INTERCORPORATE SERVICES AGREEMENT

                                     BETWEEN

                               CONTRAN CORPORATION

                                       AND

                                   VALHI, INC.


                           Dated as of January 1, 2004


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                       TABLE OF CONTENTS
                                                                         Page

ARTICLE I.  AMENDS AND SUPERSEDES PRIOR AGREEMENT..........................1


ARTICLE II.  RETENTION OF CONTRAN..........................................1

         Section 2.1.  Performance of Services.............................1
         Section 2.2.  Director Services Not Included......................2
         Section 2.3.  Outside Services....................................2
         Section 2.4.  Disclaimer, Limited Liability; Indemnification......2

ARTICLE III.  COMPENSATION.................................................3

         Section 3.1.  Compensation for Services...........................3
         Section 3.2.  Out-of-Pocket Costs.................................3

ARTICLE IV.  CONFIDENTIALITY...............................................3

         Section 4.1.  Confidentiality.....................................3

ARTICLE V.  MISCELLANEOUS..................................................3

         Section 5.1.  Maintenance and Inspection of Records...............3
         Section 5.2.  Notices.............................................4
         Section 5.3.  Term; Renewal.......................................4
         Section 5.4.  Independent Contractor..............................4
         Section 5.5.  Force Majeure.......................................4
         Section 5.6.  Entire Agreement....................................5
         Section 5.7.  Amendments..........................................5
         Section 5.8.  Severability........................................5
         Section 5.9.  Counterparts........................................5
         Section 5.10.  Successors and Assigns.............................5
         Section 5.11.  Governing Law......................................5
         Section 5.12.  Submission to Jurisdiction; Service; Waivers.......5
         Section 5.13.  No Third-Party Beneficiaries.......................6
         Section 5.14.  Titles and Headings................................6



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                        INTERCORPORATE SERVICES AGREEMENT

     This  Intercorporate  Services  Agreement  ("Agreement")  is  entered  into
effective  as of  January  1,  2004  (the  "Effective  Date"),  between  Contran
Corporation,  a Delaware  corporation  ("Contran"),  and Valhi, Inc., a Delaware
corporation ("Valhi")

                                    Recitals

     A. Valhi is an indirectly held subsidiary of Contran.

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

     C. Contran is able and willing to provide the Services to Valhi,  and Valhi
desires to engage Contran as an  independent  contractor to provide the Services
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.

                                   ARTICLE I.
                      AMENDS AND SUPERSEDES PRIOR AGREEMENT

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

                                   ARTICLE II.
                              RETENTION OF CONTRAN

     Section 2.1. Performance of Services.

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

          (c) Contran will use reasonable efforts to make the 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
     Services.

          (e) Nothing  herein  shall be deemed to restrict  either  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 Services do not include
any  services  that  employees of Contran may provide to Valhi in their roles as
members of Valhi's  board of  directors  or any other  activity  related to such
board of directors.

     Section 2.3. Outside Services.  Valhi 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 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  Services  or the quality or results of the  Services to be
     performed under this Agreement.

          (b) Contran,  its  directors,  officers,  employees,  stockholders  or
     agents  shall  not be liable to Valhi 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 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,
     "No Liability Claims").

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

                                  ARTICLE III.
                                  COMPENSATION

          Section 3.1. Compensation for Services.

          (a) Contran and Valhi shall agree on the aggregate  annual amount that
     Valhi shall pay Contran for the Services for a particular year.

          (b) Valhi  shall pay to Contran  one  fourth of the  annual  amount in
     advance quarterly around the first business day of each quarter.

          (c)  From  time to time  upon a  change  to the  annual  amount  for a
     particular  year,  Contran or Valhi,  as  applicable,  shall  promptly make
     appropriate payments to the other party to reflect such change.

          (d) All charges  from Contran to Valhi are intended to be equal to the
     actual cost of such expenses without premium or mark-up to Contran.

     Section 3.2. Out-of-Pocket Costs. In addition to the fee paid to Contran by
Valhi for the  Services,  Valhi  will  promptly  pay to  Contran  the  amount of
out-of-pocket costs incurred by Contran in rendering such Services.

                                   ARTICLE IV.
                                 CONFIDENTIALITY

     Section  4.1.  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
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 so that the other party may seek a
protective  order or other  remedy or waive such  party's  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 V.
                                  MISCELLANEOUS

     Section 5.1.  Maintenance  and  Inspection  of Records.  Contran shall keep
accurate books, accounts and records regarding the Services as may be reasonably
necessary  for purposes of this  Agreement.  Valhi shall be permitted to inspect
such books, accounts and records at any reasonable time.

     Section 5.2. 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 Valhi:               Valhi, Inc.
                                    Three Lincoln Centre
                                    5430 LBJ Freeway, Suite 1700
                                    Dallas, Texas   75240-2697
                                    Attention:  General Counsel
                                    Phone:  972.450.4251
                                    Fax:  972.448.1445

     Section  5.3.  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. Either party may terminate this Agreement by giving written notice
of  termination  to the other party 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, the  non-defaulting  party may terminate
this  Agreement  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  other  of all  amounts  payable
hereunder  shall be made  pursuant to the terms hereof  within  thirty (30) days
following such termination.

     Section  5.4.  Independent  Contractor.  Contran  shall  be an  independent
contractor and not an employee of, or partner or joint venturer with, Valhi.

     Section 5.5. Force Majeure.  No party shall be in default of this Agreement
or liable to the other  party 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 party in time
     to perform its obligations by such dates.

     Section  5.6.  Entire  Agreement.  This  Agreement  constitutes  the entire
understanding  between the parties with respect to the subject matter hereof and
all prior  agreements  or  understandings  shall be  deemed  merged  herein.  No
representations,  warranties and if  certifications,  express or implied,  shall
exist as between the parties except as stated herein.

     Section 5.7.  Amendments.  No amendments,  waivers or modifications  hereof
shall be made or deemed to have been made  unless in  writing,  executed  by the
party to be bound thereby.

     Section  5.8.  Severability.  If any  provision  in this  Agreement  or the
application  of such provision to any person or  circumstance  shall be invalid,
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 5.9. 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  5.10.   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 party 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  5.11.  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 5.12. 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 5.2.

     Section 5.13. No  Third-Party  Beneficiaries.  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 5.14.  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.

     Executed as of the Effective Date.

                                     CONTRAN CORPORATION




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

                                        VALHI, INC.




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