EXHIBIT 10.2

                       INTERCORPORATE SERVICES AGREEMENT

      This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"),  effective as of
January 1, 1997,  amends and  supersedes  that certain  Intercorporate  Services
Agreement effective as of January 1, 1996 by and between CONTRAN CORPORATION,  a
Delaware  corporation  ("Contran"),  and  NL  INDUSTRIES,  INC.,  a  New  Jersey
corporation. ("Recipient"),

                                   Recitals

      A.  Harold C.  Simmons,  an  employee  of Contran  and a director  and the
Chairman of the Board of  Recipient,  performs  certain  advisory  functions for
Recipient,  which  functions are unrelated to his function as a director and the
Chairman of the Board of Recipient, without direct compensation from Recipient.

      B. Recipient does not separately  maintain the full internal capability to
perform all necessary advisory functions that Recipient requires.

      C. The costs of engaging the advisory  services of someone  possessing Mr.
Simmons'  expertise  and the costs of  maintaining  the  personnel  necessary to
perform the functions  provided for by this  Agreement  would exceed the fee set
forth in Section 3 of this Agreement and the terms of this Agreement are no less
favorable to Recipient  than could  otherwise be obtained from a third party for
comparable services.

      D. Recipient desires to continue receiving the advisory services of Harold
C. Simmons and Contran is willing to continue to provide such services under the
terms of this Agreement.

                                  Agreement

      For and in  consideration  of the  mutual  premises,  representations  and
covenants herein contained, the parties hereto mutually agree as follows:

      Section 1. Services to be Provided.  Contran  agrees to make  available to
Recipient,  upon request, the following services (the "Services") to be rendered
by Harold C. Simmons:

            (a)   Consultation   and   assistance   in   the   development   and
      implementation of Recipient's  corporate  business  strategies,  plans and
      objectives; and

            (b) Such other  services as may be requested by Recipient  from time
      to time.

This  Agreement  does not apply to and the  Services  provided for herein do not
include any services that Harold C. Simmons may provide to Recipient in his role
as a director on  Recipient's  Board of Directors,  as Chairman of such Board of
Directors or any other activity related to such Board of Directors.


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      Section 2. Miscellaneous  Services. It is the intent of the parties hereto
that Contran provide only the Services requested by Recipient in connection with
routine  functions  related to the ongoing  operations of Recipient and not with
respect to special projects,  including corporate investments,  acquisitions and
divestitures.  The parties  hereto  contemplate  that the  Services  rendered in
connection with the conduct of Recipient's  business will be on a scale compared
to that existing on the effective date of this Agreement,  adjusted for internal
corporate  growth or contraction,  but not for major  corporate  acquisitions or
divestitures,  and  that  adjustments  may be  required  to the  terms  of  this
Agreement in the event of such major  corporate  acquisitions,  divestitures  or
special  projects.  Recipient will continue to bear all other costs required for
outside  services  including,  but not  limited  to,  the  outside  services  of
attorneys, auditors, trustees, consultants,  transfer agents and registrars, and
it is expressly understood that Contran assumes no liability for any expenses or
services  other than those  stated in Section 1. In  addition to the fee paid to
Contran by  Recipient  for the  Services  provided  pursuant to this  Agreement,
Recipient  will pay to Contran  the amount of  out-of-pocket  costs  incurred by
Contran in rendering such Services.

      Section 3. Fee for Services.  Recipient  agrees to pay to Contran $125,000
quarterly, commencing as of January 1, 1997, pursuant to this Agreement.

      Section 4. Original  Term.  Subject to the provisions of Section 5 hereof,
the original  term of this  Agreement  shall be from January 1, 1997 to December
31, 1997.

      Section  5.   Extensions.   This   Agreement   shall  be   extended  on  a
quarter-to-quarter  basis  after the  expiration  of its  original  term  unless
written  notification  is given by  Contran  or  Recipient  thirty  (30) days in
advance of the first day of each  successive  quarter or unless it is superseded
by a subsequent written agreement of the parties hereto.

      Section 6. Limitation of Liability.  In providing its Services  hereunder,
Contran  shall  have a duty  to act,  and to  cause  its  agents  to  act,  in a
reasonably  prudent  manner,  but  neither  Contran nor any  officer,  director,
employee or agent of Contran or its affiliates  shall be liable to Recipient for
any error of judgment or mistake of law or for any loss incurred by Recipient in
connection  with the  matter  to which  this  Agreement  relates,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Contran.

      Section  7.  Indemnification  of  Contran by  Recipient.  Recipient  shall
indemnify  and hold  harmless  Contran,  its  affiliates  and  their  respective
officers,  directors  and  employees  from  and  against  any  and  all  losses,
liabilities,  claims, damages, costs and expenses (including attorneys' fees and
other expenses of litigation) to which such party may become subject arising out
of the Services provided by Contran to Recipient  hereunder,  provided that such
indemnity  shall not protect  any person  against  any  liability  to which such
person would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence on the part of such person.


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      Section 8. Further  Assurances.  Each of the parties  will make,  execute,
acknowledge and deliver such other instruments and documents,  and take all such
other actions,  as the other party may reasonably  request and as may reasonably
be required in order to effectuate  the purposes of this  Agreement and to carry
out the terms hereof.

      Section 9. Notices.  All communications  hereunder shall be in writing and
shall be addressed,  if intended for Contran,  to Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240,  Attention:  President,  or such other
address as it shall have furnished to Recipient in writing,  and if intended for
Recipient,  to Two  Greenspoint  Plaza,  16825  Northchase  Drive,  Suite  1200,
Houston,  Texas 77060,  Attention:  President or such other  address as it shall
have furnished to Contran in writing.

      Section 10.  Amendment and  Modification.  Neither this  Agreement nor any
term hereof may be  changed,  waived,  discharged  or  terminated  other than by
agreement in writing signed by the parties hereto.

      Section 11.  Successor and Assigns.  This Agreement  shall be binding upon
and  inure  to the  benefit  of  Contran  and  Recipient  and  their  respective
successors  and assigns,  except that neither  party may assign its rights under
this Agreement without the prior written consent of the other party.

      Section 12.  Governing  Law.  This  Agreement  shall be  governed  by, and
construed and interpreted in accordance with, the laws of the State of Texas.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.

                                       CONTRAN CORPORATION


                                       By: _____________________________________
                                           Steven L. Watson
                                           Vice President


                                       NL INDUSTRIES, INC.


                                       By: _____________________________________
                                           J. Landis Martin
                                           President and Chief Executive Officer



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