EXHIBIT
10.37




NOTICE
OF CONFIDENTIALITY RIGHTS:  IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT
THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE
PUBLIC RECORDS:  YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE
NUMBER.




STATE OF
    TEXAS
            §§COUNTY OF
      HARRIS
            §





FIRST MODIFICATION TO DEED
OF TRUST




THIS FIRST MODIFICATION TO DEED OF
TRUST (this “Modification”),
is executed by DEEP DOWN, INC., a Nevada corporation (“Grantor”),
for the benefit of WHITNEY NATIONAL BANK, a national banking association
(together with its successors and assigns, “Lender”),
and is effective for all purposes as of April 14, 2010.




RECITALS




A. Grantor, as borrower,
and Lender previously entered into that certain Credit Agreement dated as of
November 11, 2008 (as amended by the First Amendment to Credit Agreement dated
as of December 18, 2008, the Second Amendment to Credit Agreement dated as of
February 13, 2009, the Third Amendment to Credit Agreement dated as of May 29,
2009, and as further amended, the “Existing
Credit
Agreement”).




B. To secure Grantor’s
obligations under the Existing Credit Agreement, Grantor executed, among other
documents, that certain Deed of Trust, Security Agreements and UCC Financing
Statement for Fixture Filings, to Gary M. Olander, as Trustee, for the benefit
of Lender, dated effective May 29, 2009, and recorded on June 1, 2009, in the
Real Property Records of Harris County, Texas, under Clerk’s File No.
20090234354 (the “Deed of
Trust”).




C. Grantor and Lender
have agreed to amend and restate the Existing Credit Agreement in its entirety
pursuant to that certain Amended and Restated Credit Agreement dated as of
November 11, 2008, and amended and restated through the date hereof (as
amended, restated, or supplemented, the “Credit
Agreement”).




D. In connection
with the Credit Agreement, and as a material inducement to Lender’s execution
thereof, Lender and Grantor have agreed to amend that certain Deed of Trust,
subject to the terms and conditions herein.




E. Capitalized terms not
defined herein shall have the meanings ascribed to them in that certain Deed of
Trust.




In consideration of the mutual promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Grantor and Lender agree to amend
that certain Deed of Trust as follows:









1. Modification to Deed of
Trust.




(a)Section 1
of the Deed of Trust is amended to delete the defined term “Credit
Agreement” in its entirety and to replace it with the
following:




“Credit
Agreement means that certain Amended and Restated Credit Agreement dated
as of November 11, 2008, and amended and restated through April 14, 2010,
and executed by Grantor, as borrower, and Beneficiary, as lender, as the same
may be amended, restated, or supplemented from time to time.”




2.Scope of Modification;
Ratification.  Except as specifically amended by this
Modification, the Deed of Trust is unchanged and continues in full force and
effect.  Grantor hereby ratifies and confirms the terms of the Deed of
Trust (as the same is affected by this Modification), reaffirms its obligations
under the Deed of Trust, and agrees the Deed of Trust remains in full force and
effect and continues to be a legal, valid, and binding obligation enforceable in
accordance with its terms (as the same is affected by this
Modification.)




3.Lien
Continuation.  The liens granted in the Deed of Trust are
hereby ratified and confirmed as continuing to secure the payment of the
indebtedness described therein, including but not limited to, the Obligation (as
defined in the Credit Agreement).  Nothing herein shall in any manner
diminish, impair or extinguish the indebtedness under the Credit Agreement or
the liens securing such indebtedness.





4.Governing
Law.  This Modification shall be governed by and construed in
accordance with, and its performance enforced, under laws of the State of
Texas.




5.Severability of
Provisions.  Any provision of this Modification which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.




6.Execution in
Counterparts.  This Modification may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
of which counterpart, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute but one
and the same Modification.




7.Successors and
Assigns.  This Modification binds Grantor and its successors
and assigns, and inures to the benefit of Lender and its successors and
assigns.




8.Entire
Agreement.  THE DEED OF TRUST AS AMENDED BY THIS
MODIFICATION AND ALL OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH REPRESENTS
THE FINAL AGREEMENT BETWEEN THE PARTIES 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.





[Signature and Acknowledgment appear
on following page.]




2





IN WITNESS WHEREOF, this Modification
us executed as of the date set forth in the notary acknowledgement below but is
to be effective for all purposes as of the date set forth in the preamble to
this Modification.






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





STATE OF
    TEXAS
              §§COUNTY OF
      HARRIS
              §


This
instrument was acknowledged before me on April 13, 2010, by Eugene L. Butler,
Chief Financial Officer, of Deep Down, Inc., a Nevada corporation, on behalf of
said corporation, and for the purpose and consideration therein
stated.




(notary
    seal)
              /s/ Karen D. Billiot,
      Notary Public
                NOTARY
      PUBLIC IN AND FOR THE
                STATE
      OF TEXAS
  RECORD
AND RETURN TO:





Porter
& Hedges, L.L.P.


1000 Main
Street, 36th Floor


Houston,
Texas  77002


Attention:  Janine
E. Yee














Signature
and Acknowledgment Page to the First Modification of Deed of Trust
  3