to the related Account Debtor and
is not more than (i) sixty 60 days (except in the case of Energy Absorptions
Systems, Inc., ninety (90) days), past the due date thereof, or (ii) ninety
(90) days past the original invoice date thereof, in each case according to the
original terms of sale;

(k)     it
is not an Account with respect to an Account Debtor that is located in any
jurisdiction which has adopted a statute or other requirement with respect to
which any Person that obtains business from within such jurisdiction must file
a notice of business activities report or make any other required filings in a
timely manner in order to enforce its claims in such jurisdictions courts
unless (i) such notice of business activities report has been duly and timely
filed or the borrower or the applicable Subsidiary is exempt from filing such
report and has provided the bank with satisfactory evidence of such exemption
or (ii) the failure to make such filings may be cured retroactively by the
Borrower or the applicable Subsidiary for a nominal fee;

(l)     the
Account Debtor with respect thereto is not the Borrower or an Affiliate of the
Borrower;

(m)     such
Account does not arise out of a contract or order which, by its terms, forbids
or makes void or unenforceable the assignment thereof by the Borrower or any
Subsidiary to the Bank and is not unassignable to the Bank for any other
reason;

(n)     there
is no bankruptcy, insolvency or liquidation proceeding pending by or against
the Account Debtor with respect thereto, nor has the Account Debtor suspended
business, made a general assignment for the benefit of creditors or failed to
pay its debts generally as they come due, and/or no condition or event has
occurred having a material adverse effect on the Account Debtor which would
require the Accounts of such Account Debtor to be deemed uncollectible in
accordance with GAAP;

(o)     it
is not owed by an Account Debtor with respect to which twenty five percent
(25%) or more of the aggregate amount of outstanding Accounts owed at such time
by such Account Debtor is classified as ineligible under clause (j) of this
definition;

(p)     if
the aggregate amount of all Accounts owed by the Account Debtor thereon exceeds
twenty five percent (25%) of the aggregate amount of all Accounts at such time,
then all Accounts owed by such Account Debtor in excess of such amount shall be
deemed ineligible; and

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LaSalle Bank National Association 
April 20, 2005 
Page 12

(q)     it
does not violate the negative covenants and does satisfy the affirmative
covenants of the Borrower contained in this Agreement, and it is otherwise not
unacceptable to the Lender for any other reason.

An
Account which is at any time an Eligible Account, but which subsequently fails
to meet any of the foregoing requirements, shall forthwith cease to be an
Eligible Account. Further, with respect to any Account, if the Lender at any
time hereafter determines in its discretion that the prospect of payment or
performance by the Account Debtor with respect thereto is materially impaired
for any reason whatsoever, such Account shall cease to be an Eligible Account after
notice of such determination is given to the Borrower.

Eligible
Inventory shall mean all Inventory of the Borrower or any Subsidiary which
meets each of the following requirements:

(a)     it
is subject to a perfected, first priority Lien in favor of the Lender and is
not subject to any other assignment, claim or Lien;

(b)     it
is salable and not slow-moving, obsolete or discontinued, as determined in the
sole and absolute discretion of the Lender;

(c)     it
is in the possession and control of the Borrower or any Subsidiary and it is
stored and held in facilities owned by the Borrower or any Subsidiary or, if
such facilities are not so owned, the Lender is in possession of a Collateral
Access Agreement with respect thereto;

(d)     is
not Inventory produced in violation of the Fair Labor Standards Act and/or
subject to the so-called hot goods provisions contained in Title 29 U.S.C.
215(a); and

(e)     it
is not subject to any agreement or license which would restrict the Banks
ability to sell or otherwise dispose of such Inventory;

(f)     it
is located in the United States or in any territory or possession of the United
States that has adopted Article 9 of the Uniform Commercial Code;

(g)     it
is not in transit to the Borrower or any Subsidiary or held by the Borrower
or any Subsidiary on consignment;

(h)     it
is not work-in-progress Inventory;

(i)     it
is not supply items, packaging or any other similar materials;

(j)     it
is not identified to any purchase order or contract to the extent progress or
advance payments are received with respect to such Inventory;

(k)     it
does not breach any of the representations, warranties or covenants pertaining
to Inventory set forth in the Loan Documents; and

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LaSalle Bank National Association 
April 20, 2005 
Page 13

(l)     the
Lender shall not have determined in its reasonable discretion that it is
unacceptable due to age, type, category, quality, quantity and/or any other
reason whatsoever.

Inventory
which is at any time Eligible Inventory but which subsequently fails to meet
any one of the foregoing requirements, shall forthwith cease to be Eligible
Inventory.

Energy
Absorption LLC shall mean Energy Absorption Systems (AL) LLC, a Delaware
limited liability company.

Environmental
Health or Safety Requirements of Law means all Requirements of Law derived
from or relating to foreign, federal, state and local laws or regulations
relating to or addressing pollution or protection of the environment, or
protection of worker health or safety, including, but not limited to, the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
§ 9601 et seq., the Occupational Safety and Health Act of
1970, 29 U.S.C. § 651 et seq., and the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq.,
in each case including any amendments thereto, any successor statutes, and any
regulations or guidance promulgated thereunder, and any state or local
equivalent thereof.

Environmental
Lien means a lien in favor of any Governmental Authority for (a) any
liability under Environmental, Health or Safety Requirements of Law, or
(b) damages arising from, or costs incurred by such Governmental Authority
in response to, a Release or threatened Release of a Contaminant into the
environment.

Environmental
Property Transfer Act means any applicable requirement of law that
conditions, restricts, prohibits or requires any notification or disclosure
triggered by the closure of any property or the transfer, sale or lease of any
property or deed or title for any property for environmental reasons,
including, but not limited to, any so-called Industrial Site Recovery Act or
Responsible Property Transfer Act.

Equity
Interests means Capital Stock and all warrants, options or other rights to
acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).

ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time
to time including (unless the context otherwise requires) any rules or
regulations promulgated thereunder.

Eurodollar
Base Rate means a rate of interest equal to (a) the per annum rate of
interest at which United States dollar deposits for a period equal to the
relevant Interest Period are offered in the London Interbank Eurodollar market
at 11:00 a.m. (London time) two Business days prior to the commencement of such
Interest Period (or three Business Days prior to the commencement of such
Interest Period if banks in London, England were not open and dealing in
offshore United States dollars on such second preceding Business Day), as
displayed in the Bloomberg Financial Marketssystem (or other authoritative
source selected by the Bank in its

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LaSalle Bank
National Association 
April 20, 2005 
Page 14

sole discretion), divided by (b) a number determined by subtracting
from 1.00 the then stated maximum reserve percentage for determining reserves
to be maintained by member banks of the Federal Reserve System for Eurocurrency
funding or liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D), or as LIBOR is otherwise determined by the
Bank in its sole and absolute discretion. The Banks determination of LIBOR
shall be conclusive absent manifest error.

Eurodollar
Payment Office of the Lender shall mean any agency, branch or Affiliate of
the Lender, specified as the Eurodollar Payment Office on Exhibit A
hereto or such other agency, branch, Affiliate or correspondence bank of the
Lender, as it may from time to time specify to the Borrower and each Lender as
its Eurodollar Payment Office.

Eurodollar
Rate means, with respect to a Eurodollar Rate Loan for the relevant
Interest Period, the Eurodollar Base Rate applicable to such Interest Period
plus the Applicable Eurodollar Margin then in effect.

Eurodollar
Rate Advance means an Advance which bears interest at the Eurodollar Rate.

Eurodollar
Rate Loan means a Loan made pursuant to Section 2.1 which
bears interest at the Eurodollar Rate.

Existing
Credit Agreement has the meaning assigned to such term in Section A of the
Recitals section of this Agreement.

Federal
Funds Effective Rate means, for any day, an interest rate per annum equal
to the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers on
such day, as published for such day (or, if such day is not a Business Day, for
the immediately preceding Business Day) by the Federal Reserve Bank of
New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m.
(Chicago time) on such day on such transactions received by the Lender from
three (3) Federal funds brokers of recognized standing selected by the
Lender in its sole discretion.

Fitch
means Fitch Investors Service, L.P., together with its successors and assigns.

Fixed-Rate
Loan means any Eurodollar Rate Loan bearing a fixed rate of interest for
the applicable Interest Period.

Floating
Rate means, for any day for any Loan, a rate per annum equal to the
Alternate Base Rate for such day, changing when and as the Alternate Base Rate
changes, plus the Applicable ABR Margin then in effect.

Floating
Rate Advance means an Advance which bears interest at the Floating Rate.

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LaSalle Bank
National Association 
April 20, 2005 
Page 15

Floating
Rate Loan means a Loan, or portion thereof, which bears interest at the
Floating Rate.

GAAP
shall mean generally accepted accounting principles, using the accrual basis of
accounting and consistently applied with prior periods, provided, however, that
GAAP with respect to any interim financial statements or reports shall be
deemed subject to fiscal year-end adjustments and footnotes made in accordance
with GAAP.

Governmental
Acts is defined in Section 3.10(A) hereof.

Governmental
Authority means any nation or government, any federal, state, local or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative authority or functions of
or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

Hedging
Agreements is defined in Section 7.3(M) hereof.

Hedging
Arrangements is defined in the definition of Hedging Obligations below.

Hedging
Obligations of a Person means any and all obligations of such Person,
whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor), under (i) any and all agreements,
devices or arrangements designed to protect at least one of the parties thereto
from the fluctuations of interest rates, commodity prices, exchange rates or
forward rates applicable to such partys assets, liabilities or exchange
transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants or any similar derivative
transactions (Hedging Arrangements), and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

Indebtedness
of a Person means, without duplication, such Persons (i) obligations for
borrowed money, including, without limitation, subordinated indebtedness,
(ii) obligations representing the deferred purchase price of property or
services (other than accounts payable arising in the ordinary course of such
persons business payable on terms customary in the trade and other than
earn-outs or other similar forms of contingent purchase prices),
(iii) obligations, whether or not assumed, secured by Liens on or payable
out of the proceeds or production from property or assets now or hereafter
owned or acquired by such Person, (iv) obligations which are evidenced by
notes, acceptances, or other instruments, (v) Capitalized Lease
Obligations, (vi) Contingent Obligations with respect to the Indebtedness
of other Persons, (vii) obligations with respect to letters of credit,
(viii) Off-Balance Sheet Liabilities, (ix) Disqualified Stock, and
(x) Hedging Obligations. The amount of Indebtedness of any Person at any
date shall be without duplication (i) the outstanding balance at such date
of all unconditional obligations as described above and the maximum liability
of any such Contingent

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Obligations at such date and (ii) in the case of Indebtedness of
others secured by a Lien to which the property or assets owned or held by such
Person is subject, the lesser of the fair market value at such date of any
asset subject to a Lien securing the Indebtedness of others and the amount of
the Indebtedness secured.

Indemnified
Matters is defined in Section 10.7(B) hereof.

Indemnitees
is defined in Section 10.7(B) hereof.

Indiana
Mortgage shall mean the mortgage, dated as of the date hereof, granted by
Spin-Cast Plastics, Inc. to Lender in the Indiana Property.

Indiana
Property shall mean that property as described in and granted as collateral
pursuant to the Indiana Mortgage.

Intellectual
Property Collateral shall mean (i) the Collateral, as defined in the
Patent Security Agreement and (ii) the Collateral as defined in the Trademark
Security Agreement.

Interest
Expense means, without duplication, for any period, the total interest
expense of the Borrower and its consolidated Subsidiaries, whether paid or
accrued (including the interest component of Capitalized Leases, commitment and
letter of credit fees, Off-Balance Sheet Liabilities and net payments or
receipts (if any) pursuant to Hedging Arrangements relating to interest rate
protection), all as determined in conformity with GAAP.

Interest
Period means, with respect to a Eurodollar Rate Loan, a period of
one (1), two (2), three (3) or six (6) months, commencing
on a Business Day selected by the Borrower on which a Eurodollar Rate Advance
is made to the Borrower pursuant to this Agreement. Such Interest Period shall
end on (but exclude) the day which corresponds numerically to such date
one (1), two (2), three (3) or six (6) months thereafter; provided,
however, that if there is no such numerically corresponding day in such
next, second, third or sixth succeeding month, such Interest Period shall end
on the last Business Day of such next, second, third or sixth succeeding month.
If an Interest Period would otherwise end on a day which is not a Business Day,
such Interest Period shall end on the next succeeding Business Day, provided,
however, that if said next succeeding Business Day falls in a new
calendar month, such Interest Period shall end on the immediately preceding
Business Day.

Investment
means, with respect to any Person, (i) any purchase or other acquisition
by that Person of any Indebtedness, Equity Interests or other securities, or of
a beneficial interest in any Indebtedness, Equity Interests or other
securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business (whether of a division,
branch, unit operation, or otherwise) conducted by another Person, and
(iii) any loan, advance (other than deposits with financial institutions,
prepaid expenses, accounts receivable, advances to employees and similar items
made or incurred in the ordinary course of business) or capital contribution by
that Person to any other Person, including all Indebtedness to

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National Association 
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Page 17

such Person arising from a sale of property by such Person other than
in the ordinary course of its business.

IRS
means the Internal Revenue Service and any Person succeeding to the functions
thereof.

Last
Twelve-Month Period means, with respect to any fiscal quarter, the
preceding four-fiscal quarter periods ending on the last day of such fiscal
quarter.

L/C
Documents is defined in Section 3.4 hereof.

L/C
Draft means a draft drawn on Lender pursuant to a Letter of Credit.

L/C
Interest shall have the meaning ascribed to such term in Section 3.6
hereof.

L/C
Obligations means, without duplication, an amount equal to the sum of
(i) the aggregate of the Dollar Amount then available for drawing under
each of the Letters of Credit and (ii) the aggregate outstanding Dollar
Amount of all Reimbursement Obligations at such time.

Lease
shall mean the Supplemental Lease Agreement, dated as of March 1, 1995 between
the Development Board and Energy Absorption Systems, Inc. (EAS), as assigned
to and assumed by Energy Absorption LLC pursuant to the Assignment and
Assumption of Lease Agreement, dated as of December 31, 2002 between Energy Absorption
LLC and EAS.

Lender
means LaSalle Bank National Association and its respective successors and
assigns.

Lending
Installation means, with respect to the Lender, any office, branch,
subsidiary or affiliate of the Lender.

Letters
of Credit means the standby letters of credit (i) to be issued by the
Lender, as Lender pursuant to Section 3.1 hereof or
(ii) deemed issued by the Lender pursuant to Section 3.2
hereof.

Lien
means any lien (statutory or other), mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance or preference, priority or
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention agreement).

Loan(s)
means, any Advance made pursuant to Section 2.1 hereof, as
applicable, and collectively, all Revolving Loans, whether made or continued as
or converted to Floating Rate Loans or Fixed-Rate Loans.

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National Association 
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Loan
Documents means this Agreement, any promissory notes executed pursuant to Section 2.12(D),
the Subsidiary Guaranty, the Collateral Documents and all other documents.
instruments, notes and agreements executed in connection therewith or
contemplated thereby, as the same may be amended, restated or otherwise
modified and in effect from time to time.

Margin
Stock shall have the meaning ascribed to such term in Regulation U.

Material
Adverse Effect means a material adverse effect upon (a) the business,
financial condition, operations, affairs, assets, or properties of the
Borrower, or the Borrower and its Subsidiaries, taken as a whole, (b) the
ability of the Borrower or any of its Subsidiaries to perform its obligations
under the Loan Documents in any material respect, or (c) the ability of the
Lenders or the Lender to enforce in any material respect the Obligations.

Maximum
Letter of Credit Obligation shall mean an aggregate amount of L/C
Obligations not to exceed Ten Million Dollars and 00/100 ($10,000,000).

Moodys
means Moodys Investors Service. Inc., together with its successors and
assigns.

Multiemployer
Plan means a Multiemployer Plan as defined in Section 4001(a)(3) of
ERISA which is, or within the immediately preceding six (6) years was,
contributed to by either the Borrower or any member of the Controlled Group.

Net
Cash Proceeds shall mean the gross cash proceeds (including any cash
received by way of deferred payment pursuant to a promissory note, receivable
or otherwise, but only as, when and to the extent actually received) received
from such event, net of transaction costs (including, as applicable, any
underwriting, brokerage or other customary commissions and legal, advisory,
accounting, investment banking and other fees and expenses associated
therewith) received from any such event.

Net
Income means, for any period, the net income (or loss) after taxes of the
Borrower and its Subsidiaries on a consolidated basis for such period taken as
a single accounting period determined in conformity with GAAP.

Net
Recovery Event Proceeds shall mean, with respect to any Recovery Event,
the cash proceeds (net of costs and taxes incurred in connection with such Recovery
Event) received by the respective Person in connection with such Recovery
Event.

Net
Sale Proceeds shall mean for any sale of assets, the gross cash proceeds
(including any cash received by way of deferred payment pursuant to a
promissory note, receivable or otherwise, but only as, when and to the extent
actually received) received from any sale of assets, net of (i) transaction
costs (including, without limitation, any underwriting, brokerage or other
customary selling commissions and legal, advisory, accounting, investment
banking and other fees and expenses, including title and recording expenses,
associated therewith), (ii) payments of unassumed liabilities relating to the
assets sold at the time of, or

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within 180 days after, the date of such sale, (iii) the amount of such
gross cash proceeds required to be used to repay any Indebtedness which is
secured by the respective assets which were sold, and (iv) the estimated
marginal increase in income taxes which will be payable by the Borrowers
consolidated group with respect to the fiscal year (for U.S. federal income tax
purposes) in which the sale occurs as a result of such sale; but excluding any
portion of any such gross cash proceeds which the Borrower determines in good
faith should be reserved for post-closing adjustments (to the extent the
Borrower delivers to the Lenders a certificate signed by an Authorized
Representative as to such determination), it being understood and agreed that
on the day that all such post-closing adjustments have been determined (which
shall not be later than one year following the date of the respective asset
sale), the amount (if any) by which the reserved amount in respect of such sale
or disposition exceeds the actual post-closing adjustments paid by the Borrower
or any of its Subsidiaries shall constitute Net Sale Proceeds on such date
received by the Borrower and/or any of its Subsidiaries from such sale, lease,
transfer or other disposition.

New
Subordinated Debt shall mean the indebtedness evidenced by the New
Subordinated Notes.

New
Subordinated Notes shall have the meaning assigned to that term in Recital
B of this Agreement.

Non-ERISA
Commitments means:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)      each
 pension, medical, dental, life. accident insurance, disability, group
 insurance, sick leave, profit sharing, deferred compensation, bonus, stock
 option, stock purchase, retirement, savings, severance, stock ownership,
 performance, incentive, hospitalization or other insurance, or other welfare,
 benefit or fringe benefit plan, policy, trust, understanding or arrangement
 of any kind; and                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)     each
 employee collective bargaining agreement and each agreement, understanding or
 arrangement of any kind, with or for the benefit of any present or prior
 officer, director, employee or consultant (including, without limitation,
 each employment. compensation, deterred compensation, severance or consulting
 agreement or arrangement and any agreement or arrangement associated with a
 change in ownership of the Borrower or any member of the Controlled Group);

to which the Borrower or any member of the Controlled Group is a party
or with respect to which the Borrower or any member of the Controlled Group is
or will be required to make any payment other than any Plans.

Note
means the Revolving Loan Note.

Obligations
means all Loans, L/C Obligations, advances, debts, liabilities, obligations,
covenants and duties owing by the Borrower or any of its Subsidiaries to the
Lender, or any Indemnitee, of any kind or nature, present or future, arising
under this Agreement, the L/C Documents, the Subsidiary Guaranty, or any other
Loan Document, whether or not evidenced by any note, guaranty or other
instrument, whether or not for the payment of money, whether arising

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Page 20

by reason of an extension of credit, loan, guaranty, indemnification,
or in any other manner, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired. The term includes, without limitation,
all Hedging Obligations owing under Hedging Agreements to the Lender or any
Affiliate of the Lender, all interest, charges, expenses, fees, attorneys fees
and disbursements, paralegals fees (in each case whether or not allowed), and
any other sum chargeable to the Borrower or any of its Subsidiaries under this
Agreement or any other Loan Document.

Off-Balance
Sheet Liabilities of a person means (a) any repurchase obligations or
liabilities of such Person or any of its Subsidiaries with respect to
Receivables or notes receivable sold by such Person or any of its Subsidiaries,
(b) any liabilities of such Person or any of its Subsidiaries under any
sale and leaseback transactions, (c) any liabilities of such Person or any
of its Subsidiaries under any financing lease or so-called synthetic lease
transaction, or (d) any obligations of such Person or any of its
Subsidiaries arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing, but which, in each of the cases
of the foregoing clauses (a) through (d), does not constitute a liability
on the consolidated balance sheets of such Person and its Subsidiaries,
provided that operating leases and royalty agreements shall not be considered
as an Off Balance Sheet Liability.

Other
Taxes is defined in Section 2.14(E)(ii) hereof.

Participants
is defined in Section 13.2(A) hereof.

Patent
Expenditures shall mean expenditures of a Person relating to its
obtaining, acquiring, maintaining and defending patents.

Patent
Security Agreement shall mean the Patent Security Agreement, dated as of
September 10, 2004 between Energy Absorption Systems, Inc. and the
Administrative Agent.

Payment
Date means the last Business Day of each March, June, September and
December and the Termination Date.

PBGC
means the Pension Benefit Guaranty Corporation. or any successor thereto.

Pennsylvania
Mortgage shall mean the Open End Mortgage, dated as of September 10, 2004,
granted by Nu-Metrics, Inc. to the Administrative Agent on the Pennsylvania
Property and assigned to the Lender by the Administrative Agent.

Pennsylvania
Property shall mean that property as described in and granted as
collateral pursuant to the Pennsylvania Mortgage.

Permitted
Acquisition is defined in Section 7.3(G) hereof.

Permitted
Existing Contingent Obligations means the Contingent Obligations of the
Borrower and its Subsidiaries identified as such on Schedule 1.1.4
to this Agreement.

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National Association 
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Permitted
Existing Indebtedness means the Indebtedness of the Borrower and its
Subsidiaries identified as such on Schedule 1.1.1 to this
Agreement.

Permitted
Existing Investments means the Investments of the Borrower and its
Subsidiaries identified as such on Schedule 1.1.2 to this
Agreement.

Permitted
Existing Liens means the Liens on assets of the Borrower and its
Subsidiaries identified as such on Schedule 1.1.3 to this
Agreement.

Permitted
Refinancing Indebtedness means any replacement, renewal, refinancing or
extension of any Indebtedness permitted by this Agreement that (i) does
not exceed the aggregate principal amount (plus accrued interest and any
applicable premium and associated fees and expenses) of the Indebtedness being
replaced, renewed, refinanced or extended, (ii) does not have a Weighted
Average Life to Maturity at the time of such replacement, renewal, refinancing
or extension that is less than the Weighted Average Life to Maturity of the
Indebtedness being replaced, renewed, refinanced or extended, (iii) does
not rank at the time of such replacement, renewal, refinancing or extension
senior to the Indebtedness being replaced, renewed, refinanced or extended, and
(iv) does not contain terms (including, without limitation, terms relating
to security, amortization, interest rate, premiums, fees, covenants,
subordination, event of default and remedies) materially less favorable to the
Borrower than those applicable to the Indebtedness being replaced, renewed,
refinanced or extended.

Person
means any individual, corporation, firm, enterprise, partnership, trust.
incorporated or unincorporated association, joint venture, joint stock company,
limited liability company or other entity of any kind, or any government or
political subdivision or any agency, department or instrumentality thereof:

Plan
means an employee benefit plan defined in Section 3(3) of ERISA in respect
of which the Borrower or any member of the Controlled Group is, or within the
immediately preceding six (6) years was, an employer as defined in
Section 3(5) of ERISA.

Pledge
Agreement shall mean the Pledge Agreement, dated as of June 30, 2004,
between Borrower and the Administrative Agent.

Prime
Rate means a rate per annum equal to the prime rate of interest announced
from time to time by the Lender or its parent (which is not necessarily the
lowest rate charged to any customer), changing when and as said prime rate
changes.

Rate
Option means the Eurodollar Rate or the Floating Rate, as applicable.

Recovery
Event shall mean the receipt by Borrower or any of its Subsidiaries of any
insurance or condemnation proceeds in excess of $2,000,000 payable (i) by
reason of theft, physical destruction or damage or any other similar event with
respect to any properties or assets of Borrower or any of its Subsidiaries (whether
under any policy of insurance required to be maintained under Section 7.2(E)
or otherwise), and (ii) by reason of any condemnation, taking

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National Association 
April 20, 2005 
Page 22

seizing or similar event with respect to any properties or assets of
Borrower or any of its Subsidiaries.

Register
is defined in Section 13.3(D) hereof.

Regulation T
means Regulation T of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor or other regulation or
official interpretation of said Board of Governors relating to the extension of
credit by and to brokers and dealers of securities for the purpose of
purchasing or carrying margin stock (as defined therein).

Regulation U
means Regulation U of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor or other regulation or
official interpretation of said Board of Governors relating to the extension of
credit by banks, non-banks and non-broker lenders for the purpose of purchasing
or carrying Margin Stock applicable to member banks of the Federal Reserve
System.

Regulation X
means Regulation X of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor or other regulation or
official interpretation of said Board of Governors relating to the extension of
credit by foreign lenders for the purpose of purchasing or carrying margin stock
(as defined therein).

Reimbursement
Obligation is defined in Section 3.6 hereof.

Release
means any release, spill, emission, leaking, pumping, injection, deposit,
disposal, discharge, dispersal, leaching or migration into the indoor or
outdoor environment, including the movement of Contaminants through or in the
air, soil, surface water or groundwater.

Release
Covenants shall mean, with respect to the Lenders release of its Liens
against the Collateral, Borrowers compliance with the following covenants: (a)
Lender shall have received Borrowers audited fiscal year 2006 financial
statements which demonstrate net income of $1 or greater and (b) Senior
Leverage Ratio (defined in Section 7.4(A)) is less than or equal to 2.75:1.0 on
a trailing twelve month basis for a minimum of 2 consecutive fiscal quarters
and (c) Fixed Charge Coverage Ratio (defined in Section 7.4(D)) is greater than
or equal to 1.2:1.0 on a trailing twelve month basis for a minimum of 2
consecutive fiscal quarters and (d) Total Leverage Ratio (defined in Section
7.4(E)) is less than or equal to 4.50:1.0 on a trailing twelve month basis for
a minimum of 2 consecutive fiscal quarters provided the first quarter
applicable for calculation of the Release Covenants shall be no earlier than
the fiscal quarter ending March 31, 2006.

Reportable
Event means a reportable event as defined in Section 4043 of ERISA
and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within
thirty (30) days after such event occurs.

Request
for Letter of Credit is defined in Section 3.4(A) hereof.

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Requirements
of Law means, as to any Person, the charter and by-laws or other
organizational or governing documents of such Person, and any law, rule or
regulation, or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject including,
without limitation, the Securities Act, the Securities Exchange Act of 1934,
Regulations T, U and X, ERISA, the Fair Labor Standards Act, the Worker
Adjustment and Retraining Notification Act, Americans with Disabilities Act of
1990, and any certificate of occupancy, zoning ordinance, building,
environmental or land use requirement or permit or environmental, labor,
employment, occupational safety or health law, rule or regulation, including
Environmental, Health or Safety Requirements of Law.

Reserves
shall mean the maximum reserve requirement, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) with respect to
Eurocurrency liabilities or in respect of any other category of liabilities
which includes deposits by reference to which the interest rate on Eurodollar
Rate Loans is determined or category of extensions of credit or other assets
which includes loans by a non-United States office of any Lender to United
States residents.

Restricted
Payment means (i) any dividend or other distribution, direct or
indirect, on account of any Equity Interests of the Borrower now or hereafter
outstanding, except a dividend payable solely in the Borrowers Capital Stock
(other than Disqualified Stock) or in options, warrants or other rights to
purchase such Capital Stock, (ii) any redemption, retirement, purchase or
other acquisition for value, direct or indirect, of any Equity Interests of the
Borrower or any of its Subsidiaries now or hereafter outstanding, other than in
exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Borrower) of other Equity Interests of the
Borrower (other than Disqualified Stock), (iii) any redemption, purchase,
retirement, defeasance, prepayment or other acquisition for value, direct or
indirect, of any Indebtedness subordinated to the Obligations, and
(iv) any payment of a claim for the rescission of the purchase or sale of,
or for material damages arising from the purchase or sale of, any Indebtedness
(other than the Obligations) or any Equity Interests of the Borrower, or any of
its Subsidiaries, or of a claim for reimbursement, indemnification or
contribution arising out of or related to any such claim for damages or
rescission.

Revolving
Credit Obligations means, at any particular time, the sum of (i) the
outstanding principal amount of the Revolving Loans at such time and (ii) the
amount of the outstanding L/C Obligations.

Revolving
Loan is defined in Section 2.1 hereof.

Revolving
Loan Availability shall mean at any time, the lesser of (a) the
Revolving Loan Commitment less the Revolving Credit Obligations, or,
prior to the Collateral Release Date, (b) the Borrowing Base Amount less
the Revolving Credit Obligations outstanding at such time, less $8,000,000
through June 30, 2006, and, thereafter, less $5,000,000.00.

Revolving
Loan Commitment means the obligation of the Lender to make Revolving Loans
and to issue Letters of Credit in an aggregate amount not exceeding Thirty

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LaSalle Bank
National Association 
April 20, 2005 
Page 24

Million Dollars and 00/100 ($30,000,000) as such amount may be modified
from time to time pursuant to the terms of this Agreement.

Revolving
Loan Note means the Revolving Loan Note in the form of Exhibit G
attached hereto.

Revolving
Loan Termination Date means February 1, 2008.

Risk-Based
Capital Guidelines is defined in Section 4.2 hereof.

S&P
means Standard and Poors Ratings Group, a division of The McGraw-Hill
Companies, together with its successors and assigns.

Securities
Act means the Securities Act of 1933, as amended from time to time.

Security
Agreement shall mean the Security Agreement, dated as of June 30, 2004,
between the Borrower, each Subsidiary Guarantor and the Administrative Agent as
assigned to Lender by the Administrative Agent.

Senior
Leverage Ratio shall have the meaning assigned to such term in Section 7.4
A.

Significant
Domestic Incorporated Subsidiary means any Domestic Incorporated
Subsidiary whose assets or sales represent more than 10% of the Borrowers and
its Subsidiaries Consolidated Assets or consolidated sales, with any
determination of Consolidated Assets and consolidated sales based upon amounts
shown in the Borrowers most recently delivered annual consolidated financial
statements.

Significant
Foreign Subsidiary means a Subsidiary of the Borrower that is not a
Domestic Incorporated Subsidiary and whose assets represent more than 3% of the
Borrowers and its Subsidiaries Consolidated Assets, with such determination
of Consolidated Assets based upon amounts shown in the Borrowers most recently
delivered annual consolidated financial statements.

Single
Employer Plan means a Plan maintained by the Borrower or any member of the
Controlled Group for employees of the Borrower or any member of the Controlled
Group.

Subordinated
Debt shall mean the (i) Subordinated Debt (U.S. Traffic) and (ii) the New
Subordinated Debt.

Subordinated
Debt(U.S. Traffic) means the indebtedness evidenced by Subordinated
Promissory Note, dated May 16, 2003 of Green Light Acquisition Company payable
in the principal amount of $5,000,000 to the order of U.S. Traffic Corporation
and Myers/Nuart Electrical Products, Inc. delivered pursuant to the terms of
the Asset Purchase Agreement, dated as of May 16, 2003.

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National Association 
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Subsidiary
of a Person means (i) any corporation more than fifty percent (50%)
of the outstanding securities having ordinary voting power of which shall at
the time be owned or controlled, directly or indirectly, by such Person or by
one or more of its Subsidiaries or by such Person and one or more of its
Subsidiaries, or (ii) any partnership, limited liability company,
association, joint venture or similar business organization more than fifty
percent (50%) of the ownership interests having ordinary voting power of
which shall at the time be so owned or controlled. Unless otherwise expressly
provided, all references herein to a Subsidiary means a Subsidiary of the
Borrower.

Subsidiary
Guarantors means (i) all of the Borrowers Significant Domestic
Incorporated Subsidiaries as of the Closing Date; (ii) all new Significant
Domestic Incorporated Subsidiaries or other Subsidiaries designated by Borrower
which become Subsidiary Guarantors in accordance with Section 7.2(K),
together with their respective successors and assigns; and (iii) Spin-Cast
Plastics, Inc.

Subsidiary
Guaranty means that certain Guaranty, dated as of May 16, 2003, in form
and substance substantially similar to Exhibit Z hereto, executed
by the Subsidiary Guarantors in favor of the Lender, for the benefit of Lender
as reaffirmed and amended under Section 7.1(L) of this Agreement and by that
Reaffirmation and Amendment of Subsidiary Guaranty, dated as of the date
hereof, (as it may be amended, modified, supplemented and/or restated (including
to add new Subsidiary Guarantors), and as in effect from time to time),
unconditionally guaranteeing all of the indebtedness, obligations and
liabilities of the Borrower arising under or in connection with the Loan
Documents.

Subsidiary
Stock Pledge Agreements shall mean collectively the Subsidiary Stock
Pledge Agreement (Quixote); the Subsidiary Stock Pledge Agreement (Quixote
Transportation Safety, Inc.), the Subsidiary Stock Pledge Agreement (Transafe
Corporation); and the Subsidiary Stock Pledge Agreement (Energy Absorption
Systems, Inc.)

Subsidiary
Stock Pledge Agreement (Quixote) shall mean the Subsidiary Stock Pledge
Agreement, dated as of September 10, 2004 between Borrower and the
Administrative Agent, as assigned to the Lender by Administrative Agent.

Subsidiary
Stock Pledge Agreement (Quixote Transportation Safety, Inc.) shall mean
the Subsidiary Stock Pledge Agreement, dated as of September 10, 2004 between
Quixote Transportation Safety, Inc. and the Administrative Agent, as assigned
to the Lender by Administrative Agent.

Subsidiary
Stock Pledge Agreement (Transafe Corporation) shall mean the Subsidiary
Stock Pledge Agreement, dated as of September 10, 2004 between Transafe
Corporation and the Administrative Agent, as assigned to the Lender by
Administrative Agent.

Subsidiary
Stock Pledge Agreement (Energy Absorption Systems, Inc.) shall mean the
Subsidiary Stock Pledge Agreement, dated as of September 10, 2004 between
Energy Absorption Systems, Inc. and the Administrative Agent, as assigned to
the Lender by Administrative Agent.

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National Association 
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Taxes
is defined in Section 2.14(E)(i) hereof.

Termination
Date means the earlier of (a) the Revolving Loan Termination Date,
(b) the date of termination in whole of the Revolving Loan Commitment
pursuant to Section 2.4 hereof or pursuant to Section 9.1
hereof.

Termination
Event means (i) a Reportable Event with respect to any Benefit Plan;
(ii) the withdrawal of the Borrower or any member of the Controlled Group
from a Benefit Plan during a plan year in which the Borrower or such Controlled
Group member was a substantial employer as defined in Section 4001(a)(2)
of ERISA with respect to such Plan; (iii) the imposition of an obligation
under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC of
proceedings to terminate or appoint a trustee to administer a Benefit Plan;
(v) any event or condition which would constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer,
any Benefit Plan; or (vi) the partial or complete withdrawal of the
Borrower or any member of the Controlled Group from a Multiemployer Plan.

Total
Leverage Ratio is defined in Section 7.4(E) hereof.

Trademark
Security Agreement shall mean the Trademark Security Agreement, dated as
of September 10, 2004 between Energy Absorption Systems, Inc. and the
Administrative Agent, as assigned to the Lender by Administrative Agent.

Type
means, with respect to any Loan, its nature as a Floating Rate Loan or a Fixed-
Rate Loan.

Unfunded
Liabilities means (i) in the case of Single Employer Plans, the
amount (if any) by which the present value of all vested nonforfeitable
benefits under all Single Employer Plans exceeds the fair market value of all
such Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plans, and (ii) in the case of
Multiemployer Plans, the withdrawal liability that would be incurred by the
Controlled Group if all members of the Controlled Group completely withdrew
from all Multiemployer Plans.

Unmatured
Default means an event which, but for the lapse of time or the giving of
notice, or both. would constitute a Default.

UCC
shall mean the Uniform Commercial Code in effect in the State of Illinois from
time to time.

U.S.
Traffic  means Borrowers indirect wholly-owned Subsidiary, U.S. Traffic
Corporation.

Weighted
Average Life to Maturity means when applied to any Indebtedness at any
date, the number of years obtained by dividing (i) the sum of the products
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or

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other required payments of principal, including payment at final maturity,
in respect thereof, by (b) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment,
by (ii) the then outstanding principal amount of such Indebtedness.

The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms. Any accounting terms used in this Agreement
which are not specifically defined herein shall have the meanings customarily
given them in accordance with generally accepted accounting principles as in
effect from time to time.

1.2     References.
Any references to Subsidiaries of the Borrower set forth herein with respect to
representations and warranties which deal with historical matters shall be
deemed to include the Borrower and its Subsidiaries and shall not in any way be
construed as consent by the Lender or any Lender to the establishment,
maintenance or acquisition of any Subsidiary, except as may otherwise be
permitted hereunder.

1.3     Other
Terms Defined in UCC. All other capitalized words and phrases used herein
and not otherwise specifically defined shall have the respective meanings
assigned to such terms in the UCC, as amended from time to time, to the extent
the same are used or defined herein.

ARTICLE II:
REVOLVING LOAN AND TERM LOAN FACILITIES

2.1     Revolving
Loans.

(A)     Upon
the satisfaction of the conditions precedent set forth in Sections 5.1
and 5.2, from and including the Closing Date and prior to the
Termination Date, Lender agrees, on the terms and conditions set forth in this
Agreement, to make revolving loans to the Borrower from time to time, in
Dollars either as Floating Rate Loans or Fixed-Rate Loans in a Dollar Amount as
the Borrower may from time to time request, (each individually, a Revolving
Loan and, collectively, the Revolving Loans); provided, however,
(i) at no time shall the Dollar Amount of the Revolving Credit Obligations
exceed the Revolving Loan Availability, or (ii) shall the proceeds of any
Revolving Loan made by Lender be used to make any payment (other than for
accrued interest) redemption, repurchase, retirement, defeasance or other
acquisition for value of any Borrower Subordinated Debt. The Revolving Loans
shall be used by the Borrower for the purpose of refinancing existing debt and
for working capital and general corporate purposes. Subject to the terms of
this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at
any time prior to the Termination Date. The Revolving Loans made on the Closing
Date or on or before the third (3rd) Business Day thereafter shall
initially be Floating Rate Loans and thereafter may be continued as Floating
Rate Loans or converted into Eurodollar Rate Loans in the manner provided in Section 2.8
and subject to the other conditions and existing limitations therein set forth
and set forth in this Article II and set forth in the definition of
Interest Period. Revolving Loans made after the third (3rd) Business Day
after the Closing Date shall be, at the option of the Borrower, selected in
accordance with Section 2.8, either Floating Rate Loans or
Eurodollar Rate Loans. On the Revolving Loan Termination Date, the Borrower
shall repay in full the outstanding principal balance of the Revolving Loans.

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(B)     Borrowing/Election
Notice. In accordance with Section 2.12, the Borrower may telephonically
request Advances hereunder. If a telephonic request is not made with respect to
any Advance in accordance with Section 2.12, then the Borrower
shall deliver to the Lender a Borrowing/Election Notice, signed by it, in
accordance with the terms of Section 2.6, in order to request such
Advance.

(C)     Making
of Revolving Loans. Promptly after receipt of the Borrowing/Election Notice
under Section 2.6 or a telephonic request in accordance with Section 2.12
in respect of Revolving Loans the Lender will promptly make the funds available
to the Borrower at the Lenders office in Chicago, Illinois or the Lenders
Eurodollar Payment Office on the applicable Borrowing Date and shall disburse
such proceeds in accordance with the Borrowers disbursement instructions set
forth in such Borrowing/Election Notice.

2.2     Rate
Options for all Advances; Maximum Interest Periods. The Revolving Loans may
be Floating Rate Advances or Eurodollar Rate Advances, or a combination
thereof, selected by the Borrower in accordance with Section 2.9.
The Borrower may select, in accordance with Section 2.9, Rate
Options and Interest Periods applicable to portions of the Loans; provided that
there shall be no more than five (5) Interest Periods in effect with
respect to all of the Loans at any time.

2.3     Optional
Payments; Mandatory Prepayments/Repayments.

(A)     Optional
Payments. The Borrower may from time to time and at any time upon at least one (1
) Business Days prior written notice repay or prepay, without penalty or
premium all or any part of outstanding Floating Rate Advances in an aggregate
minimum amount of $250,000 and in integral multiples of $100,000 in excess
thereof. Eurodollar Rate Advances may be voluntarily repaid or prepaid prior to
the last day of the applicable Interest Period, subject to the indemnification
provisions contained in Section 4.4 in an aggregate minimum amount
of $250,000 and in integral multiples of $100,000 in excess thereof, provided,
that the Borrower may not so prepay Eurodollar Rate Advances unless it shall
have provided at least three (3) Business Days prior written notice to
the Lender of such prepayment.

(B)     Mandatory
Prepayments of Revolving Loans.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     If
 at any time and for any reason the Revolving Credit Obligations are greater
 than the Revolving Loan Availability the Borrower shall immediately make a
 mandatory prepayment of the respective Obligations in an amount equal to such
 excess.                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (ii)     In
 addition to any other mandatory repayments pursuant to this Section 2.3, on
 each date after the date of this Agreement on which borrower or any
 Subsidiary receives proceeds from the following transactions, Borrower shall
 make the following mandatory prepayments, except as otherwise provided below
 to repay the outstanding principal amount of Revolving Loans (with no
 required reduction to the Total Revolving Loan Commitment).

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (w)     an
 amount equal to 80% of the Net Sale Proceeds of any Asset Sale shall be
 applied to repayment of the outstanding principal amount of the Revolving
 Loans subject to an allowance for like-kind exchanges in an aggregate amount
 not to exceed $1,000,000 in any fiscal year;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (x)     an
 amount equal to 100% of Net Recovery Event Proceeds received from any
 Recovery Event, provided that so long as no Event of Default then exists,
 such Net Recovery Event Proceeds shall not be required to be so applied on
 such date to the extent that Borrower has delivered a certificate to the
 Lender on or prior to such date stating that such proceeds shall be used (or
 contractually committed to be used) within 180 days following the date of
 receipt of such Net Recovery Event Proceeds from such Recovery Event to
 replace or restore any properties or assets in respect of which such Net
 Recovery Event Proceeds were paid (which certificate shall set forth the
 estimates of the proceeds to be so expended), and provided further, that if
 all or any portion of such Net Recovery Event Proceeds are not so used (or
 contractually committed to be used) within such 180-day period, such remaining
 portion shall be applied as a mandatory repayment as provided above (without
 giving effect to the immediately preceding proviso);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (y)     an
 amount equal to 60% of the net proceeds received from any issuance of capital
 stock or any equity interests by Borrower; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (z)     an
 amount equal to 100% of the net proceeds received from the incurrence of
 Indebtedness (other than Indebtedness permitted to be incurred pursuant to
 Section 7.3(A) of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

2.4     Reduction
of Commitments. The Borrower may permanently reduce the Revolving Loan
Commitment in whole, or in part an aggregate minimum amount of $5,000,000 with
respect thereto and integral multiples of $1,000,000 in excess of that amount
with respect thereto (unless the Revolving Loan Commitment is reduced in
whole), upon at least three (3) Business Days prior written notice to the
Lender, which notice shall specify the amount of any such reduction; provided,
however, that the amount of the Revolving Loan Commitment may not be
reduced below the aggregate principal Dollar Amount of the outstanding
Revolving Credit Obligations. All accrued facility fees shall be payable on the
effective date of any termination of the obligations of the Lender to make
Loans hereunder.

2.5     Method
of Borrowing. Not later than 3:00 p.m. (Chicago time) on each Borrowing
Date, Lender shall make available its Revolving Loan in immediately available
funds in Dollars to the Borrower at the Lenders address or its Eurodollar
Payment Office.

2.6     Method of Selecting Types and
Interest Periods for Advances. The Borrower shall select the Type of
Advance and, in the case of each Eurodollar Rate Advance, the Interest Period
applicable to each Advance from time to time. The Borrower shall give the
Lender irrevocable notice in substantially the form of Exhibit A
hereto (a Borrowing Election Notice) not later than 12:00 noon
(Chicago time) (a) on the Borrowing Date of each Floating Rate Advance,
and (b) three (3) Business Days before the Borrowing Date for each
Eurodollar

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Rate Advance specifying: (i) the Borrowing Date (which shall be a
Business Day) of such Advance; (ii) the aggregate amount of such Advance;
(iii) the Type of Advance selected; and (iv) in the case of each
Eurodollar Rate Advance, the Interest Period applicable thereto. Each Floating
Rate Advance and all Obligations other than Loans shall bear interest from and
including the date of the making of such Advance, in the case of Loans, and the
date such Obligation is due and owing in the case of such other Obligations, to
(but not including) the date of repayment thereof at the Floating Rate changing
when and as such Floating Rate changes. Changes in the rate of interest on that
portion of any Advance maintained as a Floating Rate Loan will take effect
simultaneously with each change in the Alternate Base Rate. Each Eurodollar
Rate Advance shall bear interest from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined as applicable to such
Eurodollar Rate Advance.

2.7     Minimum
Amount of Each Advance. Each Advance (other than an Advance to repay a
Reimbursement Obligation) shall be in the minimum amount of $250,000 and in
multiples of $100,000 if in excess thereof; provided, however,
that any Floating Rate Advance may be in the amount of the unused Revolving
Loan Availability.

2.8     Method
of Selecting Types, and Interest Periods for Conversion and Continuation of
Advances.

(A)     Right
to Convert. The Borrower may elect from time to time. subject to the
provisions of Section 2.3 and this Section 2.9, to
convert all or any part of a Loan of any Type into any other Type or Types of
Loan; provided that any conversion of any Eurodollar Rate Advance shall be made
on, and only on, the last day of the Interest Period applicable thereto.

(B)     Automatic
Conversion and Continuation. Floating Rate Loans shall continue as Floating
Rate Loans unless and until such Floating Rate Loans are converted into
Eurodollar Rate Loans. Eurodollar Rate Loans shall continue as Eurodollar Rate
Loans until the end of the then applicable Interest Period therefor, at which
time such Eurodollar Rate Loans shall be automatically converted into Floating
Rate Loans unless the Borrower shall have given the Lender notice in accordance
with Section 2.9(D) requesting that, at the end of such Interest
Period, such Eurodollar Rate Loans continue as a Eurodollar Rate Loan.

(C)     No
Conversion Post-Default; Limited Conversion Post-Unmatured Default.
Notwithstanding anything to the contrary contained in Section 2.9(A)
or Section 2.9(B), (x) no Loan may be converted into or
continued as a Eurodollar Rate Loan (except with the consent of the Lender)
when any Default has occurred and is continuing and (y) no Loan may be
converted into or continued as a Eurodollar Rate Loan with an Interest Period
greater than one month (except with the consent of the Lender) when any
Unmatured Default has occurred and is continuing.

(D)     Borrowing/Election
Notice. The Borrower shall give the Lender an irrevocable
Borrowing/Election Notice of each conversion of a Floating Rate Loan into a
Eurodollar Rate Loan or continuation of a Eurodollar Rate Loan not later than
12:00 noon (Chicago time) three (3) Business Days prior to the date
of the requested conversion or

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continuation, with respect to any Loan to be converted or continued as
a Eurodollar Rate Loan specifying: (i) the requested date (which shall be
a Business Day) of such conversion or continuation; (ii) the amount and
Type of the Loan to be converted or continued; and (iii) the amount of
Eurodollar Rate Loan(s) into which such Loan is to be converted or continued,
and the duration of the Interest Period applicable thereto.

2.9     Default
Rate. After the occurrence and during the continuance of a Default, at the
option of the Lender, the interest rate(s) applicable to the Obligations shall
be equal to the Floating Rate hereunder plus two percent (2.0%) per
annum, and the Letter of Credit fee described in Section 3.8(A)
shall be equal to the then Applicable LC Fee Percentage plus two
percent (2.0%) per annum.

2.10     Method
of Payment. (a) All payments of principal, interest, fees, commissions and
L/C Obligations hereunder shall be made, without setoff, deduction or
counterclaim (unless indicated otherwise in Section 2.14(E)), in
immediately available funds to the Lender (i) at the Lenders address
specified pursuant to Article XIV with respect to Advances or other
Obligations at any other Lending Installation of the Lender specified in
writing by the Lender to the Borrower, by 12:00 p.m. (Chicago time) on the date
when due. Each Advance shall be repaid or prepaid in the Dollar Amount borrowed
and interest payable thereon shall also be paid in such currency. Any payment
owing by the Borrower to Lender shall be deemed to have been paid to Lender by
the Borrower upon the Lenders receipt of such payment from the Borrower. The
Borrower authorizes the Lender to charge the account of the Borrower maintained
with Lender for each payment of principal, interest, fees, commissions and L/C
Obligations as it becomes due hereunder.

2.11     Evidence
of Debt.

(A)     Notes.
All Loans by Lender shall be evidenced by a single promissory note of the
Borrower. On the Closing Date, the Borrower shall deliver to the Lender a
Revolving Note, dated such date (together with all other promissory notes
accepted in substitution, renewal, or replacement therefor (including pursuant
to Section 2.13), a Note ), in the form of Exhibit G hereto,
with appropriate insertions and payable on its face to the order of such Lender
on the Revolving Loan Termination Date in the principal sum of the Revolving
Loan Commitment, subject, however, to the limitation that the principal amount
payable thereunder shall not at any time exceed the then unpaid principal
amount of all Loans made by such Lender. The Borrower hereby irrevocably
authorizes Lender to make or cause to be made, at or about the time of each
Revolving Loan made by it, an appropriate notation on the grid attached to the
Revolving Note payable to the order of Lender, reflecting the unpaid principal
amount of all Loans made by Lender. Lender agrees to make or cause to be made,
at or about the time of receipt of any payment of any principal of a Note
payable to its order, an appropriate notation on the grid attached to such
Revolving Note reflecting such payment. The aggregate unpaid amount of Loans
set forth on the grid attached to the Note shall be conclusive evidence (absent
manifest error) of the principal amount owing and unpaid on such Note. The
failure so to record any such Loan or payment, or any error in so recording any
such Loan or repayment, shall not, however, limit or otherwise affect the
obligations of the Borrower hereunder or under the Note to repay the principal
amount of the Loans together with all interest accruing thereon.

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(B)     Register.
The Register maintained by the Lender pursuant to Section 13.3(D)
shall include a control account in which account shall be recorded (i) the
date and the amount of each Loan made hereunder, the Type thereof and the
Interest Period, if any, applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to Lender hereunder, (iii) the amount of any sum received by the
Lender hereunder and (iv) all other appropriate debits and credits as
provided in this Agreement, including, without limitation, all fees, charges,
expenses and interest.

(C)     Entries
in Register. The entries made in the Register maintained pursuant to
subsections (B) of this Section shall be conclusive and binding for all
purposes, absent manifest error, gross negligence or willful misconduct, unless
the Borrower objects to information contained in the Loan Accounts or the
Register within forty-five (45) days of the Borrowers receipt of such
information; provided that the failure of Lender to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

2.12     Telephonic
Notices. The Borrower authorizes the Lender to extend Advances, effect
selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Lender in good faith believes to be
acting on behalf of the Borrower. The Borrower agrees to deliver promptly to
the Lender a written confirmation, signed by an Authorized Officer (or such
other officer designated in writing to the Lender by an Authorized Officer so
long as such other officer is also permitted to make such delivery under the
Borrowers organizational documents), if such confirmation is requested by the
Lender of each telephonic notice. If the written confirmation differs in any
material respect from the action taken by the Lender, the records of the Lender
shall govern absent manifest error, gross negligence or willful misconduct. In
case of disagreement concerning such notices, if the Lender has recorded
telephonic borrowing notices, such recordings will be made available to the
Borrower upon the Borrowers request therefor.

2.13     Promise
to Pay; Interest and Facility Fees; Interest Payment Dates; Interest and Fee
Basis; Taxes.

(A)     Promise
to Pay. The Borrower unconditionally promises to pay when due the principal
amount of each Loan incurred by it and all other Obligations incurred by it,
and to pay all unpaid interest accrued thereon, in accordance with the terms of
this Agreement and the other Loan Documents.

(B)     Interest
Payment Dates. Interest accrued on each Floating Rate Loan shall be payable
on each Payment Date, commencing with the first such date to occur after the
date hereof, upon any prepayment whether by acceleration or otherwise, and at
the Revolving Loan Termination Date (whether by acceleration or otherwise).
Interest accrued on each Fixed-Rate Loan shall be payable on the last day of
its applicable Interest Period, on any date on which such Fixed-Rate Loan is
prepaid, whether by acceleration or otherwise, and at maturity. Interest
accrued on each Fixed-Rate Loan having an Interest Period longer than three
months shall also be payable on the last day of each three-month interval during
such Interest Period. Interest accrued on the principal balance of all other
Obligations shall be payable in arrears (i) on each

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Payment Date, commencing on the first such Payment Date following the
incurrence of such Obligations, (ii) upon repayment thereof in full or in
part, and (iii) if not theretofore paid in full, at the time such other
Obligations become due and payable (whether by acceleration or otherwise).

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (C)     Fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
| | (i)     The
 Borrower shall pay to the Lender from and after the date of this Agreement
 until the date on which the Revolving Loan Commitment shall be terminated in
 whole, a commitment fee accruing at the rate of the then Applicable
 Commitment Fee Percentage, on the amount of the unused Revolving Loan
 Commitment in effect on the date of such payment. All such commitment fees
 payable under this clause (C)(i) shall be payable quarterly in arrears
 on each Payment Date occurring after the date of this Agreement, and, in
 addition, on the date on which the Revolving Loan Commitment shall be
 terminated in whole.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
| | (ii)     The
 Borrower agrees to pay, on the Closing Date, to the Lender an upfront closing
 fee pursuant to the terms of the Lenders Commitment Letter, dated March 16,
 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                            

(D)    Interest
and Fee Basis; Applicable Eurodollar Margin; Applicable ABR Margin; Applicable
L/C Fee Percentage and Applicable Commitment Fee Percentage.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     Interest
 on all Eurodollar Rate Loans and on all fees shall be calculated for actual
 days elapsed on the basis of a 360-day year. Interest on all Floating Rate
 Loans shall be calculated for actual days elapsed on the basis of a 365-day
 year, or when appropriate 366-day year. Interest shall be payable for the day
 an Obligation is incurred but not for the day of any payment on the amount
 paid if payment is received prior to 2:00 p.m. (local time) at the place
 of payment. If any payment of principal of or interest on a Loan or any
 payment of any other Obligations shall become due on a day which is not a Business
 Day, such payment shall be made on the next succeeding Business Day and, in
 the case of a principal payment, such extension of time shall be included in
 computing interest, fees and commissions in connection with such payment.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ii)     The
 Applicable Eurodollar Margin, Applicable ABR Margin, Applicable Commitment
 Fee Percentage and Applicable L/C Fee Percentage shall be determined on the
 basis of the then applicable Senior Leverage Ratio as described in this Section 2.13(D)(ii),
 from time to time by reference to the following table:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| |                                          |  |  |                                                                              |   |  |                                                                                                               |      |   |                                                                                                                |  |      |                                                                                                           |  |  |                                                                      |   |  |  |      |   | 
| | ---------------------------------------- |  |  | ---------------------------------------------------------------------------- | - |  | ------------------------------------------------------------------------------------------------------------- | ---- | - | -------------------------------------------------------------------------------------------------------------- |  | ---- | --------------------------------------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------- | - |  |  | ---- | - | 
| |                                          |  |  |                                                                              |   |  |                                                                                                               |      |   |                                                                                                                |  |      |                                                                                                           |  |  |                                                                      |   |  |  |      |   | 
| | Applicable
 Margin                       |  |  | Level I 
 Status
 Senior 
 Leverage 
 Ratio is 
 less than or 
 equal to 1.5 |   |  | Level II 
 Status
 Senior 
 Leverage 
 Ratio is 
 greater than 
 1.5 to 1.0 and 
 less than or 
 equal to 2.0 |      |   | Level III 
 Status
 Senior 
 Leverage 
 Ratio
 is greater than 
 2.0 to 1.0 and 
 less than or 
 equal to 2.50 |  |      | Level IV 
 Status 
 Senior 
 Leverage 
 Ratio is 
 greater than 
 2.50 and less 
 than or equal 
 to 3.00 |  |  | Level V 
 Status
 Senior 
 Leverage 
 Ratio is 
 greater than 
 3.00 |  
| | Eurodollar Margin and L/C Fee Percentage |  |  | 1.50                                                                         | % |  |                                                                                                               | 1.75 | % |                                                                                                                |  | 2.00 | %                                                                                                         |  |  | 2.25                                                                 | % |  |  | 2.50 | % | 
| | ABR Margin                               |  |  | 0                                                                            | % |  |                                                                                                               | 0    | % |                                                                                                                |  | 0    | %                                                                                                         |  |  | 0                                                                    | % |  |  | 0    | % | 
| | Commitment Fee Percentage                |  |  | 0.25                                                                         | % |  |                                                                                                               | 0.25 | % |                                                                                                                |  | 0.25 | %                                                                                                         |  |  | .375                                                                 | % |  |  | .375 | % | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For purposes of this Section 2.13(D)(ii), the Senior
 Leverage Ratio shall be calculated as provided in Section 7.4(A).
 Upon receipt of the financial statements delivered pursuant to Sections 7.1(A)(i)
 and (ii), as applicable, the Applicable Eurodollar Margin, the
 Applicable ABR Margin, the Applicable Commitment Fee Percentage and
 Applicable L/C Fee Percentage shall be adjusted, such adjustment being
 effective five (5) Business Days following the day such financial
 statements and compliance certificates are delivered pursuant to Section 7.1(A);
 provided, that if the Borrower shall not have timely delivered its
 financial statements and compliance certificates in accordance with the
 applicable provisions of Section 7.1(A), and such failure
 continues for five (5) days after notice from the Lender to the
 Borrower, then, at the discretion of the Lender, commencing on the date upon
 which such financial statements and compliance certificates should have been
 delivered and continuing until five (5) days after such financial
 statements and compliance certificates are actually delivered, it shall be
 assumed for purposes of determining the Applicable Eurodollar Margin, the
 Applicable ABR Margin, Applicable L/C Fee Percentage and Applicable
 Commitment Fee Percentage that the Senior Leverage Ratio was greater than 3.0
 to 1.0 and Level V pricing shall be applicable.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii)   Notwithstanding
 anything herein to the contrary, from the Closing Date through the
 fifth (5th) Business Day following the day financial statements are
 delivered pursuant to Section 7.1(A) for the fiscal year ending
 June 30, 2006, the Applicable Eurodollar Margin, the Applicable ABR Margin,
 the Applicable L/C Percentage and the Applicable Commitment Fee Percentage
 shall be determined based upon a Senior Leverage Ratio equal to Level IV
 status.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (E)     Taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i)     Any
 and all payments by the Borrower hereunder (whether in respect of principal,
 interest, fees or otherwise) shall be made free and clear of and without
 deduction for any and all present or future taxes, levies, imposts,
 deductions, charges or withholdings or any interest, penalties or liabilities
 with respect thereto imposed by any Governmental Authority including those
 arising after the date hereof as a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | result of the adoption of or any change in any law, treaty, rule,
 regulation, guideline or determination of a Governmental Authority or any
 change in the interpretation or application thereof by a Governmental
 Authority but excluding, in the case of each Lender and the Lender, such
 taxes (including income taxes, franchise taxes and branch profit taxes) as
 are imposed on or measured by Lenders net income or similar taxes imposed by
 the United States of America or any Governmental Authority of the
 jurisdiction under the laws of which Lender is organized or maintains a
 Lending Installation (all such non-excluded taxes, levies, imposts,
 deductions, charges, withholdings, and liabilities which the Lender or a
 Lender determines to be applicable to this Agreement, the other Loan
 Documents, the Revolving Loan Commitments, the Loans or the Letters of Credit
 being hereinafter referred to as Taxes). If the Borrower or the
 Lender shall be required by law to deduct or withhold any Taxes from or in
 respect of any sum payable hereunder or under the other Loan Documents to
 Lender (i) the sum payable shall be increased as may be necessary so
 that after making all required deductions or withholdings (including
 deductions or withholdings applicable to additional sums payable under this Section 2.14(E))
 Lender receives an amount equal to the sum it would have received had no such
 deductions or withholdings been made, (ii) the Borrower shall make such
 deductions or withholdings, and (iii) the Borrower shall pay the full
 amount deducted or withheld to the relevant taxation authority or other
 authority in accordance with applicable law. If any Tax, including, without
 limitation, any withholding tax, of the United States of America or any other
 Governmental Authority shall be or become applicable (y) after the date
 of this Agreement, to such payments by the Borrower made to the Lending Installation
 or any other office that Lender may claim as its Lending Installation, or
 (z) after Lenders selection and designation of any other Lending
 Installation, such payments made to such other Lending Installation, Lender
 shall use reasonable efforts to make, fund and maintain its Loans through
 another Lending Installation of Lender in another jurisdiction so as to
 reduce the Borrowers liability hereunder, if the making, tending or
 maintenance of such Loans through such other Lending Installation of Lender
 does not, in the reasonable judgment of such Lender, otherwise adversely and
 materially affect such Loans, or obligations under the Revolving Loan
 Commitments of such Lender.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)     In
 addition, the Borrower agrees to pay any present or future stamp or
 documentary taxes or any other excise or property taxes, charges, or similar
 levies which arise from any payment made hereunder, from the issuance of
 Letters of Credit hereunder, or from the execution, delivery or registration of,
 or otherwise with respect to, this Agreement, the other Loan Documents, the
 Revolving Loan Commitments, the Loans or the Letters of Credit (hereinafter
 referred to as Other Taxes).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii)    The
 Borrower indemnifies Lender for the full amount of Taxes and Other Taxes
 (including, without limitation, any Taxes or Other Taxes imposed by any
 Governmental Authority on amounts payable under this Section 2.14(E))
 paid by Lender or the Lender and any liability (including penalties, interest,
 and expenses) arising therefrom or with respect thereto, whether or not such
 Taxes or Other Taxes were correctly or legally asserted. This indemnification
 shall be made within thirty (30) days                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | after the date Lender makes written demand therefor. A certificate as
 to any additional amount payable to Lender under this Section 2.14(E)
 submitted to the Borrower by Lender shall show in reasonable detail the
 amount payable and the calculations used to determine such amount and shall,
 absent manifest error, be final, conclusive and binding upon all parties
 hereto. With respect to such deduction or withholding for or on account of
 any Taxes and to confirm that all such Taxes have been paid to the
 appropriate Governmental Authorities, the Borrower shall promptly (and in any
 event not later than thirty (30) days after receipt) furnish to Lender
 certificates, receipts and other documents as may be required (in the
 judgment of Lender to establish any tax credit to which Lender may be
 entitled. In the event Lender receives any such tax credit, Lender shall pay
 to the Borrower such amount (if any) not exceeding the increased amount paid
 by the Borrower to, or on behalf of, Lender that is allocable to such
 increased amount. Lender requesting compensation under this Section 2.14(E)
 shall use its reasonable efforts to notify the Borrower in writing of the
 event giving rise to such demand for compensation not more than
 ninety (90) days following the date upon which the responsible account
 officer for the Lender knows of such event. Such written demand shall be
 rebuttably presumed correct for all purposes. If Lender demands compensation
 under this Section 2.14(E) more than ninety (90) days
 following the date upon which a responsible account officer for Lender knows
 that Taxes or Other Taxes have begun to accrue with respect to which Lender
 is entitled to compensation under this Section 2.14(E), then any
 Taxes or Other Taxes attributable to the period prior to the ninety (90)
 day period immediately preceding the date on which Lender provided such
 notice and demand for compensation shall be excluded from the indemnity
 obligations of the Borrower under this Section 2.14(E).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iv)     Within
 thirty (30) days after the date of any payment of Taxes or Other Taxes
 by the Borrower, the Borrower shall furnish to the Lender the original or a
 certified copy of a receipt evidencing payment thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (v)      Without
 prejudice to the survival of any other agreement of the Borrower hereunder,
 the agreements and obligations of the Borrower contained in this Section 2.14(E)
 shall survive the payment in full of all Obligations hereunder, the
 termination of the Letters of Credit and the termination of this Agreement
 for a period of one year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (vi)     Upon
 the request, and at the expense of the Borrower, the Lender to which the
 Borrower is required to pay any additional amount pursuant to this Section 2.14(E),
 shall reasonably afford the Borrower the opportunity to contest, and shall
 reasonably cooperate with the Borrower in contesting, the imposition of any
 Tax giving rise to such payment; provided, that (i) Lender shall
 not be required to afford the Borrower the opportunity to so contest unless
 the Borrower shall have confirmed in writing to Lender its obligation to pay
 such amounts pursuant to this Agreement; and (ii) the Borrower shall
 reimburse Lender for its attorneys and accountants fees and disbursements
 incurred in so cooperating with the Borrower in contesting the imposition of
 such Tax; provided, however, that notwithstanding the
 foregoing, Lender shall not be                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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| |                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | required to afford the Borrower the opportunity to contest, or
 cooperate with the Borrower in contesting, the imposition of any Taxes, if
 Lender in good faith determines that to do so would have an adverse effect on
 it.

2.14     Lending Installations.
Lender may book its Loans or Letters of Credit at any Lending Installation
selected by Lender and may change its Lending Installation from time to time
upon reasonable written notice thereof to the Borrower. All terms of this
Agreement shall apply to any such Lending Installation. Lender may, by written
or facsimile notice to the Borrower, designate a Lending Installation through
which Loans will be made by it and for whose account Loan payments and/or
payments of L/C Obligations are to be made.

2.15     Termination Date.
This Agreement shall be effective until the Termination Date. Notwithstanding
the termination of this Agreement, until (A) all of the Obligations (other
than contingent indemnity obligations) shall have been fully paid and satisfied
in cash, (B) all financing arrangements among the Borrower and the Lender
pursuant to this Agreement shall have been terminated and (C) all of the
Letters of Credit shall have expired, been canceled, terminated or cash
collateralized in accordance with Section 3.11, all of the rights
and remedies under this Agreement and the other Loan Documents shall survive.

2.16     Judgment Currency.
If, for the purposes of obtaining judgment in any court, it is necessary to
convert a sum due from the Borrower hereunder in the currency expressed to be
payable herein (the specified currency) into another currency, the
parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Lender could purchase the specified currency with such
other currency at the Lenders main office in Chicago, Illinois on the Business
Day preceding that on which the final, non-appealable judgment is given. The
obligations of the Borrower in respect of any sum due to any Lender hereunder
shall, notwithstanding any judgment in a currency other than the specified
currency, be discharged only to the extent that on the Business Day following
receipt by such Lender of any sum adjudged to be so due in such other currency
such Lender may in accordance with normal, reasonable banking procedures
purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due to Lender
in the specified currency, the Borrower agrees, to the fullest extent that it
may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify Lender against such loss, and if the amount of the
specified currency so purchased exceeds the sum originally due to Lender in the
specified currency, Lender agrees to remit such excess to the Borrower.

2.17     Security of Obligations.
As security for the payment of the Obligations, and each Guarantors Obligation
under its Subsidiary Guaranty, the Borrower and each Guarantor, pursuant to the
terms of the Security Agreement, Collateral Assignment, Alabama Leasehold
Mortgage, the Subsidiary Stock Pledge Agreements, Trademark Security Agreement,
Patent Security Agreement, Indiana Mortgage, Pennsylvania Mortgage and
California Deed of Trust, as applicable, do hereby reaffirm its pledge,
assignment, transfer and delivery to the Lender and grant to the Lender a
continuing and unconditional security interest in and to the Collateral as
defined herein. The Lender and the Borrower agree that the Lender shall release
its security interest and liens in the Collateral upon Borrowers delivery and
Lenders

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LaSalle Bank
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acceptance, of Borrowers notice of its satisfaction of and compliance
with the Release Covenants, in the form required by Section 7.1(J).

ARTICLE III: THE LETTER OF CREDIT FACILITY

3.1     Obligation to Issue
Letters of Credit. Subject to the terms and conditions of this Agreement
and in reliance upon the representations, warranties and covenants of the
Borrower herein set forth, Lender hereby agrees to issue for the account of the
Borrower through such Lenders branches as it and the Borrower may jointly
agree, one or more Letters of Credit denominated in Dollars in accordance with
this Article III, from time to time during the period, commencing
on the Closing Date and ending on the Business Day prior to the Termination
Date.

3.2     Transitional Letters of
Credit. Schedule 3.2 contains a schedule of certain letters of
credit issued for the account of the Borrower prior to the Closing Date.
Subject to the satisfaction of the conditions contained in Sections 5.1
and 5.2, from and after the Closing Date such letters of credit shall be
deemed to be Letters of Credit issued pursuant to this Article III.

3.3     Types and Amounts.
Lender shall have no obligation to and shall not:

(A)     issue
(or amend) any Letter of Credit if on the date of issuance (or amendment),
before or after giving effect to the Letter of Credit requested hereunder,
(i) the Dollar Amount of the Revolving Credit Obligations at such time
would exceed the Revolving Loan Commitment at such time, or (ii) the
aggregate outstanding Dollar Amount of the L/C Obligations would exceed the
maximum Letter of Credit Obligation; or

(B)     issue
(or amend) any Letter of Credit which has an expiration date later than the
date which is the earlier of (x) one (1) year after the date of
issuance thereof or (y) five (5) Business Days immediately preceding
the Revolving Credit Termination Date; provided, that any Letter of
Credit with a one-year term may provide for the renewal thereof for additional
one-year periods (which in no event shall extend beyond the date referred to in
clause (y) above.

3.4     Conditions. In
addition to being subject to the satisfaction of the conditions contained in Sections 5.1
and 5.2, the obligation of the Lender to issue any Letter of Credit is
subject to the satisfaction in full of the following conditions:

(A)     the
Borrower shall have delivered to the Lender at such times and in such manner as
Lender may reasonably prescribe, a request for issuance of such Letter of
Credit in substantially the form of Exhibit B hereto (each such
request a Request For Letter of Credit), duly executed applications for
such Letter of Credit and such letter of credit agreement as required by
Lender, and such other documents, instructions and agreements as may be
required pursuant to the terms thereof (all such applications, documents,
instructions, and agreements being referred to herein as the L/C Documents)
to which L/C Documents Borrower agrees to be bound, (provided in the event of
any conflict in terms between this Agreement and the L/C

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LaSalle Bank
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Documents, this Agreements terms shall govern) and the proposed Letter
of Credit shall be reasonably satisfactory to Lender as to form and content;
and

(B)     as
of the date of issuance no order, judgment or decree of any court, arbitrator
or Governmental Authority shall purport by its terms to enjoin or restrain the
applicable Lender from issuing such Letter of Credit and no law, rule or
regulation applicable to such Lender and no request or directive (whether or
not having the force of law) from a Governmental Authority with jurisdiction
over Lender shall prohibit or request that Lender refrain from the issuance of
Letters of Credit generally or the issuance of that Letter of Credit.

(C)     In
the event of any conflict between the terms of this Agreement and the terms of
any application for a Letter of Credit, the terms of this Agreement shall
control.

3.5     Procedure for Issuance of
Letters of Credit.

(A)     Subject
to the terms and conditions of this Article III and provided that
the applicable conditions set forth in Sections 5.1 and 5.2
hereof have been satisfied, the Lender shall, on the requested date, issue a
Letter of Credit on behalf of the Borrower in accordance with Lenders usual
and customary business practices and, in this connection, Lender may, assume
that the applicable conditions set forth in Section 5.2 hereof have
been satisfied unless Lender has knowledge that the applicable conditions have
not been met.

(B)     Lender
shall not extend or amend any Letter of Credit unless the requirements of this Section 3.5
are met as though a new Letter of Credit was being requested and issued.

3.6     Reimbursement Obligation.
The Borrower agrees unconditionally, irrevocably and absolutely to pay
immediately to the Lender, the amount of each advance drawn under or pursuant
to a Letter of Credit or an L/C Draft related thereto (such obligation of the
Borrower to reimburse the Lender for an advance made under a Letter of Credit
or L/C Draft being hereinafter referred to as a Reimbursement Obligation
with respect to such Letter of Credit or L/C Draft), each such reimbursement to
be made by the Borrower no later than the Business Day on which the Lender
makes payment of each such L/C Draft or, if the Borrower shall have received
notice of a Reimbursement Obligation later than 11:00 a.m. (Chicago time),
on any Business Day or on a day which is not a Business Day, no later than
11:00 a.m. (Chicago time), on the immediately following Business Day or,
in the case of any other draw on a Letter of Credit, the date specified in the
demand of Lender. If the Borrower at any time fails to repay a Reimbursement
Obligation pursuant to this Section 3.7, the Borrower shall be
deemed to have elected to borrow a Revolving Loan from the Lender, as of the
date of the advance giving rise to the Reimbursement Obligation, equal in
amount to the Dollar Amount of the unpaid Reimbursement Obligation. Such
Revolving Loan shall be made as of the date of the payment giving rise to such
Reimbursement Obligation, automatically, without notice and without any
requirement to satisfy the conditions precedent otherwise applicable to an
Advance of Revolving Loans. Such Revolving Loans shall constitute a Floating
Rate Advance, the proceeds of which Advance shall be used to repay such
Reimbursement Obligation. If, for any reason, the Borrower fails to repay a
Reimbursement Obligation on the day such

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LaSalle Bank
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Reimbursement Obligation arises and, for any reason, the Lender is
unable to make or has no obligation to make Revolving Loan, then such
Reimbursement Obligation shall bear interest from and after such day, until
paid in full, at the interest rate applicable to a Floating Rate Advance plus
two percent (2.0%) per annum.

3.7     Letter of Credit Fees.
The Borrower agrees to pay:

(A)     quarterly,
in arrears, to the Lender a letter of credit fee at a rate per annum equal to
the Applicable Eurodollar Margin in effect on the average daily outstanding
Dollar Amount available for drawing under each standby Letter of Credit;

(B)     quarterly,
in arrears, to the Lender, a letter of credit fronting fee equal to 0.125% per
annum on the average daily outstanding face amount available for drawing under
each standby Letter of Credit issued by Lender; and

(C)     to
the Lender, all customary fees and other issuance, amendment. cancellation,
document examination, negotiation, transfer and presentment expenses and
related charges in connection with the issuance, amendment, cancellation,
presentation of L/C Drafts, negotiation, transfer and the like customarily
charged by such Lender with respect to standby Letters of Credit, payable at
the time of invoice of such amounts.

3.8     Indemnification;
Exoneration.

(A)     In
addition to amounts payable as elsewhere provided in this Article III,
the Borrower hereby agrees to protect, indemnify, pay and save harmless the
Lender from and against any and all liabilities and costs which the Lender may
incur or be subject to as a consequence, direct or indirect, of (i) the
issuance of any Letter of Credit other than to the extent resulting from its
gross negligence or willful misconduct, as determined by the final judgment of
a court of competent jurisdiction, or (ii) the failure of the Lender to
honor a drawing under a Letter of Credit as a result of any act or omission,
whether rightful or wrongful, of any present or future de jure or de facto
Governmental Authority (all such acts or omissions herein called Governmental
Acts).

(B)     As
among the Borrower and the Lender, the Borrower assumes all risks of the acts
and omissions of, or misuse of such Letter of Credit by, the beneficiary of any
Letter of Credit. In furtherance and not in limitation of the foregoing,
subject to the provisions of the Letter of Credit applications and Letter of
Credit reimbursement agreements executed by the Borrower at the time of request
for any Letter of Credit, the Lender shall not be responsible (in the absence
of gross negligence or willful misconduct in connection therewith, as determined
by the final judgment of a court of competent jurisdiction): (i) for the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of a Letter of Credit, even if it should in fact prove to be in any or
all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) for the validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may
prove to be invalid or ineffective for any reason; (iii) for failure of
the beneficiary of a Letter of

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LaSalle Bank
National Association 
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Credit to comply duly with conditions required in order to draw upon
such Letter of Credit; (iv) for errors, omissions, interruptions or delays
in transmission or delivery of any messages, by mail, cable, telegraph, telex,
or other similar form of teletransmission or otherwise; (v) for errors in
interpretation of technical trade terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences
arising from causes beyond the control of the Lender, including, without
limitation, any Governmental Acts. None of the above shall affect, impair, or
prevent the vesting of any Lenders rights or powers under this Section 3.9.

(C)     In
furtherance and extension and not in limitation of the specific provisions
hereinabove set forth, any action taken or omitted by Lender under or in
connection with the Letters of Credit or any related certificates shall not, in
the absence of gross negligence or willful misconduct, as determined by the
final judgment of a court of competent jurisdiction, put the Lender under any
resulting liability to the Borrower or relieve the Borrower of any of its
obligations hereunder to any such Person.

(D)     Without
prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrower contained in this Section 3.9
shall survive the payment in full of principal and interest hereunder, the
termination of the Letters of Credit and the termination of this Agreement.

(E)     Cash
Collateral. Notwithstanding anything to the contrary herein or in any
application for a Letter of Credit, following the occurrence and during the
continuance of a Default or upon payout or termination of this Agreement in
full in cash, the Borrower shall, on the Business Day that it receives Lenders
demand, deliver to the Lender, cash, or other collateral of a type satisfactory
to the Lender, having a value, as determined by Lender, equal to one hundred
five percent (105%) of the aggregate Dollar Amount of the outstanding L/C
Obligations. Any such collateral shall be held by the Lender in a separate
account appropriately designated as a cash collateral account in relation to
this Agreement and the Letters of Credit and retained by the Lender as collateral
security for the Borrowers obligations in respect of this Agreement and each
of the Letters of Credit. Such amounts shall be applied to reimburse the Lender
for drawings or payments under or pursuant to Letters of Credit, or if no such
reimbursement is required, to payment of such of the other Obligations as the
Lender shall determine. Amounts remaining in any cash collateral account
established pursuant to this Section 3.9 which are not to be
applied to reimburse Lender for amounts actually paid or to be paid by Lender
in respect of a Letter of Credit. shall be returned to the Borrower within
one (1) Business Day (after deduction of the Lenders expenses incurred in
connection with such cash collateral account).

ARTICLE IV: CHANGE
IN CIRCUMSTANCES

4.1     Yield Protection. If
any law or any governmental or quasi-governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law) adopted after
the date the Lender became a party to this Agreement and having general
applicability to all banks within the jurisdiction in which Lender operates
(excluding, for the avoidance of

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National Association 
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doubt, the effect of and phasing in of capital requirements or other
regulations or guidelines passed prior to the date of this Agreement), or any
interpretation or application thereof by any Governmental Authority charged
with the interpretation or application thereof, or the compliance of any Lender
therewith,

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (A)     subjects
 Lender or any applicable Lending Installation to any tax, duty, charge or
 withholding on or from payments due from the Borrower (excluding taxation of
 the overall net income of Lender or taxation of a similar basis, which are
 governed by Section 2.13(E), and excluding any other taxes for
 which Lender has been reimbursed by the Borrower), or changes the basis of
 taxation of payments to Lender in respect of its Revolving Loan Commitment,
 Loans, the Letters of Credit or other amounts due it hereunder, or                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (B)     imposes
 or increases or deems applicable any reserve, assessment, insurance charge,
 special deposit or similar requirement against assets of, deposits with or for
 the account of, or credit extended by, Lender or any applicable Lending
 Installation (other than reserves and assessments taken into account in
 determining the interest rate applicable to Eurodollar Rate Loans) with
 respect to its Revolving Loan Commitment, the Loans, or the Letters of
 Credit, or                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (C)     imposes
 any other condition the result of which is to increase the cost to Lender or
 any applicable Lending Installation of making, funding or maintaining its
 Revolving Loan Commitment, the Loans, or the Letters of Credit or reduces any
 amount receivable by Lender or any applicable Lending Installation in
 connection with Loans or Letters of Credit, or requires Lender or any
 applicable Lending Installation to make any payment calculated by reference
 to the amount of its Revolving Loan Commitment, the Loans or the L/C
 Interests held or interest received by it or by reference to the Letters of
 Credit, by an amount deemed material by Lender;

and the result of any of the foregoing is to increase the cost to
Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans,
L/C Interests, or Letters of Credit or to reduce any amount received under this
Agreement, then, within fifteen (15) days after receipt by the Borrower of
written demand by Lender pursuant to Section 4.5, the Borrower
shall pay Lender that portion of such increased expense incurred or reduction
in an amount received which such Lender determines is attributable to making,
funding and maintaining its Loans, L/C Interests, Letters of Credit, and its
Revolving Loan Commitment; provided, however, that the Borrower
shall not be required to pay any additional amounts pursuant to this Section 4.1
incurred more than 90 days prior to the date of the relevant Lenders
demand therefor.

4.2     Changes in Capital
Adequacy Regulations. If Lender determines (i) the amount of capital
required to be maintained by Lender, any Lending Installation of such Lender or
any corporation controlling such Lender is increased as a result of a Change
(as defined below), and (ii) such increase in capital will result in an
increase in the cost to Lender of maintaining its Revolving Loan Commitment,
the Loans, L/C Interests, the Letters of Credit or its obligation to make Loans
hereunder, then, within fifteen (15) days after receipt by the Borrower of
written demand by Lender pursuant to Section 4.5, the Borrower
shall pay Lender

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the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which Lender determines is
attributable to this Agreement, its Loans, its L/C Interests, the Letters of
Credit or its obligation to make Loans hereunder (after taking into account
such Lenders policies as to capital adequacy); provided, however,
that the Borrower shall not be required to pay any additional amounts pursuant
to this Section 4.2 incurred more than 90 days prior to the
date of Lenders demand therefor. Change means (i) any change
after the date the Lender became a party to this Agreement in the Risk-Based
Capital Guidelines (as defined below) excluding, for the avoidance of doubt,
the effect of any phasing in of such Risk-Based Capital Guidelines or any other
capital requirements passed prior to the date hereof, or (ii) any adoption
of or change in any other law, governmental or quasi- governmental rule,
regulation, policy, guideline, interpretation, or directive (whether or not
having the force of law) after the date the Lender became a party to this Agreement
and having general applicability to all banks and financial institutions within
the jurisdiction in which Lender operates which affects the amount of capital
required or expected to be maintained by Lender or any Lending Installation or
any corporation controlling any Lender. Risk- Based Capital Guidelines
means (i) the risk-based capital guidelines in effect in the United States
on the date the Lender became a party to this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by
regulatory authorities outside the United States implementing the July 1988
report of the Basle Committee on Banking Regulation and Supervisory Practices
Entitled International Convergence of Capital Measurements and Capital
Standards, including transition rules, and any amendments to such regulations
adopted prior to the date the Lender became a party to this Agreement.

4.3     Availability of Types of
Advances. If (i) Lender determines, in the exercise of its business
judgment, that maintenance of its Fixed-Rate Rate Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, or (ii) the Lender determines that
(x) deposits of a type, currency or maturity appropriate to match fund
Fixed-Rate Loans are not available or (y) the interest rate applicable to
Fixed-Rate Loans does not accurately reflect the cost of making or maintaining
such an Advance, then the Lender shall suspend the availability of the affected
Type of Advance and, in the case of any occurrence set forth in clause (i),
require any Advances of the affected Type to be repaid or converted into
another Type.

4.4     Funding Indemnification.
Subject to Section 2.3(B), if any payment of a Fixed-Rate Loan
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment, or otherwise, or a Fixed-Rate Loan
is not made on the date specified by the Borrower for any reason other than
default by the Lender, the Borrower shall indemnify Lender for any loss or cost
incurred by it resulting therefrom, including, without limitation, any loss or
cost in liquidating or employing deposits acquired to fund or maintain the
Fixed-Rate Loan.

4.5     Lender Statements;
Survival of Indemnity. If reasonably possible, Lender shall designate an
alternate Lending Installation with respect to its Fixed-Rate Loans to reduce
any liability of the Borrower to Lender under Section 2.14(E) or Sections 4.1
and 4.2 or to avoid the unavailability of a Type of Advance under Section 4.3,
so long as such designation is not

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materially disadvantageous, in the judgment of the Lender, to such
Lender. Any demand for compensation pursuant to Section 2.14(E) or
this Article IV shall be in writing and shall state the amount due,
if any, under Section 2.14(E), 4.1, 4.2, or 4.4
and shall set forth in reasonable detail the calculations upon which Lender
determined such amount and shall be final, conclusive, and binding on the
Borrower in the absence of manifest error. Determination of amounts payable
under such Sections in connection with a Fixed-Rate Loan shall be calculated as
though Lender funded its Fixed-Rate Loan through the purchase of a deposit of
the type, currency and maturity corresponding to the deposit used as a
reference in determining the Eurodollar Rate applicable to such Loan, whether
in fact that is the case or not. The obligations of the Borrower under Sections 2.14(E),
4.1, 4.2, or 4.4 shall survive payment of the Obligations
and termination of this Agreement.

ARTICLE V:
CONDITIONS PRECEDENT

5.1     Initial Advances and
Letters of Credit. The Lender shall not be required to make the Loans as of
the Closing Date or issue any Letters of Credit unless the Borrower has
furnished to the Lender each of the following, all in form and substance
satisfactory to the Lender:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)     The
 Amended and Restated Credit Agreement, duly executed by Borrower, each
 Subsidiary Guarantor and Lender;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (2)     Revolving
 Loan Note, payable to Lenders order in the amount of the Revolving Loan
 Commitment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (3)     Secretarys
 Certificate of Borrower, in the form of Exhibit E-2, together with (i)
 copies of the Certificate of Incorporation (or other comparable constituent
 document) of Borrower, together with all amendments, (ii) a certificate of
 good standing, both certified by the appropriate governmental officer in its
 jurisdiction of organization, (iii) copies, certified by the Secretary of
 Borrower, of its By-Laws (or other comparable governing document) and of its
 Board of Directors resolutions (and resolutions of other bodies, if any are
 deemed necessary by counsel for Lender) authorizing the execution of the Loan
 Documents and (iv) an incumbency certificate, executed by the Secretary,
 which shall identify by name and title and bear the signature of the officers
 of the Borrower authorized to sign the Loan Documents and to make borrowings
 hereunder, upon which certificate the Lender shall be entitled to rely until
 informed of any change in writing by the Borrower;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (4)     Secretarys
 Certificate of each Subsidiary Guarantor, in the form of Exhibit E-3,
 together with (i) copies of the Certificate of Incorporation (or other
 comparable constituent document) of each Subsidiary Guarantor, together with
 all amendments, (ii) a certificate of good standing, both certified by the
 appropriate governmental officer in its jurisdiction of organization, (iii)
 copies, certified by the Secretary of each Subsidiary Guarantor, of its
 By-Laws (or other comparable governing document) and of its Board of
 Directors resolutions                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (and resolutions of other bodies, if any are deemed necessary by
 counsel for Lender) authorizing the execution of the Loan Documents and (iv)
 an incumbency certificate, executed by the Secretary, which shall identify by
 name and title and bear the signature of the officers of such Subsidiary
 Guarantor authorized to sign the Loan Documents and to make borrowings
 hereunder, upon which certificate the Lenders shall be entitled to rely until
 informed of any change in writing by such Subsidiary Guarantor;                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (5)     An
 Officers Certificate of Borrower, in the form of Exhibit H attached hereto,
 confirming the fact that the Subordination Agreement executed by U.S. Traffic
 Corporation and Myers/Nuart Electrical Products, Inc., in favor of the
 Administrative Agent for the benefit of the Existing Lenders; has not been
 amended, revised or terminated.                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (6)     Reaffirmation
 of Subsidiary Guaranty evidenced by Section 7.2(L) of this Agreement executed
 by each Significant Domestic Incorporated Subsidiary, any Subsidiary
 designated as a Subsidiary Guarantor by Borrower and the Lender including,
 without limitation, Spin-Cast Plastics, Inc.;                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (7)     An
 Officers Certificate, in the form of Exhibit E-1, signed by the chief
 financial officer of the Borrower, stating that on the date of this Agreement
 all the representations in this Agreement are true and correct in all
 material respects (unless such representation and warranty is made as of a
 specific date, in which case, such representation and warranty shall be true
 in all material respects as of such date), and no material adverse change, or
 Default or Unmatured Default has occurred and is continuing;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (8)     Documentation,
 in form and substance reasonably satisfactory to the Lender, evidenced by an
 Assignment Agreement of each Existing Lender, including the Administrative
 Agent, under the Existing Credit Agreement assigning to Lender of all of
 their rights and obligations thereunder;                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (9)     Resignation
 letter of The Northern Trust Company, as Administrative Agent under the
 Existing Credit Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (10)   Evidence,
 satisfactory to the Lender, that the Borrower has paid to the Lender, the
 fees payable pursuant to Section 2.13 and 3.7 hereof;                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (11)   The
 written opinions of Joan Riley, Borrowers General Counsel and Holland and
 Knight LLP, as Borrowers counsel, addressed to the Lender in form and
 substance acceptable to the Lender and its counsel, with respect to (without
 limitation) the due authorization, execution and enforceability of this Agreement
 and the other Loan Documents by Borrower and each Subsidiary Guarantor, as
 applicable;                                                                                                                       

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (12)     Assignment
 and Assumption Agreement (California Deed of Trust), in the form of Exhibit I
 attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (13)     Assignment
 and Assumption Agreement (Pennsylvania Mortgage), in the form of Exhibit J
 attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (14)     Assignment
 and Assumption Agreement (Alabama Mortgage), in the form of Exhibit K
 attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (15)     Assignment
 and Assumption Agreement (Patent Security Agreement), in the form of Exhibit
 O attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (16)     Assignment
 and Assumption Agreement (Trademark Security Agreement), in the form of
 Exhibit N attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (17)     Indiana Mortgage in the form of Exhibit L, attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (18)     Assignment
 and Assumption Agreement (Security Agreement), in the form of Exhibit M
 attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (19)     Assignment
 and Assumption Agreement for each of the Subsidiary Stock Pledge Agreements,
 in the form of Exhibits P-1, P-2, P-3, and P-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (20)     Indiana
 Flood Zone Determinations. Flood Zone determinations for the Indiana
 Property, in form and substance acceptable to the Lender.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (21)     Title
 Insurance. With respect to the Indiana Property, a mortgagee title
 insurance policy, current ALTA loan policy form, without survey exception,
 mechanics lien exception or exception for parties in possession, issued by a
 title insurance company satisfactory to the Lender (the Title Insurance
 Company), in amounts with respect to the Indiana Property acceptable to
 the Lender and naming the Lender as the insured and insuring the Indiana
 Mortgage to be a valid first, prior and paramount lien upon the Indiana
 Property subject only to the permitted exceptions described therein and to customary
 exceptions for pending disbursements and completion of improvements (Title
 Insurance Policy). The Title Insurance Policy must specifically ensure
 for claims and questions related to such matters as Lender may require to the
 extent available in the State.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (22)     Searches.
 A report from the Title Insurance Company or the appropriate filing officers
 of the state and county in which the Indiana Property is located, indicating
 that no judgments, tax or other liens, security                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | interests, leases of personalty, financing statements or other
 encumbrances (other than permitted exceptions and liens and security
 interests in favor of Lender are of record or on file encumbering any portion
 of the Indiana Property, and reports from the appropriate filing offices of
 the State in which the Borrower or Subsidiary Guarantor resides, that there
 are no judgments, tax liens, pending litigation or bankruptcy actions outstanding
 with respect to Borrower or any Subsidiary Guarantor.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (23)     Appraisal.
 With respect to the Indiana Property an appraisal of such Property,
 satisfactory to the Lender as to the methodology and as to results.                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (24)     Environmental
 Audit. An environmental audit report relating to the Indiana Property
 satisfactory to the Lender as to the methodology and results.                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (25)     Reaffirmation
 and Amendment of California Deed of Trust, in the form of Exhibit R attached
 hereto.                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (26)     Reaffirmation
 and Amendment of Pennsylvania Mortgage, in the form of Exhibit S attached
 hereto.                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (27)     Reaffirmation
 and Amendment of Leasehold Mortgage, in the form of Exhibit T attached
 hereto.                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (28)     Reaffirmation
 and Amendment of Security Agreement, in the form of Exhibit U attached
 hereto.                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (29)     Reaffirmation
 and Amendment of Trademark Security Agreement, in the from of Exhibit V
 attached hereto.                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (30)     Reaffirmation
 and Amendment of Patent Security Agreement, in the from of Exhibit W attached
 hereto.                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (31)     Reaffirmation
 and Amendment of each Subsidiary Stock Pledge Agreement, in the forms of
 ExhibitsX-1, X-2. X-3 and X-4 attached hereto.                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (32)     Reaffirmation
 and Amendment of Subsidiary Guaranty in the form of Exhibit Z-1 attached
 hereto.                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (33)     Such
 other documents as the Lender or any Lender or its counsel may have
 reasonably requested, including, without limitation, each other document
 reflected on the List of Closing Documents attached as Exhibit D
 to this Agreement.                                                                                                                                                                                                                                                                     

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| |                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (34)     As
 a condition subsequent, within ninety (90) days of the date of this
 Agreement, Collateral Assignment (Lease), in the form of Exhibit Y attached hereto.

5.2     Each Advance and Letter
of Credit. The Lender shall not be required to make any Advance, or issue
any Letter of Credit, unless on the applicable Borrowing Date, or in the case
of a Letter of Credit, the date on which the Letter of Credit is to be issued:

(A)     There
exists no Default or Unmatured Default;

(B)     The
representations and warranties contained in Article VI are true and
correct in all material respects as of such Borrowing Date (unless such
representation and warranty is made as of a specific date, in which case, such
representation and warranty shall be true in all material respects as of such
date); and

(C)     The
Revolving Credit Obligations do not, and after making such proposed Advance or
issuing such Letter of Credit would not, exceed the Revolving Loan Commitment.

Each
Borrowing/Election Notice with respect to each such Advance and Loan and the
letter of credit application with respect to each Letter of Credit shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 5.2(A), (B) and (C) have been
satisfied.

ARTICLE VI: REPRESENTATIONS AND WARRANTIES

In
order to induce the Lender to enter into this Agreement and to make the Loans
and the other financial accommodations to the Borrower and to issue the Letters
of Credit described herein, the Borrower represents and warrants as follows to
Lender as of the Closing Date, giving effect to the consummation of the
transactions contemplated by the Loan Documents on the Closing Date, and
thereafter on each date as required by Section 5.2:

6.1     Organization; Corporate
Powers. The Borrower (i) is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization,
(ii) is duly qualified to do business as a foreign entity and is in good
standing under the laws of each jurisdiction in which failure to be so
qualified and in good standing would reasonably be expected to have a Material
Adverse Effect, and (iii) has all requisite power and authority to own,
operate and encumber its property and to conduct its business as presently
conducted and as proposed to be conducted.

6.2     Authority;
Enforceability.

(A)     Each
of the Borrower and its Subsidiaries has the requisite power and authority to
execute, deliver and perform each of the Loan Documents which have been
executed by it as required by this Agreement and the other Loan Documents.

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(B)     The
execution, delivery, and performance, of each of the Loan Documents which have
been executed as required by this Agreement, the other Loan Documents or
otherwise to which the Borrower or any of its Subsidiaries is party, and the
consummation of the transactions contemplated thereby, have been duly
authorized by all requisite corporate, acts (including any required shareholder
approval) of the Borrower or such Subsidiary, as applicable.

(C)     Each
of the Loan Documents to which the Borrower is a party has been duly executed
and delivered by it and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms (except as enforceability may be
limited by bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors rights generally and general equitable principles).

6.3     No Conflict;
Governmental Consents. The execution, delivery and performance of each of
the Loan Documents to which the Borrower is a party do not and will not
(i) conflict with the certificate or articles of incorporation (or other
applicable constituent documents) of the Borrower, (ii) conflict with,
result in a breach of or constitute (with or without notice or lapse of time or
both) a default under any Requirement of Law (including, without limitation,
any Environmental Property Transfer Act) or Contractual Obligation of the
Borrower, or require termination of any Contractual Obligation, except such
breach, default or termination which individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect, or (iii) result
in or require the creation or imposition of any Lien whatsoever upon any of the
property or assets of the Borrower, other than Liens permitted or created by
the Loan Documents. Except as set forth on Schedule 6.3 to this
Agreement, the execution, delivery and performance of each of the Loan
Documents to which the Borrower is a party do not and will not require any
registration with, consent or approval of or notice to, or other action to,
with or by any Governmental Authority, including under any Environmental Property
Transfer Act, except filings, consents or notices which have been made,
obtained or given, or which, if not made, obtained or given, individually or in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.

6.4     Financial Statements.
The consolidated financial statements of the Borrower and its Subsidiaries at
and for the year ended June 30, 2004 and quarterly and monthly statements
through February 28, 2005 have been delivered to the Lender and were prepared
in accordance with generally accepted accounting principles in effect on the
date such statements were prepared and fairly present the consolidated
financial condition and operation of the Borrower and its Subsidiaries at June
30, 2004 or for the applicable date or period and the consolidated results of
their operations for the period then ended.

6.5     No Material Adverse
Change. Since June 30, 2004, except as disclosed (x) in any of the
Borrowers Form 10-Q, 10-K, or 8-K filings with the Commission subsequent to
June 30, 2004 but prior to the Closing Date, or (y) in any letter or
confidential offering memorandum delivered by the Borrower to the Lender prior
to the Closing Date, there has occurred no change in the business, properties,
financial condition, performance, or results of operations of the Borrower, or
the Borrower and its Subsidiaries taken as a whole, or any other event which
has had or would reasonably be expected to have a Material Adverse Effect.

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6.6     Taxes. Each of the
Borrower and its Subsidiaries has filed or caused to be filed all federal,
state and local tax returns which are required to be filed by it and, except
for taxes and assessments being contested in good faith and reserved for in
accordance with generally accepted accounting principles as in effect from time
to time (if and to the extent so required), have paid or caused to be paid all
taxes as shown on said returns on any assessment received by it, to the extent
that such taxes have become due. The Borrower has no knowledge of any proposed
tax assessment against the Borrower or any of its Subsidiaries that will have
or could reasonably be expected to have a Material Adverse Effect.

6.7     Litigation; Loss
Contingencies and Violations. Except as disclosed on Schedule 6.7, there is
no action, suit, proceeding, arbitration or, to the Borrowers knowledge,
investigation before or by any Governmental Authority or private arbitrator
pending or, to the Borrowers knowledge, threatened in writing against the
Borrower, any of its Subsidiaries or any property of any of them which could
reasonably be expected to have a Material Adverse Effect.

6.8     Subsidiaries. Schedule 6.8
to this Agreement (as updated from time to time by the Borrower after the
formation, acquisition or dissolution of any Subsidiary (i) contains a
description of the corporate structure of the Borrower, its Subsidiaries and
any other Person in which the Borrower or any of its Subsidiaries holds an
Equity Interest; and (ii) accurately sets forth (A) the correct legal
name and the jurisdiction of organization, (B) a listing of all of the
Borrowers or any Domestic Incorporated Subsidiarys Significant Domestic
Incorporated Subsidiaries, (C) the authorized, issued and outstanding
shares of each class of Capital Stock of each of the Borrowers Subsidiaries
and the owners of such shares, and (D) a summary of the direct and indirect
partnership, joint venture, or other Equity Interests, if any, which the
Borrower and each Subsidiary of the Borrower holds in any Person that is not a
corporation. Except as disclosed on Schedule 6.8, none of the
issued and outstanding Capital Stock of the Borrower or any of the Borrowers
Subsidiaries is subject to any vesting, redemption, or repurchase agreement,
and there are no warrants or options outstanding with respect to such Capital
Stock. The outstanding Capital Stock of each of the Borrowers Subsidiaries is
duly authorized, validly issued, fully paid and nonassessable and is not Margin
Stock.

6.9     ERISA. Except as
disclosed on Schedule 6.9, no Benefit Plan has incurred any
material accumulated funding deficiency (as defined in Sections 302(a)(2)
of ERISA and 412(a) of the Code) whether or not waived. Neither the Borrower
nor any member of the Controlled Group has incurred any material liability to
the PBGC which remains outstanding other than the payment of premiums. As of
the last day of the most recent prior plan year, the market value of assets
under each Benefit Plan, other than any Multiemployer Plan, was not by a
material amount less than the present value of benefit liabilities thereunder
(determined in accordance with the actuarial valuation assumptions described
therein). Neither the Borrower nor any member of the Controlled Group has
(i) failed to make a required contribution or payment to a Multiemployer
Plan of a material amount or (ii) incurred a material complete or partial
withdrawal under Section 4203 or Section 4205 of ERISA from a
Multiemployer Plan. Neither the Borrower nor any member of the Controlled Group
has failed

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to make an installment or any other payment of a material amount
required under Section 412 of the Code on or before the due date for such
installment or other payment. There have been no and there is no prohibited
transaction described in Sections 406 of ERISA or 4975 of the Code with
respect to any Plan for which a statutory or administrative exemption does not
exist which could reasonably be expected to subject the Borrower or any of is
Subsidiaries to material liability. Neither the Borrower nor any member of the
Controlled Group has taken or failed to take any action which would constitute
or result in a Termination Event, which action or inaction could reasonably be
expected to subject the Borrower or any of its Subsidiaries to material
liability. Neither the Borrower nor any member of the Controlled Group is
subject to any material liability under, or has any potential material
liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of ERISA. For
purposes of this Section 6.9, material means any amount,
noncompliance or other basis for liability which could reasonably be expected
to subject the Borrower or any of its Subsidiaries to liability, individually
or in the aggregate with each other basis for liability under this Section 6.9,
in excess of $3,000,000.

6.10     Accuracy of Information.
The information, exhibits and reports furnished by the Borrower and any of its
Subsidiaries, or by the Borrower on behalf of any of its Subsidiaries, to the
Lender in connection with the negotiation of, or compliance with, the Loan
Documents, the representations and warranties of the Borrower and its
Subsidiaries contained in the Loan Documents, and all certificates and
documents delivered to the Lender pursuant to the terms thereof (excluding any
forecasts and projections of financial information and results submitted to
Lender as works in process or as materials not otherwise required to be
submitted to the Commission), taken as a whole, do not contain as of the date
thereof any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements contained herein or therein, in
light of the circumstances under which they were made, not misleading in any
material respect.

6.11     Securities Activities.
Neither the Borrower nor any of its Subsidiaries is engaged in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.

6.12     Material Agreements.

(a)        Neither
the Borrower nor any Subsidiary is a party to or subject to any Contractual
Obligation, which, as of such date, individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.

(b)        No
member of the senior management of either the Borrower or any of its
Subsidiaries has received written notice that (i) it is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any Contractual Obligation to which it is a party, or
(ii) any condition exists which, with the giving of notice or the lapse of
time or both, would constitute a default with respect to any such Contractual
Obligation, in each case, which default has, or if not remedied within any
applicable grace period could reasonably be likely to have, a Material Adverse
Effect.

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6.13     Compliance with Laws.
The Borrower and its Subsidiaries are in compliance with all Requirements of
Law applicable to them and their respective businesses, in each case where the
failure to so comply individually or in the aggregate would reasonably be
expected to have a Material Adverse Effect.

6.14     Assets and Properties.
Each of the Borrower and its Subsidiaries has good and sufficient title to all
of its material real and personal properties owned by it or a valid leasehold
interest in all of its leased assets (except insofar as marketability may be
limited by any laws or regulations of any Governmental Authority affecting such
assets), and all such assets and property are free and clear of all Liens,
except Liens permitted under Section 7.3(C), and except for those
defects in title and Liens that, individually or in the aggregate, would not
have a Material Adverse Effect.

6.15     Statutory Indebtedness
Restrictions. Neither the Borrower nor any of its Subsidiaries is subject
to regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, or the Investment Company Act of 1940, or any other foreign, federal
or state statute or regulation which limits its ability to incur indebtedness
or its ability to consummate the transactions contemplated hereby.

6.16     Labor Matters. To
the knowledge of the Borrower, no attempt to organize the employees of the
Borrower or any of its Subsidiaries, and no labor disputes, strikes or walkouts
affecting the operations of the Borrower or any of its Subsidiaries, is
pending, or, to the Borrowers or such Subsidiaries knowledge, threatened,
planned or contemplated which would reasonably be expected to have a Material
Adverse Effect.

6.17     Environmental Matters.

(A)       Except
as disclosed on Schedule 6.17 to this Agreement:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     the
 operations of the Borrower and its Subsidiaries comply in all material
 respects with Environmental, Health or Safety Requirements of Law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii)     the Borrower and its Subsidiaries have all
 permits, licenses or other authorizations required under Environmental,
 Health or Safety Requirements of Law and are in material compliance with such
 permits;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iii)   neither the Borrower, any of its
 Subsidiaries nor any of their respective present property or operations, or,
 to the Borrowers or any of its Subsidiaries knowledge, any of their
 respective past property or operations, are subject to or the subject of, any
 investigation known to the Borrower or any of its Subsidiaries, any judicial
 or administrative proceeding, order, judgment, decree, settlement or other
 agreement respecting: (A) any material violation of Environmental,
 Health or Safety Requirements of Law; (B) any remedial action; or
 (C) any material claims or liabilities arising from the Release or
 threatened Release of a Contaminant into the environment;

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)     there
 is not now, nor to the Borrowers or any of its Subsidiaries knowledge has
 there ever been, on or in the property of the Borrower or any of its
 Subsidiaries any landfill, waste pile, underground storage tanks, aboveground
 storage tanks, surface impoundment or hazardous waste storage facility of any
 kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric
 transformers or other equipment, or any asbestos containing material; and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (v)     to
 the knowledge of the Borrower or any of its Subsidiaries, neither the
 Borrower nor any of its Subsidiaries has any material Contingent Obligation
 in connection with any Release or threatened Release of a Contaminant into
 the environment.                                                                                                                                                                                                                           

(B)     For
purposes of this Section 6.17 material means any noncompliance or
basis for liability which could reasonably be likely to subject the Borrower or
any of its Subsidiaries to liability, individually or in the aggregate, in
excess of $3,000,000.

6.18     Insurance. The
Borrower maintains, and has caused each Subsidiary to maintain, with
financially sound and reputable insurance companies, insurance on all of its
property in such amounts, subject to deductibles and self-insurance retentions,
and covering such properties and risks, as is consistent with sound and
customary business practices for companies in lines of business similar to the
Borrower and its Subsidiaries.

6.19     Use of Proceeds.
All proceeds of the Revolving Loan shall be used for working capital
refinancing of existing indebtedness and general corporate purposes.

6.20     Solvency. The
Borrower (i) is currently, and after giving effect to the transactions
contemplated by this Agreement, the Notes and the other Loan Documents, will be
able to pay its debts as they come due and will not incur debts beyond its
ability to pay such debts as they mature or come due, (ii) has capital
sufficient to carry on its business and any business in which it intends or is
about to engage, and (iii) owns property and assets having a value (as a going
concern) in excess of its liabilities and debts. No transfer of property is
being made and no Obligation is being incurred in connection with the
transactions contemplated by this Agreement with the intent to hinder, delay or
defraud either present or future creditors of the Borrower or any Affiliates of
the Borrower.

ARTICLE VII:
COVENANTS

The
Borrower covenants and agrees that so long as any Commitment is outstanding and
thereafter until payment in full of all of the Obligations (other than
contingent indemnity obligations) and termination of all Letters of Credit (or
cash collateralization thereof in accordance with Section 3.11), unless
the Lender shall otherwise give prior written consent:

7.1     Reporting. The
Borrower shall:

(A)     Financial
Reporting. Furnish to the Lender:

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     Quarterly
 Reports. As soon as practicable, and in any event no later than the
 earlier to occur of (x) the fifty second (52nd) day after the end of each of
 the first three fiscal quarters of each fiscal year of the Borrower, and (y)
 the tenth (10th) day after the date on which any of the following items are
 required to be delivered to the Commission, the consolidated and
 consolidating balance sheet of the Borrower and its Subsidiaries as at the
 end of such period and the related statement of consolidated and
 consolidating earnings of the Borrower and its Subsidiaries for such fiscal
 quarter and the related statements of consolidated earnings and consolidated
 cash flows of the Borrower and its Subsidiaries for the period from the beginning
 of the then current fiscal year to the end of such fiscal quarter, certified
 by the chief financial officer of the Borrower on behalf of the Borrower as
 fairly presenting in all material respects the consolidated financial
 position of the Borrower and its Subsidiaries as at the dates indicated and
 the results of their operations and cash flows for the periods indicated in
 accordance with generally accepted accounting principles as in effect from
 time to time, subject to normal year-end audit adjustments and the absence of
 footnotes. With respect to any fiscal quarter, if all of the foregoing
 information is fairly, accurately and completely set forth in the Borrowers
 Form 10-Q filing with the Commission for such fiscal quarter, the Borrower
 may deliver such Form 10-Q filing in lieu of a separate report setting forth
 such information: provided, however, that the Borrower must
 comply with the foregoing timing requirements for such delivery whether
 constituting a Form 10-Q filing or another report and must deliver any
 corresponding compliance certificates hereunder when due.                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)     Annual
 Reports. As soon as practicable, and in any event no later than the
 earlier to occur of (x) the ninetieth (90th) day after the end of each fiscal
 year of the Borrower, and (y) the tenth (10th) day after the date on which
 any of the following items are required to be delivered to the Commission,
 (a) the audited consolidated and unaudited consolidating balance sheet of the
 Borrower and its Subsidiaries as at the end of such fiscal year and the
 related statements of consolidated earnings, consolidated shareholders
 equity and consolidated cash flows of the Borrower and its Subsidiaries for
 such fiscal year, and in comparative form the corresponding figures for the
 previous fiscal year in form and substance sufficient to calculate the
 financial covenants set forth in Section 7.4, and (b) an audit report
 on the items listed in clause (a) hereof (with the exception of the
 unaudited consolidating balance sheet) of independent certified public
 accountants of recognized national standing, which audit report shall be
 unqualified and shall state that such financial statements fairly present the
 consolidated financial position of the Borrower and its Subsidiaries as at
 the dates indicated and the results of their operations and cash flows for
 the periods indicated in conformity with generally accepted accounting
 principles as in effect from time to time and that the examination by such
 accountants in connection with such consolidated financial statements has
 been made in accordance with generally accepted auditing standards. The
 deliveries made pursuant to this clause (ii) shall be accompanied by a
 certificate of such accountants that, in the course of their examination
 necessary for their certification of the foregoing, they have obtained no
 knowledge of any Default or Unmatured Default under Section 7.4, or
 if, in the opinion of such accountants, any Default or Unmatured Default
 shall exist under Section 7.4, stating the nature and status thereof.
 With respect to any fiscal year, if all of

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the foregoing information is fairly, accurately and completely set
 forth in the Borrowers Form 10-K filing with the Commission for such fiscal
 year, the Borrower may deliver such Form 10-K filing in lieu of a separate
 report setting forth such information, together with the accountants
 certificate described in the prior sentence (which is not part of the Form
 10-K); provided, however, that the Borrower must comply with
 the timing requirements for such delivery whether constituting a Form 10-K
 filing or another report and must deliver any corresponding compliance
 certificates hereunder when due.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii)     Monthly
 Reports. As soon as practicable, and in any event, no later than the 30
 calendar days after the end of each month, the consolidated and consolidating
 financial statement of Borrower and its Subsidiaries at the end of such period,
 including balance sheet, statement of income and such other information
 (including non-financial information) as the Lender may request, in
 reasonable detail, prepared by the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iv)     Officers
 Certificate. Together with each delivery of any financial statement (a)
 pursuant to clauses (i) and (ii) of this Section 7.1(A),
 an Officers Certificate of the Borrower, substantially in the form of Exhibit
 E-1 attached hereto and made a part hereof, stating that (x) the representations
 and warranties of the Borrower contained in Article VI hereof shall
 have been true and correct in all material respects (unless such
 representation or warranty is made as of a specific date, in which case, such
 representation and warranty shall be true in all material respects as of such
 date) at all times during the period covered by such financial statements and
 as of the date of such Officers Certificate, (y) as of the date of such
 Officers Certificate no Default or Unmatured Default exists, or if any
 Default or Unmatured Default exists, stating the nature and status thereof
 and (z) the Borrower, the Borrowers chief executive officer, and the
 Borrowers chief financial officer are in compliance with all requirements of
 Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 and all rules
 and regulations related thereto (or such other officers as may be required
 from time to time thereunder), and (b) pursuant to clauses (i) and (ii)
 of this Section 7.1(A), a compliance certificate, substantially in the
 form of, prior to the Collateral Release Date Exhibit F-1 or Exhibit F-2,
 as applicable, attached hereto and made a part hereof, signed by the
 Borrowers chief financial officer, (1) demonstrating compliance, when
 applicable, with the provisions of Sections 7.3(A) through (N)
 and Section 7.4, and (2) calculating the Senior Leverage Ratio for
 purposes of determining the then Applicable Eurodollar Margin, the Applicable
 ABR Margin, the Applicable L/C Fee Percentage and Applicable Commitment Fee
 Percentage.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (v)     Borrowing
 Base Certificate. The Borrower shall, within thirty (30) days after the
 end of each month, until the Collateral Release Date, deliver to the Lender a
 Borrowing Base Certificate in the form of Exhibit Q, attached hereto
 certified as accurate by the Borrower and acceptable to the Lender in its
 sole and absolute discretion; provided that this requirement shall expire
 upon Lenders acceptance of Borrowers Certificate of Compliance with the
 Release Covenants delivered in accordance with Section 7.1(J).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi)       Aged
 Accounts Schedule. The Borrower shall, within thirty(30) days after the
 end of each month, deliver to the Lender an aged schedule of the Accounts of
 the Borrower, listing the name and amount due from each Account Debtor and
 showing the aggregate amounts due from (a) 0-30 days, (b) 31-60 days, (c)
 61-90 days and (d) more than 90 days, and certified as accurate by the
 Borrower.                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (vii)     Inventory
 Reports. The Borrower shall, within thirty (30) days after the end of
 each month, deliver to the Lender an inventory report, certified as accurate
 by the borrower, and within such time as the Bank may specify, such other
 schedules and reports as the Bank may require.                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (viii)     Covenant
 Compliance Report. Subject to the requirements of Section 7.1(iii), the
 Borrower shall, within forty-five (45) days after the end of each quarter and
 seventy-five (75) days after each fiscal yearend, deliver to the Lender a
 computation in such detail as the Bank shall specify, showing compliance by
 the Borrower with the financial covenants set forth in Section 7.4, and
 certified as accurate by the Borrower, which report shall be in the form of
 with Exhibit F-1 or Exhibit F-2, as applicable.                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (ix)       Budget.
 No later than August 31 of each fiscal year (or earlier if possible), a
 budget in the form satisfactory to the Lender (including budgeted statements
 of income and sources and uses of cash) prepared by the Borrower for that
 fiscal year, commencing as of July 1 of that year, prepared in summary form,
 in each case, on a consolidated basis, for the Borrower and its Subsidiaries.                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (x)        Field Audits.
 The Borrower and its Subsidiaries shall allow the Lender, at Borrowers sole
 expense, once each year, or upon the occurrence of an Event of Default, at
 any time to conduct a field examination, and also to engage appraisers, on as
 frequent a basis, to conduct an appraisal of the Collateral consisting of
 machinery, equipment and real property and Borrowers and its Subsidiaries
 business operations at such locations as Lender deems appropriate, the result
 of which must be satisfactory to the Lender in its sole and absolute
 discretion.

(B)     Notice
of Default. Promptly upon any of the chief executive officer, chief
financial officer, or treasurer of the Borrower obtaining knowledge (i) of any
condition or event which constitutes a Default or Unmatured Default, or
becoming aware that Lender has given any written notice to any Authorized
Officer with respect to a claimed Default or Unmatured Default under this
Agreement, or (ii) that any Person has given any written notice to any
Authorized Officer of the Borrower or any Subsidiary of the Borrower or taken
any other action with respect to a claimed default or event or condition of the
type referred to in Section 8.1(E), the Borrower shall deliver to the
Lenders an Officers Certificate specifying (a) the nature and period of
existence of any such claimed default. Default, Unmatured Default, condition or
event, (b) the notice given or action taken by such Person in connection
therewith, and (c) what action the Borrower has taken, is taking and proposes
to take with respect thereto.

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(C)     Lawsuits.
(i) Promptly upon the Borrowers chief executive officer, chief financial
officer, or treasurer obtaining knowledge of the institution of, or written
threat of, any action, suit, proceeding, governmental investigation or
arbitration, by or before any Governmental Authority, against or affecting the
Borrower or any of its Subsidiaries or any property of the Borrower or any of
its Subsidiaries not previously disclosed pursuant to Section 6.7, which
action, suit, proceeding, governmental investigation or arbitration exposes, or
in the case of multiple actions, suits, proceedings, governmental
investigations or arbitrations arising out of the same general allegations or
circumstances which expose, in the Borrowers reasonable judgment, the Borrower
or any of its Subsidiaries to liability in an amount aggregating $3,000,000 or
more (exclusive of claims covered by insurance policies of the Borrower or any
of its Subsidiaries unless the insurers of such claims have disclaimed coverage
or reserved the right to disclaim coverage on such claims and exclusive of
claims covered by the indemnity of a financially responsible indemnitor in
favor of the Borrower or any of its Subsidiaries unless the indemnitor has
disclaimed or reserved the right to disclaim coverage thereof), give written
notice thereof to the Lender and in the case of any litigation described in
Section 8.1(E) a quarterly written status report of such litigation, and
provide such other information as may be reasonably available to enable Lender
to evaluate such matters; and (ii) in addition to the requirements set forth in
clause (i) of this Section 7.1(C), upon request of the Lender (which
request shall be made no more than once a quarter), promptly give written
notice of the status of any action, suit, proceeding, governmental
investigation or arbitration covered by a report delivered pursuant to clause (i)
above and provide such other information as may be reasonably available to it
that would not jeopardize any attorney-client privilege by disclosure to the
Lender to enable Lender and its counsel to evaluate such matters.

(D)     ERISA
Notices. Deliver or cause to be delivered to the Lender, at the Borrowers
expense, the following information and notices as soon as reasonably possible,
and in any event:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     within
 ten (10) Business Days after any member of the Controlled Group obtains
 knowledge that a Termination Event has occurred which could reasonably be
 expected to subject the Borrower or its Subsidiaries to liability
 individually or in the aggregate in excess of $3,000,000, a written statement
 of the chief financial officer of the Borrower describing such Termination
 Event and the action, if any, which the member of the Controlled Group has
 taken, is taking or proposes to take with respect thereto, and when known,
 any action taken or threatened by the IRS, DOL or PBGC with respect thereto;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (ii)     within
 ten (10) Business Days after the filing of any funding waiver request with
 the IRS, a copy of such funding waiver request and thereafter all
 communications received by the Borrower or a member of the Controlled Group
 with respect to such request within ten (10) Business Days such communication
 is received;                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iii)     within
 ten (10) Business Days after the Borrower or any member or the Controlled
 Group knows or has reason to know that (a) a Multiemployer Plan has been
 terminated, (b) the administrator or plan sponsor of a Multiemployer Plan
 intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or
 will institute                                                                                                                                                                                                                                                                                        

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| |                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | proceedings
 under Section 4042 of ERISA to terminate a Multiemployer Plan, a notice
 describing such matter; and                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                            
| | (iv)     within
 ten (10) Business Days after the Borrower or any member of the Controlled
 Group fails to make a required installment or any other required payment to a
 Benefit Plan which could result in the imposition of a lien under Section
 412(a) of the Code, a notice thereof.

For purposes of this Section 7.1 (D), the Borrower and any
member of the Controlled Group shall be deemed to know all facts known by the
administrator of any Plan of which the Borrower or any member of the Controlled
Group is the plan sponsor.

(E)     Labor
Matters. Notify the Lender in writing, promptly upon an Authorized Officer
of the Borrower learning of (i) any material labor dispute to which the
Borrower or any of its Subsidiaries may become a party, including, without
limitation, any strikes, lockouts or other disputes relating to such Persons
plants and other facilities, which dispute would reasonably be expected to have
a Material Adverse Effect and (ii) any Worker Adjustment and Retraining
Notification Act liability incurred with respect to the closing of any plant or
other facility of the Borrower or any of its Subsidiaries which would
reasonably be expected to have a Material Adverse Effect.

(F)     Other
Indebtedness. Deliver to the Lender (i) a copy of each regular report,
notice or communication regarding potential or actual defaults (including any
accompanying officers certificate) delivered by or on behalf of the Borrower
to the holders of funded Indebtedness with an aggregate outstanding principal
amount in excess of $2,000,000 pursuant to the terms of the agreements
governing such Indebtedness, such delivery to be made at the same time and by
the same means as such notice of default is delivered to such holders, and (ii)
a copy of each notice or other communication received by the Borrower from the
holders of funded Indebtedness with an aggregate outstanding principal amount
in excess of $2,000,000 regarding potential or actual defaults pursuant to the
terms of such Indebtedness, such delivery to be made promptly after such notice
or other communication is received by the Borrower.

(G)     Other
Reports. Deliver or cause to be delivered to the Lender copies of (i) all
financial statements, reports and notices, if any, sent by the Borrower to its
securities holders or filed with the Commission by the Borrower, and (ii) all
notifications received from the Commission by the Borrower or its Subsidiaries
pursuant to the Securities Exchange Act of 1934 and the rules promulgated
thereunder. The Borrower shall include the Lender on its standard distribution
lists for all press releases made available generally by the Borrower to the
public concerning material developments in the business of the Borrower or any
such Subsidiary.

(H)     Environmental
Notices. As soon as possible and in any event within twenty (20) days after
receipt by the Borrower, deliver or cause to be delivered a copy of (i) any
notice or claim to the effect that the Borrower or any of its Subsidiaries is
or may be liable to any Person as a result of the Release by the Borrower, any
of its Subsidiaries, or any other Person of any Contaminant into the
environment, and (ii) any notice alleging any violation of any Environmental,
Health or Safety Requirements of Law by the Borrower or any of its Subsidiaries

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if, in either case, such notice or claim relates to an event which
could reasonably be expected to subject the Borrower and each of its
Subsidiaries to liability individually or in the aggregate in excess of
$3,000,000.

(I)     Other
Information. Promptly upon receiving a request therefor from the Lender,
prepare and deliver to Lender such other information with respect to the
Borrower, any of its Subsidiaries, as from time to time may be reasonably
requested by the Lender.

(J)     Notice of Satisfaction of and Compliance
with Release Covenants. If Borrower satisfies and is otherwise in
compliance with the Release Covenants, it shall furnish to Lender a compliance
certificate in the form of Exhibit F-1 or Exhibit F-2, as applicable, to
the Credit Agreement signed by the Borrowers Chief Financial Officer
demonstrating compliance with the Release Covenants. The Lender shall promptly
review such compliance certificate for acceptability and notify Borrower of its
acceptance or rejection thereof, as applicable. In the event of Lenders
acceptance of such certificate, Lender shall promptly deliver, at the request
of Borrower, all documentation reasonably necessary to release the security
interest and liens of the Collateral.

7.2      Affirmative
Covenants.

(A)     Corporate
Existence, Etc. Except as permitted pursuant to Section 7.3(I), the
Borrower shall, and shall cause each of its Subsidiaries to, at all times
maintain its valid existence and (to the extent such concept applies to such
entity) in good standing as a corporation, partnership or limited liability
company in its jurisdiction of incorporation or organization, as the case may
be, and preserve and keep, or cause to be preserved and kept, in full force and
effect its rights and franchises material to its businesses, unless, in the
good faith judgment of the Borrower, the failure to preserve any such rights or
franchises would not reasonably be expected to have a Material Adverse Effect.

(B)     Corporate
Powers; Conduct of Business. The Borrower shall, and shall cause each of
its Subsidiaries to, qualify and remain qualified to do business in each
jurisdiction in which the nature of its business requires it to be so qualified
and where the failure to be so qualified will have or would reasonably be
expected to have a Material Adverse Effect.

(C)     Compliance
with Laws, Etc. The Borrower shall, and shall cause its Subsidiaries to,
(a) comply with all Requirements of Law (including, without limitation, Section
302 and Section 906 of the Sarbanes-Oxley Act of 2002) and all restrictive
covenants affecting such Person or the business, properties, assets or
operations of such Person, and (b) obtain as needed all permits necessary for
its operations and maintain such permits in good standing, unless failure to
comply with such Requirements of Law or such covenants or to obtain or maintain
such permits would not reasonably be expected to have a Material Adverse
Effect.

(D)     Payment
of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause
each of its Subsidiaries to pay, (i) all material taxes, assessments and other
governmental charges imposed upon it or on any of its properties or assets or
in respect of any of its franchises, business, income or property before any
penalty accrues thereon, and (ii) all

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claims (including, without limitation, claims for labor, services,
materials and supplies) for sums which have become due and payable and which by
law have or may become a Lien (other than a Lien permitted by Section 7.3(C))
upon any of the Borrowers or such Subsidiarys property or assets, prior to
the time when any penalty or fine shall be incurred with respect thereto;
provided, however, that no such taxes, assessments and governmental charges
referred to in clause (i) above or claims referred to in clause (ii) above (and
interest, penalties or fines relating thereto) need be paid if (x) being
contested in good faith by appropriate proceedings diligently instituted and
conducted and if such reserve or other appropriate provision, if any, as shall
be required in conformity with generally accepted accounting principles as in
effect from time to time shall have been made therefor, or (y) the nonpayment
of all such taxes, assessments and other governmental charges would not reasonably
be expected to have a Material Adverse Effect.

(E)     Insurance.
The Borrower shall maintain for itself and its Subsidiaries, or shall cause
each of its Subsidiaries to maintain in full force and effect, such insurance
policies and programs as reflect coverage that is reasonably consistent with
prudent industry practice for companies operating in the same or similar
locations.

(F)     Inspection
of Property; Books and Records; Discussions. The Borrower shall permit and
cause each of the Borrowers Subsidiaries to permit, the Lender or any
authorized representative(s) designated by the Lender to visit and inspect any
of the properties of the Borrower or any of its Subsidiaries, to examine,
audit, check and make copies of their respective financial and accounting
records, books, journals, orders, receipts and any correspondence and other
data relating to their respective businesses or the transactions contemplated
hereby (including, without limitation, in connection with environmental
compliance, hazard or liability), and to discuss their affairs, finances and
accounts with their officers, all upon reasonable notice and at such reasonable
times during normal business hours, as often as may be reasonably requested.
The Borrower shall keep and maintain, in all material respects, proper books of
record and account on a consolidated basis in which entries in conformity with
GAAP shall be made of all dealings and transactions in relation to their
respective businesses and activities. The Borrower shall cause each of its
Subsidiaries to keep and maintain, in all material respects, proper books of
record and account. If a Default has occurred and is continuing, the Borrower,
upon the Lenders request, shall provide copies of such records to the Lender
or its representatives.

(G)     ERISA
Compliance. The Borrower shall, and shall cause each of its Subsidiaries
to, maintain and operate all Plans to comply in all material respects with the
provisions of ERISA and shall operate all Plans and Non-ERISA Commitments to
comply in all material respects with the applicable provisions of the Code, all
other applicable laws, and the regulations and interpretations thereunder and
the respective requirements of the governing documents for such Plans and
Non-ERISA Commitments, unless the failure to maintain, operate and comply with
the foregoing, as applicable, would not reasonably be expected to subject
Borrower or its Subsidiaries to a liability in excess of $3,000,000.

(H)     Maintenance
of Property. The Borrower shall cause all material property used in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in adequate condition, repair and working order and supplied with all
necessary equipment and

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shall cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Borrower
may be necessary so that the business carried on in connection therewith may be
properly conducted at all times; provided, however, that nothing in this Section
7.2(H) shall prevent the Borrower from discontinuing the operation or
maintenance of any of such property if such discontinuance is, in the judgment
of the Borrower, desirable in the conduct of its business or the business of
any Subsidiary.

(I)     Environmental
Compliance. The Borrower and its Subsidiaries shall comply with all Environmental,
Health or Safety Requirements of Law, except where noncompliance will not have
or is not reasonably likely to subject the Borrower or any of its Subsidiaries
to liability, individually or in the aggregate, in excess of $3,000,000.

(J)     Use
of Proceeds. The Borrower shall use the proceeds of the Revolving Loans for
the refinancing of existing debt and for working capital and general corporate
purposes of the Borrower and its Subsidiaries. The Borrower will not, nor will
it permit any Subsidiary to, use any of the proceeds of the Loans to purchase
or carry any Margin Stock.

(K)     Subsidiary
Guarantees. The Borrower will, including in connection with a Permitted
Acquisition, (a) cause each Significant Domestic Incorporated Subsidiary or
Significant Foreign Incorporated Subsidiary to execute the Subsidiary Guaranty
(and from and after the Closing Date cause each Significant Domestic
Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary or any
other Subsidiary designated a Subsidiary Guarantor by Borrower, to execute and
deliver to the Lender, as promptly as possible, but in any event within sixty
(60) days after becoming a Significant Domestic Incorporated Subsidiary or
Significant Foreign Incorporated Subsidiary of the Borrower or being designated
a Subsidiary Guarantor by Borrower, as applicable, an executed Supplement to
become a Subsidiary Guarantor under the Subsidiary Guaranty in the form of
Annex I to Exhibit Z attached hereto (whereupon such Subsidiary shall
become a Subsidiary Guarantor under this Agreement)), and (b) deliver and
cause each such Subsidiary to deliver corporate resolutions, opinions of
counsel, and such other corporate documentation as the Lender may reasonably
request, all in form and substance reasonably satisfactory to the Lender; provided,
however, that upon the Borrowers written request of and certification
to the Lender that a Domestic Incorporated Subsidiary or Significant Foreign
Incorporated Subsidiary is no longer a Significant Domestic Incorporated
Subsidiary or Significant Foreign Incorporated Subsidiary or that a designated
Subsidiary Guarantor is no longer designated as a Subsidiary Guarantor, the
Lender shall release such Domestic Incorporated Subsidiary, Significant Foreign
Incorporated Subsidiary or designated Subsidiary from its duties and
obligations under the Subsidiary Guaranty; provided, further,
that if such Domestic Incorporated Subsidiary or Significant Foreign
Incorporated Subsidiary subsequently qualifies as a Significant Domestic
Incorporated Subsidiary or Significant Foreign Incorporated Subsidiary, it
shall be required to re-execute the Subsidiary Guaranty. Notwithstanding the
above to the contrary, with respect to a Significant Foreign Incorporated
Subsidiary (or a Subsidiary that is not a Domestic Incorporated Subsidiary but
is designated as a Subsidiary Guarantor), Borrower may deliver, in lieu of a
Subsidiary Guaranty, a pledge agreement, in form and substance acceptable to
the Lender, pledging no more than sixty-five percent (65%) of the voting stock
of such Subsidiary to the Lender.

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(L)     Reaffirmation
of Subsidiary Guaranty. Each of the Guarantors including, without
limitation, Spin-Cast Plastics, Inc. hereby expressly (a) consents to the
execution by the Borrower and the Lender of this Agreement, (b) acknowledge
that the Guaranteed Obligations (as defined in the Subsidiary Guaranty)
includes all of the obligations and liabilities owing from the Borrower to the
Lender under and pursuant to this Agreement, as amended from time to time,
including, but not limited to, the obligations of the Borrower to Lender as
evidenced by the Revolving Loan Notes, as modified, extended and/or replaced
from time to time, (c) reaffirms, assumes and binds itself in all respects to
all of the obligations, liabilities, duties, covenants, terms and conditions
that are contained in the Subsidiary Guaranty, (d) agrees that all such
obligations and liabilities under the Subsidiary Guaranty shall continue in
full force and effect and shall not be discharged, limited, impaired or
affected in any manner whatsoever, except as expressly provided in the
Subsidiary Guaranty, (e) represents and warrants that each of the
representations and warranties made by such Guarantor in any of the documents
executed in connection with the Loans remain true and correct as of the date
hereof, in each case as amended by the information provided in any report or
notice delivered by the Borrower to the Lender pursuant to Section 7.1 of the
Credit Agreement, and (f) represents and warrants that the organization
documents, borrowing resolutions and incumbency certificates of such Guarantor
have not been changed or amended since the most recent date that certified
copies thereof were delivered to the Lender. Spin-Cast Plastics, Inc. hereby
agrees to become a party to and a Subsidiary Guarantor under the Subsidiary
Guaranty and a Debtor under the Security Agreement and be bound by and
obligated respectively as a Subsidiary Guarantor and Debtor thereunder. This
Reaffirmation and an Amendment to the Subsidiary Guaranty shall be evidenced by
the Reaffirmation and Amendment of Subsidiary Guaranty in the form of Exhibit
Z-1 attached hereto.

(M)     Pledge of Stock of Spin-Cast Plastics, Inc.
Energy Absorption Systems, Inc. agrees to pledge to the Lender the capital
stock of Spin-Cast Plastics, Inc., pursuant to the terms of the Subsidiary
Stock Pledge Agreement (Energy Absorption Systems, Inc.), as amended by the
Reaffirmation and Amendment thereof, dated as of the date hereof.

7.3      Negative
Covenants.

(A)     Indebtedness.
Neither the Borrower nor any of its Subsidiaries shall directly or indirectly
create, incur, assume or otherwise become or remain directly or indirectly
liable with respect to any Indebtedness, except:

(i)       the
Obligations;

(ii)      Permitted
Existing Indebtedness and Permitted Refinancing Indebtedness;

(iii)     Indebtedness
in respect of obligations secured by Customary Permitted Liens;

(iv)     Indebtedness
constituting Contingent Obligations permitted by Section 7.3(E);

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v)     Indebtedness
arising from intercompany loans and advances to any Subsidiary, other than to
a Significant Domestic Incorporated Subsidiary or to any Subsidiary which has
executed and delivered to the Lender, a Subsidiary Guaranty, in an aggregate
principal amount not to exceed a Dollar Amount equal to $3,000,000 at any
time; provided, that such intercompany loans and advances shall be subject to
the subordination provisions of Section 10.14 of this Agreement and Section 6 of the Subsidiary Guaranty;                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (vi)      Indebtedness
in respect of Hedging Obligations permitted under Section 7.3(M);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (vii)     Indebtedness
 with respect to surety, appeal and performance bonds obtained by the Borrower
 or any of its Subsidiaries in the ordinary course of business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (viii)    Indebtedness
 consisting of the Subordinated Debt; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (ix)       secured
or unsecured purchase money Indebtedness (including Capitalized Leases)
incurred by the Borrower or any of its Subsidiaries to finance the
acquisition of assets used in its business, if (1) at the time of such
incurrence no Default or Unmatured Default has occurred and is continuing or
would result from such incurrence, (2) such Indebtedness does not exceed the
lower of the fair market value or the cost of the applicable assets on the
date acquired, (3) such Indebtedness does not exceed $5,000,000 in the
aggregate outstanding at any time, and (4) any Lien securing such
Indebtedness is permitted under Section 7.3(C).

(B)     Sales
of Assets. Neither the Borrower nor any of its Subsidiaries shall consummate
any Asset Sale, except:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)         transfers
 of assets between the Borrower and any wholly-owned Subsidiary of the
 Borrower or between wholly-owned Subsidiaries of the Borrower not otherwise
 prohibited by this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)        sales
 of inventory and licenses of intellectual property, each in the ordinary course
 of business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii)       the
 disposition in the ordinary course of business of equipment that is obsolete,
 excess, or no longer used or useful in the Borrowers or any Subsidiarys
 business;                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iv)       sales, assignments,
 transfers, leases, conveyances or other dispositions of other assets if such
 transaction (a) is for not less than fair market value (as determined in good
 faith by the Borrowers management or board of directors) and (b) when
 combined with all such other transactions (each such transaction being valued
 at book value) during the then current fiscal year, represents the
 disposition of assets with an aggregate book value not greater than 10% of
 the aggregate book value of Consolidated Assets as of the end of the
 immediately preceding fiscal year. If the

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| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | proceeds resulting from an Asset Sale are used by the Borrower or the
applicable Subsidiary within 180 days of the date on which such proceeds
arose to acquire property of a similar nature to be used in the Borrowers or
such Subsidiarys ordinary course of business, then, only for purposes of
determining compliance with this Section 7.3(B)(iv), such Asset Sale shall
not be included in such determination.

(C)     Liens.
Neither the Borrower nor any of its Subsidiaries shall directly or indirectly
create, incur, assume or permit to exist any Lien on or with respect to any of
their respective property or assets except:

| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)         Liens
 created by the Loan Documents or otherwise securing the Obligations;                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii)        Permitted Existing Liens;                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iii)      Customary
 Permitted Liens;                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (iv)       purchase
money Liens (including the interest of a lessor under a Capitalized Lease and
Liens to which any property is subject at the time of the Borrowers
acquisition thereof) securing Indebtedness permitted pursuant to Section
7.3(A)(ix); provided that such Liens shall not apply to any property of the
Borrower or its Subsidiaries other than that purchased or subject to such
Capitalized Lease;
| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (v)        Liens
with respect to property acquired by the Borrower or any of its Subsidiaries
after the Closing Date (and not created in contemplation of such acquisition)
pursuant to a Permitted Acquisition; provided, that such Liens shall extend
only to the property so acquired;                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (vi)       Liens
 securing the non-delinquent performance of surety, appeal and performance
 bonds obtained by the Borrower or any Subsidiary in the ordinary course of
 business; and                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (vii)      other
 Liens securing Indebtedness not to exceed $3,000,000 in the aggregate.                                                                                                                                                                                                                                                                                                                                

In addition, neither the Borrower nor any of its Subsidiaries shall
become a party to any agreement, note, indenture or other instrument, or take
any other action, which would prohibit the creation of a Lien on any of its
properties or other assets in favor of the Lender, as collateral for the
Obligations.

(D)     Investments.
Except to the extent permitted pursuant to paragraph (G) below, neither the
Borrower nor any of its Subsidiaries shall directly or indirectly make or own
any Investment except:

| |                                                     
| | ----------------------------------------------------
| | (i)       Investments
 in cash and Cash Equivalents;
| |                                                     
| | (ii)      Permitted
 Existing Investments;          

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| |                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)     Investments
 in trade receivables or received in connection with the bankruptcy or reorganization
 of suppliers and customers and in settlement of delinquent obligations of,
 and other disputes with, customers and suppliers arising in the ordinary
 course of business;
| |                                                                                                                                                                                                                                                                                       
| | (iv)       Investments consisting of
 deposit accounts maintained by the Borrower and its Subsidiaries;                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                       
| | (v)        Investments
 in any Subsidiary Guarantor;                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                       
| | (vi)       Investments constituting Permitted Acquisitions;                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                       
| | (vii)      Investments
constituting Indebtedness permitted by Section 7.3(A), Contingent Obligations
permitted by Section 7.3(E) or Restricted Payments permitted by Section 7.3(F);                                                                                                  
| |                                                                                                                                                                                                                                                                                       
| | (viii)     Investments
 consisting of any right of the Borrower or its wholly-owned Domestic Incorporated
 Subsidiaries to payment for goods sold or for services rendered, whether or
 not it has been earned by performance;                                                        
| |                                                                                                                                                                                                                                                                                       
| | (ix)       Investments in addition to
those referred to elsewhere in this Section 7.3(D) in an aggregate amount not
to exceed $3,000,000 at any time outstanding.                                                                                                                     

(E)     Contingent
Obligations. Neither the Borrower nor any of its Subsidiaries shall directly or
indirectly create or become or be liable with respect to any Contingent
Obligation, except: (i) recourse obligations resulting from endorsement of
negotiable instruments for collection in the ordinary course of business; (ii)
Permitted Existing Contingent Obligations; (iii) obligations, warranties,
guarantees and indemnities, not relating to Indebtedness of any Person, which
have been or are undertaken or made in the ordinary course of business and not
for the benefit of or in favor of an Affiliate of the Borrower or such
Subsidiary; (iv) Contingent Obligations with respect to surety, appeal and
performance bonds obtained by the Borrower or any Subsidiary in the ordinary
course of business; (v) Contingent Obligations of the Subsidiary Guarantors
under the Subsidiary Guaranty; (vi) obligations arising under or related to the
Loan Documents; (vii) Contingent Obligations in respect of representations and
warranties customarily given in respect of Asset Sales otherwise permitted
hereunder; and (viii) Contingent Obligations, in an aggregate amount not to
exceed $3,000,000, arising as a result of the guaranty of any Indebtedness not
described in clauses (i) through (ix) hereof and otherwise permitted under
Section 7.3(A).

(F)     Restricted
Payments. The Borrower shall not declare or make any Restricted Payment if
either a Default or an Unmatured Default shall have occurred and be continuing
at the date of declaration or payment thereof or would result therefrom
provided Borrower shall not make, without the prior written consent of the
Lender, any Restricted Payment with the proceeds of any Revolving Loan to any
Subordinated Debt of Borrower as defined under subsection (iii) of the
definition of Restricted Payment in Section 1.1 of the Agreement (other than
for accrued interest).

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(G)    Conduct
of Business; Subsidiaries; Acquisitions. Neither the Borrower nor any of
its Subsidiaries shall engage in any business other than the businesses engaged
in by the Borrower on the date hereof and any business or activities which are
reasonably similar, related or incidental thereto or logical extensions
thereof. The Borrower shall not create, acquire or capitalize any Subsidiary
after the date hereof unless (i) no Default or Unmatured Default which is not
being cured shall have occurred and be continuing or would result therefrom;
(ii) after such creation, acquisition or capitalization, all of the
representations and warranties contained herein shall be true and correct in
all material respects (unless such representation and warranty is made as of a
specific date, in which case, such representation or warranty shall be true in
all material respects as of such date); and (iii) after such creation,
acquisition or capitalization the Borrower shall be in compliance with the
terms of Section 7.2(K) and Section 7.3(L). The Borrower shall
not make any Acquisitions without approval by the Lender prior to the
Collateral Release Date provided thereafter, that Borrower shall not need the
approval of the Lender to make Permitted Acquisitions (as defined below) of up
to (x) $5,000,000 in aggregate purchase price in the first twelve month period
immediately following the Collateral Release Date, (ii) $10,000,000 in
aggregate purchase price thereafter. For purposes of this Agreement, Permitted
Acquisitions are Acquisitions meeting the following requirements or otherwise
approved by the Lenders:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)       no
 Default or Unmatured Default shall have occurred and be continuing or would
 result from such Acquisition or the incurrence of any Indebtedness in
 connection therewith;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (ii)      the
 purchase is consummated pursuant to a negotiated acquisition agreement on a
 non-hostile basis;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iii)     the
 Borrower shall deliver to the Lender a certificate from one of the Authorized
 Officers, demonstrating to the reasonable satisfaction of the Lender that
 after giving effect to such Acquisition and the incurrence of any Indebtedness
 permitted by Section 7.3(A) in connection therewith, on a pro forma
 basis using, for any Acquisition, historical financial statements, as if the
 Acquisition and such incurrence of Indebtedness had occurred on the first day
 of the twelve-month period ending on the last day of the Borrowers most
 recently completed fiscal quarter, the Borrower would have been in compliance
 with the financial covenants in Section 7.4 applicable on such date
 and not otherwise in Default;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iv)     after
 giving effect to such Acquisition, Borrower must demonstrate pro forma
 compliance with all financial covenants under Section 7.4 applicable on
 such date hereof; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (v)      the
 businesses being acquired shall be reasonably similar, related or incidental
 to, or a logical extension of, the businesses or activities engaged in by the
 Borrower on the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

(H)    Transactions
with Affiliates. Neither the Borrower nor any of its Subsidiaries shall
directly or indirectly enter into or permit to exist any transaction
(including,

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without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with any Affiliate of the Borrower,
on terms that are (a) not authorized by the Board of Directors or (b) less
favorable to the Borrower or any of its Subsidiaries, as applicable, than those
that might be obtained in an arms length transaction at the time from Persons
who are not such an Affiliate, except for (i) Restricted Payments permitted by Section
7.3(F), (ii) Investments permitted by Section 7.3(D), (iii)
transactions in the ordinary course of business and pursuant to the reasonable
requirements of the Borrowers or such Subsidiarys business and (iv) loans and
advances to employees in the ordinary course of business in an aggregate amount
not to exceed $500,000.

(I)     Restriction
on Fundamental Changes. Neither the Borrower nor any of its Subsidiaries
shall enter into any merger or consolidation, or liquidate, wind-up or dissolve
(or suffer any liquidation or dissolution), or convey, lease, sell, transfer or
otherwise dispose of, in one transaction or series of transactions, all or substantially
all of the Borrowers consolidated business or property, whether now or
hereafter acquired, except (i) transactions permitted under Sections 7.3(B).
7.3(D) or 7.3(G) and, (ii) a Subsidiary of the Borrower may be
merged into or consolidated with the Borrower (in which case the Borrower shall
be the surviving corporation) or any wholly-owned Domestic Incorporated
Subsidiary of the Borrower, and (iii) any liquidation of any Subsidiary of the
Borrower into the Borrower or another Subsidiary of the Borrower, as
applicable.

(J)     Margin
Regulations. Neither the Borrower nor any of its Subsidiaries, shall use
all or any portion of the proceeds of any credit extended under this Agreement
to purchase or carry Margin Stock.

(K)    ERISA.
The Borrower shall not:

| |                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)       permit
 to exist any accumulated funding deficiency (as defined in Sections 302 of
 ERISA and 412 of the Code), with respect to any Benefit Plan, whether or not
 waived;                                           
| |                                                                                                                                                                                                                               
| | (ii)      terminate,
 or permit any Controlled Group member to terminate, any Benefit Plan which
 would result in liability of the Borrower or any Controlled Group member
 under Title IV of ERISA; or                       
| |                                                                                                                                                                                                                               
| | (iii)     fail,
 or permit any Controlled Group member to fail, to pay any required
 installment or any other payment required under Section 412 of the Code on or
 before the due date for such installment or other payment;

except where such transactions, events, circumstances, or failures are
not, individually or in the aggregate, reasonably expected to result in
liability individually or in the aggregate in excess of $3,000,000.

(L)     Domestic
Incorporated Subsidiary Covenants. The Borrower will not, and will not
permit any Domestic Incorporated Subsidiary to, create or otherwise cause to
become effective any consensual encumbrance or restriction of any kind on the
ability of any Domestic

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Incorporated Subsidiary to pay dividends or make any other distribution
on its stock, or make any other Restricted Payment, pay any Indebtedness or
other Obligation owed to the Borrower or any other Domestic Incorporated
Subsidiary, make loans or advances or other Investments in the Borrower or any
other Domestic Incorporated Subsidiary, or sell, transfer or otherwise convey
any of its property to the Borrower or any other Domestic Incorporated
Subsidiary other than pursuant to (i) applicable law, (ii) this Agreement or
the other Loan Documents or (iii) restrictions imposed by the holder of a Lien
permitted by Section 7.3(C).

(M)    Hedging
Obligations. The Borrower shall not and shall not permit any of its
Subsidiaries to enter into any interest rate, commodity or foreign currency
exchange, swap, collar, cap or similar agreements evidencing Hedging
Obligations, other than interest rate, foreign currency or commodity exchange,
swap, collar, cap or similar agreements entered into by the Borrower or such
Subsidiary pursuant to which the Borrower or such Subsidiary has hedged its
reasonably estimated interest rate, foreign currency or commodity exposure,
which are non-speculative in nature. Such permitted hedging agreements shall be
entered into by the Borrower only with Lender or any affiliate of the Lender
and are herein referred to as Hedging Agreements.

(N)     Issuance
of Disqualified Stock. From and after the Closing Date, neither the
Borrower, nor any of its Subsidiaries shall issue any Disqualified Stock unless
after giving effect to the next sentence, such Disqualified Stock and
Indebtedness is issued in accordance with the terms of this Agreement. All
issued and outstanding Disqualified Stock shall be treated as Indebtedness for
all purposes of this Agreement (and as funded Indebtedness for purposes of Section
7.1(F)), and the amount of such deemed Indebtedness shall be the aggregate
amount of the liquidation preference of such Disqualified Stock.

(O)     Banking
Relationship. Borrower covenants and agrees at all times during the term of
this Agreement, to utilize the Lender as its primary bank of account and
depository for all financial services, including all receipts, disbursements,
cash management and related services except Borrower may maintain operating
accounts with financial institutions other than the Lender with aggregate
balances not to exceed $2,000,000.

7.4     Financial Covenants. The Borrower shall comply with the
following:

(A)     Maximum
Senior Leverage Ratio. Prior to and after the Collateral Release Date, the
Borrower and its consolidated Subsidiaries shall not permit the ratio (the Senior
Leverage Ratio) of (i) total Senior Indebtedness (including the Letters of
Credit) of the Borrower and its consolidated Subsidiaries to (ii) EBITDA to be
greater than 2.75 to 1.00 on a trailing twelve month basis, beginning with the
Fiscal Quarter ending June 30, 2006, and for each fiscal quarter thereafter.
The Senior Leverage Ratio shall be calculated, in each case, determined as of
the last day of each applicable Fiscal Quarter of the Borrower based upon (a)
for Indebtedness, Indebtedness as of the last day of each such fiscal quarter;
and (b) for EBITDA, the actual amount for the Last Twelve-Month Period. Senior
Indebtedness shall mean all Indebtedness of Borrower and its Subsidiaries
other than the Subordinated Debt.

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(B)     Minimum
Consolidated Net Worth. After the Collateral Release Date, the Borrower
shall not permit its Consolidated Net Worth at any time to be less than the sum
of 85% of its Base Net Worth as of the Collateral Release Date, plus 50% of
Borrowers positive Consolidated Net Income for each fiscal year thereafter.
Base Net Worth shall mean Borrowers book Net Worth as of the Collateral
Release Date. With Lenders written approval, certain non cash items may be
excluded from this Net Worth Test computation.

(C)     Minimum
Excess Collateral Availability. Prior to the Collateral Release Date, the
Borrower and its consolidated Subsidiaries shall maintain at all times minimum
excess availability under the Borrowing Base Amount through June 30, 2006, of
not less than $8,000,000, and thereafter of not less than $5,000,000.

(D)     Fixed
Charge Coverage Ratio. After the Collateral Release Date, the Borrower and
its consolidated Subsidiaries shall not permit the ratio (Fixed Charge
Coverage Ratio), for any period, of (i) EBITDA, minus Capital Expenditures and
Patent Expenditures to (ii) the sum of cash Interest Expense, plus scheduled
payments of the principal portion of all other Indebtedness for borrowed money
for such period (excluding payments on the Revolving Loans), plus dividends and
distributions paid for such period, and taxes paid for such period, as measured
on a trailing twelve month basis, of not less than 1.20 to 1.00 for each of the
fiscal quarters thereafter. For purposes of this Agreement, Patent
Expenditures shall mean expenditures of a Person relating to its obtaining,
acquiring and defending patents.

(E)     Maximum
Total Leverage Ratio. At all times, after the Collateral Release Date, the
Borrower and its consolidated Subsidiaries shall not permit the ratio (Total
Leverage Ratio) of (i) total Indebtedness (including Letters of Credit) to
(ii) EBITDA, to be greater than 4.5 to 1.0 on a trailing twelve month basis for
each fiscal quarter thereafter.

ARTICLE VIII: DEFAULTS

8.1     Defaults. Each of the following occurrences shall
constitute a Default under this Agreement:

(A)     Failure
to Make Payments When Due. The Borrower shall (i) fail to pay when due any
of the Obligations consisting of principal with respect to the Loans or
Reimbursement Obligations and such failure shall remain unremedied for a period
of three (3) days or (ii) shall fail to pay within five (5) Business Days of
the date when due any of the other Obligations under this Agreement or the
other Loan Documents.

(B)     Breach
of Certain Covenants. The Borrower shall fail duly and punctually to
perform or observe any agreement, covenant or obligation binding on the
Borrower under:

(i)       Sections
7.1 or 7.2 and such failure shall continue unremedied for fifteen (15) days, or

(ii)      Sections
7.3 or 7.4.

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(C)     Breach
of Representation or Warranty. Any representation or warranty made or
deemed made by the Borrower to the Lender or by the Borrower or any of its
Subsidiaries in any of the other Loan Documents or in any statement or
certificate at any time given by any such Person pursuant to any of the Loan
Documents shall be false or misleading in any material respect on the date as
of which made (or deemed made).

(D)     Other
Defaults. The Borrower shall default in the performance of or compliance
with any term contained in this Agreement (other than as covered by paragraphs
(A) or (B) of this Section 8.1), or the Borrower or any of its
Subsidiaries shall default in the performance of or compliance with any term
contained in any of the other Loan Documents, and such default shall continue
for thirty (30) days after the occurrence thereof.

(E)     Default
as to Other Indebtedness. The Borrower or any of its Subsidiaries shall
fail to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) with respect to any Indebtedness
(other than Indebtedness hereunder, but including, without limitation,
Disqualified Stock), beyond any period of grace provided with respect thereto,
which individually or together with other such Indebtedness as to which any
such failure exists has an aggregate outstanding principal amount in excess of
[$2,000,000]; or any breach, default or event of default shall occur, or any
other condition shall exist under any instrument, agreement or indenture
pertaining to any such Indebtedness having such aggregate outstanding principal
amount, beyond any period of grace, if any, provided with respect thereto, if
the effect thereof is to cause an acceleration, mandatory redemption, a
requirement that the Borrower offer to purchase such Indebtedness or other
required repurchase of such Indebtedness, or permit the holder(s) of such
Indebtedness to accelerate the maturity of any such Indebtedness; or require a
redemption or other repurchase of such Indebtedness or any such Indebtedness
shall be otherwise declared to be due and payable (by, acceleration or
otherwise) or required to be prepaid, redeemed or otherwise repurchased by the
Borrower or any of its Subsidiaries (other than by a regularly scheduled
required prepayment) prior to the stated maturity thereof; provided however
that it shall not be a Default under this Section 8.1(E) with respect to any Indebtedness
the principal amount of which is $5,000,000 or less, if and so long as the
Borrower or its Subsidiary, as applicable, is in good faith contesting (i) the
occurrence of any asserted failure, breach, default, event of default, or other
acceleration, redemption, prepayment or repurchase event or (ii) its
obligations to pay such Indebtedness.

(F)     Involuntary
Bankruptcy; Appointment of Receiver, Etc.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     An
 involuntary case shall be commenced against the Borrower, any of the
 Borrowers Domestic Incorporated Subsidiaries, or any of the Borrowers
 Significant Foreign Subsidiaries and the petition shall not be dismissed,
 stayed, bonded or discharged within sixty (60) days after commencement of the
 case: or a court having jurisdiction in the premises shall enter a decree or
 order for relief in respect of the Borrower, any of the Borrowers Domestic
 Incorporated Subsidiaries, or any of the Borrowers Significant Foreign
 Subsidiaries in an involuntary case, under any applicable bankruptcy,
 insolvency or other similar law now or hereinafter in effect: or any other
 similar relief shall be granted under any applicable federal, state, local or
 foreign law.

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)     A
 decree or order of a court having jurisdiction in the premises for the
 appointment of a receiver, liquidator, sequestrator, trustee, custodian or
 other officer having similar powers over the Borrower, any of the Borrowers
 Domestic Incorporated Subsidiaries or any of the Borrowers Significant
 Foreign Subsidiaries or over all or a substantial part of the property of the
 Borrower, any of the Borrowers Domestic Incorporated Subsidiaries or any of
 the Borrowers Significant Foreign Subsidiaries shall be entered; or an
 interim receiver, trustee or other custodian of the Borrower, any of the
 Borrowers Domestic Incorporated Subsidiaries or any of the Borrowers
 Significant Foreign Subsidiaries or of all or a substantial part of the
 property of the Borrower, any of the Borrowers Domestic Incorporated
 Subsidiaries or any of the Borrowers Significant Foreign Subsidiaries shall
 be appointed or a warrant of attachment, execution or similar process against
 any substantial part of the property of the Borrower, any of the Borrowers
 Domestic Incorporated Subsidiaries or any of the Borrowers Significant
 Foreign Subsidiaries shall be issued and any such event shall not be stayed,
 dismissed, bonded or discharged within sixty (60) days after entry,
 appointment or issuance.

(G)    Voluntary
Bankruptcy: Appointment of Receiver, Etc. The Borrower, any of the
Borrowers Domestic Incorporated Subsidiaries or any of the Borrowers
Significant Foreign Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary
case, or to the conversion of an involuntary case to a voluntary case, under
any such law. (iii) consent to the appointment of or taking possession by a
receiver, trustee or other custodian for all or a substantial part of its
property, (iv) make any assignment for the benefit of creditors or (v) take any
corporate action to authorize any of the foregoing.

(H)     Judgments
and Attachments. Any money judgment(s) (other than a money judgment covered
by insurance as to which the applicable insurance company has not disclaimed or
reserved the right to disclaim coverage), writ or warrant of attachment, or
similar process against the Borrower or any of its Subsidiaries or any of their
respective assets involving in any single case or in the aggregate an amount in
excess of $3,000,000 is or are entered and shall remain undischarged,
unvacated, unbonded or unstayed for a period of sixty (60) days or in any event
later than fifteen (15) days prior to the date of any proposed sale thereunder.

(I)         Dissolution.
Any order, judgment or decree shall be entered against the Borrower decreeing
its involuntary dissolution or split up and such order shall remain
undischarged and unstayed for a period in excess of sixty (60) days or the
Borrower shall otherwise dissolve or cease to exist except as specifically
permitted by this Agreement.

(J)      Loan
Documents. At any time, for any, reason, any Loan Document that materially
affects the ability of the Administration Agent or any of the Lenders to
enforce the Obligations ceases to be in full force and effect or the Borrower
or any of the Borrowers Subsidiaries party thereto seek to repudiate their
respective obligations thereunder.

(K)    Termination
Event. Any Termination Event occurs which is reasonably likely to subject
either the Borrower or any member of its Controlled Group to liability in
excess of $3,000,000.

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(L)     Waiver
of Minimum Funding Standard. If the plan administrator of any Plan applies
under Section 412(d) of the Code for a waiver of the minimum funding standards
of Section 412(a) of the Code and any Lender believes the substantial business
hardship upon which the application for the waiver is based could reasonably be
expected to subject either the Borrower or any Controlled Group member to
liability in excess of $3,000,000.

(M)    Change
of Control. A Change of Control shall occur.

(N)     Environmental
Matters. The Borrower or any of its Subsidiaries shall be the subject of
any proceeding or investigation pertaining to (i) the Release by the Borrower
or any of its Subsidiaries of any Contaminant into the environment, (ii) the
liability of the Borrower or any of its Subsidiaries arising from the Release
by any other Person of any Contaminant into the environment, or (iii) any
violation of any Environmental, Health or Safety, Requirements of Law which by
the Borrower or any of its Subsidiaries, which, in any case, has or is
reasonably likely to subject the Borrower to liability (which is not covered by
undenied indemnification by a creditworthy indemnitor) in excess of $3,000,000.

(O)     Subsidiary
Guarantors Revocation. Any Subsidiary Guarantor of the Obligations shall
terminate or revoke any of its obligations under the Subsidiary Guaranty or
breach any of the material terms of the Subsidiary Guaranty.

A Default shall be deemed continuing until cured or until waived in
writing in accordance with Section 9.3.

ARTICLE IX: ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

9.1     Termination of Revolving Loan Commitments; Acceleration.
If any Default described in Section 8.1(F) or 8.1(G) occurs with
respect to the Borrower, the obligations of the Lender to make Loans hereunder
and to issue Letters of Credit hereunder shall automatically terminate and the
Obligations shall immediately become due and payable without any election or
action on the part of the Lender. If any other Default occurs, the Lender may
terminate or suspend its obligations to make Loans hereunder and to issue
Letters of Credit hereunder, or declare the Obligations to be due and payable,
or both, whereupon the Obligations shall become immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which the
Borrower expressly waives.

9.2     Preservation of Rights. No delay or omission of the
Lender to exercise any right under the Loan Documents shall impair such right
or be construed to be a waiver of any Default or an acquiescence therein, and
the making of a Loan or the issuance of a Letter of Credit notwithstanding the
existence of a Default or the inability of the Borrower to satisfy the
conditions precedent to such Loan or issuance of such Letter of Credit shall
not constitute any waiver or acquiescence. Any single or partial exercise of
any such right shall not preclude other or further exercise thereof or the
exercise of any other right, and no waiver, amendment or other variation of the
terms, conditions or provisions of the Loan Documents whatsoever shall be valid
unless in writing signed by the Lender and then only to the extent in such
writing specifically set forth. All remedies contained in the Loan Documents or
by law afforded shall be

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cumulative and all shall be available to the Lender until the
Obligations have been paid in full in cash.

9.3      Amendments. No amendment, modification, termination,
discharge or waiver of any provision of this Agreement or of any of the Loan
Documents, or consent to any departure by the Borrower there from, shall be in
writing and signed by the Lender and then such waiver or consent shall be
effective only for the specific purpose for which given.

ARTICLE X: GENERAL PROVISIONS

10.1     Survival of Representations. All representations and
warranties of the Borrower contained in this Agreement shall survive delivery
of this Agreement and the making of the Loans herein contemplated so long as
any principal, accrued interest, fees, or any other amount due and payable
under any Loan Document is outstanding and unpaid (other than contingent
reimbursement and indemnification obligations) and so long as the Commitments
have not been terminated.

10.2     Governmental Regulation. Anything contained in this
Agreement to the contrary notwithstanding, Lender shall not be obligated to
extend credit to the Borrower in violation of any limitation or prohibition
provided by any applicable statute or regulation.

10.3     Headings. Section headings in the Loan Documents are for
convenience of reference only. and shall not govern the interpretation of any
of the provisions of the Loan Documents.

10.4     Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrower and the Lender and supersede all
prior agreements and understandings among the Borrower and the Lender relating
to the subject matter thereof.

10.5     Benefits of this Agreement. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

10.6     Expenses; Indemnification.

(A)      Expenses.
The Borrower shall reimburse the Lender for any reasonable costs and
out-of-pocket expenses (including reasonable attorneys and paralegals fees
and time charges of attorneys and paralegals for the Lender which attorneys and
paralegals may be employees of the Lender) paid or incurred by the Lender in
connection with the preparation, negotiation, execution, delivery, syndication,
review, amendment, modification, and administration of the Loan Documents and
in connection with the collection of the Obligations and enforcement of the
Loan Documents.

(B)      Indemnity.
The Borrower further agrees to defend, protect, indemnify, and hold harmless
the Lender and each of its Affiliates, and Lenders and its Affiliates
respective officers, directors, trustees, investment advisors, employees,
attorneys and agents (including,

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without limitation, those retained in connection with the satisfaction
or attempted satisfaction of any of the conditions set forth in Article V)
(collectively, the Indemnitees), based upon its obligations, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses of any kind or nature
whatsoever (including, without limitation, the fees and disbursements of
counsel for such Indemnitees in connection with any investigative,
administrative or judicial proceeding, whether or not such Indemnitees shall be
designated a party thereto), imposed on. incurred by, or asserted against such
Indemnitees in any manner relating to or arising out of:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)      this
 Agreement or any of the other Loan Documents, or any act. event or
 transaction related or attendant thereto or to the making of the Loans, and
 the issuance of and participation in Letters of Credit hereunder, the
 management of such Loans or Letters of Credit, the use or intended use of the
 proceeds of the Loans or Letters of Credit hereunder, or any of the other
 transactions contemplated by the Loan Documents; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ii)     any
 liabilities, obligations, responsibilities, losses, damages, personal injury,
 death, punitive damages, economic damages, consequential damages, treble
 damages, intentional, willful or wanton injury, damage or threat to the
 environment, natural resources or public health or welfare, costs and
 expenses (including, without limitation, attorney, expert and consulting fees
 and costs of investigation, feasibility or remedial action studies), fines,
 penalties and monetary sanctions, interest, direct or indirect, known or
 unknown, absolute or contingent, past, present or future relating to
 violation of any Environmental, Health or Safety Requirements of Law arising
 from or in connection with the past, present or future operations of the
 Borrower, its Subsidiaries or any of their respective predecessors in
 interest, or, the past, present or future environmental, health or safety
 condition of any respective property of the Borrower or its Subsidiaries, the
 presence of asbestos-containing materials at any respective property of the
 Borrower or its Subsidiaries or the Release or threatened Release of any
 Contaminant into the environment (collectively, the Indemnified Matters);

provided, however, the Borrower shall
have no obligation to an Indemnitee hereunder with respect to Indemnified
Matters to the extent caused by or resulting from the willful misconduct or
gross negligence of such Indemnitee with respect to the Loan Documents, as
determined by the final non-appealable judgment of a court of competent
jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth
in the preceding sentence may be unenforceable because it is violative of any
law or public policy, the Borrower shall contribute the maximum portion which
it is permitted to pay and satisfy under applicable law, to the payment and
satisfaction of all Indemnified Matters incurred by the Indemnitees.

(C)     Waiver
of Certain Claims; Settlement of Claims. The Borrower further agrees to
assert no claim against any of the Indemnitees on any theory of liability
seeking consequential, special, indirect, exemplary or punitive damages. No
settlement shall be entered into by the Borrower or any of its Subsidiaries
with respect to any claim, litigation, arbitration or other proceeding relating
to or arising out of the transactions evidenced by this Agreement, the

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other Loan Documents unless such settlement releases all Indemnitees
from any and all liability with respect thereto.

(D)      Survival
of Agreements. The obligations and agreements of the Borrower under this Section
10.7 shall survive the termination of this Agreement.

10.7     Numbers of Documents. The Borrower will provide the
Lender with such additional copies of statements, notices, closing documents,
and requests hereunder, as the Lender may reasonably request.

10.8     Confidentiality. Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement
in confidence, except for disclosure (i) to its Affiliates who are expected to
be involved in the evaluation of such information and who are advised of the
confidential nature of the information, (ii) to legal counsel, accountants, and
other professional advisors to Lender, (iii) to regulatory officials, (iv) to
any Person as requested pursuant to or as required by law, regulation, or legal
process, (v) to any Person in connection with any legal proceeding to which
such Lender is a party, (vi) to such Lenders direct or indirect contractual
counterparties in Hedging Agreements or to legal counsel, accountants and other
professional advisors to such counterparties, (vii) permitted hereunder and
(viii) to rating agencies if requested or required by such agencies in
connection with a rating relating to the Loans hereunder.

10.9     Severability of Provisions. Any provision in any Loan
Document that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or
invalid without affecting the remaining provisions in that .jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

10.10    Nonliability of Lenders. The relationship between the
Borrower and the Lender shall be solely that of borrower and lender. The Lender
shall not have any fiduciary responsibilities to the Borrower. The Lender does
not undertake any responsibility to the Borrower to review or inform the
Borrower of any matter in connection with any phase of the Borrowers business
or operations.

10.11    GOVERNING LAW. ANY DISPUTE BETWEEN THE BORROWER AND THE
LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THE BORROWER AND THE LENDER IN CONNECTION WITH,
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE
INTERNAL LAWS (INCLUDING 735 ILCS SECTION 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT
REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

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10.12    CONSENT
TO JURISDICTION; SERVICE OF PROCESS: JURY TRIAL.

(A)     NON-EXCLUSIVE
JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN
CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR
THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT
OF THE LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY
OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE LENDER
OR ANY LENDER OR ANY AFFILIATE OF THE LENDER INVOLVING, DIRECTLY OR INDIRECTLY,
ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

(B)     SERVICE
OF PROCESS. THE BORROWER WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT AND
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY WRITS, PROCESS OR
SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE MAILING THEREOF BY THE
LENDER BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER
ADDRESSED AS PROVIDED HEREIN. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO
LIMIT THE ABILITY OF THE LENDER TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES
IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(C)     WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(D)     ADVICE
OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY HERETO THAT
IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF SECTION
10.7 AND THIS SECTION 10.13, WITH ITS COUNSEL.

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10.13     Subordination of Intercompany Indebtedness. The Borrower
agrees that any and all claims of the Borrower against any of its Subsidiary
Guarantors with respect to any indebtedness of any Subsidiary Guarantor to the
Borrower (Intercompany Indebtedness), any endorser, obligor or any
other Subsidiary Guarantor of all or any part of the Obligations, or against
any of its properties, including, without limitation, claims arising from liens
or security interests upon property, shall be subordinate and subject in right
of payment to the prior payment, in full and in cash, of all Obligations: provided
that, and not in contravention of the foregoing, so long as no Default has
occurred and is continuing the Borrower may make loans to and receive payments
in the ordinary course with respect to such Intercompany Indebtedness from each
such Subsidiary Guarantor to the extent permitted by the terms of this
Agreement and the other Loan Documents. Should any payment, distribution,
security or instrument or proceeds thereof be received by the Borrower upon or
with respect to the Intercompany Indebtedness in contravention of this
Agreement or the Loan Documents or after the occurrence of a Default,
including, without limitation, an event described in Section 8.1(F) or (G)
prior to the satisfaction of all of the Obligations (other than contingent
indemnity obligations) and the termination of all financing arrangements
pursuant to any Loan Document or Hedging Agreement among the Borrower and the
Lender (and its Affiliates), the Borrower shall receive and hold the same in
trust, as trustee, for the benefit of the holders of the Obligations and shall
forthwith deliver the same to the Lender, for the benefit of such Persons, in
precisely the form received (except for the endorsement or assignment of the
Borrower where necessary), for application to any of the Obligations, due or
not due, and, until so delivered, the same shall be held in trust by the
Borrower as the property of the holders of the Obligations. If the Borrower fails
to make any such endorsement or assignment to the Lender, the Lender or any of
its officers or employees are irrevocably authorized to make the same. The
Borrower agrees that until the Obligations involving the payment of monies
(other than the contingent indemnity obligations) have been paid in full (in
cash) and satisfied and all financing arrangements pursuant to any Loan
Document or Hedging Agreement among the Borrower and the Lenders (and its
Affiliates) have been terminated, the Borrower will not assign or transfer to
any Person (other than the Lender) any claim the Borrower has or may have
against any Subsidiary Guarantor.

10.14     Assignability. The Lender may at any time assign the
Lender rights in this Agreement, the Note, the Obligations, or any part thereof
and transfer the Lenders rights in any or all of the Collateral, and the
Lender thereafter shall be relieved from all liability with respect to such
Collateral. In addition, the Lender may at any time sell one or more
participations in the Loans. The Borrower may not sell or assign this
Agreement, or any other agreement with the Lender or any portion thereof,
either voluntarily or by operation of law, without the prior written consent of
the Lender. This Agreement shall be binding upon the Lender and the Borrower
and their respective legal representatives and successors. All references
herein to the Borrower shall be deemed to include any successors, whether
immediate or remote.

10.15     Customer Identification-USA Patriot Act Notice. The
Lender hereby notifies the Borrower that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001)
(the Act), and the Lenders policies and practices, the Lender is required to
obtain, verify and record certain information and documentation that identifies
the Borrower, which information includes the name and address of the Borrower
and

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such other information that will allow the Lender to identify the
Borrower in accordance with the Act.

ARTICLE XI: SETOFF, RATABLE PAYMENTS

11.1    Setoff. In addition to, and without limitation of, any
rights of the Lender under applicable law, if any Default occurs and is
continuing, any Indebtedness from Lender to the Borrower (including all account
balances, whether provisional or final and whether or not collected or
available) may be offset and applied toward the payment of the Obligations
owing to Lender, whether or not the Obligations, or any part hereof, shall then
be due. Notwithstanding the foregoing, at any time that any Obligations are
secured by real property located in California, Lender shall not exercise a
right of setoff, bankers lien or counterclaim or take any court or
administrative action or institute any proceeding to enforce any provision of
this Agreement or any Obligation that is not taken by the Lender if such setoff
or action or proceeding would or might (pursuant to the Collateral Documents or
the enforceability of the Obligations, and any attempted exercise by any Lender
of any such right shall be null and void. This Section shall be solely for the
benefit of each of the Lender hereunder.

11.2    Application of Payments. If the Borrower, prior to the
occurrence of a Default, has remitted a payment to the Lender without
indicating the Obligation to be reduced thereby, or at any time after the
occurrence of a Default, subject to the provisions of Section 9.2, the
Lender shall apply all payments and prepayments in respect of any Obligations
in the following order:

(A)     first,
to pay Obligations in respect of any fees, expenses, reimbursements or
indemnities then due to the Lender;

(B)     second,
to pay interest due in respect of Revolving Loans and L/C Obligations;

(C)     third,
to the payment or prepayment of principal outstanding on Revolving Loans and
Reimbursement Obligations in such order as the Lender may determine in its sole
discretion;

(D)     fourth,
to provide required cash collateral, if required pursuant to Section 3.11;
and

(E)     fifth,
to the payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to the
occurrence of a Default) by the Borrower, all principal payments in respect of
Loans shall be applied first, to repay outstanding Floating Rate Loans, and then
to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans
which have earlier expiring Interest Periods being repaid prior to those which
have later expiring Interest Periods.

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ARTICLE XII: NOTICES

12.1     Giving Notice. Except as otherwise permitted by Section
2.13 with respect to Borrowing/Election Notices, all notices and other
communications provided to any party hereto under this Agreement or any other
Loan Documents shall be in writing or by telex or by facsimile and addressed or
delivered to such party at its address set forth below its signature hereto or
at such other address as may be designated by such party in a notice to the other
parties. Any notice, if mailed and properly addressed with postage prepaid,
shall be deemed given when received; any notice, if transmitted by telex or
facsimile, shall be deemed given when transmitted (answer back confirmed in the
case of telexes).

12.2     Change of Address. Each of the Borrower and the Lender
may change the address for service of notice upon it by a notice in writing to
the other parties hereto, including, without limitation, Lender. Lender may
change the address for service of notice upon it by a notice in writing to the
Borrower and the Lender.

ARTICLE XIII: COUNTERPARTS

This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement shall be
effective when it has been executed by the Borrower.

The remainder of this page is intentionally
blank.

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Page 80

IN WITNESS WHEREOF, the Borrower and the
Lender have executed this Agreement as of the date first above written.

| |                       |                                                      | 
| | --------------------- | ---------------------------------------------------- | 
| | QUIXOTE
 CORPORATION,
| | as the
 Borrower     
| |                       |                                                     
| | By:                   | /s/Daniel P.
 Gorey                                  | 
| | Name:                 | Daniel P.
 Gorey                                    
| | Title:                | Vice
 President, Chief Financial Officer & Treasurer

| |                                 |                               
| | ------------------------------- | ------------------------------
| | Address:                        | Quixote
 Corporation          
| |                                 | Thirty Five
 East Wacker Drive
| |                                 | Chicago,
 Illinois 60601      
| | Attention:                      | Daniel P.
 Gorey              
| |                                
| | Telephone
 No.: (312) 467-6755 
| | Facsimile
 No.:  (312) 467-0197

| |                                                                              
| | -----------------------------------------------------------------------------
| | QUIXOTE
 TRANSPORTATION SAFETY, INC.                                         
| | TRANSAFE
 CORPORATION                                                        
| | ENERGY
 ABSORPTION SYSTEMS, INC.                                             
| | ENERGY
 ABSORPTION SYSTEMS (AL) LLC                                          
| | SURFACE
 SYSTEMS, INC.                                                       
| | NU-METRICS,
 INC.                                                            
| | HIGHWAY
 INFORMATION SYSTEMS, INC.                                           
| | U.S. TRAFFIC
 CORPORATION                                                    
| | (formerly
 known as Green Light Acquisition Corporation)                     
| | PEEK TRAFFIC
 CORPORATION, (formerly known as Vision Acquisition Corporation)
| | SPIN-CAST
 PLASTICS, INC., as Subsidiary Guarantors                          

| |                                               |                               | 
| | --------------------------------------------- | ----------------------------- | 
| | By:                                           | /s/Daniel
 P. Gorey           | 
| | Name:                                         | Daniel P.
 Gorey             
| | Title:                                        | Vice
 President and Treasurer
| |                                               |                              
| | LASALLE BANK
 NATIONAL ASSOCIATION, as Lender

| |        |                     | 
| | ------ | ------------------- | 
| | By:    | /s/Stephanie
 Kline | 
| | Name:  | Stephanie
 Kline   
| | Title: | Vice
 President    

|                                         |                               |                                   
|---------------------------------------- | ----------------------------- | ----------------------------------
|                                         | Address:                      | LaSalle Bank
 National Association
|                                         |                               | 135 South
 LaSalle Street         
|                                         |                               | Chicago,
 Illinois 60603          
|                                         | Attention:                    | Stephanie
 Kline                  
|                                         | Telephone No.: (312) 904-2771
|Facsimile
 No.:          (312)
 904-6546

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EXHIBIT A

FORM OF BORROWING/ELECTION NOTICE

Date: _______________________

|    |                                                                                                                                                                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|To: | LaSalle Bank National
 Association, as Lender (LaSalle Bank), under the Amended and Restated
 Credit Agreement, dated as of April 20, 2005 (as amended, modified or
 supplemented from time to time, the Loan Agreement), between QUIXOTE
 CORPORATION, and LASALLE BANK, as Lender.

Ladies and Gentlemen:

The
undersigned hereby refers to the Loan Agreement, the terms defined therein
being used herein as therein defined, and hereby gives you notice irrevocably
of the Revolving Loan specified below:

| |    |                                                                              | 
| | -- | ---------------------------------------------------------------------------- | 
| | 1. | The date of the requested
 Revolving Loan is ________, ____.                
| |    |                                                                              | 
| | 2. | The aggregate amount of the
 requested Revolving Loan is $_________________.
| |    |                                                                              | 
| | 3. | The requested Revolving Loan
 is a Floating Rate Advance.                   
| |    |                                                                              | 
| | 4. | For Conversions/Continuations:                                              

| |  |       |                                                                       
| |  | ----- | ----------------------------------------------------------------------
| |  | (i)   | The Conversion/Continuation
 Date is ___________;                     
| |  | (ii)  | Amount $_________ and Type
 [Floating Rate Loan/Eurodollar Rate Loan];
| |  | (iii) | Revolving Loan;                                                       
| |  | (iv)  | Number of Eurodollar Rate
 Loans _______________; and                 
| |  | (v)   | The duration of the Interest
 Period _______________.                 

| |    |                                                                                                                                                          | 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 5. | The duration of the Interest
 Period for the Eurodollar Rate Advance, if any, included in the Revolving
 Loan shall be ___ months (1, 2, 3 or 6 months).

The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the proposed Revolving Loan before and
after giving effect thereto and to the application of the proceeds therefrom:

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(a)      The
representations and warranties of the Borrower contained in the Loan Agreement
are true and correct as though made on and as of such date (other than
representations and warranties made as of a specific date, which are true and
correct as of that date);

| |                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)          No
 Default or Unmatured Default has occurred and is continuing, or would result
 after giving effect to such proposed Revolving Loan; and                                                                            
| |                                                                                                                                                                                                                                    
| | (c)          After
 giving effect to the requested Revolving Loan, the aggregate principal amount
 of the Revolving Loans and all Letters of Credit shall not exceed the
 Revolving Loan Commitment or Revolving Loan Availability.

| |                     |  |  |  | 
| | ------------------- |  |  |  | 
| | QUIXOTE CORPORATION
| |                    
| | By:                 |  | 
| | Name:               |  | 
| | Title:              |  | 

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EXHIBIT B

FORM OF REQUEST FOR LETTER OF
CREDIT

Date: _______________________

|    |                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|To: | LaSalle Bank National
 Association, as Lender (LaSalle Bank), under the Amended and Restated
 Credit Agreement, dated as of April 20, 2005 (as amended, modified or
 supplemented from time to time, the Loan Agreement), between QUIXOTE
 CORPORATION and LASALLE BANK, as Lender.

Ladies and Gentlemen:

The
undersigned hereby refers to the Loan Agreement, the terms defined therein
being used herein as therein defined, and hereby, requests and gives you notice
irrevocably to issue the Letter of Credit(s) specified below:

| |    |                                                                                      
| | -- | -------------------------------------------------------------------------------------
| | 1. | The date of issuance of the
 requested Letter of Credit is ___, ____.                
| |    |                                                                                      
| | 2. | The aggregate stated amount of
 the requested Letter of Credit is $_________________.
| |    |                                                                                      
| | 3. | The expiration date of the
 Letter of Credit is _____________.                       
| |    |                                                                                      
| | 4. | The beneficiary of the Letter
 of Credit is ___________________.                     

The
undersigned, simultaneously with delivery of this request, is delivering to the
Lender a completed application and letter of credit agreement.

The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the proposed Letter of Credit, as
applicable, before and after giving effect thereto and to the application of
the proceeds therefrom:

| |                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)          The
 representations and warranties of the Borrower contained in the Loan
 Agreement are true and correct as though made on and as of such date (other
 than representations and warranties made as of a specific date, which are
 true and correct as of that date);

(b)     No Default or
Unmatured Default has occurred and is continuing, or would result after giving
effect to such proposed Letter of Credit, as applicable; and

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| |                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c)        After
 giving effect to the requested Letter of Credit, the aggregate principal
 amount of the Letters of Credit and Revolving Loans shall not exceed the
 Aggregate Revolving Loan Commitment or Revolving Loan Availability.

| |                     |  |  |  | 
| | ------------------- |  |  |  | 
| | QUIXOTE CORPORATION
| |                    
| | By:                 |  | 
| | Name:               |  | 
| | Title:              |  | 

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Exhibit C

April 20, 2005

LaSalle Bank
National Association
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Stephanie Kline, Vice President

Re:     Quixote
Corporation

Ladies and
Gentlemen:

I
am counsel for Quixote Corporation, a Delaware corporation (the Borrower) and
each of those subsidiaries of the Borrower identified on Schedule 1 to
this opinion (each individually, a Subsidiary Guarantor, and collectively,
the Subsidiary Guarantors), in connection with the transactions contemplated
by that certain Amended and Restated Credit Agreement dated as of April 20,
2005 (as amended, modified or supplemented, the Credit Agreement), among
Borrower and LaSalle Bank National Association, as Lender (Lender). Unless
otherwise indicated, capitalized terms used herein without definition shall
have the respective meanings set forth in the Credit Agreement.

In
writing this opinion and delivering it to you, I am acting in my capacity as
Vice President and General Counsel of Borrower. In so acting, I have
participated in the negotiation of, and have examined the Credit Agreement and
the other documents identified on Schedule 2 to this Opinion (the
Opinion Documents).

I
have also examined the originals, or copies certified or otherwise identified
to my satisfaction, of such records, documents, certificates and other
instruments as in my judgment are necessary or appropriate to enable me to render
the opinion expressed below. I have relied, to the extent that I deem such
reliance appropriate, upon certificates and other statements of officers and
employed counsel of Borrower, and of public officials issued with respect to
Borrower and the Subsidiary Guarantors, as well as upon searches of public
records provided to me, as specifically described below.

I
have assumed the genuineness of all signatures. I have also assumed the
authority and legal capacity of all persons executing documents on behalf of
persons other than the Borrower or the Subsidiary Guarantors, and the
authenticity of all documents submitted to me as originals, and the conformity
to original documents of all documents submitted to me as certified or
photostatic copies.

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Based
upon the foregoing, I am of the opinion that:

1.          Borrower
is a corporation duly organized and existing and in good standing under the
laws of the State of Delaware and has the corporate power to own its properties
and to carry on its business as presently conducted by it, and is in good
standing as a foreign corporation in each jurisdiction where the failure to be
so qualified would have a material adverse effect on Borrower.

2.          Borrower
has the requisite corporate power and authority to execute and deliver the
Credit Agreement, the Revolving Note and the Security Document Assignments and
Security Document Reaffirmations and Amendments (as defined on Schedule 2)
to which it is a party, and to perform the obligations set forth in the Credit
Agreement, the Revolving Note and each of the Security Document Assignments and
Security Document Reaffirmations and Amendments executed by it, each of which
has been duly authorized by all necessary corporate action. The execution and
performance by Borrower of the Credit Agreement, the Revolving Note and each of
the Security Document Assignments and Security Document Reaffirmations and
Amendments to which it is a party will not violate Borrowers Certificate of
Incorporation or Bylaws, or result in a material violation of any of the terms,
conditions or provisions of any applicable law or regulation or, to the best of
my knowledge and belief, any order, writ, injunction or decree of any court or
governmental authority, or result in a breach of any of the terms, conditions
or provisions of any material contract to which Borrower is a party or by which
Borrower is bound.

3.          Each
Subsidiary Guarantor is a corporation duly organized and existing and in good
standing under the laws of its jurisdiction of organization identified in Schedule
1 to this opinion letter and has the corporate power to own its properties
and to carry on its business as presently conducted by it, and is in good
standing as a foreign corporation in each jurisdiction where the failure to be
so qualified would have a material adverse effect on that Subsidiary Guarantor.

4.          Each
Subsidiary Guarantor has the requisite corporate power and authority to execute
and deliver the Credit Agreement and each of the Security Document Assignments
and Security Document Amendments to which it is a party and to perform the
obligations set forth in the Credit Agreement and each of the Security Document
Assignments and Security Document Reaffirmations and Amendments to which it is
a party, which has been duly authorized by all necessary corporate action. The
execution and performance of the Credit Agreement and each of the Security
Document Assignments and Security Document Reaffirmations and Amendments to
which it is a party by each Subsidiary Guarantor will not violate the
respective Subsidiary Guarantors certificate of incorporation or bylaws (or
other equivalent organizational documents) or result in a material violation of
any of the terms, conditions or provisions of any applicable law or regulation
or, to the best of my knowledge and belief, any order, writ, injunction or
decree of any court or governmental authority, or result in a breach of any of
the terms, conditions or provisions of any material contract to which the
Subsidiary Guarantor is a party or by which the Subsidiary Guarantor is bound.

5.          Spin-Cast
Plastics, Inc. has the requisite corporate power and authority to execute and
deliver the Indiana Mortgage and to perform the obligations set forth in the
Indiana

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LaSalle Bank
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Page 87

Mortgage, which has been duly authorized by all necessary corporate
action. The execution and performance of the Indiana Mortgage by Spin-Cast
Plastics, Inc. will not violate Spin-Cast Plastics, Inc.s certificate of
incorporation or bylaws (or other equivalent organizational documents) or
result in a material violation of any of the terms, conditions or provisions of
any applicable law or regulation or, to the best of my knowledge and belief, no
order, writ, injunction or decree of any court or governmental authority, or
result in a material breach of any of the terms, conditions or provisions of
any material contract to which Spin-Cast Plastics, Inc. is a party or by which
Spin-Cast Plastics, Inc. is bound.

6.          Based
solely on: (i) a review of my litigation files, (ii) a review of the litigation
docket for the Borrower and its Subsidiary Guarantors, and (iii) a docket
search of the United States District Court for the Northern District of
Illinois, there are no judgments outstanding against Borrower or any Subsidiary
Guarantor nor is there now pending or, to my knowledge, threatened, any
material action, suit or proceeding before any court of any governmental or
regulatory authority, by, against or involving Borrower or any Subsidiary
Guarantor, except as disclosed in Schedule 6.7 to the Credit Agreement, in each
case as amended by the information provided in any report or notice delivered
by Borrower to the Lender pursuant to Section 7.1 of the Credit Agreement. None
of the Borrower or the Subsidiary Guarantors is in violation of any order,
writ, injunction or decree of any court, or in violation in any material
respect of any applicable law, order, regulation or demand or any governmental
agency or instrumentality, a default under which would substantially and
materially adversely affect the condition (financial or otherwise) of Borrower,
or its ability to perform its obligations under the Credit Agreement, the
Revolving Note and each of the Security Document Assignments and Security
Document Reaffirmations and Amendments to which it is a party; or the condition
(financial or otherwise) of any Subsidiary Guarantor or its ability to perform
its obligations under each of the Credit Agreement and the Security Document
Assignments and Security Document Reaffirmations and Amendments to which it is
a party; or the ability of Spin-Cast Plastics, Inc. to perform its obligations
under the Indiana Mortgage.

7.          There
is no default by Borrower under any material contract to which the Borrower is
a party, which has, or would have, a material and adverse effect upon the
financial condition of Borrower. There is no default by a Subsidiary Guarantor
under any material contract to which that Subsidiary Guarantor is a party,
which has, or would have, a material and adverse effect upon the financial
condition of that Subsidiary Guarantor.

8.          The
Credit Agreement, the Revolving Note and each of the Security Document
Assignments and Security Document Reaffirmations and Amendments to which it is
a party have been duly executed and delivered by a duly authorized officer of
Borrower and constitute the valid and binding obligations of Borrower,
enforceable in accordance with their respective terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or effecting the enforcement of creditors rights,
generally, and general principles of equity, as applicable. The Credit
Agreement and each of the Security Document Assignments and Security Document
Reaffirmations and Amendments have been duly executed and delivered by a duly
authorized officer of each Subsidiary Guarantor which is a party to that
agreement and it constitutes the valid and binding

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Page 88

obligations of each such Subsidiary Guarantor, enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
to or effecting the enforcement of creditors rights generally, and general
principles of equity, as applicable. The Indiana Mortgage has been duly
executed and delivered by a duly authorized officer of Spin-Cast Plastics, Inc.
and it constitutes the valid and binding obligations of Spin-Cast Plastics,
Inc. enforceable in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or effecting the enforcement of creditors rights generally,
and general principles of equity, as applicable.

9.          No
consent or approval of or, other action by, any United States federal or state
regulatory authority or other person or entity, which has not been obtained or
taken, is required for the execution, delivery or performance of the Credit
Agreement, the Revolving Note and each of the Security Document Assignments and
Security Document Reaffirmations and Amendments by Borrower or any Subsidiary Guarantor,
as applicable.

10.          Under
choice of law principles applicable under Illinois law, the provisions of the
Credit Agreement (i) stating that Illinois law shall govern the enforcement of
the Credit Agreement, and (ii) stating that the loans and advances made under
the Credit Agreement, together with the interest on such loans and advances,
will be governed by the internal laws of the State of Illinois, are each enforceable so
long as the court finds that (i) Illinois bears a reasonable relationship to
the transaction contemplated by the Credit Agreement, and (ii) the enforcement
of the Credit Agreement in accordance with Illinois law is not dangerous,
inconvenient, immoral or contrary to public policy.

I
am a member of the bar of the State of Illinois and therefore express no
opinion with respect to any matter (and except as expressly provided in
Paragraph 10 above, including conflict of laws and choice of law issues) which
may be governed by the laws of any jurisdiction other than the State of
Illinois, the corporation laws of the State of Delaware and applicable laws of
the United States of America.

I
have not reviewed and do not opine as to: (i) compliance with applicable
zoning, health, safety, building, environmental, land use or subdivision laws,
ordinances, codes, rules or regulations, (ii) ERISA laws, rules and
regulations, (iii) Federal or state taxation, banking, securities or blue sky
laws, rules or regulations, or (iv) local law, ordinances or regulations.

This
opinion letter is being furnished to the Lender for its use and the use of its
counsel in connection with the transactions contemplated by the Credit
Agreement. I understand and acknowledge that you are relying on the opinion set
forth herein in entering into the

88

---



LaSalle Bank
National Association
April 20, 2005
Page 89

transactions contemplated by the Credit Agreement. No other use or
distribution of this opinion may be made without my prior written consent and
no other person or entity may rely on same.

| |                                    
| | -----------------------------------
| | Very truly
 yours,                 
| |                                    
| | Joan R.
 Riley                     
| | Vice
 President and General Counsel

89

---



Schedule 1

List of Subsidiary Guarantors

|                                     |      |  |              |                              | 
|------------------------------------ | ---- |  | ------------ | ---------------------------- | 
|                                     | Name |  |              | Jurisdiction of Organization
|                                     |      |  |              |                             
|                                     |      |  |             
|Quixote
 Transportation Safety, Inc. |      |  | Delaware    
|TranSafe
 Corporation                |      |  | Delaware    
|Energy
 Absorption Systems, Inc.     |      |  | Delaware    
|Energy
 Absorption Systems (AL) LLC  |      |  | Delaware    
|Surface
 Systems, Inc.               |      |  | Missouri    
|Nu-Metrics,
 Inc.                    |      |  | Pennsylvania
|Highway
 Information Systems, Inc.   |      |  | Delaware    
|Peek Traffic
 Corporation            |      |  | Delaware    
|U. S.
 Traffic Corporation           |      |  | Delaware    
|Spin-Cast
 Plastics, Inc.            |      |  | Indiana     

---



Schedule 2

Opinion Documents

| |     |                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------
| | 1.  | Credit
 Agreement;                                                                                                                  
| |     |                                                                                                                                     
| | 2.  | Revolving
 Note;                                                                                                                    
| |     |                                                                                                                                     
| | 3.  | Patent
 Security Agreement;                                                                                                         
| |     |                                                                                                                                     
| | 4.  | Assignment
 of Patent Security Agreement dated April 20, 2005;                                                                      
| |     |                                                                                                                                     
| | 5.  | Reaffirmation
 and Amendment of Patent Security Agreement dated April 20, 2005;                                                     
| |     |                                                                                                                                     
| | 6.  | Trademark
 Security Agreement;                                                                                                      
| |     |                                                                                                                                     
| | 7.  | Assignment
 of Trademark Security Agreement dated April 20, 2005;                                                                   
| |     |                                                                                                                                     
| | 8.  | Reaffirmation
 and Amendment of Trademark Security Agreement dated April 20, 2005;                                                  
| |     |                                                                                                                                     
| | 9.  | Subsidiary
 Stock Pledge Agreement (Quixote);                                                                                       
| |     |                                                                                                                                     
| | 10. | Assignment
 of Subsidiary Stock Pledge Agreement (Quixote) dated as of April 20, 2005;                                              
| |     |                                                                                                                                     
| | 11. | Reaffirmation
 and Amendment of Subsidiary Stock Pledge Agreement (Quixote) dated as of
 April 20, 2005;                            
| |     |                                                                                                                                     
| | 12. | Subsidiary
 Stock Pledge Agreement (Quixote Transportation Safety, Inc.) dated as of
 April 20, 2005;                               
| |     |                                                                                                                                     
| | 13. | Assignment
 of Subsidiary Stock Pledge Agreement (Quixote Transportation Safety, Inc.)
 dated as of April 20, 2005;                 
| |     |                                                                                                                                     
| | 14. | Reaffirmation
 and Amendment of Subsidiary Stock Pledge Agreement (Quixote Transportation
 Safety, Inc.) dated as of April 20, 2005;
| |     |                                                                                                                                     
| | 15. | Subsidiary
 Stock Pledge Agreement (TranSafe Corporation) dated as of April 20, 2005;                                               
| |     |                                                                                                                                     
| | 16. | Assignment
 of Subsidiary Stock Pledge Agreement (TranSafe Corporation) dated as of April
 20, 2005;                                

---



LaSalle Bank
National Association
April 20, 2005
Page 2

| |     |                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------
| | 17. | Reaffirmation
 and Amendment of Subsidiary Stock Pledge Agreement (TranSafe Corporation)
 dated as of April 20, 2005;           
| |     |                                                                                                                                 
| | 18. | Subsidiary
 Stock Pledge Agreement (Energy Absorption Systems, Inc.) dated as of April
 20, 2005;                               
| |     |                                                                                                                                 
| | 19. | Assignment
 of Subsidiary Stock Pledge Agreement (Energy Absorption Systems, Inc.) dated
 as of April 20, 2005;                 
| |     |                                                                                                                                 
| | 20. | Reaffirmation
 and Amendment of Subsidiary Stock Pledge Agreement (Energy Absorption
 Systems, Inc.) dated as of April 20, 2005;
| |     |                                                                                                                                 
| | 21. | California
 Mortgage;                                                                                                           
| |     |                                                                                                                                 
| | 22. | Assignment
 of California Mortgage dated as of April 20, 2005;                                                                  
| |     |                                                                                                                                 
| | 23. | Reaffirmation
 and Amendment of California Mortgage dated as of April 20, 2005;                                                 
| |     |                                                                                                                                 
| | 24. | Alabama
 Leasehold Mortgage;                                                                                                    
| |     |                                                                                                                                 
| | 25. | Assignment
 of Alabama Leasehold Mortgage dated as of April 20, 2005;                                                           
| |     |                                                                                                                                 
| | 26. | Reaffirmation
 and Amendment of Alabama Leasehold Mortgage dated as of April 20, 2005;                                          
| |     |                                                                                                                                 
| | 27. | Pennsylvania
 Mortgage;                                                                                                         
| |     |                                                                                                                                 
| | 28. | Assignment
 of Pennsylvania Mortgage dated as of April 20, 2005;                                                                
| |     |                                                                                                                                 
| | 29. | Reaffirmation
 and Amendment of Pennsylvania Mortgage dated as of April 20, 2005;                                               
| |     |                                                                                                                                 
| | 30. | Indiana
 Mortgage, and                                                                                                          
| |     |                                                                                                                                 
| | 31. | Collateral
 Assignment of the Option to Purchase Rights under Lease Agreement.                                                  

The
documents identified above as items 4, 7, 10, 13, 16, 19, 22, 25, 28 and 31 are
referred to as the Security Documents Assignments. The documents identified
above as items 5, 8, 11, 14, 17, 20, 23, 26 and 29 are referred to as the
Security Documents Reaffirmations and Amendments.

2

---



LaSalle Bank National Association
April 20, 2005
Page 3

EXHIBIT D

PRELIMINARY CLOSING CHECKLIST

APRIL 20, 2005

AMENDED AND RESTATED CREDIT AGREEMENT, DATED
AS OF
APRIL 20, 2005 (THE CREDIT AGREEMENT)
AMONG
LASALLE BANK NATIONAL ASSOCIATION AS LENDER (THE LENDER)
AND
QUIXOTE CORPORATION, AS BORROWER

$30,000,000 REVOLVING LOANS

|                    |                                    | 
|------------------- | ---------------------------------- | 
|PARTIES             |                                    | 
|                    |                                    | 
|                    |                                   
|LENDER:             | LaSalle Bank
 National Association
|                    | 135 South
 LaSalle Street         
|                    | Chicago,
 Illinois 60603          
|                    | Attn:
 Stephanie Kline            
|                    | Telephone:
 312-904-2771          
|                    | Fax:
 312-904-6546                
|                    |                                   
|LENDERS COUNSEL:   | Fischel
 & Kahn, Ltd.             
|                    | 190 S.
 LaSalle Street            
|                    | Suite 2850                        
|                    | Chicago,
 Illinois 60603-3412     
|                    | Attn: Edward
 F. Dobbins, Esq.    
|                    | Telephone:
 312-238-8779          
|                    | Fax:
 312-726-1448                
|                    |                                   
|BORROWER:           | Quixote
 Corporation              
|                    |                                   
|BORROWERS COUNSEL: | Joan Riley,
 General Counsel and  
|                    | Holland and
 Knight               
|                    | 131 S.
 Dearborn                  
|                    | Suite 3000                        
|                    | Chicago,
 Illinois 60603          
|                    | Attn:
 Michael Boland             
|                    | Telephone:
 (312) 263-6300        
|                    | Fax: (312)
 578-6666              

3

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LaSalle Bank
National Association
April 20, 2005
Page 4

|            |                                                    
|----------- | ---------------------------------------------------
|GUARANTORS: | Subsidiary
 Guarantors:                            
|            |                                                    
|            | QUIXOTE
 TRANSPORTATION SAFETY, INC.               
|            | TRANSAFE
 CORPORATION                              
|            | ENERGY
 ABSORPTION SYSTEMS, INC.                   
|            | ENERGY
 ABSORPTION SYSTEMS (AL) LLC                
|            | SURFACE
 SYSTEMS, INC.                             
|            | NU-METRICS,
 INC.                                  
|            | HIGHWAY
 INFORMATION SYSTEMS, INC.                 
|            | U. S.
 TRAFFIC CORPORATION                         
|            | (formerly
 known as Green Light                    
|            | Acquisition
 Corporation)                          
|            | PEEK TRAFFIC
 CORPORATION,                         
|            | (formerly
 known as Vision Acquisition Corporation)
|            | SPIN-CAST
 PLASTICS, INC.                          

4

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LaSalle Bank
National Association
April 20, 2005
Page 5

| |      |     |   |                               
| | ---- | --- | - | ------------------------------
| | Key: | L   | - | Lender                        
| |      | LC  | - | Lenders
 Counsel             
| |      | B   | - | Borrower                      
| |      | BC  | - | Borrowers
 Counsel           
| |      | RLC | - | Received by
 Lenders Counsel 
| |      | RL  | - | Received by
 Lender           
| |      | W   | - | Waived                        
| |      | NA  | - | Not
 applicable to transaction
| |      | PC  | - | To be
 delivered post closing 

5

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LaSalle Bank
National Association
April 20, 2005
Page 6

|                                                     |  |        |  |     |                                                                                                                                                                   |                                                                            
|---------------------------------------------------- |  | ------ |  | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|Resp
 Party                                          |  | Status |  |     |                                                                                                                                                                   |                                                                            
|                                                     |  |        |  |    
|I. LOAN DOCUMENTS
 (EACH DATED AS OF APRIL 20, 2005)
|                                                     |  |        |  |     |                                                                                                                                                                  
|LC                                                   |  |        |  | 1.  | Amended and
 Restated Credit Agreement, signed by Borrower, Lender and each Subsidiary
 Guarantor                                                                
|                                                     |  |        |  |     |                                                                                                                                                                  
|                                                     |  |        |  |     |                                                                                                                                                                  
|LC                                                   |  |        |  | 2.  | $30,000,000
 Revolving Loan Note, signed by Borrower.                                                                                                            
|                                                     |  |        |  |     |                                                                                                                                                                  
|LC                                                   |  |        |  | 3.  | Assignment
 and Assumption Agreement (California Deed of Trust)                                                                                                  
|                                                     |  |        |  |     |                                                                                                                                                                  
|LC                                                   |  |        |  | 4.  | Assignment
 and Assumption Agreement (Pennsylvania Mortgage)                                                                                                     
|                                                     |  |        |  |     |                                                                                                                                                                  
|LC                                                   |  |        |  | 5.  | Assignment
 and Assumption Agreement (Alabama Mortgage)                                                                                                          
|                                                     |  |        |  |     |                                                                                                                                                                  
|LC                                                   |  |        |  | 6.  | Assignment
 and Assumption Agreement (Patent Security Agreement)                                                                                                 
|                                                     |  |        |  |     |                                                                                                                                                                  
|LC                                                   |  |        |  | 7.  | Assignment and Assumption Agreement
 (Trademark Security Agreement)                                                                                              
|                                                     |  |        |  |     |                                                                                                                                                                  
|LC                                                   |  |        |  | 8.  | A.                                                                                                                                                                | Assignment
 and Assumption Agreements 
 (Subsidiary Stock Pledge Agreement)
|                                                     |  |        |  |     |                                                                                                                                                                   |                                                                            
|                                                     |  |        |  |     | B.                                                                                                                                                                | Assignment
 and Assumption Agreement 
 (Security Agreement)                
|                                                     |  |        |  |     |                                                                                                                                                                   |                                                                            
|LC                                                   |  |        |  | 9.  | Mortgage and
 Security Agreement                                                                                                                                 
|                                                     |  |        |  |     |                                                                                                                                                                  
|LC                                                   |  |        |  | 10. | Resignation Letter of The Northern Trust Company, as Administrative
 Agent under the Existing Credit Agreement                                                   
|                                                     |  |        |  |     |                                                                                                                                                                  
|LC                                                   |  |        |  | 11. | Assignment
 Agreements, between each Existing Lender
 and Lender, assigning to Lender of all of their rights and obligations under the Existing Credit
 Agreement

6

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LaSalle Bank National Association
April 20, 2005
Page 7

|            |  |        |  |     |                                                                                                                                                                                                                                                                                                     | 
|----------- |  | ------ |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Resp
 Party |  | Status |  |     |                                                                                                                                                                                                                                                                                                     | 
|BC          |  |        |  | 12. | An Officers Certificate of Borrower, confirming the fact that the
 Subordination Agreement executed by U.S. Traffic Corporation and Myers/Nuart
 Electrical Products, Inc., in favor of Administrative Agent for the benefit
 of the Existing Lenders; has not been amended, revised or terminated
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|LC          |  |        |  | 13. | Reaffirmation and Amendment of California Deed of Trust                                                                                                                                                                                                                                            
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|LC          |  |        |  | 14. | Reaffirmation and Amendment of Pennsylvania Mortgage                                                                                                                                                                                                                                               
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|LC          |  |        |  | 15. | Reaffirmation and Amendment of Leasehold Mortgage (Alabama)                                                                                                                                                                                                                                        
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|LC          |  |        |  | 16. | Reaffirmation and Amendment of Security Agreement                                                                                                                                                                                                                                                  
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|LC          |  |        |  | 17. | Reaffirmation and Amendment of Trademark Security Agreement                                                                                                                                                                                                                                        
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|LC          |  |        |  | 18. | Reaffirmation and Amendment of Patent Security Agreement                                                                                                                                                                                                                                           
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|LC          |  |        |  | 19. | Reaffirmation
 and Amendment Of Subsidiary Stock
 Pledge Agreements                                                                                                                                                                                                                                
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|PC          |  |        |  | 20. | Collateral
 Assignment of the Option to Purchase Rights under Lease Agreement                                                                                                                                                                                                                      
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|            |  |        |  | 21. | Reaffirmation
 and Amendment of Subsidiary Guaranty                                                                                                                                                                                                                                                
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|LC          |  |        |  | 22. | Stock
 Certificate #8 evidencing 699.67 shares of Common Stock of Spin-Cast Plastics, Inc., with stock powers                                                                                                                                                                                      
|            |  |        |  |     |                                                                                                                                                                                                                                                                                                    
|B/BC        |  |        |  | 23. | Legal Opinion of (i) Joan Riley (Quixotes General Counsel and
 Counsel to Subsidiary Guarantors and Energy Absorption Systems (AL) LLC) and
 (ii) Holland & Knight (UCC Issues)                                                                                                                   

7

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LaSalle Bank National Association
April 20, 2005
Page 8

|                                              |  |        |  |     |                                                                                                                                                     | 
|--------------------------------------------- |  | ------ |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Resp
 Party                                   |  | Status |  |     |                                                                                                                                                     | 
|                                              |  |        |  |     |                                                                                                                                                     | 
|LC                                            |  |        |  | 24. | Financing
 Statements:UCC-3-Amendments (Borrower and Subs) Secretaries of State of
 Delaware, California, Pennsylvania, North Carolina and Missouri
|                                              |  |        |  |     |                                                                                                                                                    
|                                              |  |        |  |     | UCC-1-Indiana
 (Spin-Cast Plastic, Inc.)                                                                                                           
|                                              |  |        |  |     |                                                                                                                                                    
|                                              |  |        |  |     | UCC-3-
 Amendments (i) St. Clair County, Alabama/(ii) Placer County, California/and
 (iii) Fayette County, Pennsylvania Recorders Offices         
|                                              |  |        |  |     |                                                                                                                                                    
|II. ORGANIZATIONAL DOCUMENTS [AS
 APPLICABLE]
|                                              |  |        |  |     |                                                                                                                                                     | 
|B/BC                                          |  |        |  | 25. | Borrowers
 Secretary Certificate (Quixote) with Resolutions                                                                                       
|                                              |  |        |  |     |                                                                                                                                                    
|B/BC                                          |  |        |  | 26. | Borrowers
 Certificate of Good Standing                                                                                                           
|                                              |  |        |  |     |                                                                                                                                                    
|B/BC                                          |  |        |  | 27. | Officers
 Certificate (Quixote)                                                                                                                   
|                                              |  |        |  |     |                                                                                                                                                    
|B/BC                                          |  |        |  | 28. | A.
 Certificate of each Subsidiary Guarantor secretary/manager (as applicable)
 with Resolutions and Good Standing Certificate                     
|                                              |  |        |  |     |                                                                                                                                                    
|                                              |  |        |  |     | B. Managing
 Members Certificate of Energy Absorption Systems (AL) LLC with Resolutions
 and Good Standing Certificate                            
|                                              |  |        |  |     |                                                                                                                                                    
|RL                                            |  |        |  | 29. | Appraisal
 (Indiana Property)                                                                                                                      
|                                              |  |        |  |     |                                                                                                                                                    
|RL                                            |  |        |  | 30. | Environmental
 Report (Indiana Property)                                                                                                           
|                                              |  |        |  |     |                                                                                                                                                    
|B/BC                                          |  |        |  | 31. | Title
 Insurance Commitment/Pro Forma Markup (Indiana Property)                                                                                    
|                                              |  |        |  |     |                                                                                                                                                    
|B/BC                                          |  | PC     |  | 32. | Date Down
 Endorsements to Title Policy (California and Pennsylvania Properties)                                                                   
|                                              |  |        |  |     |                                                                                                                                                    
|B/BC                                          |  | PC     |  | 33. | Title
 Report (Alabama Property)                                                                                                                   
|                                              |  |        |  |     |                                                                                                                                                    
|LC                                            |  | PC     |  | 34. | Title
 Insurance Company-Title Insurance Policy (Indiana Property)                                                                                 

8

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LaSalle Bank National Association
April 20, 2005
Page 9

|            |  |        |  |     |                                                                                                                                                            |                           
|----------- |  | ------ |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|Resp
 Party |  | Status |  |     |                                                                                                                                                            |                           
|RLC/RL      |  |        |  | 35. | Federal and
 state tax lien, bankruptcy, pending suit and judgment searches and evidence
 of blanket lien terminations/Spin-Cast Plastics, Inc. UCC Search
|            |  |        |  |     |                                                                                                                                                            |                           
|            |  |        |  |     | (a)                                                                                                                                                        | Borrower                  
|            |  |        |  |     | (b)                                                                                                                                                        | Each
 Subsidiary Guarantor
|            |  |        |  |     |                                                                                                                                                            |                           
|            |  | PC     |  | 36. | UCC Searches                                                                                                                                              
|            |  |        |  |     |                                                                                                                                                           
|            |  |        |  |     | (a)  Borrower                                                                                                                                             
|            |  |        |  |     | (b)  Each
 Subsidiary Guarantor                                                                                                                           
|            |  |        |  |     |                                                                                                                                                            |                           
|B/BC        |  |        |  | 37. | Completed
 Schedules to Credit Agreement                                                                                                                  
|            |  |        |  |     |                                                                                                                                                           
|B/BC        |  |        |  | 38. | FEMA -
 Indiana Flood Zone Determination                                                                                                                  
|            |  |        |  |     |                                                                                                                                                            |                           

|                        |  |     |                                                                                                                                                                                                                  
|----------------------- |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|IV. VALUATION DOCUMENTS
|                       
|V. INSURANCE           
|                       
|B/BC                    |  | 39. | Copies of
 Insurance Certificate (or other satisfactory evidence of insurance), evidence
 of property and liability insurance, together with loss payee/additional
 insured endorsement in favor of LaSalle Bank.
|                        |  |     |                                                                                                                                                                                                                  
|VI. FEES               
|                        |  |     |                                                                                                                                                                                                                  
|B                       |  | 40. | Payment of
 Fees                                                                                                                                                                                                 
|                        |  |     |                                                                                                                                                                                                                  

9

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LaSalle Bank
National Association
April 20, 2005
Page 10

EXHIBIT E-1

FORM OF OFFICERS CERTIFICATE

I,
the undersigned, hereby certify that I am the Chief Financial Office of Quixote
Corporation, a Delaware corporation (the Company). Capitalized terms used
herein and not otherwise defined herein are as defined in that certain Amended
and Restated Credit Agreement (the Credit Agreement) dated as of April 20,
2005 among the Company and LaSalle Bank National Association, as Lender.

I
further certify, solely in my capacity as Chief Financial Officer of the
Company, and not individually, that, pursuant to Section 5.1(7) of the
Credit Agreement, as of the date hereof:

1.     No
Default or Unmatured Default has occurred and is continuing.

2.     The
representations and warranties of the Company contained in the Credit Agreement
are true and correct (other than representations and warranties made as of a
specific date, which are true and correct as of that date).

3.     There
has been no material adverse change in the business condition (financial or
otherwise), operations, performance, properties or prospects of the Company and
its Subsidiaries, considered as a whole, from that reflected in the financial
statements referred to in Section 6.4 of the Credit Agreement.

4.     The
Borrower, the Borrowers chief executive officer, and the Borrowers chief
financial officer are in compliance with all requirements of Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002 and all rules and regulations
related thereto.

IN WITNESS
WHEREOF, the undersigned has executed and delivered this Certificate in the
name and on behalf of the Company on and as of the date hereof.

| |        |                                 
| | ------ | --------------------------------
| |       
| | Name:  | Daniel P.
 Gorey                
| | Title: | Vice
 President, Chief Financial
| |        | Officer and Treasurer           

10

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LaSalle Bank National Association
April 20, 2005
Page 11

Exhibit E-2

SECRETARYS CERTIFICATE
(BORROWER)

April   , 2005

The
undersigned certifies that she is the Secretary of QUIXOTE CORPORATION, a
Delaware corporation (the Company), and that she is authorized to execute and
deliver this certificate in the name and on behalf of the Company. The
undersigned further certifies that:

1.          This
certificate is being delivered in connection with the Amended and Restated
Credit Agreement dated as of April   , 2005 (the Credit Agreement), between the
Company and LASALLE BANK NATIONAL ASSOCIATION, a national banking association
(the Lender).

2.          The
Company previously has certified and delivered to Lender true and complete
copies of the Certificate of Incorporation and the By-Laws of the Company (the
Organizational Documents; there has been no amendment or modification of the
Organizational Documents since the date of delivery and the Organizational
Documents continue in full force and effect.

3.          Attached
hereto as Exhibit A is a true and correct copy of a certificate issued
by the appropriate governmental authorities evidencing the good standing of the
Company in the State of Delaware.

4.          Attached
hereto as Exhibit B is a true and correct copy of resolutions duly and
unanimously adopted by the Companys Board of Directors in accordance with the
Companys Organizational Documents and all applicable laws authorizing the
execution, delivery and performance of the Credit Agreement, which resolutions
have not in any way been rescinded or modified, but are in full force and effect.

5.          The persons named below now hold the office of
the Company set forth opposite his or her name, and the signature opposite his
or her respective name is a true and correct specimen of said signature:

| |                  |  |                                                       |  |          
| | ---------------- |  | ----------------------------------------------------- |  | ---------
| | NAME             |  | OFFICE                                                |  | SIGNATURE
| |                  |  |                                                       |  |          
|
| | Leslie J. Jezuit |  | President, Chief Executive Officer and Chairman       |  |          
| |                  |  |                                                       |  |          
| | Daniel P. Gorey  |  | Vice President, Chief Financial Officer and Treasurer |  |          
| |                  |  |                                                       |  |          
|
| | Joan R. Riley    |  | Vice President and Secretary                          |  |          
| |                  |  |                                                       |  |          

11

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LaSalle Bank
National Association
April 20, 2005
Page 12

IN
WITNESS WHEREOF, the undersigned has executed and delivered this certificate in
the name and on behalf of the Company on and as of the date hereof.

| |                                        |  | 
| | -------------------------------------- |  | 
| | By:                                    |  | 
| |                                        |  | 
| | Name: Joan R. Riley                   
| | Title:   Vice
 President and Secretary

The
undersigned, Daniel P. Gorey, hereby certifies that he is the duly elected and
qualified Vice President, Chief Financial Officer and Treasurer of the Company
and that, as such, he is authorized to execute this certificate on behalf of
the Company and further certifies that Joan R. Riley is the duly elected,
qualified and acting Vice President and Secretary of the Company and that her
signature appearing on this Certificate of Secretary is her genuine signature.

IN
WITNESS WHEREOF, the undersigned has executed and delivered this certificate in
the name and on behalf of the Company on and as of the date hereof.

| |                                         |  | 
| | --------------------------------------- |  | 
| | By:                                     |  | 
| |                                         |  | 
| | Name: Daniel P. Gorey                  
| | Title: Vice President,
 Chief Financial
| | Officer and Treasurer                  

12

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LaSalle Bank National Association
April 20, 2005
Page 13

Exhibit E-3

SECRETARYS CERTIFICATE
(SUBSIDIARY GUARANTY)

April   , 2005

The
undersigned certifies that she is the Secretary of ENERGY ABSORPTION SYSTEMS,
INC., the sole managing member (Managing Member) of ENERGY ABSORPTION
SYSYEMS, (AL) LLC, a Delaware Limited Liability Company (the Company), and
that she is authorized to execute and deliver this certificate in the name and
on behalf of the Company. The undersigned further certifies that:

1.          This
certificate is being delivered in connection with the Amended and Restated
Credit Agreement dated as of April   , 2005 (the Credit Agreement), between
Quixote Corporation and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (the Lender).

2.          The
Company previously has certified and delivered to Lender true and complete
copies of the Certificate of Formation and the Operating Agreement of the
Company (the Organizational Documents); there has been no amendment or
modification of the Organizational Documents since the date of delivery and the
Organizational Documents continue in full force and effect.

3.          Attached
hereto as Exhibit A is a true and correct copy of a certificate issued
by the appropriate governmental authorities evidencing the good standing of the
Company in the State of Delaware.

4.          Attached
hereto as Exhibit B is a true and correct copy of resolutions duly and
unanimously adopted by the Managing Member in accordance with the Companys
Organizational Documents and all applicable laws authorizing the execution,
delivery and performance of the Credit Agreement, which resolutions have not in
any way been rescinded or modified, but are in full force and effect.

5.          The persons named below now hold the office of
the Managing Member set forth opposite his or her name, and the signature
opposite his or her respective name is a true and correct specimen of said
signature:

| |                  |  |                                                 |  |          
| | ---------------- |  | ----------------------------------------------- |  | ---------
| | NAME             |  | OFFICE                                          |  | SIGNATURE
| |                  |  |                                                 |  |          
|
| | Leslie J. Jezuit |  | President, Chief Executive Officer and Chairman |  |          
| |                  |  |                                                 |  |          
| | Daniel P. Gorey  |  | Vice President and Treasurer                    |  |          
| |                  |  |                                                 |  |          
|
| | Joan R. Riley    |  | Secretary                                       |  |          
| |                  |  |                                                 |  |          

13

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LaSalle Bank
National Association
April 20, 2005
Page 14

IN
WITNESS WHEREOF, the undersigned has executed and delivered this certificate in
the name and on behalf of the Managing Member of the Company on and as of the
date hereof.

| |                                                                                                   |  | 
| | ------------------------------------------------------------------------------------------------- |  | 
| | ENERGY
 ABSORPTION SYSTEMS, INC., the sole managing member of ENERGY ABSORPTION
 SYSTEMS (AL) LLC
| |                                                                                                   |  | 
| | By:                                                                                               |  | 
| |                                                                                                   |  | 
| | Name: Joan R. Riley                                                                              
| | Title:
   Secretary                                                                              

The
undersigned, Daniel P. Gorey, hereby certifies that he is the duly elected and
qualified Vice President and Treasurer of the Managing Member of the Company
and that, as such, he is authorized to execute this certificate on behalf of
the Managing Member of the Company and further certifies that Joan R. Riley is
the duly elected, qualified and acting Secretary of the Managing Member of the
Company and that her signature appearing on this Certificate of Secretary is
her genuine signature.

IN
WITNESS WHEREOF, the undersigned has executed and delivered this certificate in
the name and on behalf of the Managing Member Company on and as of the date
hereof.

| |                                                                                                  |  | 
| | ------------------------------------------------------------------------------------------------ |  | 
| | ENERGY
 ABSORPTION SYSTEMS, INC., the sole managing member of ENERGY ABSORPTION
 SYTEMS (AL) LLC
| |                                                                                                  |  | 
| | By:                                                                                              |  | 
| |                                                                                                  |  | 
| | Name: Daniel P. Gorey                                                                           
| | Title: Vice President and
 Treasurer                                                            

14

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LaSalle Bank
National Association
April 20, 2005
Page 15

EXHIBIT F-1

COMPLIANCE CERTIFICATE
(Pre-Collateral Release Date)

To:     LaSalle Bank National Association

This
Compliance Certificate is furnished pursuant to that certain Amended and
Restated Credit Agreement, dated as of April 20, 2005 (as amended or modified
and in effect from time to time, the Agreement) between Quixote Corporation
(the Borrower) and LaSalle Bank National Association, as Lender. Unless otherwise
defined herein, capitalized terms used in this Compliance Certificate have the
meanings ascribed thereto in the Agreement.

THE
UNDERSIGNED HEREBY CERTIFIES THAT:

1.          I
am the duly elected ___________________ of the Borrower;

2.          I
have reviewed the terms of the Agreement and I have made, or have caused to be
made under my supervision, a detailed review of the transactions and conditions
of the Borrower and its Subsidiaries during the accounting period covered by
the attached financial statements;

3.          The
examinations described in paragraph 2 did not disclose, and I have no knowledge
of, the existence of any condition or event which constitutes a Default or
Unmatured Default during or at the end of the accounting period covered by the
attached financial statements or as of the date of this Certificate, except as
set forth below; and

4.          Schedule
I attached hereto sets forth financial data and computations evidencing the
Borrowers compliance with Section 7.4 of the Agreement, all of which data and
computations are true, complete and correct.

Described
on the attached Annex I are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event.

The
foregoing certifications, together with the computations set forth in Schedule
I hereto and the financial statements delivered with this Certificate in
support hereof, are made and delivered this ___ day of _____, ___.

15

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LaSalle Bank
National Association
April 20, 2005
Page 16

| |                     |  | 
| | ------------------- |  | 
| | Very Truly Yours,  
| |                    
| | QUIXOTE CORPORATION
| |                    
| | By:                 | 
| |                     |  | 

| |        |  |  | 
| | ------ |  |  | 
| | Name:  | 
| |        |  | 
| | Title: | 
| |        |  | 

16

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LaSalle Bank
National Association
April 20, 2005
Page 17

EXHIBIT F-2

COMPLIANCE CERTIFICATE
(Post-Collateral Release Date)

To:     LaSalle
Bank National Association

This
Compliance Certificate is furnished pursuant to that certain Amended and
Restated Credit Agreement, dated as of April 20, 2005 (as amended or modified
and in effect from time to time, the Agreement) between Quixote Corporation
(the Borrower) and LaSalle Bank National Association, as Lender. Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate
have the meanings ascribed thereto in the Agreement.

THE
UNDERSIGNED HEREBY CERTIFIES THAT:

1.          I
am the duly elected ___________________ of the Borrower;

2.          I
have reviewed the terms of the Agreement and I have made, or have caused to be
made under my supervision, a detailed review of the transactions and conditions
of the Borrower and its Subsidiaries during the accounting period covered by
the attached financial statements;

3.          The
examinations described in paragraph 2 did not disclose, and I have no knowledge
of, the existence of any condition or event which constitutes a Default or Unmatured
Default during or at the end of the accounting period covered by the attached
financial statements or as of the date of this Certificate, except as set forth
below; and

4.          Schedule
I attached hereto sets forth financial data and computations evidencing the
Borrowers compliance with Section 7.4 of the Agreement, all of which data and
computations are true, complete and correct.

Described
on the attached Annex I are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event.

The
foregoing certifications, together with the computations set forth in Schedule
I hereto and the financial statements delivered with this Certificate in
support hereof, are made and delivered this ___ day of _____, ___.

17

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LaSalle Bank National Association
April 20, 2005
Page 18

| |                     | 
| | ------------------- | 
| | Very Truly Yours,  
| |                    
| | QUIXOTE CORPORATION
| |                    
| | By:                 | 

| |       | 
| | ----- | 
| | Name: | 

| |        | 
| | ------ | 
| | Title: | 

18

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LaSalle Bank
National Association
April 20, 2005
Page 19

EXHIBIT G

REVOLVING LOAN NOTE

|            |                  
|----------- | -----------------
|$30,000,000 | Chicago, Illinois
|            | April 20, 2005   

FOR
VALUE RECEIVED, the undersigned, QUIXOTE CORPORATION, a Delaware corporation
(the Borrower), promises to pay to the order of LaSalle Bank National
Association and its registered assigns (the Lender), on February 1, 2008, the
principal sum of Thirty Million Dollars, or, if less, the aggregate unpaid
principal amount of all Loans made by the Lender to the Borrower from time to
time pursuant to that certain Amended and Restated Credit Agreement, dated as
of April 20, 2005, between the Borrower and Lender (amending and restating the
terms of that Credit Agreement, dated as of May 16, 2003, as amended) (together
with all amendments, if any, from time to time made thereto, the Credit
Agreement).

The
Borrower agrees to pay interest on the principal hereof remaining from time to
time unpaid in accordance with Section 2.13 of the Credit Agreement.

All
payments of principal of and interest on this Note shall be payable in lawful
currency of the United States of America at the Agents office at 135 South
LaSalle Street, Chicago, Illinois 60603, in immediately available funds.

This
Note evidences indebtedness incurred under, and is subject to the terms and
provisions of, the Credit Agreement, to which reference is made for a statement
of those terms and provisions. Should the indebtedness represented by this Note
or any part hereof be collected at law or in equity or in bankruptcy,
receivership, or other court proceedings, or this Note be placed in the hands
of attorneys for collection after maturity (by declaration or otherwise), the
undersigned agrees to pay, in addition to principal and interest due and
payable hereon, reasonable attorneys and collection fees.

| |                     |                                 | 
| | ------------------- | ------------------------------- | 
| | QUIXOTE CORPORATION
| |                     |                                 | 
| | By:                 |                                 | 
| | Name:               | Daniel P. Gorey                 | 
| | Title:              | Vice President, Chief Financial | 
| |                     | Officer and Treasurer           | 

19

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LaSalle Bank
National Association
April 20, 2005
Page 20

Loans made by LASALLE BANK NATIONAL
ASSOCIATION (the Lender) to QUIXOTE CORPORATION (the Borrower) under the
Amended and Restated Credit Agreement, dated as of April 20, 2005, as amended,
among the Borrower and LASALLE BANK NATIONAL ASSOCIATION, and payments of
principal received on the Note to which this Grid is attached:

|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|---- |  |  | -------------- |  |  | ------------------------ |  |  | ------------------------ |  |  | -----------
|Date |  |  | Amount of Loan |  |  | Amount of
Principal Paid |  |  | Unpaid
Principal
Balance |  |  | Notation By
|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|     |  |  |                |  |  |                          |  |  |                          |  |  |            
|     |  |  |                |  |  |                          |  |  |                          |  |  |            

20

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LaSalle Bank
National Association
April 20, 2005
Page 21

Exhibit H

OFFICERS CERTIFICATE

I,
the undersigned, hereby certify that I am the Chief Financial Officer of
Quixote Corporation, a Delaware corporation (the Company). Capitalized terms
used herein and not otherwise defined herein are as defined in that certain
Amended and Restated Credit Agreement (the Credit Agreement) dated as of
April ___, 2005 among the Company and LaSalle Bank National Association.

I
further certify and confirm, solely in my capacity as Chief Financial Officer
of the Company, and not individually, that,

| |                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)          The
 Subordination Agreement has not been amended, modified or changed in any
 manner since the date of its execution, and remains in full force and effect
 in accordance with its original terms; and
| |                                                                                                                                                                                                                     
| | (ii)          The
 Company is not in default under, and to its knowledge no other party to the
 Subordination Agreement is in default under, the Subordination Agreement.                                           

IN
WITNESS WHEREOF, the undersigned has executed and delivered this Certificate in
the name and on behalf of the Company on and as of the date hereof.



| |        |                                 
| | ------ | --------------------------------
| | Name:  | Daniel P.
 Gorey                
| | Title: | Vice
 President, Chief Financial
| |        | Officer
 and Treasurer          

21

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LaSalle Bank
National Association
April 20, 2005
Page 22

EXHIBIT I

ASSIGNMENT AND ASSUMPTION AGREEMENT
(CALIFORNIA DEED OF TRUST)

This
Assignment and Assumption Agreement is made and entered into as of this 20th
day of April, 2005 by and between The Northern Trust Company, an
Illinois banking corporation, as Agent for the benefit of Lenders under that
certain Existing Credit Agreement (as defined herein) (Northern) and LaSalle
Bank National Association, a national banking association (LaSalle).

RECITALS:

A.      Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing
Lenders) entered into and are parties to that certain Credit Agreement, dated
as of May 16, 2003, as amended by a First Amendment, dated as of December 9,
2003; by a Second Amendment, dated as of June 30, 2004; by a Third Amendment,
dated as of September 10, 2004 and a Fourth Amendment dated as of February 9,
2005 (Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes, dated
as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.      The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.      Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans

22

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LaSalle Bank
National Association
April 20, 2005
Page 23

and to assign to LaSalle their rights and
obligations under the Existing Credit Agreement.

D.      LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by an Amended and Restated Credit Agreement, dated as of
the date hereof (the Amended and Restated Credit Agreement).

E.      Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign all of its right title and interest in certain
Mortgaged Property, as defined, in and subject to the terms of that certain
Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing,
dated as of September 10, 2004, between Energy Absorption Systems, Inc. (AL)
LLC, as Grantor, Northern, as Beneficiary, and Chicago Title Insurance Company,
as Trustee recorded on October 6, 2004 with the County Recorder of Placer
County, California, as Document No. 2004-0132362 (the  California Deed of
Trust).

WITNESSETH:

NOW,
THEREFORE,
pursuant to the provisions of the Agreement, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged:

1.      Assignment
and Assumption. Northern hereby assigns and conveys to LaSalle,
its successors and assigns all right, title and interest of Northern, as
Agent for the Existing Lenders in and to the Mortgage and collateral secured
thereby. LaSalle hereby accepts the assignment and assumption of the
foregoing California Deed of Trust, and agrees that LaSalle or its
successors or assigns will assume and perform the unperformed and partially
performed obligations, liabilities and duties of Northern thereunder in
accordance with the terms hereof and thereof. Northern hereby covenants
and agrees, upon request of LaSalle or the successors or assigns of
either of them, to execute and deliver to LaSalle or the successors or assigns
of either of them such other and further assignment, documents or instruments
of assignment and transfer and to do such actions, supplemental or
confirmatory, as may be required by LaSalle or the successors or assigns
of either of them in connection with the transfer of Northerns rights,
title and interests pursuant to the foregoing California Deed of Trust, and to
otherwise fulfill and discharge the obligations of assignment and transfer of
the California Deed of Trust to LaSalle under the terms of this
Agreement.

23

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LaSalle Bank
National Association
April 20, 2005
Page 24

2.         Miscellaneous.

(A)       This
Assignment and Assumption Agreement shall be governed by the internal laws of
the State of Illinois.

(B)       This
Assignment and Assumption Agreement shall be effective when executed by the
parties hereto and accepted by LaSalle.

IN
WITNESS WHEREOF,
the parties hereto have executed this Assignment and Assumption Agreement this 20th
day of April, 2005.

| |                          |                |  | 
| | ------------------------ | -------------- |  | 
| | THE NORTHERN            
| | TRUST
 COMPANY, as Agent
| |                          |                |  | 
| | By:                      |                |  | 
| | Name:                    | Erin Sullivan  |  | 
| | Title:                   | Vice President | 

Accepted and Agreed to this
_____ day of April, 2005.

LASALLE BANK NATIONAL
ASSOCIATION

|       |                 |  |  | 
|------ | --------------- |  |  | 
|By:    |                 |  |  | 
|Name:  | Stephanie Kline |  |  | 
|Title: | Vice President  |  | 

24

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LaSalle Bank National Association
April 20, 2005
Page 25

STATE OF _____________               ):_______________ COUNTY             )

I, the
undersigned authority, a Notary Public in and for said County in said State,
hereby certify that _________________________, whose name as
______________________________ of ______________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN under
my hand and seal, this ______ day of _______________, 2005.

|                  |               | 
|----------------- | ------------- | 
|[ NOTARIAL SEAL ] |              
|                  | Notary Public

| |             | 
| | ----------- | 
| | Print Name: | 

| |                        | 
| | ---------------------- | 
| | My Commission Expires: | 

25

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LaSalle Bank National Association
April 20, 2005
Page 26

STATE OF _____________               ):_______________ COUNTY             )

I, the
undersigned authority, a Notary Public in and for said County in said State,
hereby certify that _________________________, whose name as
______________________________ of ______________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN under
my hand and seal, this ______ day of _______________, 2005.

|                  |               | 
|----------------- | ------------- | 
|[ NOTARIAL SEAL ] |              
|                  | Notary Public

| |             | 
| | ----------- | 
| | Print Name: | 

| |                        | 
| | ---------------------- | 
| | My Commission Expires: | 

26

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LaSalle Bank
National Association
April 20, 2005
Page 27

EXHIBIT J

ASSIGNMENT AND
ASSUMPTION AGREEMENT
(PENNSYLVANIA MORTGAGE)

This
Assignment and Assumption Agreement is made and entered into as of this 20th
day of April, 2005 by and between The Northern Trust Company, an
Illinois banking corporation, as Agent for the benefit of Lenders under that
certain Existing Credit Agreement (as defined herein) (Northern) and LaSalle
Bank National Association, a national banking association (LaSalle).

RECITALS:

A.      Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing
Lenders) entered into and are parties to that certain Credit Agreement, dated
as of May 16, 2003, as amended by a First Amendment, dated as of December 9,
2003; by a Second Amendment, dated as of June 30, 2004; by a Third Amendment,
dated as of September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.      The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing Lenders
Term Loan Commitment as defined in the Existing Credit Agreement and (ii)
repaid a portion of the outstanding Revolving Loans thereunder.

C.      Northern
has agreed to resign as Administrative Agent under the Existing Credit Agreement
and the Existing Lenders (including Northern) have agreed to sell to LaSalle
their outstanding pro rata share of the Revolving Loans

27

---



LaSalle Bank
National Association
April 20, 2005
Page 28

and to assign to
LaSalle their rights and obligations under the Existing Credit Agreement.

D.      LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by an Amended and Restated Credit Agreement, dated as of
the date hereof (the Amended and Restated Credit Agreement).

E.      Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign all of its right title and interest in certain
Mortgaged Property, as defined, in and subject to the terms of that certain
Open-End Mortgage, dated as of September 10, 2004, between Nu-Metrics, Inc., as
Mortgagor, and Northern, as the Bank, recorded on October 6, 2004 with the
Recorder of Deeds, Fayette County, Pennsylvania, as Document No. 2004-00017538
or Book 2921, Page 2411 (the Pennsylvania Mortgage).

WITNESSETH:

NOW, THEREFORE, pursuant to the
provisions of the Agreement, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged:

1.          Assignment
and Assumption. Northern hereby assigns and conveys to LaSalle,
its successors and assigns all right, title and interest of Northern, as
Agent for the Existing Lenders, in and to the Pennsylvania Mortgage and
collateral secured thereby. LaSalle hereby accepts the assignment and
assumption of the foregoing Pennsylvania Mortgage, and agrees that LaSalle
or its successors or assigns will assume and perform the unperformed and
partially performed obligations, liabilities and duties of Northern
thereunder in accordance with the terms hereof and thereof. Northern
hereby covenants and agrees, upon request of LaSalle or the successors
or assigns of either of them, to execute and deliver to LaSalle or the
successors or assigns of either of them such other and further assignment,
documents or instruments of assignment and transfer and to do such actions,
supplemental or confirmatory, as may be required by LaSalle or the
successors or assigns of either of them in connection with the transfer of Northerns
rights, title and interests pursuant to the foregoing Pennsylvania Mortgage,
and to otherwise fulfill and discharge the obligations of assignment and
transfer of the Pennsylvania Mortgage to LaSalle under the terms of this
Agreement.

2.          Miscellaneous.

28

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LaSalle Bank National Association
April 20, 2005
Page 29

(A)          This
Assignment and Assumption Agreement shall be governed by the internal laws of
the State of Illinois.

(B)          This
Assignment and Assumption Agreement shall be effective when executed by the
parties hereto and accepted by LaSalle.

IN
WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption Agreement this 20th day of April, 2005.

| |                         |                | 
| | ----------------------- | -------------- | 
| | THE NORTHERN           
| | TRUST COMPANY, as Agent
| |                         |               
| | By:                     |                | 
| | Name:                   | Erin Sullivan  | 
| | Title:                  | Vice President | 

Accepted and Agreed to this20th day of April, 2005.

LASALLE BANK NATIONAL
ASSOCIATION

|       |                 |  | 
|------ | --------------- |  | 
|By:    |                 |  | 
|Name:  | Stephanie Kline |  | 
|Title: | Vice President  |  | 

29

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LaSalle Bank
National Association
April 20, 2005
Page 30

|                          |  
|------------------------- | -
|STATE OF _______________  | )
|                          | :
|__________________ COUNTY | )

I, the
undersigned authority, a Notary Public in and for said County in said State,
hereby certify that _________________________, whose name as _________________________ of _________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN under
my hand and seal, this ______ day of _______________, 2005.

|                  |                        |  | 
|----------------- | ---------------------- |  | 
|[ NOTARIAL SEAL ] |                        | 
|                  | Notary Public         
|                 
|                  | Print Name:            | 
|                 
|                  | My Commission Expires: | 

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Page 31

|                          |  
|------------------------- | -
|STATE OF _______________  | )
|                          | :
|__________________ COUNTY | )

I, the
undersigned authority, a Notary Public in and for said County in said State,
hereby certify that _________________________, whose name as _________________________ of _________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN under
my hand and seal, this ______ day of _______________, 2005.

|                  |                        |  | 
|----------------- | ---------------------- |  | 
|[ NOTARIAL SEAL ] |                        | 
|                  | Notary Public         
|                 
|                  | Print Name:            | 
|                 
|                  | My Commission Expires: | 

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LaSalle Bank
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Page 32

EXHIBIT K

ASSIGNMENT AND
ASSUMPTION AGREEMENT
(ALABAMA MORTGAGE)

This
Assignment and Assumption Agreement is made and entered into as of this 20th
day of April, 2005 by and between The Northern Trust Company, an
Illinois banking corporation, as Agent for the benefit of Lenders under that
certain Existing Credit Agreement (as defined herein) (Northern) and LaSalle
Bank National Association, a national banking association (LaSalle).

RECITALS:

A.      Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing
Lenders) entered into and are parties to that certain Credit Agreement, dated
as of May 16, 2003, as amended by a First Amendment, dated as of December 9,
2003; by a Second Amendment, dated as of June 30, 2004; by a Third Amendment,
dated as of September 10, 2004 and a Fourth Amendment dated as of February 9,
2005 (Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.      The
Borrower, as of February 9, 2005, issued $40,000,000 Covertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.      Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans

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LaSalle Bank
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Page 33

and to assign to
LaSalle their rights and obligations under the Existing Credit Agreement.

D.      LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by an Amended and Restated Credit Agreement, dated as of
the date hereof (the Amended and Restated Credit Agreement).

E.      Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign all of its right title and interest in (i) certain
Mortgaged Property, as defined, in and subject to the terms of that certain
Leasehold Mortgage and Security Agreement, dated as of June 30, 2004, between
Energy Absorption Systems (AL) LLC (EAS LLC), as Mortgagor, and Northern, as
Agent, recorded on September 3, 2004 with the Recorder of St. Clair County,
Alabama, as Document No. 2004-49642 (the Alabama Mortgage) and (ii) that
Collateral Assignment of the Option to Purchase Rights under Lease Agreement,
dated December 31, 2004, between EAS LLC, as Assignor, and Northern, as
Assignee (the Collateral Assignment).

WITNESSETH:

NOW,
THEREFORE, pursuant to the provisions of this Agreement, and for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged:

1.          Assignment
and Assumption. Northern hereby assigns and conveys to LaSalle,
its successors and assigns all right, title and interest of Northern, as
Agent for the Existing Lenders, in and to the Alabama Mortgage, the Collateral
Assignment and collateral secured thereby. LaSalle hereby accepts the
assignment and assumption of the foregoing Alabama Mortgage and Collateral
Assignment, and agrees that LaSalle or its successors or assigns will
assume and perform the unperformed and partially performed obligations,
liabilities and duties of Northern thereunder in accordance with the
terms hereof and thereof. Northern hereby covenants and agrees, upon
request of LaSalle or the successors or assigns of either of them, to
execute and deliver to LaSalle or the successors or assigns of either of them
such other and further assignment, documents or instruments of assignment and
transfer and to do such actions, supplemental or confirmatory, as may be
required by LaSalle or the successors or assigns of either of them in
connection with the transfer of Northerns rights, title and interests
pursuant to the foregoing Alabama Mortgage and Collateral Assignment, and to
otherwise fulfill and discharge the obligations of assignment

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LaSalle Bank National Association
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Page 34

and transfer of the Alabama Mortgage and
Collateral Assignment to LaSalle under the terms of this Agreement.

2.          Miscellaneous.

(A)          This
Assignment and Assumption Agreement shall be governed by the internal laws of
the State of Illinois.

(B)          This
Assignment and Assumption Agreement shall be effective when executed by the
parties hereto and accepted by LaSalle.

IN
WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption Agreement this 20th day of April, 2005.

| |                         |                | 
| | ----------------------- | -------------- | 
| | THE NORTHERN           
| | TRUST COMPANY, as Agent
| |                         |               
| | By:                     |                | 
| | Name:                   | Erin Sullivan  | 
| | Title:                  | Vice President | 

Accepted and Agreed to this20th day of April, 2005.

LASALLE BANK NATIONAL
ASSOCIATION

|       |                 |  | 
|------ | --------------- |  | 
|By:    |                 |  | 
|Name:  | Stephanie Kline |  | 
|Title: | Vice President  |  | 

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|                          |  
|------------------------- | -
|STATE OF _______________  | )
|                          | :
|__________________ COUNTY | )

I, the
undersigned authority, a Notary Public in and for said County in said State,
hereby certify that _________________________, whose name as _________________________ of _________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN under
my hand and seal, this ______ day of _______________, 2005.

|                  |                        |  | 
|----------------- | ---------------------- |  | 
|[ NOTARIAL SEAL ] |                        | 
|                  | Notary Public         
|                 
|                  | Print Name:            | 
|                 
|                  | My Commission Expires: | 

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National Association
April 20, 2005
Page 36

|                          |  
|------------------------- | -
|STATE OF _______________  | )
|                          | :
|__________________ COUNTY | )

I, the
undersigned authority, a Notary Public in and for said County in said State,
hereby certify that _________________________, whose name as _________________________ of _________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN under
my hand and seal, this ______ day of _______________, 2005.

|                  |                        |  | 
|----------------- | ---------------------- |  | 
|[ NOTARIAL SEAL ] |                        | 
|                  | Notary Public         
|                 
|                  | Print Name:            | 
|                 
|                  | My Commission Expires: | 

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LaSalle Bank National Association
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Page 37

THIS INSTRUMENT PREPARED BY
AND AFTER RECORDING RETURN TO:

Edward F. Dobbins
FISCHEL & KAHN, LTD.
190 S. LaSalle Street
Suite 2850
Chicago, Illinois 60603
(312) 726-0440

EXHIBIT L

MORTGAGE AND SECURITY AGREEMENT

THIS
MORTGAGE AND SECURITY AGREEMENT (Mortgage),
made as of April 20, 2005, is made and executed by Spin-Cast Plastics, Inc., an
Indiana corporation, having its principal offices at 3300 North Kenmore Street,
South Bend, Indiana 46628 (Mortgagor),
in favor of LASALLE BANK NATIONAL ASSOCIATION, a national banking association
having an office at 135 South LaSalle Street, Chicago, Illinois 60603 (Lender).

RECITALS

I.     Lender
has agreed to make loans to Quixote Corporation, a Delaware corporation (Borrower) and extend other financial
accommodations to Borrower in an aggregate principal amount of $30,000,000
(collectively, the Loans). The
Loans consist of one or more revolving loans (the Revolving Loan), the outstanding principal balance of which
may increase or decrease from time to time, but at no time shall the
outstanding principal balance of such Revolving Loan exceed $30,000,000. Certain repayment obligations of Borrower
with respect to the Revolving Loan are evidenced by a certain Revolving Note,
in the principal amount of $30,000,000 (said note, together with all allonges,
amendments, supplements, modifications and replacements thereof, being referred
to in this Mortgage as the Revolving Note).
The Revolving Note is sometimes referred to herein as the Note. The terms of the Loans are governed
by a certain Amended and Restated Credit and Security Agreement, of even date herewith (amending and restating the
terms of the Credit Agreement dated, as of May 16, 2003, as amended)
by and between Borrower and Lender (said Credit Agreement, together with all
amendments, supplements, modifications and replacements thereof, being referred
to in this Mortgage as the Loan Agreement).
The terms and provisions of the Note and the Loan Agreement are hereby
incorporated by reference in this Mortgage. Capitalized terms not otherwise
defined in this Mortgage shall have the meaning ascribed to them in the Loan
Agreement. As an inducement to Lender to make the Loan, Mortgagor has executed
and delivered to Lender the Loan

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LaSalle Bank National Association
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Agreement, as a Subsidiary Guarantor thereunder, to evidence its
becoming a Subsidiary Guarantor, as defined in the Loan Agreement, under that
certain Subsidiary Guaranty (the Guaranty)
of even date herewith, pursuant to which Mortgagor has agreed to guaranty all
of the indebtedness and obligations of Borrower owed to Lender, including
without limitation the obligations of Borrower with respect to the Loan.

II.     This
Mortgage is given to secure a guaranty of one or more revolving loans and
secures not only present indebtedness but also future advances, whether such
future advances are obligatory or are to be made at the option of Lender, or
otherwise as are to be made within five (5)
years of the date hereof.The amount of indebtedness secured hereby
may increase or decrease from time to time; however the principal amount of
such indebtedness shall not at one time exceed the amount of $30,000,000 plus
interest thereon, and other costs, amounts and disbursements as provided
herein and in the other Loan Instruments (hereinafter defined).

GRANTING CLAUSES

To
secure the obligations of Mortgagor under the Guaranty and the payment of all
amounts due under and the performance and observance of all covenants and
conditions contained in this Mortgage, the Guaranty, the Loan Agreement, the
Notes, any and all other mortgages, security agreements, assignments of leases
and rents, guaranties, letters of credit and any other documents and instruments
now or hereafter executed by Mortgagor, Borrower or any party related thereto
or affiliated therewith to evidence, secure or guarantee the payment of all or
any portion of the indebtedness under the Notes or the Guaranty and any and all
renewals, extensions, amendments and replacements of this Mortgage, the
Guaranty, the Loan Agreement, the Notes and any such other documents and
instruments (the Guaranty, the Loan Agreement, the Notes, this Mortgage, such
other mortgages, security agreements, assignments of leases and rents,
guaranties, letters of credit, and any other documents and instruments now or
hereafter executed and delivered in connection with the Loan, and any and all
amendments, renewals, extensions and replacements hereof and thereof, being sometimes
referred to collectively as the Loan
Instruments and individually as a Loan Instrument) and to secure payment of any and all other
indebtedness and obligations of Mortgagor or Borrower or any party related
thereto or affiliated therewith to Lender, whether now existing or hereafter
created, absolute or contingent, direct or indirect, liquidated or
unliquidated, or otherwise (all indebtedness and liabilities secured hereby
being hereinafter sometimes referred to as Mortgagors
Liabilities, provided that
Mortgagors Liabilities shall, in no event, exceed $30,000,000),
Mortgagor does hereby convey, mortgage, warrant, assign, transfer, pledge and
deliver to Lender the following described property subject to the terms and
conditions herein:

(A)     The
land located at 3300 N. Kenmore Street, South Bend, St. Joseph County, Indiana,
legally described in attachedExhibit A
(Land);

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LaSalle Bank National Association
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(B)     All
the buildings, structures, improvements and fixtures of every kind or nature
now or hereafter situated on the Land; and, to the extent not owned by tenants
of the Mortgaged Property, all machinery, appliances, equipment, furniture and
all other personal property of every kind or nature located in or on, or
attached to, or used or intended to be used in connection with, or with the
operation of, the Land, buildings, structures, improvements or fixtures now or
hereafter located or to be located on the Land, or in connection with any
construction being conducted or which may be conducted thereon, and all
extensions, additions, improvements, substitutions and replacements to any of
the foregoing (Improvements);

(C)     All
building materials and goods which are procured or to be procured for use on or
in connection with the Improvements or the construction of additional
Improvements, whether or not such materials and goods have been delivered to
the Land (Materials);

(D)     All
plans, specifications, architectural renderings, drawings, licenses, permits,
soil test reports, other reports of examinations or analyses of the Land or the
Improvements, contracts for services to be rendered to Mortgagor or otherwise
in connection with the Improvements and all other property, contracts, reports,
proposals and other materials now or hereafter existing in any way relating to
the Land or the Improvements or the construction of additional Improvements;

(E)     All
easements, tenements, rights-of-way, vaults, gores of land, streets, ways,
alleys, passages, sewer rights, water courses, water rights and powers and
appurtenances in any way belonging, relating or appertaining to any of the Land
or Improvements, or which hereafter shall in any way belong, relate or be
appurtenant thereto, whether now owned or hereafter acquired (Appurtenances);

(F)     (i)     All
judgments, insurance proceeds, awards of damages and settlements which may
result from any damage to all or any portion of the Land, Improvements or
Appurtenances or any part thereof or to any rights appurtenant thereto;

(ii)     All
compensation, awards, damages, claims, rights of action and proceeds of or on
account of (a) any damage or taking, pursuant to the power of eminent domain,
of the Land, Improvements, Appurtenances or Materials or any part thereof, (b)
damage to all or any portion of the Land, Improvements or Appurtenances by
reason of the taking, pursuant to the power of eminent domain, of all or any
portion of the Land, Improvements, Appurtenances, Materials or of other
property, or (c) the alteration of the grade of any street or highway on or
about the Land, Improvements, Appurtenances, Materials or any part thereof;
and, except as otherwise provided herein, Lender is hereby authorized to
collect and receive said awards and proceeds and to give proper receipts and
acquittances therefor and, except as otherwise provided herein, to apply the
same toward the payment of the indebtedness and other sums secured hereby;

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LaSalle Bank National Association
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(iii)     All
contract rights, general intangibles, actions and rights in action, including,
without limitation, all rights to insurance proceeds and unearned premiums
arising from or relating to damage to the Land, Improvements, Appurtenances or
Materials; and

(iv)     All
proceeds, products, replacements, additions, substitutions, renewals and
accessions of and to the Land, Improvements, Appurtenances or Materials;

(G)     All
rents issues, profits, income and other benefits now or hereafter arising from
or in respect of the Land, Improvements or Appurtenances (the Rents); it being intended that this
Granting Clause shall constitute an absolute and present assignment of the
Rents, subject, however, to the conditional permission given to Mortgagor to
collect and use the Rents as provided in this Mortgage;

(H)     Any
and all leases, licenses and other occupancy agreements now or hereafter
affecting the Land, Improvements, Appurtenances or Materials, together with all
security therefor and guaranties thereof and all monies payable thereunder, and
all books and records owned by Mortgagor which contain evidence of payments
made under the leases and all security given therefor (collectively, the Leases), subject, however, to the
conditional permission given in this Mortgage to Mortgagor to collect the Rents
arising under the Leases as provided in this Mortgage;

(I)      Any
and all escrow accounts held by Lender or Lenders agent pursuant to any
provision of this Mortgage;

(J)      Any
and all after-acquired right, title or interest of Mortgagor in and to any of
the property described in the preceding Granting Clauses; and

(K)     The
proceeds from the sale, transfer, pledge or other disposition of any or all of
the property described in the preceding Granting Clauses;

All
of the mortgaged property described in the Granting Clauses, together with all
real and personal, tangible and intangible property pledged in, or to which a
security interest attaches pursuant to, any of the Loan Instruments is
sometimes referred to collectively as the Mortgaged
Property. The Rents and Leases are pledged on a parity with the
Land and Improvements and not secondarily.

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LaSalle Bank National Association
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ARTICLE ONE
COVENANTS OF MORTGAGOR

Mortgagor
covenants and agrees with Lender as follows:

1.1.     Performance
under Guaranty, Mortgage and Other Loan Instruments. Mortgagor shall perform, observe and comply
with or cause to be performed, observed and complied with in a complete and
timely manner all provisions hereof and of the Guaranty, every other Loan
Instrument and every instrument evidencing or securing Mortgagors Liabilities
and will promptly pay or cause to be paid to Lender when due the principal with
interest thereon and all other sums required to be paid by Mortgagor pursuant
to the Guaranty, this Mortgage, every other Loan Instrument and every other
instrument evidencing or securing Mortgagors Liabilities.

1.2.     General
Covenants and Representations. Mortgagor covenants, represents and warrants that as of the date
hereof and at all times thereafter during the term hereof: (a) Mortgagor is a
corporation, duly organized, validly existing and in good standing under the
laws of the State of Indiana [and is in good standing under the laws of the
State of Illinois;] (b) Mortgagor is seized of an indefeasible estate in fee
simple in that portion of the Mortgaged Property which is real property, and
has good and absolute title to it and the balance of the Mortgaged Property
free and clear of all liens, security interests, charges and encumbrances
whatsoever except those expressly permitted in writing by Lender, if any (such
liens, security interests, charges and encumbrances expressly permitted in
writing being hereinafter referred to as the Permitted
Encumbrances); (c) Mortgagor has good right, full power and lawful
authority to mortgage and pledge the Mortgaged Property as provided herein; (d)
upon the occurrence of an Event of Default, Lender may at all times peaceably
and quietly enter upon, hold, occupy and enjoy the Mortgaged Property in
accordance with the terms hereof; and (e) Mortgagor will maintain and preserve
the lien of this Mortgage as a first and paramount lien on the Mortgaged
Property subject only to the Permitted Encumbrances until Mortgagors
Liabilities have been paid in full.

1.3.     Compliance
with Laws and Other Restrictions. Mortgagor covenants, represents and warrants
that the Land and the Improvements and the use thereof presently comply in all
material respects with, and will during the full term of this Mortgage continue
to comply in all material respects with, all applicable restrictive covenants,
zoning and subdivision ordinances and building codes, licenses, health and
environmental laws and regulations and all other applicable laws, ordinances,
rules and regulations. If any federal, state or other governmental body or any
court issues any notice or order to the effect that the Mortgaged Property or
any part thereof is not in compliance with any such covenant, ordinance, code,
law or regulation, Mortgagor will promptly provide Lender with a copy of such
notice or order and will immediately commence and diligently perform all such
actions as are necessary to comply therewith or otherwise correct such
non-compliance. Mortgagor shall not, without the prior written consent of
Lender, petition for or otherwise seek any change in the zoning ordinances or
other public or private restrictions applicable to the Mortgaged Property on
the date hereof.

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LaSalle Bank National Association
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1.4.     Taxes
and Other Charges.

1.4.1. 
Taxes and Assessments. Mortgagor shall pay promptly
when due all taxes, assessments, rates, dues, charges, fees, levies, fines,
impositions, liabilities, obligations, liens and encumbrances of every kind and
nature whatsoever now or hereafter imposed, levied or assessed upon or against
the Mortgaged Property or any part thereof, or upon or against this Mortgage or
Mortgagors Liabilities or upon or against the interest of Lender in the
Mortgaged Property, as well as all taxes, assessments and other governmental
charges levied and imposed by the United States of America or any state,
county, municipality or other taxing authority upon or in respect of the
Mortgaged Property or any part thereof; provided, however, that unless
compliance with applicable laws requires that taxes, assessments or other
charges must be paid as a condition to protesting or contesting the amount
thereof, Mortgagor may in good faith, by appropriate proceedings commenced
within ninety (90) days of the due date of such amounts and thereafter
diligently pursued, contest the validity, applicability or amount of any
asserted tax, assessment or other charge and pending such contest Mortgagor
shall not be deemed in default hereunder if on or before the due date of the
asserted tax or assessment, Mortgagor shall first either (i) deposit with
Lender a bond or other security satisfactory to Lender in the amount of 150% of
the amount of such tax or assessment or (ii) obtain an endorsement, in form and
substance satisfactory to Lender, to the loan policy of title insurance issued
to Lender insuring the lien of this Mortgage, insuring over such tax or
assessment. Mortgagor shall pay the disputed or contested tax, assessment or
other charge and all interest and penalties due in respect thereof on or before
the date any adjudication of the validity or amount thereof becomes final and
in any event no less than thirty (30) days prior to any forfeiture or sale of
the Mortgaged Property by reason of such non-payment. Upon Lenders request,
Mortgagor will promptly file, if it has not theretofore filed, such petition,
application or other instrument as is necessary to cause the Land and Improvements
to be taxed as a separate parcel or parcels which include no property not a
part of the Mortgaged Property.

1.4.2. 
Taxes Affecting Lenders Interest. If any state,
federal, municipal or other governmental law, order, rule or regulation, which
becomes effective subsequent to the date hereof, in any manner changes or
modifies existing laws governing the taxation of mortgages or debts secured by
mortgages, or the manner of collecting taxes, so as to impose on Lender a tax
by reason of its ownership of any or all of the Loan Instruments or measured by
the principal amount of the Notes, requires or has the practical effect of
requiring Lender to pay any portion of the real estate taxes levied in respect
of the Mortgaged Property to pay any tax levied in whole or in part in
substitution for real estate taxes or otherwise affects materially and
adversely the rights of Lender in respect of the Notes, this Mortgage or the
other Loan Instruments, Mortgagors Liabilities and all interest accrued
thereon shall, upon thirty (30) days notice, become due and payable forthwith
at the option of Lender, whether

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LaSalle Bank National Association
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or not there shall have occurred an Event of Default, provided,
however, that, if Mortgagor may, without violating or causing a violation of
such law, order, rule or regulation, pay such taxes or other sums as are
necessary to eliminate such adverse effect upon the rights of Lender and does
pay such taxes or other sums when due, Lender may not elect to declare due
Mortgagors Liabilities by reason of the provisions of this Section 1.4.2.

1.4.3. 
Tax Escrow. If directed by Lender in writing,
Mortgagor shall, in order to secure the performance and discharge of
Mortgagors obligations under this Section 1.4, but not in lieu of such
obligations, deposit with Lender on the first day of each calendar month
throughout the term of the Loan, deposits, in amounts set by Lender from time
to time by written notice to Mortgagor, in order to accumulate funds sufficient
to permit Lender to pay all annual ad valorem taxes, assessments and charges of
the nature described in Section 1.4.1 at least thirty (30) days prior to the
date or dates on which they shall become delinquent. Mortgagor hereby pledges
to Lender, and grants to Lender a security interest in, any and all such
deposits as security for the Loan. The taxes, assessments and charges for
purposes of this Section 1.4.3 shall, if Lender so elects, include, without
limitation, water and sewer rents. Mortgagor shall procure and deliver to
Lender when issued all statements or bills for such obligations. Upon demand by
Lender, Mortgagor shall deliver to Lender such additional monies as are
required to satisfy any deficiencies in the amounts necessary to enable Lender
to pay such taxes, assessments and similar charges thirty (30) days prior to
the date they become delinquent. Lender shall pay such taxes, assessments and
other charges as they become due to the extent of the funds on deposit with
Lender from time to time and provided Mortgagor has delivered to Lender the
statements or bills therefor. In making any such payments, Lender shall be
entitled to rely on any bill issued in respect of any such taxes, assessments
or charges without inquiry into the validity, propriety or amount thereof and
whether delivered to Lender by Mortgagor or otherwise obtained by Lender. Any
deposits received pursuant to this Section 1.4.3 shall not be, nor be deemed to
be, trust funds, but may be commingled with the general funds of Lender and
Lender shall have no obligation to pay interest on amounts deposited with
Lender pursuant to this Section 1.4.3. If any Event of Default occurs, any part
or all of the amounts then on deposit or thereafter deposited with Lender under
this Section 1.4.3 may at Lenders option be applied to payment of Mortgagors
Liabilities in such order as Lender may determine.

1.4.4. 
No Credit Against the Indebtedness Secured Hereby.
Mortgagor shall not claim, demand or be entitled to receive any credit against
the amounts payable under the terms of the Guaranty or on any of Mortgagors
Liabilities for any of the taxes, assessments or similar impositions assessed
against the Mortgaged Property or any part thereof or that are applicable to
Mortgagors Liabilities or to Lenders interest in the Mortgaged Property.

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1.5      Mechanics
and Other Liens. Mortgagor shall not permit or suffer any mechanics, laborers, materialmans,
statutory or other lien or encumbrance (other than any lien for taxes and
assessments not yet due) to be created upon or against the Mortgaged Property,
provided, however, that Mortgagor may in good faith, by appropriate proceeding,
contest the validity, applicability or amount of any asserted lien and, pending
such contest, Mortgagor shall not be deemed to be in default hereunder if
Mortgagor shall first obtain an endorsement, in form and substance satisfactory
to Lender, to the loan policy of title insurance issued to Lender insuring over
such lien, or, if no such loan policy shall have been issued, then Mortgagor
shall deposit with Lender a bond or other security satisfactory to Lender in
the amount of 150% of the amount of such lien. Mortgagor shall pay the disputed
amount and all interest and penalties due in respect thereof on or before the
date any adjudication of the validity or amount thereof becomes final and, in
any event, no less than thirty (30) days prior to any foreclosure sale of the
Mortgaged Property or the exercise of any other remedy by such claimant against
the Mortgaged Property.

1.6      Insurance
and Condemnation.

1.6.1. 
Hazard Insurance. Mortgagor shall, at its sole cost
and expense, obtain for, deliver to, assign to and maintain for the benefit of
Lender, until Mortgagors Liabilities are paid in full, policies of hazard
insurance, in an amount which shall be not less than 100% of the full insurable
replacement cost of the Mortgaged Property (except the Land), insuring on a
replacement cost basis the Mortgaged Property with causes of loss-special
form coverage and insuring against such other hazards, casualties and
contingencies as Lender may require, including without limitation, if requested
by Lender, earthquake, and, if all or any part of the Mortgaged Property shall
at any time be located within an area identified by the government of the
United States or any agency thereof as having special flood hazards and for
which flood insurance is available, flood. If any such policy shall contain a
co-insurance clause it shall also contain an agreed amount or stipulated value
endorsement. All policies of hazard insurance shall contain a lenders loss
payable endorsement and shall provide that no losses shall be payable to any
other parties without Lenders prior written consent. The form of such
policies, the amounts and the companies issuing them shall be acceptable to
Lender. Originals or certified copies of all policies shall be delivered to and
retained by Lender. Mortgagor shall pay on or before the due dates thereof
premiums on all insurance policies and on any renewals thereof. In the event of
loss, Mortgagor will give immediate written notice to Lender and Lender may
make proof of loss if not made promptly by Mortgagor (for which purpose
Mortgagor hereby irrevocably appoints Lender as its attorney-in-fact). In the
event of the foreclosure of this Mortgage or any other transfer of title to the
Mortgaged Property in full or partial satisfaction of Mortgagors Liabilities,
all right, title and interest of Mortgagor in and to all insurance policies and
renewals thereof then in force shall pass to the purchaser

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or grantee. All such policies shall provide that they shall not be
modified, cancelled or terminated without at least thirty (30) days prior
written notice to Lender from the insurer.

1.6.2.   Other
Insurance. Mortgagor shall, at its sole cost and
expense, obtain for, deliver to, assign to and maintain for the benefit of,
Lender, until Mortgagors Liabilities are paid for in full, (i) commercial
general liability insurance in such amounts as Lender may specify, together
with workers compensation and employers liability insurance, naming Lender as
additional insured, [(ii) a business interruption insurance policy covering
loss of rents [loss of income] at
a limit of 100%, in an amount not less than all rent and other charges payable
by the tenants of the Mortgaged Property [gross
income] (based on a fully leased [fully
operational] building) for a period of one (1) year, together with
such assignments of the proceeds of such policy as Lender may require,] (iii)
boiler and machinery insurance, if requested by Lender, and (iv) such other
policies of insurance relating to the Mortgaged Property and the use and
operation thereof as Lender may require, including dramshop, all in form and
amounts, and issued by such companies as are acceptable to Lender.

1.6.3.   Adjustment
of Loss. Lender is hereby authorized and empowered, at
its option, to adjust or compromise any loss of more than $250,000 under any
insurance policies covering or relating to the Mortgaged Property and to
collect and receive the proceeds from any such policy or policies (and deposit
such proceeds as provided in Section 1.6.5). Mortgagor hereby irrevocably appoints
Lender as its attorney-in-fact for the purposes set forth in the preceding
sentence. Each insurance company is hereby authorized and directed to make
payment (i) of 100% of all such losses of more than said amount directly to
Lender alone and (ii) of 100% of all such losses of said amount or less
directly to Mortgagor alone, and in no case to Mortgagor and Lender jointly.
After deducting from such insurance proceeds any expenses incurred by Lender in
the collection and settlement thereof, including without limitation attorneys
and adjusters fees and charges, Lender shall apply the net proceeds as
provided in Section 1.6.5. Lender shall not be responsible for any failure to
collect any insurance proceeds due under the terms of any policy regardless of
the cause of such failure.

1.6.4.   Condemnation
Awards. Lender shall be entitled to all compensation,
awards, damages, claims, rights of action and proceeds of, or on account of,
(i) any damage or taking, pursuant to the power of eminent domain, of the
Mortgaged Property or any part thereof, (ii) damage to the Mortgaged Property
by reason of the taking, pursuant to the power of eminent domain, of other
property, or (iii) the alteration of the grade of any street or highway on or
about the Mortgaged Property. Lender is hereby authorized, at its option, to
commence, appear in and prosecute in its own or Mortgagors name any action or
proceeding relating to any such compensation, awards, damages, claims, rights
of action and proceeds and to settle or compromise any claim in connection
therewith. Mortgagor hereby irrevocably appoints Lender as its attorney-in-fact
for the purposes set forth in the preceding sentence. Lender after deducting
from such compensation, awards, damages, claims,

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rights of action and proceeds all its expenses, including attorneys
fees, may apply such net proceeds (except as otherwise provided in Section
1.6.5 of this Mortgage) to payment of Mortgagors Liabilities in such order and
manner as Lender may elect. Mortgagor agrees to execute such further
assignments of any compensation awards, damages, claims, rights of action and
proceeds as Lender may require.

1.6.5.   Repair;
Proceeds of Casualty Insurance and Eminent Domain. If
all or any part of the Mortgaged Property shall be damaged or destroyed by fire
or other casualty or shall be damaged or taken through the exercise of the
power of eminent domain or other cause described in Section 1.6.4, Mortgagor
shall promptly and with all due diligence restore and repair the Mortgaged
Property whether or not the proceeds, award or other compensation are
sufficient to pay the cost of such restoration or repair. At Lenders election,
to be exercised by written notice to Mortgagor within thirty (30) days following
Lenders unrestricted receipt in cash or the equivalent thereof of said
proceeds, award or other compensation, the entire amount of said proceeds,
award or compensation shall either (i) be applied to Mortgagors Liabilities in
such order and manner as Lender may elect or (ii) be made available to
Mortgagor on such terms and conditions as Lender may impose, including without
limitation the terms and conditions set forth in this Section 1.6.5, for the
purpose of financing the cost of restoration or repair with any excess to be
applied to Mortgagors Liabilities. Notwithstanding any other provision of this
Section 1.6.5, if an Event of Default shall be existing at the time of such
casualty, taking or other event or if an Event of Default occurs thereafter,
Lender shall have the right to immediately apply all insurance proceeds, awards
or compensation to the payment of Mortgagors Liabilities in such order and
manner as Lender may determine. Lender shall have the right at all times to
apply such net proceeds to the cure of any Event of Default or the performance
of any obligations of Mortgagor under the Loan Instruments.

1.6.6.   [Proceeds
of Business Interruption and Rental Insurance. The net
proceeds of business interruption and rental insurance shall be paid to Lender
for application first to Mortgagors Liabilities in such order and manner as
Lender may elect and then to the creation of reserves for future payments of
Mortgagors Liabilities in such amounts as Lender deems necessary with the
balance to be remitted to Mortgagor subject to such controls as Lender may deem
necessary to assure that said balance is used to discharge accrued and to be
accrued expenses of operation and maintenance of the Mortgaged Property.]

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1.6.7.   Renewal
of Policies. At least thirty (30) days prior to the
expiration date of any policy evidencing insurance required under this Section
1.6.7, a renewal thereof satisfactory to Lender shall be delivered to Lender or
substitution therefor, together with receipts or other evidence of the payment
of any premiums then due on such renewal policy or substitute policy.

1.6.8.   Insurance
Escrow. If directed by Lender in writing, Mortgagor
shall, in order to secure the performance and discharge of Mortgagors
obligations under this Section 1.6, but not in lieu of such obligations,
deposit with Lender on the first day of each calendar month throughout the term
of the Loan, a sum in an amount determined by Lender from time to time by
written notice to Mortgagor, in order to accumulate funds sufficient to permit
Lender to pay all premiums payable in connection with the insurance required
hereunder at least thirty (30) days prior to the date or dates on which they
shall become due. Mortgagor hereby pledges to Lender, and grants to Lender a
security interest in, any and all such deposits as security for the Loan. Upon
demand by Lender, Mortgagor shall deliver to Lender such additional monies as
are required to satisfy any deficiencies in the amounts necessary to enable
Lender to pay such premiums thirty (30) days prior to the date they shall
become due. Any deposits received pursuant to this Section 1.6.8 shall not be,
nor be deemed to be, trust funds, but may be commingled with the general funds
of Lender and Lender shall have no obligation to pay interest on amounts
deposited with Lender pursuant to this Section 1.6.8. If any Event of Default
occurs, any part or all of the amounts then on deposit or thereafter deposited
with Lender under this Section 1.6.8 may at Lenders option be applied to
payment of Mortgagors Liabilities in such order as Lender may determine.

1.7.     Non-Impairment
of Lenders Rights. Nothing contained in this Mortgage shall be deemed to limit or otherwise affect
any right or remedy of Lender under any provision of this Mortgage or of any
statute or rule of law to pay and, upon Mortgagors failure to pay the same,
Lender may pay any amount required to be paid by Mortgagor under Sections 1.4,
1.5 and 1.6 and the amount so paid by Lender shall bear interest at the Default
Rate (as defined in the Notes), and, together with interest, shall be added to
Mortgagors Liabilities. Mortgagor shall pay to Lender on demand the amount so
paid by Lender, together with all accrued and unpaid interest thereon. The
provisions of Section 1.4.3 are solely for the added protection of Lender and
entail no responsibility on Lenders part beyond the allowing of due credit as
specifically provided therein. Upon assignment of this Mortgage, any funds on
hand shall be turned over to the assignee and any responsibility of Lender with
respect to such funds shall terminate.

1.8.     Care
of the Mortgaged Property. Mortgagor shall preserve and maintain the Mortgaged Property in good
and first class condition and repair. Mortgagor shall not, without the prior
written consent of Lender, permit, commit or suffer any waste, impairment or
deterioration of the Mortgaged Property or of any part thereof, and will not
take any action which will increase the risk of fire or other hazard to the
Mortgaged

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Property or to any part thereof. Except as
otherwise provided in this Mortgage, no new improvements shall be constructed
on the Mortgaged Property and no part of the Mortgaged Property shall be
removed, demolished or altered in any material manner without the prior written
consent of Lender.

1.9.     Transfer
or Encumbrance of the Mortgaged Property. Mortgagor shall not permit or suffer to occur
any sale, assignment, conveyance, transfer, mortgage, lease (other than leases
made in accordance with the provisions of this Mortgage) or encumbrance of, or
any contract for any of the foregoing on an installment basis or otherwise
pertaining to, the Mortgaged Property, any part thereof, any interest therein,
the beneficial interest in Mortgagor or in any trust holding title to the
Mortgaged Property or any interest in a corporation, partnership or other
entity which owns all or part of the Mortgaged Property, whether by operation
of law or otherwise, without the prior written consent of Lender having been
obtained (i) to the sale, assignment, conveyance, mortgage, lease, option,
encumbrance or other transfer and (ii) to the form and substance of any
instrument evidencing or contracting for any such sale, assignment, conveyance,
mortgage, lease, option, encumbrance or other transfer. Mortgagor shall not,
without the prior written consent of Lender, further assign or permit to be
assigned the rents from the Mortgaged Property, and any such assignment without
the prior express written consent of Lender shall be null and void. Mortgagor
shall not permit any interest in any lease of the Mortgaged Property to be
subordinated to any encumbrance on the Mortgaged Property other than the Loan
Instruments and any such subordination shall be null and void. Mortgagor agrees
that in the event the ownership of the Mortgaged Property, any interest therein
or any part thereof becomes vested in a person other than Mortgagor, Lender may,
without notice to Mortgagor, deal in any way with such successor or successors
in interest with reference to this Mortgage, the Notes, the Loan Instruments
and Mortgagors Liabilities without in any way vitiating or discharging
Mortgagors liability hereunder or Mortgagors Liabilities. No sale of the
Mortgaged Property, no forbearance to any person with respect to this Mortgage,
and no extension to any person of the time for payment of the Notes or any
other Mortgagors Liabilities given by Lender shall operate to release,
discharge, modify, change or affect the original liability of Mortgagor, either
in whole or in part, except to the extent specifically agreed in writing by
Lender.

1.10.    Further
Assurances. At any
time and from time to time, upon Lenders request, Mortgagor shall make,
execute and deliver, or cause to be made, executed and delivered, to Lender,
and where appropriate shall cause to be recorded, registered or filed, and from
time to time thereafter to be re-recorded, re-registered and refiled at such
time and in such offices and places as shall be deemed desirable by Lender, any
and all such further mortgages, security agreements, financing statements,
instruments of further assurance, certificates and other documents as Lender
may consider necessary or desirable in order to effectuate or perfect, or to
continue and preserve the obligations under, the Guaranty, this Mortgage, any
other Loan Instrument and any instrument evidencing or securing Mortgagors
Liabilities, and the lien of this Mortgage as a lien upon all of the Mortgaged
Property, whether now owned or hereafter

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acquired by Mortgagor, and unto all and every
person or persons deriving any estate, right, title or interest under this
Mortgage. Upon any failure by Mortgagor to do so, Lender may make, execute,
record, register, file, re-record, re-register or re-file any and all such
mortgages, instruments, certificates and documents for and in the name of
Mortgagor, and Mortgagor hereby irrevocably appoints Lender the agent and
attorney-in-fact of Mortgagor to do so.

1.11.  Security
Agreement and Financing Statements.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)       Mortgagor (as debtor) hereby grants
 to Lender (as creditor and secured party) a security interest under the Uniform
 Commercial Code in all fixtures, machinery, appliances, equipment, furniture
 and personal property of every nature whatsoever constituting part of the
 Mortgaged Property. Mortgagor shall execute any and all documents, including
 without limitation financing statements pursuant to the Uniform Commercial
 Code, as Lender may request to preserve, maintain and perfect the priority of
 the first lien and security interest created hereby on property which may be
 deemed personal property or fixtures, and shall pay to Lender on demand any
 expenses incurred by Lender in connection with the preparation, execution and
 filing of any such documents. Mortgagor hereby authorizes and empowers Lender
 and irrevocably appoints Lender the agent and attorney-in-fact of Mortgagor
 to execute and file, on Mortgagors behalf, all financing statements and
 refilings and continuations thereof as Lender deems necessary or advisable to
 create, preserve and protect such lien. When and if Mortgagor and Lender
 shall respectively become the debtor and secured party in any Uniform
 Commercial Code financing statement affecting the Mortgaged Property (or
 Lender takes possession of personal property delivered by Mortgagor where
 possession is the means of perfection of the security interest), then, at
 Lenders sole election, this Mortgage shall be deemed a security agreement as
 defined in such Uniform Commercial Code, and the remedies for any violation
 of the covenants, terms and conditions of the agreements herein contained
 shall be as prescribed herein or by general law, or, as to such part of the
 security which is also reflected in such financing statement, by the specific
 statutory consequences now or hereafter enacted and specified in the Uniform
 Commercial Code. | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
| | (b)       Without limitation of the foregoing,
 if an Event of Default occurs, Lender shall be entitled immediately to
 exercise all remedies available to it under the Uniform Commercial Code and
 this Section 1.11. Mortgagor shall, in such event and if Lender so requests,
 assemble the tangible personal property at Mortgagors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | expense, at a convenient place designated by Lender. Lender may
 publicly or privately sell or otherwise dispose of such fixtures, machinery,
 appliances, equipment, furniture and personal property upon such terms and in
 such manner as Lender may require. Mortgagor shall pay all expenses incurred
 by Lender in the collection of such indebtedness, including attorneys fees
 and legal expenses, and in the repair of any real estate or other property to
 which any of the tangible personal property may be affixed. If any
 notification of intended disposition of any of the personal property is
 required by law, such notification shall be deemed reasonable and proper if
 given at least ten (10) days before such disposition. Any proceeds of the
 disposition of any of the personal property may be applied by Lender to the
 payment of the reasonable expenses of retaking, holding, preparing for sale
 and selling the personal property, including attorneys fees and legal expenses,
 and any balance of such proceeds may be applied by Lender toward the payment
 of such of Mortgagors Liabilities, and in such order of application, as
 Lender may from time to time elect. If an Event of Default occurs, Lender
 shall have the right to exercise and shall automatically succeed to all
 rights of Mortgagor with respect to intangible personal property subject to
 the security interest granted herein. Any party to any contract subject to
 the security interest granted herein shall be entitled to rely on the rights
 of Lender without the necessity of any further notice or action by Mortgagor.
 Lender shall not by reason of this Mortgage or the exercise of any right
 granted hereby be obligated to perform any obligation of Mortgagor with
 respect to any portion of the personal property nor shall Lender be
 responsible for any act committed by Mortgagor, or any breach or failure to
 perform by Mortgagor with respect to any portion of the personal property. | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| | (c)       Mortgagor and Lender agree that the
 filing of a financing statement in the records normally having to do with
 personal property shall never be construed as in any way derogating from or
 impairing the express declaration and intention of the parties hereto,
 hereinabove stated, that everything used in connection with the production of
 income from the Mortgaged Property and/or adapted for use therein and/or
 which is described or reflected in this Mortgage is, and at all times and for
 all purposes and in all proceedings, legal or equitable, shall be regarded as
 part of the real estate encumbered by this Mortgage irrespective of whether
 (i) any such item is physically attached to the Land or Improvements, (ii)
 serial numbers are used for the better identification of certain equipment
 items capable of being thus identified in a recital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | contained herein or in any list filed with Lender, or (iii) any such
 item is referred to or reflected in any such financing statement so filed at
 any time. Similarly, the mention in any such financing statement of (1)
 rights in or to the proceeds of any fire and/or hazard insurance policy, or
 (2) any award in eminent domain proceedings for a taking or for loss of
 value, or (3) Mortgagors interest as lessor in any present or future lease
 or rights to income growing out of the use and/or occupancy of the Mortgaged
 Property, whether pursuant to lease or otherwise, shall never be construed as
 in any way altering any of the rights of Lender as determined by this
 instrument or adversely affecting the priority of Lenders lien granted
 hereby or by any other recorded document. Any such mention in any such
 financing statement is declared to be for the protection of Lender in the
 event any court or judge shall at any time hold with respect to clauses (1),
 (2) or (3) above, that notice of Lenders priority of interest, to be
 effective against a particular class of persons, including, but not limited
 to, the federal government and any subdivisions or entity of the federal
 government, must be filed in the Uniform Commercial Code records.                                                                                                                                 | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | 1.12.     Assignment
 of Rents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 
| | (a)        The assignment of rents, income and
 other benefits contained in Section (G) of the Granting Clauses of this
 Mortgage shall be fully operative without any further action on the part of
 either party, and, specifically, Lender shall be entitled, at its option,
 upon the occurrence of an Event of Default hereunder, to all rents, income
 and other benefits from the Mortgaged Property, whether or not Lender takes
 possession of such property. Mortgagor hereby further grants to Lender the
 right effective upon the occurrence of an Event of Default to do any or all
 of the following, at Lenders option: (i) enter upon and take possession of
 the Mortgaged Property for the purpose of collecting the rents, income and
 other benefits; (ii) dispossess by the usual summary proceedings any tenant
 defaulting in the payment thereof to Lender; (iii) lease the Mortgaged
 Property or any part thereof; (iv) repair, restore and improve the Mortgaged
 Property; and (v) apply the rents, income and other benefits, after payment
 of certain expenses and capital expenditures relating to the Mortgaged
 Property, on account of Mortgagors Liabilities in such order and manner as
 Lender may elect. Such assignment and grant shall continue in effect until
 Mortgagors Liabilities are paid in full, the execution of this Mortgage
 constituting and evidencing the irrevocable consent of | 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Mortgagor to the entry upon and taking possession of the Mortgaged
 Property by Lender pursuant to such grant, whether or not foreclosure
 proceedings have been instituted. Neither the exercise of any rights under
 this section by Lender nor the application of any such rents, income or other
 benefits to payment of Mortgagors Liabilities shall cure or waive any Event
 of Default or notice provided for hereunder, or invalidate any act done
 pursuant hereto or pursuant to any such notice, but shall be cumulative of
 all other rights and remedies. Notwithstanding the foregoing, so long as no
 Event of Default has occurred or is continuing, Mortgagor shall have the
 right and authority to continue to collect the rents, income and other
 benefits from the Mortgaged Property as they become due and payable but not
 more than thirty (30) days prior to the due date thereof. The existence or
 exercise of such right of Mortgagor to collect said rents, income and other benefits
 shall not operate to subordinate this assignment to any subsequent assignment
 of said rents, income or other benefits, in whole or in part, by Mortgagor,
 and any such subsequent assignment by Mortgagor shall be subject to the
 rights of Lender hereunder. | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | (b)        Mortgagor shall not permit any rent
 under any lease of the Mortgaged Property to be collected more than thirty
 (30) days in advance of the due date thereof and, upon any receiver, Lender,
 anyone claiming by, through or under Lender or any purchaser at a foreclosure
 sale coming into possession of the Mortgaged Property, no tenant shall be
 given credit for any rent paid more than thirty (30) days in advance of the
 due date thereof. Mortgagor shall act promptly to enforce all available remedies
 against any delinquent lessee so as to protect the interest of the lessor
 under the leases and to preserve the value of the Mortgaged Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 

1.13.     After-Acquired
Property. To the extent permitted by, and subject to,
applicable law, the lien of this Mortgage, including without limitation the
security interest created under Section 1.11, shall automatically attach,
without further act, to all property hereafter acquired by Mortgagor located in
or on, or attached to, or used or intended to be used in connection with, or
with the operation of, the Mortgaged Property or any part thereof.

1.14.     Leases
Affecting Mortgaged Property.

| |                                                                                                                                                                                                                                                                                                                                          | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)        Mortgagor shall comply with and perform in a complete and timely
 manner all of its obligations as landlord under all leases affecting the
 Mortgaged Property or any part thereof. Mortgagor shall give notice to Lender
 of any default by the landlord under any lease affecting the Mortgaged
 Property promptly upon the | 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | occurrence of such default, but, in any event, in such time to afford
 Lender an opportunity to cure any such default prior to the tenant having any
 right to terminate the lease. Each of the leases shall contain a provision
 requiring the tenant to notify Lender of any default by landlord and granting
 an opportunity for a reasonable time after such notice to cure such default
 prior to any right accruing to the tenant to terminate such lease. Mortgagor,
 if requested by Lender, shall furnish promptly to Lender (i) original or
 certified copies of all such leases now existing or hereafter created, as
 amended from time to time, and (ii) a current rent roll in form satisfactory
 to Lender. Lender shall have the right to notify at any time and from time to
 time any tenant of the Mortgaged Property of any provision of this Mortgage. | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
| | (b)        The assignment contained in Section
 (H) of the Granting Clauses shall not be deemed to impose upon Lender any of
 the obligations or duties of the landlord or Mortgagor provided in any lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 

1.15.     Management
of Mortgaged Property. Mortgagor shall cause the
Mortgaged Property to be managed at all times in accordance with sound business
practice.

1.16.     Execution
of Leases. Mortgagor shall not permit any leases to be
made of the Mortgaged Property or existing leases to be modified, terminated,
extended or renewed without the prior written consent of Lender.

1.17     Expenses.
Mortgagor shall pay when due and payable, and otherwise on demand made by
Lender, all appraisal fees, recording fees, taxes, brokerage fees and
commissions, abstract fees, title insurance fees, escrow fees, attorneys fees,
court costs, documentary and expert evidence, fees of inspecting architects and
engineers, and all other costs and expenses of every character which have been
incurred or which may hereafter be incurred by Lender in connection with any of
the following:

| |                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | (a)        Any court or administrative
 proceeding involving Mortgagor, the Mortgaged Property or the Loan
 Instruments to which Lender is made a party or is subject to subpoena by
 reason of its being a holder of any of the Loan Instruments, including without
 limitation bankruptcy, insolvency, reorganization, probate, eminent domain,
 condemnation, building code and zoning proceedings; | 
| |                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | (b)        Any court or administrative
 proceeding or other action undertaken by Lender to enforce any remedy or to
 collect any indebtedness due under this Mortgage or any of the other Loan                                                                                                                                                                                                         | 

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| |                                                                                                                                                                                                                                                                                                                                                   | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Instruments following a default thereunder, including without
 limitation a foreclosure of this mortgage or a public or private sale under
 the Uniform Commercial Code;                                                                                                                                                                          | 
| |                                                                                                                                                                                                                                                                                                                                                   | 
| | (c)        Any remedy exercised by Lender
 following an Event of Default including foreclosure of this Mortgage and
 actions in connection with taking possession of the Mortgaged Property or
 collecting rents assigned hereby;                                                                                                                 | 
| |                                                                                                                                                                                                                                                                                                                                                   | 
| | (d)        Any activity in connection with any
 request by Mortgagor or anyone acting on behalf of Mortgagor that Lender
 consent to a proposed action which, pursuant to this Mortgage or any of the
 other Loan Instruments may be undertaken or consummated only with the prior
 consent of Lender, whether or not such consent is granted; or | 
| |                                                                                                                                                                                                                                                                                                                                                   | 
| | (e)        Any negotiation undertaken between
 Lender and Mortgagor or anyone acting on behalf of Mortgagor pertaining to
 the existence or cure of any default under or the modification or extension
 of any of the Loan Instruments.                                                                                                           | 

If
Mortgagor fails to pay said costs and expenses as above provided, Lender may
elect, but shall not be obligated, to pay the costs and expenses described in
this Section 1.17, and if Lender does so elect, then the amounts paid by Lender
shall bear interest at the Default Rate and, together with interest, shall be
added to Mortgagors Liabilities. Mortgagor will, upon demand by Lender,
reimburse Lender for all such expenses, together with all accrued and unpaid
interest thereon. In the event of foreclosure hereof, Lender shall be entitled
to add to the indebtedness found to be due by the court a reasonable estimate
of such expenses to be incurred after entry of the decree of foreclosure. To
the extent permitted by law, Mortgagor agrees to hold harmless Lender against
and from, and reimburse it for, all claims, demands, liabilities, losses,
damages, judgments, penalties, costs and expenses, including without limitation
attorneys fees, which may be imposed upon, asserted against, or incurred or
paid by it by reason of or in connection with any bodily injury or death or
property damage occurring in or upon or in the vicinity of the Mortgaged
Property through any cause whatsoever, or asserted against it on account of any
act performed or omitted to be performed hereunder, or on account of any
transaction arising out of or in any way connected with the Mortgaged Property,
this Mortgage, the other Loan Instruments or any of Mortgagors Liabilities.

| |                                                                                                                                                                                                                                                                              | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | 1.18     Lenders Performance of Mortgagors Obligations.                                                                                                                                                                                                                    | 
| |                                                                                                                                                                                                                                                                              | 
| | (a)        If Mortgagor fails to pay any tax,
 assessment, encumbrance or other imposition, or to furnish insurance
 hereunder, or to perform any other covenant, condition or term in this
 Mortgage, the Guaranty or any other Loan Instrument, Lender may, but shall
 not | 

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National Association
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | be obligated to, pay, obtain or perform the same. All payments made,
 whether such payments are regular or accelerated payments, and costs and
 expenses incurred or paid by Lender in connection therewith shall be due and
 payable immediately. The amounts so incurred or paid by Lender shall bear
 interest at the Default Rate and, together with interest, shall be added to
 Mortgagors Liabilities. Lender is hereby empowered to enter and to authorize
 others to enter upon the Mortgaged Property or any part thereof for the
 purpose of performing or observing any covenant, condition or term that Mortgagor
 has failed to perform or observe, without thereby becoming liable to
 Mortgagor or any person in possession holding under Mortgagor. Performance or
 payment by Lender of any obligation of Mortgagor shall not relieve Mortgagor
 of such obligation or of the consequences of having failed to perform or pay
 the same and shall not effect the cure of any Event of Default.                                                                                                                                                                                                                                                                        | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
| | (b)        Without limitation of the foregoing,
 unless Mortgagor provides Lender with evidence of the insurance coverage
 required by this Mortgage, Lender may purchase insurance at Mortgagors
 expense to protect Lenders interests in the Mortgaged Property. This
 insurance may, but need not, protect Mortgagors interest. The coverage that
 Lender purchases may not pay any claim that Mortgagor may make or any claim
 that is made against Mortgagor in connection with the Mortgaged Property.
 Mortgagor may later cancel any insurance purchased by Lender, but only after
 providing Lender with evidence that Mortgagor has obtained insurance as required
 by this Mortgage. If Lender purchases insurance for the Mortgaged Property,
 Mortgagor will be responsible for the costs of such insurance, including
 interest and any other charges that may be imposed in connection with the
 placement of such insurance, until the effective date of the cancellation or
 expiration of such insurance. Without limitation of any other provision of
 this Mortgage, the cost of such insurance shall be added to the indebtedness
 secured hereby. The cost of the insurance may be more than the cost of
 insurance Mortgagor may be able to obtain on its own. | 

1.19.     Payment
of Superior Liens. To the extent that Lender, after
the date hereof, pays any sum due under any provision of law or instrument or
document creating any lien superior or equal in priority in whole or in part to
the lien of this Mortgage, Lender shall have and be entitled to a lien on the
premises equal in parity with that discharged, and Lender shall be subrogated
to and receive and enjoy all rights and liens possessed, held or enjoyed by,
the holder of such lien, which shall remain in existence and

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benefit Lender to secure the Guaranty, and all obligations and
liabilities secured hereby. Lender shall be subrogated, notwithstanding their
release of record, to mortgages, trust deeds, superior titles, vendors liens,
mechanics and materialmens liens, charges, encumbrances, rights and equities
on the Mortgaged Property to the extent that any obligation under any thereof
is paid or discharged with proceeds of disbursements or advances subject to the
Guaranty or other indebtedness secured hereby.

1.20.     Use
of the Mortgaged Property. Mortgagor shall not suffer
or permit the Mortgaged Property, or any portion thereof, to be used for any
purpose other than for the purposes for which it is currently being used and,
without limitation of the foregoing, Mortgagor shall not use or permit the use
of the Mortgaged Property or any portion thereof for any unlawful purpose.

1.21.     Litigation
Involving Mortgaged Property. Mortgagor shall promptly
notify Lender of any litigation, administrative procedure or proposed
legislative action initiated against Mortgagor or the Mortgaged Property or in
which the Mortgaged Property is directly or indirectly affected including any
proceedings which seek to (i) enforce any lien against the Mortgaged Property,
(ii) correct, change or prohibit any existing condition, feature or use of the
Mortgaged Property, (iii) condemn or demolish the Mortgaged Property, (iv)
take, by the power of eminent domain, any portion of the Mortgaged Property or
any property which would damage the Mortgaged Property, (v) modify the zoning
applicable to the Mortgaged Property, or (vi) otherwise adversely affect the
Mortgaged Property. Mortgagor shall initiate or appear in any legal action or
other appropriate proceedings when necessary to protect the Mortgaged Property
from damage. Mortgagor shall, upon written request of Lender, represent and
defend the interests of Lender in any proceedings described in this Section
1.21 or, at Lenders election, pay the fees and expenses of any counsel
retained by Lender to represent the interest of Lender in any such proceedings,
in which event such fees and expenses shall be added to Mortgagors Liabilities
and shall bear interest at the Default Rate.

1.22.     Environmental
Matters.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)        Mortgagor represents and warrants that Mortgagor has not
 generated, used, stored, treated, transported, manufactured, handled,
 produced or disposed of any Hazardous Materials (as defined in the Loan
 Agreement), on or off the Mortgaged Property in any manner which at any time
 violates any Environmental Law (as defined in the Loan Agreement) or any
 license, permit, certificate, approval or similar authorization thereunder
 and the operations of the Mortgagor comply in all material respects with all
 Environmental Laws and all licenses, permits, certificates, approvals and
 similar authorizations thereunder; (ii) there has been no investigation,
 proceeding, complaint, order, directive, claim, citation or notice by any
 governmental authority or any other Person, nor is any pending or to the best
 of the Mortgagors knowledge threatened, and Mortgagor shall immediately
 notify | 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Lender upon becoming aware of any such investigation, proceeding,
 complaint, order, directive, claim, citation or notice and take prompt and
 appropriate actions to respond thereto, with respect to any non-compliance
 with or violation of the requirements of any Environmental Law by Mortgagor
 or the release, spill or discharge, threatened or actual, of any Hazardous
 Materials or the generation, use, storage, treatment, transportation,
 manufacture, handling, production or disposal of any Hazardous Materials or
 any other environmental, health or safety matter, which affects Mortgagor or
 its business, operations or assets or any properties at which Mortgagor has
 transported, stored or disposed of any Hazardous Materials; (iii) Mortgagor
 has no material liability (contingent or otherwise) in connection with a
 release, spill or discharge, threatened or actual, of any Hazardous Materials
 or the generation, use, storage, treatment, transportation, manufacture,
 handling, production or disposal of any Hazardous Materials; and (iv) without
 limiting the generality of the foregoing, Mortgagor shall, following the
 determination by Lender that there is non-compliance, or any condition which
 requires any action by or on behalf of Mortgagor in order to avoid any
 non-compliance, with any Environmental Law, at Mortgagors expense, cause an
 independent environmental engineer acceptable to Lender to conduct such tests
 of the relevant site(s) as are appropriate and prepare and deliver a report
 setting forth the result of such tests, a proposed plan for remediation and
 an estimate of the costs thereof; and | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | (b)     Mortgagor agrees to defend (with counsel satisfactory to Lender),
 protect, indemnify and hold harmless Lender, each affiliate or subsidiary of
 Lender, and each of their respective officers, directors, employees,
 attorneys and agents (each an Indemnified Party)
 from and against any and all liabilities, obligations, losses, damages,
 penalties, actions, judgments, suits, claims, costs, expenses and
 disbursements of any kind or nature (including, without limitation, the
 disbursements and the reasonable fees of counsel for each Indemnified Party in
 connection with any investigative, administrative or judicial proceeding,
 whether or not the Indemnified Party shall be designated a party thereto),
 which may be imposed on, incurred by, or asserted against, any Indemnified
 Party (whether direct, indirect or consequential and whether based on any
 federal, state or local laws or regulations, including, without limitation,
 securities laws and regulations, Environmental Laws and commercial laws and
 regulations, under common law or in equity, or based on contract or
 otherwise) in any manner relating to or arising out of this Mortgage or any
 other Loan                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Instrument, or any act, event or transaction related or attendant
 thereto, the making or issuance and the management of the Loans or the use or
 intended use of the proceeds of the Loans; provided, however, that Mortgagor
 shall not have any obligation hereunder to any Indemnified Party with respect
 to matters caused by or resulting from the willful misconduct or gross
 negligence of such Indemnified Party, further provided, that with respect to
 matters asserted by the Mortgagor, Mortgagor shall not have any obligations
 hereunder to any Indemnified Party in the event the Mortgagor has obtained a
 final nonappealable judgment in its favor. To the extent that the undertaking
 to indemnify set forth in the preceding sentence may be unenforceable because
 it is violative of any law or public policy, Mortgagor shall satisfy such
 undertaking to the maximum extent permitted by applicable law. Any liability,
 obligation, loss, damage, penalty, cost or expense covered by this indemnity
 shall be paid to each Indemnified Party on demand, and, failing prompt
 payment, shall, together with interest thereon at the highest rate then
 applicable to Loans hereunder from the date incurred by each Indemnified
 Party until paid by Mortgagor, be added to the Mortgagors Liabilities and be
 secured by the Mortgaged Property. The provisions of this paragraph shall
 survive the satisfaction and payment of the other Mortgagors Liabilities and
 the release of this Mortgage. | 

ARTICLE TWO

DEFAULTS

2.1.     Event
of Default. The term Event of Default, wherever used in this
Mortgage, shall mean any one or more of the following events:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)     The failure by Mortgagor: (i) to pay
 or deposit when due any deposit for taxes and assessments due hereunder or
 any other sums to be paid by Mortgagor hereunder or under the Guaranty; or
 (ii) to keep, perform, or observe any covenant, condition or agreement
 contained in Sections 1.4.1, 1.6.1, 1.6.2, 1.9 or 1.20 hereof; or (iii) to
 keep, perform or observe any other covenant, condition or agreement on the
 part of Mortgagor in this Mortgage. | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
| | (b)     The occurrence of an Event of
 Default under and as defined in the Guaranty, the Loan Agreement or any of
 the other Loan Instruments.                                                                                                                                                                                                                                                                                                                          | 

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| |                                                                                                                                                       | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (c)     The untruth of any warranty or
 representation made herein.                                                                                   | 
| |                                                                                                                                                       | 
| | (d)     An uninsured loss, damage,
 destruction or taking by eminent domain or other condemnation proceedings of
 any part of the Mortgaged Property. | 

ARTICLE THREE
REMEDIES

3.1.     Acceleration
of Maturity. If an Event of Default shall have
occurred, Lender may declare Mortgagors Liabilities to be immediately due and
payable, and upon such declaration Mortgagors Liabilities shall immediately
become and be due and payable without further demand or notice. The foregoing
shall not be in limitation of any provision contained in any other Loan
Instrument, including without limitation any such provision pursuant to which
Mortgagors Liabilities become immediately due and payable without action or
election by Lender.

3.2.     Lenders
Power of Enforcement. If an Event of Default shall
have occurred, Lender may, either with or without entry or taking possession as
provided in this Mortgage or otherwise, and without regard to whether or not
Mortgagors Liabilities shall have been accelerated, and without prejudice to
the right of Lender thereafter to bring an action of foreclosure or any other
action for any default existing at the time such earlier action was commenced
or arising thereafter, proceed by any appropriate action or proceeding: (a) to
enforce satisfaction of the Guaranty and/or any other of Mortgagors
Liabilities or the performance of any term hereof or any of the other Loan
Instruments; (b) to foreclose this Mortgage and to have sold, as an entirety or
in separate lots or parcels, the Mortgaged Property; and (c) to pursue any
other remedy available to it. Lender may take action either by such proceedings
or by the exercise of its powers with respect to entry or taking possession, or
both, as Lender may determine. Without limitation of the foregoing, if an Event
of Default shall have occurred, as an alternative to the right of foreclosure
for the full indebtedness evidenced by the Guaranty and the interest accrued
thereon and any other Mortgagors Liabilities, after acceleration thereof,
Lender shall have the right to institute partial foreclosure proceedings with
respect to the portion of Mortgagors Liabilities so in default, as if under a
full foreclosure, and without declaring all of Mortgagors Liabilities to be
immediately due and payable (such proceedings being referred to herein as partial foreclosure),
and provided that, if Lender has not elected to accelerate all of Mortgagors
Liabilities and a foreclosure sale is made because of default in payment of
only a part of Mortgagors Liabilities, such sale may be made subject to the
continuing lien of this Mortgage for the unmatured part of Mortgagors
Liabilities. Any sale pursuant to a partial foreclosure, if so made, shall not
in any manner affect the unmatured portion of Mortgagors Liabilities, but as
to such unmatured portion, this Mortgage and the lien thereof shall remain in
full force and effect just as though no

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foreclosure sale had been made. Notwithstanding the filing of any
partial foreclosure or entry of a decree of sale therein, Lender may elect, at
any time prior to a foreclosure sale pursuant to such decree, to discontinue
such partial foreclosure and to accelerate Mortgagors Liabilities by reason of
any Event of Default upon which such partial foreclosure was predicated or by
reason of any other defaults, and proceed with full foreclosure proceedings.
Lender may proceed with one or more partial foreclosures without exhausting its
right to proceed with a full or partial foreclosure sale for any unmatured
portion of Mortgagors Liabilities, it being the purpose to permit, from time
to time a partial foreclosure sale for any matured portion of Mortgagors
Liabilities without exhausting the power to foreclose and to sell the Mortgaged
Property pursuant to any partial foreclosure in respect of any other portion of
Mortgagors Liabilities, whether matured at the time or subsequently maturing,
and without exhausting at any time the right of acceleration and the right to
proceed with a full foreclosure.

3.3.      Lenders
Right to Enter and Take Possession, Operate and Apply Income.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)        If an Event of Default shall have
 occurred, (i) Mortgagor, upon demand of Lender, shall forthwith surrender to
 Lender the actual possession of the Mortgaged Property, and to the extent
 permitted by law, Lender itself, or by such officers or agents as it may
 appoint, is hereby expressly authorized to enter and take possession of all
 or any portion of the Mortgaged Property and may exclude Mortgagor and the
 agents and employees of Mortgagor wholly therefrom and shall have joint
 access with Mortgagor to the books, papers and accounts of Mortgagor; and
 (ii) notwithstanding the provisions of any lease or other agreement to the
 contrary, Mortgagor shall pay monthly in advance to Lender, on Lenders entry
 into possession, or to any receiver appointed to collect the rents, income
 and other benefits of the Mortgaged Property, the fair and reasonable rental
 value for the use and occupation of such part of the Mortgaged Property as
 may be in possession of Mortgagor, or any entity affiliated with or
 controlled by Mortgagor, and upon default in any such payment Mortgagor shall
 vacate and surrender possession of such part of the Mortgaged Property to
 Lender or to such receiver, and in default thereof Mortgagor may be evicted
 by summary proceedings or otherwise. | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | (b)        If Mortgagor shall for any reason
 fail to surrender or deliver the Mortgaged Property or any part thereof after
 Lenders demand, Lender may obtain a judgment or decree conferring on Lender
 the right to immediate possession or requiring Mortgagor to deliver immediate
 possession of all or part of the Mortgaged Property to Lender, to the entry
 of which judgment or decree Mortgagor hereby specifically consents. Mortgagor
 shall pay to Lender, upon                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | demand, all costs and expenses of obtaining such judgment or decree
 and reasonable compensation to Lender, its attorneys and agents, and all such
 costs, expenses and compensation shall, until paid, be secured by the lien of
 this Mortgage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | (c)     Upon every such entering upon or
 taking of possession, Lender, to the extent permitted by law, may hold,
 store, use, operate, manage and control the Mortgaged Property and conduct
 the business thereof, and, from time to time:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | (i)     perform such construction, make all
 necessary and proper maintenance, repairs, renewals, replacements, additions
 and improvements thereto and thereon, and purchase or otherwise acquire
 additional fixtures and personal property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | (ii)     insure or keep the Mortgaged
 Property insured;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | (ii)     manage and operate the Mortgaged
 Property and exercise all the rights and powers of Mortgagor, on its behalf
 or otherwise, with respect to the same;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | (iv)     enter into agreements with others
 to exercise the powers herein granted Lender, all as Lender from time to time
 may determine; and Lender may collect and receive all the rents, income and
 other benefits of the Mortgaged Property, including those past due as well as
 those accruing thereafter; and shall apply the monies so received by Lender,
 in such order and manner as Lender may determine, to (1) the payment of
 amounts due under the Guaranty or pursuant to this Mortgage or to any other
 Mortgagors Liabilities, (2) deposits for taxes and assessments, (3) the
 payment or creation of reserves for payment of insurance, taxes, assessments
 and other proper charges or liens or encumbrances upon the Mortgaged Property
 or any part thereof, and (4) the compensation, expenses and disbursements of
 the agents, attorneys and other representatives of Lender; and | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| | (v)     exercise such remedies as are
 available to Lender under the Loan Instruments or at law or in equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 

Lender shall surrender possession of the Mortgaged Property to
Mortgagor only when all Mortgagors Liabilities shall have been paid in full
and all other defaults have been cured. However, the same right to take
possession shall exist if any subsequent Event of Default shall occur.

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3.4.     Leases.
Lender is authorized to foreclose this Mortgage subject to the rights, if any,
of any or all tenants of the Mortgaged Property, even if the rights of any such
tenants are or would be subordinate to the lien of this Mortgage. Lender may
elect to foreclose the rights of some subordinate tenants while foreclosing
subject to the rights of other subordinate tenants.

3.5.     Purchase
by Lender. Upon any foreclosure sale, Lender may bid
for and purchase all or any portion of the Mortgaged Property and, upon
compliance with the terms of the sale, may hold, retain and possess and dispose
of such property in its own absolute right without further accountability.

3.6.     Application
of Foreclosure Sale Proceeds. The proceeds of any
foreclosure sale of the Mortgaged Property or any part thereof received by
Lender shall be applied by Lender to the indebtedness secured hereby in such
order and manner as Lender may elect.

3.7.     Application
of Indebtedness Toward Purchase Price. Upon any foreclosure
sale, Lender may apply any or all of the indebtedness and other sums due to
Lender under the Guaranty, this Mortgage or any other Loan Instrument to the
price paid by Lender at the foreclosure sale.

3.8.     Waiver
of Appraisement, Valuation, Stay, Extension and Redemption Laws.
Mortgagor hereby waives any and all rights of redemption. Mortgagor further
agrees, to the full extent permitted by law, that in case of an Event of
Default, neither Mortgagor nor anyone claiming through or under it will set up,
claim or seek to take advantage of any reinstatement, appraisement, valuation,
stay or extension laws now or hereafter in force, or take any other action
which would prevent or hinder the enforcement or foreclosure of this Mortgage
or the absolute sale of the Mortgaged Property or the final and absolute
putting into possession thereof, immediately after such sale, of the purchaser
thereat. Mortgagor, for itself and all who may at any time claim through or
under it, hereby waives, to the full extent that it may lawfully so do, the
benefit of all such laws, and any and all right to have the assets comprising
the Mortgaged Property marshalled upon any foreclosure of the lien hereof and
agrees that Lender or any court having jurisdiction to foreclose such lien may
sell the Mortgaged Property in part or as an entirety.

3.9.     Receiver
- Lender in Possession. If an Event of Default shall
have occurred, Lender, to the extent permitted by law and without regard to the
value of the Mortgaged Property or the adequacy of the security for the
indebtedness and other sums secured hereby, shall be entitled as a matter of
right and without any additional showing or proof, at Lenders election, to
either the appointment by the court of a receiver (without the necessity of
Lender posting a bond) to enter upon and take possession of the Mortgaged
Property and to collect all rents, income and other benefits thereof and apply
the same as the court may direct or to be placed by the court into possession
of the Mortgaged Property as mortgagee in possession with the same power herein
granted to a receiver

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LaSalle Bank National Association
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Page 63

and with all other rights and privileges of a mortgagee in possession
under law. The right to enter and take possession of and to manage and operate
the Mortgaged Property, and to collect all rents, income and other benefits
thereof, whether by a receiver or otherwise, shall be cumulative to any other
right or remedy hereunder or afforded by law and may be exercised concurrently
therewith or independently thereof. Lender shall be liable to account only for
such rents, income and other benefits actually received by Lender, whether
received pursuant to this Section 3.9 or Section 3.3. Notwithstanding the
appointment of any receiver or other custodian, Lender shall be entitled as
pledgee to the possession and control of any cash, deposits or instruments at
the time held by, or payable or deliverable under the terms of this Mortgage to
Lender.

3.10.     Mortgagor
to Pay Mortgagors Liabilities in Event of Default; Application of Monies by
Lender.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | (a)        Upon occurrence of an Event of
 Default, Lender shall be entitled to sue for and to recover judgment against
 Mortgagor for Mortgagors Liabilities due and unpaid together with costs and
 expenses, including, without limitation, the reasonable compensation,
 expenses and disbursements of Lenders agents, attorneys and other
 representatives, either before, after or during the pendency of any
 proceedings for the enforcement of this Mortgage; and the right of Lender to
 recover such judgment shall not be affected by any taking of possession or
 foreclosure sale hereunder, or by the exercise of any other right, power or
 remedy for the enforcement of the terms of this Mortgage, or the foreclosure
 of the lien hereof. | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | (b)        In case of a foreclosure sale of all
 or any part of the Mortgaged Property and of the application of the proceeds
 of sale to the payment of Mortgagors Liabilities, Lender shall be entitled
 to enforce all other rights and remedies under the Loan Instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | (c)        Mortgagor hereby agrees, to the
 extent permitted by law, that no recovery of any judgment by Lender under any
 of the Loan Instruments, and no attachment or levy of execution upon any of
 the Mortgaged Property or any other property of Mortgagor, shall (except as
 otherwise provided by law) in any way affect the lien of this Mortgage upon
 the Mortgaged Property or any part thereof or any lien, rights, powers or
 remedies of Lender hereunder, but such lien, rights, powers and remedies
 shall continue unimpaired as before until Mortgagors Liabilities are paid in
 full.                                                                                                                                                     | 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | (d)        Any monies collected or received by
 Lender under this Section 3.12 shall be applied to the payment of
 compensation, expenses and disbursements of the agents, attorneys and other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 

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LaSalle Bank National Association
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| |                                                                                                                                                                                                                                                              | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | representatives of Lender, and the balance remaining shall be applied
 to the payment of Mortgagors Liabilities, in such order and manner as Lender
 may elect, and any surplus, after payment of all Mortgagors Liabilities,
 shall be paid to Mortgagor. | 

3.11.     Delay
or Omission. No delay or omission of Lender in the
exercise of any right, power or remedy accruing upon any Event of Default shall
exhaust or impair any such right, power or remedy, or be construed to waive any
such Event of Default or to constitute acquiescence therein. Every right, power
and remedy given to Lender may be exercised from time to time and as often as
may be deemed expedient by Lender.

3.12.     Waiver
of Default. No waiver of any Event of Default
hereunder shall extend to or affect any subsequent or any other Event of
Default then existing, or impair any rights, powers or remedies in respect
thereof.

3.13.     Remedies
Cumulative. No right, power or remedy conferred upon
or reserved to Lender by the Guaranty, this Mortgage or any other Loan
Instrument or any instrument evidencing or securing Mortgagors Liabilities is
exclusive of any other right, power or remedy, but each and every such right,
power and remedy shall be cumulative and concurrent and shall be in addition to
any other right, power and remedy given hereunder or under the Guaranty or any
other Loan Instrument or any instrument evidencing or securing Mortgagors
Liabilities, or now or hereafter existing at law, in equity or by statute.

ARTICLE FOUR

MISCELLANEOUS
PROVISIONS

4.1     Heirs,
Successors and Assigns Included in Parties. Whenever
Mortgagor or Lender is named or referred to herein, heirs and successors and
assigns of such person or entity shall be included, and all covenants and agreements
contained in this Mortgage shall bind the successors and assigns of Mortgagor,
including any subsequent owner of all or any part of the Mortgaged Property and
inure to the benefit of the successors and assigns of Lender. This Section 4.1
shall not be construed to permit an assignment, transfer, conveyance,
encumbrance or other disposition otherwise prohibited by this Mortgage.

4.2.     Notices.
All notices, requests, reports, demands or other instruments required or
contemplated to be given or furnished under this Mortgage to Mortgagor or
Lender shall be directed to Mortgagor or Lender as the case may be at the
following addresses:

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LaSalle Bank National
Association
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Page 65

| |                   |                                    |  | 
| | ----------------- | ---------------------------------- |  | 
| | If to
 Lender:    | LaSalle Bank
 National Association | 
| |                   | 135 South
 LaSalle Street          | 
| |                   | Chicago,
 Illinois 60603-4105      | 
| |                   | Attention: Stephanie
 Kline        | 
| |                   |                                    | 
| | If to
 Mortgagor: | 3300 N.
 Kenmore Street            | 
| |                   | South Bend,
 Indiana 46628         | 
| |                   |                                    | 
| |                   |                                    | 
| |                   | Attention:                         |  | 

Any such notices, requests, reports, demands or other instruments shall
be (i) personally delivered to the offices set forth above, in which case they
shall be deemed delivered on the date of delivery to said offices, (ii) sent by
certified mail, return receipt requested, in which case they shall be deemed
delivered three (3) business days after deposit in the U.S. mail, postage
prepaid, or (iii) sent by air courier (Federal Express or like service), in
which case they shall be deemed delivered on the date of actual delivery.
Either party may change the address to which any such notice, report, demand or
other instrument is to be delivered by furnishing written notice of such change
to the other party in compliance with the foregoing provisions.

4.3.     Headings.
The headings of the articles, sections, paragraphs and subdivisions of this
Mortgage are for convenience only, are not to be considered a part hereof, and
shall not limit, expand or otherwise affect any of the terms hereof.

4.4.     Invalid
Provisions. In the event that any of the covenants,
agreements, terms or provisions contained in the Guaranty, the Notes, this
Mortgage or in any other Loan Instrument shall be invalid, illegal or
unenforceable in any respect, the validity of the remaining covenants,
agreements, terms or provisions contained herein or in the Guaranty, the Notes
or in any other Loan Instrument (or the application of the covenant, agreement,
term held to be invalid, illegal or unenforceable, to persons or circumstances
other than those in respect of which it is invalid, illegal or unenforceable)
shall be in no way affected, prejudiced or disturbed thereby.

4.5.     Changes.
Neither this Mortgage nor any term hereof may be released, changed, waived,
discharged or terminated orally, or by any action or inaction, but only by an
instrument in writing signed by the party against which enforcement of the
release, change, waiver, discharge or termination is sought. To the extent
permitted by law, any agreement hereafter made by Mortgagor and Lender relating
to this Mortgage shall be superior to the rights of the holder of any
intervening lien or encumbrance. Any holder of a lien or encumbrance junior to
the lien of this Mortgage shall take its lien subject to the right of Lender to
amend, modify or supplement this Mortgage, the Guaranty or any of the other
Loan Instruments, to extend the maturity of Mortgagors Liabilities or any
portion thereof, to vary the rate of interest chargeable under the Notes and to
increase the amount of the indebtedness secured hereby, in each and every case
without obtaining the

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LaSalle Bank
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Page 66

consent of the holder of such junior lien and without the lien of this
Mortgage losing its priority over the rights of any such junior lien.

4.6.     Governing
Law. This Mortgage shall be construed, interpreted,
enforced and governed by and in accordance with the laws of the State of
Illinois except
that the internal laws of the State where the Mortgaged Property is located
shall govern with respect to the validity, creation, perfection, priority and
enforcement of the liens and security interests created hereby.

4.7.     Required
Notices. Mortgagor shall notify Lender promptly of the
occurrence of any of the following: (i) receipt of notice from any governmental
authority relating to the violation of any rule, regulation, law or ordinance,
the enforcement of which would materially and adversely affect the Mortgaged Property;
(ii) material default by any tenant in the performance of its obligations under
any lease of all or any portion of the Mortgaged Property or receipt of any
notice from any such tenant claiming that a default by landlord in the
performance of its obligations under any such lease has occurred; or (iii)
commencement of any judicial or administrative proceedings by or against or
otherwise adversely affecting Mortgagor or the Mortgaged Property.

4.8.     Future
Advances. This Mortgage is given to secure a guaranty
of not only existing indebtedness, but also future advances (whether such
advances are obligatory or are to be made at the option of Lender, or
otherwise) made by Lender under the Notes, to the same extent as if such future
advances were made on the date of the execution of this Mortgage. The total
amount of principal indebtedness that may be so secured may decrease or
increase from time to time, but all principal indebtedness secured hereby
shall, in no event, exceed $ 30,000,000.

4.9.     Release.
Upon full payment and satisfaction of Mortgagors Liabilities, Lender shall
issue to Mortgagor an appropriate release deed in recordable form.

4.10.     Attorneys
Fees. Whenever reference is made herein to the payment
or reimbursement of attorneys fees, such fees shall be deemed to include
compensation to staff counsel, if any, of Lender in addition to the fees of any
other attorneys engaged by Lender. All attorneys fees incurred by Lender in
connection with the foreclosure of this Mortgage shall be recoverable in
foreclosure.

4.11.     Compliance
with Mortgage Foreclosure Law. In the event that any
provision in this Mortgage shall be inconsistent with any applicable statutory
provision governing the creation, perfection or enforcement of mortgages, such
provisions shall take precedence over the provisions of this Mortgage, but
shall not invalidate or render unenforceable any other provision of this
Mortgage that can be construed in a manner consistent with such provisions. If
any provision of this Mortgage shall grant to Lender any rights or remedies
upon default of Mortgagor which are more limited than the rights that would
otherwise be vested in Lender under applicable law in the absence of said

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LaSalle Bank
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Page 67

provision, Lender shall be vested with such rights applicable law to
the full extent permitted by law.

4.12.     WAIVER
OF TRIAL BY JURY. TO INDUCE LENDER TO MAKE THE LOAN,
MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES
ANY AND ALL RIGHTS WHICH MORTGAGOR MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY
LEGAL PROCEEDINGS IN WHICH MORTGAGOR AND LENDER ARE ADVERSE PARTIES, IN
CONNECTION WITH THE NOTES, THIS MORTGAGE OR ANY OF THE OTHER LOAN INSTRUMENTS.

4.13.     CONSENT
TO JURISDICTION, SERVICE OF PROCESS. TO INDUCE LENDER
TO MAKE THE LOAN, MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY
AGREES THAT ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF THE
NOTES, THIS MORTGAGE OR ANY OF THE OTHER LOAN INSTRUMENTS SHALL BE INSTITUTED
AND LITIGATED ONLY IN COURTS HAVING SITUS IN THE CITY OF CHICAGO, ILLINOIS, AND
MORTGAGOR HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE
OR FEDERAL COURT LOCATED AND HAVING SITUS IN SAID CITY OF CHICAGO, AND WAIVES
ANY OBJECTION BASED ON FORUM NON CONVENIENS. MORTGAGOR HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND
ALL PROCESS, AND CONSENTS THAT, AT LENDERS OPTION, ALL SUCH SERVICE OF PROCESS
MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO MORTGAGOR
AT THE ADDRESS FOR MORTGAGOR INDICATED IN SECTION 4.2 ABOVE.

IN
WITNESS WHEREOF, Mortgagor has caused this instrument to be executed by its
duly authorized officers as of the day and year first above written.

|        |                              |  | 
|------- | ---------------------------- |  | 
|        | MORTGAGOR:                  
|        |                             
|        | SPIN-CAST
 PLASTICS, INC.,  
|        | a______________
 corporation
|        |                             
|        | By:                          |  | 
|        | Name:                        |  | 
|        | Title:                       |  | 
|        |                             
|        | LENDER:                     
|        |                             
|        | LASALLE BANK
 NATIONAL      
|ATTEST: | ASSOCIATION                 
|        |                             
|        | By:                          |  | 

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LaSalle Bank National
Association
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Page 68

|    |  |  |        |                 
|--- |  |  | ------ | ----------------
|By  |  |  | Name:  | Stephanie
 Kline
|Its |  |  | Title: | Vice
 President 
|    |  |  |        |                 
|    |  |  |        |                 

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LaSalle Bank National Association
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Page 69

ACKNOWLEDGMENT

STATE OF INDIANA           )
                                                )
SS
COUNTY OF               )

I,
__________________________, a Notary Public in and for and residing in said          County          and          State,          DO          HEREBY          CERTIFY          THAT
________________________________     and     ___________________________,     the ________________  and  _________________________
of SPIN-CAST PLASTICS, INC., a___ __________________ corporation, personally
known to me to be the same persons whose names are subscribed to the foregoing
instrument appeared before me this day in person and acknowledged that they
signed and delivered said instrument as their own free and voluntary act and as
the free and voluntary act of said corporation for the uses and purposes
therein set forth.

GIVEN
under my hand and notarial seal this ______ day of ___________, 200__.

| |                        
| | -----------------------
| | Notary Public          
| |                        
| | My
 Commission Expires:
| |                        
| |                        

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EXHIBIT A - LEGAL DESCRIPTION

A tract of land in part of Township 38 North, Range 2 County, Indiana,
described the Northeast Quarter of Section 28, East, City of South Bend, St. Joseph as follows:

COMMENCING at the Northeast corner of Section 28; thence South
89o 48 O5 West, 966.00 feet
along the North line of said Section
28; thence South 00o 00 23 West 40.00 feet to the South boundary of Cleveland Road; thence South 89o
48 05 West, 289.00 feet along
said South boundary; thence South 44o 54 14 West, 14.17 feet to the East boundary of Kenmore
Street; thence South 00o 00
23 West, 146.76 feet along said East boundary; thence along said East boundary, Southeasterly
294.37 feet along an arc to the
left, having a radius of 1869.86 feet, subtended by a long chord, having a bearing of South 04o
30 13 East, and a length of
294,07 feet to the point of beginning of this description; thence North 89o 48 05 East 581.88 feet; thence South 00o 00 23 West, 472.86 feet; thence
South 89o 58 56 West, 498.99 feet
to said East boundary of Kenmore Street; thence North 09o 59 37 West, 445.88 feet along said East boundary; thence Northwesterly 31.98 feet along an arc
to the right, having a radius
of 1869.86 feet and subtended by a long chord, having a bearing of North 09o 3015 West, and a length of 31.98 feet to the place of beginning.

Subject to legal highways.

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LaSalle Bank
National Association
April 20, 2005
Page 2

EXHIBIT M

ASSIGNMENT AND ASSUMPTION AGREEMENT
(SECURITY AGREEMENT)

This
Assignment and Assumption Agreement is made and entered into as of this 20th
day of April, 2005 by and between The Northern Trust Company, an
Illinois banking corporation, as Agent for the benefit of Lenders under that
certain Existing Credit Agreement (as defined herein) (Northern) and LaSalle
Bank National Association, a national banking association (LaSalle).

RECITALS:

A.     Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing
Lenders) entered into and are parties to that certain Credit Agreement, dated
as of May 16, 2003, as amended by a First Amendment, dated as of December 9,
2003; by a Second Amendment, dated as of June 30, 2004; by a Third Amendment,
dated as of September 10, 2004 and a Fourth Amendment dated as of February 9,
2005 (Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans

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LaSalle Bank
National Association
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Page 3

and to assign to LaSalle their rights and
obligations under the Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign all of its right title and interest in certain
Collateral, as defined, in and subject to the terms of that certain Security
Agreement, dated as of June 30, 2004, between the Borrower and the Subsidiary
Guarantors, as Debtor, and Northern, as the secured party, as defined in the
Existing Credit Agreement (the  Security Agreement).

WITNESSETH:

NOW,
THEREFORE,
pursuant to the provisions of the Agreement, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged:

1.     Assignment
and Assumption. Northern hereby assigns and conveys to LaSalle,
its successors and assigns all right, title and interest of Northern, as
Agent for the Existing Lenders, in and to the Security Agreement and collateral
secured thereby. LaSalle hereby accepts the assignment and assumption of
the foregoing Agreement, and agrees that LaSalle or its successors or
assigns will assume and perform the unperformed and partially performed
obligations, liabilities and duties of Northern thereunder in accordance
with the terms hereof and thereof. Northern hereby covenants and agrees,
upon request of LaSalle or the successors or assigns of either of them,
to execute and deliver to Northern or LaSalle or their successors or
assigns such other and further assignment, documents or instruments of
assignment and transfer and to do such actions, supplemental or confirmatory,
as may be required by LaSalle or the successors or assigns of either of
them in connection with the transfer of Northerns rights, title and
interests pursuant to the foregoing Security Agreement, and to otherwise fulfill
and discharge the obligations of assignment and transfer of the Security
Agreement to LaSalle under the terms of this Agreement.

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LaSalle Bank National Association
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Page 4

2.     Miscellaneous.

(A)     This
Assignment and Assumption Agreement shall be governed by the internal laws of
the State of Illinois.

(B)     This
Assignment and Assumption Agreement shall be effective when executed by the
parties hereto and accepted by LaSalle.

IN
WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption Agreement this 20th
day of April, 2005.

| |                                       |               
| | ------------------------------------- | --------------
| | THE NORTHERN
 TRUST COMPANY, as Agent
| |                                      
| | By:                                   |               
| | Name:                                 | Erin Sullivan 
| | Title:                                | Vice President

|                                   |                 | 
|---------------------------------- | --------------- | 
|Accepted and Agreed to this       
|20th
 day of April, 2005.         
|                                  
|LASALLE BANK NATIONAL
 ASSOCIATION
|                                  
|By:                                |                 | 
|Name:                              | Stephanie Kline | 
|Title:                             | Vice President  | 

4

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LaSalle Bank
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April 20, 2005
Page 5

EXHIBIT N

ASSIGNMENT AND ASSUMPTION AGREEMENT
(TRADEMARK SECURITY AGREEMENT)

This
Assignment and Assumption Agreement is made and entered into as of this 20th
day of April, 2005 by and between The Northern Trust Company, an
Illinois banking corporation, as Agent for the benefit of Lenders under that
certain Existing Credit Agreement (as defined herein) (Northern) and LaSalle
Bank National Association, a national banking association (LaSalle).

RECITALS:

A.     Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing
Lenders) entered into and are parties to that certain Credit Agreement, dated
as of May 16, 2003, as amended by a First Amendment, dated as of December 9,
2003; by a Second Amendment, dated as of June 30, 2004; by a Third Amendment,
dated as of September 10, 2004 and a Fourth Amendment dated as of February 9,
2005 (Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans

5

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LaSalle Bank
National Association
April 20, 2005
Page 6

and to assign to LaSalle their rights and
obligations under the Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement as amended by the Amended and Restated Credit Agreement, dated as of
the date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign all of its right title and interest in certain Trademarks
pledged as collateral, as defined, in and subject to the terms of that certain
Trademark Security Agreement, dated as of September 10, 2004, between Energy
Absorption Systems, Inc., as Pledgor, and Northern, as the Pledgee, as defined
therein, (the  Trademark Security Agreement).

WITNESSETH:

NOW,
THEREFORE,
pursuant to the provisions of the Agreement, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged:

1.     Assignment
and Assumption. Northern hereby assigns and conveys to LaSalle,
its successors and assigns all right, title and interest of Northern, as
Agent for the Existing Lenders, in and to the Trademark Security Agreement and
collateral secured thereby. LaSalle hereby accepts the assignment and
assumption of the foregoing Trademark Security Agreement, and agrees that LaSalle
or its successors or assigns will assume and perform the unperformed and
partially performed obligations, liabilities and duties of Northern
thereunder in accordance with the terms hereof and thereof. Northern
hereby covenants and agrees, upon request of LaSalle or the successors
or assigns of either of them, to execute and deliver to LaSalle or the
successors or assigns of either of them such other and further assignment,
documents or instruments of assignment and transfer and to do such actions,
supplemental or confirmatory, as may be required by LaSalle or the
successors or assigns of either of them in connection with the transfer of Northerns
rights, title and interests pursuant to the foregoing Trademark Security
Agreement, and to otherwise fulfill and discharge the obligations of assignment
and transfer of the Trademark Security Agreement to LaSalle under the
terms of this Agreement.

6

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LaSalle Bank
National Association
April 20, 2005
Page 7

2.     Miscellaneous.

(A)     This
Assignment and Assumption Agreement shall be governed by the internal laws of
the State of Illinois.

(B)     This
Assignment and Assumption Agreement shall be effective when executed by the
parties hereto and accepted by LaSalle.

IN
WITNESS WHEREOF,
the parties hereto have executed this Assignment and Assumption Agreement this 20th
day of April, 2005.

| |                                       |               
| | ------------------------------------- | --------------
| | THE NORTHERN
 TRUST COMPANY, as Agent
| |                                      
| | By:                                   |               
| | Name:                                 | Erin Sullivan 
| | Title:                                | Vice President

|                                   |                 | 
|---------------------------------- | --------------- | 
|Accepted and Agreed to this       
|20th
 day of April, 2005.         
|                                  
|LASALLE BANK NATIONAL
 ASSOCIATION
|                                  
|By:                                |                 | 
|Name:                              | Stephanie Kline | 
|Title:                             | Vice President  | 

7

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LaSalle Bank National Association
April 20, 2005
Page 8

|                        |  |  
|----------------------- |  | -
|STATE OF_______________ |  | )
|                        |  | :
|________________COUNTY  |  | )

I,
the undersigned authority, a Notary Public in and for said County in said
State, hereby certify that _________________________, whose name as
______________________________ of ______________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN
under my hand and seal, this ______ day of _______________, 2005.

|                   |                         |  | 
|------------------ | ----------------------- |  | 
|[ NOTARIAL
 SEAL ] |                        
|                   | Notary Public          
|                   |                        
|                   | Print Name:             | 
|                   |                        
|                   | My
 Commission Expires: | 

8

---



LaSalle Bank National Association
April 20, 2005
Page 9

|                        |  |  
|----------------------- |  | -
|STATE OF_______________ |  | )
|                        |  | :
|________________COUNTY  |  | )

I,
the undersigned authority, a Notary Public in and for said County in said
State, hereby certify that _________________________, whose name as
______________________________ of ______________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN
under my hand and seal, this ______ day of _______________, 2005.

|                   |                         |  | 
|------------------ | ----------------------- |  | 
|[ NOTARIAL
 SEAL ] |                        
|                   | Notary Public          
|                   |                        
|                   | Print Name:             | 
|                   |                        
|                   | My
 Commission Expires: | 

9

---



LaSalle Bank
National Association
April 20, 2005
Page 10

EXHIBIT O

ASSIGNMENT AND ASSUMPTION AGREEMENT
(PATENT SECURITY AGREEMENT)

This
Assignment and Assumption Agreement is made and entered into as of this 20th
day of April, 2005 by and between The Northern Trust Company, an
Illinois banking corporation, as Agent for the benefit of Lenders under that
certain Existing Credit Agreement (as defined herein) (Northern) and LaSalle
Bank National Association, a national banking association (LaSalle).

RECITALS:

A.     Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing
Lenders) entered into and are parties to that certain Credit Agreement, dated
as of May 16, 2003, as amended by a First Amendment, dated as of December 9,
2003; by a Second Amendment, dated as of June 30, 2004; by a Third Amendment,
dated as of September 10, 2004 and a Fourth Amendment dated as of February 9,
2005 (Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans

10

---



LaSalle Bank
National Association
April 20, 2005
Page 11

and to assign to LaSalle their rights and
obligations under the Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement as amended by an Amended and Restated Credit Agreement, dated as of
the date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign all of its right title and interest in certain Patents
pledged as collateral, as defined, in and subject to the terms of that certain
Patent Security Agreement, dated as of September 10, 2004, between Energy
Absorption Systems, Inc, as Pledgor, and Northern, as Pledgee, as defined
therein (the  Patent Security Agreement).

WITNESSETH:

NOW,
THEREFORE,
pursuant to the provisions of this Agreement and the Patent Security Agreement,
and for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged:

1.     Assignment
and Assumption. Northern hereby assigns and conveys to LaSalle,
its successors and assigns all right, title and interest of Northern, as
Agent for the Existing Lenders, in and to the Patent Security Agreement and
collateral secured thereby. LaSalle hereby accepts the assignment and
assumption of the foregoing Patent Security Agreement, and agrees that LaSalle
or its successors or assigns will assume and perform the unperformed and
partially performed obligations, liabilities and duties of Northern
thereunder in accordance with the terms hereof and thereof. Northern
hereby covenants and agrees, upon request of LaSalle or the successors
or assigns of either of them, to execute and deliver to LaSalle or the
successors or assigns of either of them such other and further assignment,
documents or instruments of assignment and transfer and to do such actions,
supplemental or confirmatory, as may be required by LaSalle or the
successors or assigns of either of them in connection with the transfer of Northerns
rights, title and interests pursuant to the foregoing Patent Security
Agreement, and to otherwise fulfill and discharge the obligations of assignment
and transfer of the Patent Security Agreement to LaSalle under the terms
of this Agreement.

11

---



LaSalle Bank
National Association
April 20, 2005
Page 12

2.     Miscellaneous.

(A)     This
Assignment and Assumption Agreement shall be governed by the internal laws of
the State of Illinois.

(B)     This
Assignment and Assumption Agreement shall be effective when executed by the
parties hereto and accepted by LaSalle.

IN
WITNESS WHEREOF,
the parties hereto have executed this Assignment and Assumption Agreement this 20th
day of April, 2005.

| |                                       |               
| | ------------------------------------- | --------------
| | THE NORTHERN
 TRUST COMPANY, as Agent
| |                                      
| | By:                                   |               
| | Name:                                 | Erin Sullivan 
| | Title:                                | Vice President

|                                   |                 | 
|---------------------------------- | --------------- | 
|Accepted and Agreed to this       
|20th
 day of April, 2005.         
|                                  
|LASALLE BANK NATIONAL
 ASSOCIATION
|                                  
|By:                                |                 | 
|Name:                              | Stephanie Kline | 
|Title:                             | Vice President  | 

12

---



LaSalle Bank National
Association
April 20, 2005
Page 13

|                        |  |  
|----------------------- |  | -
|STATE OF_______________ |  | )
|                        |  | :
|________________ COUNTY |  | )

I,
the undersigned authority, a Notary Public in and for said County in said
State, hereby certify that _________________________, whose name as
______________________________ of ______________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN
under my hand and seal, this ______ day of _______________, 2005.

|                   |                         |  | 
|------------------ | ----------------------- |  | 
|[ NOTARIAL
 SEAL ] |                        
|                   | Notary Public          
|                   |                        
|                   | Print Name:             | 
|                   |                        
|                   | My
 Commission Expires: | 

13

---



LaSalle Bank National Association
April 20, 2005
Page 14

|                        |  |  
|----------------------- |  | -
|STATE OF_______________ |  | )
|                        |  | :
|________________ COUNTY |  | )

I,
the undersigned authority, a Notary Public in and for said County in said
State, hereby certify that _________________________, whose name as
______________________________ of ______________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN
under my hand and seal, this ______ day of _______________, 2005.

|                   |                         |  | 
|------------------ | ----------------------- |  | 
|[ NOTARIAL
 SEAL ] |                        
|                   | Notary Public          
|                   |                        
|                   | Print Name:             | 
|                   |                        
|                   | My
 Commission Expires: | 

14

---



LaSalle Bank
National Association
April 20, 2005
Page 15

EXHIBIT P-1

ASSIGNMENT AND ASSUMPTION AGREEMENT
(SUBSIDIARY STOCK PLEDGE)
(QUIXOTE)

This
Assignment and Assumption Agreement is made and entered into as of this 20th
day of April, 2005 by and between The Northern Trust Company, an
Illinois banking corporation, as Agent for the benefit of Lenders under that
certain Existing Credit Agreement (as defined herein) (Northern) and LaSalle
Bank National Association, a national banking association (LaSalle).

RECITALS:

A.     Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing Lenders)
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing Lenders
Term Loan Commitment as defined in the Existing Credit Agreement and (ii)
repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans

15

---



LaSalle Bank
National Association
April 20, 2005
Page 16

and to assign to LaSalle their rights and
obligations under the Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement as amended by the Amended and Restated Credit Agreement, dated as of
the date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign all of its right title and interest in certain
Collateral, as defined, in and subject to the terms of that certain Subsidiary
Stock Pledge Agreement, dated as of September 10, 2004, between the Borrower,
as Debtor, and Northern, as the Secured Party, as defined in the Existing
Credit Agreement (the  Stock Pledge Agreement).

WITNESSETH:

NOW,
THEREFORE,
pursuant to the provisions of this Agreement, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged:

1.     Assignment
and Assumption. Northern hereby assigns and conveys to LaSalle,
its successors and assigns all right, title and interest of Northern, as
Agent for the Existing Lenders in and to the Stock Pledge Agreement and the
collateral secured thereby. LaSalle hereby accepts the assignment and
assumption of the foregoing Stock Pledge Agreement, and agrees that LaSalle
or its successors or assigns will assume and perform the unperformed and
partially performed obligations, liabilities and duties of Northern
thereunder in accordance with the terms hereof and thereof. Northern
hereby covenants and agrees, upon request of LaSalle or the successors
or assigns of either of them, to execute and deliver to LaSalle or the
successors or assigns of either of them such other and further assignment,
documents or instruments of assignment and transfer and to do such actions,
supplemental or confirmatory, as may be required by LaSalle or the
successors or assigns of either of them in connection with the transfer of Northerns
rights, title and interests pursuant to the foregoing Stock Pledge Agreement,
and to otherwise fulfill and discharge the obligations of assignment and
transfer of the Stock Pledge Agreement to LaSalle under the terms of
this Agreement.

16

---



LaSalle Bank
National Association
April 20, 2005
Page 17

2.     Miscellaneous.

(A)     This
Assignment and Assumption Agreement shall be governed by the internal laws of
the State of Illinois.

(B)     This
Assignment and Assumption Agreement shall be effective when executed by the
parties hereto and accepted by LaSalle.

IN
WITNESS WHEREOF,
the parties hereto have executed this Assignment, Assumption and Amendment
Agreement this 20th day of April, 2005.

| |                                       |               
| | ------------------------------------- | --------------
| | THE NORTHERN
 TRUST COMPANY, as Agent
| |                                      
| | By:                                   |               
| | Name:                                 | Erin Sullivan 
| | Title:                                | Vice President

|                                   |                 | 
|---------------------------------- | --------------- | 
|Accepted and Agreed to this       
|20th
 day of April, 2005.         
|                                  
|LASALLE BANK NATIONAL
 ASSOCIATION
|                                  
|By:                                |                 | 
|Name:                              | Stephanie Kline | 
|Title:                             | Vice President  | 

17

---



LaSalle Bank
National Association
April 20, 2005
Page 18

EXHIBIT P-2

ASSIGNMENT AND ASSUMPTION AGREEMENT
(SUBSIDIARY STOCK PLEDGE)
(QUIXOTE TRANSPORTATION SAFETY, INC.)

This
Assignment and Assumption Agreement is made and entered into as of this 20th
day of April, 2005 by and between The Northern Trust Company, an
Illinois banking corporation, as Agent for the benefit of Lenders under that
certain Existing Credit Agreement (as defined herein) (Northern) and LaSalle
Bank National Association, a national banking association (LaSalle).

RECITALS:

A.     Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing
Lenders) entered into and are parties to that certain Credit Agreement, dated
as of May 16, 2003, as amended by a First Amendment, dated as of December 9,
2003; by a Second Amendment, dated as of June 30, 2004; by a Third Amendment,
dated as of September 10, 2004 and a Fourth Amendment dated as of February 9,
2005 (Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans

18

---



LaSalle Bank
National Association
April 20, 2005
Page 19

and to assign to LaSalle their rights and obligations under the
Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement as amended by the Amended and Restated Credit Agreement, dated as of
the date hereof (the Amended and Restated Credit Agreement)dated as of the
date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign all of its right title and interest in certain
Collateral, as defined, in and subject to the terms of that certain Subsidiary
Stock Pledge Agreement, dated as of September 10, 2004, between the Quixote
Transportation Safety, Inc., as Debtor, and Northern, as the Secured Party, as
defined in the Existing Credit Agreement (the  Stock Pledge Agreement).

WITNESSETH:

NOW,
THEREFORE,
pursuant to the provisions of this Agreement, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged:

1.     Assignment
and Assumption. Northern hereby assigns and conveys to LaSalle,
its successors and assigns all right, title and interest of Northern, as
Agent for the Existing Lenders in and to the Stock Pledge Agreement and the
collateral secured thereby. LaSalle hereby accepts the assignment and
assumption of the foregoing Stock Pledge Agreement, and agrees that LaSalle
or its successors or assigns will assume and perform the unperformed and partially
performed obligations, liabilities and duties of Northern thereunder in
accordance with the terms hereof and thereof. Northern hereby covenants
and agrees, upon request of LaSalle or the successors or assigns of
either of them, to execute and deliver to LaSalle or the successors or assigns
of either of them such other and further assignment, documents or instruments
of assignment and transfer and to do such actions, supplemental or
confirmatory, as may be required by LaSalle or the successors or assigns
of either of them in connection with the transfer of Northerns rights,
title and interests pursuant to the foregoing Stock Pledge Agreement, and to
otherwise fulfill and discharge the obligations of assignment and transfer of
the Stock Pledge Agreement to LaSalle under the terms of this Agreement.

19

---



LaSalle Bank
National Association
April 20, 2005
Page 20

2.     Miscellaneous.

(A)     This
Assignment and Assumption Agreement shall be governed by the internal laws of
the State of Illinois.

(B)     This
Assignment and Assumption Agreement shall be effective when executed by the
parties hereto and accepted by LaSalle.

IN
WITNESS WHEREOF,
the parties hereto have executed this Assignment, Assumption and Amendment
Agreement this 20th day of April, 2005.

| |                                       |               
| | ------------------------------------- | --------------
| | THE NORTHERN
 TRUST COMPANY, as Agent
| |                                      
| | By:                                   |               
| | Name:                                 | Erin Sullivan 
| | Title:                                | Vice President

|                                   |                 | 
|---------------------------------- | --------------- | 
|Accepted and Agreed to this       
|20th
 day of April, 2005.         
|                                  
|LASALLE BANK NATIONAL
 ASSOCIATION
|                                  
|By:                                |                 | 
|Name:                              | Stephanie Kline | 
|Title:                             | Vice President  | 

20

---



LaSalle Bank
National Association
April 20, 2005
Page 21

EXHIBIT P-3

ASSIGNMENT AND ASSUMPTION AGREEMENT
(SUBSIDIARY STOCK PLEDGE)
(TRANSAFE CORPORATION)

This
Assignment and Assumption Agreement is made and entered into as of this 20th
day of April, 2005 by and between The Northern Trust Company, an
Illinois banking corporation, as Agent for the benefit of Lenders under that
certain Existing Credit Agreement (as defined herein) (Northern) and LaSalle
Bank National Association, a national banking association (LaSalle).

RECITALS:

A.     Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing
Lenders) entered into and are parties to that certain Credit Agreement, dated
as of May 16, 2003, as amended by a First Amendment, dated as of December 9,
2003; by a Second Amendment, dated as of June 30, 2004; by a Third Amendment,
dated as of September 10, 2004 and a Fourth Amendment dated as of February 9,
2005 (Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans

21

---



LaSalle Bank
National Association
April 20, 2005
Page 22

and to assign to LaSalle their rights and obligations under the
Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement as amended by the Amended and Restated Credit Agreement dated as of
the date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign all of its right title and interest in certain
Collateral, as defined, in and subject to the terms of that certain Subsidiary
Stock Pledge Agreement, dated as of September 10, 2004, between the Transafe
Corporation, as Debtor, and Northern, as the Secured Party, as defined in the
Existing Credit Agreement (the  Stock Pledge Agreement).

WITNESSETH:

NOW,
THEREFORE,
pursuant to the provisions of this Agreement, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged:

1.     Assignment
and Assumption. Northern hereby assigns and conveys to LaSalle,
its successors and assigns all right, title and interest of Northern, as
Agent for the Existing Lenders in and to the Stock Pledge Agreement and the
collateral secured thereby. LaSalle hereby accepts the assignment and
assumption of the foregoing Stock Pledge Agreement, and agrees that LaSalle
or its successors or assigns will assume and perform the unperformed and
partially performed obligations, liabilities and duties of Northern
thereunder in accordance with the terms hereof and thereof. Northern
hereby covenants and agrees, upon request of LaSalle or the successors
or assigns of either of them, to execute and deliver to LaSalle or the
successors or assigns of either of them such other and further assignment,
documents or instruments of assignment and transfer and to do such actions,
supplemental or confirmatory, as may be required by LaSalle or the
successors or assigns of either of them in connection with the transfer of Northerns
rights, title and interests pursuant to the foregoing Stock Pledge Agreement,
and to otherwise fulfill and discharge the obligations of assignment and
transfer of the Stock Pledge Agreement to LaSalle under the terms of
this Agreement.

22

---



LaSalle Bank
National Association
April 20, 2005
Page 23

2.     Miscellaneous.

(A)     This
Assignment and Assumption Agreement shall be governed by the internal laws of
the State of Illinois.

(B)     This
Assignment and Assumption Agreement shall be effective when executed by the
parties hereto and accepted by LaSalle.

IN
WITNESS WHEREOF,
the parties hereto have executed this Assignment, Assumption and Amendment
Agreement this 20th day of April, 2005.

| |                                       |               
| | ------------------------------------- | --------------
| | THE NORTHERN
 TRUST COMPANY, as Agent
| |                                      
| | By:                                   |               
| | Name:                                 | Erin Sullivan 
| | Title:                                | Vice President

|                                   |                 | 
|---------------------------------- | --------------- | 
|Accepted and Agreed to this       
|20th
 day of April, 2005.         
|                                  
|LASALLE BANK NATIONAL
 ASSOCIATION
|                                  
|By:                                |                 | 
|Name:                              | Stephanie Kline | 
|Title:                             | Vice President  | 

23

---



LaSalle Bank
National Association
April 20, 2005
Page 24

EXHIBIT P-4

ASSIGNMENT AND ASSUMPTION AGREEMENT
(SUBSIDIARY STOCK PLEDGE)
(ENERGY ABSORPTION SYSTEMS, INC.)

This
Assignment and Assumption Agreement is made and entered into as of this 20th
day of April, 2005 by and between The Northern Trust Company, an
Illinois banking corporation, as Agent for the benefit of Lenders under that
certain Existing Credit Agreement (as defined herein) (Northern) and LaSalle
Bank National Association, a national banking association (LaSalle).

RECITALS:

A.     Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing Lenders)
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans

24

---



LaSalle Bank
National Association
April 20, 2005
Page 25

and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement as amended by the Amended and Restated Credit Agreement dated as of
the date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign all of its right title and interest in certain
Collateral, as defined, in and subject to the terms of that certain Subsidiary
Stock Pledge Agreement, dated as of September 10, 2004, between the Energy
Absorption Systems, Inc., as Debtor, and Northern, as the Secured Party, as
defined in the Existing Credit Agreement (the  Stock Pledge Agreement).

WITNESSETH:

NOW, THEREFORE, pursuant to the provisions
of this Agreement, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged:

1.     Assignment
and Assumption. Northern hereby assigns and conveys to LaSalle,
its successors and assigns all right, title and interest of Northern, as
Agent for the Existing Lenders in and to the Stock Pledge Agreement and the
collateral secured thereby. LaSalle hereby accepts the assignment and
assumption of the foregoing Stock Pledge Agreement, and agrees that LaSalle
or its successors or assigns will assume and perform the unperformed and
partially performed obligations, liabilities and duties of Northern
thereunder in accordance with the terms hereof and thereof. Northern
hereby covenants and agrees, upon request of LaSalle or the successors
or assigns of either of them, to execute and deliver to LaSalle or the
successors or assigns of either of them such other and further assignment,
documents or instruments of assignment and transfer and to do such actions,
supplemental or confirmatory, as may be required by LaSalle or the
successors or assigns of either of them in connection with the transfer of Northerns
rights, title and interests pursuant to the foregoing Stock Pledge Agreement,
and to otherwise fulfill and discharge the obligations of assignment and
transfer of the Stock Pledge Agreement to LaSalle under the terms of
this Agreement.

25

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LaSalle Bank
National Association
April 20, 2005
Page 26

2.       Miscellaneous.

(A)     This
Assignment and Assumption Agreement shall be governed by the internal laws of
the State of Illinois.

(B)     This
Assignment and Assumption Agreement shall be effective when executed by the
parties hereto and accepted by LaSalle.

IN WITNESS WHEREOF, the parties hereto have
executed this Assignment, Assumption and Amendment Agreement this 20th
day of April, 2005.

| |                         |                
| | ----------------------- | ---------------
| | THE NORTHERN           
| | TRUST COMPANY, as Agent
| |                         |                
| | By:                     |                
| | Name:                   | Erin
 Sullivan 
| | Title:                  | Vice
 President

Accepted and
Agreed to this20th day of April, 2005.

LASALLE BANK
NATIONALASSOCIATION

|       |                
|------ | ---------------
|By:    |                
|Name:  | Stephanie Kline
|Title: | Vice
 President

26

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LaSalle Bank National Association
April 20, 2005
Page 27

[Company Letterhead]

Ms. Stephanie Kline
Vice President
LaSalle Bank National Association
135 S. LaSalle Street
Suite 1126
Chicago, IL 60603

EXHIBIT Q

BORROWING BASE CERTIFICATE

This Borrowing
Base Certificate (the Certificate) is furnished pursuant to that certain
Amended and Restated Credit Agreement dated as of April 20, 2005 (as amended or
modified and in effect from time to time, the Credit Agreement) among Quixote
Corporation (the Borrower) and LaSalle Bank National Association (the
Lender). This certificate, together with supporting calculations attached
hereto, is delivered to you pursuant to the terms of the Credit Agreement.
Capitalized terms used but not otherwise defined herein shall have the same
meanings herein as in the Credit Agreement.

The
undersigned on behalf of the Company hereby certifies to the Lender that at the
close of business on _______, 200_, the Schedule to Borrowing Base Certificate
attached hereto sets forth financial data and computations, all of which are
true, complete and correct.

In witness
whereof, the undersigned has executed and delivered this Certificate in the
name and on behalf of the Borrower this ___ day of ____, 200_.

| |                                         |  | 
| | --------------------------------------- |  | 
| | QUIXOTE
 CORPORATION, 
 as the Borrower
| |                                         |  | 
| | By:                                     |  | 
| | Name:                                   | 
| | Title:                                  | 

27

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LaSalle Bank National Association
April 20, 2005
Page 28

EXHIBIT R

REAFFIRMATION AND AMENDMENT OF CALIFORNIA DEED OF TRUST

This Reaffirmation and Amendment of California Deed of
Trust (this Reaffirmation), dated and effective as of April 20, 2005, (the Reaffirmation)
is executed between Energy Absorption Systems, Inc., as Grantor, (the
Grantor) in favor of LaSalle Bank National Association (LaSalle), and has
reference to the following facts and circumstances:

RECITALS

A.     Quixote
Corporation (the Borrower), The Northern Trust Company, individually and as
Administrative Agent for certain Lenders (Northern), including without
limitation, LaSalle (Existing Lenders) entered into and are parties to that
certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004 and a
Fourth Amendment dated as of February 9, 2005 (Existing Credit Agreement),
pursuant to which the Existing Lenders have made, (i) Revolving Loans to the
Borrower evidenced by certain Revolving Notes, dated as of September 10, 2004,
in the maximum aggregate principal amount of Thirty Eight Million Dollars and 00/100
($38,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to the
Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern)

28

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LaSalle Bank
National Association
April 20, 2005
Page 29

have agreed to
sell to LaSalle their outstanding pro rata share of the Revolving Loans and to
assign to LaSalle their rights and obligations under the Existing Credit
Agreement.

D.        LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.        Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign to LaSalle all of its right title and interest in
certain Mortgaged Property, as defined, in and subject to the terms of that
certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture
Filing Agreement, dated as of September 10, 2004, between the Energy Absorption
Systems, Inc., as Grantor, Chicago Title Insurance Company, as Trustee and
Northern, as the Beneficiary, as defined in the Existing Credit Agreement (the
 California Deed of Trust).

F.        LaSalle
is willing to enter into this Reaffirmation only upon the condition that
Grantor execute and deliver this Reaffirmation in favor of LaSalle.

NOW, THEREFORE, in consideration of the foregoing,
Grantor, Trustee and Beneficiary hereby agree as follows:

1.        The
Recitals to this Reaffirmation are hereby incorporated herein by this reference
thereto.

2.        Amendment
to California Deed of Trust. The California Deed of Trust is hereby amended
as follows:

(A)     The
Recitals Section of the California Deed of Trust is hereby amended and
restated in its entirety to read as follows:

A.      Quixote Corporation (the Borrower),
The Northern Trust Company (Northern), individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle Bank National
Association (LaSalle) (Existing Lenders), entered into and are parties to
that certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004 and a
Fourth Amendment dated as of February 9, 2005 (Existing Credit Agreement),

29

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LaSalle Bank
National Association
April 20, 2005
Page 30

pursuant to
which existing Credit Agreement the Existing Lenders have made, (i) Revolving
Loans to the Borrower evidenced by certain Revolving Notes, dated as of
September 10, 2004, in the maximum aggregate principal amount of Thirty Eight
Million Dollars and 00/100 ($38,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Revolving Notes)
and (ii) Term Loans to the Borrower evidenced by certain Term Notes, dated as
of May 16, 2003, in the aggregate original principal amount of Twenty Million
Dollars and 00/100 ($20,000,000), executed by the Borrower and made payable pro
rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Grantor,
as Subsidiary Guarantor executed that Subsidiary Guaranty, dated as of May 16,
2003, as amended (the Subsidiary Guaranty), in favor of Northern for the
benefit of the Existing Lenders and secured its obligations under that
Subsidiary Guaranty by granting a Mortgage on the California Property, pursuant
to that certain California Deed of Trust, dated as of September 10, 2004,
between Grantor and Northern, as Secured Party.

D.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

E.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, and the Borrower has requested and LaSalle, has agreed that LaSalle,
individually on its own, continue the Revolving Loan Commitment under the
Existing Credit Agreement, as amended by an Amended and Restated Credit
Agreement, dated as of the date hereof (the Amended and Restated Credit
Agreement), consisting of LaSalles Revolving Credit Commitment in the amount
of $30,000,000 with a sublimit for the issuance of Letters of Credit in the
amount of $10,000,000.

F.     Northern,
subject to the conditions described in Recitals D and E hereof, has agreed to
assign to LaSalle its interest in the California Deed of Trust and the
Collateral pledged thereunder.

30

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LaSalle Bank
National Association
April 20, 2005
Page 31

(B)    All
references in the California Deed of Trust (i) to the Credit Agreement shall
hereinafter be deemed to refer to the Amended and Restated Credit Agreement and
(ii) to the Beneficiary shall hereinafter be deemed to refer to LaSalle.

(C)    All
references in the California Deed of Trust to the Notes shall hereinafter
refer to the Revolving Note in the Amended and Restated Credit Agreement.

3.      Reaffirmation
of California Deed of Trust. Grantor hereby expressly reaffirms and assumes
(on the same basis as set forth in the California Deed of Trust, as hereby
amended), all of Grantors obligations and liabilities to LaSalle, as
Beneficiary as set forth in the California Deed of Trust, and Grantor, agrees
to be bound by and abide by and operate and perform under and pursuant to and
comply fully with all of the terms, conditions, provisions, agreements,
representations, undertakings, warranties, guarantees, indemnities and
covenants contained in the California Deed of Trust, in so far as such
obligations and liabilities may be modified by this Reaffirmation.

4.      This
Reaffirmation shall inure to the benefit of Bank, its successors and assigns
and be binding upon Grantor, LaSalle, and their individual successors and
assigns.

31

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LaSalle Bank
National Association
April 20, 2005
Page 32

IN
WITNESS WHEREOF, this instrument has been executed and delivered as of the day
and year first written above.

ENERGY ABSORPTION SYSTEMS, INC.,
as Grantor

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

LASALLE BANK NATIONAL 
ASSOCIATION, as Beneficiary

|       |                 
|------ | ----------------
|By:    |                 
|Name:  | Stephanie
 Kline
|Title: | Vice
 President 

CHICAGO TITLE INSURANCE COMPANY,
as Trustee

|       | 
|------ | 
|By:    | 
|Name:  | 
|Title: | 

32

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LaSalle Bank
National Association
April 20, 2005
Page 33

|                        |  
|----------------------- | -
|STATE OF
 _____________ | )
|                        | :
|_____________
 COUNTY   | )

I,
the undersigned authority, a Notary Public in and for said County in said
State, hereby certify that _________________________, whose name as
______________________________ of ______________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN
under my hand and seal, this ______ day of _______________, 2005.

|                   |                         |  | 
|------------------ | ----------------------- |  | 
|[ NOTARIAL
 SEAL ] |                        
|                   | Notary Public          
|                   |                        
|                   | Print Name:             | 
|                  
|                   | My
 Commission Expires: | 

33

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LaSalle Bank National
Association
April 20, 2005
Page 34

|                        |  
|----------------------- | -
|STATE OF
 _____________ | )
|                        | :
|_____________
 COUNTY   | )

I,
the undersigned authority, a Notary Public in and for said County in said
State, hereby certify that _________________________, whose name as
______________________________ of ______________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN
under my hand and seal, this ______ day of _______________, 2005.

|                   |                         |  | 
|------------------ | ----------------------- |  | 
|[ NOTARIAL
 SEAL ] |                        
|                   | Notary Public          
|                   |                        
|                   | Print Name:             | 
|                  
|                   | My
 Commission Expires: | 

34

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LaSalle Bank
National Association
April 20, 2005
Page 35

EXHIBIT S

REAFFIRMATION AND AMENDMENT OF PENNSYLVANIA MORTGAGE

This Reaffirmation and Amendment of Pennsylvania
Mortgage (this Reaffirmation), dated and effective as of April 20, 2005, (the
Reaffirmation) is executed between Nu-Metrics, Inc. (the Mortgagor), in
favor of LaSalle Bank National Association (LaSalle), and has reference to
the following facts and circumstances:

RECITALS

A.     Quixote
Corporation (the Borrower), The Northern Trust Company, individually and as
Administrative Agent for certain Lenders (Northern), including without
limitation, LaSalle (Existing Lenders) entered into and are parties to that
certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004 and a
Fourth Amendment dated as of February 9, 2005 (Existing Credit Agreement),
pursuant to which the Existing Lenders have made, (i) Revolving Loans to the
Borrower evidenced by certain Revolving Notes, dated as of September 10, 2004,
in the maximum aggregate principal amount of Thirty Eight Million Dollars and
00/100 ($38,000,000), executed by the Borrower and made payable pro rata to the
order of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to
the Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers obligations
on the Term Loans and Term Notes and terminated the Existing Lenders Term Loan
Commitment as defined in the Existing Credit Agreement and (ii) repaid a
portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving

35

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LaSalle Bank
National Association
April 20, 2005
Page 36

Loans and to
assign to LaSalle their rights and obligations under the Existing Credit
Agreement.

D.       LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.       Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign to LaSalle all of its right title and interest in
certain Mortgaged Property, as defined, in and subject to the terms of that
certain Open-End Mortgage, dated as of September 10, 2004, between the
Mortgagor, and Northern, as the Bank, as defined in the Existing Credit
Agreement (the  Pennsylvania Mortgage).

F.       LaSalle
is willing to enter into this Reaffirmation only upon the condition that Debtors
execute and deliver this Reaffirmation in favor of LaSalle.

NOW, THEREFORE, in consideration of the foregoing,
Mortgagor and LaSalle hereby agree as follows:

1.        The
Recitals to this Reaffirmation are hereby incorporated herein by this reference
thereto.

2.        Amendment
to Pennsylvania Mortgage. The Pennsylvania Mortgage is hereby amended as
follows:

(A)     The
Recitals Section of the Pennsylvania Mortgage is hereby amended and restated
in its entirety to read as follows:

A.   Quixote
Corporation (the Borrower), The Northern Trust Company (Northern),
individually and as Administrative Agent for certain Lenders, including without
limitation, LaSalle Bank National Association (LaSalle) (Existing Lenders),
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement), pursuant to which existing Credit Agreement the
Existing Lenders have made, (i) Revolving Loans to the Borrower evidenced by
certain Revolving Notes, dated as of September 10, 2004, in the maximum
aggregate principal amount of Thirty

36

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LaSalle Bank
National Association
April 20, 2005
Page 37

Eight Million
Dollars and 00/100 ($38,000,000), executed by the Borrower and made payable pro
rata to the order of the Existing Lenders (the Revolving Notes) and (ii) Term
Loans to the Borrower evidenced by certain Term Notes, dated as of May 16,
2003, in the aggregate original principal amount of Twenty Million Dollars and
00/100 ($20,000,000), executed by the Borrower and made payable pro rata to the
order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Nu-Metrics,
Inc., as Subsidiary Guarantor, executed that Subsidiary Guaranty, dated as of
May 16, 2003, as amended (the Subsidiary Guaranty), in favor of Northern for
the benefit of the Existing Lenders and secured their obligations under that
Subsidiary Guaranty by pledging certain Mortgaged Property, pursuant to that
certain Pennsylvania Mortgage, dated as of September 10, 2004, between
Mortgagor and Northern, as Secured Party.

D.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

E.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, and the Borrower has requested and LaSalle, has agreed that LaSalle,
individually on its own, continue the Revolving Loan Commitment under the
Existing Credit Agreement, as amended by an Amended and Restated Credit
Agreement, dated as of the date hereof (the Amended and Restated Credit
Agreement), consisting of LaSalles Revolving Credit Commitment in the amount
of $30,000,000 with a sublimit for the issuance of Letters of Credit in the
amount of $10,000,000.

F.     Northern,
subject to the conditions described in Recitals D and E hereof, has agreed to
assign to LaSalle its interest in the Pennsylvania Mortgage and the Collateral
pledged thereunder.

(B)     All
references in the Pennsylvania Mortgage (i) to the Credit Agreement shall
hereinafter be deemed to refer to the Amended and Restated

37

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LaSalle Bank
National Association
April 20, 2005
Page 38

Credit Agreement and (ii) to the Bank shall hereinafter be deemed to
refer to LaSalle.

(C)     All
references in the Pennsylvania Mortgage to the Loan Documents shall
hereinafter be deemed to refer to the definition of such term in the Amended
and Restated Credit Agreement.

(D)     The
reference to $58,000,000 in the Granting Clause is hereby deleted and
$30,000,000 is substituted in lieu thereof.

3.       Reaffirmation
of Pennsylvania Mortgage. Mortgagor hereby expressly reaffirms and assumes
(on the same basis as set forth in the Pennsylvania Mortgage, as hereby
amended), all of Mortgagors obligations and liabilities to LaSalle, as Bank as
set forth in the Pennsylvania Mortgage, and the Mortgagor agrees to be bound by
and abide by and operate and perform under and pursuant to and comply fully
with all of the terms, conditions, provisions, agreements, representations,
undertakings, warranties, guarantees, indemnities and covenants contained in
the Pennsylvania Mortgage, in so far as such obligations and liabilities may be
modified by this Reaffirmation.

4.       This
Reaffirmation shall inure to the benefit of Bank, Mortgagor, its successors and
assigns and be binding upon Mortgagor, LaSalle, and their individual successors
and assigns.

38

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LaSalle Bank
National Association
April 20, 2005
Page 39

IN
WITNESS WHEREOF, this instrument has been executed and delivered as of the day
and year first written above.

NU-METRICS, INC., as Mortgagor

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

LASALLE BANK NATIONAL 
ASSOCIATION, as Bank

|       |                 
|------ | ----------------
|By:    |                 
|Name:  | Stephanie
 Kline
|Title: | Vice
 President 

39

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LaSalle Bank
National Association
April 20, 2005
Page 40

|                        |  
|----------------------- | -
|STATE OF
 _____________ | )
|                        | :
|_____________
 COUNTY   | )

I,
the undersigned authority, a Notary Public in and for said County in said
State, hereby certify that _________________________, whose name as
______________________________ of ______________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN
under my hand and seal, this ______ day of _______________, 2005.

|                   |                        |  | 
|------------------ | ---------------------- |  | 
|[ NOTARIAL
 SEAL ] |                       
|                   | Notary Public         
|                   |                       
|                   | Print Name:            | 
|                   | My Commission Expires: | 

40

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LaSalle Bank
National Association
April 20, 2005
Page 41

|                        |  
|----------------------- | -
|STATE OF
 _____________ | )
|                        | :
|_____________
 COUNTY   | )

I,
the undersigned authority, a Notary Public in and for said County in said
State, hereby certify that _________________________, whose name as
______________________________ of ______________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN
under my hand and seal, this ______ day of _______________, 2005.

|                   |                        |  | 
|------------------ | ---------------------- |  | 
|[ NOTARIAL
 SEAL ] |                       
|                   | Notary Public         
|                   |                       
|                   | Print Name:            | 
|                   | My Commission Expires: | 

41

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LaSalle Bank National Association
April 20, 2005
Page 42

EXHIBIT T

REAFFIRMATION AND AMENDMENT OF ALABAMA MORTGAGE

This Reaffirmation and Amendment of Alabama Mortgage
(this Reaffirmation), dated and effective as of April 20, 2005, (the
Reaffirmation) is executed between Energy Absorption Systems (AL) LLC, (the
Mortgagor), in favor of LaSalle Bank National Association (LaSalle), and
has reference to the following facts and circumstances:

RECITALS

A.     Quixote
Corporation (the Borrower), The Northern Trust Company, individually and as
Administrative Agent for certain Lenders (Northern), including without
limitation, LaSalle (the Existing Lenders) entered into and are parties to
that certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004 and a
Fourth Amendment dated as of February 9, 2005 (Existing Credit Agreement),
pursuant to which the Existing Lenders have made, (i) Revolving Loans to the
Borrower evidenced by certain Revolving Notes, dated as of September 10, 2004, in
the maximum aggregate principal amount of Thirty Eight Million Dollars and
00/100 ($38,000,000), executed by the Borrower and made payable pro rata to the
order of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to
the Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers obligations
on the Term Loans and Term Notes and terminated the Existing Lenders Term Loan
Commitment as defined in the Existing Credit Agreement and (ii) repaid a
portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving

42

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LaSalle Bank
National Association
April 20, 2005
Page 43

Loans and to
assign to LaSalle their rights and obligations under the Existing Credit
Agreement.

D.       LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.       Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign to LaSalle all of its right title and interest in
certain Mortgaged Property, as defined, in and subject to the terms of that
certain Leasehold Mortgage and Security Agreement, dated as of September 10,
2004, between Mortgagor and Northern, as Agent, as defined in the Existing
Credit Agreement (the  Alabama Mortgage).

F.       LaSalle
is willing to enter into this Reaffirmation only upon the condition that
Debtors execute and deliver this Reaffirmation in favor of LaSalle.

NOW, THEREFORE, in consideration of the foregoing,
Mortgagor and LaSalle hereby agree as follows:

1.        The
Recitals to this Reaffirmation are hereby incorporated herein by this reference
thereto.

2.        Amendment
to Alabama Mortgage. The Alabama Mortgage is hereby amended as follows:

(A)     The
Recitals Section of the Alabama Mortgage is hereby amended and restated in
their entirety to read as follows:

A.            Quixote
Corporation (the Borrower), The Northern Trust Company (Northern),
individually and as Administrative Agent for certain Lenders, including without
limitation, LaSalle Bank National Association (LaSalle) (Existing Lenders),
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement), pursuant to which existing Credit Agreement the
Existing Lenders have made, (i) Revolving Loans to the Borrower evidenced by certain
Revolving Notes, dated as of September 10, 2004, in the maximum aggregate
principal amount of Thirty

43

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LaSalle Bank
National Association
April 20, 2005
Page 44

Eight Million
Dollars and 00/100 ($38,000,000), executed by the Borrower and made payable pro
rata to the order of the Existing Lenders (the Revolving Notes) and (ii) Term
Loans to the Borrower evidenced by certain Term Notes, dated as of May 16,
2003, in the aggregate original principal amount of Twenty Million Dollars and
00/100 ($20,000,000), executed by the Borrower and made payable pro rata to the
order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Mortgagor,
as Subsidiary Guarantor executed that Subsidiary Guaranty, dated as of May 16,
2003, as amended (the Subsidiary Guaranty), in favor of Northern for the
benefit of the Existing Lenders and secured its obligations under that
Subsidiary Guaranty by pledging certain Mortgaged Property, pursuant to that
certain Alabama Mortgage, dated as of June 30, 2004, between Mortgagor and
Northern, as Agent.

D.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

E.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, and the Borrower has requested and LaSalle, has agreed that LaSalle,
individually on its own, continue the Revolving Loan Commitment under the
Existing Credit Agreement, as amended by an Amended and Restated Credit
Agreement, dated as of the date hereof (the Amended and Restated Credit
Agreement), consisting of LaSalles Revolving Credit Commitment in the amount
of $30,000,000 with a sublimit for the issuance of Letters of Credit in the
amount of $10,000,000.

F.     Northern,
subject to the conditions described in Recitals D and E hereof, has agreed to
assign to LaSalle its interest in the Alabama Mortgage and the Collateral
pledged thereunder.

(B)     All
references in the Alabama Mortgage (i) to the Credit Agreement shall
hereinafter be deemed to refer to the Amended and Restated

44

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LaSalle Bank
National Association
April 20, 2005
Page 45

Credit Agreement and (ii) to the Agent shall hereinafter be deemed to
refer to LaSalle.

(C)     All
references in the Alabama Mortgage to the Loan Documents shall hereinafter be
deemed to refer to the definition of Loan Documents in the Amended and
Restated Credit Agreement.

3.       Reaffirmation
of Alabama Mortgage. The Mortgagor hereby expressly reaffirms and assumes
(on the same basis as set forth in the Alabama Mortgage, as hereby amended),
all of Mortgagors obligations and liabilities to LaSalle as set forth in the
Alabama Mortgage, and Mortgagor agrees to be bound by and abide by and operate
and perform under and pursuant to and comply fully with all of the terms,
conditions, provisions, agreements, representations, undertakings, warranties,
guarantees, indemnities and covenants contained in the Alabama Mortgage, in so
far as such obligations and liabilities may be modified by this Reaffirmation.

4.       This
Reaffirmation shall inure to the benefit of Bank, its successors and assigns
and be binding upon the Mortgagor, LaSalle, and their individual successors and
assigns.

45

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LaSalle Bank
National Association
April 20, 2005
Page 46

IN
WITNESS WHEREOF, this instrument has been executed and delivered as of the day
and year first written above.

ENERGY ABSORPTION SYSTEMS (AL) LLC,
As Mortgagor

ENERGY
ABSORPTION SYSTEMS, INC., As Sole
Managing Member

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

LASALLE BANK NATIONAL 
ASSOCIATION

|       |                 
|------ | ----------------
|By:    |                 
|Name:  | Stephanie
 Kline
|Title: | Vice
 President 

46

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LaSalle Bank
National Association
April 20, 2005
Page 47

|                        |  
|----------------------- | -
|STATE OF
 _____________ | )
|                        | :
|_____________
 COUNTY   | )

I,
the undersigned authority, a Notary Public in and for said County in said
State, hereby certify that _________________________, whose name as
________________________________ of ________________________________, a/an
__________ corporation, is signed to the foregoing instrument and who is known
to me, acknowledged before me on this day that, being informed of the contents
of the said instrument, he/she as such officer and with full authority,
executed the same voluntarily for and as the act of said corporation.

GIVEN
under my hand and seal, this ______ day of _______________, 2005.

|                   |                        |  | 
|------------------ | ---------------------- |  | 
|[ NOTARIAL
 SEAL ] |                       
|                   | Notary Public         
|                   |                       
|                   | Print Name:            | 
|                   | My Commission Expires: | 

47

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LaSalle Bank
National Association
April 20, 2005
Page 48

|                        |  
|----------------------- | -
|STATE OF
 _____________ | )
|                        | :
|_____________
 COUNTY   | )

I,
the undersigned authority, a Notary Public in and for said County in said
State, hereby certify that _________________________, whose name as ________________________________
of ________________________________, a/an __________ corporation, is signed to
the foregoing instrument and who is known to me, acknowledged before me on this
day that, being informed of the contents of the said instrument, he/she as such
officer and with full authority, executed the same voluntarily for and as the
act of said corporation.

GIVEN
under my hand and seal, this ______ day of _______________, 2005.

|                   |                        |  | 
|------------------ | ---------------------- |  | 
|[ NOTARIAL
 SEAL ] |                       
|                   | Notary Public         
|                   |                       
|                   | Print Name:            | 
|                   | My Commission Expires: | 

48

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LaSalle Bank National Association
April 20, 2005
Page 49

EXHIBIT U

REAFFIRMATION AND AMENDMENT OF SECURITY AGREEMENT

This Reaffirmation and Amendment of Security Agreement
(this Reaffirmation), dated and effective as of April 20, 2005, (the
Reaffirmation) is executed between Quixote Corporation, Quixote
Transportation Safety, Inc., Transafe Corporation, Energy Absorption Systems,
Inc., Energy Absorption Systems (AL) LLC, Surface Systems, Inc., Nu-Metrics,
Inc., Highway Information Systems, Inc., U.S. Traffic Corporation (formerly
known as Green Light Acquisition Corporation), Peek Traffic Corporation,
(formerly known as Vision Acquisition Corporation) Spin-Cast Plastics, Inc., as
Debtors (each Debtor and collectively the Debtor) in favor of LaSalle Bank
National Association (LaSalle), and has reference to the following facts and
circumstances:

RECITALS

A.     Quixote
Corporation (the Borrower), The Northern Trust Company, individually and as
Administrative Agent for certain Lenders (Northern), including without
limitation, LaSalle (Existing Lenders) entered into and are parties to that
certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004 and a
Fourth Amendment dated as of February 9, 2005 (Existing Credit Agreement),
pursuant to which the Existing Lenders have made, (i) Revolving Loans to the
Borrower evidenced by certain Revolving Notes, dated as of September 10, 2004,
in the maximum aggregate principal amount of Thirty Eight Million Dollars and
00/100 ($38,000,000), executed by the Borrower and made payable pro rata to the
order of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to
the Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

49

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LaSalle Bank
National Association
April 20, 2005
Page 50

C.       Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

D.       LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.       Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign to LaSalle all of its right title and interest in
certain Collateral, as defined, in and subject to the terms of that certain
Security Agreement, dated as of June 30, 2004, between the Borrower and the
Subsidiary Guarantors, as Debtor, and Northern, as the secured party, as defined
in the Existing Credit Agreement; (the  Security Agreement).

F.       
LaSalle is willing to enter into this Reaffirmation only upon the condition
that Debtors execute and deliver this Reaffirmation in favor of LaSalle.

NOW, THEREFORE, in consideration of the foregoing,
each Debtor hereby agrees as follows:

1.        The
Recitals to this Reaffirmation are hereby incorporated herein by this reference
thereto.

2.        Amendment
to Security Agreement. The Security Agreement is hereby amended as follows:

(A)     The
Whereas sections of the Security Agreement are hereby amended and restated in
their entirety to read as follows:

A.   Quixote
Corporation (the Borrower), The Northern Trust Company (Northern),
individually and as Administrative Agent for certain Lenders, including without
limitation, LaSalle Bank National Association (LaSalle) (Existing Lenders),
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth

50

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LaSalle Bank National Association
April 20, 2005
Page 51

Amendment dated as of February 9, 2005 (Existing Credit Agreement), pursuant to which
existing Credit Agreement the Existing Lenders have made, (i) Revolving Loans
to the Borrower evidenced by certain Revolving Notes, dated as of September 10,
2004, in the maximum aggregate principal amount of Thirty Eight Million Dollars
and 00/100 ($38,000,000), executed by the Borrower and made payable pro rata to
the order of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to
the Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     The
Debtors, as Subsidiary Guarantors executed that Subsidiary Guaranty, dated as
of May 16, 2003, as amended, (the Subsidiary Guaranty) in favor of Northern
for the benefit of the Existing Lenders and secured their obligations under
that Subsidiary Guaranty Borrower secured its obligations under the Existing
Credit Agreement by pledging certain Collateral, pursuant to that certain
Security Agreement dated as of June 30, 2004, between Borrower, Debtors and
Northern, as Secured Party.

D.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

E.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, and the Borrower has requested and LaSalle, has agreed that LaSalle,
individually on its own, continue the Revolving Loan Commitment under the
Existing Credit Agreement, as amended by an Amended and Restated Credit
Agreement, dated as of the date hereof, (the Amended and Restated Credit
Agreement) consisting of LaSalles Revolving Credit Commitment in the amount
of $30,000,000 with a sublimit for the issuance of Letters of Credit in the
amount of $10,000,000.

51

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LaSalle Bank National Association
April 20, 2005
Page 52

F.       Northern,
subject to the conditions described in Recitals D and E hereof, has agreed to
assign to LaSalle its interest in the Security Agreement and the Collateral
pledged thereunder.

(B)     All
references in the Security Agreement to the Credit Agreement shall
hereinafter be deemed to refer to the Amended and Restated Credit Agreement.

(C)     All
references in the Security Agreement to the Related Documents shall
hereinafter have the meaning assigned to the definition of Loan Documents in
the Amended and Restated Credit Agreement.

3.       The
Borrower and each Debtor hereby expressly reaffirms and assumes and Spin-Cast
Plastics, Inc. grants a security interest to LaSalle in the Collateral as
defined in the Security Agreement, and assumes (on the same basis as set forth
in the Security Agreement, as hereby amended), all of Debtors obligations and
liabilities to Bank as set forth in the Security Agreement, and the Borrower,
each Debtor, including Spin-Cast Plastics, Inc., agrees to be bound by and
abide by and operate and perform under and pursuant to and comply fully with
all of the terms, conditions, provisions, agreements, representations,
undertakings, warranties, guarantees, indemnities and covenants contained in
the Security Agreement, in so far as such obligations and liabilities may be
modified by this Reaffirmation.

4.       This
Reaffirmation shall inure to the benefit of Bank, its successors and assigns
and be binding upon each Junior Creditor, and their individual successors and
assigns.

52

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LaSalle Bank National Association
April 20, 2005
Page 53

IN
WITNESS WHEREOF, this instrument has been executed and delivered as of the day
and year first written above.

QUIXOTE CORPORATION
QUIXOTE TRANSPORTATION SAFETY, INC.
TRANSAFE CORPORATION
ENERGY ABSORPTION SYSTEMS, INC.
ENERGY ABSORPTION SYSTEMS (AL) LLC
SURFACE SYSTEMS, INC.
NU-METRICS, INC.
HIGHWAY INFORMATION SYSTEMS, INC.
U.S. TRAFFIC CORPORATION (formerly known as
Green Light Acquisition Corporation) 
PEEK TRAFFIC CORPORATION, (formerly known as
Vision Acquisition Corporation)
SPIN-CAST PLASTICS, INC., as Subsidiary Guarantors and Debtors

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

LASALLE BANK NATIONAL 
ASSOCIATION

|       |                 
|------ | ----------------
|By:    |                 
|Name:  | Stephanie
 Kline
|Title: | Vice
 President 

53

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LaSalle Bank National Association
April 20, 2005
Page 54

EXHIBIT V

REAFFIRMATION AND AMENDMENT OF TRADEMARK SECURITY AGREEMENT

This Reaffirmation and Amendment of Trademark Security
Agreement (this Reaffirmation), dated and effective as of April 20, 2005,
(the Reaffirmation) is executed between Energy Absorption Systems, Inc., as
Pledgor (the Pledgor) in favor of LaSalle Bank National Association
(LaSalle), and has reference to the following facts and circumstances:

RECITALS

A.     Quixote
Corporation (the Borrower), The Northern Trust Company, individually and as
Administrative Agent for certain Lenders (Northern), including without limitation,
LaSalle (Existing Lenders) entered into and are parties to that certain
Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment,
dated as of December 9, 2003; by a Second Amendment, dated as of June 30, 2004;
by a Third Amendment, dated as of September 10, 2004 and a Fourth Amendment
dated as of February 9, 2005 (Existing Credit Agreement), pursuant to which
the Existing Lenders have made, (i) Revolving Loans to the Borrower evidenced
by certain Revolving Notes, dated as of September 10, 2004, in the maximum
aggregate principal amount of Thirty Eight Million Dollars and 00/100
($38,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to the
Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

54

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LaSalle Bank
National Association
April 20, 2005
Page 55

C.       Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

D.       LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.       Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign to LaSalle all of its right title and interest in
certain Trademarks, as defined, in and subject to the terms of that certain
Trademark Security Agreement, dated as of September 10, 2004, between the
Pledgor and Northern, as the Pledgee, as defined in the Existing Credit
Agreement (the  Trademark Security Agreement).

F.       LaSalle
is willing to enter into this Reaffirmation only upon the condition that
Debtors execute and deliver this Reaffirmation in favor of LaSalle.

NOW, THEREFORE, in consideration of the foregoing,
Pledgor and LaSalle hereby agree as follows:

1.        The
Recitals to this Reaffirmation are hereby incorporated herein by this reference
thereto.

2.        Amendment
to Trademark Security Agreement. The Trademark Security Agreement is hereby
amended as follows:

(A)     The
Whereas sections of the Trademark Security Agreement are hereby amended and
restated in their entirety to read as follows:

A.   Quixote
Corporation (the Borrower), The Northern Trust Company (Northern),
individually and as Administrative Agent for certain Lenders, including without
limitation, LaSalle Bank National Association (LaSalle) (Existing Lenders),
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement),

55

---



LaSalle Bank National Association
April 20, 2005
Page 56

pursuant to
which existing Credit Agreement the Existing Lenders have made, (i) Revolving
Loans to the Borrower evidenced by certain Revolving Notes, dated as of
September 10, 2004, in the maximum aggregate principal amount of Thirty Eight
Million Dollars and 00/100 ($38,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Revolving Notes)
and (ii) Term Loans to the Borrower evidenced by certain Term Notes, dated as
of May 16, 2003, in the aggregate original principal amount of Twenty Million
Dollars and 00/100 ($20,000,000), executed by the Borrower and made payable pro
rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Pledgor,
as Subsidiary Guarantor, executed that Subsidiary Guaranty, dated as of May 16,
2003, as amended (the Subsidiary Guaranty), in favor of Northern for the
benefit of the Existing Lenders and secured its obligations under that
Subsidiary Guaranty by pledging certain Trademarks, pursuant to that certain
Trademark Security Agreement dated as of September 10, 2004, between Debtors
and Northern, as Secured Party.

D.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

E.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, and the Borrower has requested and LaSalle, has agreed that LaSalle,
individually on its own, continue the Revolving Loan Commitment under the
Existing Credit Agreement, as amended by an Amended and Restated Credit
Agreement, dated as of the date hereof (the Amended and Restated Credit
Agreement), consisting of LaSalles Revolving Credit Commitment in the amount
of $30,000,000 with a sublimit for the issuance of Letters of Credit in the
amount of $10,000,000.

F.     Northern,
subject to the conditions described in Recitals D and E hereof, has agreed to
assign to LaSalle its interest in the Trademark Security Agreement and the
Collateral pledged thereunder.

56

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LaSalle Bank
National Association
April 20, 2005
Page 57

(B)     All
references in the Trademark Security Agreement (i) to the Credit Agreement
shall hereinafter be deemed to refer to the Amended and Restated Credit
Agreement and (ii) to the Pledgee shall hereinafter be deemed to refer to
LaSalle.

(C)     All
references in the Trademark Security Agreement to the Loan Documents shall
hereinafter be deemed to refer to the definition of Loan Documents in the
Amended and Restated Credit Agreement.

3.       Reaffirmation
of Trademark Security Agreement. Pledgor hereby expressly reaffirms and
assumes (on the same basis as set forth in the Trademark Security Agreement, as
hereby amended), all of Pledgors obligations and liabilities to LaSalle, as
Pledgee, as set forth in the Trademark Security Agreement, and the Pledgor
agrees to be bound by and abide by and operate and perform under and pursuant
to and comply fully with all of the terms, conditions, provisions, agreements,
representations, undertakings, warranties, guarantees, indemnities and
covenants contained in the Trademark Security Agreement, in so far as such
obligations and liabilities may be modified by this Reaffirmation.

4.       This
Reaffirmation shall inure to the benefit of Bank, its successors and assigns
and be binding upon Pledgor, LaSalle, and their individual successors and
assigns.

57

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LaSalle Bank National Association
April 20, 2005
Page 58

IN
WITNESS WHEREOF, this instrument has been executed and delivered as of the day
and year first written above.

ENERGY ABSORPTION SYSTEMS, INC., as Pledgor

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

LASALLE BANK NATIONAL 
ASSOCIATION, as Pledgee

|       |                 
|------ | ----------------
|By:    |                 
|Name:  | Stephanie
 Kline
|Title: | Vice
 President 

58

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LaSalle Bank
National Association
April 20, 2005
Page 59

EXHIBIT W

REAFFIRMATION AND AMENDMENT OF
PATENT SECURITY AGREEMENT

This
Reaffirmation and Amendment of Patent Security Agreement (this
Reaffirmation), dated and effective as of April 20, 2005, (the
Reaffirmation) is executed between Energy Absorption Systems Inc., as the
Pledgor (the Pledgor), in favor of LaSalle Bank National Association
(LaSalle), and has reference to the following facts and circumstances:

RECITALS

A.     Quixote
Corporation (the Borrower), The Northern Trust Company, individually and as
Administrative Agent for certain Lenders (Northern), including without
limitation, LaSalle (Existing Lenders) entered into and are parties to that
certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004 and a
Fourth Amendment dated as of February 9, 2005 (Existing Credit Agreement),
pursuant to which the Existing Lenders have made, (i) Revolving Loans to the
Borrower evidenced by certain Revolving Notes, dated as of September 10, 2004,
in the maximum aggregate principal amount of Thirty Eight Million Dollars and
00/100 ($38,000,000), executed by the Borrower and made payable pro rata to the
order of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to
the Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving

59

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LaSalle Bank National Association
April 20, 2005
Page 60

Loans and to assign to LaSalle their rights and obligations under the
Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign to LaSalle all of its right, title and interest as
Pledgee in certain Patents, as defined, in and subject to the terms of that
certain Patent Security Agreement, dated as of September 10, 2004, between the
Pledgor and Northern, as the secured party, as defined in the Existing Credit
Agreement (the Patent Security Agreement).

F.     LaSalle
is willing to enter into this Reaffirmation only upon the condition that
Debtors execute and deliver this Reaffirmation in favor of LaSalle.

NOW,
THEREFORE, in consideration of the foregoing, Pledgor and LaSalle hereby agree
as follows:

| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | 1.     The
 Recitals to this Reaffirmation are hereby incorporated herein by this
 reference thereto.

2.        Amendment
to Patent Security Agreement. The Patent Security Agreement is hereby
amended as follows:

(A)     The
Whereas sections of the Patent Security Agreement are hereby amended and
restated in their entirety to read as follows:

A.     Quixote
Corporation (the Borrower), The Northern Trust Company (Northern),
individually and as Administrative Agent for certain Lenders, including without
limitation, LaSalle Bank National Association (LaSalle) (Existing Lenders),
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement), pursuant to which existing Credit Agreement the
Existing Lenders have made, (i) Revolving Loans to the Borrower evidenced by
certain Revolving Notes, dated as of September 10, 2004, in the maximum
aggregate principal amount of Thirty

60

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LaSalle Bank
National Association
April 20, 2005
Page 61

Eight Million Dollars and 00/100 ($38,000,000), executed by the
Borrower and made payable pro rata to the order of the Existing Lenders (the
Revolving Notes) and (ii) Term Loans to the Borrower evidenced by certain
Term Notes, dated as of May 16, 2003, in the aggregate original principal
amount of Twenty Million Dollars and 00/100 ($20,000,000), executed by the
Borrower and made payable pro rata to the order of the Existing Lenders (the
Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior Subordinated
Notes, due February 15, 2025 (the New Subordinated Notes), the proceeds of
which New Subordinated Notes (i) repaid in full Borrowers obligations on the
Term Loans and Term Notes and terminated the Existing Lenders Term Loan
Commitment as defined in the Existing Credit Agreement and (ii) repaid a
portion of the outstanding Revolving Loans thereunder.

C.     Pledgor,
as Subsidiary Guarantor, executed that Subsidiary Guaranty, dated as of May 16,
2003, as amended (the Subsidiary Guaranty), in favor of Northern for the
benefit of the Existing Lenders and secured its obligations under that
Subsidiary Guaranty by pledging certain Patents, pursuant to that certain
Patent Security Agreement dated as of September 10, 2004, between Pledgors and
Northern, as Pledgee.

D.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

E.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, and the Borrower has requested and LaSalle, has agreed that LaSalle,
individually on its own, continue the Revolving Loan Commitment under the
Existing Credit Agreement, as amended by an Amended and Restated Credit
Agreement, dated as of the date hereof (the Amended and Restated Credit Agreement),
consisting of LaSalles Revolving Credit Commitment in the amount of
$30,000,000 with a sublimit for the issuance of Letters of Credit in the amount
of $10,000,000.

F.     Northern,
subject to the conditions described in Recitals D and E hereof, has agreed to
assign to LaSalle its interest in the Patent Security Agreement and the
Collateral pledged thereunder.

(B)     All
references in the Patent Security Agreement to the Credit Agreement shall
hereinafter be deemed to refer to the Amended and Restated Credit Agreement.

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LaSalle Bank National Association
April 20, 2005
Page 62

(C)     All
references in the Patent Security Agreement to the Loan Documents shall
hereinafter be deemed to refer to the definition of Loan Documents in the
Amended and Restated Credit Agreement.

3.     Reaffirmation
of Patent Security Agreement. Pledgor hereby expressly reaffirms and
assumes (on the same basis as set forth in the Patent Security Agreement, as
hereby amended), all of Pledgors obligations and liabilities to LaSalle, as
Pledgee, as set forth in the Patent Security Agreement, and the Pledgor agrees
to be bound by and abide by and operate and perform under and pursuant to and
comply fully with all of the terms, conditions, provisions, agreements,
representations, undertakings, warranties, guarantees, indemnities and
covenants contained in the Patent Security Agreement, in so far as such
obligations and liabilities may be modified by this Reaffirmation.

4.     This
Reaffirmation shall inure to the benefit of Bank, its successors and assigns
and be binding upon Pledgor, LaSalle, and their individual successors and
assigns.

62

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LaSalle Bank National Association
April 20, 2005
Page 63

IN
WITNESS WHEREOF, this instrument has been executed and delivered as of the day
and year first written above.

|                                                |                              | 
|----------------------------------------------- | ---------------------------- | 
|ENERGY
 ABSORPTION SYSTEMS, INC., 
 as Pledgor 
|                                                |                              | 
|By:                                             |                              | 
|Name:                                           | Daniel P. Gorey              | 
|Title:                                          | Vice President and Treasurer | 
|                                                |                              | 
|LASALLE BANK NATIONAL 
 ASSOCIATION, as Pledgee
|                                                |                              | 
|By:                                             |                              | 
|Name:                                           | Stephanie Kline              | 
|Title:                                          | Vice
 President              | 

63

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LaSalle Bank
National Association 
April 20, 2005 
Page 64

EXHIBIT X-1

REAFFIRMATION AND AMENDMENT OF
SUBSIDIARY
STOCK PLEDGE AGREEMENT
(QUIXOTE CORPORATION)

This
Reaffirmation and Amendment of Subsidiary Stock Pledge Agreement (this Reaffirmation),
dated and effective as of April 20, 2005, (the Reaffirmation) is executed
between Quixote Corporation (the Borrower) in favor of LaSalle Bank National
Association (LaSalle), and has reference to the following facts and
circumstances:

RECITALS

A.     Quixote
Corporation (the Borrower), The Northern Trust Company, individually and as
Administrative Agent for certain Lenders (Northern), including without
limitation, LaSalle (Existing Lenders) entered into and are parties to that
certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004 and a
Fourth Amendment dated as of February 9, 2005 (Existing Credit Agreement),
pursuant to which the Existing Lenders have made, (i) Revolving Loans to the
Borrower evidenced by certain Revolving Notes, dated as of September 10, 2004,
in the maximum aggregate principal amount of Thirty Eight Million Dollars and
00/100 ($38,000,000), executed by the Borrower and made payable pro rata to the
order of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to
the Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern)

64

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LaSalle Bank National Association 
April 20, 2005 
Page 65

have agreed to sell to LaSalle their
outstanding pro rata share of the Revolving Loans and to assign to LaSalle
their rights and obligations under the Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.     Northern, as
Agent for the Existing Lenders to the Existing Credit Agreement, effective upon
its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign to LaSalle all of its right title and interest in
certain Collateral, as defined, in and subject to the terms of that certain
Subsidiary Stock Pledge Agreement, dated as of September 10, 2004, between the
Borrower, as Debtor, and Northern, as the secured party, as defined in the
Existing Credit Agreement; (the  Subsidiary Stock Pledge Agreement).

F.     
LaSalle is willing to enter into this Reaffirmation only upon the condition
that Debtors execute and deliver this Reaffirmation in favor of LaSalle.

NOW,
THEREFORE, in consideration of the foregoing, the Borrower and LaSalle hereby
agrees as follows:

| |                                                                                                       
| | ------------------------------------------------------------------------------------------------------
| | 1.      The
 Recitals to this Reaffirmation are hereby incorporated herein by this
 reference thereto.

2.      Amendment
to Subsidiary Stock Pledge Agreement. The Subsidiary Stock Pledge Agreement
is hereby amended as follows:

(A)     The
Whereas sections of the Subsidiary Stock Pledge Agreement is hereby amended
and restated in their entirety to read as follows:

A.     Quixote
Corporation (the Borrower), The Northern Trust Company (Northern),
individually and as Administrative Agent for certain Lenders, including without
limitation, LaSalle Bank National Association (LaSalle) (Existing Lenders),
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement), pursuant to which existing Credit Agreement the
Existing Lenders have made, (i)

65

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LaSalle Bank
National Association 
April 20, 2005 
Page 66

Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     The
Borrower secured its obligations under the Existing Credit Agreement by pledging
certain Collateral, pursuant to this Subsidiary Stock Pledge Agreement dated as
of September 10, 2004, between Borrower and Northern, as Secured Party.

D.     Northern
has agreed to resign as Administrative Agent under the Existing Credit Agreement
and the Existing Lenders (including Northern) have agreed to sell to LaSalle
their outstanding pro rata share of the Revolving Loans and to assign to
LaSalle their rights and obligations under the Existing Credit Agreement.

E.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, and the Borrower has requested and LaSalle, has agreed that LaSalle,
individually on its own, continue the Revolving Loan Commitment under the
Existing Credit Agreement, as amended by an Amended and Restated Credit
Agreement, dated as of the date hereof (the Amended and Restated Credit
Agreement), consisting of LaSalles Revolving Credit Commitment in the amount
of $30,000,000 with a sublimit for the issuance of Letters of Credit in the
amount of $10,000,000.

F.     Northern,
subject to the conditions described in Recitals D and E hereof, has agreed to
assign to LaSalle its interest in the Subsidiary Stock Pledge Agreement and the
Collateral pledged thereunder.

(B)   All
references in the Subsidiary Stock Pledge Agreement (i) to the Credit
Agreement shall hereinafter be deemed to refer to the Amended and

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LaSalle Bank National Association 
April 20, 2005 
Page 67

Restated Credit Agreement and (ii) to the Secured Party shall
hereinafter be deemed to refer to LaSalle.

(C)     All
references in the Subsidiary Stock Pledge Agreement to the Related Documents
shall hereinafter have the meaning assigned to the definition of Loan
Documents in the Amended and Restated Credit Agreement.

3.     The
Borrower hereby expressly reaffirms and assumes (on the same basis as set forth
in the Subsidiary Stock Pledge Agreement, as hereby amended), all of Debtors
obligations and liabilities to Secured Party as set forth in the Subsidiary
Stock Pledge Agreement, and the Borrower agrees to be bound by and abide by and
operate and perform under and pursuant to and comply fully with all of the
terms, conditions, provisions, agreements, representations, undertakings,
warranties, guarantees, indemnities and covenants contained in the Subsidiary
Stock Pledge Agreement, in so far as such obligations and liabilities may be
modified by this Reaffirmation.

4.     This
Reaffirmation shall inure to the benefit of Bank, its successors and assigns
and be binding upon Borrower, LaSalle, and their individual successors and
assigns.

67

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LaSalle Bank National Association 
April 20, 2005 
Page 68

IN
WITNESS WHEREOF, this instrument has been executed and delivered as of the day
and year first written above.

QUIXOTE
CORPORATION, as Debtor

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

LASALLE
BANK NATIONAL
  ASSOCIATION, as Secured Party

|       |                 | 
|------ | --------------- | 
|By:    |                 | 
|Name:  | Stephanie Kline | 
|Title: | Vice President  | 

68

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LaSalle Bank
National Association 
April 20, 2005 
Page 69

EXHIBIT X-2

REAFFIRMATION AND AMENDMENT OF
SUBSIDIARY
STOCK PLEDGE AGREEMENT
(QUIXOTE TRANSPORTATION SAFETY, INC.)

This
Reaffirmation and Amendment of Subsidiary Stock Pledge Agreement (this
Reaffirmation), dated and effective as of April 20, 2005 (the
Reaffirmation), is executed between Quixote Transportation Safety, Inc.
(QTS) in favor of LaSalle Bank National Association (LaSalle), and has
reference to the following facts and circumstances:

RECITALS

A.     Quixote
Corporation (the Borrower), The Northern Trust Company, individually and as
Administrative Agent for certain Lenders (Northern), including without
limitation, LaSalle (Existing Lenders) entered into and are parties to that
certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004 and a
Fourth Amendment dated as of February 9, 2005 (Existing Credit Agreement),
pursuant to which the Existing Lenders have made, (i) Revolving Loans to the
Borrower evidenced by certain Revolving Notes, dated as of September 10, 2004,
in the maximum aggregate principal amount of Thirty Eight Million Dollars and
00/100 ($38,000,000), executed by the Borrower and made payable pro rata to the
order of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to
the Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

69

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LaSalle Bank
National Association 
April 20, 2005 
Page 70

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign to LaSalle all of its right title and interest in
certain Collateral, as defined, in and subject to the terms of that certain
Subsidiary Stock Pledge Agreement, dated as of September 10, 2004, between QTS,
as Debtor, and Northern, as the secured party, as defined in the Existing
Credit Agreement (the  Subsidiary Stock Pledge Agreement).

F.     
LaSalle is willing to enter into this Reaffirmation only upon the condition
that Debtors execute and deliver this Reaffirmation in favor of LaSalle.

NOW,
THEREFORE, in consideration of the foregoing, QTS and LaSalle hereby agree as
follows:

| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | 1.     The
 Recitals to this Reaffirmation are hereby incorporated herein by this
 reference thereto.

2.     Amendment
to Subsidiary Stock Pledge Agreement. The Subsidiary Stock Pledge Agreement is
hereby amended as follows:

(A)    The
Whereas Section of the Subsidiary Stock Pledge Agreement is hereby amended
and restated in their entirety to read as follows:

A.     Quixote
Corporation (the Borrower), The Northern Trust Company (Northern),
individually and as Administrative Agent for certain Lenders, including without
limitation, LaSalle Bank National Association (LaSalle) (Existing Lenders),
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement),

70

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LaSalle Bank
National Association 
April 20, 2005 
Page 71

pursuant to which existing Credit Agreement the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     QTS,
as Subsidiary Guarantor executed that Subsidiary Guaranty, dated as of May 16,
2003, as amended, (the Subsidiary Guaranty) in favor of Northern for the benefit
of the Existing Lenders and secured its obligations under that Subsidiary
Guaranty by pledging certain Collateral, pursuant to this Subsidiary Stock
Pledge Agreement dated as of September, 10 2004, between QTS and Northern, as
Secured Party.

D.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

E.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, and the Borrower has requested and LaSalle, has agreed that LaSalle,
individually on its own, continue the Revolving Loan Commitment under the
Existing Credit Agreement, as amended by an Amended and Restated Credit
Agreement, dated as of the date hereof (the Amended and Restated Credit
Agreement), consisting of LaSalles Revolving Credit Commitment in the amount
of $30,000,000 with a sublimit for the issuance of Letters of Credit in the
amount of $10,000,000.

F.     Northern,
subject to the conditions described in Recitals D and E hereof, has agreed to
assign to LaSalle its interest in the Subsidiary Stock Pledge Agreement and the
Collateral pledged thereunder.

71

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LaSalle Bank
National Association 
April 20, 2005 
Page 72

(B)     All
references in the Subsidiary Stock Pledge Agreement (i) to the Credit
Agreement shall hereinafter be deemed to refer to the Amended and Restated
Credit Agreement and (ii) to the Secured Party shall hereinafter be deemed to
refer to LaSalle.

(C)     All
references in the Subsidiary Stock Pledge Agreement to the Related Documents
shall hereinafter have the meaning assigned to the definition of Loan
Documents in the Amended and Restated Credit Agreement.

3.       QTS
hereby expressly reaffirms and assumes (on the same basis as set forth in the
Subsidiary Stock Pledge Agreement, as hereby amended), all of Debtors
obligations and liabilities to Secured Party as set forth in the Subsidiary
Stock Pledge Agreement, and QTS agrees to be bound by and abide by and operate
and perform under and pursuant to and comply fully with all of the terms,
conditions, provisions, agreements, representations, undertakings, warranties,
guarantees, indemnities and covenants contained in the Subsidiary Stock Pledge
Agreement, in so far as such obligations and liabilities may be modified by this
Reaffirmation.

4.       This
Reaffirmation shall inure to the benefit of Bank, its successors and assigns
and be binding upon QTS, LaSalle, and their individual successors and
assigns.

72

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LaSalle Bank National Association 
April 20, 2005 
Page 73

IN
WITNESS WHEREOF, this instrument has been executed and delivered as of the day
and year first written above.

QUIXOTE TRANSPORATION SAFETY, INC., 
as Debtor

|                               |                              | 
|------------------------------ | ---------------------------- | 
|By:                            |                              | 
|Name:                          | Daniel P. Gorey              | 
|Title:                         | Vice President and Treasurer | 
|                               |                              | 
|LASALLE BANK
 NATIONAL         |                             
|ASSOCIATION,
 as Secured Party |                             
|                               |                             
|By:                            |                              | 
|Name:                          | Stephanie Kline              | 
|Title:                         | Vice President               | 

73

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LaSalle Bank
National Association 
April 20, 2005 
Page 74

EXHIBIT X-3

REAFFIRMATION AND AMENDMENT OF
SUBSIDIARY
STOCK PLEDGE AGREEMENT
(TRANSAFE CORPORATION)

This
Reaffirmation and Amendment of Subsidiary Stock Pledge Agreement (this
Reaffirmation), dated and effective as of April 20, 2005 (the
Reaffirmation), is executed between Transafe Corporation (Transafe) in
favor of LaSalle Bank National Association (LaSalle), and has reference to
the following facts and circumstances:

RECITALS

A.     Quixote
Corporation (the Borrower), The Northern Trust Company, individually and as
Administrative Agent for certain Lenders (Northern), including without
limitation, LaSalle (Existing Lenders) entered into and are parties to that
certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004 and a
Fourth Amendment dated as of February 9, 2005 (Existing Credit Agreement),
pursuant to which the Existing Lenders have made, (i) Revolving Loans to the
Borrower evidenced by certain Revolving Notes, dated as of September 10, 2004,
in the maximum aggregate principal amount of Thirty Eight Million Dollars and
00/100 ($38,000,000), executed by the Borrower and made payable pro rata to the
order of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to
the Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern)

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LaSalle Bank
National Association 
April 20, 2005 
Page 75

have agreed to sell to LaSalle their outstanding pro rata share of the
Revolving Loans and to assign to LaSalle their rights and obligations under the
Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign to LaSalle all of its right title and interest in
certain Collateral, as defined, in and subject to the terms of that certain
Subsidiary Stock Pledge Agreement, dated as of September 10, 2004, between
Transafe, as Debtor; and Northern, as the secured party, as defined in the
Existing Credit Agreement (the  Subsidiary Stock Pledge Agreement).

F.    
LaSalle is willing to enter into this Reaffirmation only upon the condition
that Debtors execute and deliver this Reaffirmation in favor of LaSalle.

NOW,
THEREFORE, in consideration of the foregoing, Transafe and LaSalle hereby agree
as follows:

| |                                                                                                        
| | -------------------------------------------------------------------------------------------------------
| | 1.       The
 Recitals to this Reaffirmation are hereby incorporated herein by this
 reference thereto.

2.       Amendment
to Subsidiary Stock Pledge Agreement. The Subsidiary Stock Pledge Agreement
is hereby amended as follows:

(A)   The
Whereas Section of the Subsidiary Stock Pledge Agreement is hereby amended
and restated in their entirety to read as follows:

A.     Quixote
Corporation (the Borrower), The Northern Trust Company (Northern),
individually and as Administrative Agent for certain Lenders, including without
limitation, LaSalle Bank National Association (LaSalle) (Existing Lenders),
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement), pursuant to which existing Credit Agreement the
Existing Lenders have made, (i)

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LaSalle Bank
National Association 
April 20, 2005 
Page 76

Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and (ii)
repaid a portion of the outstanding Revolving Loans thereunder.

C.     Transafe,
as Subsidiary Guarantor executed that Subsidiary Guaranty, dated as of May 16,
2003, as amended (the Subsidiary Guaranty), in favor of Northern for the
benefit of the Existing Lenders and secured its obligations under that
Subsidiary Guaranty by pledging certain Collateral, pursuant to this Subsidiary
Stock Pledge Agreement dated as of September 10, 2004, between Transafe and
Northern, as Secured Party.

D.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

E.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, and the Borrower has requested and LaSalle, has agreed that LaSalle,
individually on its own, continue the Revolving Loan Commitment under the
Existing Credit Agreement, as amended by an Amended and Restated Credit
Agreement, dated as of the date hereof (the Amended and Restated Credit
Agreement), consisting of LaSalles Revolving Credit Commitment in the amount
of $30,000,000 with a sublimit for the issuance of Letters of Credit in the
amount of $10,000,000.

F.     Northern,
subject to the conditions described in Recitals D and E hereof, has agreed to
assign to LaSalle its interest in the Subsidiary Stock Pledge Agreement and the
Collateral pledged thereunder.

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LaSalle Bank
National Association 
April 20, 2005 
Page 77

(B)   
All references in the Subsidiary Stock Pledge Agreement (i) to the Credit
Agreement shall hereinafter be deemed to refer to the Amended and Restated
Credit Agreement and (ii) to the Secured Party shall hereinafter be deemed to
refer to LaSalle.

(C)   
All references in the Subsidiary Stock Pledge Agreement to the Related
Documents shall hereinafter have the meaning assigned to the definition of
Loan Documents in the Amended and Restated Credit Agreement.

3.       Transafe
hereby expressly reaffirms and assumes (on the same basis as set forth in the
Subsidiary Stock Pledge Agreement, as hereby amended), all of Debtors
obligations and liabilities to Secured Party as set forth in the Subsidiary
Stock Pledge Agreement, and Transafe agrees to be bound by and abide by and
operate and perform under and pursuant to and comply fully with all of the
terms, conditions, provisions, agreements, representations, undertakings,
warranties, guarantees, indemnities and covenants contained in the Subsidiary
Stock Pledge Agreement, in so far as such obligations and liabilities may be
modified by this Reaffirmation.

4.       This
Reaffirmation shall inure to the benefit of Bank, its successors and assigns
and be binding upon Transafe, LaSalle, and their individual successors and assigns.

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LaSalle Bank
National Association 
April 20, 2005 
Page 78

IN
WITNESS WHEREOF, this instrument has been executed and delivered as of the day
and year first written above.

TRANSAFE
CORPORATION, as Debtor

|                               |                              | 
|------------------------------ | ---------------------------- | 
|By:                            |                              | 
|Name:                          | Daniel P. Gorey              | 
|Title:                         | Vice President and Treasurer | 
|                               |                              | 
|LASALLE BANK
 NATIONAL         |                             
|ASSOCIATION,
 as Secured Party |                             
|                               |                              | 
|By:                            |                              | 
|Name:                          | Stephanie Kline              | 
|Title:                         | Vice
 President              | 

78

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LaSalle Bank National
Association
April 20, 2005
Page 79

EXHIBIT X-4

REAFFIRMATION AND AMENDMENT OF
SUBSIDIARY
STOCK PLEDGE AGREEMENT
(ENERGY ABSORPTION SYSTEMS, INC.)

This
Reaffirmation and Amendment of Subsidiary Stock Pledge Agreement (this
Reaffirmation), dated and effective as of April 20, 2005 (the
Reaffirmation), is executed between Energy Absorption Systems, Inc. (EAS)
in favor of LaSalle Bank National Association (LaSalle), and has reference to
the following facts and circumstances:

RECITALS

A.     Quixote
Corporation (the Borrower), The Northern Trust Company, individually and as
Administrative Agent for certain Lenders (Northern), including without
limitation, LaSalle (Existing Lenders) entered into and are parties to that
certain Credit Agreement, dated as of May 16, 2003, as amended by a First
Amendment, dated as of December 9, 2003; by a Second Amendment, dated as of
June 30, 2004; by a Third Amendment, dated as of September 10, 2004 and a Fourth
Amendment dated as of February 9, 2005 (Existing Credit Agreement), pursuant
to which the Existing Lenders have made, (i) Revolving Loans to the Borrower
evidenced by certain Revolving Notes, dated as of September 10, 2004, in the
maximum aggregate principal amount of Thirty Eight Million Dollars and 00/100
($38,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Revolving Notes) and (ii) Term Loans to the
Borrower evidenced by certain Term Notes, dated as of May 16, 2003, in the
aggregate original principal amount of Twenty Million Dollars and 00/100
($20,000,000), executed by the Borrower and made payable pro rata to the order
of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern)

79

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LaSalle Bank National Association
April 20, 2005
Page 80

have agreed to sell to LaSalle their outstanding pro rata share of the
Revolving Loans and to assign to LaSalle their rights and obligations under the
Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.     Northern,
as Agent for the Existing Lenders to the Existing Credit Agreement, effective
upon its resignation as Agent and its assignment of its pro rata share of the
Revolving Loan Commitment and Revolving Loans under the Existing Credit
Agreement, shall assign to LaSalle all of its right title and interest in
certain Collateral, as defined, in and subject to the terms of that certain
Subsidiary Stock Pledge Agreement, dated as of September 10, 2004, between EAS,
as Debtor, and Northern, as the secured party, as defined in the Existing
Credit Agreement (the  Subsidiary Stock Pledge Agreement).

F.     LaSalle
is willing to enter into this Reaffirmation only upon the condition that
Debtors execute and deliver this Reaffirmation in favor of LaSalle.

NOW,
THEREFORE, in consideration of the foregoing, EAS and LaSalle hereby agree as
follows:

1.     The
Recitals to this Reaffirmation are hereby incorporated herein by this reference thereto.

2.     Amendment
to Subsidiary Stock Pledge Agreement. The Subsidiary Stock Pledge Agreement is
hereby amended as follows:

(A)     The
Whereas Section of the Subsidiary Stock Pledge Agreement is hereby amended
and restated in their entirety to read as follows:

A.     Quixote
Corporation (the Borrower), The Northern Trust Company (Northern),
individually and as Administrative Agent for certain Lenders, including without
limitation, LaSalle Bank National Association (LaSalle) (Existing Lenders),
entered into and are parties to that certain Credit Agreement, dated as of May
16, 2003, as amended by a First Amendment, dated as of December 9, 2003; by a
Second Amendment, dated as of June 30, 2004; by a Third Amendment, dated as of
September 10, 2004 and a Fourth Amendment dated as of February 9, 2005
(Existing Credit Agreement), pursuant to which existing Credit Agreement the
Existing Lenders have made, (i) Revolving Loans to the Borrower evidenced by
certain Revolving Notes, dated

80

---



LaSalle Bank National
Association
April 20, 2005
Page 81

as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     EAS,
as Subsidiary Guarantor executed that Subsidiary Guaranty, dated as of May 16,
2003, as amended, (the Subsidiary Guaranty) in favor of Northern for the
benefit of the Existing Lenders and secured its obligations under that
Subsidiary Guaranty by pledging certain Collateral, pursuant to this Subsidiary
Stock Pledge Agreement dated as of September 10, 2004, between EAS and
Northern, as Secured Party.

D.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving Loans and to assign
to LaSalle their rights and obligations under the Existing Credit Agreement.

E.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, and the Borrower has requested and LaSalle, has agreed that LaSalle,
individually on its own, continue the Revolving Loan Commitment under the
Existing Credit Agreement, as amended by an Amended and Restated Credit
Agreement, dated as of the date hereof, (the Amended and Restated Credit
Agreement) consisting of LaSalles Revolving Credit Commitment in the amount
of $30,000,000 with a sublimit for the issuance of Letters of Credit in the
amount of $10,000,000.

F.     Northern,
subject to the conditions described in Recitals D and E hereof, has agreed to
assign to LaSalle its interest in the Subsidiary Stock Pledge Agreement and the
Collateral pledged thereunder.

(B)     EAS
hereby grants a continuing security interest in all of the outstanding common
stock of Spin-Cast Plastics, Inc., as described in Exhibit A

81

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LaSalle Bank National Association
April 20, 2005
Page 82

attached hereto, which stock shall constitute Collateral for purposes
of and be entitled to the benefits of this Agreement. Exhibit A attached hereto
shall replace and be substituted for Exhibit A to the Subsidiary Stock Pledge
Agreement, and all references therein to Exhibit A shall be deemed references
to the Exhibit A in the form attached hereto.

(C)     All
references in the Subsidiary Stock Pledge Agreement (i) to the Credit
Agreement shall hereinafter be deemed to refer to the Amended and Restated
Credit Agreement and (ii) to the Secured Party shall hereinafter be deemed to
refer to LaSalle.

(D)     All
references in the Subsidiary Stock Pledge Agreement to the Related Documents
shall hereinafter have the meaning assigned to the definition of Loan
Documents in the Amended and Restated Credit Agreement.

3.     EAS
hereby expressly reaffirms and assumes (on the same basis as set forth in the
Subsidiary Stock Pledge Agreement, as hereby amended), all of Debtors
obligations and liabilities to Secured Party as set forth in the Subsidiary
Stock Pledge Agreement, and EAS agrees to be bound by and abide by and operate
and perform under and pursuant to and comply fully with all of the terms,
conditions, provisions, agreements, representations, undertakings, warranties,
guarantees, indemnities and covenants contained in the Subsidiary Stock Pledge
Agreement, in so far as such obligations and liabilities may be modified by
this Reaffirmation.

4.     This
Reaffirmation shall inure to the benefit of Bank, its successors and assigns
and be binding upon EAS, LaSalle, and their individual successors and assigns.

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LaSalle Bank National Association
April 20, 2005
Page 83

IN
WITNESS WHEREOF, this instrument has been executed and delivered as of the day
and year first written above.

|                                                     |                              | 
|---------------------------------------------------- | ---------------------------- | 
|ENERGY ABSORPTION
 SYSTEMS, INC.,
 as Debtor        
|                                                     |                              | 
|By:                                                  |                              | 
|Name:                                                | Daniel P. Gorey              | 
|Title:                                               | Vice President and Treasurer | 
|                                                     |                              | 
|LASALLE BANK NATIONAL
 ASSOCIATION, as Secured Party
|                                                     |                              | 
|By:                                                  |                              | 
|Name:                                                | Stephanie Kline              | 
|Title:                                               | Vice President               | 

83

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LaSalle Bank
National Association
April 20, 2005Page 84

EXHIBIT A TO
SUBSIDIARY STOCK PLEDGE AGREEMENT EXECUTED
BY ENERGY ABSORPTION SYSTEMS, INC. (Pledgor)
IN FAVOR OF THE NORTHERN TRUST COMPANY,
AS AGENT FOR THE LENDERS (Secured Party)
13.1     THIS EXHIBIT A CONSISTS OF 1 PAGE
LISTING OF PLEDGED SECURITIES

|      |                                                         |                                                |                               |            
|----- | ------------------------------------------------------- | ---------------------------------------------- | ----------------------------- | -----------
|OWNER | ISSUER                                                  | STOCK CERTIFICATE
 NO./SHARES OF COMMON
 STOCK | AUTHORIZED SHARES/OUTSTANDING
|1.    | Energy
 Absorption Systems, Inc. (sole managing member) | Energy Absorption Systems LLC                  | #1/100% Membership Interest   | N/A        
|2.    | Energy
 Absorption Systems, Inc.                        | Spin-Cast Plastics, Inc.                       | #8 1/699.67 Shares            | 1000/699.67

84

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LaSalle Bank
National Association
April 20, 2005Page 85

EXHIBIT Y

COLLATERAL ASSIGNMENT OF THE OPTION TO
PURCHASE RIGHTS UNDER LEASE AGREEMENT

THIS
COLLATERAL ASSIGNMENT OF THE OPTION TO PURCHASE RIGHTS UNDER LEASE AGREEMENT,
dated as of April 20, 2005, is made by ENERGY ABSORPTION SYSTEMS (AL) L.L.C., a
Delaware limited liability company, with its chief executive office at 35 East
Wacker Drive, Chicago, Illinois 60601 (Assignor), in favor of LASALLE BANK
NATIONAL ASSOCIATION, as Lender as defined herein, having an office at 50 South
LaSalle Street, Chicago, Illinois 60675 (Assignee) (this Collateral
Assignment is herein called the Assignment).

RECITALS:

A.     Quixote
Corporation (the Borrower), Northern, individually and as Administrative
Agent for certain Lenders, including without limitation, LaSalle (Existing
Lenders) entered into and are parties to that certain Credit Agreement, dated
as of May 16, 2003, as amended by a First Amendment, dated as of December 9,
2003; by a Second Amendment, dated as of June 30, 2004; by a Third Amendment,
dated as of September 10, 2004 and a Fourth Amendment dated as of February 9,
2005 (Existing Credit Agreement), pursuant to which the Existing Lenders have
made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes,
dated as of September 10, 2004, in the maximum aggregate principal amount of
Thirty Eight Million Dollars and 00/100 ($38,000,000), executed by the Borrower
and made payable pro rata to the order of the Existing Lenders (the Revolving
Notes) and (ii) Term Loans to the Borrower evidenced by certain Term Notes,
dated as of May 16, 2003, in the aggregate original principal amount of Twenty
Million Dollars and 00/100 ($20,000,000), executed by the Borrower and made
payable pro rata to the order of the Existing Lenders (the Term Notes).

B.     The
Borrower, as of February 9, 2005, issued $40,000,000 Convertible Senior
Subordinated Notes, due February 15, 2025 (the New Subordinated Notes), the
proceeds of which New Subordinated Notes (i) repaid in full Borrowers
obligations on the Term Loans and Term Notes and terminated the Existing
Lenders Term Loan Commitment as defined in the Existing Credit Agreement and
(ii) repaid a portion of the outstanding Revolving Loans thereunder.

C.     Northern
has agreed to resign as Administrative Agent under the Existing Credit
Agreement and the Existing Lenders (including Northern) have agreed to sell to
LaSalle their outstanding pro rata share of the Revolving

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LaSalle Bank National Association
April 20, 2005Page 86

Loans and to assign to LaSalle their rights and obligations under the
Existing Credit Agreement.

D.     LaSalle
and Borrower have agreed to amend and restate the terms of the Existing Credit
Agreement, as amended by that Amended and Restated Credit Agreement, dated as
of the date hereof (the Amended and Restated Credit Agreement).

E.     In
connection with the Existing Credit Agreement, Assignor executed and delivered
a Subsidiary Guaranty, dated as of May 16, 2003, as amended (the Subsidiary
Guaranty) and, to secure its obligations thereunder, executed and delivered a
Leasehold Mortgage, dated as of June 30, 2004 in favor of Northern, as Agent
for the Existing Lenders, which Mortgage was thereafter assigned to Assignee
pursuant to an Assignment and Assumption Agreement, dated as of April 20, 2005,
between Northern and Assignee, and amended by a Reaffirmation and Amendment
Agreement, dated as of April 20, 2005 between Assignor and Assignee (the
Leasehold Mortgage) pursuant to which Assignor granted a leasehold interest in
the Alabama Property, as defined in the Credit Agreement, in favor of Assignee.

F.     Assignor
is a party to that Assignment and Assumption of Lease Agreement, dated December
31, 2002, between Energy Absorption Systems, Inc. and the Assignor (the
Assignment) and pursuant to the terms of that Assignment, Energy Absorption
LLC thereby became a party to and lessee under that certain Supplemental Lease
Agreement, dated March 1, 1995 between the Industrial Development Board of the
City of Pell City (Board) and Assignor (the Lease).

G.     Under
the terms of Section 6.1 of the Lease and Section 11.4 of the Original Lease,
as defined in the Lease, Assignor has the right to purchase the Alabama
Property (the Purchase Option), upon satisfaction of certain conditions,
specifically (i) Assignors payment of $100 to the Board; and (ii) Assignors
giving thirty (30) days notice of its intention to exercise the Purchase
Option.

H.     Pursuant
to the Leasehold Mortgage, Assignor has granted to Assignee, a security
interest in the Lease and Assignors rights under the Lease, including, without
limitation, the Purchase Option.

NOW,
THEREFORE, in consideration of the premises set forth herein and for other good
and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, Assignor agrees as follows:

| |   
| | --
| | 1.