EXHIBIT 10.37

                             SUBSCRIPTION AGREEMENT

         This Subscription  Agreement (the "Agreement") is made and entered into
as of December 31, 2000, among Valhi,  Inc., a Delaware  corporation  ("Valhi"),
Tremont Holdings,  LLC, a Delaware limited liability company ("TRE Holdings" and
together with Valhi,  the  "Purchasers"),  and Tremont  Group,  Inc., a Delaware
corporation ("TGI").

                                    Recitals

         A. The  Purchasers  are  beneficial  owners  of  shares  (the  "Tremont
Shares") of the common stock, par value $1.00 per share, of Tremont Corporation,
a Delaware corporation ("Tremont").

         B. Each of the  Purchasers  wishes to  subscribe  for and  purchase one
thousandth  of a share of common stock,  par value $0.01 per share,  of TGI (the
"TGI  Shares"),  for each Tremont Share they  contribute to TGI on the terms and
subject to the  conditions of this Agreement  (each time a contribution  is made
shall be referred to as a "Transaction").

         C. The certificate of incorporation and the bylaws of TGI, to which the
Stockholders  have agreed in connection  with the  transactions  contemplated by
this  Agreement  are  attached  as  Exhibits  A and  B,  respectively,  to  this
Agreement.

                                    Agreement

         The parties agree as follows:

                                   ARTICLE I.
                                 THE TRANSACTION

         Section 1.1. Initial  Contribution of Tremont Shares for TGI Shares. In
consideration  of TGI's  issuance  of one  thousandth  of a TGI  Share  for each
Tremont Share the Purchasers contribute to TGI on the date hereof, each of Valhi
and TRE Holdings hereby sells, transfers,  assigns and delivers to TGI 4,113,421
and 1,028,000  Tremont  Shares,  respectively.  Certificates  representing  such
Tremont Shares are hereby delivered accompanied by stock powers duly endorsed in
blank.

         Section 1.2. Subsequent Contributions of Tremont Shares for TGI Shares.
In  consideration  of TGI's  issuance of one  thousandth of a TGI Share for each
Tremont Share the Purchasers  may  contribute to TGI in the future,  each of the
Purchasers may in the future sell,  transfer,  assign and deliver Tremont Shares
to TGI.  Certificates  representing  such  Tremont  Shares  shall  be  delivered
accompanied by stock powers duly endorsed in blank on the date of the respective
contribution.

         Section 1.3.  Voting  Agreement.  Each of the parties as a condition to
all  Transactions  shall  execute  and  deliver  to the  other  parties a Voting
Agreement  substantially  in the form of Exhibit C attached  hereto (the "Voting
Agreement").

<PAGE>

                                   ARTICLE II.
                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

         Each of the Purchasers hereby  individually  represents and warrants to
TGI as of the date of this  Agreement,  and each time a  Purchaser  subsequently
contributes  Tremont  Shares  to  TGI  as  though  made  on  the  date  of  such
contribution, as follows.

         Section 2.1.  Authority.  It is validly  existing and in good  standing
under the laws of the state of its incorporation or formation.  It has the power
and authority,  without the consent or approval of any other person,  to execute
and deliver this  Agreement and to consummate the  respective  Transaction.  All
action  required to be taken by or on behalf of it to authorize  the  execution,
delivery and  performance of this Agreement and the respective  Transaction  has
been duly and properly taken.

         Section 2.2. Validity. This Agreement is duly executed and delivered by
it and  constitutes  its lawful,  valid and binding  obligation,  enforceable in
accordance with its terms.  The execution and delivery of this Agreement and the
consummation  of the respective  Transaction by it are not prohibited by, do not
violate or conflict  with any provision of, and do not result in a default under
(a) its charter,  bylaws or company agreement,  as applicable;  (b) any material
contract, agreement or other instrument to which it is a party or by which it is
bound;  (c) any order,  writ,  injunction,  decree or  judgment  of any court or
governmental  agency  applicable  to it;  or (d) any  law,  rule  or  regulation
applicable  to it,  except  in each  case  for  such  prohibitions,  violations,
conflicts or defaults that would not have a material adverse  consequence to the
respective Transaction.

         Section 2.3. Ownership of Tremont Shares. It is the beneficial owner of
the Tremont Shares it will  contribute to TGI in the respective  Transaction and
upon  consummation  of the  respective  Transaction  TGI will  acquire  good and
marketable   title  to  such  Tremont  Shares  free  and  clear  of  any  liens,
encumbrances,    security   interests,   restrictive   agreements,   claims   or
imperfections  of any nature  whatsoever,  other than  restrictions  on transfer
imposed by applicable securities laws.

         Section 2.4.  Purchase for Investment.  It is purchasing the TGI Shares
issued and delivered to it in the respective  Transaction for investment  solely
for its own  account and not with a view to, or for resale in  connection  with,
the  distribution  thereof.  It understands  that such TGI Shares are restricted
securities under the Securities Act of 1933, as amended (the "Securities  Act"),
and that such TGI Shares must be held  indefinitely  unless they are  registered
under the Securities Act and any applicable state securities or blue sky laws or
an exemption from such registration is available.

         Section 2.5. Nature of Purchaser.  It has such knowledge and experience
in financial and business  matters that it is capable of  evaluating  the merits
and risks of the  purchase  of TGI  Shares  issued  and  delivered  to it in the
respective Transaction.

                                       -2-
<PAGE>

                                  ARTICLE III.
                      REPRESENTATIONS AND WARRANTIES OF TGI

         TGI hereby  represents and warrants to each of the Purchasers as of the
date of this  Agreement,  and each  time a  Purchaser  subsequently  contributes
Tremont  Shares  to TGI as  though  made on the  date of such  contribution,  as
follows.

         Section 3.1. Authority. It is a corporation duly incorporated,  validly
existing and in good standing under the laws of the state of its  incorporation.
It has the corporate power and authority, without the consent or approval of any
other  person,  to execute and deliver  this  Agreement  and to  consummate  the
respective  Transaction.  All  corporate  action  required  to be taken by or on
behalf of it to  authorize  the  execution,  delivery  and  performance  of this
Agreement and the respective Transaction has been duly and properly taken.

         Section 3.2. Validity. This Agreement is duly executed and delivered by
it and  constitutes  its lawful,  valid and binding  obligation,  enforceable in
accordance with its terms.  The execution and delivery of this Agreement and the
consummation  of the respective  Transaction by it are not prohibited by, do not
violate or conflict  with any provision of, and do not result in a default under
(a) its  charter  or  bylaws;  (b) any  material  contract,  agreement  or other
instrument to which it is a party or by which it is bound; (c) any order,  writ,
injunction, decree or judgment of any court or governmental agency applicable to
it; or (d) any law, rule or regulation applicable to it, except in each case for
such  prohibitions,  violations,  conflicts  or  defaults  that would not have a
material adverse consequence to the respective Transaction.

         Section  3.3.  Issuance of TGI Shares.  Upon the  consummation  of each
Transaction,  the TGI Shares issued in such  Transaction will be validly issued,
fully paid and non-assessable shares and the respective Purchaser receiving such
shares will acquire good and  marketable  title to such shares free and clear of
any liens, encumbrances,  security interests,  restrictive agreements, claims or
imperfections  of any nature  whatsoever,  other than  restrictions  on transfer
imposed by applicable  securities  laws,  except that Valhi's TGI Shares will be
subject to the restrictions of the Voting Agreement.

         Section 3.4.  Purchase for  Investment.  It is  purchasing  the Tremont
Shares sold and delivered to it in the  respective  Transaction  for  investment
solely for its own account  and not with a view to, or for resale in  connection
with, the  distribution  thereof.  It  understands  that such Tremont Shares are
restricted securities under the Securities Act and that such Tremont Shares must
be held indefinitely unless they are registered under the Securities Act and any
applicable  state  securities  or  blue  sky  laws  or an  exemption  from  such
registration is available.

         Section 3.5.  Nature of TGI. It has such  knowledge  and  experience in
financial and business  matters that it is capable of evaluating  the merits and
risks of the  purchase of the Tremont  Shares  sold and  delivered  to it in the
respective Transaction.

                                       -3-
<PAGE>

                                   ARTICLE IV.
                               GENERAL PROVISIONS

         Section 4.1.  Restricted Shares. Each of the Purchasers hereby consents
to the  placing  of a legend on any stock  certificates  evidencing  TGI  Shares
issued to it in a  Transaction  stating  that  such TGI  Shares  are  restricted
securities.  Valhi  agrees to the placing of a legend on any stock  certificates
evidencing its TGI Shares stating that such TGI Shares are subject to the Voting
Agreement.

         Section  4.2.  Access  to  Information.  Each of the  Purchasers  shall
provide TGI and its  representatives  access to all information  with respect to
the business of Tremont possessed by such party and reasonably requested by TGI.
TGI shall  provide each of the  Purchasers  and its  respective  representatives
access to all  information  with respect to the business of TGI possessed by TGI
and reasonably requested by such Purchaser.

         Section 4.3. Survival.  The representations and warranties set forth in
this   Agreement   shall  survive  the  execution  of  this  Agreement  and  the
consummation of the transactions contemplated herein.

         Section  4.4.  Amendment  and  Waiver.  No  amendment  or waiver of any
provision  of this  Agreement  shall in any event be  effective  unless the same
shall be in a writing  referring  to this  Agreement  and signed by the  parties
hereto,  and then such  amendment,  waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

         Section 4.5. Parties and Interest.  This Agreement shall bind and inure
to the benefit of the parties named herein and their  respective  successors and
assigns.

         Section  4.6.  Entire  Agreement.  This  Agreement  contains the entire
understanding  among the parties with respect to the  transactions  contemplated
hereby and supersedes all other agreements and understandings  among the parties
with respect to the subject matter of this Agreement.

         Section 4.7.  Applicable  Law. This Agreement  shall be governed by and
construed in accordance with the domestic laws of the state of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the  state of  Delaware  or any  other  jurisdiction)  that  would  cause the
application of the laws of any jurisdiction other than the state of Delaware.

         Section 4.8. Severability.  If any provision of this Agreement is found
to violate any statute,  regulation,  rule,  order or decree of any governmental
authority,  court,  agency or exchange,  such invalidity  shall not be deemed to
effect any other  provision  hereof or the  validity  of the  remainder  of this
Agreement  and such  invalid  provision  shall be deemed  deleted to the minimum
extent necessary to cure such violation.

         Section  4.9.  Notice.  All notices and other  communications  that are
required  to be or may be given  under this  Agreement  shall be in writing  and
shall be deemed to have been duly given when  delivered in person or transmitted
by confirmed telecopy or upon receipt after dispatch by overnight courier or by


                                       -4-
<PAGE>

certified or registered mail,  postage prepaid,  to the party to whom the notice
is  given.  Notices  shall be  given to the  address  for the  respective  party
appearing under the party's signature to this Agreement or to such other address
as such party may  designate  by giving  notice of such change of address to the
other parties to this Agreement.

         Section 4.10.  Headings.  The sections and other headings  contained in
this  Agreement are for reference  purposes only and shall not effect in any way
the meaning or interpretation of this Agreement.

         Section  4.11.   Counterparts.   This  Agreement  may  be  executed  in
counterparts  each of which will be an original and all of which taken  together
shall constitute one and the same agreement.

         Section 4.12. Expenses.  Except as otherwise expressly provided herein,
each party to this Agreement  shall pay its own costs and expenses in connection
with the transactions contemplated hereby.

                                       -5-
<PAGE>


         The parties  hereto have caused this  Agreement to be executed by their
duly authorized officers as of the date first written above.

                                   VALHI, INC.




                                   By: /s/ Steven L. Watson
                                       -----------------------------------------
                                       Steven L. Watson, President

                                       Address:    Three Lincoln Centre
                                                   5430 LBJ Freeway, Suite 1700
                                                   Dallas, Texas   75240-2697
                                                   FAX:  972.448.1445
                                                   Attention:  General Counsel

                                   TREMONT HOLDINGS, LLC



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

                                       Address:    Two Greenspoint Plaza
                                                   16825 Northchase Drive
                                                   Suite 1200
                                                   Houston, Texas   77060-2544
                                                   FAX:  281.423.3333
                                                   Attention:  General Counsel

                                   TREMONT GROUP, INC.




                                   By: /s/ Steven L. Watson
                                       -----------------------------------------
                                       Steven L. Watson, President

                                       Address:    Three Lincoln Centre
                                                   5430 LBJ Freeway, Suite 1700
                                                   Dallas, Texas   75240-2697
                                                   FAX:  972.448.1445
                                                   Attention:  General Counsel


                                       -6-
<PAGE>




                                    EXHIBIT A

                          CERTIFICATE OF INCORPORATION

                                       OF

                               TREMONT GROUP, INC.


--------------------------------------------------------------------------------

                                   ARTICLE I.
                                      NAME

         The name of the corporation is TREMONT GROUP, INC. (the "Corporation").

                                   ARTICLE II.
                           REGISTERED OFFICE AND AGENT

         The  address  of the  Corporation's  registered  office in the state of
Delaware is Corporation Service Company,  2711 Centerville Road, Suite 400, city
of Wilmington,  county of New Castle,  state of Delaware 19808.  The name of the
Corporation's registered agent at such address is Corporation Service Company.

                                  ARTICLE III.
                                     PURPOSE

         The nature of the  business or purposes to be  conducted or promoted by
the Corporation is to engage in any lawful  business,  act or activity for which
corporations may be organized under the General  Corporation Law of the state of
Delaware.

                                   ARTICLE IV.
                                AUTHORIZED STOCK

         The Corporation shall have authority to issue six thousand five hundred
(6,500)  shares of common stock having a par value of one cent ($0.01) per share
(the  "Common  Stock").  The rights of the holders of common stock are set forth
below.

                  Section 1. Voting Rights. The holders of Common Stock shall be
         entitled  to one vote per  share on all  matters  to be voted on by the
         stockholders of the Corporation.

                  Section 2.  Dividends.  The  holders of Common  Stock shall be
         entitled to participate in such  dividends and other  distributions  or
         proceeds in cash, stock or property of the Corporation ratably on a per
         share  basis as the board of  directors  may  declare  out of assets or
         funds legally available therefor.

                  Section 3.  Liquidation.  The holders of Common Stock shall be
         entitled  to   participate   ratably  on  a  per  share  basis  in  all
         distributions  to the  holders  of  Common  Stock  in any  liquidation,
         dissolution or winding up of the Corporation.

                                       -1-
<PAGE>

                  Section 4. Redemption.  The Corporation shall redeem shares of
         Common Stock on a date (the  "Redemption  Date") that is on or prior to
         the 45th day (if such 45th day is a business  day, and if not, the next
         successive  business day) after the date (the "Redemption Notice Date")
         that the  Corporation  and each other  holder of shares of Common Stock
         receives written notice (a "Redemption Notice") from a holder of shares
         of Common Stock (the  "Holder")  setting forth the number of shares the
         Holder wants the Corporation to redeem (the "Redemption Shares"). After
         the  Redemption  Notice  Date,  the Holder  shall only be  entitled  to
         receive from the  Corporation  on the  Redemption  Date the fair market
         value of the  Redemption  Shares  on the  Redemption  Notice  Date (the
         "Redemption Price").

                  In the  Redemption  Notice,  the Holder may elect (a  "Tremont
         Share Election") to receive as part of the Redemption Price such number
         of shares of the common  stock,  par value $1.00 per share,  of Tremont
         Corporation, a Delaware Corporation (the "Tremont Common Stock"), equal
         to the product of 1,000 and the number of Redemption Shares.

                  After a Redemption Notice Date but before the Redemption Date,
         the board of  directors  shall  determine in good faith and in its best
         business  judgment the Redemption  Price. In determining the Redemption
         Price,  the board of directors shall value each share of Tremont Common
         Stock held by the  Corporation  on the  Redemption  Notice  Date at the
         volume weighted  average sales price of a share of Tremont Common Stock
         as  reported  on the New York  Stock  Exchange  composite  transactions
         reporting  system for the ten  trading  days  ending on the  Redemption
         Notice  Date,  if  such  date is a  trading  day,  and if  not,  on the
         immediately prior trading day (the "Tremont Common Stock Value").

                  If the Holder does not make a Tremont Share  Election,  on the
         Redemption Date the Corporation may pay the Redemption  Price, in whole
         or in part, in cash,  shares of Tremont Common Stock or other property,
         which other  property the board of directors  shall value in good faith
         and in its best business judgment. In determining the fair market value
         of securities traded on an exchange that are used to pay the Redemption
         Price,  the board of  directors  shall value each such  security on the
         Redemption  Notice Date at the volume  weighted  average sales price of
         such  security  as  reported  on the  applicable  exchange  for the ten
         trading days ending on the  Redemption  Notice Date,  if such date is a
         trading day, and if not, on the immediately prior trading day.

                  If shares of Tremont  Common Stock are used to pay all or part
         of the Redemption Price, on the Redemption Date:

                           (a) if the Tremont Common Stock Value for such shares
                  is less than or equal to the Redemption Price, the Corporation
                  shall  transfer such shares to the Holder and such  additional
                  cash or property in an amount equal in value on the Redemption
                  Notice  Date,  as the board of  directors  determines  in good
                  faith and in its best  business  judgment,  to the excess,  if
                  any, of the  Redemption  Price over the Tremont  Common  Stock
                  Value for such shares;

                           (b) if the Tremont Common Stock Value for such shares
                  is greater than the Redemption  Price,  the Corporation  shall
                  transfer such shares to the Holder and the Holder shall pay in

                                       -2-
<PAGE>

                  cash to the  Corporation  an amount equal to the excess of the
                  Tremont Common Stock Value for such shares over the Redemption
                  Price; and

                           (c) the  Corporation  shall  deliver  to the holder a
                  stock  certificate  representing  the shares of Tremont Common
                  Stock comprising the Redemption  Price  accompanied by a stock
                  power duly endorsed in blank and the holder shall acquire good
                  and  marketable  title to such  shares  free and  clear of any
                  liens,   encumbrances,    security   interests,    restrictive
                  agreements,  claims or imperfections of any nature whatsoever,
                  other than  restrictions  on  transfer  imposed by  applicable
                  securities laws.

                  On the  Redemption  Date,  the  Holder  shall  deliver  to the
         Corporation a stock  certificate  representing  the  Redemption  Shares
         accompanied by a stock power duly endorsed in blank and the Corporation
         shall acquire good and  marketable  title to such shares free and clear
         of any liens, encumbrances, security interests, restrictive agreements,
         claims  or   imperfections  of  any  nature   whatsoever,   other  than
         restrictions on transfer imposed by applicable securities laws.

                  After the Redemption  Notice Date, the Redemption Shares shall
         not be  deemed  to be  outstanding  and the  Holder  will  only  hold a
         contractual right from the Corporation to receive the Redemption Price.

                  Section 5. Protective  Provision.  The  Corporation  shall not
         amend this Article IV without  obtaining the approval of the holders of
         90% of the outstanding shares of Common Stock.

                  Section 6. Record Holders.  The Corporation  shall be entitled
         to treat the person in whose name any share of its stock is  registered
         as the  owner  thereof  for all  purposes  and  shall  not be  bound to
         recognize  any  equitable or other claim to, or interest in, such share
         on the part of any other person,  whether or not the Corporation  shall
         have notice thereof, except as expressly provided by applicable law.

                                   ARTICLE V.
                                    EXISTENCE

         The Corporation is to have perpetual existence.

                                   ARTICLE VI.
                                     BYLAWS

         In  furtherance  and  not in  limitation  of the  powers  conferred  by
statute,  the board of  directors  is expressly  authorized  to adopt,  amend or
repeal the bylaws or adopt new bylaws.

                                       -3-
<PAGE>

                                  ARTICLE VII.
                            MEETINGS OF STOCKHOLDERS
                              BOOKS OF CORPORATION
                              ELECTION OF DIRECTORS

         Meetings  of  stockholders  may be held  within or without the state of
Delaware,  as the  bylaws  of the  Corporation  may  provide.  The  books of the
Corporation may be kept outside the state of Delaware at such place or places as
may be  designated  from time to time by the board of directors or in the bylaws
of the Corporation.  Election of directors need not by written ballot unless the
bylaws of the Corporation so provide.

                                  ARTICLE VIII.
                               BOARD OF DIRECTORS

         The number of  directors  constituting  the board of  directors  of the
Corporation  shall be five.  The  Corporation  shall not  change  the  number of
directors on the board of  directors  from five members  without  obtaining  the
approval of the holders of 90% of the outstanding shares of Common Stock.

         The name and  address  of each of the  persons  to serve as a  director
until the first annual  meeting of the  stockholders  or until his successor has
been duly elected and  qualified or his earlier  resignation,  removal or death,
is:

           Name                                     Mailing Address
-------------------------               ----------------------------------------

Harold C. Simmons                       Three Lincoln Centre
                                        5430 LBJ Freeway, Suite 1700
                                        Dallas, Texas   75240-2697

Glenn R. Simmons                        Three Lincoln Centre
                                        5430 LBJ Freeway, Suite 1700
                                        Dallas, Texas   75240-2697

Steven L. Watson                        Three Lincoln Centre
                                        5430 LBJ Freeway, Suite 1700
                                        Dallas, Texas   75240-2697

William J. Lindquist                    Three Lincoln Centre
                                        5430 LBJ Freeway, Suite 1700
                                        Dallas, Texas   75240-2697

J. Landis Martin                        1999 Broadway, Suite 4300
                                        Denver, Colorado   80202

                                       -4-
<PAGE>

                                   ARTICLE IX.
                                 INDEMNIFICATION

         The  Corporation  shall,  to  the  fullest  extent  permitted  by  law,
indemnify any and all officers and directors of the Corporation, and may, to the
fullest extent permitted by law or to such lesser extent as is determined in the
discretion  of the board of  directors,  indemnify  all other  persons  from and
against all expenses,  liabilities or other matters and advance  expenses to all
persons whom it shall have the power to indemnify.

                                   ARTICLE X.
                               DIRECTOR LIABILITY

         A director of the  Corporation  shall not be  personally  liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for such  liability as is  expressly  not subject to
limitation under the Delaware General Corporation Law, as the same exists or may
hereafter be amended to further limit or eliminate such liability. Any repeal or
modification of this ARTICLE by the  stockholders  of the Corporation  shall not
adversely  affect  any right or  protection  of a  director  of the  Corporation
existing at the time of such repeal or modification.

                                   ARTICLE XI.
                          CERTAIN BUSINESS COMBINATIONS

         The Corporation  expressly  elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.

                                  ARTICLE XII.
                   SETTLEMENTS WITH CREDITORS OR STOCKHOLDERS

         Whenever  a  compromise  or   arrangement   is  proposed   between  the
Corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the state of Delaware may, on the  application in a summary
way of the  Corporation  or of any  creditor  or  stockholder  thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed  for the
Corporation  under the provisions of Section 279 of Title 8 of the Delaware Code
order  a  meeting  of  the  creditors  or  class  of  creditors,  and/or  of the
stockholders or class of stockholders of the Corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  in value of the  creditors  or class of  creditors,
and/or of the stockholders or class of stockholders of the  Corporation,  as the
case may be, agree to any compromise or arrangement and to any reorganization of
the  Corporation as a consequence of such  compromise or  arrangement,  the said
compromise or arrangement  and said  reorganization  shall, if sanctioned by the
court to which the said  application  has been made, be binding on all creditors
or class of creditors,  and/or on all the stockholders or class of stockholders,
of the Corporation, as the case may be, and also on the Corporation.

                                       -5-
<PAGE>

                                  ARTICLE XIII.
                                    AMENDMENT

         The Corporation shall have the right, subject to any express provisions
or restrictions  contained in this certificate of incorporation or bylaws of the
Corporation,  from time to time, to amend this  certificate of  incorporation or
any  provision  thereof in any manner now or hereafter  provided by law, and all
rights and powers of any kind  conferred  upon a director or  stockholder of the
Corporation by this certificate of  incorporation  or any amendment  thereof are
conferred subject to such right.

                                  ARTICLE XIV.
                                  INCORPORATOR

         The  name  and  mailing  address  of  the  sole   incorporator  of  the
Corporation is A. Andrew R. Louis, Three Lincoln Centre, 5430 LBJ Freeway, Suite
1700, Dallas, Texas 75240-2697.

         THE UNDERSIGNED,  being the sole  incorporator of the Corporation,  for
the purpose of forming a corporation  pursuant to the General Corporation Law of
the state of Delaware,  does make this  certificate to acknowledge,  declare and
certify that this certificate of incorporation is his act and deed and the facts
stated in this certificate of incorporation  are true, and accordingly  executes
this certificate of incorporation this 21st day of December, 2000.



                                       /s/ A. Andrew R. Louis
                                       -------------------------------------
                                       A. Andrew R. Louis, Sole Incorporator



                                       -6-
<PAGE>



                                    EXHIBIT B

                                     BYLAWS

                                       OF

                               TREMONT GROUP, INC.
                             a Delaware Corporation
                       (Incorporated on December 21, 2000)

                             As of December 31, 2000


<PAGE>




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                                TABLE OF CONTENTS

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TABLE OF CONTENTS.................................................................................................i
ARTICLE I.  REGISTERED AGENT AND OFFICES..........................................................................1
         Section 1.1.  Registered Agent and Office................................................................1
         Section 1.2.  Other Offices..............................................................................1
ARTICLE II.  MEETINGS OF STOCKHOLDERS.............................................................................1
         Section 2.1.  Place and Time of Meetings.................................................................1
         Section 2.2.  Notice.....................................................................................1
         Section 2.3.  List of Stockholders.......................................................................1
         Section 2.4.  Quorum.....................................................................................1
         Section 2.5.  Proxies....................................................................................2
         Section 2.6.  Order of Business..........................................................................2
         Section 2.7.  Appointment of Inspectors of Election......................................................2
         Section 2.8.  Informal Action............................................................................2
         Section 2.9.  Fixing A Record Date.......................................................................3
         Section 2.10.  Telephone Meetings........................................................................4
         Section 2.11.  Minutes...................................................................................4
ARTICLE III.  DIRECTORS...........................................................................................4
         Section 3.1.  Number, Qualifications and Term of Office..................................................4
         Section 3.2.  Removals...................................................................................4
         Section 3.3.  Vacancies..................................................................................4
         Section 3.4.  Annual Meeting.............................................................................4
         Section 3.5.  Other Meetings and Notice..................................................................4
         Section 3.6.  Quorum.....................................................................................4
         Section 3.7.  Committees.................................................................................4
         Section 3.8.  Committee Rules............................................................................5
         Section 3.9.  Telephonic Meetings........................................................................5
         Section 3.10.  Presumption of Assent.....................................................................5
         Section 3.11.  Informal Action...........................................................................5
         Section 3.12.  Compensation..............................................................................5
         Section 3.13.  Minutes...................................................................................5
ARTICLE IV.  OFFICERS.............................................................................................5
         Section 4.1.  Number.....................................................................................5
         Section 4.2.  Election and Term of Office................................................................5
         Section 4.3.  The Chairman of the Board..................................................................6
         Section 4.4.  The Vice Chairman of the Board.............................................................6
         Section 4.5.  The President..............................................................................6
         Section 4.6.  Vice Presidents............................................................................6
         Section 4.7.  The Secretary and Assistant Secretary......................................................6
         Section 4.8.  The Treasurer and Assistant Treasurer......................................................7
         Section 4.9.  Vacancies..................................................................................7
         Section 4.10.  Other Officers, Assistant Officers and Agents.............................................7
ARTICLE V.  INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND OTHERS.......................................7
         Section 5.1.  Indemnification............................................................................7
         Section 5.2.  Advancement of Expenses....................................................................7
         Section 5.3.  Expenses of Contested Indemnification Claims...............................................8
         Section 5.4.  Indemnification Not Exclusive..............................................................8
         Section 5.5.  Survival of Indemnification and Advancement of Expenses....................................8

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         Section 5.6.  Permissive Indemnification of Employees, Agents and Others.................................8
         Section 5.7.  Contract Right.............................................................................8
         Section 5.8.  Insurance..................................................................................8
         Section 5.9.  Certain References Under Article V.........................................................8
ARTICLE VI.  CERTIFICATES OF STOCK................................................................................8
         Section 6.1.  Form.......................................................................................8
         Section 6.2.  Transfers..................................................................................9
         Section 6.3.  Lost or Destroyed Certificates.............................................................9
         Section 6.4.  Registered Stockholders....................................................................9
ARTICLE VII.  CERTAIN BUSINESS COMBINATIONS.......................................................................9
ARTICLE VIII. GENERAL PROVISIONS..................................................................................9
         Section 8.1.  Dividends..................................................................................9
         Section 8.2.  Moneys.....................................................................................9
ARTICLE IX.  NOTICES..............................................................................................9
         Section 9.1.  General....................................................................................9
         Section 9.2.  Waivers...................................................................................10
         Section 9.3.  Attendance as Waiver......................................................................10
         Section 9.4.  Omission of Notice to Stockholders........................................................10

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                                     BYLAWS

                                       OF

                               TREMONT GROUP, INC.
                             a Delaware Corporation
                       (Incorporated on December 21, 2000)

                             As of December 31, 2000

--------------------------------------------------------------------------------

                                   ARTICLE I.
                          REGISTERED AGENT AND OFFICES

         Section 1.1.  Registered  Agent and Office.  The  registered  agent and
office of the  corporation  shall be such  person or entity and  located at such
place  within the state of Delaware as the board of  directors  may from time to
time determine.

         Section 1.2. Other Offices.  The  corporation  may also have offices at
such  other  places,  both  within and  without  the state of  Delaware,  as the
corporation's board of directors may from time to time determine or the business
of the corporation may require.

                                   ARTICLE II.
                            MEETINGS OF STOCKHOLDERS

         Section  2.1.  Place  and  Time  of  Meetings.   All  meetings  of  the
stockholders  shall be held on such date and at such time and  place,  within or
without the state of Delaware,  as shall be determined from time to time, by the
board of directors.  The place at which a meeting of stockholders  shall be held
shall be stated in the notice and call of the meeting or a duly executed  waiver
of  notice  thereof.  Special  meetings  of  stockholders  may be  called by the
chairman of the board,  the president,  the board of directors or the holders of
at least ten percent of the shares of the corporation  that would be entitled to
vote at such a meeting.

         Section 2.2. Notice.  Notice of the time and place of an annual meeting
of  stockholders  and notice of the time,  place and  purpose or  purposes  of a
special meeting of the stockholders shall be given by mailing written or printed
notice of the same not less than ten,  nor more than  sixty,  days  prior to the
meeting,  with postage prepaid, to each stockholder of record of the corporation
entitled to vote at such meeting,  and addressed to the stockholder's last known
post office  address or to the address  appearing on the corporate  books of the
corporation.

         Section 2.3. List of  Stockholders.  The officer or agent having charge
of the stock  transfer  books of the  corporation  shall make, at least ten days
before every meeting of the  stockholders,  a complete list of the  stockholders
entitled to vote at such meeting arranged in alphabetical order,  specifying the
address of and the number of shares  registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days  prior to the  meeting,  either at a place  within  the city  where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting or, if not so  specified,  at the place where the meeting is to be held.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time  thereof and may be inspected  by any  stockholder  who is
present.  The original stock transfer books shall be the only evidence as to who
are the  stockholders  entitled to examine such list or transfer book or to vote
at any such meeting of stockholders.

         Section 2.4. Quorum. The holders of a majority of the votes entitled to
be cast at any meeting of  stockholders,  counted as a single  class if there be
more than one class of stock entitled to vote at such meeting, present in person
or represented by proxy, shall constitute a quorum at all meetings of the

<PAGE>

stockholders  except as otherwise  provided by statute or by the  certificate of
incorporation.  Once a quorum is present at a meeting of the  stockholders,  the
stockholders  represented  in person or by proxy at the meeting may conduct such
business as may be properly  brought  before the meeting  until it is adjourned,
and the subsequent withdrawal from the meeting by any stockholder or the refusal
of any  stockholder  represented  in person or by proxy to vote shall not affect
the presence of a quorum at the meeting. If a quorum is not present, the holders
of the shares  present in person or  represented  by proxy at the  meeting,  and
entitled to vote thereat,  shall have the power, by the affirmative  vote of the
holders of a majority of such  shares,  to adjourn  the meeting to another  time
and/or place.  Unless the  adjournment  is for more than thirty days or unless a
new record date is set for the  adjourned  meeting,  no notice of the  adjourned
meeting need be given to any stockholder provided that the time and place of the
adjourned  meeting were  announced at the meeting at which the  adjournment  was
taken.  At the adjourned  meeting the corporation may transact any business that
might have been transacted at the original meeting.

         Section 2.5. Proxies. Each stockholder entitled to vote at a meeting of
stockholders  or to express  consent or dissent to  corporate  action in writing
without a meeting  may  authorize  another  person or  persons to act for him by
proxy. A telegram,  telex, cablegram or similar transmission by the stockholder,
or a photographic,  photostatic,  facsimile or similar reproduction of a writing
executed  by the  stockholder  shall be treated as an  execution  in writing for
purposes  of this  section.  No proxy  shall be valid after three years from the
date of its execution unless otherwise  provided in the proxy.  Each proxy shall
be  revocable  unless  the proxy  form  conspicuously  states  that the proxy is
irrevocable and the proxy is coupled with an interest.

         Section  2.6.  Order of  Business.  The order of  business at each such
stockholders  meeting shall be as determined by the chairman of the meeting. One
of the  following  persons,  in the order in which they are  listed  (and in the
absence of the first,  the next,  and so on),  shall  serve as  chairman  of the
meeting: the chairman of the board, vice chairman of the board, president,  vice
presidents (in the order of their seniority if more than one) and secretary. The
chairman of the meeting  shall have the right and  authority to  prescribe  such
rules,  regulations  and  procedures  and to do all such acts and  things as are
necessary or desirable for the proper conduct of the meeting, including, without
limitation,  the  establishment  of procedures for the  maintenance of order and
safety, limitations on the time allotted to questions or comments on the affairs
of the  corporation,  restrictions  on  entry  to such  meeting  after  the time
prescribed  for the  commencement  thereof,  and the  opening and closing of the
voting polls.

         Section  2.7.  Appointment  of  Inspectors  of  Election.  The board of
directors shall appoint one or more inspectors of election ("inspectors") to act
at such meeting or any  adjournment or  postponement  thereof and make a written
report  thereof.  The board of directors  may  designate  one or more persons as
alternate  inspectors to replace any inspector who fails to act. If no inspector
or alternate is so appointed or if no inspector or alternate is able to act, the
chairman  of the  board  shall  appoint  one or more  inspectors  to act at such
meeting.  Each  inspector,  before  entering  upon the  discharge  of his or her
duties,  shall  take  and sign an oath  faithfully  to  execute  the  duties  of
inspector  with  strict  impartiality  and  according  to the best of his or her
ability.  The  inspectors  may  be  directors,  officers  or  employees  of  the
corporation.

         Section 2.8.  Informal Action.

                  (a) Any action to be taken at a meeting  of the  stockholders,
         may be taken without a meeting,  without  prior  notice,  and without a
         vote, if a consent or consents in writing,  setting forth the action so
         taken,  shall be signed by the holder or  holders of shares  having not
         less than the minimum  number of votes that would be  necessary to take
         such action at a meeting at which the holders of all shares entitled to
         vote on the action were present and voted.

                  (b) Every written consent of the  stockholders  shall bear the
         date of signature of each stockholder who signs the consent. No written
         consent  shall be  effective  to take the action that is the subject of
         the consent  unless,  within  sixty days after the date of the earliest
         dated consent delivered to the corporation as provided below, a consent
         or consents  signed by the holder or holders of shares  having not less
         than the minimum number of votes that would be necessary to take the


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<PAGE>

         action  that  is  the  subject  of the  consent  are  delivered  to the
         corporation by delivery to its registered  office,  its principal place
         of business,  or an officer or agent of the corporation  having custody
         of the books in which  proceedings of meetings of the  stockholders are
         recorded.  Such  delivery  shall  be made by  hand or by  certified  or
         registered mail, return receipt requested,  and in the case of delivery
         to the corporation's principal place of business, shall be addressed to
         the president of the corporation.

                  (c) A telegram,  telex, cablegram or similar transmission by a
         stockholder, or a photographic, photostatic, facsimile or other similar
         reproduction of a writing signed by a stockholder, shall be regarded as
         signed by the stockholder for the purposes of this section.

                  (d) Prompt notice of the taking of any action by  stockholders
         without a meeting by less than unanimous written consent shall be given
         to those  stockholders who did not consent in writing to the action and
         who,  if the  action  had been  taken at a  meeting,  would  have  been
         entitled to notice of the  meeting if the record date for such  meeting
         had been the date that written  consents signed by a sufficient  number
         of holders to take the action were delivered to the corporation.

         Section 2.9. Fixing A Record Date.

                  (a)  In  order  that  the   corporation   may   determine  the
         stockholders  entitled  to  notice  of or to  vote  at any  meeting  of
         stockholders or any adjournment thereof, the board or directors may fix
         a record date,  which record date shall not precede the date upon which
         the  resolution  fixing  the  record  date is  adopted  by the board of
         directors,  and which record date shall not be more than sixty nor less
         than ten days before the date of such meeting. If no record is fixed by
         the board of directors,  the record date for  determining  stockholders
         entitled to notice of or to vote at a meeting of stockholders  shall be
         at the close of  business  on the day next  preceding  the day on which
         notice is given,  or if notice is waived,  at the close of  business on
         the day  next  preceding  the day on  which  the  meeting  is  held.  A
         determination  of  stockholders  of record  entitled to notice of or to
         vote at a meeting of stockholders shall apply to any adjournment of the
         meeting; providing,  however, that the board of directors may fix a new
         record date for the adjourned meeting.

                  (b)  In  order  that  the   corporation   may   determine  the
         stockholders entitled to consent to corporate action in writing without
         a meeting,  the board of directors may fix a record date,  which record
         date shall not  precede the date upon which the  resolution  fixing the
         record date is adopted by the board of directors,  and which date shall
         not be more  than ten days  after the date  upon  which the  resolution
         fixing the record  date is  adopted  by the board of  directors.  If no
         record date has been fixed by the board of  directors,  the record date
         for determining stockholders entitled to consent to corporate action in
         writing  without  a  meeting,  when no  prior  action  by the  board of
         directors is required by this chapter, shall be the first date on which
         a signed written  consent setting forth the action taken or proposed to
         be taken is delivered to the  corporation by delivery to its registered
         office in this State, its principal place of business, or an officer or
         agent  of  the  corporation   having  custody  of  the  book  in  which
         proceedings of meetings of stockholders are recorded.  Delivery made to
         a corporation's  registered  office shall be by hand or by certified or
         registered mail, return receipt  requested.  If no record date has been
         fixed by the  board of  directors  and  prior  action  by the  board of
         directors is required by this chapter,  the record date for determining
         stockholders entitled to consent to corporate action in writing without
         a  meeting  shall be at the close of  business  on the day on which the
         board of directors adopts the resolution taking such prior action.

                  (c)  In  order  that  the   corporation   may   determine  the
         stockholders  entitled  to  receive  payment of any  dividend  or other
         distribution or allotment of any rights or the stockholders entitled to
         exercise any rights in respect of any change, conversion or exchange of
         stock,  or for the  purpose of any other  lawful  action,  the board of
         directors  may fix a record  date,  which record date shall not precede
         the date upon which the  resolution  fixing the record date is adopted,
         and which  record  date shall be not more than sixty days prior to such
         action.  If no record date is fixed,  the record  date for  determining
         stockholders  for any such purpose shall be at the close of business on
         the day on which the board of directors adopts the resolution  relating
         thereto.


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<PAGE>

         Section 2.10.  Telephone Meetings.  Stockholders may participate in and
hold a  meeting  by means  of  conference  telephone  or  similar  communication
equipment  by means of which all persons  participating  in the meeting can hear
each other.  Participation in such a meeting shall constitute presence in person
at the  meeting,  except  where a person  participates  in the  meeting  for the
express  purpose of objecting to the  transaction  of any business on the ground
that the meeting is not lawfully called or convened.

         Section 2.11.  Minutes.  The stockholders shall keep regular minutes of
their  proceedings,  and such minutes  shall be placed in the minute book of the
corporation.

                                  ARTICLE III.
                                    DIRECTORS

         Section 3.1. Number,  Qualifications  and Term of Office.  The business
and  affairs  of the  corporation  shall  be  managed  by a board  of  directors
consisting of five members. Each director shall be elected at the annual meeting
of the  stockholders,  except as  provided  in Section  3.3,  and each  director
elected  shall hold office  until the next annual  meeting of  stockholders  and
until his or her  successor  is duly  elected and  qualified or until his or her
earlier death, resignation or removal.

         Section 3.2. Removals. Subject to the preferential voting rights of the
holders  of  preferred  stock  or  any  other  class  of  capital  stock  of the
corporation or any series of any of the foregoing that is then outstanding, each
director  may be removed  from office at any time by the  stockholders,  with or
without cause, by the affirmative  vote of the holders of at least a majority of
the voting  power of all of the shares of the  corporation  entitled to vote for
the election of such director.

         Section 3.3.  Vacancies.  Subject to the preferential  voting rights of
the  holders  of  preferred  stock or any other  class of  capital  stock of the
corporation or any series of any of the foregoing that is then  outstanding  and
except as otherwise  required by law, all  vacancies in the board of  directors,
whether caused by resignation,  death or otherwise,  may be filled by a majority
of the remaining  directors  though less than a quorum.  Each director so chosen
shall hold office for the unexpired term of his or her predecessor and until his
or her  successor is elected and  qualified  or until his or her earlier  death,
resignation or removal.

         Section  3.4.  Annual  Meeting.  The  annual  meeting  of the  board of
directors may be held without  notice  immediately  after the annual  meeting of
stockholders  at  the  location  of  the  stockholders'  meeting.  If  not  held
immediately after the annual meeting of the stockholders,  the annual meeting of
the board of directors shall be held as soon thereafter as may be convenient.

         Section 3.5. Other Meetings and Notice.  Regular  meetings of the board
of directors may be held without  notice at such time and at such place as shall
from time to time be determined by the board of directors.  Special  meetings of
the board of directors may be called by or at the request of the chairman of the
board or the  president  and shall be called by the chairman of the board on the
written request of a majority of directors, in each case on at least twenty-four
hours notice to each director.

         Section 3.6.  Quorum. A majority of the total number of directors shall
be  necessary  at all meetings to  constitute  a quorum for the  transaction  of
business.  If a quorum  shall  not be  present  at any  meeting  of the board of
directors,  the directors  present  thereat may adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present.  At such adjourned meeting at which a quorum shall be present,
any business may be transacted that might have been transacted at the meeting as
originally notified and called.

         Section 3.7. Committees. Standing or temporary committees consisting of
one or more  directors  of the  corporation  may be  appointed  by the  board of
directors  from time to time,  and the board of directors  may from time to time
invest  such  committees  with  such  powers  as it  may  see  fit,  subject  to


                                       -4-
<PAGE>

limitations  imposed by statute and such  conditions as may be prescribed by the
board of directors. An executive committee may be appointed by resolution passed
by a majority of the entire  board of  directors  and if appointed it shall have
all the powers provided by statute,  except as specially limited by the board of
directors.  All  committees  so  appointed  shall  keep  regular  minutes of the
transactions of their meetings and shall cause them to be recorded in books kept
for that purpose in the office of the corporation,  and shall report the same to
the board of directors at its next meeting. The board of directors may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified  member at any meeting of the committee.  The board shall
have the power at any time to change the  membership of, to increase or decrease
the  membership  of, to fill all  vacancies in and to discharge any committee of
the board, or any member thereof, either with or without cause.

         Section 3.8.  Committee Rules. Each committee of the board of directors
may fix its own rules of  procedure  and shall hold its  meetings as provided by
such rules,  except as may otherwise be provided by the  resolution of the board
of directors  designating  such  committee,  but in all cases the presence of at
least a  majority  of the  members  of such  committee  shall  be  necessary  to
constitute a quorum.

         Section 3.9. Telephonic Meetings.  Members of the board of directors or
any  committee  designated  by the board of  directors  may  participate  in any
meeting of the board of  directors  or such  committee  by means of a conference
telephone  or other  communications  equipment  by means  of which  all  persons
participating  in the  meeting  can hear  each  other.  Participation  in such a
meeting shall constitute presence in person at such meeting.

         Section 3.10.  Presumption of Assent. A director of the corporation who
is present at a meeting of the board of  directors or any  committee  thereof at
which action on any  corporate  matter is taken shall be deemed to have assented
to the action taken unless his or her dissent shall be entered in the minutes of
the  meeting or unless he or she shall file his or her  written  dissent to such
action  with the  person  acting as the  secretary  of the  meeting  before  the
adjournment  thereof or shall  forward  such dissent by  registered  mail to the
secretary of the corporation  immediately  after the adjournment of the meeting.
Such right to dissent  shall not apply to a director  who voted in favor of such
action.

         Section 3.11.  Informal Action.  Any action required or permitted to be
taken at any meeting of the board of directors or of any  committee  thereof may
be taken  without a meeting  if all  members of the board of  directors  or such
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings of the board of directors or
committee.  Action  taken  pursuant  to such  written  consent  of the  board of
directors or of any committee thereof shall have the same force and effect as if
taken by the  board of  directors  or the  committee,  as the case may be,  at a
meeting thereof.

         Section  3.12.  Compensation.  The board of  directors  shall  have the
authority to fix the compensation of directors.

         Section  3.13.  Minutes.  The board of  directors  shall  keep  regular
minutes of its proceedings,  and such minutes shall be placed in the minute book
of the corporation.

                                   ARTICLE IV.
                                    OFFICERS

         Section  4.1.  Number.  The  officers  of the  corporation  shall  be a
chairman of the board,  a vice chairman of the board,  a president,  one or more
vice presidents, a secretary, a treasurer, and such other officers and assistant
officers as the board of directors may, by resolution,  appoint. Any two or more
offices  may be held  by the  same  person.  In its  discretion,  the  board  of
directors  may  choose  not to fill any  office  for any  period  as it may deem
advisable, except the offices of president and secretary.

         Section  4.2.  Election  and  Term  of  Office.  The  officers  of  the
corporation  shall be elected  annually by the board of  directors at the annual
meeting of the board of directors. If the election of officers shall not be held


                                       -5-
<PAGE>

at such  meeting,  such  election  shall  be held as soon  thereafter  as may be
convenient.  Each officer shall hold office until the next annual meeting of the
board of directors  and until his or her successor is duly elected and qualified
or until  his or her  earlier  death,  resignation  or  removal  as  hereinafter
provided.

         Section 4.3. The Chairman of the Board. The chairman of the board shall
preside at all meetings of the  stockholders  and directors.  He or she shall be
the chief executive officer of the corporation and shall have general and active
management  of the  business of the  corporation,  shall see that all orders and
resolutions of the board of directors are carried into effect and, in connection
therewith,  shall be  authorized  to delegate to the vice chairman of the board,
president and other officers such of his or her powers and duties as chairman of
the board at such time and in such manner as he or she may deem to be advisable.
The  chairman  of the  board  shall  be an ex  officio  member  of all  standing
committees  and he or she shall  have such  other  powers and duties as may from
time to time be assigned by the board of directors.

         The  chairman  of  the  board  may,  from  time  to  time,  appoint  an
attorney-in-fact or attorneys-in-fact, or an agent or agents, of the corporation
in the name and on behalf of the  corporation to cast as a  stockholder,  in any
other corporation, any of the securities that may be held by the corporation, at
meetings of the holders of such securities of such corporation, or to consent in
writing to any such action by any such other  corporation,  and may instruct the
person or persons  so  appointed  as to the manner of casting  such votes or the
giving of any  consent,  or may execute or cause to be executed on behalf of the
corporation  and under its  corporate  seal or otherwise  such written  proxies,
consents,  waivers,  or other  instruments  as he or she may deem  necessary  or
proper, or he or she may attend any meeting of the holders of such securities of
any such other  corporation and thereat vote or exercise any or all other powers
of the corporation as the holder of such securities of such corporation.

         Section 4.4. The Vice  Chairman of the Board.  The vice chairman of the
board shall be the  corporation's  executive  officer  next in  authority to the
chairman of the board.  The vice chairman of the board shall assist the chairman
of the board in the management of the business of the  corporation,  and, in the
absence  or  disability  of the  chairman  of the  board,  shall  preside at all
meetings of the  stockholders  and the board of directors and exercise the other
powers and perform the other  duties of the  chairman of the board or  designate
the  executive  officers of the  corporation  by whom such other powers shall be
exercised and other duties performed. The vice chairman of the board shall be an
ex officio member of all standing committees and he or she shall have such other
powers and duties as may from time to time be assigned by the board of directors
or by the chairman of the board. In addition to the foregoing, the vice chairman
of the board shall have such other  powers,  duties and  authority as may be set
forth elsewhere in these bylaws.

         Section 4.5. The President.  The president  shall be the  corporation's
executive  officer next in authority to the vice chairman of the board and shall
be its chief  operating  officer  unless  otherwise  determined  by the board of
directors.  The  president  shall  assist  the  chairman  of  the  board  in the
management of the business of the corporation, and, in the absence or disability
of the chairman of the board and the vice  chairman of the board,  shall preside
at all meetings of the  stockholders and the board of directors and exercise the
other  powers  and  perform  the other  duties of the  chairman  of the board or
designate the executive  officers of the  corporation  by whom such other powers
shall be exercised  and other duties  performed.  The  president  shall be an ex
officio  member of all standing  committees  and he or she shall have such other
powers and duties as may from time to time be assigned by the board of directors
or by the chairman of the board.  In addition to the  foregoing,  the  president
shall  have  such  other  powers,  duties,  and  authority  as may be set  forth
elsewhere in these bylaws.  If the board of directors  does not elect a chairman
or vice  chairman  of the board,  the  president  shall also have the duties and
responsibilities,  and  exercise  all  functions,  of the  chairman and the vice
chairman of the board as provided in these bylaws.

         Section  4.6.  Vice  Presidents.  Each vice  president  shall have such
powers and  discharge  such duties as may be  assigned  from time to time by the
chairman of the board.  During the absence or disability of the  president,  one
such vice president,  when designated by the board of directors,  shall exercise
all the functions of the president.

         Section 4.7. The Secretary and  Assistant  Secretary.  The secretary or
the chairman of the board shall issue  notices for all  meetings.  The secretary
shall  keep  minutes  of all  meetings,  shall  have  charge of the seal and the


                                       -6-
<PAGE>

corporate books and shall make such reports and perform such other duties as are
incident to the office,  and perform  such other duties  designated  or properly
required by the chairman of the board.  The assistant  secretary shall be vested
with the same  powers  and duties as the  secretary,  and any act may be done or
duty  performed,  by the assistant  secretary with like effect as though done or
performed by the secretary. The assistant secretary shall have such other powers
and perform such other duties as may be assigned by the chairman of the board.

         Section 4.8. The Treasurer and Assistant Treasurer. The treasurer shall
have the custody of all moneys and securities of the  corporation and shall keep
regular books of account.  He or she shall disburse the funds of the corporation
in payment of just demands against the corporation,  or as may be ordered by the
chairman of the board or by the board of directors,  taking proper  vouchers for
such disbursements, and shall render to the board of directors from time to time
as may be required of him or her, an account of all  transactions  as  treasurer
and of the financial  condition of the corporation.  The treasurer shall perform
all duties incident to the office,  and perform such other duties  designated or
properly required by the chairman of the board. The assistant treasurer shall be
vested  with the same  powers  and duties as the  treasurer,  and any act may be
done, or duty  performed by the assistant  treasurer  with like effect as though
done or performed by the  treasurer.  The  assistant  treasurer  shall have such
other powers and perform such other duties as may be assigned by the chairman of
the board.

         Section 4.9. Vacancies.  Vacancies in any office arising from any cause
may be filled by the  directors  for the  unexpired  portion  of the term with a
majority  vote of the  directors  then in office.  In the case of the absence or
inability  to act of any  officer of the  corporation  and of any person  herein
authorized  to act in his or her place,  the board of directors may from time to
time  delegate the powers or duties of such officer to any other  officer or any
director or other person whom it may select.

         Section 4.10. Other Officers,  Assistant Officers and Agents. Officers,
assistant  officers,  and  agents,  if any,  other than those  whose  duties are
provided for in these  bylaws shall hold their  offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the board of directors. Unless the board of directors decides otherwise,
if an officer title is one commonly used for officers of a business  corporation
formed under the Delaware  General  Corporation  Law or any successor or similar
statute,  the  assignment of such title shall  constitute the delegation to such
officer of the  authority  and duties  that are  normally  associated  with that
office,  subject to any specific delegation of authority and duties made to such
officer by the board of directors.

                                   ARTICLE V.
         INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND OTHERS

         Section  5.1.  Indemnification.  To the  fullest  extent  permitted  by
Delaware law the corporation shall, indemnify any and all officers and directors
of the corporation,  from and against all expenses (including  attorneys' fees),
liabilities or other matters  arising out of their status as such or their acts,
omissions or services  rendered by such persons in such  capacities or otherwise
while serving at the request of the corporation.  Unless specifically  addressed
in a repeal or amendment of Delaware law with regard to a corporation's  ability
to  indemnify  its  officers and  directors,  no such repeal or amendment  shall
adversely affect any  indemnification  rights of any person existing at the time
of such repeal or amendment.

         Section 5.2.  Advancement of Expenses.  Reasonable  expenses (including
attorneys'  fees) incurred by a director or officer who was, is or is threatened
to be made a named  defendant or  respondent in a proceeding by reason of his or
her status as a director or officer of the  corporation or services  rendered by
such persons in such  capacities or otherwise at the request of the  corporation
or incurred by a director or officer for  prosecuting  a claim under Section 5.3
shall be paid by the  corporation  in advance of the final  disposition  of such
proceeding  upon receipt of a written  affirmation by the director or officer of
his or her good  faith  belief  that he or she has met the  standard  of conduct
necessary for  indemnification  and a written undertaking by or on behalf of the
director or officer to repay such amount if it shall  ultimately  be  determined
that  he or  she  is not  entitled  to be  indemnified  by  the  corporation  as
authorized in this Article.


                                       -7-
<PAGE>

         Section  5.3.  Expenses  of  Contested  Indemnification  Claims.  If  a
claimant  makes a claim  on the  corporation  under  Section  5.1 or 5.2 and the
corporation  does not pay such  claim in full  within  thirty  days after it has
received such written claim,  the claimant may at any time thereafter bring suit
against  the  corporation  to  recover  the unpaid  amount of the claim and,  if
successful in whole or in part,  the claimant  shall also be entitled to be paid
the expenses of prosecuting such claim.

         Section 5.4.  Indemnification  Not Exclusive.  The  indemnification and
advancement of expenses  provided by, or granted pursuant to, this Article shall
not  be  deemed   exclusive  of  any  other   rights  to  which  those   seeking
indemnification  or  advancement  of expenses  may be  entitled  under any other
bylaw, agreement,  vote of stockholders or disinterested directors or otherwise,
both as to action in his or her  official  capacity  and as to action in another
capacity while holding such office.

         Section 5.5. Survival of  Indemnification  and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article  shall  continue as to a person who has ceased to be a director
or  officer  and  shall  inure  to the  benefit  of  the  heirs,  executors  and
administrators of such person.

         Section  5.6.  Permissive  Indemnification  of  Employees,  Agents  and
Others.  To the fullest extent of Delaware law, the corporation may grant rights
of  indemnification  and advancement of expenses to any person who is not at the
time a current director or officer of the corporation.

         Section 5.7. Contract Right. Each of the rights of indemnification  and
advancement of expenses  provided by, or granted pursuant to, this Article shall
be a  contract  right and any  repeal or  amendment  of the  provisions  of this
Article shall not adversely  affect any such right of any person existing at the
time of such repeal or amendment  with respect to any act or omission  occurring
prior to the time of such repeal or amendment,  and further,  shall not apply to
any proceeding,  irrespective of when the proceeding is initiated,  arising from
the service of such person prior to such repeal or amendment.

         Section  5.8.  Insurance.  To the fullest  extent of Delaware  law, the
corporation shall have power to purchase and maintain insurance on behalf of any
person,  including one who is or was a director,  officer,  employee or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director, officer, employee or agent of another enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity,  or
arising out of his or her status as such,  whether or not the corporation  would
have the  power  to  indemnify  him or her  against  such  liability  under  the
provisions of this Article.

         Section 5.9.  Certain  References Under Article V. For purposes of this
Article,  references  to "the  corporation,"  "proceeding"  and  "serving at the
request of the corporation"  shall have the meanings given such terms in Section
145 of the Delaware General Corporation Law or any successor or similar statute.

                                   ARTICLE VI.
                              CERTIFICATES OF STOCK

         Section 6.1. Form.  Certificates  of stock shall be issued in numerical
order,  and each  stockholder  shall be entitled to a certificate  signed by the
chairman of the board,  the president or any vice  president and the  secretary,
any assistant secretary, the treasurer or any assistant treasurer, certifying to
the number of shares owned by such stockholder. Where, however, such certificate
is signed by a transfer  agent or an assistant  transfer  agent or by a transfer
clerk acting on behalf of the corporation, and a registrar or by an agent acting
in the dual capacity of transfer agent and  registrar,  the signatures of any of
the  above-named  officers  may be facsimile  signatures.  In the event that any
officer  who has  signed,  or whose  facsimile  signature  has  been  used on, a
certificate  has  ceases  to be an  officer  before  the  certificate  has  been
delivered, such certificate may nevertheless be adopted and issued and delivered
by the  corporation,  as though the  officer  who  signed  such  certificate  or
certificates,  or whose facsimile  signature or signatures  shall have been used
thereon, had not ceased to be such officer of the corporation.


                                       -8-

<PAGE>

         Section 6.2. Transfers.  Transfers of stock shall be made only upon the
transfer books of the corporation or respective  transfer  agents  designated to
transfer the several  classes of stock,  and before a new certificate is issued,
the old certificate shall be surrendered for cancellation.

         Section 6.3. Lost or Destroyed Certificates.  The corporation may issue
a new certificate of stock in place of any certificate theretofore issued by it,
alleged to have been  lost,  stolen or  destroyed,  and the  corporation  shall,
except as otherwise  determined by the board of  directors,  the chairman of the
board, the president,  any vice president or other authorized  officer,  require
the owner of the  lost,  stolen or  destroyed  certificate,  or his or her legal
representative,  to give the  corporation  a bond  sufficient  to  indemnify  it
against any claim that may be made  against it on account of the  alleged  loss,
theft  or  destruction  of any  such  certificate  or the  issuance  of such new
certificate.

         Section 6.4. Registered Stockholders. The corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive  dividends,  and to vote as such  owner,  and to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or  interest in such  shares on the part of another  person,  whether or not the
corporation  shall have  express or other  notice  thereof,  except as otherwise
provided by the laws of the state of Delaware.

                                  ARTICLE VII.
                          CERTAIN BUSINESS COMBINATIONS

         The provision of Section 203 of the Delaware  General  Corporation  Law
shall not apply to the corporation.

         This Article VII shall be amended, altered or repealed only as provided
in Section 203 of the Delaware General Corporation Law.

                                  ARTICLE VIII.
                               GENERAL PROVISIONS

         Section  8.1.  Dividends.  Dividends  upon  the  capital  stock  of the
corporation,  subject  to  any  applicable  provisions  of  the  certificate  of
incorporation,  may be  declared  by the board of  directors  at any  regular or
special meeting,  pursuant to law. Dividends may be paid in cash, in property or
in shares of the capital  stock,  subject to the  applicable  provisions  of the
certificate of incorporation.  Before payment of any dividend,  there may be set
aside out of any funds of the  corporation  available for dividends  such sum or
sums as the directors  from time to time, in their  absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the corporation,  or
for such other purpose as the directors  shall think in the best interest of the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

         Section 8.2. Moneys.  The moneys of the corporation  shall be deposited
in the name of the  corporation  in such bank or banks or trust company or trust
companies as the board of directors shall designate, and shall be drawn out only
by check signed by the chairman of the board or the president and  countersigned
by the secretary,  assistant secretary, treasurer or the assistant treasurer, or
signed  and  countersigned  by such  other  persons  as shall be  designated  by
resolution of the board of directors,  except that the chairman of the board may
designate  one or more  officers  to  transfer  by letter or wire  funds from an
account of the  corporation  in one bank to an account of the  corporation  or a
subsidiary  in  another  bank  and the  chairman  of the  board  shall  have the
authority  on bank  accounts to  designate  that one  signature of an officer or
other person shall be sufficient.

                                   ARTICLE IX.
                                     NOTICES

         Section 9.1.  General.  Whenever the provisions of any statute or these
bylaws require notice to be given to any director, officer or stockholder,  such
notice may be given  personally or in writing by  facsimile,  by telegraph or by


                                       -9-
<PAGE>

depositing the same in the United States mail with postage prepaid  addressed to
each director, officer or stockholder at his or her address, as the same appears
in the books of the corporation,  and the time when the same shall be personally
given,  sent by  facsimile or telegraph or mailed shall be deemed to be the time
of the giving of such notice.

         Section 9.2.  Waivers.  Whenever any notice  whatever is required to be
given under provisions of law or of the certificate of incorporation or of these
bylaws,  a waiver thereof in writing signed by the person or persons entitled to
said notice,  whether before or after the time stated  therein,  shall be deemed
equivalent to the giving of such notice.

         Section 9.3. Attendance as Waiver.  Attendance of a person at a meeting
shall  constitute  a waiver  of notice of such  meeting,  except  where a person
attends a meeting for the express  purpose of objecting at the  beginning of the
meeting to the  transaction of any business  because the meeting is not lawfully
called or convened.

         Section 9.4. Omission of Notice to Stockholders. Any notice required to
be given to any stockholder  under any statutory  provision,  the certificate of
incorporation or these bylaws need not be given to the stockholder if:

                  (a) notice of two consecutive  annual meetings and all notices
         of meetings held or actions by written  consent taken during the period
         between those annual meetings, if any, or

                  (b) all,  and at least two,  payments  (if sent by first class
         mail) of distributions or interest on securities  during a twelve month
         period

have been mailed to that person, addressed at his or her address as shown on the
share transfer records of the corporation, and have been returned undeliverable.
Any action or meeting  taken or held without  notice to such a person shall have
the same force and effect as if the notice had been duly given. If such a person
delivers  to the  corporation  a written  notice  setting  forth his or her then
current  address,  the requirement  that notice be given to that person shall be
reinstated.


                                  ADOPTED BY THE BOARD OF DIRECTORS AS
                                  OF DECEMBER 31, 2000


                                   /s/ A. Andrew R. Louis
                                   ---------------------------------------------
                                   A. Andrew R. Louis, Secretary


                                      -10-
<PAGE>


                                    EXHIBIT C
                                VOTING AGREEMENT

                                VOTING AGREEMENT


         THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
December 31, 2000, among Valhi, Inc., a Delaware corporation ("Valhi"),  Tremont
Holdings, LLC, a Delaware limited liability company ("TRE Holdings" and together
with Valhi, the "Stockholders"), and Tremont Group, Inc., a Delaware corporation
("TGI"). Unless otherwise provided in this Agreement,  certain capitalized terms
used herein are defined in Section 8.

                                    Recitals

         The parties  hereto desire to enter into this  Agreement to establish a
mechanism to elect as a director of TGI one person  designated in writing by TRE
Holdings.

                                    Agreement

         In  consideration  of the mutual  covenants  contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows.

         Section 1. Voting for Directorship. Valhi agrees to vote all of its TGI
Shares,  and will take all other  necessary  or  desirable  actions  within  its
control,  to elect as a director of TGI one person  designated in writing by TRE
Holdings.  The parties agree that the initial person  designated by TRE Holdings
to be elected a director of TGI is J. Landis Martin.  If in the future more than
one person holds TRE  Holdings'  TGI Shares,  such persons must jointly agree on
one  designee  that they  desire to have Valhi  elect as a  director  of TGI and
notify Valhi in writing of such designee before Valhi is obligated to elect such
designee under this section.

         Section  2.  Size of Board of  Directors;  Governing  Instruments.  The
Stockholders  hereby agree (a) that the board of directors shall be comprised of
five (5) persons as directors,  and each  Stockholder  shall take or cause to be
taken all action to require that the certificate of incorporation  and bylaws of
TGI shall so  provide  and (b) to ensure at all times  that the  certificate  of
incorporation  and  bylaws  of TGI are not at any  time  inconsistent  with  the
provisions of this Agreement.

         Section 3. Impairment.  Valhi agrees that it will not vote or otherwise
consent or take action with respect to its TGI Shares to amend TGI's certificate
of  incorporation  or bylaws in a manner that would affect the voting  rights of
TGI's stockholders.

         Section 4. Transfer of Shares. Valhi agrees that the agreement relating
to the voting of its TGI Shares  evidenced by this Agreement shall encumber such
shares,  and that any permitted  successor,  assignee,  or transferee shall take
such shares subject to this Agreement.  In addition,  each party agrees to cause
any permitted successor, assignee, or transferee of such party to become a party
to this Agreement.

<PAGE>

         Section 5. Term. Unless earlier terminated by agreement of the parties,
this  Agreement  shall  remain  in  effect  for as long as TRE  Holdings  or its
permitted successors, assigns and transferees hold TGI Shares.

         Section 6. Legend.  Each certificate  evidencing Valhi's TGI Shares and
each certificate  issued in exchange for or upon the transfer of such TGI Shares
(if such  shares  remain  subject  to the  terms of this  Agreement  after  such
transfer) shall be stamped or otherwise imprinted with a legend in substantially
the following form:

         THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING
         AGREEMENT  ("AGREEMENT") DATED AS OF DECEMBER 31, 2000 AMONG THE ISSUER
         OF SUCH SECURITIES (THE "ISSUER") AND THE ISSUER'S SECURITY HOLDERS.  A
         COPY OF SUCH AGREEMENT  WILL BE FURNISHED  WITHOUT CHARGE BY THE ISSUER
         TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

The legend set forth above shall be removed from the certificates evidencing TGI
Shares  that  cease  to be  subject  to  the  terms  of  this  Agreement  or the
termination of this Agreement.

         Section 7.  Specific  Performance.  Valhi agrees that the remedy at law
for any breach by it of this  Agreement will be inadequate and that, in addition
to any other  remedies TRE Holdings  might have, TRE Holdings shall be entitled,
without the necessity of proving actual  damages,  to specific  performance  and
injunctive relief to prevent the breach of any provisions of this Agreement.

         Section 8.  Definitions.

                  "Common  Stock" means TGI's common stock,  par value $0.01 per
         share.

                  "Stockholder"  means any  stockholder of TGI who is subject to
         the terms of this Agreement.

                  "TGI  Shares"  means any  Common  Stock  and any other  voting
         securities of TGI purchased or otherwise  acquired by any  Stockholder.
         As to any particular shares  constituting TGI Shares,  such shares will
         cease to be  subject  to this  Agreement  if and when  they  have  been
         repurchased by TGI.

         Section 9.  Miscellaneous.

                  (a) Amendment and Waiver. Except as otherwise provided herein,
         no modification, amendment or waiver of any provision of this Agreement
         will be  effective  against a  Stockholder,  unless such  modification,
         amendment  or waiver is  approved in writing by such  Stockholder.  The
         failure of any party to enforce any of the provisions of this Agreement
         will in no way be construed as a waiver of such provisions and will not
         affect the right of such  party  thereafter  to enforce  each and every
         provision of this Agreement in accordance with its terms.

                                       -2-
<PAGE>

                  (b) Severability.  Whenever  possible,  each provision of this
         Agreement  will be  interpreted  in such manner as to be effective  and
         valid under  applicable  law, but if any provision of this Agreement is
         held to be invalid,  illegal or  unenforceable in any respect under any
         applicable law or rule in any jurisdiction, such invalidity, illegality
         or  unenforceability  will not affect any other  provision or any other
         jurisdiction,  but  this  Agreement  will be  reformed,  construed  and
         enforced  in  such   jurisdiction  as  if  such  invalid,   illegal  or
         unenforceable provision had never been contained herein.

                  (c)  Entire  Agreement.  This  Agreement  contains  the entire
         understanding  among  the  parties  with  respect  to the  transactions
         contemplated   hereby  and   supersedes   all  other   agreements   and
         understandings  among the parties with respect to the subject matter of
         this Agreement.

                  (d)  Successors  and  Assigns.  Except as  otherwise  provided
         herein,  this  Agreement  will bind and inure to the  benefit of and be
         enforceable by TGI and its successors and assigns, and the Stockholders
         and any subsequent holders of TGI Shares, and the respective successors
         and assigns of each of them, so long as they hold TGI Shares.

                  (e)   Counterparts.   This   Agreement   may  be  executed  in
         counterparts  each of which will be an original  and all of which taken
         together shall constitute one and the same agreement.

                  (f)  Notice.  All notices  and other  communications  that are
         required to be or may be given under this Agreement shall be in writing
         and shall be deemed to have been duly given when delivered in person or
         transmitted  by confirmed  telecopy or upon receipt  after  dispatch by
         overnight courier or by certified or registered mail,  postage prepaid,
         to the party to whom the notice is given. Notices shall be given to the
         address for the respective party appearing under the party's  signature
         to this  Agreement or to such other address as such party may designate
         by giving notice of such change of address to the other parties to this
         Agreement.

                  (g) Applicable  Law. This  Agreement  shall be governed by and
         construed  in  accordance  with  the  domestic  laws  of the  state  of
         Delaware, without giving effect to any choice of law or conflict of law
         provision  or rule  (whether  of the  state of  Delaware  or any  other
         jurisdiction)  that  would  cause  the  application  of the laws of any
         jurisdiction other than the state of Delaware.

                  (h)  Headings.  The sections and other  headings  contained in
         this Agreement are for reference  purposes only and shall not effect in
         any way the meaning or interpretation of this Agreement.

                                       -3-
<PAGE>


         The parties  hereto have caused this  Agreement to be executed by their
duly authorized officers as of the date first written above.

                                   TREMONT GROUP, INC.




                                   By: /s/ Steven L. Watson
                                       -----------------------------------------
                                       Steven L. Watson, President

                                       Address:    Three Lincoln Centre
                                                   5430 LBJ Freeway, Suite 1700
                                                   Dallas, Texas   75240-2697
                                                   FAX:  972.448.1445
                                                   Attention:  General Counsel

                                   VALHI, INC.




                                   By: /s/ Steve L. Watson
                                       -----------------------------------------
                                       Steven L. Watson, President

                                       Address:    Three Lincoln Centre
                                                   5430 LBJ Freeway, Suite 1700
                                                   Dallas, Texas   75240-2697
                                                   FAX:  972.448.1445
                                                   Attention:  General Counsel

                                   TREMONT HOLDINGS, LLC




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

                                       Address:    Two Greenspoint Plaza
                                                   16825 Northchase Drive
                                                   Suite 1200
                                                   Houston, Texas   77060-2544
                                                   FAX:  281.423.3333
                                                   Attention:  General Counsel


                                       -4-