SECURED PROMISSORY NOTE

$16,700,000                                                                             December 31, 2008                                   Dallas, Texas

FOR VALUE RECEIVED , the undersigned, Contran Corporation, a Delaware corporation (“ Makes ”), promises to pay to the order of Titanium Metals Corporation, a Delaware corporation, or any subsequent holder (“ Payee ”), in lawful money of the United States of America, the principal sum of SIXTEEN MILLION SEVEN HUNDRED THOUSAND DOLLARS ($16,700,000) together with interest from the date hereof on the unpaid principal balance from time to time pursuant to the terms of this promissory note (this “ Note ”).  Capitalized terms not otherwise defined shall have the meanings given to such terms in Section 15 of this Note.

Section  1.    Place of Payment .  All payments will be made at Payee’s address at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas   75240-2697,  Attention:  Treasurer, or such other place as the holder may from time to time appoint in writing.

Section  2.    Payment .  The unpaid principal balance of this Note and any unpaid and accrued interest thereon shall be due and payable on December 31, 2011 or upon acceleration as provided herein.  Prior to the final payment of this Note, unpaid and accrued interest on the outstanding principal balance of this Note shall be due and payable quarterly on March 31, June 30, September 30 and December 31 of each year; provided, however, that such day is a business day, and if such day is not a business day, the quarterly interest payment shall be due the next successive business day.

Section  3.    Prepayment .  This Note may be prepaid in part or in full at any time without penalty; provided, however, prepayments shall be first applied to accrued and unpaid interest and then to principal.  The Maker shall not be entitled to reborrow any amounts prepaid under this Note.

Section  4.    Interest .  The unpaid principal balance of this Note (exclusive of any past due principal) shall bear interest at the rate per annum of the Prime Rate less one and one-half percent.  Accrued interest on the unpaid principal of this Note shall be computed on the basis of a 365- or 366-day year for actual days elapsed, but in no event shall such computation result in an amount of accrued interest that would exceed accrued interest on the unpaid principal balance during the same period at the Maximum Rate. Notwithstanding anything to the contrary, this Note is expressly limited so that in no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder exceed the Maximum Rate.  If, from any circumstances whatsoever, the holder shall ever receive as interest an amount that would exceed the Maximum Rate, such amount that would be excessive interest shall be applied to the reduction of the unpaid principal balance and not to the payment of interest, and if the principal amount of this Note is paid in full, any remaining excess shall be paid to Maker, and in such event, the holder shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the highest lawful rate permissible under applicable law.  All sums paid or agreed to be paid to Payee or the holder of this Note for the use, forbearance or detention of the indebtedness of the Maker to Payee or the holder of this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full of the principal (including the period of any renewal or extension thereof) so that the interest on account of such indebtedness shall not exceed the Maximum Rate.  If at any time the Contract Rate is limited to the Maximum Rate, any subsequent reductions in the Contract Rate shall not reduce the rate of interest on this Note below the Maximum Rate until the total amount of interest accrued equals the amount of interest that would have accrued if the Contract Rate had at all times been in effect.  In the event that, upon demand or acceleration of this Note or at final payment of this Note, the total amount of interest paid or accrued on this Note is less than the amount of interest that would have accrued if the Contract Rate had at all times been in effect with respect thereto, then at such time, to the extent permitted by law, in addition to the principal and any other amounts Maker owes to the holder of this Note, the Maker shall pay to the holder of this Note an amount equal to the difference between:  (i) the lesser of the amount of interest that would have accrued if the Contract Rate had at all times been in effect or the amount of interest that would have accrued if the Maximum Rate had at all times been in effect; and (ii) the amount of interest actually paid on this Note.

Section  5.    Remedy .  Upon the occurrence and during the conti