AMENDMENT NO. 1
                                       TO
                           PURCHASE AND SALE AGREEMENT


     THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT  (this  "Amendment") is
executed  as of  this  25th  day  of  May,  2007,  by  L.B.  FOSTER  COMPANY,  a
Pennsylvania corporation (the "Seller") and R.L.R. INVESTMENTS,  L.L.C., an Ohio
limited liability company (the "Buyer"), with reference to the following facts:

                                    RECITALS

     A. Seller and Buyer entered into that certain  Purchase and Sale  Agreement
dated March 29, 2007 (the  "Agreement"),  whereby Buyer agreed to buy and Seller
agreed to sell certain Property as defined therein.

     B.  Seller and Buyer  desire to amend the  Agreement  and extend the Review
Period (as defined in the Agreement) for an additional thirty (30) days.

     C. Buyer and Seller  desire to amend that  certain  Release and  Settlement
Agreement, dated July 5, 1984 between Seller and certain residential homeowners,
which  agreement is filed under Harris  County  Clerk's File No.  J592773 and as
Document  ###-##-#### among the land records of Harris County,  Texas,  which is
defined as the Southern  Boundary  Settlement  Agreement on Exhibit B, Item 6 of
the Agreement.

     D. All capitalized  terms used herein,  but not defined herein,  shall have
the same meanings as set forth in the Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
hereinafter contained, the parties agree as follows:

     1.  Notwithstanding  any terms to the contrary  contained in the Agreement,
the Review  Period under  Paragraph  4(a) shall be extended from May 28, 2007 to
June 27, 2007.

     2. Seller  hereby  agrees to allow Buyer to negotiate and attempt to modify
the Southern Boundary  Settlement  Agreement with the residential  homeowners to
allow the loading and  unloading  of trucks on the parcel  south of the railroad
spur. Seller also agrees to cooperate and assist Buyer in modifying the terms of
conditions  of  the  Southern  Boundary  Settlement  Agreement,   including  the
execution of a modified  agreement  upon such terms as Seller  shall  approve in
writing,  provided  that Seller shall not be required to incur any cost in doing
so.

     3. In all other respects, the Agreement shall remain unmodified and in full
force and effect.



     4. This  Amendment may be executed in any number of  counterparts,  each of
which counterpart shall be for all purposes deemed to be an original, but all of
which counterparts shall together  constitute but one and the same Agreement.  A
facsimile signature shall be as valid as an original signature.


                            [Signature page follows.]






     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
and year first above written.


                              SELLER:

                              L.B. FOSTER COMPANY

                              By: /s/ David J. Russo
                              ----------------------
                              Printed Name: David J. Russo
                                            --------------
                              Title: Senior Vice President, CFO & Treasurer
                                     --------------------------------------




                              BUYER:

                              R.L.R. INVESTMENTS, L.L.C.


                              By:/s/ Donald R. DeLuca
                              -----------------------
                              Donald R. DeLuca, Vice President & General Counsel