Re: Guaranty dated as of November 11, 2008 (as amended, restated, or supplemented from time to time, the "Guaranty") executed by ELECTROWAVE USA, INC., a Nevada corporation, FLOTATION TECHNOLOGIES, INC., a Maine corporation, MAKO TECHNOLOGIES, LLC, a Nevada limited liability company, and DEEP DOWN I

A.           DEEP DOWN, INC., a Nevada corporation (“ 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.           DEEP DOWN INTERNATIONAL HOLDINGS, LLC, a Nevada limited liability company (“ New Guarantor ”), was recently organized and is or will become a direct wholly-owned subsidiary of Borrower.

C.           To comply with the terms and provisions of the Credit Agreement, New Guarantor and Existing Guarantors have agreed to execute this Joinder Agreement for the benefit of Lender.

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

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