EXHIBIT 10.7

                AMENDMENT TO RICHARDS BAY SLAG SALES AGREEMENT

THIS AMENDING  AGREEMENT dated December 20, 2002 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 and June 1, 2001  (hereinafter  called the
"Agreement");

WHEREAS  the  parties  wish to amend and extend the  Agreement  for the sale and
purchase of RBIT Product;

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 III shall be replaced with the following:

      This  Agreement  shall be in  effect  for a term of  thirteen  (13)  years
      commencing on January 1, 1995 up to and  including  December 31, 2007 (the
      "Term"), subject to prior termination as hereinafter provided.

2.    Paragraph  D of  Article  IV of the  Agreement  shall be  replaced  by the
      following:

      "For 1998 onward the annual Contracted Quantity shall be as follows:

      [***]





                                       -2-

      Buyer shall commit to the actual  quantity to be purchased in each of such
      years  within  the  above  range by  written  notice  to RBIT on or before
      September 30th of the previous year,  failing which such quantity shall be
      determined by RBIT.

      [***]

3.    The provisions of Paragraph E of Article IV of the Agreement shall also be
      interpreted  to apply to the Total  Quantity and any required  adjustments
      shall be reflected in the Final Annual Invoice of January 2008.

4.    Articles V.A.4. and 5. shall be replaced with the following:

      "4.  For 2002,  the Basic Price of RB Slag shall be the 2001 Basic  Price.
           [***]

      5.   For 2003, the Basic Price of RB Slag shall be [***] per ton. For 2004
           to 2007 inclusively, the Basic Price of RB Slag shall be the previous
           year's Basic Price plus Escalation as herein defined."




                                      -3-

5.    [***]

6.    Article VIII.A is amended to [***] the time of payments to [***].

7.    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/ P. J. Scheepers                   By:    /s/ D. C. Weaver
        --------------------------------             ---------------------------

Name:   P. J. Scheepers                       Name:  D. C. Weaver
        --------------------------------             ---------------------------

Title:  G. M. Marketing                       Title: V.P.
        --------------------------------             ---------------------------