Exhibit 10.7


                        Intercorporate Services Agreement

                                     between

                             Kronos Worldwide, Inc.,

                           Kronos International, Inc.

                               Kronos Canada, Inc.

                                       and

                                Kronos (US), Inc.


                           Dated as of January 1, 2005






                                TABLE OF CONTENTS
                                                                           Page

ARTICLE I.  AMENDS AND SUPERSEDES PRIOR AGREEMENT                            1


ARTICLE II.  RETENTION OF KRONOS WORLDWIDE                                   2

         Section 2.1.  Performance of Services                               2
         Section 2.2.  Director Services Not Included                        2
         Section 2.3.  Outside Services                                      2
         Section 2.4.  Disclaimer, Limited Liability; Indemnification        3

ARTICLE III.  COMPENSATION                                                   3

         Section 3.1.  Compensation for Services                             3
         Section 3.2.  Out-of-Pocket Costs                                   4

ARTICLE IV.  CONFIDENTIALITY                                                 4

         Section 4.1.  Confidentiality                                       4

ARTICLE V.  MISCELLANEOUS                                                    4

         Section 5.1.  Maintenance and Inspection of Records                 4
         Section 5.2.  Notices                                               4
         Section 5.3.  Term; Renewal                                         5
         Section 5.4.  Independent Contractor                                5
         Section 5.5.  Force Majeure                                         5
         Section 5.6.  Entire Agreement                                      6
         Section 5.7.  Amendments                                            6
         Section 5.8.  Severability                                          6
         Section 5.9.  Counterparts                                          6
         Section 5.10.  Successors and Assigns                               6
         Section 5.11.  Governing Law                                        6
         Section 5.12.  Submission to Jurisdiction; Service; Waivers         6
         Section 5.13.  No Third-Party Beneficiaries                         7
         Section 5.14.  Titles and Headings                                  7



                        INTERCORPORATE SERVICES AGREEMENT

     This  Intercorporate  Services  Agreement  ("Agreement")  is  entered  into
effective  as  of  January  1,  2005  (the  "Effective  Date"),  between  Kronos
Worldwide,   Inc.,  a  Delaware   corporation   ("Kronos   Worldwide"),   Kronos
International,  Inc., a Delaware  corporation ("Kronos  International"),  Kronos
Canada, Inc., a Canadian corporation ("Kronos Canada"), and Kronos (US), Inc., a
Delaware corporation ("Kronos US").

                                    Recitals

A.   Kronos  International  is  a  direct  wholly  owned  subsidiary  of  Kronos
     Worldwide.

B.   Kronos Canada is a direct wholly owned subsidiary of Kronos Worldwide

C.   Kronos US is an indirect wholly owned subsidiary of Kronos Worldwide.

D.   Each of Kronos  International,  Kronos Canada and Kronos US  (collectively,
     the  "Kronos  Subsidiaries")  has and will  have  the  need for  executive,
     management,  financial,  audit,  accounting,  tax, legal,  insurance,  risk
     management,    treasury,    human   resources,    technical,    consulting,
     administrative  and other  services  as  required  from time to time in the
     ordinary course of their businesses  (collectively,  the  "Services"),  but
     each has determined  that it is not cost effective to obtain and separately
     maintain the infrastructure associated with the Services,  particularly the
     costs  associated  with attracting and maintaining on its payroll on a full
     time basis a full complement of skilled employees.

E.   Kronos  Worldwide is able and willing to provide the Services to the Kronos
     Subsidiaries,  and the Kronos  Subsidiaries  each  desire to engage  Kronos
     Worldwide  as  an  independent   contractor  to  provide  the  Services  in
     accordance with the terms set forth in this Agreement.

F.   The Services provided  hereunder to each of the Kronos  Subsidiaries may be
     assigned  by the  Kronos  Subsidiaries  to  other  subsidiaries  of  Kronos
     Worldwide as provided for hereunder.

                                    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  that  certain
Intercorporate Services Agreement effective as of January 1, 2004 by and between
Kronos  Worldwide  and  Kronos  International  and that  certain  Intercorporate
Services  Agreement  effective  as of  January  1,  2004 by and  between  Kronos
Worldwide and Kronos US.

                                   ARTICLE II.
                          RETENTION OF KRONOS WORLDWIDE

     Section 2.1. Performance of Services.

(a)  The Kronos Subsidiaries each hereby engages and retains Kronos Worldwide to
     perform the  Services  and Kronos  Worldwide  hereby  accepts and agrees to
     provide  such  Services  to the  Kronos  Subsidiaries  upon the  terms  and
     conditions  set forth in this  Agreement.  All  Services  to be provided by
     Kronos Worldwide  hereunder shall be performed at the request and under the
     direction of the Kronos  Subsidiaries,  and Kronos Worldwide shall not have
     any power to act independently on behalf of the Kronos  Subsidiaries  other
     than as specifically  authorized  under this Agreement or from time to time
     by such subsidiaries. Kronos Worldwide shall provide Services in connection
     with routine  functions  related to the ongoing ordinary course of business
     of the Kronos  Subsidiaries.  The Services  rendered in connection with the
     conduct of business of the Kronos  Subsidiaries 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)  Kronos  Worldwide  shall  determine the corporate  facilities to be used in
     rendering the Services and the individuals who will render such Services.

(c)  Kronos Worldwide 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 Kronos  Worldwide who perform similar services
     for Kronos Worldwide or for other affiliates of Kronos Worldwide,  or both,
     will perform the Services.

(e)  Nothing  herein shall be deemed to restrict  either party or its directors,
     officers,  employees  or agents  from  engaging  in any  business,  or from
     contracting  with  other  parties,  including,  without  limitation,  other
     affiliates of Kronos Worldwide, for similar or different services.

(f)  Each of the Kronos Subsidiaries is authorized  hereunder to assign Services
     to their  respective  subsidiaries,  and Kronos Worldwide agrees to provide
     Services to such subsidiaries.

     Section 2.2.  Director  Services Not Included.  The Services do not include
any  services  that  employees  of Kronos  Worldwide  may  provide to the Kronos
Subsidiaries  in their roles as members of the board of  directors of the Kronos
Subsidiaries or any other activity related to such board of directors.

     Section 2.3. Outside  Services.  The Kronos  Subsidiaries  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 Kronos  Worldwide
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,  Kronos Worldwide
     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.

(b)  Kronos  Worldwide,  its directors,  officers,  employees,  stockholders  or
     agents  shall  not be  liable  to the  Kronos  Subsidiaries,  other  Kronos
     Worldwide  subsidiaries  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 Kronos
     Worldwide or its directors,  officers,  employees,  stockholders  or agents
     (collectively, "No Liability Claims").

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

                                  ARTICLE III.
                                  COMPENSATION

     Section 3.1. Compensation for Services.

(a)  Kronos  Worldwide  and each of the Kronos  Subsidiaries  shall agree on the
     aggregate annual amount that the Kronos  Subsidiaries each shall pay Kronos
     Worldwide for the Services for a particular year.

(b)  Each of the Kronos Subsidiaries shall pay to Kronos Worldwide one fourth of
     the respective annual amount in advance quarterly around the first business
     day of each quarter.

(c)  From time to time upon a change to the annual amount for a particular year,
     Kronos Worldwide or each of the Kronos Subsidiaries,  as applicable,  shall
     promptly  make  appropriate  payments  to the other  party to reflect  such
     change.

(d)  All charges from Kronos  Worldwide to the Kronos  Subsidiaries are intended
     to be equal to the actual cost of such expenses  without premium or mark-up
     to Kronos Worldwide.

     Section 3.2.  Out-of-Pocket  Costs.  In addition to the fees paid to Kronos
Worldwide by the Kronos  Subsidiaries for the Services,  the Kronos Subsidiaries
will promptly pay to Kronos Worldwide the amount of out-of-pocket costs incurred
by Kronos Worldwide in rendering such Services to each entity.

                                   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.  Kronos Worldwide shall
keep  accurate  books,  accounts  and records  regarding  the Services as may be
reasonably  necessary for purposes of this  Agreement.  The Kronos  Subsidiaries
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 to the
parties at the following  addresses  (or at such other  addresses for a party as
shall be  specified  by like  notice)  and shall be deemed  given on the date on
which such notice is received:

         If to Kronos Worldwide:            Kronos Worldwide, Inc.
                                            Three Lincoln Centre
                                            5430 LBJ Freeway, Suite 1700
                                            Dallas, Texas   75240-2697
                                            Attention:  General Counsel
                                            Phone:  972.450.4289
                                            Fax:  972.448.1445

         If to Kronos International:        Kronos International, Inc.
                                            Three Lincoln Centre
                                            5430 LBJ Freeway, Suite 1700
                                            Dallas, Texas   75240-2697
                                            Attention:  General Counsel
                                            Phone:  972.450.4289
                                            Fax:  972.448.1445

         If to Kronos Canada:               Kronos Canada, Inc.
                                            Three Lincoln Centre
                                            5430 LBJ Freeway, Suite 1700
                                            Dallas, Texas   75240-2697
                                            Attention:  Vice President -
                                            Treasurer
                                            Phone:  972.450.4207
                                            Fax:  972.448.1445

         If to Kronos US:                   Kronos (US), Inc.
                                            Three Lincoln Centre
                                            5430 LBJ Freeway, Suite 1700
                                            Dallas, Texas   75240-2697
                                            Attention:  General Counsel
                                            Phone:  972.450.4289
                                            Fax:  972.448.1445


     Section  5.3.  Term;  Renewal.  The initial  term of this  Agreement  shall
commence as of the  Effective  Date and end on December 31,  2005,  but shall be
automatically renewed on a quarter-to-quarter  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 thirty (30) days in advance of
the  first  day of each  successive  quarter.  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  thirty (30) days
following such termination.

     Section  5.4.  Independent   Contractor.   Kronos  Worldwide  shall  be  an
independent  contractor  and not an  employee  of, or partner or joint  venturer
with, the Kronos Subsidiaries.

     Section 5.5. 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  5.6.  Entire  Agreement.  This  Agreement  constitutes  the entire
understanding  between the parties with respect to the subject matter hereof and
all prior  agreements  or  understandings  shall be  deemed  merged  herein.  No
representations,  warranties and if  certifications,  express or implied,  shall
exist as between the parties except as stated herein.

     Section 5.7.  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  5.8.  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 5.9. 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  5.10.   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.  Notwithstanding  the  foregoing,  each of the  Kronos
Subsidiaries  are permitted to assign  Services to other  subsidiaries of Kronos
Worldwide. This Agreement shall be binding, upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

     Section  5.11.  Governing  Law.  This  Agreement  shall be  governed by and
construed in accordance  with the domestic  laws of the state of Texas,  without
giving effect to any choice of law or conflict of law provision or rule (whether
of  the  state  of  Texas  or any  other  jurisdiction)  that  would  cause  the
application of the laws of any jurisdiction other than the state of Texas.

     Section 5.12. Submission to Jurisdiction; Service; Waivers. WITH RESPECT TO
ANY CLAIM ARISING OUT OF THIS AGREEMENT, EACH PARTY (A) IRREVOCABLY SUBMITS, FOR
ITSELF AND ITS  PROPERTY,  TO THE  JURISDICTION  OF THE FEDERAL OR STATE  COURTS
LOCATED IN DALLAS COUNTY,  TEXAS (B) AGREES THAT THE VENUE FOR ANY SUIT,  ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE EXCLUSIVE TO
SUCH COURTS, AND (C) IRREVOCABLY WAIVES ANY OBJECTION IT MAY HAVE AT ANY TIME TO
THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT,  IRREVOCABLY  WAIVES ANY CLAIM THAT
ANY SUCH SUIT,  ACTION OR PROCEEDING  BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN  INCONVENIENT  FORUM AND FURTHER  IRREVOCABLY  WAIVES THE RIGHT TO OBJECT,
WITH RESPECT TO SUCH CLAIM, SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT
THAT  SUCH  COURT  DOES  NOT  HAVE  JURISDICTION  OVER  IT.  EACH  PARTY  HEREBY
IRREVOCABLY  CONSENTS  TO THE  SERVICE OF  PROCESS  IN ANY SUCH SUIT,  ACTION OR
PROCEEDING  IN ANY OF THE  AFORESAID  COURTS  BY THE  MAILING  OF COPIES OF SUCH
PROCESS TO THE PARTY, BY CERTIFIED OR REGISTERED  MAIL AT THE ADDRESS  SPECIFIED
IN SECTION 5.2.

     Section 5.13. No  Third-Party  Beneficiaries.  This Agreement is solely for
the benefit of the parties hereto and the  subsidiaries  of Kronos  Worldwide to
which Services have been assigned by the Kronos  Subsidiaries  and should not be
deemed  to  confer  upon  any  other  parties  any  remedy,  claim,   liability,
reimbursement,  claim of  action  or other  right in  excess  of those  existing
without reference to this Agreement.

     Section 5.14.  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.

                                Kronos Worldwide, Inc.


                                By:  /s/ Robert D. Graham
                                     -----------------------------------
                                     Robert D. Graham, Vice President, General
                                     Counsel and Secretary



                                Kronos International, Inc.


                                By:  /s/ Gregory M. Swalwell
                                     -----------------------------------
                                     Gregory M. Swalwell, Vice President,
                                     Finance and Chief Executive Officer



                                Kronos Canada, Inc.


                                By:  /s/ John A. St. Wrba
                                     -----------------------------------
                                     John A. St. Wrba, Vice President -
                                     Treasurer



                                Kronos (US), Inc.


                                By:  /s/ Gregory M. Swalwell
                                     -----------------------------------
                                     Gregory M. Swalwell, Vice President,
                                     Finance and Chief Financial Officer