SEVERANCE AND SEPARATION
AGREEMENT





This Severance and Separation Agreement
(the “Agreement”) is between Strategic Capital Services, Inc. and Robert E.
Chamberlain, Jr. (“Consultant”) and Deep Down, Inc., including it’s wholly-owned
subsidiaries (“Deep Down”).





WHEREAS, Consultant has been advised
that his consulting services with Deep Down will be ending as set forth in this
Agreement; and





WHEREAS, the parties wish to set forth
here their understanding regarding severance arrangements and certain other
matters in connection with the planned termination of Consultant’s services at
Deep Down; and





WHEREAS, the Consultant and Deep Down
are parties to a Consulting Agreement dated August 6, 2007 (the “Consulting
Agreement”).





WHEREAS, the parties acknowledge that
good and valuable consideration is being received by each party to this
Agreement.





NOW, THEREFORE, the parties agree as
follows:





1.
            The
      Consulting Agreement and Robert E. Chamberlain, Jr.’s named executive
      positions of Chairman of the Board, Director and Chief Acquisitions
      Officer with Deep Down terminated/will terminate effective August 31,
      2009;





2.
            From
      September 1, 2009 through August 5, 2010, Strategic Capital Services, Inc.
      will receive compensation from Deep Down in the amount of $10,910.08 on
      the 15th
      and the last day of each month for a total of 11 monthly payments of
      $21,820.16 and a final payment of $3,519.38 on August 5, 2010; Mr.
      Chamberlain will continue to consult with the Company on acquisitions and
      any other corporate matters when requested by
  management.





3.
            Robert
      E. Chamberlain, Jr. shall receive 750,000 shares of Deep Down
      stock.  This stock shall be presented to Robert E. Chamberlain,
      Jr. and he shall be the legal and beneficial owner of the stock no later
      than October 1, 2009;





4.
            Any
      shares of stock that have been issued to Consultant, but that have not yet
      vested, shall be deemed to be vested upon the signing of this Agreement;
      and





5.
            Robert
      E. Chamberlain, Jr. will remain in possession of the laptop computer at
      the end of his service with Deep
Down.












In
exchange for the payments and benefits provided for in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Consultant and Deep Down hereby forever unconditionally and
irrevocably mutually release and discharge each other and all of their direct
and indirect affiliates, subsidiaries (wholly-owned or not), members, branches,
divisions, business units or groups, agencies, predecessors, successors and
assigns, any employee benefit plans established or maintained by any of the
foregoing entities and each and all of their current and former officers,
directors, employees (other than Consultant), trustees, plan administrators,
agents, attorneys, representatives, partners, advisors and shareholders (the
“Released Parties”) from any and all claims, causes of action, complaints,
agreements, promises (express or implied), contracts, undertakings, covenants,
guarantees, grievances, liabilities, damages, rights, obligations, expenses,
debts and demands whatsoever arising out of, in connection with or relating in
any way to Consultant’s employment with Deep Down, in law or equity, known or
unknown, whether present or future, and of whatsoever kind or nature, which
Consultant and Deep Down, their heirs, executors, administrators,
representatives and assigns ever had, now have or hereafter can, shall or may
have, for upon, or by reason of any alleged or actual matter, cause or thing
from the beginning of time until the date this Agreement is signed. Consultant
and Deep Down acknowledge that this release and discharge of claims specifically
includes, but is not limited to, any and all claims for fraud; breach of
contract; breach of the implied covenant of good faith and fair dealing;
inducement of breach; interference with contractual rights; wrongful or unlawful
discharge or demotion; violation of public policy; negligent misrepresentation;
conspiracy; failure to pay wages, benefits, vacation pay, severance pay,
attorney’s fees, or any other compensation of any sort; defamation; claims under
any federal, state or local securities law, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and any similar statute.





Consultant and Deep Down understand and
acknowledge that by signing this Agreement they are waiving and releasing any
and all claims they may have concerning the terms and conditions of Consultant’s
employment and the termination of his employment under any U.S. or Canadian law
or the last of any state, city, province, locality or commonwealth, including
those prohibiting discrimination on the basis of age, sex, race, color,
disability, religion, creed, national origin, ancestry, sexual orientation,
handicap, pregnancy, marital status, citizenship or any other protected factor
or characteristic, prohibiting discrimination for requesting or taking a family
or medial leave, prohibiting discrimination with regard to benefits or any other
terms and conditions of employment, or prohibiting retaliation in connection
with any complaint or claim of alleged discrimination or harassment and that he
intends to do so.  As such, this release includes, but is not limited
to, any claims arising under the Americans with Disabilities Act (“ADA”), the
Civil Rights Act of 1991, Title VII of the Civil Rights Act of 1964, as amended,
the Civil Rights Act of 1866, as amended, the Family and Medical Leave Act of
1993, the Employee Retirement Income Security Act, as amended (“ERISA”), the
Worker Adjustment and Retraining Notification Act (“WARN”), the Fair Labor
Standards Act (“FLSA”), the Age Discrimination in Employment Act, as amended,
and any other relevant Texas Act.





Consultant
and Deep Down each represent and warrant that it has not assigned or subrogated
any of its rights, claims and causes of actions, including any claims referenced
in this Agreement, or authorized any other person or entity to assert such claim
or claims on its behalf, and Consultant and Deep Down each agree to indemnify
and hold harmless the other party and the Released Parties of the other party
against any assignment of said rights, claims and/or causes of
action.






2




Consultant
further acknowledges the following:





i.
            Deep
      Down, by providing this Agreement on September 3, 2009, advised the
      Consultant to consult with an attorney prior to executing this
      Agreement;


ii.
            Deep
      Down has provided Consultant the opportunity to review and consider the
      Agreement for twenty-one days from the date Consultant receives this
      Agreement.  At Consultant’s option and sole discretion,
      Consultant may waive the twenty-one day review period and execute this
      Agreement before the expiration of twenty-one days.  In electing
      to waive the twenty-one day review period, Consultant acknowledges and
      admits that he was given a reasonable period of time within which to
      consider this Agreement and his waiver is made freely and voluntarily,
      without duress or any coercion by any other person;
  and


iii.
            Consultant
      may revoke this Agreement within a period of seven days after execution of
      this Agreement.  Consultant agrees that any such revocation is
      not effective unless it is made in writing and delivered to Deep Down
      before the end of the seventh calendar day.  Under any such
      valid revocation, Consultant will not be entitled to any rights under this
      Agreement.  This Agreement becomes effective on the eighth
      calendar day after it is executed by both parties (the “Effective
      Date”).





This Agreement contains the entire
agreement between Consultant and Deep Down and supersedes and cancels any
agreement and understanding between the parties on the subjects covered herein,
and no agreements, representations or statements of either party not contained
in this Agreement shall bind that party.  This Agreement can be
modified only in writing signed by both parties.





The
provisions of this Agreement are severable, and if for any reason any part
hereof shall be found to be unenforceable, the remaining provisions shall be
enforced in full.  If any provision of this Agreement is found to be
invalid or unenforceable, such provision shall be modified as necessary to
permit this Agreement to be upheld and enforced to the maximum extent permitted
by law.





IN WITNESS WHEREOF, the parties have
executed this Agreement on the 3rd day
of September, 2009.




STRATEGIC
      CAPITAL SERVICES, INC.
              
              
              DEEP
      DOWN, INC.By:
      /s/ Robert E. Chamberlain,
      Jr.
              
              
              By:
      /s/ Eugene L. ButlerPrinted
      Name: Robert E. Chamberlain,
      Jr.
              
              
              Printed
      Name:Eugene L.
ButlerTitle:
      President
              
              
              Title:
      Chief Financial OfficerCONSULTANT/s/ Robert E. Chamberlain,
    Jr.Robert
      E. Chamberlain, Jr.





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