Exhibit 10(a)

SECOND AMENDMENT TO CREDIT AGREEMENT  AND REAFFIRMATION OF SUBSIDIARY GUARANTY

This SECOND AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF SUBSIDIARY GUARANTY, dated as of June 30, 2004, (the "Second Amendment"), entered into by
and among QUIXOTE CORPORATION, a Delaware corporation (the "Borrower"), each of the LENDER INSTITUTIONS named as Lender on the signature pages hereof, (individually each a "Lender" and collectively
the "Lenders"), those SIGNIFICANT DOMESTIC INCORPORATED SUBSIDIARIES, as Subsidiary Guarantors named on the signature pages hereof (each being referred to herein as a "Guarantor" and collectively
referred to herein as the "Guarantors"), and THE NORTHERN TRUST COMPANY, as Administrative Agent for itself and the other Lenders, (in such capacity, together with its successors in such capacity, the
"Agent") whose address is 50 South LaSalle Street, Chicago, Illinois 60605.

R E C I T A L S:

A.    The
Borrower and the 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 (the "Credit Agreement"), pursuant to which Credit Agreement the Lenders have made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes, dated as of May 16,
2003, in the maximum aggregate principal amount of Fifty Million Dollars and 00/100 ($50,000,000), executed by the Borrower and made payable pro rata to the order of the 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 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 Lenders (the "Term Notes").

B.    In
connection with the Credit Agreement, the Guarantors executed and delivered to the Agent, as a condition to the Credit Agreement, that certain Subsidiary Guaranty,
dated as of May 16, 2003, as reaffirmed by the First Amendment, in favor of the Administrative Agent for the ratable benefit of the Lenders (the "Subsidiary Guaranty").

C.    Borrower
is the owner of that certain $5,500,000 Variable/Fixed Rate Industrial Revenue Bond (Energy Absorption Systems Project) Series 1995 (the "Bond") issued by
the Industrial Development Board of the City of Pell City ("Board") for the purposes of financing a portion of the costs of acquiring, constructing and equipping an expansion and certain improvements
to an existing manufacturing facility (the equipment, personal property and land or which the facility is located in Alabama, herein called the "Project").

D.    Energy
Absorptions (AL) LLC ("Energy Absorption LLC"), a Guarantor and Subsidiary of Borrower is a party to and lessee under that certain Supplemental Lease
Agreement, dated March 1, 1995 with the Board, pursuant to that Assignment and Assumption of Lease Agreement, dated December 31, 2002 between Energy Absorption Systems, Inc. and
Energy Absorption LLC.

E.    The
Borrower has informed the Agent and Lenders that as of June 30, 2004, Borrower may not be in compliance with certain financial covenants, including, without
limitation, the "Maximum Leverage," "Minimum EBITDA" and "Fixed Charge" covenants under Sections 7.4(A), 7.4(C) and 7.4(D) respectively of the Credit Agreement.

F.     At
the present time, the Agent, on behalf of the Lenders, has requested, and Borrower and each Guarantor have agreed to (i) the modification of the financial
covenants in the Credit Agreement, (ii) the grant to Agent by Borrower and the Guarantors of a security interest and lien in the Collateral, as defined herein, to secure the Obligations by
Borrower under the Credit Agreement and each Guarantor's obligations under its Subsidiary Guaranty, (iii) the grant by Energy Absorption LLC to Agent of a Leasehold Mortgage against its
leasehold interest in the Alabama Property, as defined herein, (iv) the grant by Borrower to the Agent of Borrower's right, title and interest in the Bond and in its subrogation rights under
the Guaranty, dated as of March 1, 1995 issued by Borrower in favor of AmSouth Bank of Alabama "AmSouth") as trustee under the Mortgage and Trust Indenture, dated as of March 1, 1995
between the Board and AmSouth, pursuant to the terms and conditions hereinafter set forth.

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NOW
THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower, the Guarantors, and
the Lenders hereby agree as follows:

A G R E E M E N T S:

1.RECITALS.The foregoing Recitals are hereby made a part of this Second Amendment.

2.DEFINITIONS.Capitalized words and phrases used herein without definition shall have the respective meanings
ascribed to such words and phrases in the Credit Agreement.

3.AMENDMENTS TO THE CREDIT AGREEMENT.

3.1Section 1.1 of the Credit Agreement.Section 1.1 of the Credit Agreement is hereby amended
(i) by inserting new definitions of "Alabama Property," "Board," "Bond," "Bond Guaranty," "Bond Trustee," "Collateral," "Collateral Assignment," "Energy Absorption LLC," "Indenture,"
"Lease," "Leasehold Mortgage," "Leverage/Fixed Charge Requirement," "Pledge Agreement," "Security Agreement," and "UCC" and (ii) by amending and restating the definition of "Aggregate Revolving
Loan Commitment" to read as follows:



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3.2Section 1 of the Credit Agreement.Section 1 of the Credit Agreement is hereby amended to
insert a new Section 1.3 to read as follows:



3.3Section 2 of the Credit Agreement.Section 2 is hereby amended by inserting a new
Section 2.22 entitled "Security for Obligations" in the Credit Agreement to read as follows:



3.4Section 2.14 of the Credit Agreement.(a) Section 2.14(D) of the Credit Agreement is
hereby amended by: (i) amending Section 2.14(D)(ii) by deleting "2.5 to 1.0 and Level III Pricing" and substituting in lieu thereof "Greater than or equal to 4.00 and
Level VI Pricing," (ii) by amending and restating Section 2.14(D) (iii) to read as follows:



and
(iii) by deleting the table set forth in Section 2.14(D)(ii) and substituting the following table in lieu thereof:

|Leverage Ratio                                             |  | Eurodollar Margin [and L/C Fee Percentage] |  | ABR Margin |  | Commitment Fee Percentage
|---------------------------------------------------------- |  | ------------------------------------------ |  | ---------- |  | -------------------------
|Level VI-Greater than or equal to 4.00                     |  | 275.0 bps                                  |  | 75.0 bps   |  | 37.5 bps                 
|Level V-Greater than or equal to 3.50 but less than 4.00   |  | 250.0 bps                                  |  | 75.0 bps   |  | 37.5 bps                 
|Level IV-Greater than or equal to 3.00 but less than 3.50  |  | 225.0 bps                                  |  | 75.0 bps   |  | 37.5 bps                 
|Level III-Greater than or equal to 2.50 but less than 3.00 |  | 200.0 bps                                  |  | 75.0 bps   |  | 37.5 bps                 
|Level II-Greater than or equal to 2.00 but less than 2.50  |  | 175.0 bps                                  |  | 50.0 bps   |  | 25.0 bps                 
|Level I-Less than 2.00                                     |  | 150.0 bps                                  |  | 25.0 bps   |  | 25.0 bps                 

3.5Section 2.21 of the Credit Agreement.Section 2.21 of the Credit Agreement permits the
Borrower, upon satisfaction of certain terms and conditions contained therein, to request an increase in the Aggregate Revolving Loan Commitment to $55,000,000. Notwithstanding the foregoing and
notwithstanding anything to the contrary contained in Section 2.21, the Borrower and Agent hereby agree that this Section 2.21 and the Borrower's option, contained therein shall, from
the effective date of this Second Amendment, be suspended and of no further force and effect. In the event that the Borrower delivers to Agent a notice, in accordance with Section 7.1(J)
hereof, in which Borrower certifies to the Agent that Borrower has satisfied and is in compliance, and the Agent, in its reasonable judgment, accepts such notice, the terms and conditions of
Section 2.21 thereupon shall be reinstated and effective.

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3.6Section 7 of the Credit Agreement.Section 7 is hereby amended to insert a new
Section 7.1(J) entitled "Notice of Satisfaction of and Compliance with Leverage/Fixed Charge Requirement" in the Credit Agreement to read as follows:



3.7Section 7.3 of the Credit Agreement.(a) Section 7.3(F) entitled "Restricted Payments"
is hereby amended and restated to read as follows:



(b)   A
new Section 7.3(O) entitled "Capital Expenditures" is hereby inserted in the Credit Agreement to read as follows:



3.8Section 7.4 of the Credit Agreement.Section 7.4 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:



Fiscal Quarters Ending:

Leverage RatioJune 30, 2004 and September 30, 2004

4.75 to 1.00December 31, 2004

4.50 to 1.00March 31, 2005

3.75 to 1.00June 30, 2005

3.00 to 1.00September 30, 2005 and all Fiscal Quarters thereafter

2.75 to 1.00




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Fiscal Quarters Ending:

Minimum EBITDAJune 30 and September 30, 2004

$
11,750,000December 31, 2004

$
12,000,000March 31, 2005

$
14,500,000June 30, 2005 and thereafter

$
15,000,000




3.9Section 12 of the Credit Agreement.Section 12.3(F) of the Credit Agreement is amended and
restated to read as follows:



3.10Security Agreement.The Security Agreement attached hereto as Exhibit Ais hereby incorporated in the Credit
Agreement asExhibit P.

3.11Pledge Agreement.The Pledge Agreement attached hereto as Exhibit Cis hereby incorporated in the Credit Agreement
asExhibit Qattached hereto.

3.12Collateral Assignment.The Collateral Assignment attached hereto as Exhibit Dis hereby incorporated in the Credit
Agreement asExhibit Rattached hereto.

3.13Leasehold Mortgage.The Leasehold Mortgage attached hereto as Exhibit Bis hereby incorporated in the Credit
Agreement asExhibit Sattached hereto.

3.14Borrower's Address for Notices.For purposes of, and subject to Section 14.1 of the Credit
Agreement, the Borrower's address relating to the giving of notices after the date hereof shall be the address set forth below its signature to this Second Amendment.

4.REAFFIRMATION OF SUBSIDIARY GUARANTY.Each of the Guarantors hereby expressly (a) consents to the
execution by the Borrower and the Lenders of this Second Amendment, (b) acknowledges that the "Guaranteed Obligations" (as defined in the Subsidiary Guaranty) includes all of the obligations
and liabilities owing from the Borrower to the Agent and Lenders under and pursuant to the Credit Agreement, as amended from time to time, including, but not limited to, the obligations of the
Borrower to the Agent and the Lenders as evidenced by the Revolving Loan Notes, as modified, extended and/or replaced from time to time, and the Term 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 Agent 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.

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5.REPRESENTATIONS AND WARRANTIES.To induce the Lenders to enter into this Second Amendment, the Borrower
hereby certifies, represents and warrants to the Lenders that:

5.1Organization.The Borrower is a corporation duly organized, existing and in good standing under the laws of
the State of Delaware, with all requisite power to conduct its business as presently conducted. The Borrower is duly qualified to do business as a foreign entity under the laws of each jurisdiction in
which the failure to be so
qualified would reasonably be expected to have a Material Adverse Effect in all foreign jurisdictions wherein the nature of its activities require such qualification or licensing. The Articles of
Incorporation and Bylaws, borrowing resolutions and incumbency certificate of the Borrower have not been changed or amended since the most recent date that certified copies thereof were delivered to
the Lenders. The exact legal name of the Borrower is as set forth in the preamble of this Second Amendment, and the Borrower currently does not conduct, nor has it during the last five
(5) years conducted, business under any other name or trade name. The Borrower will not change its name, its organizational identification number, if it has one, its type of organization, its
jurisdiction of organization or other legal structure other than in accordance with the Credit Agreement.

5.2Authorization.The Borrower is duly authorized to execute and deliver this Second Amendment and is and will
continue to be duly authorized to borrow monies under the Credit Agreement, as amended hereby, and to perform its obligations under the Credit Agreement, as amended hereby.

5.3No Conflicts.The execution and delivery of this Second Amendment and the performance by the Borrower of its
obligations under the Credit Agreement, as amended hereby, do not and will not conflict with the articles of incorporation or bylaws of the Borrower or 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 or Contractual Obligation of the Borrower, or require termination of any Contractual Obligation,
except such breach or default which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

5.4Validity and Binding Effect.The Credit Agreement, as amended hereby, is a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by general principles of equity.

5.5Compliance with Credit Agreement.The representation and warranties set forth in Section 6 of the
Credit Agreement, as amended hereby, are true and correct in all material aspects with the same effect as if such representations and warranties had been made on the date hereof, with the exception
that all references to the financial statements or filings of the Borrower with the Securities and Exchange Commission shall mean the financial statements or filings of the Borrower with the
Securities Exchange Commission most recently delivered to the Lenders, in each case as amended by the information provided in any report or notice delivered by the Borrower to the Agent pursuant to
Section 7.1 of the Credit Agreement, and except for such changes as are specifically permitted under the Credit Agreement. In addition, the Borrower has complied with and is in compliance with
all of the covenants set forth in the Credit Agreement, as amended hereby, including, but not limited to, those set forth inSection 7thereof.

5.6No Default.As of the date hereof, no Default or Unmatured Default under the Credit Agreement, as amended
hereby, has occurred or is continuing.

5.7No Subordinated Debt Default.As of the date hereof, no default under the Subordinated Note or any of the
documents securing the Subordinated Note, or event or condition which, with the giving of notice or the passage of time, or both, would constitute a default under the Subordinated Note or any of the
documents securing the Subordinated Note, has occurred or is continuing.

5.8No Material Adverse Change.There has been no material adverse change in the business condition (financial
or otherwise), operations, performance, properties or prospects of the Borrower and its Subsidiaries, considered as a whole, from that reflected in the financial statements most recently delivered to
the Lenders.

5.9Sarbanes-Oxley Compliance.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.

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6.CONDITIONS PRECEDENT AND SUBSEQUENT.This Second Amendment shall become effective as of the date above first
written after receipt by the Agent of the following documents:

6.1Second Amendment.This Second Amendment executed by the Borrower, the Guarantors, the Agent and the Lenders.

6.2Security Agreement.A Security Agreement, in the form of ExhibitA attached hereto executed and delivered by Borrower and
each Guarantor.

6.3Collateral Assignment.A Collateral Assignment in the form of Exhibit Dattached hereto, executed and delivered by
Borrower.

6.4Pledge Agreement.A Pledge Agreement in the form of Exhibit Cattached hereto, executed and delivered by Borrower.

6.5Leasehold Mortgage.A Leasehold Mortgage, in the form of Exhibit Battached hereto, executed and delivered by Energy
Absorption LLC.

6.6Title Report.A Title Report issued by Alabama Title Co., Inc., showing the record of title to the
Alabama Property, which report shall be in form and substance acceptable to the Agent.

6.7Bond.The original Bond duly endorsed to the Agent.

6.8Certificate of the Secretary/Member/Manager.Secretary's/Managing Member's Certificate of Borrower and each
Guarantor in substantially the form ofExhibit E-1,E-2and E-3attached hereto, with such attachments
as required therein, as to applicable, resolutions, incumbency and
signatures of signing Authorized Officers or Managing Member with an attached certificate of good standing issued by the Secretary of State of the state of organization of Borrower and each Guarantor.

6.9Legal Opinion.Legal opinion of Joan Riley, Borrower's General Counsel, and as counsel to each Subsidiary
Guarantor, in form and substance acceptable to the Agent.

6.10Financing Statements.UCC-1 financing statements with the offices indicated on Exhibit Bto the Security Agreement,
and such other financing statements or fixture filings as the Lender may request from the Borrowers from
time to time.

6.11UCC and Other Search Results.Satisfactory UCC financing statement, judgment and tax lien search results of
the Borrower from such offices or governmental agencies or bodies as the Agent, in its sole discretion, may request from time to time, indicating that any financing statements to be filed by the Agent
or described above, after being duly and properly filed and recorded, will give the Agent first priority perfected liens and security interests on and in the Collateral of the Borrower and each
Guarantor, except by reason of Permitted Existing Liens or Customary Permitted Liens, and that there are no other lienors or creditors claiming any interest in the Collateral of the Borrower or any
Guarantor, except holders of Permitted Existing Liens or Customary Permitted Liens.

6.12Evidence of Insurance.Evidence that the Borrower has insurance as required by Section 5(b) of the
Security Agreement, including property, casualty and liability insurance satisfactory to the Agent, together with: (i) loss payable endorsements naming the Agent as loss payee with respect to
property and casualty insurance covering Collateral; and (ii) certificate(s) of insurance(s) and binder(s) naming the Agent as additional insured with respect to liability insurance.

6.13Amendment Fee.Borrower agrees to pay, on the date of this Amendment, to the Administrative Agent, for the
account of the Lenders, an Amendment fee based upon each Lender's committed share level set forth below:

|Bank           |  | Committed Level |  | Amendment Fee
|-------------- |  | --------------- |  | -------------
|Northern Trust |  | $19,142,857.28  |  | 5 bps        
|LaSalle Bank   |  | $19,142,857.28  |  | 5 bps        
|Harris         |  | $14,357,142.72  |  | 5 bps        
|National City  |  | $14,357,142.72  |  | 5 bps        

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7.GENERAL.

7.1Governing Law; Severability.This Second Amendment shall be construed in accordance with and governed by the
laws of Illinois. Wherever possible each provision of the Credit Agreement and this Second Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of the Credit Agreement and this Second Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of the Credit Agreement and this Second Amendment.

7.2Successors and Assigns.This Second Amendment shall be binding upon the Borrower, the Guarantors, the Agent
and the Lenders and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Guarantors, the Agent and the Lenders and the successors and assigns of the Lenders.

7.3Continuing Force and Effect of Loan Documents and Subsidiary Guaranty.Except as specifically modified or
amended by the terms of this Second Amendment, all other terms and provisions of the Credit Agreement and the other Loan Documents are incorporated by reference herein, and in all respects, shall
continue in full force and effect. The Borrower, by execution of this Second Amendment, hereby reaffirms, assumes and binds itself to all of the obligations, duties, rights, covenants, terms and
conditions that are contained in the Credit Agreement and the other Loan Documents. Each of the Guarantors, by execution of this Second Amendment, hereby reaffirms, assumes and binds itself to all of
the obligations, duties, rights, covenants, terms and conditions that are contained in the Subsidiary Guaranty.

7.4References to Credit Agreement.Each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", or words of like import, and each reference to the Credit Agreement in any and all instruments or documents delivered in connection therewith, shall be deemed to refer to the Credit
Agreement, as amended hereby.

7.5Expenses.The Borrower shall pay all costs and expenses in connection with the preparation of this Second
Amendment and other related Loan Documents, including, without limitation, reasonable attorneys' fees and time charges of attorneys who may be employees of the Lenders or any affiliate or parent of
the Lenders. The Borrower shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Second Amendment
and the other instruments and documents to be delivered hereunder, and agrees to save the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in
paying or omission to pay such costs and expenses.

7.6Counterparts.This Second Amendment may be executed in any number of counterparts, all of which shall
constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Credit Agreement and Reaffirmation of Subsidiary Guaranty as of the date first above written.

| | QUIXOTE CORPORATION
A Delaware corporation, as Borrower                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | By:                                                                                                                                                                                                                                                                                                                                                                               
| | Name:                                                                                                                                                                                                                                                                                                                                                                             
| | Title:                                                                                                                                                                                                                                                                                                                                                                            
| | Address:                                                                                                                                                                                                                                                                                                                                                                          
| | Attention:                                                                                                                                                                                                                                                                                                                                                                        
| | Telephone No.:                                                                                                                                                                                                                                                                                                                                                                    
| | Facsimile No.:                                                                                                                                                                                                                                                                                                                                                                    
| | 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),
as Guarantors
| | By:                                                                                                                                                                                                                                                                                                                                                                               
| | Name:                                                                                                                                                                                                                                                                                                                                                                             
| | Title:                                                                                                                                                                                                                                                                                                                                                                            
| | Address:                                                                                                                                                                                                                                                                                                                                                                          
| | Attention:                                                                                                                                                                                                                                                                                                                                                                        
| | Telephone No.:                                                                                                                                                                                                                                                                                                                                                                    
| | Facsimile No.:                                                                                                                                                                                                                                                                                                                                                                    
| | THE NORTHERN TRUST COMPANY, for Itself and,
as Agent for the Lenders                                                                                                                                                                                                                                                                                                              
| | By:                                                                                                                                                                                                                                                                                                                                                                               
| | Name:                                                                                                                                                                                                                                                                                                                                                                             
| | Title:                                                                                                                                                                                                                                                                                                                                                                            
| | Address:                                                                                                                                                                                                                                                                                                                                                                          
| | Attention:                                                                                                                                                                                                                                                                                                                                                                        
| | Telephone No.:                                                                                                                                                                                                                                                                                                                                                                    
| | Facsimile No.:                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                   

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| | LASALLE BANK NATIONAL ASSOCIATION                                                
| | ---------------------------------------------------------------------------------
| | By:                                                                              
| | Name:                                                                            
| | Title:                                                                           
| | Address:                                                                         
| | Attention:                                                                       
| | Telephone No.:                                                                   
| | Facsimile No.:                                                                   
| | HARRIS TRUST AND SAVINGS BANK                                                    
| | By:                                                                              
| | Name:                                                                            
| | Title:                                                                           
| | Address:                                                                         
| | Attention:                                                                       
| | Telephone No.:                                                                   
| | Facsimile No.:                                                                   
| | NATIONAL CITY BANK OF THE MIDWEST
(f/k/a National City Bank of Michigan/Illinois)
| | By:                                                                              
| | Name:                                                                            
| | Title:                                                                           
| | Address:                                                                         
| | Attention:                                                                       
| | Telephone No.:                                                                   
| | Facsimile No.:                                                                   

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EXHIBIT A

SECURITY AGREEMENT

Dated as of June 30, 2004

This Security Agreement (as modified from time to time, the "Agreement") has been executed by QUIXOTE CORPORATION, a Delaware corporation (herein the "Borrower")
QUIXOTE TRANSPORTATION SAFETY, INC., a Delaware corporation ("Quixote Transportation") TRANSAFE CORPORATION, a Delaware corporation ("Transafe"), ENERGY ABSORPTION SYSTEMS, INC., a
Delaware corporation ("Energy Absorption Inc."), ENERGY ABSORPTION SYSTEMS (AL) LLC, a Delaware limited liability company ("Energy Absorption LLC"), SURFACE SYSTEMS, INC.,
a Missouri corporation ("Surface Systems"), NU-METRICS, INC., a Pennsylvania corporation ("Nu-Metrics"), HIGHWAY INFORMATION SYSTEMS, INC., a Delaware corporation
("Highway Information"), U. S. TRAFFIC CORPORATION, a Delaware corporation ("U.S. Traffic") (formerly known as Green Light Acquisition Corporation), PEEK TRAFFIC CORPORATION, a Delaware corporation,
("Peek Traffic") (formerly known as Vision Acquisition Corporation) as Guarantors, on their own behalf, Borrower and each Guarantor as debtor (collectively, the "Debtor"), in favor of THE NORTHERN
TRUST COMPANY, an Illinois banking corporation, for itself and as Administrative Agent for the Lenders, as defined herein, and as secured party for itself and the Lenders (together with any successor,
assign or subsequent holder, "Secured Party"), with a banking office at 50 South LaSalle Street, Chicago, Illinois 60675. If more than one person or entity executes this Agreement, the term "Debtor"
refers to each of them individually and some or all of them collectively, and their obligations hereunder shall be joint and several. The term "Secured Party" means the above-indicated Secured Party
acting as collateral agent for itself and the Lenders. Various capitalized terms used in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WHEREAS,
the Borrower, the Lenders, as hereinafter defined in the Credit Agreement, The Northern Trust Company, as Administrative Agent for itself and the benefit of the Lenders (the
"Agent"), and LaSalle Bank National Association, as Co-Agent, have entered into a Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of
December 9, 2003 (as amended, modified, restated and/or supplemented from time to time, the "Credit Agreement"), providing for the making of Loans to, and the issuance of, and participation in,
Letters of Credit for the account of, the Borrower, all as contemplated therein (the Lenders, from time to time, party thereto each Issuing Lender, the Agent, the Co-Agent, each other
agent, herein collectively called the "Lenders").

WHEREAS,
Quixote Transportation, Transafe Nu-Metrics, Surface Systems, Energy Absorption Inc., Energy Absorption LLC, Highway Information, U.S. Traffic, and
Peek Traffic, each as a Subsidiary Guarantor, executed and delivered, in favor of the Agent for the benefit of the Lenders, a Subsidiary Guaranty, dated as of May 16, 2003 (as amended,
modified, restated and/or supplemented from time to time, this "Guaranty").

WHEREAS,
the Agent, on behalf of the Lenders, has requested and each Debtor has agreed to grant a security interest and lien in and against the Collateral, as defined herein.

In
consideration of Secured Party's extension and continuation of existing financial accommodations to the Borrower, whose obligations to Secured Party are being supported by a
Subsidiary Guaranty of each Guarantor, and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, each Debtor agrees as follows:



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17.Termination.This Agreement and the assignments, pledges and security interests created or granted by this
Agreement shall create a continuing security interest in the Collateral and shall terminate upon Borrower's satisfaction and compliance with the Leverage/Fixed Charge Requirement (as provided and
defined in the Credit Agreement). Upon written notice from Borrower following such satisfaction and compliance, the Secured Party shall reassign and deliver to the Debtor all Collateral and documents
then in custody or possession, and if requested by the Debtor, shall, at the cost and expense of the Debtor, execute and deliver to the Debtor for recording or filing in each office in which any
assignment or financing statement relative to the Debtor or the agreement relating thereto or any part of the Collateral, shall have been filed or recorded, a termination statement or release under
applicable law (including, if relevant, the UCC) releasing the Secured Party's interest therein, and such other documents and instruments as the Debtor may reasonably request all without recourse to
or warranty whatsoever by the Secured Party and at the cost and expense of the Debtor.

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[Signature Page for June 30, 2004 Security Agreement]

| | DEBTOR:                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | QUIXOTE CORPORATION,
a Delaware corporation, as Borrower                                                                                                                                                                                                                                                                                                                          
| | By:                                                                                                                                                                                                                                                                                                                                                                               
| | Name:                                                                                                                                                                                                                                                                                                                                                                             
| | Title:                                                                                                                                                                                                                                                                                                                                                                            
| | Notice Address:                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                   
| | 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),
as Guarantors
| | By:                                                                                                                                                                                                                                                                                                                                                                               
| | Name:                                                                                                                                                                                                                                                                                                                                                                             
| | Title:                                                                                                                                                                                                                                                                                                                                                                            
| | Notice Address:                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                   
| | ACCEPTED:                                                                                                                                                                                                                                                                                                                                                                         
| | SECURED PARTY:                                                                                                                                                                                                                                                                                                                                                                    
| | THE NORTHERN TRUST COMPANY,
for Itself and, as Agent for the Lenders                                                                                                                                                                                                                                                                                                              
| | By:                                                                                                                                                                                                                                                                                                                                                                               
| | Name:                                                                                                                                                                                                                                                                                                                                                                             
| | Title:                                                                                                                                                                                                                                                                                                                                                                            
| | Notice Address:                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                   

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| | LASALLE BANK NATIONAL ASSOCIATION                                                
| | ---------------------------------------------------------------------------------
| | By:                                                                              
| | Name:                                                                            
| | Title:                                                                           
| | Notice Address:                                                                  
| |                                                                                  
| |                                                                                  
| |                                                                                  
| | HARRIS TRUST AND SAVINGS BANK                                                    
| | By:                                                                              
| | Name:                                                                            
| | Title:                                                                           
| | Notice Address:                                                                  
| |                                                                                  
| |                                                                                  
| |                                                                                  
| | NATIONAL CITY BANK OF THE MIDWEST
(f/k/a National City Bank of Michigan/Illinois)
| | By:                                                                              
| | Name:                                                                            
| | Title:                                                                           
| | Notice Address:                                                                  
| |                                                                                  
| |                                                                                  
| |                                                                                  

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EXHIBIT A to Financing Statement
of Quixote Corporation and each Subsidiary Guarantor ("Debtor")
in favor of The Northern Trust Company, as Agent ("Secured Party")
(Consisting of 1 page)

All
of Debtor's right, title and interest in the following property or types of property now owned by Debtor or hereafter created or acquired by Debtor, wherever located:



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EXHIBIT B

|DEBTOR NAME: |  | CHIEF EXECUTIVE OFFICE ADDRESS* PRINCIPAL BUSINESS OFFICES:                        |  | STATE OF ORGANIZATION AND ORGANIZATION NUMBER:                                                                                                                          
|------------ |  | ---------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.           |  | QUIXOTE CORPORATION                                                                |  | 35 EAST WACKER DRIVE
SUITE 1100
CHICAGO, IL 60601                                                                                                                       
|2.           |  | QUIXOTE TRANSPORTATION SAFETY, INC.                                                |  | 35 EAST WACKER DRIVE
SUITE 1100
CHICAGO, IL 60601                                                                                                                       
|3.           |  | TRANSAFE CORPORATION                                                               |  | 35 EAST WACKER DRIVE
SUITE 1100
CHICAGO, IL 60601                                                                                                                       
|4.           |  | ENERGY ABSORPTION SYSTEMS, INC.                                                    |  | 35 EAST WACKER DRIVE
SUITE 1100
CHICAGO, IL 60601
  
3617 CINCINNATI AVENUE
ROCKLIN, CA 95765
  
SPIN-CAST PLASTICS, INC.
3300 NORTH KENMORE STREET
SOUTH BEND, IN 46628
|5.           |  | ENERGY ABSORPTION SYSTEMS (AL) LLC                                                 |  | 250 BAMBERG DRIVE
PELL CITY, AL 35125                                                                                                                                   
|6.           |  | SURFACE SYSTEMS, INC.                                                              |  | 11612 LILBURN PARK ROAD
ST. LOUIS, MO 63146                                                                                                                             
|7.           |  | NU-METRICS, INC.                                                                   |  | UNIVERSITY DRIVE
BOX 518
UNIONTOWN, PA 15401                                                                                                                            
|8.           |  | HIGHWAY INFORMATION SYSTEMS, INC.                                                  |  | 4021 STIRRUP CREEK DRIVE
SUITE 100
DURHAM, NC 27703                                                                                                                     
|9.           |  | U. S. TRAFFIC CORPORATION,
(formerly known as Green Light Acquisition Corporation) |  | 9603 JOHN STREET
SANTA FE SPRINGS, CA 90670                                                                                                                             
|10.          |  | PEEK TRAFFIC CORPORATION,
(formerly known as Vision Acquisition Corporation)       |  | 2511 CORPORATE WAY
PALMETTO, FL 34221
  
141 RAILROAD STREET
BEDFORD, PA 15522                                                                                          

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EXHIBIT C

Certain assets of U.S. Traffic Corporation are on loan to Quixote Transportation Safety Mexico, S. de R.L., Eucalipto y Nogal, Lots 4-7, Manzana 8,
Tecate Industrial Park, Tecate, State of Baja, California, Mexico 21430

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EXHIBIT B

LEASEHOLD MORTGAGE AND SECURITY AGREEMENT

|Mortgagor: |  | Energy Absorption
Systems (AL) LLC |  | Mortgagee: |  | The Northern Trust
Company, as Agent
|---------- |  | ---------------------------------- |  | ---------- |  | ------------------------------------

|STATE OF ALABAMA |  | )  | 
|---------------- |  | -- | 
|                 |  | ): | 
|ST. CLAIR COUNTY |  | )  | 

THIS LEASEHOLD MORTGAGE AND SECURITY AGREEMENT (herein called the "Mortgage") made this 30th day of June, 2004, by ENERGY ABSORPTION SYSTEMS
(AL) LLC, a Delaware limited liability company, as Mortgagor (herein called the "Mortgagor"), to THE NORTHERN TRUST COMPANY, as Agent, for the benefit of itself and the Lenders, as defined
herein (herein, together with its successors and assigns, called the "Agent").

RECITALS

A.    Quixote
Corporation, the Mortgagor's parent corporation (the "Borrower"), entered into that certain Credit Agreement, dated as of May 16, 2003, as amended by a
First Amendment, dated as of December 9, 2003 and a Second Amendment, dated as of the date hereof (the "Credit Agreement"), among the Borrower, The Northern Trust Company ("Northern") for
itself and as Agent (Northern in its agency capacity the "Agent") for certain banks party thereto (the "Lenders") pursuant to which Credit Agreement the Agent and the Lenders have made,
(i) Revolving Loans to the Borrower evidenced by certain Revolving Notes, dated as of May 16, 2003, in the maximum aggregate principal amount of Fifty Million Dollars and 00/100
($50,000,000), executed by the Borrower and made payable pro rata to the order of the 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 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 Lenders (the
"Term Notes") (collectively, the Revolving Loans and Term Loans are herein called the "Loans"). Notwithstanding anything to the contrary contained herein, pursuant to the Second Amendment to the
Credit Agreement, the maximum indebtedness secured hereby is $65,000,000.

B.    In
connection with the Credit Agreement, certain Subsidiaries of Borrower, including, without limitation, the Mortgagor, executed and delivered to the Agent, as a
condition to the Credit Agreement, that certain Subsidiary Guaranty, dated as of May 16, 2003, in favor of the Agent for the ratable benefit of the Lenders (the "Guaranty").

C.    Pursuant
to the terms of that Mortgage and Trust Indenture, dated as of March 1, 1995, between the Industrial Development Board of the City of Pell City ("Board")
and AmSouth Bank of Alabama ("Trustee") (the "Indenture"), the Board issued a certain $5,500,000 Variable/Fixed Rate Industrial Revenue Bond (Energy Absorption Systems Project) Series 1995 (the
"Bond") for the purposes of financing a portion of the costs of acquiring, constructing and equipping an expansion and certain improvements to an existing manufacturing facility (the equipment,
personal property and land or which the facility is located in Alabama, herein called the "Project").

D.    Pursuant
to the terms of the Indenture, the Board, to secure the payment to the bondholder of the principal and interest on the Bond, pledged and granted a mortgage, lien
and security interest to the Trustee in certain real and personal property, including, without limitation, the Land, as defined herein, the Project and personal property relating thereto and the
revenues and receipts paid by Mortgagor to the Board pursuant to the terms of the Lease (such liens in favor of the Trustee are herein called the "Permitted Liens").

E.    Mortgagor
is a party by assignment to and the lessee under that certain Lease as herein defined, pursuant to which Lease, the Project was leased to Mortgagor and
Mortgagor acquired a leasehold interest in the Land and Project.

F.     In
consideration of the Loans made to Borrower and as security for Mortgagor's obligations to Agent under the Guaranty, the Mortgagor has executed various documents in
favor of the Agent including, without limitation, the Guaranty (all the foregoing, together with this Mortgage and all loan and security documents hereafter executed by the Mortgagor and others in
favor of the Agent with respect to the Loans or this Guaranty,

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including,
without limitation, the Credit Agreement being referred to collectively herein as the "Loan Documents").

NOW,
THEREFORE, in consideration of the Loans and the promises and covenants contained herein, and in order to secure the Mortgagor's obligations under its Guaranty, including, without
limitation, the payment of the Loans with the interest thereon, and any extensions or renewals thereof, and further to secure the performance of the covenants, conditions and agreements hereinafter
set forth, the Mortgagor hereby does irrevocably grant, bargain, sell, convey, assign, remise, release and confirm to the Agent, and to its successors and assigns, with right of entry and possession
as provided below, and grants to the Agent a security interest in, the following (herein together called the "Mortgaged Property"):



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provided,
notwithstanding the foregoing, the parties intend and agree that the above-described Mortgaged Property shall be the same, constitute and be limited to that property and rights demised and
leased to Mortgagor pursuant to the terms of the Lease.



The
indebtedness referred to in the above identified items (1)-(4) are referred to as"indebtedness secured hereby".

TO
HAVE AND TO HOLD the Mortgaged Property and all parts thereof unto the Agent and to its successors and assigns forever, subject however to the terms and conditions contained herein;

PROVIDED,
HOWEVER, that these presents are upon the condition that, if upon the earlier to occur of (i) the Mortgagor paying or causing to be paid to the Agent, for the ratable
benefit of the Lenders, the principal and interest payable in respect to the Loan Documents and the Mortgagor is released by Agent of its obligations under the Guaranty, at the times and in the manner
stipulated therein and herein, and shall pay and discharge, or cause to be paid and discharged, all other indebtedness secured hereby, and shall perform and observe or cause to be performed and
observed all the covenants and promises contained in the Guaranty, this Mortgage and all the other Loan Documents, and any extension, renewal, substitution, modification or replacement thereof,
expressed to be performed and observed by the Mortgagor or Borrower and the other parties thereto, or (ii) the Borrower's satisfaction and compliance with the Leverage/Fixed Charge Requirement
as defined in and pursuant to the terms of the Credit Agreement, all without fraud or delay, then this Mortgage, and all the properties, interest and rights hereby granted, bargained, and sold shall
cease, terminate and be void and shall otherwise no longer remain in full force and effect.

ARTICLE I

COVENANTS OF THE MORTGAGOR

In addition to covenants contained elsewhere herein, the Mortgagor covenants and agrees with the Agent as follows:

Section 1.1Performance of Guaranty.The Mortgagor covenants and agrees to pay, perform and observe all
covenants, terms, conditions and obligations contained herein, the Guaranty and in the other Loan Documents in accordance with their respective terms and to duly and punctually pay the principal and
interest due under the Note and all other indebtedness secured hereby.

Section 1.2Warranty of Title.The Mortgagor covenants that it has a valid leasehold interest in the Land
and real property hereby mortgaged and has good and absolute title to all existing personal property hereby mortgaged and has good right, full power and lawful authority to convey, encumber and
mortgage the same in the

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manner
and form aforesaid; that the same is free and clear of all liens, charges and encumbrances whatsoever except for Permitted Liens and other liens as shown on the Title Report issued by First
American Title Insurance Company, dated July 15, 2004 applicable to this Mortgage, including, as to personal property and fixtures, conditional sales contracts, chattel mortgages, security
agreements, financing statements and anything of a similar nature; and that the Mortgagor will warrant and forever defend the title thereto unto the Agent and its successors and assigns against the
claims of all persons whomsoever. The Mortgagor hereby convenants and represents that the Lease is in full force and effect and that it is not in default under any of the terms thereof.

Section 1.3Further Assurances; After Acquired Property.The Mortgagor covenants and represents that the
Guaranty and all the Loan Documents executed by the Mortgagor have been duly executed and delivered and are valid and enforceable obligations of the Mortgagor in accordance with the terms thereof. The
Mortgagor agrees to execute and deliver to the Agent on demand and at the Mortgagor's expense any documents, additional mortgages and instruments of further assurance required or desired by the Agent
to effectuate, complete, enlarge, perfect, continue and preserve (a) the obligations of the Mortgagor under the Guaranty, this Mortgage and the other Loan Documents and (b) the lien of
this Mortgage, subject to the Permitted Liens, as a [first and prior] lien upon all the Mortgaged Property, whether now owned or hereafter acquired by the Mortgagor. Upon any
failure of the Mortgagor to execute and deliver any such instruments, the Agent may execute and record any such instruments for and in the name of the Mortgagor, and the Mortgagor irrevocably appoints
the Agent, the agent and the attorney-in-fact of the Mortgagor for such purpose. The lien hereof will automatically attach, without further act, to all after-acquired property
attached to, made a part of or substituted for any of the Mortgaged Property.

Section 1.4Assignment of Leases and Rents.To the extent that Mortgagor has any right or interest in the
same, all the existing and future rents, revenues, royalties, issues, income and profits of the Mortgaged Property that arise from its use or occupancy, including, without limitation, security
deposits and advance rentals (herein together called the "Rents") and all leases, subleases or management, leasing or occupancy agreements pertaining to the Land or the Improvements (herein together
called the "Leases") are hereby absolutely and presently assigned to the Lender.

The
Mortgagor will not execute any Leases without first having received the prior written approval from the Lender of the form and content of the same. Without limiting the foregoing,
any managing, leasing or similar fee shall be subordinated to the lien of this Mortgage.

Without
the prior written consent of the Lender, the Mortgagor will not accept prepayments of rent exceeding one month under any of the Leases, nor modify or amend any of the Leases, nor
in any manner impair the Mortgagor's interest in the Rents. The Mortgagor will perform all covenants of the lessor under the Leases. Simultaneously with the execution hereof, the Mortgagor will
execute and deliver to the Lender for recordation an assignment of leases in form acceptable to the Lender.

(a)   If
required by the Lender, the Leases must provide, in a manner approved by the Lender, that the Leases are junior and subordinate to the lien of this Mortgage, and that
the tenant will recognize as its lessor any person succeeding to the interest of the Mortgagor upon any foreclosure of this Mortgage.

(b)   Nothing
herein shall render the Lender liable under any existing or future Leases, regardless of the collection of rents thereunder, for any of the covenants or
agreements of the Mortgagor under such Leases.

Section 1.5Transfer Prohibited.If the Mortgaged Property, or any part thereof, is sold, transferred,
conveyed, leased, assigned or encumbered in any manner, voluntarily or involuntarily without the Agent's prior written consent, then such sale, transfer, conveyance, assigned, or encumbrance shall
constitute a default under this Mortgage and the Agent, at its option, may declare the indebtedness secured hereby plus accrued interest due and payable. If any of the membership interests of
Mortgagor shall be sold, conveyed, transferred, assigned or exchanged after the execution and delivery of this Mortgage (other than to the Borrower), such transfer shall constitute a transfer or
conveyance of the Property which is hereby prohibited.

Section 1.6Compliance with Laws.The Mortgagor will promptly comply with all present and future laws,
ordinances, rules, regulations and requirements of all governmental authorities having jurisdiction over the Mortgaged Property or any part thereof including, without limitation, all zoning
regulations and building codes. Without the prior written consent of the Agent, the Mortgagor will not seek, make or consent to any change in the zoning or conditions of use of the Mortgaged Property.
The Mortgagor will comply with and make all payments required under the provisions of any covenants, conditions or restrictions affecting the Mortgaged Property.

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Section 1.7Books and Records. Financial Statements. Property Income and Expense Statement.The Mortgagor
will keep true and correct financial books and records in which it will make full and correct entries of all its business activities and financial affairs and the operation of the Mortgaged Property
sufficient to reflect correctly the results of all operations, leasing and other income-producing activities by the Mortgagor on the Mortgaged Property, and to permit the preparation of financial
statements therefrom in accordance with generally accepted accounting principles. The Agent will have the right to examine, copy and audit the Mortgagor's records and books of account at all
reasonable times in a manner otherwise consistent with the Credit Agreement. The Mortgagor will deliver to the Agent at such times and in such form and containing such information as shall be required
by the Agent, financial statements, including, without limitation, balance sheets, profit-and-loss statements, income and expense statements and all schedules and exhibits
thereto as are customarily required by sound accounting practice in a manner otherwise consistent with the Credit Agreement. Such statements and information shall be prepared in accordance with
generally accepted accounting principles by the Mortgagor or, at the Agent's option, by an independent certified public accountant approved by the Agent in advance of delivery of such statements and
information.

Section 1.8Performance by the Agent.The Mortgagor will, at its own expense, appear in and defend any
action or proceeding that might affect the Agent's security or the rights or powers of the Agent or that purports to affect any of the Mortgaged Property. If the Mortgagor fails to perform any
covenant, condition, term or agreement contained in this Mortgage, or if any action or proceeding of any kind (including but not limited to any bankruptcy, insolvency, arrangement, reorganization or
other debtor-relief proceeding) is commenced which might affect the Agent's interest in the Mortgaged Property or the Agent's right to enforce its security, then the Agent may, at its option, take any
actions and disburse any sums as may be necessary or desirable to protect or enforce this Mortgage or to remedy the failure of the Mortgagor to perform its covenants (without, however, waiving any
default of the Mortgagor). The Mortgagor agrees to pay all reasonable expenses of the Agent thus incurred (including, without limitation, fees and disbursements of counsel). Any such expenses incurred
by the Agent will be additional indebtedness of the Mortgagor to the Agent secured by this Mortgage, will bear interest at the after-maturity rate specified in the Guaranty and will be payable by the
Mortgagor upon demand. The Agent shall be
the sole judge of the necessity for any such actions and of the amount to be paid or expended in connection therewith. The Agent is hereby empowered to enter and to authorize others to enter upon the
Land or any part thereof for the purpose of performing or observing any defaulted covenant, condition, term or agreement hereof, without thereby becoming liable to the Mortgagor or any party in
possession holding under the Mortgagor. This paragraph will not be construed to require the Agent to incur any expenses or take any actions.

Section 1.9Personal Property.

(a)   This
Mortgage constitutes a SECURITY AGREEMENT with respect to all personal property in which the Agent is granted a security interest hereunder and constitutes a lien
on such property, and the Agent shall have all the rights and remedies of a secured party under the Alabama Uniform Commercial Code as well as all other rights and remedies available at law or in
equity. The Mortgagor hereby agrees to execute and deliver on demand and to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements
or other instruments as the Agent may require in order to impose or perfect, or continue the perfection of, the lien or security interest created hereby. Upon any failure of the Mortgagor to execute
and deliver any such instruments, the Agent may execute and record any such instruments for and in the name of the Mortgagor, and the Mortgagor irrevocably appoints the Agent the agent and the
attorney-in-fact of the Mortgagor for such purpose. Upon the occurrence of an Event of Default hereunder, the Agent shall have the right to cause any of the Mortgaged Property
which is personal property and subject to the security interest of the Agent hereunder to be sold at any one or more public or private sales as permitted by applicable law, and the Agent shall further
have all other rights and remedies, whether at law, in equity or by statute, as are available to secured creditors under applicable law. Any such disposition may be conducted by an employee or agent
of the Agent. Any person, including both the Mortgagor and the Agent, shall be eligible to purchase any part or all of such property at such disposition.

(b)   The
expenses of retaking, holding, preparing for sale, selling or the like shall be borne by the Mortgagor and shall include the Agent's attorneys' fees and legal
expenses. Upon demand of the Agent the Mortgagor shall assemble such personal property and make it available to the Agent at the Land, a place which is hereby deemed to be reasonably convenient to the
Agent and the Mortgagor. The Agent shall give the Mortgagor at least five (5) days' prior written notice of the time and place of any public sale or other disposition of such property or of the
time of or after which any private sale or other intended disposition is to be made, and if such notice is sent

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to
the Mortgagor, as the same is provided for the mailing of notices herein, it is hereby deemed that such notice shall be and is reasonable notice to the Mortgagor.

Section 1.10Expenses.The Mortgagor will pay or reimburse the Agent for all reasonable costs and
expenses (including, without limitation, attorneys' fees) incurred by the Agent in connection with execution, delivery, filing and enforcement of this Mortgage (including, without limitation, all
title, recording, survey, and legal fees and expenses, including fees and expenses of Alabama counsel retained by Agent), in any proceeding involving the estate of a decedent or an insolvent, or in
any action, proceeding or dispute of any kind in which the Agent is involved or is made a party, or appears as party plaintiff or defendant, affecting the Guaranty, Mortgage, the other Loan Documents,
the Mortgagor or the Mortgaged Property, including, without limitation, the foreclosure of this Mortgage, any condemnation action involving the Mortgaged Property or any action to protect the security
hereof or to enforce any provision hereof and in any situation where the Agent employs an attorney to protect the Agent's rights hereunder, whether or not legal proceedings are commenced or involved.
Any such expenses incurred by the Agent will be additional indebtedness of the Mortgagor to the Agent secured by this Mortgage,
will bear interest at the after-maturity rate specified in the Guaranty and will be payable by the Mortgagor upon demand.

Section 1.11Sewage Systems.The Mortgagor understands that any septic system, sewage treatment facility
or sewer line on the Land or to be constructed from the Land to a public sewer line and all personal property appurtenant thereto and rights therein are conveyed to the Agent hereunder as part of the
Mortgaged Property, whether located on the Land or adjacent to or connected with the same. The Mortgagor covenants not to allow any connections to any such sewer facility or sewer line or to allow any
person to use the sewer facility or sewer line or to make any modifications in the plans and specifications or construction contract for the construction of any such sewer facility or sewer line
without the prior written consent of the Agent. The Mortgagor understands that such consent may be withheld and/or conditioned upon receipt of documentation and assurances acceptable to the Agent and
that the Agent will have the first right and lien as secured hereby to any moneys or revenues arising from any such connections or use.

Section 1.12Insurance Premium and Tax Payments.The Mortgagor will pay to the appropriate governmental
authority and insurer, as applicable, the taxes, assessments and hazard insurance premiums as sufficient to enable when they become due, all taxes, assessments, casualty insurance premiums and other
similar charges against the Mortgaged Property or any part thereof. In the event Mortgagor shall fail to pay such premiums or taxes, upon demand of the Agent, the Mortgagor agrees to deliver to the
Agent such additional moneys as are necessary to make up any deficiencies in the amounts necessary to enable the Agent to pay in full such taxes, assessments, insurance premiums and similar charges as
may be due and payable. In the event of an occurrence of an Event of Default under any of the Loan Documents as herein or therein defined, the Agent may apply to the reduction of the sums secured
hereby, in such manner as the Agent shall determine, any such amount remaining to the Mortgagor's credit.

Section 1.13Other Taxes, Utilities and Liens.

(a)   The
Mortgagor will pay promptly when and as due, and will promptly deliver to the Agent receipts for the payment of, all taxes, assessments, water rates, dues, charges,
fines and impositions of every nature whatsoever levied, assessed or imposed upon or against the Mortgaged Property or any part thereof, or upon the interest of the Agent in the Mortgaged Property, as
well as all income taxes, assessments and other governmental charges lawfully levied and imposed by the United States of America or any state, county, municipality, district or other taxing authority
upon the Mortgagor or in respect of the Mortgaged Property or any part thereof, or any charge which, if unpaid, would become a lien or charge upon the Mortgaged Property prior to or equal to the lien
of the Mortgage for any amounts secured hereby or would have priority over or equality with the Mortgage in distribution of the proceeds of any foreclosure sale of the Mortgaged Property or any part
thereof.

(b)   The
Mortgagor will promptly pay all charges by utility companies, whether public or private, for electricity, gas, water, sewer or other utilities.

(c)   The
Mortgagor will promptly pay and will not suffer any mechanic's, laborer's, statutory or other lien which might or could be prior to or equal to the lien of the
Mortgage to be created or to remain outstanding upon any of the Mortgaged Property.

(d)   In
the event of the passage of any state, federal, municipal or other governmental law, order, rule or regulation, subsequent to the date hereof, in any manner changing
or modifying the laws now in force governing the taxation of mortgages or debts secured by mortgages or the manner of collecting taxes so as to affect adversely

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the
Agent with respect to the Loans, the entire balance of the principal sum secured by the Mortgage and all interest accrued thereon shall without notice become due and payable forthwith at the
option of the Agent.

Section 1.4Insurance.

(a)   The
Mortgagor will procure, deliver to and maintain for the benefit of the Agent during the life of this Mortgage, insurance policies in such amounts as the Agent shall
require, but in no event less than the full replacement cost of all the Improvements and with no more than $5,000 deductible from the loss payable for any casualty, with extended coverage endorsement,
insuring the Mortgaged Property against fire, flood, liability, vandalism and malicious mischief, tornado, war damage (if available), collapse, loss of rents or rental value (with coverage in an
amount to cover a minimum of six (6) months of fair rental value or projected gross annual rentals at 100% occupancy of the Mortgaged Property), business interruption and such other insurable
hazards, casualties and contingencies as the Agent may reasonably require. If the Land is located in a flood hazard area or if required pursuant to §102 of the Flood Disaster Protection
Act of 1973, flood insurance in an amount acceptable to the Agent shall also be provided by the Mortgagor. The policies shall include, without limitation, a "Replacement Cost Endorsement," boiler and
machinery insurance covering pressure vessels, sewage treatment facilities, air tanks, boilers, machinery, pressure piping, heating, air conditioning and elevator equipment and insurance against loss
of occupancy or use arising from any such breakdown. All such policies and the companies issuing them shall be acceptable to the Agent. All policies shall contain (i) a standard,
non-contributory mortgagee endorsement making losses payable to the Agent and (ii) an obligation of the insurer to notify the Agent in writing not less than ten (10) days
prior to any cancellation or change in coverage. At least fifteen (15) days prior to the expiration date of all such policies, renewals thereof satisfactory to the Agent shall be delivered to
the Agent. The Mortgagor shall deliver to the Agent receipts evidencing the payment of all such insurance policies and renewals. In the event of the foreclosure of this Mortgage or any other transfer
of title to the Mortgaged Property in extinguishment of the indebtedness secured hereby, all right, title and interest of the Mortgagor in and to all insurance policies then in force shall pass to the
purchaser or grantee.

(b)   The
Agent is hereby authorized and empowered to adjust or compromise any loss under any insurance policies on the Mortgaged Property and to collect and receive the
proceeds from any such policy or policies. Each insurance company is hereby authorized and directed to make payment for all such losses directly to the Agent instead of to the Mortgagor and the Agent
jointly. After deducting from said insurance proceeds any expenses incurred by it in the collection or handling of such proceeds, the Agent may apply the net proceeds, in its sole discretion, either
toward restoring the Improvements or as a credit on any portion of the indebtedness secured hereby whether then matured or to mature in the future, or at the option of the Agent, such sums either
wholly or in part may be paid over to the Mortgagor to be used to repair the Improvements or to construct new improvements in their place or for any other purpose or object satisfactory to the Agent
without affecting the lien of the Mortgage for the full amount secured hereby before such payment took place. The Agent shall not be held responsible for any failure to collect any insurance proceeds
due under the terms of any policy regardless of the cause of such failure.

Section 1.5Condemnation.If all or any part of the Land or the Improvements shall be damaged or taken
through condemnation (which term when used in this Mortgage shall include any damage or taking by any governmental authority and any transfer by private sale in lieu thereof), either temporarily or
permanently, the entire
indebtedness secured hereby shall at the option of the Agent become immediately due and payable. The Agent shall be entitled to all compensation, awards and other payments or relief thereof and is
hereby authorized, at its option, to commence, appear in and prosecute in its own or the Mortgagor's name any action or proceeding relating to any condemnation. All such compensation, awards, damages,
claims, rights of action and proceeds and the right thereto are hereby assigned by the Mortgagor to the Agent, which, after deducting therefrom all its expenses, including attorney's fees, may release
any moneys so received by it without affecting the lien of this Mortgage or may apply the same in such manner as the Agent shall determine to the payment of the indebtedness secured hereby, and any
balance of such moneys then remaining shall be paid to the Mortgagor. The Mortgagor agrees to execute such further assignments of any compensations, awards, damages, claims, rights of action and
proceeds as the Agent may require.

Section 1.16Care of the Property. Inspection.

(a)   The
Mortgagor will preserve and maintain the Mortgaged Property in good condition and repair and will not commit or suffer any waste and will not do or suffer to be done
anything which will increase the risk of fire or other hazard to the Mortgaged Property or any part thereof or which might invalidate any insurance carried on the Mortgaged Property.

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(b)   Except
as otherwise provided herein, no buildings, fixtures, personal property or other part of the Mortgaged Property shall be removed, demolished or substantially
altered without the prior written consent of the Agent. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, appliances, machinery,
fixtures or appurtenances which are subject to the lien hereof and which may become worn out, undesirable, obsolete, disused or unnecessary for use in the operation of the Mortgaged Property, not
exceeding in value at the time of disposition thereof Five Thousand Dollars ($5,000.00) for any single transaction, or a total of Twenty-Five Thousand Dollars ($25,000.00) in any one year,
upon replacing the same by, or substituting for the same, other furniture, furnishings, equipment, appliances, machinery, fixtures or appurtenances not necessarily of the same character but of at
least equal value to the Mortgagor and costing not less than the amount realized from the property sold or otherwise disposed of, and such replacement or substitute property shall forthwith become,
without further action, subject to the lien of this Mortgage.

(c)   If
the Mortgaged Property or any part thereof is damaged by fire or any other cause, the Mortgagor will give immediate written notice of the same to the Agent.

(d)   If
all or any part of the Mortgaged Property shall be damaged by fire or other casualty, the Mortgagor will promptly restore the Mortgaged Property to the equivalent of
its original condition, regardless of whether insurance proceeds exist, are made available or are sufficient. If any part of the Mortgaged Property shall be physically damaged through condemnation,
the Mortgagor will promptly restore, repair or alter the remaining property in a manner satisfactory to the Agent.

Section 1.17Estoppel Affidavits.Within ten (10) days after written request from the Agent, the
Mortgagor shall furnish a written statement, duly acknowledged, setting forth the unpaid rent and other amounts due on the Lease and stating whether or not any offsets or defenses exist against such
rent or amounts, specifying the nature of the same.

Section 1.18Environmental Matters.

(a)   The
Mortgagor represents and warrants that the Mortgagor as the tenant of the Mortgaged Property will fully comply with all applicable federal, state or local laws,
ordinances and regulations governing or pertaining to the use, generation, manufacture, release, storage or disposal of hazardous, toxic or dangerous waste, substances or materials (herein
collectively called "Hazardous Substances") defined as such in or for purposes of CERCLA and all other applicable federal, state or local laws, ordinances and regulations. The Mortgagor will
adequately secure, protect and supervise the Mortgaged Property to prevent unregulated, unpermitted or illegal generation, manufacture, release, storage or disposal of any Hazardous Substance.

(b)   The
Mortgagor further agrees to indemnify the Agent from loss (including, without limitation, attorneys' fees) arising directly or indirectly by reason of the violation,
whether past, present or future, of the foregoing warranties, representations and agreements and arising from the use, generation, manufacture, release, storage or disposal of any Hazardous Substance
on the Mortgaged Property.

(c)   The
Agent shall have the right, without prior notice, to conduct an inspection of the Mortgaged Property for Hazardous Substances, including, without limitation,
asbestos, at any time during the term of the Loan and in sufficient detail to permit the Agent to determine whether Hazardous Substances are present, in use or have been disposed of on the Mortgaged
Property. The Mortgagor will pay or reimburse the Agent for all reasonable expenses incurred in connection with any environmental inspection of the Mortgaged Property and any such expenses will be
additional indebtedness of the Mortgagor to the Agent secured by this Mortgage and will be payable on demand; provided, however, that Mortgagor's obligation to reimburse shall only be applicable as to
one (1) inspection annually. The Agent is hereby empowered to enter and to authorize others to enter upon the Land or Improvements for the purpose of performing an environmental inspection,
without thereby becoming liable to the Mortgagor or any party in possession holding under the Mortgagor.

Section 1.19Compliance with Lease.Mortgagor will pay or cause to be paid all rent and other charges
required under the Lease as and when the same are due and will promptly and faithfully observe, abide by, discharge and perform, or cause to be kept, observed, discharged and performed, all other
terms, obligations, covenants, agreements, indemnities, representations, warranties or liabilities or the Lease on the part of the lessee thereunder to be kept, observed, discharged and performed, and
will not without the express written consent of the Agent (i) in any manner, cancel terminate or surrender, or permit the cancellation, termination or surrender of the Lease, in whole or in
part, (ii) modify, amend or permit any modification or amendment of any of the terms thereof or (iii) permit the subordination of its leasehold interest under the Lease to any mortgage
other

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than
this mortgage; and any attempt on the part of Mortgagor to do any of the foregoing without such written consent of the Agent shall constitute an immediate Event of Default hereunder.

ARTICLE II

EVENTS OF DEFAULT AND REMEDIES

Section 2.1Events of Default.The following shall be "Events of Default" hereunder, and the term "Event
of Default" as used herein shall mean any one or more of the following events:

(a)   The
failure by the Mortgagor to make any payment required by the Guaranty or by the other Loan Documents or the failure to pay any other indebtedness secured hereby in
each case after giving effect to any applicable notice, grace or cure period;

(b)   The
failure by the Mortgagor to perform any other covenant, condition or agreement contained in this Mortgage or in the other Loan Documents and the continuation of such
failure for a period of fifteen (15) days after receipt of notice of such default (or with respect to the Loan Documents, any other applicable notice, grace or cure period);

(c)   The
termination or suspension by the Mortgagor of its business, or an attachment or judicial seizure of any substantial part of the Mortgagor's assets;

(d)   The
filing by the Mortgagor of a voluntary petition in bankruptcy or the Mortgagor's adjudication as a bankrupt or insolvent, or the filing by the Mortgagor of any
petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal,
state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or the Mortgagor's seeking or consenting to or acquiescence in the appointment of any trustee,
receiver or liquidator of the Mortgagor or Borrower or of all or any substantial part of the Mortgaged Property or of any or all of the Rents, or the making of any general assignment for the benefit
of creditors or the admission in writing of its inability to pay its debts generally as they become due;

(e)   The
entry by a court of competent jurisdiction of an order, judgment or decree approving a petition filed against the Mortgagor or Borrower seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or
other relief for debtors, which order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive) from the date of entry thereof, or the
appointment of any trustee, receiver or liquidator of the Mortgagor or Borrower or of all or any substantial part of the Mortgaged Property or of any or all of the Rents without the consent or
acquiescence of the Mortgagor which appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive);

(f)    The
occurrence of a breach of or default or an Event of Default under, or the failure to perform or the violation of any term, covenant, agreement, condition, provision,
representation or warranty contained in, any Loan Document (in each case subject to any applicable notice, grace or cure period);

(g)   Any
warranty, representation, disclosure or other statement made to the Agent by the Mortgagor or by any other party in any of the Loan Documents or in any loan
application being false or misleading in any material respect at the time made;

(h)   The
occurrence of any other event which under the Guaranty or under any other Loan Document constitutes a default or an Event of Default by the Mortgagor or Borrower or
other party to such Loan Document or gives the Agent the right to accelerate the maturity of all or any part of the indebtedness secured by this Mortgage;

(i)    The
declaration or determination by a court of competent jurisdiction that any term, condition, covenant or agreement contained in the Guaranty, this Mortgage, any of
the other Loan Documents or any document evidencing or securing any indebtedness secured hereby is invalid or unenforceable and as a result of such declaration or determination, the rights of other
Lenders under such agreements are adversely affected;

(j)    The
occurrence of a default by the Mortgagor in the payment of any indebtedness of the Mortgagor to any other party or a default by the Mortgagor under any loan or
security agreement or under any material lease obligation with any other party which would be a Default under the Credit Agreement and the failure to cure any such default within fifteen
(15) days after written notice to the Mortgagor from the Agent; or

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(k)   The
entry of a final judgment against the Mortgagor which would be a Default under the Credit Agreement.

Section 2.2Remedies.Upon the occurrence of an Event of Default, the Agent may, at its continuing
option, and without notice to or demand upon the Mortgagor:

(a)   Declare
all or any part of the indebtedness secured by this Mortgage and the interest accrued thereon to be due and payable immediately;

(b)   Enter
onto and take possession of the Mortgaged Property and manage and operate the same, all as more particularly provided hereafter;

(c)   [Collect
the Rents as more particularly provided hereinafter;]

(d)   Cause
all or any part of the Mortgaged Property to be sold under the power of sale granted by this Mortgage in any manner permitted by applicable law as more
particularly provided hereinafter; or

(e)   Exercise
any other right or remedy granted hereunder or under any of the other Loan Documents or available at law or in equity.

Section 2.3Right of Agent to Enter and Take Possession.

(a)   If
an Event of Default shall have occurred, upon demand of the Agent the Mortgagor shall forthwith surrender to the Agent the actual possession of the Mortgaged
Property, and if and to the extent permitted by law, the Agent may enter and take possession of all or any part of the Mortgaged Property and may exclude the Mortgagor and its agents and employees
wholly therefrom.

(b)   Upon
every such entering upon or taking of possession, the Agent may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business
thereof and, from time to time (i) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or
otherwise acquire additional fixtures, personalty and other property, (ii) insure or keep the Mortgaged Property insured, (iii) manage and operate the Mortgaged Property and exercise all
the rights and powers of the Mortgagor in its name or otherwise with respect to the same and (iv) enter into any and all agreements with respect to the exercise by others of any of the powers
herein granted the Agent, all as the Agent from time to time may determine to be to its best advantage, and the Agent may collect and receive all the Rents of such Mortgaged Property including those
past due as well as those accruing thereafter.

(c)   [The
Agent may deduct from such Rents (i) all expenses of taking, holding, managing and operating the Mortgaged Property (including compensation for
the services of all persons employed for such purposes), (ii) the cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements and purchases and
acquisitions, (iii) the cost of such insurance, (iv) such taxes, assessments and other changes prior to the lien of this Mortgage as the Agent may determine to pay, (v) other
proper charges upon the Mortgaged Property or any part thereof, and (vi) the reasonable compensation, expenses and disbursements of the attorneys and agent of the Agent. The Agent shall apply
the remainder of the moneys so received to the payment of the indebtedness and obligations secured by this Mortgage, whether due or to become due, in whatever order and proportions the Agent elects in
its absolute discretion and without regard to the adequacy of its security.]

(d)   Whenever
all such Events of Default have been cured and satisfied, the Agent may, at its option, surrender possession of the Mortgaged Property to the Mortgagor, its
successors or assigns. The same right of taking possession, however, shall exist if any subsequent Event of Default shall occur.

Section 2.4Collection of Rents.If an Event of Default shall have occurred, the Agent may collect the
Rents itself or by an agent or receiver. No action taken by the Agent to collect any Rents will make the Agent a "mortgagee-in-possession" of the Mortgaged Property, and
possession by a court-appointed receiver will not be considered possession by the Agent. All Rents collected by the Agent or a receiver will be applied first to pay all expenses of collection, and
then to the payment of all costs of operation and management of the Mortgaged Property, and then to the payment of the indebtedness and obligations secured by this Mortgage in whatever order and
proportions the Agent elects in its absolute discretion and without regard to the adequacy of its security.

Section 2.5Power of Sale.If an Event of Default shall have occurred, the Agent may sell the Mortgaged
Property at public outcry to the highest bidder for cash in front of the courthouse door in the county where the Land is located, either in person or by auctioneer, after having first given notice of
the time, place and terms of sale, together with a description of the property to be sold, by publication once a week for three (3) successive

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weeks
prior to said sale in some newspaper published in said county. Upon payment of the purchase money, the Agent or any person conducting the sale for the Agent is authorized to execute to the
purchaser at said sale a deed to the property so purchased. The Agent may bid at said sale and purchase said property or any part thereof if the highest bidder therefor. At any foreclosure sale the
Mortgaged Property may be offered for sale and sold as a whole without first offering it in any other manner or may be offered for sale and sold in any other manner the Agent may elect in its sole
discretion.

Section 2.6Application of Sale Proceeds.The proceeds of any sale under this Mortgage will be applied in
the following manner:



Section 2.7Agent's Option on Foreclosure.At the option of the Agent, this Mortgage may be foreclosed as
provided by law or in equity, in either event a reasonable attorneys' fee shall, among other costs and expenses, be allowed and paid out of the proceeds of the sale. The Agent may, at its option,
foreclose this Mortgage subject to the rights of any tenants of the Mortgaged Property, and in the event the Agent exercises its option to foreclose the Mortgage in equity, the failure to make any
such tenants parties defendants to any such foreclosure proceeding and to foreclose their rights will not be, nor be asserted to be by the Mortgagor, a defense to any proceedings instituted by the
Agent to collect the sums secured hereby.

Section 2.8Receiver.

(a)   If
an Event of Default shall have occurred, the Agent, upon application to a court of competent jurisdiction, shall be entitled, without notice and without regard to the
adequacy of any security for the indebtedness hereby secured or the solvency of any party bound for its payment, to the appointment of a receiver to take possession of and to operate the Mortgaged
Property and to collect the Rents.

(b)   The
Mortgagor will pay to the Agent upon demand all expenses, including receiver's fees, attorneys' fees, costs and agent's compensation, incurred pursuant to the
provisions of this paragraph. All such expenses will be additional indebtedness of the Mortgagor to the Agent secured by this Mortgage, will bear interest at the after-maturity rate specified in the
Guaranty and will be payable by the Mortgagor upon demand.

Section 2.9Waiver of Manner of Sale.The Mortgagor waives all rights to direct the order or manner in
which any of the Mortgaged Property will be sold in the event of any sale under this Mortgage, and also any right to have any of the Mortgaged Property marshalled upon any sale. The Agent may in its
discretion sell any real and personal property together or in parts, in one or more sales, and in any sequence the Agent selects.

Section 2.10Suits to Protect the Mortgaged Property.The Agent shall have power (a) to institute
and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Mortgaged Property by any acts which may be unlawful or any violation of this Mortgage, (b) to
preserve or protect its interest in the Mortgaged Property and in the Rents and (c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with, such enactment, rule or order would impair the security hereunder or be prejudicial to the interest
of the Agent.

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ARTICLE III

GENERAL PROVISIONS

Section 3.1Waiver of Exemption.The Mortgagor waives all rights of exemption pertaining to real or
personal property as to any indebtedness secured by or that may be secured by this Mortgage, and the Mortgagor waives the benefit of any statute regulating the obtaining of a deficiency judgment or
requiring that the value of the premises be set off against any part of the indebtedness secured hereby.

Section 3.2Delay or Omission No Waiver.No delay or omission of the Agent or of any holder of the Note
to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or
acquiescence therein, and every right, power and remedy given by this Mortgage to the Agent may be exercised from time to time and as often as may be deemed expedient by the Agent.

Section 3.3No Waiver of One Default to Affect Another.

(a)   No
waiver of any Event of Default hereunder shall extend to or shall affect any subsequent or any other Event of Default or shall impair any rights, powers or remedies
consequent thereto.

(b)   If
the Agent (i) grants forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security for the
payment thereof, (iii) waives or does not exercise any right granted herein or in the Guaranty, (iv) releases any part of the Mortgaged Property from the lien of this Mortgage or
otherwise changes any of the terms of the Guaranty or this Mortgage, (v) consents to the filing of any map, plat or replat of the Land, (vi) consents to the granting of any easement on
the Land, (vii) makes or consents to any agreement subordinating the lien hereof, or (viii) enters into any agreement with the Mortgagor or any partner or stockholder thereof or any one
or more of them changing any term of the Guaranty or the other Loan Documents or releasing any partner or stockholder of the Mortgagor or any security or respecting any matter whatsoever, then any
such act or omission shall not release, discharge, modify, change or affect the original liability under the Guaranty, this Mortgage or otherwise of the Mortgagor or any subsequent purchaser of the
Mortgaged Property or any part thereof, or any maker, co-signer, endorser, surety or guarantor, nor shall any such act or omission preclude the Agent from exercising any right, power or
privilege herein granted or intended to be granted upon an Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Agent, shall the lien of this
Mortgage be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Mortgaged Property, the Agent, without notice to any party is hereby
authorized and empowered to deal with any such vendee or transferee with reference to the Mortgaged Property or the indebtedness secured hereby, or with reference to any of the terms or conditions
hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any of the liabilities or undertakings hereunder.

Section 3.4Discontinuance of Proceedings.Position of Parties
Restored.In case the Agent shall have proceeded to enforce any right or remedy under this Mortgage by foreclosure, entry or otherwise, and such
proceedings shall have been discontinued or abandoned for any reason, then and in every such case the Mortgagor and the Agent shall be restored to their former positions and rights hereunder, and all
rights, powers and remedies of the Agent shall continue as if no such proceeding has been taken.

Section 3.5Remedies Cumulative.No right, power or remedy conferred upon or reserved to the Agent by
this Mortgage is intended to be exclusive of any 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 now or hereafter existing at law or in equity or by statute. The Agent may exercise any one or more of its rights and remedies at its option without regard to the
adequacy of its security.

Section 3.6Notices.All notices given under this Mortgage must be in writing and will be effectively
served by personal delivery or by certified United States mail, postage prepaid, to the Agent and the Mortgagor at the addresses appearing above. Such addresses may be changed by either party by
written notice to the other party. The service of any notice of default or notice of sale under this Mortgage will be effective on the date of mailing.

Section 3.7Inspection.

(a)   The
Agent and its respective agents and representatives will have the right at any reasonable time to enter the Property and inspect all parts thereof. The Agent will
also have the right to examine, copy and audit the books, records, accounting data and other documents of the Mortgagor relating to the Mortgaged Property.

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(b)   The
Agent is under no duty to supervise or inspect the Mortgaged Property or the operation of the Mortgaged Property or to examine any books and records. Any inspection
or examination by the Agent is for the sole purpose of protecting the Agent's security and preserving the Agent's rights under this Mortgage. No default of the Mortgagor will be waived by any
inspection by the Agent.

Section 3.8Status and Authority.(a) The Mortgagor warrants that (i) it is a limited
liability company duly organized and validly existing, in good standing under the laws of the State of Delaware, (ii) it is duly qualified to do business and is in good standing in the State of
Alabama, (iii) it has the power, authority and legal right to carry on the business now being conducted by it and to engage in the transactions contemplated by the Loan Documents and
(iv) the execution and delivery of the Loan Documents by Mortgagor and the performance and observance of the provisions thereof have been duly authorized by all necessary action.

(b)   The
Mortgagor agrees that so long as any of its obligations hereunder or under the Loan Documents remain unsatisfied, it will not dissolve or liquidate (in whole or in
part) its existence and that it will maintain its existence and will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another
corporation or partnership without the prior written consent of the Agent.

Section 3.9Joint and Several Liability.If the Mortgagor consists of more than one person or entity,
each will be jointly and severally liable to perform the obligations of the Mortgagor.

Section 3.10Successors.The terms of this Mortgage will bind and benefit the heirs, legal
representatives, successors and assigns of the Mortgagor and the Agent.

Section 3.11Amendments.This Mortgage may not be modified or amended except by a written agreement
signed by the parties.

Section 3.12Applicable Law.This Mortgage shall be governed by the laws of the State of Alabama.

Section 3.13Counterparts.This Mortgage may be executed in counterparts, but all counterparts shall
constitute but one and the same document.

Section 3.14Entire Agreement.This Mortgage and the other Loan Documents constitute the entire agreement
between the parties and supersede all prior agreements and understandings including, without limitation, any loan commitment letter from the Agent to the Mortgagor.

Section 3.15Severability.The provisions of this Mortgage are severable, and the invalidity or
unenforceability of any one or more provisions of this Mortgage will in no way affect any other provision.

Section 3.16Interpretation.The term "Mortgagor" includes both the original Mortgagor and any subsequent
owner or owners of any of the Mortgaged Property, and the term "Agent" includes the Agent individually and as agent for the Lenders party to the Credit Agreement, and also any future owner or holder,
including pledgees, assignees and participants, of the Credit Agreement or any interest therein. Whenever the context requires, all words used in the singular will be construed to have been used in
the plural, and vice versa, and each gender will include any other gender. The captions of the paragraphs of this Mortgage are for convenience only and do not define or limit any terms or provisions.

Section 3.17Merger of Estates.Mortgagor covenants and agrees that the fee title to the property demised
by the Lease and the leasehold estate under the Lease shall not merge, but shall always remain separate and distinct, notwithstanding the union of said estates either in Mortgagor or a third party
whether by purchase or otherwise. If Mortgagor acquires the fee title or any other estate, title or interest in and to the property demised in the Lease, the lien of this Mortgage shall, without
further conveyance, simultaneously attach to, cover and be a lien upon such acquired estate, title or interest and the same shall thereupon be and become a part of the Mortgaged Property.

Section 3.18Termination.This Agreement and the assignments and security interests created or granted by
this Agreement shall create a continuing security interest in the Mortgaged Property and shall terminate upon Borrower's satisfaction and compliance with the Leverage/Fixed Charge Requirement (as
provided and defined in the Credit Agreement). Upon written notice from Mortgagor following such satisfaction and compliance by the Borrower, the Agent shall reassign and deliver to the Mortgagor all
Mortgaged Property and documents then in its custody or possession, and if requested by the Mortgagor, shall, at the cost and expense of the Mortgagor, execute and deliver to the Mortgagor for
recording or filing in each office in which any assignment or financing statement relative to the Mortgagor or the agreement relating thereto or any part of the Mortgaged Property, shall have filed or
recorded, a termination statement or release under applicable law (including, if relevant, the UCC) releasing the Agent's interest therein, and such other documents and instruments as the Agent may
reasonably request all without recourse to or warranty whatsoever by the Agent and at the cost and expense of the Mortgagor.

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IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage and Security Agreement to be executed by its duly authorized officers on the day and year first above written.

| | ENERGY ABSORPTION SYSTEMS (AL) LLC                  
| | ----------------------------------------------------
| | By:                                                 
| |                                                     
| | Name:                                               
| | Title:                                              
| | THE NORTHERN TRUST COMPANY,
as Agent for the Lenders
| | By:                                                 
| | Name:                                               
| | Title:                                              

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|STATE OF ILLINOIS |  | ) | 
|----------------- |  | - | 
|                  |  | : | 
|COUNTY OF COOK    |  | ) | 

I, the undersigned, a Notary Public in and for said county in said state, hereby certify that Ronald Mallicoat, whose name as Senior Vice President of The
Northern Trust Company, a banking association organized and existing under the laws of the State of Illinois, signed the foregoing instrument and who is known to me, acknowledged before me on this day
that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily on the day the same bears date for and as the act of said
corporation.

GIVEN
under my hand and official seal of office, this 30th day of June, 2004.

|[ NOTARIAL SEAL ]                                                                                  | Notary Public         
|-------------------------------------------------------------------------------------------------- | ----------------------
|                                                                                                   | My Commission Expires:
|This instrument prepared by:                                                                       |                       
|Edward F. Dobbins, Esq.
Fischel & Kahn
190 South LaSalle Street
Suite 2850
Chicago, Illinois 60603 |                       

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EXHIBIT A

Legal Description

PARCEL A:

A parcel of real property situated in the Southeast Quarter (SE-1/4) of the Southeast Quarter (SE-1/4) of Section 32, Township 16
South, Range 4 East, in St. Clair County, Alabama, and more particularly described as follows: Commence at the Southeast corner of Section 32, Township 16 South, Range 4 East and run
South 89° 49' 20" West along the South line of said Section 32 for a distance of 1331.53 feet to the Southwest corner of the Southeast Quarter (SE-1/4) of the Southeast
Quarter (SE-1/4) of said Section 32; thence run North 01° 15' 20" East along the West line of said 1/4-1/4 Section for a distance of 404.52 feet to the point of
beginning of the property herein described. From said point of beginning continue North 01° 15' 20" East along the West line of said 1/4-1/4 Section for a distance of 870.00 feet to the
Northwest corner of said 1/4-1/4 Section; thence run North 89° 54' 10" East along the North line of said 1/4-1/4 Section for a distance of 750.00 feet; thence run South 01° 15'
20" West for a distance of 870.00 feet; thence run South 89° 54' 10" West for a distance of 750.00 feet to the point of beginning; said parcel of real property containing 15 acres, more or
less.

PARCEL B:

Commence at the Southeast corner of Section 32, Township 16 South, Range 4 East and run South 89° 49' 20" West along the section line for
1331.53 feet to the Southwest corner of the Southeast 1/4 of the Southeast 1/4 of said section, thence North 01° 15' 20" East along the 1/4 1/4 line for 967.20 feet to the point of
beginning. Thence commence North 01° 15' 20" East along the 1/4 1/4 line for 307.32 feet to the Northwest corner of the Southeast 1/4 of the Southeast 1/4 of said section, thence North
88° 44' 40" West along the 1/4 1/4 line for 250.00 feet to the East right-of-way of a city street, thence South 01° 15' 20" West along said
right-of-way for 307.32 feet, thence South 88° 44' 40" East for 250.00 feet to the point of beginning. The above being in and a part of the Southwest 1/4 of the
Southeast 1/4 of
Section 32, Township 16 South, Range 4 East located Pell City, St. Clair County, Alabama. The above contains 1.76 acres.

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EXHIBIT C

PLEDGE AGREEMENT

Dated as of June 30, 2004

This Pledge Agreement (as modified from time to time, the "Agreement") has been executed by QUIXOTE CORPORATION, organized under the laws of the State of
Delaware, on its own behalf as debtor ("Debtor"), with an office at 35 East Wacker Drive, Chicago, Illinois, in favor of THE NORTHERN TRUST COMPANY, an Illinois banking corporation, as secured party
and as Agent for itself and the other Lenders party to that Credit Agreement, as defined herein (together with any successor, assign or subsequent holder, "Secured Party"), with a banking office at 50
South LaSalle Street, Chicago, Illinois 60675. Various capitalized terms used in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WHEREAS,
the Borrower and the 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
(the "Credit Agreement"), pursuant to which Credit Agreement the Lenders have made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes, dated as of May 16, 2003, in
the maximum aggregate principal amount of Fifty Million Dollars and 00/100 ($50,000,000), executed by the Borrower and made payable pro rata to the order of the 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 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 Lenders (the "Term Notes");

WHEREAS,
Borrower is the owner of that certain $5,500,000 Variable/Fixed Rate Industrial Revenue Bond (Energy Absorption Systems Project) Series 1995 (the "Bond") issued by the
Industrial Development Board of the City of Pell City ("Board") for the purposes of financing a portion of the costs of acquiring, constructing and equipping an expansion and certain improvements to
an existing manufacturing facility (the equipment, personal property and land or which the facility is located in herein called the "Project");

WHEREAS,
the Secured Party has requested and the Debtor has agreed to pledge the Bond as collateral for the Borrower's Obligations under the Credit Agreement.

In
consideration of Secured Party's extension of the financial accommodations and continuation of existing financial accommodations to Debtor, pursuant to the terms of the Credit
Agreement and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor agrees as follows:

1.     DEFINITIONS.

(a)   As
used in this Agreement the following terms shall have the indicated meanings:



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(b)   As
used in this Agreement, unless otherwise specified: the term "including" means "including without limitation"; the term "days" means "calendar days"; and terms such
as "herein," "hereof" and words of similar import refer to this Agreement as a whole. References herein to partners of a partnership, joint venturers of a joint venture, or members of a limited
liability company, mean, respectively, persons or entities owning or holding partnership interests, joint venture interests, or membership interests in such partnership, joint venture or limited
liability company. Terms not defined herein, shall have the meaning assigned to that term in the Credit Agreement. Unless otherwise defined herein, all terms (including those not capitalized) that are
defined in the Uniform Commercial Code of Illinois shall have the same meanings herein as in such Code, as such Code may be amended from time to time. Unless the context requires otherwise, wherever
used herein the singular shall include the plural and vice versa, and the use of one gender shall also denote the others. Captions herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof; references herein to sections or provisions without reference to the document in which they are contained are references to this Agreement.

2.     PLEDGE.    Debtor
hereby assigns, pledges, hypothecates, delivers, sets over and transfers to Secured Party and grants to Secured Party a continuing security
interest in, for the benefit of Secured Party (as provided in the Section entitled "Liabilities"), the following, in each case whether certificated or uncertificated, whether now owned or hereafter
acquired, wherever located (any or all of such, the"Collateral"):



3.     LIABILITIES.

The
Collateral shall secure the payment and performance of all obligations and liabilities of Debtor:



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(any
or all obligations and liabilities described in the foregoing portion of this Section, the"Liabilities"). This Agreement shall continue and remain
in effect notwithstanding that at any particular time there may be no Liabilities outstanding, subject to Section 18.

4.     REPRESENTATIONS
AND WARRANTIES.



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5.     DEPOSITORIES;
SUB-AGENTS AND NOMINEES.

(a)   Without
limiting any other provision hereof, Secured Party may at its option from time to time transfer, or cause any Intermediary to transfer, the Collateral into a
"pledge position" at any depository now or hereafter holding the Collateral, and do or cause to be done, execute (or cause to be executed) such other documents, and take (or cause to be taken) such
other actions as Secured Party may deem necessary or appropriate in connection therewith.

(b)   Secured
Party shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of any certificates or instruments
representing or evidencing the Collateral, which may be held (in the discretion of Secured Party) in the name of Secured Party or any nominee or nominees of Secured Party or a sub-agent
appointed by Secured Party. In addition, Secured Party shall at all times have the right to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments
of smaller or larger denominations for any purpose consistent with its performance of this Agreement.

(c)   For
the better perfection of Secured Party's rights in and to the Collateral and to facilitate implementation of such rights, Debtor shall, upon written request of
Secured Party, cause all the certificates, notes, documents and other instruments evidencing, representing or otherwise comprising the Collateral to be registered or otherwise put into the name of
Secured Party or a nominee or nominees of Secured Party.

(d)   Debtor
hereby consents and agrees that the issuers of, or any depository, registrar, transfer agent or similar party for any of, the Collateral shall be entitled to
accept the provisions hereof as conclusive evidence of the right of Secured Party to effect any transfer pursuant hereto, notwithstanding any notice or direction to the contrary heretofore or
hereafter given by Debtor or any other person to any such issuer or any such depository, registrar, transfer agent or similar party.

6.     VOTING &
MISCELLANEOUS RIGHTS.    Unless an Event of Default has occurred and is continuing, Debtor may exercise any and all rights (including voting
rights) with respect to the Collateral, subject to the terms of this Agreement. If an Event of Default has occurred and is continuing, Secured Party (and only Secured Party) may exercise any and all
such rights.

7.     GENERAL
COVENANTS.    Debtor agrees that so long as this Agreement remains in effect, it will:

(a)   NOTIFY
SECURED PARTY IN WRITING AT LEAST SIXTY (60) DAYS IN ADVANCE OF:



Debtor
shall in any event keep all Collateral within one or more states of the United States of America.

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(b)   Promptly
deliver any cash, securities or other property received with respect to the Collateral, whether as proceeds of the disposition thereof, dividends with respect
thereto, or otherwise, to be held by Secured Party as Collateral. NOTWITHSTANDING THE FOREGOING, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, DEBTOR MAY CONTINUE TO RECEIVE AND RETAIN
INTEREST AND REGULAR CASH DIVIDENDS ON THE COLLATERAL.

(c)   Defend
the Collateral against the claims and demands of all persons other than Secured Party and promptly pay all taxes, assessments, and charges upon the Collateral.
Debtor agrees not to sign, file, or authenticate, or authorize or permit the signing, filing or authentication of, any financing statements or other documents creating or perfecting a lien upon or
security interest in any of the Collateral except in favor of Secured Party, or otherwise create, suffer, or permit to exist any liens or security interests upon any Collateral other than in favor of
Secured Party, except tax liens, provided that such liens are removed before related taxes become delinquent.

(d)   Sign,
file, authenticate, and authorize the signing, filing and authenticating of, such financing statements and other documents (and pay the cost of filing and
recording the same in all public offices deemed necessary by Secured Party), and do such other acts, as Secured Party may request to establish and maintain a valid and perfected security interest in
the Collateral free and clear of all other liens and claims, except tax liens, provided that such liens are removed before related taxes become delinquent.

(e)   Keep
at its address for notices set forth above its records concerning the Collateral, which records shall be of such character as will enable Secured Party to determine
at any time the status of the Collateral; and permit Secured Party from time to time to inspect, audit, and make copies of, and extracts from, all records and all other papers in the possession or
control of Debtor pertaining to the Collateral.

(f)    Subject
to the terms of the Credit Agreement, provide to Secured Party from time to time such financial statements of and other information concerning the Collateral,
Debtor, and any Related Party as Secured Party shall reasonably request.

(g)   Except
if and to the extent specifically permitted by this Agreement, not sell, transfer, lease, grant a license or option or similar right with respect to, or otherwise
dispose of, or agree to dispose of, any Collateral.

8.     EVENTS
OF DEFAULT.    The occurrence or continuance of any of the following shall constitute an "Event of Default":



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9.     DEFAULT
REMEDIES.

(a)   Notwithstanding
any provision of any document or instrument evidencing or relating to any Liability: (i) upon the occurrence and during the continuance of any
Event of Default specified in subsections (a)-(j) of the Section entitled "EVENTS OF DEFAULT," Secured Party at its option may declare the Liabilities immediately due and payable without notice
or demand of any kind; and (ii) upon the occurrence of any Event of Default specified in subsections (k)-(m) of the Section entitled "EVENTS OF DEFAULT," the Liabilities shall be
immediately and automatically due and payable without action of any kind on the part of Secured Party. Upon the

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occurrence
and during the continuance of any Event of Default, Secured Party may exercise any rights and remedies under this Agreement, any Related Document or other document or instrument (including
any Related Document evidencing Liabilities or pertaining to Collateral), and at law or in equity.

(b)   If
any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default
under the Uniform Commercial Code in effect in Illinois and any State in which any Collateral is located, Secured Party may, in its sole discretion:



(c)   Secured
Party may, by written notice to Debtor, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such
period and subject to such conditions as shall be specified in any such notice. In the case of any such waiver, Secured Party and Debtor shall be restored to their former position and rights
hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event
of Default or Unmatured Event of Default. No failure to exercise, and no delay in exercising, on the part of Secured Party of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or

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the
exercise of any other right, power or privilege. The rights and remedies of Secured Party herein provided are cumulative and not exclusive of any rights or remedies provided by law.

(d)   As
to any Liabilities owed to any Lender, Secured Party shall act as collateral agent for such Lender and shall take or refrain from taking action, and shall distribute
proceeds of Collateral and other amounts recovered hereunder or under any Related Document, between such Lender and Secured Party as they shall from time to time agree. Except as and if required by
law Debtor shall have no obligation or right whatsoever to inquire into any agreements or arrangements between Secured Party and any Lender as to Secured Party's acting as collateral agent for any
Lender.

10.   RIGHTS
OF SECURED PARTY.    Without limiting any other rights Secured Party has under the law, Secured Party may, from time to time, at its option (but shall
have no duty to):



Debtor
hereby appoints Secured Party as Debtor's attorney in fact, which appointment is and shall be deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing
and delivering any agreement, document, or instrument, on behalf of Debtor in accordance with this Section. Debtor will reimburse Secured Party for all reasonable expenses so incurred by Secured Party
within 10 business days of receipt of a written request for reimbursement. Amounts unpaid by Debtor after such 10 business day period shall bear interest thereon at a rate per year equal to two
percent (2%) in addition to the Prime Rate until paid.

11.   WAIVER
OF DEFENSES.    Debtor irrevocably waives presentment, protest, notice of intent to accelerate, demand, notice of dishonor or default, notice of
acceptance of this Agreement, notice of any loans made, extensions granted or other action taken in reliance hereon, and all other demands and notices of any kind in connection with this Agreement or
the Liabilities.

12.   SECURED
PARTY MAY ALSO BE INTERMEDIARY OR TRUSTEE.    Debtor hereby irrevocably waives, releases and forever relinquishes any claim or right of any nature
whatsoever based upon the fact that Intermediary or a trustee of any Debtor or Guarantor which is a trust is or may be Secured Party itself or a Secured Party Affiliate, and hereby irrevocably
consents to any such circumstance. The rights and powers of Secured Party shall not in any way be restricted by reason of any such present or future circumstance.

13.   FURTHER
ASSURANCES.    Debtor agrees to do (or cause to be done) such further acts and things, and to execute and deliver (or cause to be executed and
delivered) such additional conveyances, assignments, agreements, and instruments, as Secured Party may at any time request in connection with the administration or enforcement of this Agreement or
related to the Collateral or any part thereof or in order better to assure and confirm unto Secured Party its rights, powers and remedies hereunder.

14.   INVESTMENT
DECISIONS.    Debtor agrees that, except for a duty of good faith, Secured Party shall have no duty to Debtor with regard to decisions which Secured
Party may make with regard to purchasing, holding or selling Collateral while the same shall be under Secured Party's control.

15.   NOTICES.    All
notices, requests and demands to or upon the respective parties hereto shall be deemed to have been given or made five business days after a
record has been deposited in the mail, postage prepaid, or one business day after a record has been deposited with a recognized overnight courier, charges prepaid or to be billed to the sender, or on
the day of delivery if delivered manually with receipt acknowledged, in each case addressed or delivered if to Secured Party to its banking office indicated above (Attention: Banking) and if to

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Debtor
to its address set forth above, or to such other address as may be hereafter designated in writing by the respective parties hereto by a notice in accord with this Section.

16.   MISCELLANEOUS.    This
Agreement, the Related Documents, and any document or instrument executed in connection herewith or therewith, unless in each case
otherwise specifically provided therein: (i) shall be governed by and construed in accordance with the internal law of the State of Illinois, except to the extent if any that the Uniform
Commercial Code of the State of Illinois provides for the application of the law of a different State; and (ii) shall be deemed to have been executed in the State of Illinois. This Agreement
shall bind Debtor, its(his)(her) heirs, trustees (including successor and replacement trustees), executors, personal representatives, successors and assigns, as well as all persons and entities who
become bound as a debtor to this Agreement, and shall inure to the benefit of Secured Party, its successors and assigns, except that neither Debtor nor any person or entity who or which becomes bound
as a debtor hereto may transfer or assign any rights or obligations hereunder without the prior written consent of Secured Party. Debtor agrees to pay upon written demand all reasonable expenses
(including attorneys' fees, legal costs and expenses, and time charges of attorneys who may be employees of Secured Party, in each case whether in or out of court, in original or appellate proceedings
or in bankruptcy) incurred or paid by Secured Party or any holder hereof in connection with the enforcement or preservation of its rights hereunder, under any Related Document, or under any document
or instrument executed in connection herewith or therewith.If there shall be more than one person or entity constituting Debtor, each of them shall be primarily, jointly and
severally liable for all obligations hereunder.This Agreement may be executed in two or more counterparts, and (if there is more than one party) by each party on separate
counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

17.   WAIVER
OF JURY TRIAL, ETC.    DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER
PROCEEDINGS WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF
ILLINOIS AND THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO
THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, ANDHEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM
MAY HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT
ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY RELATED DOCUMENT.

18.Termination.This Agreement and the assignments, pledges and security interests created or granted by this
Agreement shall create a continuing security interest in the Collateral and shall terminate upon Debtor's satisfaction and compliance with the Leverage/Fixed Charge Requirement (as provided and
defined in the Credit Agreement). Upon written notice from Debtor following such satisfaction and compliance, the Secured Party shall reassign and deliver to the Debtor all Collateral and documents
then in custody or possession, and if requested by the Debtor, shall, at the cost and expense of the Debtor, execute and deliver to the Debtor for recording or filing
in each office in which any assignment or financing statement relative to the Debtor or the agreement relating thereto or any part of the Collateral, shall have been filed or recorded, a termination
statement or release under applicable law (including, if relevant, the UCC) releasing the Secured Party's interest therein, and such other documents and instruments as the Debtor may reasonably
request all without recourse to or warranty whatsoever by the Secured Party and at the cost and expense of the Debtor.

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IN WITNESS HEREOF, the parties hereto have executed this Pledge Agreement as of the date first above written.

|QUIXOTE CORPORATION                                                      | 
|------------------------------------------------------------------------ | 
|By:                                                                      | 
|Name:                                                                    | 
|Title:                                                                   | 
|ACCEPTED:                                                                | 
|THE NORTHERN TRUST COMPANY,
for itself and as Agent on behalf of Lenders | 
|By:                                                                      | 
|Name:                                                                    | 
|Title:                                                                   | 

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EXHIBIT A TO
PLEDGE AGREEMENT EXECUTED BY QUIXOTE CORPORATION ("Debtor")
IN FAVOR OF THE NORTHERN TRUST COMPANY ("Secured Party")

THIS EXHIBIT A CONSISTS OF 1 PAGE

LISTING OF PLEDGED SECURITIES

The $5,500,000 Variable/Fixed Rate Industrial Revenue Bond (Energy Absorption Systems Project) Series 1995, dated March    , 1995,
No. R-1, issued by The Industrial Development Board of the City of Pell City.

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EXHIBIT D

COLLATERAL ASSIGNMENT OF
RIGHTS UNDER PARENT GUARANTY

THIS COLLATERAL ASSIGNMENT OF RIGHTS UNDER PARENT GUARANTY, dated as of June 30, 2004, is made by QUIXOTE CORPORATION, a Delaware corporation, with its
chief executive office at 35 East Wacker Drive, Chicago, Illinois 60601 ("Assignor"), in favor of THE NORTHERN TRUST COMPANY, as Agent for the Lenders 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.    The
Assignor and the 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 (the "Credit Agreement"), pursuant to which Credit Agreement the Lenders have made, (i) Revolving Loans to the Assignor evidenced by certain Revolving Notes, dated as of May 16,
2003, in the maximum aggregate principal amount of Fifty Million Dollars and 00/100 ($50,000,000), executed by the Assignor and made payable pro rata to the order of the Lenders and (ii) Term
Loans to the Assignor evidenced by certain Term Notes, dated as of May 16, 2003, in the aggregate principal amount of Twenty Million Dollars and 00/100 ($20,000,000), executed by the Assignor
and made payable pro rata to the order of the Lenders.

B.    In
connection with the Credit Agreement, the Subsidiary Guarantors, as defined in the Credit Agreement, executed and delivered to the Assignee, as a condition to the
Credit Agreement, that certain Subsidiary Guaranty, dated as of May 16, 2003, in favor of the Administrative Agent for the ratable benefit of the Lenders (the "Subsidiary Guaranty").

C.    Assignor
is the owner of that certain $5,500,000 Variable/Fixed Rate Industrial Revenue Bond (Energy Absorption Systems Project) Series 1995 (the "Bond") issued by
the Industrial Development Board of the City of Pell City ("Board") for the purposes of financing a portion of the costs of acquiring, constructing and equipping an expansion and certain improvements
to an existing manufacturing facility (the equipment, personal property and land or which the facility is located in Alabama, herein called the "Project").

D.    Energy
Absorption Systems (AL) LLC ("Energy Absorption LLC"), a Guarantor and Subsidiary of Borrower is a party to that Assignment and Assumption of Lease
Agreement, dated December 31, 2002, between Energy Absorption Systems, Inc. and Energy Absorption LLC (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 Board and Energy Absorption Systems Inc. (the
"Lease").

WHEREAS,
pursuant to the terms of the Guaranty Agreement, dated as of March 1, 1995 (the "Parent Guaranty"), Assignor has guaranteed in favor of the Trustee, for the benefit of
the Bondholder, all of the Obligations of Energy Absorption LLC under the Lease.

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:



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IN WITNESS HEREOF, Assignor has executed this Collateral Assignment as of the date first written above.

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

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SECURITY AGREEMENT

Dated as of June 30, 2004

This Security Agreement (as modified from time to time, the "Agreement") has been executed by QUIXOTE CORPORATION, a Delaware corporation (herein the "Borrower")
QUIXOTE TRANSPORTATION SAFETY, INC., a Delaware corporation ("Quixote Transportation") TRANSAFE CORPORATION, a Delaware corporation ("Transafe"), ENERGY ABSORPTION SYSTEMS, INC., a
Delaware corporation ("Energy Absorption Inc."), ENERGY ABSORPTION SYSTEMS (AL) LLC, a Delaware limited liability company ("Energy Absorption LLC"), SURFACE SYSTEMS, INC.,
a Missouri corporation ("Surface Systems"), NU-METRICS, INC., a Pennsylvania corporation ("Nu-Metrics"), HIGHWAY INFORMATION SYSTEMS, INC., a Delaware corporation
("Highway Information"), U. S. TRAFFIC CORPORATION, a Delaware corporation ("U.S. Traffic") (formerly known as Green Light Acquisition Corporation), PEEK TRAFFIC CORPORATION, a Delaware corporation,
("Peek Traffic") (formerly known as Vision Acquisition Corporation) as Guarantors, on their own behalf, Borrower and each Guarantor as debtor (collectively, the "Debtor"), in favor of THE NORTHERN
TRUST COMPANY, an Illinois banking corporation, for itself and as Administrative Agent for the Lenders, as defined herein, and as secured party for itself and the Lenders (together with any successor,
assign or subsequent holder, "Secured Party"), with a banking office at 50 South LaSalle Street, Chicago, Illinois 60675. If more than one person or entity executes this Agreement, the term "Debtor"
refers to each of them individually and some or all of them collectively, and their obligations hereunder shall be joint and several. The term "Secured Party" means the above-indicated Secured Party
acting as collateral agent for itself and the Lenders. Various capitalized terms used in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WHEREAS,
the Borrower, the Lenders, as hereinafter defined in the Credit Agreement, The Northern Trust Company, as Administrative Agent for itself and the benefit of the Lenders (the
"Agent"), and LaSalle Bank National Association, as Co-Agent, have entered into a Credit Agreement, dated as of May 16, 2003, as amended by a First Amendment, dated as of
December 9, 2003 (as amended, modified, restated and/or supplemented from time to time, the "Credit Agreement"), providing for the making of Loans to, and the issuance of, and participation in,
Letters of Credit for the account of, the Borrower, all as contemplated therein (the Lenders, from time to time, party thereto each Issuing Lender, the Agent, the Co-Agent, each other
agent, herein collectively called the "Lenders").

WHEREAS,
Quixote Transportation, Transafe Nu-Metrics, Surface Systems, Energy Absorption Inc., Energy Absorption LLC, Highway Information, U.S. Traffic, and
Peek Traffic, each as a Subsidiary Guarantor, executed and delivered, in favor of the Agent for the benefit of the Lenders, a Subsidiary Guaranty, dated as of May 16, 2003 (as amended,
modified, restated and/or supplemented from time to time, this "Guaranty").

WHEREAS,
the Agent, on behalf of the Lenders, has requested and each Debtor has agreed to grant a security interest and lien in and against the Collateral, as defined herein.

In
consideration of Secured Party's extension and continuation of existing financial accommodations to the Borrower, whose obligations to Secured Party are being supported by a
Subsidiary Guaranty of each Guarantor, and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, each Debtor agrees as follows:



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17.Termination.This Agreement and the assignments, pledges and security interests created or granted by this
Agreement shall create a continuing security interest in the Collateral and shall terminate upon Borrower's satisfaction and compliance with the Leverage/Fixed Charge Requirement (as provided and
defined in the Credit Agreement). Upon written notice from Borrower following such satisfaction and compliance, the Secured Party shall reassign and deliver to the Debtor all Collateral and documents
then in custody or possession, and if requested by the Debtor, shall, at the cost and expense of the Debtor, execute and deliver to the Debtor for recording or filing in each office in which any
assignment or financing statement relative to the Debtor or the agreement relating thereto or any part of the Collateral, shall have been filed or recorded, a termination statement or release under
applicable law (including, if relevant, the UCC) releasing the Secured Party's interest therein, and such other documents and instruments as the Debtor may reasonably request all without recourse to
or warranty whatsoever by the Secured Party and at the cost and expense of the Debtor.

11

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[Signature Page for June 30, 2004 Security Agreement]

| | DEBTOR:                                                                                                                                                                                                                                                                                                                                                                            |                                                                            |               
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | --------------
| | QUIXOTE CORPORATION,
a Delaware corporation, as Borrower                                                                                                                                                                                                                                                                                                                          
| | By:                                                                                                                                                                                                                                                                                                                                                                                | /s/DANIEL P. GOREY                                                        
| | Name:                                                                                                                                                                                                                                                                                                                                                                              | Daniel P. Gorey                                                           
| | Title:                                                                                                                                                                                                                                                                                                                                                                             | Vice President, Chief Financial Officer & Treasurer                       
| | Notice Address:                                                                                                                                                                                                                                                                                                                                                                    | c/o Quixote Corporation
35 East Wacker Drive
Chicago, Illinois 60601      
| |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                            | Attention:    
| |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                            | Telephone No.:
| |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                            | Facsimile No.:
| | 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),
as Guarantors
| | By:                                                                                                                                                                                                                                                                                                                                                                                | /s/LESLIE J. JEZUIT                                                       
| | Name:                                                                                                                                                                                                                                                                                                                                                                              | Leslie J. Jezuit                                                          
| | Title:                                                                                                                                                                                                                                                                                                                                                                             | President, Chief Executive Officer & Chairman                             
| | Notice Address:                                                                                                                                                                                                                                                                                                                                                                    | c/o Quixote Corporation
One East Wacker Drive
Chicago, Illinois 60601     
| |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                            | Attention:    
| |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                            | Telephone No.:
| |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                            | Facsimile No.:
| | ACCEPTED:                                                                                                                                                                                                                                                                                                                                                                         
| | SECURED PARTY:                                                                                                                                                                                                                                                                                                                                                                    
| | THE NORTHERN TRUST COMPANY,
for Itself and, as Agent for the Lenders                                                                                                                                                                                                                                                                                                              
| | By:                                                                                                                                                                                                                                                                                                                                                                                | /s/RON MALLICOAT                                                          
| | Name:                                                                                                                                                                                                                                                                                                                                                                              | Ron Mallicoat                                                             
| | Title:                                                                                                                                                                                                                                                                                                                                                                             | Senior Vice President                                                     
| | Notice Address:                                                                                                                                                                                                                                                                                                                                                                    | The Northern Trust Company
50 South LaSalle Street
Chicago, Illinois 60675
| |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                            | Attention:    
| |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                            | Telephone No.:
| |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                            | Facsimile No.:
| |                                                                                                                                                                                                                                                                                                                                                                                    |                                                                            |               

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| | LASALLE BANK NATIONAL ASSOCIATION                                                
| | ---------------------------------------------------------------------------------
| | By:                                                                              
| | Name:                                                                            
| | Title:                                                                           
| | Notice Address:                                                                  
| |                                                                                  
| |                                                                                  
| |                                                                                  
| | HARRIS TRUST AND SAVINGS BANK                                                    
| | By:                                                                              
| | Name:                                                                            
| | Title:                                                                           
| | Notice Address:                                                                  
| |                                                                                  
| |                                                                                  
| |                                                                                  
| | NATIONAL CITY BANK OF THE MIDWEST
(f/k/a National City Bank of Michigan/Illinois)
| | By:                                                                              
| | Name:                                                                            
| | Title:                                                                           
| | Notice Address:                                                                  
| |                                                                                  
| |                                                                                  
| |                                                                                  

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EXHIBIT A to Financing Statement
of Quixote Corporation and each Subsidiary Guarantor ("Debtor")
in favor of The Northern Trust Company, as Agent ("Secured Party")
(Consisting of 1 page)

All of Debtor's right, title and interest in the following property or types of property now owned by Debtor or hereafter created or acquired by Debtor, wherever
located:



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EXHIBIT B

|DEBTOR NAME: |  | CHIEF EXECUTIVE OFFICE ADDRESS* PRINCIPAL BUSINESS OFFICES:                        |  | STATE OF ORGANIZATION AND ORGANIZATION NUMBER:                                                                                                                          
|------------ |  | ---------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.           |  | QUIXOTE CORPORATION                                                                |  | 35 EAST WACKER DRIVE
SUITE 1100
CHICAGO, IL 60601                                                                                                                       
|2.           |  | QUIXOTE TRANSPORTATION SAFETY, INC.                                                |  | 35 EAST WACKER DRIVE
SUITE 1100
CHICAGO, IL 60601                                                                                                                       
|3.           |  | TRANSAFE CORPORATION                                                               |  | 35 EAST WACKER DRIVE
SUITE 1100
CHICAGO, IL 60601                                                                                                                       
|4.           |  | ENERGY ABSORPTION SYSTEMS, INC.                                                    |  | 35 EAST WACKER DRIVE
SUITE 1100
CHICAGO, IL 60601
  
3617 CINCINNATI AVENUE
ROCKLIN, CA 95765
  
SPIN-CAST PLASTICS, INC.
3300 NORTH KENMORE STREET
SOUTH BEND, IN 46628
|5.           |  | ENERGY ABSORPTION SYSTEMS (AL) LLC                                                 |  | 250 BAMBERG DRIVE
PELL CITY, AL 35125                                                                                                                                   
|6.           |  | SURFACE SYSTEMS, INC.                                                              |  | 11612 LILBURN PARK ROAD
ST. LOUIS, MO 63146                                                                                                                             
|7.           |  | NU-METRICS, INC.                                                                   |  | UNIVERSITY DRIVE
BOX 518
UNIONTOWN, PA 15401                                                                                                                            
|8.           |  | HIGHWAY INFORMATION SYSTEMS, INC.                                                  |  | 4021 STIRRUP CREEK DRIVE
SUITE 100
DURHAM, NC 27703                                                                                                                     
|9.           |  | U. S. TRAFFIC CORPORATION,
(formerly known as Green Light Acquisition Corporation) |  | 9603 JOHN STREET
SANTA FE SPRINGS, CA 90670                                                                                                                             
|10.          |  | PEEK TRAFFIC CORPORATION,
(formerly known as Vision Acquisition Corporation)       |  | 2511 CORPORATE WAY
PALMETTO, FL 34221
  
141 RAILROAD STREET
BEDFORD, PA 15522                                                                                          

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EXHIBIT C

Certain assets of U.S. Traffic Corporation are on loan to Quixote Transportation Safety Mexico, S. de R.L., Eucalipto y Nogal, Lots 4-7, Manzana 8,
Tecate Industrial Park, Tecate, State of Baja, California, Mexico 21430

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LEASEHOLD MORTGAGE AND SECURITY AGREEMENT

|Mortgagor: |  | Energy Absorption
Systems (AL) LLC |  | Mortgagee: |  | The Northern Trust
Company, as Agent
|---------- |  | ---------------------------------- |  | ---------- |  | ------------------------------------

|STATE OF ALABAMA |  | )  | 
|---------------- |  | -- | 
|                 |  | ): | 
|ST. CLAIR COUNTY |  | )  | 

THIS LEASEHOLD MORTGAGE AND SECURITY AGREEMENT (herein called the "Mortgage") made this 30th day of June, 2004, by ENERGY ABSORPTION SYSTEMS (AL)
LLC, a Delaware limited liability company, as Mortgagor (herein called the "Mortgagor"), to THE NORTHERN TRUST COMPANY, as Agent, for the benefit of itself and the Lenders, as defined herein (herein,
together with its successors and assigns, called the "Agent").

RECITALS

A.    Quixote
Corporation, the Mortgagor's parent corporation (the "Borrower"), entered into that certain Credit Agreement, dated as of May 16, 2003, as amended by a
First Amendment, dated as of December 9, 2003 and a Second Amendment, dated as of the date hereof (the "Credit Agreement"), among the Borrower, The Northern Trust Company ("Northern") for
itself and as Agent (Northern in its agency capacity the "Agent") for certain banks party thereto (the "Lenders") pursuant to which Credit Agreement the Agent and the Lenders have made,
(i) Revolving Loans to the Borrower evidenced by certain Revolving Notes, dated as of May 16, 2003, in the maximum aggregate principal amount of Fifty Million Dollars and 00/100
($50,000,000), executed by the Borrower and made payable pro rata to the order of the 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 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 Lenders (the
"Term Notes") (collectively, the Revolving Loans and Term Loans are herein called the "Loans"). Notwithstanding anything to the contrary contained herein, pursuant to the Second Amendment to the
Credit Agreement, the maximum indebtedness secured hereby is $65,000,000.

B.    In
connection with the Credit Agreement, certain Subsidiaries of Borrower, including, without limitation, the Mortgagor, executed and delivered to the Agent, as a
condition to the Credit Agreement, that certain Subsidiary Guaranty, dated as of May 16, 2003, in favor of the Agent for the ratable benefit of the Lenders (the "Guaranty").

C.    Pursuant
to the terms of that Mortgage and Trust Indenture, dated as of March 1, 1995, between the Industrial Development Board of the City of Pell City ("Board")
and AmSouth Bank of Alabama ("Trustee") (the "Indenture"), the Board issued a certain $5,500,000 Variable/Fixed Rate Industrial Revenue Bond (Energy Absorption Systems Project) Series 1995 (the
"Bond") for the purposes of financing a portion of the costs of acquiring, constructing and equipping an expansion and certain improvements to an existing manufacturing facility (the equipment,
personal property and land or which the facility is located in Alabama, herein called the "Project").

D.    Pursuant
to the terms of the Indenture, the Board, to secure the payment to the bondholder of the principal and interest on the Bond, pledged and granted a mortgage, lien
and security interest to the Trustee in certain real and personal property, including, without limitation, the Land, as defined herein, the Project and personal property relating thereto and the
revenues and receipts paid by Mortgagor to the Board pursuant to the terms of the Lease (such liens in favor of the Trustee are herein called the "Permitted Liens").

E.    Mortgagor
is a party by assignment to and the lessee under that certain Lease as herein defined, pursuant to which Lease, the Project was leased to Mortgagor and
Mortgagor acquired a leasehold interest in the Land and Project.

F.     In
consideration of the Loans made to Borrower and as security for Mortgagor's obligations to Agent under the Guaranty, the Mortgagor has executed various documents in
favor of the Agent including, without limitation, the Guaranty (all the foregoing, together with this Mortgage and all loan and security documents hereafter executed by the Mortgagor and others in
favor of the Agent with respect to the Loans or this Guaranty, including, without limitation, the Credit Agreement being referred to collectively herein as the "Loan Documents").

NOW,
THEREFORE, in consideration of the Loans and the promises and covenants contained herein, and in order to secure the Mortgagor's obligations under its Guaranty, including, without
limitation, the payment of the Loans with the interest thereon, and any extensions or renewals thereof, and further to secure the

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performance
of the covenants, conditions and agreements hereinafter set forth, the Mortgagor hereby does irrevocably grant, bargain, sell, convey, assign, remise, release and confirm to the Agent, and
to its successors and assigns, with right of entry and possession as provided below, and grants to the Agent a security interest in, the following (herein together called the "Mortgaged Property"):



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provided,
notwithstanding the foregoing, the parties intend and agree that the above-described Mortgaged Property shall be the same, constitute and be limited to that property and rights demised and
leased to Mortgagor pursuant to the terms of the Lease.



The
indebtedness referred to in the above identified items (1)-(4) are referred to as"indebtedness secured hereby".

TO
HAVE AND TO HOLD the Mortgaged Property and all parts thereof unto the Agent and to its successors and assigns forever, subject however to the terms and conditions contained herein;

PROVIDED,
HOWEVER, that these presents are upon the condition that, if upon the earlier to occur of (i) the Mortgagor paying or causing to be paid to the Agent, for the ratable
benefit of the Lenders, the principal and interest payable in respect to the Loan Documents and the Mortgagor is released by Agent of its obligations under the Guaranty, at the times and in the manner
stipulated therein and herein, and shall pay and discharge, or cause to be paid and discharged, all other indebtedness secured hereby, and shall perform and observe or cause to be performed and
observed all the covenants and promises contained in the Guaranty, this Mortgage and all the other Loan Documents, and any extension, renewal, substitution, modification or replacement thereof,
expressed to be performed and observed by the Mortgagor or Borrower and the other parties thereto, or (ii) the Borrower's satisfaction and compliance with the Leverage/Fixed Charge Requirement
as defined in and pursuant to the terms of the Credit Agreement, all without fraud or delay, then this Mortgage, and all the properties, interest and rights hereby granted, bargained, and sold shall
cease, terminate and be void and shall otherwise no longer remain in full force and effect.

ARTICLE I

COVENANTS OF THE MORTGAGOR

In addition to covenants contained elsewhere herein, the Mortgagor covenants and agrees with the Agent as follows:

Section 1.1Performance of Guaranty.The Mortgagor covenants and agrees to pay, perform and observe all
covenants, terms, conditions and obligations contained herein, the Guaranty and in the other Loan Documents in accordance with their respective terms and to duly and punctually pay the principal and
interest due under the Note and all other indebtedness secured hereby.

Section 1.2Warranty of Title.The Mortgagor covenants that it has a valid leasehold interest in the Land
and real property hereby mortgaged and has good and absolute title to all existing personal property hereby mortgaged and has good right, full power and lawful authority to convey, encumber and
mortgage the same in the manner and form aforesaid; that the same is free and clear of all liens, charges and encumbrances whatsoever except for Permitted Liens and other liens as shown on the Title
Report issued by First American Title Insurance Company, dated July 15, 2004 applicable to this Mortgage, including, as to personal property and fixtures, conditional sales contracts, chattel
mortgages, security agreements, financing statements and anything of a similar

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nature;
and that the Mortgagor will warrant and forever defend the title thereto unto the Agent and its successors and assigns against the claims of all persons whomsoever. The Mortgagor hereby
convenants and represents that the Lease is in full force and effect and that it is not in default under any of the terms thereof.

Section 1.3Further Assurances; After Acquired Property.The Mortgagor covenants and represents that the
Guaranty and all the Loan Documents executed by the Mortgagor have been duly executed and delivered and are valid and enforceable obligations of the Mortgagor in accordance with the terms thereof. The
Mortgagor agrees to execute and deliver to the Agent on demand and at the Mortgagor's expense any documents, additional mortgages and instruments of further assurance required or desired by the Agent
to effectuate, complete, enlarge, perfect, continue and preserve (a) the obligations of the Mortgagor under the Guaranty, this Mortgage and the other Loan Documents and (b) the lien of
this Mortgage, subject to the Permitted Liens, as a [first and prior] lien upon all the Mortgaged Property, whether now owned or hereafter acquired by the Mortgagor. Upon any
failure of the Mortgagor to execute and deliver any such instruments, the Agent may execute and record any such instruments for and in the name of the Mortgagor, and the Mortgagor irrevocably appoints
the Agent, the agent and the attorney-in-fact of the Mortgagor for such purpose. The lien hereof will automatically attach, without further act, to all after-acquired property
attached to, made a part of or substituted for any of the Mortgaged Property.

Section 1.4Assignment of Leases and Rents.To the extent that Mortgagor has any right or interest in the
same, all the existing and future rents, revenues, royalties, issues, income and profits of the Mortgaged Property that arise from its use or occupancy, including, without limitation, security
deposits and advance rentals (herein together called the "Rents") and all leases, subleases or management, leasing or occupancy agreements pertaining to the Land or the Improvements (herein together
called the "Leases") are hereby absolutely and presently assigned to the Lender.

The
Mortgagor will not execute any Leases without first having received the prior written approval from the Lender of the form and content of the same. Without limiting the foregoing,
any managing, leasing or similar fee shall be subordinated to the lien of this Mortgage.

Without
the prior written consent of the Lender, the Mortgagor will not accept prepayments of rent exceeding one month under any of the Leases, nor modify or amend any of the Leases, nor
in any manner impair the Mortgagor's interest in the Rents. The Mortgagor will perform all covenants of the lessor under the Leases. Simultaneously with the execution hereof, the Mortgagor will
execute and deliver to the Lender for recordation an assignment of leases in form acceptable to the Lender.

(a)   If
required by the Lender, the Leases must provide, in a manner approved by the Lender, that the Leases are junior and subordinate to the lien of this Mortgage, and that
the tenant will recognize as its lessor any person succeeding to the interest of the Mortgagor upon any foreclosure of this Mortgage.

(b)   Nothing
herein shall render the Lender liable under any existing or future Leases, regardless of the collection of rents thereunder, for any of the covenants or
agreements of the Mortgagor under such Leases.

Section 1.5Transfer Prohibited.If the Mortgaged Property, or any part thereof, is sold, transferred,
conveyed, leased, assigned or encumbered in any manner, voluntarily or involuntarily without the Agent's prior written consent, then such sale, transfer, conveyance, assigned, or encumbrance shall
constitute a default under this Mortgage and the Agent, at its option, may declare the indebtedness secured hereby plus accrued interest due and payable. If any of the membership interests of
Mortgagor shall be sold, conveyed, transferred, assigned or exchanged after the execution and delivery of this Mortgage (other than to the Borrower), such transfer shall constitute a transfer or
conveyance of the Property which is hereby prohibited.

Section 1.6Compliance with Laws.The Mortgagor will promptly comply with all present and future laws,
ordinances, rules, regulations and requirements of all governmental authorities having jurisdiction over the Mortgaged Property or any part thereof including, without limitation, all zoning
regulations and building codes. Without the prior written consent of the Agent, the Mortgagor will not seek, make or consent to any change in the zoning or conditions of use of the Mortgaged Property.
The Mortgagor will comply with and make all payments required under the provisions of any covenants, conditions or restrictions affecting the Mortgaged Property.

Section 1.7Books and Records. Financial Statements. Property Income and Expense Statement.The Mortgagor
will keep true and correct financial books and records in which it will make full and correct entries of all its business activities and financial affairs and the operation of the Mortgaged Property
sufficient to reflect correctly the results of all operations, leasing and other income-producing activities by the Mortgagor on the

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Mortgaged
Property, and to permit the preparation of financial statements therefrom in accordance with generally accepted accounting principles. The Agent will have the right to examine, copy and
audit the Mortgagor's records and books of account at all reasonable times in a manner otherwise consistent with the Credit Agreement. The Mortgagor will deliver to the Agent at such times and in such
form and containing such information as shall be required by the Agent, financial statements, including, without limitation, balance sheets, profit-and-loss statements, income
and expense statements and all schedules and exhibits thereto as are customarily required by sound accounting practice in a manner otherwise consistent with the Credit Agreement. Such statements and
information shall be prepared in accordance with generally accepted accounting principles by the Mortgagor or, at the Agent's option, by an independent certified public accountant approved by the
Agent in advance of delivery of such statements and information.

Section 1.8Performance by the Agent.The Mortgagor will, at its own expense, appear in and defend any
action or proceeding that might affect the Agent's security or the rights or powers of the Agent or that purports to affect any of the Mortgaged Property. If the Mortgagor fails to perform any
covenant, condition, term or agreement contained in this Mortgage, or if any action or proceeding of any kind (including but not limited to any bankruptcy, insolvency, arrangement, reorganization or
other debtor-relief proceeding) is commenced which might affect the Agent's interest in the Mortgaged Property or the Agent's right to enforce its security, then the Agent may, at its option, take any
actions and disburse any sums as may be necessary or desirable to protect or enforce this Mortgage or to remedy the failure of the Mortgagor to perform its covenants (without, however, waiving any
default of the Mortgagor). The Mortgagor agrees to pay all reasonable expenses of the Agent thus incurred (including, without limitation, fees and disbursements of counsel). Any such expenses incurred
by the Agent will be additional indebtedness of the Mortgagor to the Agent secured by this Mortgage, will bear interest at the after-maturity rate specified in the Guaranty and will be payable by the
Mortgagor upon demand. The Agent shall be the sole judge of the necessity for any such actions and of the amount to be paid or expended in connection therewith. The Agent is hereby empowered to enter
and to authorize others to enter upon the Land or any part thereof for the purpose of performing or observing any defaulted covenant, condition, term or agreement hereof, without thereby becoming
liable to the Mortgagor or any party in possession holding under the Mortgagor. This paragraph will not be construed to require the Agent to incur any expenses or take any actions.

Section 1.9Personal Property.

(a)   This
Mortgage constitutes a SECURITY AGREEMENT with respect to all personal property in which the Agent is granted a security interest hereunder and constitutes a lien
on such property, and the Agent shall have all the rights and remedies of a secured party under the Alabama Uniform Commercial Code as well as all other rights and remedies available at law or in
equity. The Mortgagor hereby agrees to execute and deliver on demand and to file with the appropriate filing officer or office such security agreements, financing statements, continuation statements
or other instruments as the Agent may require in order to impose or perfect, or continue the perfection of, the lien or security interest created hereby. Upon any failure of the Mortgagor to execute
and deliver any such instruments, the Agent may execute and record any such instruments for and in the name of the Mortgagor, and the Mortgagor irrevocably appoints the Agent the agent and the
attorney-in-fact of the Mortgagor for such purpose. Upon the occurrence of an Event of Default hereunder, the Agent shall have the right to cause any of the Mortgaged Property
which is personal property and subject to the security interest of the Agent hereunder to be sold at any one or more public or private sales as permitted by applicable law, and the Agent shall further
have all other rights and remedies, whether at law, in equity or by statute, as are available to secured creditors under applicable law. Any such disposition may be conducted by an employee or agent
of the Agent. Any person, including both the Mortgagor and the Agent, shall be eligible to purchase any part or all of such property at such disposition.

(b)   The
expenses of retaking, holding, preparing for sale, selling or the like shall be borne by the Mortgagor and shall include the Agent's attorneys' fees and legal
expenses. Upon demand of the Agent the Mortgagor shall assemble such personal property and make it available to the Agent at the Land, a place which is hereby deemed to be reasonably convenient to the
Agent and the Mortgagor. The Agent shall give the Mortgagor at least five (5) days' prior written notice of the time and place of any public sale or other disposition of such property or of the
time of or after which any private sale or other intended disposition is to be made, and if such notice is sent to the Mortgagor, as the same is provided for the mailing of notices herein, it is
hereby deemed that such notice shall be and is reasonable notice to the Mortgagor.

Section 1.10Expenses.The Mortgagor will pay or reimburse the Agent for all reasonable costs and
expenses (including, without limitation, attorneys' fees) incurred by the Agent in connection with execution,

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delivery,
filing and enforcement of this Mortgage (including, without limitation, all title, recording, survey, and legal fees and expenses, including fees and expenses of Alabama counsel retained by
Agent), in any proceeding involving the estate of a decedent or an insolvent, or in any action, proceeding or dispute of any kind in which the Agent is involved or is made a party, or appears as party
plaintiff or defendant, affecting the Guaranty, Mortgage, the other Loan Documents, the Mortgagor or the Mortgaged Property, including, without limitation, the foreclosure of this Mortgage, any
condemnation action involving the Mortgaged Property or any action to protect the security hereof or to enforce any provision hereof and in any situation where the Agent employs an attorney to protect
the Agent's rights hereunder, whether or not legal proceedings are commenced or involved. Any such expenses incurred by the Agent will be additional indebtedness of the Mortgagor to the Agent secured
by this Mortgage, will bear interest at the after-maturity rate specified in the Guaranty and will be payable by the Mortgagor upon demand.

Section 1.11Sewage Systems.The Mortgagor understands that any septic system, sewage treatment facility
or sewer line on the Land or to be constructed from the Land to a public sewer line and all personal property appurtenant thereto and rights therein are conveyed to the Agent hereunder as part of the
Mortgaged Property, whether located on the Land or adjacent to or connected with the same. The Mortgagor covenants not to allow any connections to any such sewer facility or sewer line or to allow any
person to use the sewer facility or sewer line or to make any modifications in the plans and specifications or construction contract for the construction of any such sewer facility or sewer line
without the prior written consent of the Agent. The Mortgagor understands that such consent may be withheld and/or conditioned upon receipt of documentation and assurances acceptable to the
Agent and that the Agent will have the first right and lien as secured hereby to any moneys or revenues arising from any such connections or use.

Section 1.12Insurance Premium and Tax Payments.The Mortgagor will pay to the appropriate governmental
authority and insurer, as applicable, the taxes, assessments and hazard insurance premiums as sufficient to enable when they become due, all taxes, assessments, casualty insurance premiums and other
similar charges against the Mortgaged Property or any part thereof. In the event Mortgagor shall fail to pay such premiums or taxes, upon demand of the Agent, the Mortgagor agrees to deliver to the
Agent such additional moneys as are necessary to make up any deficiencies in the amounts necessary to enable the Agent to pay in full such taxes, assessments, insurance premiums and similar charges as
may be due and payable. In the event of an occurrence of an Event of Default under any of the Loan Documents as herein or therein defined, the Agent may apply to the reduction of the sums secured
hereby, in such manner as the Agent shall determine, any such amount remaining to the Mortgagor's credit.

Section 1.13Other Taxes, Utilities and Liens.

(a)   The
Mortgagor will pay promptly when and as due, and will promptly deliver to the Agent receipts for the payment of, all taxes, assessments, water rates, dues, charges,
fines and impositions of every nature whatsoever levied, assessed or imposed upon or against the Mortgaged Property or any part thereof, or upon the interest of the Agent in the Mortgaged Property, as
well as all income taxes, assessments and other governmental charges lawfully levied and imposed by the United States of America or any state, county, municipality, district or other taxing authority
upon the Mortgagor or in respect of the Mortgaged Property or any part thereof, or any charge which, if unpaid, would become a lien or charge upon the Mortgaged Property prior to or equal to the lien
of the Mortgage for any amounts secured hereby or would have priority over or equality with the Mortgage in distribution of the proceeds of any foreclosure sale of the Mortgaged Property or any part
thereof.

(b)   The
Mortgagor will promptly pay all charges by utility companies, whether public or private, for electricity, gas, water, sewer or other utilities.

(c)   The
Mortgagor will promptly pay and will not suffer any mechanic's, laborer's, statutory or other lien which might or could be prior to or equal to the lien of the
Mortgage to be created or to remain outstanding upon any of the Mortgaged Property.

(d)   In
the event of the passage of any state, federal, municipal or other governmental law, order, rule or regulation, subsequent to the date hereof, in any manner changing
or modifying the laws now in force governing the taxation of mortgages or debts secured by mortgages or the manner of collecting taxes so as to affect adversely the Agent with respect to the Loans,
the entire balance of the principal sum secured by the Mortgage and all interest accrued thereon shall without notice become due and payable forthwith at the option of the Agent.

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Section 1.4Insurance.

(a)   The
Mortgagor will procure, deliver to and maintain for the benefit of the Agent during the life of this Mortgage, insurance policies in such amounts as the Agent shall
require, but in no event less than the full replacement cost of all the Improvements and with no more than $5,000 deductible from the loss payable for any casualty, with extended coverage endorsement,
insuring the Mortgaged Property against fire, flood, liability, vandalism and malicious mischief, tornado, war damage (if available), collapse, loss of rents or rental value (with coverage in an
amount to cover a minimum of six (6) months of fair rental value or projected gross annual rentals at 100% occupancy of the Mortgaged Property), business interruption and such other insurable
hazards, casualties and contingencies as the Agent may reasonably require. If the Land is located in a flood hazard area or if required pursuant to §102 of the Flood Disaster Protection
Act of 1973, flood insurance in an amount acceptable to the Agent shall also be provided by the Mortgagor. The policies shall include, without limitation, a "Replacement Cost Endorsement," boiler and
machinery insurance covering pressure vessels, sewage treatment facilities, air tanks, boilers, machinery, pressure piping, heating, air conditioning and elevator equipment and insurance against loss
of occupancy or use arising from any such breakdown. All such policies and the companies issuing them shall be acceptable to the Agent. All policies shall contain (i) a standard,
non-contributory mortgagee endorsement making losses payable to the Agent and (ii) an obligation of the insurer to notify the Agent in writing not less than ten (10) days
prior to any cancellation or change in coverage. At least fifteen (15) days prior to the expiration date of all such policies, renewals thereof satisfactory to the Agent shall be delivered to
the Agent. The Mortgagor shall deliver to the Agent receipts evidencing the payment of all such insurance policies and renewals. In the event of the foreclosure of this Mortgage or any other transfer
of title to the Mortgaged Property in extinguishment of the indebtedness secured hereby, all right, title and interest of the Mortgagor in and to all insurance policies then in force shall pass to the
purchaser or grantee.

(b)   The
Agent is hereby authorized and empowered to adjust or compromise any loss under any insurance policies on the Mortgaged Property and to collect and receive the
proceeds from any such policy or policies. Each insurance company is hereby authorized and directed to make payment for all such losses directly to the Agent instead of to the Mortgagor and the Agent
jointly. After deducting from said insurance proceeds any expenses incurred by it in the collection or handling of such proceeds, the Agent may apply the net proceeds, in its sole discretion, either
toward restoring the Improvements or as a credit on any portion of the indebtedness secured hereby whether then matured or to mature in the future, or at the option of the Agent, such sums either
wholly or in part may be paid over to the Mortgagor to be used to repair the Improvements or to construct new improvements in their place or for any other purpose or object satisfactory to the Agent
without affecting the lien of the Mortgage for the full amount secured hereby before such payment took place. The Agent shall not be held responsible for any failure to collect any insurance proceeds
due under the terms of any policy regardless of the cause of such failure.

Section 1.5Condemnation.If all or any part of the Land or the Improvements shall be damaged or taken
through condemnation (which term when used in this Mortgage shall include any damage or taking by any governmental authority and any transfer by private sale in lieu thereof), either temporarily or
permanently, the entire indebtedness secured hereby shall at the option of the Agent become immediately due and payable. The Agent shall be entitled to all compensation, awards and other payments or
relief thereof and is hereby authorized, at its option, to commence, appear in and prosecute in its own or the Mortgagor's name any action or proceeding relating to any condemnation. All such
compensation, awards, damages, claims, rights of action and proceeds and the right thereto are hereby assigned by the Mortgagor to the Agent, which, after deducting therefrom all its expenses,
including attorney's fees, may release any moneys so received by it without affecting the lien of this Mortgage or may apply the same in such manner as the Agent shall determine to the payment of the
indebtedness secured hereby, and any balance of such moneys then remaining shall be paid to the Mortgagor. The Mortgagor agrees to execute such further assignments of any compensations, awards,
damages, claims, rights of action and proceeds as the Agent may require.

Section 1.16Care of the Property. Inspection.

(a)   The
Mortgagor will preserve and maintain the Mortgaged Property in good condition and repair and will not commit or suffer any waste and will not do or suffer to be done
anything which will increase the risk of fire or other hazard to the Mortgaged Property or any part thereof or which might invalidate any insurance carried on the Mortgaged Property.

(b)   Except
as otherwise provided herein, no buildings, fixtures, personal property or other part of the Mortgaged Property shall be removed, demolished or substantially
altered without the prior written consent of the

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Agent.
The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, appliances, machinery, fixtures or appurtenances which are subject to the
lien hereof and which may become worn out, undesirable, obsolete, disused or unnecessary for use in the operation of the Mortgaged Property, not exceeding in value at the time of disposition thereof
Five Thousand Dollars ($5,000.00) for any single transaction, or a total of Twenty-Five Thousand Dollars ($25,000.00) in any one year, upon replacing the same by, or substituting for the
same, other furniture, furnishings, equipment, appliances, machinery, fixtures or appurtenances not necessarily of the same character but of at least equal value to the Mortgagor and costing not less
than the amount realized from the property sold or otherwise disposed of, and such replacement or substitute property shall forthwith become, without further action, subject to the lien of this
Mortgage.

(c)   If
the Mortgaged Property or any part thereof is damaged by fire or any other cause, the Mortgagor will give immediate written notice of the same to the Agent.

(d)   If
all or any part of the Mortgaged Property shall be damaged by fire or other casualty, the Mortgagor will promptly restore the Mortgaged Property to the equivalent of
its original condition, regardless of whether insurance proceeds exist, are made available or are sufficient. If any part of the Mortgaged Property shall be physically damaged through condemnation,
the Mortgagor will promptly restore, repair or alter the remaining property in a manner satisfactory to the Agent.

Section 1.17Estoppel Affidavits.Within ten (10) days after written request from the Agent, the
Mortgagor shall furnish a written statement, duly acknowledged, setting forth the unpaid rent and other amounts due on the Lease and stating whether or not any offsets or defenses exist against such
rent or amounts, specifying the nature of the same.

Section 1.18Environmental Matters.

(a)   The
Mortgagor represents and warrants that the Mortgagor as the tenant of the Mortgaged Property will fully comply with all applicable federal, state or local laws,
ordinances and regulations governing or pertaining to the use, generation, manufacture, release, storage or disposal of hazardous, toxic or dangerous waste, substances or materials (herein
collectively called "Hazardous Substances") defined as such in or for purposes of CERCLA and all other applicable federal, state or local laws, ordinances and regulations. The Mortgagor will
adequately secure, protect and supervise the Mortgaged Property to prevent unregulated, unpermitted or illegal generation, manufacture, release, storage or disposal of any Hazardous Substance.

(b)   The
Mortgagor further agrees to indemnify the Agent from loss (including, without limitation, attorneys' fees) arising directly or indirectly by reason of the violation,
whether past, present or future, of the foregoing warranties, representations and agreements and arising from the use, generation, manufacture, release, storage or disposal of any Hazardous Substance
on the Mortgaged Property.

(c)   The
Agent shall have the right, without prior notice, to conduct an inspection of the Mortgaged Property for Hazardous Substances, including, without limitation,
asbestos, at any time during the term of the Loan and in sufficient detail to permit the Agent to determine whether Hazardous Substances are present, in use or have been disposed of on the Mortgaged
Property. The Mortgagor will pay or reimburse the Agent for all reasonable expenses incurred in connection with any environmental inspection of the Mortgaged Property and any such expenses will be
additional indebtedness of the Mortgagor to the Agent secured by this Mortgage and will be payable on demand; provided, however, that Mortgagor's obligation to reimburse shall only be applicable as to
one (1) inspection annually. The Agent is hereby empowered to enter and to authorize others to enter upon the Land or Improvements for the purpose of performing an environmental inspection,
without thereby becoming liable to the Mortgagor or any party in possession holding under the Mortgagor.

Section 1.19Compliance with Lease.Mortgagor will pay or cause to be paid all rent and other charges
required under the Lease as and when the same are due and will promptly and faithfully observe, abide by, discharge and perform, or cause to be kept, observed, discharged and performed, all other
terms, obligations, covenants, agreements, indemnities, representations, warranties or liabilities or the Lease on the part of the lessee thereunder to be kept, observed, discharged and performed, and
will not without the express written consent of the Agent (i) in any manner, cancel terminate or surrender, or permit the cancellation, termination or surrender of the Lease, in whole or in
part, (ii) modify, amend or permit any modification or amendment of any of the terms thereof or (iii) permit the subordination of its leasehold interest under the Lease to any mortgage
other than this mortgage; and any attempt on the part of Mortgagor to do any of the foregoing without such written consent of the Agent shall constitute an immediate Event of Default hereunder.

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ARTICLE II

EVENTS OF DEFAULT AND REMEDIES

Section 2.1Events of Default.The following shall be "Events of Default" hereunder, and the term "Event
of Default" as used herein shall mean any one or more of the following events:

(a)   The
failure by the Mortgagor to make any payment required by the Guaranty or by the other Loan Documents or the failure to pay any other indebtedness secured hereby in
each case after giving effect to any applicable notice, grace or cure period;

(b)   The
failure by the Mortgagor to perform any other covenant, condition or agreement contained in this Mortgage or in the other Loan Documents and the continuation of such
failure for a period of fifteen (15) days after receipt of notice of such default (or with respect to the Loan Documents, any other applicable notice, grace or cure period);

(c)   The
termination or suspension by the Mortgagor of its business, or an attachment or judicial seizure of any substantial part of the Mortgagor's assets;

(d)   The
filing by the Mortgagor of a voluntary petition in bankruptcy or the Mortgagor's adjudication as a bankrupt or insolvent, or the filing by the Mortgagor of any
petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal,
state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors, or the Mortgagor's seeking or consenting to or acquiescence in the appointment of any trustee,
receiver or liquidator of the Mortgagor or Borrower or of all or any substantial part of the Mortgaged Property or of any or all of the Rents, or the making of any general assignment for the benefit
of creditors or the admission in writing of its inability to pay its debts generally as they become due;

(e)   The
entry by a court of competent jurisdiction of an order, judgment or decree approving a petition filed against the Mortgagor or Borrower seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or
other relief for debtors, which order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive) from the date of entry thereof, or the
appointment of any trustee, receiver or liquidator of the Mortgagor or Borrower or of all or any substantial part of the Mortgaged Property or of any or all of the Rents without the consent or
acquiescence of the Mortgagor which appointment shall remain unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive);

(f)    The
occurrence of a breach of or default or an Event of Default under, or the failure to perform or the violation of any term, covenant, agreement, condition, provision,
representation or warranty contained in, any Loan Document (in each case subject to any applicable notice, grace or cure period);

(g)   Any
warranty, representation, disclosure or other statement made to the Agent by the Mortgagor or by any other party in any of the Loan Documents or in any loan
application being false or misleading in any material respect at the time made;

(h)   The
occurrence of any other event which under the Guaranty or under any other Loan Document constitutes a default or an Event of Default by the Mortgagor or Borrower or
other party to such Loan Document or gives the Agent the right to accelerate the maturity of all or any part of the indebtedness secured by this Mortgage;

(i)    The
declaration or determination by a court of competent jurisdiction that any term, condition, covenant or agreement contained in the Guaranty, this Mortgage, any of
the other Loan Documents or any document evidencing or securing any indebtedness secured hereby is invalid or unenforceable and as a result of such declaration or determination, the rights of other
Lenders under such agreements are adversely affected;

(j)    The
occurrence of a default by the Mortgagor in the payment of any indebtedness of the Mortgagor to any other party or a default by the Mortgagor under any loan or
security agreement or under any material lease obligation with any other party which would be a Default under the Credit Agreement and the failure to cure any such default within fifteen
(15) days after written notice to the Mortgagor from the Agent; or

(k)   The
entry of a final judgment against the Mortgagor which would be a Default under the Credit Agreement.

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Section 2.2Remedies.Upon the occurrence of an Event of Default, the Agent may, at its continuing
option, and without notice to or demand upon the Mortgagor:

(a)   Declare
all or any part of the indebtedness secured by this Mortgage and the interest accrued thereon to be due and payable immediately;

(b)   Enter
onto and take possession of the Mortgaged Property and manage and operate the same, all as more particularly provided hereafter;

(c)   [Collect
the Rents as more particularly provided hereinafter;]

(d)   Cause
all or any part of the Mortgaged Property to be sold under the power of sale granted by this Mortgage in any manner permitted by applicable law as more
particularly provided hereinafter; or

(e)   Exercise
any other right or remedy granted hereunder or under any of the other Loan Documents or available at law or in equity.

Section 2.3Right of Agent to Enter and Take Possession.

(a)   If
an Event of Default shall have occurred, upon demand of the Agent the Mortgagor shall forthwith surrender to the Agent the actual possession of the Mortgaged
Property, and if and to the extent permitted by law, the Agent may enter and take possession of all or any part of the Mortgaged Property and may exclude the Mortgagor and its agents and employees
wholly therefrom.

(b)   Upon
every such entering upon or taking of possession, the Agent may hold, store, use, operate, manage and control the Mortgaged Property and conduct the business
thereof and, from time to time (i) make all necessary and proper maintenance, repairs, renewals, replacements, additions, betterments and improvements thereto and thereon and purchase or
otherwise acquire additional fixtures, personalty and other property, (ii) insure or keep the Mortgaged Property insured, (iii) manage and operate the Mortgaged Property and exercise all
the rights and powers of the Mortgagor in its name or otherwise with respect to the same and (iv) enter into any and all agreements with respect to the exercise by others of any of the powers
herein granted the Agent, all as the Agent from time to time may determine to be to its best advantage, and the Agent may collect and receive all the Rents of such Mortgaged Property including those
past due as well as those accruing thereafter.

(c)   [The
Agent may deduct from such Rents (i) all expenses of taking, holding, managing and operating the Mortgaged Property (including compensation for
the services of all persons employed for such purposes), (ii) the cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements and purchases and
acquisitions, (iii) the cost of such insurance, (iv) such taxes, assessments and other changes prior to the lien of this Mortgage as the Agent may determine to pay, (v) other
proper charges upon the Mortgaged Property or any part thereof, and (vi) the reasonable compensation, expenses and disbursements of the attorneys and agent of the Agent. The Agent shall apply
the remainder of the moneys so received to the payment of the indebtedness and obligations secured by this Mortgage, whether due or to become due, in whatever order and proportions the Agent elects in
its absolute discretion and without regard to the adequacy of its security.]

(d)   Whenever
all such Events of Default have been cured and satisfied, the Agent may, at its option, surrender possession of the Mortgaged Property to the Mortgagor, its
successors or assigns. The same right of taking possession, however, shall exist if any subsequent Event of Default shall occur.

Section 2.4Collection of Rents.If an Event of Default shall have occurred, the Agent may collect the
Rents itself or by an agent or receiver. No action taken by the Agent to collect any Rents will make the Agent a "mortgagee-in-possession" of the Mortgaged Property, and
possession by a court-appointed receiver will not be considered possession by the Agent. All Rents collected by the Agent or a receiver will be applied first to pay all expenses of collection, and
then to the payment of all costs of operation and management of the Mortgaged Property, and then to the payment of the indebtedness and obligations secured by this Mortgage in whatever order and
proportions the Agent elects in its absolute discretion and without regard to the adequacy of its security.

Section 2.5Power of Sale.If an Event of Default shall have occurred, the Agent may sell the Mortgaged
Property at public outcry to the highest bidder for cash in front of the courthouse door in the county where the Land is located, either in person or by auctioneer, after having first given notice of
the time, place and terms of sale, together with a description of the property to be sold, by publication once a week for three (3) successive weeks prior to said sale in some newspaper
published in said county. Upon payment of the purchase money, the Agent or any person conducting the sale for the Agent is authorized to execute to the purchaser at said sale a deed to the property so
purchased. The Agent may bid at said sale and purchase said property or any part thereof

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if
the highest bidder therefor. At any foreclosure sale the Mortgaged Property may be offered for sale and sold as a whole without first offering it in any other manner or may be offered for sale and
sold in any other manner the Agent may elect in its sole discretion.

Section 2.6Application of Sale Proceeds.The proceeds of any sale under this Mortgage will be applied in
the following manner:



Section 2.7Agent's Option on Foreclosure.At the option of the Agent, this Mortgage may be foreclosed as
provided by law or in equity, in either event a reasonable attorneys' fee shall, among other costs and expenses, be allowed and paid out of the proceeds of the sale. The Agent may, at its option,
foreclose this Mortgage subject to the rights of any tenants of the Mortgaged Property, and in the event the Agent exercises its option to foreclose the Mortgage in equity, the failure to make any
such tenants parties defendants to any such foreclosure proceeding and to foreclose their rights will not be, nor be asserted to be by the Mortgagor, a defense to any proceedings instituted by the
Agent to collect the sums secured hereby.

Section 2.8Receiver.

(a)   If
an Event of Default shall have occurred, the Agent, upon application to a court of competent jurisdiction, shall be entitled, without notice and without regard to the
adequacy of any security for the indebtedness hereby secured or the solvency of any party bound for its payment, to the appointment of a receiver to take possession of and to operate the Mortgaged
Property and to collect the Rents.

(b)   The
Mortgagor will pay to the Agent upon demand all expenses, including receiver's fees, attorneys' fees, costs and agent's compensation, incurred pursuant to the
provisions of this paragraph. All such expenses will be additional indebtedness of the Mortgagor to the Agent secured by this Mortgage, will bear interest at the after-maturity rate specified in the
Guaranty and will be payable by the Mortgagor upon demand.

Section 2.9Waiver of Manner of Sale.The Mortgagor waives all rights to direct the order or manner in
which any of the Mortgaged Property will be sold in the event of any sale under this Mortgage, and also any right to have any of the Mortgaged Property marshalled upon any sale. The Agent may in its
discretion sell any real and personal property together or in parts, in one or more sales, and in any sequence the Agent selects.

Section 2.10Suits to Protect the Mortgaged Property.The Agent shall have power (a) to institute
and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Mortgaged Property by any acts which may be unlawful or any violation of this Mortgage, (b) to
preserve or protect its interest in the Mortgaged Property and in the Rents and (c) to restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or
order that may be unconstitutional or otherwise invalid, if the enforcement of or compliance with, such enactment, rule or order would impair the security hereunder or be prejudicial to the interest
of the Agent.

ARTICLE III

GENERAL PROVISIONS

Section 3.1Waiver of Exemption.The Mortgagor waives all rights of exemption pertaining to real or
personal property as to any indebtedness secured by or that may be secured by this Mortgage, and the Mortgagor waives the benefit of any statute regulating the obtaining of a deficiency judgment or
requiring that the value of the premises be set off against any part of the indebtedness secured hereby.

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Section 3.2Delay or Omission No Waiver.No delay or omission of the Agent or of any holder of the Note
to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or
acquiescence therein, and every right, power and remedy given by this Mortgage to the Agent may be exercised from time to time and as often as may be deemed expedient by the Agent.

Section 3.3No Waiver of One Default to Affect Another.

(a)   No
waiver of any Event of Default hereunder shall extend to or shall affect any subsequent or any other Event of Default or shall impair any rights, powers or remedies
consequent thereto.

(b)   If
the Agent (i) grants forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security for the
payment thereof, (iii) waives or does not exercise any right granted herein or in the Guaranty, (iv) releases any part of the Mortgaged Property from the lien of this Mortgage or
otherwise changes any of the terms of the Guaranty or this Mortgage, (v) consents to the filing of any map, plat or replat of the Land, (vi) consents to the granting of any easement on
the Land, (vii) makes or consents to any agreement subordinating the lien hereof, or (viii) enters into any agreement with the Mortgagor or any partner or stockholder thereof or any one
or more of them changing any term of the Guaranty or the other Loan Documents or releasing any partner or stockholder of the Mortgagor or any security or respecting any matter whatsoever, then any
such act or omission shall not release, discharge, modify, change or affect the original liability under the Guaranty, this Mortgage or otherwise of the Mortgagor or any subsequent purchaser of the
Mortgaged Property or any part thereof, or any maker, co-signer, endorser, surety or guarantor, nor shall any such act or omission preclude the Agent from exercising any right, power or
privilege herein granted or intended to be granted upon an Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Agent, shall the lien of this
Mortgage be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Mortgaged Property, the Agent, without notice to any party is hereby
authorized and empowered to deal with any such vendee or transferee with reference to the Mortgaged Property or the indebtedness secured hereby, or with reference to any of the terms or conditions
hereof, as fully and to the same extent as it might deal with the original parties hereto and without in any way releasing or discharging any of the liabilities or undertakings hereunder.

Section 3.4Discontinuance of Proceedings.Position of Parties
Restored.In case the Agent shall have proceeded to enforce any right or remedy under this Mortgage by foreclosure, entry or otherwise, and such
proceedings shall have been discontinued or abandoned for any reason, then and in every such case the Mortgagor and the Agent shall be restored to their former positions and rights hereunder, and all
rights, powers and remedies of the Agent shall continue as if no such proceeding has been taken.

Section 3.5Remedies Cumulative.No right, power or remedy conferred upon or reserved to the Agent by
this Mortgage is intended to be exclusive of any 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 now or hereafter existing at law or in equity or by statute. The Agent may exercise any one or more of its rights and remedies at its option without regard to the
adequacy of its security.

Section 3.6Notices.All notices given under this Mortgage must be in writing and will be effectively
served by personal delivery or by certified United States mail, postage prepaid, to the Agent and the Mortgagor at the addresses appearing above. Such addresses may be changed by either party by
written notice to the other party. The service of any notice of default or notice of sale under this Mortgage will be effective on the date of mailing.

Section 3.7Inspection.

(a)   The
Agent and its respective agents and representatives will have the right at any reasonable time to enter the Property and inspect all parts thereof. The Agent will
also have the right to examine, copy and audit the books, records, accounting data and other documents of the Mortgagor relating to the Mortgaged Property.

(b)   The
Agent is under no duty to supervise or inspect the Mortgaged Property or the operation of the Mortgaged Property or to examine any books and records. Any inspection
or examination by the Agent is for the sole purpose of protecting the Agent's security and preserving the Agent's rights under this Mortgage. No default of the Mortgagor will be waived by any
inspection by the Agent.

Section 3.8Status and Authority.(a) The Mortgagor warrants that (i) it is a limited
liability company duly organized and validly existing, in good standing under the laws of the State of Delaware, (ii) it is duly qualified to do business and is in good standing in the State of
Alabama, (iii) it has the power, authority and legal right to

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carry
on the business now being conducted by it and to engage in the transactions contemplated by the Loan Documents and (iv) the execution and delivery of the Loan Documents by Mortgagor and
the performance and observance of the provisions thereof have been duly authorized by all necessary action.

(b)   The
Mortgagor agrees that so long as any of its obligations hereunder or under the Loan Documents remain unsatisfied, it will not dissolve or liquidate (in whole or in
part) its existence and that it will maintain its existence and will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another
corporation or partnership without the prior written consent of the Agent.

Section 3.9Joint and Several Liability.If the Mortgagor consists of more than one person or entity,
each will be jointly and severally liable to perform the obligations of the Mortgagor.

Section 3.10Successors.The terms of this Mortgage will bind and benefit the heirs, legal
representatives, successors and assigns of the Mortgagor and the Agent.

Section 3.11Amendments.This Mortgage may not be modified or amended except by a written agreement
signed by the parties.

Section 3.12Applicable Law.This Mortgage shall be governed by the laws of the State of Alabama.

Section 3.13Counterparts.This Mortgage may be executed in counterparts, but all counterparts shall
constitute but one and the same document.

Section 3.14Entire Agreement.This Mortgage and the other Loan Documents constitute the entire agreement
between the parties and supersede all prior agreements and understandings including, without limitation, any loan commitment letter from the Agent to the Mortgagor.

Section 3.15Severability.The provisions of this Mortgage are severable, and the invalidity or
unenforceability of any one or more provisions of this Mortgage will in no way affect any other provision.

Section 3.16Interpretation.The term "Mortgagor" includes both the original Mortgagor and any subsequent
owner or owners of any of the Mortgaged Property, and the term "Agent" includes the Agent individually and as agent for the Lenders party to the Credit Agreement, and also any future owner or holder,
including pledgees, assignees
and participants, of the Credit Agreement or any interest therein. Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and
each gender will include any other gender. The captions of the paragraphs of this Mortgage are for convenience only and do not define or limit any terms or provisions.

Section 3.17Merger of Estates.Mortgagor covenants and agrees that the fee title to the property demised
by the Lease and the leasehold estate under the Lease shall not merge, but shall always remain separate and distinct, notwithstanding the union of said estates either in Mortgagor or a third party
whether by purchase or otherwise. If Mortgagor acquires the fee title or any other estate, title or interest in and to the property demised in the Lease, the lien of this Mortgage shall, without
further conveyance, simultaneously attach to, cover and be a lien upon such acquired estate, title or interest and the same shall thereupon be and become a part of the Mortgaged Property.

Section 3.18Termination.This Agreement and the assignments and security interests created or granted by
this Agreement shall create a continuing security interest in the Mortgaged Property and shall terminate upon Borrower's satisfaction and compliance with the Leverage/Fixed Charge Requirement (as
provided and defined in the Credit Agreement). Upon written notice from Mortgagor following such satisfaction and compliance by the Borrower, the Agent shall reassign and deliver to the Mortgagor all
Mortgaged Property and documents then in its custody or possession, and if requested by the Mortgagor, shall, at the cost and expense of the Mortgagor, execute and deliver to the Mortgagor for
recording or filing in each office in which any assignment or financing statement relative to the Mortgagor or the agreement relating thereto or any part of the Mortgaged Property, shall have filed or
recorded, a termination statement or release under applicable law (including, if relevant, the UCC) releasing the Agent's interest therein, and such other documents and instruments as the Agent may
reasonably request all without recourse to or warranty whatsoever by the Agent and at the cost and expense of the Mortgagor.

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IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage and Security Agreement to be executed by its duly authorized officers on the day and year first above written.

| | ENERGY ABSORPTION SYSTEMS (AL) LLC                  
| | ----------------------------------------------------
| | By:                                                 
| | /s/DANIEL P. GOREY                                  
| | Name:                                               
| | Title:                                              
| | THE NORTHERN TRUST COMPANY,
as Agent for the Lenders
| | By:                                                 
| | Name:                                               
| | Title:                                              

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|STATE OF ILLINOIS |  | ) | 
|----------------- |  | - | 
|                  |  | : | 
|COUNTY OF COOK    |  | ) | 

I, the undersigned, a Notary Public in and for said county in said state, hereby certify that Ronald Mallicoat, whose name as Senior Vice President of The
Northern Trust Company, a banking association organized and existing under the laws of the State of Illinois, signed the foregoing instrument and who is known to me, acknowledged before me on this day
that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily on the day the same bears date for and as the act of said
corporation.

GIVEN
under my hand and official seal of office, this 30th day of June, 2004.

|[ NOTARIAL SEAL ]                                                                                  | /s/LINDA FINLEYNotary Public
|-------------------------------------------------------------------------------------------------- | ----------------------------
|                                                                                                   | My Commission Expires:      
|This instrument prepared by:                                                                       |                             
|Edward F. Dobbins, Esq.
Fischel & Kahn
190 South LaSalle Street
Suite 2850
Chicago, Illinois 60603 |                             

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EXHIBIT A

Legal Description

PARCEL A:

A parcel of real property situated in the Southeast Quarter (SE-1/4) of the Southeast Quarter (SE-1/4) of Section 32, Township 16
South, Range 4 East, in St. Clair County, Alabama, and more particularly described as follows: Commence at the Southeast corner of Section 32, Township 16 South, Range 4 East and run
South 89° 49' 20" West along the South line of said Section 32 for a distance of 1331.53 feet to the Southwest corner of the Southeast Quarter (SE-1/4) of the Southeast
Quarter (SE-1/4) of said Section 32; thence run North 01° 15' 20" East along the West line of said 1/4-1/4 Section for a distance of 404.52 feet to the point of
beginning of the property herein described. From said point of beginning continue North 01° 15' 20" East along the West line of said 1/4-1/4 Section for a distance of 870.00 feet to the
Northwest corner of said 1/4-1/4 Section; thence run North 89° 54' 10" East along the North line of said 1/4-1/4 Section for a distance of 750.00 feet; thence run South 01° 15'
20" West for a distance of 870.00 feet; thence run South 89° 54' 10" West for a distance of 750.00 feet to the point of beginning; said parcel of real property containing 15 acres, more or
less.

PARCEL B:

Commence at the Southeast corner of Section 32, Township 16 South, Range 4 East and run South 89° 49' 20" West along the section line for
1331.53 feet to the Southwest corner of the Southeast 1/4 of the Southeast 1/4 of said section, thence North 01° 15' 20" East along the 1/4 1/4 line for 967.20 feet to the point of
beginning. Thence commence North 01° 15' 20" East along the 1/4 1/4 line for 307.32 feet to the Northwest corner of the Southeast 1/4 of the Southeast 1/4 of said section, thence North
88° 44' 40" West along the 1/4 1/4 line for 250.00 feet to the East right-of-way of a city street, thence South 01° 15' 20" West along said
right-of-way for 307.32 feet, thence South 88° 44' 40" East for 250.00 feet to the point of beginning. The above being in and a part of the Southwest 1/4 of the
Southeast 1/4 of
Section 32, Township 16 South, Range 4 East located Pell City, St. Clair County, Alabama. The above contains 1.76 acres.

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PLEDGE AGREEMENT

Dated as of June 30, 2004

This Pledge Agreement (as modified from time to time, the "Agreement") has been executed by QUIXOTE CORPORATION, organized under the laws of the State of
Delaware, on its own behalf as debtor ("Debtor"), with an office at 35 East Wacker Drive, Chicago, Illinois, in favor of THE NORTHERN TRUST COMPANY, an Illinois banking corporation, as secured party
and as Agent for itself and the other Lenders party to that Credit Agreement, as defined herein (together with any successor, assign or subsequent holder, "Secured Party"), with a banking office at 50
South LaSalle Street, Chicago, Illinois 60675. Various capitalized terms used in this Agreement have the meanings set forth in the Section of this Agreement entitled "DEFINITIONS."

WHEREAS,
the Borrower and the 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
(the "Credit Agreement"), pursuant to which Credit Agreement the Lenders have made, (i) Revolving Loans to the Borrower evidenced by certain Revolving Notes, dated as of May 16, 2003, in
the maximum aggregate principal amount of Fifty Million Dollars and 00/100 ($50,000,000), executed by the Borrower and made payable pro rata to the order of the 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 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 Lenders (the "Term Notes");

WHEREAS,
Borrower is the owner of that certain $5,500,000 Variable/Fixed Rate Industrial Revenue Bond (Energy Absorption Systems Project) Series 1995 (the "Bond") issued by the
Industrial Development Board of the City of Pell City ("Board") for the purposes of financing a portion of the costs of acquiring, constructing and equipping an expansion and certain improvements to
an existing manufacturing facility (the equipment, personal property and land or which the facility is located in herein called the "Project");

WHEREAS,
the Secured Party has requested and the Debtor has agreed to pledge the Bond as collateral for the Borrower's Obligations under the Credit Agreement.

In
consideration of Secured Party's extension of the financial accommodations and continuation of existing financial accommodations to Debtor, pursuant to the terms of the Credit
Agreement and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor agrees as follows:

1.     DEFINITIONS.

(a)   As
used in this Agreement the following terms shall have the indicated meanings:



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(b)   As
used in this Agreement, unless otherwise specified: the term "including" means "including without limitation"; the term "days" means "calendar days"; and terms such
as "herein," "hereof" and words of similar import refer to this Agreement as a whole. References herein to partners of a partnership, joint venturers of a joint venture, or members of a limited
liability company, mean, respectively, persons or entities owning or holding partnership interests, joint venture interests, or membership interests in such partnership, joint venture or limited
liability company. Terms not defined herein, shall have the meaning assigned to that term in the Credit Agreement. Unless otherwise defined herein, all terms (including those not capitalized) that are
defined in the Uniform Commercial Code of Illinois shall have the same meanings herein as in such Code, as such Code may be amended from time to time. Unless the context requires otherwise, wherever
used herein the singular shall include the plural and vice versa, and the use of one gender shall also denote the others. Captions herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof; references herein to sections or provisions without reference to the document in which they are contained are references to this Agreement.

2.     PLEDGE.
Debtor hereby assigns, pledges, hypothecates, delivers, sets over and transfers to Secured Party and grants toa Secured Party a continuing security interest in,
for the benefit of Secured Party (as provided in the Section entitled "Liabilities"), the following, in each case whether certificated or uncertificated, whether now owned or hereafter acquired,
wherever located (any or all of such, the"Collateral"):



3.     LIABILITIES.

The
Collateral shall secure the payment and performance of all obligations and liabilities of Debtor:



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(any
or all obligations and liabilities described in the foregoing portion of this Section, the"Liabilities"). This Agreement shall continue and remain
in effect notwithstanding that at any particular time there may be no Liabilities outstanding, subject to Section 18.

4.     REPRESENTATIONS
AND WARRANTIES.



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5.     DEPOSITORIES;
SUB-AGENTS AND NOMINEES.

(a)   Without
limiting any other provision hereof, Secured Party may at its option from time to time transfer, or cause any Intermediary to transfer, the Collateral into a
"pledge position" at any depository now or hereafter holding the Collateral, and do or cause to be done, execute (or cause to be executed) such other documents, and take (or cause to be taken) such
other actions as Secured Party may deem necessary or appropriate in connection therewith.

(b)   Secured
Party shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of any certificates or instruments
representing or evidencing the Collateral, which may be held (in the discretion of Secured Party) in the name of Secured Party or any nominee or nominees of Secured Party or a sub-agent
appointed by Secured Party. In addition, Secured Party shall at all times have the right to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments
of smaller or larger denominations for any purpose consistent with its performance of this Agreement.

(c)   For
the better perfection of Secured Party's rights in and to the Collateral and to facilitate implementation of such rights, Debtor shall, upon written request of
Secured Party, cause all the certificates, notes, documents and other instruments evidencing, representing or otherwise comprising the Collateral to be registered or otherwise put into the name of
Secured Party or a nominee or nominees of Secured Party.

(d)   Debtor
hereby consents and agrees that the issuers of, or any depository, registrar, transfer agent or similar party for any of, the Collateral shall be entitled to
accept the provisions hereof as conclusive evidence of the right of Secured Party to effect any transfer pursuant hereto, notwithstanding any notice or direction to the contrary heretofore or
hereafter given by Debtor or any other person to any such issuer or any such depository, registrar, transfer agent or similar party.

6.     VOTING &
MISCELLANEOUS RIGHTS. Unless an Event of Default has occurred and is continuing, Debtor may exercise any and all rights (including voting rights) with
respect to the Collateral, subject to the terms of this Agreement. If an Event of Default has occurred and is continuing, Secured Party (and only Secured Party) may exercise any and all such rights.

7.     GENERAL
COVENANTS. Debtor agrees that so long as this Agreement remains in effect, it will:

(a)   NOTIFY
SECURED PARTY IN WRITING AT LEAST SIXTY (60) DAYS IN ADVANCE OF:



Debtor
shall in any event keep all Collateral within one or more states of the United States of America.

(b)   Promptly
deliver any cash, securities or other property received with respect to the Collateral, whether as proceeds of the disposition thereof, dividends with respect
thereto, or otherwise, to be held by Secured Party as

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Collateral.
NOTWITHSTANDING THE FOREGOING, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, DEBTOR MAY CONTINUE TO RECEIVE AND RETAIN INTEREST AND REGULAR CASH DIVIDENDS ON THE COLLATERAL.

(c)   Defend
the Collateral against the claims and demands of all persons other than Secured Party and promptly pay all taxes, assessments, and charges upon the Collateral.
Debtor agrees not to sign, file, or authenticate, or authorize or permit the signing, filing or authentication of, any financing statements or other documents creating or perfecting a lien upon or
security interest in any of the Collateral except in favor of Secured Party, or otherwise create, suffer, or permit to exist any liens or security interests upon any Collateral other than in favor of
Secured Party, except tax liens, provided that such liens are removed before related taxes become delinquent.

(d)   Sign,
file, authenticate, and authorize the signing, filing and authenticating of, such financing statements and other documents (and pay the cost of filing and
recording the same in all public offices deemed necessary by Secured Party), and do such other acts, as Secured Party may request to establish and maintain a valid and perfected security interest in
the Collateral free and clear of all other liens and claims, except tax liens, provided that such liens are removed before related taxes become delinquent.

(e)   Keep
at its address for notices set forth above its records concerning the Collateral, which records shall be of such character as will enable Secured Party to determine
at any time the status of the Collateral; and permit Secured Party from time to time to inspect, audit, and make copies of, and extracts from, all records and all other papers in the possession or
control of Debtor pertaining to the Collateral.

(f)    Subject
to the terms of the Credit Agreement, provide to Secured Party from time to time such financial statements of and other information concerning the Collateral,
Debtor, and any Related Party as Secured Party shall reasonably request.

(g)   Except
if and to the extent specifically permitted by this Agreement, not sell, transfer, lease, grant a license or option or similar right with respect to, or otherwise
dispose of, or agree to dispose of, any Collateral.

8.     EVENTS
OF DEFAULT. The occurrence or continuance of any of the following shall constitute an "Event of Default":



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(a)   Notwithstanding
any provision of any document or instrument evidencing or relating to any Liability: (i) upon the occurrence and during the continuance of any
Event of Default specified in subsections (a)-(j) of the Section entitled "EVENTS OF DEFAULT," Secured Party at its option may declare the Liabilities immediately due and payable without notice
or demand of any kind; and (ii) upon the occurrence of any Event of Default specified in subsections (k)-(m) of the Section entitled "EVENTS OF DEFAULT," the Liabilities shall be
immediately and automatically due and payable without action of any kind on the part of Secured Party. Upon the

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occurrence
and during the continuance of any Event of Default, Secured Party may exercise any rights and remedies under this Agreement, any Related Document or other document or instrument (including
any Related Document evidencing Liabilities or pertaining to Collateral), and at law or in equity.

(b)   If
any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default
under the Uniform Commercial Code in effect in Illinois and any State in which any Collateral is located, Secured Party may, in its sole discretion:



(c)   Secured
Party may, by written notice to Debtor, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such
period and subject to such conditions as shall be specified in any such notice. In the case of any such waiver, Secured Party and Debtor shall be restored to their former position and rights
hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event
of Default or Unmatured Event of Default. No failure to exercise, and no delay in exercising, on the part of Secured Party of any right, power or privilege hereunder shall preclude any other or
further exercise thereof or

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the
exercise of any other right, power or privilege. The rights and remedies of Secured Party herein provided are cumulative and not exclusive of any rights or remedies provided by law.

(d)   As
to any Liabilities owed to any Lender, Secured Party shall act as collateral agent for such Lender and shall take or refrain from taking action, and shall distribute
proceeds of Collateral and other amounts recovered hereunder or under any Related Document, between such Lender and Secured Party as they shall from time to time agree. Except as and if required by
law Debtor shall have no obligation or right whatsoever to inquire into any agreements or arrangements between Secured Party and any Lender as to Secured Party's acting as collateral agent for any
Lender.

10.   RIGHTS
OF SECURED PARTY. Without limiting any other rights Secured Party has under the law, Secured Party may, from time to time, at its option (but shall have no duty
to):



Debtor
hereby appoints Secured Party as Debtor's attorney in fact, which appointment is and shall be deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing
and delivering any agreement, document, or instrument, on behalf of Debtor in accordance with this Section. Debtor will reimburse Secured Party for all reasonable expenses so incurred by Secured Party
within 10 business days of receipt of a written request for reimbursement. Amounts unpaid by Debtor after such 10 business day period shall bear interest thereon at a rate per year equal to two
percent (2%) in addition to the Prime Rate until paid.

11.   WAIVER
OF DEFENSES. Debtor irrevocably waives presentment, protest, notice of intent to accelerate, demand, notice of dishonor or default, notice of acceptance of this
Agreement, notice of any loans made, extensions granted or other action taken in reliance hereon, and all other demands and notices of any kind in connection with this Agreement or the Liabilities.

12.   SECURED
PARTY MAY ALSO BE INTERMEDIARY OR TRUSTEE. Debtor hereby irrevocably waives, releases and forever relinquishes any claim or right of any nature whatsoever based
upon the fact that Intermediary or a trustee of any Debtor or Guarantor which is a trust is or may be Secured Party itself or a Secured Party Affiliate, and hereby irrevocably consents to any such
circumstance. The rights and powers of Secured Party shall not in any way be restricted by reason of any such present or future circumstance.

13.   FURTHER
ASSURANCES. Debtor agrees to do (or cause to be done) such further acts and things, and to execute and deliver (or cause to be executed and delivered) such
additional conveyances, assignments, agreements, and instruments, as Secured Party may at any time request in connection with the administration or enforcement of this Agreement or related to the
Collateral or any part thereof or in order better to assure and confirm unto Secured Party its rights, powers and remedies hereunder.

14.   INVESTMENT
DECISIONS. Debtor agrees that, except for a duty of good faith, Secured Party shall have no duty to Debtor with regard to decisions which Secured Party may
make with regard to purchasing, holding or selling Collateral while the same shall be under Secured Party's control.

15.   NOTICES.
All notices, requests and demands to or upon the respective parties hereto shall be deemed to have been given or made five business days after a record has been
deposited in the mail, postage prepaid, or one business day after a record has been deposited with a recognized overnight courier, charges prepaid or to be billed to the sender, or on the day of
delivery if delivered manually with receipt acknowledged, in each case addressed or delivered if to Secured Party to its banking office indicated above (Attention: Banking) and if to

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Debtor
to its address set forth above, or to such other address as may be hereafter designated in writing by the respective parties hereto by a notice in accord with this Section.

16.   MISCELLANEOUS.
This Agreement, the Related Documents, and any document or instrument executed in connection herewith or therewith, unless in each case otherwise
specifically provided therein: (i) shall be governed by and construed in accordance with the internal law of the State of Illinois, except to the extent if any that the Uniform Commercial Code
of the State of Illinois provides for the application of the law of a different State; and (ii) shall be deemed to have been executed in the State of Illinois. This Agreement shall bind Debtor,
its(his)(her) heirs, trustees (including successor and replacement trustees), executors, personal representatives, successors and assigns, as well as all persons and entities who become bound as a
debtor to this Agreement, and shall inure to the benefit of Secured Party, its successors and assigns, except that neither Debtor nor any person or entity who or which becomes bound as a debtor hereto
may transfer or assign any rights or obligations hereunder without the prior written consent of Secured Party. Debtor agrees to pay upon written demand all reasonable expenses (including attorneys'
fees, legal costs and expenses, and time charges of attorneys who may be employees of Secured Party, in each case whether in or out of court, in original or appellate proceedings or in bankruptcy)
incurred or paid by Secured Party or any holder hereof in connection with the enforcement or preservation of its rights hereunder, under any Related Document, or under any document or instrument
executed in connection herewith or therewith.If there shall be more than one person or entity constituting Debtor, each of them shall be primarily, jointly and severally
liable for all obligations hereunder.This Agreement may be executed in two or more counterparts, and (if there is more than one party) by each party on separate counterparts,
each of which shall be deemed an original but which together shall constitute one and the same instrument.

17.   WAIVER
OF JURY TRIAL, ETC. DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY IRREVOCABLY AGREE THAT ALL SUITS, ACTIONS OR OTHER PROCEEDINGS
WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED DOCUMENT SHALL BE SUBJECT TO LITIGATION IN COURTS HAVING SITES WITHIN OR JURISDICTION OVER THE STATE OF ILLINOIS AND
THE COUNTY IN SUCH STATE WHERE THE ABOVE-INDICATED OFFICE OF SECURED PARTY IS LOCATED. DEBTOR AND (BY ITS ACCEPTANCE HEREOF AS PROVIDED BELOW) SECURED PARTY HEREBY CONSENT AND SUBMIT TO THE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN OR HAVING JURISDICTION OVER SUCH COUNTY AND STATE, ANDHEREBY IRREVOCABLY WAIVE ANY RIGHT THEY OR ANY OF THEM MAY
HAVE TO REQUEST OR DEMAND TRIAL BY JURY, TO TRANSFER OR CHANGE THE VENUE OF ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION, OR TO CLAIM THAT ANY
SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NO PARTY HERETO MAY SEEK OR RECOVER PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY PROCEEDING BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
ANY RELATED DOCUMENT.

18.Termination.This Agreement and the assignments, pledges and security interests created or granted by this
Agreement shall create a continuing security interest in the Collateral and shall terminate upon Debtor's satisfaction and compliance with the Leverage/Fixed Charge Requirement (as provided and
defined in the Credit Agreement). Upon written notice from Debtor following such satisfaction and compliance, the Secured Party shall reassign and deliver to the Debtor all Collateral and documents
then in custody or possession, and if requested by the Debtor, shall, at the cost and expense of the Debtor, execute and deliver to the Debtor for recording or filing in each office in which any
assignment or financing statement relative to the Debtor or the agreement relating thereto or any part of the Collateral, shall have been filed or recorded, a termination statement or release under
applicable law (including, if relevant, the UCC) releasing the Secured Party's interest therein, and such other documents and instruments as the Debtor may reasonably request all without recourse to
or warranty whatsoever by the Secured Party and at the cost and expense of the Debtor.

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IN WITNESS HEREOF, the parties hereto have executed this Pledge Agreement as of the date first above written.

|QUIXOTE CORPORATION                                                      | 
|------------------------------------------------------------------------ | 
|By:                                                                      | 
|Name:                                                                    | 
|Title:                                                                   | 
|ACCEPTED:                                                                | 
|THE NORTHERN TRUST COMPANY,
for itself and as Agent on behalf of Lenders | 
|By:                                                                      | 
|Name:                                                                    | 
|Title:                                                                   | 

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EXHIBIT A TO
PLEDGE AGREEMENT EXECUTED BY QUIXOTE CORPORATION ("Debtor")
IN FAVOR OF THE NORTHERN TRUST COMPANY ("Secured Party")

THIS EXHIBIT A CONSISTS OF 1 PAGE

LISTING OF PLEDGED SECURITIES

The $5,500,000 Variable/Fixed Rate Industrial Revenue Bond (Energy Absorption Systems Project) Series 1995, dated March    , 1995,
No. R-1, issued by The Industrial Development Board of the City of Pell City.

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COLLATERAL ASSIGNMENT OF
RIGHTS UNDER PARENT GUARANTY

THIS COLLATERAL ASSIGNMENT OF RIGHTS UNDER PARENT GUARANTY, dated as of June 30, 2004, is made by QUIXOTE CORPORATION, a Delaware corporation, with its
chief executive office at 35 East Wacker Drive, Chicago, Illinois 60601 ("Assignor"), in favor of THE NORTHERN TRUST COMPANY, as Agent for the Lenders 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.    The
Assignor and the 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 (the "Credit Agreement"), pursuant to which Credit Agreement the Lenders have made, (i) Revolving Loans to the Assignor evidenced by certain Revolving Notes, dated as of May 16,
2003, in the maximum aggregate principal amount of Fifty Million Dollars and 00/100 ($50,000,000), executed by the Assignor and made payable pro rata to the order of the Lenders and (ii) Term
Loans to the Assignor evidenced by certain Term Notes, dated as of May 16, 2003, in the aggregate principal amount of Twenty Million Dollars and 00/100 ($20,000,000), executed by the Assignor
and made payable pro rata to the order of the Lenders.

B.    In
connection with the Credit Agreement, the Subsidiary Guarantors, as defined in the Credit Agreement, executed and delivered to the Assignee, as a condition to the
Credit Agreement, that certain Subsidiary Guaranty, dated as of May 16, 2003, in favor of the Administrative Agent for the ratable benefit of the Lenders (the "Subsidiary Guaranty").

C.    Assignor
is the owner of that certain $5,500,000 Variable/Fixed Rate Industrial Revenue Bond (Energy Absorption Systems Project) Series 1995 (the "Bond") issued by
the Industrial Development Board of the City of Pell City ("Board") for the purposes of financing a portion of the costs of acquiring, constructing and equipping an expansion and certain improvements
to an existing manufacturing facility (the equipment, personal property and land or which the facility is located in Alabama, herein called the "Project").

D.    Energy
Absorption Systems (AL) LLC ("Energy Absorption LLC"), a Guarantor and Subsidiary of Borrower is a party to that Assignment and Assumption of Lease
Agreement, dated December 31, 2002, between Energy Absorption Systems, Inc. and Energy Absorption LLC (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 Board and Energy Absorption Systems Inc. (the
"Lease").

WHEREAS,
pursuant to the terms of the Guaranty Agreement, dated as of March 1, 1995 (the "Parent Guaranty"), Assignor has guaranteed in favor of the Trustee, for the benefit of
the Bondholder, all of the Obligations of Energy Absorption LLC under the Lease.

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:



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IN WITNESS HEREOF, Assignor has executed this Collateral Assignment as of the date first written above.

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

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