EXHIBIT
10.36




RATIFICATION
OF GUARANTY,


SECURITY
AGREEMENT, AND INTERCREDITOR AGREEMENT








THIS
RATIFICATION OF GUARANTY, SECURITY AGREEMENT, AND INTERCREDITOR AGREEMENT (as
amended, restated, or supplemented from time to time, this “Agreement”)
is dated as of April 14, 2010, among Deep Down, Inc., a Nevada corporation
(“Borrower”),
Electrowave USA, Inc., a Nevada corporation (“Electrowave”),
Flotation Technologies, Inc., a Maine corporation (“Flotech”),
Mako Technologies, LLC, a Nevada limited liability company (“Mako”),
Deep Down Inc., a Delaware corporation (“DD
Delaware”, and together with Electrowave, Flotech, and Mako, each a
“Guarantor”,
and collectively, the “Guarantors”),
and Whitney National Bank, a national banking association (together with its
successors and assigns, “Lender”).




RECITALS




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




B. To
support the “Obligation” under, and as defined in, the Existing Credit
Agreement, each of the Guarantors executed that certain Guaranty, dated as of
November 11, 2008 (as amended, restated, or supplemented from time to time, the
“Guaranty”),
in favor of Lender.




C. To secure
(i) the “Obligation” under, and as defined in, the Existing Credit Agreement,
and (ii) the “Guaranteed Obligations” under, and as defined in, the Guaranty,
Borrower and each Guarantor executed that certain Security Agreement dated as of
November 11, 2008 (as amended by that certain First Amendment to Security
Agreement dated December 18, 2008, that certain Second Amendment to Security
Agreement dated May 29, 2009, and as further amended, restated, or supplemented
from time to time, the “Security
Agreement”), pursuant to which Borrower and each Guarantor granted a lien
on all of their respective assets in favor of Lender.




D. Flotech,
as borrower, and TD Bank, N.A., a corporation organized under the laws of the
United States of America (together with its successors and assigns, “TD Bank”),
as lender, previously entered into that certain Loan Agreement dated February
13, 2009 (as amended, restated or supplemented, the “TD Bank Loan
Agreement”).




E. In
connection with the execution of the TD Bank Loan Agreement, Lender and TD Bank
previously executed that certain Intercreditor Agreement dated as of February
13, 2009 (as amended, restated, or supplemented, the “Intercreditor
Agreement”), which was acknowledged by Borrower and Flotech, and pursuant
to which, subject to the terms and conditions therein, the Lender and TD Bank
agreed to certain terms regarding their respective rights, title, and interest
to (i) certain collateral securing the obligations of Flotech under the TD Bank
Loan Agreement, and (ii) certain collateral securing the obligations of Borrower
under the Existing Credit Agreement.




F. Borrower
and Lender have amended and restated the terms of the Existing Credit Agreement
by entering into 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 from time to time, the “Amended and
Restated Credit Agreement”).




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G. The
execution and delivery of this Agreement is a material inducement for Lender’s
agreement to continue to extend credit to Borrower under the Amended and
Restated Credit Agreement.




H. Capitalized
terms used but not defined in this Agreement shall have the meanings given them
in the Amended and Restated Credit Agreement.




AGREEMENTS




NOW,
THEREFORE, for the premises and other valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Borrower and each Guarantor agree as
follows in respect of the Loan Documents or other documents to which it is a
party:




1. Ratification and Amendment
of Guaranty.  Each Guarantor hereby (a) ratifies and
confirms its obligations and liabilities under the Guaranty, (b) agrees that all
references in the Guaranty to the “Credit Agreement” shall be amended and shall
refer to the Amended and Restated Credit Agreement, (c) agrees that all
references in the Guaranty to the “Obligation” shall be amended to mean the
“Obligation” under, and as defined in, the Amended and Restated Credit
Agreement, (d) agrees that all references in the Guaranty to the “Loan
Documents” shall be amended to mean the “Loan Documents” under, and as defined
in, the Amended and Restated Credit Agreement, and (e) releases Lender from any
liability for actions or omissions in connection with the Existing Credit
Agreement prior to the date of this Agreement.  Each Guarantor
acknowledges and agrees that the Guaranty continues in full force and effect and
that under the Guaranty, the Guarantor guarantees to Lender the full payment and
performance of the Borrower’s obligations under the Amended and Restated Credit
Agreement and the other Loan Documents (as defined in the Amended and Restated
Credit Agreement).




2. Ratification and Amendment
of Security Agreement.  Borrower and each Guarantor
hereby (a) ratifies and confirms its obligations and liabilities under the
Security Agreement, (b) agrees that all references in the Security Agreement to
the “Credit Agreement” shall be amended and shall refer to the Amended and
Restated Credit Agreement, (c) agrees that all references in the Security
Agreement to the “Obligation” shall be amended to mean the “Obligation” under,
and as defined in, the Amended and Restated Credit Agreement, (d) agrees that
all references in the Security Agreement to the “Loan Documents” shall be
amended to mean the “Loan Documents” under, and as defined in, the Amended and
Restated Credit Agreement, and (e) releases Lender from any liability for
actions or omissions in connection with the Existing Credit Agreement and the
Security Agreement prior to the date of this Agreement.  Borrower and
each Guarantor acknowledges and agrees that the Security Agreement continues in
full force and effect and that under the Security Agreement, Borrower and each
Guarantor, as applicable, has pledged to Lender the “Collateral” under, and as
defined in, the Security Agreement to secure the full payment and performance of
the Borrower’s obligations under the Amended and Restated Credit Agreement and
the other Loan Documents (as defined in the Amended and Restated Credit
Agreement).




3. Ratification of
Intercreditor Agreement.  Each of Borrower and Flotech
hereby (a) ratifies and confirms the agreements set forth in the
Intercreditor Agreement, and (b) releases Lender from any liability for actions
or omissions in connection with the Existing Credit Agreement or the
Intercreditor Agreement prior to the date of this Agreement.




4. Successors and
Assigns.  This Agreement binds Borrower, Guarantors, and their
respective successors and assigns, as applicable, and inures to the benefit of
Lender, and its successors and assigns.




5. Governing
Law.  This Agreement must be construed – and its performance
enforced – under Texas law.




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6. Counterparts.  This
Agreement may be executed in any number of counterparts with the same effect as
if all signatories had signed the same document.  All counterparts
must be construed together to constitute one and the same
instrument.  This Agreement may be transmitted and signed by facsimile
or by PDF (portable document format).  The effectiveness of any such
documents and signatures shall, subject to applicable law, have the same force
and effect as manually-signed originals and shall be binding on Borrower,
Guarantors, and Lender.  Lender may also require that any such
documents and signatures be confirmed by a manually-signed original; provided that, the failure to
request or deliver the same shall not limit the effectiveness of any facsimile
or PDF document or signature.




7. Entire
Agreement.  THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG
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 AMONG THE PARTIES.








[Signatures are on the following
pages.]






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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as
of the date set out in the Preamble.




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
























Signature
Page to Ratification of Guaranty, Security Agreement,
 and
Intercreditor Agreement
  4
  GUARANTORS:
                    
                    ELECTROWAVE
      USA, INC.,
                    a
      Nevada corporationBy:
                /s/ Eugene
      L. ButlerEugene
      L. ButlerChief
      Financial Officer






FLOTATION
      TECHNOLOGIES, INC.,
                    a
      Maine corporationBy:
                /s/ Eugene
      L. ButlerEugene
      L. ButlerChief
      Financial Officer
   MAKO
      TECHNOLOGIES, LLC,
                        a
      Nevada limited liability companyBy:
                  /s/ Eugene
      L. ButlerEugene
      L. ButlerChief
      Financial Officer
   DEEP
      DOWN INC.,
                            a
      Delaware corporationBy:
                    /s/ Eugene
      L. ButlerEugene
      L. ButlerChief
      Financial Officer
  
 Signature
Page to Ratification of Guaranty, Security Agreement,
 and
Intercreditor Agreement
  5




LENDER:
                      
                      WHITNEY
      NATIONAL BANK,
                      a
      national banking associationBy:
                /s/ Paul
      W. ColePaul
      W. ColeVice
      President

















Signature
Page to Ratification of Guaranty, Security Agreement,


and
Intercreditor Agreement




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