Exhibit
10.25





COMMERCIAL
NOTE





$2,160,000.00
            Kennebunk,
      Maine
              February
      13, 2009





FOR VALUE
RECEIVED, the undersigned (hereinafter called the "Borrower") promises to pay to
the order of TD BANK, N.A. (hereinafter called the "Lender"), at any of its
banking offices or at such other place as may be designated in writing by the
Lender, the principal sum of Two Million One Hundred Sixty Thousand Dollars
($2,160,000.00), together with interest on the principal sum from time to time
advanced at the following rate:





INTEREST RATE:





The loan
will bear interest at the fixed rate of five and three-quarters percent (5.75%)
per annum.





Interest
will continue to accrue until all principal is paid in full in accordance with
the following payment schedule, which Borrower agrees to follow:





PAYMENT SCHEDULE:





(A)           The
loan will be repaid in monthly installments of Thirteen Thousand Six and 58/100
Dollars ($13,006.58) each, including principal and interest (which payments are
based upon an initial advance of $1,840,000.00 and an amortization schedule of
20 years), commencing on March 13, 2009, and monthly thereafter until February
13, 2016, when all principal and interest remaining unpaid shall be due and
payable in a single balloon payment, notwithstanding the foregoing amortization
schedule.  Upon disbursement of the final advance of $320,000.00 the
Lender will recalculate the monthly payment to an amount that will fully
amortize the then outstanding principal balance over the remainder of the
original 20 year amortization schedule.





All
payments shall be applied first to unpaid interest and then to outstanding
principal, until paid in full.  All interest hereunder shall be
computed on the basis of the actual number of days elapsed over a 360 day
year.  If any payment is not received within fifteen (15) days of when
due, then Borrower shall pay to Lender a late payment fee of six percent (6.0%)
of the amount of such delinquent payment.





DEFAULT INTEREST
RATE:  Lender shall have the right to charge interest on the
unpaid principal balance hereof at an interest rate of five percent (5.0%) per
annum in excess of the rate of interest otherwise payable as provided herein,
for any period after an event of default (as defined below) shall have occurred
and until the same shall have been cured or expressly waived by Lender in
writing.





PREPAYMENT: The Borrower may
prepay this Note at any time, provided, however, that at the time of any full or
partial prepayment, the Borrower shall pay the Lender a fee equal to the greater
of one percent (1.0%) of the principal balance being prepaid or a `Yield
Maintenance Fee' in an amount computed as follows:








The
Federal Home Loan Bank rate with a maturity date closest to the remaining term
of the Note shall be subtracted from the above stated interest rate, or default
rate if applicable. If the result is zero or a negative number, there shall be
no Yield Maintenance Fee due and payable. If the result is a positive number,
then the resulting percentage shall be multiplied by the amount of the principal
balance being prepaid. The resulting amount shall be divided by three hundred
sixty (360) and multiplied by the number of days remaining in the term of this
Note. Said amount shall be reduced to present value calculated by using the
above referenced Federal Home Loan Bank rate and the number of days remaining in
the term of this Note. The resulting amount shall be the yield maintenance fee
due to the Lender upon prepayment of the principal of this Note.





SECURITY:





1.  This Note is secured
and/or guaranteed pursuant to the terms and conditions of the following
documents which, unless otherwise noted below, are dated on or about the date of
this Note:





A.
              a
      Mortgage and Security Agreement on property located at 20 Morin Street,
      Biddeford, Maine.





B.
              a
      Collateral Assignment of Leases and Rents relating to the property
      described in said Mortgage and Security
  Agreement.











DEFAULT:





2.           The
entire principal balance hereof, together with all interest and other charges,
as applicable, shall become due and payable at the option of the Lender, upon
the occurrence of any one or more of the following events, each of which shall
constitute an event of default hereunder:  (a) the insolvency of the
Borrower, or (b) the making of any assignment for the benefit of creditors of
the Borrower, or (c) the issuance of filing of any attachment, levy, or other
judicial process on or against any of the Borrower's assets; or (d) the
appointment of a receiver, trustee or custodian for all or any portion of the
property of the Borrower; or (e) the commencement of any proceedings under any
state or federal bankruptcy or insolvency law or under laws for relief of
debtors, by or against the Borrower; or (f) the occurrence of such a change in
the condition or affairs (financial or otherwise) of the Borrower as, in the
opinion of the Lender, materially impairs the Collateral (if any) or the
prospect of repayment of any amounts outstanding hereunder; or (g) the death,
incompetency, dissolution, business failure (which term includes, without
limitation, the cessation of normal business operations) or termination of
existence of the Borrower; (h) the failure of the Borrower to pay its debts as
they mature; (i) any representation or statement made or furnished to Lender by
or on behalf of any Borrower is false or misleading in any material respect; (j)
any default in the payment of any sums due under this Note when due, or default
by the Borrower in performance of any other obligation under this Note; (k) any
default by Borrower in the performance of any obligation under the Loan
Agreement of even date herewith; or (l) default beyond any applicable cure
period in the payment, satisfaction or performance by the Borrower of any
condition or obligation under any of the Security Documents or under any
documents executed in connection with any other Liabilities of the Borrower to
the Lender; or (m) any default by Deep Down Inc. (parent company of Borrower)
under its obligations to Whitney National Bank that are subject to any guaranty
given by Borrower; or (n) any default by Borrower on its guaranty to Whitney
National Bank of the obligations of Deep Down Inc.





2


REMEDIES:





3.           Upon
the occurrence of any event of default under this Note the Lender may declare
due and payable at once all amounts outstanding hereunder.  The Lender
shall not be required to pursue or to exhaust its remedies against the Borrower,
or its successors, or against any other party liable for payment hereof, whether
maker, Guarantor, or otherwise, or against any property or assets mortgaged or
pledged as security herefor, but upon nonpayment or nonperformance hereof may
immediately demand and enforce payment and performance from any one or more of
Borrower(s) or Guarantor(s), or may seek to realize upon the value of any
collateral, without the necessity of joining any other Borrower(s) or
Guarantor(s), and in each case without any requirement of first seeking to
collect the debt evidenced by this Note from any other source.  Each
Borrower hereby irrevocably agrees that any legal action or proceeding arising
out of or relating to this Note may be brought in any state or federal court in
the State of Maine, at the election of Lender.  By the execution and
delivery hereof, each Borrower hereby irrevocably submits to the nonexclusive
jurisdiction of any such court in any such action or
proceeding.  Borrower irrevocably agrees that in addition to any
methods of service provided for under applicable law, all service of process in
any such legal action or proceeding may be made by certified mail, return
receipt requested to the Borrower's address pursuant to paragraph 7
below.  Each Borrower and each Guarantor shall be liable for, and
hereby agrees to pay, upon demand, any and all costs or expenses of any nature
whatsoever incurred by the Lender in endeavoring to collect or enforce this Note
against any party including, without limiting the generality of the foregoing,
reasonable attorneys' fees and expenses.  The Lender shall not be
deemed to have waived any of its rights or remedies under this Note or under any
of the Security Documents by any act, delay, omission or failure or refusal to
exercise any of such rights or remedies.  No waiver by Lender of any
kind shall be valid unless it is in writing and signed by an officer of the
Lender, and then only to the extent specifically stated.  All of the
rights and remedies of the Lender shall be cumulative and not exclusive, and may
be exercised on any one or more occasions either singularly or
concurrently.





4.           Borrower
hereby grants to Lender, as security for the payment and performance of this
Note, a continuing lien on and security interest in any and all deposit accounts
and funds on deposit therein (general or specific, time or demand, regardless of
maturity or the Bank branch where the deposit accounts are held) now or
hereafter held by Lender and other sums credited by or due from Lender to
Borrower or subject to withdrawal by Borrower, whether or not any other person
or persons could also withdraw money therefrom (collectively hereinafter called
the "Deposits").  After any event of default Lender may "freeze" or
place a "hold" on any Deposits by suspending Borrower's right to withdraw the
Deposits and may set off any Deposits (including those previously frozen or
placed on hold) against any amounts payable by Borrower under this Note or any
other Liabilities.  Failure of the Lender to take necessary steps to
preserve rights against any parties with respect to any property in its
possession shall not be deemed a failure to exercise due care.





3


WAIVERS:





5.           The
Borrower and each Guarantor hereby (1) waive presentment, notice of dishonor,
protest, notice of protest, and any and all other notices of any nature
whatsoever in connection with the delivery, acceptance, performance, default or
enforcement of this Note and (2) consent and agree that the Lender may at any
time and from time to time without affecting the liability of Borrower or any
Guarantor or of any other person (excepting any person expressly released in
writing) for payment of the debt evidenced by this Note or for performance of
any obligation contained herein, and without affecting Lender's rights with
respect to any security not expressly released in writing:  (a)
release any person liable for all or any part of the indebtedness or for
performance of any obligation; (b) extend the time for payment of any amounts
due under this Note (c) grant any releases, compromises or indulgences with
respect to this Note or any extensions, renewals, or acceleration hereof or
substitutions herefor or with respect to any Collateral securing the payment of
sums outstanding under this Note to any party primarily or secondarily liable
hereunder, or (d) modify the provisions of this Note all without notice to or
consent of any Borrower or any Guarantor; (3) waive all recourse to suretyship
and guarantorship defenses generally; and (4) waive the right to direct the
application of any payment hereunder.  BORROWER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS, WHETHER ARISING UNDER THE
CONSTITUTIONS OF THE UNITED STATES OR OF ANY STATE, AND RULES OF CIVIL
PROCEDURE, COMMON OR STATUTORY LAW, OR OTHERWISE, TO DEMAND A TRIAL BY JURY IN
ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM INVOLVING LENDER ARISING OUT OF OR
IN ANY WAY CONNECTED WITH THIS NOTE OR ANY OF THE SECURITY
DOCUMENTS.





MISCELLANEOUS:





6.           If,
for any reason, any payment to Lender applied to amounts outstanding hereunder
is required to be refunded by Lender to Borrower or to any Guarantor or turned
over by Lender to any other person or entity, Borrower and each Guarantor agree
to pay to Lender on demand an amount equal to the payment so refunded or turned
over by Lender and the liability of Borrower and each Guarantor shall not be
treated as having been discharged by the original payment to Lender giving rise
to such refunded or turned over payment.





7.           All
notices, demands or requests provided for or permitted to be given pursuant to
this Note must be in writing and shall be given by personal delivery or by
depositing the same in the United States mail, post paid and certified, return
receipt requested at the addresses set forth below, as such addresses may be
changed by notice given to the other party.


4





Lender's
      Address:
            Borrower's
      AddressTD
      Bank, N.A.
            Flotation
      Technologies, Inc.One
      Portland Square
            20
      Morin StreetP.O.
      Box 9540
            Biddeford,
      Maine 04005Portland,
      Maine  04112-9540Attn:  Commercial
      Loan Dept.





8.           Each
Borrower and each Guarantor shall be jointly and severally liable to the Lender
under this Note and each Borrower has subscribed his/her/its name hereto without
condition that any other person or entity shall sign or become bound hereunder
and without any other conditions whatever.  Any Borrower that is a
corporation hereby warrants that it is validly formed, in existence and in good
standing at the present time, with all necessary authority to enter into,
execute and deliver this Note.  No invalidity or unenforceability of
any portion or obligation of this Note shall affect the validity or
enforceability of the remaining portions or obligations hereof.  This
Note and all actions taken pursuant hereto shall be governed by, and interpreted
and construed in accordance with, the laws of the State of
Maine.  This Note evidences a loan for business and commercial
purposes and not for personal, household, or family purposes.  The use
of captions in this Note is for purposes of convenience only, and no caption
shall affect the meaning of this Note.  As used herein, the
word:  (1) Liabilities means any and all liabilities, indebtedness,
and obligations of each Borrower and Guarantor to Lender of any nature
whatsoever, now existing or hereafter arising, due or to become due, absolute or
contingent, direct or indirect and whether joint, several, or joint and several;
(2) Guarantor shall mean and include each endorser, surety, guarantor or other
party primarily or secondarily liable to the Lender with respect to this Note
other than the Borrower; (3) Borrower shall mean each undersigned party; and (4)
Lender shall mean TD Bank, N.A. and each future holder of this
Note.  This Note and the provisions hereof shall be binding upon the
heirs, executors, administrators, successors, legal representatives and assigns
of the Borrower and each Guarantor and shall inure to the benefit of the Lender,
its successors, legal representatives and assigns.  This Note is
intended to take effect as a sealed instrument.





WITNESS:
            Flotation
      Technologies, Inc.________________________
            By: /s/ David
      CapotostoDavid
      Capotosto, its President