**Exhibit10(p)**

**ASSETPURCHASE AGREEMENT**

THIS ASSETPURCHASE AGREEMENT (“Agreement”) is made June 22, 2006, by and between NationalSignal, Inc., a California corporation (“Purchaser”), and U.S. TrafficCorporation, a Delaware corporation (“Seller”).

R E C I T A L S

A.                                   Selleris engaged, among other things, in the manufacture and sale of portable,changeable message signs, arrow boards, radar trailers and other miscellaneousportable traffic-related signage (“PCMS”) and lighting products (“Lighting”)(PCMS and Lighting collectively, the “Product Line”).

B.                                     Sellerdesires to sell to Purchaser, and Purchaser desires to purchase from Seller,certain of Seller’s assets used primarily in or related primarily to theProduct Line, on the terms contained in this Agreement.

A G R E E M E N T S

Therefore, forgood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:

1.                                       Agreementto Purchase and Sell.  On the termscontained in this Agreement, at the Closing (as herein defined) Purchaser shallpurchase from Seller, and Seller shall sell to Purchaser, all of Seller’sright, title and interest in certain of Seller’s rights and assets usedexclusively in or held in connection with and/or relating primarily to theProduct Line (the “Purchased Assets”), free and clear of any liens, claims,encumbrances or security interests (collectively, “Claims”), exclusive of theExcluded Assets (as herein defined) and shall include the following assets ofSeller which are used primarily in or relate primarily to the Product Line:

(a)                                  Theinventory of packaging supplies, purchased parts, raw materials, work inprocess and finished goods (“Inventory”), including without limitation, theInventory listed in Exhibit A hereto;

(b)                                 Thefurniture, fixtures, equipment, tools, dies, jigs, patterns, molds and othertangible personal property located at Seller’s facilities in Santa Fe Springs,California, Salt Lake City, Utah or Tecate, Mexico (the “Equipment”), includingwithout limitation the items of Equipment listed on Exhibit B and the moldslisted on Exhibit B-1 hereto;

(c)                                  Thetrademarks, trademark applications, trade names, service marks, patents, patentapplications and copyrights relating primarily to the Product Line, including, withoutlimitation, the names “Display Solutions,” “National Signal,” “Nu-Art,”“Holcor,” and “Intermark” (the “Intellectual Property”) that are identified onExhibit C, all goodwill associated 

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with the IntellectualProperty and other intangible property rights associated therewith and allclaims for past infringement thereof; all proprietary unpatented know-how andmethods utilized to produce the products of the Product Line, and allengineering drawings, Gerber files, software and related source code that areidentified as Exhibit C;

(d)                                 Thecontracts and agreements listed on Exhibit D hereto (the “Contracts”);

(e)                                  Thepurchase orders listed on Exhibit E hereto, except any purchase orders thatrequire purchases of components that will not be used within one year in theordinary course of business (the “Purchase Orders”);

(f)                                    Thesales orders and sales contracts listed on Exhibit F hereto (the “SalesOrders”);

(g)                                 Thecustomer lists, records and information, and all other books and records; and

(h)                                 Theclaims and rights (and benefits arising therefrom) with or against all personswhomsoever, including all rights against suppliers under warranties coveringany of the Inventory or Equipment.

2.                                       ExcludedAssets.  Seller shall retain thefollowing assets (the “Excluded Assets”), which shall not be Purchased Assetsunder this Agreement:  (a) all assets ofSeller which are not specifically identified in Section 1 as being PurchasedAssets; (b) all accounts receivable resulting from sales of products of theProduct Line prior to Closing; (c) all accounts payable resulting fromoperations of the Product Line prior to Closing; (d) the “U.S. Traffic” nameand mark; (e) Seller’s corporate name; (f) Seller’s documents relating to theorganization, maintenance and existence of Seller as a corporation, includingwithout limitation Seller’s corporate charter, by-laws, minute and stockrecords, corporate seal; qualifications to conduct business as a foreigncorporation, arrangements with registered agents, taxpayer and other identificationnumbers; (g) Seller’s insurance policies in effect on the Closing Date; and (h)all cash, cash equivalents and investments.

3.                                       Liabilities.

(a)                                  Onthe terms and subject to the conditions contained in this Agreement, at theClosing, Purchaser assumes and agrees to discharge and perform when due all liabilitiesof Seller under the Contracts, Purchase Orders and Sales Orders, to the extentsuch liabilities relate to performance after the Closing Date and all productwarranty and return claims assumed by Purchaser pursuant to Section 9(f) (the“Assumed Liabilities”).

(b)                                 Otherthan as set forth in Section 3(a) above, Seller shall retain and Purchasershall not assume, and nothing contained in this Agreement shall be construed asan assumption by Purchaser of any liabilities, obligations or undertakings ofSeller of any nature whatsoever, whether accrued, absolute, fixed orcontingent, known or unknown, due or to become due, unliquidated orotherwise.  Seller shall be responsiblefor all of the liabilities, obligations and undertakings of Seller which arenot Assumed Liabilities pursuant to Section 3(a) above, and such liabilitiesshall remain the sole liabilities of Seller, and Purchaser does not

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assume and shall not beresponsible for, and shall not otherwise bear the economic burden of, any otherliabilities of Seller, including liabilities for accounts payable, accruedexpenses,  taxes, indebtedness forborrowed money, or violations of or obligations under law (includingenvironmental matters) or otherwise (the “Excluded Liabilities”).  Seller agrees to discharge and perform infull when due, all of the Excluded Liabilities.

4.                                       PurchasePrice.  The aggregate purchase priceof the Purchased Assets (the “Purchase Price”) is One Million Five Hundred ThousandDollars ($1,500,000).  The Purchase Priceshall be allocated among the Purchased Assets in the manner required by Section1060 of the Internal Revenue Code of 1986, as amended, in accordance withExhibit G.  Purchaser shall pay thePurchase Price by wire-transfer of immediately available funds to such bankaccount as Seller shall specify by written notice delivered on or prior to theClosing Date.

5.                                       Timeand Place of Closing.  Thetransactions contemplated by this Agreement shall be consummated (the“Closing”) at 10:00 a.m., prevailing business time, at the offices of Holland& Knight LLP, 131 S. Dearborn Street, Chicago, Illinois 60603, and remotelyat such other offices and locations as may be suited by delivery by facsimileor overnight courier, on the date hereof (the “Closing Date”).  The Closing shall be deemed to be effectivefor all purposes as of the commencement of business on June 22, 2006.

At the Closing,Seller shall deliver the Purchased Assets to Purchaser, Purchaser shall confirmreceipt of the Purchased Assets and Seller shall confirm receipt of thePurchase Price.  At the Closing, theSeller and the Purchaser shall execute and deliver:

(a)                                  a Sublease of approximately 57,000 square feet of the Seller’s facilities at9603 John Street, Santa Fe Springs, California in the form substantiallysimilar to Exhibit H (the “Santa Fe Springs Sublease”);

(b)                                 aSublease of approximately 2,000 square feet of the Seller’s facilities at 3612West 2100 South Street, Salt Lake City, Utah in the form substantially similarto Exhibit I (the “Salt Lake City Sublease,” and together with the Santa FeSprings Sublease, the “Subleases”)

(c)                                  aTransition Services Agreement in the form substantially similar to Exhibit J(the “Transition Services Agreement”).

6.                                       Purchaser’sRepresentations and Warranties. Purchaser represents and warrants to Seller that:

(a)                                  Corporate.  Purchaser is a corporation duly organized,validly existing and in good standing under the laws of California.

(b)                                 Powerand Authority.  Purchaser has fullcorporate power and authority to enter into and perform (i) this Agreement,(ii) the Sublease, and (iii) the Transition Services Agreement.  This Agreement, the Sublease and theTransition Services Agreement have been duly executed and delivered by a dulyauthorized officer or manager of Purchaser. Neither the execution and delivery of this Agreement, the Sublease, andthe Transition Services Agreement by Purchaser, nor the consummation byPurchaser of the transactions contemplated hereby, will 

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conflict with or resultin a breach of any of the terms, conditions or provisions of Purchaser’sArticles of Incorporation or by-laws, or of any statute or administrativeregulation, or of any order, writ, injunction, judgment or decree of any courtor governmental authority or of any arbitration award.

(c)                                  Consents.  No consent, authorization, order or approvalof, or filing or registration with, any governmental authority or other person,organization or association is required for the execution and delivery byPurchaser of this Agreement, the Sublease and the Transition Services Agreement,and the consummation by Purchaser of the transactions contemplated by thisAgreement.

7.                                       Representationsand Warranties of Seller.  Sellerrepresents and warrants to Purchaser that:

(a)                                  Corporate.  Seller is a corporation duly organized,existing and in good standing, under the laws of the State of Delaware.  Seller has all necessary corporate power andauthority and all authorizations, licenses, permits and certificationsnecessary to manufacture and sell the Product Line in the manner in which theProduct Line is presently being manufactured and sold.  Seller has qualified as a foreigncorporation, and is in good standing, under the laws of the States ofCalifornia and Utah, and all other jurisdictions where the nature of theProduct Line or the nature or location of the assets of the Product Linerequires such qualification.

(b)                                 Powerand Authority.  Seller has full power andauthority to enter into and perform this Agreement, the Sublease and theTransition Services Agreement.  ThisAgreement, the Sublease and the Transition Services Agreement have been dulyexecuted and delivered by a duly authorized officer of Seller.  Neither the execution and delivery of thisAgreement, the Sublease and the Transition Services Agreement by Seller, northe consummation by Seller of the transactions contemplated hereby, willconflict with or result in a breach of (i) any of the terms, conditions orprovisions of Seller’s Certificate of Incorporation or By laws, (ii) of anystatute or administrative regulation, or of any order, writ, injunction,judgment or decree of any court or any governmental authority or of anyarbitration award, (iii) constitute a default under, result in the accelerationof, create in any party the right to accelerate, terminate, modify or cancel,or require any notice under any agreement, contract, lease, license, instrumentor other arrangement to which the Seller is a party or by which it is bound orto which any of its assets is subject, or (iv) result in the imposition of anysecurity interest, lien, claim or other encumbrance upon any of the PurchasedAssets.

(c)                                  Consents.   Except with respect to Seller’s lender andSeller’s landlord, no consent, authorization, order or approval of, or filingor registration with, any governmental authority or other person, organizationor association is required for the execution and delivery by Seller of thisAgreement, the Sublease and the Transition Services Agreement and theconsummation by Seller of the transactions contemplated by this Agreement, theSublease and the Transition Services Agreement.

(d)                                 Equipment.  The Equipment constitutes all tangiblepersonal property necessary in order for Seller to manufacture products of theProduct Line in the manner in which 

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Seller has done so in thepast.  All Equipment is in reasonableoperating condition and repair (ordinary wear and tear excepted).

(e)                                  Titleto Assets.  Subject to the liens ofSeller’s lender which will be released at Closing, Seller has good andmarketable title to the Purchased Assets, free and clear of any Claims, and nounreleased mortgage, trust deed, chattel mortgage, security agreement,financing statement or other instrument encumbering any of the Purchased Assetshas been recorded, filed, executed or delivered.

(f)                                    Contracts.  The Contracts, Purchase Orders and SalesOrders constitute all of the contracts and agreements between Seller and anyother party which relate to the manufacture or sale of the products of theProduct Line.  Except as set forth onSchedule 7(f), the Contracts, Purchase Orders and Sales Orders are legal and infull force and binding upon the parties thereto, and the Contracts, PurchaseOrders and Sales Orders will continue to be legal, binding and in full forceand effect on identical terms immediately after the Closing Date.  No default by Seller has occurred thereunderand, to the best of Seller’s knowledge, no default by the other contractingparties has occurred thereunder.  ToSeller’s knowledge, no event, occurrence or condition exists which, with thelapse of time, the giving of notice, or both, or the happening of any furtherevent or condition, would become a default by Seller thereunder.  Complete and accurate copies of allContracts, Purchase Orders and Sales Orders have previously been delivered toPurchaser.

(g)                                 Conflicts.Subject to the liens of Seller’s lender which will be released at Closing andreceipt of Seller’s landlord’s consent, Seller is not a party to, or bound by,any unexpired, undischarged or unsatisfied written or oral contract, agreement,indenture, mortgage, debenture, note or other instrument under the terms ofwhich performance by Seller according to the terms of this Agreement will be adefault or an event of acceleration, or whereby timely performance by Selleraccording to the terms of this Agreement may be prohibited, prevented ordelayed.

(h)                                 TaxMatters.  Seller has filed all taxreturns that it was required to file and all such tax returns were correct andcomplete in all material respects.  Alltaxes owed by Seller have been paid. There are no liens or security interests on any of the assets of theSeller that arose in connection with any failure to pay any tax.  The Seller has withheld and paid all taxesthat the Seller is required to withhold and pay in connection with amounts paidor owing to any employee, independent contractor, creditor, or other thirdparty.

(i)                                     IntellectualProperty.  Seller owns or has the rightto use pursuant to license, sublicense agreement, or permission allintellectual property necessary for the operation of the Product Line aspresently conducted, and Seller has taken all necessary action to maintain andprotect each item of intellectual property that it owns or uses in connectionwith the Product Line.  To its knowledge,Seller has not interfered with, infringed upon, misappropriated, or otherwisecome into conflict with any intellectual property rights of third parties, andSeller has not received any charge, complaint, claim, demand, or noticealleging any such interference, infringement, misappropriation, or violation(including any claim that Seller must license or refrain from using anyintellectual property rights of any third party) that has not previously beenresolved.  To Seller’s knowledge, nothird party has interfered with, infringed upon, 

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misappropriated, orotherwise come into conflict with any intellectual property rights of Sellerwith respect to the Product Line.  ToSeller’s knowledge, none of the intellectual property will interfere with,infringe upon, misappropriate, or otherwise come into conflict with, anyintellectual property rights of third parties as a result of the continuedoperation of its Product Line as presently conducted.  Sellers owns or has the right to use pursuantto license, sublicense, agreement or permission all Intellectual Propertyidentified on Exhibit C.  Except as setforth on Schedule 7(i), each item of Intellectual Property owned or used bySeller immediately prior to the Closing Date will be owned or available for useby the Purchaser on identical terms and conditions immediately subsequent tothe Closing Date hereunder.

(j)                                     ProductWarranty.  No product of the Product Linemanufactured, sold, leased, or delivered by Seller is subject to any guaranty,warranty, or other indemnity beyond the applicable standard terms andconditions of sale or lease of Seller. Seller has made available to Purchaser copies of the standard terms and conditionsof sale or lease used by Seller (containing applicable guaranty, warranty, andindemnity provisions) in the Product Line.

(k)                                  ProductLiability; Product Safety.  Except as setforth on Schedule 7(k), Seller has not been notified, nor is it aware of anyliability arising out of any death or injury to individuals or damage toproperty as a result of the ownership, possession, or use of any productmanufactured, sold, leased, or delivered, or any service provided, by Sellerwith respect to the Product Line.  Sellerhas not been required to file any notification or other report with or provideinformation to any product safety agency, commission, board or othergovernmental authority of any jurisdiction concerning actual or potentialhazards with respect to any product manufactured or sold by Seller with respectto the Product Line.  To the best ofSeller’s knowledge, each product manufactured, distributed or sold by Seller inthe conduct of the Product Line complies in all material respects with all productsafety standards of each applicable product safety agency, commission, board orother governmental authority.

(l)                                     EmployeeBenefits.  Seller has provided Purchaserwith a description of each employee benefit plan that Seller maintains or towhich Seller contributes for the benefit of any current employee of Seller withrespect to the Product Line.  Seller hasno obligation to contribute to any multiemployer benefit plan.  Seller has complied with all HIPAA requirements.

(m)                               Environmental,Health and Safety.  Seller has compliedwith all environmental laws, and no action has been filed or commenced againstit alleging any violation of any environmental law.  Seller has obtained and is in compliance inall material respects with all of the terms and conditions of all permits,licenses, and other authorization which are required under, and has complied inall material respects with all other limitations, restrictions, conditions,standards, prohibitions, requirements, obligations, schedules, and timetableswhich are contained in, all environmental laws. Seller has no environmental liabilities, and there are no conditions orcircumstances which might reasonably result in any environmental liabilities,including any environmental liabilities with respect to:  (i) noncompliance with any applicableenvironmental laws, or (ii) the presence or release or threatened release ofany hazardous materials, or (iii) personal injury, wrongful death, or othertortious conduct relating specifically to any hazardous materials used,manufactured, sold, or disposed of by or on behalf of seller.  Seller has complied in all materialsrespects, and is currently in compliance in all material respects with, alllegal requirements relating to public health and safety, and worker health and

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safety (including,without limitation, the Occupational Safety and Health Act).  Seller has provided Purchaser the opportunityto review all documentary information in its possession or control regardingenvironmental liabilities associated with the Product Line.  To Seller’s knowledge, the Santa Fe Springsand the Salt Lake City facilities of Seller are currently, and at all timesduring the Seller’s possession and/or operations at these facilities have been,in compliance and in all material respects with all applicable environmental laws.

(n)                                 Suppliers.  The Seller currently is not in dispute withany current or former supplier of merchandise relating to the Product Line.

(o)                                 Litigation.  Except as set forth at Schedule 7(o), noaction, suit, or proceeding is pending or, to the Seller’s knowledge,threatened against the Seller before any court or quai-judicial oradministrative agency of any federal, state, local, or foreign jurisdictionwherein an unfavorable injunction, judgment, order, decree, ruling, or chargewould (i) prevent consummation of any of the transactions contemplated by thisAgreement, (ii) cause any of the transactions contemplated by this Agreement tobe rescinded following consummation, or (iii) affect adversely the right of thePurchaser to own the Purchased Assets. Except as set forth at Schedule 7(o), the Seller has no reason tobelieve that any such action, suit, proceeding, hearing, or investigation maybe brought or threatened against the Seller.

(p)                                 LegalCompliance.  The Seller has complied inall material respects with all laws applicable to the Seller, and the Sellerhas not received any notice of any violation of any applicable federal, state,or local statute, law, or regulation (including, without limitation, anyapplicable building, zoning, environmental protection, or other law, ordinance,or regulation) affecting its properties or the operation of the ProductLine.  The Seller has, in full force andeffect, all licenses, permits and certificates, from federal, state, local andforeign authorities (including, without limitation, federal and state agenciesregulating occupational health and safety) necessary to conduct the business ofthe Seller and own and operate the Purchased Assets (collectively, the“Permits”).  A true, correct and completelist of all the Permits is set forth under Schedule 7(p), with an indication asto whether the Permit is assignable to the Purchaser.  The Seller has conducted its business incompliance with all term and conditions of the Permits.

(q)                                 CompleteDisclosure.  The representations andwarranties of Seller in this Agreement do not omit to state a material factnecessary in order to make the representations, warranties or statementscontained herein not misleading.

Except for therepresentations and warranties specifically set forth in this Section 7, Sellermakes no, and expressly disclaims all, express, implied or statutory warrantiesof any kind whatsoever, including with respect to (a) any information furnishedby Seller or any of Seller’s other representatives or agents, (b) the physicalcondition or value of any of the Purchased Assets or (c) the futureprofitability or future earnings performance of the Product Line.  ALL IMPLIED OR STATUTORY WARRANTIES,INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY ANDFITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED.

8.                                       ClosingDeliveries.  At the Closing, eachparty shall deliver to the party entitled to the receipt thereof the documentsrequired to be delivered pursuant to Section 5 hereof and such 

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other documents,instruments and materials as may be reasonably required to effectuate theintent and provisions of this Agreement, and all such documents, instrumentsand materials shall be satisfactory in form and substance to counsel for thereceiving party.  The conveyance,transfer, assignment and delivery of the Purchased Assets shall be effected bySeller’s execution and delivery to Purchaser of a bill of sale substantially inthe form attached hereto as Exhibit K (the “Bill of Sale”) and such otherinstruments of conveyance, transfer, assignment and delivery as Purchaser mayreasonably request, and the assignment and assumption of the AssumedLiabilities to Purchaser shall be effected by Seller’s and Purchaser’sexecution of an assignment and assumption agreement substantially in the formattached hereto as Exhibit L (the “Assumption Agreement”).

9.                                       PostClosing Agreements.  From and afterthe Closing:

(a)                                  Employees.  On or before July 31, 2006, the Purchaserwill offer at-will employment to Seller’s employees identified on Exhibit M(“Business Employees”) in positions and at compensation, with benefits, andupon terms and conditions which are, in the aggregate, substantially similar tothe positions, compensation, benefits and terms and conditions of the Seller ineffect on the Closing Date. Until July 31, 2006, Seller will use its bestefforts to retain the Business Employees in positions and at compensation, withbenefits, and upon terms and conditions which are, in the aggregate,substantially similar to the positions, compensation, benefits and terms andconditions of the Seller in effect on the Closing Date. Prior to July 31, 2006,the Seller will use the Business Employees to provide certain of the servicesrequired of the Seller under the Transition Services Agreement.

(b)                                 Paymentsof Receivables.  In the event Sellershall receive any instrument of payment of any of Purchaser’s accountsreceivable, Seller shall forthwith deliver such instrument to Purchaser,endorsed where necessary, without recourse, in favor of Purchaser.  In the event Purchaser shall receive anyinstrument of payment of any of Seller’s accounts receivable, Purchaser shallforthwith deliver such instrument to Seller, endorsed where necessary, withoutrecourse, in favor of Seller.

(c)                                  Salesand Transfer Taxes and Fees.  Sellershall pay when due all sales taxes and/or use taxes, recording fees, personalproperty title application fees, patent and trademark assignment registrationfees and all other taxes and fees on the transfer of the Purchased Assetsarising by virtue of the sale of the Purchased Assets to Purchaser.

(d)                                 Inspection.  Seller, on the one hand, and Purchaser, onthe other hand, shall each retain and make their respective books and records(including work papers in the possession of their respective accountants) withrespect to the Product Line available for inspection by the other party, or byits duly authorized representatives, for reasonable business purposes at allreasonable times during normal business hours, for a three (3) year periodfollowing the Closing Date, with respect to all transactions relating to theProduct Line occurring prior to and those relating to the Closing, thehistorical financial condition, assets, liabilities, results of operations and cashflows of the Product Line.  As used inthis Section 9(d), the right of inspection includes the right to make extractsor copies.  The representatives of aparty inspecting the records of the other party shall be reasonablysatisfactory to the other party.

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(e)                                  UnassignedAssets.  Notwithstanding any provision tothe contrary contained herein, Seller shall not be obligated to assign toPurchaser any Contract, Purchaser Order or Sales Order which provides that itmay not be assigned without the consent of the other party thereto and forwhich such consent is not obtained, but in any such event, Seller shall, to theextent reasonably necessary, cooperate with Purchaser in any reasonablearrangement designed to provide the benefits thereof to Purchaser.  Without limiting the generality of anyprovision elsewhere herein contained, the non-assignment of any of theforegoing shall not, to the extent the liabilities thereunder would have beenAssumed Liabilities but for this paragraph (e), affect the status of such liabilitiesas Assumed Liabilities, provided the full benefits of such Contract, PurchaseOrder or Sales Order are obtained by Purchaser.

(f)                                    ProductReturns and Product Warranties.  Duringthe applicable warranty period for products shipped by Seller, (i) Purchaserwill be obligated to accept returns of products of the Product Line shipped bySeller on and prior to the Closing Date, or which constitute finished goods orpartially finished goods inventory on the Closing Date, which are defective orwhich fail to conform to the customer’s order in accordance with the customer’srequest, consistent with Seller’s past practices and in accordance withapplicable law; and (ii) Purchaser shall be obligated to honor any productwarranties which are in effect as of the Closing Date with respect to productsof the Product Line which were sold prior to the Closing Date.  Seller shall reimburse the Purchaser thecosts and expenses related to product warranty and return claims that exceed anaggregate amount of $100,000 during such period.  Purchaser will advise Seller on a quarterlybasis of expenses and costs incurred by Purchaser with respect to productreturns and warranties, and estimates of costs and expenses related thereto.  Purchaser shall invoice the Seller on a quarterlybasis in arrears with respect to all costs and expenses that arereimbursable.  Seller has providedPurchaser with a written list of all such product returns and/or productwarranties, and an estimate of the costs and expenses related thereto, known orto which Seller has reason to believe will be subject to product returns andproduct warranties as of the Closing Date.

(g)                                 Non-Competition;Non-Solicitation.  In consideration ofthe benefits of this Agreement to Seller and in order to induce Purchaser toenter into this Agreement, Seller hereby covenants and agrees that from andafter the Closing and until the fifth anniversary of the Closing Date, neitherSeller nor any of its affiliates (including, without limitation, QuixoteCorporation, and any present or future subsidiary of Quixote Corporation)shall, directly, or indirectly, as a partner, stockholder, proprietor,consultant, joint venturer, investor or in any other capacity:

(i)                                     Engagein, or own, manage, operate, control, finance, or participate in the ownership,management, operation, control, or financing of, any business or entity whichengages in the business of manufacturing products which are competitive withthe products of the Product Line;

(ii)                                  Hireor solicit to perform services (as an employee, consultant or otherwise) anyPersons who are or, within the twelve (12) month period immediately precedingSeller’s action were, employees of Purchaser or any of its affiliates or takeany actions which are intended to persuade any employee of Purchaser or any ofsuch affiliates to terminate his or her association with Purchaser or suchaffiliates; provided, however, that general solicitations of 

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employment published in a journal, newspaper or otherpublication of general circulation and not specifically directed towards suchemployees shall not be deemed to constitute solicitation for purposes of thissubparagraph (ii); or

(iii)                               Solicitany customer of Purchaser to purchase products or services which could besupplied by Purchaser from the Product Line; provided however, notwithstandingthe provisions of this paragraph (g)(iii), Seller and its affiliates shall havethe right to continue to solicit for and sell products of the Product Line ifthose products are components of an integrated system.

(h)                                 Confidentiality.  From and after the Closing, Seller and itsaffiliates shall keep confidential and not disclose to any other person orentity or use for their own benefit or the benefit of any other person orentity, any information regarding the Product Line or Seller’s conduct of thebusiness or manufacturing and selling products of the Product Line.  The obligation of Seller under this paragraphshall not apply to information which: (i) is or becomes generally available to the public without breach ofthe commitment provided for in this paragraph; or (ii) is required to bedisclosed by law, order or regulation of a court or tribunal or governmentauthority; provided, however, that in any such case, Seller shall notifyPurchaser as early as reasonably practicable prior to disclosure to allowPurchaser to take appropriate measures to preserve the confidentiality of suchinformation.

(i)                                     InjunctiveRelief.  Seller acknowledges that, giventhe nature of the business of manufacturing and selling the products of theProduct Line, the covenants contained in this Section paragraphs (g) and (h)contain reasonable limitations as to time, geographical area and scope ofactivity to be restrained, and do not impose a greater restraint than isnecessary to protect and preserve for the benefit of Purchaser the goodwill ofSeller and to protect the legitimate business interests of Purchaser. If,however, paragraphs (g) or (h) (or any portion thereof) is determined by anycourt of competent jurisdiction to be unenforceable by reason of its extendingfor too long a period of time or over too large a geographic area or by reasonof its being too extensive in any other respect or for any other reason it willbe interpreted to extend only over the longest period of time for which it maybe enforceable and/or over the largest geographical area as to which it may beenforceable and/or to the maximum extent in all other aspects as to which itmay be enforceable, all as determined by such court and in such action.  Seller agrees that Purchaser’s remedies atlaw for any breach or threat of breach by Seller or any of its affiliates ofthe provisions of paragraph (h) or (i) will be inadequate, and that Purchasershall be entitled to an injunction or injunctions, without the necessity  for the posting of a bond or other collateralsecurity, to prevent breaches of the provisions of paragraphs (g) and (h) andto enforce specifically the terms and provisions thereof.

(j)                                     FurtherAssurances.  The parties shall executesuch further documents, and perform such further acts, as may be necessary totransfer and convey the Purchased Assets to Purchaser, on the terms hereincontained, and to otherwise comply with the terms of this Agreement and toconsummate the transaction contemplated hereby.

(k)                                  Notwithstandingthe provisions of paragraph (g), for a period of twelve months from the ClosingDate, (i) Seller and its affiliates may continue to market and sell products ofthe Product Line outside of North America; (ii) Seller or its affiliates willoffer to 

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buy such products from Purchaser, which Purchaser mayor may not have to accept; and (iii) if Purchaser accepts such order, Purchaserwill pay Seller or its affiliates a 5% commission on such purchase order.

10.                                 IndemnificationObligations of Seller.  From and afterthe Closing for eighteen (18) months with respect to matters identified in (a)below and forever with respect to matters identified in (b), (c) and (d) below,Seller shall defend, indemnify, save and keep harmless Purchaser and itsofficers, directors, shareholders, lenders, successors and permitted assignsagainst and from all Damages (as herein defined) sustained or incurred by anyof them resulting from or arising out of or by virtue of:

(a)                                  anyinaccuracy in or breach of any representation and warranty made by Seller inthis Agreement;

(b)                                 anybreach by Seller of, or failure by Seller to comply with, any of its covenantsor obligations under this Agreement;

(c)                                  thefailure to discharge when due any liability or obligation of Seller other thanthe Assumed Liabilities, or any claim against Purchaser with respect to anysuch liability or obligation or alleged liability or obligation, including,without limitation, liability on account of taxes payable by Seller, or forwhich Seller is liable, either by operation of law or pursuant to theprovisions of this Agreement;

(d)                                 anyclaims by parties other than Purchaser to the extent caused by acts oromissions of Seller on or prior to the Closing Date.

As used in thisAgreement, the term “Damages” shall mean all liabilities, demands, claims,actions or causes of action, regulatory, legislative or judicial proceedings orinvestigations, assessments, levies, losses, fines, penalties, damages, costsand expenses, including reasonable attorneys’, accountants’, investigators’,and experts’ fees and expenses, sustained or incurred in connection with thedefense or investigation of any claim.

11.                                 IndemnificationObligations of Purchaser.  From and afterthe Closing for eighteen (18) months with respect to matters identified inparagraph (a) below and forever with respect to matters identified inparagraphs (b), (c) and (d) below, Purchaser shall defend, indemnify, save andkeep harmless Seller from all Damages sustained or incurred by Seller or Shareholderresulting from or arising out of or by virtue of:

(a)                                  anyinaccuracy in or breach of any representation and warranty made by Purchaser inthis Agreement;

(b)                                 anybreach by Purchaser of, or failure by Purchaser to comply with, any of itscovenants or obligations under this Agreement;

(c)                                  anyfailure of Purchaser to pay and/or discharge any of the Assumed Liabilities;and

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(d)                                 anyclaims by parties other than Seller to the extent caused by acts or omissionsof Purchaser after the Closing Date, (provided such acts or omissions do notarise as a result of Seller’s actions at or prior to the Closing), includingclaims for Damages which arise or arose out of Purchaser’s manufacture and saleof products of the Product Line after the Closing.

12.                                 Miscellaneous.

(a)                                  Publicity.  Except as otherwise required by law, pressreleases concerning this transaction shall be made only with the prioragreement of Seller and Purchaser.

(b)                                 Notices.  All notices required or permitted to be givenhereunder shall be in writing and may be delivered by hand, by facsimile, bynationally recognized private courier, or by United States mail.  Notices delivered by mail shall be deemedgiven three (3) business days after being deposited in the United States mail,postage prepaid, registered or certified mail. Notices delivered by hand, by facsimile, or by nationally recognizedprivate carrier shall be deemed given on the first business day followingreceipt; provided, however, that a notice delivered by facsimile shall only beeffective if such notice is also delivered by hand, or deposited in the UnitedStates mail, postage prepaid, registered or certified mail, on or before two(2) business days following its delivery by facsimile.  All notices shall be addressed asfollows:  (1) if to Seller, addressed toSeller c/o Quixote Corporation, 35 E. Wacker Drive, Chicago, Illinois 60601,Attention:  Daniel P. Gorey, facsimile(312) 476-1356, with a copy to Holland & Knight, LLP, 131 S. Dearborn,Chicago, Illinois 60603, Attention:  AnneHamblin Schiave, facsimile (312) 578-6666; (2) if to Purchaser, NationalSignal, Inc., 9601 John Street, Santa Fe Springs, California 90670,Attention:  Mark Fernandez, with a copyto Rutan & Tucker, 611 Anton Boulevard, Suite 1400, Costa Mesa, CA 92626, Attn:Vicki Dallas, facsimile 714-546-9035 or (3) to such other respective addressesand/or addressees as may be designated by notice given in accordance with theprovisions of this Section 12(b).

(c)                                  Feesand Expenses.  Each party hereto shallbear all fees and expenses incurred by such party in connection with, relatingto or arising out of the execution, delivery and performance of this Agreementand the consummation of the transaction contemplated hereby, includingattorneys’, accountants’, brokers’ and other professional fees and expenses.

(d)                                 EntireAgreement.  This Agreement, and theexhibits hereto, the Sublease, and the Transition Services Agreement constitutethe entire agreement between the parties and shall be binding upon and inure tothe benefit of the parties hereto and their respective legal representatives,successors and permitted assigns.

(e)                                  Survival;Non-Waiver.  All representations andwarranties shall survive the Closing (and none shall merge into any instrument of conveyance) regardless ofany investigation or lack of investigation by any of the parties hereto.  The failure in any one or more instances of aparty to insist upon performance of any of the terms, covenants or conditionsof this Agreement, to exercise any right or privilege in this Agreementconferred, or the waiver by said party of any breach of any of the terms,covenants or conditions of this Agreement, shall not be construed as asubsequent waiver of any such terms, covenants, conditions, right orprivileges, but the same shall continue and remain in full force and effect asif no such forbearance or 

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waiver had occurred. No waiver shall be effective unless it is in writing and signed by anauthorized representative of the waiving party.

(f)                                    ApplicableLaw.  This Agreement shall be governedand controlled as to validity, enforcement, interpretation, construction,effect and in all other respects by the internal laws of the State ofCalifornia applicable to contracts made in that State, without regard to anyconflict of law principles of the State of California.

(g)                                 Consentto Jurisdiction.  This Agreement has beenexecuted and delivered in and shall be deemed to have been made inCalifornia.  Each of the parties agreesto the exclusive jurisdiction of any state or Federal court within Los Angeles,California, with respect to any claim or cause of action arising under orrelating to this Agreement, and waives personal service of any and all processupon it, and consents that all services of process be made by registered or certifiedmail or delivered by hand, directed to it as provided in the followingsentence, and service so made shall be deemed to be completed whenreceived.  Process to be served uponSeller shall be mailed or delivered c/o Anne Hamblin Schiave, Holland &Knight, LLP, 131 S. Dearborn Street, Chicago, Illinois 60603.  Process to be served upon Purchaser shall bemailed or delivered to Vicki Dallas, Rutan & Tucker, 611 Anton Boulevard,Suite 1400, Costa Mesa, CA 92626.  Eachof the parties waives any objection based on forum non conveniens and waivesany objection to venue of any action instituted hereunder.  Nothing in this paragraph shall affect theright to serve legal process in any other manner permitted by applicable law.

(h)                                 Waiverof Trial by Jury.  Each of the partieswaives the right to a jury trial in connection with any suit, action orproceeding seeking enforcement of such party’s rights under this Agreement.

(i)                                     BindingEffect.  This Agreement shall inure tothe benefit of and be binding upon the parties hereto, and their successors andpermitted assigns.  Nothing in thisAgreement, express or implied, is intended to confer on any person other thanthe parties hereto, and their respective successors and permitted assigns anyrights, remedies, obligations or liabilities under or by reason of thisAgreement.

(j)                                     Assignment.  This Agreement shall not be assignable byeither party without the prior written consent of the other party.  Notwithstanding the foregoing, Purchaser mayassign this Agreement to any of its affiliates, or to a purchaser ofsubstantially all of its assets.  Anypermitted assignee will be obligated to assume the obligations of the assignor,and the assignor shall remain liable performance of all obligations of theassignee.

(k)                                  Amendments.  This Agreement shall not be modified oramended except pursuant to an instrument in writing executed and delivered onbehalf of each of the parties hereto.

(l)                                     Headings.  The headings contained in this Agreement arefor convenience of reference only and shall not affect the meaning orinterpretation of this Agreement.

(m)                               Severability.  Whenever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and validunder applicable law, but if any 

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provision of this Agreement is held to be invalid,illegal or unenforceable in any respect under any applicable law or rule in anyjurisdiction, such invalidity, illegality or unenforceability shall not affectany other provision or any other jurisdiction, and this Agreement shall bereformed, construed and enforced in such jurisdiction so as to best give effectto the intent of the parties under this Agreement.

(n)                                 Counterparts.  Counterpart copies of this Agreement may besigned by all Parties and signature pages exchanged by facsimile or email.  The Parties intend and agree that counterpartcopies signed and exchanged as provided in the preceding sentence shall befully binding.  Counterpart originals ofthis Agreement shall be exchanged by U.S. mail or express service at theearliest reasonable time following the exchange of signature pages by facsimileor email, each of which shall be an original and all of which together shallconstitute the one and same instrument.

(o)                                 NoStrict Construction.  The parties hereto jointlyparticipated in the negotiation and drafting of this Agreement.  The language used in this Agreement shall bedeemed to be the language chosen by the parties hereto to express theircollective mutual intent, this Agreement shall be construed as if draftedjointly by the parties hereto, and no rule of strict construction shall beapplied against any person or entity.

(p)                                 Gender.  As used in this Agreement, the masculine,feminine or neuter gender shall be deemed to include the others whenever thecontext so indicates or requires.

(q)                                 Interpretation.  Whenever the term “include” or “including” isused in this Agreement, it shall mean “including, without limitation,” (whetheror not such language is specifically set forth) and shall not be deemed to limitthe range of possibilities to those items specifically enumerated.  The words “hereof”, “herein” and “hereunder”and words of similar import refer to this Agreement as a whole and not to anyparticular provision. Terms defined in the singular have a comparable meaningwhen used in the plural and vice versa.

(r)                                    Theparties  hereby waive compliance with theCalifornia Bulk Sales law.  Purchaserwill pay all of the Assumed Liabilities and Seller will pay the ExcludedLiabilities.

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IN WITNESS WHEREOF, the parties have executed thisAsset Purchase Agreement on the date first above written.
|        | U.S. TRAFFIC CORPORATION |
|--------|--------------------------|
|   |                     |
|   | By:                      | /s/ Daniel P. Gorey |   |
|   |                     |
|   | Its: Vice President      |
|   |                     |
|   |                     |
|   | NATIONAL SIGNAL, INC.    |
|   |                     |
|   |                     |
|   | By                       | :     /s/ Mark Fernandez |   |
|   |                     | President |
|        |                          |  |  |  |  |

 

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