EXHIBIT 10.1

                        INTERCORPORATE SERVICES AGREEMENT


         This INTERCORPORATE SERVICES AGREEMENT (the "AGREEMENT"),  effective as
of January 1, 1999, amends and supersedes that certain  Intercorporate  Services
Agreement  effective  as of  January 1, 1998  between  VALHI,  INC.,  a Delaware
corporation ("VALHI"), and NL INDUSTRIES, INC., a New Jersey corporation ("NL").

                                    RECITALS

         A. NL desires to have the services of certain Valhi personnel and Valhi
is willing to provide such services under the terms of this Agreement.

         B. Valhi desires to have the services of certain NL personnel and NL is
willing to provide such services under the terms of this Agreement.

         C. The costs of  maintaining  the  additional  personnel  necessary  to
perform the  functions  provided for by this  Agreement  would exceed the amount
charged to such party that is contained in the net fee set forth in SECTION 4 of
this  Agreement and that the terms of this  Agreement  are no less  favorable to
each party than could  otherwise be obtained  from a third party for  comparable
services.

         D. Each party  desires to continue  receiving  the  services  presently
provided  by the other  party and its  affiliates  and each  party 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  contained  in  this  Agreement,  and  for  other  good  and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto mutually agree as follows:

         SECTION  1.  VALHI  SERVICES  TO BE  PROVIDED.  Valhi  agrees  to  make
available to NL, upon request,  the following services (the "VALHI SERVICES") to
be rendered by the internal staff of Valhi and affiliates of Valhi:

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

                  (b)  Consultation  and assistance in management and conduct of
         corporate affairs and corporate governance  consistent with the charter
         and bylaws of NL;

                  (c)  Consultation  and  assistance in maintenance of financial
         records  and  controls,  including  preparation  and review of periodic
         financial statements and reports to be filed with public and regulatory
         entities and those  required to be prepared for financial  institutions
         or pursuant to indentures and credit agreements;

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                  (d)  Consultation  and  assistance in cash  management  and in
         arranging financing necessary to implement the business plans of NL;

                  (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; and

                  (f) Such other services as may be requested by NL from time to
         time.

         SECTION 2. NL SERVICES TO BE PROVIDED.  NL agrees to make  available to
Valhi, upon request, the following services (the "NL SERVICES," and collectively
with the Valhi Services, the "SERVICES") to be rendered by the internal staff of
NL:

                  (a)  certain   administration  and  management  services  with
         respect to Valhi's  insurance  and risk  management  needs,  including,
         without limitations, administration of Valhi's:

                       (i)      property and casualty insurance program,

                       (ii)     claims management program,

                       (iii)    property loss control program, and

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

         SECTION 3.  MISCELLANEOUS  SERVICES.  It is the  intent of the  parties
hereto that each party to this Agreement provide (a "PROVIDING PARTY") only such
Services as are requested by the other party (a "RECEIVING PARTY") in connection
with routine management,  financial and administrative  functions related to the
ongoing  operations  of the  Receiving  Party and not with  respect  to  special
projects,  including corporate investments,  acquisitions and divestitures.  The
parties hereto  contemplate  that the Services  rendered by a Providing Party in
connection  with the conduct of each  Receiving  Party'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. Each Receiving Party 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 each Providing Party assumes
no  liability  for any  expenses  or  services  other than those  stated in this
Agreement to be provided by such party.  In addition to the amounts charged to a
Receiving Party for Services provided pursuant to this Agreement, such Receiving
Party will pay the Providing Party the amount of out-of-pocket costs incurred by
the Providing Party in rendering such Services.

         SECTION 4. NET FEE FOR SERVICES. NL agrees to pay to Valhi a net annual
fee of $114,000 payable in quarterly installments of $28,500 each, commencing as
of January 1, 1999,  pursuant to this  Agreement.  In addition to the net annual
fee:

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                  (a) Valhi shall  credit or pay to NL  additional  amounts plus
         all related  out-of-pocket  costs, all as agreed to by the parties, for
         all NL Services provided under SUBSECTION 2(B); and

                  (b) NL shall  credit or pay to Valhi  additional  amounts plus
         all related  out-of-pocket  costs, all as agreed to by the parties, for
         all Valhi Services provided under SUBSECTION 1(F).

         SECTION  5.  ORIGINAL  TERM.  Subject  to the  provisions  of SECTION 6
hereof,  the original  term of this  Agreement  shall be from January 1, 1999 to
December 31, 1999.

         SECTION  6.   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 Valhi or NL 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 7. LIMITATION OF LIABILITY.  In providing  Services  hereunder,
each  Providing  Party shall have a duty to act, and to cause its agents to act,
in a  reasonably  prudent  manner,  but no  Providing  Party  nor  any  officer,
director,  employee or agent of such party nor or its affiliates shall be liable
to a Receiving Party for any error of judgment or mistake of law or for any loss
incurred  by the  Receiving  Party 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 the Providing Party.

         SECTION 8.  INDEMNIFICATION.  Each Receiving  Party shall indemnify and
hold harmless the Providing Party, 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  Providing  Party or person may become
subject  arising out of the  Services  provided by such  Providing  Party to the
Receiving  Party  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.

         SECTION 9. 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 10. NOTICES.  All communications  hereunder shall be in writing
and shall be addressed, if intended for Valhi, to Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240,  Attention:  President,  or such other
address as it shall have furnished to NL in writing,  and if intended for NL, to
Two Greenspoint Plaza, 16825 Northchase Drive, Suite 1200, Houston, Texas 77060,
Attention:  President, or such other address as it shall have furnished to Valhi
in writing.

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         SECTION 11. 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 12. SUCCESSOR AND ASSIGNS. This Agreement shall be binding upon
and inure to the  benefit of Valhi and NL 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 13.  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.



                                      VALHI, INC.




                                      By:_______________________________________
                                          STEVEN L. WATSON
                                          PRESIDENT



                                      NL INDUSTRIES, INC.




                                      By:_______________________________________
                                          J. LANDIS MARTIN
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER