Exhibit 10.24

                                AGENCY AGREEMENT

     This  Agreement is made as of January 1, 2004 between each entity listed as
a "Seller" on Schedule 1 attached hereto (each a "Seller" and  collectively  the
"Sellers")  and each entity  listed as an "Agent" on Schedule 2 (each an "Agent"
and collectively the "Agents").

                                    RECITALS

Seller manufactures  and/or sells Titanium Dioxide Products,  Titanium Chemicals
and Iron-Based  Co-Product Chemicals  ("Products").  Agent desires to engage in
the  business  of  marketing  and  promoting  sales of Products on behalf of the
Seller in the  territory  (the  "Territory")  set forth  under  Agent's  name in
Schedule 3; and

Pursuant to the terms of this  Agreement,  Seller desires to authorize  Agent to
represent  Seller and  market and  promote  sales of  Products  on behalf of the
Seller in the Territory;

NOW,  THEREFORE,  in  consideration  of the mutual  covenants  set forth in this
Agreement, the parties agree as follows:

1.   Grant. Seller appoints Agent to represent Seller as a sales agent to market
     and promote  sales of Products in the  Territory.  Agent is  authorized  to
     conduct such  marketing  and promotion  activities in the Territory  either
     directly or through the use of other  agents.  Agent may conduct  marketing
     and  promotion  activities  outside of the  Territory  upon  prior  written
     consent from Seller.  Agent agrees to act in compliance with Seller's sales
     guidelines.

2.   Acceptance. Agent hereby accepts appointment as the Seller's sales agent in
     the  Territory and agrees to use its best efforts to market and promote the
     sales of Seller's Products in the Territory.

3.   Facilities,  Equipment,  Personnel.  Agent shall obtain,  use, maintain and
     provide  adequate  equipment,  facilities  and  personnel  to  perform  its
     functions  under this Agreement and shall make them available to Seller for
     consultation  or  inspection  to ensure  compliance  with the terms of this
     agreement upon request from Seller and at no cost to Seller.

4.   Samples, Product Information,  Support. Agent shall use its best efforts to
     provide purchasers and prospective  purchasers of Products all information,
     samples  and  materials   concerning  Products  that  such  purchasers  and
     prospective purchasers request and that Seller makes available and provides
     to Agent for such purposes.  Seller shall make available at its own expense
     to Agent, samples of Products,  technical or sales information,  brochures,
     advertising,  labeling and other materials that Seller deems appropriate to
     enable Agent to promote the sale of, and obtain orders for Products. Seller
     undertakes,  for sales promotion purposes, to provide experienced technical
     service  personnel for joint visits to  customers,  as the case may require
     and in agreement  with Agent.  The costs  incurred in this context shall be
     borne by Seller.

5.   Customer Information. Agent undertakes to keep Seller regularly informed of
     any and all events of importance  occurring in the Territory,  particularly
     if they could have an impact on the sale of Products,  and to report on the
     activities  of  competitors,  as well as imports and exports of  competitor
     products.  Agent shall regularly inform Seller of the financial standing of
     new customers  and, if there is occasion for doing so,  immediately  notify
     Seller of changes in the financial standing of all customers.

6.   Expenses. Except as otherwise expressly set forth herein, all marketing and
     promotion  activity  expenses  incurred by Agent pursuant to this Agreement
     shall be for Agent's account without compensation or reimbursement to Agent
     by Seller.  Agent shall incur no expenses for the account of Seller without
     the prior written consent of Seller.

7.   Authority of Agent.  The Agent is an independent  contractor of the Seller.
     Nothing in this  Agreement  shall be construed  to  designate  Agent or its
     agents as a legal  representative  of Seller  for the  purpose  of  binding
     Seller to any representation, commitment or agreement or express or implied
     warranty made by Agent.

8.   Customer   Complaints.   Agent  agrees  to  assist  in  resolving  customer
     complaints  on  behalf of the  Seller.  Agent  shall  provide  Seller  with
     specific  details   regarding  the  nature  of  the  complaints  and  shall
     coordinate  with Seller with  respect to remedies  taken or any  additional
     action  that  may be  required  by the  Seller  for the  resolution  of the
     complaints.  However,  Agent  shall not have the  authority  to resolve any
     customer   complaints   on  behalf  of  Seller   without   Seller's   prior
     authorization.

9.   Acceptance of Orders. The Agent is authorized to receive orders on Sellers'
     behalf in the  Territory  and to determine  which Seller with whom to place
     such order. All orders received by Agent and placed with Seller are subject
     to Seller's acceptance. Agent agrees to assist Seller in price negotiations
     with the  customer.  However,  the final sales price to the customer on all
     orders is subject  to  Seller's  approval.  Seller  undertakes,  within its
     delivery possibilities,  to execute all orders received from or through the
     Agent, always provided that the conditions of such orders are acceptable to
     Seller and do not contradict the agreements with Seller.

10.  Sale  of   Products.   Agent  shall  not  be  entitled  to  engage  in  any
     sales-promoting  or  sales-supporting  activities  whatsoever for competing
     products  from other  market  players.  In  particular,  the Agent shall be
     forbidden to sell  competing  products or assist in  mediating  their sale.
     Agent  undertakes to market the Products only in their  original  condition
     and  presentation,  as well as under their original  names and  trademarks,
     unless specifically agreed otherwise with Seller.

11.  Delivery.   Seller  is  responsible  for  all  transportation,   storage  /
     warehouse, and related charges,  including customs, duties, local and other
     applicable taxes, arising from shipment of the Products to the customer.

12.  Commissions.  Agent shall  receive the  commission  set forth on Schedule 4
     (the  "Commission")  on the net sales price of the Products to the customer
     (after discounts and rebates).

13.  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 Agent.

14.  Payment Terms. Seller shall pay Commissions to Agent on the 15th day of the
     month  following the receipt of invoice.  The Seller shall deduct and remit
     on  behalf  of the  Agent  to the  applicable  governmental  authority  any
     applicable  withholding  taxes due on the gross payment amount.  Seller may
     offset amounts due to Agent through the Kronos netting system.

15.  Collections.  Agent  undertakes to assist Seller in collecting  receivables
     due in the  Territory  and,  at the  request of  Seller,  to take all steps
     necessary  to safeguard  Seller's  interests in case of delay or default in
     payment, and also to recover goods already delivered.

16.  Product  Warranties.  Seller  warrants  that  at the  time of  delivery  to
     customer,  the  Products  shall  conform in all  material  respects  to the
     specifications  for such  Products  published  by  Seller.  Seller  further
     warrants  that it will convey to customer  good title to the Products  free
     from any lawful encumbrance. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR
     FITNESS FOR A  PARTICULAR  USE,  NOR IS THERE ANY OTHER  EXPRESS OR IMPLIED
     WARRANTY.

17.  Returns and Adjustments. In the event of a breach of the warranty set forth
     herein,  Seller agrees to negotiate in good faith with customer to reach an
     equitable price adjustment on the Product.

18.  Product Allocation.  In the event of Seller's inability to supply the total
     requirements  for the  Products  specified  in an order Seller has accepted
     from Agent,  Seller may allocate its available supply of Products among any
     or all of Seller's  customers or other  purchasers on such basis as Seller,
     in its reasonable discretion, may deem fair and practical.

19.  Reservation. Nothing in this Agreement shall be construed to prevent Seller
     from  marketing  or selling its  Products  into the  Territory  directly or
     indirectly.

20.  Term.  The term of this  Agreement  shall  begin on the date first  written
     above (the  "effective  date") and shall  continue in full force and effect
     for one year from the effective  date,  subject to automatic  renewal for a
     consecutive one year term, unless terminated  pursuant to the terms of this
     Agreement.

21.  Termination

     (a)  Without Cause.  Either Seller or Agent may terminate this Agreement at
          any time by giving  written notice of  termination,  via Registered or
          Certified Mail, to the other party at least one  hundred-eighty  (180)
          days prior to the effective date of termination. This Agreement may be
          terminated for any reason or no reason and with or without cause.

     (b)  For Cause.  This  Agreement  may be  terminated  if either party shall
          violate a material term of this Agreement and fail to discontinue  the
          violation or to cure the  violation  within thirty (30) days after the
          receipt of written notice of the violation.

22.  Limitation  of  Liability.  In no event shall either party be liable to the
     other  for any type of  indirect,  special,  consequential,  exemplary,  or
     punitive damages, including but not limited to loss of profit or revenue or
     loss of operating time or production.

23.  Force Majeure.  In the event of war, fire,  flood,  strike,  labor trouble,
     breakage, or failure of performance of equipment, or shortage or inadequacy
     of  raw  materials,   supplies  or  equipment,   accident,   riot,  act  of
     governmental authority,  acts of God, or other similar contingencies beyond
     the  reasonable  control of Seller  interfering  with Seller's  production,
     supply, transportation or use of raw materials of Products, or in the event
     of inability to obtain,  on terms deemed by Seller to be  practicable,  any
     raw material  (including  energy source) used in connection with production
     of Products,  quantities so affected  shall be eliminated  from  quantities
     ordered  without any  liability  of Seller,  but the terms shall  otherwise
     remain unaffected. Seller may, during any period of shortage, due to any of
     the causes  indicated in this paragraph,  allocate its available  supply of
     Products  among  any or all  purchasers  on such  basis as  Seller,  in its
     reasonable discretion, may deem fair and practical.

24.  Assignments;  Amendment.  This Agreement  shall not be assigned by Agent in
     whole  or in part  without  the  prior  written  consent  of  Seller.  This
     Agreement may be amended at any time by the mutual consent of both parties.

25.  Entirety.  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. There is no understanding,  representation,  or
     warranty of any kind expressed or implied,  not expressly set forth in this
     Agreement.  No  modification  of this  Agreement  shall be of any  force or
     effect unless in writing signed by the party to be bound.



IN WITNESS  WHEREOF,  the parties below have  executed this  agreement as of the
date first written above.



AGENT:


KRONOS TITAN AS


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

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

Title:                                  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: Ulfert Fiand
-----------------------------           -------------------------------

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

KRONOS TITAN GmbH


By:/s/ Volker Roth                      By:/s/ Ulrich Kabelac
-----------------------------           -------------------------------

Name: Volker Roth                       Name: Ulrich Kabelac
-----------------------------           -------------------------------

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


SELLER:


KRONOS TITAN GmbH


By:/s/ Volker Roth                      By:/s/ Ulrich Kabelac
-----------------------------           -------------------------------

Name: Volker Roth                       Name: Ulrich Kabelac
-----------------------------           -------------------------------

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 AS


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

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

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

KRONOS INTERNATIONAL, INC.


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

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

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

KRONOS CANADA, INC.


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

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

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



                                   SCHEDULE 1
                                     SELLER

The following entities are each a "Seller" under the Agreement

1.   Kronos Titan GmbH
2.   Kronos Europe S.A./N.V.
3.   Kronos Canada, Inc.
4.   Kronos Titan AS
5.   Kronos International, Inc.


                                   SCHEDULE 2
                                      AGENT

The following entities are each an "Agent" under the Agreement.  With respect to
each  entity  listed  below  that is also  listed as a  "Seller"  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 Agents
and Sellers, respectively, hereunder and not itself.

1.   Kronos Titan AS
2.   Societe Industrielle Du Titane, S.A.
3.   Kronos International, Inc.
4.   Kronos Titan GmbH



                                   SCHEDULE 3
                                    TERRITORY

Each Agent is authorized to sell the Products  listed below in each  "Territory"
listed below.

1.   Kronos  Titan AS:  Titanium  Dioxide  Products  and  Titanium  Chemicals in
     Sweden, Norway, Finland, Lithuania, Latvia and Estonia.
2.   Societe  Industrielle  Du  Titane,  S.A.:  Titanium  Dioxide  Products  and
     Titanium Chemicals in Algeria, Greece, Spain, Portugal,  Morocco, Italy and
     Tunisia; Iron-Based Co-Product Chemicals in France.
3.   Kronos   International,   Inc.:  Titanium  Dioxide  Products  and  Titanium
     Chemicals in Egypt, the Far East, Africa (excluding the Maghrib countries),
     Central  and  South  America,   Turkey  and  Malta;  Iron-Based  Co-Product
     Chemicals Worldwide
4.   Kronos Titan GmbH:  Titanium  Dioxide  Products  and Titanium  Chemicals in
     Switzerland,   Austria,  Poland,  Hungary,   Rumania,   Albania,   Croatia,
     Bosnia-Hercegovina,  Serbia, Slovenia,  Slovakia, Czech Republic,  Armenia,
     Macedonia,  Uzbekistan,  Ukraine, Russia, Belarus and various other Eastern
     European countries.


                                   SCHEDULE 4
                                   COMMISSIONS

1.   The Commission for each Agent promoting sales of Titanium  Dioxide Products
     and  Titanium  Chemicals in the  Territories  of Norway,  Sweden,  Finland,
     Latvia,  Lithuania  and  Estonia  shall be 5% of the net sales price of the
     Products to the customer (after discounts and rebates).

2.   The Comission for each Agent promoting sales of Titanium  Dioxide  Products
     and Titanium  Chemicals in the Territory of North Africa shall be 3% of the
     net sales  price of the  Products  to the  customer  (after  discounts  and
     rebates).

3.   The Comission  due to Societe  Industrielle  du Titane,  S.A. for promoting
     sales of Iron-Based Co-Product Chemicals shall be 3% of the net sales price
     of the Products to the customer (after discounts and rebates).

4.   The Comission  due to Kronos  International,  Inc. for  promoting  sales of
     Iron-Based  Co-Product Chemicals produced by Kronos Titan AS shall be 2% of
     the net sales price of the Products to the customer  (after  discounts  and
     rebates).

5.   The Comission for each Agent  promoting  sales of all other Products in all
     other Territories shall be 1% of the net sales price of the Products to the
     customer (after discounts and rebates).