COMPX INTERNATIONAL INC.

                         ------------------------------


                             AMENDMENT NO. 1 TO THE
                                CREDIT AGREEMENT

                          dated as of December 15, 1999

                         ------------------------------


                             BANKERS TRUST COMPANY,
                                    as Agent


                                       and

                          VARIOUS LENDING INSTITUTIONS


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                               AMENDMENT NO. 1 TO
                                CREDIT AGREEMENT

                  This Amendment Number 1 to Credit Agreement (this "Agreement")
is entered into as of December 15,  1999,  by the and among COMPX  INTERNATIONAL
INC., a Delaware  corporation  (the  "Company"),  each of the several  financial
institutions signatory hereto (collectively, the "Majority Lenders") and Bankers
Trust Company,  a New York banking  corporation,  individually and as agent (the
"Agent") for the benefit of the Lenders under the Credit  Agreement  hereinafter
referred to.

                                    RECITALS

         A. The Company,  the Agent and the financial  institutions from time to
time party  thereto are parties to that  certain  Credit  Agreement  dated as of
February 26, 1998 (the "Credit  Agreement").  Unless otherwise specified herein,
capitalized  terms used in this  Agreement  shall have the meanings  ascribed to
them by the Credit Agreement, as amended hereby.

         B. The  Borrowers,  the Agent and the  Majority  Lenders have agreed to
amend the Credit  Agreement on terms and conditions  herein set forth subject to
the terms and conditions hereof.

                  NOW,  THEREFORE,  in  consideration  of the  mutual  execution
hereof and other good and valuable  consideration,  the parties  hereto agree as
follows:

         1. Amendments to Credit Agreement.  Section 8.5 of the Credit Agreement
is hereby amended by deleting the clause "after
the second  anniversary  hereof"  where such words first  appear after the words
"provided, however, that" in such section.

         2.  Representations  and  Warranties  of  the  Borrowers.  The  Company
represents and warrants that:

         (a)      The execution, delivery and performance by the Company of this
                  Agreement have been duly authorized by all necessary corporate
                  action and that this  Agreement is a legal,  valid and binding
                  obligation of the Company  enforceable  against the Company in
                  accordance with its terms,  except as the enforcement  thereof
                  may be  subject to the  effect of any  applicable  bankruptcy,
                  insolvency,   reorganization,   moratorium   or  similar   law
                  affecting creditors' rights generally;

         (b)      Each of the  representations  and warranties  contained in the
                  Credit Agreement is true and correct in all material  respects
                  on and as of the date  hereof  as if made on the date  hereof,
                  except to the extent that any such  representation or warranty
                  relates to an earlier date, in which case such  representation
                  or warranty shall be true and correct in all material respects
                  as of such earlier date; and

         (c)      After giving effect to this Agreement, no Default or Unmatured
                  Default has occurred and is continuing.

         3.  Conditions to  Effectiveness  of Agreement.  This  Agreement  shall
become  effective  on the date  (the  "Effective  Date")  each of the  following
conditions precedent is satisfied:

         (a)      Execution  and  Delivery.  The  Company,  the  Agent  and  the
                  Majority  Lenders  shall  have  executed  and  delivered  this
                  Agreement.

         (b)      No  Defaults.  After  giving  effect  to  this  Agreement,  no
                  Unmatured  Event of  Default  or Event of  Default  under  the
                  Credit Agreement shall have occurred and be continuing.

         (c)      Representations  and  Warranties.  After giving  effect to the
                  amendments contemplated by this Agreement, the representations
                  and warranties of the Company contained in this Agreement, the
                  Credit  Agreement and the other Loan  Documents  shall be true
                  and correct in all respects as of the Effective Date, with the
                  same effect as though made on such date,  except to the extent
                  that any such representation or warranty relates to an earlier
                  date, in which case such  representation  or warranty shall be
                  true and correct in all  material  respects as of such earlier
                  date.

         (d)      General.  The Agent shall have received such other  documents,
                  Certificates and opinions, as it may reasonably require.

         4.    Reference   to   and   Effect   Upon   the   Credit    Agreement.

         (a)      Upon  the  Effective   Date,  each  reference  in  the  Credit
                  Agreement   to  "this   Agreement,"   "hereunder,"   "hereof,"
                  "herein,"  or words of like import and each  reference  to the
                  Credit  Agreement  in each Loan  Document  shall mean and be a
                  reference  to the Credit  Agreement  as amended  and  restated
                  hereby and the Credit Agreement is amended as set forth herein
                  and is hereby restated in its entirety to read as set forth in
                  the Credit Agreement with the amendments specified herein.

         (b)      Except  as  specifically  amended  above,  all of  the  terms,
                  conditions and covenants of the Credit Agreement and the other
                  Loan  Documents  shall remain  unaltered and in full force and
                  effect and are hereby ratified and confirmed in all respects.

         (c)      The execution,  delivery and  effectiveness  of this Agreement
                  shall not operate as a waiver of any right, power or remedy of
                  the Agent or any  Lender  under the  Credit  Agreement  or any
                  other Loan Document,  nor constitute a waiver of any provision
                  of the  Credit  Agreement  or any  Loan  Document,  except  as
                  specifically set forth herein.

         5. Costs and Expenses.  The Company hereby affirms its obligation under
Section 11.04 of the Credit  Agreement to reimburse the Agent for all reasonable
costs, internal charges and out-of-pocket expenses paid or incurred by the Agent
in connection with the preparation,  negotiation, execution and delivery of this
Agreement,  including but not limited to the attorneys' fees and time charges of
attorneys for the Agent with respect thereto.

         6.  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.

                            (signature pages follow)


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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to be duly  executed  by their  respective  officers  thereunto  duly
authorized as of the date above first written.


                                   COMP X INTERNATIONAL INC., a Delaware
                                   corporation



                                   By:

                                   Name:

                                   Title:



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                                   BANKERS TRUST COMPANY, individually as a
                                   Lender and as Agent


                                   By:

                                   Name:

                                   Title:



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                                  BANK OF AMERICA, N.A., (Formerly NationsBank,
                                  N.A.), as a Lender


                                  By:

                                  Name:

                                  Title:


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                                  BANK OF TOYKO, as Lender


                                  By:

                                  Name:

                                  Title:


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                                  FIRST UNION NATIONAL BANK, as a Lender

                                  By:

                                  Name:

                                  Title:



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                                  WACHOVIA BANK, N.A., as a Lender

                                  By:

                                  Name:

                                  Title:




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                            REAFFIRMATION OF GUARANTY

         Each of the undersigned acknowledges receipt of a copy of the Amendment
No. 1 to the Credit Agreement (the  "Amendment")  dated as of December 17, 1999,
consents to such  Amendment  and hereby  reaffirms  its  obligations  under that
certain Subsidiary Guaranty Agreement dated February 26, 1998.

Dated as of December 17, 1999.