Exhibit 10.2

[Certain portions of this exhibit have been omitted pursuant to Rule 24b-2 and are subject to a confidential treatment request. Copies of this exhibit
containing the omitted information have been filed separately with the Securities and Exchange Commission. The omitted portions of this document occur on pages 2 and 3 and are marked with a
**.]

SLAG SALES AGREEMENTAMENDMENT

THIS AMENDMENT AGREEMENT dated the 21st day of February, 2003 between QIT-FER ET TITANE INC., a Quebec corporation with offices
at 1625, Marie-Victorin, Tracy, Quebec, Canada, J3R 1M6 (hereinafter "QIT"), and TIOXIDE EUROPE LIMITED, An English company with its Registered Office at Haverton Hill Road, Billingham, TS23
1PS, England (hereafter, the "Buyer");

WHEREAS
QIT is a significant producer of titanium bearing slag and Buyer, a member of the Huntsman Tioxide Group of affiliated companies ("Buyer's Group"), is a consumer of titanium
bearing slag of the types produced by QIT;

WHEREAS
Buyer's Group operates seven pigment plants worldwide plus a production joint venture;

WHEREAS
Buyer's Group has six pigment plants using the sulphate process, three of which typically use ilmenite as feedstock and three of which typically use slag as feedstock;

WHEREAS
Buyer's Group has four sulphate pigment plants in Europe, two using ilmenite as feedstock and two using slag as feedstock;

WHEREAS
Buyer's Group has a sulphate pigment plant in Asia using ilmenite as feedstock and a sulphate pigment plant in Africa using slag as feedstock;

WHEREAS
QIT produces and sells slag and has substantial investments in such process;

WHEREAS
Buyer's Group's sulphate pigment plants using slag are in general not as cost competitive as those of its plants using ilmenite, and QIT recognizes that Buyer has considered
converting these plants to use ilmenite;

WHEREAS
QIT and Buyer's Group wish to see the slag remain a competitive alternative to ilmenite as a sulphate feedstock;

WHEREAS
Buyer's Group is desirous of establishing standardized product quality across all its sulphate pigment plants that use slag, which is facilitated by the usage of a single source
of common feedstock;

WHEREAS
Buyer is desirous that QIT share some of the business risk related to the future pricing of pigment produced by Buyer's Group;

WHEREAS
QIT is willing to link the price of slag to the sale price for pigment produced worldwide by Buyer's Group under conditions described herein;

WHEREAS
pigment prices can vary considerably from year to year and the term of any agreement needs to be of reasonable duration to induce QIT to accept the risk associated with linking
its slag price to variations in the sale price of pigment;

WHEREAS
the parties recognize the volatility of market demand for TiO2 pigment has a direct effect on the volume requirements of Buyer's Group;

WHEREAS
QIT has agreed to share the business risk associated with pigment demand volatility and to supply all of Buyer's sulphate slag requirements in Europe in an arrangement that links
slag price with pigment price whereby the manufacture, purchase and consumption of titanium bearing slag is established for the mutual benefit of the parties;

---

WHEREAS
Buyer and QIT entered into an agreement for the purchase of titanium bearing slag (hereinafter "Product") dated April 19, 2000, as amended to date (the "Agreement"); and

WHEREAS,
in view of the above, the parties wish to amend the Agreement as provided herein;

NOW
THEREFORE, for and in consideration of the covenants and conditions herein contained, the parties hereto confirm their amendment of the Agreement as follows, effective
January 1, 2003:







Year

Quantity2003

** tons.2004

** tons.




Year

Price2003 and 2004 (**% TiO2 basis)

The annual price will be determined by reference to the Weighted Average Pigment Price for the relevant year as follows:


2

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Weighted Average Pigment Price (US$ per ton for the year)

Basic Price (and % variation from 2002 price)**

$
**

(**
%)**

$
**

(**
%)**

$
**

(**
%)**

$
**

(**
%)**

$
**

(**
%)




IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized respective representatives, as of the day and year first above written.

|QIT-FER ET TITANE INC. |  | TIOXIDE EUROPE LIMITED
|---------------------- |  | ----------------------
|By:                    |  | /s/JAMES D. NAMENY    
|Name:                  |  | James D. Nameny       
|Title:                 |  | Director              

3

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