EXHIBIT 10.42

                                   EXHIBIT C

              INTERCORPORATE SERVICES AND REIMBURSEMENT AGREEMENT


      INTERCORPORATE  SERVICES  AND  REIMBURSEMENT  AGREEMENT  effective  as  of
January 1, 1996,  by and between  Tremont  Corporation  ("Tremont"),  a Delaware
corporation, and NL Industries, Inc. ("NL"), a New Jersey corporation.

      WHEREAS,  Tremont desires that NL provide certain services to Tremont, and
NL is  willing  to  provide  such  services  to  Tremont,  as  provided  in this
Agreement.

      NOW,  THEREFORE,  in  consideration of the premises and promises set forth
herein, the parties to this Agreement agree as follows:

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

            a.    certain administration and management services with respect to
                  Tremont's insurance and risk management needs, including:

                  (i)  management of claims (including insured
                       and self-insured workers compensation and
                       liability claims);
                  (ii) budgeting and related activities;
                  (iii)administration of Tremont's captive
                       insurance company;
                  (iv) coordination of property loss control
                       program; and
                  (v)  administration of Tremont's insurance program,  excluding
                       all employee benefit and welfare related programs.

            b.    certain administration and management services with respect to
                  Tremont's real properties and interests.

            c.    consultation and assistance in performing internal audit
                  projects, as requested.

            d.    certain executive secretarial and administrative services.

      2. Fees for Services and  Reimbursement of Expenses.  Tremont shall pay to
NL an annual fee of $88,400  (the "Annual  Fee") for the  Services  described in
paragraphs 1.a, 1.b , and 1.d above payable in quarterly installments of $22,100
during the term of this Agreement plus all  out-of-pocket  expenses  incurred in
connection with the performance of such Services. In addition,  Tremont will pay
to NL within  thirty  (30) days after  receipt of an invoice  (such  invoices to
occur no more frequently than once per month)

                                      1

<PAGE>



an amount equal to the product of $600  multiplied by the number of days devoted
by NL's internal auditors to providing Services described in paragraph 1.c above
times  the  number  of  internal  auditors  providing  such  Services  plus  all
out-of-pocket  expenses incurred in the performance of such Services;  provided,
however, in the event that Tremont 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
Tremont or NL, as appropriate,  shall provide the other party with a ninety (90)
day  prior  written  notice  of  cancellation  describing  the  Services  to  be
terminated  or  discontinued  and Tremont 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.

      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 Tremont or its  subsidiaries  for any error of  judgment or mistake of
law or for any loss incurred by Tremont 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 Tremont.  Tremont  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 Tremont 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 by 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 Tremont:    Tremont 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.


                                      2

<PAGE>


      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
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,
1996, and shall remain in effect until  December 31, 1996,  subject to a renewal
by mutual written agreement for succeeding  one-year terms commencing January 1,
1997.  This  Agreement may be  terminated  at any time by mutual  consent of the
parties and by either  party upon ninety (90) days prior  written  notice to the
other party. 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.

      IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement as of
the 24th day of July, 1996, which Agreement will be deemed to be effective as of
January 1, 1996.

                                    NL INDUSTRIES, INC.


                                    By:   /s/ Dennis G. Newkirk
                                          Dennis G. Newkirk
                                          Vice President


                                    TREMONT CORPORATION


                                    By:   /s/ Mark A. Wallace
                                          Mark A. Wallace
                                          Vice President




                                      3

<PAGE>