AGREEMENT REGARDING DISTRIBUTION
                           AND PLAN OF REORGANIZATION


     THIS AGREEMENT REGARDING DISTRIBUTION AND PLAN OF REORGANIZATION  (referred
to herein as the  "Agreement"),  dated as of ____________,  2001, by and between
RPC, INC., a Delaware corporation ("RPC"),  and MARINE PRODUCTS  CORPORATION,  a
Delaware corporation ("Marine").

                                    RECITALS

     A. RPC has formed Marine as a  wholly-owned  subsidiary  for the purpose of
taking title to the stock of Chaparral Boats, Inc. ("Chaparral"), a wholly owned
subsidiary of RPC, the assets and  liabilities  of which  constitute  RPC's boat
manufacturing operations (the "Boat Manufacturing Business").

     B. The  Board of  Directors  of RPC has  determined  that it is in the best
interests  of RPC and  its  shareholders  to  transfer  and  assign  to  Marine,
effective prior to the Effective Time (as defined herein),  the capital stock of
Chaparral,  as a capital  contribution,  and to  receive  in  exchange  therefor
additional shares of Marine Common Stock (as defined herein).

     C. The Board of Directors of RPC has further  determined  that it is in the
best  interests  of  RPC  and  its  shareholders  to  make a  distribution  (the
"Distribution") to the holders of RPC Common Stock (as defined herein) of all of
the outstanding shares of Marine Common Stock at the rate of one share of Marine
Common  Stock for every two shares of RPC  Common  Stock  outstanding  as of the
Record Date (as defined herein).

     E. The parties have  received a favorable  ruling  letter from the Internal
Revenue Service (the "IRS") concerning the non-taxability of the Distribution to
RPC or its shareholders pursuant to Section 355 of the Code (as defined herein),
if  consummated  pursuant to the terms and  conditions  contained in the request
therefor.

     F. The parties have  determined  that it is necessary  and desirable to set
forth the principal corporate  transactions  required to effect the Distribution
and to set  forth  other  agreements  that will  govern  certain  other  matters
following the Distribution.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
agreements and covenants contained in this Agreement and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,  the
parties agree as follows:




<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01  Definitions.  As used herein,  the  following  terms have the
following meaning:

     "Action"  means  any  claim,  suit,  arbitration,  inquiry,  proceeding  or
investigation  by or before  any  court,  governmental  or other  regulatory  or
administrative agency or commission or any other tribunal.

     "Ancillary  Agreements" means all of the written  agreements,  instruments,
understandings,  assignments and other  arrangements  entered into in connection
with the transactions  contemplated hereby, including,  without limitation,  the
Employee Benefits Agreement,  the Transition Support Services Agreement, and the
Tax Sharing Agreement.

     "Assets" means all properties,  rights,  contracts,  leases and claims,  of
every kind and description,  wherever  located,  whether tangible or intangible,
and whether real, personal or mixed.

     "Chaparral" has the meaning set forth in the Recitals to this Agreement.

     "Chaparral Stock" means the capital stock of Chaparral to be transferred at
or prior to the Effective Time by RPC to Marine.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commission" means the Securities and Exchange Commission.

     "Distribution" has the meaning set forth in the Recitals to this Agreement.

     "Distribution Agent" means SunTrust Bank, Atlanta, in its capacity as agent
for RPC in connection with the Distribution.

     "Distribution  Date"  means the date upon which the  Distribution  shall be
effective, as determined by the Board of Directors of RPC.

     "Effective Time" means 5:00 p.m. Atlanta time on the Distribution Date.

     "Employee Benefits Agreement" means the Employee Benefits Agreement entered
into at or prior to the Effective  Time between RPC,  Marine and  Chaparral,  as
amended from time to time.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Form 10" means the Registration  Statement on Form 10 filed by Marine with
the Commission pursuant to the Exchange Act.

     "Group"  means  the RPC  Group  or the  Marine  Group,  as the  context  so
requires.



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<PAGE>

     "Indemnifiable  Loss" means any and all damage, loss, liability and expense
(including,  without  limitation,   reasonable  expenses  of  investigation  and
reasonable  attorneys' fees and expenses) in connection with any and all Actions
or threatened Actions indemnifiable pursuant to Article IV.

     "Information  Statement" means that certain Information  Statement filed by
Marine  with  the  Securities  and  Exchange  Commission  and  provided  to  RPC
shareholders, pursuant to the Exchange Act.

     "Boat Manufacturing Business Assets" means all Assets used or useful in the
conduct of the Boat Manufacturing Business.

     "Liabilities" means any and all claims, debts, liabilities and obligations,
absolute or  contingent,  matured or not matured,  liquidated  or  unliquidated,
accrued or unaccrued,  known or unknown,  whenever arising,  including all costs
and expenses relating thereto, and including,  without limitation,  those debts,
liabilities  and  obligations  arising  under this  Agreement  or any  Ancillary
Agreement,  any law, rule,  regulation,  action,  order or consent decree of any
governmental  entity  or any  award of any  arbitrator  of any  kind,  and those
arising under any contract, commitment or undertaking.

     "Marine  Business"  means the Boat  Manufacturing  Business  which  will be
conducted by the Marine Group at and after the Effective Time.

     "Marine  Bylaws" means the bylaws of Marine in the form filed as an exhibit
to the Form 10 at the time they become effective.

     "Marine Common Stock" means the  outstanding  shares of common stock,  $.10
par value, of Marine.

     "Marine  Group"  means  Marine  and any of its  subsidiaries  and any other
subsidiary or division of any member of the RPC Group that, immediately prior to
the Effective Time, is included in the operations of the Marine Business.

     "Marine  Liabilities"  means (a)  Liabilities  of any  member of the Marine
Group  under  this  Agreement  or any  Ancillary  Agreement,  and (b)  except as
otherwise  expressly  provided in this  Agreement  or any  Ancillary  Agreement,
Liabilities  incurred in connection  with the conduct or operation of the Marine
Business or the ownership of the Chaparral Stock,  whether arising before, at or
after the Effective Time.

     "Prime  Rate" means the prime rate of interest as  determined  from time to
time by SunTrust Bank, Atlanta.

     "Record Date" means the date  designated by RPC's Board of Directors as the
record date for  determining  the  shareholders  of RPC  entitled to receive the
Distribution.



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<PAGE>

     "RPC Business"  means the business  conducted by RPC and its  subsidiaries,
joint ventures and partnerships, other than the Marine Business.

     "RPC Common Stock" means the outstanding  shares of common stock,  $.10 par
value, of RPC.

     "RPC  Group"   means  RPC  and  its   subsidiaries,   joint   ventures  and
partnerships, excluding any member of the Marine Group.

     "RPC  Liabilities"  means (i)  Liabilities  of any  member of the RPC Group
under this Agreement or any Ancillary  Agreement,  and (ii)  Liabilities,  other
than Marine  Liabilities,  incurred in connection  with the operation of the RPC
Business, whether arising before, at or after the Effective Time.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Tax"  shall  have  the  meaning  given  to such  term  in the Tax  Sharing
Agreement.

     "Tax Sharing  Agreement" means the Tax Sharing Agreement entered into at or
before the Effective Time between RPC and Marine, as amended from time to time.

     "Transition  Support  Services  Agreement"  means  the  Transition  Support
Services  Agreement  entered into at or prior to the Effective  Time between RPC
and Marine, as amended from time to time.


                                   ARTICLE II

                  REORGANIZATION; TRANSFER OF CHAPARRAL STOCK;
               ASSETS AND LIABILITIES; AND TRANSITION ARRANGEMENTS

     Section 2.01 Reorganization.  At or before the Effective Time the following
transactions shall occur:

          (a) Anchor Crane and Hoist Company, Inc., a wholly owned subsidiary of
RPC,  shall  transfer  all of its assets and  liabilities  to RPC,  in  complete
liquidation under Section 332 of the Code;

          (b)  Chaparral  will  distribute  all of the  issued  and  outstanding
capital stock of RPC Investment Company to RPC;

          (c) the RPC  Intercompany  Balance (as defined in Section  8.03 below)
shall be adjusted as provided in Section 8.03 below.

          (d) RPC shall  contribute  to Marine all of the  Chaparral  Stock,  in
exchange for a number of shares of Marine  Common Stock that when  combined with
the shares of Marine  Common  Stock then owned by RPC shall equal  approximately
____________ shares.



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<PAGE>

     Section 2.02 Assets and Liabilities. Except as otherwise expressly provided
in this Agreement or in any of the Ancillary Agreements, RPC and Marine covenant
and agree that:

          (a) Marine shall at and after the Effective  Time be  responsible  for
timely payment and discharge of all of the Marine Liabilities.

          (b) RPC shall at and  after  the  Effective  Time be  responsible  for
timely payment and discharge of all of the RPC Liabilities.

          (c) It is the  understanding of the parties hereto that as of the date
hereof and  immediately  prior to the Effective  Time,  there are and will be no
Boat Manufacturing  Business Assets that are not Assets of Chaparral,  there are
and will be no Marine  Liabilities  that are not  Liabilities of Chaparral,  and
there are and will be no Assets or Liabilities of Chaparral or Marine other than
the Boat Manufacturing  Business Assets and Marine Liabilities;  however, in the
event that any  conveyance  of an Asset or assumption of a Liability is required
to reflect this  understanding  and is not  effected at or before the  Effective
Time,  the  obligation  to transfer such Asset and assume such  Liability  shall
continue past the Effective Time and shall be accomplished as soon thereafter as
practicable.

          (d) If any Asset may not be transferred  by reason of the  requirement
to obtain the consent of any third party and such consent has not been  obtained
by the  Effective  Time,  then such Asset  shall not be  transferred  until such
consent has been obtained,  and RPC and Marine,  as the case may be, shall cause
the  owner  of such  Asset  to use all  reasonable  efforts  to  provide  to the
appropriate  member of the other  Group all the rights and  benefits  associated
with such Asset.  Both parties shall otherwise  cooperate and use all reasonable
efforts to provide the economic and  operational  equivalent of an assignment or
transfer of the Asset.

          (e) From and after the  Effective  Time,  each  party  shall  promptly
transfer  or cause the  members of its Group  promptly  to transfer to the other
party or the appropriate  member of the other party's Group,  from time to time,
any  property  received  that is an Asset of the other  party or a member of its
Group.  Without limiting the foregoing,  funds received by a member of one Group
upon the  payment of  accounts  receivable  that belong to a member of the other
Group shall be transferred to the other Group by check or wire transfer not more
than five business days after receipt of such payment.

          (f) Except as expressly  set forth in this  Agreement or any Ancillary
Agreement,  or in any instrument or document  contemplated  by this Agreement or
any Ancillary Agreement, no member of the RPC Group nor any member of the Marine
Group has made or may be deemed to have made any  representation  or warranty as
to (i) the Assets,  business or Liabilities retained,  transferred or assumed as
contemplated  hereby or  thereby,  (ii) any  consents or  approvals  required in
connection  with the  transfer  or  assumption  by such  party  of any  Asset or
Liability  contemplated  hereby or thereby,  (iii) the value or freedom from any
lien, claim, equity or other encumbrance of, or any other matter concerning, any
Assets of such party or (iv) the  absence of any  defenses or right of setoff or
freedom  from  counterclaim  with  respect  to any claim or other  Asset of such
party.  EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS  AGREEMENT OR ANY ANCILLARY
AGREEMENT, ALL ASSETS WERE, OR ARE BEING, TRANSFERRED,  OR ARE BEING RETAINED ON
AN "AS IS",  "WHERE  IS"  BASIS  AND THE  RESPECTIVE  TRANSFEREES  WILL BEAR THE
ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE  SHALL PROVE TO BE  INSUFFICIENT TO
VEST IN THE TRANSFEREE A TITLE THAT IS FREE AND CLEAR OF ANY LIEN, CLAIM, EQUITY
OR OTHER  ENCUMBRANCE.



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<PAGE>

     Section 2.03 Ancillary Agreements. At or before the Effective Time, RPC and
Marine will execute and deliver:

          (a) A duly executed Employee Benefits Agreement;

          (b) A duly executed Tax Sharing Agreement;

          (c) A duly executed Transition Support Services Agreement; and

          (d) Such other  agreements,  leases,  documents or  instruments as the
parties may agree are  necessary  or  desirable in order to achieve the purposes
hereof.

     Section 2.04 Issuance of Marine Common Stock.  At the Effective Time and in
exchange for the transfer by RPC to Marine of the Chaparral Stock as provided in
this Agreement,  Marine will issue and deliver to RPC a certificate representing
____________ shares,  which, together with the 100 shares of Marine Common Stock
initially  issued to RPC will  constitute  all the shares to be  distributed  as
provided in Section 3.03 below.

     Section 2.05 Resignations. Prior to the Effective Time, Marine will deliver
or cause to be delivered to RPC the  resignation,  effective as of the Effective
Time, of James A. Lane, Jr. as a director and Executive Vice President of RPC.

     Section 2.06 Insurance.

          (a) If the  Distribution  occurs,  Marine will use its best efforts to
procure and maintain  directors' and officers'  liability  insurance coverage in
commercially  reasonable  amounts consistent with industry practice with respect
to directors and officers of RPC who will become  directors and officers  within
the Marine  Group as of the  Distribution  Date for acts of such  directors  and
officers  as  members  within the Marine  Group for  periods  from and after the
Distribution Date.

          (b) If the  Distribution  occurs,  RPC will use its  best  efforts  to
maintain  directors' and officers'  liability insurance coverage in commercially
reasonable  amounts consistent with industry practice for a period of five years
from the Distribution Date with respect to the directors and officers of RPC who
will become  directors  and  officers  of members of the Marine  Group as of the
Distribution  Date for acts of such directors and officers as members of the RPC
Group during periods prior to the Distribution Date.

                                   ARTICLE III

                                THE DISTRIBUTION

     Section 3.01 Cooperation Prior to the Distribution.



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<PAGE>

          (a) RPC and Marine shall prepare, and Marine shall mail to the holders
of  RPC  Common  Stock,  the  Information  Statement,   which  shall  set  forth
appropriate  disclosures  concerning  Marine,  the  Distribution  and any  other
appropriate matters.

          (b) RPC shall, as the sole shareholder of Marine,  approve, and Marine
shall adopt,  the Marine  employee  benefit plans  contemplated  by the Employee
Benefits Agreement and RPC and Marine shall cooperate in preparing,  filing with
the  Commission  under the  Securities  Act or the  Exchange  Act and causing to
become  effective any  registration  statements  or amendments  thereto that are
appropriate  to reflect  the  establishment  of or  amendments  to any  employee
benefit plan of Marine contemplated by the Employee Benefits Agreement.

          (c) RPC and Marine  shall take all such action as may be  necessary or
appropriate  under the securities or blue sky laws of states or other  political
subdivisions  of  the  United  States  in  connection   with  the   transactions
contemplated by this Agreement or any Ancillary Agreement.

          (d) Marine shall prepare, file and use its best efforts to cause to be
approved prior to the Record Date, the application to permit listing, subject to
official  notice of issuance,  of the Marine Common Stock on the American  Stock
Exchange or such other  quotation  system as the Marine Board of Directors shall
deem appropriate.

          (e) RPC shall use its best  efforts to cause the RPC  Common  Stock to
remain listed on the New York Stock Exchange.

     Section 3.02 RPC Board Action;  Conditions  Precedent to the  Distribution.
RPC's Board of Directors,  or a duly appointed committee thereof,  shall, in its
sole  discretion,  establish the Record Date and the  Distribution  Date and any
appropriate  procedures in connection with the  Distribution.  In no event shall
the  Distribution  occur  unless  the  following   conditions  shall  have  been
satisfied:

          (a) all necessary regulatory approvals shall have been received;

          (b) the Form 10 shall have become effective under the Exchange Act;

          (c) the Marine Board of Directors, as named in the Form 10, shall have
been elected by RPC as sole  shareholder of Marine,  and the Marine Bylaws shall
have been adopted and be in effect;

          (d) the Marine  Common  Stock shall have been  approved for listing on
the American Stock  Exchange,  subject to official  notice of issuance,  or such
other quotation system as the Marine Board of Directors shall deem appropriate;

          (e) the RPC Common  Stock  shall  remain  listed on the New York Stock
Exchange,  or shall be listed on such other quotation system as the RPC Board of
Directors shall deem appropriate.

          (f) the Information  Statement  forming part of the Form 10 referenced
above  shall  have been  mailed to all  stockholders  of RPC of record as of the
Record Date; and



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<PAGE>

          (g) no order,  injunction  or decree  issued by any court of competent
jurisdiction or other legal restraint or prohibition preventing  consummation of
the Distribution shall be in effect.

     Section 3.03 The Distribution.  On or before the Distribution Date, subject
to  satisfaction  or waiver of the conditions set forth in this  Agreement,  RPC
shall  deliver  to  the   Distribution   Agent  a  certificate  or  certificates
representing all of the then  outstanding  shares of Marine Common Stock held by
RPC,  endorsed in blank,  and shall instruct the Distribution  Agent,  except as
otherwise  provided in Section  3.04,  to distribute to each holder of record of
RPC Common  Stock on the Record Date one share of Marine  Common  Stock for each
two  shares  of RPC  Common  Stock so held  either  by  crediting  the  holder's
brokerage  account or by delivering a certificate or  certificates  representing
such  shares.  Marine  agrees to provide all  certificates  for shares of Marine
Common Stock that the  Distribution  Agent shall  require in order to effect the
Distribution.

     Section 3.04 Fractional Shares. The Distribution Agent shall not distribute
any  fractional  share of Marine  Common  Stock.  The  Distribution  Agent shall
aggregate all such  fractional  shares and sell them in an orderly  manner after
the  Distribution  Date in the open market and, after  completion of such sales,
distribute a pro rata portion of the  proceeds  from such sales,  based upon the
average gross  selling  price of all such Marine  Common Stock,  less a pro rata
portion of the aggregate  brokerage  commissions payable in connection with such
sales,  to each holder of RPC Common Stock who would  otherwise  have received a
fractional share of Marine Common Stock in the Distribution.

                                   ARTICLE IV

                                 INDEMNIFICATION

     Section 4.01 Marine  Indemnification  of the RPC Group. If the Distribution
occurs, on and after the Effective Time, Marine shall indemnify, defend and hold
harmless each member of the RPC Group, and each of their  respective  directors,
officers,  employees and agents (the "RPC Indemnitees") from and against any and
all Indemnifiable  Losses incurred or suffered by any of the RPC Indemnitees and
arising out of, or due to, (a) the failure of Marine or any member of the Marine
Group to pay, perform or otherwise discharge,  any of the Marine Liabilities and
(b) any untrue  statement  or alleged  untrue  statement  of any  material  fact
contained  in the  preliminary  or  final  Form  10,  the  preliminary  or final
Information  Statement or any amendment or supplement thereto or the omission or
alleged  omission to state therein a material fact required to be stated therein
or  necessary  to make the  statements  therein not  misleading  (other than the
information provided by RPC for use therein).

     Section  4.02 RPC  Indemnification  of Marine  Group.  If the  Distribution
occurs,  on and after the Effective Time, RPC shall  indemnify,  defend and hold
harmless each member of the Marine Group and each of 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  and arising out of, or due to, (a) the failure of RPC or any member
of the  RPC  Group  to  pay,  perform  or  otherwise  discharge,  any of the RPC
Liabilities  and (b) any untrue  statement  or alleged  untrue  statement of any


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<PAGE>

material fact contained in the  preliminary or final Form 10, the preliminary or
final  Information  Statement  or any  amendment  or  supplement  thereto or the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading based
on information provided by RPC for use therein.

     Section 4.03 General Mutual  Indemnity.  RPC and Marine shall indemnify and
hold each other harmless from and against any Indemnifiable Losses, which may be
imposed or incurred as a result of  litigation in which RPC or Marine is a party
by  virtue  of their  prior  corporate  affiliation  and not as a  result  of or
attributable to the indemnified  party's fault or participation.  RPC and Marine
shall  promptly  notify each other,  as the case may be, of the existence of any
claim  against the other as a result of the  aforesaid  circumstances  and shall
give the indemnifying party reasonable  opportunity to defend such litigation at
such party's  expense and with counsel of its own  selection;  in which case the
indemnifying  party  shall have the right  reasonably  to control the defense or
settlement of such claim, provided that the indemnified party shall at all times
have the right to fully  participate in such defense at its own expense.  If the
indemnifying  party shall,  within a reasonable time after such notice,  fail to
defend,  the indemnified  party shall have the right (but not the obligation) at
the expense  (including  reasonable legal fees and expenses) of the indemnifying
party,  to  undertake  the defense of and to  compromise  or settle,  exercising
reasonable business judgment, such litigation on behalf, for the account, and at
the risk of the indemnifying party. In the event of such litigation,  each party
shall make  available  all  information  and  assistance  as the other party may
reasonably request.

     Section 4.04 Insurance and Third Party Obligations. No insurer or any other
third party shall be, by virtue of the foregoing indemnification  provisions (a)
entitled to a benefit it would not be entitled to receive in the absence of such
provisions,  (b) relieved of the responsibility to pay any claims to which it is
obligated,  or (c)  entitled  to any  subrogation  rights  with  respect  to any
obligation hereunder.

                                    ARTICLE V

                           INDEMNIFICATION PROCEDURES

     Section 5.01 Notice and Payment of Claims.  If any RPC Indemnitee or Marine
Indemnitee (the "Indemnified Party") determines that it is or may be entitled to
indemnification  by a party (the  "Indemnifying  Party") under Article IV (other
than in  connection  with any  Action or claim  subject to  Section  5.02),  the
Indemnified  Party  shall  deliver to the  Indemnifying  Party a written  notice
specifying,  to the extent reasonably  practicable,  the basis for its claim for
indemnification  and the  amount  for which  the  Indemnified  Party  reasonably
believes it is entitled to be indemnified.  After the  Indemnifying  Party shall
have been so  notified,  the  Indemnifying  Party  shall,  within 30 days  after
receipt of such notice,  pay the Indemnified  Party such amount in cash or other
immediately available funds (or reach agreement with the Indemnified Party as to
a mutually agreeable alternative payment schedule) unless the Indemnifying Party
objects  to  the  claim  for  indemnification  or  the  amount  thereof.  If the
Indemnifying  Party does not give the Indemnified Party written notice objecting
to such claim and  setting  forth the  grounds  therefor  within the same 30 day
period,  the  Indemnifying  Party  shall  be  deemed  to have  acknowledged  its
liability for such claim and the  Indemnified  Party may exercise any and all of
its rights under  applicable  law to collect such amount.  Any amount owed under
this  Section  5.01 that is not paid within such 30 day period,  or is otherwise


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<PAGE>

past due,  shall bear  interest at a simple rate of interest  per annum equal to
the Prime Rate plus 2%.

     Section 5.02 Notice and Defense of Third Party Claims.  Promptly  following
the earlier of (a) receipt of notice of the commencement by a third party of any
Action against or otherwise  involving any  Indemnified  Party or (b) receipt of
information  from a third party  alleging the  existence  of a claim  against an
Indemnified Party, in either case with respect to which  indemnification  may be
sought pursuant to this Agreement (a "Third Party Claim"), the Indemnified Party
shall give the  Indemnifying  Party written notice  thereof.  The failure of the
Indemnified  Party to give  notice as provided  in this  Section  5.02 shall not
relieve the Indemnifying  Party of its obligations under this Agreement,  except
to the extent that the Indemnifying  Party is prejudiced by such failure to give
notice.  Within 30 days after  receipt of such notice,  the  Indemnifying  Party
shall by giving written notice thereof to the Indemnified Party (a) acknowledge,
as between the parties  hereto,  liability for, and at its option  assumption of
the defense of such Third Party Claim at its sole cost and expense or (b) object
to the  claim of  indemnification  set  forth  in the  notice  delivered  by the
Indemnified  Party  pursuant to the first  sentence of this Section 5.02 setting
forth the grounds  therefor;  provided that if the  Indemnifying  Party does not
within  the  same 30 day  period  give  the  Indemnified  Party  written  notice
acknowledging  liability and electing to assume the defense or objecting to such
claim and setting forth the grounds  therefor,  the Indemnifying  Party shall be
deemed to have acknowledged, as between the parties hereto, its liability to the
Indemnified Party for such Third Party Claim. Any contest of a Third Party Claim
as to which the  Indemnifying  Party has elected to assume the defense  shall be
conducted  by  attorneys  employed  by the  Indemnifying  Party  and  reasonably
satisfactory to the Indemnified Party; provided that the Indemnified Party shall
have the right to  participate  in such  proceedings  and to be  represented  by
attorneys of its own choosing at the Indemnified  Party's sole cost and expense.
If the  Indemnifying  Party  assumes  the defense of a Third  Party  Claim,  the
Indemnifying  Party may settle or compromise the claim without the prior written
consent of the Indemnified  Party;  provided that the Indemnifying Party may not
agree to any such settlement pursuant to which any remedy or relief,  other than
monetary  damages  for  which  the  Indemnifying   Party  shall  be  responsible
hereunder,  shall be applied to or against the  Indemnified  Party,  without the
prior  written  consent of the  Indemnified  Party,  which  consent shall not be
unreasonably  withheld. If the Indemnifying Party does not assume the defense of
a Third Party Claim for which it has acknowledged  liability for indemnification
under Article IV, the Indemnified  Party may require the  Indemnifying  Party to
reimburse it on a current basis for its  reasonable  expenses of  investigation,
reasonable  attorney's fees and reasonable  out-of-pocket  expenses  incurred in
defending  against  such Third Party Claim and the  Indemnifying  Party shall be
bound by the result  obtained  with respect  thereto by the  Indemnified  Party;
provided  that the  Indemnifying  Party  shall not be liable for any  settlement
effected without its consent,  which consent shall not be unreasonably withheld.
The Indemnifying Party shall pay to the Indemnified Party in cash the amount for
which the  Indemnified  Party is entitled to be  indemnified  (if any) within 15
days after the final  resolution of such Third Party Claim (whether by the final
nonappealable judgment of a court of competent  jurisdiction or otherwise),  or,
in the case of any Third Party Claim as to which the Indemnifying  Party has not
acknowledged liability, within 15 days after such Indemnifying Party's objection
has been resolved by settlement,  compromise or the final nonappealable judgment
of a court of competent jurisdiction.



                                       10
<PAGE>

                                   ARTICLE VI

                                EMPLOYEE MATTERS

     Section  6.01  Employee  Benefits  Agreement.  All  matters  relating to or
arising out of any employee  benefit,  compensation  or welfare  arrangement  in
respect of any employee of Marine or Chaparral shall be governed by the Employee
Benefits  Agreement.  In the event of any  inconsistency  between  the  Employee
Benefits  Agreement,  this  Agreement  or any  other  Ancillary  Agreement,  the
Employee Benefits Agreement shall govern.

     Section 6.02 Dual Employees. Several current executive officers of RPC will
be executive  officers of both RPC and Marine immediately after the Distribution
Date.  Two-thirds of each such executive  officer's RPC options and  performance
restricted  stock  awards  that have not been earned and issued into escrow will
remain  subject  to the RPC  1994  Employee  Stock  Incentive  Plan  and will be
adjusted as provided in the Employee Benefits  Agreement,  and one-third of such
options  and awards will be replaced  with  options and awards  under the Marine
2001  Employee  Stock  Incentive  Plan  as  provided  in the  Employee  Benefits
Agreement.

                                   ARTICLE VII

                                   TAX MATTERS

     Section 7.01 Tax Sharing Agreement.  All matters relating to Taxes shall be
governed  exclusively  by  the  Tax  Sharing  Agreement.  In  the  event  of any
inconsistency  between the Tax Sharing  Agreement,  this  Agreement or any other
Ancillary Agreement, the Tax Sharing Agreement shall govern.

                                  ARTICLE VIII

                               ACCOUNTING MATTERS

     Section 8.01  Allocation of Prepaid  Items and Reserves.  All prepaid items
and reserves that have been  maintained by RPC on a consolidated  basis but that
relate in part to Assets or Liabilities  of Chaparral or the Boat  Manufacturing
Business  shall be allocated  between RPC and Marine as determined by RPC in its
reasonable discretion.

     Section 8.02 Accounting  Treatment.  The transfer by RPC of Chaparral Stock
and any other Boat  Manufacturing  Business  Assets to Marine  pursuant  to this
Agreement shall constitute a capital contribution by RPC to Marine.

     Section  8.03  Fifteen  Million  Dollar Cash  Balance and  Cancellation  of
Intercompany  Accounts. As used herein, "RPC Intercompany Balance" means the net
intercompany  account  balance payable by members of the RPC Group to members of
the Marine Group as of the Effective Time. On or before the  Distribution  Date,
RPC shall  prepare  and  deliver  to  Marine a  preliminary  Boat  Manufacturing
Business  balance  sheet which shall set forth a good faith  estimate of the RPC
Intercompany  Balance as of the Effective  Time.  On or before the  Distribution


                                       11
<PAGE>

Date, RPC shall pay to Marine that portion of the RPC Intercompany Balance equal
to (i) $15 million less (ii) the amount of cash or cash equivalents shown on the
preliminary Boat Manufacturing  Business balance sheet as an asset of the Marine
Group (the "Preliminary Payment Amount"). Within thirty (30) business days after
the  Effective  Time,  RPC shall  prepare  and  deliver  to Marine a final  Boat
Manufacturing Business balance sheet which shall set forth the final calculation
of the RPC Intercompany  Balance and a calculation of an amount equal to (i) $15
million less (ii) the amount of cash or cash equivalents shown on the final Boat
Manufacturing  Business  balance  sheet  as an asset of the  Marine  Group  (the
"Definitive  Payment Amount") as of the Effective Time. Within ten (10) business
days after the delivery of the final Boat Manufacturing  Business balance sheet,
RPC shall pay to Marine  any  amount  by which  the  Definitive  Payment  Amount
exceeds the Preliminary Payment Amount (or Marine shall pay to RPC any amount by
which the Preliminary  Payment Amount exceeds the Definitive  Payment Amount, as
the case may be). All amounts paid by RPC to Marine  hereunder shall be credited
against the RPC  Intercompany  Balance on Marine's  balance  sheet (and  debited
against RPC's balance  sheet).  Any  remaining RPC  Intercompany  Balance on the
books of Marine  and RPC in excess of all such  amounts so paid by RPC to Marine
hereunder  shall be cancelled  by Marine and RPC. Any disputes  arising from the
adjustments  required by the final Boat  Manufacturing  Business  balance  sheet
shall be resolved in accordance with Section 12.10 hereof.

                                   ARTICLE IX

                               TRANSITION SUPPORT

     Section 9.01 Transition Support Services Agreement. All matters relating to
the provision of support services by the RPC Group to the Marine Group after the
Effective Time shall be governed  exclusively by the Transition Support Services
Agreement.  In the event of any  inconsistency  between the  Transition  Support
Agreement,  this  Agreement or any other  Ancillary  Agreement,  the  Transition
Support Services Agreement shall govern.

                                    ARTICLE X

                                   INFORMATION

     Section  10.01  Provision  of  Corporate  Records.  As soon as  practicable
following  the  Effective  Time,  RPC and  Marine  shall  each  arrange  for the
provision to the other of existing corporate documents (e.g. minute books, stock
registers,  stock  certificates,  documents  of title,  contracts,  etc.) in its
possession  relating  to the other or its  business  and affairs or to any other
entity that is part of such  other's  respective  Group or to the  business  and
affairs of such other entity.

     Section 10.02 Access to Information. From and after the Effective Time, RPC
and Marine  shall each afford the other and its  accountants,  counsel and other
designated representatives reasonable access (including using reasonable efforts
to give  access to  persons or firms  possessing  information)  and  duplicating
rights  during  normal  business  hours  to  all  records,   books,   contracts,
instruments,  computer  data and other data and  information  in its  possession
relating  to the  business  and  affairs  of the  other or a member of its Group


                                       12
<PAGE>

(other  than  data  and  information  subject  to an  attorney/client  or  other
privilege),  insofar  as  such  access  is  reasonably  required  by  the  other
including, without limitation, for audit, accounting and litigation purposes.

     Section  10.03  Litigation  Cooperation.  RPC and  Marine  shall  each  use
reasonable  efforts to make available to the other,  upon written  request,  its
officers,  directors,   employees  and  agents,  and  the  officers,  directors,
employees and agents of its  subsidiaries,  as witnesses to the extent that such
persons may reasonably be required in connection with any legal,  administrative
or other proceedings  arising out of the business of the other, or of any entity
that is part of the others'  respective  Group,  prior to the Effective  Time in
which the requesting  party or one of its  subsidiaries may from time to time be
involved.

     Section 10.04 Retention of Records.  Except as otherwise required by law or
agreed to in writing, each party shall, and shall cause the members of its Group
to, retain all information  relating to the other's  business in accordance with
the past practice of such party. Notwithstanding the foregoing, either party may
destroy or otherwise  dispose of any  information at any time in accordance with
the corporate record  retention policy  maintained by such party with respect to
its own records.

     Section  10.05  Confidentiality.  Each party  shall,  and shall  cause each
member of its Group to,  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 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  10.05 and be bound by them.  Each  party  shall be
deemed  to  have  satisfied  its  obligation  to hold  confidential  information
concerning  or supplied by the other party if it  exercises  the same care as it
takes to preserve confidentiality for its own similar information.

                                   ARTICLE XI

                              INTEREST ON PAYMENTS

     Section  11.01  Interest.  Except as otherwise  expressly  provided in this
Agreement  or an  Ancillary  Agreement,  all  payments by one party to the other
under this Agreement or any Ancillary  Agreement shall be paid, by check or wire
transfer  of  immediately  available  funds to an account  in the United  States
designated by the recipient, within 30 days after receipt of an invoice or other
written  request  for  payment  setting  forth  the  specific  amount  due and a
description of the basis  therefor in reasonable  detail.  Any amount  remaining
unpaid  beyond its due date,  including  disputed  amounts  that are  ultimately
determined to be payable,  shall bear interest at a rate of simple  interest per
annum equal to the Prime Rate plus 2%.



                                       13
<PAGE>

                                   ARTICLE XII

                                  MISCELLANEOUS

     Section 12.01 Expenses.  Except as specifically  provided in this Agreement
or any  Ancillary  Agreement  and except as to salaries of any persons who as of
the Effective Time are employees of both RPC and Marine,  all costs and expenses
incurred  prior  to the  Effective  Time in  connection  with  the  preparation,
execution,  delivery and  implementation  of this  Agreement  and the  Ancillary
Agreements and with the  consummation of the  transactions  contemplated by this
Agreement   (including   transfer  taxes  and  the  fees  and  expenses  of  the
Distribution  Agent and of all  counsel,  accountants  and  financial  and other
advisors)  shall  be paid by RPC and all such  costs  incurred  at or after  the
Effective Time shall be paid by the party incurring such costs.

     Section 12.02 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:

         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



                                       14
<PAGE>

Either party may, by written  notice  delivered to the other party in accordance
with this  Section  12.02,  change the  address to which  delivery of any notice
shall thereafter be made.

     Section 12.03  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.

     Section 12.04 Entire Agreement. This Agreement, together with the Ancillary
Agreements,  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 Ancillary Agreement, the provisions of such Ancillary
Agreement shall prevail with respect to the subject matter hereof.

     Section 12.05 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
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  members of the RPC Group and the Marine  Group and
the RPC Indemnitees and Marine Indemnitees under Articles IV and V hereof.

     Section 12.06 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  encumbrance  on an  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 Group
or the business thereof.

     Section 12.07 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.



                                       15
<PAGE>

     Section  12.08   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.

     Section 12.09  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.

     Section 12.10 Disputes.

          (a) All disputes  arising from or in  connection  with this  Agreement
including, without limitation, any arising from Articles IV or V hereof, whether
based on contract,  tort, statute or otherwise,  including,  but not limited to,
disputes in connection with claims by third parties (collectively,  "Disputes"),
shall be resolved only in accordance  with the provisions of this Section 12.10;
provided,  however,  that nothing  contained  herein shall preclude either party
from  seeking  or  obtaining  (i)  injunctive  relief  to  prevent  an actual or
threatened breach of any of the provisions of this Agreement,  or (ii) equitable
or other judicial  relief to enforce the provisions of this Section 12.10 hereof
or to preserve the status quo pending resolution of Disputes hereunder.

          (b)  Either  party  may give the  other  party  written  notice of any
Dispute not  resolved  in the normal  course of  business.  Within 10 days after
delivery of the notice of a Dispute,  the  receiving  party shall  submit to the
other a written response.  The notice and the response shall include a statement
of such party's position and a summary of arguments supporting that position and
the name and title of the  executive  who will  represent  that party and of any
other person who will accompany such executive in resolving the Dispute.  Within
twenty (20) days after  delivery of the first  notice,  the  executives  of both
parties shall meet at a mutually  acceptable  time and place,  and thereafter as
often as they reasonably  deem  necessary,  and shall negotiate in good faith to
attempt to resolve the Dispute.  All reasonable requests for information made by
one party to the other will be honored.

          (c) If the Dispute has not been resolved by  negotiation  within sixty
(60) days of the first party's  notice,  the Dispute  shall be  submitted,  upon
application of either party, for resolution by binding arbitration in accordance
with the Commercial  Arbitration Rules of the American  Arbitration  Association
(the "Rules").  Arbitration shall be by a single  arbitrator  experienced in the
matters that are at issue in the Dispute,  which arbitrator shall be selected by
the parties in accordance with the Rules. The arbitration  shall be conducted in
Atlanta,  Georgia.  The decision of the arbitrator shall be final and binding as
to all matters at issue in the Dispute;  provided,  however,  if necessary  such
decision may be enforced by either party in any court of law having jurisdiction
over the parties or the subject  matter of the  Dispute.  Unless the  arbitrator
shall assess the costs and  expenses of the  arbitration  proceeding  and of the
parties  differently,  each party shall pay its costs and  expenses  incurred in
connection  with the arbitration  proceeding,  and the costs and expenses of the
arbitrator shall be shared equally by the parties.



                                       16
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement as of the day and year first above written.

                                   RPC, INC.,
                                   a Delaware corporation


                                   By: _______________________________
                                   Name:______________________________
                                   Its:_______________________________



                                   MARINE PRODUCTS CORPORATION,
                                   a Delaware corporation

                                   By:_______________________________
                                   Name: ____________________________
                                   Its:______________________________

                                       17
<PAGE>