NL INDUSTRIES INC
TREMONT CORPORATION ISA
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>TREMONT CORPORATION ISA
<TEXT>

                                                                    Exhibit 10.5

                       INTERCORPORATE SERVICES AGREEMENT


      INTERCORPORATE  SERVICES AGREEMENT  effective as of January 1, 2000 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 services 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)   certain administration and management services with respect to
                  Tremont'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) administration of Tremont's captive insurance
                        company;
                  (iv)  coordination of property loss control program;
                        and
                  (v)   administration of Tremont's insurance program, excluding
                        all employee benefit and welfare related programs.

            (b)   certain administration and management services with respect to
                  Tremont's real properties and interests;

            (c)   consultation  and  assistance  in  performing  internal  audit
                  projects, as requested; and

            (d)   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.









<PAGE>



      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
$77,700 (the "Annual Fee") for the Services  described in paragraphs 1(a), 1(b),
and  1(d)  above  payable  in  quarterly   installments  of  $19,425,  plus  all
out-of-pocket  expenses  incurred in  connection  with the  performance  of such
Services. In addition, Tremont will, within thirty (30) days after receipt of an
invoice (such invoices to occur no more  frequently  than once per month) pay to
NL an amount  equal to the  product  of $500  multiplied  by the  number of days
devoted by NL's internal auditors to providing  Services  described in paragraph
1(c) 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 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.

      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.







<PAGE>



      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.

      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,
2000,  and shall remain in effect for a term of one year until December 31, 2000
(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.







<PAGE>


      IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement as of
the 12th day of May, 2000,  which Agreement will be deemed to be effective as of
January 1, 2000.

                               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


</TEXT>
</DOCUMENT>
