Exhibit 10.2



                        INTERCORPORATE SERVICES AGREEMENT


      INTERCORPORATE  SERVICES AGREEMENT  effective as of January 1, 2001 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 tax services and use of
NL's corporate  aircraft 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)   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; and

            (b)   use of corporate aircraft.

      2. Fees for Services and  Reimbursement  of Expenses.  During the Term (as
defined  below) of this  Agreement,  Tremont  shall  pay to NL an annual  fee of
$79,725 (the "Annual  Fee") for the Services  described in paragraph  1(a) above
payable in quarterly  installments  of $19,931 plus all  out-of-pocket  expenses
incurred in connection with the performance of such Services. Regarding Services
described in  Paragraph  1(b),  Tremont  will pay to NL within  thirty (30) days
after receipt of an invoice an amount equal to Tremont's share of NL's corporate
aircraft expenses which includes  Tremont's share of the monthly  management fee
(computed on a per hour basis) and actual  flight hour costs at a rate of $1,875
per hour (subject to annual escalation) plus fuel variable charges, segment fees
and excise  taxes.  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  thirty  (30) 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,


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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  be
required in order to effectuate  the purposes of this Agreement and to carry out
the terms hereof.

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

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

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

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

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

      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.

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      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,
2001,  and shall remain in effect for a term of one year until December 31, 2001
(the  "Term");  provided,   however,  the  Agreement  shall  be  extended  on  a
quarter-to-quarter  basis  after  the  expiration  of the  Term  unless  written
notification  is given by either  party thirty (30) days in advance of the first
day of each  successive  quarter or unless it is  terminated  or superseded by a
subsequent  written  agreement of the parties hereto.  Upon such  termination or
upon the  expiration  of this  Agreement,  the parties'  rights and  obligations
hereunder  shall  cease  and  terminate   except  with  respect  to  rights  and
obligations arising on or prior to the date of expiration or termination and the
rights and obligations arising under paragraph 4 above.


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      IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement as of
the 9th day of May, 2001,  which Agreement will be deemed to be effective as of
January 1, 2001.

                                    NL INDUSTRIES, INC.



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


                                    TREMONT CORPORATION



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