Exhibit 10.25


                          TITANIUM DIOXIDE PRODUCTS AND
                               TITANIUM CHEMICALS
                             DISTRIBUTION AGREEMENT

     This  Agreement is made as of January 1, 2005 between each entity listed as
a "Seller" on Schedule 1 attached hereto (each a "Seller" and  collectively  the
"Sellers")  and each  entity  listed as a  "Distributor"  on  Schedule 2 (each a
"Distributor" and collectively the "Distributors").

                                    RECITALS

Seller   manufactures  and/or  sells  Titanium  Dioxide  Products  and  Titanium
Chemicals ("Products").

Distributor  desires  to  purchase  Products  and to engage in the  business  of
marketing and promoting sales of Products in the territory (the "Territory") set
forth under Distributor's name in Schedule 3; and

Pursuant  to the  terms  of this  Agreement,  Distributor  desires  to  purchase
Products from Seller for resale and Seller  desires to authorize  Distributor to
purchase Products for resale 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  Distributor  as a distributor in the Territory to
     sell  Products  and  solicit   purchases  of  Products  in  the  Territory.
     Distributor  may act as a distributor of Products  outside of the Territory
     with prior written  consent from Seller.  Seller may sell  Products  inside
     Distributor's Territory with prior written consent from Distributor.

2.   Acceptance.   Distributor  hereby  accepts   appointment  as  the  Seller's
     Distributor  in the Territory and agrees to use best efforts to sell in the
     Territory  Products of Seller and to promote the sales of Seller's Products
     in the Territory.

3.   Facilities,  Equipment, Personnel.  Distributor 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 upon
     request from Seller and at no cost to Seller.

4.   Samples and Information.  Distributor 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
     Distributor for such purposes.

     Seller shall make available at its own expense to  Distributor,  samples of
     Products, technical or sales information,  brochures, advertising, labeling
     and other materials that Seller deems appropriate to enable  Distributor to
     promote the sale of, and obtain orders for Products.

5.   Collections,  Credit,  Complaints.  Distributor  shall,  without additional
     compensation  other  than  what is  provided  for in this  Agreement,  send
     invoices to and make collections from customers for all Products  purchased
     hereunder.  Seller shall fully cooperate with Distributor in all collection
     activities,   but  Distributor  shall  have  the  sole  responsibility  for
     collections.  Distributor shall conduct  collections in its own name and at
     its own expense. Distributor also shall be responsible for obtaining credit
     information from customers and establishing customer accounts.

6.   Bad Debts.  Distributor  shall bear the entire risk for  uncollected  funds
     from customers.

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

8.   Customer  Complaints.  Distributor shall handle customer complaints related
     to the Product and shall provide Seller with specific details regarding the
     nature of the complaints  and remedies taken or any additional  action that
     may be required by the Seller for the resolution of the complaints.

9.   Delivery.  Passage of title  shall take place at Seller's  dock.  Seller is
     responsible for all transportation and related charges, including local and
     other  applicable  taxes  arising  from  shipment  to the  first  warehouse
     (Distributor's or customer's  warehouse).  All  transportation  and related
     charges  arising from shipment  beyond the first warehouse shall be paid by
     Distributor.

10.  Pricing.  Distributor's  purchase  price for Products  acquired from Seller
     (the "Price") shall be the average realized market price of the Products to
     all customers  (after discounts and rebates) less the deductions as defined
     on  Schedule 4 attached  hereto.  The Price shall be  calculated  quarterly
     based on prior  quarter  actual net sales  prices and shall be effective on
     the first (1st)  accounting  day of the second month  following  the end of
     each quarter.  The  Distributor is responsible  for all price  negotiations
     with the customer.

11.  Currency and Exchange  Rate.  Sales of Products will be  denominated in the
     currency of the Distributor.

12.  Payment Terms.  Distributor shall pay the Price due to Seller hereunder net
     15 days from month end for Products  purchased by Distributor and delivered
     to  Distributor  or  Customer  during such  month.  Distributor  may offset
     amounts due to Seller through the Kronos netting system.


13.  Product  Warranties.  Seller  warrants  that  at the  time of  delivery  to
     Distributor,  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 Distributor 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.

14.  Returns and Adjustments. In the event of a breach of the warranty set forth
     herein,  Seller and  Distributor  shall negotiate in good faith to reach an
     equitable Product replacement or Price adjustment.

15.  Product  Allocation.  Distributor  receives all customer  orders and places
     such orders with Seller. Seller may accept or reject an order. In the event
     of Seller's  inability  to supply the total  requirements  for the Products
     specified in Distributor's  order, Seller may 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.

16.  Distributor Non-Agent.  Distributor is an independent contractor of Seller.
     Nothing in this  Agreement  shall be construed to  constitute  or designate
     Distributor or its agents as an agent or legal representative of Seller for
     the  purpose  of  binding  Seller  to  any  representation,  commitment  or
     agreement or express or implied warranty made by Distributor.

17.  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.

18.  Termination

     (a)  Without  Cause.  Either  Seller  or  Distributor  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
          and 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.

19.  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.

20.  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'  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.

21.  Assignments; Amendment. This Agreement shall not be assigned by Distributor
     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.

22.  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.

DISTRIBUTOR:

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/ Ufert Fiand
-----------------------------           -------------------------------

Name: Volker Roth                       Name: Ufert 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 BV


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

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

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

KRONOS (US), INC.


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

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

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

KRONOS CANADA, INC.


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

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

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



SELLER:

KRONOS TITAN GmbH


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

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

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

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

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

KRONOS (US), INC.


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

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

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

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 (U.S.), Inc.



                                   SCHEDULE 2
                                   DISTRIBUTOR

The  following  entities  are each a  "Distributor"  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
Distributors and Sellers, respectively, hereunder and not itself.

1.   Kronos Denmark ApS
2.   Kronos (US), Inc.
3.   Kronos Canada, Inc.
4.   Kronos Europe S.A./N.V.
5.   Kronos Titan GmbH
6.   Kronos Limited
7.   Societe Industrielle Du Titane, S.A.
8.   Kronos BV


                                   SCHEDULE 3
                                    TERRITORY

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

1.   Kronos Denmark ApS: Denmark.
2.   Kronos (US), Inc.: U.S., Mexico
3.   Kronos Canada, Inc.: Canada
4.   Kronos Europe S.A./N.V.: Belgium, Luxembourg
5.   Kronos Titan GmbH: Germany
6.   Kronos Limited: the United Kingdom, Ireland
7.   Societe Industrielle Du Titane, S.A.: France
8.   Kronos BV: the Netherlands



                                   SCHEDULE 4
                                     PRICING

1.   The Price  (except as set forth in 2 below) for each  Distributor  shall be
     the average  realized market price of the Products to all customers  (after
     discounts and rebates) less:

     a.   Customs and Duties
     b.   7% margin (% of averaged realized market price)

2.   The Price for Products  purchased by Kronos Limited from Kronos BV shall be
     the average  realized market price of the Products to all customers  (after
     discounts and rebates) less:

     a.   8% margin (% of averaged realized market price)

The average  realized  market price is the average  invoiced  price of all sales
during the quarter.