INTERCORPORATE SERVICES AGREEMENT

         This INTERCORPORATE SERVICES AGREEMENT (the "Agreement"),  effective as
of January 1, 2000, amends and supersedes that certain  Intercorporate  Services
Agreement  effective  as of January  1, 1999,  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 Tremont.

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         (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.

3.       Fee for  Services.  Tremont  agrees  to pay to  TIMET a fee of  $73,408
         quarterly,   commencing  as  of  January  1,  2000,  pursuant  to  this
         Agreement.  Tremont  will  reimburse  TIMET  for the  actual  amount of
         Services  provided  through an  adjustment  payment  made within  three
         months of the close of each fiscal year in  accordance  with  Exhibit A
         attached hereto.

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4.       Term.  The term of this Agreement shall be from January 1, 2000 to
         December 31, 2000.


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:  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.

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


         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:           /s/ Robert E. Musgraves
                                --------------------------------------
                                           Robert E. Musgraves
                                           Executive Vice President, General
                                               Counsel and Secretary

                                           TREMONT CORPORATION

                             By:           /s/ J. Landis Martin
                                --------------------------------------
                                           J. Landis Martin
                                           Chairman of the Board, President and
                                           Chief Executive Officer

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