LOAN AND
                                PLEDGE AGREEMENT


         THIS LOAN AND PLEDGE AGREEMENT (as amended,  restated,  supplemented or
otherwise modified from time to time, this "Agreement"),  effective as of ______
__, ____,  is by and between  ______________________(the  "Borrower")  and TIMET
Colorado  Corporation,  a Colorado corporation (together with its successors and
assigns, "TCC"). TCC is a wholly owned subsidiary of Titanium Metals Corporation
("TIMET").

                                    RECITALS

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

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

         WHEREAS, in 1999, TIMET established TCC as a special purpose subsidiary
to function as a "Plan  Lender" as defined in Section  221.4(a) of  Regulation U
(12 CFR 221); and

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

         WHEREAS,  in 2001,  TIMET  modified the loan program to permit loans to
pay  withholding  taxes  owing  upon the  lapsing of  restrictions  on grants of
restricted stock made to a Borrower.

                                    COVENANTS

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

                                   ARTICLE I.
                                   DEFINITIONS
<PAGE>
         1.1      Definitions.  As used herein, and unless the context requires
a different meaning, the following terms have the meanings indicated:

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

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

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

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

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

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

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

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

         "Market  Value" means,  for TIMET Common  Stock,  the closing price for
TIMET Common Stock, as such price is quoted on the applicable market, on the day
of a trade in such stock;  and for BUCS,  "Market Value" means,  on the day of a
trade,  the average of the highest bid and lowest  asked prices made such day on
the  applicable  market on which the BUCS are then traded,  or, if not traded on
any market, the average of the highest bid and lowest asked prices made such day
with all  market  makers,  or if such  valuation  cannot be  determined  for any
reason,  the fair  value  thereof  as  otherwise  reasonably  determined  by the
Company.
<PAGE>
         "Note"  means a  secured  promissory  note  issued by the  Borrower  to
evidence   Loans  made  by  TCC  pursuant  to  the  terms  of  this   Agreement,
substantially in the form of Exhibit A attached hereto and  incorporated  herein
by this reference, and "Notes" means all of such Notes collectively.

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

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

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

                                   ARTICLE II
                            AMOUNT AND TERMS OF LOANS

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

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

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

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

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

(c) Upon prior written notice to TCC, Borrower may sell all or part of the TIMET
Stock  securing  repayment of the Loans  provided (i) no Event of Default exists
hereunder  and  (ii)  such  sale is  made  in  compliance  with  all  applicable
securities  laws.  In the  case of any such  sale,  all  outstanding  principal,
accrued and unpaid  interest and any other  amounts due under any Loan  Document
shall be due and payable in full  concurrently with the settlement of such sale.
TCC shall have the right to receive  all  proceeds  of such sale and shall apply
such  proceeds as follows:  (w) first,  to pay to all  appropriate  governmental
authorities,  any  Federal,  state,  local or other  taxes  owing by Borrower in
respect of such sale,  (x) second,  to pay all  outstanding,  accrued and unpaid
interest and any other amounts  (except  principal) due under any Loan Document,
(y) third,  to repay that  percentage of  outstanding  principal  amounts on the
Loans (in order of maturity) equal to the ratio of the Market Value of the TIMET
Stock then being sold to the Market Value of all Collateral immediately prior to
effecting such sale, and (z) fourth, any balance to Borrower.  In the event such
proceeds  are  inadequate  to repay the  amount  called for by  subsections  (w)
through (z) herein, Borrower will remit such difference to TCC concurrently with
the settlement of such sale.

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

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

                  (b) Borrower  shall have duly  executed and  delivered  proper
financing  statements (Form UCC-1 or such other financial  statements or similar
notices as shall be required by local law) fully  executed  for filing under the
UCC or other appropriate filing offices of each jurisdiction as may be necessary
or,  in the  reasonable  opinion  of TCC,  desirable  to  perfect  the  security
interests purported to be created by this Agreement;
<PAGE>
                  (c) Borrower shall have made arrangements  satisfactory to TCC
with respect to the  delivery of all  certificates  evidencing  the TIMET Stock,
including,  without  limitation,  directions to the transfer agent for, or other
entity holding, the TIMET Stock to deliver all certificates evidencing the TIMET
Stock to TCC upon  issuance  or  release  of such  certificates,  together  with
executed and undated stock powers;

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

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

                                   ARTICLE III
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

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

                  (a) All proceeds of the Loans incurred hereunder shall be used
by Borrower solely for the purpose of acquiring TIMET Stock  (including  payment
of applicable  brokerage  fees) or for paying  withholding  taxes owing upon the
lapsing of restrictions on grants of restricted stock made to Borrower.  No part
of the proceeds of any Loan will be used in violation of Regulations U or X;

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

                  (c)  Borrower  has good  title  to,  and  is  the legal and
beneficial  owne r of,  all TIMET  Stock  free and clear of all Liens other than
Liens for the benefit of TCC;
<PAGE>
                  (d)  Borrower is incurring the Loans for business and
investment  purposes  and  the Loans are not incurred primarily for a personal,
family or household purpose; and

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

         3.2 Liens.  Borrower will not create,  incur, assume or suffer to exist
or agree to create,  incur,  assume or suffer to exist any Lien in, upon or with
respect to any of Collateral.
<PAGE>
                                   ARTICLE IV
                                EVENTS OF DEFAULT

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

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

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

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

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

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

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

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

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

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

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

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

         5.4 Uncertificated Securities. Notwithstanding anything to the contrary
contained in Sections 5.1 and 5.2 hereof,  if any TIMET Stock (whether now owned
or hereafter  acquired) are uncertificated  securities,  Borrower shall promptly
notify TCC thereof,  and upon request by TCC,  shall  promptly  take all actions
required to perfect the security  interest of TCC under applicable law. Borrower
further  agrees to take such  actions as TCC deems  necessary  or  desirable  to
effect  the  foregoing  and to permit  TCC to  exercise  any of its  rights  and
remedies hereunder.
<PAGE>
         5.5 Voting.  Unless and until an Event of Default  shall have  occurred
and be continuing, Borrower shall be entitled to exercise any and all voting and
other  consensual  rights  pertaining to the  Collateral,  and to give consents,
waivers or ratifications in respect thereof, provided that no vote shall be cast
or any  consent,  waiver or  ratification  given or any action taken which would
violate or result in breach of any covenant  contained in this  Agreement or any
other Loan  Document.  All such rights of Borrower to vote and to give consents,
waivers and  ratifications  shall cease in case an Event of Default  shall occur
and be continuing, and Section 5.7 hereof shall become applicable.

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

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

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

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

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

         5.7 Remedies in Case of Events of Default.  In case an Event of Default
shall have occurred and be continuing, then and in every such case, TCC shall be
entitled to exercise all of the rights,  powers and remedies  (whether vested in
it by this Agreement,  any other Loan Document or by law) for the protection and
enforcement  of its  rights  in  respect  of the  Collateral,  and TCC  shall be
entitled to exercise all of the rights and remedies of a secured party under the
UCC and also shall be entitled,  without  limitation,  to exercise the following
rights, which Borrower hereby agrees to be commercially reasonable:
<PAGE>
                 (a) to receive all amounts payable in respect of the Collateral
otherwise payable to Borrower under Section 5.6 hereof;

                 (b) to transfer all or any part of the Collateral into TCC's
name or the name of itsnominee or nominees;

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

                  (d) to sell, assign and deliver, or grant options to purchase,
all or any part of the  Collateral,  or any interest  therein,  at any public or
private  sale,  without  demand  of  performance,  advertisement  or  notice  of
intention to sell or of the time or place of sale or  adjournment  thereof or to
redeem or otherwise  (all of which are hereby waived by Borrower),  for cash, on
credit or for other  property,  for  immediate  or future  delivery  without any
assumption of credit risk, and for such price or prices and on such terms as TCC
in its absolute discretion may determine,  provided that at least ten (10) days'
written  notice  of the  time  and  place  of any  such  sale  shall be given to
Borrower.  TCC  shall  not be  obligated  to make  any such  sale of  Collateral
regardless  of  whether  any such  notice of sale has  theretofore  been  given.
Borrower  hereby waives and releases to the fullest extent  permitted by law any
right or equity of redemption with respect to the Collateral,  whether before or
after sale hereunder,  and all rights,  if any, of marshaling the Collateral and
any other security for the  Obligations or otherwise.  At any such sale,  unless
prohibited  by  applicable  law, TCC may bid for and purchase all or any part of
the  Collateral  so sold free from any such right or equity of  redemption.  TCC
shall not be liable for  failure  to  collect or realize  upon any or all of the
Collateral  or for any  delay in so doing  nor  shall  any of them be under  any
obligation to take any action whatsoever with regard thereto; and

                  (e) the right,  without  prior  notice to  Borrower,  any such
notice  being  expressly  waived by Borrower,  to set off and apply  against any
Obligations,  whether matured or unmatured, of Borrower to TCC, any amount owing
from TCC to Borrower,  including without limitation any wages,  salary, bonus or
other  compensation  or  reimbursement  owing by TCC to Borrower at any time and
from time to time,  and the aforesaid  right of set off may be exercised by such
Lender  against  Borrower  or  against  any  trustee  in  bankruptcy,  debtor in
possession,  assignee for the benefit of  creditors,  receivers,  or  execution,
judgment or  attachment  creditor of Borrower,  or against  anyone else claiming
through  or  against,  Borrower  or  such  trustee  in  bankruptcy,   debtor  in
possession,  assignee for the benefit of  creditors,  receivers,  or  execution,
judgment or attachment creditor, notwithstanding the fact that such right of set
off  shall  not have  been  exercised  by TCC  prior to the  making,  filing  or
issuance, or service upon TCC of, or of notice of, any such petition, assignment
for the benefit of creditors,  appointment or application for the appointment of
a receiver, or issuance of execution,  subpoena,  order or warrant. The Borrower
hereby  authorizes TCC to withhold any and all amounts due from TCC to Borrower,
including without limitation any wages,  salary, bonus or other compensation and
the  foregoing  shall  constitute  an  authorization  to so  withhold  under all
applicable law.
<PAGE>
         5.8 Remedies, Etc., Cumulative.  Each and every right, power and remedy
of TCC provided  for in this  Agreement  or any other Loan  Document,  or now or
hereafter  existing at law or in equity or by statute,  shall be cumulative  and
concurrent and shall be in addition to every other such right,  power or remedy.
The  exercise  or  beginning  of the  exercise  by TCC of any one or more of the
rights,  powers or remedies  provided  for in this  Agreement  or any other Loan
Document  or now or  hereafter  existing  at law or in equity or by  statute  or
otherwise  shall not preclude the  simultaneous  or later exercise by TCC of all
such other  rights,  powers or remedies,  and no failure or delay on the part of
TCC to  exercise  any such  right,  power or remedy  shall  operate  as a waiver
thereof. Unless otherwise required by the Loan Documents, no notice to or demand
on  Borrower  in any case shall  entitle  it to any other or  further  notice or
demand in similar or other  circumstances  or  constitute a waiver of any of the
rights of TCC to any other or further action in any circumstances without notice
or demand.

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

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

         5.11 Indemnity.  Borrower agrees to indemnify and hold harmless TCC and
its  successors,  assigns,  employees,  agents  and  servants  (individually  an
"Indemnitee," and collectively the  "Indemnitees")  from and against any and all
claims,  demands,   losses,   judgments  and  liabilities  (including,   without
limitation,  liabilities  for  penalties) of whatsoever  kind or nature,  and to
reimburse each Indemnitee for all costs and out-of-pocket  expenses,  including,
without  limitation,  attorneys  fees and costs arising out of or resulting from
this  Agreement or the exercise by any Indemnitee of any right or remedy granted
to it hereunder or under any other Loan  Document or the  enforcement  of any of
the terms of, or the preservation of any rights under any thereof,  any contract
claim or, to the maximum extent  permitted by applicable  law,  provided that no
Indemnitee  shall be  indemnified  pursuant  to this  Section  5.11 for  claims,
demands,  losses,  judgments  or  expenses  to the  extent  caused  by the gross
negligence or willful  misconduct of such Indemnitee as finally  determined by a
court of competent jurisdiction.  If any action, suit or proceeding arising from
any of the  foregoing  is brought  against any  Indemnitee,  Borrower  will,  if
requested by TCC or any such Indemnitee,  resist and defend such action, suit or
proceeding  or cause the same to be resisted and defended by counsel  reasonably
satisfactory to the Person or Persons indemnified or intended to be indemnified.
Unless TCC or other  Indemnitee has made the request  described in the preceding
sentence and such request has been complied with, each Indemnitee shall have the
right to employ its own counsel (as well as staff  counsel) to  investigate  and
control the defense of any matter  covered by such  indemnity and the reasonable
fees and expenses of any counsel shall be at the expense of Borrower.
<PAGE>
         5.12 Further Assurances; Power-of-Attorney. Borrower agrees to execute,
file and refile under the UCC or other applicable law such financing statements,
continuation  statements  and  amendments  or  supplements  thereto,  and  other
documents in such offices as TCC may deem necessary and wherever required by law
in order to perfect and preserve TCC's  security  interest in the Collateral and
hereby authorizes TCC to file financing statements and amendments or supplements
thereto  relative to all or any part of the Collateral  without the signature of
Borrower  where  permitted by law, and agrees to do such further acts and things
and to execute  and  deliver to TCC such  additional  conveyances,  assignments,
agreements,  documents and  instruments  as TCC may  reasonably  require or deem
necessary  to carry into  effect the  purposes of this  Agreement  or to further
assure and confirm unto TCC its rights, powers and remedies hereunder.  Borrower
hereby appoints TCC as Borrower's  attorney-in-fact,  with full authority in the
place and stead of Borrower and in the name of Borrower or otherwise,  from time
to time after the occurrence and during the  continuance of an Event of Default,
in TCC's reasonable  discretion to take any action and to execute any instrument
which TCC may reasonably  deem necessary or advisable to accomplish the purposes
of this Agreement.

         5.13  Recourse.  The  Loans  shall  be full  recourse  as to  Borrower;
provided,  however,  that in the event of a sale by TCC of all of the Collateral
upon an Event of Default, or because of termination of Borrower's employment for
any reason, except as otherwise provided in this paragraph, TCC shall be limited
to seeking or being allowed to obtain a personal  judgment  against the Borrower
or the Borrower's  successors  and assigns for (i) seventy  percent (70%) of the
remaining unpaid principal  outstanding  after  application of the proceeds from
the sale of Collateral,  and (ii) all accrued interest and other amounts due and
payable under the Loan Documents  (excluding  only  principal).  Notwithstanding
anything  herein to the  contrary,  in the event of any default by the  Borrower
under the Loan Documents,  (a) TCC shall have all rights reserved herein, in the
Loan Documents,  and in any other instrument given or granted for the purpose of
securing  the payment of the Note,  subject to the  limitation  described in the
first sentence of this paragraph, (b) shall have full recourse to all Collateral
for the payment of the  indebtedness  evidenced by the Note or arising under the
other  Loan  Documents  and to any  other  property  which  is now or  hereafter
encumbered or otherwise  pledged as security for the payment of the indebtedness
evidenced  by the Note or arising  under the other Loan  Documents,  (c) nothing
contained  herein or in any  instrument  the  purpose  of which is to secure the
payment  of the Note or  amounts  due under the other  Loan  Documents  shall be
construed to prohibit TCC from filing any  necessary  action naming the Borrower
or the  Borrower's  successors  and  assigns,  the purpose of which action is to
effect the  realization  of any  security  given for the  payment of the Note or
arising under the other Loan Documents, and (d) the limitations contained herein
shall not be construed  to prevent TCC from  asserting a claim to an interest in
any Collateral or the proceeds thereof or other moneys in the hands of a trustee
or receiver or other Person appointed by a court of competent jurisdiction.
<PAGE>
         5.14 Termination;  Release. Upon the payment in full of all Obligations
and the  termination of this  Agreement,  the security  interest  created hereby
shall  terminate  (provided that all  indemnities set forth herein shall survive
any such termination) and TCC, at the request and expense of the Borrower,  will
execute and deliver to Borrower a proper instrument or instruments acknowledging
the  satisfaction  and  termination  of such  security  interest,  and will duly
assign,  transfer  and deliver to  Borrower  (without  recourse  and without any
representation  or warranty) such of the Collateral as has not theretofore  been
sold or otherwise applied or released pursuant to this Agreement.

                                   ARTICLE VI
                                  MISCELLANEOUS

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

                  (a)      if to Borrower:

                           ==============================
                           ------------------------------

                  (b)      if to TCC, at:

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

or at such other  address as shall have been  furnished in writing by any Person
described above to the party required to give notice hereunder.
<PAGE>
         6.2  Waiver;  Amendment.  None  of  the  terms and conditions of this
Agreement may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by Borrower and TCC.

         6.3 Assignment  This Agreement shall be binding upon the parties hereto
and their  respective  successors  and assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and assigns;
provided  however,  the Borrower shall not have the right to transfer any of its
rights or obligations hereunder or under any other Loan Document.

         6.4      Governing Law.  This Agreement shall be construed and enforced
in accordance with and governed by the law of the state of Colorado.

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

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

         6.7  Severability.  In the event that any  provision of this  Agreement
shall prove to be invalid or unenforceable, such provision shall be deemed to be
severable from the other provisions of this Agreement which shall remain binding
on all parties hereto.

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

         IN WITNESS WHEREOF, Borrower and TCC have caused this Agreement to be
executed as of the ____ day of--------, ------.

                              TIMET COLORADO CORPORATION, a Colorado corporation

                              By:_____________________________________
                              Name:__________________________________
                              Title:___________________________________

                              ----------------------------------------
                              BORROWER:
<PAGE>
                                    EXHIBIT A
                         FORM OF SECURED PROMISSORY NOTE




$------------------                                     ------- --, -----
                                                         DENVER, COLORADO


         FOR VALUE RECEIVED, the undersigned,  _____________________________(the
"Borrower"),  promises  to pay to the  order of TIMET  COLORADO  CORPORATION,  a
Colorado corporation  (together with its successors and assigns,  "TCC"), at the
office of TCC at 1999 Broadway, Suite 4300, Denver, CO 80202 or such other place
as  TCC  may  designate  in  writing  to  the  Borrower,  the  principal  sum of
____________________________  AND ____/00 DOLLARS  ($_______________)  of United
States funds,  or, if less, so much thereof as may be  outstanding  from time to
time, plus interest as hereinafter provided.

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

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

         The Borrower  hereby  promises to pay interest on the unpaid  principal
amount  hereof at a rate per annum  equal to the Base Rate plus .0625% per annum
(which  rate as of the  date of this  Promissory  Note is  ____%)  from the date
hereof until the earlier of the Maturity  Date, or such earlier date as payments
of the Loans shall be due, whether by acceleration or otherwise.  Interest shall
be payable in arrears on each March 31, June 30,  September  30 and December 31.
Interest  under  this Note also  shall be due and  payable  when this Note shall
become  due  (whether  at the  Maturity  Date  or  earlier  date  by  reason  of
acceleration or otherwise).  Overdue  principal and, to the extent  permitted by
law, overdue interest, shall bear interest payable on DEMAND at the Default Rate
as provided in the Loan Agreement.
<PAGE>
         In no event  shall the  amount of  interest  due or  payable  hereunder
exceed the maximum rate of interest  allowed by applicable law, and in the event
any such payment is inadvertently made by the Borrower or inadvertently received
by TCC, then such excess sum shall be credited as a payment of principal, unless
the Borrower  shall notify TCC in writing that it elects to have such excess sum
returned  forthwith.  It is the express  intent of the parties that the Borrower
not pay and TCC not receive,  directly or indirectly  in any manner  whatsoever,
interest  in excess of that  which may  legally  be paid by the  Borrower  under
applicable law.

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

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

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

         Time is of the essence of this Note.

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

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

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

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



BORROWER:                                     __________________________________
                                                          [Name]