TRANSITION SUPPORT SERVICES AGREEMENT


     THIS  AGREEMENT  for the  performance  of  certain  corporate  services  is
executed and made effective as of ___________, 2001, by and between RPC, INC., a
Delaware  corporation  ("RPC"),  and  MARINE  PRODUCTS  CORPORATION,  a Delaware
corporation ("Marine").

     WHEREAS,  RPC,  through its ownership of all of the issued and  outstanding
common stock (the "Stock") of Chaparral Boats, Inc. ("Chaparral"),  participates
in the business of manufacturing leisure boats; and

     WHEREAS,  the Board of  Directors  of RPC has  determined  that it would be
advisable  and in the  best  interests  of RPC and its  shareholders  for RPC to
contribute  all of the  Stock  and any  other  related  assets  and  liabilities
relating  to the  manufacture  of leisure  boats (the  "Business")  to Marine in
exchange  for  Marine  common  stock and  thereafter  to  distribute  all of the
outstanding  shares of Marine common stock on a pro rata basis to the holders of
RPC's  common  stock (the  "Distribution")  pursuant to an  Agreement  Regarding
Distribution and Plan of  Reorganization,  dated as of the date hereof,  between
RPC and Marine (the "Distribution Agreement"); and

     WHEREAS, the parties intend that the transactions  described herein will be
effective at the Effective Time (as defined in the Distribution Agreement); and

     WHEREAS,  the  parties  hereto  deem it to be  appropriate  and in the best
interests of the parties that they provide certain services to each other on the
terms and conditions set forth herein;

     NOW,  THEREFORE,  in consideration of the mutual promises  contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

     1.   Description of Services.

          (a) RPC shall,  subject to the terms and provisions of this Agreement,
provide  Marine with  general  services of a financial,  technical,  commercial,
administrative  and/or advisory nature, with respect to the Business,  including
without limitation a month-to-month  lease of office space on terms to be agreed
upon by RPC and Marine,  and render such other  specific  services as Marine may
from  time  to time  reasonably  request  in  writing,  subject  to  RPC's  sole
discretion  and its being in a position to supply  such  services at the time of
such request.

          (b)  Marine  shall,  subject  to the  terms  and  provisions  of  this
Agreement,  provide  RPC  with  such  services  as RPC  may  from  time  to time
reasonably request in writing, subject to Marine's sole discretion and its being
in a position to supply such services at the time of the request.


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          Each of RPC and  Marine,  as the case may be,  shall use  commercially
reasonable  efforts to transition from using the services  provided by the other
under this Agreement on or prior to the termination of the original term for the
provision of such services (as provided in Section 7 below).

     2.  Consideration  for  Services.  Marine  shall  pay RPC for the  services
provided  hereunder  and RPC  shall pay  Marine  for all the  services  provided
hereunder at rates agreed to by the parties hereunder.

     3. Terms of Payment.  Within ten (10)  business  days after the end of each
month during the term of this  Agreement,  RPC will submit a written  invoice to
Marine and Marine will submit a written  invoice to RPC for service fees for the
immediately  preceding  month together with an accounting of the charges for the
immediately  preceding month's services.  Within thirty (30) business days after
the receipt of such  invoices,  RPC and  Marine,  as the case may be, will remit
payment of the full amount of such invoices to the other in the manner  provided
below.  Interest shall accrue at the Prime Rate (as defined in the  Distribution
Agreement)  plus 2% per annum on any amounts not received by the party providing
the service  hereunder within thirty (30) days after receipt by the other of the
invoice.  The amount of any monthly  service fee shall be prorated to correspond
with the portion of a given month for which services were actually rendered.

     4.  Method of  Payment.  All  amounts  payable  by  Marine  and RPC for the
services  rendered by the other pursuant to this Agreement  shall be remitted to
RPC or  Marine,  as the case may be, in United  States  dollars in the form of a
check or wire transfer.

     5. WARRANTIES.  THIS IS A SERVICE AGREEMENT.  EXCEPT AS EXPRESSLY STATED IN
THIS  AGREEMENT,  THERE ARE NO  WARRANTIES  OR  GUARANTIES,  INCLUDING,  BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF  MERCHANTABILITY,  TITLE AND FITNESS FOR A
PARTICULAR PURPOSE.

     6.  Liability; Indemnification; Dispute Resolution.

          (a) In no event shall either RPC or Marine have any liability, whether
based on contract, tort (including, without limitation, negligence), warranty or
any other legal or equitable grounds, for any punitive, consequential,  special,
indirect or  incidental  loss or damage  suffered by the other  arising  from or
related to this Agreement,  including without limitation, loss of data, profits,
interest or revenue,  or interruption  of business,  even if the party providing
the services hereunder is advised of the possibility of such losses or damages.

          (b) The limitations set forth in Section 6(a) above shall not apply to
liabilities  which  may  arise as the  result  of  willful  misconduct  or gross
negligence of the party providing the services hereunder.

          (c)  Effective  as  of  the  date  of  this  Agreement,  Marine  shall
indemnify,  defend and hold harmless RPC and its affiliates and their respective
directors,  officers,  employees  and agents  (the "RPC  Indemnitees")  from and
against any and all damage,  loss,  liability  and expense  (including,  without
limitation,  reasonable expenses of investigation and reasonable attorneys' fees


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and  expenses  in  connection  with any and all actions or  threatened  actions)
("Indemnifiable  Losses")  incurred or  suffered  by any of the RPC  Indemnitees
arising from,  related to or associated with (i) RPC's  furnishing or failure to
furnish the services  provided  for in this  Agreement,  other than  liabilities
arising out of the willful misconduct or gross negligence of the RPC Indemnitees
and (ii) the gross  negligence or willful  misconduct of Marine in furnishing or
failing to furnish the  services  to be  provided  by Marine in this  Agreement,
provided  however,  in no event shall Marine be  obligated to indemnify  the RPC
Indemnitees  (taken together) under this Section 6(c) for  Indemnifiable  Losses
arising out of Marine's  gross  negligence in an amount in excess of three times
the service fee charged for the category of service related to the Indemnifiable
Loss in the month in which the act or failure to act by Marine that gave rise to
such Indemnifiable Loss occurs.

          (d) Effective as of the date of this Agreement,  RPC shall  indemnify,
defend  and  hold  harmless  Marine  and its  affiliates  and  their  respective
directors,  officers,  employees and agents (the "Marine  Indemnitees") from and
against  any and all  Indemnifiable  Losses  incurred  or suffered by any of the
Marine  Indemnitees  arising from,  related to or  associated  with (i) Marine's
furnishing  or failure to furnish the services  provided for in this  Agreement,
other than liabilities arising out of the willful misconduct or gross negligence
of the Marine  Indemnitees,  and (ii) the gross negligence or willful misconduct
of RPC in furnishing or failing to furnish the services to be provided by RPC to
Marine in this Agreement,  provided however,  in no event shall RPC be obligated
to indemnify the Marine Indemnitees (taken together) under this Section 6(d) for
Indemnifiable  Losses  arising  out of RPC's  gross  negligence  in an amount in
excess of three  times the  service  fee  charged  for the  category  of service
related  to the  Indemnifiable  Loss in the month in which the act or failure to
act by RPC that gave rise to such Indemnifiable Loss occurs.

          (e) Any disputes  arising  under this  Agreement  shall be resolved in
accordance with Section 12.10 (Disputes) of the Distribution Agreement.

     7. Termination.

          (a) Each  category  of service  provided  under this  Agreement  shall
terminate at the request of the party receiving the service.

          (b)  Notwithstanding  Section 7(a) above, either RPC or Marine may, at
its option, upon no less than ninety (90) days prior written notice to the other
(or such other period as the parties may mutually agree in writing),  direct the
other to no longer provide a particular category of service.

          (c)  Notwithstanding  Sections 7(a) and 7(b) above, this Agreement may
be terminated in its entirety in accordance with the following:

               (i) Upon written agreement of the parties;

               (ii) By either  Marine or RPC for material  breach  hereof by the
other if the breach is not cured within  thirty (30) calendar days after written
notice of breach is delivered to the breaching party; or

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               (iii) By either Marine or RPC,  upon written  notice to the other
if the other shall become insolvent or shall make an assignment of substantially
all of its  assets  for  the  benefit  of  creditors,  or  shall  be  placed  in
receivership, reorganization, liquidation or bankruptcy.

          (d) Upon any termination pursuant to Sections 7(b) and 7(c) above, RPC
and  Marine  shall be  compensated  for all  services  performed  to the date of
termination  in accordance  with the provisions of this  Agreement,  and RPC and
Marine,  as the case may be, will consider hiring certain employees of the other
identified  by the other  prior to the  termination  to the  extent  that RPC or
Marine,  as the case may be, does not contract with third parties to provide the
services rendered by RPC or Marine pursuant to this Agreement.

     8. General.

          (a) Force  Majeure.  Any delays in or failure of performance by RPC or
Marine shall not constitute a default  hereunder if and to the extent such delay
or failure of performance is caused by occurrences beyond the reasonable control
of RPC or Marine, as the case may be, including, but not limited to: acts of God
or the public enemy;  compliance  with any order or request of any  governmental
authority;  acts of war; riots or strikes or other  concerted acts of personnel;
or any other causes beyond the reasonable  control of RPC or Marine,  whether or
not of the same class or kind as those specifically named above.

          (b)  Confidentiality.  Each party shall hold and cause its  directors,
officers,  employees,  agents,  consultants  and  advisors  to hold,  in  strict
confidence,  unless compelled to disclose by judicial or administrative  process
or, in the opinion of its counsel, by other requirements of law, all information
concerning  the other party (except to the extent that such  information  can be
shown to have been (a) in the public domain through no fault of such  disclosing
party or (b)  lawfully  acquired  after the  Effective  Time (as  defined in the
Distribution  Agreement) on a  non-confidential  basis from other sources by the
disclosing  party), and neither party shall release or disclose such information
to any other person, except its auditors, attorneys, financial advisors, bankers
and other  consultants  and advisors who shall be advised of the  provisions  of
this Section and be bound by them.

          (c) Expenses.  Except as specifically provided in this Agreement or in
the  Distribution  Agreement,  all  costs  and  expenses  incurred  prior to the
Effective  Time in  connection  with the  preparation,  execution,  delivery and
implementation  of this Agreement and with the  consummation of the transactions
contemplated  by this Agreement  (including,  without  limitation,  all fees for
counsel,  accountants and financial and other advisors) shall be paid by RPC and
all such costs  incurred  thereafter  shall be paid by the party  incurring such
costs.

          (d) Notices. All notices and communications under this Agreement shall
be deemed to have been given (a) when received,  if such notice or communication
is delivered by facsimile,  hand delivery or overnight  courier,  and, (b) three
(3)  business  days after  mailing if such  notice or  communication  is sent by
United States  registered or certified  mail,  return receipt  requested,  first
class postage prepaid. All notices and communications,  to be effective, must be
properly  addressed  to the party to whom the same is directed at its address as
follows:

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            If to RPC, to:      RPC, Inc.
                                2170 Piedmont Road, N.E.
                                Atlanta, Georgia  30324
                                Attention:  Richard A. Hubbell
                                Facsimile:  404-321-5483

            with a copy to:     Robert P. Finch, Esq.
                                Arnall Golden & Gregory LLP
                                2800 One Atlantic Center
                                1201 West Peachtree Street
                                Atlanta, Georgia  30309-3450
                                Facsimile:  404-873-8617

            If to Marine, to:   Marine Products Corporation
                                2170 Piedmont Road, N.E.
                                Atlanta, Georgia  30324
                                Attention:  Ben M. Palmer
                                Facsimile:  404-321-5483

            with a copy to:     Robert P. Finch, Esq.
                                Arnall Golden & Gregory LLP
                                2800 One Atlantic Center
                                1201 West Peachtree Street
                                Atlanta, Georgia  30309
                                Facsimile:  404-873-8617


Either party may, by written  notice  delivered to the other party in accordance
with this  Section,  change the address to which  delivery  of any notice  shall
thereafter be made.

          (e)  Amendment  and  Waiver.  This  Agreement  may not be  altered  or
amended,  nor may any rights  hereunder be waived,  except by an  instrument  in
writing  executed by the party or parties to be charged  with such  amendment or
waiver. No waiver of any terms, provision or condition of or failure to exercise
or delay in exercising any rights or remedies under this  Agreement,  in any one
or more  instances,  shall be  deemed  to be,  or  construed  as, a  further  or
continuing waiver of any such term, provision,  condition, right or remedy or as
a waiver of any other term, provision or condition of this Agreement.

          (f) Entire  Agreement.  This Agreement  together with the Distribution
Agreement  constitutes  the entire  understanding  of the  parties  hereto  with
respect to the  subject  matter  hereof,  superseding  all  negotiations,  prior
discussions  and prior  agreements and  understandings  relating to such subject
matter.  To the extent that the  provisions of this  Agreement are  inconsistent
with the  provisions  of any  Distribution  Agreement,  the  provisions  of this
Agreement shall prevail with respect to the subject matter hereof.

          (g) Parties in Interest.  Neither of the parties hereto may assign its
rights or  delegate  any of its duties  under this  Agreement  without the prior
written  consent of the other party.  This Agreement  shall be binding upon, and


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shall  inure  to the  benefit  of,  the  parties  hereto  and  their  respective
successors and permitted assigns.  Nothing contained in this Agreement,  express
or  implied,  is intended to confer any  benefits,  rights or remedies  upon any
person or entity other than the RPC  Indemnitees  and Marine  Indemnitees  under
Section 6 of this Agreement.

          (h)  Further  Assurances  and  Consents.  In  addition  to the actions
specifically  provided  for  elsewhere  in this  Agreement,  each of the parties
hereto will use its  reasonable  efforts to (a) execute and deliver such further
instruments  and  documents  and take such other  actions as any other party may
reasonably  request in order to effectuate the purposes of this Agreement and to
carry out the terms hereof and (b) take, or cause to be taken, all actions,  and
do, or cause to be done, all things,  reasonably necessary,  proper or advisable
under applicable laws, regulations and agreements or otherwise to consummate and
make  effective the  transactions  contemplated  by this  Agreement,  including,
without  limitation,  using its  reasonable  efforts to obtain any  consents and
approvals,  make any  filings  and  applications  and remove any liens,  claims,
equity  or other  encumbrances  on any  asset of the other  party  necessary  or
desirable  in  order  to  consummate  the  transactions   contemplated  by  this
Agreement;  provided  that  no  party  hereto  shall  be  obligated  to pay  any
consideration therefor (except for filing fees and other similar charges) to any
third party from whom such  consents,  approvals and amendments are requested or
to take any action or omit to take any  action if the taking of or the  omission
to take  such  action  would  be  unreasonably  burdensome  to the  party or its
business.

          (i)  Severability.  The provisions of this Agreement are severable and
should  any  provision  hereof  be void,  voidable  or  unenforceable  under any
applicable  law,  such  provision  shall  not  affect  or  invalidate  any other
provision of this Agreement,  which shall continue to govern the relative rights
and  duties of the  parties  as though  such  void,  voidable  or  unenforceable
provision were not a part hereof.

          (j)  Governing  Law. This  Agreement  shall be construed in accordance
with,  and governed by, the laws of the State of Georgia,  without regard to the
conflicts of law rules of such state.

          (k)  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of which shall be deemed an original instrument,  but all of
which together shall constitute but one and the same Agreement.





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                     signatures contained on following page]

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     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.




                                      RPC, INC.,
                                      a Delaware corporation



                                      By:
                                         ---------------------------------------

                                      Name:
                                           -------------------------------------

                                      Its:
                                          --------------------------------------



                                      MARINE PRODUCTS CORPORATION,
                                      a Delaware corporation



                                      By:
                                         ---------------------------------------

                                      Name:
                                           -------------------------------------

                                      Its:
                                          --------------------------------------


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