AGREEMENT AND GENERAL RELEASE

     This Agreement and General Release (this "Agreement") is entered into as of
the date of the last  signature  affixed  to this  Agreement  between  Stuart M.
Bitting  ("Employee")  and COMPX  INTERNATIONAL  INC.,  a  Delaware  corporation
("CompX"),  for itself and on behalf of its parent,  subsidiary or other related
or affiliated entities or persons (including,  without limitation,  Valhi, Inc.,
Contran  Corporation and the Harold C. Simmons Family Trusts) and such entities'
predecessors,   successors,  assigns,  officers,  directors,  partners,  agents,
employees, trustees, insurers and attorneys, past and present (hereinafter CompX
and all such entities and persons other than Employee are collectively  referred
to as the "Company").

                                    Recitals

     A. Employee is an at will employee of CompX.

     B. CompX has decided to terminate Employee's employment with CompX.

     C. CompX has agreed to give  consideration  to Employee in exchange for his
execution of the general release set forth herein, among other things.

     D. Such consideration is in addition to anything of value that Employee has
received or is entitled to receive as a result of his discharge.

     E. Employee has been given at least 21 days to consider this  Agreement and
has been  advised and  encouraged  by receipt of this writing to consult with an
attorney prior to executing this Agreement.

     F. This  Agreement  will not  become  effective  or  enforceable  until the
expiration of seven days following its execution and during such period Employee
may revoke the Agreement if he so desires.

                                    Agreement

     NOW,  THEREFORE,  IT IS AGREED, in consideration of the mutual undertakings
of the parties hereto, as follows:

     Section 1.  Recitals.  The foregoing  recitals are  expressly  incorporated
herein and made a part hereof.

     Section 2. Termination  Date.  Unless  terminated  earlier pursuant to this
Section,  Employee's  employment with CompX shall  terminate  effective July 31,
2002.  Either  party may  terminate  Employee's  employment  with  CompX at will
effective  prior to July 31, 2002 upon written notice to the other party of such
earlier termination date. In either event, the effective date of the termination
of Employee's  employment  with CompX shall be referred to in this  Agreement as
the "Termination Date."

     Section  3.  Amount  of   Consideration.   Upon  satisfying  the  following
conditions:

     (i) Employee executes this Agreement;

     (ii) Employee  executes the NOTICE OF RIGHTS and  ACKNOWLEDGMENT OF RECEIPT
substantially in the form attached to this Agreement;

     (iii) Employee  executes the REAFFIRMATION OF AGREEMENT AND GENERAL RELEASE
substantially in the form attached to this Agreement (the "Reaffirmation"); and

     (iv) Employee executes a written  resignation letter addressed to the board
of directors  of CompX  stating  that he resigns all  director,  officer and all
other elected or appointed positions of CompX and its subsidiaries  effective as
of the Termination Date;

CompX shall pay Employee, on the later of the satisfaction of such conditions or
within three  business  days after the  Termination  Date,  the total sum of ONE
HUNDRED TWENTY SIX THOUSAND ONE HUNDRED TEN AND 82/100THS DOLLARS ($126,110.82),
less  applicable  withholding  taxes (the  "Severance  Pay").  The Severance Pay
includes any amount owed to Employee for accrued vacation time.

     Section 4. COBRA  Benefits.  If Employee and Employee's  dependents wish to
continue  health  benefits,  Employer  agrees to pay on behalf of  Employee  the
actual  expense of Employee's  and his eligible  dependents'  benefits under the
Consolidated  Omnibus Budget  Reconciliation  Act of 1985, as amended ("COBRA"),
for the period from the  Termination  Date  through  January 31,  2003,  or such
shorter period if Employee  becomes  ineligible for COBRA  benefits.  Employer's
payment of COBRA  expenses for Employee  and his eligible  dependents'  benefits
pursuant  to this  Section  shall NOT extend the period  that  Employee  and his
dependents are eligible for COBRA  benefits.  If Employee and his dependents are
eligible for COBRA  benefits  after January 31, 2003,  and they wish to continue
such  benefits,  Employee  must make the  payments for such  benefits  beginning
February  1, 2003.  Employee  and his  dependents  will not  receive any further
notice to make such payments beginning February 1, 2003.

     Section 5. 2002 Bonus and  Profit-Sharing;  Vacation Pay. Employee will not
receive any bonuses or profit-sharing benefits for 2002 from the Company.

     Section  6.  General  Release.  Employee  agrees to the  following  General
Release (the "General Release"):

          FOR VALUE  RECEIVED,  the adequacy and  sufficiency of which is hereby
     acknowledged,  Employee,  on behalf of himself  and his  heirs,  executors,
     attorneys, administrators,  successors and assigns (hereinafter referred to
     as "Releaser") hereby fully and forever releases and discharges the Company
     from any and all claims, demands, liens, agreements,  contracts, covenants,
     actions, suits, causes of action, obligations, controversies, debts, costs,
     expenses  (including  but not  limited to  attorneys'  fees and  expenses),
     damages,  judgments,  orders and liabilities of whatever kind or nature, in
     law or equity,  by  statute or  otherwise,  whether  now known or  unknown,
     vested  or  contingent,  suspected  or  unsuspected,  and  whether  or  not
     concealed  or hidden,  that have  existed or may have  existed,  or that do
     exist,  including  all  claims  arising  in  any  manner  relating  to  his
     employment or the  termination  of his  employment  with the Company.  This
     General  Release shall include,  without in any way limiting the generality
     of the foregoing language, any and all claims of employment  discrimination
     under the United  States  Constitution,  the  Constitution  of the state of
     Texas,  the Age  Discrimination  in Employment  Act, Title VII of the Civil
     Rights Act of 1964,  as amended,  the Civil  Rights Act of 1991,  42 U.S.C.
     1981, the Americans with  Disabilities  Act, the Fair Labor  Standards Act,
     the Equal Pay Act, the Worker  Adjustment and Retraining  Notification Act,
     the Employee  Retirement  Income Security Act, the Family and Medical Leave
     Act,  the Texas  Commission  on Human  Rights  Act,  any  other  statutory,
     regulatory and common law  requirements of the state of Texas, or under any
     other  applicable  federal,  state  or  local  laws,  ordinances  or  legal
     restrictions on the Company's rights.

          Unless  otherwise  provided  in this  Agreement,  payment  under  this
     Agreement  shall not alter or change the rights  that the  Employee  has to
     benefits  accrued as of his termination  date under the CompX  Contributory
     Retirement Plan, the CompX Capital  Accumulation  Pension Plan or the CompX
     International  Inc.  1997  Long-Term  Incentive  Plan  or  pursuant  to any
     agreement of limited liability or any indemnification available to Releaser
     as a director or officer of CompX or any of its  subsidiaries,  whether set
     forth in such applicable  entity's  certificate of  incorporation,  bylaws,
     resolutions  of the  board of  directors  or  otherwise.  Unless  otherwise
     provided  in this  Agreement,  Employee's  rights  under  these plans shall
     continue  to be  controlled  by  the  respective  plan  documents  and  the
     consideration   paid  under  this  Agreement   shall  not  be  included  as
     compensation  for benefit  purposes  under  these  plans.  Also,  except as
     otherwise  provided in this  Agreement,  this Agreement shall not increase,
     decrease or otherwise  affect  Releaser's  right to medical coverage during
     his term of employment or thereafter at Releaser's expense under COBRA.

          It is the intention of Releaser in executing this General Release that
     it shall be effective as a bar to each and every claim, demand and cause of
     action of whatever kind or character  whether or not hereinabove  mentioned
     or implied;  and the Releaser hereby  knowingly and voluntarily  waives any
     and all rights and  benefits  arising  through the date of this  Agreement.
     Releaser  expressly  consents that this General Release shall be given full
     force  and  effect  according  to each  and all of its  express  terms  and
     provisions,  including  those relating to unknown and  unsuspected  claims,
     demands,  charges and causes of action  (notwithstanding  any state statute
     that expressly  limits the  effectiveness  of a general release of unknown,
     unsuspected and unanticipated claims), if any, as well as those relating to
     any other  claims,  demands and causes of action  hereinabove  mentioned or
     implied.  Releaser acknowledges and agrees that this waiver is an essential
     and  material  term of this  General  Release and without  such waiver this
     Agreement would not have been entered into.

          Releaser  understands  and  agrees  that this  General  Release is not
     intended to be and shall not be deemed, construed or treated in any respect
     as an admission of liability by any person or entity for any purpose.

          Releaser  further  acknowledges  that he has entered into this General
     Release  freely  and  without  coercion,  that  he  has  been  advised  and
     encouraged in writing to consult with counsel and has been offered a period
     of time of at least 21 days to consider the terms of this General  Release.
     Releaser  understands  that he has seven  days  from the date this  General
     Release is executed to revoke this  Agreement  and until the  expiration of
     this  seven-day  period  the  General  Release  shall not be  effective  or
     enforceable.

     Section 4. Contest, Grievance,  Earlier Termination and Liquidated Damages.
In the event Employee (i) contests the effectiveness of the General Release in a
proceeding  before a court of law, (ii) pursues a claim or grievance  arising on
or  before  the  effectiveness  of  this  Agreement  against  the  Company  in a
proceeding before a court of law or (iii) pursues a damage award arising against
the  Company  before an  administrative  official  or  agency  of an  applicable
governmental  authority,  ten days prior to instituting  any such  proceeding or
claim  Employee  shall pay CompX a lump sum as  liquidated  damages equal to the
Severance Pay plus lawful interest from the date Employer paid the Severance Pay
to  Employee  at the  lesser of 10% per annum or the  maximum  lawful  rate (the
"Liquidated Damages").  If Employee fails to comply with this Section,  Employee
agrees that CompX may seek  injunctive  relief for the specific  performance  of
this Section and, in the event that specific  performance  is not obtained,  any
damages that Employee may be entitled to as a result of such proceeding shall be
reduced by the amount of the Liquidated Damages. The General Release provided in
Section 6 shall remain  effective  against Employee whether or not Employee pays
the Liquidated Damages to CompX.

     Section 8. Return of Company Property.  On the Termination  Date,  Employee
agrees to return and leave in the custody of CompX all the  Company's  documents
and property except (i) for routine expense reports needed for income tax return
preparation,  insurance policies, claim forms and the like and (ii) with respect
to CompX equipment (such as computers, cellular phones, pagers, personal digital
assistants  and the like) in Employee's  possession  that Employee would like to
keep,  Employee  agrees to  reimburse  CompX for the  agreed  upon value of such
equipment within two business days after the Termination Date. If Employee fails
to pay CompX for any such  equipment  that he decides to keep,  CompX may deduct
the fair value of such equipment from the Severance Pay.

     Section 9. Cooperation in Legal Matters.  Employee acknowledges that in the
course of his  employment  with CompX,  he has gained  knowledge and  experience
and/or was a witness to events and circumstances that may arise in the Company's
defense or prosecution of subsequent  proceedings.  Employee agrees to cooperate
fully  and  truthfully  with  the  Company  and to  appear  upon  the  Company's
reasonable  request and expense as a witness  and/or  consultant in defending or
prosecuting  claims of all kinds,  including but not limited to any  litigation,
administrative actions or arbitrations.

     Section 10.  Attorney  Fees for  Successful  Party.  The parties agree that
should  one  party sue the other  party  for a breach of any  provision  of this
Agreement,  the  prevailing  party shall be  entitled to recover its  reasonable
attorney's  fees and costs of court if it is  successful  in  obtaining  a final
judgment against the other party. The parties hereby agree that each party shall
have the right to sue for specific performance of this Agreement and declaratory
and injunctive relief.

     Section 11. Binding Effect.  This Agreement shall be binding upon and inure
to the  benefit  of  each  of the  parties  hereto  and  the  heirs,  executors,
administrators, successors and assigns of each of the parties, as applicable.

     Section 12. Nondisclosure.  Employee shall refrain from all conduct, verbal
or otherwise,  that would damage the Company's reputation,  goodwill or standing
in the community or among its employees. Employee further agrees not to disclose
any privileged or proprietary  information  concerning the Company's operations,
except as may be required by  governmental  or  judicial  authorities.  Under no
circumstances is Employee  allowed to utilize  information from Company files or
electronic equipment to disclose, or allow to be obtained or disclosed,  through
the  use  of  agents  or  any  third  party  information  in  oral,  written  or
computerized data form, about such things as payroll information of any type, or
the  names,  addresses  or  telephone  numbers  of  Company  personnel,  or  any
non-public financial information about the Company, except as may be required by
governmental or judicial  authorities.  Employee  further agrees not to disclose
any  information  relating to the terms or  existence  of this  Agreement to any
other person or  organization,  including  but not limited to past,  present and
future  employees of the Company,  except as may be required by  governmental or
judicial  authorities.  Employee's  breach  of this  Section  will be  deemed  a
material breach of this Agreement.

     Section  13.  No  Other  Agreement.  This  Agreement  contains  the  entire
agreement  between the parties with respect to the subject matter hereof and the
parties acknowledge that there are no warranties, promises or representations of
any kind,  express or implied,  upon which the  parties  have relied in entering
into this Agreement.  The terms and conditions of this Agreement are contractual
and not a mere recital.  No part of this  Agreement  may be changed  except in a
writing executed by both parties.

     Section  14.  Governing  Law.  This  Agreement  shall  be  governed  by and
construed  in  accordance  with the laws of the state of Texas,  without  giving
effect to any choice of law or conflict of law provision or rule (whether of the
state of Texas or any other  jurisdiction)  that would cause the  application of
the laws of any jurisdiction  other than the state of Texas.  Whenever possible,
each provision of this Agreement  shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall  be held  to be  prohibited  by or  invalid  under  applicable  law,  such
provision  shall  be  ineffective  only to the  extent  of such  prohibition  or
invalidity,  without  invalidating  or  affecting in any manner  whatsoever  the
remainder of such provision or the remaining provisions.

     Section 15. Notice and Tenders. Any notice,  request or other communication
hereunder  to a party shall be in writing  and all notices and tenders  shall be
delivered or sent by postage  prepaid  first class mail or overnight  courier to
the  address of the party  appearing  beneath  such  party's  signature  to this
Agreement  or such  other  address  as such  party may  notify  the other  party
pursuant to this Section.

     Section 16.  Counterparts.  This Agreement may be executed in any number of
counterparts.


<PAGE>


     IN WITNESS  WHEREOF,  the parties have executed this  Agreement and General
Release effective as of the date of the last signature affixed below.

                          READ CAREFULLY BEFORE SIGNING

     I have read this Agreement and General Release and have had the opportunity
to consult  legal  counsel  prior to my signing of this  Agreement  and  General
Release.  I understand  that by executing this  Agreement and General  Release I
will relinquish any right or demand I may have against the Company.

Date:  July 16, 2002




                                   /s/ Stuart M. Bitting
                                   ---------------------------------------
                                   Stuart M. Bitting

                                   Address:   500 Carter Drive
                                              Coppell, Texas   75019

                                   Telephone No.:  972.393.8153

                                   Social Security No.:  XXX-XX-XXXX

Date:  July 16, 2002               COMPX INTERNATIONAL INC.



                                      /s/ Glenn R. Simmons
                                   By:----------------------------------------
                                      Glenn R. Simmons, Chairman of the Board

                                   Address:   Three Lincoln Centre
                                              5430 LBJ Freeway, Suite 1700
                                              Dallas, Texas   75240-2697

                                   Telephone No.:  972.448.1400


<PAGE>


                                NOTICE OF RIGHTS


     Attached  hereto you will find a proposed  AGREEMENT  AND  GENERAL  RELEASE
("Agreement")  with respect to your termination from employment.  It is required
by law that you be given at least  twenty-one (21) days from the date of receipt
of the proposed  Agreement within which to consider its terms. It is recommended
that you consult  with an attorney  regarding  your legal rights with respect to
the Agreement during this 21-day period.

                            ACKNOWLEDGMENT OF RECEIPT

     I  acknowledge  that  I  received  a copy  of  CompX  International  Inc.'s
AGREEMENT AND GENERAL RELEASE by 10:00 a.m. (Dallas, Texas time) the 16th day of
July, 2002.




                                   /s/Stuart M. Bitting
                                   ------------------------------------------
                                   Stuart M. Bitting


<PAGE>


                 REAFFIRMATION OF AGREEMENT AND GENERAL RELEASE
          [to be signed at the conclusion of the 7 day waiting period]


     I, Stuart M. Bitting,  acknowledge  that I signed the AGREEMENT AND GENERAL
RELEASE  ("Agreement")  with CompX  International Inc. and that during the seven
(7) day period  immediately  following my execution of the Agreement,  I had the
right to revoke the Agreement at any time. By executing  the  Agreement,  I also
understand that I agreed that I would receive no benefits  thereunder unless and
until I executed this Reaffirmation.

     By executing  this  Reaffirmation,  I now affirm and attest that I (a) have
not heretofore,  or contemporaneously  with the execution of this Reaffirmation,
revoked,  or  attempted  to  revoke  the  Agreement,  either  by notice to CompX
International  Inc., or otherwise,  and (b) am now, by virtue of my execution of
this  Reaffirmation,  on or after  seven  (7) days  after the  execution  of the
Agreement, fully bound by all of the terms and conditions of the Agreement.

     EXECUTED in Dallas, Texas on July 23, 2002.




                                   /s/Stuart M. Bitting
                                   ------------------------------------------
                                   Stuart M. Bitting


THE STATE OF TEXAS

COUNTY OF Dallas

     BEFORE  ME,  the  undersigned,  a Notary  Public,  on this  day  personally
appeared  Stuart  M.  Bitting,  known  to me to be  the  person  whose  name  is
subscribed to the foregoing  instrument and  acknowledged to me that he executed
the same for the purposes and consideration therein expressed.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this 24th day of July, 2002.


[SEAL]


                                     /s/Linda Roberts
                                     -----------------------------------------
                                     Notary Public, State of Texas