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                                QUIXOTE CORPORATION
                          1991 DIRECTOR STOCK OPTION PLAN
                              AMENDED AUGUST 21, 1998


     1.   PURPOSE

     This Stock Option Plan (the "Plan") is intended as an incentive to 
encourage stock ownership by certain Directors of QUIXOTE CORPORATION (the 
"Corporation") so that they may acquire or increase their proprietary 
interest in the success of the Corporation and to encourage them to continue 
to render their services to the Corporation as Directors. It is further 
intended that options granted pursuant to this Plan may constitute "incentive 
stock options" within the meaning of Section 422A of the Internal Revenue 
Code, as amended (the "Code"), if they satisfy the various requirements 
specified under Code Sec. 422A. Otherwise, options granted pursuant to this 
Plan shall be "nonqualified stock options".

     2.   ADMINISTRATION

     The Plan shall be administered by a committee appointed by the Board of 
Directors of the Corporation (the "Committee"). The Committee shall consist 
of all members of the Corporation's Board of Directors unless the Board 
adopts a resolution naming other individuals to serve on the Committee. The 
Board of Directors may from time to time remove members from, or add members 
to, the Committee. Vacancies on the Committee, howsoever caused, shall be 
filled by the Board of Directors. The Committee shall select one of its 
members as Chairman and shall hold meetings at such times and places as it 
may determine. A majority of the Committee at which a quorum is present, or 
acts reduced to or approved in writing by a majority of the members of the 
Committee, shall be the valid acts of the Committee. The Committee shall from 
time to time at its discretion recommend to the Board of Directors with 
respect to the Directors who shall be granted options and the amount of stock 
to be optioned to each.

     The interpretation and construction by the Committee of any provisions 
of the Plan or of any option granted under it shall be final unless otherwise 
determined by the Board of Directors. No member of the Board of Directors or 
the Committee shall be liable for any action or determination made in good 
faith with respect to the Plan or any option granted under it.

     3.   ELIGIBILITY

     The persons who shall be eligible to receive options shall be Directors 
of the Corporation as the Board of Directors shall select from time to time 
from among those nominated by the Committee, provided however, that only 
Directors who are also employees of the Corporation shall be eligible to 
receive "incentive stock options" under this Plan. An optionee may hold more 
than one option, but only on the terms and subject to the restrictions 
hereafter set forth. No person shall be eligible to receive an option for a 
larger number of shares of stock than is recommended for him by the 
Committee, and in no event shall any optionee in any calendar year receive 
options under this Plan for stock with an aggregate fair market value 
(determined at the time of the grant of the option) in excess of the 
limitations set forth in Section 5(b) of the Plan. The number of shares of 
stock with respect to which


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option rights under the Plan may be granted to any individual during the term 
of the Plan shall not exceed 90,000 shares, subject to adjustment as provided 
in Section 5(g) of the Plan.

     4.   STOCK

     The stock subject to options under the Plan shall be shares of the 
Corporation's authorized but unissued or reacquired $.01-2/3 par value common 
stock, hereafter sometimes called Common Stock. The aggregate number of 
shares that may be issued under options shall not exceed 539,445 shares of 
Common Stock. The limitations established by each of the preceding sentences 
shall be subject to adjustment as provided in Section 5(g) of the Plan.

     In the event that any outstanding option under the Plan for any reason 
expires or is terminated, the shares of Common Stock allocable to the 
unexercised portion of such option may again be subjected to an option under 
the Plan.

     5.   TERMS AND CONDITIONS OF OPTIONS

     Stock options granted under the Plan shall be authorized by the Board of 
Directors and shall be evidenced by agreements in such form as the Committee 
shall from time to time recommend and the Board of Directors shall from time 
to time approve, which agreements shall comply with and be subject to the 
following terms and conditions:

          (a)  OPTIONEE'S AGREEMENT

          Each optionee shall agree to render to the Corporation his services 
as a Director (1) for a period of one year from the date of the option, or 
(2) until his death, whichever first occurs, but such agreement shall not 
impose upon the Corporation any obligation to retain the optionee in any 
capacity for any period; provided, however, the agreement shall permit an 
optionee to exercise the option after a "change of control" (as defined at 
Section 5(g)) notwithstanding the optionee's failure to have served as a 
Director for one year from the date of grant.

          (b)  NUMBER OF SHARES

          Each option shall state the number of shares to which it pertains. 
Options granted under this Plan may be considered "incentive stock options" 
as defined in Code Sec. 422A to the extent that the aggregate fair market 
value of stock (determined at the time the option is granted) with respect to 
which any such option is exercisable for the first time in a calendar year is 
not more than $100,000.

          (c)  OPTION PRICE

          Each option shall state the option price, which shall be not less 
than 100% of the current market price of the shares of Common Stock of the 
Corporation on the date of the granting of the option; provided, that in the 
event an optionee owns stock representing more than ten percent of the voting 
power or value of the stock of the Corporation on the date of grant, the 
option price of an option which is intended to qualify as an "incentive stock 


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option" shall not be less than 110% of the current market price of the shares 
on the date of grant. The current market price of the Common Stock at any 
date shall be deemed to be the average of the daily closing prices for the 
thirty (30) consecutive business days before the date in question. The 
closing price for each day shall be the last reported sale price determined 
in the regular way or, in case no such reported sale takes place on such day, 
the average of the last reported bid and asked prices determined in the 
regular way, in either case on the principal national securities exchange on 
which the Common Stock is admitted to trading or listed, or if not listed or 
admitted to trading on any national securities exchange, the average of 
highest reported bid and lowest reported asked prices as reported by NASDAQ 
or other similar organization if NASDAQ is no longer reporting such 
information, or if not so available, the fair market price as determined by 
the Board of Directors.  Subject to the foregoing, the Board of Directors and 
the Committee shall have full authority and discretion in fixing the option 
price and be fully protected in doing so.

          (d)  MEDIUM AND TIME OF PAYMENT

          The option price is to be paid in full in United States dollars 
upon the exercise of the option and may be paid in cash or by check, or with 
the approval of the Committee, by the optionee tendering to the Corporation 
shares of common stock of the Corporation owned by him and having a fair 
market value (determined at the time the Corporation receives written notice 
of the optionee's election to exercise the option) equal to the aggregate 
exercise price of the options being exercised. With the approval of the Board 
of Directors, the optionee may borrow from the Corporation all or any portion 
of the funds needed to pay the option price on such terms and conditions as 
the Committee deems appropriate, provided that: (1) the interest rate for any 
such loan by the Corporation shall not be less than the "applicable federal 
rate" (as defined by Code Section 1274(d)(1)(A) in effect on the date of such 
loan or any other rate as necessary to avoid the imputation of interest under 
the Code or other applicable law, (2) proceeds of the loan are used solely to 
pay the exercise price of an option granted pursuant to this Plan, and (3) 
the optionee executes a promissory note and such other documents as the 
Committee deems appropriate to evidence the optionee's indebtedness to the 
Corporation.

          (e)  TERM AND EXERCISE OF OPTIONS

          Subject to this Section 5(e) and Sections 5(f) and 5(g) of this 
Plan, no option shall be exercised either in whole or in part prior to twelve 
months from the date it is granted. Subject to the right of cumulation 
provided in this Section 5(e), each option granted pursuant to the Plan shall 
be exercisable to the extent provided for in the agreement between the 
Corporation and each optionee as determined by the Committee in its 
discretion. The Committee may provide, however, for the exercise of options 
after the initial twelve month period, either as to an increased percentage 
of shares per year or as to all remaining shares, if the optionee shall, with 
the approval of the Corporation, retire as a Director of the Corporation. To 
the extent not exercised, installments shall accumulate and be exercisable, 
in whole or in part, in any subsequent period, prior to the expiration of the 
term described in the next sentence of this Section 5(e). No option shall be 
exercisable after the expiration of ten years from the date it is granted, 
provided that in the event the optionee owned stock representing more than 
ten


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percent (10%) of the voting power or value of the stock of the Corporation on 
the date the option was granted, any option which is intended to qualify as 
an "incentive stock option" must be exercised within five (5) years from the 
date of grant. During the optionee's lifetime, the options granted under this 
Plan may be exercised only by him.

          (f)  DEATH OF OPTIONEE AND TRANSFER OF OPTION

          If the optionee shall die and shall not have fully exercised the 
option, the entire unexercised portion of the option may be exercised within 
one year from the date of the optionee's death by the executors or 
administrators of the optionee or by any person or persons who shall have 
acquired the option directly from the optionee by bequest or inheritance, 
subject to the condition that no option shall be exercisable after the 
expiration of ten years (five years for an option which is intended to 
qualify as an "incentive stock option" to an optionee who owned more than ten 
percent of the value or voting power of the stock of the Corporation on the 
date of grant) from the date it is granted.

          No option shall be assignable or transferable by the optionee 
otherwise than by will or the laws of descent and distribution.

          (g)  RECAPITALIZATION

          Subject to any required action by the stockholders, the number of 
shares of Common Stock covered by each outstanding option, and the price per 
share thereof in each such option, shall be proportionately adjusted for any 
increase or decrease in the number of issued shares of Common Stock of the 
Corporation resulting from a subdivision or consolidation of shares or the 
payment of a stock dividend (but only on the Common Stock) or any other 
increase or decrease in the number of such shares effected without receipt of 
consideration by the Corporation.

          Subject to any required action by the stockholders, if the 
Corporation shall be the surviving corporation in any merger or 
consolidation, each outstanding option shall pertain to and apply to the 
securities to which a holder of the number of shares of Common Stock subject 
to the option would have been entitled. A dissolution or liquidation of the 
Corporation, or a merger or consolidation in which the Corporation is not the 
surviving corporation, or a change in control of the Corporation, as defined, 
shall cause each optionee to have the right to exercise his option in whole 
or in part, notwithstanding the provisions of Section 5(e) above:  (i) 
immediately prior to such dissolution or liquidation or merger or 
consolidation in which the Corporation is not the surviving corporation, and 
thereafter; or (ii) after such change of control.

          "Change of control" of the Corporation shall mean a change in 
control of a nature that would be required to be reported in response to Item 
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities 
Exchange Act of 1934, as amended ("Exchange Act"); provided that, without 
limitation, such a change in control shall be deemed to have occurred if (i) 
any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange 
Act) is, or becomes, the "beneficial owner" (as defined in Rule 13d-3 under 
the Exchange Act), directly or indirectly, of securities of the Corporation 


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representing twenty percent (20%) or more of the combined voting power of the 
Corporation's then outstanding securities; or, (2) during any period of two 
consecutive years, individuals who at the beginning of such period constitute 
all members of the Board of Directors of the Corporation who are not employed 
by the Corporation (the "Outside Directors") shall cease for any reason to 
constitute at least a majority of the Outside Directors unless the election 
of each Outside Director, who was not an Outside Director at the beginning of 
the period, was approved by a vote of at least two-thirds (2/3) of the 
Directors then still in office who were Directors at the beginning of the 
period; or, (3) there shall be consummated (A) any consolidation or merger of 
the Corporation in which the Corporation is not the continuing or surviving 
corporation or pursuant to which shares of the Corporation's Common Stock 
would be converted into cash, securities or other property, other than a 
merger of the Corporation in which the holders of the Corporation's Common 
Stock immediately prior to the merger have the same proportionate ownership 
of common stock of the surviving corporation immediately after the merger, or 
(B) any sale, lease, exchange or other transfer (in one transaction or a 
series of related transactions) of all, or substantially all, of the assets 
of the Corporation or, (4) the stockholders of the Corporation approve a plan 
or proposal for the liquidation or dissolution of the Corporation.

          To the extent that the foregoing adjustments relate to stock or 
securities of the Corporation, such adjustments shall be made by the 
Committee, whose determination in that respect shall be final and binding and 
conclusive; provided that each option granted pursuant to this Plan which 
could qualify as an "incentive stock option" shall not be adjusted in a 
manner that causes the option to fail to continue as an "incentive stock 
option" within the meaning of Code Section 422A.

          Except as hereinbefore expressly provided in this Section 5(g), the 
optionee shall have no rights by reason of any subdivision or consolidation 
of shares of stock of any class or the payment of any stock dividend or any 
other increase or decrease in the number of shares of stock of any class or 
by reason of any change of control, dissolution, liquidation, merger, or 
consolidation or spin-off of assets or stock of another corporation, and any 
issue of the Corporation of shares of stock of any class, or securities 
convertible into shares of stock of any class, shall not affect, and no 
adjustment by reason thereof shall be made with respect to, the number or 
price of shares of Common Stock subject to the option.

          The grant of an option pursuant to the Plan shall not affect in any 
way the right or power of the Corporation to make adjustments, 
reclassifications, reorganizations or changes of its capital or business 
structure or to merge, consolidate, dissolve, liquidate, sell, or transfer 
all or any part of its business or assets.


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          (h)  RIGHTS AS A STOCKHOLDER

          An optionee or a transferee of an option shall have no rights as a 
stockholder with respect to any shares covered by his option until the date 
of the issuance of a stock certificate to him for such shares. No adjustment 
shall be made for dividends (ordinary or extraordinary, whether in cash, 
securities or other property) or distributions or other rights for which the 
record date is prior to the date such stock certificate is issued, except as 
provided in Section 5(g) hereof.

          (i)  MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS

          Subject to the terms and conditions and within the limitations of 
the Plan, the Committee, with the approval of the Board of Directors, may 
modify, extend or renew outstanding options granted under the Plan, or accept 
the surrender of outstanding options (to the extent not theretofore 
exercised) and authorize the granting of new options in substitution therefor 
(to the extent not theretofore exercised). The Board of Directors shall not, 
however, modify any outstanding options so as to specify a lower price or 
accept the surrender of outstanding options and authorize the granting of new 
options in substitution therefor specifying a lower price. Notwithstanding 
the foregoing however no modification of an option shall, without the consent 
of the optionee, alter or impair any rights or obligations under any option 
theretofore granted under the Plan.

          (j)  INVESTMENT PURPOSE

          Each option under the Plan shall be granted on the condition that 
the stock purchased shall be held for investment purposes, and not with a 
view to resale or distribution except that in the event the stock subject to 
such option is registered under the Securities Act of 1933, as amended, or in 
the event a resale of such stock without such registration would otherwise be 
permissible, such condition shall be inoperative if in the opinion of counsel 
for the Corporation such condition is not required under the Securities Act 
of 1933 or any other applicable law, regulation, or rule of any governmental 
agency.

          (k)  OTHER PROVISIONS

          The option agreements authorized under the Plan shall contain such 
other provisions, including, without limitation, restrictions upon the 
exercise of the option, as the Committee and the Board of Directors of the 
Corporation shall deem advisable.

     6.   TERM OF PLAN

     Options may be granted under the Plan from time to time within a period 
of ten years from the date the Plan is adopted, or the date the Plan is 
approved by the Stockholders, whichever is earlier.


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     7.   INDEMNIFICATION OF COMMITTEE

     In addition to such other rights of indemnification as they may have as 
Directors or as members of the Committee, the members of the Committee shall 
be indemnified by the Corporation against the reasonable expenses, including 
attorneys' fees actually and necessarily incurred in connection with the 
defense of any action, suit or proceeding, or in connection with any appeal 
therein, to which they or any of them may be a party by reason of any action 
taken or failure to act under or in connection with the Plan or any option 
granted thereunder, and against all amounts paid by them in settlement 
thereof (provided such settlement is approved by independent legal counsel 
selected by the Corporation) or paid by them in satisfaction of a judgment 
except in relation to matters as to which it shall be adjudged in such 
action, suit or proceeding that such Committee member is liable for 
negligence or misconduct in the performance of his duties; provided that 
within sixty (60) days after institution of any such action, suit or 
proceeding a Committee member shall in writing offer the Corporation the 
opportunity at its own expense, to handle and defend the same.

     8.   AMENDMENT OF THE PLAN

     Upon recommendation of the Committee, the Board of Directors of the 
Corporation may, insofar as permitted by law, from time to time, with respect 
to any shares at the time not subject to options, suspend or discontinue the 
Plan or revise or amend it in any respect whatsoever except that without 
approval of the stockholders, no such revision or amendment shall change the 
number of shares subject to the Plan, change the designation of the 
individuals eligible to receive options, decrease the price at which options 
may be granted, remove the administration of the Plan from the Committee, or 
extend the period during which options may be granted.

     The Board of Directors of the Corporation shall, from time to time, 
revise, modify, or amend the Plan, in part or in total, without approval of 
the stockholders, as may be necessary to satisfy the requirements of the Code 
such that certain stock options which are granted under the Plan may qualify 
as "incentive stock options" as defined in Code Section 422A and any 
amendments or revisions thereof.

     9.   APPLICATION OF FUNDS

     The proceeds received by the Corporation from the sale of Common Stock 
pursuant to options will be used for general corporate purposes.

     10.  NO OBLIGATION TO EXERCISE OPTION

     The granting of an option shall impose no obligation upon the optionee 
to exercise such option.


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Date Plan was adopted by Board of Directors:  August 19, 1991

Date Plan was approved by Stockholders:  November 19, 1991

Date Plan was amended by Board of Directors:  June 25, 1997

Date Plan was amended by Board of Directors:  August 28, 1997

Date amended Plan was approved by Stockholders: November 19, 1997

Date Plan was amended by the Board of Directors: August 21, 1998

Date amended Plan was approved by Stockholders: _________, 1998


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