EXHIBIT
10.33





RE
TERM NOTE






$2,012,545
            Houston,
    Texas
            April 14,
    2010




FOR VALUE
RECEIVED, DEEP DOWN, INC., a Nevada corporation (“Borrower”),
hereby promises to pay to the order of WHITNEY NATIONAL BANK, a national banking
association (“Lender”),
on or before the RE Term Loan Maturity Date, the principal amount of $2,012,545
or so much thereof as may then be outstanding under this note, together with
interest, as described below.




This note
has been executed and delivered under, and is subject to the terms of, the
Amended and Restated Credit Agreement dated as of November 11, 2008 and amended
and restated through April 14, 2010 (as amended, supplemented or restated,
the “Credit
Agreement”), between Borrower and Lender, and is the “RE Term Note” referred to in the
Credit Agreement.  Unless defined in this note, or the context
requires otherwise, capitalized terms used in this note have the meanings given
to such terms in the Credit Agreement.  Reference is made to the
Credit Agreement for provisions affecting this note regarding applicable
interest rates, principal and interest payment dates, final maturity, voluntary
and mandatory prepayments, acceleration of maturity, exercise of rights, payment
of attorneys’ fees, court costs and other costs of collection, certain waivers
by Borrower and others now or hereafter obligated for payment of any sums due
under this note, and security for the payment of this note.  This note
is a Loan Document and, therefore, is subject to the applicable provisions of
Section
13 of the Credit Agreement, all of which applicable provisions are
incorporated into this note by reference as if set forth in this note
verbatim.




Specific
reference is made to Section
3.7 of the Credit Agreement for usury savings provisions.




This note
is issued in replacement of, but is not a novation or an accord and satisfaction
of, that certain RE Term Note dated May 29, 2009, in the original principal
amount of $2,100,000 executed by Borrower and payable to the order of Lender,
and any accrued and unpaid interest under the RE Term Note remains accrued and
unpaid under this note.




the
rights and obligations of the parties hereto shall be determined solely from
written agreements, documents, and instruments, and any prior oral agreements
between the parties are superseded by and merged into such
writings.  this note, the credit agreement and the other written loan
documents executed by the borrower and the lender (or by the borrower for the
benefit of the lender) represent the final agreement between the borrower and
the lender and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral agreements by the parties.  there are no unwritten
oral agreements between the parties.




This note
must be construed — and its performance enforced — under Texas law.








[Signature appears on the following
page.]













EXECUTED
as of the date first written above.




BORROWER:
                  
                  DEEP
      DOWN, INC.,
                  a
      Nevada corporationBy:
              /s/ Eugene
      L. ButlerEugene
      L. ButlerChief
      Financial Officer












Signature
Page to RE Term Note
  2