------------


                           PURCHASE AND SALE AGREEMENT


                                  ------------



                                 ROLLS-ROYCE plc

                                       and

                           TITANIUM METALS CORPORATION


                                  ------------


                                      [ * ]







* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.


<PAGE>



     THIS PURCHASE AND SALE AGREEMENT (the "Master Agreement"),  dated as of [ *
], is by and between  ROLLS-ROYCE  plc,  incorporated  under the laws of England
(Reg. No. 1003142) with its principal  office in London,  England  ("R-R"),  and
TITANIUM METALS CORPORATION, a Delaware corporation with its principal office in
Denver,  Colorado,  USA ("TIMET").  R-R and TIMET are referred to in this Master
Agreement individually as a "Party" and together as the "Parties." Certain other
capitalized terms used in this Master Agreement are defined in Article 1 in this
Master Agreement or in the Common Terms (defined below).

                                    RECITALS

     A. R-R is in the business of manufacturing aerospace engines that utilize a
substantial  quantity of titanium parts in various forms. TIMET is a producer of
titanium metal products.

     B. R-R and TIMET wish to cooperate in a strategic  alliance  addressing all
areas relating to the  procurement by and delivery of Titanium  Products to R-R,
including  without  limitation,  defining  and  measuring  methods  of  schedule
adherence  and  lead  times   consistent  with  meeting  R-R's  customer  needs,
continuous    quality    improvement,    reducing   customer    complaints   and
non-conformances,  and identifying and  implementing  opportunities  for service
improvements  and cost  reduction  which may reduce the cost of  titanium  metal
products to R-R.

     C. In order to  achieve  long-term  efficiencies  in the supply by TIMET of
Titanium Products to R-R directly, R-R and TIMET have negotiated the terms to be
applicable to direct purchases by R-R from TIMET of TIMET Titanium  Products for
end use by R-R in R-R  aerospace  applications,  all as set forth in this Master
Agreement,  including the Common Terms and the Terms &  Conditions,  pursuant to
which, among other things, TIMET has agreed to supply TIMET Titanium Products at
the pricing set forth in this Master  Agreement  in return for the  agreement of
R-R to purchase from TIMET certain minimum  volumes of TIMET Titanium  Products,
all as set forth in this Master Agreement.

     D. In  addition,  R-R and  TIMET  desire  to  improve  on  these  long-term
efficiencies  by  including  within the scope of this  Master  Agreement  to the
maximum  extent  possible,  on a  voluntary  basis,  key  suppliers  to R-R that
purchase  titanium metal products for ultimate  application in R-R end products.
To this end,  R-R and  TIMET  desire  to  provide  in this  Master  Agreement  a
mechanism for providing the pricing  contained herein to such of those suppliers
that become  Purchasers by agreeing to purchase from TIMET an agreed  percentage
of R-R's requirements for Titanium Products.

     E. The Parties therefore desire to enter into this long-term  agreement for
the purchase and sale of TIMET Titanium Products.


     NOW, THEREFORE, the Parties agree as follows:

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


1.   DEFINITIONS

In addition to those definitions contained in the Common Terms, which are hereby
incorporated by reference, the following additional defined terms shall have the
meanings set forth below when used in this Master Agreement:

"Annual Indirect Purchase" means the aggregate volume of TIMET Titanium Products
     actually  purchased  during a calendar year by all  Purchasers  (other than
     R-R) under all of the  Purchase  Agreements  (other than by R-R pursuant to
     this Master Agreement).

"Common Terms" means the terms and conditions for the purchase and sale of TIMET
     Titanium  Products  that are  intended  to be  substantially  common to all
     Purchase  Agreements  (including this Master  Agreement),  attached to this
     Master Agreement as Exhibit A.

"Customer Value  Initiatives"  has the meaning given such term in Section 6.1 of
     this Master Agreement.

"Customer Value Task  Force" has the  meaning  given such term in Section 6.2 of
     this Master Agreement.

"De  Minimus Volume" means a volume of a given Titanium Product in excess of [ *
     ] measured over the course of any given calendar year.

"Internal Audit" has the  meaning  given such term in Section 5.5 of this Master
     Agreement.

"Outside Auditor" has the meaning  given such term in Section 5.5 of this Master
     Agreement.

"Purchase  Agreement"  has the  meaning  given such term in Section  3.2 of this
     Master Agreement.

"Purchaser"  means the entity  identified  as  "Purchaser"  in the  heading of a
     specific  Purchase  Agreement,  and,  collectively,  all of such Purchasers
     taken as a whole. R-R shall be regarded as "Purchaser" with respect to this
     Master Agreement.

"Relevant R-R Price"  has the  meaning  given  such term in Section  5.1 of this
     Master Agreement.

"R-R Assignee"  has the  meaning  given such term in Section  7.5 of this Master
     Agreement.

[ * ]

                                      -2-

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

"Terms & Conditions" means the Purchase Order Terms & Conditions attached to the
     Common Terms as Schedule 3.


2.   DIRECT PURCHASE AND SALE OF TITANIUM PRODUCTS

2.1  On the  terms and  subject  to the  conditions  of this  Master  Agreement,
     including  the Common Terms,  R-R agrees to purchase from TIMET,  and TIMET
     agrees to sell to R-R,  TIMET  Titanium  Products in the volumes and at the
     prices  set forth in the  Common  Terms  (as may be  adjusted  pursuant  to
     Article 4 of this Master  Agreement  or any other  provision in this Master
     Agreement).  The TIMET  Titanium  Products to be purchased and sold by this
     Master  Agreement  will be in the form of the  part  numbers  set  forth on
     Schedule  1 to the  Common  Terms (or,  in the  absence of a specific  part
     number,  the alloys,  shapes and specific  sizes set forth on Schedule 1 to
     the Common Terms).

2.2  Such purchases of TIMET  Titanium  Products by R-R from TIMET shall be made
     by the placement of separate Purchase Orders by R-R directly with TIMET, as
     provided in the Common Terms and the Terms & Conditions.

2.3  While this Master Agreement (and the related Purchase Agreements with other
     Purchasers) is initially limited to the sale and purchase of TIMET Titanium
     Products  for  ultimate use in an R-R  aerospace  product,  TIMET agrees to
     negotiate  in good faith if R-R  indicates  a desire to expand the scope of
     this Master Agreement to cover other R-R-related companies or non-aerospace
     applications.  Any  such  expansion  will be  evidenced  by an  appropriate
     amendment to this Master  Agreement or as a separate  agreement on terms no
     less favorable than those contained in this Master Agreement.


3.   PURCHASERS

3.1  In addition to TIMET's  supplying TIMET Titanium  Products directly to R-R,
     R-R and TIMET will work in good faith in an effort to promote  and  achieve
     the  recognition  as  Purchasers,  as soon  as  practicable  following  the
     execution of this Master Agreement, of all existing key suppliers to R-R of
     materials,   parts  or  assemblies  containing  titanium  metal;  provided,
     however,  that  R-R  and  TIMET  expressly  agree  that  there  will  be no
     consequences  under this Master  Agreement  for any failure to achieve such
     goal.

3.2  A supplier will be regarded as a Purchaser under this Master Agreement when
     it has entered into a long-term supply agreement with TIMET similar to this
     Master  Agreement  for the supply of TIMET  Titanium  Products on terms and
     conditions  mutually  satisfactory  to such  supplier  and TIMET (each such
     agreement,  a  "Purchase  Agreement"  and,  except as  otherwise  expressly
     indicated,  this Master Agreement shall be regarded as a Purchase Agreement
     which, together with each other Purchase Agreement,  are referred to as the
     "Purchase Agreements"). [ * ]

                                      -3-

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

4.   PRICING

4.1  Initial pricing for deliveries of TIMET Titanium Products during the period
     from [ * ] through [ * ] shall be as set forth on  Schedule 1 to the Common
     Terms.

4.2  Pricing for deliveries of TIMET Titanium  Products  during the period [ * ]
     through [ * ] shall be adjusted annually, as of January 1 of each such year
     (commencing [ * ]) based upon the  application  of the formula set forth in
     Section 3.2 of the Common Terms.  TIMET will provide R-R, no later than [ *
     ] of  each  year  (commencing  [ * ]),  with  TIMET's  calculation  of  the
     resulting price change for each TIMET Titanium Product.


5.   [ * ]

5.1  [ * ]

5.2  [ * ]

5.3  In addition to any rights of termination it may have under Article 5 of the
     Common Terms, R-R may also terminate this Master Agreement as follows:

     [ * ]

5.4  For purposes of comparing  pricing  under this Article 5, all TIMET foreign
     currency sales will be converted into U.S. dollars using the average of the
     conversion  rates reflected in The Wall Street Journal for the first day of
     each month during the calendar  year in question (or the next  business day
     thereafter).

5.5  [ * ]


6.   CUSTOMER VALUE INITIATIVES

6.1  The parties agree to use all commercially  reasonable efforts to pursue the
     joint formulation,  development, and implementation of initiatives intended
     to  improve  TIMET's  productivity  and  lower its  manufacturing  cost and
     thereby  result in lower pricing for TIMET  Titanium  Products and improved
     service and delivery to all  Purchasers  (including R-R itself with respect
     to direct purchases), including, without limitation, initiatives related to
     yield, process improvements, alternative processes, alternate sponge source
     approvals,   and   scrap   utilization   (collectively,   "Customer   Value
     Initiatives").  The  parties  agree  to  work  in  good  faith  toward  the
     successful  implementation of these Customer Value Initiatives and the fair
     sharing of the resulting  benefits  therefrom (net of any relevant costs of
     implementation). In this regard, TIMET specifically agrees that it will

                                      -4-

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

     not  unreasonably  decline to pursue and implement any such Customer  Value
     Initiative  proposed that is  established  to be  technically  feasible and
     likely  to  produce  a  reasonably  acceptable  internal  rate of return on
     investment to TIMET.  The Parties,  through the Customer Value  Initiatives
     process set forth in this Article 6, specifically target [ * ].

6.2  R-R and TIMET shall each  designate a  reasonable  number of  personnel  to
     serve on a task force (the "Customer  Value Task Force"),  which group will
     be  charged  with  the   responsibility   of  evaluating  and,  subject  to
     appropriate  agreements,  implementing Customer Value Initiatives.  R-R and
     TIMET  shall  cooperate  to attempt  to reduce the costs of TIMET  Titanium
     Products to R-R. As part of its  responsibility,  the  Customer  Value Task
     Force will develop specific  proposals for consideration by each party with
     respect to the appropriate and equitable  sharing of  implementation  costs
     and benefits  associated with each Customer Value Initiative.  Prior to any
     material  investment in furtherance of any such Customer Value  Initiative,
     any agreement  regarding the sharing of  implementation  costs and benefits
     will be  memorialized  in a writing  executed by both R-R and TIMET.  It is
     anticipated  that the sharing of  benefits  (net of any  relevant  costs of
     implementation)  will take the form of reduced  future  pricing  under this
     Master Agreement and the other Purchase Agreements. Upon the request of RR,
     TIMET will  provide R-R with the  relevant  data to allow R-R to verify the
     savings and costs associated with any agreed-upon and implemented  Customer
     Value Initiative.

6.3  TIMET agrees to share with R-R necessary  technology  and cost  information
     possessed  by TIMET (to the extent  permitted  by law and,  if  applicable,
     agreements   with  other  parties  and  subject  to  the   restrictions  on
     non-disclosure  and non-use set forth in Article 6 of the Common  Terms) in
     order to support  Customer Value  Initiatives and aid in the development of
     new Customer  Value  Initiatives,  directed both to cost  reduction and the
     advancement of titanium  technology.  TIMET,  acting reasonably and in good
     faith,  shall make the determination as to the relevancy of such technology
     and cost information to support existing  Customer Value Initiatives or its
     aid in the development of new Customer Value Initiatives.

6.4  In addition, the Parties shall hold periodic meetings, as they shall agree,
     in order to evaluate and assess the progress  being made on Customer  Value
     Initiatives and the general management of this Master Agreement,  including
     without  limitation,  semi-annual  meetings  that will include at least one
     senior  executive  of each  Party,  quarterly  contract  management  review
     meetings that will include at least one senior  manager of each Party,  and
     such other  meetings  directed  at cost,  quality,  technology,  logistics,
     supply chain  performance  and other  relevant  issues as the parties shall
     jointly determine to be necessary or appropriate.

6.5  While the payment  terms  provided  for in the Common  Terms are  currently
     denominated in pounds sterling,  R-R and TIMET agree to discuss a mechanism
     for providing for payment in one or more  alternate  currencies  (including
     U.S. dollars).

                                      -5-

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


6.6  The Parties shall work together  vigorously to identify  opportunities with
     regard to service  and other  comparable  issues but  recognize  that while
     important  to this Master  Agreement,  such may not result in any  tangible
     Customer Value Initiative.


7.   MISCELLANEOUS

7.1  No provision of this Master Agreement  (including without  limitation,  the
     exhibits and schedules  attached  hereto) may be changed or modified except
     by a writing  signed by both R-R and TIMET that makes express  reference to
     this Master Agreement.

7.2  This Master  Agreement,  together with the  schedules  and exhibits  hereto
     (including,  without limitation,  the Common Terms, the Terms & Conditions,
     and any  subsequent  amended or  restated  Schedule  1),  each of which are
     hereby  incorporated into this Master Agreement by reference,  and together
     with all Purchase  Orders (to the extent accepted by TIMET pursuant to this
     Master  Agreement),  set forth the entire  agreement  between R-R and TIMET
     with respect to the subject matter hereof,  and supersede any and all other
     prior agreements and  understandings  between R-R and TIMET with respect to
     such matters.

7.3  R-R and TIMET each hereby  certifies  that this Master  Agreement  has been
     duly  approved and  authorized by it and that the  individual  executing on
     behalf of such Party has been duly authorized by such Party to do so.

7.4  Each Party shall use all commercially reasonable efforts to ensure that:

     (a)  the design,  materials  and  specifications  of all work  performed or
          goods supplied under this Master Agreement by such Party are such that
          its  performance  under this Master  Agreement and each Purchase Order
          shall not fail to comply,  in any respect  that would cause a material
          adverse  effect  to  the  other  Party,  with  the  British  Standards
          Institute's  definition of Year 2000 conformity  contained in BSI DISC
          PD2000-1; and

     (b)  the above  requirements  are reflected in each subcontract or suborder
          made in support of this Master Agreement.

7.5  TIMET agrees that,  upon written  request of R-R,  TIMET will enter into an
     agreement  with R-R and any R-R  supplier or  sub-assembly  producer or any
     party to a risk and  revenue  sharing  agreement  with R-R (such  supplier,
     producer,  or  party  referred  to in  this  Master  Agreement  as an  "R-R
     Assignee")  whereby  the rights and  obligations  of R-R under this  Master
     Agreement  in relation to any given R-R engine part are assigned by R-R to,
     and assumed by, such R-R Assignee,  in whole or in part as the case may be,
     provided the terms of such agreement and the  creditworthiness  of such R-R
     Assignee are reasonably satisfactory to TIMET.

                                      -6-

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

8.   COMMON TERMS AND TERMS & CONDITIONS APPLICABLE TO R-R ONLY

8.1  The following  alternate  Sections 3.7 and 4.1 shall apply solely to R-R in
     lieu of their numerical counterparts in the Common Terms:

          3.7  Except as  otherwise  set forth in  Section  3.8 of these  Common
               Terms,  the  terms  of  sale  for  all  TIMET  Titanium  Products
               purchased and sold pursuant to the Purchase Agreement shall be, [
               * ]

          4.1  Subject  to the other  terms and  conditions  contained  in these
               Common Terms  (including,  but not limited to, any limitations on
               TIMET's  obligation to sell TIMET Titanium Products to R-R and to
               Section  4.5 of these  Common  Terms),  R-R  agrees  that it will
               purchase  directly  from TIMET in each  calendar  year during the
               term  of the  Purchase  Agreement  a  volume  of  TIMET  Titanium
               Products [ * ]


               Subject  to the  other  terms  and  conditions  of  the  Purchase
               Agreement,  TIMET  agrees  that it will  sell to  Purchaser  such
               volume of TIMET Titanium  Products actually ordered by Purchaser.
               For purposes of this Section 4.1:

               (x)  A TIMET  Titanium  Product  shall  be  deemed  to have  been
                    purchased in the year in which it is scheduled  for delivery
                    as agreed between Purchaser and TIMET (regardless of whether
                    actually  delivered  by TIMET  during such year);  provided,
                    however,  that if payment for such TIMET Titanium Product is
                    not  subsequently  made by  Purchaser,  such TIMET  Titanium
                    Product  will be  deducted  from the volumes for the year in
                    which payment was due;

               (y)  TIMET  Titanium  Products  with  respect to which a Purchase
                    Order is terminated  in accordance  with Section 10.1 of the
                    Terms & Conditions  shall be counted only in an amount equal
                    to the relevant  volume (in kilograms)  times the percentage
                    of   applicable   price   actually   paid  as  an  Equitable
                    Termination  Settlement in accordance with Sections 10.3 and
                    11.2 of the Terms & Conditions; and

               (z)  Any  substitute  Titanium  Product  purchased  by  Purchaser
                    pursuant to Sections 5.1(b) or 9.3 of the Terms & Conditions
                    shall be counted for  purposes of this  Section 4.1 as if it
                    were a TIMET Titanium Product purchased by Purchaser.

                                      -7-

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

8.2  The following  alternate Section 12.3 of the Terms & Conditions shall apply
     solely  to R-R in  lieu  of  its  numerical  counterpart  in  the  Terms  &
     Conditions:

         [ * ]

8.3  [ * ]






                                      -8-

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


     IN WITNESS  WHEREOF,  this Master  Agreement  is executed by an  authorized
representative of each Party as of the date first hereinabove set forth.

ROLLS-ROYCE plc



By: /s/ Chris Hole
    -------------------------------------------------

Name: Chris Hole
      --------------------------------------

Title: Procurement Director
       ----------------------------------------------

Notices to:

Rolls-Royce plc
P.O. Box 31
Derby DE24 8BJ, England

Attn: Alun Hughes
General Manager - Materials Supply Chain
Facsimile No.: 44-133-224-4667



TITANIUM METALS CORPORATION



By: /s/ J. Landis Martin
    -------------------------------------------------

Name: J. Landis Martin
      -----------------------------------------------

Title: Chairman and CEO
       ----------------------------------------------

Notices to:                          With a copy to:

TIMET UK Limited                     Titanium Metals Corporation
P.O. Box 704                         1999 Broadway, Suite 4300
Witton                               Denver, Colorado 80202
Birmingham B6 7UR                    USA
England
Attn: Director-Sales and Marketing   Attn: Vice President,
                                           General Counsel & Secretary
Facsimile No.: 44-121-356-2240       Facsimile No.: 1-303-291-2990

                                      -9-

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>



                                                                       EXHIBIT A
                                                    to Purchase & Sale Agreement

                                  ------------

                                  COMMON TERMS
                             OF PURCHASE AND SALE OF
                             TIMET TITANIUM PRODUCTS

                                  ------------



1.   SCOPE AND PURPOSE

1.1  These Common Terms are intended to incorporate certain terms common to both
     (a) the Master  Agreement  between R-R and TIMET for the direct purchase of
     TIMET Titanium Products by R-R and (b) each additional  Purchase  Agreement
     between a  Purchaser  (other than R-R) and TIMET  relating to the  indirect
     supply of TIMET Titanium Products to R-R through such Purchaser.

1.2  To the extent of any conflict  between the terms of the Purchase  Agreement
     to which these Common Terms are attached and these Common Terms,  the terms
     and provisions of such Purchase Agreement shall have precedence.

1.3  These Common Terms include certain  provisions that will be administered by
     R-R on  behalf  of each  Purchaser.  Purchaser  agrees  to  accept as fully
     binding  upon it any  determination  made by R-R which  is, by the  express
     terms of the Purchase Agreement (including these Common Terms) permitted to
     be made by R-R,  including without  limitation,  pricing  adjustments under
     Article 3 of these Common Terms,  volume  directions and allocations  under
     Article 4 of these Common Terms,  and Customer  Value  Initiatives  savings
     verification  and  allocations  under  Article 6 of the  Master  Agreement.
     Purchaser  (if not  R-R)  hereby  appoints  R-R as  Purchaser's  agent  and
     attorney-in-fact for purposes of administering such provisions and entering
     into any  agreement  with  TIMET  related to such  provisions  that will be
     binding upon Purchaser.


2.   DEFINITIONS

     Except as otherwise  expressly  provided in the Purchase Agreement to which
     these Common Terms are attached, the following defined terms shall have the
     meanings set forth below when used therein:

                            Exhibit A--Common Terms
                                     Page 1

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.

<PAGE>

2.1  "Aggregate  Purchase  Volume"  means,  for any  given  calendar  year,  the
     aggregate  volume of TIMET Titanium  Products  purchased by all Purchasers,
     taken as a whole.

2.2  "Annual R-R  Directed  Percentage"  means that  percentage  of  Purchaser's
     Annual Titanium  Requirements  that Purchaser is directed in writing by R-R
     on an annual  basis to  purchase  directly  from TIMET in  accordance  with
     Section 4.1 of these Common Terms.

2.3  "Annual  Titanium  Requirements"  means,  for any given  calendar year, the
     total volume of all Titanium Products  purchased (rounded to the nearest 50
     metric  tonnes),  in  whatever  form and from  whatever  source,  either by
     Purchaser directly from the titanium  producer,  or indirectly by Purchaser
     through a chain of one or more intermediate suppliers, in either case to be
     used to manufacture parts or assemblies for use in R-R aerospace  products,
     but  excluding  any  Excluded  Volume.  Such volume  requirements  shall be
     calculated  based upon the actual  weight and form of titanium  metal first
     sold in the supply  chain (but  without  duplicating  volumes  purchased in
     different forms in multiple  transactions in the supply chain), unless such
     shipped product is titanium sponge,  in which case the measurement shall be
     the weight of the first downstream titanium product sold thereafter.

2.4  "Calendar Quarter" means the three-month  periods ending March 31, June 30,
     September 30, and December 31.

2.5  "Common  Terms" means these Common Terms for the Purchase and Sale of TIMET
     Titanium  Products  attached  to the  Purchase  Agreement  as Exhibit A, as
     hereafter amended, modified, supplemented, or restated.

2.6  "Confidential Information" means confidential or proprietary information of
     the Disclosing  Party  furnished to the Receiving  Party in connection with
     the Purchase Agreement, including without limitation, technical information
     in the form of designs, concepts, requirements,  specifications,  software,
     interfaces,  components,  processes,  or the like, and which, if in visual,
     written or graphic form, is clearly and conspicuously identified thereon as
     "confidential"  or  "proprietary"  or which  contains a restrictive  legend
     clearly  showing that the  information is considered  proprietary or, if in
     oral form, is confirmed promptly thereafter in writing as "confidential" or
     "proprietary," or, if not so marked or confirmed, which the Receiving Party
     knows or  reasonably  should  have known was  confidential  or  proprietary
     information of the Disclosing Party. Without limiting the generality of the
     foregoing, the information contained on the Schedules of these Common Terms
     shall be regarded as  Confidential  Information of TIMET (unless covered by
     one of the exclusions set forth in the following sentence).  The provisions
     of this Section 2.6 and Article 6 of these Common Terms shall not apply to,
     and the  Receiving  Party  shall  not be  obligated  to hold in  confidence
     pursuant to Article 6 of these Common Terms, information which:

     (a)  was  in  the  lawful   possession  of  the  Receiving   Party  without
          confidentiality  restrictions  prior to its receipt  thereof  from the
          Disclosing Party;

     (b)  is or becomes  public  knowledge  without  the fault of the  Receiving
          Party;


                            Exhibit A--Common Terms
                                     Page 2

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

     (c)  is or becomes  available  to the  Receiving  Party on an  unrestricted
          basis from a source having a right to make such disclosure;

     (d)  is made  available  on an  unrestricted  basis to a third party by the
          Disclosing Party; or

     (e)  is  developed  by the  Receiving  Party  independent  of  Confidential
          Information received under Article 6 of these Common Terms.

2.7  "Customer Value Initiatives" means the joint formulation,  development, and
     implementation of initiatives  intended to improve TIMET's productivity and
     lower its manufacturing  cost and thereby result in lower pricing for TIMET
     Titanium  Products  and  improved  service and  delivery to all  Purchasers
     (which includes R-R), including, without limitation, initiatives related to
     yield, process improvements, alternative processes, alternate sponge source
     approvals, and scrap utilization.

2.8  "Customer  Value Task  Force"  means a task force  comprised  of  personnel
     designated  by  each  of R-R and  TIMET  that  will  be  charged  with  the
     responsibility  of  evaluating  and,  subject  to  appropriate  agreements,
     implementing Customer Value Initiatives.

2.9  "Disclosing   Party"  means  Purchaser  or  TIMET,  as  the  case  may  be,
     communicating Confidential Information to the Receiving Party in connection
     with the Purchase Agreement.

2.10 "Excluded  Volume" means, for any given calendar year, the aggregate volume
     (rounded  to  the  nearest  50  metric  tonnes)  of all  Titanium  Products
     purchased  directly  or  indirectly  by  Purchaser  for  end  use in an R-R
     aerospace  application from a titanium producer other than TIMET solely for
     one of the following reasons: [ * ]

2.11 "Master  Agreement"  means that certain  Purchase and Sale Agreement by and
     between  R-R  and  TIMET,  dated  [ * ], as  hereafter  amended,  modified,
     supplemented or restated.

2.12 "Maximum Annual Volume" means [ * ]

2.13 "Maximum Lead Time" means, for a given TIMET Titanium Product,  the maximum
     permitted  lead time from receipt of a Purchase Order until delivery of the
     TIMET Titanium Product, as set forth on Schedule 2.

2.14 "Maximum  Quarterly Volume" means, for a given Calendar Quarter and (a) for
     any given TIMET Titanium  Product,  a volume of such TIMET Titanium Product
     equal  to [ * ] of the  aggregate  of the  volume  of such  TIMET  Titanium
     Product  ordered by all Purchasers in the  immediately  preceding  Calendar
     Quarter,  not to exceed the Maximum Annual Volume  limitation;  and (b) for
     all TIMET  Titanium  Products as a whole,  a volume of such TIMET  Titanium
     Products  equal to [ * ] of the  aggregate of the volume of TIMET  Titanium
     Products  ordered by all Purchasers in the immediately  preceding  Calendar
     Quarter, not to exceed the Maximum Annual Volume limitation.




* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


2.15 "Net Monthly" means [ * ]

2.16 "On-Time Delivery Rate" means [ * ]

2.17 "Purchase Agreement" means,  individually,  the Purchase and Sale Agreement
     to which these  Common Terms are  attached,  and  collectively,  all of the
     Purchase  and  Sale  Agreements  between  TIMET,  on the  one  hand,  and a
     Purchaser,  on the other hand,  for the purchase and sale of TIMET Titanium
     Products.  Except as otherwise  expressly  indicated,  the Master Agreement
     shall be regarded as a Purchase Agreement.

2.18 "Purchase Order" means a purchase order for TIMET Titanium  Products placed
     by Purchaser with TIMET in accordance with, and on the terms and conditions
     set out in, the Terms & Conditions.

2.19 "Purchaser"  means the entity  identified as  "Purchaser" in the heading of
     the specific Purchase Agreement (which shall be R-R itself under the Master
     Agreement).

2.21 "Quality  Related Default" has the meaning given such term in Schedule 4 of
     these Common Terms. ------- ------- -------

2.22 "Quarterly  Lead Time  Schedule" has the meaning given such term in Section
     4.4 of these Common Terms. --------- ---- ---- --------

2.23 "Quarterly  Volume Forecast" has the meaning given such term in Section 4.3
     of these Common Terms. --------- ------ --------

2.24 "Receiving  Party" means  Purchaser or TIMET,  as the case may be, to which
     Confidential  Information  is  communicated  by  the  Disclosing  Party  in
     connection with the Purchase Agreement.

2.25 "Relevant  Quarterly  Lead Time" has the meaning given such term in Section
     4.4 of these Common Terms. -------- --------- ---- ----

2.26 "Representatives"  of a given  party  means its  directors,  officers,  and
     employees. ---------------

2.27 "R-R" means Rolls-Royce plc. ---

2.28 "Schedule"  means  a  schedule  attached  to  these  Common  Terms,  unless
     expressly identified as a schedule to another document.

2.29 "Terms & Conditions"  means the Purchase Order Terms & Conditions  attached
     to these Common Terms as ----- - ---------- Schedule 3.

2.30 "TIMET" means Titanium Metals Corporation. -----


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

2.31 "TIMET  Titanium  Product"  means a Titanium  Product  purchased from TIMET
     pursuant to a Purchase Agreement.

2.32 "Titanium Product" means any titanium metal product ordered or purchased by
     Purchaser  for end use by R-R in an aerospace  product,  whether  purchased
     from TIMET or any other supplier of titanium metal products.


3.   PRICING MATTERS

3.1  Pricing for all TIMET  Titanium  Products sold to Purchaser  will be as set
     forth on Schedule 1 to these Common Terms except (a) as otherwise agreed in
     writing by R-R and TIMET,  or (b) as  otherwise  provided in this Article 3
     for TIMET Titanium Products originally scheduled for delivery on or after [
     * ]. Pricing for TIMET  Titanium  Products not  specifically  identified in
     Schedule 1 will be established by the mutual agreement of R-R and TIMET for
     all Purchase  Agreements  (R-R acting as agent for Purchaser in such case).
     Such pricing will be established [ * ]. Any such additional  prices for new
     or modified TIMET  Titanium  Products will be evidenced by the execution of
     an amended and restated Schedule 1 signed by both R-R and TIMET which shall
     set forth the  effective  date of such amended and restated  Schedule 1 and
     shall thereupon be substituted for the then-current  Schedule 1. Schedule 1
     shall be redacted,  as appropriate from time to time, to contain only those
     TIMET Titanium Products being purchased by Purchaser.

3.2  For TIMET Titanium  Products  originally  scheduled for delivery [ * ], the
     prices  set forth in the  then-current  Schedule  1 are  subject  to annual
     adjustment,  up or down,  effective January 1 of each such year, based upon
     the following formula:

                  [ * ]

                  where:

                  [ * ]

                  Each successive calculation shall be rounded to the fourth
                  decimal, except that [ * ] shall be rounded to the second
                  decimal.

3.3  In accordance  with the Master  Agreement,  R-R will  administer the annual
     pricing adjustments provided for in Section 3.2 of these Common Terms. Once
     the  pricing  adjustment  for a given year has been  determined  by R-R and
     TIMET,  TIMET  will  supply  each  Purchaser  with  a  revised  Schedule  1
     reflecting  revised prices for TIMET Titanium Products then being purchased
     by such  Purchaser  from TIMET,  which  revised  Schedule 1 shall have been
     executed  by R-R and TIMET on behalf of all  Purchasers,  and such  revised
     Schedule 1 shall thereupon be substituted for the  then-current  Schedule 1
     for  shipments  to be made  during the  applicable  period  shown  thereon.
     Purchaser  agrees to be bound by any such revisions to Schedule 1 that have
     been agreed upon between R-R and TIMET.

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.

<PAGE>

3.4  Notwithstanding  any  provisions to the  contrary,  the price for any TIMET
     Titanium Product that TIMET has agreed to deliver in a given calendar year,
     but which is actually delivered in a subsequent calendar year because TIMET
     failed  to meet its  delivery  obligations,  shall be the  lower of (a) the
     price that would have  applied  had  delivery  been timely made and (b) the
     price for the calendar year in which delivery is actually made.

3.5  The  parties  recognize  that  pricing  for a given year with  respect to a
     particular  TIMET  Titanium  Product  may  also be  subject  to  reduction,
     independent of any adjustment resulting from the application of Section 3.2
     of these Common Terms, based upon the results of Customer Value Initiatives
     undertaken  by R-R and TIMET in  accordance  with  Article 6 of the  Master
     Agreement,  as any such  reductions  are  agreed  upon by R-R and  TIMET in
     writing.

3.6  Except  (a) as  otherwise  expressly  provided  in the  Purchase  Agreement
     (including in these Common Terms) or (b) as otherwise  expressly  agreed in
     writing  between  TIMET and  Purchaser,  all  purchases  and sales of TIMET
     Titanium  Products  pursuant to the Purchase  Agreement shall be subject to
     the Terms & Conditions.

3.7  Except as  otherwise  set forth in Section 3.8 of these Common  Terms,  the
     terms of sale for all TIMET Titanium  Products  purchased and sold pursuant
     to the Purchase  Agreement shall be [ * ]. Upon not less than ten (10) days
     prior written notice to Purchaser,  TIMET may adjust the credit terms as it
     shall reasonably determine to be appropriate in light of [ * ]

3.8  TIMET  may  elect  to  supply  TIMET  Titanium  Products  from  any  of its
     facilities as it may reasonably  determine  consistent  with the commercial
     and technical needs of R-R and Purchaser; [ * ]


4.   VOLUMES

4.1  Subject to the other terms and  conditions  contained in these Common Terms
     (including,  but not limited to, any  limitations on TIMET's  obligation to
     sell TIMET  Titanium  Products  to  Purchaser  and to Section  4.5 of these
     Common Terms),  Purchaser  agrees that it will purchase from TIMET a volume
     of TIMET  Titanium  Products equal to not less than the Annual R-R Directed
     Percentage of Purchaser's  Annual Titanium  Requirements  for each calendar
     year during the term of the Purchase Agreement.  Subject to the other terms
     and conditions of the Purchase Agreement, TIMET agrees that it will sell to
     Purchaser  such  volume of TIMET  Titanium  Products  actually  ordered  by
     Purchaser. No later than [ * ] of each calendar year during the term of the
     Purchase Agreement,  R-R will notify each Purchaser and TIMET in writing of
     such  Purchaser's  Annual R-R  Directed  Percentage.  For  purposes of this
     Section 4.1:

     (a)  A TIMET Titanium Product shall be deemed to have been purchased in the
          year in which it is scheduled for delivery as agreed between Purchaser



* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

          and TIMET  (regardless of whether  actually  delivered by TIMET during
          such year); provided, however, that if payment for such TIMET Titanium
          Product is not  subsequently  made by Purchaser,  such TIMET  Titanium
          Product  will be  deducted  from  the  volumes  for the  year in which
          payment was due;

     (b)  TIMET  Titanium  Products  with  respect to which a Purchase  Order is
          terminated in  accordance  with Section 10.1 of the Terms & Conditions
          shall be counted only in an amount  equal to the  relevant  volume (in
          kilograms)  times the percentage of applicable  price actually paid as
          an Equitable  Termination  Settlement in accordance with Sections 10.3
          and 11.2 of the Terms & Conditions; and

     (c)  Any substitute  Titanium  Product  purchased by Purchaser  pursuant to
          Sections 5.1(b) or 9.3 of the Terms & Conditions  shall be counted for
          purposes of this  Section 4.1 as if it were a TIMET  Titanium  Product
          purchased by Purchaser.

4.2  No later than [ * ]  following  each  calendar  year during the term of the
     Purchase Agreement,  commencing [ * ], Purchaser will certify in writing to
     R-R and TIMET its Annual Titanium Requirements (including,  separately, its
     Excluded Volume) for the immediately  preceding calendar year. Such amounts
     will be subject to audit by or on behalf of TIMET,  through an  examination
     by a mutually  agreed,  independent  third party of the relevant records of
     Purchaser upon  reasonable  notice and during normal  business hours and at
     TIMET's sole cost and expense.

4.3  By the last day of each Calendar Quarter, Purchaser will provide TIMET with
     a  rolling   forecast  by  quarter  (the   "Quarterly   Volume   Forecast")
     representing  the most current estimate of the needs of Purchaser for TIMET
     Titanium  Products (by product) for [ * ]commencing  with the next Calendar
     Quarter.  Such Quarterly  Volume  Forecasts shall be used only for planning
     purposes and for calculating  TIMET's Relevant  Quarterly Lead Times as set
     forth in these  Common Terms and shall not be  considered  a firm  delivery
     schedule.

4.4  Within thirty (30) days of its receipt of each Quarterly  Volume  Forecast,
     TIMET will prepare and distribute to Purchaser a chart (the "Quarterly Lead
     Time  Schedule")  listing  by  product  the lead times (in weeks) for TIMET
     Titanium  Products  applicable to Purchase  Orders placed during the second
     quarter covered by the most recent  Quarterly  Volume Forecast  provided to
     TIMET by Purchaser (the "Relevant Quarterly Lead Time"); provided, however,
     that the Relevant  Quarterly Lead Time for a given TIMET  Titanium  Product
     shall not exceed the  Maximum  Lead Time for such TIMET  Titanium  Product.
     Lead times and  quarterly  volumes  will be  reviewed  by the  parties on a
     quarterly  basis to  assure  that  they  adequately  support  the  schedule
     requirements of Purchaser and R-R.

4.5  Notwithstanding  any  provision in the Purchase  Agreement to the contrary,
     TIMET's  obligation to supply TIMET  Titanium  Products  under all Purchase
     Agreements  taken together  shall not exceed,  on an aggregate  basis,  the
     Maximum Annual Volume or the Maximum Quarterly Volume. In the event that it
     appears at any time that either of these limitations will apply:



* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


     (a)  TIMET  shall  allocate  the  Maximum  Annual  Volume  or  the  Maximum
          Quarterly Volume, as the case may be, among the various  Purchasers as
          R-R shall direct TIMET in writing (and in such event,  such  direction
          shall  automatically be deemed to have been  incorporated by reference
          as part of the  Purchase  Agreement  and shall  override  any existing
          obligations between TIMET and Purchaser); and

     (b)  R-R and TIMET shall promptly consult in an effort to develop a plan to
          permit TIMET to produce at least the volume of TIMET Titanium Products
          ordered by all Purchasers  under all of the Purchase  Agreements taken
          as a whole; provided, however, that nothing in these Common Terms will
          require  either  party to take any  particular  action or  expend  any
          amount to  achieve  any such plan;  and  provided  further,  except as
          otherwise  agreed by TIMET and  Purchaser  in writing,  nothing in the
          Purchase  Agreement  shall be  construed  as  assuring  TIMET that any
          expanded  capacity  will be utilized by the  purchase  obligations  of
          Purchaser.

4.6  If Purchaser  places a Purchase Order with TIMET for a given TIMET Titanium
     Product  (or  changes the  scheduled  delivery  of a given  TIMET  Titanium
     Product) on a date which does not precede the proposed  delivery date by at
     least the Relevant  Quarterly  Lead Time for such TIMET  Titanium  Product,
     TIMET shall nevertheless be obligated to accept such Purchase Order, except
     that the  delivery  date  shall be deemed to be the date which is after the
     date of TIMET's  receipt  of such  Purchase  Order (or  change) by a period
     equal to the Relevant Quarterly Lead Time for such TIMET Titanium Product.


5.   TERM; TERMINATION

5.1  The Purchase  Agreement shall expire on [ * ], if not sooner  terminated in
     accordance  with  another  provision  of this Article 5. TIMET shall not be
     obligated  to accept any  Purchase  Order  calling for  delivery of a TIMET
     Titanium Product after such date.

5.2  Without  prejudice  to either  party's  rights and  remedies  as  elsewhere
     described  in  the  Purchase  Agreement,  the  Purchase  Agreement  may  be
     terminated as follows:

     (a)  [ * ];

     (b)  by  Purchaser,  by written  notice to TIMET  given not less than [ * ]
          prior to the date of termination, in the event [ * ];

     (c)  by  Purchaser,  by written  notice to TIMET  given not less than [ * ]
          prior to the date of termination, [ * ];

     (d)  by Purchaser,  by written notice to TIMET,  in the event of any breach
          by TIMET  (other  than a breach  covered by  Section  5.2(b) or (c) of
          these Common Terms) of the specific terms of the Purchase Agreement in
          any material respect,  which breach continues unremedied for more than
          [ * ] following written notice of such breach by Purchaser to TIMET;



* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>





     (e)  by  Purchaser,  by  written  notice  to  TIMET,  in the  event  of the
          suspension,  dissolution  or winding-up of the business of TIMET,  the
          admission  in writing by TIMET of its  insolvency  or inability to pay
          its debts as they  become  due,  the  institution  of  reorganization,
          bankruptcy,  liquidation,  or other  such  proceedings  by TIMET,  the
          institution of reorganization,  bankruptcy, liquidation, or other such
          proceedings  against TIMET which remain  undismissed for more than [ *
          ], the  appointment  of a  custodian,  trustee,  receiver,  or similar
          person for the  properties  or business of TIMET,  or an assignment by
          TIMET for the benefit of its creditors;

     (f)  by TIMET, by written notice to Purchaser, [ * ];

     (g)  by TIMET,  by written notice to Purchaser,  in the event of any breach
          by Purchaser of the  specific  terms of the Purchase  Agreement in any
          material respect,  which breach continues unremedied for more than [ *
          ] following written notice of such breach by TIMET to Purchaser; or

     (h)  by  TIMET,  by  written  notice  to  Purchaser,  in the  event  of the
          suspension,  dissolution  or  winding-up of the business of Purchaser,
          the  admission in writing by Purchaser of its  insolvency or inability
          to  pay  its  debts  as  they   become   due,   the   institution   of
          reorganization,  bankruptcy, liquidation, or other such proceedings by
          Purchaser, the institution of reorganization, bankruptcy, liquidation,
          or other such proceedings  against Purchaser which remain  undismissed
          for  more  than  [ *  ],  the  appointment  of a  custodian,  trustee,
          receiver,  or  similar  person  for  the  properties  or  business  of
          Purchaser,  or an  assignment  by  Purchaser  for the  benefit  of its
          creditors.

5.3  The  provisions  of  Article 4 of these  Common  Terms  shall  survive  the
     expiration   of  the   Purchase   Agreement   for  the  purpose  of  making
     determinations as to whether  Purchaser has met the volume  requirements of
     Section 4.1 of these Common Terms with respect to calendar  year [ * ]. The
     provisions of Article 6 of these Common Terms shall survive the  expiration
     or  termination  of  the  Purchase   Agreement  for  the  duration  of  the
     confidentiality period set forth in Section 6.2 of these Common Terms.

5.4  The  termination of the Purchase  Agreement shall not affect the rights and
     responsibilities  of the Parties  with  respect to any breach that may have
     occurred  prior  to  such  termination.  Further,  the  termination  of the
     Purchase  Agreement  shall not affect the  rights  and  obligations  of the
     Parties with respect to any Purchase  Order  outstanding  as of the date of
     such  termination  to the  extent  that  manufacture  of one or more  TIMET
     Titanium Products covered by such Purchase Order is still in process.

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

6.   CONFIDENTIALITY

6.1  The  Disclosing  Party  will  not  identify   information  as  Confidential
     Information  unless the Disclosing  Party believes that such information is
     proprietary to, or constitutes a trade secret of, the Disclosing Party. The
     parties will attempt to limit the exchange of  Confidential  Information to
     only  that  Confidential  Information  necessary  for the  purposes  of the
     Purchase Agreement.

6.2  The parties  agree that,  for a period of [ * ] from the date of receipt of
     Confidential Information (or such longer period as the Disclosing Party has
     expressly identified,  for bona fide and reasonable business considerations
     with respect to specified items of Confidential  Information based upon the
     particular sensitivity of such Confidential Information), without the prior
     written  consent of the  Disclosing  Party and except as may be required by
     law,  the  Receiving  Party  shall  hold in  confidence  and  not  disclose
     Confidential  Information  received by it, except to (a) Representatives of
     the Receiving Party who require such Confidential  Information for purposes
     of  the  Purchase  Agreement  and  who  agree  to  hold  such  Confidential
     Information  in  confidence  in  accordance  with the terms of these Common
     Terms or who have signed an intellectual property agreement obligating them
     not to disclose proprietary information of others unless their employer has
     acquired specific authorization, (b) suppliers to the Receiving Party whose
     involvement is required by the Receiving Party for purposes of the Purchase
     Agreement and who agree to hold such Confidential Information in confidence
     in accordance with the terms of these Common Terms, and (c) as set forth in
     Section 6.7 of these Common Terms.

6.3  Confidential  Information  shall not be used by the Receiving Party (or any
     Representative  to whom the Receiving  Party  discloses  such  Confidential
     Information)   except  for  the  purposes   contemplated  in  the  Purchase
     Agreement.

6.4  The Receiving  Party will be deemed to have  satisfied its  obligations  of
     confidentiality  and non-use under these Common Terms if it uses reasonable
     care to protect against  unauthorized  disclosure or misuse of Confidential
     Information  received by it under these Common Terms,  which care shall not
     be less  than the care  taken by the  Receiving  Party to  protect  its own
     confidential or proprietary  information  from disclosure or use by others.
     Upon discovery of any accidental  disclosure or misuse, the Receiving Party
     shall take all reasonable  steps to recover or limit further misuse of such
     Confidential Information.

6.5  The Receiving Party will copy Confidential  Information received by it only
     as  reasonably  necessary  for the  purposes  contemplated  in the Purchase
     Agreement.

6.6  The Receiving Party agrees to (a) return to the Disclosing Party all copies
     of written  Confidential  Information  received  pursuant  to the  Purchase
     Agreement, as well as all copies made thereof or written materials prepared
     by the Receiving Party containing Confidential  Information,  within thirty
     (30) calendar  days of the written  demand of the  Disclosing  Party or (b)
     certify to the  Disclosing  Party within such period that it has  destroyed
     all Disclosing Party Confidential Information;  provided, however, that the
     Receiving  Party may retain a single copy of all  Confidential  Information
     received for

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

     purposes of  establishing  compliance with the terms of these Common Terms,
     which copy shall be  segregated  from the  normal  business  records of the
     Receiving Party and held in strict  confidence in accordance with the terms
     of these Common Terms.

6.7  If the  Receiving  Party  or any of  its  Representatives  becomes  legally
     compelled (by regulatory requirement,  deposition,  interrogatory,  request
     for documents,  subpoena, civil investigative demand or similar process) to
     disclose any of the Confidential Information or is required to disclose any
     of the Confidential  Information pursuant to any listing agreement with any
     stock  exchange on which its shares are traded,  the  Receiving  Party will
     advise and consult with the Disclosing  Party prior to any such disclosure,
     so  that  the  Disclosing  Party  may  seek a  protective  order  or  other
     appropriate remedy and/or waive compliance with these Common Terms. If such
     protective order or other remedy is not obtained,  or compliance with these
     Common Terms is waived as above,  the  Receiving  Party will  disclose only
     that portion of the Confidential  Information  which the Receiving Party is
     advised  by  counsel  is  legally  required  and the  Receiving  Party will
     exercise reasonable efforts to obtain assurance that confidential treatment
     will be accorded such of the Confidential  Information as is disclosed. Any
     disclosure made in accordance with the provisions of this Section 6.7 shall
     not be  regarded  as a breach of the  obligations  of the  Receiving  Party
     pursuant to these Common Terms.

6.8  Nothing in this  Article 6 shall be  construed  as granting or conveying to
     the Receiving Party any right or license to use Confidential Information of
     the Disclosing  Party except for the purposes  contemplated in these Common
     Terms or to practice any  inventions  described  and claimed in any pending
     patent  applications or issued patents which are owned or controlled by the
     Disclosing Party relating to such Confidential Information.


7.   MISCELLANEOUS

7.1  TIMET and Purchaser  shall each be responsible for complying with all laws,
     including without  limitation,  any statute,  rule,  regulation,  judgment,
     decree,  order, or permit,  applicable to its respective  performance under
     the Purchase Agreement.

7.2  All notices and other  communications under the Purchase Agreement shall be
     in writing and shall be  addressed as set forth on the  signature  pages to
     the  Purchase  Agreement.  Any party may  change its  address or  facsimile
     number  by  giving  notice  to the  other  party  in  accordance  with  the
     provisions  of this  Section  7.2.  All  such  notices  and  communications
     (properly addressed) shall be deemed given as follows:

     (a)  when personally delivered;

     (b)  ten (10) business days after deposit in the mail,  first class postage
          prepaid;

     (c)  three (3) days after  deposit  with a  recognized  overnight  business
          delivery service; or


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>



     (d)  when sent by verified  facsimile to the facsimile  number  provided on
          the respective signature page for such party.

7.3  The Purchase Agreement shall inure to the benefit of and be binding on each
     of TIMET  and  Purchaser  and their  respective  successors  and  permitted
     assigns. Except for the right of TIMET to assign its right to payment under
     a Purchase Order in accordance with Section 12.3 of the Terms & Conditions,
     no party to the Purchase  Agreement  may assign its rights and  obligations
     under  Purchase  Agreement  or under a Purchase  Order  without the written
     consent of the other party;  provided,  however,  that any party may assign
     its rights and  obligations  under these  Common  Terms or under a Purchase
     Order,  without recourse,  to a company  succeeding to all or substantially
     all of such party's business without the consent of the other party so long
     as written notice of such  assignment is given to the other party. A change
     in control of either  party  shall not  affect  the  respective  rights and
     obligations of the parties under these Common Terms.

7.4  The  failure  of any  party at any time to  enforce  any  provision  of the
     Purchase  Agreement  shall not  constitute  a waiver of such  provision  or
     prejudice  such party's right to enforce such  provision at any  subsequent
     time.

7.5  Article  and  section  headings  used  in the  Purchase  Agreement  are for
     convenient  reference only and shall not affect the  interpretation  of the
     Purchase Agreement.

7.6  If  any  provision  of  the  Purchase  Agreement,  is or  becomes  void  or
     unenforceable,  whether  by  operation  of  law  or  otherwise,  the  other
     provisions of the Purchase  Agreement shall  nevertheless  remain valid and
     enforceable.

7.7  The  parties  have  determined  that it is  reasonable  that  the  Purchase
     Agreement and any Purchase Order placed thereunder shall be governed by the
     laws of England.

7.8  Without the prior written approval of each of the other Parties and R-R (if
     R-R is not the  Purchaser),  neither TIMET nor Purchaser will (a) except as
     may be required by applicable  disclosure  laws and  regulations,  cause or
     permit to be released any publicity,  advertisement,  news release,  public
     announcement,  or denial or  confirmation  of the same,  in whatever  form,
     regarding  the  Purchase  Agreement,  or (b) use,  or cause or permit to be
     used,  the name or  trademark  of the  other in any  form of  promotion  or
     publicity.

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


                                                                      SCHEDULE 1
                                                                 to Common Terms

                                                                    CONFIDENTIAL



                                PRICING SCHEDULE


                                      [ * ]






                                   Schedule 1
                                     Page 1

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.


<PAGE>

                                                                      SCHEDULE 2
                                                                 to Common Terms

                                                                    CONFIDENTIAL



                               MAXIMUM LEAD TIMES




Titanium Product                                   Maximum Lead Time

[ * ]                                                     [ * ]






All periods are in weeks measured from placement of Purchase Order to delivery.




                                   Schedule 2
                                     Page 1

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.

<PAGE>

                                                                      SCHEDULE 3
                                                                 to Common Terms


                        PURCHASE ORDER TERMS & CONDITIONS


1.   DEFINITIONS

         As used throughout these Terms & Conditions and any related Purchase
Order, the following definitions apply unless otherwise specifically stated.
Capitalized terms used in these Terms & Conditions without definition are used
as defined in the Purchase Agreement (including the Common Terms).

1.1  "Equitable  Adjustment"  shall have the meaning  given such term in Section
     14.1 of these Terms & Conditions.

1.2  "Equitable  Termination  Settlement" shall have the meaning given such term
     in  Section  14.2  of  these  Terms  & Conditions.

1.3  "Force  Majeure" means any cause beyond the reasonable  control and without
     the fault or negligence of the party invoking  "Force  Majeure,"  including
     without  limitation,  acts of God, war, riot,  acts of  government,  fires,
     floods,  epidemics,  quarantine restrictions,  freight embargoes,  strikes,
     labor disputes, and unusually severe weather.

1.4  [ * ]

1.5  "Goods"  means those TIMET  Titanium  Products set forth on the face of the
     Purchase Order.

1.6  "Master  Agreement"  means that certain  Purchase and Sale Agreement by and
     between  R-R  and  TIMET,  dated  [ * ], as  hereafter  amended,  modified,
     supplemented or restated.

1.6  "Notice of Termination"  has the meaning given such term in Section 10.1 of
     these Terms & Conditions.

1.7  "Purchase  Agreement"  means the Purchase and Sale Agreement by and between
     Purchaser and TIMET to which these Terms & Conditions are attached (and the
     Master  Agreement  shall be  regarded  as a Purchase  Agreement,  except as
     otherwise expressly indicated).

1.8  "Purchase  Order" means the purchase  order placed by Purchaser  with TIMET
     for the  purchase  and  sale of  TIMET  Titanium  Products,  to the  extent
     accepted in writing by TIMET (or deemed to have been accepted in accordance
     with the terms of the Purchase  Agreement),  including any change  notices,
     supplements, amendments, or modifications thereto as agreed upon in writing
     by Purchaser and TIMET.

                         Schedule 3--Terms & Conditions
                                     Page 1


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


1.9  "Purchaser"  means the entity  identified as  "Purchaser" in the heading of
     the specific Purchase Agreement (and shall mean R-R itself under the Master
     Agreement).

1.10 "Specifications"  means the  chemical,  physical  and other  specifications
     (including  inspecting and testing criteria) for TIMET Titanium Products as
     agreed to by Purchaser  and TIMET from time to time in writing,  subject to
     immaterial  variations  with  respect to weight.  In the absence of written
     agreement by Purchaser  and TIMET on a different  specification  in a given
     Purchase Order for TIMET Titanium Product, the applicable Specification for
     such given TIMET  Titanium  Product shall be that  represented  by the most
     recent  revision  agreed to in writing  by  Purchaser  and  TIMET.  No such
     Specification  for a TIMET  Titanium  Product may be altered or modified in
     any Purchaser Order without the express written agreement of TIMET.

1.11 "Stop-Work  Directive"  has the  meaning  given such term in Section 8.l of
     these Terms & Conditions.

1.12 "TIMET"  means  Titanium  Metals  Corporation  or the given  subsidiary  of
     Titanium  Metals  Corporation  with which a  particular  Purchase  Order is
     placed.


2.   ISSUANCE OF PURCHASE ORDERS.

2.1  Each Purchase Order placed by Purchaser  pursuant to the Purchase Agreement
     from  time to time  shall  contain  a  description  of the  TIMET  Titanium
     Product(s)  ordered, a reference to the applicable  Specifications for such
     TIMET  Titanium  Product,  the R-R purchase  order number,  the  applicable
     quantities  desired,  the price (determined in accordance with the Purchase
     Agreement),  the R-R part  number (if  applicable),  the  desired  delivery
     schedule,  and any other proposed  terms  different from those set forth in
     these Terms & Conditions or the Purchase Agreement.

2.2  Each  Purchase  Order placed under the Purchase  Agreement  shall contain a
     reference to the Purchase  Agreement.  Any Purchase Order placed with TIMET
     by Purchaser  (other than R-R) which does not include such legend shall not
     be regarded as a Purchase Order under the Purchase  Agreement and shall not
     be entitled to the  benefits  of the  pricing or supply  provisions  of the
     Purchase Agreement;  provided,  however,  that any inadvertent  omission of
     such  reference  may be  corrected  by  Purchaser  within [ * ] of  TIMET's
     acknowledgment  of the Purchase Order (or such longer period to which TIMET
     consents).

2.3  Each Purchase Order shall be deemed to incorporate these Terms & Conditions
     by  reference  and to be governed by these  Terms &  Conditions,  except as
     otherwise  expressly  agreed in writing between  Purchaser and TIMET.  Each
     such  Purchase  Order shall  represent  the offer of  Purchaser to purchase
     strictly on the terms set forth in the  Purchase  Agreement.  To the extent
     Purchaser's   submitted   Purchase

                         Schedule 3--Terms & Conditions
                                     Page 2


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


     Order or any TIMET  acceptance,  acknowledgment  or other document contains
     terms  inconsistent  with  the  Purchase  Agreement   (including,   without
     limitation,  these Terms & Conditions),  the other party shall be deemed to
     have objected to such inconsistent  terms and they shall not become part of
     the Purchase Order,  whether or not material,  unless the other party shall
     expressly  agree  to  such  terms  in  writing.   TIMET's  commencement  of
     performance  shall  be  deemed  to  represent  TIMET's  acceptance  of such
     Purchase  Order,  but  only to the  extent  consistent  with  the  Purchase
     Agreement.

2.4  Purchaser and TIMET shall agree in writing upon the scheduled delivery date
     for any TIMET Titanium Product.

2.5  Title to and risk of any loss of, or damage  to,  TIMET  Titanium  Products
     shall pass from TIMET to Purchaser  upon  delivery in  accordance  with the
     terms of delivery set forth in Section 3.7 of the Common Terms,  except for
     loss or  damage  thereto  resulting  from  TIMET's  negligence  or  willful
     misconduct.  Passage of title on delivery does not constitute acceptance of
     such TIMET Titanium Product by Purchaser.


3.   Inspection, Rejection and Acceptance.

3.1  Except  for  non-conforming  Goods  that have been  approved  in writing by
     Purchaser,  TIMET shall tender to Purchaser for acceptance  only Goods that
     have been  inspected in accordance  with the  Specifications  and have been
     found by TIMET to be in  conformity  with the  Specifications  and with the
     other requirements of the Purchase Order.

3.2  Notwithstanding  (a) prior  inspection,  (b) payment for, or (c) use of the
     Goods  covered by the  Purchase  Order,  Purchaser  shall have the right to
     reject any of such Goods which do not conform with the warranties contained
     in Section 4.1 of these Terms & Conditions. Such right shall be exercisable
     until  the  later of (i)  Purchaser's  commencement  of use of the Goods in
     manufacture  or (ii) the time  during  manufacture  when  Purchaser  should
     reasonably have discovered  such  non-conformity.  Rejected Goods shall not
     again be tendered for acceptance  without  disclosure of former rejections.
     Should Purchaser  elect,  with TIMET's written  concurrence,  to repair the
     non-conforming  Goods, all terms and conditions of the Purchase Order shall
     remain in full force and effect as to the Goods  furnished by TIMET.  Prior
     inspection or test, payment for, or use of the Goods does not relieve TIMET
     from any  responsibility  regarding any failure to meet the requirements of
     Section 4.1 of these Terms &  Conditions  that may be  discovered  prior to
     acceptance.

                         Schedule 3--Terms & Conditions
                                     Page 3


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

4.   Warranty.

4.1  With respect to each TIMET Titanium Product delivered by TIMET to Purchaser
     (or at its direction, to another), TIMET warrants to Purchaser that [ * ]

4.2  [ * ]

4.3  [ * ]

4.4  [ * ]





                         Schedule 3--Terms & Conditions
                                     Page 4


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


5.   Remedies.

5.1  Purchaser shall have the following remedies:

     [ * ]


5.2  [ * ]

5.3  EXCEPT AS EXPRESSLY  PROVIDED IN SECTION 4.3 OF THE COMMON TERMS AND EXCEPT
     IN THE CASE OF  CLAIMS  FOR DEATH OR  PERSONAL  INJURY  CAUSED  BY  TIMET'S
     NEGLIGENCE  (WITHIN THE MEANING OF THE UNFAIR  CONTRACT TERMS ACT 1977), IN
     NO EVENT SHALL TIMET OR  PURCHASER  BE LIABLE TO THE OTHER  PURSUANT TO ANY
     PURCHASE  ORDER OR THESE TERMS &  CONDITIONS  UNDER ANY THEORY OF LIABILITY
     FOR ANY  FORM OF  CONSEQUENTIAL  OR  PUNITIVE  DAMAGES,  INCLUDING  WITHOUT
     LIMITATION, ANY DAMAGES FOR LOSS OF PROFITS OR LOSS OF USE.


6.   Changes.

6.1  Purchaser  may,  at any time,  unilaterally,  by written  directive  from a
     representative  of Purchaser,  make changes within the general scope of the
     Purchase Order,  including,  but not limited to, changes to any one or more
     of the  following:  (a)  shipping  or  packing  instructions,  (b) place or
     schedule  of delivery  (subject  to the Common  Terms and to Section 8.1 of
     these Terms & Conditions  regarding  postponements  of  delivery),  (c) the
     method or manner of performance  of the work,  and (d)  Purchaser-furnished
     property,  facilities,  equipment,  materials,  or  services.  TIMET  shall
     perform any such changes directed by Purchaser.

6.2  Subject to Section 6.3 of these  Terms &  Conditions,  if any change  under
     this  clause  causes an  increase  or  decrease  in the cost of or the time
     required for performance, an Equitable Adjustment shall be made in price or
     delivery  schedule or both in  accordance  with Article 11 of these Terms &
     Conditions,  and the Purchase  Order shall be deemed to have been  modified
     accordingly.

6.3  Notwithstanding  the  pendency  of any  claim for an  Equitable  Adjustment
     submitted by TIMET under these Terms & Conditions,  TIMET shall  diligently
     proceed  with  the  performance  of the  Purchase  Order,  as  directed  by
     Purchaser,  and nothing in these Terms &  Conditions  shall be construed as
     relieving  TIMET  of  its  obligations  so to  perform,  including  without
     limitation the failure of the parties to agree upon TIMET's entitlement to,
     or the amount or nature of, any such Equitable Adjustment.


                         Schedule 3--Terms & Conditions
                                     Page 5


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

7.   FORCE MAJEURE. TIMET shall not be charged with any liability for failure or
     delay in making  deliveries  of Goods when such  failure or delay is due to
     Force Majeure; provided, however, that TIMET shall give to Purchaser prompt
     notice in writing  when it appears  that such Force  Majeure will result in
     failure or delay in making  deliveries  under the  Purchase  Order.  In the
     event  of any  such  Force  Majeure  that  continues  for  more  than [ * ]
     Purchaser  shall have the right,  at its option and without being under any
     liability to TIMET,  to cancel by notice in writing to TIMET the portion or
     portions of the  Purchase  Order so  affected.  Correspondingly,  Purchaser
     shall be excused  for  failure  or delay in  performance  in these  Terms &
     Conditions due to any Force Majeure;  provided,  however, that cancellation
     of any Purchase  Order by Purchaser due to  cancellation  of its order from
     its customer  shall (in the absence of default by TIMET) be governed by the
     provisions  of Article 10 of these  Terms &  Conditions  ("Termination  for
     Convenience").


8.   Stop-Work DIRECTIVE.

8.1  Purchaser  may, at any time,  by written  stop-work  directive  to TIMET (a
     "Stop-Work Directive"),  require TIMET to stop all, or any part of the work
     called  for by the  Purchase  Order  for a period  of up to [ * ] after the
     stop-work  directive is delivered to TIMET,  and for any further  period to
     which the parties may agree in writing.  The stop-work  directive  shall be
     specifically  identified as a stop-work directive issued under this Section
     8.1.  Upon  receipt of the  stop-work  directive,  TIMET shall  immediately
     comply  with its  terms  and  take all  reasonable  steps to  minimize  the
     incurance of costs  allocable  to the work  covered by the  Purchase  Order
     during the period of work stoppage. Within a period of [ * ] (or the actual
     period of the stop-work directive,  whichever is shorter) after a stop-work
     directive is delivered to TIMET,  or within any extension of that period to
     which the parties shall have agreed,  Purchaser  shall by written notice to
     TIMET either (a) cancel the  stop-work  directive or (b) terminate the work
     covered by the Purchase  Order as provided in Article 9  ("Termination  for
     Default") or Article 10 ("Termination for Convenience") each of these Terms
     &  Conditions.  Unless  Purchaser has taken one of such actions in the time
     provided, TIMET will be entitled to treat the Purchase Order as having been
     terminated for convenience under Article 10 of these Terms & Conditions.

8.2  If a  stop-work  directive  issued  under  Section  8.1 of  these  Terms  &
     Conditions  is canceled  or the period of the  stop-work  directive  or any
     extension  thereof  expires,   TIMET  shall  resume  work.  The  applicable
     scheduled  delivery date under the relevant  Purchase Order shall be deemed
     to have  been  extended  by the  number of days  elapsing  from the date of
     TIMET's receipt of the stop-work directive until the date of its receipt of
     notice of  cancellation of the stop-work  directive,  plus ten (10) days to
     allow for the  material  to be worked  back  into the  existing  production
     schedule in an orderly fashion.


9.   Termination for Default.

                         Schedule 3--Terms & Conditions
                                     Page 6


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


9.1  A Purchase  Order may be  terminated,  in whole or in part, in the event of
     any  termination of the Purchase  Agreement  pursuant to Section 5.2 of the
     Common Terms, but only by the party terminating the Purchase Agreement.

9.2  In addition,  Purchaser  may by written  notice  terminate the whole or any
     part of an  individual  Purchase  Order  if  TIMET  fails  to  perform  any
     provision of such Purchase Order in any material respect and TIMET does not
     cure such failure to Purchaser's reasonable satisfaction within a period of
     thirty (30) days after  receipt of notice from  Purchaser  specifying  such
     failure.

9.3  In the event Purchaser terminates the Purchase Order in whole or in part as
     provided in Section 9.2 of these Terms & Conditions,  Purchaser  may, after
     reasonable  notice  to  TIMET  giving  TIMET  the  opportunity  to  procure
     replacement Goods on Purchaser's  behalf,  procure,  upon such terms and in
     such manner as Purchaser  may deem  appropriate,  Goods similar to those so
     terminated,  and  TIMET  shall be liable to  Purchaser  for the  reasonable
     excess costs for such  similar  Goods (not to exceed [ * ] of the price for
     such Goods under the Purchase Order);  provided,  however, that TIMET shall
     continue  the  performance  of this  contract to the extent not  terminated
     under the provisions of this clause.

9.4  Except with respect to defaults of vendors or  subcontractors,  TIMET shall
     not be liable for any excess  costs if the failure to perform the  Purchase
     Order arises out of any Force Majeure.  If the failure to perform is caused
     by the default of a vendor or  subcontractor  to TIMET, and if such default
     arises out of causes beyond the  reasonable  control of TIMET,  and without
     the fault or negligence of TIMET,  TIMET shall not be liable for any excess
     costs for failure to perform unless the Goods to be furnished by the vendor
     or subcontractor were obtainable from other sources.

9.5  If a Purchase  Order is  terminated  under this  Article 9,  Purchaser,  in
     addition to any other rights provided in this section, may require TIMET to
     transfer  title and  deliver to  Purchaser  in the manner and to the extent
     directed by  Purchaser  (i) any  completed  Goods,  and (ii) any  partially
     completed  Goods and  materials,  parts,  components,  tools,  dies,  jigs,
     fixtures,  plans, drawings,  information,  and contract rights (hereinafter
     called  "contract   materials")  as  TIMET  has  specifically  produced  or
     specifically  acquired for the  performance  of such part of such  Purchase
     Order as has been  terminated.  TIMET shall upon  direction  of  Purchaser,
     protect and preserve property in the possession of TIMET in which Purchaser
     has an interest.  Payment for completed  Goods delivered or rendered to and
     accepted by Purchaser, and for the protection and preservation of property,
     shall be as set forth in Article 11 of these Terms & Conditions.

9.6  If, after Notice of  Termination of the Purchase Order under this Article 9
     it is determined for any reason that TIMET was not in default,  or that the
     default was excusable,  the rights and  obligations of the parties shall be
     the same as if the  Notice  of  Termination  had been  issued  pursuant  to
     Article  10  of  these  Terms  &  Conditions   entitled   "Termination  for
     Convenience."

9.7  As used in this Article 9, the terms  "subcontractor" and  "subcontractors"
     mean subcontractor(s) at any tier and the terms "vendor" and "vendors" mean
     vendor(s) at any tier.

                         Schedule 3--Terms & Conditions
                                     Page 7


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


10.  Termination for Convenience.

10.1 The  performance  of work under the Purchase  Order may be  terminated,  in
     whole or from time to time in part,  by Purchaser in  accordance  with this
     Article 10.  Termination  of work under these Terms &  Conditions  shall be
     effected by delivery to TIMET of a written notice of  termination  ("Notice
     of Termination")  specifying the extent to which  performance of work under
     the Purchase Order is terminated  and the date upon which such  termination
     becomes effective.

10.2 After receipt of a Notice of Termination  and except as otherwise  directed
     by Purchaser, TIMET shall:

     (a)  stop  work  under  the  Purchase  Order on the date and to the  extent
          specified in the Notice of Termination;

     (b)  place no further subcontracts for materials,  services,  or facilities
          except as may be necessary for completion of such portions of the work
          under the Purchase Order as may not be terminated;

     (c)  terminate all outstanding  subcontracts to the extent that they relate
          to  the   performance  of  any  work   terminated  by  the  Notice  of
          Termination;

     (d)  assign to  Purchaser,  in the  manner,  and to the extent  directed by
          Purchaser  all of the right,  title and  interest  of TIMET  under the
          subcontracts so terminated;

     (e)  settle all  outstanding  liabilities and all claims arising out of the
          termination  of  such   subcontracts,   subject  to  the  approval  or
          ratification of Purchaser to the extent it may require, which approval
          or  ratification  shall  be final  for all  purposes  of this  Section
          10.2(e);

     (f)  transfer  title and deliver in the manner,  to the extent,  and at the
          times directed by Purchaser (1) the fabricated or unfabricated  parts,
          work in process, completed work, Goods, and other material produced as
          a part of, or acquired in connection with the performance of, the work
          terminated  by the Notice of  Termination,  and (2) the  completed  or
          partially completed plans, drawings,  information,  and other property
          which, if the Purchase Order had been completed,  would be required to
          be furnished to Purchaser;

     (g)  use its commercially  reasonable efforts to sell in the manner, to the
          extent, at the time, and at the price or prices directed or authorized
          by  Purchaser,  any  property  of


                         Schedule 3--Terms & Conditions
                                     Page 8


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>

          the types referred to in (f) above; provided,  however, that TIMET (1)
          shall not be required to extend  credit to any  purchaser  of any such
          property and (2) may acquire any such  property  under the  conditions
          prescribed  by and at a price or prices  approved  by  Purchaser;  and
          provided further that the proceeds of any such transfer or disposition
          shall be applied in  reduction of any payments to be made by Purchaser
          to TIMET under the  Purchase  Order or shall  otherwise be credited to
          the price or cost of the work covered by the Purchase Order or paid in
          such other manner as Purchaser may direct;


     (h)  complete  performance  of such part of the work as shall not have been
          terminated by the Notice of Termination; and

     (i)  take such action as may be necessary  or as  Purchaser  may direct for
          protection and  preservation  of the property  related to the Purchase
          Order which is in the  possession  of TIMET and in which  Purchaser or
          Purchaser's customer has or may acquire an interest.

10.3 Upon any such  termination  pursuant to this Article 10, Purchaser shall be
     liable to TIMET  for an  Equitable  Termination  Settlement  as  determined
     pursuant to Article 11.2 of these Terms & Conditions.


11.  Equitable Adjustments/Settlements.

11.1 In the case of changes made by Purchaser  in  accordance  with Article 6 of
     these Terms & Conditions, an "Equitable Adjustment" in price shall mean the
     following:

     (a)  for changes that increase TIMET's cost of performance,  an increase in
          the price of the  Purchase  Order in an amount  intended to  reimburse
          TIMET for all costs reasonably  incurred or to be incurred by TIMET as
          a result of the change,  such costs to be determined on a [ * ] basis;
          and

     (b)  for changes that decrease  TIMET's cost of performance,  a decrease in
          the price of the Purchase Order in an amount that reasonably  reflects
          the  reduction  in costs that have not been or will not be incurred by
          TIMET as a result of the change,  such costs to be determined on a [ *
          ] basis.

11.2 In the case of a  termination  for  convenience  by Purchaser in accordance
     with  Article 10 of these Terms &  Conditions,  an  "Equitable  Termination
     Settlement" shall be equal to the sum of:

     (a)  the price,  appropriately  adjusted for any saving of freight or other
          charges,  for all completed Goods covered by the Notice of Termination
          (whether  or not  accepted by  Purchaser)  and for which TIMET has not
          theretofore been paid, and

                         Schedule 3--Terms & Conditions
                                     Page 9


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


     (b)  for  partially  completed  Goods,  the  reasonable  [ * ] of all  work
          performed  by  TIMET  prior to the  effective  date of the  Notice  of
          Termination  with  respect  to the  Goods  covered  by the  Notice  of
          Termination,  including,  but not limited to, all  reasonable  amounts
          paid or payable by TIMET to any vendor or  subcontractor on account of
          work  performed   prior  to  the  effective  date  of  the  Notice  of
          Termination  for  materials  delivered  or to be delivered or services
          furnished or to be furnished by such vendor or  subcontractor,  to the
          extent such  materials or services  supplied or to be supplied by such
          vendor or  subcontractor  were  necessary for work being  performed by
          TIMET on Goods subject to the Notice of Termination;

     (c)  the reasonable cost to TIMET  (excluding any amounts covered under (a)
          above) of settling and paying claims arising out of the termination of
          work,  as  provided in Section  11.2(b) of these  Terms &  Conditions,
          under subcontracts;  provided,  however, that in the event of disputes
          between TIMET and its vendors or subcontractors,  TIMET must tender to
          Purchaser the  opportunity to defend actual or threatened  litigation;
          and

     (d)  the  reasonable  costs of  settlement,  including  accounting,  legal,
          clerical,  and other expenses reasonably necessary for the preparation
          of  settlement   claims  and  supporting  data  with  respect  to  the
          terminated  portion  of the  Purchase  Order  (excluding  any  amounts
          covered by (a), (b) or (c) above).

          From which sum shall be deducted:

     (e)  all payments  made prior to the Notice of  Termination,  including all
          unliquidated  advance or other payments made by Purchaser with respect
          to the cancelled portion of such Purchase Order; and

     (f)  the agreed value for any titanium or other material retained by TIMET,
          the value of which has been included in amounts determined pursuant to
          clauses (a) and (b) above.

          In no event  shall the amount due under this  Section  11.2 exceed the
          contracted  purchase  price for such Goods (as adjusted in  accordance
          with Section 11.1 of these Terms & Conditions for any changes prior to
          such Notice of Termination).

11.3 In the case of an Equitable Adjustment in price pursuant to Section 11.1 of
     these Terms & Conditions or an Equitable Termination Settlement pursuant to
     Section 11.2 of these Terms & Conditions, TIMET will provide Purchaser with
     its  determination  of the amount  owing by Purchaser  in  accordance  with
     Sections 11.1 or 11.2 of these Terms & Conditions, as appropriate, together
     with  reasonable  supporting  documentation.  Such  determination  will  be
     provided promptly,  but in any event no later than one hundred twenty (120)
     days from the date of  TIMET's  receipt of the  change  giving  rise to the
     Equitable  Adjustment in price under Article 6 or the Notice of Termination
     pursuant to Section 10.1 of these Terms &  Conditions;  provided,  however,
     that TIMET shall be entitled to one extension of an  additional  sixty (60)
     days by written notice to Purchaser.

                         Schedule 3--Terms & Conditions
                                     Page 10


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


11.4 Purchaser  shall  have  forty-five  (45) days from the date of  Purchaser's
     receipt of TIMET's  determination  to decide whether it agrees or disagrees
     with  such  determination;  provided,  however,  that  Purchaser  shall  be
     entitled  to one  extension  of an  additional  thirty (30) days by written
     notice to TIMET.

11.5 If  Purchaser  agrees  with  TIMET's  determination  of the  amount  of the
     Equitable Adjustment in price or Equitable Termination Settlement,  it will
     pay such  amount to TIMET  within  the  determination  period  set forth in
     Section  11.4 of these  Terms &  Conditions.  In the  event of a  deductive
     change to which the parties  agree,  the  contract  price shall be modified
     accordingly  within the  determination  period set forth in Section 11.4 of
     these Terms & Conditions.

11.6 In the event  Purchaser  disagrees  with TIMET's  determination,  Purchaser
     shall provide a written  notice  ("Notice of  Disagreement")  to TIMET that
     shall set forth the bases for such  disagreement  within the  determination
     period  set  forth in  Section  11.4 of these  Terms &  Conditions  and the
     parties shall negotiate in good faith to resolve their differences.

11.7 If a  complete  resolution  is not  reached  as a result of such good faith
     negotiations  within ninety (90) days of the date of TIMET's receipt of the
     Notice of Disagreement, each party reserves all of its rights thereafter to
     obtain a judicial  resolution  in  accordance  with the other  terms of the
     Purchase Agreement.

11.8 TIMET shall  invoice R-R for all amounts  agreed or  determined to be owing
     pursuant to this  Article 11 of these  Terms &  Conditions,  together  with
     interest  thereon at the rate of interest  reflected as the "prime rate" in
     The Wall Street Journal on the date of any such agreement or determination,
     calculated  from the date of the Notice of  Disagreement to the due date of
     the invoice, and such invoices will be payable by R-R [ * ].

11.9 In the case of changes made by Purchaser  in  accordance  with Article 6 of
     these Terms & Conditions,  an "Equitable Adjustment in delivery date" shall
     mean  an  extension  of  time  beyond  the  then-scheduled   delivery  date
     reasonably necessary for TIMET to accommodate the directed changes,  taking
     into  account  the nature of the  change,  the state of  completion  of the
     Purchase  Order at the time the change is  received,  the  availability  of
     necessary raw materials, goods and labor, and the like.

12.  Assignment and Setoff.

12.1 Upon written  notice to TIMET,  Purchaser may assign the Purchase  Order or
     any interest there under, without recourse,  to any subsidiary or affiliate
     of Purchaser, and TIMET hereby consents to any such assignment.

                         Schedule 3--Terms & Conditions
                                     Page 11

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


12.2 Except  as  provided  in  Section  7.3 of the  Common  Terms in the case of
     assignment to a successor,  performance  of the Purchase Order shall not be
     assigned by TIMET in whole or in part without the prior written  consent of
     Purchaser. Any prohibited assignment by TIMET shall be null and void.

12.3 Except  as  provided  in  Section  7.3 of the  Common  Terms in the case of
     assignment  to a successor,  claims for money due or to become due to TIMET
     from Purchaser  arising out of the Purchase  Agreement may not be assigned,
     unless such  assignment is made to one assignee only and covers all amounts
     payable under the Purchase Agreement and not already paid.  Purchaser shall
     be under no  obligation  to pay such  assignee  unless and until  Purchaser
     shall  have  received  written  notice  of the  assignment  from  TIMET,  a
     certified copy of the instrument of  assignment,  and suitable  documentary
     evidence of TIMET's authority to so assign. However, any payments made to a
     third party subsequent to Purchaser's receipt of notice that any claims for
     money due or to become due under the Purchase  Agreement have been assigned
     or should be paid thereto shall fulfill  Purchaser's  requirements  to make
     any such payments under the Purchase Agreement.


13.  Materials, Tooling and Equipment.

13.1 All materials,  tooling and equipment that Purchaser is required to furnish
     to TIMET under the  provisions of the Purchase  Order shall be delivered in
     sufficient  time to enable TIMET to meet its delivery  schedule.  Purchaser
     shall have no  liability to TIMET by reason of any delay in delivery of, or
     failure  to  deliver,  such  materials,  tooling  and  equipment.  If  such
     materials,  tooling and  equipment are not delivered to TIMET in sufficient
     time,  any resultant  delay of TIMET in  delivering  to Purchaser  shall be
     excusable to the extent and for the period of such delay by Purchaser.

13.2 Title to any  materials,  tooling or  equipment  furnished  by Purchaser to
     TIMET (other than any revert  material  sold by  Purchaser  or  Purchaser's
     customer to TIMET) shall remain in Purchaser or Purchaser's customer as the
     case may be.

13.3 TIMET shall maintain in good  condition and repair  (ordinary wear and tear
     excepted) all such materials, tooling and equipment of Purchaser that is in
     TIMET's possession and under its control.


14.  Infringement Indemnity.

14.1 TIMET shall be liable for and shall  indemnify,  defend and save  Purchaser
     and each  subsequent  Purchaser or user thereof,  harmless from, any claim,
     suit,  action,  award  (including,  without  limitation,  award  based upon
     intentional  infringement  of  patents  known  to TIMET at the time of such
     infringement,  exceeding  actual damages and/or  including  attorneys' fees
     and/or costs), liability, damage, attorneys' fees, and costs related to


                         Schedule 3--Terms & Conditions
                                     Page 12


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


     the  alleged  infringement  of any United  States or  foreign  intellectual
     property  right through the  manufacture,  use or sale of the Goods sold by
     TIMET to  Purchaser  under  these  Terms &  Conditions  (including  without
     limitation,  any  right  in  a  patent,  copyright,  industrial  design  or
     semiconductor  mask work, or based on  misappropriation  or wrongful use of
     information  or  documents).  For purposes of this Section  14.1,  the term
     "Purchaser"  means Purchaser and all of its subsidiaries and the respective
     officers, agents, and employees of each.

14.2 Section  14.1 of these Terms &  Conditions  shall not apply in the case of,
     and Purchaser shall  indemnify,  defend,  and save TIMET harmless from, any
     claim, suit, action, award (including without limitation,  award based upon
     intentional  infringement of patents known to Purchaser at the time of such
     infringement,  exceeding  actual damages and/or  including  attorneys' fees
     and/or costs), liability, damage, attorneys' fees, and costs related to the
     actual or alleged infringement of any United States or foreign intellectual
     property  right  (including  without  limitation,  any  right in a  patent,
     copyright,  industrial  design  or  semiconductor  mask  work,  or based on
     misappropriation  or wrongful use of  information  or documents)  when such
     infringement arises from:

     (a)  TIMET's  compliance  with formal  Specifications  issued by  Purchaser
          (other than industry-standard specification, such as those promulgated
          by AMS, ASTM, or the like); or

     (b)  the use or sale of Goods by Purchaser in combination  with other goods
          when such infringement would not have occurred but for the combination
          with such other goods.

          For purposes of this Section  14.2,  the term  "TIMET"  shall  include
          Titanium  Metals  Corporation  and  all of its  subsidiaries  and  the
          respective officers, agents, and employees of each.

14.3 The party  against whom such  infringement  claim is made,  or such suit or
     action is made, or such suit or action is commenced,  shall promptly notify
     the other  party in writing.  The party  required  to  indemnify  under the
     provisions of this Article 14 shall promptly assume and diligently  conduct
     the  entire  defense  of such  alleged  infringement  at its  own  expense,
     provided  that such party  receives  prompt  written  notice of such claim,
     suit,  or action as such is commenced  against the other party.  Insofar as
     its interests are affected the other party shall have the right, at its own
     expense and without releasing any obligation,  liability, or undertaking of
     the party required to indemnify,  to cooperate in the defense of such claim
     and, with any necessary  permission of the court,  to intervene in any such
     suit or action.

14.4 Notwithstanding  any of the other  provisions of this Article 14, Purchaser
     shall have the further right,  at its own election,  to supersede  TIMET in
     the defense of any alleged infringement under Section 14.1 of these Terms &
     Conditions  and  thereafter  to assume and  conduct the same  according  to
     Purchaser's sole discretion, in which even TIMET shall be released from any
     obligation arising from such infringement  claim, suit or action under this


                         Schedule 3--Terms & Conditions
                                     Page 13


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>


     infringement indemnity clause. In such case, TIMET, if requested in writing
     by Purchaser,  shall cooperate with Purchaser in Purchaser's defense of any
     alleged infringement claim.


15.  Compliance With Laws. In the performance of the Purchase Order, TIMET shall
     comply  with all  applicable  federal,  state and local  laws,  ordinances,
     rules, regulations, and ordinances.


16.  Duty to Proceed.  Except as otherwise  expressly  provided in these Terms &
     Conditions or the Purchase Agreement, or as expressly authorized in writing
     by  Purchaser,  no failure of TIMET and  Purchaser  to reach any  agreement
     provided  for by the terms of the  Purchase  Order shall  excuse TIMET from
     proceeding diligently with the performance of the Purchase Order.


17.  Partial Invalidity.  If in any instance any provision of the Purchase Order
     shall be determined  to be invalid or  unenforceable  under any  applicable
     law, such  provision  shall not apply in such  instance,  but the remaining
     provisions shall be given effect in accordance with their terms.


18.  Waiver.  A party's  failure to insist on performance of any of the terms or
     conditions  in  these  Terms &  Conditions  or to  exercise  any  right  or
     privilege or the waiver of any breach  under these Terms & Conditions  by a
     party shall not thereafter waive any such terms, conditions,  or privileges
     or any other  terms,  conditions,  or  privileges,  whether  of the same or
     similar type.


19.  Applicable  Law.  The  Purchase  Order  shall  be  governed  by the laws of
     England.


20.  Captions.   Captions,  as  used  in  these  Terms  &  Conditions,  are  for
     convenience  of reference only  and shall not be construed to limit
     or extend the language of the provisions to which such captions may refer.

                         Schedule 3--Terms & Conditions
                                     Page 14


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.

<PAGE>





                                                                      SCHEDULE 4
                                                                 to Common Terms

                                                                    CONFIDENTIAL




                        QUALITY RELATED DEFAULT

--------------------------------------------------------------------------------
Timetal Grade    MSRR        Product          HISTORICAL MANUFACTURING LOCATION
                           Description
--------------------------------------------------------------------------------
    [ * ]        [ * ]        [ * ]                         [ * ]
--------------------------------------------------------------------------------








                      Schedule 4 - Quality Related Default
                                     Page 1

* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.

<PAGE>

                                                                       EXHIBIT B
                                                    to Purchase & Sale Agreement


[ * ]









                   Exhibit B - R-R Preferred Titanium Products
                                     Page 1



* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.
<PAGE>




[ * ]





                   Exhibit B - R-R Preferred Titanium Products
                                     Page 2


* Certain information, indicated by [ * ], has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to such omitted portions.