Exhibit 10.3


                        INTERCORPORATE SERVICES AGREEMENT


     This INTERCORPORATE  SERVICES AGREEMENT (the "Agreement"),  effective as of
January 1, 2003, is between TITANIUM METALS CORPORATION,  a Delaware corporation
("TIMET"), and TREMONT LLC, a Delaware limited liability company. ("Recipient").

                                    Recitals

     A. Employees and agents of TIMET perform management,  legal, environmental,
financial,  OPEB and  administrative  functions  for  Recipient  without  direct
compensation from Recipient.

     B. Recipient does not separately  maintain the full internal  capability to
perform all necessary  management,  legal,  environmental,  financial,  OPEB and
administrative functions that Recipient requires.

     C. The cost of maintaining the additional  personnel by Recipient 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  management,   legal,
environmental, financial, OPEB and administrative services presently provided by
TIMET and TIMET 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.  TIMET  agrees to make  available  to
Recipient,  upon request, the following services (the "Services") to be rendered
by the internal staff of TIMET and affiliates of TIMET:

          (a)   Consultation,   and  assistance   with  respect  to  certain  of
     Recipient's real properties and interests including  environmental  matters
     pertaining thereto;

          (b)  Consultation  and assistance in maintenance of financial  records
     and controls;

          (c) Consultation and assistance in with respect to the  administration
     and audit of Recipient's retiree medical plan;

          (d)  Consultation  and assistance with respect to abandoned  property,
     including,  without  limitation,  preparation  and filing of  reports  with
     government authorities; and

          (e) Such other services as Recipient may request from time to time.

     Section 2. Miscellaneous  Services.  It is the intent of the parties hereto
that TIMET 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

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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 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  Recipient  for the  Services  provided  pursuant  to this  Agreement,
Recipient will pay to TIMET the amount of out-of-pocket  costs incurred by TIMET
in rendering such Services.

     Section  3. Fee for  Services.  Recipient  agrees  to pay to TIMET  $28,705
quarterly on the first  business day of each quarter,  commencing as of April 1,
2003, 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 April 1, 2003 to December 31,
2003.

     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 TIMET 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,
TIMET shall 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  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 TIMET.

     Section 7. Indemnification of TIMET by Recipient. Recipient shall indemnify
and hold harmless TIMET, 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 TIMET or any such person may become subject arising out of the Services
provided by TIMET 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. 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.

     Section 9.  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.

     Section 10. 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:  President  or such other  address as it shall have
furnished  to  Recipient in writing,  and if intended  for  Recipient,  to Three
Lincoln Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,  Texas 75240,  Attention:
President, or such other address as it shall have furnished to TIMET in writing.

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     Section 11. 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 12. Successor and Assigns. This Agreement shall be binding upon and
inure to the benefit of TIMET 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  13.  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.


TITANIUM METALS CORPORATION                      TREMONT LLC




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


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