AMENDMENT TO RICHARDS BAY SLAG SALES AGREEMENT

                 AMENDMENT TO RICHARDS BAY SLAG SALES AGREEMENT

THIS AMENDING   AGREEMENT dated October 31, 2003 is made by and between   RICHARDS

BAY IRON AND TITANIUM   (PROPRIETARY)   LIMITED, a South African   corporation with

offices at Richards   Bay,   Natal,   South Africa   (hereafter   called   "RBIT") and

KRONOS   INC.,   a   Delaware   corporation   with   offices at 5 Cedar   Brook   Drive,

Cranbury, New Jersey, 08512, USA (hereinafter "Buyer").

WHEREAS RBIT and Buyer   entered   into an agreement   for the purchase and sale of

titanium   bearing slag   produced at RBIT's plant at Richards Bay,   Natal,   South

Africa (hereafter "RBIT Product") dated as of the 1st day of May, 1995,   amended

as of   November   3,1997,   May 1,   1999,   June 1,   2001   and   December   20,   2002

(hereinafter called the "Agreement");

WHEREAS the parties   wish to amend the   Agreement   for the sale and   purchase of

RBIT Product, effective January 1, 2003;

NOW THEREFORE,   for and in consideration of the covenants and conditions   herein

contained, the