SUBSCRIPTION AGREEMENT

     This  Subscription  Agreement (the  "Agreement")  is executed on October 5,
2004 but  effective  as of October 1, 2004,  among NL  Industries,  Inc.,  a New
Jersey  corporation  ("NL"),   TIMET  Finance  Management  Company,  a  Delaware
corporation ("TFMC" and together with NL, the "Stockholders"),  and CompX Group,
Inc., a Delaware corporation ("CGI").

                                    Recitals

     A. The Stockholders are beneficial owners of shares (the "CompX Shares") of
either  class A or class B common  stock,  par value  $0.01 per share,  of CompX
International Inc., a Delaware corporation ("CompX").

     B. Each of the  Stockholders  wishes to subscribe  for one  thousandth of a
share of common stock, par value $0.01 per share, of CGI (the "CGI Shares"), for
each  CompX  Share  they  contribute  to CGI on the  terms  and  subject  to the
conditions of this Agreement (each time a contribution is made shall be referred
to as a "Transaction").

     C. The  certificate  of  incorporation  and the bylaws of CGI, to which the
Stockholders  have agreed in connection  with the  transactions  contemplated by
this  Agreement  are  attached  as  Exhibits  A and  B,  respectively,  to  this
Agreement.

                                    Agreement

     The parties agree as follows:

                                     ARTICLE I.
                                 THE TRANSACTION

     Section  1.1.  Initial  Contribution  of CompX  Shares for CGI  Shares.  In
consideration  of CGI's issuance of one thousandth of a CGI Share for each CompX
Share the Stockholders contribute to CGI on the date hereof, each of NL and TFMC
hereby contributes and delivers to CGI the following CompX Shares:

<TABLE>
<CAPTION>
                    Shares of CompX    Shares of CompX        Total CompX
                       Class A             Class B              Shares
  Stockholder        Common Stock        Common Stock         Contributed
----------------    --------------      --------------       --------------
<S>                 <C>                 <C>                  <C>
NL..............         374,000          10,000,000           10,374,000
----------------    --------------      --------------       --------------
TFMC............       2,212,820                   0            2,212,820
----------------    --------------      --------------       --------------
</TABLE>
Certificates  representing such CompX Shares are hereby delivered accompanied by
stock  powers  duly  endorsed  in blank or the  holder  has made an  irrevocable
request to transfer such CompX Shares to such brokerage  accounts  designated by
CGI.

     Section 1.2.  Subsequent  Contributions of CompX Shares for CGI Shares.  In
consideration  of CGI's issuance of one thousandth of a CGI Share for each CompX
Share  the  Stockholders  may  contribute  to  CGI in the  future,  each  of the
Stockholders  may in the future  contribute  and  deliver  CompX  Shares to CGI.
Certificates  representing  such CompX Shares shall be delivered  accompanied by
stock  powers  duly  endorsed in blank or the holder  shall make an  irrevocable
request to transfer such CompX Shares to such brokerage  accounts  designated by
CGI on the date of the respective contribution.

<PAGE>

     Section 1.3.  Voting  Agreement.  Each of the parties as a condition to all
Transactions  shall execute and deliver to the other parties a Voting  Agreement
substantially in the form of Exhibit C attached hereto (the "Voting Agreement").

     Section 1.4. Sales of CompX Shares  Contributed by TFMC. CGI agrees that it
will not sell any of the CompX Shares contributed to CGI by TFMC (as such number
of CompX Shares may be adjusted  from time to time  pursuant to stock splits of,
stock dividends on, or recapitalizations of, such CompX Shares) pursuant to this
Agreement without the express written consent of TFMC.

                                   ARTICLE II.
               REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

     Each of the Stockholders hereby individually represents and warrants to CGI
as of the date of this  Agreement,  and  each  time a  Stockholder  subsequently
contributes CompX Shares to CGI as though made on the date of such contribution,
as follows.

     Section 2.1.  Authority.  It is validly existing and in good standing under
the laws of the state of its  incorporation.  It has the  power  and  authority,
without the consent or approval of any other person, to execute and deliver this
Agreement and to consummate the respective  Transaction.  All action required to
be  taken  by or on  behalf  of it to  authorize  the  execution,  delivery  and
performance of this Agreement and the respective  Transaction  has been duly and
properly taken.

     Section 2.2. Validity.  This Agreement is duly executed and delivered by it
and  constitutes  its  lawful,  valid and  binding  obligation,  enforceable  in
accordance with its terms.  The execution and delivery of this Agreement and the
consummation  of the respective  Transaction by it are not prohibited by, do not
violate or conflict  with any provision of, and do not result in a default under
(a) its  charter  or  bylaws;  (b) any  material  contract,  agreement  or other
instrument to which it is a party or by which it is bound; (c) any order,  writ,
injunction, decree or judgment of any court or governmental agency applicable to
it; or (d) any law, rule or regulation applicable to it, except in each case for
such  prohibitions,  violations,  conflicts  or  defaults  that would not have a
material adverse consequence to the respective Transaction.

     Section 2.3.  Ownership of CompX Shares.  It is the beneficial owner of the
CompX Shares it will  contribute to CGI in the respective  Transaction  and upon
consummation of the respective  Transaction CGI will acquire good and marketable
title to such CompX Shares free and clear of any liens,  encumbrances,  security
interests,  restrictive  agreements,  claims  or  imperfections  of  any  nature
whatsoever, other than restrictions on transfer imposed by applicable securities
laws and any liens of third party  lending  institutions  exiting as of the date
hereof that have been disclosed to the other parties to this Agreement.

<PAGE>

     Section 2.4.  Acquisition  for  Investment.  It is acquiring the CGI Shares
issued and delivered to it in the respective  Transaction for investment  solely
for its own  account and not with a view to, or for resale in  connection  with,
the  distribution  thereof.  It understands  that such CGI Shares are restricted
securities under the Securities Act of 1933, as amended (the "Securities  Act"),
and that such CGI Shares must be held  indefinitely  unless they are  registered
under the Securities Act and any applicable state securities or blue sky laws or
an exemption from such registration is available.

     Section 2.5. Nature of Stockholder. It has such knowledge and experience in
financial and business  matters that it is capable of evaluating  the merits and
risks  of the  acquisition  of CGI  Shares  issued  and  delivered  to it in the
respective Transaction.

                                  ARTICLE III.
                      REPRESENTATIONS AND WARRANTIES OF CGI

     CGI hereby  represents and warrants to each of the  Stockholders  as of the
date of this  Agreement,  and each time a Stockholder  subsequently  contributes
CompX Shares to CGI as though made on the date of such contribution, as follows.

     Section 3.1.  Authority.  It is a corporation  duly  incorporated,  validly
existing and in good standing under the laws of the state of its  incorporation.
It has the corporate power and authority, without the consent or approval of any
other  person,  to execute and deliver  this  Agreement  and to  consummate  the
respective  Transaction.  All  corporate  action  required  to be taken by or on
behalf of it to  authorize  the  execution,  delivery  and  performance  of this
Agreement and the respective Transaction has been duly and properly taken.

     Section 3.2. Validity.  This Agreement is duly executed and delivered by it
and  constitutes  its  lawful,  valid and  binding  obligation,  enforceable  in
accordance with its terms.  The execution and delivery of this Agreement and the
consummation  of the respective  Transaction by it are not prohibited by, do not
violate or conflict  with any provision of, and do not result in a default under
(a) its  charter  or  bylaws;  (b) any  material  contract,  agreement  or other
instrument to which it is a party or by which it is bound; (c) any order,  writ,
injunction, decree or judgment of any court or governmental agency applicable to
it; or (d) any law, rule or regulation applicable to it, except in each case for
such  prohibitions,  violations,  conflicts  or  defaults  that would not have a
material adverse consequence to the respective Transaction.

     Section  3.3.  Issuance  of CGI  Shares.  Upon  the  consummation  of  each
Transaction,  the CGI Shares issued in such  Transaction will be validly issued,
fully paid and non-assessable  shares and the respective  Stockholder  receiving
such shares will acquire good and marketable title to such shares free and clear
of any liens, encumbrances,  security interests,  restrictive agreements, claims
or imperfections of any nature  whatsoever,  other than restrictions on transfer
imposed by  applicable  securities  laws,  except  that NL's CGI Shares  will be
subject to the restrictions of the Voting Agreement.

     Section 3.4.  Acquisition for Investment.  It is acquiring the CompX Shares
contributed  and delivered to it in the  respective  Transaction  for investment
solely for its own account  and not with a view to, or for resale in  connection
with,  the  distribution  thereof.  It  understands  that such CompX  Shares are
restricted  securities  under the Securities Act and that such CompX Shares must
be held indefinitely unless they are registered under the Securities Act and any
applicable  state  securities  or  blue  sky  laws  or an  exemption  from  such
registration is available.

<PAGE>

     Section  3.5.  Nature  of CGI.  It has such  knowledge  and  experience  in
financial and business  matters that it is capable of evaluating  the merits and
risks of the  acquiring of the CompX Shares  contributed  and delivered to it in
the respective Transaction.

                                   ARTICLE IV.
                               GENERAL PROVISIONS

     Section 4.1. Restricted Shares. Each of the Stockholders hereby consents to
the placing of a legend on any stock  certificates  evidencing CGI Shares issued
to it in a Transaction  stating that such CGI Shares are restricted  securities.
NL agrees to the placing of a legend on any stock  certificates  evidencing  its
CGI Shares stating that such CGI Shares are subject to the Voting Agreement.

     Section 4.2. Access to Information.  Each of the Stockholders shall provide
CGI and its  representatives  access  to all  information  with  respect  to the
business of CompX  possessed by such party and reasonably  requested by CGI. CGI
shall provide each of the Stockholders and its respective representatives access
to all  information  with  respect to the  business of CGI  possessed by CGI and
reasonably requested by such Stockholder.

     Section 4.3. Survival. The representations and warranties set forth in this
Agreement shall survive the execution of this Agreement and the  consummation of
the transactions contemplated herein.

     Section 4.4.  Amendment and Waiver. No amendment or waiver of any provision
of this Agreement shall in any event be effective  unless the same shall be in a
writing  referring to this Agreement and signed by the parties hereto,  and then
such  amendment,  waiver or  consent  shall be  effective  only in the  specific
instance and for the specific purpose for which given.

     Section 4.5.  Parties and Interest.  This Agreement shall bind and inure to
the benefit of the parties  named  herein and their  respective  successors  and
assigns.

     Section  4.6.  Entire  Agreement.   This  Agreement   contains  the  entire
understanding  among the parties with respect to the  transactions  contemplated
hereby and supersedes all other agreements and understandings  among the parties
with respect to the subject matter of this Agreement.

     Section  4.7.  Applicable  Law.  This  Agreement  shall be  governed by and
construed in accordance with the domestic laws of the state of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the  state of  Delaware  or any  other  jurisdiction)  that  would  cause the
application of the laws of any jurisdiction other than the state of Delaware.

<PAGE>

     Section 4.8.  Severability.  If any provision of this Agreement is found to
violate  any  statute,  regulation,  rule,  order or decree of any  governmental
authority,  court,  agency or exchange,  such invalidity  shall not be deemed to
effect any other  provision  hereof or the  validity  of the  remainder  of this
Agreement  and such  invalid  provision  shall be deemed  deleted to the minimum
extent necessary to cure such violation.

     Section 4.9. Notice. All notices and other communications that are required
to be or may be given  under this  Agreement  shall be in  writing  and shall be
deemed  to have been duly  given  when  delivered  in person or  transmitted  by
confirmed  telecopy or upon receipt  after  dispatch by overnight  courier or by
certified or registered mail,  postage prepaid,  to the party to whom the notice
is  given.  Notices  shall be  given to the  address  for the  respective  party
appearing under the party's signature to this Agreement or to such other address
as such party may  designate  by giving  notice of such change of address to the
other parties to this Agreement.

     Section 4.10.  Headings.  The sections and other headings contained in this
Agreement  are for  reference  purposes only and shall not effect in any way the
meaning or interpretation of this Agreement.

     Section 4.11. Counterparts.  This Agreement may be executed in counterparts
each of  which  will  be an  original  and all of  which  taken  together  shall
constitute one and the same agreement.

     Section 4.12. Expenses. Except as otherwise expressly provided herein, each
party to this Agreement  shall pay its own costs and expenses in connection with
the transactions contemplated hereby.

<PAGE>

     The parties  hereto have caused this Agreement to be executed by their duly
authorized officers on October 5, 2004 but effective as of October 1, 2004.

                           NL INDUSTRIES, INC.




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

                                 Address:    Three Lincoln Centre
                                             5430 LBJ Freeway, Suite 1700
                                             Dallas, Texas   75240-2697
                                             FAX:  972.448.1445
                                             Attention:  General Counsel

                           TIMET FINANCE MANAGEMENT COMPANY




                           By:   /s/ Gregory M. Swalwell
                                 ---------------------------------
                                 Gregory M. Swalwell, Vice President

                                 Address:    103 Foulk Road, Suite 101
                                             Wilmington, Delaware   19803
                                             FAX:  972.448.1445
                                             Attention:  General Counsel

                           COMPX GROUP, INC.




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

                                 Address:    Three Lincoln Centre
                                             5430 LBJ Freeway, Suite 1700
                                             Dallas, Texas   75240-2697
                                             FAX:  972.448.1445
                                             Attention:  General Counsel