LOAN AND
                                PLEDGE AGREEMENT


     THIS LOAN AND PLEDGE AGREEMENT (as amended, restated, supplemented or
otherwise modified from time to time, this "Agreement"), dated as of ______ __,
19__, is by and between  ______________________(the "Borrower") and TITANIUM
METALS CORPORATION, a Delaware corporation (together with its successors and
assigns, "TIMET").

                             RECITALS

     WHEREAS, in 1997, TIMET established goals (the "Ownership Goals") for
certain executives of TIMET with respect to such executives' ownership of the
common stock of TIMET or BUCS of TIMET Capital Trust I (such stock or BUCS
collectively referred to herein as "TIMET Stock");

     WHEREAS, in 1998, TIMET established a loan program in order to assist its
executives in achieving the Ownership Goals;

     WHEREAS, pursuant to TIMET's loan program, TIMET may from time to time
extend to Borrower, and Borrower may from time to time obtain from TIMET, loans
to acquire TIMET Stock, subject to the terms and conditions of this Agreement;

                            COVENANTS

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and, among other things, the pledge by Borrower of
Borrower's TIMET Stock acquired with the proceeds of the Loans (as defined
below), the parties hereto agree as follows:

<PAGE>

          ARTICLE I.
                           DEFINITIONS

     1.1  Definitions.  As used herein, and unless the context requires a
different meaning, the following terms have the meanings indicated:

     "Base Rate" means an annual interest rate, determined by TIMET in its
reasonable discretion, equal to TIMET's effective borrowing rate as of the date
of each Loan and as adjusted, on each January 2 during the term of this
Agreement, to TIMET's effective borrowing rate as of January 2.

     "Base Salary" means Borrower's base salary as an employee of TIMET, as in
effect as of the date of each Loan.

     "Collateral" means, collectively, all TIMET Stock acquired, directly or
indirectly, by Borrower with the proceeds of any loan or any other stock or
other property pledged by Borrower to secure the Obligations, together with all
proceeds of any of the foregoing, including, without limitation, any TIMET Stock
and moneys received and at any time held by TIMET under this Agreement.

     "Default Rate" means a variable rate per annum which shall be three percent
(3%) per annum plus the Base Rate applicable to each Loan in respect of the
amount on which the Default Rate is being assessed, but in no event in excess of
that permitted by applicable law.

     "Event of Default" has the meaning assigned to that term in Section 4.1.

     "Lien" means, with respect to any asset, any pledge, hypothecation,
collateral assignment, security interest, encumbrance, lien or charge of any
kind.


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     "Loan" means a loan by TIMET to Borrower pursuant to the terms of this
Agreement; collectively, the "Loans."

     "Loan Documents" means, collectively, this Agreement, the Notes and all
other agreements, instruments and documents executed in connection therewith, in
each case as the same may at any time be amended, supplemented, restated or
otherwise modified and in effect.

     "Market Value" means, for TIMET Common Stock, the closing price for TIMET
Common Stock, as such price is quoted on the applicable market, on the day of a
trade in such stock; and for BUCS, "Market Value" means, on the day of a trade,
the average of the highest bid and lowest asked prices made such day on the
applicable market on which the BUCS are then traded, or, if not traded on any
market, the average of the highest bid and lowest asked prices made such day
with all market makers, or if such valuation cannot be determined for any
reason, the fair value thereof as otherwise reasonably determined by the
Company.

     "Note" means a secured promissory note issued by the Borrower to evidence
Loans made by TIMET pursuant to the terms of this Agreement, substantially in
the form of Exhibit A attached hereto and incorporated herein by this reference,
and "Notes" means all of such Notes collectively.

     "Obligations" has the meaning set forth in Section 5.1.

     "Person" means an individual or a corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.

     "UCC" means the Uniform Commercial Code as in effect from time to time in
Colorado or, if applicable, other relevant jurisdiction.
<PAGE>


                                   ARTICLE II
                           AMOUNT AND TERMS OF LOANS

     2.1  Loans.  Upon written request of Borrower from time to time, TIMET may
(but shall not be required to), on the terms and subject to the conditions
hereinafter set forth and in reliance upon the representations and warranties
set forth herein and in the other Loan Documents, make Loans to Borrower;
provided however, that (a) the aggregate principal amount of all Loans made in
one calendar year shall not exceed an amount equal to fifty percent (50%) of the
Borrower's Base Salary in effect as of the date of each Loan, and (b) the
aggregate principal amount of all Loans outstanding at any one time shall not
exceed two hundred percent (200%) of the Borrower's Base Salary in effect as of
the date of each Loan).  Except as otherwise approved by TIMET's Chief Executive
Officer, TIMET will extend a maximum of two (2) Loans per calendar year.

     2.2  Notes.   Borrower's obligation to pay the principal of and interest on
all the Loans made to it by TIMET shall be evidenced by one or more Notes duly
executed and delivered by Borrower concurrently with each Loan, with blanks
appropriately completed in conformity herewith.

     2.3  Request for Loan.  Whenever Borrower desires to obtain a Loan
hereunder, Borrower shall give TIMET written notice at its office located at
1999 Broadway, Suite 4300, Denver, CO 80202 (or such other address as TIMET may
hereafter designate) at least seven (7) days' prior written notice of Borrower's
request for a Loan.  Such notice shall specify (i) the aggregate principal
amount of the requested Loan, (ii) the requested date of the Loan, (iii) the
name, address and other necessary information concerning the broker or the
transfer agent through whom Borrower will purchase TIMET Stock (including
payment of applicable brokerage fees) with the proceeds of such Loan, and (iv)
any other information reasonably requested by TIMET.

<PAGE>

     2.4  Prepayments.

     (a)  Borrower may prepay the Loans at any time without premium or penalty.
          All prepayments shall include payment of accrued interest on the
          principal amount so prepaid, shall be applied to the payment of
          interest and any other amounts due under any Loan Document before
          application to payment of principal.

     (b)  If Borrower's employment with TIMET is terminated, whether or not for
          cause or any other reason, all outstanding principal, accrued and
          unpaid interest and any other amounts due under any Loan Document
          shall be due and payable in full on the date ninety (90) days after
          the date of termination of Borrower's employment; provided however, in
          the event a sale within such time period would result in "short-swing"
          profits under any applicable securities laws, such repayment date
          shall be extended to the earliest date upon which such sale may occur
          without Borrower's incurring such liability; provided, further, that
          recourse to the Borrower shall be as provided in Section 5.13 hereof.

     (c)  Upon prior written notice to TIMET, Borrower may sell all or part of
          the TIMET Stock securing repayment of the Loans provided (i) no Event
          of Default exists hereunder and (ii) such sale is made in compliance
          with all applicable securities laws.  In the case of any such sale,
          all outstanding principal, accrued and unpaid interest and any other
          amounts due under any Loan Document shall be due and payable in full
          concurrently with the settlement of such sale.  TIMET shall have the
          right to receive all proceeds of such sale and shall apply such
          proceeds as follows:  (w) first, to pay to all appropriate
          governmental authorities, any Federal, state, local or other taxes
          owing by Borrower in respect of such sale, (x) second, to pay all
          outstanding, accrued and unpaid interest and any other amounts (except
          principal) due under any Loan Document, (y) third, to repay that
<PAGE>

          percentage of outstanding principal amounts on the Loans (in order of
          maturity) equal to the ratio of the Market Value of the TIMET Stock
          then being sold to the Market Value of all Collateral immediately
          prior to effecting such sale, and (z) fourth, any balance to Borrower.
          In the event such proceeds are inadequate to repay the amount called
          for by subsections (w) through (z) herein, Borrower will remit such
          difference to TIMET concurrently with the settlement of such sale.

     2.5  Conditions to Loans.  Subject to the other terms and conditions
hereof, the making of each Loan shall be subject to the satisfaction of all of
the following conditions precedent with respect to each such Loan:

     (a)  Borrower shall have duly executed and delivered to TIMET a Note, with
blanks appropriately completed in conformity herewith;

     (b)  Borrower shall have duly executed and delivered proper financing
statements (Form UCC-1 or such other financial statements or similar notices as
shall be required by local law) fully executed for filing under the UCC or other
appropriate filing offices of each jurisdiction as may be necessary or, in the
reasonable opinion of TIMET, desirable to perfect the security interests
purported to be created by this Agreement;

     (c)  Borrower shall have made arrangements satisfactory to TIMET with
respect to  the delivery of all certificates evidencing the TIMET Stock,
including, without limitation, directions to the transfer agent for the TIMET
Stock to deliver all certificates evidencing the TIMET Stock to TIMET upon
issuance of such certificates, together with executed and undated stock powers;

     (d)  Borrower shall have duly executed and delivered to TIMET all documents
required by the Federal Reserve Board or other governmental authority necessary
or appropriate to comply with Regulations U and X; and

<PAGE>

     (e)  TIMET shall have received all other instruments, documents and
information it reasonably determines necessary and appropriate, together with
evidence that all other actions necessary, or in the reasonable opinion of
TIMET, desirable to perfect the security interests purported to be taken by the
Loan Documents have been taken.

                                  ARTICLE III
                   REPRESENTATIONS, WARRANTIES AND COVENANTS

     3.1  Representations.  In order to induce TIMET to enter into this
Agreement and to make the Loans, Borrower makes the following representations,
warranties and agreements as of the date of this Agreement and as of the date of
each Loan, all of which shall survive the execution and delivery of this
Agreement and the Notes and the making of the Loans:

     (a)  All proceeds of the Loans incurred hereunder shall be used by Borrower
solely for the purpose of acquiring TIMET Stock (including payment of applicable
brokerage fees).  No part of the proceeds of any Loan will be used in violation
of Regulations U or X;

     (b)  The provisions of this Agreement  and other Loan Documents are
effective to create in favor of TIMET a legal, valid and enforceable security
interest in all right, title and interest of Borrower in the Collateral, and
this Agreement and other Loan Documents, together with the filings of Form UCC-
1, create a fully perfected first lien on, and security interest in, all right,
title and interest of Borrower in all of the Collateral, subject to no other
Liens;

     (c)  Borrower has good title to, and is the legal and beneficial owner of,
all TIMET Stock free and clear of all Liens other than Liens for the benefit of
TIMET;

<PAGE>

     (d)  Borrower is incurring the Loans for business and investment purposes
and the Loans are not incurred primarily for a personal, family or household
purpose; and

     (e)  Borrower has duly executed and delivered the Loan Documents and such
Loan Documents are enforceable against Borrower in accordance with their terms,
except as such enforceability may be limited by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors rights generally or general principles of equity.

     3.2  Liens.  Borrower will not create, incur, assume or suffer to exist or
agree to create, incur, assume or suffer to exist any Lien in, upon or with
respect to any of Collateral.

                             ARTICLE IV
                        EVENTS OF DEFAULT

     4.1  Events of Default.  Any of the following events, acts, occurrences or
state of facts shall constitute an "Event of Default" for purposes of this
Agreement:

     (a)  Borrower shall default in the payment of principal or interest on any
of the Loans or any other amount owing hereunder or under any other Loan
Document when due and such default in payment shall continue for three (3)
Business Days after written notice from TIMET to Borrower; or

     (b)  Any representation or warranty made by or on behalf of Borrower
contained in any Loan Document or any document, instrument or certificate
delivered pursuant hereto or thereto shall have been incorrect or misleading in
any material respect when made or deemed made; or


<PAGE>

     (c)  Borrower shall default in the due performance or observance by it of
any other term, covenant or agreement contained in this Agreement or any other
Loan Document and such default shall continue unremedied for a period of ten
(10) days after written notice from TIMET to Borrower; or

     (d)  Involuntary proceedings or an involuntary petition shall be commenced
or filed against Borrower or Borrower shall become insolvent, or shall
voluntarily commence any proceeding or file any petition under any bankruptcy,
insolvency or similar law, or shall file any answer admitting the jurisdiction
of the court and the material allegations of an involuntary petition filed in
any bankruptcy, insolvency or similar proceeding against Borrower, or shall be
adjudicated bankrupt, or shall make a general assignment for the benefit of
creditors, or shall consent to, or acquiesce in the appointment of, a receiver,
trustee, custodian or liquidator for Borrower's property or assets; or

     (e)  At any time after the execution and delivery thereof, any of the Loan
Documents shall cease to be in full force and effect or shall cease in any
material respect to give TIMET the Liens, rights, powers and privileges
purported to be created thereby (including, without limitation, a perfected
security interest in, and Lien on, all of the Collateral subject to no other
Liens.

If any of the foregoing Events of Default shall have occurred and be continuing,
TIMET may declare all of Loans immediately due and payable in full and exercise
any or all of its remedies at law or in equity, including without limitation,
enforcement of all of the Liens and security interests created pursuant to the
Loan Documents and exercise of the remedies set forth in Article V of this
Agreement.

                             ARTICLE V
                        SECURITY AGREEMENT

<PAGE>

     5.1  Secured Obligations.  This Agreement is made by Borrower to secure
repayment of:

     (a)  fully and promptly when due (whether at the stated maturity, by
acceleration or otherwise, including, without limitation, the mandatory
repayments of principal called for by Section 2.4(c)) of (i) the principal of
and interest on the Notes issued by, and the Loans made to, the Borrower; (ii)
any and all sums advanced by TIMET in order to preserve the Collateral or
preserve its security interest in the Collateral and the expenses of retaking,
holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the Collateral; (iii) any and all expenses incurred by TIMET
incurred in connection with the exercise by TIMET of its rights under the Loan
Documents, together with reasonable attorneys fees and expenses and court costs;
and (iv) all liabilities and obligations of Borrower now or hereafter arising
under this Agreement and/or any of the other Loan Documents, whether for
principal, interest, fees, expenses, indemnities or otherwise, and whether
primary, secondary, direct, indirect, contingent, fixed or otherwise (including,
without limitation, obligations of performance); and

     (b)  all amounts paid by TIMET as to which TIMET has the right to
reimbursement under Article V of this Agreement; all such obligations,
liabilities, sums and expenses set forth in this Section 5.1 being herein
collectively called the "Obligations."

     5.2  Pledge.  To secure repayment of the Obligations, Borrower hereby (i)
grants to TIMET a security interest in all of the Collateral, (ii) pledges and
deposits with TIMET the TIMET Stock, and delivers to TIMET certificates or
instruments therefor, accompanied by undated stock powers duly executed in
blank, or such other instruments of transfer as are reasonably acceptable to
TIMET, and (iii) assigns, transfers, hypothecates, mortgages, charges and sets
over to TIMET all of Borrower's right, title and interest in and to such
Collateral (and in and to all certificates or instruments evidencing such
<PAGE>

Collateral), to be held by TIMET as collateral security for the Obligations,
upon the terms and conditions set forth in this Agreement.

     5.3  Subsequently Acquired TIMET Stock.  If Borrower shall acquire by stock
dividend, exchange or other similar transaction in respect of the Collateral
pledged hereunder any additional TIMET Stock at any time or from time to time
after the date hereof, Borrower will forthwith pledge and deposit such TIMET
Stock (or certificates or instruments representing such TIMET Stock) as security
with TIMET and deliver to TIMET certificates or instruments therefor, and
accompanied by undated stock powers duly executed in blank, or such other
instruments of transfer as are acceptable to TIMET.

     5.4  Uncertificated Securities.  Notwithstanding anything to the contrary
contained in Sections 5.1 and 5.2 hereof, if any TIMET Stock (whether now owned
or hereafter acquired) are uncertificated securities, Borrower shall promptly
notify TIMET thereof, and upon request by TIMET, shall promptly take all actions
required to perfect the security interest of TIMET under applicable law.
Borrower further agrees to take such actions as TIMET deems necessary or
desirable to effect the foregoing and to permit TIMET to exercise any of its
rights and remedies hereunder.

     5.5  Voting.  Unless and until an Event of Default shall have occurred and
be continuing, Borrower shall be entitled to exercise any and all voting and
other consensual rights pertaining to the Collateral, and to give consents,
waivers or ratifications in respect thereof, provided that no vote shall be cast
or any consent, waiver or ratification given or any action taken which would
violate or result in breach of any covenant contained in this Agreement or any
other Loan Document.  All such rights of Borrower to vote and to give consents,
waivers and ratifications shall cease in case an Event of Default shall occur
and be continuing, and Section 5.7 hereof shall become applicable.


<PAGE>

     5.6  Dividends and Other Distributions.  Unless an Event of Default shall
have occurred and be continuing, all cash dividends and distributions payable in
respect of the Collateral shall be paid to Borrower.  TIMET also shall be
entitled to receive directly, and to retain as part of the Collateral:

     (a)  all other or additional stock or other securities or property (other
than cash) paid or distributed by way of dividend or otherwise in respect of the
Collateral;

     (b)  all other or additional stock or other securities or property
(including, without limitation, cash) paid or distributed in respect of the
Collateral by way of stock-split, spin-off, split-up, reclassification,
combination of shares or similar rearrangement; and

     (c)  all other or additional stock or other securities or property
(including, without limitation, cash) which may be paid in respect of the
Collateral by reason of any consolidation, merger, exchange of stock, conveyance
of assets, liquidation or similar corporate reorganization.

Nothing contained in this Section 5.6 shall limit or restrict in any way TIMET's
right to receive proceeds of the Collateral in any form in accordance with
Section 5.3 of this Agreement.  All dividends, distributions or other payments
which are received by Borrower contrary to the provisions of Section 5.6 and
Section 5.7 shall be received in trust for the benefit of TIMET, shall be
segregated from other property or funds of Borrower and shall be forthwith paid
over to TIMET as Collateral in the same form as so received (with any necessary
endorsement).

     5.7  Remedies in Case of Events of Default.  In case an Event of Default
shall have occurred and be continuing, then and in every such case, TIMET shall
be entitled to exercise all of the rights, powers and remedies (whether vested
in it by this Agreement, any other Loan Document or by law) for the protection
<PAGE>

and enforcement of its rights in respect of the Collateral, and TIMET shall be
entitled to exercise all of the rights and remedies of a secured party under the
UCC and also shall be entitled, without limitation, to exercise the following
rights, which Borrower hereby agrees to be commercially reasonable:

     (a)  to receive all amounts payable in respect of the Collateral otherwise
payable to Borrower under Section 5.6 hereof;

     (b)  to transfer all or any part of the Collateral into TIMET's name or the
name of its nominee or nominees;

     (c)  to vote all or any part of the Collateral (whether or not transferred
into the name of TIMET) and give all consents, waivers and ratifications in
respect of the Collateral and otherwise act with respect thereto as though it
were the outright owner thereof (Borrower hereby irrevocably constituting and
appointing TIMET the proxy and attorney-in-fact of Borrower, with full power of
substitution to do so);

     (d)  to sell, assign and deliver, or grant options to purchase, all or any
part of the Collateral, or any interest therein, at any public or private sale,
without demand of performance, advertisement or notice of intention to sell or
of the time or place of sale or adjournment thereof or to redeem or otherwise
(all of which are hereby waived by Borrower), for cash, on credit or for other
property, for immediate or future delivery without any assumption of credit
risk, and for such price or prices and on such terms as TIMET in its absolute
discretion may determine, provided that at least ten (10) days' written notice
of the time and place of any such sale shall be given to Borrower.  TIMET shall
not be obligated to make any such sale of Collateral regardless of whether any
such notice of sale has theretofore been given.  Borrower hereby waives and
releases to the fullest extent permitted by law any right or equity of
redemption with respect to the Collateral, whether before or after sale
hereunder, and all rights, if any, of marshaling the Collateral and any other
<PAGE>

security for the Obligations or otherwise.  At any such sale, unless prohibited
by applicable law, TIMET may bid for and purchase all or any part of the
Collateral so sold free from any such right or equity of redemption.  TIMET
shall not  be liable for failure to collect or realize upon any or all of the
Collateral or for any delay in so doing nor shall any of them be under any
obligation to take any action whatsoever with regard thereto; and

     (e)  the right, without prior notice to Borrower, any such notice being
expressly waived by Borrower, to set off and apply against any Obligations,
whether matured or unmatured, of Borrower to TIMET, any amount owing from TIMET
to Borrower, including without limitation any wages, salary, bonus or other
compensation or reimbursement owing by TIMET to Borrower at any time and from
time to time, and the aforesaid right of set off may be exercised by such Lender
against Borrower or against any trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditors, receivers, or execution, judgment or
attachment creditor of Borrower, or against anyone else claiming through or
against, Borrower or such trustee in bankruptcy, debtor in possession, assignee
for the benefit of creditors, receivers, or execution, judgment or attachment
creditor, notwithstanding the fact that such right of set off shall not have
been exercised by TIMET prior to the making, filing or issuance, or service upon
TIMET of, or of notice of, any such petition, assignment for the benefit of
creditors, appointment or application for the appointment of a receiver, or
issuance of execution, subpoena, order or warrant.  The Borrower hereby
authorizes TIMET to withhold any and all amounts due from TIMET to Borrower,
including without limitation any wages, salary, bonus or other compensation and
the foregoing shall constitute an authorization to so withhold under all
applicable law.

     5.8  Remedies, Etc., Cumulative.  Each and every right, power and remedy of
TIMET provided for in this Agreement or any other Loan Document, or now or
hereafter existing at law or in equity or by statute, shall be cumulative and
concurrent and shall be in addition to every other such right, power or remedy.
<PAGE>

The exercise or beginning of the exercise by TIMET of any one or more of the
rights, powers or remedies provided for in this Agreement or any other Loan
Document or now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by TIMET of all
such other rights, powers or remedies, and no failure or delay on the part of
TIMET to exercise any such right, power or remedy shall operate as a waiver
thereof.  Unless otherwise required by the Loan Documents, no notice to or
demand on Borrower in any case shall entitle it to any other or further notice
or demand in similar or other circumstances or constitute a waiver of any of the
rights of TIMET to any other or further action in any circumstances without
notice or demand.

     5.9  Application of Proceeds.  All moneys collected by TIMET upon any sale
or other disposition of the Collateral, together with all other moneys received
by TIMET hereunder, shall be applied to the payment of the Obligations in the
manner provided in the second sentence of Section 2.6.

     5.10 Purchasers of Collateral.  Upon any sale of the Collateral by TIMET
hereunder (whether by virtue of the power of sale herein granted, pursuant to
judicial process or otherwise), the receipt of TIMET or the officer making the
sale shall be a sufficient discharge to the purchaser or purchasers of the
Collateral so sold, and such purchaser or purchasers shall not be obligated to
see to the application of any part of the purchase money paid over to TIMET or
such officer or be answerable in any way for the misapplication or
nonapplication thereof.

     5.11 Indemnity.  Borrower agrees to indemnify and hold harmless TIMET and
its successors, assigns, employees, agents and servants (individually an
"Indemnitee," and collectively the "Indemnitees") from and against any and all
claims, demands, losses, judgments and liabilities (including, without
limitation, liabilities for penalties) of whatsoever kind or nature, and to
reimburse each Indemnitee for all costs and out-of-pocket expenses, including,
<PAGE>

without limitation, attorneys fees and costs arising out of or resulting from
this Agreement or the exercise by any Indemnitee of any right or remedy granted
to it hereunder or under any other Loan Document or the enforcement of any of
the terms of, or the preservation of any rights under any thereof, any contract
claim or, to the maximum extent permitted by applicable law, provided that no
Indemnitee shall be indemnified pursuant to this Section 5.11 for claims,
demands, losses, judgments or expenses to the extent caused by the gross
negligence or willful misconduct of such Indemnitee as finally determined by a
court of competent jurisdiction.  If any action, suit or proceeding arising from
any of the foregoing is brought against any Indemnitee, Borrower will, if
requested by TIMET or any such Indemnitee, resist and defend such action, suit
or proceeding or cause the same to be resisted and defended by counsel
reasonably satisfactory to the Person or Persons indemnified or intended to be
indemnified.  Unless TIMET or other Indemnitee has made the request described in
the preceding sentence and such request has been complied with, each Indemnitee
shall have the right to employ its own counsel (as well as staff counsel) to
investigate and control the defense of any matter covered by such indemnity and
the reasonable fees and expenses of any counsel shall be at the expense of
Borrower.

     5.12 Further Assurances; Power-of-Attorney.  Borrower agrees to execute,
file and refile under the UCC or other applicable law such financing statements,
continuation statements and amendments or supplements thereto, and other
documents in such offices as TIMET may deem necessary and wherever required by
law in order to perfect and preserve TIMET's security interest in the Collateral
and hereby authorizes TIMET to file financing statements and amendments or
supplements thereto relative to all or any part of the Collateral without the
signature of Borrower where permitted by law, and agrees to do such further acts
and things and to execute and deliver to TIMET such additional conveyances,
assignments, agreements, documents and instruments as TIMET may reasonably
require or deem necessary to carry into effect the purposes of this Agreement or
to further assure and confirm unto TIMET its rights, powers and remedies
<PAGE>

hereunder.  Borrower hereby appoints TIMET as Borrower's attorney-in-fact, with
full authority in the place and stead of Borrower and in the name of Borrower or
otherwise, from time to time after the occurrence and during the continuance of
an Event of Default, in TIMET's reasonable discretion to take any action and to
execute any instrument which TIMET may reasonably deem necessary or advisable to
accomplish the purposes of this Agreement.

     5.13  Recourse.     The Loans shall be full recourse as to Borrower;
provided, however, that in the event of a sale by TIMET of all of the Collateral
upon an Event of Default, or because of termination of Borrower's employment for
any reason, except as otherwise provided in this paragraph, TIMET shall be
limited to seeking or being allowed to obtain a personal judgment against the
Borrower or the Borrower's successors and assigns for (i) seventy percent (70%)
of the remaining unpaid principal outstanding after application of the proceeds
from the sale of Collateral, and (ii) all accrued interest and other amounts due
and payable under the Loan Documents (excluding only principal).
Notwithstanding anything herein to the contrary, in the event of any default by
the Borrower under the Loan Documents, (a) TIMET shall have all rights reserved
herein, in the Loan Documents, and in any other instrument given or granted for
the purpose of securing the payment of the Note, subject to the limitation
described in the first sentence of this paragraph, (b) shall have full recourse
to all Collateral for the payment of the indebtedness evidenced by the Note or
arising under the other Loan Documents and to any other property which is now or
hereafter encumbered or otherwise pledged as security for the payment of the
indebtedness evidenced by the Note or arising under the other Loan Documents,
(c) nothing contained herein or in any instrument the purpose of which is to
secure the payment of the Note or amounts due under the other Loan Documents
shall be construed to prohibit TIMET from filing any necessary action naming the
Borrower or the Borrower's successors and assigns, the purpose of which action
is to effect the realization of any security given for the payment of the Note
or arising under the other Loan Documents, and (d) the limitations contained
herein shall not be construed to prevent TIMET from asserting a claim to an
<PAGE>

interest in any Collateral or the proceeds thereof or other moneys in the hands
of a trustee or receiver or other Person appointed by a court of competent
jurisdiction.

     5.14 Termination; Release.  Upon the payment in full of all Obligations and
the termination of this Agreement, the security interest created hereby shall
terminate (provided that all indemnities set forth herein shall survive any such
termination) and TIMET, at the request and expense of the Borrower, will execute
and deliver to Borrower a proper instrument or instruments acknowledging the
satisfaction and termination of such security interest, and will duly assign,
transfer and deliver to Borrower (without recourse and without any
representation or warranty) such of the Collateral as has not theretofore been
sold or otherwise applied or released pursuant to this Agreement.

                            ARTICLE VI
                          MISCELLANEOUS

     6.1   Notices.  All notices and communications hereunder shall be sent or
delivered by mail, telecopy or overnight courier service and all such notices
and communications shall, when mailed, telecopied, or sent by overnight courier,
be effective when delivered to the overnight courier or sent by telecopier and
when mailed shall be effective three (3) Business Days following deposit in the
mail with proper postage.  All notices and other communications shall be in
writing and addressed as follows:

          (a)  if to Borrower:

               ______________________________
               ______________________________
               ______________________________

          (b)  if to TIMET, at:
<PAGE>


               Titanium Metals Corporation
               1999 Broadway, Suite 4300
               Denver, Colorado 80202
               Attn:     General Counsel
               Telephone: (303) 296-5600
               Telecopy: (303) 291-2990

or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder.

     6.2  Waiver; Amendment.  None of the terms and conditions of this Agreement
may be changed, waived, modified or varied in any manner whatsoever unless in
writing duly signed by Borrower and TIMET.

     6.3  Assignment  This Agreement shall be binding upon the parties hereto
and their respective successors and assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and assigns;
provided however, the Borrower shall not have the right to transfer any of its
rights or obligations hereunder or under any other Loan Document.
     6.4  Governing Law.  This Agreement shall be construed and enforced in
accordance with and governed by the law of the state of Colorado.

     6.5  Headings.  The headings in this Agreement are for purposes of
reference only and shall not limit or define the meaning hereof.

     6.6  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute one instrument.

     6.7  Severability.  In the event that any provision of this Agreement shall
prove to be invalid or unenforceable, such provision shall be deemed to be
<PAGE>

severable from the other provisions of this Agreement which shall remain binding
on all parties hereto.

     6.8  Entire Agreement.  This Agreement and the Loan Documents represent the
entire agreement and understanding concerning the subject matter hereof between
the parties hereto, and supersede all other prior agreements, understandings,
negotiations and discussions, representations, warranties, commitments,
proposal, offers and contracts concerning the subject matter hereof, whether
oral or written.

          IN WITNESS WHEREOF, Borrower and TIMET have caused this Agreement to
be executed as of the date first above written.

                         TITANIUM METALS CORPORATION, a Delaware corporation

                         By:_____________________________________
                         Name: __________________________________
                         Title: ___________________________________

                         ________________________________________
                         BORROWER:


                            EXHIBIT A
                 FORM OF SECURED PROMISSORY NOTE




$__________________                              _______ __, 19__
                                                                DENVER, COLORADO

<PAGE>


     FOR VALUE RECEIVED, the undersigned, ______________________(the
"Borrower"), promises to pay to the order of TITANIUM METALS CORPORATION, a
Delaware corporation (together with its successors and assigns, "TIMET"), at the
office of TIMET at 1999 Broadway, Suite 4300, Denver, CO 80202 or such other
place as TIMET may designate in writing to the Borrower, the principal sum of
____________________________ AND ____/100s DOLLARS ($_______________) of United
States funds, or, if less, so much thereof as may be outstanding from time to
time, plus interest as hereinafter provided.

     All capitalized terms used herein shall have the meanings ascribed to them
in that certain Loan and Pledge Agreement dated as of _______ __, 19__ (as
amended from time to time, the "Loan Agreement") by and among the Borrower and
TIMET, except to the extent such capitalized terms are otherwise defined or
limited herein.

     The Borrower hereby promises to pay the unpaid principal amount hereof in
five (5) equal installments, together with all accrued and unpaid interest as of
each payment date, commencing on the sixth anniversary of the date of this Note.
Notwithstanding the foregoing, all unpaid principal amounts and other
Obligations then outstanding hereunder shall be due and payable on the earliest
to occur of (i) the tenth anniversary of the date of this Note (the "Maturity
Date"), (ii) the sale of the Collateral whether by Borrower or TIMET, or (iii)
such earlier date as payments of the Loans shall be due, whether by acceleration
or otherwise under the terms of this Note or any other Loan Document.

     The Borrower hereby promises to pay interest on the unpaid principal amount
hereof at a rate per annum equal to the Base Rate plus .0625% per annum (which
rate as of the date of this Promissory Note is __%)  from the date hereof until
the earlier of the Maturity Date, or such earlier date as payments of the Loans
shall be due, whether by acceleration or otherwise. Interest shall be payable in
arrears on each March 31, June 30, September 30 and December 31.  Interest under
<PAGE>

this Note also shall be due and payable when this Note shall become due (whether
at the Maturity Date or earlier date by reason of acceleration or otherwise).
Overdue principal and, to the extent permitted by law, overdue interest, shall
bear interest payable on DEMAND at the Default Rate as provided in the Loan
Agreement.

     In no event shall the amount of interest due or payable hereunder exceed
the maximum rate of interest allowed by applicable law, and in the event any
such payment is inadvertently made by the Borrower or inadvertently received by
TIMET, then such excess sum shall be credited as a payment of principal, unless
the Borrower shall notify TIMET in writing that it elects to have such excess
sum returned forthwith.  It is the express intent of the parties that the
Borrower not pay and TIMET not receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may legally be paid by the Borrower
under applicable law.

     All parties now or hereafter liable with respect to this Note, whether the
Borrower, any guarantor, endorser, or any other Person, hereby waive presentment
for payment, demand, notice of non-payment or dishonor, protest and notice of
protest.

     No delay or omission on the part of TIMET or any holder hereof in
exercising its rights under this Note, in exercising its rights under the Loan
Agreement or under any other Loan Document, or course of conduct relating
thereto, shall operate as a waiver of such rights or any other right of TIMET or
any holder hereof, nor shall any waiver of any such right or rights on any one
occasion be deemed a bar to, or waiver of, the same right or rights on any
future occasion.

     The Borrower promises to pay all reasonable costs of collection, including
attorneys' fees and expenses, should this Note be collected by or through an
attorney-at-law or under advice therefrom.
<PAGE>


     Time is of the essence of this Note.

     This Note is entitled to the benefits and subject to the terms of the Loan
Agreement, which contains provisions with respect to the acceleration of the
maturity of this Note upon the happening of certain stated events, and
provisions for prepayment.  This Note is secured by and is also entitled to the
benefits of the Loan Documents and any other agreement or instrument providing
Collateral for the Loans, whether now or hereafter in existence, and any
filings, instruments, agreements, and documents related thereto and providing
Collateral for the Loans.

     This Note shall be construed in accordance with and governed by the
internal laws of the state of Colorado.

     The Loans shall be full recourse as to Borrower; provided, however, that in
the event of a sale by TIMET of all of the Collateral upon an Event of Default,
or because of termination of Borrower's employment for any reason, except as
otherwise provided in this paragraph, TIMET shall be limited to seeking or being
allowed to obtain a personal judgment against the Borrower or the Borrower's
successors and assigns in an amount equal to (i) seventy percent (70%) of the
remaining unpaid principal outstanding after application of the proceeds from
the sale of Collateral, and (ii) all accrued interest and other amounts
(excluding principal) due and payable under the Loan Documents.  Notwithstanding
anything herein to the contrary, in the event of any default by the Borrower
under the Loan Documents, (a) TIMET shall have all rights reserved herein, in
the Loan Documents, and in any other instrument given or granted for the purpose
of securing the payment of this Note, subject to the limitation described in the
first sentence of this paragraph, (b) shall have full recourse to all Collateral
for the payment of the indebtedness evidenced hereby and to any other property
which is now or hereafter encumbered or otherwise pledged as security for the
payment of the indebtedness evidenced by this Note or arising under the other
<PAGE>

Loan Documents, (c) nothing contained herein or in any instrument the purpose of
which is to secure the payment of this Note or amounts due under the other Loan
Documents shall be construed to prohibit TIMET from filing any necessary action
naming the Borrower or the Borrower's successors and assigns, the purpose of
which action is to effect the realization of any security given for the payment
of this Note or arising under the other Loan Documents, and (d) the limitations
contained herein shall not be construed to prevent TIMET from asserting a claim
to an interest in any Collateral or the proceeds thereof or other moneys in the
hands of a trustee or receiver or other person or entity appointed by a court of
competent jurisdiction.

     IN WITNESS WHEREOF, the Borrower has executed this Note as of the day and
year first above written.



BORROWER:                     __________________________________
                                        [Name]


<PAGE>



<PAGE>