TAX SHARING AGREEMENT


     THIS TAX SHARING AGREEMENT ("Agreement") is entered into as of the 12th day
of   February,   2001  by  and  between  RPC,   INC.,  a  Delaware   corporation
("Distributing  Co."), and MARINE PRODUCTS  CORPORATION,  a Delaware corporation
("Controlled   Co.")   (Distributing   Co.  and  Controlled  Co.  are  sometimes
collectively  referred to herein as the "Companies").  Capitalized terms used in
this Agreement are defined in Section 1 below. Unless otherwise  indicated,  all
"Section" references in this Agreement are to sections of this Agreement.

                             PRELIMINARY STATEMENTS

     A. As of the date  hereof,  Distributing  Co.  is the  common  parent of an
affiliated group of corporations, including Controlled Co., which has elected to
file consolidated Federal income tax returns.

     B. Incident to the distribution of Controlled Co. by Distributing  Co., the
Companies  have  entered into an Agreement  Regarding  Distribution  and Plan of
Reorganization (the "Distribution Agreement").

     C. The Distribution Agreement sets forth corporate transactions pursuant to
which  Distributing  Co.,  subject  to the  satisfaction  of  certain  terms and
conditions,  will  distribute all of the capital stock of Controlled Co. held by
Distributing Co. to Distributing Co.'s shareholders in a transaction intended to
qualify as a tax-free  distribution  to  Distributing  Co. and its  shareholders
under Section 355 of the Code and pursuant to a Private  Letter Ruling issued by
the  Internal  Revenue  Service  dated  May  18,  2000  (the  "Letter  Ruling").

     D. As a result of the  Distribution,  Controlled  Co. and its  subsidiaries
will cease to be members of the affiliated  group of which  Distributing  Co. is
the common parent (the "Distribution Closing Date").

     E. The  Companies  desire  to  provide  for and agree  upon the  allocation
between the parties of  liabilities  for Taxes arising prior to, as a result of,
and subsequent to the transactions  contemplated by the Distribution  Agreement,
and to provide for and agree upon other matters relating to Taxes.

                                    AGREEMENT

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

     1.  DEFINITION  OF TERMS.  For purposes of this  Agreement  (including  the
recitals hereof), the following terms have the following meanings:


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     "Accounting Cutoff Date" means, with respect to Controlled Co., any date as
of the end of which there is a closing of the financial  accounting  records for
such entity.

     "Accounting Firm" shall have the meaning provided in Section 14.

     "Adjustment  Request"  means any formal or informal  claim or request filed
with any Tax  Authority,  or with any  administrative  agency or court,  for the
adjustment, refund, or credit of Taxes, including (a) the filing of a Tax Return
for a Tax Period showing a Tax  overpayment for such Tax Period and requesting a
refund or credit of that Tax  overpayment,  (b) any amended Tax Return  claiming
adjustment  to the Taxes as  reported  on the Tax Return or, if  applicable,  as
previously  adjusted,  or (c) any claim for refund or credit of Taxes previously
paid.

     "Affiliate" means any entity that directly or indirectly is "controlled" by
the person or entity in question.  "Control" means the  possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of a person or entity,  whether through ownership of voting securities,
by  contract  or  otherwise.  Except  as  otherwise  provided  herein,  the term
Affiliate shall refer to Affiliates of a person as determined  immediately after
the  Distribution.  The term "Affiliate"  includes a Subsidiary,  partnership or
limited liability company of an entity.

     "Agreement" shall mean this Tax Sharing Agreement.

     "Carryback"  means any net operating  loss,  net capital  loss,  excess tax
credit,  or other  similar  Tax Item which may or must be  carried  from one Tax
Period to an earlier Tax Period under the Code or other applicable Tax Law.

     "Code" means the U.S.  Internal  Revenue Code of 1986,  as amended,  or any
provisions of succeeding law.

     "Companies" means  Distributing Co. and Controlled Co.,  collectively,  and
"Company" means any one of Distributing Co. and Controlled Co.

     "Consolidated  or  Combined  Income  Tax" means any Income Tax  computed by
reference to the assets or activities of members of more than one Group.

     "Consolidated  or Combined  State  Income  Tax" means any State  Income Tax
computed by  reference to the assets or  activities  of members of more than one
Group.

     "Consolidated  Tax Liability"  means,  with respect to any Distributing Co.
Federal  Consolidated Return, the Tax liability of the group as determined under
Section 1502 of the Code and the Treasury Regulations thereunder.

     "Controlled Adjustment" means any proposed adjustment by a Tax Authority or
claim for refund  asserted in a Tax Contest or Adjustment  Request to the extent
Controlled  Co. would be  exclusively  liable for any  resulting  Tax under this
Agreement or exclusively  entitled under Section 4.7(d) to receive any resulting
Tax Benefit under this Agreement.

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     "Controlled   Group"  means   Controlled  Co.  and  its   Subsidiaries  and
partnerships, limited liability companies, or other entities that are Affiliates
and in which  Controlled Co. or its  Subsidiaries  own an interest as determined
immediately after the Distribution Closing Date or entities that were previously
Affiliates engaged in the Company Business.

     "Controlled   Group   Consolidated  Tax  Liability"  or  "Controlled  Group
Consolidated  or Combined  State Income Tax  Liability"  with respect to any Tax
period  means such Tax  Liability  allocated to the  Controlled  Group as if the
relevant  members  of the  Controlled  Group were not and never were part of the
Group which includes one or more members of the  Distributing  Group, but rather
were a separate  affiliated group of corporations filing a similar group return.
This computation shall be made (a) by taking into account  transactions with any
member of the Distributing  Group in the first Tax period such  transactions are
required to be taken into account for Tax  purposes  under  applicable  law; (b)
without  regard to the income,  deductions  (including  net  operating  loss and
capital loss  deductions),  credits or other Tax Items in any year of any member
of the Distributing  Group; (c) by not taking into account net operating loss or
net capital loss  carryovers  and  carrybacks,  minimum Tax credits from earlier
years or any other Tax Item of the  Controlled  Group from any Tax period  other
than the  particular  Tax period for which the Tax Liability is being  computed;
(d) by  applying  the  maximum  applicable  statutory  Tax rate in effect  under
applicable law during the relevant year; (e) reflecting the positions, elections
and  accounting  methods used by the Group in preparing the relevant  Return for
the Group; and (f) for State Income Tax,  without regard to the sales,  property
or other  apportionment  factors of any member of the  Distributing  Group.  The
Controlled Group  Consolidated Tax Liability or Controlled Group Consolidated or
Combined State Income Tax Liability may not exceed the actual  Consolidated  Tax
Liability  of the Group or actual  Consolidated  or  Combined  State  Income Tax
Liability of the relevant Group.

     "Distributing  Adjustment" means any proposed adjustment by a Tax Authority
or claim for  refund  asserted  in a Tax  Contest or  Adjustment  Request to the
extent  Distributing Co. would be exclusively liable for any resulting Tax under
this  Agreement  and  exclusively  entitled to receive any resulting Tax Benefit
under this Agreement.

     "Distributing  Co.  Federal  Consolidated  Return"  means any United States
Federal  Tax  Return for the  affiliated  group (as that term is defined in Code
Section 1504) that includes Distributing Co. as the common parent and any member
of the Controlled Group.

     "Distributing  Group"  means  Distributing  Co.  and its  Subsidiaries  and
partnerships,  limited liability companies, or other entities that currently are
or previously have been Affiliates, excluding any entity that is a member of the
Controlled Group.

     "Distribution"  means the distribution to Distributing Co.  shareholders on
the  Distribution  Closing  Date  of all of the  outstanding  capital  stock  of
Controlled  Co.  owned by  Distributing  Co.  or any other  distribution  of the
capital  stock of a  Subsidiary  in  connection  with the  Transactions  that is
intended to be tax-free under Section 355 of the Code.

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<PAGE>

     "Distribution  Agreement"  means the Agreement  Regarding  Distribution and
Plan of  Reorganization  dated  as of the  date of this  Agreement  between  the
Distributing Co. and the Controlled Co.

     "Distribution  Closing  Date" means the  Distribution  Date as that term is
defined in the Distribution Agreement.

     "Federal Income Tax" means any Tax imposed by Subtitle A or F of the Code.

     "Federal Tax Adjustment" shall have the meaning provided in Section 2.2(b).

     "Group" means the Distributing Co. Group, the Controlled Co. Group, or both
of such Groups as the context requires.

     "Income  Tax" means any Federal  Income Tax,  State  Income Tax, or Foreign
Income Tax.

     "Joint  Adjustment"  means any  proposed  adjustment  resulting  from a Tax
Contest that is not a (i) Controlled Adjustment, (ii) a Distributing Adjustment,
or (iii) any other type of  adjustment  that  gives  rise to an  indemnification
payment by one Company to the other Company pursuant to this Agreement.

     "Post-Distribution  Period"  means  any  Tax  Period  beginning  after  the
Distribution  Closing Date, and, in the case of any Straddle Period, the portion
of such Straddle Period beginning the day after the Distribution Closing Date.

     "Pre-Distribution  Period"  means any Tax  Period  ending on or before  the
Distribution  Closing Date, and, in the case of any Straddle Period, the portion
of such Straddle Period ending on the Distribution Closing Date.

     "Prime  Rate" means the base rate on  corporate  loans  charged by SunTrust
Bank,  Atlanta,  Georgia from time to time,  compounded  daily on the basis of a
year of 365 or 366 (as applicable) days and actual days elapsed.

     "Prohibited Action" shall have the meaning provided in Section 11(a).

     "Responsible  Company" means,  with respect to any Tax Return,  the Company
having  responsibility  for  preparing  and filing  such Tax  Return  under this
Agreement.

     "Ruling  Request"  means  the  letter  dated  January  12,  2000  filed  by
Distributing Co. with the Internal Revenue Service  requesting a ruling from the
Internal Revenue Service  regarding certain tax consequences of the Distribution
(including all attachments,  exhibits,  and other materials  submitted with such
ruling  request  letter) and any amendment or supplement to such ruling  request
letter.

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<PAGE>

     "Separate  Company  Tax" means any Tax  computed by reference to the assets
and activities of a member or members of a single Group.

     "Straddle  Period"  means any Tax Period  that begins on or before and ends
after the Distribution Closing Date.

     "State  Income Tax" means any Tax imposed by any state of the United States
or by any  political  subdivision  of any  such  state  which is  imposed  on or
measured by net income,  including  state and local  franchise or similar  Taxes
measured by net income.

     "Subsidiary"  shall  have the  meaning  set forth in  Treasury  Regulations
section 1.1502-1(c).

     "Tax" or "Taxes" means any income, gross income,  gross receipts,  profits,
capital  stock,  franchise,   withholding,  payroll,  social  security,  workers
compensation,  unemployment,  disability,  property, ad valorem,  stamp, excise,
severance,  occupation,  service, sales, use, license, lease, transfer,  import,
export,  value  added,  alternative  minimum,  estimated  or other  similar  tax
(including any fee,  assessment,  or other charge in the nature of or in lieu of
any tax) imposed by any governmental  entity or political  subdivision  thereof,
and any interest, penalties,  additions to tax, or additional amounts in respect
of the foregoing.

     "Tax  Attribute"  means any item of deduction or credit,  any net operating
loss,  consolidated net operating loss,  capital loss,  consolidated net capital
loss  or  other  similar  Tax  Item  attributable  during  a Tax  period  to the
Distributing Group or the Controlled Group.

     "Tax Authority" means, with respect to any Tax, the governmental  entity or
political  subdivision  thereof  that  imposes such Tax, and the agency (if any)
charged with the collection of such Tax for such entity or subdivision.

     "Tax  Benefit"  means  the Tax  effect  of any  refund,  credit,  or  other
reduction  in  otherwise  required  Tax  payments  (including  any  reduction in
estimated tax payments)  determined at the maximum applicable statutory Tax rate
in effect under applicable law during the relevant year.

     "Tax  Contest"  means  an  audit,   review,   examination,   or  any  other
administrative   or   judicial   proceeding   with  the  purpose  or  effect  of
redetermining  Taxes of any of the Companies or their Affiliates  (including any
administrative  or  judicial  review of any claim for refund) for any Tax Period
ending on or before the Distribution Closing Date or any Straddle Period.

     "Tax Detriment"  means the Tax effect at the maximum  applicable  statutory
Tax rate in effect under applicable law during the relevant year with respect to
any increase in gain or income,  reduction in deductions or loss or reduction of
credit for Tax Items of the Controlled Group.

     "Tax Item" means, with respect to any Income Tax, any item of income, gain,
loss, deduction, and credit.

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     "Tax Law" means the law of any governmental entity or political subdivision
thereof relating to any Tax.

     "Tax Period"  means,  with respect to any Tax, the period for which the Tax
is reported as provided under the Code or other applicable Tax Law.

     "Tax  Records"  means Tax  Returns,  Tax Return  workpapers,  documentation
relating  to any Tax  Contests,  and any  other  books  of  account  or  records
maintained or required to be maintained  under the Code or other  applicable Tax
Laws or under any record retention agreement with any Tax Authority.

     "Tax  Return" or  "Return"  means any  report of Taxes due,  any claims for
refund of Taxes paid, any information return with respect to Taxes, or any other
similar report, statement,  declaration,  or document required to be filed under
the Code or  other  Tax  Law,  including  any  attachments,  exhibits,  or other
materials  submitted with any of the foregoing,  and including any amendments or
supplements to any of the foregoing.

     "Transactions"  means  only  those  transactions  described  in the  Letter
Ruling.

     "Treasury Regulations" means the regulations  promulgated from time to time
under the Code as in effect for the relevant Tax Period.

     2.  ALLOCATION  OF TAX  LIABILITIES.  The  provisions of this Section 2 are
intended  to  determine  each  Company's  liability  for Taxes  with  respect to
Pre-Distribution  Periods.  Once the  liability has been  determined  under this
Section 2, Section 5 determines  the time when payment of the liability is to be
made, and whether the payment is to be made to the Tax Authority  directly or to
the other Company.

          2.1 General Rule.

               (a) Distributing Co. Liability.  Distributing Co. shall be liable
for  Taxes  for  Pre-Distribution  Periods  not  specifically  allocated  to the
Controlled Co. under this Section 2.  Distributing  Co. shall indemnify and hold
harmless the Controlled Group from and against any liability for Taxes for which
Distributing Co. is liable under this Section 2.1(a).

               (b) Controlled Co. Liability. Controlled Co. shall be liable for,
and shall  indemnify and hold harmless the  istributing  Group from and against,
any  liability  for Taxes  which are  allocated  to  Controlled  Co.  under this
Agreement.

               (c)  Allocation  of  Tax  Attributes.  Tax  Attributes  shall  be
allocated  to  the  appropriate  entity  which  incurred  such  Tax  Attributes,
irrespective of the entity which may have reported them.

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<PAGE>

          2.2 Allocation of United States Federal Income Tax. Except as provided
in Section 2.5:

               (a) Allocation of Tax Relating to Federal  Consolidated  Returns.
With respect to the Distributing Co. Federal Consolidated Tax eturns to be filed
for the Tax Period  ended on December  31, 2000 and for the Tax Period  ended in
2001, the Controlled Co. shall pay the  Distributing Co. the amount set forth in
Section 5.1(b).

               (b) Allocation of Federal Consolidated Return Tax Adjustments. If
there  is  any  adjustment  with  respect  to  any   Distributing   Co.  Federal
Consolidated  Return, or to such Return as previously  adjusted,  Controlled Co.
shall be liable to  Distributing  Co. for the amounts set forth in this  Section
2.2(b)  attributable  to the net amount of the  adjustments in such year for Tax
Items of the Controlled Group.

                    (i)  The  amount,  if any,  equal  to the  Controlled  Group
Consolidated  Tax  Liability  computed  with the net amount of the  adjustments,
minus the Controlled  Group  Consolidated  Tax Liability as computed before such
adjustments;

                    (ii) If any adjustment  results in a reduction in the amount
of a Tax Benefit realized by the Distributing  Group from a Tax Attribute of the
Controlled  Group,  the amount of such  reduction  whether or not the Controlled
Group was previously paid in respect of such Tax Attribute; and

                    (iii) If not otherwise taken into account under  subdivision
(i) of this Section 2.2(b),  the amount of the Tax Detriment to the Distributing
Group  from  the use in the year of the  adjustment  of a Tax  Attribute  of the
Distributing  Group against a Tax Item of the Controlled  Group even though such
Tax Attribute would otherwise be carried to a future Tax period.

Any amount due to Distributing Co. by Controlled Co. shall be computed initially
by  Distributing  Co. and confirmed by a nationally  recognized  accounting firm
selected by Distributing Co. The corporations  identified in Schedule "A" hereto
shall  be  treated  for  purposes  of this  Section  2.2(b)  as  members  of the
Distributing  Group even though they are members of the Controlled Group and the
Tax Items of these  corporations  shall belong to the Distributing  Group to the
extent set forth in Schedule "A".

     2.3  Allocation of State Income  Taxes.  Except as provided in Section 2.5,
State Income Taxes shall be allocated as follows:

          (a) Separate  Company Taxes. In the case of any State Income Tax which
is a Separate  Company Tax,  Controlled Co. shall be liable for such Tax imposed
on any members of the Controlled Group.

          (b)  Consolidated  or Combined State Income Taxes.  In the case of any
Consolidated  or Combined State Income Tax, the liability of Controlled Co. with
respect to such Tax for any Tax Period shall be computed as follows:

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               (i) Allocation of Tax Reported on Tax Returns. In the case of any
Consolidated or Combined State Income Tax reported on any Tax Return to be filed
after  the  Distribution  Closing  Date,  Controlled  Co.  shall  be  liable  to
Distributing  Co. for the State Income Tax liability in accordance  with Section
5.3(b).

               (ii)  Allocation  of Combined or  Consolidated  State  Income Tax
Adjustments.  If there is any  adjustment  with  respect  to a  Consolidated  or
Combined  State Income Tax Return (or as previously  adjusted),  Controlled  Co.
shall be liable to  Distributing  Co. for the amounts set forth in this  Section
2.3(b)(ii)  attributable  to the net amount of the  adjustments in such year for
Tax Items of the Controlled Group.

                    (A)  The  amount,  if any,  equal  to the  Controlled  Group
Consolidated or Combined State Income Tax Liability computed with the net amount
of the adjustments,  minus the Controlled  Group  Consolidated or Combined State
Income Tax Liability as computed before such adjustments;

                    (B) If any  adjustment  results in a reduction in the amount
of a Tax Benefit realized by the Distributing  Group from a Tax Attribute of the
Controlled  Group,  the amount of such  reduction  whether or not the Controlled
Group was previously paid in respect of such Tax Attribute; and

                    (C) If not otherwise  taken into account  under  subdivision
(ii)(A)  of  this  Section  2.3(b),  the  amount  of the  Tax  Detriment  to the
Distributing Group from the use in the year of the adjustment of a Tax Attribute
of the Distributing Group against a Tax Item of the Controlled Group even though
such Tax Attribute would otherwise be carried to a future Tax period.

Any amount due to Distributing Co. by Controlled Co. shall be computed initially
by  Distributing  Co. and confirmed by a nationally  recognized  accounting firm
selected by Distributing Co. and take into account the effective state and local
Income Tax rate of the applicable Group. The corporations identified in Schedule
"A" hereto shall be treated for purposes of this Section  2.3(b)(ii)  as members
of the  Distributing  Group even though they are members of the Controlled Group
and the Tax Items of these  corporations  shall belong to the Distributing Group
to the extent set forth in Schedule "A" hereto.

     2.4 Allocation of Other Taxes. Except as provided in Section 2.5, all Taxes
other than those  specifically  allocated pursuant to Sections 2.2 and 2.3 shall
be allocated  based on the legal entity on which the legal  incidence of the Tax
is imposed.  As between the parties to this  Agreement,  Controlled Co. shall be
liable for all Taxes imposed on any member of the  Controlled  Group  including,
for  purposes of  clarification,  any Tax  imposed by any  foreign  governmental
authority or political  subdivision thereof. The Companies believe that there is
no Tax not  specifically  allocated  pursuant  to  Section  2.3 which is legally
imposed  on more than one legal  entity  (e.g.,  joint and  several  liability);
however, if there is any such Tax, it shall be allocated in accordance with past
practices as reasonably determined by the Distributing Co., or in the absence of
such practices,  in accordance with any reasonable  allocation method determined
by Distributing Co.

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<PAGE>

     2.5 Transaction and Other Taxes.

          (a) Distributing Co. Liability.  Except as otherwise  provided in this
Section 2.5,  Distributing Co. shall be liable for, and shall indemnify and hold
harmless the Controlled Group from and against, any liability for the following:

               (i) any  sales  and use,  documentary,  recording  or  stamp  Tax
imposed  on the  transfer  of  property  to a member of the  Distributing  Group
occurring solely pursuant to the Transactions;

               (ii) any Federal  Income Tax or State Income Tax  resulting  from
any income or gain recognized by Distributing Co. or a Subsidiary (as determined
or  identified  on or before  the  Distribution  Closing  Date) as a result of a
Distribution  failing to qualify for tax-free  treatment pursuant to Section 355
of the Code and related provisions;

               (iii) any  Federal  Income Tax or State  Income Tax (other than a
Tax described in subparagraph (ii) above) resulting from the Transactions;

provided,  however, that Distributing Co. shall not be liable for, and shall not
be obligated  to  indemnify  and hold  harmless  the  Controlled  Group from and
against  liability  for any Tax described in clauses (ii) and (iii) above to the
extent  it  arises  as a  result  of  Controlled  Co.'s,  or any  member  of the
Controlled  Group  engaging in any  Prohibited  Action as defined in Section 11.
Except as otherwise  provided in this Section 2.5(a), any Tax resulting from, or
arising  by  reason  of,  the  Transactions  shall be paid by the  member of the
Distributing  Group or Controlled  Group, as the case may be, on which the legal
incidence of the Tax is imposed and which has the primary  legal  liability  for
such Tax.  Notwithstanding anything in this Section 2.5 to the contrary, any Tax
from item (vi) in the "Proposed  Transaction"  as contained in the Letter Ruling
shall be paid by Distributing Co.

          (b) Indemnity for Certain  Acts.  Controlled  Co. shall be liable for,
and shall  indemnify and hold harmless the  Distributing  Group from and against
any liability for any Tax  described in paragraph  (a)(ii) or (a)(iii)  above to
the extent arising as a result after the Distribution Closing Date of Controlled
Co.'s or any member of the Controlled Group engaging in any Prohibited Action as
defined in Section  11, or a breach by  Controlled  Co. of its  representations,
warranties and covenants set forth in Section 11. In such case, Distributing Co.
shall  not be  liable  for such  amounts.  If  Controlled  Co.  is liable to the
Distributing  Group by reason  of this  Section  2.5(b),  the Tax  described  in
paragraph  (a)(ii) or  (a)(iii)  shall be computed in  accordance  with  Section
2.2(b), Section 2.3(b)(ii) and Section 2.4, as applicable.

          (c) Shared Liability.  Notwithstanding Section 2.5(a) to the contrary,
the  Distributing  Group and the  controlled  Group shall share  equally any Tax
described in paragraph (a)(ii) or (a)(iii) if such Tax did not arise as a result
of a Prohibited Action or breach of any representation, warranty or covenant set
forth in Section 11 by any member of the  Distributing  Group or the  Controlled
Group.

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<PAGE>

     3.  PRORATION  OF TAXES FOR STRADDLE  PERIODS.  In the case of any Straddle
Period,  and in the case of a Tax Period of any member of the  Controlled  Group
which ends on the  Distribution  Closing  Date,  Tax Items shall be  apportioned
between  Pre-Distribution  Periods and  Post-Distribution  Periods in accordance
with the principles of Treasury Regulations under Section 1502 of the Code.

     4. PREPARATION AND FILING OF TAX RETURNS.

          4.1  General.  Except as  otherwise  provided  in this  Section 4, Tax
Returns  shall be  prepared  and filed when due  (including  extensions)  by the
person  obligated to file such Tax Returns under the Code or applicable Tax Law.
The  Companies  shall  provide,  and shall  cause their  Affiliates  to provide,
assistance  and  cooperate  with one another in  accordance  with Section 7 with
respect  to the  preparation  and  filing of Tax  Returns,  including  providing
information required to be provided in Section 7.

          4.2  Distributing  Co.'s  Responsibility.  Distributing  Co.  has  the
exclusive  obligation  and right to prepare and file, or to cause to be prepared
and filed the following:

               (a) Distributing Co. Federal Consolidated Returns for any Periods
ending  on,  before  or after  the  Distribution  Closing  Date,  including  the
Pre-Distribution Period of any member of the Controlled Group.

               (b)  Consolidated  or Combined  State  Income Tax Returns for Tax
Periods  ending on or before the  Distribution  Closing Date or for any Straddle
Period.

               (c) Tax Returns for State  Income  Taxes  (including  Tax Returns
with respect to State Income Taxes that are Separate  Company Taxes) for members
of the Distributing Group.

          4.3 Controlled Co.'s Responsibility.  Controlled Co. shall prepare and
file,  or shall cause to be prepared and filed,  all Tax Returns  required to be
filed by or with  respect to the  Controlled  Co. or  members of the  Controlled
Group other than those Tax Returns which Distributing Co. is required to prepare
and file under Section 4.2.

          4.4 Tax Accounting Practices.

               (a) General  Rule.  Except as otherwise  provided in this Section
4.4, any Tax Return for any Pre-Distribution  Period or any Straddle Period, and
any Tax Return for any Post-Distribution  Period to the extent items reported on
such Tax Return might reasonably affect items reported on any Tax Return for any
Pre-Distribution  Period or any Straddle Period, shall be prepared in accordance
with past Tax  accounting  practices  used with  respect  to the Tax  Returns in


                                       10
<PAGE>

question (unless such past practices are no longer permissible under the Code or
other applicable Tax Law); provided, however, the determination of depreciation,
amortization,  gain, and loss on vehicles for any Straddle  Period shall be made
by  Distributing  Co.  and to the  extent  any  items  are not  covered  by past
practices (or in the event such past practices are no longer  permissible  under
the Code or other  applicable  Tax  Law),  in  accordance  with  reasonable  Tax
accounting practices selected by the Responsible Company.

               (b)  Reporting  of  Transaction  Tax  Items.  The  tax  treatment
reported by Controlled Co. on any Tax Return,  whether for a Pre-Distribution or
Post-Distribution  Period,  of Tax Items relating to the  Transactions  shall be
consistent  with the  treatment  of such item on the  Distributing  Co.  Federal
Consolidated Return that includes the Distribution.

          4.5  Consolidated  or Combined  Returns.  The Companies will elect and
join,  and will cause their  respective  Affiliates to elect and join, in filing
consolidated,  unitary,  combined,  or  other  similar  joint  Tax  Returns  for
Pre-Distribution  and Straddle Periods, to the extent each entity is eligible to
join in such Tax Returns, if the Distributing Co. reasonably determines that the
filing of such Tax Returns is consistent  with past reporting  practices,  or in
the absence of applicable past practices, will result in the minimization of the
net present value of the aggregate Tax to the entities  eligible to join in such
Tax  Returns.  In  addition,  the  Controlled  Co.  shall be  required to file a
consolidated  return for Federal Income Tax purposes for its first Tax Period in
the Post-Distribution Period ending after the Distribution Closing Date, and the
Controlled Co. shall make all necessary elections,  and cause each member of the
Controlled  Group to file all necessary  consents,  in accordance  with Treasury
Regulations section 1.1502-75 required to file that consolidated return.

          4.6 Right to Review Tax Returns.  The Responsible Company with respect
to any Tax Return  shall make such Tax Return and related  workpapers  available
for review by the other Company, if requested, to the extent (a) such Tax Return
relates  to Taxes for which the  requesting  party may be  liable,  (b) such Tax
Return relates to Taxes for which the requesting party may be liable in whole or
in part or for any  additional  Taxes  owing as a result of  adjustments  to the
amount of Taxes  reported  on such Tax  Return,  (c) such Tax Return  relates to
Taxes for which the  requesting  party may have a claim for Tax  Benefits  under
this Agreement,  or (d) the requesting party reasonably  determines that it must
inspect such Tax Return to confirm  compliance with the terms of this Agreement.
The  Responsible  Company  shall  make such Tax Return  available  for review as
required  under this  paragraph  at least thirty (30) days prior to the due date
for filing such Tax Returns to provide the  requesting  party with a  meaningful
opportunity to analyze and comment on such Tax Returns and have such Tax Returns
modified before filing. The Companies shall attempt in good faith to resolve any
issues  arising  out of the review of such Tax  Returns.  Issues  that cannot be
resolved by the  Companies  shall be resolved in the manner set forth in Section
14; provided,  however, that such Tax Return shall be timely filed in the manner
prepared by the  Responsible  Company if the issues cannot be resolved  prior to
the time  required  by law  (including  extensions)  for the  filing of such Tax
Return.

          4.7  Claims  for  Refund,   Carrybacks,   and  Self-Audit  Adjustments
("Adjustment Requests").

               (a)  Consent   Required  for  Adjustment   Requests   Related  to
Consolidated  or Combined  Income  Taxes.  Except as provided in  paragraph  (b)
below,  each of the  Companies  hereby  agrees that (i) any  decision to file an
Adjustment Request with respect to any Consolidated or Combined Income Tax for a
Pre-Distribution  Period  shall  be made  by  Distributing  Co.,  and  (ii)  any
available elections to waive the right to claim in any  Pre-Distribution  Period
with respect to any  Consolidated or Combined Income Tax, any Carryback  arising


                                       11
<PAGE>

in a Post-Distribution  Period shall be made, and no affirmative  election shall
be made to claim any such  Carryback.  Any Adjustment  Request shall be prepared
and filed by the Responsible  Company under Section 4.2 for the Tax Return to be
adjusted.  The Company  requesting the  Adjustment  Request shall provide to the
Responsible  Company all information  required for the preparation and filing of
such Adjustment  Request in such form and detail as reasonably  requested by the
Responsible Company.  Notwithstanding anything to the contrary in this paragraph
(a), the consent of the  Controlled Co. shall not be necessary for any Carryback
by  Distributing  Co. or any  member of the  Distributing  Group  provided  such
Carryback  constitutes  a  Distributing  Adjustment  in the year (or years) such
Carryback is absorbed.

               (b) Other Adjustment Requests Permitted.  Nothing in this Section
4.7 shall prevent either  Company or its  Affiliates  from filing any Adjustment
Request  with  respect to Income  Taxes which are not  Consolidated  or Combined
Income Taxes or with respect to any Taxes other than Income Taxes. Any refund or
credit obtained as a result of any such Adjustment  Request (or otherwise) shall
be for the account of the person liable for the Tax under this Agreement.

               (c)  Payment  of  Refunds.  Any  refunds  or other  Tax  Benefits
received by the Controlled  Group (or any of its  Affiliates) as a result of any
Adjustment  Request  which are for the  account of a member of the  Distributing
Group shall be paid by the Controlled Co. to the  Distributing Co. in accordance
with Section 6.

               (d) Payment of Refunds and Tax  Benefits by  Distributing  Co. to
Controlled Co. The  Distributing  Co. shall pay the Controlled Co. the following
amounts,   with  respect  to   Consolidated  or  Combined  Income  Tax  for  any
Pre-Distribution Periods:

               (i) The amount of any refund of  Consolidated  or Combined Income
Tax  (including  the amount of any  interest  received  with respect to such Tax
refund)  attributable to an adjustment of the Tax Items of the Controlled  Group
received  by the  Distributing  Co. as a result of an  Adjustment  Request,  Tax
Contest or other action of a Tax Authority.  The amount of such Tax refund shall
equal:

                    (A) the  Consolidated  Tax  Liability,  or  Consolidated  or
Combined State Income Tax Liability,  after all adjustments for Tax Items of the
Distributing  Group but before any  adjustment  for Tax Items of the  Controlled
Group, minus

                    (B) the  Consolidated  Tax  Liability,  or  Consolidated  or
Combined State Income Tax Liability,  after all adjustments for the Tax Items of
both the Distributing Group and the Controlled Group;

               (ii) The amount payable by the Distributing Co. to the Controlled
Co. under Section  4.7(d)(i)  shall be paid with interest at the Prime Rate from
the date such  amount is  received  by  Distributing  Co. to the date of payment
which shall be made no later than ninety (90) days after the receipt of such Tax
refund by Distributing  Co., and shall be reduced by the amounts  Controlled Co.
owes,  at that  time,  to the  Distributing  Co.  under  this  Agreement  or the
Distribution Agreement.

                                       12
<PAGE>

               (iii)  If,  as a result  of an  adjustment  in a  particular  Tax
period, the Controlled Group makes a payment of Tax to the Distributing Group in
accordance  with Section 5.2(a) or Section  5.4(a),  and such  adjustment  leads
directly to a reduction of income or an increase in  deductions  relating to Tax
Items of the  Controlled  Group in a later Tax  period  in the  Pre-Distribution
Period  (a  "Turnaround  Adjustment"),   the  Distributing  Co.  shall  pay  the
Controlled Group the Tax attributable to such Turnaround Adjustment.  The amount
of the Turnaround  Adjustment  shall be reduced by the net adjustments for other
Tax  Items  of  the  Controlled  Group  arising  in  the  Tax  Period  or in the
Pre-Distribution  Period in which the  Turnaround  Adjustment  is  allowed  (the
"Turnaround  Tax Period").  The Tax  attributable  to the Turnaround  Adjustment
shall equal:

                    (A) the  Consolidated  Tax  Liability,  or  Consolidated  or
Combined State Income Tax Liability,  after all adjustments for Tax Items of the
Distributing Group and the net adjustments for Tax Items of the Controlled Group
(other  than the  Turnaround  Adjustment)  which  create Tax  Attributes  of the
Controlled Group used by the Distributing Group, minus

                    (B) the  Consolidated  Tax  Liability,  or  Consolidated  or
Combined State Income Tax Liability,  after all adjustments for Tax Items of the
Distributing Group and the Controlled Group.

The amount of the Tax attributable to the Turnaround Adjustment shall be paid by
Distributing Co. to Controlled Co. within ninety (90) days of the date following
the expiration of the applicable  statute of limitations  for the Turnaround Tax
Period  plus  interest  as  determined  under  Section  6621 of the Code (or the
corresponding  provisions of state law) as if the amount of Tax  attributable to
the  Turnaround  Adjustment  was an overpayment of Income Tax for the Turnaround
Tax Period.  No payment is required  under this Section  4.7(d)(iii)  if the Tax
attributable  to a Turnaround  Adjustment is refunded and paid to the Controlled
Group in accordance with Section 4.7(d)(i) and (ii).

               (iv)  Notwithstanding  Section  5.2(a) or  Section  5.4(a) to the
contrary,  if the  Controlled  Group would  otherwise  be required to make a Tax
payment  for a Tax period  ("Earlier  Tax  Period")  with  respect to a Tax Item
giving rise to a Turnaround  Adjustment in a Turnaround Tax Period, that Tax for
the  Earlier  Tax  Period  will  be  netted  with  the Tax  attributable  to the
Turnaround  Adjustment (as determined  under Section  4.7(d)(iii))  only if that
Earlier Tax Period and the Turnaround Tax Period are in the same audit cycle and
the statutes of limitation for such Tax Periods expire at the same time.

               (v) Except as  required  in  Section  4.7(d)(i)  and  (iii),  the
Distributing  Group shall not be obligated to pay the  Controlled  Group for the
Tax Benefit  arising to the  Distributing  Group from an  adjustment  to the Tax
Items of the Controlled  Group.  Notwithstanding  the preceding  sentence to the
contrary,  the  amount of such Tax  Benefit  used by the  Distributing  Co. as a


                                       13
<PAGE>

result  of the  adjustment  to the Tax  Items of the  Controlled  Group in a Tax
period  shall  constitute  a  set-off  upon the  expiration  of the  statute  of
limitations  for the Tax  period in which the  adjustment  is made  against  the
amount the Controlled Group owes to the Distributing  Group under this Agreement
for another Tax period.  This Section 4.7(d)(v) does not apply to the extent the
amount of the Tax Benefit is refunded to the Controlled Group in accordance with
Section  4.7(d)(i) or paid (or offset) to such  Controlled  Group in  accordance
with Section 4.7(d)(iii) or (iv).

     5. TAX PAYMENTS AND INTERCOMPANY BILLINGS.

          5.1  Payment  of  Taxes  With  Respect  to  Distributing  Co.  Federal
Consolidated  Returns Filed After the Distribution  Closing Date. In the case of
any  Distributing Co. Federal  Consolidated  Return filed after the Distribution
Closing Date:

               (a) Computation and Payment of Tax Due. On or prior to the filing
of such Return,  Distributing Co. shall compute the amount of Tax required to be
paid to the Internal  Revenue Service  (taking into account the  requirements of
Section 4.4 relating to consistent  accounting  practices)  with respect to such
Tax  Return  and shall pay such  amount to the  Internal  Revenue  Service on or
before the Payment Date.

               (b) Amount Due for Prior  Periods.  Subject to adjustments as set
forth  in  Section  2.2(b),  no  amounts  are  currently  due and  owing  by the
Controlled Co. with respect to any Consolidated Tax Liability for periods ending
on or prior to the year ended on December  31, 2000 or for Tax periods  ended in
2001.

          5.2 Payment of Federal Income Tax Related to Adjustments.

               (a)  Adjustments  Resulting in  Underpayments.  Distributing  Co.
shall pay to the Internal Revenue Service when due any additional Federal Income
Tax  required to be paid as a result of  adjustment  to the Tax  liability  with
respect to any Distributing Co. Federal  Consolidated Return. The Controlled Co.
in accordance with Section 2.2(b) shall pay to  Distributing  Co. any amount due
Distributing  Co. under Section  2.2(b) within ninety (90) days from the date of
receipt by Controlled Co. of a written notice and demand from  Distributing  Co.
for  payment  of the  amount  due,  accompanied  by a  statement  describing  in
reasonable detail the particulars  relating thereto.  When the adjustments for a
Tax period create  additional  Federal Income Tax with respect to a Distributing
Co. Federal  Consolidated  Return, the Controlled Co. shall pay the Distributing
Co. any amount due to the  Distributing Co. under Section 2.2(b) no earlier than
when such  additional  Federal  Income  Tax is due.  In any other case where the
Controlled Co. owes an amount to  Distributing  Co. under Section 2.2(b) (where,
for example,  the  adjustments do not create any  additional  Federal Income Tax
because the Controlled  Group uses a Tax Attribute of the  Distributing  Group),
the  Controlled  Co.  shall  pay the  Distributing  Co.  any  amount  due to the
Distributing  Co. under Section  2.2(b) no earlier than after the  expiration of


                                       14
<PAGE>

the  applicable  statute  of  limitations  for  the  Tax  period  in  which  the
adjustments  are made.  Any payments  required  under this Section  5.2(a) shall
include interest computed at the Prime Rate based on the number of days from the
date any additional Tax was paid by Distributing  Co. to the date of the payment
under this Section 5.2(a),  or in the case the amount due Distributing Co. under
Section 2.2(b) does not involve any additional  Federal Income Tax (for example,
the use by Controlled Group of a Tax Attribute of the Distributing  Group), from
the date any additional Tax would have been required to be paid by  Distributing
Co. to the date of payment under this Section 5.2(a).

               (b) Adjustments Resulting in Overpayments.  Except as provided in
Section  4.7 (d),  Distributing  Co.  shall  retain  any Tax refund or other Tax
Benefit  resulting from any adjustment to the  Consolidated  Tax Liability or to
any Distributing Co. Federal Consolidated Return.

          5.3 Payment of State  Income Tax With  Respect to Returns  Filed After
the Distribution Closing Date. In the case of any Consolidated or Combined State
Income Tax Return filed after the Distribution Closing Date:

               (a)  Computation  and  Payment  of Tax  Due.  On or  prior to any
Payment  Date for any Tax Return  with  respect  to any State  Income  Tax,  the
Responsible  Company  shall compute the amount of Tax required to be paid to the
applicable Tax Authority  (taking into account the  requirements  of Section 4.4
relating to consistent  accounting practices) with respect to such Tax Return on
such Payment Date and the  Responsible  Company shall,  if it is not the Company
liable for the Tax  reported on such Tax Return,  notify the Company  liable for
such Tax in  writing of the amount of Tax  required  to be paid on such  Payment
Date. The Company liable for such Tax will pay such amount to such Tax Authority
on or before such Payment Date.

               (b) Amount Due for Prior  Periods.  Subject to adjustments as set
forth in Section  2.3(b)(ii),  no  amounts  are  currently  due and owing by the
Controlled Co. with respect to any Consolidated or Combined State Income Tax for
periods  ending on or prior to the year ended on  December  31,  2000 or for Tax
periods ended in 2001.

                                       15
<PAGE>

          5.4 Payment of State Income Taxes Related to Adjustments.

               (a)  Adjustments  Resulting in  Underpayments.  Distributing  Co.
shall pay to the applicable  Tax Authority when due any additional  State Income
Tax required to be paid as a result of any  adjustment to the Tax liability with
respect to any Tax Return for any  Consolidated or Combined State Income Tax for
any  Pre-Distribution   Period.   Controlled  Co.  in  accordance  with  Section
2.3(b)(ii)  shall pay to Distributing  Co. any amount due Distributing Co. under
Section  2.3(b)(ii)  within  ninety  (90)  days  from  the  date of  receipt  by
Controlled Co. of a written notice and demand from  Distributing Co. for payment
of the amount due,  accompanied by a statement  describing in reasonable  detail
the particulars  relating thereto.  When the adjustments for a Tax Period create
additional  State Income Tax with respect to a  Consolidated  or Combined  State
Income Tax Return,  the Controlled Co. shall pay the Distributing Co. any amount
due to the Distributing  Co. under Section  2.3(b)(ii) no earlier than when such
additional  State Income Tax is due. In any other case where the  Controlled Co.
owes an amount to Distributing Co. under Section 2.3(b)(ii) (where, for example,
the  adjustments  do not create any  additional  State  Income Tax  because  the
Controlled Group uses a Tax Attribute of the Distributing Group), the Controlled
Co. shall pay the  Distributing  Co. any amount due to the  Distributing  Co. no
earlier than after the expiration of the applicable  statute of limitations  for
the Tax period in which the adjustments are made.  Controlled Co. shall also pay
to  Distributing  Co.  interest on its  respective  share of any  additional Tax
computed  at the  Prime  Rate  based  on the  number  of days  from the date the
additional  Tax was  paid by  Distributing  Co.  to the date of its  payment  to
Distributing  Co.  under  this  Section  5.4(a),  or in the case the  amount due
Distributing Co. under Section  2.3(b)(ii) does not involve any additional State
Income  Tax  (because,  for  example,  of the use by  Controlled  Group of a Tax
Attribute of the  Distributing  Group),  from the date any  additional Tax would
have been required to be paid by  Distributing  Co. to the date of payment under
this Section 5.2(a).

               (b) Adjustments Resulting in Overpayments.  Except as provided in
Section  4.7 (d),  Distributing  Co.  shall  retain  any Tax refund or other Tax
Benefit  resulting  from any adjustment to the Tax liability with respect to any
Tax  Return  for  any   Consolidated  or  Combined  State  Income  Tax  for  any
Pre-Distribution Period.

          5.5 Payment of Separate  Company  Taxes.  Each  Company  shall pay, or
shall cause to be paid, to the  applicable  Tax Authority  when due all Separate
Company Taxes owed by such Company or a member of such Company's Group.

          5.6 Indemnification Payments. If any Company (the "payor") is required
to pay to a Tax  Authority a Tax that is properly  allocated to another  Company
(the  "responsible  party") under this Agreement,  the  responsible  party shall
reimburse  the payor  within  ninety  (90) days of  delivery by the payor to the
responsible  party of an invoice for the amount due,  accompanied by evidence of
payment and a statement  detailing  the Taxes paid and  describing in reasonable
detail  the  particulars  relating  thereto.  The  reimbursement  shall  include
interest  on the Tax  payment  computed at the Prime Rate based on the number of
days  from  the  date  of the  payment  to the  Tax  Authority  to the  date  of
reimbursement under this Section 5.6.

                                       16
<PAGE>

     6. TAX  BENEFITS.  If a member of the  Controlled  Group  receives  any Tax
Benefit with respect to any Taxes for which a member of the  Distributing  Group
is liable hereunder, the Controlled Co. shall make a payment to the Distributing
Co.  within ninety (90) days  following  receipt of the Tax Benefit in an amount
equal to the Tax Benefit  (including any Tax Benefit realized as a result of the
payment)  plus  interest on such amount  computed at the Prime Rate based on the
number of days from the date of  receipt  of the Tax  Benefit to the date of the
payment of such amount under this Section 6.

     7. ASSISTANCE AND COOPERATION.

          7.1  General.  After  the  Distribution  Closing  Date,  each  of  the
Companies shall cooperate (and cause their  respective  Affiliates to cooperate)
with each other and with each other's  agents,  including  accounting  firms and
legal  counsel,  in  connection  with Tax matters  relating to the Companies and
their Affiliates  including (i) preparation and filing of Tax Returns,  (ii) the
liability  for and amount of any Taxes due  (including  estimated  Taxes) or the
right to and amount of any refund of Taxes,  (iii)  examinations of Tax Returns,
and (iv) any administrative or judicial  proceeding in respect of Taxes assessed
or  proposed  to  be  assessed.   Such  cooperation  shall  include  making  all
information and documents in their possession  relating to the other Company and
their Affiliates  available to such other Company as provided in Section 8. Each
of the  Companies  shall  also  make  available  to each  other,  as  reasonably
requested and available, personnel (including officers, directors, employees and
agents  of  the  Companies  or  their  respective  Affiliates)  responsible  for
preparing,  maintaining,  and interpreting information and documents relevant to
Taxes,  and  personnel  reasonably  required  as  witnesses  or for  purposes of
providing  information  or documents in connection  with any  administrative  or
judicial  proceedings  relating to Taxes.  For  purposes of  clarification,  the
Distributing Co. and its employees,  agents or accountants shall be given direct
access to employees and agents of the Controlled  Group engaged in operations in
order to prepare and file Tax Returns.  Any  information  or documents  provided
under this Section 7 shall be kept  confidential  by the Company  receiving  the
information  or  documents,  except as may  otherwise be necessary in connection
with the  filing of Tax  Returns or in  connection  with any  administrative  or
judicial proceedings relating to Taxes.

          7.2 Income Tax Return  Information.  Each  Company will provide to the
other Company  information  and documents  relating to their  respective  Groups
required by the other Company to prepare Tax Returns.  The  Responsible  Company
shall determine a reasonable  compliance schedule for such purpose in accordance
with Distributing Co.'s past practices.  Any additional information or documents
the Responsible Company requires to prepare such Tax Returns will be provided in
accordance with past practices, if any, or as the Responsible Company reasonably
requests and in  sufficient  time for the  Responsible  Company to file such Tax
Returns on a timely basis.

     8. TAX RECORDS.

          8.1 Retention of Tax Records.  Except as provided in Section 8.2, each
Company  shall  preserve  and keep all Tax Records  exclusively  relating to the
assets and activities of its respective Group for  Pre-Distribution Tax Periods,
and  Distributing  Co. shall preserve and keep all other Tax Records relating to


                                       17
<PAGE>

Taxes  of the  Groups  for  Pre-Distribution  Tax  Periods,  for so  long as the
contents thereof may become material in the  administration  of any matter under
the Code or other  applicable  Tax Law,  but in any event until the later of (a)
ninety (90) days after the expiration of any applicable  statutes of limitation,
and (b) seven (7) years after the  Distribution  Closing Date.  If, prior to the
expiration of the applicable statute of limitation and such seven-year period, a
Company  reasonably  determines  that any Tax  Records  which it is  required to
preserve  and  keep  under  this  Section  8  are  no  longer  material  in  the
administration  of any matter under the Code or other  applicable  Tax Law, such
Company may dispose of such  records  upon ninety (90) days prior  notice to the
other Company. Such notice shall include a list of the records to be disposed of
describing  in  reasonable  detail  each  file,  book,  or other  records  being
disposed.  The  notified  Company  shall have the  opportunity,  at its cost and
expense,  to copy or remove,  within such 90-day period, all or any part of such
Tax Records.

          8.2 State Income Tax Returns. Tax Returns with respect to State Income
Taxes and  workpapers  prepared in connection  with  preparing  such Tax Returns
shall be preserved and kept, in accordance with the terms of Section 8.1, by the
Company having liability for the Tax.

          8.3  Access  to  Tax  Records.  The  Companies  and  their  respective
Affiliates  shall make available to each other for inspection and copying during
normal business hours upon reasonable notice all Tax Records in their possession
to the extent  reasonably  required by the other Company in connection  with the
preparation of Tax Returns, audits, litigation, or the resolution of items under
this Agreement.

     9. TAX CONTESTS.

          9.1 Notice.  Each of the Companies  shall provide prompt notice to the
other  Company of any proposed  assessment,  actual  assessment or proceeding or
other Tax Contest on or before  ninety (90) days after the date it becomes aware
of such pending or  threatened  event related to Taxes for Tax Periods for which
it is  indemnified  by the other  Company  hereunder.  Such notice shall contain
factual  information (to the extent known) describing any asserted Tax liability
in reasonable  detail and shall be accompanied by copies of any notice and other
documents received from any Tax Authority in respect of any such matters.  If an
indemnified  party has knowledge of an asserted Tax liability  with respect to a
matter for which it is to be indemnified  hereunder and such party fails to give
the indemnifying party prompt notice of such asserted Tax liability, then (i) if
the  indemnifying  party is precluded from contesting the asserted Tax liability
in any forum as a result of the failure to give prompt notice,  the indemnifying
party shall have no obligation to indemnify the indemnified  party for any Taxes
arising out of such asserted Tax liability,  and (ii) if the indemnifying  party
is not precluded from  contesting  the asserted Tax liability in any forum,  but
such  failure to give  prompt  notice  results in a  monetary  detriment  to the
indemnifying  party,  then any amount which the indemnifying  party is otherwise
required  to pay the  indemnified  party  pursuant  to this  Agreement  shall be
reduced by the amount of such detriment.



                                       18
<PAGE>

          9.2 Control of Tax Contests.

               (a) Separate  Company Taxes.  In the case of any Tax Contest with
respect to any Separate  Company Tax, the Company  having  liability for the Tax
shall have exclusive control over the Tax Contest, including exclusive authority
with respect to any settlement of such Tax liability.

               (b) Consolidated or Combined Income Taxes. In the case of any Tax
Contest  with  respect  to  any   Consolidated   or  Combined  Income  Tax,  (i)
Distributing  Co. shall control and decide on the defense or  prosecution of the
portion of the Tax Contest directly and exclusively  related to any Distributing
Adjustment,  including  settlement of any such Distributing  Adjustment and (ii)
Controlled Co. shall have the right and authority to direct  Distributing Co. in
the  defense or  prosecution  of the  portion of the Tax  Contest  directly  and
exclusively related to any Controlled  Adjustment,  including  settlement of any
such Controlled Adjustment, and (iii) Distributing Co. shall control the defense
or  prosecution  of Joint  Adjustments,  including  settlement of any such Joint
Adjustment,  and any and all administrative matters not directly and exclusively
related to any Distributing Adjustment or Controlled Adjustment. A Company shall
not agree to any Tax  liability  for which  another  Company may be liable under
this  Agreement,  or  compromise  any claim for any Tax  Benefit  which  another
Company may be  entitled  under this  Agreement,  without  such other  Company's
written  consent (which consent may be given or withheld at the sole  discretion
of the  Company  from which the  consent  would be  required),  except that this
sentence shall not limit  Distributing  Co.'s  authority and rights under clause
(iii)  of the  preceding  sentence.  The  Distributing  Co.,  in the case of any
examination or audit of a Distributing Co. Federal  Consolidated Return, and the
Responsible Company in the case of any examination or audit of a Consolidated or
Combined  State Income Tax Return,  shall be the only parties  representing  the
members of the Group before, or meeting with, any Federal or State Tax Authority
in connection with the examination or audit.  Notwithstanding the representation
by the  Distributing Co. or Responsible  Company before such Tax Authority,  the
Distributing  Co. or  Responsible  Company shall (A) provide the  Controlled Co.
with all information  reasonably requested relating to any Controlled Adjustment
or Joint Adjustment; (B) submit to such Tax Authority any facts, legal arguments
or other  matters  deemed  advisable  by  Controlled  Co. and  provided by it to
Distributing Co. or the Responsible  Company;  and (C) not have the authority to
settle or otherwise compromise a Controlled Adjustment.

     10.  EFFECTIVE DATE. This Agreement shall be effective on the  Distribution
Closing Date.

     11. NO INCONSISTENT ACTIONS.

          11.1 Prohibited  Actions.  Controlled Co. covenants and agrees that it
will not take any Prohibited  Action (as defined  below),  and it will cause its
Affiliates to refrain from taking any Prohibited Action,  unless it has obtained
the prior written  consent of  Distributing  Co. With respect to any  Prohibited
Action proposed by Controlled Co.,  Distributing  Co. shall grant its consent to
such Prohibited Action if, subject to Section 11.3, the Controlled Co. obtains a


                                       19
<PAGE>

ruling with respect to the Prohibited  Action from the Internal  Revenue Service
or  other  applicable  Tax  Authority  that is  reasonably  satisfactory  to the
Distributing  Co., or the  Controlled  Co.  obtains a tax opinion  addressed  to
Distributing Co. from one or more qualified firms designated by Distributing Co.
and such tax opinion is  satisfactory  to the  Distributing  Co. in its absolute
discretion. A Prohibited Action is any action which is inconsistent with the Tax
treatment of the  Transactions  and  Distribution  as contemplated in the Ruling
Request and Letter  Ruling,  and includes,  but is not limited to, the following
actions:

               (a) any  acquisition,  directly or  indirectly,  of the shares of
capital  stock of the  Controlled  Co. which has the effect of  disqualifying  a
Distribution,  or any part thereof, from tax-free treatment under Section 355 of
the Code,  including stock  redemptions  and stock issuances  (whether in public
offerings,  private  placements  or  otherwise)  and  whether  or not  any  such
acquisition  is the  result of direct  actions,  or within the  control,  of the
Controlled Co.;

               (b) a liquidation of the Controlled Co.;

               (c) a merger or consolidation  with, or acquisition of Controlled
Co. by, another company or person;

               (d) the sale,  distribution or other disposition of the assets of
the  Controlled  Co. in a manner  that  would  adversely  affect  the Income Tax
consequences of the Transactions;

               (e)  the   discontinuance   of  any  material  active  businesses
conducted by Controlled Co. as of the Distribution Closing Date;

               (f) any event or fact  relating to the  Controlled  Co.  which is
inconsistent  with a  representation  made by the Controlled Co. or Distributing
Co. in the Ruling Request,  a  representation,  condition or factual  assumption
contained in the Letter Ruling or otherwise in connection with any  distribution
under Code Section 355;

               (g) any issuance of stock of  Controlled  Co. by  Controlled  Co.
(whether in public offerings,  private placements or otherwise) or redemption or
acquisition of stock of Controlled Co. by Controlled Co., after the Distribution
(including  stock of Controlled Co. issued to a person or group of persons which
becomes a five percent (5%) or greater  shareholder of Controlled Co. as defined
in Section  355(e) of the Code and actively  participates  in the  management or
operations  of  Controlled  Co. by reason  of that  acquisition  or at any point
thereafter  and  before  the  end  of  the  two-year  period  beginning  on  the
Distribution  Closing Date) which, by itself or together with  transactions with
respect to Controlled Co. after the Distribution  Closing Date and together with
other  transactions  with respect to  Distributing  Co. or Controlled  Co. stock
within  two  years  prior to the  Distribution  Closing  Date,  would  cause the
Distribution  to be presumed under Section  355(e)(2)(B) of the Code or Treasury
Regulations   thereunder   to  be  a   distribution   which  is  under   Section
355(e)(2)(A)(ii)  of the Code part of a plan or series of  related  transactions
pursuant  to which one or more  persons  acquire  directly or  indirectly  stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock of Controlled or stock  possessing  fifty (50%) percent or more


                                       20
<PAGE>

of the total  value of all  classes of stock of  Controlled.  In  applying  this
section (g) with respect to other  transactions with respect to Distributing Co.
or Controlled Co. stock within two years prior to the Distribution Closing Date,
the  Distribution,  Distributing  Co.'s stock  repurchase  plan, all outstanding
Distributing Co. stock options and warrants, and stock issued on the exercise of
options or as consideration in acquisitions shall be taken into account.  Unless
otherwise provided in proposed,  final or temporary  Treasury  Regulations under
Section  355(e) of the Code or other  clear  authority  within  the  meaning  of
Treasury  Regulations  section  1.6662-  4(d)(3)(iii)  and (iv), the exercise of
options shall be considered an issuance or acquisition of stock.

For purposes of this Section 11.1,  any reference to Controlled  Co.  includes a
reference  to  any  member  of  the  Controlled  Group,  and  any  reference  to
Distributing Co. includes a reference to any member of the  Distributing  Group.
Except for a longer  period as may be  required by  Treasury  Regulations  under
Section  355(e) of the Code,  clauses (a),  (b),  (c),  (d), (e) and (f) of this
Section 11.1 cease to have effect three (3) years after the Distribution Closing
Date; clause (g) shall cease to have effect one year thereafter;  and clause (e)
shall cease to have effect after December 31, 2002.

          11.2 No Inconsistent  Plan or Intent.  Controlled Co. and Distributing
Co. each  represents  and warrants that neither it nor any of its Affiliates has
any plan or intent to take any action  which is  inconsistent  with any  factual
statements or representations in the Letter Ruling or Ruling Request. Regardless
of any  change in  circumstances,  Controlled  Co.  and  Distributing  Co.  each
covenant and agree that it will not take,  and it will cause its  Affiliates  to
refrain from taking, any such inconsistent action on or before the expiration of
the  applicable  statute of limitation  period for the assessment of Tax for the
Tax period in which the Distribution Closing Date occurs other than as permitted
in this Section 11.

          11.3 Amended or Supplemental Rulings. No party other than Distributing
Co. shall have the authority to file with the IRS a ruling  request  relating to
the Transactions or Distribution.  At the expense of Controlled Co.,  Controlled
Co. may prepare,  or cause to be  prepared,  an amended or  supplemental  ruling
request to be filed by  Distributing  Co. and  relating to the  Transactions  or
Distribution  and provide a copy of such request to Distributing  Co.  provided,
however,  that any  decision  whether to file any such request with the IRS, the
form and content of such request and the precise rulings requested shall be made
exclusively by Distributing Co.

          11.4 Waiver.  Notwithstanding  Section 11.1(a) or (g) to the contrary,
the  limitations in Section 11.1(g) shall not apply if (i) there is no excess of
the fair market value of all of the shares of Controlled Co.  distributed in the
Distribution  on the  Distribution  Closing  Date over the adjusted tax basis of
those  shares and (ii) the  Controlled  Co.  obtains a tax opinion  addressed to
Distributing Co. from a qualified firm designated by Controlled Co. and such tax
opinion is satisfactory to Distributing  Co. in its reasonable  discretion.  The
adjusted  basis of the shares in this  Section  11.4(a)  shall be  estimated  by
Distributing  Co.  within one hundred  twenty (120) days after the  Distribution
Closing Date and that amount shall be provided in writing to Controlled  Co. The


                                       21
<PAGE>

initial estimate of the adjusted tax basis of the shares shall be adjusted based
upon the Consolidated Tax Return as filed by the Distributing  Group for the Tax
period ended on December 31, 2000, or as later adjusted by a Tax Authority,  but
any such  adjustment  (whether by such Tax Return or a Tax Authority)  shall not
affect the  application  of clauses (i) and (ii),  or stock  issuances  or other
actions limited by Section 11.1(a) or (g), before the particular adjustment.

          11.5 Effect of Waiver. The Distributing Co.'s granting of consent to a
Prohibited  Action,  whether in accordance  with Section  11.1,  Section 11.4 or
otherwise,  does  not  make a  Prohibited  Action a  non-Prohibited  Action  for
purposes  of this  Agreement.  Thus,  the  Controlled  Co.  may be liable to the
Distributing Group for such Prohibited Action despite such consent in accordance
with Section 2.5(b) or Section 11.6.

          11.6 Additional  Indemnification  by Controlled Co. In addition to the
Controlled  Co. being  responsible  under Section  2.5(a)(ii),  2.5(a)(iii)  and
2.5(b) for Taxes as a result of the  Controlled  Co.  engaging in any Prohibited
Action or  breaching  its  representations,  warranties  or covenants in Section
11.2, the Controlled  Co. and each member of the Controlled  Group  indemnifies,
defends  and  holds  harmless  the  Distributing  Co.  and  each  member  of the
Distributing Group, and each of their respective directors,  officers, employees
and agents and each of the heirs,  executors,  successors  and assigns of any of
the foregoing, from and against any and all liabilities,  obligations,  damages,
costs,  expenses  or fees  relating  to,  arising out of or  resulting  from the
Controlled Co. or any member of the Controlled  Group engaging in any Prohibited
Action or breaching its representations, warranties or covenants in Section 11.2
including,  but not limited to, any and all liabilities,  obligations,  damages,
costs,  expenses  or  fees  relating  to  any  lawsuit  by the  shareholders  of
Distributing  Co.  against  the  Distributing  Co.,  which  may be  filed if the
Distribution fails to qualify for tax-free treatment for such shareholders under
Section 355 of the Code.

          11.7 Additional  Indemnification  by Distributing  Co. For purposes of
this Section 11.7, a Prohibited  Action of  Distributing  Co. has the meaning it
has in Section 11.1 by substituting  "Distributing Co." for "Controlled Co." The
Distributing Co. and each member of the Distributing Group indemnifies,  defends
and holds harmless the  Controlled Co. and each member of the Controlled  Group,
and each of their respective directors,  officers, employees and agents and each
of the heirs,  executors,  successors and assigns of any of the foregoing,  from
and against any and all liabilities,  obligations,  damages,  costs, expenses or
fees relating to, arising out of or resulting from the  Distributing  Co. or any
member of the Distributing  Group engaging in any Prohibited Action or breaching
its representations,  warranties or covenants in Section 11.2 including, but not
limited to, any and all liabilities,  obligations,  damages,  costs, expenses or
fees relating to any lawsuit by the shareholders of Distributing Co. against the
Controlled  Co.  which may be filed if the  Distribution  fails to  qualify  for
tax-free treatment for such shareholders under Section 355 of the Code.

          11.8  Additional  Taxes.  Controlled  Co. shall also be liable for any
Income Taxes of the Distributing Group for its Tax Period ending on December 31,
2000  relating  to income  arising  by reason of  Treasury  Regulations  section
1.1502-19, if Controlled Co. does not contribute before the Distribution Closing
Date funds to its  subsidiaries as directed by Distributing Co. and, as a result
of such failure,  income arises in the Distributing  Group by reason of Treasury
Regulations section 1.1502-19.

                                       22
<PAGE>

          11.9 Standard.  Any opinion issued to  Distributing  Co. in accordance
with Section 11(a) or 11(d)(i) shall be issued under a "should"  standard rather
than under a "more likely than not" or lesser standard of certainty.

     12. SURVIVAL OF  OBLIGATIONS.  Unless  otherwise  stated to the contrary in
this Agreement,  the representations,  warranties,  covenants and agreements set
forth in this Agreement shall be unconditional  and absolute and shall remain in
effect without limitation as to time.

     13. TREATMENT OF PAYMENTS; TAX GROSS UP.

          13.1  Treatment  of Tax  Indemnity  and Tax Benefit  Payments.  In the
absence of any change in tax treatment  under the Code or other  applicable  Tax
Law,

               (a) any Tax indemnity  payments made by a Company under Section 5
shall  be  reported  for  Tax  purposes  by  the  payor  and  the  recipient  as
distributions or capital  contributions,  as appropriate,  occurring immediately
before the  Distribution  Closing Date,  but only to the extent the payment does
not  relate  to a Tax  allocated  to  the  payor  in  accordance  with  Treasury
Regulation  Section  1.1502-33(d)  (or under  corresponding  principles of other
applicable Tax Laws); and

               (b) any Tax Benefit  payments  made by a Company under Section 6,
shall  be  reported  for  Tax  purposes  by  the  payor  and  the  recipient  as
distributions or capital  contributions,  as appropriate,  occurring immediately
before the  Distribution  Closing Date,  but only to the extent the payment does
not  relate  to a Tax  allocated  to  the  payor  in  accordance  with  Treasury
Regulation  Section  1.1502-33(d)  (or under  corresponding  principles of other
applicable Tax Laws).

          13.2 Tax  Gross  Up.  If  notwithstanding  the  manner  in  which  Tax
indemnity  payments  and  Tax  Benefit  payments  were  reported,  there  is  an
adjustment  to the Tax  liability  of a Company as a result of its  receipt of a
payment pursuant to this Agreement, such payment shall be appropriately adjusted
so that the amount of such  payment,  reduced by the amount of all Income  Taxes
payable  with  respect to the  receipt  thereof  (but  taking  into  account all
correlative Tax Benefits resulting from the payment of such Income Taxes), shall
equal the amount of the payment which the Company  receiving  such payment would
otherwise be entitled to receive pursuant to this Agreement.

          13.3 Interest Under This  Agreement.  Anything  herein to the contrary
notwithstanding,  to the extent one  Company  ("indemnitor")  makes a payment of
interest to another Company  ("indemnitee") under this Agreement with respect to
the  period  from the date that the  indemnitee  made a payment  of Tax to a Tax
Authority to the date that the indemnitor reimbursed the indemnitee for such Tax
payment,  or with  respect  to the  period  from  the date  that the  indemnitor
received  a Tax  Benefit  to the date  indemnitor  paid the Tax  Benefit  to the
indemnitee,  the interest  payment  shall be treated as interest  expense to the


                                       23
<PAGE>

indemnitor  (deductible to the extent provided by law) and as interest income by
the indemnitee  (includible in income to the extent provided by law). The amount
of the interest  payment  shall not be adjusted  under Section 13.2 to take into
account any  associated  Tax Benefit to the indemnitor or increase in Tax to the
indemnitee.

          13.4  Exercise of Options.  To the extent that any  employee or former
employee of Controlled Co. exercises  compensatory  options to acquire shares of
capital  stock of  Distributing  Co.  ("Distributing  Options")  on or after the
Distribution  Closing  Date,  any Tax  deduction  attributable  thereto shall be
allocated  to and  treated  as a Tax  Attribute  of  Distributing  Co.  Upon the
exercise of Distributing Options by Controlled Co. employees, the Controlled Co.
shall pay to  Distributing  Co.  the total  amount of  federal,  state and local
income tax required to be withheld and remitted to  governmental  authorities in
connection with such exercise,  and the total amount of the employee's  share of
FICA,  FUTA and other payroll taxes  attributable  to such  exercise;  provided,
however,  that  Controlled  Co.  shall not be  required  to pay said  amounts to
Distributing Co. to the extent that said amounts are paid to Distributing Co. by
the holder of the Distributing  Options.  Said payments shall be made as soon as
possible after said exercise, but in no event more than ten (10) days after such
exercise.  If,  notwithstanding  the first  sentence of this Section 13.4 to the
contrary,  the Tax deduction  allocated to  Distributing  Co. is disallowed  and
allocated to a member of the Controlled Group, the Controlled Group shall pay to
Distributing  Co.  amounts  that  would  have been owed to  Distributing  Co. in
accordance  with Section  2.2(b) and Section  2.3(b)(ii) as if the Tax Return of
Distributing  Co. for the Tax Period in which the Tax  deduction  is  disallowed
constituted a Distributing Co. Federal Consolidated Return and a Consolidated or
Combined  State Income Tax Return.  Any amounts that may be due to  Distributing
Co. by Controlled  Co. under this Section 13.4 are subject to the  provisions of
Section 13.2.

     14.  DISAGREEMENTS.  If after good faith  negotiations  the parties  cannot
agree on the  application  of this  Agreement  to any Tax  matter,  then the Tax
matter will be referred to a nationally  recognized  accounting firm selected by
Distributing Co. (the "Accounting  Firm")  provided,  however,  that the firm so
selected may not be the firm  regularly used by  Distributing  Co. or Controlled
Co. The  Accounting  Firm shall  furnish  written  notice to the  parties of its
resolution of any such  disagreement  as soon as practical,  but in any event no
later  than  forty-five  (45)  days  after  its  acceptance  of the  matter  for
resolution.  Any such  resolution by the Accounting  Firm will be conclusive and
binding on all parties to this  Agreement.  In accordance  with Section 15, each
party shall pay its own fees and  expenses  (including  the fees and expenses of
its  representatives)  incurred in connection with the referral of the matter to
the Accounting  Firm. All fees and expenses of the Accounting Firm in connection
with such  referral  shall be shared  equally  by the  parties  affected  by the
matter.

     15. LATE PAYMENTS. Any amount owed by one party to another party under this
Agreement  which is not paid when due shall bear interest at the Prime Rate plus
two percent,  compounded  semiannually,  from the due date of the payment to the
date paid.  To the extent  interest  required  to be paid under this  Section 15
duplicates  interest  required  to be paid  under  any other  provision  of this
Agreement,  interest  shall be  computed  at the  higher  of the  interest  rate
provided  under this Section 15 or the interest rate  provided  under such other
provision.

                                       24
<PAGE>

     16. EXPENSES.

          16.1 Except as otherwise  provided in this  Agreement,  each party and
its  Affiliates  shall bear their own expenses  incurred in connection  with the
preparation  of Tax Returns,  Tax Contests,  and other matters  related to Taxes
under the provisions of this Agreement.

          16.2 Fees, costs and expenses  incurred by the  Distributing  Group to
unaffiliated third parties ("Third-Party Costs") shall be paid by the Controlled
Group to the extent set forth in this Section 16.2.

               (a) Fifty percent (50%) of the Third-Party  Costs relating to the
following Costs:


                    (i) Costs to the Accounting Firm as provided in Section 14;


                    (ii) Costs  relating to a Tax Contest which involves a Joint
Adjustment or shared liability under Section 2.5(c); and

                    (iii) relating to  confirmation by an accounting firm of the
Controlled Group's determinations under Sections 5.1(c)(ii) and 5.3(c)(ii).

               (b) One hundred percent (100%) of the Third-Party  Costs relating
to the following Costs:

                    (i)  Costs  relating  to  the   preparation  and  filing  of
Consolidated  or Combined  Income Tax Returns  specified  in Section  5.1(c) and
Section 5.3(c), which are allocated by the third party providing the services to
members of the Controlled Group;


                    (ii) Costs  relating  to the  preparation  and filing of Tax
Returns described in Section 4.2(d);

                    (iii)  Costs  relating  to a Tax  Contest  which  involves a
Controlled Adjustment; and

                    (iv) Costs incurred by the Distributing  Group in connection
with an action,  or proposed  action,  of a member of the Controlled Group which
constitutes,  or  might  constitute,  a  Prohibited  Action  under  Section  11,
including any Costs incurred by the  Distributing  Group in making a decision to
waive the  restriction  on an action of a member of the  Controlled  Group which
constitutes, or might constitute, a Prohibited Action.

     17. GENERAL PROVISIONS.

          17.1  Addresses  and Notices.  Any notice,  demand,  request or report
required  or  permitted  to be given or made to any party  under this  Agreement
shall be in writing and shall be deemed given or made when delivered in party or
when  sent by first  class  mail or by other  commercially  reasonable  means of
written  communication  (including  delivery  by an  internationally  recognized


                                       25
<PAGE>

courier  service  or by  facsimile  transmission)  to the  party at the  party's
principal business address. A party may change the address for receiving notices
under this Agreement by providing written notice of the change of address to the
other parties.

          17.2 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their successors and assigns.

          17.3  Waiver.  No  failure  by any  party to  insist  upon the  strict
performance of any  obligation  under this Agreement or to exercise any right or
remedy under this  Agreement  shall  constitute  waiver of any such  obligation,
right,  or  remedy or any other  obligation,  rights,  or  remedies  under  this
Agreement.

          17.4  Invalidity of Provisions.  If any provision of this Agreement is
or becomes  invalid,  illegal or  unenforceable  in any respect,  the  validity,
legality,  and enforceability of the remaining provisions contained herein shall
not be affected thereby.

          17.5  Further  Action.  The  parties  shall  execute  and  deliver all
documents,  provide all  information,  and take or refrain from taking action as
may be  necessary  or  appropriate  to achieve the  purposes of this  Agreement,
including the  execution and delivery to the other parties and their  Affiliates
and   representatives   of  such  powers  of   attorney  or  other   authorizing
documentation  as is reasonably  necessary or appropriate in connection with Tax
Contests  (or  portions  thereof)  under the  control of such  other  parties in
accordance with Section 9.

          17.6  Integration.  This Agreement  constitutes  the entire  agreement
among  the  parties  pertaining  to the  subject  matter of this  Agreement  and
supersedes all prior agreements and understandings  pertaining  thereto.  In the
event of any inconsistency between this Agreement and the Distribution Agreement
or any  other  agreements  relating  to  the  transactions  contemplated  by the
Distribution Agreement, the provisions of this Agreement shall control.

          17.7  Construction.  The language in all parts of this Agreement shall
in all  cases be  construed  according  to its fair  meaning  and  shall  not be
strictly construed for or against any party.

          17.8 No Double Recovery;  Subrogation.  No provision of this Agreement
shall be  construed  to provide an  indemnity  or other  recovery for any costs,
damages, or other amounts for which the damaged party has been fully compensated
under any other  provision  of this  Agreement  or under any other  agreement or
action at law or equity.  Unless expressly  required in this Agreement,  a party
shall not be required to exhaust all remedies  available under other  agreements
or at law or equity  before  recovering  under  the  remedies  provided  in this
Agreement.  Subject to any limitations  provided in this Agreement (for example,
the  limitation on filing claims for refund in Section  4.7),  the  indemnifying
party shall be  subrogated to all rights of the  indemnified  party for recovery
from any third party.

          17.9  Counterparts.  This  Agreement  may be  executed  in two or more
counterparts,  each of which shall be deemed an original, and all of which taken
together shall constitute one and the same instrument.

                                       26
<PAGE>

          17.10 Governing Law. This Agreement shall be governed by and construed
in  accordance  with the laws of the State of Georgia  applicable  to  contracts
executed in and to be performed in that State.

          17.11 Joint and Several  Liability.  Whenever the  Distributing Co. is
liable  to  the  Controlled  Co.  under  this  Agreement  (a  "Distributing  Co.
Liability") or the Controlled Co. is liable to the Distributing Co. hereunder (a
"Controlled  Co.  Liability"),  each member of the  Distributing  Group shall be
jointly and severally liable for a Distributing Co. Liability and each member of
the Controlled  Group shall be jointly and severally liable for a Controlled Co.
Liability.  This Section 17.11 shall be binding upon the successors,  assigns or
transferees  of any member of the  applicable  Group,  and upon any entity which
becomes  affiliated  with the  applicable  Group after the date hereof and which
would have been a member of the  Distributing  Group or Controlled  Group if the
affiliation  existed  immediately  after the  Distribution  Closing Date (a "New
Member").  Each of the  Distributing Co. and the Controlled Co. shall cause each
existing member and New Member of the Distributing  Group and Controlled  Group,
as  applicable,  to execute a  counterpart  to this  Agreement  and agree to the
provisions hereof including this Section 17.11.

          17.12 General Provision. The Distributing Co. shall be responsible for
preparing  and mailing to the  shareholders  of  Distributing  Co. the statement
required by Treasury Regulation Section 1.355-5(b).

                                       27
<PAGE>


     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their respective officers as of the date first written above.


                                           RPC, INC., a Delaware corporation


                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________



                                           MARINE PRODUCTS CORPORATION,
                                                a Delaware corporation


                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________


                                       28
<PAGE>


                                  SCHEDULE "A"
                                       TO
                              TAX SHARING AGREEMENT


MEMBER OF CONTROLLED GROUP TREATED AS MEMBERS OF DISTRIBUTING CO. AND TAX ITEMS
       OF SUCH MEMBERS THAT ARE TREATED AS BELONGING TO DISTRIBUTING CO.



Chaparral Boats, Inc., a Georgia corporation.






                                       29