EXHIBIT 10.14


                        INTERCORPORATE SERVICES AGREEMENT

                                      AMONG

                              CONTRAN CORPORATION,

                                   TREMONT LLC

                                       AND

                           TITANIUM METALS CORPORATION


                           Dated as of January 1, 2004


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                                TABLE OF CONTENTS
                                                                            Page

ARTICLE I.   AMENDS AND SUPERSEDES PRIOR AGREEMENT............................2


ARTICLE II.  RETENTION OF CONTRAN.............................................2

         Section 2.1.  Performance of Contran Services........................2
         Section 2.2.  Director Services Not Included.........................2
         Section 2.3.  Outside Services.......................................2
         Section 2.4.  Disclaimer, Limited Liability; Indemnification.........3

ARTICLE III. RETENTION OF TIMET.............................................. 3

         Section 3.1.  TIMET Services.........................................3
         Section 3.2.  TIMET Occupancy and Related Office Services............4
         Section 3.3.  Outside Services.......................................4
         Section 3.4.  Disclaimer, Limited Liability; Indemnification.........4

ARTICLE IV.  COMPENSATION.....................................................5

         Section 4.1.  Compensation for Services..............................5
         Section 4.2.  Out-of-Pocket Costs....................................5

ARTICLE V.   CONFIDENTIALITY..................................................5

         Section 5.1.  Confidentiality........................................5

ARTICLE VI.  MISCELLANEOUS....................................................6

         Section 6.1.  Maintenance and Inspection of Records..................6
         Section 6.2.  Notices................................................6
         Section 6.3.  Term; Renewal..........................................7
         Section 6.4.  Independent Contractor.................................7
         Section 6.5.  Force Majeure..........................................7
         Section 6.6.  Entire Agreement.......................................7
         Section 6.7.  Amendments.............................................7
         Section 6.8.  Severability...........................................7
         Section 6.9.  Counterparts...........................................8
         Section 6.10. Successors and Assigns.................................8
         Section 6.11. Governing Law..........................................8
         Section 6.12. Submission to Jurisdiction; Service; Waivers...........8
         Section 6.13. No Third-Party Beneficiaries...........................8
         Section 6.14. Titles and Headings....................................8

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                        INTERCORPORATE SERVICES AGREEMENT

     This  Intercorporate  Services  Agreement  ("Agreement")  is  entered  into
effective  as  of  January  1,  2004  (the  "Effective  Date"),   among  Contran
Corporation, a Delaware corporation ("Contran"), Tremont LLC, a Delaware limited
liability  company  ("Tremont"),  and Titanium  Metals  Corporation,  a Delaware
corporation ("TIMET")

                                    Recitals

     A. TIMET and Tremont are indirectly held subsidiaries of Contran.

     B. TIMET has and will have the need for executive,  management,  financial,
audit, accounting, tax, legal, insurance, risk management,  treasury, technical,
consulting,  administrative  and other services as required from time to time in
the ordinary course of TIMET's business (collectively,  the "Contran Services"),
but has  determined  that it is not cost  effective  to  obtain  and  separately
maintain the infrastructure  associated with the Contran Services,  particularly
the costs  associated  with  attracting and maintaining on its payroll on a full
time basis a full complement of skilled employees.

     C.  Tremont has and will have the need for  management,  financial,  audit,
accounting, tax, human resources, legal, technical, consulting,  administrative,
real  property and other  services as required from time to time in the ordinary
course of  Tremont's  business  (collectively,  the "TIMET  Services"),  but has
determined  that it is not cost effective to obtain and separately  maintain the
infrastructure  associated  with the  TIMET  Services,  particularly  the  costs
associated with attracting and maintaining on its payroll on a full time basis a
full complement of skilled employees.

     D. Contran also has and will have the need for the use of certain occupancy
and related office services at TIMET's corporate  offices,  which services shall
include,  without  limitation,  mail,   telecommunication,   copying  and  other
reasonable  office services  related to such occupancy (the "TIMET Occupancy and
Related Office Services" and collectively with the TIMET Services, the "Combined
TIMET Services").

     E.  Contran is able and willing to provide  the Contran  Services to TIMET,
and TIMET desires to engage Contran as an independent  contractor to provide the
Contran Services in accordance with the terms set forth in this Agreement.

     F. TIMET is able and willing to provide the TIMET Services to Tremont,  and
Tremont  desires to engage  TIMET as an  independent  contractor  to provide the
TIMET Services in accordance with the terms set forth in this Agreement.

     G. TIMET is able and  willing to provide  the TIMET  Occupancy  and Related
Office  Services  to  Contran  in  accordance  with the  terms set forth in this
Agreement.

                                    Agreement

     For  and in  consideration  of the  mutual  promises,  representations  and
covenants contained in this Agreement, the parties agree as follows.

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                                   ARTICLE I.
                     AMENDS AND SUPERSEDES PRIOR AGREEMENTS

     This  Agreement   amends  and  supersedes  in  its  entirety  that  certain
Intercorporate Services Agreement effective as of January 1, 2003 by and between
Contran and TIMET and that certain  Intercorporate  Services Agreement effective
as of January 1, 2003 by and between Tremont and TIMET.

                                   ARTICLE II.
                              RETENTION OF CONTRAN

     Section 2.1. Contran Services.

          (a) TIMET  hereby  engages and retains  Contran to perform the Contran
     Services  and Contran  hereby  accepts and agrees to provide  such  Contran
     Services  to  TIMET  upon  the  terms  and  conditions  set  forth  in this
     Agreement.  All Contran Services to be provided by Contran  hereunder shall
     be performed at the request and under the  direction of TIMET,  and Contran
     shall not have any power to act independently on behalf of TIMET other than
     as  specifically  authorized  under this  Agreement or from time to time by
     TIMET.  Contran shall provide  Contran  Services in connection with routine
     functions related to the ongoing ordinary course of TIMET's  business.  The
     Contran  Services  rendered  in  connection  with the  conduct  of  TIMET'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 adjustments
     may be required to the terms of this  Agreement  in the event of such major
     corporate acquisitions, divestitures or special projects.

          (b) Contran shall  determine  the  corporate  facilities to be used in
     rendering  the Contran  Services and the  individuals  who will render such
     Contran Services.

          (c) Contran will use reasonable  efforts to make the Contran  Services
     available  with  substantially  the same  degree of care as it  employs  in
     making similar services available for its own operations.

          (d) Those employees or agents of Contran who perform similar  services
     for Contran or for other  affiliates of Contran,  or both, will perform the
     Contran Services.

          (e)  Nothing  herein  shall be  deemed  to  restrict  any party or its
     directors,  officers, employees or agents from engaging in any business, or
     from contracting with other parties, including,  without limitation,  other
     affiliates of Contran, for similar or different services.

     Section 2.2.  Director  Services Not Included.  The Contran Services do not
include any  services  that  employees  of Contran may provide to TIMET in their
roles as members of TIMET's board of directors or any other activity  related to
such board of directors.

     Section 2.3. Outside Services.  TIMET will continue to bear all other costs
required  for  outside  services  within  the  scope  of  the  Contran  Services

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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 this Article.

     Section 2.4. Disclaimer, Limited Liability; Indemnification.

          (a) Except as expressly provided elsewhere in this Agreement,  Contran
     makes no express  or  implied  representations,  warranties  or  guarantees
     relating to the  Contran  Services or the quality or results of the Contran
     Services to be performed under this Agreement.

          (b) Contran,  its  directors,  officers,  employees,  stockholders  or
     agents  shall  not be liable to TIMET or any  third  party,  including  any
     governmental agency, for any claims, demands, losses, liabilities, damages,
     costs or expenses,  including  attorneys' and expert witness fees,  arising
     from or in connection with the Contran  Services,  other than those arising
     from or in connection  with the gross  negligence or willful  misconduct of
     Contran  or its  directors,  officers,  employees,  stockholders  or agents
     (collectively, "Contran No Liability Claims").

          (c) TIMET assumes all liability  for, and agrees to defend,  indemnify
     and hold Contran harmless from and against all Contran No Liability Claims.
     TIMET assumes all liability  for, and agrees to defend,  indemnify and hold
     Contran's directors,  officers, employees,  stockholders or agents harmless
     from,  Contran No Liability  Claims to the same extent that  Contran  could
     assume such  liability for, or defend,  indemnify and hold  harmless,  such
     entity or person.  TIMET  shall  promptly  advance  expenses as incurred by
     Contran  its  directors,  officers,  employees,  stockholders  or agents in
     connection with TIMET's obligations under this Section.

                                  ARTICLE III.
                               RETENTION OF TIMET

     Section 3.1. TIMET Services.

          (a) Tremont  hereby  engages  and  retains  TIMET to perform the TIMET
     Services and TIMET hereby accepts and agrees to provide such TIMET Services
     to Tremont upon the terms and conditions set forth in this  Agreement.  All
     TIMET Services to be provided by TIMET  hereunder shall be performed at the
     request and under the  direction  of Tremont,  and TIMET shall not have any
     power to act  independently on behalf of Tremont other than as specifically
     authorized  under this  Agreement  or from time to time by  Tremont.  TIMET
     shall provide TIMET Services in connection with routine  functions  related
     to the ongoing  ordinary course of Tremont's  business.  The TIMET Services
     rendered in connection with the conduct of Tremont'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 adjustments may be required to
     the  terms  of  this  Agreement  in  the  event  of  such  major  corporate
     acquisitions, divestitures or special projects.

          (b) TIMET  shall  determine  the  corporate  facilities  to be used in
     rendering the TIMET Services and the individuals who will render such TIMET
     Services.

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          (c) TIMET  will use  reasonable  efforts  to make the  TIMET  Services
     available  with  substantially  the same  degree of care as it  employs  in
     making similar services available for its own operations.

          (d) Those  employees or agents of TIMET who perform  similar  services
     for TIMET or for other affiliates of TIMET, or both, will perform the TIMET
     Services.

          (e)  Nothing  herein  shall be  deemed  to  restrict  any party or its
     directors,  officers, employees or agents from engaging in any business, or
     from contracting with other parties, including,  without limitation,  other
     affiliates of Contran, for similar or different services.

     Section 3.2. TIMET  Occupancy and Related Office  Services.  Contran hereby
engages and  retains  TIMET to provide the TIMET  Occupancy  and Related  Office
Services.

     Section 3.3.  Outside  Services.  Tremont  will  continue to bear all other
costs  required  for  outside  services  within the scope of the TIMET  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 this Article.

     Section 3.4. Disclaimer, Limited Liability; Indemnification.

          (a) Except as expressly  provided  elsewhere in this Agreement,  TIMET
     makes no express  or  implied  representations,  warranties  or  guarantees
     relating to the  Combined  TIMET  Services or the quality or results of the
     Combined TIMET Services to be performed under this Agreement.

          (b) TIMET, its directors, officers, employees,  stockholders or agents
     shall not be liable to Contran,  Tremont or any third party,  including any
     governmental agency, for any claims, demands, losses, liabilities, damages,
     costs or expenses,  including  attorneys' and expert witness fees,  arising
     from or in  connection  with the TIMET  Services,  other than those arising
     from or in connection  with the gross  negligence or willful  misconduct of
     TIMET  or  its  directors,  officers,  employees,  stockholders  or  agents
     (collectively, "TIMET No Liability Claims").

          (c) Contran,  its  directors,  officers,  employees,  stockholders  or
     agents  shall not be liable to Tremont or any third  party,  including  any
     governmental agency, for any claims, demands, losses, liabilities, damages,
     costs or expenses,  including  attorneys' and expert witness fees,  arising
     from or in connection with the TIMET Services (collectively, with the TIMET
     No Liability Claims, the "Contran and TIMET No Liability Claims").

          (d) Tremont assumes all liability for, and agrees to defend, indemnify
     and hold (i) TIMET harmless from and against all TIMET No Liability Claims,
     and (ii)  Contran  harmless  from and  against  all  Contran  and  TIMET No
     Liability Claims.  Tremont assumes all liability for, and agrees to defend,
     indemnify and hold TIMET's directors, officers, employees,  stockholders or
     agents  harmless  from,  TIMET No Liability  Claims to the same extent that

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     TIMET  could  assume such  liability  for,  or defend,  indemnify  and hold
     harmless,  such entity or person.  Tremont  assumes all liability  for, and
     agrees  to  defend,  indemnify  and  hold  Contran's  directors,  officers,
     employees,  stockholders  or agents  harmless  from,  Contran  and TIMET No
     Liability  Claims  to the  same  extent  that  Contran  could  assume  such
     liability  for,  or defend,  indemnify  and hold  harmless,  such entity or
     person.  Tremont shall  promptly  advance  expenses as incurred by TIMET or
     Contran, or either of their directors, officers, employees, stockholders or
     agents, in connection with Tremont's obligations under this Section.

                                   ARTICLE IV.
                                  COMPENSATION

     Section 4.1. Compensation for Services.

          (a) Contran and TIMET shall agree on the aggregate annual amount for a
     particular  year that (i) TIMET shall owe Contran for the Contran  Services
     (the "Contran Services Annual Amount") and (ii) Contran shall owe TIMET for
     the TIMET Occupancy and Related Office  Services (the "TIMET  Occupancy and
     Related Office Services Annual Amount").

          (b) Tremont and TIMET shall agree on an annual amount for a particular
     year that  Tremont  shall owe TIMET  for the  TIMET  Services  (the  "TIMET
     Services  Annual  Amount," and  collectively  with the TIMET  Occupancy and
     Related Office Services Annual Amount,  the "Combined TIMET Services Annual
     Amount").

          (c) TIMET shall pay to Contran in advance  quarterly  around the first
     business  day of each  quarter  one  fourth of the  result  of the  Contran
     Services Annual Amount less the Combined TIMET Services Annual Amount.

          (d) Tremont shall pay to Contran in advance quarterly around the first
     business  day of each  quarter  one  fourth  of the TIMET  Services  Annual
     Amount.

          (e)  From  time to time  upon a change  to the  annual  amounts  for a
     particular   year,  the  parties,   as  applicable,   shall  promptly  make
     appropriate payments to reflect such change.

          (f) All charges  under this  Agreement are intended to be equal to the
     actual cost of such charges without premium or mark-up.

     Section 4.2. Out-of-Pocket Costs. In addition to the fees paid for services
under this  Agreement,  each party will  promptly pay to the  appropriate  other
party the amount of out-of-pocket costs incurred by the other party in rendering
such services.

                                   ARTICLE V.
                                 CONFIDENTIALITY

     Section  5.1.  Confidentiality.  Each party  shall hold and shall cause its
directors,    officers,    employees,    agents,    consultants   and   advisors
("Representatives")  to hold in strict confidence all information concerning the
other party unless (i) such party is compelled to disclose such  information  by

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judicial or administrative  process or, in the opinion of its counsel,  by other
requirements  of law or (ii) such  information  can be shown to have been (A) in
the public domain  through no fault of such party or (B) lawfully  acquired on a
non-confidential basis from other sources.  Notwithstanding the foregoing,  such
party may  disclose  such  information  to its  Representatives  so long as such
persons  are  informed  by  such  party  of  the  confidential  nature  of  such
information   and  are  directed  by  such  party  to  treat  such   information
confidentially.  If such  party or any of its  Representatives  becomes  legally
compelled to disclose any documents or information subject to this Section, such
party will promptly  notify the other party (or parties) so that the other party
(or parties)  may seek a protective  order or other remedy or waive such party's
(or parties') compliance with this Section. If no such protective order or other
remedy is obtained or waiver granted,  such party will furnish only that portion
of the  information  that it is advised by counsel is legally  required and will
exercise its reasonable  efforts to obtain adequate  assurance that confidential
treatment will be accorded such information. Such party agrees to be responsible
for any breach of this Section by it and its Representatives.

                                   ARTICLE VI.
                                  MISCELLANEOUS

     Section 6.1.  Maintenance and Inspection of Records.  Each party shall keep
accurate books,  accounts and records regarding  services it provides under this
Agreement as may be  reasonably  necessary for purposes of this  Agreement.  The
recipient of the services under this Agreement shall be permitted to inspect the
books,  accounts and records of the provider of such services at any  reasonable
time.

     Section 6.2. Notices. All notices and other communications  hereunder shall
be in  writing,  and  shall be  delivered  by hand or mailed  by  registered  or
certified  mail (return  receipt  requested) or  transmitted by facsimile to the
parties at the following  addresses  (or at such other  addresses for a party as
shall be  specified  by like  notice)  and shall be deemed  given on the date on
which such notice is received:

         If to Contran:    Contran Corporation.
                           Three Lincoln Centre
                           5430 LBJ Freeway, Suite 1700
                           Dallas, Texas   75240-2697
                           Attention:  General Counsel
                           Phone:  972.450.4251
                           Fax:  972.448.1445

         If to Tremont:    Tremont LLC
                           Three Lincoln Centre
                           5430 LBJ Freeway, Suite 1700
                           Dallas, Texas   75240-2697
                           Attention:  General Counsel
                           Phone:  972.450.4251
                           Fax:  972.448.1445

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         If to TIMET:      Titanium Metals Corporation
                           1999 Broadway, Suite 4300
                           Denver, Colorado   80202
                           Attention:  General Counsel
                           Phone:  303.296.5647
                           Fax:  303.291.2990

     Section  6.3.  Term;  Renewal.  The initial  term of this  Agreement  shall
commence as of the  Effective  Date and end on December 31,  2004,  but shall be
automatically renewed on a quarter-to-quarter  basis after the expiration of the
initial term.  Any party may terminate  this Agreement as to such party's rights
and obligations by giving written notice of termination to the other parties not
less than  thirty  (30)  days in  advance  of the  first day of each  successive
quarter.  In addition,  in the event of a material default hereunder by a party,
either of the  non-defaulting  parties may  terminate  this  Agreement as to the
defaulting  party upon thirty  (30) days prior  written  notice if such  default
remains  uncured and is  continuing  for twenty  (20) days after  receipt by the
defaulting  party  of such  written  notice  of  intent  to  terminate.  A final
accounting  and  payment  by one  party to the  others  of all  amounts  payable
hereunder  shall be made  pursuant to the terms hereof  within  thirty (30) days
following such termination.

     Section 6.4.  Independent  Contractor.  Each party shall be an  independent
contractor  and not an employee of, or partner or joint venturer with, any other
party to this Agreement.

     Section 6.5. Force Majeure.  No party shall be in default of this Agreement
or liable to the other  parties  for any delay or default in  performance  where
occasioned by any cause of any kind or extent beyond its control,  including but
not limited to,  armed  conflict or economic  dislocation  resulting  therefrom;
embargoes;   shortages  of  labor,  raw  materials,   production  facilities  or
transportation;  labor difficulties;  civil disorders of any kind; action of any
civil or military authorities  (including,  priorities and allocations);  fires;
floods and accidents.  The dates on which the obligations of the party are to be
fulfilled shall be extended for a period equal to the time lost by reason of any
delay arising, directly or indirectly from:

          (a) Any of the foregoing causes, or

          (b) Inability of a party,  as a result of causes beyond its reasonable
     control,  to obtain  instruction or information from the other  appropriate
     party in time to perform its obligations by such dates.

     Section  6.6.  Entire  Agreement.  This  Agreement  constitutes  the entire
understanding  among the parties with respect to the subject  matter  hereof and
all prior  agreements  or  understandings  shall be  deemed  merged  herein.  No
representations,  warranties or certifications,  express or implied, shall exist
as between the parties except as stated herein.

     Section 6.7.  Amendments.  No amendments,  waivers or modifications  hereof
shall be made or deemed to have been made  unless in  writing,  executed  by the
party or parties to be bound thereby.

     Section  6.8.  Severability.  If any  provision  in this  Agreement  or the
application  of such provision to any person or  circumstance  shall be invalid,

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illegal or unenforceable,  the remainder of this Agreement or the application of
such provision to persons or circumstances  other than those to which it is held
invalid, illegal or unenforceable shall not be affected thereby.

     Section 6.9. Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which when taken together shall constitute this Agreement.

     Section  6.10.   Successors  and  Assigns.  This  Agreement  shall  not  be
assignable,  in whole or in part,  directly or  indirectly,  by any party hereto
without the prior written consent of the other parties  hereto,  and any attempt
to assign any rights or obligations  arising,  under this Agreement without such
consent shall be void.  This Agreement  shall be binding,  upon and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.

     Section  6.11.  Governing  Law.  This  Agreement  shall be  governed by and
construed in accordance  with the domestic  laws of the state of Texas,  without
giving effect to any choice of law or conflict of law provision or rule (whether
of  the  state  of  Texas  or any  other  jurisdiction)  that  would  cause  the
application of the laws of any jurisdiction other than the state of Texas.

     Section 6.12. Submission to Jurisdiction; Service; Waivers. WITH RESPECT TO
ANY CLAIM ARISING OUT OF THIS AGREEMENT, EACH PARTY (A) IRREVOCABLY SUBMITS, FOR
ITSELF AND ITS  PROPERTY,  TO THE  JURISDICTION  OF THE FEDERAL OR STATE  COURTS
LOCATED IN DALLAS COUNTY,  TEXAS (B) AGREES THAT THE VENUE FOR ANY SUIT,  ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE EXCLUSIVE TO
SUCH COURTS, AND (C) IRREVOCABLY WAIVES ANY OBJECTION IT MAY HAVE AT ANY TIME TO
THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT,  IRREVOCABLY  WAIVES ANY CLAIM THAT
ANY SUCH SUIT,  ACTION OR PROCEEDING  BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN  INCONVENIENT  FORUM AND FURTHER  IRREVOCABLY  WAIVES THE RIGHT TO OBJECT,
WITH  RESPECT TO SUCH  CLAIM,  SUIT,  ACTION OR  PROCEEDING  BROUGHT IN ANY SUCH
COURT,  THAT SUCH COURT DOES NOT HAVE  JURISDICTION  OVER IT. EACH PARTY  HEREBY
IRREVOCABLY  CONSENTS  TO THE  SERVICE OF  PROCESS  IN ANY SUCH SUIT,  ACTION OR
PROCEEDING  IN ANY OF THE  AFORESAID  COURTS  BY THE  MAILING  OF COPIES OF SUCH
PROCESS TO THE PARTY, BY CERTIFIED OR REGISTERED  MAIL AT THE ADDRESS  SPECIFIED
IN SECTION 6.2.

     Section 6.13. No  Third-Party.  This Agreement is solely for the benefit of
the  parties  hereto and should not be deemed to confer  upon third  parties any
remedy,  claim,  liability,  reimbursement,  claim of action  or other  right in
excess of those existing without reference to this Agreement.

     Section 6.14.  Titles and Headings.  Titles and headings to sections herein
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.

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     Executed as of the Effective Date.

                                CONTRAN CORPORATION


                                By:  /s/ Bobby D. O'Brien
                                     -----------------------------------------
                                     Bobby D. O'Brien, Vice President



                                TREMONT LLC


                                By:  /s/ Robert D. Graham
                                     -----------------------------------------
                                     Robert D. Graham, Vice President



                                TITANIUM METALS CORPORATION


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


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