EXHIBIT 10.41

                      INTERCORPORATE SERVICES AGREEMENT

      This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"),  effective as of
January 1, 1996,  amends and  supersedes  that certain  Intercorporate  Services
Agreement effective as of January 1, 1995 by and between CONTRAN CORPORATION,  a
Delaware  corporation  ("Contran"),  and  NL  INDUSTRIES,  INC.,  a  New  Jersey
corporation.
("Recipient"),

                                   Recitals

            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.

            Recipient does not separately  maintain the full internal capability
to perform all necessary advisory functions that Recipient requires.

            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.

            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  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:

                  Consultation   and   assistance   in   the   development   and
      implementation of Recipient's  corporate  business  strategies,  plans and
      objectives; and

                  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  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 Fee for Services.  Recipient agrees to pay to Contran  $100,000.00
quarterly, commencing as of January 1, 1996, pursuant to this Agreement.

      Section Original Term.  Subject to the provisions of Section 5 hereof, the
original  term of this  Agreement  shall be from January 1, 1996 to December 31,
1996.

      Section   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  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 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 such party may become  subject  arising out of
the Services  provided by Contran to  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  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 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  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  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  Governing Law. This Agreement shall be governed by, and construed
and interpreted in accordance with, the laws of the State of Texas.


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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:  /s/ Steven L. Watson
                                         Steven L. Watson
                                          Vice President


                                    NL INDUSTRIES, INC.




                                    By:  /s/ J. Landis Martin
                                         J. Landis Martin
                                          President and Chief Executive Officer


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