WAIVER
AGREEMENT





THIS
WAIVER AGREEMENT (this “Agreement”)
is entered into as of September 10, 2009, and effective as of September 1, 2009
between DEEP DOWN, INC., a Nevada corporation (“Borrower”),
and WHITNEY NATIONAL BANK, a national banking association (the “Lender”).  Capitalized
terms used but not defined in this Waiver have the meanings given them in the
Credit Agreement (defined below).




RECITALS




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




B.           Borrower
has informed Lender of circumstances that, absent the waiver provided under this
Agreement, would constitute the basis for a Default under the Credit Agreement
arising pursuant to Section 11.9 thereof.




NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the undersigned hereby agree as follows:




1.           Waiver.  Subject
to the conditions set out in this Agreement, Lender (a) waives any violation of
Section
11.9 of the Credit Agreement, or any Default arising thereunder,
resulting solely from the resignation of Robert E. Chamberlain, Jr. and his
ceasing to be an executive officer of the Borrower (constituting a Change of
Management under the Credit Agreement), and (b) agrees not to exercise any of
the rights or remedies available to it under the Loan Documents as a result of
the violation or Default described in clause (a)
above.




2.           Conditions.  This
Agreement shall be effective once each of the following have been delivered to
Lender:




(a)           this
Agreement executed by Borrower and Lender; and




(b)           such
other documents as Lender may reasonably request.





3.           Miscellaneous.




(a)           Headings.  The
headings and captions used in this Agreement are for convenience only and will
not be deemed to limit, amplify or modify the terms of this Agreement, the
Credit Agreement, or the other Loan Documents.










(b)           Costs, Expenses and
Attorneys’ Fees.  Borrower agrees to pay or reimburse Lender on
demand for all its reasonable out-of-pocket costs and expenses incurred in
connection with the preparation, negotiation, and execution of this Agreement,
including, without limitation, the reasonable fees and disbursements of Lender’s
counsel.




(c)           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of each of the undersigned and their respective successors and permitted
assigns.




(d)           Multiple
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 portable document format (PDF).  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 and Lender.  Lender may also require that any such
documents and signatures be confirmed by a manually-signed original; provided thatthe failure to
request or deliver the same shall not limit the effectiveness of any facsimile
or PDF document or signature.




(e)           Governing
Law.  This Waiver must be construed, and its performance
enforced, under Texas law.




(f)           Entirety.  This Waiver
Represent the Final Agreement Between Borrower and Lender relating to the
subject matter of this waiver 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
page.]






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The
Agreement is executed as of the date set out in the preamble to this
Agreement.






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


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




Signature
Page to Waiver Agreement





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