EXHIBIT 10.2



                                  TIMET/NL ISA



                        INTERCORPORATE SERVICES AGREEMENT


      This INTERCORPORATE SERVICES AGREEMENT (the "Agreement") is made effective
as of January 1, 2003, by and between Titanium Metals Corporation  ("TIMET"),  a
Delaware corporation, and NL Industries, Inc. ("NL"), a New Jersey corporation.

      WHEREAS,  TIMET  desires  that NL provide  certain tax services and use of
NL's corporate aircraft to TIMET, as set forth in this Agreement.

      NOW,  THEREFORE,  in  consideration of the premises and promises set forth
herein and for other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties to this Agreement agree as follows:

      1. Services Provided. NL will make available to TIMET and its subsidiaries
the following services (the "Services"):

            (a)   consultation and assistance in tax management, administration,
                  and reporting; and

            (b) use of corporate aircraft.

      2. Fees for Services and  Reimbursement  of Expenses.  During the Term (as
defined below) of the Agreement,  TIMET shall pay to NL an annual fee of $14,200
for the  Services  described  in  Paragraph  1(a)  above  payable  in  quarterly
installments of $3,550 plus all  out-of-pocket  expenses  incurred in connection
with the performance of such Services. Regarding Services described in Paragraph
1(b),  TIMET will pay to NL within  thirty (30) days after receipt of an invoice
an amount  equal to TIMET's  share of NL's  corporate  aircraft  expenses  which
includes  TIMET's  share of the monthly  management  fee (computed on a per hour
basis) and actual  flight  hour costs at a rate of $1,953 per hour  (subject  to
annual  escalation) plus fuel variable  charges,  segment fees and excise taxes.
Notwithstanding the foregoing,  in the event that TIMET determines,  in its sole
discretion,  that it no longer desires certain of the Services or NL determines,
in its sole  discretion,  that it no longer  desires to  provide  certain of the
Services, then TIMET or NL, as appropriate, shall provide the other party with a
thirty (30) day prior written notice of cancellation  describing the Services to
be terminated or  discontinued  and TIMET and NL during such  ninety-day  period
shall  agree  to a  pro-rata  reduction  of the  fees  due  hereunder  for  such
terminated or discontinued Services.

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      3. Limitation of Liability. In providing Services hereunder, NL shall have
a duty to act, and to cause its agents to act, in a reasonably  prudent  manner,
but  neither  NL nor any  officer,  director,  employee  or agent of NL shall be
liable to TIMET or its  subsidiaries for any error of judgment or mistake of law
or for any loss incurred by TIMET or its  subsidiaries  in  connection  with the
matters to which this  Agreement  relates,  except a loss resulting from willful
misfeasance,  bad  faith or  gross  negligence  on the  part of NL or from  NL's
reckless disregard of obligations and duties under this Agreement.

      4. Indemnification of NL by TIMET. TIMET shall indemnify and hold harmless
NL, its subsidiaries and their respective officers, directors and employees from
and against any and all losses, liabilities, claims, damages, costs and expenses
(including reasonable attorneys' fees and other expenses of litigation) to which
such party may become  subject  arising out of the  provision by NL to TIMET and
its subsidiaries of any of the Services,  provided that such indemnity shall not
protect  any such  party  against  any  liability  to which  such  person  would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence or reckless disregard of obligations and duties hereunder.

      5. Further Assurance. Each of the parties will make, execute,  acknowledge
and  deliver  such  other  instruments  and  documents,  and take all such other
actions,  as the other party may  reasonably  request and as may  reasonably  by
required in order to effectuate  the purposes of this Agreement and to carry out
the terms hereof.

      6. Notices. All communications  hereunder shall be in writing and shall be
addressed to:

            If to NL:         NL Industries, Inc.
                              16825 Northchase Drive, Suite 1200
                              Houston, Texas 77060
                              Attention:  General Counsel

            If to TIMET:                  Titanium Metals Corporation
                              1999 Broadway, Suite 4300
                             Denver, Colorado 80202
                              Attention:  General Counsel

            or such other  address as the  parties  shall  have  specified  in
            writing.

      7. Amendment and Modification.  Neither this Agreement nor any item hereof
may be changed,  waived,  discharged  or  terminated  other than by agreement in
writing signed by the parties hereto.

      8.  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties hereto,
provided that this Agreement may not be assigned by either of the parties hereto
without the prior written consent of the other party.

      9.  Miscellaneous.  The  headings  contained  in  this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or


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interpretation  of  this  Agreement.   This  Agreement  constitutes  the  entire
agreement, and supersedes all prior agreements and understandings,  both written
and oral,  between the parties with respect to the subject matter  hereof.  This
Agreement  may be executed in one or more  counterparts,  each of which shall be
deemed an original,  and all of which together shall constitute one and the same
instrument.  This  Agreement  shall  be  governed  in  all  respects,  including
validity, interpretation and affect, by the laws of the State of Texas.

      10. Term of Agreement.  This Agreement shall be effective as of January 1,
2003,  and shall remain in effect for a term of one year until December 31, 2003
(the  "Term");  provided,   however,  the  Agreement  shall  be  extended  on  a
quarter-to-quarter  basis  after  the  expiration  of the  Term  unless  written
notification  is given by either  party thirty (30) days in advance of the first
day of each  successive  quarter or unless it is  terminated  or superseded by a
subsequent  written  agreement of the parties hereto.  Upon such  termination or
upon the  expiration  of this  Agreement,  the parties'  rights and  obligations
hereunder  shall  cease  and  terminate   except  with  respect  to  rights  and
obligations arising on or prior to the date of expiration or termination and the
rights and obligations arising under paragraph 4 above.

      11. Confidentiality.  Except as otherwise required by applicable law, each
of the parties  agrees  that it will  maintain in  confidence  all  confidential
information  regarding  the  other  party  supplied  to it in the  course of the
performance of this Agreement.

      IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement as of
the 20th day of May, 2003,  which Agreement will be deemed to be effective as of
January 1, 2003.


                                    NL INDUSTRIES, INC.


                                    By:  /s/ Robert D. Hardy
                                         ---------------------------------------
                                         Robert D. Hardy
                                         Vice President


                                    TITANIUM METALS CORPORATION


                                    By:  /s/ Robert E. Musgraves
                                         ---------------------------------------
                                         Robert E. Musgraves
                                         Chief Operating Officer - North America