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 parties hereto agree to amend the Agreement as follows:

1. Article V.A.5. shall be replaced with the following

     5. For 2003, the Basic Price of RB Slag shall be * per ton. *

          For 2004,  the Basic Price of RB Slag shall be * per ton.  For 2005 to
          2007  inclusively,  the Basic  Price of RB Slag shall be the  previous
          year's Basic Price plus Escalation as herein defined.

                                        *

          Should  RBIT  offer  spot  quantities  of RB Slag  for  sale to  major
          contract customers during the Term of the Agreement, Kronos Inc. shall
          be offered a pro-rata share of such spot  quantities in the proportion
          that its Contracted  Quantity  bears to the  contracted  quantities of
          such other major contract customers and have 7 days in which to accept
          or decline such offer.

2.   The  parties  hereby  ratify and confirm  the terms and  conditions  of the
     Agreement not specifically amended pursuant to this Amending Agreement.

IN WITNESS  WHEREOF,  the  parties  have caused this  Amending  Agreement  to be
executed by their duly authorized representatives.


RICHARDS BAY IRON AND TITANIUM                   KRONOS INC.
(PROPRIETARY) LIMITED


     ----------------------------                 ----------------------------
By:    /s/ John George Deyzel                By:    /s/ D.C. Weaver


Name:  John George Deyzel                    Name:  D.C. Weaver
       --------------------------                   --------------------------


 Title:  MAN. DIR. / CEO                     Title:  VP Development
         ------------------------                    -------------------------





* Information omitted pursuant to a request for confidential treatment.