TAX AGREEMENT
                                     Between
                                   VALHI, INC.
                                       and
                                  KRONOS, INC.


     AGREEMENT  dated as of  ____________ by and among Valhi,  Inc.  ("VHI"),  a
Delaware  corporation  having its principal  executive  offices at Three Lincoln
Centre, 5430 LBJ Freeway,  Suite 1700, Dallas,  Texas 75240, Contran Corporation
("Contran"),  a Delaware  corporation having its principal  executive offices at
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240 and Kronos,
Inc. ("KI"), a Delaware  corporation  having its principal  executive offices at
Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240.

     WHEREAS,  VHI and KI file consolidated returns of federal income taxes and,
subject to certain jurisdictional limitations, are subject to combined state and
local tax reporting;

     WHEREAS,  the tax  sharing  agreement  between KI and NL  Industries,  Inc.
("NL") shall terminate effective _______________;

     WHEREAS, VHI and KI wish to provide for the allocation of liabilities,  and
procedures  to be followed,  with respect to federal  income taxes of KI and any
subsidiaries of KI and with respect to certain combined state and local taxes on
the terms of this Agreement.

     NOW,  THEREFORE,  in  consideration  of the promises and agreements  herein
contained, the parties hereto agree as follows:

     1.  Definitions.  As used in this  Agreement,  the following terms have the
meanings set forth below:

          (a) Code:  The  Internal  Revenue Code of 1986,  as amended,  and with
     respect to any section thereof any successor  provisions under such Code or
     any successor Code.

          (b) Combined Foreign, State and Local Taxes: For a taxable period, the
     amount of all foreign,  state and local taxes,  together  with all interest
     and penalties with respect thereto,  for which liability is computed (1) on
     the basis of a combined,  unitary or  consolidated  return  (whether at the
     initiative of the tax authority or of the taxpayer) and (2) by reference to
     one or more  members  of the KI Group  and one or more  members  of the VHI
     Group not included in the KI Group.

          (c) Contran  Corporation:  A Delaware  corporation  that is the common
     parent of a group of corporations  electing to file a consolidated  federal
     income tax return.

          (d)  Federal  Taxes:  All  federal  income  taxes,  together  with all
     interest and penalties with respect thereto.

          (e) VHI Group:  VHI and those of its direct and indirect  subsidiaries
     which join in the filing of a  consolidated  federal income tax return with
     its common  parent,  Contran (the  "Contran  Tax Group"),  as such Group is
     constituted  from time to time.  For  purposes  of this  Agreement  (to the
     extent related to Combined Foreign,  State and Local Taxes),  the term "VHI
     Group"  shall  include  all direct and  indirect  subsidiaries  of VHI with
     reference to which Combined Foreign, State and Local Taxes are determined.

          (f) KI Group:  Kronos,  Inc. and each direct or indirect subsidiary of
     KI which would be a member of an  affiliated  group,  within the meaning of
     section  1504(a) of the Code,  of which KI was the common  parent,  as such
     Group is constituted  from time to time. For purposes of this Agreement (to
     the extent related to Combined  Foreign,  State and Local Taxes) , the term
     "KI Group" shall  include all direct and indirect  subsidiaries  of KI with
     reference to which Combined, Foreign, State and Local taxes are determined.

          (g) KI Group Tax Liability:  For a taxable  period,  the liability for
     Federal Taxes and Combined  Foreign,  State and Local taxes, as applicable,
     that the KI Group  would  have had if it were not a member of the VHI Group
     during such taxable  period (or during any taxable  period prior  thereto),
     and instead filed a separate  consolidated  return for such taxable  period
     (and during all prior taxable periods beginning after _________ when the KI
     Group was part of the consolidated federal income tax group of which NL was
     the common parent ("NL Group"));  provided,  however,  that for purposes of
     determining  such liability for a taxable period all tax elections shall be
     consistent  with the tax  elections  made by Contran  for such  period.  In
     making such tax  elections  it is  understood  Contran  will make those tax
     elections  which are  beneficial to the Contran Tax Group on a consolidated
     basis. Nevertheless, Contran will use its best efforts in the case of those
     elections  which affect the  computation of the KI Group Tax Liability,  to
     make  elections in a  reasonable  manner so as to minimize the KI Group Tax
     Liability.

     2.  Contran as Agent.  Contran  shall be the sole agent for the KI Group in
all matters  relating to the KI Group Tax Liability.  The KI Group shall not (a)
terminate  such agency or (b) without  the consent of Contran,  participate,  or
attempt to  participate,  in any matters  related to the KI Group Tax Liability,
including,  but not  limited  to,  preparation  or filing of, or  resolution  of
disputes,  protests or audits with the Internal Revenue Service,  state or local
taxing  authorities  concerning,  the Contran  Group's  consolidated  returns of
Federal  Taxes,  returns of  Combined  Foreign,  State and Local Taxes or the KI
Group Tax Liability with respect thereto for any taxable period  beginning after
_________.  The KI Group shall  cooperate  fully in  providing  Contran with all
information  and documents  necessary or desirable to enable  Contran to perform
its obligations  under this Section,  including  completion of Internal  Revenue
Service  and state or local  tax  audits  in  connection  with such KI Group Tax
Liability  and  determination  of the  proper  liability  for such KI Group  Tax
Liability.

     3. Liability for Taxes; Refunds.

          (a) VHI, as the common  parent of the KI Group,  shall be  responsible
     for, and shall pay to Contran or a taxing  authority,  as  applicable,  the
     consolidated  tax liability for the VHI Group and has the sole right to any
     refunds received from Contran or a taxing authority, as applicable, subject
     to the provisions of Sections 5 and 6 of this Agreement.

          (b) Notwithstanding any other provision of this Agreement, KI and each
     subsidiary  of KI  which is a member  of the KI  Group  shall be  severally
     liable to VHI for the KI Group Tax Liability.

          (c) KI shall  indemnify  VHI and hold it and the VHI Group  other than
     the KI Group,  harmless from and against any deficiency in the KI Group Tax
     Liability that may be due to VHI.

          (d) VHI shall  indemnify KI and hold it and the KI Group harmless from
     and against any Federal Taxes and Combined  Foreign,  State and Local Taxes
     attributable to the VHI Group or any other member of the Contran Tax Group,
     other than the KI Group, as such taxes are determined  under this and other
     tax sharing agreements.

     4. Tax  Returns.  VHI  shall  file on  behalf  of the KI Group  any and all
federal,  foreign, state and local tax returns that are required as they pertain
to the KI Group Tax Liability. The KI Group, at VHI's request, shall join in any
applicable  consolidated  returns of Federal  Taxes and any  returns of Combined
Foreign,  State and Local  Taxes (for which  returns  have not been  theretofore
filed)  and  execute  its  consent,  if such  consent  has not  previously  been
executed,  to each such filing on any form as may be prescribed for such consent
if such consent is required. The decision of VHI's Senior Vice President (or any
other officer so designated by VHI) with  responsibility  for tax matters shall,
subject to the provisions of this  Agreement,  be binding in any dispute between
VHI and the KI Group as to what tax position should be taken with respect to any
item or  transaction of the KI Group.  The preceding  sentence is limited to the
tax positions  that affect the KI Group Tax Liability and the combined VHI Group
and Contran Tax Group. In addition,  VHI and members of the VHI Group, including
KI and members of the KI Group,  shall provide each other with such cooperation,
assistance and information as each of them may request of the other with respect
to the  filing of any tax  return,  amended  return,  claim for  refund or other
document with any taxing authority. KI shall be solely responsible for all taxes
due for the KI Group with respect to tax returns  filed by KI or a member of the
KI Group that are required to be filed on a separate company basis,  independent
of VHI.

     5. Payment of KI Group Tax Liability for Federal  Taxes.  On or before each
date,  as  determined  under  section  6655  of  the  Code,  for  payment  of an
installment of estimated  Federal Taxes,  KI shall pay to VHI an amount equal to
the  installment  which  the KI Group  would  have  been  required  to pay as an
estimated  payment of Federal Taxes to the Internal  Revenue  Service if it were
filing a separate  consolidated return in respect of the KI Group Tax Liability.
Any balance  owed with  respect to the KI Group Tax  Liability  for such taxable
period  shall be paid to VHI on or before the 15th day of the third  month after
the close of such taxable period.  If it is not possible to determine the amount
of such balance on or before such day, (a) a reasonable  estimate  thereof shall
be paid on or before such day, (b) the amount of such  balance  shall be finally
determined  on or before the  earlier  of;  (i) the 15th day of the ninth  month
after  the  close  of such  taxable  period  and  (ii)  the  date on  which  the
consolidated  tax return  containing  the KI Group for such period is filed with
the  Internal  Revenue  Service,  and (c) any  difference  between the amount so
determined  and  the  estimated  amount  paid  shall;  (i)  in  the  case  of an
underpayment, be promptly paid to VHI and (ii) in the case of an overpayment, be
promptly  refunded or applied  against the  estimated KI Group Tax Liability for
the immediately  following tax period,  at the option of VHI. If the overpayment
is not applied to the immediately  following tax period,  such overpayment shall
be promptly  refunded to the KI Group. As between the parties to this Agreement,
the KI Group  shall be solely  responsible  for the KI Group Tax  Liability  and
shall have no  responsibility  for Federal Taxes of the VHI Group or the Contran
Group other than payment of the KI Group Tax  Liability in  accordance  with the
terms of this Agreement.

     6.  Refunds  for KI Group  Losses and Credits  for  Federal  Taxes.  If the
calculation with respect to the KI Group Tax Liability for Federal Taxes results
in a net operating  loss ("NOL") for the current tax period that, in the absence
of a Code Section 172(b)(3) election made by Contran, is carried back under Code
Sections 172 and 1502 to a prior taxable  period or periods of the KI Group with
respect to which the KI Group  previously  made  payments to VHI,  then, in that
event,  VHI shall pay (or credit) KI an amount  equal to the tax refund to which
the KI  Group  would  have  been  entitled  had the KI  Group  filed a  separate
consolidated  federal  income tax return for such year (but not in excess of the
net aggregate  amount of the KI Group Tax Liability  paid to VHI with respect to
the preceding two taxable  periods).  If the calculation  with respect to the KI
Group Tax Liability  results in an NOL for the current tax period,  that subject
to the Code  Section  172(b)(3)  election  made by Contran,  is not carried back
under Code Sections 172 and 1502 to a prior taxable  period or periods of the KI
Group  with  respect to which KI made  payments  to VHI or is not  carried  back
because the Contran Tax Group does not have a  consolidated  net operating  loss
for the  current  tax  period,  then,  in that  event  such NOL  shall be an NOL
carryover to be used in computing the KI Group Tax Liability for future  taxable
periods,  under the law  applicable to NOL  carryovers  in general,  as such law
applies to the relevant taxable period.  Furthermore, if the KI Group would have
been entitled to a refund of Federal Taxes for any year had the KI Group filed a
separate  consolidated  federal  income  tax  return  for the loss  year and the
carryback year as part of the NL Group,  VHI shall pay to KI the amount which KI
would have received as a refund from NL.  Payments made pursuant to this Section
6 shall be made on the date that Contran (or any  successor  common  parent of a
tax group to which the VHI Group is a  member)  files its  consolidated  federal
income tax return for the taxable period involved.  Principles  similar to those
discussed in this Section 6 shall apply in the case of the utilization of all KI
Group loss and credit carrybacks and carryovers.

     7. Payment of KI Group Tax  Liability  for Foreign,  State and Local Taxes.
The  foregoing  principles  contained in Sections 5 and 6 shall apply in similar
fashion to any consolidated or combined foreign, state or other local income tax
returns,  containing  any member of the VHI Group and any member of the KI Group
that is not also a member of the VHI Group, which may be filed.

     8.  Subsequent  Adjustments.  If any settlement  with the Internal  Revenue
Service,  foreign,  state or local tax  authority  or court  decision  which has
become final results in any adjustment to any item of income, deduction, loss or
credit  to the VHI  Group in  respect  of any  taxable  period  subject  to this
Agreement,  which, in any such case,  affects or relates to any member of the KI
Group as  constituted  during such taxable  period,  the KI Tax Group  Liability
shall be  redetermined  to give effect to such adjustment as if it had been made
as  part  of or  reflected  in the  original  computation  of  the KI Tax  Group
Liability and proper adjustment of amounts paid or owing hereunder in respect of
such liability and allocation shall be promptly made in light thereof.

     9.  Amendments.  This  Agreement  may be amended,  modified,  superseded or
cancelled,  and any of the terms, covenants, or conditions hereof may be waived,
only by a  written  instrument  specifically  referring  to this  Agreement  and
executed  by all parties  (or,  in the case of a waiver,  by or on behalf of the
party  waiving  compliance).  The  failure  of any party at any time or times to
require performance of any provision of this Agreement shall in no manner affect
the right at a later  time to  enforce  the same.  No waiver by any party of any
condition,  or of  any  breach  of any  term  or  covenant,  contained  in  this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such condition or breach, or a waiver of any
other condition or of any breach of any other term or covenant.

     10.  Retention of Records.  VHI shall retain all tax returns,  tax reports,
related  workpapers and all schedules  (along with all documents that pertain to
any such tax returns,  reports or workpapers) that relate to a taxable period in
which the KI Group is included  in a  consolidated  or combined  tax return with
VHI. VHI shall make such  documents  available to KI at KI's request.  VHI shall
not dispose of such documents without the permission of KI.

     11.  Headings.  The  headings  of this  Agreement  are for  convenience  of
reference only, and shall not in any way affect the meaning or interpretation of
this Agreement.

     12.  Governing  Law.  This  Agreement  shall be  construed  and enforced in
accordance with the laws of the State of Delaware without regard to conflicts of
laws provisions.

     13. Counterparts.  This Agreement may be executed in multiple counterparts,
each of which shall be an original,  but all of which shall  constitute  but one
agreement.

     14.  Successors.  This  Agreement  shall be  binding  upon and inure to the
benefit of the  parties  hereto  and their  respective  subsidiaries,  and their
respective successors and assigns.

     15.  Effective  Date.  This  Agreement  shall be effective as of _________.
--------------




<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
date first above written.

                                   VALHI, INC.

                                    By:      /s/ William J. Lindquist
                                             -------------------------------
                                             William J. Lindquist
                                             Senior Vice President
[Seal]

ATTEST:

                                   CONTRAN CORPORATION

                                    By:      /s/ William J. Lindquist
                                             -------------------------------
                                             William J. Lindquist
                                             Senior Vice President
[Seal]

ATTEST:

                                  KRONOS, INC.

                                    By:      /s/ Kelly D. Luttmer
                                             -------------------------------
                                             Kelly D. Luttmer
                                             Tax Director