EXHIBIT 10.4


                        INTERCORPORATE SERVICES AGREEMENT


         INTERCORPORATE  SERVICES  AGREEMENT  effective as of January 1, 1999 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)      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.
<PAGE>

         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
$85,000 (the "Annual Fee") for the Services  described in paragraphs 1(a), 1(b),
and  1(d)  above  payable  in  quarterly   installments  of  $21,250,  plus  all
out-of-pocket  expenses  incurred in  connection  with the  performance  of such
Services. In addition, Tremont will, within thirty (30) days after receipt of an
invoice (such invoices to occur no more  frequently  than once per month) 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 plus
all  out-of-pocket  expenses  incurred  in the  performance  of  such  Services.
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
be required in order to effectuate  the purposes of this  Agreement and to carry
out the terms hereof.

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         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.

         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, 1999,  and shall  remain in effect for a term of one year until  December 31,
1999 (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.

<PAGE>

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the 12th day of May, 1999,  which Agreement will be deemed to be effective as of
January 1, 1999.

                                          NL INDUSTRIES, INC.



                                          By:___________________________________
                                              Robert D. Hardy
                                              Vice President


                                          TREMONT CORPORATION



                                          By:___________________________________
                                              J. Thomas Montgomery
                                              Vice President