Exhibit 10.3

[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 1, 2 and 3 and are marked with a
**.]

UGS SALES AGREEMENT

THIS AGREEMENTis made as of this 21st day of February 2003 by and between QIT-FER ET
TITANE INC., a Quebec corporation with offices at 1625 Marie-Victorin Boulevard, Sorel-Tracy, Quebec, Canada,
J3R 1M6 (hereinafter "QIT"), andTIOXIDE EUROPE LIMITED, and English company with registered
offices at Haverton Hill Road, Billingham TS23 1PS, England (hereinafter, the "Buyer");

WHEREAS QITis a significant producer of upgraded titanium bearing slag ("UGS)" and Buyer, a member of the Huntsman Tioxide Group of
affiliated companies ("Buyer's Group"), is a significant consumer of upgraded titanium feedstocks;

WHEREASthe parties are desirous of entering into an agreement whereby the manufacture and purchase of a predetermined amount of UGS is
established for the mutual benefit of enhancing predictability of the operations of each of the parties;

NOW THEREFORE, for and in consideration of the covenants and conditions herein contained, the parties hereto agree as follows:

ARTICLE I. SCOPE

QIT agrees to sell and deliver, and Buyer agrees to buy, take delivery of and consume, upgraded titanium bearing slag (hereinafter called "UGS"), produced at
QIT's plant at Sorel-Tracy, Quebec, Canada, in the quantities and at the times specified herein and in accordance with the terms of this Agreement.

ARTICLE II. DEFINITIONS

Unless otherwise indicated, a "ton" is a metric ton of one thousand kilograms dry weight, a "month" and a "year" are a calendar month and a calendar year,
respectively, "dollars", "cents", and the dollar and cent signs ("$" and "¢") refer to lawful money of the United States of America. "Official Samples" has the meaning given to it in
Article XI and all percentages are based on dry weights. "Party" means QIT as one party and Buyer as one party. "STEM" shall mean that UGS will be available and ready for loading at the point
of shipment on the stated date and in the quantity specified.

ARTICLE III. TERM

ARTICLE IV. QUANTITY

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ARTICLE V. PRICE







ARTICLE VI. SHIPMENTS

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ARTICLE VII. TITLE AND RISK OF LOSS

Title to and risk of loss in UGS shall pass to Buyer when the UGS has effectively passed the ship's rail of Buyer's Vessel at QIT's dock at Sorel-Tracy,
Quebec, Canada. Once the title to and risk of loss in UGS has passed to Buyer, QIT shall not be responsible for any losses or damages of any kind and howsoever arising to UGS, except as expressly
provided in this Agreement.

ARTICLE VIII. INVOICING AND PAYMENT





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ARTICLE IX. SPECIFICATIONS

ARTICLE X. WARRANTY

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ARTICLE XI. INSPECTION, WEIGHING, SAMPLING AND ANALYSIS

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ARTICLE XII. ARBITRATION

Any dispute between QIT and Buyer arising out of or in any way connected with this Agreement, its negotiation, performance, breach, existence or validity shall,
unless settled by mutual agreement or conciliation and failing settlement thereunder, be referred for final and binding arbitration in London, England, under the Rules of Conciliation and
Arbitration of the International Chamber of Commerce. The arbitration shall be presided over by three (3) arbitrators of which QIT shall appoint one and Buyer shall appoint another, and the two
(2) appointed arbitrators shall appoint the Chairman of the arbitral tribunal within sixty (60) days following their appointment by the parties hereto, failing which the Chairman shall
be appointed by the International Court of Arbitration of the International Chamber of Commerce. The language of the arbitration shall be English.

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ARTICLE XIII. TAXES AND DUTIES

Canadian taxes or duties now or hereafter imposed on the export of the Product during the term of this Agreement shall be for the sole account of QIT. All other
taxes or duties now or hereafter imposed on the import of Product in connection with this Agreement shall be for the sole account of Buyer.

ARTICLE XIV. PATENTS

ARTICLE XV. FORCE MAJEURE

In the event of any contingency which is beyond the reasonable control of QIT or Buyer including, but not limited to (i) any strike, lockout, industrial
dispute, difference with workmen, accident, fire, explosion, earthquake, flood, mobilization, war (whether declared or undeclared), act of any belligerent in any such war, riot, rebellion, revolution
or blockade, (ii) any requirement, regulation, restriction, or other act of any Government, whether legal or otherwise, (iii) any inability to secure or delay in securing export licenses
or import licenses, cargo space or other transportation facilities necessary for the shipment or receipt of Product or fuel or other supplies or material including ilmenite ore or electric power
necessary for the operation of the mines and plants where Product is produced or consumed, (iv) any delay in or interruption to transportation by rail, water or otherwise, (v) any damage
to or destruction of such mines or plants of QIT or Buyer, or (vi) any other contingency, excluding market conditions of any sort, which is beyond the reasonable control of QIT or Buyer,
whether or not of the nature or character hereinbefore specifically enumerated, which event delays or interferes with the performance of this Agreement or the consumption of Product, (an event of
"Force Majeure") then such event shall be considered sufficient justification for delay in making shipment or delivery or taking delivery or performance hereunder (other than the payment of money), in
whole or in part, until such event ceases to exist, and this Agreement shall be deemed suspended for so long as such event delays or interferes with the performance hereof, provided that prompt notice
of any such event be given by the party affected to the other party. Any delay or interference which affects QIT's supply of Product to customers shall entitle QIT to allocate equitably any available
Product among customers in its discretion.

Anything
to the contrary herein notwithstanding, if such event of Force Majeure occurs, the obligation of QIT to sell and deliver and of Buyer to buy and to take delivery of UGS with
respect to any year shall terminate (unless otherwise agreed between the parties) at the end of the year as to quantities of UGS which have not been loaded aboard Buyer's Vessel at Sorel-Tracy, by the
end of the year due to such event of Force Majeure. Nothing contained in this Article shall require Buyer to pay for, or QIT to make up or compensate for, any UGS not delivered due to the
application of this Article XV.

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ARTICLE XVI. DEFAULT & LIMITS OF LIABILITY

For purposes of this Article XVI, a "default" shall mean any failure by either party to make any payment (except for a bona fide dispute as to the accuracy
of the amount due) or to perform any obligation under or pursuant to this Agreement for any reason other than an event of Force Majeure as defined in Article XV.

No
default shall be deemed to have occurred unless the party in default shall have first been given written notice of such default and shall have failed to cure such default within
thirty (30) days in the event of a failure to pay and in all other events, within sixty (60) days after receipt of such written notice.

In
the event of a default arising from a breach of Buyer's duty to pay for UGS delivered or for the total amount of the Contracted Quantity in any particular year, QIT shall have the
right to seek damages for all loss or damage actually sustained as a direct result of the default. In addition, (except for a bona fide dispute as to the accuracy of the amount due), QIT shall have
the right (subject to Buyer's right to cure its default pursuant to this Article) to terminate this Agreement forthwith by providing notice to such effect to Buyer. Notwithstanding anything contained
herein to the contrary, in no event shall Buyer be liable for consequential, indirect, incidental, punitive or contingent damages as a result of a default under this Agreement.

In
the event of any default by QIT arising from a failure to deliver UGS pursuant to this Agreement, QIT (subject to QIT's rights to cure its default pursuant to this Article) shall
compensate Buyer for all loss or damage actually sustained as a direct result of the failure to deliver but excluding indirect, consequential, punitive or contingent damages of the default Buyer may
suffer therewith including, but not limited to, loss of revenue or profits as a result of Buyer's inability to operate, or shut down of its operations, loss of use of equipment, or cost of substitute
equipment, claims of third parties, and the like.

ARTICLE XVII. WAIVER OF DEFAULT

Any failure by either party to give notice in writing to the other party of any breach or default in any of the terms or conditions of this Agreement shall not
constitute a waiver thereof, nor shall any delay by either party in enforcing any of its rights hereunder be deemed a waiver of such rights nor shall a waiver by either party of any defaults of the
other party be deemed a waiver of any other or subsequent defaults.

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ARTICLE XVIII. NOTICE

Any notice to be given to any party under the terms of this Agreement shall be deemed to have been given if delivered by courier service or transmitted by
telecopier to the respective addresses or telecopier numbers given below:

|TO QIT:   |  | Attention:Director, Sales & Marketing, Titania Slag and Rutile                                                                                                       
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          |  | QIT-Fer et Titane Inc. ("QIT")
c/o Rio Tinto Iron & Titanium Inc.
770 Sherbrooke Street West
Suite 1800
Montreal, Quebec
Canada, H3A 1G1
Telecopier: 1 (514) 286-9336
|TO Buyer: |  | Attention:Mr. D.I. Rochester, Director of Purchasing                                                                                                                 
|          |  | Tioxide Europe Limited
Haverton Hill Road
Billingham
TS23 1PS
England
Telecopier: 44.1642.376918                                                                     
|          |  | With a copy to the Company Secretary                                                                                                                                 

or
to such other address or telecopier number as either party shall so designate by providing notice of such other address or telecopier number in accordance with the provisions of this Article. All
notices shall be deemed to have been received on the day of delivery, if delivered by courier service or on the day of transmission, if sent by telecopier, during normal business hours
(9:00 a.m. to 5:00 p.m.) of the recipient, failing which, such notice shall be deemed to have been received on the next business day.

ARTICLE XIX. ASSIGNMENT

No party may assign its rights or obligations under this Agreement without the prior written consent of the other party. The preceding sentence shall not apply to
assignments made to parents, subsidiaries, or related corporations, partnerships or other entities of the parties hereto, providing that the party executing this Agreement shall remain primarily
responsible for performance of its obligations hereunder unless such responsibility is waived in writing by the other party.

ARTICLE XX. ENTIRE AGREEMENT: AMENDMENT, MODIFICATION

This Agreement states the entire understanding between the parties hereto with respect to the subject matter hereof, and there are no agreements or
understandings, oral or written expressed or implied with reference to the subject matter hereof that are not merged herein or superseded hereby. This Agreement may not be changed, modified or
supplemented in any manner orally or otherwise except by an instrument in writing signed by a duly authorized representative of each of the parties hereto. The parties recognize that, for
administrative purposes, documents such as purchase orders, acknowledgments, invoices and similar documents may be used during the Term of this Agreement. In no event shall any term or condition
contained in any such administrative documents be interpreted as amending or modifying the terms of this Agreement whether such administrative documents are signed or not.

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ARTICLE XXI. GOVERNING LAW

This Agreement shall, in all respects, be governed by and construed in accordance with the laws of England, to the exclusion of the United Nations Convention on
the International Sale of Goods.

ARTICLE XXII. CONFIDENTIALITY

This Agreement and information obtained by one party from the other by virtue of this Agreement, shall remain confidential and shall not be disclosed to any third
party without the prior written consent of the other party, unless such information is publicly available, or previously known to the recipient or is required to be disclosed by law.

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              

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