INTERCORPORATE SERVICES AGREEMENT


     This INTERCORPORATE SERVICES AGREEMENT (the "Agreement") is made effective
as of January 1, 1998, by and between Titanium Metals Corporation ("TIMET"), a
Delaware corporation, and NL Industries, Inc. ("NL"), a New Jersey corporation.

     WHEREAS, TIMET desires that NL provide certain insurance, risk management,
loss control, internal audit, tax, and executive secretarial and administrative
services to TIMET, as set forth in this Agreement.

     NOW, THEREFORE, in consideration of the premises and promises set forth
herein and for other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties to this Agreement agree as follows:

     1.   SERVICES PROVIDED.  NL will make available to TIMET and its
subsidiaries the following services (the "Services"):

          (a)  certain administration and management services with respect
               to TIMET's insurance and risk management needs, including:

               (i)  management of claims (including insured and self-
                    insured workers compensation and liability
                    claims);
               (ii) budgeting and related activities;
               (iii)     coordination of property loss control
                    program; and

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               (iv) administration of TIMET's insurance program,
                    excluding all employee benefit and welfare
                    related programs.

          (b)  consultation and assistance in performing internal
               audit projects, as requested.

          (c)  consultation and assistance in tax management and
               administration, including, without limitation,
               preparation and filing of tax returns, tax reporting,
               examinations by government authorities and tax planning.

          (d)  certain executive secretarial and administrative
               services.


                                                                         

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     2.   FEES FOR SERVICES AND REIMBURSEMENT OF EXPENSES.  During the Term (as
defined below) of the Agreement, TIMET shall pay to NL an annual fee of $335,000
for the Services described in paragraphs 1(a), 1(c), and 1(d) above payable in
quarterly installments of $83,750 plus all out-of-pocket expenses incurred in
connection with the performance of such Services.  In addition, TIMET will pay
to NL within thirty (30) days after receipt of an invoice (such invoices to
occur no more frequently than once per month) an amount equal to the product of
600 multiplied by the number of days devoted by NL's internal auditors to
providing Services described in paragraph 1(b) above times the number of
internal auditors providing such Services plus all out-of-pocket expenses
incurred in the performance of such Services.  Notwithstanding the foregoing, in
the event that TIMET determines, in its sole discretion, that it no longer
desires certain of the Services or NL determines, in its sole discretion, that
it no longer desires to provide certain of the Services, then TIMET or NL, as
appropriate, shall provide the other party with a ninety (90) day prior written
notice of cancellation describing the Services to be terminated or discontinued
and TIMET and NL during such ninety-day period shall agree to a pro-rata
reduction of the fees due hereunder for such terminated or discontinued
Services.

     3.   LIMITATION OF LIABILITY.  In providing Services hereunder, NL shall
have a duty to act, and to cause its agents to act, in a reasonably prudent
manner, but neither NL nor any officer, director, employee or agent of NL shall
be liable to TIMET or its subsidiaries for any error of judgment or mistake of
law or for any loss incurred by TIMET or its subsidiaries in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of NL or from NL's
reckless disregard of obligations and duties under this Agreement.

     4.   INDEMNIFICATION OF NL BY TIMET.  TIMET shall indemnify and hold
harmless NL, its subsidiaries and their respective officers, directors and
employees from and against any and all losses, liabilities, claims, damages,
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costs and expenses (including reasonable attorneys' fees and other expenses of
litigation)  to which such party may become subject arising out of the provision
by NL to TIMET and its subsidiaries of any of the Services, provided that such
indemnity shall not protect any such party against any liability to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations and duties hereunder.

     5.   FURTHER ASSURANCE.  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
by required in order to effectuate the purposes of this Agreement and to carry
out the terms hereof.
                                                                          


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     6.   NOTICES.  All communications hereunder shall be in writing and shall
be addressed to:

          If to NL:           NL Industries, Inc.
                         16825 Northchase Drive, Suite 1200
                         Houston, Texas 77060
                         Attention:  General Counsel

          If to TIMET:        Titanium Metals Corporation
                         1999 Broadway, Suite 4300
                         Denver, Colorado 80202
                         Attention:  General Counsel

          or such other address as the parties shall have specified in writing.

     7.   AMENDMENT AND MODIFICATION.  Neither this Agreement nor any item
hereof may be changed, waived, discharged or terminated other than by agreement
in writing signed by the parties hereto.

     8.   SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties hereto,
provided that this Agreement may not be assigned by either of the parties hereto
without the prior written consent of the other party.

     9.   MISCELLANEOUS.  The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.  This Agreement constitutes the entire
agreement, and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect to the subject matter hereof.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same

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instrument.  This Agreement shall be governed in all respects, including
validity, interpretation and affect, by the laws of the State of Texas.

     10.  TERM OF AGREEMENT.  This Agreement shall be effective as of January 1,
1998, and shall remain in effect for a term of one year until December 31, 1998
(the "Term"); provided, however, the Agreement shall be extended on a quarter-
to-quarter basis after the expiration of the Term unless written notification is
given by either party thirty (30) days in advance of the first day of each
successive quarter or unless it is terminated or superseded by a subsequent
written agreement of the parties hereto.  Upon such termination or upon the
expiration of this Agreement, the parties' rights and obligations hereunder
shall cease and terminate except with respect to rights and obligations arising
on or prior to the date of expiration or termination and the rights and
obligations arising under paragraph 4 above.

                                                                           
                                                                           
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     IN WITNESS WHEREOF, the parties have duly executed this Agreement effective
as of the _____ day of July, 1998, which Agreement will be deemed to be
effective as of January 1, 1998.

                              NL INDUSTRIES, INC.


                              By:____________________________________
                                   Dennis G. Newkirk
                                   Vice President


                              TITANIUM METALS CORPORATION


                              By:____________________________________
                                   J. Thomas Montgomery
                                   Vice President




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