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                                                                EXHIBIT 10(g)

                    THE QUIXOTE CORPORATION INCENTIVE SAVINGS PLAN
                          HIGHLIGHTS AND GENERAL INFORMATION


PLAN NAME:               The Quixote Corporation Incentive Savings Plan. 

EFFECTIVE DATE:          The Quixote Corporation Incentive Savings Plan was
                         originally effective on July 1, 1984.  This booklet
                         describes it in operation on July 1, 1997.

TYPE OF PLAN:            401(k) PLAN

PLAN YEAR:               The PLAN YEAR is the 12-month period beginning on
                         January 1 each year and ending on December 31.  Records
                         for the PLAN are kept on a PLAN YEAR basis.

YOUR EMPLOYER:           Quixote Corporation
                         One East Wacker Drive
                         Chicago, IL  60601
                         Employer Identification Number:  36-2675371
                         Plan Number: 001

PLAN ADMINISTRATOR:
                         Quixote Corporation will serve as PLAN ADMINISTRATOR. 
                         You may contact your PLAN ADMINISTRATOR at: 

                         Quixote Corporation
                         One East Wacker Drive
                         Chicago, IL  60601
                         (312) 467-6755

ELIGIBILITY REQUIREMENTS:
                         -    Hourly or salaried employee
                         -    Labor Union members are NOT allowed to participate
                              in this PLAN 
                         -    21 years of age
                         -    Not classified as a leased employee

YOUR CONTRIBUTIONS:
                         -    PRE-TAX CONTRIBUTIONS -- 2% to 18% of your
                              ELIGIBLE EARNINGS
                         -    ROLLOVER CONTRIBUTIONS --  funds transferred to
                              your ACCOUNT directly from a QUALIFIED retirement
                              savings PLAN 

EMPLOYER CONTRIBUTIONS:
                         -    MATCHING CONTRIBUTIONS -- $.50 for every $1 of
                              PRE-TAX CONTRIBUTIONS up to a maximum of 7% of
                              your ELIGIBLE EARNINGS 
                         -    DISCRETIONARY CONTRIBUTIONS 

VESTING:                 -    100% immediate VESTING in all contributions made
                              to your ACCOUNT

<PAGE>

TO MAKE CHANGES          -    Call AnswerLine at 1-800-253-2287
TO YOUR ACCOUNT:         -    Contact your PLAN ADMINISTRATOR

TAKING MONEY OUT OF YOUR ACCOUNT:
                         -    LOANS permitted quarterly from your PRE-TAX
                              CONTRIBUTIONS and ROLLOVER CONTRIBUTIONS
                         -    DISTRIBUTIONS:
                              --   Termination
                              --   Retirement
                              --   DISABILITY
                              --   Death (payment made to your beneficiary(ies))

                         Note:     There may be limits and tax liabilities on
                                   PLAN payments; please see your PLAN
                                   ADMINISTRATOR for details.

PAYMENT OPTION:          One-time lump sum cash payment

TRUSTEE:                 CG Trust Company, an Illinois Company
                         525 West Monroe Street, Suite 1800
                         Chicago, IL 60661-3629

AGENT FOR LEGAL PROCESS:
                         Your PLAN ADMINISTRATOR is designated to receive any
                         summons or legal notice informing the PLAN of a legal
                         action in which it may be involved.

PLAN FIDUCIARY:          The PLAN'S fiduciary is the PLAN ADMINISTRATOR.

<PAGE>

                        USING THIS "SUMMARY PLAN DESCRIPTION"

If you make this PLAN your primary method of retirement saving, you may be able
to reach your goals more quickly. Whether you've already begun to save for your
future or are just thinking about it, the information contained in this booklet
is very important to you. Please read it very carefully.

We recognize that some aspects of the PLAN are difficult to understand.  For
this reason, we have included examples throughout this booklet, which will
always appear in shaded boxes like the following example.

               EXAMPLE:

               All of the examples in this booklet will be based
               on the following fictional employees:

                    1.   BOB SMITH, Age 21
                         Years of service: 2
                         Annual Salary:  $15,000

                    2.   SALLY KEE, Age 45
                         Years of service: 10
                         Annual Salary:  $20,000

     Definitions of words or phrases that appear bolded and italicized (e.g.,
     PLAN) can be found in the Glossary at the end of the booklet.  Following
     the Glossary, you will find an Index containing IRS terms and acronyms that
     you may have encountered. These terms are also bolded and italicized
     throughout the text.

     Remember that the information in this booklet is only an overview of the
     important provisions of your PLAN.  Every effort has been made to
     accurately describe the PLAN provisions which are contained in the PLAN
     document.  If there is a difference between this booklet and the PLAN
     document, the PLAN document will govern. You can review the PLAN in the
     PLAN ADMINISTRATOR'S office during regular business hours if you have any
     questions this booklet doesn't answer.  If you want your own copy of the
     PLAN, please write your PLAN ADMINISTRATOR.  There may be a small charge.

<PAGE>

                                  TABLE OF CONTENTS

1.   INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
               Why You Should Be a Part of the Plan. . . . . . . . . . . . . .1
               How the Quixote Corporation Incentive Savings Plan Works. . . .1
2.   ELIGIBILITY AND ENROLLMENT. . . . . . . . . . . . . . . . . . . . . . . .1
3.   PLAN CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
               Pre-Tax Contributions . . . . . . . . . . . . . . . . . . . . .2
               Matching Contributions. . . . . . . . . . . . . . . . . . . . .2
               Discretionary Contributions . . . . . . . . . . . . . . . . . .2
               Qualified Contributions . . . . . . . . . . . . . . . . . . . .3
               Rollover Contributions. . . . . . . . . . . . . . . . . . . . .3
               The Limit on Total Contributions. . . . . . . . . . . . . . . .3
4.   VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
5.   OBTAINING INFORMATION ABOUT YOUR ACCOUNT. . . . . . . . . . . . . . . . .3
               Your Participant Financial Statement. . . . . . . . . . . . . .3
6.   YOUR INVESTMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . .3
7.   MAKING CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
               Changing the Amount of Your Future Contributions. . . . . . . .4
               Suspending or Resuming Your Contributions . . . . . . . . . . .4
               Transferring Funds and/or Changing Your Investment Choices. . .4
8.   TAKING MONEY OUT OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . .4
               Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
               Distributions . . . . . . . . . . . . . . . . . . . . . . . . .6
               Rollover Distributions. . . . . . . . . . . . . . . . . . . . .7
               Choosing Your Payment Options . . . . . . . . . . . . . . . . .7
9.   TERMINATION OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . .8
10.  TAX RULES AFFECTING PLAN PAYMENTS . . . . . . . . . . . . . . . . . . . .8
               Mandatory 20% Withholding . . . . . . . . . . . . . . . . . . .8
               10% Additional Penalty Tax. . . . . . . . . . . . . . . . . . .8
11.  SURVIVOR BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
               Choosing a Beneficiary. . . . . . . . . . . . . . . . . . . . .9
               Payment of Survivor Benefits to Your Spouse . . . . . . . . . .9
               Payment of Survivor Benefits to a Nonspouse Beneficiary . . . .10
12.  EVENTS THAT MAY AFFECT YOUR ACCOUNT . . . . . . . . . . . . . . . . . . .10
               If the Plan Is Terminated . . . . . . . . . . . . . . . . . . .10
               If Circumstances Require the Delay of a Withdrawal. . . . . . .10
               Transfers from the Guaranteed Income Fund May Be Limited. . . .10
               If a Court Issues a Domestic Relations Order. . . . . . . . . .10
               If You Are a Highly Compensated Employee. . . . . . . . . . . .11
               If the Plan Is Determined to be Top Heavy . . . . . . . . . . .11
13.  YOUR ERISA RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
               If Your Request for Retirement Income is Denied . . . . . . . .12
               Requesting a Review of the Denial . . . . . . . . . . . . . . .12
               Time Extensions . . . . . . . . . . . . . . . . . . . . . . . .13
               Other Rights You May Have . . . . . . . . . . . . . . . . . . .13
14.  ADDITIONAL INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . .13
               Approval by the IRS . . . . . . . . . . . . . . . . . . . . . .13
               Description of Entity That Maintains the Plan . . . . . . . . .14
               Pension Benefit Guaranty Corporation  . . . . . . . . . . . . .14
15.  GLOSSARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
16.  INDEX OF ACRONYMS AND IRS TERMS . . . . . . . . . . . . . . . . . . . . .19

<PAGE>

                                  1.   INTRODUCTION

WHY YOU SHOULD BE A PART OF THE PLAN
     In the following pages, you will read about one of your most important
     company benefits, the Quixote Corporation Incentive Savings Plan.  If you
     become a PARTICIPANT, you can:

          -    Reduce the amount of taxes you owe now;

          -    Postpone paying taxes on money you save and the investment income
               it earns; 

          -    Take advantage of EMPLOYER contributions and postpone paying
               taxes on the investment income they earn; and 

          -    Build retirement equity for your future.

HOW THE QUIXOTE CORPORATION INCENTIVE SAVINGS PLAN WORKS 
     When you enroll in the PLAN, you decide what percentage of your pay you 
     want to save through the PLAN and how you would like your savings 
     invested. You may contribute from your gross (pre-tax) salary.  The 
     money you put into the PLAN is automatically deducted from your 
     paycheck, deposited into your individual ACCOUNT, and invested according 
     to your instructions.

     We may also contribute money to your ACCOUNT. This money will be invested
     according to our instructions.

     There are some limits to these contributions which you will find explained
     in detail in Chapter 3, Plan Contributions, on page 2.

     You control the amount of contributions to your ACCOUNT.  You may change
     the amount you choose to contribute or stop contributing altogether. 


                           2.   ELIGIBILITY AND ENROLLMENT

You can enroll in the Quixote Corporation Incentive Savings Plan if you meet the
following requirements:

     -    You are 21 years old
     -    You are an hourly or salaried employee
     -    You are not a member of a Labor Union, UNLESS your COLLECTIVE
          BARGAINING AGREEMENT (or contract) provides for coverage under this
          PLAN
     -    You are not classified as a leased employee 

Once you are eligible to participate, your PLAN ADMINISTRATOR will provide you
with enrollment information.  Your participation will be effective on the next
January 1 or July 1 following the date you enroll.

                                       1


<PAGE>

If you are a FORMER EMPLOYEE who has been rehired, please consult your PLAN
ADMINISTRATOR for details about your participation in the Quixote Corporation
Incentive Savings Plan.


                               3.   PLAN CONTRIBUTIONS

PRE-TAX CONTRIBUTIONS
     PRE-TAX CONTRIBUTIONS are subtracted from the amount you report to the IRS
     as taxable income.  You will pay no income taxes on PRE-TAX CONTRIBUTIONS
     or investment earnings on these contributions until you take them out of
     the PLAN.

     You may contribute an amount from 2% to 18% of your ELIGIBLE EARNINGS. 
     PRE-TAX CONTRIBUTIONS will automatically be deducted from your paycheck
     each pay period.

                            ANNUAL       % PRE-TAX    TOTAL ANNUAL
             EMPLOYEE        PAY       CONTRIBUTION   CONTRIBUTION

             Bob Smith    $15,000.00          3%         $450.00

             Sally Kee    $20,000.00          6%       $1,200.00


     LIMITS ON PRE-TAX CONTRIBUTIONS
     The IRS limits the total amount of your PRE-TAX CONTRIBUTIONS each year. 
     This amount is adjusted for inflation every year.  For 1998, the limit is
     $10,000.  This limit applies to amounts you contribute to 401(k) PLANS and
     may affect the amounts you contribute to SECTION 403(b) PLANS and
     SIMPLIFIED EMPLOYEE PENSION PLANS.  Any amount that you contribute in
     excess of this limit will be returned to you and treated as taxable income.

MATCHING CONTRIBUTIONS
     For every PRE-TAX dollar you contribute, the company will contribute $.50. 
     The pre-tax dollars upon which the MATCHING CONTRIBUTIONS are based shall
     not exceed 7% of your ELIGIBLE EARNINGS.


                            PRE-TAX       MATCHING         TOTAL
             EMPLOYEE    CONTRIBUTIONS  CONTRIBUTIONS  CONTRIBUTIONS

           Bob Smith       $450.00       $225.00         $675.00
           Sally Kee     $1,200.00       $600.00       $1,800.00


     DISCRETIONARY CONTRIBUTIONS
     We may choose to make a DISCRETIONARY CONTRIBUTION. The amount of this
     contribution may vary from year to year.  It will be allocated to you in
     the same proportion that your ELIGIBLE EARNINGS bear to the total ELIGIBLE
     EARNINGS paid to all PLAN PARTICIPANTS.

                                       2

<PAGE>

QUALIFIED CONTRIBUTIONS
     At times, to maintain a QUALIFIED PLAN, we may need to make a "qualified"
     contribution.  Qualified contributions will not be made to HIGHLY
     COMPENSATED EMPLOYEES.  The qualified contributions may be made as
     QUALIFIED MATCHING or QUALIFIED NONELECTIVE CONTRIBUTIONS.

ROLLOVER CONTRIBUTIONS
     Money from your former EMPLOYER'S qualified retirement PLAN may be "rolled
     over" to your  PLAN.  There are special rules for ROLLOVER CONTRIBUTIONS. 
     Please contact your PLAN ADMINISTRATOR for more details. 

THE LIMIT ON TOTAL CONTRIBUTIONS
     In addition to the annual limit on PRE-TAX CONTRIBUTIONS, there is also a
     limit on the TOTAL amount of ALL types of contributions (excluding ROLLOVER
     CONTRIBUTIONS) you receive each year.  This limit is the SMALLER of two
     amounts:

          -    $30,000 (to be adjusted for inflation each year);  or 
          -    25% of your salary.

     The IRS also places special limitations on the contributions of HIGHLY
     COMPENSATED EMPLOYEES.  If you need more information on these limits,
     please see your PLAN ADMINISTRATOR.


                                     4.   VESTING

Vesting means that you have a right to all or a portion of the money in your
ACCOUNT -- rights that cannot be FORFEITED or otherwise taken away.  This PLAN
provides for 100% immediate vesting of all contributions made to your ACCOUNT. 


                    5.   OBTAINING INFORMATION ABOUT YOUR ACCOUNT

YOUR PARTICIPANT FINANCIAL STATEMENT
     Periodically you will receive a statement which summarizes all the activity
     in your ACCOUNT, including new contributions or LOANS, as well as
     earnings/losses on your investments.


                             6.   YOUR INVESTMENT OPTIONS

You can choose to invest your PRE-TAX CONTRIBUTIONS and ROLLOVER CONTRIBUTIONS
in the wide variety of funds offered under your PLAN.  Each of these funds is
designed with a specific investment objective.  You should become familiar with
each fund's investment goals and level of risk before making your investment
decision.

                                       3

<PAGE>

Information on the funds was included with your enrollment materials and is
available through AnswerLine.  Please contact your PLAN ADMINISTRATOR if you
would like further information on the funds your PLAN offers.

Our PLAN is intended to meet the requirements of ERISA section 404(c) and its
regulations.  Under these rules, the PLAN'S fiduciaries may be relieved of
liability for losses that are a direct and necessary result of your investment
instructions.  Please contact your PLAN ADMINISTRATOR for details. 


                                 7.   MAKING CHANGES

As your personal situation changes, you may decide to change the amount you
elect to contribute and/or your investment choices.  Your PLAN allows you to
make the changes you need by following these simple guidelines:

CHANGING THE AMOUNT OF YOUR FUTURE CONTRIBUTIONS
     You can change the amount of your PRE-TAX CONTRIBUTIONS on January 1, April
     1, July 1 and October 1.

SUSPENDING OR RESUMING YOUR CONTRIBUTIONS
     You may suspend your contributions by notifying your PLAN ADMINISTRATOR. 
     Once you suspend your contributions, you may resume at either July 1 or
     January 1.

TRANSFERRING FUNDS AND/OR CHANGING YOUR INVESTMENT CHOICES
     You may change the way your FUTURE PRE-TAX CONTRIBUTIONS are invested among
     your PLAN'S various investment funds.  You may also transfer PRE-TAX
     CONTRIBUTIONS already in your ACCOUNT between the funds.  To perform these
     transactions you may call AnswerLine or contact your PLAN ADMINISTRATOR.

     Transfers do not change the way your FUTURE PRE-TAX CONTRIBUTIONS are
     allocated; if you want to change the way your future PRE-TAX CONTRIBUTIONS
     will be invested, you must specifically request such a change.

     You will receive written confirmation of your transaction by mail.


                          8.   TAKING MONEY OUT OF THE PLAN

Please read this section very carefully before deciding to take money out of
your ACCOUNT.  You should also review Chapter 10, Tax Rules Affecting Plan
Payments, on page 8.

You may receive money from your ACCOUNT in two ways:

          -    LOANS
          -    DISTRIBUTIONS

                                       4

<PAGE>

LOANS
     Your PLAN lets you borrow from your PRE-TAX CONTRIBUTIONS AND ROLLOVER
     CONTRIBUTIONS.  To apply for a LOAN, you must be an ACTIVE EMPLOYEE and you
     may not already have a LOAN outstanding.  LOANS are only available on a
     quarterly basis.

     TYPES OF LOANS:
          -    General purpose LOAN
          -    LOAN used to purchase your primary residence

     LIMITS ON THE AMOUNT YOU MAY BORROW
     The minimum amount you can borrow is $1,000.  The maximum is 50% of your
     entire ACCOUNT BALANCE.  You may never borrow more than $50,000 minus the
     highest outstanding balance on any individual PLAN LOAN during the last 12
     months.

     APPLYING FOR A LOAN
     To request a LOAN:

          -    Call AnswerLine;

          -    Experiment with different loan amounts and repayment terms;

          -    Confirm your loan request.  (IF YOU CHANGE YOUR MIND ABOUT TAKING
               A LOAN, DO NOT CONFIRM YOUR REQUEST.)  ONCE A LOAN HAS BEEN
               APPROVED, IT CANNOT BE CANCELED.

     Since LOANS are only available on a quarterly basis, you will need to call
     AnswerLine to apply for your LOAN during December, March, June or September
     to receive your LOAN packet for processing on the respective quarter-end.

     You will be required to sign a note promising to repay the amount of the
     LOAN, plus interest.  This promissory note verifies that your ACCOUNT
     BALANCE will be used as security, guaranteeing that your LOAN will be paid
     back to your ACCOUNT.

     Your PLAN ADMINISTRATOR has the authority to set interest rates based on
     regulatory guidelines. Since interest rates are constantly changing, you
     should check with your PLAN ADMINISTRATOR or AnswerLine for the current
     rate at the time of your LOAN application. Once your LOAN is approved, the
     rate will remain in effect until you repay the LOAN.

     LOAN REPAYMENT
     Generally, you may take up to five years to repay a general purpose 
     LOAN, in equal installments.  If you are using the LOAN to purchase your 
     primary residence, your PLAN ADMINISTRATOR may allow you a longer 
     repayment period. You must repay the LOAN through payroll deductions. 

     Your PLAN may allow you to prepay your LOAN, at any time, without 
     penalty. When you repay the LOAN, both the principal and the interest 
     will be reinvested in your ACCOUNT.

                                       5

<PAGE>


     DEFAULTING ON A LOAN
     If you do not make any payment due within any 90-day period, your PLAN
     ADMINISTRATOR may determine that your LOAN is in default.  If this happens:

          -    The full amount will be due and payable immediately.  

          -    The outstanding balance of the LOAN will be reported to the IRS
               as ordinary income and  you will have to pay federal and state
               income tax on this amount. 

          -    Future applications you make for a LOAN may be denied.  

     If you think you are in danger of defaulting on a LOAN, contact your PLAN
     ADMINISTRATOR immediately.

DISTRIBUTIONS
     You are automatically eligible to receive a DISTRIBUTION of your ACCOUNT
     BALANCE when you:

          -    Retire
          -    Terminate
          -    Become DISABLED
          -    Die (in which case payment will be made to your BENEFICIARY(IES))

     NORMAL RETIREMENT
     NORMAL RETIREMENT under this PLAN occurs when you reach age 65 or older. 

     AFTER AGE 70-1/2
     If you're still employed on or after age 70-1/2, and you are considered a
     5% owner, you must begin to receive a DISTRIBUTION of your ACCOUNT not
     later than April 1 following the calendar year in which you reach the age
     of 70-1/2.  If you are not a 5% owner, the rules vary depending on when you
     turn age 70-1/2.  See your Plan Administrator for detail on how these rules
     apply to you.

     TERMINATION
     If you leave employment before you retire, you will be entitled to a lump
     sum payment equal to your ACCOUNT BALANCE which you may take as a personal
     cash payment  or roll over into either your own INDIVIDUAL RETIREMENT
     ACCOUNT (IRA) or another QUALIFIED PLAN.  

     For information on your potential tax liabilities, see Chapter 10, Tax
     Rules Affecting Plan Payments, on page 8, and the section on Rollover
     Distributions on page 7 of this chapter. 

     PERMANENT DISABILITY
     If you terminate your employment because of disability, you will receive a
     full cash DISTRIBUTION.

                                       6

<PAGE>


     DEATH
     If you die while employed, your BENEFICIARY(IES) will receive the full
     value of your ACCOUNT.  If you are married, your spouse will be the
     BENEFICIARY unless he or she has willingly given up that right.  This is
     discussed in more detail in Chapter 11, Survivor Benefits, on page 9.

ROLLOVER DISTRIBUTIONS
     You may defer paying tax on some taxable payments by electing a rollover
     DISTRIBUTION, for payments of $200 or more, instead of a personal payment. 
     There are two different types of rollover DISTRIBUTIONS: 

     DIRECT ROLLOVER
     In a direct rollover, all funds due to you are sent to either an INDIVIDUAL
     RETIREMENT ACCOUNT (IRA) or another QUALIFIED PLAN.  No funds are paid to
     you.  By directly rolling over the taxable portion of your funds, you avoid
     the mandatory 20% withholding.  See Chapter 10, Tax Rules Affecting Plan
     Payments, on page 8.  If you have an outstanding LOAN and you want to roll
     over your entire ACCOUNT balance, you must repay your LOAN before taking a
     DISTRIBUTION.

     Your payment will not be taxed until you take it out of the IRA or
     QUALIFIED PLAN. Therefore, you will pay no tax on it in the current year
     and no income tax will be withheld from the payment.

     INDIRECT ROLLOVER
     In an indirect rollover, all funds are first paid to you.  Your PLAN
     ADMINISTRATOR is required by law to withhold 20% of the taxable portion of
     your funds for income taxes.  The 20% withheld is credited to your taxes
     due when you file your income tax return.  You may roll over the remaining
     80% of the funds to an INDIVIDUAL RETIREMENT ACCOUNT (IRA) or another
     QUALIFIED PLAN within 60 days of the time you receive the DISTRIBUTION.  

     You will not be taxed on the amount rolled over until you take the money
     out of the IRA or QUALIFIED PLAN.

     If you wish to roll over the full 100% of the taxable portion of your
     payment, you will have to make up 20% of the payment from another source. 
     If you only roll over the 80% that you actually received, you will be taxed
     on the 20% that was withheld but not rolled over.  See Chapter 10, Tax
     Rules Affecting Plan Payments, on page 8.

CHOOSING YOUR PAYMENT OPTIONS
          There are several choices you may need to make.  You may choose to:

          -    Consent to a single lump sum payment; or
          
          -    Postpone payment to a later date.  If you do not elect to take
               full payment, or roll over  your account when you terminate
               employment, you may defer your ACCOUNT.

               You must pay all fees and expenses to maintain your interest in
               the PLAN.  These expenses will be withdrawn directly from your
               account.

                                       7

<PAGE>

               During the time that your  interest remains in the PLAN, you may
               continue to make investment transfers subject to the requirements
               of the PLAN.  You may, at any time, take a full distribution of
               your account by writing the PLAN ADMINISTRATOR.

     Notwithstanding the above, if your  interest never exceeded $3,500, the
     DISTRIBUTION will be made as soon as possible and will be made in the form
     of a single lump sum cash payment.  


                            9.   TERMINATION OF EMPLOYMENT

If you leave the company, you are entitled to the value of  your entire ACCOUNT
balance. 


                        10.  TAX RULES AFFECTING PLAN PAYMENTS

MANDATORY 20% WITHHOLDING
     Whenever you receive a DISTRIBUTION from the PLAN,  and there is no direct
     rollover to an IRA or another QUALIFIED PLAN, the IRS requires your PLAN
     ADMINISTRATOR to withhold 20% of the DISTRIBUTION.  This 20% withholding is
     not a tax; it is credited to any future federal income tax that you may
     owe.  This amount will automatically be deducted from the amount paid to
     you.


               Example:

               Sally Kee, age 45, decides to leave the company. 
               She initially elects a personal payment of her
               account balance.  A month later, she starts a new
               job and wishes to roll over her distribution into
               her new employer's qualified plan.

               Her account balance is:                  $10,000       
               Less 20% withholding:                    - 2,000       
                                                        -------
               Total cash received                      $8 ,000       
                                                        -------
                                                        -------

10% ADDITIONAL PENALTY TAX
     Any payment of TAXABLE money from your ACCOUNT is generally subject to an
     additional 10% federal tax penalty if you take it out "early," which is
     defined as:

          -    Before you reach the age of 59-1/2.
          -    For reasons other than permanent DISABILITY or death.

     This penalty tax does NOT APPLY to the following types of payments:

          -    Any full DISTRIBUTION made when you terminate employment at or
               after age 55.

                                       8

<PAGE>

          
          -    Any DISTRIBUTION made under the terms of a QUALIFIED DOMESTIC
               RELATIONS ORDER, which is a court order creating or recognizing
               an alternate payee's (e.g., spouse, former spouse, child) right
               to part or all of your PLAN benefits.  See Chapter 12, Events
               That May Impact Your Account, on page 10 for more information
               about DOMESTIC RELATIONS ORDERS.

          -    Any corrective DISTRIBUTIONS necessary to comply with IRS
               contribution limits.

     If you have questions about tax rules affecting PLAN payments, please
     contact your tax advisor.  

                                11.  SURVIVOR BENEFITS

Survivor benefits are an important part of the financial security and peace of
mind this PLAN provides.  In this section, we discuss these benefits in more
detail as well as the decisions you'll need to make about them before you
retire.

CHOOSING A BENEFICIARY
     When you enroll in the PLAN, you'll receive a BENEFICIARY designation form
     that you can use to name your BENEFICIARY.

     Generally, this PLAN requires that 100% of your  ACCOUNT BALANCE be used to
     provide benefits for your spouse.  You may name someone other than your
     spouse as BENEFICIARY at any time, provided that your spouse consents to
     this change in writing and the consent is notarized. 

     If your spouse consents to waive his or her right to a survivor benefit,
     you may cancel this waiver at any time before your death.  If you do so,
     your spouse again becomes your BENEFICIARY.  If you wish, you may also make
     a new choice, subject to the same consent provisions discussed above.

     You and your spouse need to understand your respective rights and
     obligations concerning the benefits payable at your death, particularly the
     financial impact a waiver will have on your spouse.  Your PLAN
     ADMINISTRATOR will provide you with information on this.

     If you are married and you die without complying with these BENEFICIARY
     requirements, 100% of your ACCOUNT BALANCE will be payable to your spouse.

     Of course, it is very important that you keep the PLAN ADMINISTRATOR
     informed of any changes in your marital status and of the proper name and
     address of your BENEFICIARY.

PAYMENT OF SURVIVOR BENEFITS TO YOUR SPOUSE
     If you die BEFORE you receive the DISTRIBUTION of your ACCOUNT BALANCE,
     your spouse is entitled to a lump sum payment of your ACCOUNT.

     Your spouse's choice of payment options may be limited by certain IRS tax
     rules, in which case your PLAN ADMINISTRATOR will provide your spouse with
     any necessary information. 

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     The DISTRIBUTION must be made no later than five years after your death.

PAYMENT OF SURVIVOR BENEFITS TO A NONSPOUSE BENEFICIARY
     If you die BEFORE you've started to receive payment of your ACCOUNT:

     Your BENEFICIARY will receive payment of your ACCOUNT BALANCE within a
     reasonable period after the PLAN ADMINISTRATOR has been notified of your
     death.  Your BENEFICIARY may also specifically choose to postpone a cash
     payment for up to five years after your death.  


                       12.  EVENTS THAT MAY AFFECT YOUR ACCOUNT

Here are some of the events that could have an impact on your ACCOUNT.  Please
note how your contributions and/or benefits would be affected in each case.

IF THE PLAN IS TERMINATED
     You may expect the PLAN to continue indefinitely; however, unforeseen
     circumstances may occur.  If this PLAN is terminated and a successor
     qualified salary deferral retirement PLAN is not established, you will be
     entitled to receive payment of your ACCOUNT BALANCE.

IF CIRCUMSTANCES REQUIRE THE DELAY OF A WITHDRAWAL
     There will be no delay in payment in cases of death, retirement,
     termination of employment, or total and permanent DISABILITY.

TRANSFERS FROM THE GUARANTEED INCOME FUND MAY BE LIMITED
     Under certain circumstances the amount transferred from the guaranteed
     income fund to other investment funds may be limited by Connecticut General
     Life Insurance Company.  Please see your PLAN ADMINISTRATOR for further
     information on transferring funds from the guaranteed income fund.

IF A COURT ISSUES A DOMESTIC RELATIONS ORDER
     If you become divorced or separated, the court may assign part or all of
     your benefit to an alternate payee (such as your spouse, former spouse,
     child or other dependent) through a DOMESTIC RELATIONS ORDER.  This is a
     court order that recognizes the alternate payee's right to part or all of
     your benefit.  While ERISA (the EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
     1974) generally protects PLAN benefits against creditors, DOMESTIC
     RELATIONS ORDERS that are deemed qualified by the PLAN ADMINISTRATOR are an
     exception.

     A QUALIFIED DOMESTIC RELATIONS ORDER (QDRO) can force payment of benefits
     to an alternate payee even though the PLAN prohibits DISTRIBUTIONS earlier
     than retirement, termination, death, or DISABILITY.  The law requires that
     your PLAN ADMINISTRATOR determine, within a reasonable amount of time,
     whether the DOMESTIC RELATIONS ORDER is qualified.  Your PLAN ADMINISTRATOR
     must follow specific procedures to ensure that your benefits are properly
     distributed.  This can sometimes be a time-consuming process.  You and each
     alternate payee will be notified of the PLAN ADMINISTRATOR'S decision.

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<PAGE>

IF YOU ARE A HIGHLY COMPENSATED EMPLOYEE
     To ensure that the PLAN does not offer unfair advantages to some employees
     over others, the Internal Revenue Code places some restrictions on the
     participation in the PLAN by HIGHLY COMPENSATED EMPLOYEES.  To make sure
     these restrictions are followed, certain tests are performed each year and
     any necessary corrective actions must be taken.

     Most employees are permitted to save up to 25% of their ELIGIBLE EARNINGS
     on a tax-deferred basis.  However, HIGHLY COMPENSATED EMPLOYEES may be
     limited in the amounts they may contribute to the PLAN. 

     The Internal Revenue Code has also placed limits on the amounts of EMPLOYER
     contributions made to the ACCOUNTS of HIGHLY COMPENSATED EMPLOYEES.

     If you are a HIGHLY COMPENSATED EMPLOYEE, you should contact your PLAN
     ADMINISTRATOR to see how your ACCOUNT may be affected by these
     restrictions.

IF THE PLAN IS DETERMINED TO BE TOP HEAVY
     A PLAN is termed TOP HEAVY if the value of the ACCOUNTS held by KEY
     EMPLOYEES is 60% or more of the total current value of all ACCOUNTS under
     the PLAN.  KEY EMPLOYEES are generally defined as certain officers and
     shareholders of the company.

     Should this PLAN become TOP HEAVY, you will be notified.  In such a case,
     certain provisions will change in order to compensate NON-KEY EMPLOYEES. 
     If the PLAN is TOP HEAVY, we may be required to make a minimum contribution
     on behalf of all NON-KEY EMPLOYEES who:

          -    Were employed on the last day of the PLAN YEAR during which the
               PLAN was TOP HEAVY; and

          -    Were eligible to participate in the PLAN during that PLAN YEAR.
 

                                13.  YOUR ERISA RIGHTS

     PARTICIPANTS in the PLAN have certain rights and protection under the
     EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, commonly known as ERISA. 
     ERISA states that, as a PLAN PARTICIPANT, you are entitled to:

          -    Examine, without charge, all PLAN documents at the PLAN
               ADMINISTRATOR'S office and other specified locations.  These
               documents include insurance contracts and copies of all
               documents, such as annual reports and PLAN descriptions, filed by
               the PLAN with the U.S. Department of Labor;

          -    Obtain copies of all PLAN documents and other PLAN information
               upon a written request directed to the PLAN ADMINISTRATOR.  The
               PLAN ADMINISTRATOR may charge a reasonable amount for the copies;

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<PAGE>

          -    Receive a summary of the PLAN'S annual financial report.  The
               PLAN ADMINISTRATOR is legally required to give PARTICIPANTS a
               copy of this summary annual report.

          Further, you may not be fired or discriminated against in any way as a
          means of preventing you from obtaining your RETIREMENT BENEFITS or
          exercising your rights under ERISA.

IF YOUR REQUEST FOR RETIREMENT INCOME IS DENIED
     ERISA regulations describe steps that must be taken in the rare cases when
     a claim for payment is denied, either in whole or in part.  A claim might
     be denied if:

          -    The PLAN ADMINISTRATOR does not believe that you are entitled to
               payment; or

          -    The PLAN ADMINISTRATOR disagrees with the payment amount to which
               you believe you are entitled.

     If your claim is denied, the PLAN ADMINISTRATOR has to notify you in
     writing within 90 days after receiving your claim.  The notice must contain
     the following information:

          -    The specific reason(s) your claim was denied.

          -    The PLAN provisions that support the denial.

          -    If your application was incomplete, the additional information
               needed to complete your claim request and an explanation of why
               it is needed.  

          -    Information on what you need to do in order to have the claim
               denial reviewed.

     If you do not receive notice on the status of your claim from the PLAN
     ADMINISTRATOR within 90 days, or within 180 days if it is a special case
     (see Time Extensions on page 13 in this chapter), you can assume your claim
     has been denied and you may request a review of your denial.

REQUESTING A REVIEW OF THE DENIAL
     Once the PLAN ADMINISTRATOR has reviewed your claim and notified you in
     writing of the denial within the required 90-day period, you may contest
     the denial.  You must submit a written request for a review of that denial
     within 60 days of the date of the PLAN ADMINISTRATOR'S written
     notification.  In case the PLAN ADMINISTRATOR does not notify you of the
     denial within the required 90-day period, your request for review should be
     submitted immediately after the 90-day period expires.

     If you wish, you (or your representative) may review the appropriate PLAN
     documents and submit written information supporting your claim to the
     appropriate FIDUCIARY.  Within 60 days of your request, the PLAN
     FIDUCIARIES should notify you in writing of the final decision.  This
     notification must:

          -    Be written in clear, easily understood language; and

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<PAGE>
 
          -    Inform you of the decision, the reasons why that decision was
               made, and the specific PLAN provisions that support it.

     If you do not receive a decision on your request for review within 60 days,
     you can assume your request has been denied.

     If you disagree with the results of the review, you may file suit in
     federal or state court.  If your suit is successful, the court may award
     you legal costs, including attorneys' fees.

TIME EXTENSIONS
     Under special circumstances, the 90-day and 60-day notification periods
     just discussed may be extended by up to 90 days.  You will be informed in
     writing of any extensions before the end of these notification periods. 
     The extension notice will state the special circumstances necessitating the
     delay and the revised date by which you may expect a decision.

OTHER RIGHTS YOU MAY HAVE
     Under ERISA, there are steps you can take to enforce your rights.  For
     instance, if you request materials from the PLAN and do not receive them
     within 30 days, you may file suit in a federal court.  In such a case, the
     court may require the PLAN ADMINISTRATOR to provide the documents and pay
     you up to $110 a day until you receive them -- unless you did not receive
     the materials for reasons beyond the PLAN ADMINISTRATOR'S control.  In
     addition to defining the rights of PLAN PARTICIPANTS, ERISA imposes
     obligations on the people responsible for operating the PLAN.  These
     persons are legally referred to as FIDUCIARIES and must act prudently and
     in the sole interest of the PLAN'S PARTICIPANTS and BENEFICIARIES.  If the
     FIDUCIARIES misuse the PLAN'S money or if you are discriminated against for
     asserting your rights, you may seek assistance from the U.S. Department of
     Labor or you may file suit in a federal court.  The court will decide who
     should pay court costs and legal fees.  If you are successful, the court
     may order the person you have sued to pay these costs and fees.  If you
     lose, however, or if the court finds your claim to be frivolous, the court
     may order you to pay these costs and fees.

     If you have any questions about your PLAN, you should contact the PLAN
     ADMINISTRATOR.  If you have any questions about this statement or about
     your rights under ERISA, you should contact the nearest Area Office of the
     U.S. Labor-Management Services Administration, Department of Labor.


                             14.  ADDITIONAL INFORMATION 

APPROVAL BY THE IRS
     This PLAN is intended to be a "qualified" PLAN under Internal Revenue Code
     section 401(a).  Therefore, certain contributions made to the PLAN are not
     taxable to you until distributed.  In the unlikely event that the IRS
     determines that the PLAN does not meet its qualification requirements, all
     contributions will cease.  At such time, some or all of your contributions
     may be returned.  Any contributions that are returned to you are taxable to
     you in the year that the DISTRIBUTION is made from the disqualified PLAN.

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DESCRIPTION OF ENTITY THAT MAINTAINS THE PLAN
     Connecticut General Life Insurance Company, a CIGNA Company, has been 
     retained to assist us with the operation of our PLAN. This PLAN operates 
     under a contract administration.  This means that PLAN contributions 
     accumulate and benefit payments are payable under a group annuity 
     contract. Our contract is with Connecticut General Life Insurance 
     Company.

PENSION BENEFIT GUARANTY CORPORATION 
     The Pension Benefit Guaranty Corporation (PBGC) is operated under the
     Department of Labor to insure plan benefits.  Because our PLAN maintains
     individual participant accounts, it is not covered by PBGC insurance.


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                                    15.  GLOSSARY

ACCOUNT
An individual account is maintained for you under the plan.  An account contains
all contributions made on your behalf and includes earnings or losses on those
contributions.  

ACTIVE EMPLOYEE
An active employee is someone who is currently employed by the employer.

BENEFICIARY 
The person to whom the funds in your account will be distributed in the event of
your death.

CONTRIBUTION PERIOD
For employee contributions, the regular period (monthly) for which participants
make these contributions.  For employer contributions, the regular period
(monthly for matching contributions and annually for discretionary
contributions) in which the employer intends to make contributions.

DISABLED
If you should become unable to engage in any substantial gainful activity
because of a medically determinable physical or mental impairment which can be
expected to continue indefinitely, your Plan Administrator may deem you to be
disabled.

DISCRETIONARY CONTRIBUTION
Your employer may make a discretionary contribution on your behalf.  This
contribution will not be based on the amount of your pre-tax contributions.

DISTRIBUTION
Any payments made from your account.

DOMESTIC RELATIONS ORDER (SEE QUALIFIED DOMESTIC RELATIONS ORDER)

ELIGIBLE EARNINGS
Eligible earnings are your wages for the plan year.  Eligible earnings may also
include amounts your employer contributes on your behalf to any salary deferral
arrangements, even though these amounts are excluded from your gross income for
tax purposes.

The plan does NOT recognize compensation amounts that exceed an
inflation-adjusted annual limit, which is $160,000 for 1998.  In some cases,
this limit may apply to an entire family working for the same employer.  In
addition, if you join the plan within the plan year, your limit will be adjusted
accordingly. 

EMPLOYER
The entity (usually a company or partnership) whose employees are covered under
the retirement plan.  In the case of a group of employers which constitutes a
controlled group of corporations or an affiliated service group, all such
employers shall be considered as a single employer for purposes of the plan.

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<PAGE>

FIDUCIARY
A person who has discretionary control over or responsibility for a plan's
administration and/or its assets.

FOREIGN NATIONAL
Someone who is a non-United States citizen.  Plan sponsors usually allow foreign
nationals working and residing in the United States to participate.

FORMER EMPLOYEE
A former employee is an employee who is no longer employed by the employer.

HIGHLY COMPENSATED EMPLOYEES
Under the Internal Revenue Code, an employee is regarded as "highly compensated"
if he or she meets any of the criteria listed below.  The dollar amounts shown
below are 1997 figures and are adjusted annually based on cost-of-living factors
determined by the government.

     -    Owns at least 5% of the company for the current or preceding year; or 
     -    Earns more than $80,000 in the preceding year and, if elected for the
          plan year, was in the top 20% of the employees for the preceding year.

HOUR OF SERVICE 
You will be credited with one hour of service for every hour that you work for
the employer.

INDIVIDUAL RETIREMENT ACCOUNT (IRA)
An IRA is an individual retirement account established to save money for
retirement.  With an IRA, taxes are deferred on the interest your investment
earns, and, if you meet certain criteria, taxes on the contributions are also
deferred.

KEY AND NON-KEY EMPLOYEES
Key employees are generally certain officers, managers and shareholders of the
employer.  If a plan becomes top-heavy in any plan year, the benefits earned by
that year's non-key employees may be increased.  

LOAN
A portion of your account balance which you borrow and agree to repay with
interest.

MATCHING CONTRIBUTIONS
A contribution your employer may make on your behalf that is based upon the
amount of your pre-tax or post-tax contributions.

NORMAL RETIREMENT DATE
The first day of the month following the date you attain the normal retirement
age specified in the Plan. 

PARTICIPANT
For pre-tax contributions, a participant is an employee who is eligible to
participate under the terms of a qualified plan or who has a right to a benefit
from the plan.


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PLAN
The plan that your employer is maintaining to help you save for your retirement
years.

PLAN ADMINISTRATOR
Your Plan Administrator is Quixote Corporation which is responsible for the
operation of your plan.

PLAN YEAR
The period of 12 consecutive months for which records are kept and assets are
valued.    

PRE-TAX CONTRIBUTIONS
An arrangement between you and your employer in which you consent to "defer" a
certain amount of salary each pay period.  Your employer then deposits this
money into your account.

QUALIFIED CONTRIBUTIONS
-    Qualified Matching Contributions
     A matching contribution made to nonhighly compensated employees in order to
     ensure that highly compensated employees are not receiving an unfair
     proportion of the plan's contributions.

-    Qualified Nonelective Contributions
     A discretionary contribution made to nonhighly compensated employees in
     order to ensure that highly compensated employees are not receiving an
     unfair proportion of the plan's contributions.

QUALIFIED DOMESTIC RELATIONS ORDER (QDRO)
A domestic relations order deemed qualified by a Plan Administrator.  A
qualified domestic relations order can force payment of plan benefits to an
alternate payee (e.g., spouse, former spouse, child), even though the plan
normally prohibits distributions earlier than retirement, termination, death, or
disability.

RETIREMENT BENEFIT
The funds paid to you or your designated beneficiary once you separate from
service after reaching the earliest retirement date described under the terms of
the plan.

ROLLOVER CONTRIBUTIONS
Contributions from a retirement plan established by a former employer which are
"rolled over" to the current plan either directly or through an Individual
Retirement Account (IRA).  If the money is rolled directly from one qualified
plan to another, the money is not actually distributed to you and is not subject
to income tax withholding.

SALARY DEFERRAL ARRANGEMENT (See PRE-TAX CONTRIBUTIONS)

TOP HEAVY
A plan is regarded as top heavy when the current value of accounts attributable
to key employees is 60% or more of the total current value of all accounts in
the plan.

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TRUSTEE
An individual or entity appointed by the employer's board of directors who holds
title to plan assets and may be responsible for managing the assets.

















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                         16.  INDEX OF ACRONYMS AND IRS TERMS

401(k) PLAN
A plan which allows participants to defer taxable income by making pre-tax
contributions to the plan.  Federal income tax is deferred until a distribution
is made.

ACTUAL CONTRIBUTION PERCENTAGE (ACP) TEST
A test that is performed each plan year for all plans that allow employee 
post-tax and/or employer matching contributions.  The test ensures that such 
contributions do not discriminate in favor of highly compensated employees. 

ACTUAL DEFERRAL PERCENTAGE (ADP) TEST
A test that is performed each plan year for all 401(k) plans to ensure that
employee pre-tax contributions do not discriminate in favor of highly
compensated employees.

ANNUAL ADDITIONS/415 LIMITATIONS
A limit on all employer and employee contributions (pre-tax and post-tax) and
forfeitures allocated to a participant's account.  The annual additions
limitation is the lesser of $30,000 (as indexed) or 25% of eligible earnings for
each year.

DEPARTMENT OF LABOR (DOL)
A U.S. Government agency that, among other responsibilities, administers the
labor, regulatory, and administrative provisions of ERISA.

EMPLOYEE RETIREMENT INCOME SECURITY ACT (ERISA) OF 1974
ERISA is the law designed to protect the rights of participants and
beneficiaries of employee benefit plans.  ERISA imposes various plan
qualification standards and fiduciary responsibilities.

INTERNAL REVENUE CODE (IRC)
The Internal Revenue Code of 1986 is the body of law governing the federal
taxation of individuals and business entities.

INTERNAL REVENUE SERVICE (IRS)
The agency of the Federal Treasury Department charged with administering,
interpreting, and enforcing the tax code.  The IRS also determines whether a
plan complies with federal tax regulations for qualified plans.

QUALIFIED PLAN
A pension or profit sharing plan that meets the requirements of Internal Revenue
Code section 401(a) and qualifies for special tax considerations.

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