EXHIBIT 10.17

(***) -   Denotes confidential text filed with SEC under separate cover.


                        RICHARDS BAY SLAG SALES AGREEMENT

THIS AGREEMENT is dated this 1st day of May, 1995, by and between RICHARDS BAY
IRON AND TITANIUM (PROPRIETARY) LIMITED, a South African corporation with
offices at Richards Bay, Natal, South Africa (hereinafter called "RBIT"), and
KRONOS INC., a Delaware corporation with offices at P.O. Box 700, Wyckoffs Mill
Road, Hightstown, New Jersey, 08520, U.S.A. (hereinafter called "BUYER").

                              W I T N E S S E T H :

WHEREAS RBIT and Buyer entered into an agreement for the purchase and sale of
titanium bearing materials dated as of the 1st day of October, 1989 and amended
January 1, 1991 and February 15, 1994;

WHEREAS RBIT and Buyer wish to renew their agreement;

NOW, THEREFORE, for and in consideration of the covenants and conditions herein
contained, the parties hereto agree as follows, effective January 1, 1995:

ARTICLE I.     SCOPE

     RBIT agrees to sell and deliver, and Buyer agrees to buy and take delivery
     of, titanium-bearing slag (hereinafter called "RB Slag") produced at RBIT's
     plant at Richards Bay, Natal, South Africa (hereinafter called "RBIT's
     plant") for use in Buyer's chloride-process pigment plants in the
     quantities and at the times hereinafter specified and in accordance with
     the terms of this agreement (the "Agreement").

ARTICLE II.    DEFINITIONS

     Unless otherwise indicated, a "ton" is a metric ton of one thousand
     kilograms dry weight, a "day", "month" and a "year" are a calendar day,
     month and year respectively, "dollars", "cents" and the dollar and cent
     signs ("$" and "cents") refer to lawful money of the United States of
     America, "Official Samples" has the meaning given to it in Article XI. and
     all percentages are based on dry weights.  "Taxes and duties" means all or
     any levies, imposts, duties, charges, fees, deductions and withholdings
     levied or imposed by any national, local or other public body or authority
     and "STEM" means the confirmation of availability of sufficient RB Slag for
     a particular shipment, at the Richards Bay harbour, on a given date or
     period to be stated when such confirmation is requested and given.


ARTICLE III.   TERM

     This Agreement shall be in effect for a term of six (6) years commencing on
     January 1, 1995, up to and including December 31, 2000 (the "Term"),
     subject to prior termination as hereinafter provided.

ARTICLE IV.    QUANTITY

     Buyer shall purchase and take delivery of RBIT shall sell and deliver, the
     following quantity of RB Slag during each year of the Term as follows (the
     "Contracted Quantity"):

     A.   (***) 

     B.   (***)

               Buyer shall commit to the actual quantity to be purchased in 1996
          within the above range by written notice to RBIT on or before April
          18, 1995, failing which such quantity shall be determined by RBIT.

     C.   (***)

               Buyer shall commit to the actual quantity to be purchased in 1997
          within the above range by written notice to RBIT on or before
          September 30, 1996, failing which such quantity shall be determined by
          RBIT.

     D.   (***)

               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.

     E.   (***)







ARTICLE V.     PRICE

     A.   Basic Prices
          The basic price for RB Slag which is sold and delivered hereunder for
          each year that this Agreement is in force shall be that amount per ton
          FOB (Incoterms 1990) Buyer's Vessel at Richards Bay set forth below
          for each such year (the "Basic Price"):

          1.   For 1995, the Basic Price of RB Slag shall be (***)  per ton.

          2.   For 1996, the Basic Price of RB Slag shall be (***) per ton plus
               Escalation as herein defined.

          3.   For 1997 to 2000 inclusively, the Basic Price of RB Slag shall be
               the previous year's Basic Price plus Escalation as herein
               defined.

          The term "Escalation" as it relates to this Agreement, is defined as
          the percentage increase in the All Items, All Urban Consumer Price
          Index in the USA ("AUCPI") for the applicable period of December to
          December set forth below as reported in the Detailed CPI Report issued
          by the US Department of Labor, multiplied by the applicable Basic
          Price.  If there is no increase, or if there is a decrease in the
          AUCPI, Escalation shall be zero.  For the year 1996, reference shall
          be made to the Escalation for the period of December 1994 to December
          1995 and for each of the years 1997 to 2000, to the Escalation for the
          period of December to December of the year immediately prior to the
          year in question.

     B.   Price Adjustment for TiO2 Content
          The Basic Price established under this Article V. is for RB Slag
          containing 85% titanium dioxide (TiO2) content.  If the TiO2 content
          of a shipment of RV Slag exceeds 85%, the Basic Price shall be
          adjusted upwards by 1/170th of the Basic Price for each whole
          increment of 0.5% by which the TiO2 content exceeds 85%.  If the TiO2
          content of such RB Slag is less than 85%, the Basic Price shall be
          adjusted downwards by 1/170th of the Basic Price for each decrement of
          0.5% or part thereof by which the TiO2 content is less than 85%.

     C.   The TiO2 content shall be based on RBIT's analyses of the Official
          Samples (as defined in Article XI.) subject however, to revisions, if
          any, due to an umpire's analysis pursuant to Article XI.  Price
          adjustments pursuant to this paragraph shall be made as provided
          herein and in Article VIII.

     D.   (***)




ARTICLE VI.    SHIPMENTS

     A.   RBIT shall be responsible for arranging the transport of RB Slag from
          its plant to the stockpile area at the loading dock provided by
          Portnet at Richards Bay, which shall be solely responsible for loading
          RB Slag onboard Buyer's Vessel.  Shipments shall be as ordered by and
          pursuant to the instructions of Buyer as the same shall be agreed to
          by RBIT.  Buyer shall obtain any import licenses on or other documents
          that may be required to import RB Slag into the country of
          destination.  RBIT shall obtain any export license on or other
          documents that may be required to export RB Slag from South Africa.

     B.   RBIT and Buyer shall agree on an annual shipping schedule.  Buyer
          shall arrange for and furnish a bulk cargo vessel (herein called
          "Buyer's Vessel") for each shipment.  Notwithstanding the agreed
          shipping schedule, Buyer must request and receive STEM from RBIT in
          respect to each shipment at least one(1) month prior to the arrival of
          Buyer's Vessel at Richards Bay.  Buyer shall also provide RBIT with a
          telefaxed notice of arrival of each of Buyer's Vessels at least two
          (2) weeks prior to its estimated time of arrival at Richards Bay.

     C.   In the event RBIT has given STEM to Buyer and if RB Slag is not
          available for loading at the stockpile area provided by Portnet at
          Richards Bay on the date for which STEM has been given and if
          demurrage or dead freight is incurred as a result of such non-
          availability, RBIT shall pay Buyer demurrage or dead freight at the
          rate specified in Buyer's Charter Party.  In arranging for any Buyer's
          Vessel, Buyer will use its best efforts to have the terms of the
          Charter Party permit RBIT, in the case of a shortfall of RB Slag at
          the Richards Bay harbour, to elect between having Buyer's Vessel:

          a)   wait for arrival of RB Slag at the loading dock and thereby incur
               demurrage; or

          b)   load a portion of a shipment of RB Slag and thereby incur dead
               freight.

          In order to facilitate RBIT's decision, Buyer shall promptly advise
          RBIT, on request, of the applicable demurrage or dead freight rates. 
          RBIT's decision shall be made and notified to Buyer at the latest on
          the date for which STEM has been given.  In no event shall RBIT be
          liable for any losses, costs or damages in excess of such demurrage or
          dead freight rates, in the event of non-availability of RB Slag as
          defined in this Article VI.

ARTICLE VII.   TITLE AND RISK OF LOSS

     Title to and risk of loss in RB Slag shall pass to Buyer when the RB Slag
     has effectively passed the ship's rail of Buyer's Vessel at the loading
     dock at Richards Bay.

ARTICLE VIII.  INVOICING AND PAYMENT

     A.   Regular Payments
          Unless otherwise agreed, payment for RB Slag shall be made by Buyer in
          U.S. dollars by telegraphic transfer to RBIT's account (***) at
          Citibank N.A., 111 Wall Street, New York, NY 10043, USA, naming RBIT
          as beneficiary, or such other account as RBIT shall notify to Buyer,
          within (***) days of receipt by Buyer of the following documents:

          1.   RBIT's commercial invoice covering the shipment, based on the
               assumption that the TiO2 content of RB Slag is 85%;

          2.   Surveyor's certificate of mass (weight certificate);

          3.   Full set of clean on-board ocean bills of lading covering the
               shipment by Buyer's Vessel in question, designating RBIT as
               shipper and Buyer or any affiliated company designated by Buyer
               as consignee; and

          4.   Such other documentation and papers as may be required to clear
               RB Slag for shipment from South Africa to the port of
               destination.

          The above-mentioned documents shall be forwarded to Buyer's affiliate
          company to which shipment is being made.  A copy of Item 1 shall
          simultaneously be sent to : Controller, Kronos Inc., 2 Greenspoint
          Plaza, 16825 Northchase Drive, Houston, Texas 77060-2544.  RBIT shall
          accept payment from any of Buyer's affiliate companies, but Buyer
          shall be primarily and separately liable for all sums due under this
          Agreement.

     B.   Final Invoice
          Any price adjustment which may be necessary as a result of the outcome
          of RBIT's analysis of the Official Sample shall be embodied in a final
          invoice forwarded to Buyer.  In the event of a debit to Buyer, the
          final invoice shall be presented, and payment by Buyer shall be
          effected, in the same manner as in Article VIII.A. above.  In the case
          of a credit to Buyer, RBIT shall remit the relevant amount to Buyer by
          telegraphic transfer within (***) days of preparation of the final
          invoice.

     C.   Final Annual Invoice and Payment
          By January 31 of each year, RBIT shall prepare and present a Final
          Annual Invoice relating to the previous year, which Final Annual
          Invoice shall reflect amounts due, if any, calculated as provided for
          in Article IV.B.  (***)

          Payment by Buyer of the total amount due, if any, on the Final Annual
          Invoice shall be effected by telegraphic transfer to RBIT within (***)
          days of Buyer's receipt of such Final Annual Invoice.

ARTICLE IX.    SPECIFICATIONS

     A.   RB Slag shall contain at least 84%, but typically 85%, equivalent TiO2
          by weight, determined as set forth in ARTICLE XI. of this Agreement.

     B.   RB Slag shall meet the following analyses:

          1.   Maximum chromium oxide (CR2O3)content of 0.30% by weight;

          2.   Maximum vanadium pentoxide (V2O5)content of 0.60% by weight;

          3.   Maximum reduced titanium dioxide (Ti2O3) content of 35% by
               weight;

          4.   Maximum manganese oxide (MnO) content of 2.5% by weight;

          5.   Maximum calcium oxide (CaO) content of 0.20% by weight;

          6.   Maximum magnesium oxide (MgO) content of 1.30% by weight;

          7.   Maximum moisture (H2O) content of 0.2% by weight.

     C.   The specifications set out in Article IX.A. and B. shall be referred
          to in this Agreement as the "Specifications."

ARTICLE X.     WARRANTY

     A.   RBIT warrants that RB Slag sold and delivered hereunder shall conform
          to the Specifications set forth in Article IX. hereof.

     B.   In the event that any shipment of RB Slag sold and delivered hereunder
          does not conform to the said Specifications and in the event the
          parties are unable to agree on an equitable price adjustment, RBIT
          shall, at its cost and expense, remove or otherwise dispose of such
          non-conforming RB Slag and replace it with an equivalent quantity of
          RB Slag which meets the Specifications.  RBIT's obligation to remove
          or dispose of and replace non-conforming RB Slag shall not be
          applicable in the event Buyer fails to give notice to RBIT of such
          non-conformance as provided for in Article XI.C.

     C.   The warranty and remedy expressed in this Article X. is the sole and
          exclusive warranty made by RBIT with respect to RB Slag to be sold and
          delivered under this Agreement and the exclusive remedy available to
          Buyer, whether based on strict liability, negligence, breach of
          express or implied warranty or any other theory or cause of action. 
          RBIT makes no other representation or warranty of any kind other than
          as stated herein and this warranty may not be modified by any agent or
          other representative or RBIT.

     D.   RBIT shall not be responsible for any damages whatsoever, whether
          direct, indirect, consequential on or incidental, relating directly or
          indirectly to the use, sale and /or resale of any RB Slag.  RBIT's
          sole obligation in the event of sale and delivery of non-conforming RB
          Slag shall be that set forth in this Article X.  Buyer agrees to
          indemnify and hold RBIT harmless from and against any claims, losses,
          damages, costs, expenses or liability of whatsoever nature from third
          parties arising out of or in connection with such use, sale and / or
          resale of any RB Slag.

ARTICLE XI.    INSPECTION, WEIGHING, SAMPLING AND ANALYSIS

     A.   Inspection and Weighing
          Bureau Veritas, or another mutually agreed recognized independent
          surveyor at Richards Bay, shall inspect Buyer's Vessel for cleanliness
          and/or hold protection and is entitled to reject any vessel not found
          to be suitable for loading of RB Slag.  Such rejection shall be for
          Buyer's account.  Time taken for such inspection shall not count as
          laytime.  Such surveyor shall determine the weight of RB Slag loaded
          aboard Buyer's Vessel, which shall include moisture.  The weight
          determined shall be adjusted for the moisture content on the basis of
          the analyses of the Official Sample, with the resulting dry weight to
          be the basis for invoicing RB Slag for payment by Buyer.  One-half of
          surveyor's cost of independent cargo surveys shall be paid by Buyer
          and shall be included in the commercial invoice referred to in Article
          VIII.A.1.

          It is acknowledged that Portnet has installed an assized weightometer
          in the belt loading system.  If and when such installation is fully
          functional and its accuracy has been proven, RBIT and Buyer will
          discuss the use of such weightometer for determination of the weight
          of RB Slag loaded aboard Buyer's Vessel.

     B.   Sampling
          1.   Each shipment of RB Slag delivered to Buyer's Vessel at Richards
               Bay shall be sampled by Bureau Veritas or such other independent
               testing laboratory as may be agreed between the parties.  Such
               laboratory shall take and distribute representative samples
               (hereinafter called "Official Sample(s)") from each shipment in
               accordance with the "Sampling and Sample Preparation Procedure",
               set forth in Exhibit "A", Procedure "SAM0078", attached hereto
               and made a part hereof.

          2.   The fees for services of such independent testing laboratory
               shall be borne equally by RBIT and Buyer and shall be included in
               RBIT's commercial invoice to Buyer referred to in Article
               VIII.A.1.

     C.   Analysis
          1.   Method of Analysis - All analyses shall be made by the methods
               outlined in Exhibit "B", Procedure "SAM004", "SAM051", Exhibit
               "E", Procedure "SAM079" and Exhibit "F", Procedure "SAM008",
               which are attached hereto and made a part hereof.

          2.   Analysis by RBIT - RBIT shall analyse the Official Samples and
               the result of such analysis for each shipment shall be used to
               determine any price adjustment of RB Slag and shall accompany the
               final  invoice forwarded to Buyer in accordance with Article
               VIII.B.

          3.   Analysis by Buyer - Buyer may, but shall not be obligated to,
               analyse the Official Samples.  Unless Buyer notifies RBIT, within
               sixty (60) days of receipt of an Official Sample, that Buyer's
               analysis indicated that RB Slag fails to meet the Specifications
               contained in ARTICLE IX. or that the TiO2 content is more than
               one-half percent (0.5%) different from RBIT's analysis, the
               results of RBIT's analysis shall be final and conclusive.

          4.   Umpire Procedure - Should Buyer's analysis of the Official Sample
               indicate that RB Slag does not meet the Specifications contained
               in Article IX. or that the TiO2 content of RB Slag is more than
               one-half percent (0.5%) different from RBIT's analysis, Buyer may
               so advise RBIT and RBIT shall request the independent testing
               laboratory referred to above to forward for analysis the retained
               Official Sample to such umpire analyst (being and independent
               testing laboratory) as shall be agreed to from time to time by
               the parties.  The parties hereby agree that Inspectorate Samplers
               & Analysts Inc., P.O. Box 50, 180 South Main Street, Ambler,
               Pennsylvania U.S.A. 19002 shall be the umpire analyst until such
               time as the parties otherwise agree.

          5.   Settlement - The umpire's analysis as to TiO2 content and that of
               Buyer or RBIT, whichever is in closer agreement to the umpire's
               analysis, shall be averaged as the basis for final settlement;
               provided that if the umpire's analysis lies exactly halfway
               between Buyer's and RBIT's analyses, the umpire's analysis shall
               be the basis for final settlement.  If an umpire's analysis is
               required on any Specification other than TiO2, the umpire's
               analysis and that of Buyer or RBIT, whichever is in closer
               agreement to the umpire's analysis, shall be averaged as the
               basis for final settlement; provided that if the umpires's
               analysis lies exactly halfway between the Buyer's and RBIT's
               analyses, the umpire's analysis shall be the basis for final
               settlement.  If such analysis determines that RB Slag does not
               meet each of the Specifications contained in Article IX., the
               parties shall proceed as described in Article X. of this
               Agreement.  The cost of an umpire's analysis shall be borne by
               the party whose analysis varies most from the umpire's analysis
               unless such variations are equal whereupon the cost shall be
               borne equally between RBIT and Buyer.

     D.   Revisions of Sampling and Analytical Procedures
          The procedures set forth in the Exhibits referred to in this Article
          are believed to be the most satisfactory ones now available.  In the
          event better procedures become available, each of said Exhibits may be
          revised with the written approval of Buyer and RBIT.

ARTICLE XII.   ARBITRATION

     A.   Any dispute between RBIT and buyer arising out of or related to this
          Agreement or the performance hereof, including contentions that a
          party hereto has failed in the performance of its obligations, shall,
          unless settled by mutual agreement, be referred for conciliation and,
          failing settlement, for binding arbitration under the Rules of the
          International Chamber of Commerce ("ICC").  The parties agree that
          such conciliation and arbitration shall take place in London, England.
          The arbitration shall be presided over by a single arbitrator chosen
          by the parties, failing which, by three arbitrators of which number
          each party shall appoint one and the third arbitrator (who shall serve
          as the chairman of the arbitration tribunal) shall be chosen by the
          two arbitrators appointed by the parties, within ten (10) days after
          their appointment.

     B.   In the event that the arbitration panel has three members and the
          first two arbitrators cannot agree on the third arbitrator within
          thirty (30) days of their nomination, or that one party fails to
          nominate its arbitrator within sixty (60) days after the date on which
          a request for arbitration has been served, Such arbitrator shall be
          nominated by the International Court of Arbitration.  Such arbitrator
          shall be of British nationality and of the legal profession.

     C.   In the event of a difference between the arbitrators, the decision of
          the majority shall constitute the judgment of the arbitrators.  A
          judgment of any court of law of competent jurisdiction may be entered
          upon any award made by the arbitrators.

     D.   In the event one party fails to cooperate in the arbitration
          proceedings by refusing to attend before the arbitration panel, the
          other party shall be entitled, upon thirty (30) days notice, to
          present evidence before the arbitrator(s) in the absence of such party
          and the decision of the arbitrator(s) shall be binding on such party
          notwithstanding its failure to cooperate or participate therein.

ARTICLE XIII.  TAXES AND DUTIES

     All South African taxes and duties now or hereafter imposed on the export
     of RB Slag, in connection with this Agreement, shall  be for the sole
     account of RBIT.  All other taxes or duties now or hereafter imposed in
     connection with this Agreement, shall be for the sole account of Buyer.

ARTICLE XIV.   PATENTS

     A.   RBIT shall protect and hold Buyer harmless against any and all claims
          that RB Slag in the state or form as sold under this Agreement
          infringes or allegedly infringes any product claims of any South
          African patent owned by third parties.  RBIT shall, at its own cost
          and expense defend any and all suits which may be brought against
          Buyer on account of an alleged infringement of such South African
          patent or patents and RBIT shall pay any and all fees, including
          reasonable attorney's fees, costs and damages awarded in said suits;
          provided, however, that the total liability for damages under this
          ARTICLE XIV. shall in no event exceed the aggregate sales price of RB
          Slag sold to Buyer during the year in which such alleged infringement
          commenced.

     B.   RBIT's obligations pursuant to this Article XIV. shall be conditional
          upon Buyer giving prompt notice to RBIT of any claims by third parties
          of any such alleged infringement and of all information available to
          Buyer in respect of such alleged infringement or claim.

ARTICLE XV.    FORCE MAJEURE

     A.   In the event of any contingency which is beyond the reasonable control
          of RBIT or Buyer including, but not limited to (i) any strike,
          lockout, industrial dispute, difference with workmen, accident, fire,
          explosion, drought, earthquake, flood, mobilization, war (whether
          declared or undeclared), act of any belligerent in any such war, civil
          commotion, political demonstration or disturbance, riot, rebellion,
          revolution or blockage, (ii) any requirement, regulation, restriction,
          intervention, or other act of any Government, whether legal or
          otherwise, (iii) any inability to secure or delay in securing export
          licenses or import licenses, cargo space or other transportation
          facilities necessary for the shipment of receipt of RB Slag or fuel or
          other supplies or material including water, ilmenite ore or electric
          power necessary for the operation of the mines and plants where RB
          Slag is produced or consumed, (iv) any delay in or interruption to
          transportation by rail, water or otherwise, (v) any damage to or
          destruction of such mines or plants or any breakdown of plants or
          machinery of RBIT or Buyer, or (vi) any other contingency which is
          beyond the reasonable control of RBIT or Buyer, whether or not of the
          nature or character hereinbefore specifically enumerated, which event
          delays or interferes with the performance of this Agreement or the
          consumption of RB Slag (an event of "Force Majeure"), then such event
          shall be considered sufficient justification for delay in making
          shipment or delivery or taking delivery or performance hereunder
          (other than the payment of money), in whole or in part, until such
          event ceases to exist, and this Agreement shall be deemed suspended
          for so long as such event delays or interferes with the performance
          hereof, provided that prompt notice (in no event later than one week
          of the occurrence of the event) of the commencement and end of any
          such event is given by the party affected to the other party.  Any
          delay or interference which affects RBIT's ability to supply RB Slag
          to customers shall entitle RBIT to allocate equitably any available RB
          Slag among customers.

     B.   In the event of a Force Majeure, the obligation of RBIT to sell and
          deliver and of Buyer to buy and to take the Contracted Quantity of RB
          Slag with respect to any year shall, unless otherwise agreed between
          the parties, terminate at the end of the year as to such quantities of
          RB Slag not shipped by the end of the year due to such Force Majeure
          event.  Nothing contained in this Article shall require Buyer to pay
          for, or RBIT to make up or compensate for, any RB Slag not delivered
          due to the application of this Article XV.

ARTICLE XVI.   DEFAULT AND TERMINATION

     A.   A "default" shall mean any failure by either party to make any payment
          or to perform any obligation pursuant to this Agreement for any reason
          other than an event of Force Majeure as defined in ARTICLE XV. and the
          party in default has failed to remedy or diligently commenced to
          remedy such failure to pay or to perform within ninety (90) days after
          receiving written notice thereof from the other party.  In the event
          of a default by one party, the other party not in default shall have
          the right (subject to the defaulting party's right to cure its default
          pursuant to this Article) to terminate this Agreement forthwith by
          providing notice to such effect to the defaulting party.

     B.   In the event of a default arising from a breach of Buyer's duty to pay
          for RB Slag delivered or for the total amount of the Contracted
          Quantity in any particular year, RBIT shall have the right to seek
          damages for all loss or damage sustained by the default.  In addition,
          RBIT shall have the right (subject to Buyer's right to cure its
          default pursuant to this Article) to terminate this Agreement
          forthwith by providing notice to such effect to Buyer.  In no event
          however shall Buyer be liable for consequential, indirect, incidental
          or special damages as a result of a default for failure to pay under
          this Agreement.

          In the event of any default by RBIT arising from a failure to deliver
          RB Slag pursuant to this Agreement, RBIT (subject to RBIT's right to
          cure its default pursuant to this Article) shall compensate the Buyer
          for all loss or damage actually sustained as a direct result of the
          failure to deliver, including, but not limited to, the cost difference
          of securing an alternate supply of RB Slag, but excluding indirect,
          consequential, punitive or contingent damages of the default Buyer may
          suffer therewith including, but not limited to loss of revenue or
          profits as a result of Buyer's inability to operate, or shut down of
          its operations, loss of use of equipment, or cost of substitute
          equipment, claims of third parties, and the like.  In addition, Buyer
          shall have the right (subject to RBIT's right to cure its default
          pursuant to this Article) to terminate this Agreement forthwith, by
          providing notice to such effect to RBIT, in the event RBIT does not
          deliver at least 90% of the Contracted Quantity of RB Slag in any year
          thereof.

     C.   In the event either party becomes bankrupt or insolvent, commits any
          act of bankruptcy or insolvency, makes any proposal, arrangement or
          compromise with its creditors or if it is liquidated or if its charter
          of incorporation is relinquished or canceled, the other party shall
          have the right to immediately terminate this Agreement without notice
          or demand.

     D.   The rights of termination contained in this ARTICLE XVI. are in
          addition to the right to demand damages specifically as permitted in
          this Agreement and to any other rights and remedies as are available
          in this Agreement.


ARTICLE XVII.  WAIVER OF DEFAULT

     Any failure by either party to give notice in writing to the other party of
     any breach or default in any of the terms or conditions of this Agreement
     shall not constitute a waiver thereof, nor shall any delay by either party
     in enforcing any of its rights hereunder be deemed a waiver of such rights
     nor shall a waiver by either party of any defaults of the other party be
     deemed a waiver of any other or subsequent defaults.

ARTICLE XVIII. NOTICES

     Any notice to be given to either party under the terms of this Agreement
     shall be deemed to have been given if delivered by courier service or
     transmitted by telefax and subsequently confirmed by prepaid registered
     mail to the respective addresses or telefax numbers given below:

          Notices to RBIT shall be addressed:

          Richards Bay Iron and Titanium (Pty.) Limited
          Post Office Box 401,
          Richards Bay 3900,
          Natal, South Africa
          Attention: General Manager, Marketing
          Telefax Number: +27.351.31186

          with a copy of any such notice addressed to:

          QIT-Fer et Titane Inc.
          770 Sherbrooke Street
          Suite 1800
          Montreal, Quebec
          Canada H3A 1G1
          Attention: Director, Sales & Marketing, Titania Slag
          Telefax Number: +1 (514) 286-9336



          Notices to Buyer shall be addressed:

          Kronos Inc.
          P.O. Box 700
          Hightstown, New Jersey
          U.S.A.  08520
          Attention: President
          Telefax Number: +1 (609) 443-2496

          with a copy of such notice to:

          Kronos Inc.
          2 Greenspoint Plaza
          16825 Northchase Drive
          Houston, Texas
          U.S.A.  77060-2544
          Attention: Director of Purchasing
          Telefax Number: +1 (713) 423-3269

     or to such other addressor telefax number as the addressee shall have
     previously furnished in writing to the addressor.  All notices shall be
     deemed to have been received on the day of delivery, if delivered, or on
     the day of transmission, if sent by telefax, during normal business hours
     (9:00 am to 5:00 pm) of the recipient, failing which, such notice shall be
     deemed to have been received on the next business day.

ARTICLE XIX.   ASSIGNMENT

     A.   In the event of a sale by Buyer of any of its chloride-process pigment
          plants to an unrelated third party, Kronos agrees to obtain as an
          integral part of such sale, the assumption by the purchaser of the
          obligation to purchase from RBIT upon the same terms and conditions as
          in this Agreement, the RB Slag volumes corresponding to such plant,
          based on its average annual consumption of the 24 months preceding
          such sale.

     B.   Except as provided in Article XIX.A. above, no party may assign its
          rights or obligations under this Agreement without the prior written
          consent of the other party.  The preceding sentence shall not apply to
          assignments made to parents, subsidiaries or related corporations of
          the parties hereto, providing that the party executing this Agreement
          shall remain primarily responsible for performance of its obligations
          hereunder unless such is waived in writing by the other party.

ARTICLE XX.    ENTIRE AGREEMENT; AMENDMENT, MODIFICATION

     This Agreement states the entire understanding between the parties hereto
     with respect to the subject matter hereof, and there are no agreements or
     understandings, oral or written, express or implied with reference to the
     subject matter hereof that are not merged herein or superseded hereby. 
     This Agreement shall, effective January 1, 1995, replace the agreement
     between RBIT, QIT-Fer et Titane GmbH and Buyer dated October 1, 1989, as
     amended on January 1, 1991 and February 15, 1994.  This Agreement may not
     be changed, modified or supplemented in any manner orally or otherwise
     except by an instrument in writing signed by a duly authorized
     representative of each of the parties hereto.  The parties recognize that,
     for administrative purposes, documents such as purchase orders,
     acknowledgments, invoices and similar documents may be used during the time
     this Agreement is in force.  In no event shall any term or condition
     contained in any such administrative documents be interpreted as amending
     or modifying the terms of this Agreement whether such administrative
     documents are signed or not.

ARTICLE XXI.   GOVERNING LAW

     This Agreement shall be governed by and construed under the substantive and
     procedural laws of South Africa in all respects, including construction,
     validity and performance.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized respective representatives, as of the day and year
first hereinabove written.

RICHARDS BAY IRON & TITANIUM (PROPRIETARY) LIMITED


By:       /s/ R. D. Macpherson                   


Name:     R. D. Macpherson                       


Title:    Managing Director                      


KRONOS INC.


By:       /s/ D. C. Weaver                                      


Name:     D. C. Weaver                                          


Title:    Director Materials Management and Business Development