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EXHIBIT 10.1


                          MARINE PRODUCTS CORPORATION

                        INCENTIVE STOCK OPTION AGREEMENT

INCENTIVE STOCK OPTION AGREEMENT made as of the day of __________, 2___ (the
"Grant Date"), between Marine Products Corporation, a Delaware corporation
(hereinafter called the "Company"), and ((FNAME)) ((LNAME)), an employee of the
Company or one or more of its subsidiaries (hereinafter called the "Employee").

WHEREAS, the Company desires to afford the Employee an opportunity to purchase
shares of its Common Stock, par value $0.10 per share (hereinafter called the
"Common Stock"), pursuant to the terms and provisions of the Company's 2004
Employee Stock Incentive Plan (hereinafter called the "Plan"), as hereinafter
provided.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and Employee's employment by the Company, the parties hereto agree as follows:

        THE PLAN. This Option Agreement is made pursuant to and in accordance
with the terms and provisions of the Plan. Anything in this Option Agreement to
the contrary notwithstanding, the terms and provisions of the Plan, all of which
are hereby incorporated herein by reference, shall be controlling in the event
of any inconsistency herewith.

        1.      GRANT OF OPTION. The Company hereby irrevocably grants to the
                Employee the right and option (hereinafter called the "Option"),
                to purchase all or any part of an aggregate of _______ shares of
                Common Stock (subject to adjustment as provided in Paragraph 8
                hereof), on the terms and conditions hereinafter set forth.

        2.      PURCHASE PRICE. The purchase price of the shares of Common Stock
                covered by the Option shall be $______ per share, which amount
                is at least 100% of fair market value of such shares at the date
                hereof, determined in accordance with the Plan, or 110% of such
                value if Employee owns more than 10% of the voting stock of the
                Company, calculated pursuant to applicable IRS regulations.

        3.      VESTING. No portion of the Option shall be exercisable prior to
                _____________; beginning on such date, the Option shall become
                exercisable as follows:

                        With respect to __ shares, on or after ______________;

                        With respect to __ shares, on or after ______________;

                        With respect to __ shares, on or after ______________;

                        With respect to __ shares, on or after ______________;
                        and,

                        With respect to __ shares, on or after ______________.

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        4.      TERM OF OPTION. To the extent vested pursuant to Section 3, each
                portion of the Option shall remain exercisable through the
                period ending ten (10) years after the date of the grant,
                subject to earlier termination as provided in Section 7 hereof.

        5.      ADMINISTRATION. Unless administration of the Plan is assumed by
                the Board of Directors of the Company, the Plan shall be
                administered by a committee of the Board of Directors of the
                Company constituted in accordance with the Plan, (hereinafter
                referred to as the "Committee".) The Committee is authorized and
                empowered to administer and interpret the Plan and this Option
                Agreement. Any interpretations of this Option Agreement or of
                the Plan made by the Committee shall be final and binding upon
                the parties hereto.

        6.      NON-TRANSFERABILITY. The Option shall not be assignable or
                transferable except by will or by the laws of descent and
                distribution and shall not be subject to execution, attachment
                or other process. Except as set forth in the Plan, during the
                lifetime of the Employee, the Option shall be exercisable only
                by the Employee. After the death of the Employee, the Option may
                be exercised prior to its termination as set forth in Section
                7(b) hereof. Employee hereby agrees to retain ownership of, and
                to refrain from transferring, all shares of Common Stock
                obtained upon exercise of the Option for a period of twelve
                months after the date on which such Common Stock is obtained
                pursuant to the exercise of the Option; provided, however, that
                such twelve month transfer restriction shall be rescinded and
                shall no longer have any applicability following Employee's
                death, Normal Retirement (as defined in the Plan) or permanent
                Disability (as defined in the Plan). The Company may, at its
                discretion, place a legend to such effect on the certificates
                representing the shares of Common Stock obtained upon exercise
                of the option and issue appropriate stop transfer instructions
                to the Company's transfer agent.

        7.      TERMINATION. The Option may not be exercised by the Employee
                unless he/she, at the time of the exercise, shall have been in
                the continuous employ of the Company or a subsidiary thereof, in
                a position of equivalent or greater responsibility as on the
                Grant Date, except as follows:

                (a)     If, prior to the expiration of the Option, Employee's
                        employment terminates by reason of permanent Disability
                        (as defined in the Plan), Employee or his/her guardian
                        may exercise the Option through the earlier of (i) such
                        date of expiration, or (ii) one year after the date of
                        termination of employment, to the extent that the Option
                        was exercisable at the date of termination of
                        employment.

                (b)     If Employee dies while in the employ of the Company or a
                        subsidiary without having fully exercised the Option,
                        the Option may be exercised prior to its expiration and
                        within six (6) months of the date of death, to the
                        extent the Option was exercisable at the date of death,
                        by the legal


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                        representative of the estate or by the legatee of the
                        Employee under the Employee's will.

                (c)     If, prior to the expiration of the Option, Employee's
                        employment terminates by reason of Normal or Early
                        Retirement (as defined in the Plan), Employee may
                        exercise the Option through the earlier of (i) such date
                        of expiration, or (ii) one day less than three months
                        after the Retirement date, to the extent the Option was
                        exercisable at such Retirement date.

                The termination of employment of an Employee for any reason
                shall not accelerate or otherwise affect the number of shares
                with respect to which the Option may be exercised.

        8.      CHANGE IN CAPITALIZATION. In the event of any merger,
                reorganization, consolidation, recapitalization, stock
                dividends, stock split or other changes in corporate structure
                affecting the Common Stock, such substitution or adjustment
                shall be made in the number and option price of shares subject
                to this Option as may be determined to be appropriate by the
                Committee, in its sole discretion. To the extent that the
                foregoing adjustments relate to stock or securities of the
                Company, such adjustments shall be made by the Board of
                Directors, whose determination in that respect shall be final,
                binding and conclusive. The Committee need not treat other
                optionees and/or options in the same manner as Employee and the
                Option are treated. In no case shall the Company be required to
                sell a fractional share of Common Stock, and the total
                adjustment as set forth above shall be limited accordingly.

        9.      METHOD OF EXERCISING THE OPTION. Subject to the vesting
                provisions of Section 3 hereof, the Employee may exercise the
                Option in full or in part by written notice to the Company,
                delivered in person to the Treasurer of the Company or mailed,
                by registered mail, return receipt requested, to the Company's
                principal office at Atlanta, Georgia, attention of the Treasurer
                of the Company; provided, however, that if exercised in part,
                the Option may not be exercised for fewer than 100 shares,
                unless the remaining balance of the Option is less than 100
                shares, in which case the Option may be exercised for the
                remaining balance. The written notice shall state the Employee's
                intention to exercise the Option and the number of shares in
                respect to which it is being exercised and shall be signed by
                the Employee or a legatee or personal representative of the
                Employee, as applicable. Such notice shall be accompanied by
                payment of the full purchase price of the shares, and
                instructions shall be given as to the address to which the stock
                certificates shall be mailed. The purchase price for the shares
                as to which the Option shall be exercised from time to time
                shall be paid in full in cash and/or unrestricted shares of
                Common Stock already owned by the optionee for a period of at
                least six months, based, in each case, on the Fair Market Value
                (as defined in the Plan) of the shares on the date the Option is
                exercised, unless it


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                shall be determined by the Committee, at any time hereafter, in
                its sole discretion, that unrestricted shares of Common Stock
                are not a permissible form of payment with respect to the
                Option. No shares may be purchased if the Employee is not at the
                time of exercise in the employ of the Company, or a subsidiary,
                except as provided in Section 7.

        10.     REQUIREMENT OF LAW. If any law, regulation of the Securities and
                Exchange Commission, or any regulation of any other commission
                or agency having jurisdiction shall require the Company or the
                Employee to take any action with respect to the shares of Common
                Stock acquired by the exercise of the Option, then the date upon
                which the Company shall deliver or cause to be delivered the
                certificate or certificates for the shares of Common Stock shall
                be postponed until full compliance has been made with all such
                requirements or law or regulations. Further, at or before the
                time of the delivery of the shares with respect to which
                exercise of the Option has been made, the Employee shall, if
                requested by the Company, deliver to the Company his/her written
                statement that he/she intends to hold the shares so acquired by
                him on exercise of the Option for investment and not with a view
                to resale or other distribution thereof to the public. Further,
                in the event the Company shall determine that, in compliance
                with the Securities Act of 1933, as amended, or other applicable
                statute or regulation, it is necessary to register any of the
                shares of Common Stock with respect to which an exercise of the
                Option has been made, or to qualify any such shares for
                exemption from any of the requirements of the Securities Act of
                1933, as amended, or other applicable statute or regulations,
                then the Company shall take such action at its own expense, but
                not until such action has been completed shall the Option shares
                be delivered to the Employee.

        11.     NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to
                grant Employee the right to continued employment with the
                Company, to limit or restrict the right of the Company or any of
                its subsidiaries to terminate an Employee's employment at any
                time, with or without cause, or to increase or decrease the
                compensation of the Employee from the rate in existence at the
                date hereof.

        12.     INCENTIVE STOCK OPTION. The Option granted hereunder has been
                designated as an "Incentive Stock Option" pursuant to Section
                422 of the Code (as defined in the Plan); provided, however,
                that to the extent that the Option fails for any reason to
                comply with the provisions of Section 422, it shall be treated
                as a Non-Qualified Stock Option (as defined in the Plan). The
                Company shall have no liability whatsoever to Employee in the
                event the Option fails for any reason to satisfy the
                requirements for Incentive Stock Options set forth in Section
                422.

        13.     GOVERNING LAW. This Agreement and all awards made and actions
                taken hereunder shall be governed by and construed in accordance
                with the Delaware


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                General Corporation Law, to the extent applicable, and in
                accordance with the laws of the State of Georgia in all other
                respects.

IN WITNESS WHEREOF, the Company has caused this Incentive Stock Option Agreement
to be duly executed by an authorized officer, and the Employee has hereunto set
his/her hand, all as of the day and year first above written.



                                         Marine Products Corporation

                                         By:____________________________________
                                         Its: President



                                         _______________________________________
                                         Name


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