WAIVER





THIS
WAIVER (this “Waiver”)
is entered into as of August 7, 2009 and effective as of June 30, 2009 (the
“Effective
Date”), 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 First Amendment to Credit Agreement dated December 18, 2008,
Second Amendment to Credit Agreement dated February 13, 2009, and as further
amended, restated, or supplemented, the “Credit
Agreement”).




B.           Borrower
acknowledges it is in violation and not in compliance with certain covenants as
set forth under Section 10 of the Credit Agreement as of the fiscal quarter
ending June 30, 2009.




C.           Borrower
has requested that the Lender waive such noncompliance.




D.           Lender
is willing to agree to such waiver, on the terms and conditions set forth
herein.




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




AGREEMENT




Section
1.                      Waiver.  The
Lender hereby waives, as of the Effective Date, any violation and noncompliance
with those certain covenants for the fiscal quarter ending June 30, 2009 as set
forth under Sections 10.1 and 10.2 and 10.3 of the Credit
Agreement.




Section
2.                      Representations and
Warranties.Borrower represents
and warrants to Lender that (a) the representations and warranties in each Loan
Document to which it is a party are true and correct in all material respects on
and as of the date of this Waiver as though made on the date of this Waiver
(except to the extent
that such representations and warranties speak to a specific date), (b) it is in
full compliance with all covenants and agreements contained in each Loan
Document to which it is a party, and (c) no Default or Potential Default has
occurred and is continuing.  The representations and warranties made
in this Waiver shall survive the execution and delivery of this
Waiver.  No investigation by Lender is required for Lender to rely on
the representations and warranties in this Waiver.




Section
3.                      Miscellaneous.




(a)           No Waiver of
Defaults.  Except as expressly set out above, this Waiver does
not constitute (i) a waiver of, or a consent to, (A) any provision of the Credit
Agreement or any other Loan Document not expressly referred to in this Waiver,
or (B) any present or future violation of, or default under, any provision of
the Loan Documents, or (ii) a waiver of Lender’s right to insist upon future
compliance with each term, covenant, condition and provision of the Loan
Documents.











(b)           Form.  Each
agreement, document, instrument or other writing to be furnished Lender under
any provision of this Waiver must be in form and substance satisfactory to
Lender and its counsel.




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




(d)           Costs, Expenses and
Attorneys’ Fees.  Borrower agrees to pay or reimburse Lender
$10,000 on demand for all its reasonable out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation, and execution of this
Waiver, including, without limitation, the reasonable fees and disbursements of
Lender’s counsel.




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




(f)           Multiple
Counterparts.  This Waiver 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 Waiver 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
that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile or PDF document or signature.




(g)           Governing
Law.  This Waiver and the other Loan Documents must be
construed, and their performance enforced, under Texas law.







[Signatures are on the following
page.]


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




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





LENDER:WHITNEY
      NATIONAL BANK,
                    a
      national banking associationBy:
                /s/
      Lee MediamolleLee
      MediamolleVice
      President






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