Exhibit 10.9


                               Services Agreement

                                     between

                                Service Providers

                                       and

                                    Customers


                           Dated as of January 1, 2004





                                TABLE OF CONTENTS
                                                                           Page

ARTICLE I.  AMENDS AND SUPERSEDES PRIOR AGREEMENT                            1


ARTICLE II.  RETENTION OF PROVIDER                                           1

         Section 2.1.  Performance of Services                               1
         Section 2.2.  Director Services Not Included                        2
         Section 2.3.  Outside Services                                      2
         Section 2.4.  Disclaimer, Limited Liability;
                       Indemnification                                       2

ARTICLE III.  COMPENSATION                                                   3

         Section 3.1.  Compensation for Services                             3
         Section 3.2.  Payment                                               3
         Section 3.3.  Currency and Exchange Rate                            3


ARTICLE IV.  CONFIDENTIALITY                                                 3

         Section 4.1.  Confidentiality                                       3

ARTICLE V.  MISCELLANEOUS                                                    3

         Section 5.1.  Maintenance and Inspection of Records                 3
         Section 5.2.  Notices                                               3
         Section 5.3.  Term; Renewal                                         4
         Section 5.4.  Force Majeure                                         4
         Section 5.5.  Entire Agreement                                      4
         Section 5.6.  Amendments                                            4
         Section 5.7.  Severability                                          4
         Section 5.8.  Counterparts                                          4
         Section 5.9.  Successors and Assigns                                5
         Section 5.10.  No Third-Party Beneficiaries                         5
         Section 5.11.  Titles and Headings                                  5



                               SERVICES AGREEMENT

     This  Services  Agreement  ("Agreement")  is entered  into  effective as of
January 1, 2004 (the "Effective Date"),  between the service providers listed on
Schedule 1 attached hereto (each a "Provider" and collectively, the "Providers")
and the  service  purchasers  listed  on  Schedule  2  attached  hereto  (each a
"Purchaser" and collectively the "Purchasers").

                                    Recitals

A.   Provider  is able and willing to provide the  services  (collectively,  the
     "Services"), that are listed under its name on Schedule 3 attached hereto.

B.   Purchaser  has and will have the need for  various  Services  performed  by
     Provider.

C.   Purchaser  desires to engage Provider to provide the Services in accordance
     with the terms set forth in this Agreement.

                                    Agreement

     For  and in  consideration  of the  mutual  promises,  representations  and
covenants contained in this Agreement, the parties agree as follows.

                                   ARTICLE I.
                      AMENDS AND SUPERSEDES PRIOR AGREEMENT

     This  Agreement  amends and supersedes in its entirety any and all Services
Agreements currently in effect between Provider and Purchaser.

                                   ARTICLE II.
                              RETENTION OF PROVIDER

     Section 2.1. Performance of Services.

(a)  Purchaser  hereby engages and retains  Provider to perform the Services and
     Provider  hereby  accepts and agrees to provide such  Services to Purchaser
     upon the terms and conditions set forth in this Agreement.  All Services to
     be provided by Provider hereunder shall be performed at the request and for
     the benefit of the Purchaser. Provider shall provide Services in connection
     with  routine   functions   related  to  the  ongoing  ordinary  course  of
     Purchaser's business.  The Services rendered in connection with the conduct
     of Purchaser's business will be on a scale compared to that existing on the
     effective date of this Agreement, adjusted for internal corporate growth or
     contraction, but not for major corporate acquisitions or divestitures,  and
     that  adjustments  may be  required to the terms of this  Agreement  in the
     event  of  such  major  corporate  acquisitions,  divestitures  or  special
     projects.

(b)  Provider  shall  determine  the  facilities  to be  used in  rendering  the
     Services and the individuals who will render such Services.

(c)  Provider will use  reasonable  efforts to make the Services  available with
     substantially  the same  degree of care as it  employs  in  making  similar
     services available for its own operations.

(d)  Those  employees  or agents of Provider  who perform  similar  services for
     Provider or for other  affiliates  of Provider  or both,  will  perform the
     Services.


     Section 2.2.  Director  Services Not Included.  The Services do not include
any  services  that  employees or agents of Provider may provide to Purchaser in
their roles as members of  Purchaser's  board of directors or any other activity
related to such board of directors.

     Section 2.3.  Outside  Services.  Purchaser will continue to bear all other
costs required for outside services  including,  but not limited to, the outside
services of attorneys,  auditors,  trustees,  consultants,  transfer  agents and
registrars,  and it is expressly  understood that Provider  assumes no liability
for any expenses or services other than those stated in this Article.

     Section 2.4. Disclaimer, Limited Liability; Indemnification.

(a)  Except as expressly provided elsewhere in this Agreement, Provider makes no
     express or implied  representations,  warranties or guarantees  relating to
     the  Services  or the quality or results of the  Services  to be  performed
     under  this  Agreement.  Purchaser  has the  right to reject  any  Services
     provided without Purchaser's consent.

(b)  Provider, its directors, officers, employees,  stockholders or agents shall
     not be liable to Purchaser or any third party,  including any  governmental
     agency, for any claims,  demands,  losses,  liabilities,  damages, costs or
     expenses,  including attorneys' and expert witness fees, arising from or in
     connection  with  the  Services,  other  than  those  arising  from  or  in
     connection with the gross  negligence or willful  misconduct of Provider or
     its directors,  officers, employees,  stockholders or agents (collectively,
     "No Liability Claims").

(c)  Purchaser  assumes all liability  for, and agrees to defend,  indemnify and
     hold Provider harmless from and against all No Liability Claims.  Purchaser
     assumes  all  liability  for,  and  agrees to  defend,  indemnify  and hold
     Provider's directors, officers, employees,  stockholders or agents harmless
     from,  No Liability  Claims to the same extent that  Provider  could assume
     such liability for, or defend,  indemnify and hold harmless, such entity or
     person.  Purchaser shall promptly  advance expenses as incurred by Provider
     its directors,  officers,  employees,  stockholders or agents in connection
     with Purchaser 's obligations under this Section.

                                  ARTICLE III.
                                  COMPENSATION

     Section 3.1.  Compensation for Services.  The fee for Services performed by
Provider  on  behalf of  Purchaser  (the  "Services  Fee")  shall be  determined
according to the provisions of Schedule 4 attached hereto.

     Section 3.2.  Payment.  Purchaser shall pay the Services Fee to Provider in
accordance with Schedule 5 attached hereto.

     Section 3.3.  Currency and Exchange Rate. If conversion to another currency
is required,  the monthly  corporate  exchange  rate shall be used.  All amounts
shall be denominated in the currency of the Provider.


                                   ARTICLE IV.
                                 CONFIDENTIALITY

     Section  4.1.  Confidentiality.  Each party  shall hold and shall cause its
directors,    officers,    employees,    agents,    consultants   and   advisors
("Representatives")  to hold in strict confidence all information concerning the
other party unless (i) such party is compelled to disclose such  information  by
judicial or administrative  process or, in the opinion of its counsel,  by other
requirements  of law or (ii) such  information  can be shown to have been (A) in
the public domain  through no fault of such party or (B) lawfully  acquired on a
non-confidential basis from other sources.  Notwithstanding the foregoing,  such
party may  disclose  such  information  to its  Representatives  so long as such
persons  are  informed  by  such  party  of  the  confidential  nature  of  such
information   and  are  directed  by  such  party  to  treat  such   information
confidentially.  If such  party or any of its  Representatives  becomes  legally
compelled to disclose any documents or information subject to this Section, such
party will  promptly  notify the other  party so that the other party may seek a
protective  order or other  remedy or waive such  party's  compliance  with this
Section.  If no such  protective  order or other  remedy is  obtained  or waiver
granted, such party will furnish only that portion of the information that it is
advised by counsel is legally required and will exercise its reasonable  efforts
to obtain adequate  assurance that confidential  treatment will be accorded such
information.  Such party agrees to be responsible for any breach of this Section
by it and its Representatives.

                                   ARTICLE V.
                                  MISCELLANEOUS

     Section 5.1.  Maintenance  and  Inspection of Records.  Provider shall keep
accurate books, accounts and records regarding the Services as may be reasonably
necessary  for  purposes of this  Agreement.  Purchaser  shall be  permitted  to
inspect such books, accounts and records at any reasonable time.

     Section 5.2. Notices. All notices and other communications  hereunder shall
be in  writing,  and  shall be  delivered  by hand or mailed  by  registered  or
certified  mail  (return  receipt  requested)  or  transmitted  by  facsimile or
electronic  mail and shall be deemed  given on the date on which such  notice is
received.

     Section  5.3.  Term;  Renewal.  The initial  term of this  Agreement  shall
commence  as of the  Effective  Date  and end on the  first  anniversary  of the
Effective Date, but shall be automatically  renewed on an annual basis after the
expiration of the initial term.  Either party may  terminate  this  Agreement by
giving  written  notice  of  termination  to the  other  party not less than one
hundred eighty (180) days in advance of the first day of each annual renewal. In
addition,  in  the  event  of a  material  default  hereunder  by a  party,  the
non-defaulting  party may terminate  this  Agreement upon thirty (30) days prior
written notice if such default remains uncured and is continuing for twenty (20)
days after receipt by the  defaulting  party of such written notice of intent to
terminate.  A final  accounting  and  payment  by one  party to the other of all
amounts  payable  hereunder  shall be made  pursuant to the terms hereof  within
sixty (60) days following such termination.

     Section 5.4. Force Majeure.  No party shall be in default of this Agreement
or liable to the other  party for any  delay or  default  in  performance  where
occasioned by any cause of any kind or extent beyond its control,  including but
not limited to,  armed  conflict or economic  dislocation  resulting  therefrom;
embargoes;   shortages  of  labor,  raw  materials,   production  facilities  or
transportation;  labor difficulties;  civil disorders of any kind; action of any
civil or military authorities  (including,  priorities and allocations);  fires;
floods and accidents.  The dates on which the obligations of the party are to be
fulfilled shall be extended for a period equal to the time lost by reason of any
delay arising, directly or indirectly from:

(a)  Any of the foregoing causes, or

(b)  Inability of a party, as a result of causes beyond its reasonable  control,
     to  obtain  instruction  or  information  from the  other  party in time to
     perform its obligations by such dates.

     Section 5.5. Entire Agreement. All Schedules and Exhibits to this Agreement
are  incorporated by reference herein and shall form a part of this Agreement as
though  expressly  set forth  herein.  This  Agreement  constitutes  the  entire
understanding  between the parties  with respect to the subject  matter  hereof.
There is no understanding,  representation  or warranty of any kind,  express or
implied, not expressly set forth in this Agreement.

     Section 5.6.  Amendments.  No amendments,  waivers or modifications  hereof
shall be made or deemed to have been made  unless in  writing,  executed  by the
party to be bound thereby.

     Section  5.7.  Severability.  If any  provision  in this  Agreement  or the
application  of such provision to any person or  circumstance  shall be invalid,
illegal or unenforceable,  the remainder of this Agreement or the application of
such provision to persons or circumstances  other than those to which it is held
invalid, illegal or unenforceable shall not be affected thereby.

     Section 5.8. Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which when taken together shall constitute this Agreement.

     Section  5.9.   Successors  and  Assigns.   This  Agreement  shall  not  be
assignable,  in whole or in part,  directly or  indirectly,  by any party hereto
without the prior written consent of the other party hereto,  and any attempt to
assign any rights or  obligations  arising,  under this  Agreement  without such
consent shall be void.  This Agreement  shall be binding,  upon and inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.

     Section 5.10. No Third-Party Beneficiaries;  Independent Contractors.  This
Agreement  is solely  for the  benefit of the  parties  hereto and should not be
deemed to confer upon third parties any remedy, claim, liability, reimbursement,
claim of action or other right in excess of those existing without  reference to
this Agreement.  Provider shall be an independent contractor and not an employee
of, or partner or joint venture with, Purchaser.

     Section 5.11.  Titles and Headings.  Titles and headings to sections herein
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.




     Executed as of the Effective Date.

Provider:


Kronos Europe S.A./N.V.


By:/s/ Erik van der Auwera              By:/s/ Henry Basson
-----------------------------           -------------------------------

Name: Erik van der Auwera               Name: Henry Basson
-----------------------------           -------------------------------

Title:                                  Title:
-----------------------------           -------------------------------

Kronos Titan GmbH

By:/s/ Volker Roth                      By:/s/ Ufert Fiand
-----------------------------           -------------------------------

Name: Volker Roth                       Name: Ufert Fiand
-----------------------------           -------------------------------

Title:                                  Title:
-----------------------------           -------------------------------


Kronos International, Inc.


By:/s/ Volker Roth                      By:/s/ Ulfert Fiand
-----------------------------           -------------------------------

Name: Volker Roth                       Name: Ulfert Fiand
-----------------------------           -------------------------------

Title:                                  Title:
-----------------------------           -------------------------------



Kronos (US), Inc.


By:/s/ Gregory M. Swalwell
-----------------------------

Name: Gregory M. Swalwell
-----------------------------

Title:Vice President Finance; Chief FInancial OFficer
------------------------------------------------------



Purchaser:

Kronos Denmark ApS


By:/s/ Volker Roth                      By:/s/ Andrew Kasprowiak
-----------------------------           -------------------------------

Name: Volker Roth                       Name: Andrew Kasprowiak
-----------------------------           -------------------------------

Title:                                  Title:
-----------------------------           -------------------------------


Kronos Europe S.A./N.V.


By:/s/ Erik van der Auwera              By:/s/ Henry Basson
-----------------------------           -------------------------------

Name: Erik van der Auwera               Name: Henry Basson
-----------------------------           -------------------------------

Title:                                  Title:
-----------------------------           -------------------------------


Kronos Titan GmbH


By:/s/ Volker Roth                      By:/s/ Ulfert Fiand
-----------------------------           -------------------------------

Name: Volker Roth                       Name: Uflert Fiand
-----------------------------           -------------------------------

Title:                                  Title:
-----------------------------           -------------------------------


Kronos Limited


By:/s/ Paul Turner
-----------------------------

Name: Paul Turner
-----------------------------

Title:
-----------------------------


Societe Industrielle Du Titane, S.A.


By:/s/ Thomas Cerny
-----------------------------

Name:Thomas Cerny
-----------------------------

Title:
-----------------------------





Kronos International, Inc.


By:/s/ Volker Roth                      By:/s/ Ulfert Fiand
-----------------------------           -------------------------------

Name: Volker Roth                       Name: Uflert Fiand
-----------------------------           -------------------------------

Title:                                  Title:
-----------------------------           -------------------------------


Kronos B.V.


By:/s/ Erik van der Auwera              By:/s/ Henry Basson
-----------------------------           -------------------------------

Name: Erik van der Auwera               Name: Henry Basson
-----------------------------           -------------------------------

Title:                                  Title:
-----------------------------           -------------------------------


Kronos Titan AS


By:/s/ Terje Karlsen                    By:/s/Per Thoen
-----------------------------           -------------------------------

Name: Terje Karlsen                     Name: Per Thoen
-----------------------------           -------------------------------

Title:                                  Title:
-----------------------------           -------------------------------

Titania AS


By:/s/ Ingvar Sivertsen                 By:/s/ Oystein Rushfeldt
-----------------------------           -------------------------------

Name: Ingvar Sivertsen                  Name: Oystein Rushfeldt
-----------------------------           -------------------------------

Title:                                  Title:
-----------------------------           -------------------------------


Kronos Canada, Inc.


By:/s/ Antoine Doan
-----------------------------

Name: Antoine Doan
-----------------------------

Title:
-----------------------------



                                   SCHEDULE 1
                                    PROVIDERS

The following entities are each a "Provider" under the Agreement.


1.   Kronos Europe S.A./N.V.
2.   Kronos (US), Inc.
3.   Kronos Titan GmbH
4.   Kronos International, Inc.



                                   SCHEDULE 2
                                   PURCHASERS

The following entities are each a "Purchaser" under the Agreement.  With respect
to each entity  listed below that is also listed as a  "Provider"  on Schedule 1
attached hereto,  the parties  understand and agree that such entity is included
in the  Agreement  for  purposes  of  selling  to,  or  purchasing  from,  other
Purchasers and Providers, respectively, hereunder and not itself.

1.   Kronos Denmark ApS
2.   Kronos Canada, Inc.
3.   Kronos Europe S.A./N.V.
4.   Kronos Titan GmbH
5.   Kronos Limited
6.   Societe Industrielle Du Titane, S.A.
7.   Kronos International, Inc.
8.   Kronos B.V.
9.   Kronos Titan AS
10.  Titania AS




                                   SCHEDULE 3
                                PROVIDER SERVICES


Each Provider offers the Services listed below to all or certain Purchasers:


1.   Kronos Europe S.A./N.V.

     Human  Relations,  Finance &  Control,  Information  Technology,  Sales and
     Marketing, Treasury and Internal Audit.

2.   Kronos (US), Inc.

     Management, Credit and Collections and Information Technology.

3.   Kronos Titan GMBH

     Credit  &  Collections,   Logistics,   Treasury,   Customer   Services  and
     Purchasing.

4.   Kronos International, Inc.

     Technical  Services  Support,   Advertising,   Finance  &  Control,   Human
     Relations, Purchasing, Legal and Production Management.





                                   SCHEDULE 4
                                  SERVICES FEE

The Services Fee shall be determined as follows:

(a)  The Services Fee shall be based on an  allocation of the  Provider's  fully
     burdened  cost for such  Services.  Provider's  fully  burdened  cost  (the
     "Cost") shall be based on  Provider's  direct cost of Services plus related
     overhead, including rent (if any), depreciation, utilities, supplies, fees,
     travel and  entertainment  and  subscriptions.  The Services Fee shall also
     include a 5% administrative fee.

(b)  Provider's Cost shall be allocated as follows:

     (i)  Information  Technology Services shall be allocated based on CPU usage
          and IT staff time to the extent such  Services can be measured in such
          manner.

     (ii) Management,   Advertising,   Technical  Services  Support,   Credit  &
          Collections,  Sales & Marketing,  Finance & Control,  Legal, Treasury,
          Internal Audit, Production Management, Customer Services and Logistics
          Services  shall be  allocated  based on the time  spent by  Provider's
          personnel  performing  such Services as  determined by the  applicable
          department  head to the extent such  Services  can be measured in such
          manner.  Expenses that cannot be measured based on time spent shall be
          allocated  based  on the  ratio of rated  production  capacity  of the
          Purchaser  compared to total rated production  capacity of the parties
          involved.

     (iii) Human Relations Services shall be allocated based on headcount.

     (iv) Purchasing Services shall be allocated based on the ratio of the value
          of products  purchased by Provider  for  Purchaser to the value of all
          products purchased by Provider.


(c)  Provider and Purchaser shall agree on an annual budgeted aggregate Services
     Fee for the Services to be performed for each year.

(d)  From time to time  Provider  and  Purchaser  may amend the annual  budgeted
     aggregate  Services  Fee to account  for  changes in  Services  or costs of
     Services provided during the period in question.

(e)  Within the first quarter following the closing of each year, Provider shall
     review  the  actual  cost  of the  Services  performed,  and  Provider  and
     Purchaser  shall  perform a true-up of the  Services Fee for such year (the
     "True-Up") to reflect all required adjustments.




                                   SCHEDULE 5
                                     PAYMENT

Payment of the Services Fee shall be as follows:

(a)  Purchaser shall pay to Provider one fourth of the annual budgeted aggregate
     Services  Fee on a quarterly  basis on the  fifteenth  business  day of the
     month following receipt of invoice.

(b)  Purchaser  shall pay to Provider (or Provider  shall pay to Purchaser)  the
     True-Up  amount of the Services  Fee.  The True-Up  amount shall be due and
     payable net 15 days from the date of the credit or debit note.

(c)  All payments due  hereunder may be offset  between the parties  through the
     Kronos netting system.