NL INDUSTRIES INC
INTERCORPORATE SERVICES AGREEMENT - TREMONT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>nlform_10q1q2002ex10-2.txt
<DESCRIPTION>INTERCORPORATE SERVICES AGREEMENT - TREMONT
<TEXT>
                                                                    EXHIBIT 10.2


                        INTERCORPORATE SERVICES AGREEMENT


        INTERCORPORATE SERVICES AGREEMENT effective as of January 1, 2002 by and
between  Tremont  Corporation  ("Tremont"),  a  Delaware  corporation,   and  NL
Industries, Inc. ("NL"), a New Jersey corporation.

        WHEREAS, Tremont desires that NL provide certain tax services and use of
NL's corporate  aircraft to Tremont,  and NL is willing to provide such services
to Tremont pursuant to the terms of this Agreement.

        NOW, THEREFORE,  in consideration of the premises and promises set forth
herein, the parties to this Agreement agree as follows:

        1. Services  Provided.  NL will make  available to Tremont the following
services (the "Services"):

               (a)    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; and

               (b)    use of corporate aircraft.

        2. Fees for Services and Reimbursement of Expenses.  During the Term (as
defined  below) of this  Agreement,  Tremont  shall  pay to NL an annual  fee of
$81,650 (the "Annual  Fee") for the Services  described in paragraph  1(a) above
payable in quarterly  installments  of $20,412 plus all  out-of-pocket  expenses
incurred in connection with the performance of such Services. Regarding Services
described in  Paragraph  1(b),  Tremont  will pay to NL within  thirty (30) days
after receipt of an invoice an amount equal to Tremont's share of NL's corporate
aircraft expenses which includes  Tremont's share of the monthly  management fee
(computed on a per hour basis) and actual  flight hour costs at a rate of $1,911
per hour (subject to annual escalation) plus fuel variable charges, segment fees
and excise  taxes.  Notwithstanding  the  foregoing,  in the event that  Tremont
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  Tremont or NL, as  appropriate,  shall
provide  the  other  party  with a  thirty  (30) day  prior  written  notice  of
cancellation  describing  the  Services to be  terminated  or  discontinued  and
Tremont 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.


<PAGE>

        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 Tremont or its subsidiaries for any error of judgment or mistake of
law or for any loss incurred by Tremont 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 Tremont.  Tremont 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,
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 Tremont 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 by 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
be required in order to effectuate  the purposes of this  Agreement and to carry
out the terms hereof.

        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 Tremont:       Tremont 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.

                                      -2-
<PAGE>

        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
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, 2002,  and shall  remain in effect for a term of one year until  December 31,
2002 (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.

        11.  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.

        IN WITNESS WHEREOF,  the parties have duly executed this Agreement as of
the 8th day of May, 2002,  which Agreement will be deemed to be effective as of
January 1, 2002.

                                            NL INDUSTRIES, INC.


                                            By:/s/ Robert D. Hardy
                                               ---------------------------------
                                                   Robert D. Hardy
                                                   Vice President

                                            TREMONT CORPORATION


                                            By:/s/ Mark A. Wallace
                                               ---------------------------------
                                                   Mark A. Wallace
                                                   Vice President

                                      -3-

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