Exhibit 10(a)

(MulticurrencyCross
Border)

ISDA®International Swap Dealers Association, Inc.MASTER AGREEMENT

dated
as of September 18, 2003

QUIXOTE
CORPORATION and HARRIS TRUST AND SAVINGS BANK

have
entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and
the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.

Accordingly,
the parties agree as follows:

1.     Interpretation

2.     Obligations

Copyright
©1992 by International Swap Dealers Association, Inc.

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by
each party to the other, then, on such date, each party' s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The
parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of
such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph
(ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph(ii) above will not, or will cease
to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.

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Transaction
is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.





3.     Representations

Each
party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the
representations in Section 3(f), at all times until the termination of this Agreement) that:

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4.     Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it
is a party:

in
each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

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5.     Events of Default and Termination Events

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6.     Early Termination



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either
party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more
than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more
than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all Affected Transactions.

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7.     Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement maybe transferred (whether by way of security
or otherwise) by either party without the prior written consent of the other party, except that:

Any
purported transfer that is not in compliance with this Section will be void.

8.     Contractual Currency

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9.     Miscellaneous

10.   Offices; Multibranch Parties

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11.   Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses,
including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting
Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12.   Notices

unless
the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after
the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

13.   Governing Law and Jurisdiction

Nothing
in this Agreement precludes either party from bringing Proceedings in any other Jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as
defined in Section 1(3) of the Civil Jurisdiction and Judgements Act 1982 or any modification, extension or re-enactment thereof for the time

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being
in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

14.   Definitions

As used in this Agreement:

"Additional Termination Event"has the meaning specified in Section 5(b).

"Affected Party"has the meaning specified in Section 5(b).

"Affected Transactions"means (a) with respect to any Termination Event consisting of
an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

"Affiliate"means, subject to the Schedule, in relation to any person, any entity controlled,
directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose,
"control" of any entity or person means ownership of a majority of the voting power of the entity or person.

"Applicable Rate"means:



"Burdened Party"has the meaning specified in Section 5(b).

"Change in Tax Law"means the enactment, promulgation, execution or ratification of, or any
change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

"consent"includes a consent, approval, action, authorisation, exemption, notice, filing,
registration or exchange control consent.

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"Credit Event Upon Merger"has the meaning specified in Section 5(b).

"Credit Support Document"means any agreement or instrument that is specified as such in this
Agreement.

"Credit Support Provider"has the meaning specified in the Schedule.

"Default Rate"means a rate per annum equal to the cost (without proof or evidence of any
actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party"has the meaning specified in Section 6(a).

"Early Termination Date"means the date determined in accordance with Section 6(a) or
6(b)(iv).

"Event of Default"has the meaning specified in Section 5(a) and, if applicable, in the
Schedule.

"Illegality"has the meaning specified in Section 5(b).

"Indemnifiable Tax"means any Tax other than a Tax that would not be imposed in respect of a
payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and
the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or
resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of
business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"law"includes any treaty, law, rule or regulation (as modified, in the case of tax matters,
by the practice of any relevant governmental revenue authority) and"lawful" and
"unlawful"will be construed accordingly.

"Local Business Day"means, subject to the Schedule, a day on which commercial banks are open
for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant
Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in
relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation
to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice
contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"Loss"means, with respect to this Agreement or one or more Terminated Transactions, as the
case my be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a
negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the
election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain
resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent)
on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1)(3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees
and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more
leading dealers in the relevant markets.

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"Market Quotation"means, with respect to one or more Terminated Transactions and a party
making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a
negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the
obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been
required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or
delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included.
The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will
request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination
under Section 6(e), and, if each party is so obliged, consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after
disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate"means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

"Non-defaulting Party"has the meaning specified in Section 6(a).

"Office"means a branch or office of a party, which may be such party's head or home office.

"Potential Event of Default'means any event which, with the giving of notice or the lapse of
time or both, would constitute an Event of Default.

"Reference Market-makers"means four leading dealers in the relevant market selected by the party determining a
Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or
to an make extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

"Relevant Jurisdiction"means, with respect to a party, the jurisdictions (a) in which
the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located,
(c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

"Scheduled Payment Date"means a date on which a payment or delivery is to be made under
Section 2(a)(i) with respect to a Transaction.

"Set-off"means set-off, offset, combination of accounts, right of
retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract,
applicable law or otherwise) that is exercised by, or imposed on, such payer.

"Settlement Amount"means, with respect to a party and any Early Termination Date, the sum
of:

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"Specified Entity"has the meaning specified in the Schedule.

"Specified Indebtedness"means, subject to the Schedule, any obligation (whether present or
future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

"Specified Transaction"means, subject to the Schedule, (a) any transaction (including
an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such
party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect
to any of transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

"Stamp Tax"means any stamp, registration, documentation or similar tax.

"Tax"means any present or future tax, levy, impost, duty, charge, assessment or fee of any
nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp,
registration, documentation or similar tax.

"Tax Event"has the meaning specified in Section 5(b).

"Tax Event Upon Merger"has the meaning specified in Section 5(b).

"Terminated Transactions"means with respect to any Early Termination Date (a) if
resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of
the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).

"Termination Currency"has the meaning specified in the Schedule.

"Termination Currency Equivalent"means, in respect of any amount denominated in the
Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination
Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant
Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange
agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on
such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange
agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

"Termination Event"means an Illegality, a Tax Event or a Tax Event Upon Merger or, if
specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

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"Termination Rate"means a rate per annum equal to the arithmetic mean of the cost (without
proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts"owing to any party means, with respect to an Early Termination Date, the
aggregate of (a) in respect of all Terminated Transactions, the amounts that became Payable (or that would have become payable but for Section 2(a)(iii)) to such party under
Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination
Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally
scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by
both parties.

IN
WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

|QUIXOTE CORPORATION |                              | HARRIS TRUST AND SAVINGS BANK
|------------------- | ---------------------------- | -----------------------------
|(Name of Party)     |                              | (Name of Party)              
|By:                 | /s/ Daniel P. Gorey          |                              
|                    | Name: Daniel P. Gorey        |                              
|                    | Title: VP, CFO and Treasurer |                              
|                    | Date: September 18, 2003     |                              

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(MulticurrencyCross Border)

ISDA

SCHEDULE
to the
MASTER AGREEMENT

dated as of September 18, 2003

between QUIXOTE CORPORATION("Party A")

and

HARRIS TRUST AND SAVINGS BANK("Party B")

Part 1  Termination Provisions







Part 2  Tax Representations

NOT APPLICABLE

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Part 3  Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:-



|Party required to deliver document |  | Form/Document/Certificate                                                                                                             |  | Date by which to be delivered                                                                                            |  | Covered by Section 3(d) Representation
|---------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------
|Party A and Party B                |  | Certificate of incumbency containing specimen signatures of each person executing the Agreement and if requested, any Confirmation    |  | Upon execution of this Agreement, and if requested, each Confirmation                                                    |  | Yes                                   
|Party A                            |  | Legal opinion substantially in the form of Exhibit I attached hereto                                                                  |  | Upon execution of this Agreement                                                                                         |  | No                                    
|Party A                            |  | Each Credit Support Document of such party listed in Part 4(f) of this Schedule                                                       |  | Upon execution of this Agreement                                                                                         |  | Yes                                   
|Party A                            |  | Assumption and Supplement to Guaranty Agreement in the form attached as Exhibit A to the Guaranty Agreement (attached as Exhibit III) |  | Promptly upon formation or creation of any Significant Domestic Incorporated Subsidiary after the date of this Agreement |  | Yes                                   
|Party A                            |  | Legal opinion concerning Party A's Credit Support Providers, substantially in the form of Exhibit II                                  |  | Upon execution of this Agreement                                                                                         |  | No                                    
|Party A                            |  | Legal Opinion concerning any Assumption and Supplement to Guaranty Agreement substantially in the form of Exhibit II                  |  | Upon execution of any Assumption and Supplement to Guaranty Agreement                                                    |  | No                                    
|Party A                            |  | Annual Financial Statements                                                                                                           |  | Promptly upon request                                                                                                    |  | Yes                                   

Part 4  Miscellaneous



Address:

Quixote Corporation
One East Wacker Drive
Suite 3000
Chicago, IL 60601Attention:

Dan Gorey, Vice-President, CFO and TreasurerFacsimile:

(312) 467-0562Telephone:

(312) 705-8400




Address:

Harris Trust and Savings Bank
c/o Bank of Montreal
130 Adelaide Street West, Suite 500
Toronto, Ontario M5H 4E1
CanadaAttention:

Manager, ConfirmationsFacsimile:

(416) 867-4778/6827Telephone:

(416) 867-7173


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Any other notice sent to Party B (including without limitation, any notice in connection with Section 5, 6 or 9(b)) shall be copied to the following
address:

|Address: |  | Harris Trust and Savings Bank
Global Financial Products
115 South LaSalle Street
19th Floor West
Chicago, Illinois 60603
|-------- |  | ------------------------------------------------------------------------------------------------------------------------
|         |  | Attention:                                                                                                              





Part 5  Other Provisions

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|QUIXOTE CORPORATION |  | HARRIS TRUST AND SAVINGS BANK
|------------------- |  | -----------------------------
|By:                 |  | /s/DANIEL P. GOREY           
|Name:               |  | Daniel P. Gorey              
|Title:              |  | VP, CFO & Treasurer          
|Date:               |  | September 18, 2003           

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GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this "Guaranty") is made as of this 18th day of September, 2003, by and among each of the
parties who have executed this Guaranty (collectively the"Guarantors"and individually a"Guarantor") in
favor of Harris Trust and Savings Bank, an Illinois banking corporation (the"Bank").

WITNESSETH:

WHEREAS,
the Guarantors are subsidiaries or affiliates of Quixote Corporation, a Delaware corporation (the"Borrower"); and

WHEREAS,
the Borrower and the Bank have entered into a Master Agreement dated as of September 18, 2003 (said Master Agreement, as the same may from time to time be modified,
amended or restated, being referred to herein as the"Master Agreement"); and

WHEREAS,
the Borrower provides each of the Guarantors with substantial financial, management, administrative, technical and design support; and

WHEREAS,
the interdependent nature of the businesses of each of the Guarantors and the Borrower is such that the viability of each Guarantor is dependent upon the continued success of
the Borrower and upon the continuation of the Borrower's business relationships with such Guarantor, and the continuation thereof necessitates the Borrower's access to credit from the Bank which the
Bank will only make available on the condition, among others, that the Guarantors guarantee all indebtedness, obligations and liabilities of the Borrower from time to time owing to the Bank under the
Master Agreement; and

WHEREAS,
each Guarantor will directly and substantially benefit from credit and other financial accommodations extended and to be extended by the Bank to the Borrower under the Master
Agreement.

NOW,
THEREFORE, FOR VALUE RECEIVED, and in consideration of advances made or to be made, or credit accommodations given or to be given, to the Borrower by the Bank from time to time,
each Guarantor hereby agrees as follows:

1.     The
Guarantors hereby jointly and severally guarantee the full and prompt payment to the Bank when due, whether by acceleration or otherwise, of any and all indebtedness,
obligations and liabilities of every kind and nature of the Borrower to the Bank arising under or in connection with the Master Agreement, whether now existing or hereafter created or arising and
whether direct or indirect, absolute or contingent, or joint or several (hereinafter all such indebtedness, obligations and liabilities being collectively referred to as the "indebtedness hereby guaranteed"). Notwithstanding anything in this Guaranty to the contrary, the right of recovery against a Guarantor under this
Guaranty shall not exceed $1.00 less than the lowest

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amount
which would render such Guarantor's obligations under this Guaranty void or voidable under applicable law, including fraudulent conveyance law.

2.     The
Guarantors further jointly and severally agree to pay all costs and expenses, legal and/or otherwise (including court costs and reasonable attorneys' fees), suffered
or incurred by the Bank in enforcing or endeavoring to enforce this Guaranty, in enforcing or endeavoring to collect the indebtedness hereby guaranteed, or any part thereof, and in protecting,
defending or enforcing this Guaranty in any litigation, bankruptcy or insolvency proceedings or otherwise.

3.     Each
Guarantor agrees that, upon demand, such Guarantor will then pay to the Bank the full amount of the indebtedness hereby guaranteed whether or not any one or more of
the other Guarantors shall then or thereafter pay any amount whatsoever in respect to their obligations hereunder.

4.     Each
of the Guarantors agrees that such Guarantor will not exercise or enforce any right of exoneration, contribution, reimbursement, recourse or subrogation available to
such Guarantor against any person liable for payment of the indebtedness hereby guaranteed, or as to any security therefor, unless and until the full amount owing to the Bank of the indebtedness
hereby guaranteed has been paid and all commitments, if any, of the Bank to extend credit to or for the account of the Borrower which, when made, would constitute indebtedness hereby guaranteed shall
have terminated. The payment by any Guarantor of any amount or amounts to the Bank pursuant hereto shall not in any way entitle any such Guarantor, either at law, in equity or otherwise, to any right,
title or interest (whether by way of subrogation or otherwise) in and to the indebtedness hereby guaranteed or any part thereof or any collateral security therefor or any other rights or remedies in
any way relating thereto or in and to any amounts theretofore, then or thereafter paid or applicable to the payment thereof howsoever such payment may be made and from whatsoever source such payment
may be derived unless and until all of the indebtedness hereby guaranteed and all costs and expenses suffered or incurred by said Bank in enforcing this Guaranty have been paid in full and all
commitments, if any, of the Bank to extend credit to or for the account of the Borrower which, when made, would constitute indebtedness hereby guaranteed shall have terminated and unless and until
such payment in full and termination, any payments made by any Guarantor hereunder and any other payments from whatsoever source derived on account of or applicable to the indebtedness hereby
guaranteed or any part thereof shall be held and taken to be merely payments in gross to the Bank reducing pro tanto the indebtedness hereby guaranteed.

5.     The
Bank may, without any notice whatsoever to any one, sell, assign, or transfer all of the indebtedness hereby guaranteed, or any part thereof, or grant participations
therein, and in that event each and every immediate and successive assignee, transferee, or holder of or participant in all or any part of the indebtedness hereby guaranteed, shall have the right to
enforce this Guaranty, by suit or otherwise, for the benefit of such assignee, transferee, holder or participant, as fully as if such assignee, transferee, holder or participant were herein by name
specifically given such rights, powers and benefits; but the Bank shall have an unimpaired right to enforce this Guaranty for the benefit of the Bank or any such participant, as to so much of the
indebtedness hereby guaranteed that it has not sold, assigned or transferred.

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6.     This
Guaranty is a continuing, absolute and unconditional Guaranty, and shall remain in full force and effect until written notice of its discontinuance executed by the
Borrower and all the Guarantors shall be actually received by said Bank, and also until any and all of said indebtedness hereby guaranteed created or existing before receipt of such notice shall be
fully paid and all commitments, if any, of the Bank to extend credit to or for the account of the Borrower which, when made, would constitute indebtedness hereby guaranteed shall have terminated. The
death or dissolution of any of the Guarantors shall not terminate this Guaranty until notice of such death or dissolution shall have been actually received by said Bank, nor until all of said
indebtedness hereby guaranteed, created or existing or committed to be extended in each case before receipt of such notice shall be fully paid. The Bank may at any time or from time to time release
any Guarantor from its obligations hereunder or effect any compromise with any Guarantor and no such release or compromise shall in any manner effect or impair the obligations hereunder of the other
Guarantors.

7.     In
case of the dissolution, liquidation or insolvency (howsoever evidenced) of, or the institution of bankruptcy or receivership proceedings against the Borrower or any
of the Guarantors, which either (a) results in a judgment of insolvency or bankruptcy or the entry of an order for its winding-up or liquidation or (b) is not dismissed,
discharged, stayed or restrained in each case within 30 days of the institution thereof, all of the indebtedness hereby guaranteed which is then existing shall, at the option of the Bank,
immediately become due or accrued and payable from the Guarantors. All dividends or other payments received from the Borrower or on account of the indebtedness hereby guaranteed from whatsoever
source, shall be taken and applied as payment in gross, and this Guaranty shall apply to and secure any ultimate balance that shall remain owing to the Bank.

8.     The
liability hereunder shall in no wise be affected or impaired by (and said Bank is hereby expressly authorized to make from time to time, without notice to anyone),
any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or other disposition of any of said
indebtedness hereby guaranteed, either express or implied, or of any contract or contracts evidencing any thereof, or of any security or collateral therefor or any guaranty thereof. The liability
hereunder shall in no wise be affected or impaired by any acceptance by said Bank of any security for or other guarantors upon any of said indebtedness hereby guaranteed, or by any failure, neglect or
omission on the part of said Bank to realize upon or protect any of said indebtedness hereby guaranteed, or any collateral or security therefor, or to exercise any lien upon or right of appropriation
of any moneys, creditors or property of said Borrower possessed by said Bank toward the liquidation of said indebtedness hereby guaranteed, or by any application of payments or credits thereon. Said
Bank shall have the exclusive right to determine how, when and what application of payments and credits, if any, shall be made on said indebtedness hereby guaranteed, or any part of same. In order to
hold any Guarantor liable hereunder, there shall be no obligation on the part of said Bank at any time to resort for payment to said Borrower or to any other Guarantor, or to any other person or
corporations, their properties or estate, or resort to any collateral, security, property, liens or other rights or remedies whatsoever, and the Bank shall have the right to enforce this Guaranty
irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing are pending.

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9.     In
the event the Bank shall at any time in its discretion permit a substitution of Guarantors hereunder or a party shall wish to become Guarantor hereunder, such
substituted or additional Guarantor shall, upon executing an agreement in the form attached hereto as Exhibit A, become a party hereto and be bound by all the terms and conditions hereof to the
same extent as though such Guarantor had originally executed this Guaranty and, in the case of a substitution, in lieu of the Guarantor being replaced. No such substitution shall be effective absent
the written consent of the Bank nor shall it in any manner affect the obligations of the other Guarantors hereunder.

10.   All
diligence in collection or protection, and all presentment, demand, protest and/or notice, as to any and everyone, whether or not the Borrower or the Guarantors or
others, of dishonor and of default and of non-payment and of the creation and existence of any and all of said indebtedness hereby guaranteed, and of any security and collateral therefor,
and of the acceptance of this Guaranty, and of any and all extensions of credit and indulgence hereunder, are expressly waived.

11.   No
act of commission or omission of any kind, or at any time, upon the part of said Bank in respect to any matter whatsoever, shall in any way affect or impair this
Guaranty.

12.   The
Guarantors waive any and all defenses, claims and discharges of the Borrower, or any other obligor, pertaining to the indebtedness hereby guaranteed, except the
defense of discharge by payment in full. Without limiting the generality of the foregoing, the Guarantors will not assert, plead or enforce against the Bank any defense of waiver, release, discharge
in bankruptcy, statute of limitations, res judicata, statue of frauds, antideficiency statute, fraud, incapacity, minority, usury, illegality or unenforceability which may be available to the Borrower
or any other person liable in respect of any of the indebtedness hereby guaranteed, or any set-off available against the Bank to the Borrower or any such other person, whether or not on
account of a related transaction. The Guarantors agree that the Guarantors shall be and remain jointly and severally liable for any deficiency remaining after foreclosure of any mortgage or security
interest securing the indebtedness hereby guaranteed, whether or not the liability of the Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision.

13.   If
any payment applied by the Bank to the indebtedness hereby guaranteed is thereafter set aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of the Borrower or any other obligor), the indebtedness hereby guaranteed to which such payment was applied shall for the
purposes of this Guaranty be deemed to have continued in existence, notwithstanding such application, and this Guaranty shall be enforceable as to such of the indebtedness hereby guaranteed as fully
as if such application had never been made.

14.   The
liability of the Guarantors under this Guaranty is in addition to and shall be cumulative with all other liabilities of the Guarantors after the date hereof to the
Bank as a Guarantor of the indebtedness hereby guaranteed, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to
the contrary.

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15.   Any
invalidity or unenforceability of any provision or application of this Guaranty shall not affect other lawful provisions and applications hereof, and to this end the
provisions of this Guaranty are declared to be severable. Without limiting the generality of the foregoing, any invalidity or unenforceability against any Guarantor of any provision or application of
the Guaranty shall not affect the validity or enforceability of the provisions or application of this Guaranty as against the other Guarantors.

16.   Any
demand for payment on this Guaranty or any other notice required or desired to be given hereunder to any Guarantor shall be in writing (including, without
limitation, notice by telecopy) and shall be given to the relevant party at its address or telecopier number set forth on the appropriate signature page hereof, or such other address or telecopier
number as such party may hereafter specify by notice to the Bank given by United States certified or registered mail, by telecopy or by other telecommunication device capable of creating a written
record of such notice and its receipt. Each such notice, request or other communication shall be effective (i) if given by telecopier, when such telecopy is transmitted to the telecopier number
specified in this Section and a confirmation of such telecopy has been received by the sender, (ii) if given by mail, five days after such communication is deposited in the mail, certified or
registered with return receipt requested, addressed as aforesaid or (iii) if given by any other means, when delivered at the addresses specified in this Section.

17.   THIS
GUARANTY SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE OF ILLINOIS (without regard to principles of conflicts of laws) in which state it
shall be performed by the Guarantors and may not be waived, amended, released or otherwise changed except by a writing signed by the Bank. This Guaranty and every part thereof shall be effective upon
delivery to the Bank, without further act, condition or acceptance by the Bank, shall be binding upon the Guarantors and upon the heirs, legal representatives, successors and assigns of the
Guarantors, and shall inure to the benefit of said Bank, its successors, legal representatives and assigns. The Guarantors waive notice of the Bank's acceptance hereof. This Guaranty may be executed
in counterparts and by different parties hereto on separate counterpart signature pages, each of which shall be an original, but all together to be one and the same instrument.

18.   Each
Guarantor hereby submits to the nonexclusive jurisdiction of the United States District Court for the Northern District of Illinois and of any Illinois State court
sitting in the City of Chicago for purposes of all legal proceedings arising out of or relating to this Guaranty or the transactions contemplated hereby. Each Guarantor irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding
brought in such court has been brought in an inconvenient forum. EACH GUARANTOR AND THE BANK HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[SIGNATURE
PAGE TO FOLLOW]

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IN
WITNESS WHEREOF, the Guarantors have caused this Guaranty to be executed and delivered as of the date first above written.

| |  | QUIXOTE TRANSPORTATION SAFETY, INC                                              
| |  | --------------------------------------------------------------------------------
| |  | By:                                                                             
| |  | Name:                                                                           
| |  | Title:                                                                          
| |  | Address:                                                                        
| |  | Telephone No.: (312) 467-6755
Facsimile No.: (312) 467-0197
Attention: President
| |  | TRANSAFE CORPORATION                                                            
| |  | By:                                                                             
| |  | Name:                                                                           
| |  | Title:                                                                          
| |  | Address:                                                                        
| |  | Telephone No.: (312) 467-6755
Facsimile No.: (312) 467-0197
Attention: President
| |  | ENERGY ABSORPTION SYSTEMS, INC.                                                 
| |  | By:                                                                             
| |  | Name:                                                                           
| |  | Title:                                                                          
| |  | Address:                                                                        
| |  | Telephone No.: (312) 467-6755
Facsimile No.: (312) 467-0197
Attention: President

6

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| |  | ENERGY ABSORPTION SYSTEMS (AL) LLC                                              
| |  | --------------------------------------------------------------------------------
| |  | By:                                                                             
| |  | By:                                                                             
| |  | Name:                                                                           
| |  | Title:                                                                          
| |  | Address:                                                                        
| |  | Telephone No.: (312) 467-6755
Facsimile No.: (312) 467-0197
Attention: President
| |  | SURFACE SYSTEMS,INC.                                                            
| |  | By:                                                                             
| |  | Name:                                                                           
| |  | Title:                                                                          
| |  | Address:                                                                        
| |  | Telephone No.: (312) 467-6755
Facsimile No.: (312) 467-0197
Attention: President
| |  | NU-METRICS, INC.                                                                
| |  | By:                                                                             
| |  | Name:                                                                           
| |  | Title:                                                                          
| |  | Address:                                                                        
| |  | Telephone No.: (312) 467-6755
Facsimile No.: (312) 467-0197
Attention: President

7

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| |  | HIGHWAY INFORMATION SYSTEMS, INC.                                               
| |  | --------------------------------------------------------------------------------
| |  | By:                                                                             
| |  | Name:                                                                           
| |  | Title:                                                                          
| |  | Address:                                                                        
| |  | Telephone No.: (312) 467-6755
Facsimile No.: (312) 467-0197
Attention: President
| |  | U.S. TRAFFIC CORPORATION
f/k/a Green Light Acquisition Company                  
| |  | By:                                                                             
| |  | Name:                                                                           
| |  | Title:                                                                          
| |  | Address:                                                                        
| |  | Telephone No.: (312) 467-6755
Facsimile No.: (312) 467-0197
Attention: President

8

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Accepted
and agreed to as of the date first above written.

| |  | HARRIS TRUST AND SAVINGS BANK                                                                                                                                                     
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                               
| |  | Name:                                                                                                                                                                             
| |  | Title:                                                                                                                                                                            
| |  | Address:
  
  
115 South LaSalle Street
19th Floor West
Chicago, Illinois 60603
Attention: Managing Director, Derivative Sales
Telephone: (312) 845-4010
Facsimile: (312) 845-4075

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IMPORTANT NOTICE TO GUARANTORS

You are being asked to guarantee this debt, as well as all future debts of the debtor entered into with the bank. Think carefully before you do. If the debtor
doesn't pay the debt, you will have to. Be sure you can afford to pay if you have to, and that you want to accept this responsibility. You may also have to pay late fees or collection costs, which
increase this amount.

The
bank can collect this debt from you without first trying to collect from the debtor. The bank can use the same collection methods against you that can be used against the debtor,
such as suing you, garnishing your wages, etc. If this debt is ever in default, that fact may become part of your credit record.

This
notice is not the contract that makes you liable for the debt.

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EXHIBIT A  TO  GUARANTY AGREEMENT

ASSUMPTION AND SUPPLEMENT TO GUARANTY AGREEMENT

This Assumption and Supplement to Guaranty Agreement (the "Agreement") is dated as of
this         day
of                   , 20    , made by [new guarantor], a(n)corporation/limited
liability company/partnership(the "New Guarantor") in favor of Harris Trust and Savings Bank (the
"Bank");

WITNESSETH THAT:

WHEREAS, certain parties have executed and delivered to the Bank that certain Guaranty Agreement dated as of September 18, 2003 (such Guaranty Agreement, as
the same may from time to time be modified or amended, including supplements thereto which add or substitute parties as Guarantors thereunder, being hereinafter referred to as the
"Guaranty") pursuant to which such parties (the "Existing Guarantors") have guaranteed to the Bank the full
and prompt payment of, among other things, any and all indebtedness, obligations and liabilities of Quixote Corporation, a Delaware corporation (the
"Borrower"), from time to time owing to the Bank under or in connection with the Master Agreement; and

WHEREAS,
the Borrower provides the New Guarantor with substantial financial, managerial, administrative, technical and design support and the New Guarantor will directly and
substantially benefit from credit and other financial accommodations extended and to be extended by the Bank to the Borrower under the Master Agreement;

NOW,
THEREFORE, FOR VALUE RECEIVED, and in consideration of advances made or to be made, or credit accommodations given or to be given, to the Borrower by the Bank from time to time, the
New Guarantor hereby agrees as follows:

1.     The
New Guarantor acknowledges and agrees that it shall become a "Guarantor" party to the Guaranty effective upon the date the New Guarantor's execution of this Agreement
and the delivery of this Agreement to the Bank, and that upon such execution and delivery, all references in the Guaranty to the terms 'Guarantor' or "Guarantors" shall be deemed to include the New
Guarantor.

2.     The
New Guarantor hereby assumes and becomes liable (jointly and severally with all the other Guarantors) for the indebtedness hereby guaranteed (as defined in the
Guaranty) and agrees to pay and otherwise perform all of the obligations of a Guarantor under the Guaranty according to, and otherwise on and subject to, the terms and conditions of the Guaranty to
the same extent and with the same force and effect as if the New Guarantor had originally been one of the Existing Guarantors under the Guaranty and had originally executed the same as such an
Existing Guarantor.

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3.     All
capitalized terms used in this Agreement without definition shall have the same meaning herein as such terms have in the Guaranty, except that any reference to the
term "Guarantor" or "Guarantors" and any provision of the Guaranty providing meaning to such term shall be deemed a reference to the Existing Guarantors and the New Guarantor. Except as specifically
modified hereby, all of the terms and conditions of the Guaranty shall stand and remain unchanged and in full force and effect.

4.     The
New Guarantor agrees to execute and deliver such further instruments and documents and do such further acts and things as the Bank may deem necessary or proper to
carry out more effectively the purposes of this Agreement.

5.     No
reference to this Agreement need be made in the Guaranty or in any other document or instrument making reference to the Guaranty, any reference to the Guaranty in any
of such to be deemed a reference to the Guaranty as modified hereby.

6.     This
Agreement shall be governed by and construed in accordance with the State of Illinois (without regard to principles of conflicts of law) in which state it shall be
performed by the New Guarantor.

| | [NEW GUARANTOR]                       
| | --------------------------------------
| | By
Name
Title                         
| | Address:                              
| | Telephone:    (    )
Facsimile: (    )

Acknowledged
and agreed to in Chicago, Illinois, as of the date first above written.

| |                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | HARRIS TRUST AND SAVINGS BANK                                                                                                                                     
| | By
Name
Title                                                                                                                                                     
| | Address:                                                                                                                                                          
| | 115 South LaSalle Street
19th Floor West
Chicago, Illinois 60603
Attention: Managing Director, Derivative Sales
Telephone: (312) 845-4010
Facsimile: (312)845-4075

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