EXHIBIT 10.4

                       INTERCORPORATE SERVICES AGREEMENT


      INTERCORPORATE  SERVICES AGREEMENT effective as of January 1, 1997, by and
between  Tremont  Corporation  ("Tremont"),  a  Delaware  corporation,   and  NL
Industries, Inc. ("NL"), a New Jersey corporation.

      WHEREAS,  Tremont desires that NL provide certain services to Tremont, and
NL is willing to provide such services to Tremont  pursuant to the terms of this
Agreement.

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

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

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

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

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

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

            d.    certain executive secretarial and administrative services.

            e.    consultation    and   assistance   in   tax   management   and
                  administration, including, without limitation, preparation and
                  filing  of  tax  returns,   tax  reporting,   examinations  by
                  government authorities and tax planning.



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      2. Fees for Services  and  Reimbursement  of Expenses.  During the Term of
this  Agreement,  Tremont shall pay to NL an annual fee of $183,900 (the "Annual
Fee") for the  Services  described  in  paragraphs  1.a,  1.b, 1.d and 1.e above
payable in quarterly  installments as described  below,  plus all  out-of-pocket
expenses incurred in connection with the performance of such Services. The first
quarterly  installment  of the  Annual  Fee  shall be  $120,975  which  includes
reimbursements  of $100,000 for tax  services  provided by NL to Tremont and its
subsidiaries in 1996. Thereafter, each quarterly installment due hereunder shall
be $20,975. In addition,  Tremont will, within thirty (30) days after receipt of
an invoice (such invoices to occur no more frequently than once per month),  (A)
pay to NL an amount  equal to the  product of $600  multiplied  by the number of
days  devoted by NL's  internal  auditors to  providing  Services  described  in
paragraph  1.c  above  times the  number of  internal  auditors  providing  such
Services,  and (B) reimburse NL for all out-of-pocket expenses incurred by NL in
the performance of Services under this Agreement. Notwithstanding the foregoing,
in the event that Tremont determines, in its sole discretion,  that it no longer
desires certain of the Services or NL determines,  in its sole discretion,  that
it no longer desires to provide certain of the Services,  then Tremont or NL, as
appropriate,  shall provide the other party with a ninety (90) day prior written
notice of cancellation  describing the Services to be terminated or discontinued
and  Tremont  and NL during  such  ninety-day  period  shall agree to a pro-rata
reduction  of the  fees  due  hereunder  for  such  terminated  or  discontinued
Services.

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

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

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

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

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

           If to Tremont:    Tremont Corporation
                             1999 Broadway, Suite 4300
                             Denver, Colorado 80202
                             Attention:  General Counsel

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


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

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

      9.  Miscellaneous.  The  headings  contained  in  this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of  this  Agreement.   This  Agreement  constitutes  the  entire
agreement, and supersedes all prior agreements and understandings,  both written
and oral,  between the parties with respect to the subject matter  hereof.  This
Agreement  may be executed in one or more  counterparts,  each of which shall be
deemed an original,  and all of which together shall constitute one and the same
instrument.  This  Agreement  shall  be  governed  in  all  respects,  including
validity, interpretation and affect, by the laws of the State of Texas.

      10. Term of Agreement.  This Agreement shall be effective as of January 1,
1997,  and shall remain in effect for a term of one year until December 31, 1997
(the  "Term");  provided,   however,  the  Agreement  shall  be  extended  on  a
quarter-to-quarter  basis  after  the  expiration  of the  Term  unless  written
notification  is given by either  party thirty (30) days in advance of the first
day of each  successive  quarter or unless it is  terminated  or  succeeded by a
subsequent  written  agreement of the parties hereto.  Upon such  termination or
upon the  expiration  of this  Agreement,  the parties'  rights and  obligations
hereunder  shall  cease  and  terminate   except  with  respect  to  rights  and
obligations arising on or prior to the date of expiration or termination and the
rights and obligations arising under paragraph 4 above.

      IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement as of
the ____  day of  ____________,  1997,  which  Agreement  will be  deemed  to be
effective as of January 1, 1997.

                                    NL INDUSTRIES, INC.


                                    By:________________________________
                                          Dennis G. Newkirk
                                          Vice President


                                    TREMONT CORPORATION


                                    By:________________________________
                                          J. Thomas Montgomery
                                          Vice President and Controller




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