NL INDUSTRIES INC
INTERCORPORATE SERVICES AGREEMENT - TIMET
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>nlform_10q2q2001ex10-1.txt
<DESCRIPTION>INTERCORPORATE SERVICES AGREEMENT - TIMET
<TEXT>
                                                                    Exhibit 10.1


                        INTERCORPORATE SERVICES AGREEMENT


         This  INTERCORPORATE  SERVICES  AGREEMENT  (the  "Agreement")  is  made
effective  as of January 1, 2001,  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 tax services and use of
NL's corporate aircraft 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)   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;

            (b)   use of corporate aircraft.

         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 $244,875
for the  Services  described  in  paragraph  1(a)  above  payable  in  quarterly
installments of $61,219 plus all  out-of-pocket  expenses incurred in connection
with the performance of such Services. Regarding Services described in Paragraph
1(b),  TIMET will pay to NL within  thirty (30) days after receipt of an invoice
an amount  equal to TIMET's  share of NL's  corporate  aircraft  expenses  which
includes  TIMET's  share of the monthly  management  fee (computed on a per hour
basis) and actual  flight  hour costs at a rate of $1,875 per hour  (subject  to
annual  escalation) plus fuel variable  charges,  segment fees and excise taxes.
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
thirty (30) 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

                                       1

<PAGE>

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,
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.

         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


                                       2

<PAGE>

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, 2001,  and shall  remain in effect for a term of one year until  December 31,
2001 (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.

         IN WITNESS  WHEREOF,  the parties  have duly  executed  this  Agreement
effective as of the 10th day of May, 2001,  which Agreement will be deemed to be
effective as of January 1, 2001.

                                        NL INDUSTRIES, INC.


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


                                        TITANIUM METALS CORPORATION


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




</TEXT>
</DOCUMENT>
