VOTING AGREEMENT


     THIS VOTING AGREEMENT (this "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").  Unless  otherwise  provided in this  Agreement,
certain capitalized terms used herein are defined in Section 8.

                                    Recitals

     The  parties  hereto  desire to enter into this  Agreement  to  establish a
mechanism  to elect as a  director  of CGI one person  designated  in writing by
TFMC.

                                    Agreement

     In consideration  of the mutual  covenants  contained herein and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows.

     Section  1.  Voting  for  Directorship.  NL  agrees  to vote all of its CGI
Shares,  and will take all other  necessary  or  desirable  actions  within  its
control, to elect as a director of CGI one person designated in writing by TFMC.
The parties  agree that the initial  person  designated  by TFMC to be elected a
director of CGI is J. Landis Martin. If in the future more than one person holds
TFMC's CGI Shares,  such persons must  jointly  agree on one designee  that they
desire to have NL elect as a  director  of CGI and  notify NL in writing of such
designee before NL is obligated to elect such designee under this section.

     Section  2.  Size  of  Board  of  Directors;   Governing  Instruments.  The
Stockholders  hereby agree (a) that the board of directors shall be comprised of
five (5) persons as directors,  and each  Stockholder  shall take or cause to be
taken all action to require that the certificate of incorporation  and bylaws of
CGI shall so  provide  and (b) to ensure at all times  that the  certificate  of
incorporation  and  bylaws  of CGI are not at any  time  inconsistent  with  the
provisions of this Agreement.

     Section 3. Impairment. NL agrees that it will not vote or otherwise consent
or take action  with  respect to its CGI Shares to amend  CGI's  certificate  of
incorporation or bylaws in a manner that would affect the voting rights of CGI's
stockholders.

     Section 4. Transfer of Shares. NL agrees that the agreement relating to the
voting of its CGI Shares evidenced by this Agreement shall encumber such shares,
and that any permitted successor, assignee, or transferee shall take such shares
subject to this Agreement. In addition, each party agrees to cause any permitted
successor,  assignee,  or  transferee  of such  party to  become a party to this
Agreement.

<PAGE>

     Section 5. Term.  Unless  earlier  terminated  by agreement of the parties,
this  Agreement  shall  remain  in effect  for as long as TFMC or its  permitted
successors, assigns and transferees hold CGI Shares.

     Section 6. Legend.  Each  certificate  evidencing  NL's CGI Shares and each
certificate  issued in exchange  for or upon the transfer of such CGI Shares (if
such shares remain subject to the terms of this  Agreement  after such transfer)
shall be stamped  or  otherwise  imprinted  with a legend in  substantially  the
following form:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING
          AGREEMENT  ("AGREEMENT")  DATED AS OF OCTOBER 1, 2004 AMONG THE ISSUER
          OF SUCH SECURITIES (THE "ISSUER") AND THE ISSUER'S SECURITY HOLDERS. A
          COPY OF SUCH AGREEMENT WILL BE FURNISHED  WITHOUT CHARGE BY THE ISSUER
          TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

The legend set forth above shall be removed from the certificates evidencing CGI
Shares  that  cease  to be  subject  to  the  terms  of  this  Agreement  or the
termination of this Agreement.

     Section 7. Specific  Performance.  NL agrees that the remedy at law for any
breach by it of this  Agreement  will be inadequate and that, in addition to any
other remedies TFMC might have, TFMC shall be entitled, without the necessity of
proving actual damages, to specific performance and injunctive relief to prevent
the breach of any provisions of this Agreement.

     Section 8. Definitions.

     "Common Stock" means CGI's common stock, par value $0.01 per share.

     "Stockholder"  means any  stockholder of CGI who is subject to the terms of
this Agreement.

     "CGI Shares" means any Common Stock and any other voting  securities of CGI
acquired  by any  Stockholder.  As to any  particular  shares  constituting  CGI
Shares,  such shares will cease to be subject to this Agreement if and when they
have been acquired by CGI.

     Section 9. Miscellaneous.

     (a)  Amendment  and  Waiver.   Except  as  otherwise  provided  herein,  no
modification,  amendment or waiver of any  provision of this  Agreement  will be
effective against a Stockholder,  unless such modification,  amendment or waiver
is approved in writing by such Stockholder.  The failure of any party to enforce
any of the  provisions of this Agreement will in no way be construed as a waiver
of such  provisions  and will not affect the right of such party  thereafter  to
enforce each and every provision of this Agreement in accordance with its terms.

<PAGE>

     (b) Severability.  Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision  of  this  Agreement  is held to be  invalid,  illegal  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any  other  provision  or any other  jurisdiction,  but this  Agreement  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provision had never been contained herein.

     (c) 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.

     (d) Successors  and Assigns.   Except as otherwise  provided  herein,  this
Agreement  will bind and inure to the benefit of and be  enforceable  by CGI and
its successors and assigns,  and the Stockholders and any subsequent  holders of
CGI Shares,  and the respective  successors and assigns of each of them, so long
as they hold CGI Shares.

     (e) 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.

     (f) 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.

     (g) 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.

     (h) 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.

<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