EXHIBIT 10.2

                        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 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 cost of engaging the advisory services of someone possessing Mr.
Simmons'  expertise  and the cost 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
$237,500  quarterly,  commencing  as  of  January  1,  1999,  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, 1999 to
December 31, 1999.

         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  Contran or any such person may become
subject  arising  out of the  Services  provided  by  Contran  to the  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.

         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.

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         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
                                           PRESIDENT


                                       NL INDUSTRIES, INC.




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