COMPX INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>cii0602ex10.txt
<TEXT>
Exhibit 10.1


                        INTERCORPORATE SERVICES AGREEMENT

     This INTERCORPORATE  SERVICES AGREEMENT (the "Agreement"),  effective as of
January 1, 2002,  amends and supersedes the  Intercorporate  Services  Agreement
effective  as of  January  1,  2001  between  CONTRAN  CORPORATION,  a  Delaware
corporation  ("Contran"),  and COMPX INTERNATIONAL INC., a Delaware  corporation
("Recipient").

                                    Recitals

     A.  Employees  and  agents of Contran  and  affiliates  of Contran  perform
management,  financial and administrative functions for Recipient without direct
compensation from Recipient.

     B. Recipient does not separately  maintain the full internal  capability to
perform all necessary  management,  financial and administrative  functions that
Recipient requires.

     C. The cost of maintaining the additional  personnel by Recipient necessary
to perform the functions provided for by this Agreement would exceed the fee set
forth in Section 3 of this Agreement and that the terms of this Agreement are no
less favorable to Recipient than could  otherwise be obtained from a third party
for comparable services.

     D. Recipient  desires to continue  receiving the management,  financial and
administrative  services presently provided by Contran and affiliates of Contran
and Contran is willing to continue to provide such  services  under the terms of
this Agreement.

                                    Agreement

     For  and in  consideration  of the  mutual  premises,  representations  and
covenants herein contained, the parties hereto mutually agree as follows:

     Section 1.  Services to be Provided.  Contran  agrees to make  available to
Recipient the following services (the "Services") to be rendered by the internal
staff of Contran and affiliates of Contran:

          (a) Consultation in the development and  implementation of Recipient's
     corporate business strategies, plans and objectives;

          (b)  Consultation  in management and conduct of corporate  affairs and
     corporate governance consistent with the charter and bylaws of Recipient;

          (c)  Consultation  in maintenance  of financial  records and controls,
     including  preparation  and review of  periodic  financial  statements  and
     reports to be filed with public and regulatory  entities and those required
     to be prepared for financial  institutions  or pursuant to  indentures  and
     credit agreements;

          (d)  Consultation  in  cash  management  and  in  arranging  financing
     necessary to implement the business plans of Recipient;

          (e)  Consultation  in tax  management and  administration,  including,
     without limitation,  preparation and filing of tax returns,  tax reporting,
     examinations by government authorities and tax planning;

          (f) Consultation  with respect to employee benefit plans and incentive
     compensation arrangements;

          (g) Certain  administration  and  management  services with respect to
     Recipient's insurance and risk management needs, including:

          (i) management of claims (including  insured and self-insured  workers
     compensation and liability claims);

          (ii) budgeting and related activities;

          (iii) coordination of property loss control program; and

          (iv)  administration of Recipient's  insurance program,  excluding all
     employee benefit and welfare related programs; and

          (h) Such other  services as may be  requested  by  Recipient or deemed
     necessary and proper from time to time.

This  Agreement  does not apply to, and the Services  provided for herein do not
include,  any services  that Glenn R. Simmons or Steven L. Watson may provide to
Recipient  in their roles as members of  Recipient's  board of  directors or any
other activity related to such board of directors.

     Section 2. Miscellaneous  Services.  It is the intent of the parties hereto
that Contran provide only the Services requested by Recipient in connection with
routine  management,  financial  and  administrative  functions  related  to the
ongoing  operations  of  Recipient  and not with  respect to  special  projects,
including  corporate  investments,  acquisitions and  divestitures.  The parties
hereto  contemplate that the Services rendered in connection with the conduct of
Recipient's  business  will  be on a scale  compared  to  that  existing  on the
effective  date of this  Agreement,  adjusted for internal  corporate  growth or
contraction, but not for major corporate acquisitions or divestitures,  and that
adjustments  may be required to the terms of this Agreement in the event of such
major corporate acquisitions,  divestitures or special projects.  Recipient will
continue to bear all other costs required for outside  services  including,  but
not  limited  to,  the  outside  services  of  attorneys,   auditors,  trustees,
consultants, transfer agents and registrars, and it is expressly understood that
Contran  assumes no  liability  for any  expenses or  services  other than those
stated in Section 1. In addition to the fee paid to Contran by Recipient for the
Services provided pursuant to this Agreement,  Recipient will pay to Contran the
amount of out-of-pocket costs incurred by Contran in rendering such Services.

     Section 3. Fee for Services.  Recipient  agrees to pay to Contran  $414,500
quarterly on the first business day of each quarter, commencing as of January 1,
2002, pursuant to this Agreement.

     Section 4. Original  Term.  Subject to the  provisions of Section 5 hereof,
the original  term of this  Agreement  shall be from January 1, 2002 to December
31, 2002.

     Section  5.   Extensions.   This   Agreement   shall  be   extended   on  a
quarter-to-quarter  basis  after the  expiration  of its  original  term  unless
written  notification  is given by  Contran  or  Recipient  thirty  (30) days in
advance of the first day of each  successive  quarter or unless it is superseded
by a subsequent written agreement of the parties hereto.

     Section 6.  Limitation of Liability.  In providing its Services  hereunder,
Contran  shall  have a duty  to act,  and to  cause  its  agents  to  act,  in a
reasonably  prudent  manner,  but  neither  Contran nor any  officer,  director,
employee or agent of Contran or its affiliates  shall be liable to Recipient for
any error of judgment or mistake of law or for any loss incurred by Recipient in
connection  with the  matter  to which  this  Agreement  relates,  except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
Contran.

     Section  7.  Indemnification  of  Contran  by  Recipient.  Recipient  shall
indemnify  and hold  harmless  Contran,  its  affiliates  and  their  respective
officers,  directors  and  employees  from  and  against  any  and  all  losses,
liabilities,  claims, damages, costs and expenses (including attorneys' fees and
other  expenses of  litigation)  to which  Contran or any such person may become
subject arising out of the Services provided by Contran to Recipient  hereunder,
provided that such indemnity  shall not protect any person against any liability
to  which  such  person  would   otherwise  be  subject  by  reason  of  willful
misfeasance, bad faith or gross negligence on the part of such person.

     Section 8. Confidentiality. Except as otherwise required by applicable law,
each of the parties agrees that it will maintain in confidence all  confidential
information  regarding  the  other  party  supplied  to it in the  course of the
performance of this Agreement.

     Section 9.  Further  Assurances.  Each of the parties  will make,  execute,
acknowledge and deliver such other instruments and documents,  and take all such
other actions,  as the other party may reasonably  request and as may reasonably
be required in order to effectuate  the purposes of this  Agreement and to carry
out the terms hereof.

     Section 10. Notices.  All communications  hereunder shall be in writing and
shall be addressed,  if intended for Contran,  to Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas 75240,  Attention:  President,  or such other
address as it shall have furnished to Recipient in writing,  and if intended for
Recipient,  to Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240, Attention: President, or such other address as it shall have furnished to
Contran in writing.

     Section 11. Amendment and Modification. Neither this Agreement nor any term
hereof may be changed, waived,  discharged or terminated other than by agreement
in writing signed by the parties hereto.

     Section 12.  Successors and Assigns.  This Agreement  shall be binding upon
and  inure  to the  benefit  of  Contran  and  Recipient  and  their  respective
successors  and assigns,  except that neither  party may assign its rights under
this Agreement without the prior written consent of the other party.

     Section  13.  Governing  Law.  This  Agreement  shall be  governed  by, and
construed and interpreted in accordance with, the laws of the state of Texas.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed and delivered as of the date first above written.


                               CONTRAN CORPORATION




                                         By: /s/ Steven L. Watson
                                             ----------------------------------
                                             Steven L. Watson, President


                            COMPX INTERNATIONAL INC.




                                         By: /s/ Stuart M. Bitting
                                             ----------------------------------
                                             Stuart M. Bitting, Vice President



</TEXT>
</DOCUMENT>
