Exhibit 10.23

                                Documentation Risk Department
                                Wholesale & International
                                Lloyds TSB Bank plc   Direct Line: 020 7356 1459
                                71 Lombard Street     Switchboard: 020 7626 1500
                                London                Facsimile:   020 7356 1205
                                EC3P 3BS

                                              Reference:     DAU-D/DMYS/ILTK0421
                                              Lge Corp TimetUK1202

The Directors                                                 20th December 2002
Timet UK Limited
PO Box 704
Witton
Birmingham
West Midlands
B6 7UR


DRAFT

Dear Sirs,

(pound)22,500,000 LOAN AND OVERDRAFT FACILITIES

We,  Lloyds TSB Bank plc (the "Bank"),  are pleased to offer the  undermentioned
facilities  (the  "Facilities")  amounting  in  aggregate  to  (pound)22,500,000
(twenty two million,  five hundred thousand pounds sterling) to Timet UK Limited
(company registered number 530589 and herein referred to as the "Borrower") upon
and subject to the terms and conditions of this letter:

(a)  a sterling and Optional  Currency  revolving loan facility linked to London
     interbank offered rate (the "LIBOR Facility"); and

(b)  a  sterling  and  Optional  Currency  overdraft  facility  (the  "Overdraft
     Facility").

1.   Definitions

"Acceptance  Date" means the date of the signed acceptance of this letter by the
Borrower.

"Associated Costs Rate" means an amount which the Bank shall determine from time
to time to be  necessary  to  compensate  the Bank for the cost or loss to it of
complying with any liquidity, monetary control, or prudential requirements or of
any  other  charge  existing  from  time  to time of the  Bank of  England,  the
Financial  Services  Authority or any other  regulatory  authority to the extent
that these  relate to the amount of the drawing or the  liabilities  incurred to
fund the drawing.

"Business  Day" means a day other than a Saturday or a Sunday on which banks and
foreign  exchange  markets  are open for  general  business in London and (a) in
relation to a transaction  involving an Optional Currency other than the euro, a
day on which banks and foreign exchange markets are open for general business in
the  principal  financial  centre (as  determined  by the Bank) of that Optional
Currency,  and (b) in the case of a  transaction  involving  the euro,  a day on
which the  Trans-European  Automated  Real-time Gross Settlement  Express System
("TARGET") is operating.

"Commitment Termination Date" means the date which is one year after the date of
this  letter or such later date as may from time to time be agreed  pursuant  to
clause 2.5 hereof.

"Consolidated  Net Worth"  means at any  particular  time the  aggregate  of the
amount paid up on the issued share capital of the Borrower and the  consolidated
distributable and non-distributable  reserves of the Borrower and its Subsidiary
Undertakings  but (a) after  deducting  the total of any debit balance on profit
and loss account and the book value of any intangible  assets  including but not
limited to goodwill,  and (b)  excluding  any minority  interests in  Subsidiary
Undertakings and any increase in the valuation of assets  subsequent to the date
of the Financial Statement.

<PAGE>

                                        2

"Current  Account" means the sterling  current  account of the Borrower with the
Bank's Colmore Row Branch  (numbered 300003 01051103) or any account opened with
the Bank in replacement of or in substitution for such account.

"Dollars"  means the lawful  currency  of the United  States of America  and, in
relation to all payments and transfers of funds to be made hereunder in Dollars,
such  funds as are  customary  on the date  payment  is made for  settlement  of
international banking transactions through the New York Clearing House Interbank
Payments  System (or such other  Dollar funds as may be specified by the Bank to
the Borrower in writing).

"Equivalent  Amount" means the sterling  equivalent of the relevant amount of an
Optional  Currency,  as conclusively  determined by the Bank on the basis of its
spot buying rate for such Optional Currency against sterling at or about 10 a.m.
2 Business Days prior to the day such calculation falls to be made.

"Event of Default" means an event described in Clause 10.1 hereof.

"Expiry Date" means the date which is 3 years after the date of this letter.

"Facility  Limit" means  (pound)22,500,000  subject to any cancellation or other
reduction  thereof within the terms of this letter and less any amount from time
to time outstanding under the Old Facilities.

"Financial  Statement"  means at any  particular  time the then  latest  audited
consolidated  balance  sheet and profit and loss account  (each  prepared on the
same basis and in  accordance  with the same  accounting  principles  unless the
change in principle was mandated by the accounting profession as the latest such
balance sheet and profit and loss account received by the Bank prior to the date
of this letter) of the Borrower and its  Subsidiary  Undertakings  together with
the notes to both.

"Interest  Period" means in respect of a drawing under the LIBOR  Facility,  the
period  for which such  drawing  is made,  being 1, 2, 3, or 6 months (or at any
time such other  period as may be agreed  between the Bank and the  Borrower for
any  particular  Interest  Period) as specified by the Borrower  pursuant to the
terms of this letter.

"Net  Borrowing"  shall without  prejudice to the generality of that  expression
include all  indebtedness  for money  borrowed and the  principal  amount of all
indebtedness,  whether  or not  then  due,  under  acceptance  credits  and hire
purchase,  instalment credit, finance leasing or similar agreements, any amounts
guaranteed but excluding  trade debts and liabilities for the payment of tax and
after deducting any freely available credit balances held by the Bank.

"Notification  Date" means in respect of any drawing hereunder in sterling or of
any Review Date from which the  Facilities or the part is to be  outstanding  in
sterling,  the date of that drawing or, as the case may be, that Review Date and
in respect of any other  drawing or any other  Review  Date,  the date falling 2
Business  Days prior to the date of that  drawing  or, as the case may be,  that
Review  Date  save  that if on any  Review  Date any  amount  outstanding  in an
Optional Currency is to be converted into sterling, the Notification Date shall,
for the purpose of  determining  the  Equivalent  Amount,  be the day which is 2
Business Days prior to that Review Date.

"Offered  Rate" means,  in relation to a drawing under the LIBOR  Facility,  the
rate  offered  to the Bank as  determined  by the Bank in the  London  interbank
market at or about 11 a.m. (or such later time as may be agreed between the Bank
and the Borrower in respect of a particular  drawing and Interest Period) on the
relevant  Notification  Date for  deposits  in the  amount and  currency  of the
drawing for the term of the relevant Interest Period.

"Old Facilities" means those facilities of up to  (pound)30,000,000  provided to
the Borrower by the Bank  pursuant to a facility  letter dated 7th February 2001
(as subsequently amended).

"Optional  Currency"  means  Dollars  and any other major  currency,  other than
sterling,  as agreed  between the Bank and the  Borrower and which in the Bank's
opinion is readily  available to the Bank at the time of any drawing as deposits
in the London  interbank  market in the amount of such drawing and in respect of
which the Bank is able to determine the applicable rate of interest  pursuant to
the terms of this letter.

"Parent" means Titanium Metals Corporation.
<PAGE>

                                        3

"Permitted Encumbrance" means:-

(a)  a lien or rights of  set-off  arising  solely  by  operation  of law in the
     ordinary   course  of  business  of  the  Borrower  or  its  UK  Subsidiary
     Undertakings  in respect of any  obligation  which is not more than 60 days
     overdue for settlement;

(b)  any encumbrance  arising out of title retention  provisions in a supplier's
     conditions of supply in respect of goods supplied to the Borrower or any of
     its UK Subsidiary  Undertakings  in the ordinary course of its business and
     trading with such supplier;

(c)  an encumbrance created by the Security;

(d)  an  encumbrance  constituted  by or pursuant  to any  finance or  operating
     lease; and

(e)  any encumbrance granted with the prior written consent of the Bank.

"Review  Date"  means any time  after  the  Commitment  Termination  Date and in
respect of any  particular  amount,  the last day of the then  current  Interest
Period applicable thereto.

"Subsidiary Undertaking" shall have the meaning ascribed to it in Section 258 of
the Companies Act 1985.

"Total  Outstandings" means at any particular time the aggregate of all sterling
drawings  and the then  Equivalent  Amount  of all  Optional  Currency  drawings
outstanding  at such time,  and the total of (or,  as the case may be, the total
Equivalent  Amount  of) all  debit  balances  then  owing to the Bank  under the
Overdraft Facility.

Words denoting the singular number only shall include the plural and vice-versa.

2.   Amount & Availability

2.1  Subject to the terms hereof the Facilities  shall remain  available  until,
     and may be drawn on any Business Day prior to, the  Commitment  Termination
     Date provided that no drawing may be effected on any  particular day if the
     amount thereof would otherwise cause the Total  Outstandings on that day to
     exceed the Facility Limit.

     If at any time the Bank shall determine that the Total Outstandings  exceed
     the Facility Limit by more than 10% then the Bank shall notify the Borrower
     in writing  that the  Facility  Limit has been  exceeded and by what amount
     (the  "Exceeding  Amount")  and the  Borrower  shall  repay to the Bank the
     Exceeding  Amount within 5 Business  Days in one or more of the  currencies
     (as the Bank and Borrower shall agree) in which drawings are outstanding at
     such time an amount equivalent to the Exceeding Amount.

2.2  The proceeds of each drawing  under the LIBOR  Facility in sterling will be
     credited to the Current Account unless prior to the date of payment of such
     proceeds  and in respect of those  particular  proceeds the Bank shall have
     received written notice from the Borrower to the contrary.  The proceeds of
     each  drawing  under the LIBOR  Facility in an Optional  Currency  shall be
     credited to such account as the Borrower shall from time to time advise the
     Bank by written notice prior to 10 a.m. on the relevant Notification Date.

     All  drawings  shall be utilised  by the  Borrower  for  general  corporate
     purposes.

2.3  All  moneys  from  time to time  outstanding  hereunder  on the  Commitment
     Termination  Date shall be repaid by the  Borrower in the currency in which
     they are  outstanding  on or before the Expiry  Date.  No  Interest  Period
     selected shall continue after the Expiry Date. Any amount of the Facilities
     undrawn on the Commitment Termination Date shall be cancelled forthwith.

2.4    The Facilities shall be in substitution for the Old Facilities. With
       effect from the date that the preconditions set out in Clause 7.1 hereof
       are completed to the Bank's satisfaction no further utilisation may be
       made of the Old Facilities and all amounts then outstanding under the Old
       Facilities shall be deemed to be outstanding hereunder, following which
       the Old Facilities shall be cancelled and the Borrower shall be released
       from obligations thereunder.

<PAGE>
                                        4

2.5  The  Borrower  may,  by  giving to the Bank not less than two weeks but not
     more than one  month's  notice in writing  expiring  on or before the first
     anniversary  of the date of this  letter,  apply to extend  the  Commitment
     Termination  Date  for a period  of one  year.  The Bank  shall be under no
     obligation  to agree to any such  request,  but if it agrees in  writing to
     such request the Commitment Termination Date shall be extended for a period
     of one  year.  The  Borrower  may  make  such  applications  prior  to each
     anniversary of date of this letter except that the  Commitment  Termination
     Date shall not be extended beyond the Expiry Date.

3.   Terms of Operation

(A)   Prior to the Commitment Termination Date:
      -----------------------------------------

3.1  The LIBOR Facility

     The Borrower may make drawings from time to time  hereunder in sterling and
     Optional  Currencies,  subject to  receipt  by the Bank of notice  from the
     Borrower  by 10 a.m.  on the  Notification  Date  therefor  specifying  the
     amount,  currency and the term of the Interest Period required.  The amount
     or Equivalent Amount of each drawing shall be at least (pound)250,000 and a
     multiple of 50,000 units of the currency of the drawing. Each drawing shall
     be in one currency  only and,  prior to the  Commitment  Termination  Date,
     shall be repaid in the currency in which it is  outstanding on the last day
     of its Interest Period.

     Each drawing shall bear  interest at the aggregate of 1.25% per annum,  the
     Offered Rate and the Associated Costs Rate. The Borrower shall pay interest
     on each  drawing in arrears in the  currency of the drawing on the last day
     of its Interest  Period and where such period exceeds 3 months at 3 monthly
     intervals from the first day thereof.

3.2  The Overdraft Facility

     The Borrower may overdraw the Current Account and/or any Optional  Currency
     account  it  maintains  with the Bank from time to time on any day prior to
     the Commitment  Termination Date. Any amount  outstanding on the Commitment
     Termination  Date will be repaid or refinanced  under the LIBOR Facility on
     that date. Any drawing may be repaid in whole or in part by the Borrower on
     any  Business  Day prior to the  Commitment  Termination  Date  subject  to
     receipt  by the Bank of notice of such  repayment  prior to 10 a.m.  on the
     date of repayment.

     Interest  will be charged in the case of  sterling,  on the  cleared  daily
     balance at 1.25% per annum over the Bank's  Base Rate from time to time and
     in the case of each Optional Currency, on the cleared daily balance thereof
     at 1% per annum over the Bank's  short term offered rate from time to time.
     Interest will be paid by the Borrower on such quarterly  dates in each year
     as the Bank may from time to time require and additionally on the date upon
     which the Overdraft Facility ceases to be available.

(B)   After the Commitment Termination Date:
      --------------------------------------

3.3  After the  Commitment  Termination  Date only the LIBOR  Facility  shall be
     available.  At any time after the Commitment  Termination Date the Borrower
     may by notice (an  "Election  Notice")  to be received by the Bank no later
     than 10.00 a.m.  on the  Notification  Date  pertaining  to any Review Date
     elect that the  relevant  drawing or any part  thereof at the expiry of the
     Current Interest Period be renewed in sterling or an Optional Currency (the
     "new currency)  other than that in which it is then  outstanding  (the "old
     currency").  Such drawing  shall be converted  into the new currency at the
     Bank's spot selling  rate for the old currency  against the new currency at
     or about 11 a.m. on the Notification Date applicable to that Review Date.

     If no such Election  Notice is received by the Bank by the  specified  time
     such drawing shall be renewed in accordance with the terms contained herein
     in the currency in which the drawing is then outstanding.

     If at any relevant time because of changes  affecting the London  interbank
     market  adequate and fair means did not exist for making any  determination
     of the interest  rate  applicable  to the Loan or the relevant part thereof

<PAGE>
                                        5

     pursuant  to this  clause  3.3 the  Bank may give  written  notice  of such
     determination to the Borrower (a "Suspension Notice").

     At any time  after  any  Suspension  Notice  has  been  given  and  until a
     substitute basis has been agreed:-

     (i)  the Bank shall be under no obligation to advance funds pursuant to any
          drawdown  notice  (whenever  given) and any such notice shall cease to
          have effect; and

     (ii) with effect from the end of each then  current  Interest  Period,  the
          rate of interest  applicable to each drawing  outstanding shall be the
          rate  conclusively  determined  by the Bank to be the aggregate of the
          Offered Rate,  1.25% per annum and the  Associated  Costs Rate and the
          cost to the Bank  (expressed as an annual  percentage)  of funding the
          Loan from other  sources  and in such manner as the bank may select If
          the  Borrower  and the Bank  fail to agree  on such  Substitute  Basis
          within  such 30 day period  then the  Borrower  may on giving not less
          than two Business Days' written notice to the Bank prepay each drawing
          without penalty

4.   Cancellation

4.1  The Borrower  may by not less than 5 Business  Days' prior  written  notice
     cancel  any part of the  Facility  Limit  which will be  unutilised  at the
     expiration  of the  said  notice  in an  amount  of  (pound)250,000  or any
     multiple  thereof.  Such notice shall specify the date of cancellation  and
     the amount by which the Facility Limit is to be reduced.

4.2  No part of the Facility Limit which has been cancelled may be re-instated.

5.   Commitment Interest

5.1  The  Borrower  shall  from  the   Acceptance   Date  until  the  Commitment
     Termination  Date (or such other date on which the Facilities are cancelled
     in full) pay to the Bank  commitment  interest  in  sterling at the rate of
     0.25% per annum on the amount by which the Facility Limit exceeds the Total
     Outstandings from day to day.

5.2  Commitment  interest  shall be  calculated  quarterly in arrears and on the
     last  day of  availability  of the  Facilities  (each  such  date  being  a
     "Calculation  Date")  and  shall be paid  within 14 days of the date of the
     Bank's claim therefor.

     For the  purposes of this clause  only the  Equivalent  Amount of a drawing
     outstanding  in an  Optional  Currency  under the LIBOR  Facility  shall be
     determined on each  Notification  Date applicable to the LIBOR Facility and
     on each  Calculation  Date and shall remain constant until the next date on
     which such a determination falls to be made and in respect of the Overdraft
     Facility  the level of  utilisation  as at any  Calculation  Date  shall be
     deemed to be the aggregate  Equivalent  Amount on that  Calculation Date of
     the average daily debit balance of each currency outstanding since the last
     Calculation Date.

6.   Additional Costs & Changes in Circumstances

6.1  If after the Acceptance  Date the  application of or introduction of or any
     change in any applicable law, regulation, requirement, directive or request
     or any change in the  interpretation  thereof by any governmental,  fiscal,
     monetary or other authority charged with the  administration  thereof or by
     any self-regulating organisation or court of competent jurisdiction (in any
     case whether or not having the force of law) shall  subject the Bank or any
     holding  company of the Bank to any tax,  duty or other charge with respect
     hereto or change the basis of taxation  on any amounts  payable to the Bank
     hereunder  (except in respect of tax on the  overall net income of the Bank
     or  any  such  holding  company)  or  impose,  modify  or  deem  applicable
     requirements  in respect of any liquid  asset,  special or other deposit or
     prudential or cash ratio or other requirements  against,  or the allocation
     by the Bank or any  holding  company of the Bank of capital in support  of,
     any assets or liabilities or contingent  liabilities  of,  deposits with or
     for the account of, or advances or  commitments  made by the Bank, and this
     shall  increase the cost (to the Bank or any such  holding  company) of the
     Bank  maintaining the Facilities or shall reduce the amount of principal or
     interest receivable by the Bank or shall otherwise reduce the return to the
     Bank  hereunder  by an amount which the Bank deems  material,  the Borrower

<PAGE>

                                        6

     shall pay to the Bank upon demand such additional  amounts as are necessary
     to compensate for such increased cost or reduction  incurred by the Bank or
     any such holding company of the Bank.

     If the  Borrower  makes any  payment to any party  under this clause 6.1 in
     respect of any tax, duty or charge as above, such party shall reimburse the
     Borrower,  following  receipt  by it of such  proportion  of any  available
     credit against,  or remission for, any tax, duty or charge as that party in
     its sole discretion shall have determined to be attributable to this letter
     and the proportion which will leave the relevant party (after reimbursement
     to the  Borrower),  in no worse position than it would have been in had the
     relevant  withholding or deduction  never been required.  This clause shall
     not impose any obligation on the Bank:

     (a)  to manage its tax or other affairs in any particular manner; or

     (b)  to claim any credit against,  or remission for, tax payable on amounts
          received by it under this letter in priority to any other tax release,
          or reliance for tax borne by it on any such amount; or

     (c)  to disclose any information concerning its tax affairs to the Borrower
          or to any other person.

     Any   reimbursement   to  the  Borrower   should  be  made  promptly  after
     certification  by the  Bank  of any  amounts  due  to  the  Borrower  which
     certification should be made as soon as practicable after any determination
     by the relevant party that such amount is so due and shall be conclusive in
     the absence of manifest error.

6.2  If at any time after the  Acceptance  Date the currency in which any amount
     outstanding  or owing in connection  with the  Facilities is denominated is
     due to be or has been converted into the euro or into any other currency as
     a  result  of a  change  in law or by  agreement  between  the Bank and the
     Borrower then:

     (a)  the Bank may in its sole  discretion  determine and shall give written
          notice (the "Notice") to the Borrower of the currency or currency unit
          in which all or any amounts  payable under or in connection  with this
          letter  shall be paid when due.  After the expiry of 7  Business  Days
          from the date of such Notice all such  payments when due shall be made
          in such currency or currency unit; and

     (b)  the Bank may by giving  not less than 21 days'  written  notice to the
          Borrower  change any of the terms  applying to the Facilities but only
          to the  extent  that the Bank  reasonably  considers  any such  change
          necessary  to take  account of  differences  in market  practice or to
          compensate  for  increases or allow for decreases in costs to the Bank
          or to any holding  company of the Bank arising from or related to such
          conversion or arising from or related to the introduction of or to the
          extension of monetary union within the European Union. Any such change
          shall  amend the terms of this  letter  upon  expiry of such period of
          notice.

6.3  All reasonable  out-of-pocket legal, valuation and other costs and expenses
     including  any stamp  and  other  duties  and  registration  fees on a full
     indemnity  basis and value  added tax  thereon  incurred by the Bank in the
     preparation  of this letter and any  guarantee or security  given  pursuant
     hereto  and  in  connection  with  the  enforcement,   administration   and
     preservation  of its rights  under the  Facilities  shall be payable by the
     Borrower on receipt of a written demand.

7.   Conditions Precedent & Security

7.1  The obligations of the Bank hereunder shall not come into effect unless and
     until it has received in form and substance satisfactory to it:

     (a)  a copy of this letter duly signed on behalf of the Borrower;

     (b)  a certified copy of the board  resolution of the Borrower  authorising
          acceptance of this letter and nominating  the person(s)  authorised to
          sign this letter on its behalf,  and the person(s)  authorised to give
          and  confirm  notices of  drawing  and other  communications  required
          hereunder, together with their duly authenticated specimen signatures;
          and
<PAGE>
                                        7

     (c)  such  evidence as the Bank shall  require to confirm that the security
          already  held by the Bank  described  in Clause  7.2 hereof is in full
          force and effect.

7.2  All amounts owing to the Bank under or pursuant to the Facilities  shall at
     all times be secured by:

     (a)  an unlimited debenture from the Borrower dated 25th February 2000;

     (b)  an unlimited all moneys  guarantee  from Timet UK Export Limited dated
          25th February 2000 in respect of the Borrower's  debts and liabilities
          to the Bank;

     (c)  an  unlimited  debenture  from  Timet UK  Export  Limited  dated  25th
          February 2000;

     (d)  an unlimited  debenture  from Timet Europe  Limited dated 30th January
          2001;

     (e)  an unlimited all moneys guarantee from Timet Europe Limited dated 30th
          January 2001 in respect of the Borrower's debts and liabilities to the
          Bank; and

     (f)  a letter of knowledge and consent from the Parent 18th February 2000,

     together the "Security".

     The Security and all other  security  held by the Bank now or in the future
     shall be continuing  security not only for the  Facilities but also for all
     other moneys  obligations and liabilities  whether certain or contingent at
     any time due owing or incurred by the Borrower or the relevant guarantor to
     the Bank.

8.   Representations & Warranties

8.1  The Borrower hereby represents and warrants to the Bank that:

     (a)  all action necessary to authorise its execution of this letter and the
          security  documents  required  pursuant to the terms of this letter to
          which the Borrower is a party and its  performance  of its  respective
          obligations  hereunder and  thereunder has been duly taken and neither
          such  execution  nor  such   performance   will  cause  any  limit  or
          restriction  on its  borrowing  or other  powers,  or on the  right or
          ability of its directors (or any of them) to exercise such powers,  to
          be exceeded or breached or will  constitute or result in any breach of
          any  agreement,  law,  requirement  or  regulation  which breach would
          reasonably  be  expected  to have a  material  adverse  effect  on the
          Borrower;

     (b)  no litigation,  administrative  or judicial  proceedings are presently
          pending  or   threatened   against   it  or  any  of  its   Subsidiary
          Undertakings,  which would  reasonably  be expected to have a material
          adverse effect on the Borrower and its Subsidiary  Undertakings  taken
          as a whole;

     (c)  there has been no material  adverse change in the financial  condition
          of it and its Subsidiary  Undertakings taken as a whole since the date
          of the most recent Financial  Statement  received by the Bank prior to
          the date of this letter; and

     (d)  no Event of Default has occurred and is continuing  which has not been
          waived.

8.2  The Borrower shall be deemed to repeat the  representations  and warranties
     set out in Clause 8.1 hereof on each  Notification  Date as if made at each
     such time with reference to the facts and circumstances then existing.

9.   Undertakings of the Borrower

From the Acceptance  Date and for as long as the Bank is under any obligation to
make the Facilities  available or for as long as any moneys or  liabilities  are
owing or incurred to the Bank hereunder the Borrower:

9.1  shall not,  and shall  procure that none of its United  Kingdom  Subsidiary
     Undertakings shall, without the prior written consent of the Bank:

     (a)  materially  adversely change the nature of its respective  business as
          now conducted;

<PAGE>
                                        8


     (b)  create or permit to subsist or arise any mortgage,  charge,  pledge or
          lien or any  other  security  interest  or  encumbrance  other  than a
          Permitted Encumbrance;

     (c)  enter  into  or  permit  to  subsist  any  transaction  in  excess  of
          (pound)250,000  which, in legal terms, is not secured indebtedness but
          which in the Bank's reasonable  opinion has an economic or a financial
          or commercial effect similar to that of secured indebtedness;

     (d)  part with, sell, transfer, lease or otherwise dispose of the whole, or
          substantially   all  of  its  or  such   United   Kingdom   Subsidiary
          Undertaking's  undertaking,  property,  revenue or assets (either by a
          single transaction or a number of transactions whether related or not)
          other than for market  value on an arm's  length  basis  (save that no
          such parting with, sale, transfer, lease or other disposal may be made
          or entered into if it would breach the terms of any security  document
          given to the Bank); or

     (e)  agree or make or have  outstanding any loan in favour of the Parent or
          have any amount owing by the Parent other than trading debts  incurred
          in the normal course of business; and

9.2  shall comply with the following financial covenants:

     (a)  the Borrower  shall ensure that the Net  Borrowing of the Borrower and
          its  Subsidiary  Undertakings  does not at any time  exceed 67% of the
          Consolidated Net Worth.

          This  covenant  will be tested  against each  Financial  Statement and
          against  each of the  Borrower's  half-yearly  unaudited  consolidated
          accounts;

     (b)  the Borrower shall at all times maintain the Consolidated Net Worth at
          not less than(pound)50,000,000.

          This  covenant  will be tested  against each  Financial  Statement and
          against  each of the  Borrower's  half-yearly  unaudited  consolidated
          accounts; and

     (c)  shall not permit the Total Outstandings to exceed the aggregate of the
          value of the Security calculated on the following basis:-
          75% of current trade debtors, plus
          50% of stock (free from lien), plus
          50% of the net book value of land, plus
          10% of the net book value of buildings and improvements, plus
          5% of the net book value of plant and machinery,
          less
          the total of any preferential creditors.

          This covenant will be tested  against each of the  Borrower's  monthly
          management accounts; and

9.3  shall supply to Lloyds TSB Corporate, Birmingham:

     (a)  as soon as  practicable  (and in any event  within  150 days after the
          close of each of its financial  years, or such longer period as may be
          agreed between the Borrower and the Bank, from time to time) copies of
          its  Financial  Statement  and the accounts of such of its  Subsidiary
          Undertakings as the Bank may from time to time reasonably  require for
          that financial year;

     (b)  as soon as practicable (and in any event within 150 days of the end of
          each of its  financial  half-years,  or such  longer  period as may be
          agreed  between  the  Borrower  and the Bank  from  time to time)  the
          unaudited  consolidated  accounts of the Borrower  for that  half-year
          certified by a director of the Borrower;

     (c)  as soon as practicable  (and in any event within 45 days of the end of
          each month or such longer period as may be agreed between the Borrower
          and the Bank, from time to time) copies of the management  accounts of
          the Borrower for such month  including  (i) an age analysis of debtors
          for the Borrower and Timet UK Export Limited,  and (ii) details of the

<PAGE>

                                        9

          outstanding  order book for the Borrower and Timet UK Export  Limited,
          such accounts to be in form,  substance and content  acceptable to the
          Bank and to be certified by a director of the Borrower; and

     (d)  as  soon  as  is  reasonably   practicable  on  request,   such  other
          information in its possession regarding the financial condition or the
          business of the Borrower or any of its Subsidiary  Undertakings as the
          Bank may reasonably require; and

9.4  shall  immediately  upon  becoming  aware of the same give the Bank written
     notice of the occurrence of any Event of Default.

10.  Events of Default

10.1 In the event that:

     (a)  the Borrower fails to pay any sum due hereunder on its due date or, if
          delayed as the result of technical or  administrative  reasons  beyond
          the control of the Borrower within 3 Business Days of the due date;

     (b)  the Borrower  defaults in the due  performance  or  observance  of any
          obligation  accepted  or  undertaking  given  by it to the Bank or any
          representation  warranty  or  statement  made  or  deemed  made by the
          Borrower  herein  or  pursuant  hereto  or in  any  of  the  documents
          constituting  the Security proves to be incorrect or misleading in any
          material  respect at the time made unless any of the foregoing are not
          rectified within 5 Business Days after written notice from the Bank to
          the Borrower;

     (c)  any other indebtedness of the Borrower becomes due or capable of being
          declared due after the expiry of any grace periods prior to the stated
          due date for payment  thereof or the Borrower  defaults in the payment
          when due of any indebtedness or defaults in paying on the due date any
          sum  payable  by  it  under  any   guarantee,   indemnity  or  similar
          undertaking given by it or steps are taken to enforce any security for
          any liability of the Borrower  present or future provided  however the
          amount of any of the foregoing exceeds (pound)250,000 in aggregate;

     (d)  an encumbrancer  takes possession or a receiver or similar official is
          appointed  of any of the assets or  undertaking  of the  Borrower or a
          petition is presented for the making of an administration order or any
          judgment made against the Borrower in excess of  (pound)250,000 is not
          paid out, stayed or discharged within 30 days;

     (e)  proceedings  are  commenced  or a  petition  is  presented  other than
          proceedings  or  petitions  which are  frivolous  or  vexatious or are
          dismissed  within  30  days  or an  order  is  made  or  an  effective
          resolution is passed for the winding up of the Borrower except for the
          purpose of a reconstruction or an amalgamation whilst solvent on terms
          previously  approved  by  the  Bank  or  the  Borrower  is or  becomes
          insolvent or stops or threatens to stop payment of its debts generally
          or is deemed  unable to pay its debts  (whether  within the meaning of
          Section 123 of the  Insolvency Act 1986 or otherwise) or the directors
          of the  Borrower  become  obliged  to  convene a meeting  pursuant  to
          Section 142 of the  Companies  Act 1985 or an  application  is made in
          connection with a proposal to creditors for a voluntary arrangement or
          the Borrower  makes or seeks to make any  arrangement  or  composition
          with its creditors (whether under Part I of the Insolvency Act 1986 or
          otherwise);

     (f)  any material  guarantee,  or other security relied upon by the Bank in
          connection  with the Facilities  ceases in any material  respect to be
          continuing  or ceases to remain in full  force and effect or notice of
          continuance  is received by the Bank or in the Bank's  opinion  acting
          reasonably  becomes  in any  material  respect in  jeopardy  or if any
          material  provision  thereof  is not  complied  with  for  any  reason
          whatsoever  within 5 Business Days after written  notice from the Bank
          to the Borrower;

     (g)  the Borrower  ceases or threatens to cease to carry on its business in
          the normal  course or fails to maintain  or  materially  breaches  any
          franchise,  licence or right  necessary  to conduct  its  business  or
          materially   breaches  any  legislation   relating  to  its  business,
          including without limitation any applicable  environmental  protection

<PAGE>
                                       10

          laws  and the  result  of any of the  foregoing  would  reasonably  be
          expected to have a material  adverse  effect on the  Borrower  and its
          Subsidiary Undertakings, taken as a whole;

     (h)  the  Borrower  ceases to be  directly  or  indirectly  a wholly  owned
          Subsidiary  Undertaking  of the Parent,  or the Parent  ceases to have
          control directly or indirectly of the Borrower  ("control"  having the
          meaning  ascribed to it in Section  840 of the Income and  Corporation
          Taxes Act 1988) or direct  voting  control of the Borrower is acquired
          by any person, or company or group of connected persons (as defined in
          Section 839 of the Income and  Corporation  Taxes Act 1988) other than
          the Parent or any other of the Parent's Subsidiary Undertakings; or

     (i)  any  of  the  above  events  mutatis  mutandis  occur  or  proceedings
          analogous or equivalent  thereto which could reasonably be expected to
          have a material  adverse  effect on the  Borrower  and its  Subsidiary
          Undertakings  taken as a whole arise in  relation  to the Parent,  any
          Subsidiary  Undertaking  of  the  Borrower  or  any  guarantor  of the
          Facilities,

     then  the Bank  shall  have the  right at any time or times  thereafter  by
     written  notice  to the  Borrower  to  declare  its  commitments  hereunder
     cancelled and/or all amounts then outstanding  hereunder payable on demand,
     whereupon such commitments  shall be so cancelled and/or such  outstandings
     shall be so payable,  and/or to declare the Facilities  immediately due and
     payable,  whereupon the Borrower shall pay to the Bank the total  principal
     amount   outstanding   hereunder  in  the  currency(ies)  in  which  it  is
     outstanding  together with accrued  interest  thereon and any other amounts
     payable hereunder.

10.2 The Bank shall have the right at the time of making  such  demand or at any
     time thereafter to convert all amounts then due and payable hereunder in an
     Optional  Currency  into  sterling at the Bank's spot selling rate for such
     Optional Currency against sterling at that time.

10.3 If any amount is not paid when due hereunder  (including under this clause)
     the Borrower shall pay to the Bank on written  demand  interest on such sum
     (whether  before or after  judgment)  at 2.25% per annum  above  either the
     Bank's Base Rate from time to time, or, if the Bank shall so determine, the
     cost to the Bank as certified by the Bank of funding such sum on the London
     interbank market for such period or consecutive  periods as the Bank in its
     sole  discretion may select,  in either  respect,  running from the date of
     such  default  to the  date of  receipt  of such  sum in full by the  Bank.
     Interest,  if unpaid,  shall be added to the sum in default on the last day
     of each such period or at 3 monthly intervals whichever is more frequent.

11.  Indemnities

11.1 The Borrower  shall  indemnify  the Bank,  without  prejudice to any of the
     Bank's other rights hereunder, against any reasonable out-of-pocket loss or
     expense as certified by the Bank acting reasonably  including out of pocket
     legal expenses  reasonably and properly  incurred on a full indemnity basis
     and loss of profit  and loss  arising  from the  funding by the Bank of the
     Facilities  which the Bank may incur or sustain as a consequence of (a) the
     occurrence  of any Event of Default or any  failure by the  Borrower to pay
     any sum demanded by the Bank as a result thereof,  (b) any repayment of any
     drawing under the LIBOR  Facility or part thereof being made otherwise than
     on the last day of an applicable Interest Period, or (c) any amount payable
     to the  Bank  hereunder  in  one  currency  being  converted  into  another
     currency, whether pursuant to any judgement or order or otherwise.

12.  Notices

12.1 All communications from the Borrower in respect of the Facilities:

     (a)  shall be irrevocable  and shall,  unless  otherwise  specified in this
          letter, be sent to the Bank at Loans Administration  Department,  Bank
          House, Wine Street,  Bristol,  BS1 2AN or to such other address as the
          Bank may notify in writing to the Borrower from time to time; and

     (b)  unless required by the terms of this letter to be a written notice (in
          which case the communication must be given by letter), may be given to
          the Bank over the  telephone  or by facsimile  transmission.  All such
          communications  shall be  confirmed by letter  within 3 Business  Days

<PAGE>
                                       11

          but,  whether  or not any  such  confirmation  is  received,  any such
          communication  received  by the  Bank  purporting  to be  given  by an
          authorised  officer of the  Borrower  and  believed  by the Bank to be
          genuine shall have the same  validity as a written  notice duly signed
          by an authorised signatory.

12.2 Any notice or demand to be given by the Bank shall be given in writing  and
     without prejudice to any other effective mode of service shall be deemed to
     have been sufficiently  served if sent to the Borrower at the address given
     above or to its registered office for the time being.

13.  Payments

13.1 All  payments  due from the  Borrower  hereunder  shall be made without any
     set-off, deduction or withholding of any nature whatsoever.

13.2 The Borrower  hereby  authorises the Bank to debit the Current Account with
     the amount of all sterling payments due to the Bank from time to time under
     the terms of this  letter  and  undertakes  to ensure  that  there  will be
     sufficient   cleared   funds   available  on  that  account  or  sufficient
     availability  under the Facility by 12 noon on any  relevant  date to cover
     all such payments falling due on that date.

13.3 Except as provided in Clause 13.2  hereof,  each sum due from the  Borrower
     hereunder  in a  currency  other  than  sterling  shall  be paid in  freely
     transferable and immediately  available same day funds to such bank account
     in the  relevant  financial  centre  as the Bank  shall  from  time to time
     require by such hour local time as may be necessary  to ensure  payment for
     value the due date.

14.  Assignment

14.1 This  letter  shall be binding  upon and shall  inure to the benefit of the
     Bank and the Borrower and their respective successors and assigns, provided
     that except as  provided  for in Clause  14.2  hereof  neither  party shall
     assign  any of its  rights or  transfer  any of its  obligations  hereunder
     without the prior written consent of the other party.  For the avoidance of
     doubt,  the Bank and the  Borrower  do not intend  that any of the terms of
     this letter  should  otherwise be  enforceable,  by virtue of the Contracts
     (Rights  of Third  Parties)  Act 1999,  by any person who is not a party to
     this letter.

14.2 The  Borrower  agrees that the Bank may at any time or times  transfer  the
     Facilities to any other office of the Bank or assign and/or transfer all or
     any  part  of  its  rights  and/or  obligations   hereunder  or  grant  any
     participation in any such rights and/or  obligations to any other member of
     the  Lloyds TSB group  which  would  have the same  withholding  tax status
     without any further  consent from the Borrower  and/or to any other bank or
     financial institution subject to (ii) below provided that:

     (a)  no transfer of the Bank's  obligations  shall be effective  until such
          time  as the  transferee  shall  have  delivered  to the  Borrower  an
          undertaking to be bound by the terms of this letter as if named as the
          lender hereunder  (following  receipt of which the Borrower shall only
          look to the  transferee  in  respect  of that  portion  of the  Bank's
          obligations assumed by the transferee); and

     (b)  unless to another member of the Lloyds TSB group, which would have the
          same  withholding  tax status no transfer of  obligations  may be made
          without the prior written consent of the Borrower, such consent not to
          be unreasonably withheld or delayed.

14.3 The Bank may disclose to a potential assignee or transferee or to any other
     bank or  financial  institution  with which the Bank is  proposing to enter
     into,  or has  entered  into,  any  agreement  pursuant to this clause such
     information  about the Borrower or its Subsidiary  Undertakings as the Bank
     shall consider  appropriate  provided  however such  potential  assignee or
     transferee  shall  have  executed  a  confidentiality   agreement  in  form
     satisfactory to the Borrower prior to any disclosure.

15.  Miscellaneous

15.1 No failure or delay on the part of the Bank to  exercise  its rights  shall
     operate as a waiver  thereof  nor shall any single  exercise or any partial
     exercise or waiver of any such right exclude any other or further  exercise
     thereof.

<PAGE>
                                       12


15.2 Except as provided for in Clause 13.2 hereof the Bank may at any time after
     the occurrence of and during the continuance of an Event of Default without
     notice to the  Borrower  apply any  moneys  standing  to the  credit of the
     Borrower on any  account  and whether  subject to notice or not and whether
     denominated in sterling or in any other currency in or towards satisfaction
     of any liabilities of the Borrower under this letter.

15.3 If the due date for any  payment  or the  last day of any  Interest  Period
     would otherwise fall on a non-Business Day, the effective date shall be the
     next succeeding Business Day.

15.4 All calculations in respect of interest (including commitment interest) due
     to the Bank under the Facilities shall be on the basis of the actual number
     of days  elapsed and a 365 day year or a 360 day year (as in the opinion of
     the Bank is market practice for the calculation of interest in the relevant
     currency).

15.5 In this letter reference to (a) any statutory  provision shall be deemed to
     mean and to include a reference to any modification or re-enactment thereof
     for the time being in force, (b) the London  interbank  offered rate or the
     Bank's Base Rate shall mean and include any rate  replacing  that rate from
     time to  time,  and  (c) the  Bank of  England  or the  Financial  Services
     Authority shall include any successor to that institution or authority.

15.6 This letter shall be governed by and construed in accordance  with the laws
     of England and Wales.

15.7 The Bank agrees to maintain in strict confidence all non-public information
     regarding  the Borrower  and its  Subsidiary  Undertakings  received by the
     Bank.

16.  Period of Offer

16.1 The  offer  of the  Facilities  is open for  acceptance  by  returning  the
     attached duplicate of this letter with the  acknowledgement  duly signed by
     authorised officers of the Borrower to be received by Lloyds TSB Corporate,
     Birmingham  not later  than one month  hence  failing  which the offer will
     lapse.

Yours faithfully,
For and on behalf of Lloyds TSB Bank plc

/s/ S. Stirling


We hereby  acknowledge  and accept the terms of your offer  dated 20th  December
2002 of which this is a duplicate and agree all the terms and conditions therein
contained.

Signed for and on behalf of Timet UK Limited



/s/ D. Roberts                          /s/ I. Hodges
*Director/Authorised Signatory/        *Director/Authorised Signatory/Secretary/



D. Roberts                              I. Hodges
Pursuant to a Resolution of the Board dated 30th December 2002

Date 30th December 2002