INTERCORPORATE SERVICES AGREEMENT


     This INTERCORPORATE  SERVICES AGREEMENT (the "Agreement"),  effective as of
January 1, 2002,  amends and  supersedes  that certain  Intercorporate  Services
Agreement  effective  as of January  1, 2001,  by and  between  Titanium  Metals
Corporation   ("TIMET"),   a  Delaware  corporation,   and  Tremont  Corporation
("Tremont"), a Delaware corporation.


                              W I T N E S S E T H :


     WHEREAS,  employees and agents of TIMET and  affiliates  of TIMET,  perform
certain management,  financial,  legal and administrative functions for Tremont;
and

     WHEREAS,  Tremont does not separately maintain the full internal capability
to  perform  all  necessary  management,  financial,  legal  and  administrative
functions which Tremont requires; and

     WHEREAS,  the cost of maintaining  the additional  personnel and associated
costs  necessary to perform the functions  provided for by this Agreement  would
exceed the fee set forth in Section 3 of this Agreement; and

     WHEREAS,  the terms of this Agreement are no less favorable to Tremont than
could otherwise be obtained from a third party for comparable services; and

     WHEREAS,  Tremont desires to continue receiving the management,  financial,
legal and administrative  services presently provided by TIMET and affiliates of
TIMET, and TIMET is willing to continue to provide such services under the terms
of this Agreement.

     NOW,   THEREFORE,   for  and  in  consideration  of  the  mutual  premises,
representations  and covenants  herein  contained,  the parties hereto  mutually
agree as follows:

1.   TIMET  Services to be Provided.  TIMET agrees to make available to Tremont,
     upon request,  the following services (the "TIMET Services") to be rendered
     by the internal staff of TIMET and affiliates of TIMET:

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

     (b)  Consultation  and  assistance in  management  and conduct of corporate
          affairs and corporate  governance  consistent  with the Certificate of
          Incorporation and By-Laws of

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          Tremont.

     (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.

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

     (e)  Consultation  and  assistance  in tax  management  and  administration
          including;  preparation  and  filing of tax  returns,  tax  reporting,
          examinations by government authorities and tax planning.

     (f)  Consultation and assistance in legal matters.

     (g)  Administration of retiree benefit plans.

     (h)  Consultation   and   assistance  in   environmental   regulation   and
          remediation.

     (i)  Such other  services as reasonably may be requested by Tremont and for
          which TIMET has the necessary staffing and resources.

2.   Scope of TIMET  Services.  The parties  hereto  contemplate  that the TIMET
     Services rendered in connection with the conduct of Tremont's business will
     be on a scale  compared  to that  existing  on the 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.  Tremont 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 TIMET  assumes no liability  for any  expenses or services  other than
     those  stated in Section 1. In addition to the fee paid to TIMET by Tremont
     for the TIMET Services  provided  pursuant to this Agreement,  Tremont will
     pay to  TIMET  the  amount  of  out-of-pocket  costs  incurred  by TIMET in
     rendering such TIMET Services.

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3.   Fee  for  Services.  Tremont  agrees  to pay  to  TIMET  a fee  of  $94,849
     quarterly,  commencing as of January 1, 2002,  pursuant to this  Agreement.
     This amount is based upon a good faith  estimation by TIMET of the salaries
     and regular bonuses to be paid to TIMET employees expected to provide TIMET
     Services pursuant to this Agreement and the estimated percentage allocation
     of the time of such employees that will be spent on Tremont  matters,  plus
     overhead thereon at a rate of 20%. No later than 120 days following the end
     of each calendar  year, an appropriate  adjustment  payment will be made by
     Tremont to TIMET,  or by TIMET to Tremont,  as the case may be, in order to
     adjust for salaries and regular  bonuses  actually paid by TIMET  employees
     providing  TIMET  Services and any changes in the  estimated  time spent on
     Tremont matters from that projected at the time of this Agreement.

4.   Term. The term of this Agreement  shall be from January 1, 2002 to December
     31, 2002.

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 TIMET or Tremont  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.

6.   Limitation of Liability. In providing TIMET Services hereunder, TIMET shall
     each have a duty to act,  and to cause its agents to act,  in a  reasonably
     prudent manner,  but neither TIMET nor any officer,  director,  employee or
     agent of TIMET or its  respective  affiliates  shall be liable to the other
     party hereunder for any error of judgment or mistake of law or for any loss
     incurred  by such  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 TIMET.

7.   Indemnification.  Tremont  shall  indemnify and hold  harmless  TIMET,  its
     affiliates  and its 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 TIMET may become  subject  out of the TIMET  Services
     provided by TIMET hereunder, provided that such indemnity shall not protect
     TIMET against any liability to which TIMET would otherwise be subject to by
     reason of willful misfeasance, bad faith or gross negligence on the part of
     TIMET.

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.

9.   Notices.  All  communications  hereunder  shall be in writing  and shall be
     addressed,  if intended for TIMET,  to 1999 Broadway,  Suite 4300,  Denver,
     Colorado 80202,  Attention:  General  Counsel,  or such other address as it
     shall have furnished to Tremont in writing, and if intended for Tremont, to
     1999 Broadway,  Suite 4300,  Denver,  Colorado  80202,  Attention:

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     General Counsel,  or such other address as it shall have furnished to TIMET
     in writing.

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.

11.  Successor and Assigns.  This  Agreement  shall be binding upon and inure to
     the  benefit  of TIMET and  Tremont  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.

12.  Governing  Law.  This  Agreement  shall be governed by, and  construed  and
     interpreted in accordance with, the laws of the State of Colorado.

13.  Confidentiality.  Except as otherwise  required by applicable  law, each of
     the parties  agrees that it will  maintain in confidence  all  confidential
     information  regarding the other party  supplied to it in the course of the
     performance of this Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered as of the date first above written.


                                     TITANIUM METALS CORPORATION



                                By:  _____________________________________
                                           Mark A. Wallace
                                     Executive Vice President and
                                     Chief Financial Officer


                                     TREMONT CORPORATION



                                By:  _____________________________________
                                     Robert E. Musgraves
                                     Vice President and General Counsel



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