PLEDGE AND SECURITY AGREEMENT

This Pledge and Security Agreement (this “ Agreement ”), dated as of December 31, 2008, is among Contran Corporation, a Delaware corporation (“ Contran ”), and Titanium Metals Corporation, a Delaware corporation (“ TIMET ”).

A.            On the date of this Agreement Contran has purchased from TIMET Two Million Three Hundred Fifty-Two Thousand Nine Hundred and Forty-Two (2,352,942) shares (the “ Shares ”) of the common stock, $.01 par value per share, of Whitney International University System Ltd.  The purchase occurred pursuant to the terms and subject to the conditions set forth in that certain Stock Purchase Agreement dated as of the date of this Agreement between Contran and TIMET (the “ Stock Purchase Agreement ”).

B.            As full payment of the purchase price for the Shares, Contran executed and delivered to TIMET a promissory note, dated as of the date of this Agreement, in the original principal amount of SIXTEEN MILLION SEVEN HUNDRED THOUSAND AND NO/100THS DOLLARS ($16,700,000) (the “ Note ”).

C.            In the Stock Purchase Agreement, Contran agreed to execute and deliver this Agreement, pledging and granting a security interest in the Shares to secure its payment of the indebtedness represented by the Note, including principal, interest and reasonable costs, expenses, attorneys’ fees and other reasonable fees and charges (the “ Indebtedness ”).

In consideration of the foregoing recitals and the mutual agreements hereinafter set forth, Contran and TIMET agree as follows:

Section 1.   The Pledge .  As collateral security for the due and punctual payment of the Indebtedness, Contran hereby pledges and grants to TIMET a continuing first priority and perfected security interest in, the Shares, all products and proceeds of any of the Shares including, without limitation, all dividends, cash, instruments, subscriptions, warrants and any other rights and options and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Shares (the “ Pledged Collateral ”).

Section 2.   Security for Indebtedness .    This Agreement secures the payment of all of the Indebtedness, whether for principal, interest, fees, expenses or otherwise, and all obligations of Contran now or hereafter existing under this Agreement or the Note (all such obligations of Contran now or hereafter existing being referred to herein as the “Liabilities”).

Section 3.   Delivery of Pledged Collateral .  All certificates or instruments representing or evidencing the Pledged Collateral shall be delivered to and held by or on behalf of TIMET pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to TIMET.

Section 4.   Representations and Warranties .  Contran represents and warrants as follows:

(a)           Contran is the legal and beneficial owner of the Pledged Collateral, free and clear of any security interest, mortgage, pledge, lien, charge or other encumbrance (“Lien”) on the Pledged Collateral.

(b)           The pledge and collateral assignment of the Pledged Collateral pursuant to this Agreement creates a valid and perfected first priority interest in such Pledged Collateral securing the payment of the Liabilities for the benefit of TIMET.

(c)           No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (i) for the pledge and collateral assignment by Contran of the Pledged Collateral pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Contran or (ii) for the exercise by TIMET of the voting or other rights provided for in this Agreement or the remedies in respect of the Pledged Collateral pursuant to this Agreement (except such filings of beneficial ownership as may be required by federal securities laws).

(d)           Contran has full power and authority to enter into this Agreement and has the right to vote the Shares and to pledge, collaterally assign and grant a security interest in the Pledged Collateral.

(e)           This Agreement has been duly authorized, executed and delivered by Contran and constitutes a legal, valid and binding obligation of Contran, enforceable against Contran in accordance with its 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.

Section 5.    Further Assurances; Covenants .  Contran agrees that at any time and from time to time, at its own expense, to promptly execute and deliver, or cause to be executed and delivered, all stock powers, proxies, assignments, instruments and documents and take all further action, that is reasonably necessary, at TIMET’s request, in order to perfect any security interest granted or purported to be granted hereby or to enable TIMET to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral and to carry out the provisions and purposes hereof.

Section 6.   Voting Rights; Dividends; Etc.

(a)   So long as no Event of Default (as defined in the Note) shall have occurred and be continuing, Contran shall be entitled to exercise any and all voting and other consensual rights pertaining to the Shares for any purpose not inconsistent with the terms of this Agreement.

(b)   So long as no Event of Default shall have occurred and be continuing, Contran shall be entitled to receive all cash dividends or other distributions paid or made from time to time with respect to the Shares.  Upon the occurrence and during the continuance of an Event of Default, all rights of Contran to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall become vested in TIMET, which shall thereupon have the sole right to exercise such voting and other consensual rights.  Upon the occurrence and during the continuance of an Event of Default, all cash dividends or other distributions payable in respect of all securities pledged hereunder shall be paid directly to TIMET and, if received by Contran, shall be received in trust for the benefit of TIMET, shall be segregated from other funds of Contran, and shall be forthwith paid over to TIMET as Pledged Collateral in the same form as so received (with any necessary endorsements) and Contran’s right to receive such cash payments pursuant to the foregoing sentence shall immediately cease.

Section 7.   Transfers And Other Liens; Additional Shares .  Contran agrees that it will not (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral without the prior written consent of TIMET, (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the security interest granted under this Agreement or (iii) enter into any agreement or understanding that purports to or may restrict or inhibit TIMET’s rights or remedies hereunder, including, without limitation, TIMET’s right to sell or otherwise dispose of the Pledged Collateral.

Section 8.   TIMET Appointed Attorney-In-Fact .  Contran hereby appoints TIMET Contran’s attorney-in-fact, with full authority in the place and stead of Contran and in the name of Contran or otherwise, from time to time in TIMET’s discretion to take any action and to execute any instrument which TIMET may deem necessary or advisable t