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                                 FIRST AMENDMENT TO
                             REVOLVING CREDIT AGREEMENT


     THIS FIRST AMENDMENT (this "FIRST AMENDMENT"), dated as of May 31, 1998, 
is among QUIXOTE CORPORATION, a Delaware corporation ("QUIXOTE"), ENERGY 
ABSORPTION SYSTEMS, INC., a Delaware corporation ("EAS"), QUIXOTE LASER 
CORPORATION (f/k/a Disc Manufacturing, Inc.), a Delaware corporation ("DMI"), 
QUIXOTE STENO CORPORATION (f/k/a Stenograph Corporation), a Delaware 
corporation ("STENOGRAPH"), LEGAL TECHNOLOGIES, INC., a Delaware corporation 
("LTI"), TRANSAFE CORPORATION, a Delaware corporation ("TRANSAFE"), 
LITIGATION COMMUNICATIONS, INC., a Delaware corporation ("LCI") SPIN-CAST 
PLASTICS, INC., an Indiana corporation ("SPIN-CAST"), QUIXOTE LSI CORPORATION 
(f/k/a Litigation Services, Inc.), a Delaware corporation ("LSI"), E-TECH 
TESTING SERVICES, INC., a Delaware corporation ("E-TECH"), ROADWAY SAFETY 
SERVICE, INC., a Delaware corporation ("ROADWAY"), and SAFE-HIT CORPORATION, 
a Nevada corporation ("SAFE-HIT"), certain lenders signatory hereto 
("LENDERS"), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation, 
as agent for the Lenders hereunder ("AGENT").  Quixote, EAS, DMI, LTI, 
Stenograph, Transafe, LCI, Spin-Cast, LSI, E-Tech, Roadway and Safe-Hit are 
individually and collectively referred to herein as "BORROWER."  This First 
Amendment shall amend that certain Amended and Restated Loan Agreement dated 
as of June 30, 1997 among the Borrower, the Lenders and the Agent (the "LOAN 
AGREEMENT").

                                    WITNESSETH:

     WHEREAS, the Borrower, the Lenders and the Agent are parties to the Loan
Agreement; and

     WHEREAS, the Borrower, the Lenders and the Agent desire to amend the Loan
Agreement in certain respects as set forth herein;

     NOW, THEREFORE, the parties hereto hereby agree as follows:


1.   AMENDMENTS TO THE LOAN AGREEMENT.

1.1    TERMS USED.  Terms used but not otherwise defined herein are used with 
the same meanings as provided therefor in the Loan Agreement.

1.2    SECTION 1.  Section 1 of the Loan Agreement is hereby amended as of 
the date hereof by deleting the definition of "Base Rate" in its entirety and 
the following is hereby inserted in lieu thereof:

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          "Base Rate" shall mean that rate of interest per year announced 
from time to time by Agent called its prime rate, which rate may not at any 
time be the lowest rate charged by Agent.  Changes in the rate of interest on 
the Revolving Credit Loan or the Term Loan resulting from a change in the 
Base Rate shall take effect on the date set forth in each announcement for a 
change in the Base Rate.

2.   REPRESENTATIONS AND WARRANTIES.

     The Borrower hereby remakes, as at the date of execution hereof, all of 
the representations and warranties set forth in Section 4 of the Loan 
Agreement as amended hereby and additionally represents and warrants that:  
(a) the borrowings under the Loan Agreement as amended hereby, the execution 
and delivery by the Borrower of this First Amendment and the performance by 
the Borrower of its obligations under this First Amendment and the Loan 
Agreement as amended hereby are within the Borrower's corporate powers, have 
been authorized by all necessary corporate action, have received all 
necessary governmental approval (if any shall be required) and do not and 
will not contravene or conflict with any provision of law or of the charter 
or by-laws of the Borrower or any subsidiary or of any agreement binding upon 
the Borrower or any subsidiary; and (b) no Default or Event of Default under 
the Loan Agreement as amended hereby has occurred and is continuing on the 
date of execution hereof.

3.   CONDITIONS OF EFFECTIVENESS.  

          The effectiveness of this First Amendment is subject to the 
conditions precedent that the Agent shall have received all of the following, 
each duly executed and dated the date hereof, in form and substance 
satisfactory to the Agent and its counsel, at the expense of the Borrower, 
and in such number of signed counterparts as the Agent may request:

          (a)  FIRST AMENDMENT.  This First Amendment;

          (b)  RESOLUTIONS/INCUMBENCY.  A certificate from the Secretary or
     Assistant Secretary of each Borrower certifying the name(s) of the officer
     or officers of the Borrower authorized to sign this First Amendment and the
     other documents provided for in this First Amendment, together with a
     sample of the true signature of each such officer (the Agent may
     conclusively rely on each such certificate until formally advised by a like
     certificate of any changes therein) and true copies of a resolutions of the
     Board of Directors of each Borrower authorizing or ratifying the execution,
     delivery and performance, of this First Amendment, the Loan Agreement as
     amended hereby, and the other documents provided for in this First
     Amendment; 

          (c)  NO DEFAULT - REPRESENTATIONS ACCURATE. A certificate of each
     Borrower, dated the date hereof, that (i) no Default or Event of Default
     has occurred and is

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     continuing and (ii) all representations and warranties contained in the 
     Loan Agreement as further amended hereby are true and complete as of the 
     date hereof; and

          (d)  MISCELLANEOUS.  Such other documents as the Agent may request.

4.   MISCELLANEOUS.

4.1  COUNTERPARTS.  This First Amendment may be executed by the parties on 
any number of separate counterparts and by each party on separate 
counterparts; each counterpart shall be deemed an original instrument; and 
all of the counterparts taken together shall be deemed to constitute one and 
the same instrument.

4.2  SUCCESSORS AND ASSIGNS.  This First Amendment and the Loan Agreement as 
amended hereby shall be binding upon and inure to the benefit of the 
Borrower, the Lenders, the Agent and their respective successors and assigns.

4.3  CAPTIONS.  Captions in this First Amendment are for convenience of 
reference only and shall not define or limit any of the terms or provisions 
hereof.

4.4  FEES.  The Borrower agrees to pay or reimburse the Agent for all 
reasonable costs and expenses of preparing and seeking advice in regard to 
this First Amendment and any document or instrument executed in connection 
herewith and therewith (including legal fees and reasonable time charges of 
attorneys who may be employees of the Agent, whether in or out of court, in 
original or appellate proceedings or in bankruptcy). 

4.5  CONSTRUCTION.  THIS FIRST AMENDMENT, THE LOAN AGREEMENT AS AMENDED 
HEREBY AND ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION HEREWITH OR 
THEREWITH SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE 
WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE 
AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF 
REGARDING CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF 
AMERICA. AGENT, EACH LENDER AND BORROWER AGREE TO SUBMIT TO PERSONAL 
JURISDICTION AND TO WAIVE ANY OBJECTION AS TO VENUE IN THE COUNTY OF COOK, 
STATE OF ILLINOIS. BORROWER AGREES NOTHING HEREIN SHALL PRECLUDE AGENT, ANY 
LENDER OR BORROWER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY 
OTHER JURISDICTION.

4.6  MUTUAL WAIVER OF JURY TRIAL.  BECAUSE DISPUTES ARISING IN CONNECTION 
WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY 
RESOLVED BY AN EXPERIENCED AND

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EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY 
(RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE 
RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE 
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, 
THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTON, SUIT OR 
PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS 
FIRST AMENDMENT, ANY OF THE OTHER LOAN DOCUMENTS OR ANY OF THE OTHER 
AGREEMENTS. 

4.7  AMENDMENT TO LOAN AGREEMENT.  This First Amendment shall be deemed to be 
an amendment to the Loan Agreement.  All references to the Loan Agreement in 
any other document or instrument shall be deemed to refer to the Loan 
Agreement as amended hereby.  As hereby amended, the Loan Agreement is hereby 
ratified and confirmed in each and every respect.

                             [signature page to follow]

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          IN WITNESS WHEREOF, the parties hereto have caused this First 
Amendment to be executed by their duly authorized officers as of the day and 
year first written above.

                                        THE NORTHERN TRUST COMPANY,
                                        as Agent and as Lender
                                   
                                   
                                        By: /s/ Robert T. Jank
                                        Name: Robert T. Jank
                                        Title: Senior Vice President



                                        LASALLE NATIONAL BANK,
                                        as Lender


                                        By: /s/ Joseph D. Stewart
                                        Name: Joseph D. Stewart
                                        Title: Assistant Vice President



                                        AMERICAN NATIONAL BANK AND 
                                        TRUST COMPANY, 
                                        as Lender


                                        By:/s/ Kyle Freimuth 
                                        Name: Kyle Freimuth  
                                        Title: Assistant Vice President


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QUIXOTE CORPORATION                     ENERGY ABSORPTION SYSTEMS, INC.

                                   
By: /s/ Leslie J. Jezuit                By: /s/ Leslie J. Jezuit
Name: Leslie J. Jezuit                  Name: Leslie J. Jezuit  
Title(s): President and COO             Title(s): Vice Chairman  


QUIXOTE LASER CORPORATION               QUIXOTE STENO CORPORATION
(f/k/a Disc Manufacturing, Inc.)        (f/k/a Stenograph Corporation)

By: /s/ Leslie J. Jezuit                By: /s/ Leslie J. Jezuit 
Name: Leslie J. Jezuit                  Name: Leslie J. Jezuit 
Title(s): President                     Title(s): President 


LEGAL TECHNOLOGIES, INC.                TRANSAFE CORPORATION


By: /s/ Leslie J. Jezuit                By: /s/ Leslie J. Jezuit 
Name: Leslie J. Jezuit                  Name: Leslie J. Jezuit   
Title(s): President                     Title(s): Present & COO   

                         
LITIGATION COMMUNICATIONS, INC.         SPIN-CAST PLASTICS, INC.
          

By: /s/ Leslie J. Jezuit                By: /s/ George D. Ebersole
Name: Leslie J. Jezuit                  Name: George D. Ebersole
Title(s): President                     Title(s): President & COO


QUIXOTE LSI CORPORATION                 SAFE-HIT CORPORATION
(f/k/a Litigation Sciences, Inc.)


By: /s/ Leslie J. Jezuit                By: /s/ George D. Ebersole
Name: Leslie J. Jezuit                  Name: George D. Ebersole
Title(s): President                     Title(s): Chairman & President

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E-TECH TESTING SERVICES, INC.           ROADWAY SAFETY SERVICE, INC.
          

By: /s/ George D. Ebersole              By: /s/ Leslie J. Jezuit 
Name: George D. Ebersole                Name: Leslie J. Jezuit 
Title(s): Chairman of the Board         Title(s): President & COO