EXHIBIT 10.5

                 AMENDMENT TO RICHARDS BAY SLAG SALES AGREEMENT


THIS AMENDING AGREEMENT dated June 1st, 2001 is made by and between RICHARDS BAY
IRON AND  TITANIUM  (PROPRIETARY)  LIMITED,  a South  African  corporation  with
offices at Richards Bay, Natal, South Africa (hereafter called "RBI") and KRONOS
INC., a Delaware corporation with offices at 5 Cedar Brook Drive,  Cranbury, New
Jersey, 08512, USA (hereinafter "Buyer").

WHEREAS,  RBIT and Buyer  entered into an agreement for the purchase and sale of
titanium  bearing slag  produced at RBIT's plant at Richards Bay,  Natal,  South
Africa (hereafter "RBIT Product") dated as of the 1st day of May, 1995,  amended
as of November 3, 1997 and May 1, 1999 (hereafter called the "Agreement");

WHEREAS, the parties wish to amend the Agreement to provide for the extension of
the Term of the Agreement;

NOW THEREFORE,  for and in consideration of the covenants and conditions  herein
contained,  the parties hereto agree to amend the Agreement effective January 1,
2001 as follows:

1.    Article III shall be replaced with the following:

      This  Agreement  shall  be in  effect  for a term  of  twelve  (12)  years
      commending on January 1, 1995 up to and  including  December 31, 2006 (the
      "Term"), subject to prior termination as hereinafter provided.

2.    Paragraph  D of  Article  IV of the  Agreement  shall be  replaced  by the
      following:





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      "For 1998 onward the annual Contracted Quantity shall be as follows:

          [***]

      Buyer shall commit to the actual  quantity to be purchased in each of such
      years  within  the  above  range by  written  notice  to RBIT on or before
      September 30th of the previous year,  failing which such quantity shall be
      determined by RBIT.

      [***]

3.    The provisions of Paragraph E of Article IV of the Agreement shall also be
      interpreted  to apply to the Total  Quantity and any required  adjustments
      shall be reflected in the Final Annual Invoice of January 2007.

4.      Article V.A.3. shall be replaced with the following:

      "3.For 1997 to 2000  inclusively,  the Basic Price of RB Slag shall be the
         previous year's Basic Price plus Escalation as herein defined. [***]

       4.For 2002,  the Basic  Price of RB Slag shall be the 2001  Basic  Price.
         [***]


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       5.For 2003 to 2006  inclusively,  the Basic Price of RB Slag shall be the
         previous year's Basic Price plus Escalation as herein defined."

5.    In the  year  2004  and in each  subsequent  year  during  the Term of the
      Agreement,  if the  difference in the escalated  Basic Price of RB Slag to
      Kronos  and the  average  escalated  Basic  Price to  RBIT's  other  major
      contract  customers  in any such year is greater than the change in the US
      All  urban  CPI over  the  12-month  period  ending  December  31st of the
      preceding  year, RIT will approach  Kronos to realign the Basic Price.  If
      the parties  are unable to agree on a new Basic  Price,  either  party may
      terminate  the  Agreement on 12 months  written  notice but no sooner than
      July 1st,  2005.  Contracted  Quantities  will be prorated if  termination
      occurs prior to year-end.

      Should RBIT offer spot  quantities  of RB Slag for sale to major  contract
      customers during the Term of the Agreement, Kronos Inc. shall be offered a
      quantity in proportion to its Contracted Quantity and have 7 days in which
      to accept or decline such offer.

6.    The parties  hereby  ratify and confirm  the terms and  conditions  of the
      Agreement not specifically amended pursuant to this Amending Agreement.


[***] - Confidential treatment requested.



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IN WITNESS  WHEREOF,  the  parties  have caused this  Amending  Agreement  to be
executed by their duly authorized representatives.

RICHARDS BAY IRON AND TITANIUM                 KRONOS, INC.
(PROPRIETARY) LIMITED

By:        /s/ J. George Deyzel                By:       /s/ Lawrence A. Wigdor


Name:      J. George Deyzel                    Name:     Lawrence A. Wigdor


Title:     Chief Executive Officer/            Title:    Chief Executive Officer
           Managing Director