PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into as of the 22 ^nd   day of May, 2009 (the "Effective Date " ), between JUMA Properties, LLC, a Texas limited liability company ("Seller") and Deep Down, Inc., a Nevada corporation ("Purchaser").

In consideration of the mutual covenants set forth herein and in consideration of the advance deposit herein called for, the receipt and sufficiency of which are hereby acknowledged by Seller, the parties hereto hereby agree as follows:

1.            Sale and Purchase . Seller shall sell, convey, and assign all of its right, title and interest in the Property (hereinafter defined) to Purchaser, and Purchaser shall purchase and accept from Seller, for the Purchase Price (hereinafter defined) and on and subject to the terms and conditions herein set forth, the following:

(a)           The tract of land situated in Harris County, Texas is described on Exhibit "A " attached hereto and made a part hereof for all purposes, together with all rights and interests appurtenant thereto, including all of Seller ' s right title, and interest in and to adjacent streets, alleys, rights-of-way, and any adjacent strips of real estate (the "Land " ); all fixtures and improvements located on the Land which are owned by Seller (the "Improvements " ); and all rights, titles, and interests appurtenant to the Land and Improvements;

(b)           All plans, drawings, specifications, surveys, engineering reports, environmental reports and surveys, soils reports, and other technical information related to the Property and in Seller ' s possession; and

(c)           all tangible personal property owned by Seller located on or used in connection with the Property, and all of Seller ' s interest in any service, maintenance or management contracts, in any equipment warranties, and in any licenses, permits and trade names related to the operation and ownership of the Land and Improvements.

All of the Property shall be conveyed, assigned, and transferred to Purchaser at Closing (hereinafter defined) free and clear of all liens, claims, easements, and encumbrances whatsoever except for the Permitted Encumbrances (hereinafter defined).

2.            Purchase Price . The price for which Seller shall sell and convey the Property to Purchaser, and which Purchaser shall pay to Seller, is TWO MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS ($2,600,000.00) (the "Purchase Price " ), to be paid in cash at Closing (as defined in Section 8 hereof) as follows: (i) cash in the sum of FIVE HUNDRED SEVENTY THOUSAND AND NO/100 DOLLARS ($570,000.00) (an amount to which Seller acknowledges has been paid by Purchaser to Seller as of the date hereof and prior to Closing and hereinafter referred to as the "Advance " ) and (ii) proceeds from a third-party mortgage loan to be obtained from Whitney National Bank in the sum of TWO MILLION THIRTY THOUSAND AND NO/100 DOLLARS ($2,030,000.00), on such terms and conditions as may be acceptable to Purchaser, in Purchaser ' s sole discretion.

(a)            Title Commitment and Title Exception Documents . Prior to Closing, Seller shall provide, or cause to be provided, to Purchaser the following:

(1)           A Commitment for Title Insurance ("Title Commitment " ) issued by AmeriPoint Title (the "Title Company " ) covering the Land; and

(2)           Copies of all documents referred to in the Title Commitment ("Title Commitment Documents " ).

(b)            Survey . Prior to Closing, Seller shall deliver to Purchaser a survey (the "Survey " ) of the Land acceptable to the Title Company for purposes of issuance of the Policy hereinafter described, and acceptable to Purchaser.

(c)            Other Documents . Prior to Closing, Seller shall deliver or make available to Purchaser the following:

(1)           Copies of all engineering and technical reports in the possession or control of Seller or its representatives that concern the Land and Improvements, including, without limitation, soil testing reports and reports of environmental or hazardous material inspections or surveys;

(2)           Copies of all plans and specifications that describe or relate to the wet or dry utilities on the Land, and any as-built drawings related to the Improvements;

(3)           Copies of all licenses, permits, or similar documents relating to the Property;

(4)           Copies of all property tax assessments and bills relating to the Property for the year 2008 and copies of bills reflecting the payment of such taxes;

(5)           True and complete copies of any and all services, maintenance, management or other contracts with respect to the Property;

(6)           True and complete copies, if any, of all warranties or guarantees with respect to any equipment or appliances constituting a portion of the Property;

(7)           An inventory of the furniture, fixtures, appliances, equipment and other personal property owned by Seller and located on, or used in connection with, the operation of the Property;

(8)           Such other information and documents relating to the Property that are in Seller ' s possession and/or control and that are reasonably requested by Purchaser.

4.            Right to Inspect Property and Books and Records . From the Effective Date to the Closing Date, unless earlier terminated, Seller shall afford Purchaser and its representatives a continuing right to inspect, at reasonable hours, the Property and all of Seller ' s books and records pertaining to the Property; provided, however, that in conducting its inspection of the Property, Purchaser shall not unreasonably interfere with the business and operations of the Property.  Further, Purchaser shall indemnify and hold Seller harmless from all costs, expenses, damages, and liabilities incurred as a direct result of Purchaser ' s inspection of the Property, which indemnity shall survive the expiration or earlier termination of this Agreement. Purchaser ' s indemnity of Seller shall not extend to losses arising out of or in connection with Seller ' s negligent acts or willful misconduct. Purchaser agrees to keep all information furnished to it by Seller strictly confidential, but may share such information with its legal counsel, consultants and advisors in connection with the transaction contemplated hereby. If the sale of the Property is not consummated pursuant hereto, Purchaser must restore the Property to as near its pre-entry condition as may be practicable, and Purchaser shall immediately return all such information to Seller.

(a)           Purchaser shall have the right to object in writing to any liens and encumbrances reflected by the Title Commitment or Survey. All liens and encumbrances to which Purchaser so objects are hereinafter referred to as the "Non-Permitted Encumbrances. " Such written notice of Purchaser ' s objections to Non-Permitted Encumbrances (the "Title Objection Notice " ) shall be provided to Seller prior to Closing after the receipt by Purchaser of the last of the Title Commitment and Survey, original, updated, or new, as the case may be  (the "Title Objection Date " ). If no such Title Objection Notice is given by the Title Objection Date, then it shall be deemed that all matters reflected by the Survey and Title Commitment are "Permitted Encumbrances. " Seller shall have the right, but not the obligation, at its sole cost, to cure or remove all Non-Permitted Encumbrances and shall give Purchaser written notice ("Seller ' s Cure Notice " ) of Seller ' s intent to do so within five (5) business days after receipt by Seller of Purchaser ' s Title Objection Notice. If Seller does not provide a Seller ' s Cure Notice to Purchaser or, if Seller does provide a Seller ' s Cure Notice to Purchaser but does not agree therein to cause all of the Non-Permitted Encumbrances to be removed or cured, then Purchaser shall have the right either (i) to terminate this Agreement in accordance with Section 11(b) hereof by delivering notice to Seller within the earlier to occur of five (5) business days after the date Seller ' s Cure Notice was due or (ii) to elect to purchase the Property subject to the Non-Permitted Encumbrances which Seller has not agreed to cure or remove, and such Non-Permitted Encumbrances subject to which Purchaser elects to purchase the Property shall thereafter become Permitted Encumbrances. If Seller agrees in Seller ' s Cure Notice to cure or remove any Non-Permitted Encumbrances but thereafter, fails to timely remove such Non-Permitted Encumbrances on or before the Closing Date, then Purchaser shall be entitled to either (xx) terminate this Agreement in accordance with Section 11(b) hereof by delivering written notice to Seller or (yy) elect to purchase the Property subject to the Non-Permitted Encumbrances which Seller has not cured or removed, and such Non-Permitted Encumbrances subject to which Purchaser elects to purchase the Property shall thereafter become Permitted Encumbrances.

(b)           Seller shall provide, at Closing, the standard form of Owner Policy of Title Insurance promulgated for use in Texas by the Texas Department of Insurance (the "Policy " ), issued by the Title Company, in Purchaser ' s favor in the full amount of the Purchase Price for the Property, insuring Purchaser ' s indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions contained in the standard form of Policy. Purchaser shall be obligated to pay for any deletions, special endorsements or other changes or modifications to the Policy.

(a)            Seller ' s Representations, Warranties and Certain Covenants . In addition to the express warranties under the deed referred to in Section 8(b)(1) hereof, and other conveyance, assignment, and transfer documents to be delivered to Purchaser at Closing, Seller hereby represents and warrants to, and covenants with, Purchaser that:

(1)            Authority and Binding Agreement . Seller has full right, power, and authority to execute and deliver this Agreement and to consummate the purchase and sale transactions provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms;

(2)            Good and Indefeasible Title . Seller has good and indefeasible title to the Property, subject only to the exceptions to title set forth in the Title Commitment;

(3)            Operation of the Property . From the Effective Date until the Closing Date, Seller shall: (i) maintain and operate the Property in its ordinary course and in the same manner as Seller has heretofore maintained and operated same, (ii) keep the Property in good repair and not defer any maintenance required in the ordinary course of the business, (iii) not, without the prior written consent of Purchaser, enter into any new lease or amend any existing lease, and (iii) not, without the prior written consent of Purchaser, enter into any agreement or instrument or take any action that would encumber the Property after Closing, that would bind Purchaser or the Property after Closing, or that would be outside the normal scope of maintaining and operating the Property;

(4)            Condemnation . Seller has no knowledge of any condemnation proceedings or proposed proceedings against the whole or any part of the Property and no such proceedings or proposed proceedings have been commenced;

(5)            No Litigation; No No