STOCK PURCHASE AGREEMENT

         This Stock  Purchase  Agreement (the  "Agreement")  is made and entered
into as of the 24th day of September,  2004,  between Valhi, Inc.  ("Valhi") and
Valcor, Inc.  ("Valcor"),  each a Delaware  corporation (Valhi and Valcor each a
"Seller" and collectively the "Sellers"), and NL Industries,  Inc., a New Jersey
corporation ("Purchaser").

                                    Recitals

         A. Valcor  wishes to sell  10,000,000  shares (the "Valcor  Shares") of
Class B common stock,  $0.01 par value per share,  of CompX  International  Inc.
("CompX"), a Delaware corporation,

         B. Valhi wishes to sell 374,000 shares (the "Valhi  Shares") of Class A
common stock, $0.01 par value per share, of CompX, and

         C. Purchaser  wishes to purchase the Valcor Shares and the Valhi Shares
(collectively,  the  "Shares"),  on the terms and subject to the  conditions set
forth in this Agreement (the "Transaction").

                                    Agreement

         The parties agree as follows:

                                   ARTICLE I.
                                 THE TRANSACTION

         Section  1.1  Purchase  and  Sale of  Shares.  Against  payment  of the
purchase  price  therefor as specified in Section 1.2,  each of Valcor and Valhi
hereby sells, transfers, assigns and delivers to Purchaser the Valcor Shares and
the Valhi  Shares,  respectively,  and delivers  certificates  representing  the
Valcor Shares and the Valhi Shares,  respectively,  accompanied  by stock powers
duly endorsed in blank.

Section 1.2 Purchase Price and Payment. Purchaser hereby purchases all of the
Shares for a purchase price of $16.25 per Share, payment for which is hereby
made by means of two promissory notes that the Purchaser has caused Kronos
Worldwide, Inc., an affiliate of the Purchaser ("Kronos Worldwide"), to execute
as maker in the original principal amounts of $6,077,500 and $162,500,000 and
payable to Valhi and Valcor, respectively (the "Notes"). The Notes have
substantially identical terms as that certain Promissory Note dated December 8,
2003 in the original principal amount of $200 million executed by Kronos
Worldwide as maker and payable to Purchaser, which original promissory note has
been divided in substitution and replacement pursuant to Purchaser's
instructions in order to create the Notes.

                                  ARTICLE II.
                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         Each Seller  hereby  jointly and severally  represents  and warrants to
Purchaser as of the date hereof as follows:

         Section 2.1 Organization  and Standing of CompX and the Sellers.  CompX
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware  with full  corporate  power and authority to own,
lease,  use and operate its  properties and to conduct its business as and where
now owned, leased, used, operated and conducted. Each of CompX's subsidiaries is
an organization duly organized, validly existing, and in good standing under the
laws of its  jurisdiction of organization  with full power and authority to own,
lease,  use and operate its  properties and to conduct its business as and where
now  owned,  leased,  used,  operated  and  conducted.  Each  of  CompX  and its
subsidiaries  is duly  qualified to do business and is in good  standing in each
jurisdiction in which the nature of the business conducted by it or the property
it owns, leases or operates requires it to so qualify,  except where the failure
to be so qualified  or in good  standing in such  jurisdiction  would not have a
Material  Adverse  Effect (as defined in Section  2.22 below) on CompX.  Neither
CompX nor any of its subsidiaries is in default in the  performance,  observance
or fulfillment of any provision of its certificate of  incorporation  or bylaws.
CompX has elected not to be  governed  by Section  203 of the  Delaware  General
Corporation  Law.  Each  of the  Sellers  is a  corporation  organized,  validly
existing and in good standing under the laws of the State of Delaware.

         Section  2.2  Subsidiaries  of  CompX.   Except  for  the  subsidiaries
described in Exhibit 21.1 to CompX's  Annual  Report on Form 10-K for the fiscal
year ended December 31, 2003 filed with the  Securities and Exchange  Commission
or as set forth in Section 2.2 to the  disclosure  schedules  to this  Agreement
(the "CompX Disclosure  Schedule"),  CompX does not own, directly or indirectly,
any equity or other ownership  interest in any corporation,  partnership,  joint
venture or other entity or enterprise. CompX is not subject to any obligation or
requirement  to provide funds to or make any  investment (in the form of a loan,
capital contribution or otherwise) in any such entity or any other person. CompX
owns,  directly or indirectly,  each of the outstanding  shares of capital stock
(or other  ownership  interests  having by their terms ordinary  voting power to
elect a majority  of  directors  or others  performing  similar  functions  with
respect to such subsidiary) of each of its subsidiaries.  Except as set forth in
Section 2.2 to the CompX Disclosure Schedule,  each of the outstanding shares of
capital  stock  of each of  CompX's  subsidiaries  is duly  authorized,  validly
issued, fully paid and nonassessable,  and is owned, directly or indirectly,  by
CompX free and clear of all liens, pledges, security interests,  claims or other
encumbrances.  There are no outstanding subscriptions,  options, warrants, puts,
calls, agreements,  understandings, claims or other commitments or rights of any
type  relating to the  issuance,  sale or transfer of any  securities  of any of
CompX's  subsidiaries,  nor  are  there  outstanding  any  securities  that  are
convertible  into or  exchangeable  for any  shares of  capital  stock of any of
CompX's  subsidiaries,  and neither  CompX nor any of its  subsidiaries  has any
obligation  of any  kind to issue  any  additional  securities  or to pay for or
repurchase  any  securities of any of CompX's  subsidiaries  or any  predecessor
thereof.

         Section 2.3  Corporate  Power and  Authority  of  Sellers.  Each of the
Sellers has all  requisite  corporate  power and  authority,  without  having to
obtain the consent or approval  of any other  person,  to enter into and deliver
this  Agreement,  to  perform  its  obligations  under  this  Agreement  and  to
consummate the Transaction. The execution and delivery of this Agreement by each
of the Sellers have been duly  authorized by all necessary  corporate  action on
the part of each of the  Sellers.  This  Agreement  has been duly  executed  and
delivered by each of the Sellers,  and constitutes the legal,  valid and binding
obligation of each of the Sellers  enforceable against it in accordance with the
terms of this Agreement.

         Section 2.4  Capitalization of CompX. As of September 22, 2004, CompX's
authorized  capital stock consisted solely of: (a) 20,000,000  shares of Class A
common stock,  par value $0.01 per share ("Class A Common Stock"),  of which (i)
5,169,780  shares  were issued and  outstanding,  (ii) no shares were issued and
held in treasury  (which does not include the shares  reserved  for issuance set
forth in clause  (iii)  below),  and (iii)  570,500  shares  were  reserved  for
issuance upon the exercise of outstanding  options to purchase shares of Class A
Common Stock ("Class A Options"); (b) 10,000,000 shares of Class B common stock,
par value $0.01 per share ("Class B Common Stock" and, together with the Class A
Common Stock,  the "Common Stock"),  of which (i) 10,000,000  shares were issued
and outstanding, (ii) no shares were issued and held in treasury (which does not
include the shares  reserved for issuance set forth in clause (iii) below),  and
(iii) no shares were  reserved  for issuance  upon the  exercise of  outstanding
options to purchase  shares of Class B Common Stock (the "Class B Options"  and,
together  with the Class A  Options,  the  "Options");  and (c) 1,000  shares of
preferred stock, par value $0.01 per share ("Preferred  Stock"), of which (i) no
shares  were  issued and  outstanding,  (ii) no shares  were  issued and held in
treasury and (iii) no shares were  reserved  for  issuance  upon the exercise of
outstanding  options to purchase  shares of Preferred  Stock. No other shares of
capital  stock or other  securities  of CompX are  outstanding.  None of CompX's
subsidiaries  owns any capital stock of CompX.  Each outstanding  share of CompX
capital  stock  is  duly   authorized  and  validly   issued,   fully  paid  and
nonassessable, and has not been issued in violation of any preemptive or similar
rights.  Other than as set forth in the first sentence of this Section 2.4 or in
Section  2.4  to  the  CompX  Disclosure  Schedule,  there  are  no  outstanding
subscriptions,  options,  warrants,  puts,  calls,  agreements,  understandings,
claims or other  commitments  or rights of any type  relating  to the  issuance,
sale,  repurchase  or  transfer  of any  securities  of  CompX,  nor  are  there
outstanding  any securities that are  convertible  into or exchangeable  for any
shares of CompX capital stock, and neither CompX nor any of its subsidiaries has
any obligation of any kind to issue any  additional  securities or to pay for or
repurchase any securities of CompX or any predecessor.  The issuance and sale of
all of the shares of capital  stock  described  in this Section 2.4 have been in
compliance with United States federal and state securities laws.  Section 2.4 to
the CompX Disclosure  Schedule accurately sets forth the names of all holders of
CompX capital stock  subject to transfer  restrictions,  including the number of
shares of each class of CompX  capital stock held by that holder and the vesting
schedule with respect to the CompX capital  stock.  Neither CompX nor any of its
subsidiaries  has agreed to register any securities  under the Securities Act of
1933,  as  amended  (together  with the rules and  regulations  thereunder,  the
"Securities  Act"),  or under any state  securities law or granted  registration
rights to any  individual  or entity;  complete  and correct  copies of any such
agreements have previously been provided to Purchaser.  There are no outstanding
shares of restricted stock of CompX.

         Section 2.5 Conflicts;  Consents and  Approvals.  Neither the execution
and  delivery  of this  Agreement  by the Sellers  nor the  consummation  of the
transactions contemplated by this Agreement will:

                  (a) conflict  with, or result in a breach of any provision of,
         the  certificate of  incorporation  or bylaws of CompX or either of the
         Sellers;

                  (b) violate,  or conflict  with,  or result in a breach of any
         provision  of, or  constitute  a default  (or an event  that,  with the
         giving of notice, the passage of time or otherwise,  would constitute a
         default) under,  or entitle any person (with the giving of notice,  the
         passage of time or otherwise) to terminate,  accelerate, modify or call
         a  default  under,  or  result in the  creation  of any lien,  security
         interest,  charge or encumbrance upon any of the material properties or
         assets of CompX or either of the  Sellers or any of their  subsidiaries
         under, any of the terms, conditions or provisions of any material note,
         bond,  mortgage,   indenture,   deed  of  trust,   license,   contract,
         undertaking,  agreement,  lease or other  instrument  or  obligation to
         which CompX or the Sellers or any of their subsidiaries is a party;

                  (c) violate any order, writ, injunction, decree, statute, rule
         or  regulation  applicable  to  CompX  or the  Sellers  or any of their
         subsidiaries or any of their respective properties or assets; or

                  (d) require  any action or consent or  approval  of, or review
         by, or  registration  or filing by CompX or the Sellers or any of their
         affiliates  with,  any third party or any local,  domestic,  foreign or
         multinational  court,  arbitral  tribunal,   administrative  agency  or
         commission   or  other   governmental   or  regulatory   body,   agency
         instrumental ability or authority ("Governmental Authority"); except in
         the case of Sections  2.5(c) and 2.5(d) for any of the  foregoing  that
         would not,  individually  or in the  aggregate,  have or  reasonably be
         expected  to have a  Material  Adverse  Effect  on CompX or a  material
         adverse  effect on the ability of the parties  hereto to consummate the
         transactions contemplated by this Agreement.

         Section 2.6 Brokerage and Finders' Fees; Expenses. None of the Sellers,
CompX or any stockholder,  director,  officer, employee or affiliate thereof has
incurred or will incur on behalf of CompX or its  subsidiaries,  any  brokerage,
finders', advisory or similar fee in connection with the Transaction.

         Section 2.7 CompX SEC Documents;  Securities Law Matters. CompX and its
subsidiaries have timely filed with the Securities and Exchange  Commission (the
"Commission")  all forms,  reports,  schedules,  statements and other  documents
required to be filed by them since January 1, 2001 under the Securities Exchange
Act of  1934,  as  amended  (the  "Exchange  Act"),  or the  Securities  Act (as
supplemented and amended since the time of filing, collectively,  the "CompX SEC
Documents").  The CompX SEC  Documents,  including any  financial  statements or
schedules  included in the CompX SEC  Documents,  at the time filed (and, in the
case  of  registration  statements  and  proxy  statements,   on  the  dates  of
effectiveness  and the dates of mailing,  respectively,  and, in the case of any
CompX SEC Document  amended or  superseded by a filing prior to the date of this
Agreement,  then on the date of such amending or superseding filing) (a) did not
contain any untrue statement of a material fact or omit to state a material fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and (b)  complied  in all  material  respects  with the  applicable
requirements of the Exchange Act and the Securities Act, as the case may be. The
financial  statements  of CompX and its  subsidiaries  included in the CompX SEC
Documents at the time filed (and,  in the case of  registration  statements  and
proxy  statements,  on the  dates of  effectiveness  and the  dates of  mailing,
respectively,  and, in the case of any CompX SEC Document  amended or superseded
by a  filing  prior  to the  date of this  Agreement,  then on the  date of such
amending or  superseding  filing)  complied as to form in all material  respects
with  applicable  accounting  requirements  and with  the  published  rules  and
regulations of the Commission with respect thereto,  were prepared in accordance
with United States generally accepted accounting  principles ("GAAP") applied on
a consistent  basis during the periods  involved  (except as may be indicated in
the notes thereto, or, in the case of unaudited statements, as permitted by Form
10-Q of the Commission),  and fairly present (subject,  in the case of unaudited
statements,  to normal,  recurring audit adjustments) the consolidated financial
position of CompX and its consolidated  subsidiaries as at the dates thereof and
the consolidated results of their operations and cash flows for the periods then
ended.  None of  CompX's  subsidiaries  is  subject  to the  periodic  reporting
requirements  of the Exchange Act or required to file any form,  report or other
document  with the  Commission,  any  stock  exchange  or any  other  comparable
Governmental Authority.

         With  respect  to each  Annual  Report on Form 10-K and each  Quarterly
Report on Form 10-Q included in the CompX SEC  Documents  filed since January 1,
2001, the financial statements and other financial  information included in such
reports  fairly  present in all material  respects the  financial  condition and
results of  operations  of CompX as of, and for,  the periods  presented  in the
CompX SEC  Documents.  CompX's  principal  executive  officer and its  principal
financial  officer have disclosed to CompX's auditors and the audit committee of
the  board  of  directors,  based  on  their  most  recent  evaluation,  (i) all
significant  deficiencies  in the design or operation of internal  controls that
could adversely affect CompX's ability to record, process,  summarize and report
financial data and have identified for CompX's auditors any material  weaknesses
in internal controls and (ii) any fraud, whether or not material,  that involves
management or other  employees who have a significant  role in CompX's  internal
controls. CompX has established and maintains disclosure controls and procedures
(as such term is defined in Rule 13a-14 under the Exchange Act); such disclosure
controls  and  procedures  are  designed  to ensure  that  material  information
relating to CompX,  including its  consolidated  subsidiaries,  is made known to
CompX's  principal  executive  officer and its  principal  financial  officer by
others  within  those  entities,  particularly  during the  periods in which the
periodic reports required under the Exchange Act are being prepared; and, to the
best  knowledge  of the Sellers  (as  described  in Section  2.23  below),  such
disclosure  controls and  procedures  are effective in timely  alerting  CompX's
principal  executive  officer and its  principal  financial  officer to material
information  required to be included in CompX's  periodic reports required under
the Exchange  Act.  There are no  outstanding  loans made by CompX or any of its
subsidiaries  to any  executive  officer  (as  defined  in Rule  3b-7  under the
Exchange Act) or director of CompX.  Since the  enactment of the  Sarbanes-Oxley
Act of 2002, neither CompX nor any of its subsidiaries has made any loans to any
executive officer or director of CompX or any of its subsidiaries.

         Section 2.8 Compliance  with Law.  Except as disclosed in the CompX SEC
Documents,  CompX and its subsidiaries are in compliance, and at all times since
January 1, 2001 have been in compliance, in each case, in all material respects,
with all applicable laws,  statutes,  orders,  rules,  regulations,  policies or
guidelines  promulgated,  or  judgments,  decisions  or orders  entered  by, any
Governmental   Authority   ("Applicable   Laws")   relating  to  CompX  and  its
subsidiaries or their business or properties,  except where  noncompliance  with
Applicable  Laws would not be  reasonably  expected  to have a Material  Adverse
Effect on CompX.

         Except as disclosed in the CompX SEC  Documents,  no  investigation  or
review  by any  Governmental  Authority  with  respect  to  CompX  or any of its
subsidiaries is pending,  or, to the best knowledge of the Sellers,  threatened,
nor has any Governmental  Authority indicated in writing an intention to conduct
such an investigation or review,  except where any investigation or review would
not be reasonably expected to have a Material Adverse Effect on CompX.

         To the best knowledge of the Sellers, neither CompX, nor any of CompX's
respective  officers,   directors,   stockholders,   employees,   agents  and/or
representatives has directly or indirectly (i) offered or paid any remuneration,
in cash or in kind,  to or made any  financial  arrangements  with,  any past or
present customers, past or present suppliers,  contractors or third party payors
in order to obtain business or payments from such persons,  (ii) given or agreed
to give or is aware that there has been made that or there is any  agreement  to
make any material gift or gratuitous  payment of any kind nature or  description
to any customer or potential customer supplier or potential supplier, contractor
or third  party  payor or any other  person,  (iii) made or agreed to make or is
aware that that there has been made or that there is any agreement to make,  any
material  contribution,  payment  or gift of  funds  or  property  to or for the
private use of any  governmental  official,  employee or agent where  either the
contribution,  payment or gift is illegal under  applicable laws or regulations,
(iv) made,  or agreed to make or is aware that there has been made or that there
is any  agreement to make any material  payment to any person with the intention
or  understanding  that any part of such  payment  would be used for any purpose
other than that described in the document  supporting  such payment,  and/or (v)
conducted  business other than in compliance  with all applicable  anti-kickback
laws and  regulations,  including  but not limited to 42 U.S.C.  1320 a-7b(b) as
amended or any applicable state  anti-kickback or other similar state or federal
laws.

         Section 2.9 Litigation.  Products Liability. Except as set forth in the
CompX SEC  Documents,  there is no suit,  claim,  action,  proceeding,  hearing,
notice of violation,  demand letter or investigation (an "Action") pending,  or,
to the best  knowledge of the Sellers,  threatened,  against CompX or any of its
subsidiaries  or any  executive  officer  or  director  of  CompX  or any of its
subsidiaries that would reasonably be expected to have a Material Adverse Effect
on  CompX  or a  material  adverse  effect  on the  ability  of the  Sellers  to
consummate the Transaction. Neither CompX nor any of its subsidiaries is subject
to any outstanding  order, writ,  injunction or decree that,  individually or in
the  aggregate,  insofar  as can be  reasonably  foreseen,  would be  reasonably
expected to have a Material Adverse Effect on CompX or a material adverse effect
on the ability of the Sellers to consummate  the  Transaction.  Since January 1,
2001,  neither  CompX  nor any of its  subsidiaries  have  been  subject  to any
outstanding order, writ,  injunction or decree relating to CompX's or any of its
subsidiaries'  method of doing business or its or their  relationship with past,
existing or future users or  purchasers of any goods or services of CompX or any
of its subsidiaries,  except in all cases where such order, writ,  injunction or
decree would not  reasonably  be expected to have a Material  Adverse  Effect on
CompX.  There is no Action presently  pending,  or, to the best knowledge of the
Sellers,  threatened,  against CompX  relating to any alleged  hazard or alleged
defect in design, manufacture,  materials or workmanship,  including any failure
to warn or alleged  breach of express or  implied  warranty  or  representation,
relating to any  product  manufactured,  distributed  or sold by or on behalf of
CompX or any of its subsidiaries, except in all cases where the Action would not
reasonably be expected to have a Material Adverse Effect on CompX. Neither CompX
nor any of its subsidiaries has extended to its customers any written nonuniform
product warranties,  indemnifications  or guarantees,  except in all cases where
such warranty, indemnification or guarantee is not reasonably expected to have a
Material Adverse Effect on CompX.

         Section 2.10 No Material Adverse Change. Except as set forth in Section
2.10 to the CompX Disclosure  Schedule,  since December 31, 2003, there has been
no material  adverse  change in the assets,  liabilities,  business,  results of
operations or financial condition of CompX and its subsidiaries taken as a whole
or any event,  occurrence or  development  that would  reasonably be expected to
have a  Material  Adverse  Effect on CompX or a material  adverse  effect on the
ability of the Sellers to consummate the Transaction.

         Section 2.11 Taxes.

                  (a) Each of CompX,  its  subsidiaries,  and any Company  Group
         (defined  below) has (i) timely  filed all  federal,  state,  local and
         foreign tax  returns,  declarations,  statements,  reports,  schedules,
         forms and information  returns ("Tax  Returns")  required by applicable
         law to be  filed  by any of them  prior  to or as of the  date  hereof,
         except where the failure to so file would not be reasonably expected to
         have a Material  Adverse  Effect on CompX,  and (ii) withheld all Taxes
         (defined  below)  required to be withheld by any of them,  and paid all
         Taxes  required to be paid by any of them,  except where the failure to
         so withhold or pay would not be reasonably  expected to have a Material
         Adverse Effect on CompX.  For purposes of this Agreement,  (x) "Company
         Group" means any group of corporations, of which CompX is or has been a
         member,  which  files or has  filed  consolidated  federal  income  tax
         returns or combined,  unitary,  or consolidated state tax returns,  and
         (y) "Taxes" shall include all federal, state, local and foreign income,
         withholding,  property,  sales,  excise  and other  taxes,  tariffs  or
         governmental charges of any nature whatsoever, together with penalties,
         interest or additions with respect thereto.

                  (b) The most recent  audited  financial  statements  for CompX
         reflect  an  adequate  reserve  for all Taxes  payable by CompX and its
         subsidiaries  for all taxable periods and portions  thereof through the
         date of such financial statements,  and, after such date, none of CompX
         or any of its  subsidiaries  has incurred any  material  liability  for
         Taxes other than in the ordinary course of business.

                  (c) There are no material  liens for Taxes with respect to any
         of the  properties of CompX or its  subsidiaries,  other than statutory
         liens for Taxes not yet due.

                  (d) (i) No Tax  Return  of  CompX,  its  subsidiaries,  or any
         Company  Group is under audit or  examination  by any taxing  authority
         that would be reasonably  expected to have a Material Adverse Effect on
         CompX,  (ii) no  deficiency  or  adjustment  for  any  Taxes  has  been
         threatened,   proposed,   asserted  or  assessed   against  CompX,  its
         subsidiaries, or any Company Group that would be reasonably expected to
         have a Material Adverse Effect on CompX,  (iii) no requests for waivers
         of the time to assess any Taxes are  pending or have been  agreed to by
         CompX,  its  subsidiaries,  or any Company Group, and (iv) the relevant
         statute of limitations  is closed with respect to the federal,  foreign
         and material  state and local Tax Returns of CompX,  its  subsidiaries,
         and any Company Group for all years through 2000.

                  (e) Neither CompX nor any of its subsidiaries is a party to or
         is bound by any tax sharing  agreement,  tax  indemnity  obligation  or
         similar agreement, arrangement or practice with respect to Taxes, other
         than the Tax Sharing  Agreement,  dated January 2, 1998,  among Valcor,
         CompX, and Valhi.

                  (f) Neither CompX nor any of its subsidiaries will be required
         to include in a taxable  period ending after the date of this Agreement
         any taxable  income  attributable  to income that accrued,  but was not
         recognized,  on or prior to the date of this Agreement,  as a result of
         an adjustment  under Section 481 of the Internal  Revenue Code of 1986,
         as amended, or any comparable provision of state, local, or foreign Tax
         law, or for any other reason.

         Section 2.12 Intellectual Property.  "Intellectual  Property" means the
collective  reference to, whether or not  registered,  United States and foreign
patents, patent application,  trademarks,  trademark applications,  trade names,
service marks, and the associated  goodwill,  technical knowledge and processes,
formal or informal licensing,  arrangements,  blueprints, internet domain names,
websites, technical specifications,  copyrights,  copyright applications,  trade
secrets,  designs,  rights in  designs,  know-how,  inventions  (whether  or not
patentable), and all embodiments of the foregoing and rights thereto.

                  (a) CompX owns or  possesses  licenses or other  rights to use
         all Intellectual  Property  necessary to the conduct of the business as
         currently conducted.

                  (b) To the Sellers' best  knowledge,  CompX has not interfered
         with,  infringed upon,  misappropriated or otherwise come into conflict
         with the Intellectual Property of any third party or committed any acts
         of unfair  competition  and no claims  have been  asserted by any third
         party  alleging  such  interference,  infringement,   misappropriation,
         conflict or act of unfair competition.

                  (c)  To  the  Sellers'  best  knowledge,  no  third  party  is
         infringing upon the  Intellectual  Property owned or used by CompX, and
         CompX has not notified any third party that it believes that such third
         party is interfering with,  infringing,  misappropriating  or otherwise
         acting in  conflict  with the  Intellectual  Property  owned or used by
         CompX, or engaging in any act of unfair  competition or has done any of
         the   foregoing,   except   for   such   infringements,   interference,
         misappropriation or other acts that would not be reasonably expected to
         have a Material Adverse Effect.

                  (d)  There  is  no  Intellectual  Property  developed  by  any
         shareholder, director, officer, consultant or employee of CompX that is
         used in CompX's  business and that has not been  transferred  to, or is
         not  owned  free and clear of any liens  by,  CompX  (except  for liens
         granted to third party institutional lenders).

                  (e)  CompX  has  taken   reasonable  and   practicable   steps
         (including,  without  limitation,  entering  into  confidentiality  and
         nondisclosure agreements with all officers,  directors and employees of
         and   consultants   to  CompX  with  access  to  or  knowledge  of  its
         Intellectual  Property) designed to safeguard and maintain the secrecy,
         confidentiality  and proprietary  nature of the  Intellectual  Property
         owned or used by CompX.

                  (f)  CompX has  taken  (or has  ensured  that the owner of its
         Intellectual   Property  has  taken)  all   necessary   action  in  all
         appropriate  jurisdictions to register and maintain the registration of
         all of its Intellectual  Property that may be registered,  except where
         the  failiure  to so act would  not be  reasonably  expected  to have a
         Material Adverse Effect.

         Section  2.13  Title to and  Condition  of  Properties.  CompX  and its
subsidiaries own or hold under valid leases all real property, plants, machinery
and  equipment  necessary  for the  conduct  of the  business  of CompX  and its
subsidiaries  as  presently  conducted,  except where the failure to own or hold
such property,  plants,  machinery and equipment would reasonably be expected to
have a Material  Adverse Effect on CompX. The buildings,  plants,  machinery and
equipment  necessary  for  the  conduct  of the  businesses  of  CompX  and  its
subsidiaries  as  presently  conducted  are  structurally  sound,  are  in  good
operating condition and repair, normal wear and tear excepted,  and are adequate
for the uses to which they are being put,  and none of such  buildings,  plants,
machinery  or  equipment  is in need  of  maintenance  or  repairs,  except  for
ordinary,  routine  maintenance  and repairs  that are not material in nature or
cost.

         Section 2.14 Employee  Benefit  Plans.  All employee  benefit plans (as
defined in the  Employee  Retirement  Income  Security  Act of 1974,  as amended
("ERISA")) and all other pension, profit sharing,  deferred compensation,  stock
option,  employee stock purchase,  insurance,  vacation,  sick leave,  and other
employee benefit plans or arrangements sponsored or maintained by CompX, or with
respect to which CompX has or may have any liability (all are referred to herein
as "Employee  Benefit  Plans"),  are and have been at all times fully funded and
are and have been at all times in compliance  in all material  respects with all
applicable provisions of ERISA and all other applicable laws.

         Section 2.15 Contracts. Except as disclosed in the CompX SEC Documents,
neither CompX nor any of its  subsidiaries  is a party to or otherwise  bound by
any written or oral  contracts,  agreements,  guarantees,  leases and  executory
commitments,  (each,  a  "Contract")  that  fall  within  any of  the  following
categories:  (a) Contracts not entered into in the ordinary course of CompX's or
any of its  subsidiaries  business other than those that are not material to the
business of CompX or any of its subsidiaries, (b) joint venture, partnership and
similar agreements, (c) Contracts that are service contracts or equipment leases
involving  payments by CompX and any of its subsidiaries,  in the aggregate,  of
more than $250,000 per year, (d) Contracts  containing  covenants  purporting to
limit  CompX's  or any of its  subsidiaries'  right  to  compete  in any line of
business,  sell,  supply  or  distribute  any  product,  in  each  case,  in any
geographic area or to hire any individual or group of individuals, (e) Contracts
that would have the effect of limiting  the freedom of  Purchaser  or any of its
subsidiaries  (other than CompX and any of its  subsidiaries)  to compete in any
line of business in any  geographic  area or to hire any  individual or group of
individuals, (f) Contracts that contain minimum purchase conditions in excess of
$250,000 or  requirements  or other terms that restrict or limit the  purchasing
relationships  of CompX or any of its affiliates,  or any customer,  licensee or
lessee thereof, (g) Contracts relating to any outstanding commitment for capital
expenditures  in excess of  $250,000,  (h)  Contracts  relating  to the lease or
sublease of or sale or purchase of real or personal  property not  cancelable by
CompX or any of its subsidiaries  (without premium or penalty) within one month,
(i) Contracts with any labor  organization or union, (j) indentures,  mortgages,
promissory  notes,  loan  agreements,  guarantees of borrowed money in excess of
$1,000,000, letters of credit or other agreements or instruments of CompX or any
of its  subsidiaries  or commitments for the borrowing or the lending of amounts
in excess of $1,000,000 by CompX or any of its subsidiaries or providing for the
creation of any charge,  security interest,  encumbrance or lien upon any of the
assets  of CompX or any of its  subsidiaries,  (k)  Contracts  involving  annual
revenues to the businesses of CompX and any of its  subsidiaries in excess of 5%
of CompX's  2003 annual  revenues,  (l)  Contracts  providing  for  "earn-outs,"
"savings guarantees,"  "performance guarantees," or other contingent payments by
CompX or any of its subsidiaries involving more than $1,000,000 over the term of
the  Contract  and  (m)  Contracts  with or for the  benefit  of any of  CompX's
affiliates or immediate family member thereof (other than CompX's  subsidiaries)
involving  more than  $60,000 in the  aggregate  per  affiliate.  All  Contracts
disclosed in the CompX SEC Documents are valid and binding  obligations of CompX
or of its subsidiary,  and, to the best knowledge of the Sellers,  the valid and
binding  obligation of each other party thereto,  except such Contracts that, if
not so valid and  binding,  would  not,  individually  or in the  aggregate,  be
reasonably  expected to have a Material Adverse Effect on CompX.  None of CompX,
any of its subsidiaries,  and, to the best knowledge of the Sellers or any other
party  thereto,  is in  violation  of or in default in respect of, nor has there
occurred an event or condition that with the passage of time or giving of notice
(or both) would  constitute a default  under or permit the  termination  of, any
such Contract except such  violations or defaults under or  terminations  which,
individually  or in the  aggregate,  would not  reasonably be expected to have a
Material Adverse Effect on CompX.

         Section 2.16 Labor Matters.

                  (a) To the Sellers' best knowledge,  no officer,  employee, or
         any  group  of  employees,  intends  to  terminate  his,  her or  their
         employment with CompX, and CompX has no present  intention to terminate
         the  employment  of any officer,  employee or group of  employees.

                  (b) CompX is in  compliance  with the terms of its  collective
         bargaining   agreement  and,  to  the  Sellers'  best  knowledge,   the
         applicable union is in compliance with the terms thereof.

                  (c) CompX is in compliance  in all material  respects with all
         currently  applicable laws and  regulations  respecting  wages,  hours,
         occupational   safety,   health   and   employment    practices,    and
         discrimination  in employment terms and conditions,  and is not engaged
         in any unfair labor practice except,  in each case, where such practice
         or  failure  to  comply,   individually  or  collectively,   would  not
         reasonably be expected to have a Material Adverse Effect on CompX.

                  (d) There are no proceedings  pending or, to the Sellers' best
         knowledge,  threatened,  between CompX and any of its current or former
         employees, including any applicable unions.

         Section  2.17  Undisclosed  Liabilities.  To the best  knowledge of the
Sellers,  except (a) as and to the extent  disclosed or reserved  against on the
balance  sheet of CompX as of  December  31,  2003  included  in the  CompX  SEC
Documents,  (b) as incurred  after the date  thereof in the  ordinary  course of
business  consistent  with prior  practice or (c) as  disclosed in the CompX SEC
Documents,   neither  CompX  nor  its  subsidiaries   have  any  liabilities  or
obligations  of  any  nature,  whether  known  or  unknown,  absolute,  accrued,
contingent or otherwise and whether due or to become due, that,  individually or
in the aggregate, would reasonably be expected to have a Material Adverse Effect
on CompX.

         Section 2.18 Permits;  Compliance.  CompX and its  subsidiaries  are in
possession  of  all  material  franchises,  grants,  authorizations,   licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and
orders  necessary  to own,  lease and  operate  its  properties  and to carry on
business as it is now being conducted  (collectively,  the "CompX Permits"), and
there  is no  Action  pending,  or,  to  the  best  knowledge  of  the  Sellers,
threatened,  regarding any of the CompX Permits.  CompX is not in conflict with,
or in  default or  violation  of any of the CompX  Permits,  except for any such
conflicts,  defaults or violations that, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect on CompX.

         Section 2.19  Environmental  Matters.  Except as disclosed in the CompX
SEC Documents,  CompX and its  subsidiaries and all properties owned or operated
by CompX or its subsidiaries are in compliance with all federal, state and local
laws  governing  hazardous  substances,  pollution  or  the  protection  of  the
environment  ("Environmental  Laws"),  except  where the  failure to comply with
Environmental  Laws would not be reasonably  expected to have a Material Adverse
Effect on CompX.  Except as  disclosed  in the CompX SEC  Documents,  no written
claim  has  been  received  by  CompX  or  any  of  its  subsidiaries  from  any
governmental  entity  alleging that CompX or any of its  subsidiaries  is not in
compliance  with  any  Environmental  Law and  there  has been no  release  of a
Hazardous Substance, as such term is defined in the Comprehensive  Environmental
Response,  Compensation and Liability Act, 42 U.S.C. ss.ss. 9601 et seq., on any
of the real  properties  now or previously  owned or operated by CompX or any of
its subsidiaries for which CompX or such subsidiary could reasonably be expected
to have a liability,  except where such claim or release would not reasonably be
expected to have a Material Adverse Effect on CompX.

         Section  2.20  Insurance.  CompX  and its  subsidiaries  presently  are
insured  and  during  each of the past five  calendar  years  have been  insured
against  such  risks as  companies  engaged  in a  similar  business  would,  in
accordance  with  good  business  practice,   customarily  be  insured.  CompX's
insurance  policies  are in all  material  respects  in full force and effect in
accordance with their terms, no notice of  cancellation  has been received,  and
there is no existing  default or event that,  with the giving of notice or lapse
of time or both, would constitute a default thereunder.  Such insurance policies
are in all  material  respects  in  amounts  that are  customary,  adequate  and
suitable in relation to the business,  assets and liabilities of CompX or any of
its subsidiaries and all premiums to date have been paid in full.

         Section 2.21 Ownership of Shares. Each of the Sellers is the record and
beneficial owner of the Shares being sold by it hereunder and, upon consummation
of the Transaction,  Purchaser will acquire good title to such Shares,  free and
clear of any liens, encumbrances,  security interests, restrictive agreements or
claims of any nature whatsoever,  other than restrictions on transfer imposed by
applicable federal and state securities laws.

         Section 2.22 Material Adverse Effect. For the purposes of any provision
of this Agreement,  a "Material Adverse Effect" with respect to any party hereto
shall be deemed to occur if (a) in any individual  representation or warranty in
this Agreement, when read without any exception or qualification for materiality
or a material  adverse  effect,  the  aggregate  consequences  of  breaches  and
inaccuracies  of such  representation  and warranty taken together with breaches
and  inaccuracies  of any  other  representation  and  warranty  would  or would
reasonably  be  expected  to  have a  material  adverse  effect  on the  assets,
liabilities,  business,  long-term  profitability,   results  of  operations  or
financial  condition of such party hereto and its subsidiaries taken as a whole,
and (b) elsewhere in this Agreement,  the aggregate consequences of all breaches
and  inaccuracies  of  covenants  and  representations  of such party under this
Agreement, when read without any exception or qualification for materiality or a
material  adverse  effect,  would  or would  reasonably  be  expected  to have a
material  adverse  effect  on  the  assets,  liabilities,   business,  long-term
profitability,  results of operations  or financial  condition of such party and
its  subsidiaries  taken  as a  whole  or  on  its  ability  to  consummate  the
transactions contemplated by this Agreement.

         Section 2.23 Best Knowledge. Whenever the term "best knowledge" is used
in this  Agreement  with  respect to a Seller,  the same shall mean the current,
actual knowledge of such Seller's executive officers.

                                  ARTICLE III.
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser hereby  represents and warrants to each Seller as of the date
of this Agreement as follows:

         Section 3.1 Authority. It is a corporation validly existing and in good
standing under the laws of the State of New Jersey.  It has full corporate power
and authority,  without the consent or approval of any other person,  to execute
and deliver this Agreement, to cause the delivery of the Notes and to consummate
the  Transaction.  All corporate and other actions required to be taken by or on
behalf of it to  authorize  the  execution,  delivery  and  performance  of this
Agreement have been duly and properly taken.

         Section 3.2 Validity.  This Agreement is duly executed and delivered by
it and,  assuming the due  authorization,  execution and delivery  hereof by the
other parties  hereto,  constitutes  its lawful,  valid and binding  obligation,
enforceable  against  the  Purchaser  in  accordance  with  the  terms  of  this
Agreement.

         Section  3.3  Consents  and  Approvals;  No  Conflicts.   None  of  the
execution,  delivery and performance of this Agreement or the consummation by it
of the  Transaction  (a)  conflict  with or  result  in a breach  of any term or
provision  of  its  charter  or  bylaws;  (b)  require  any  consent,   approval
authorization  or  permit  of, or filing  with or  notification  to any court or
governmental  entity,  including without  limitation  pursuant to the Hart Scott
Rodino Antitrust  Improvements Act of 1976, as amended, but excluding disclosure
of the Transaction  pursuant to the Exchange Act; (c) violate,  conflict with or
constitute a breach of any of the terms or  provisions  of,  require any consent
under,  result in a default  (or an event  that with  notice or lapse of time or
both would  become a default)  under any material  contract,  agreement or other
instrument  to which it is a party or by which it is bound;  or (d)  violate  or
conflict with any order,  writ,  injunction,  decree or judgment of any court or
governmental  entity  applicable to it;  except in each case for such  consents,
approvals,  authorizations,  permits,  filings  or  notifications  that  are not
obtained, or such conflicts, breaches, violations,  defaults or violations, that
would not have a material  adverse  effect on its  authority to  consummate  the
Transaction.

         Section 3.4 Purchase for Investment.  It is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), and it is purchasing the Shares sold and delivered to it
hereunder 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 Shares are  restricted  securities  under the  Securities Act and that such
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.  It is not acquiring the Shares as a result of
any  general  solicitation  or general  advertising,  including  advertisements,
articles,  notices or other communications published in any newspaper,  magazine
or similar  media or  broadcast  over  radio or  television,  or any  seminar or
meeting whose  attendees  have been invited by general  solicitation  or general
advertising.

         Section 3.5 Nature of Purchaser.  It has such  knowledge and experience
in financial and business  matters that it is capable of  evaluating  the merits
and risks of the  purchase  of the  Shares and is able to  financially  bear the
risks  thereof.  It has had the  opportunity  to discuss CompX and its business,
management and financial affairs with the management of CompX and its affiliates
and  has  received  (or has had  made  available)  any  financial  and  business
documents it has  requested,  and there is no additional  information  regarding
CompX or the Shares  that it wishes to receive or that it  requires  in order to
made an informed business decision with respect to the Shares.

         Section 3.6 Brokers.  Neither Purchaser nor any stockholder,  director,
officer,  employee or affiliate  thereof has incurred or will incur on behalf of
CompX or its subsidiaries,  any brokerage,  finders', advisory or similar fee in
connection with the Transaction.

                                  ARTICLE IV.
                                 INDEMNIFICATION

         Section 4.1  Survival of  Representations  and  Warranties.  All of the
representations, warranties and agreements made by the Sellers shall survive the
execution  and  delivery  of this  Agreement  for a period of twelve (12) months
following the date hereof;  provided,  that the representations,  warranties and
agreements  made by the  Sellers  in  Sections  2.3,  2.11,  2.19 and 2.21 shall
survive the  execution  and delivery of this  Agreement  and for the  respective
applicable statute of limitations.

         All  representations,  warranties  and  agreements  of Purchaser  shall
survive the execution and delivery of this Agreement for a period of twelve (12)
months following the date hereof.

         Section  4.2  Obligation  of the Sellers to  Indemnify.  Subject to the
limitations  set forth in  Sections  4.1 and 4.5,  the Sellers  hereby  agree to
indemnify,  defend and hold  harmless  Purchaser  and its  directors,  officers,
employees, affiliates, successors, assigns and representatives, from and against
all claims, losses, liabilities, damages, deficiencies,  judgments, settlements,
costs of  investigation or other  out-of-pocket  expenses  (including  interest,
penalties and reasonable attorneys' fees and disbursements and expenses incurred
in enforcing this  indemnification  or in any litigation  between the parties or
with third  parties)  (collectively,  the  "Losses")  suffered  or  incurred  by
Purchaser  or any of the  foregoing  persons  arising  out of any  breach of the
representations,  warranties  and  agreements  of the Sellers  contained in this
Agreement  or  the  CompX   Disclosure   Schedule;   provided,   that,  for  any
representation,  warranty  or  agreement  that is  limited by  materiality  or a
Material Adverse Effect ("Materiality  Language"), a misrepresentation or breach
of such  representation,  warranty or agreement shall be determined,  solely for
purposes  of this  Article  IV, as if  Materiality  Language  were not  included
therein.

         Section 4.3  Obligations  of Purchaser to Indemnify.  Purchaser  hereby
agrees to indemnify,  defend and hold  harmless  each Seller and its  directors,
officers, employees,  affiliates,  successors,  assigns and representatives from
and  against  all  Losses  suffered  or  incurred  by the  Sellers or any of the
foregoing persons arising out of any breach of the  representations,  warranties
or agreements of Purchaser contained in this Agreement.

         Section 4.4 Notice and Opportunity to Defend Third Party Claims.

                  (a)   Promptly   after   receipt  by  any  party  hereto  (the
         "Indemnitee") of notice of any demand, claim or circumstance that gives
         rise  to a  claim  or the  commencement  (or a  written  threat  of the
         commencement) of any action,  proceeding or investigation (an "Asserted
         Liability") that may result in a Loss, the Indemnitee shall give prompt
         notice thereof (the "Claims Notice") to the party or parties  obligated
         to  provide  indemnification  pursuant  to  Section  4.2  or  4.3  (the
         "Indemnifying  Party").  The Claims Notice shall  describe the Asserted
         Liability  in   reasonable   detail  and  shall   indicate  the  amount
         (estimated,  if necessary, and to the extent feasible) of the Loss that
         has been or may be suffered by the Indemnitee.

                  (b) The  Indemnifying  Party may elect to  defend,  at its own
         expense  and with  its own  counsel  satisfactory  to  Indemnitee,  any
         Asserted Liability, but only if (A) the Indemnifying Party notifies the
         Indemnitee  in writing  within 30 days after the  Indemnitee  has given
         notice of the  Asserted  Liability  that the  Indemnifying  Party  will
         indemnify the Indemnitee from and against any Losses the Indemnitee may
         suffer  resulting  from,  arising out of, relating to, or caused by the
         Asserted  Liability,  (B) the Asserted  Liability  involves  only money
         damages and does not seek an injunction or other equitable relief,  (C)
         settlement  of, or an adverse  judgment  with  respect to, the Asserted
         Liability is not, in the good faith judgment of the Indemnitee,  likely
         to  establish  a  precedential   custom  or  practice  adverse  to  the
         continuing  business interests of the Indemnitee,  (D) the Indemnifying
         Party  conducts  the defense of the  Asserted  Liability  actively  and
         diligently, and (E) the Indemnitee shall have reasonably concluded that
         there  is no  conflict  of  interest  between  the  Indemnitee  and the
         Indemnifying Party in the conduct of such defense.  If the Indemnifying
         Party elects to defend such Asserted Liability, it shall within 30 days
         (or sooner, if the nature of the Asserted Liability so requires) notify
         the  Indemnitee  of its  intent  to do so,  and  the  Indemnitee  shall
         cooperate,  at the expense of the Indemnifying Party, in the defense of
         such Asserted Liability.  If the Indemnifying Party assumes the defense
         against any Asserted Liability it will be conclusively  established for
         purposes of this Agreement  that such Asserted  Liability is within the
         scope of, and subject to,  indemnification.  If the Indemnifying  Party
         elects not to defend the Asserted Liability, is not permitted to defend
         the Asserted  Liability by reason of the first sentence of this Section
         4.4(b),  fails to  notify  the  Indemnitee  of its  election  as herein
         provided or contests its  obligation to indemnify  under this Agreement
         with  respect  to such  Asserted  Liability,  the  Indemnitee  may pay,
         compromise  or  defend  such  Asserted  Liability  at the sole cost and
         expense of the  Indemnifying  Party if  determined  to be liable to the
         Indemnitee hereunder. In any event, the Indemnitee and the Indemnifying
         Party may  participate,  at their own  expense,  in the defense of such
         Asserted  Liability.  If the  Indemnifying  Party chooses to defend any
         Asserted  Liability,   the  Indemnitee  shall  make  available  to  the
         Indemnifying  Party any books,  records or other  documents  within its
         control  that  are  necessary  or  appropriate  for such  defense.  Any
         expenses  of any  Indemnitee  for  which  indemnification  is  required
         hereunder shall be paid upon written demand therefor; provided that the
         Indemnitee  provides  the  Indemnifying  Party  with all  documentation
         necessary to support  such  expenses and  undertakes  to reimburse  the
         Indemnifying   Party  for  any  such  expenses  if  indemnification  is
         ultimately  determined  not to be  available or  appropriate  under the
         terms of this Agreement.

         Section 4.5 Limitation and Indemnification; Payments of Losses.

                  (a) The Sellers' liability for indemnifiable  damages pursuant
         to this Article IV shall not be payable  unless and until the amount of
         Losses suffered or incurred by Purchaser  exceeds in the aggregate $1.7
         million  (the  "Basket  Amount");  thereafter,  the  Sellers  shall  be
         responsible  for the  payment of Losses in excess of the Basket  Amount
         subject to the limitations set forth in this Section 4.5.

                  (b) The Sellers shall not have any liability for indemnifiable
         damages  pursuant to this Article IV to the extent the aggregate amount
         of Losses  suffered or incurred  by  Purchaser  in excess of the Basket
         Amount exceeds an amount equal to $80.0 million (the "Cap").

                  (c) Notwithstanding  anything to the contrary  hereunder,  any
         amounts payable by the  Indemnifying  Party pursuant to this Article IV
         shall be reduced by the amount of any insurance  proceeds  recovered by
         the Indemnitee in connection with such Claim.

                  (d) The  parties  will act in good  faith so that any  amounts
         payable by an  Indemnifying  Party to an  Indemnitee  pursuant  to this
         Article IV shall be treated, for tax purposes,  as an adjustment to the
         Purchase  Price,  unless  a  final  determination  with  respect  to an
         Indemnitee or any of its  affiliates  causes any such payment not to be
         treated as an  adjustment to purchase  price for United States  federal
         income tax  purposes.  Subject to the Cap,  if such  payment  cannot be
         treated as an adjustment to the purchase  price for tax purposes,  then
         such indemnification  payment shall be increased to take account of any
         net tax cost  incurred by the  Indemnitee as a result of the receipt or
         accrual of such payments.

                                   ARTICLE V.
                               GENERAL PROVISIONS

         Section 5.1 Restricted Shares. Purchaser hereby consents to the placing
of a legend on any stock  certificates  evidencing  the Shares  stating that the
Shares are  restricted  securities  and to  CompX's  issuance  of stop  transfer
instructions in connection with the Shares.

         Section  5.2  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 5.3 Parties and Interest.  This Agreement  shall bind and inure
to the  benefit  of  the  parties  named  herein  and  their  respective  heirs,
successors and assigns.

         Section 5.4 Entire  Transaction.  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 5.5  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.

         Section 5.6  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  5.7  Notice.   All  notices,   requests,   demands  and  other
communications  hereunder shall be in writing and shall be sent by registered or
certified mail, postage prepaid as follows:

                  If to the Sellers:            Valhi, Inc.
                                                5430 LBJ Freeway
                                                Three Lincoln Centre, Suite 1700
                                                Dallas, Texas 75240-2697
                                                Attention:  General Counsel

                                                Valcor, Inc.
                                                5430 LBJ Freeway
                                                Three Lincoln Centre, Suite 1700
                                                Dallas, Texas 75240-2697
                                                Attention:  General Counsel

                  If to Purchaser:              NL Industries, Inc.
                                                5430 LBJ Freeway
                                                Three Lincoln Centre, Suite 1700
                                                Dallas, Texas 75240-2697
                                                Attention:  General Counsel

         Section 5.8 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 5.9 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.

         Section  5.10  Transfer  Taxes.  All  stock  transfer,   real  property
transfer, documentary,  sales, use, registration,  value-added and other similar
taxes  incurred  in  connection  with  the  transactions  contemplated  by  this
Agreement  shall  be  borne  by the  Sellers  and the  Sellers  shall  indemnify
Purchaser  for any such taxes  incurred by Purchaser as a result of the Sellers'
failure to timely pay such taxes.



<PAGE>


         The parties  hereto have caused this  Agreement to be executed by their
duly authorized officers as of the date first written above.



                                      VALHI, INC.



                                       By:  /s/  Bobby D. O'Brien
                                            ------------------------------------
                                            Bobby D. O'Brien, Vice President



                                      VALCOR, INC.



                                      By:   /s/  Bobby D. O'Brien
                                            ------------------------------------
                                            Bobby D. O'Brien, Vice President



                                      NL INDUSTRIES, INC.



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