This Consulting Agreement (the "Agreement") is made this 6th day of August, 2007, between Deep
Down, Inc., located at 15473 East Freeway, Channelview, Texas 77530 (the "Company") and Strategic Capital
Services, Inc., located at 16810 Bending Creek, Friendswood, Texas 77546 (the "Consultant").
TERMS AND DUTIES
The Consultant is hereby engaged for a three-year period commencing August 6, 2007 (the "Initial
Term"), and the Consultant hereby accepts the engagement by providing the services of Robert E.
Chamberlain, Jr. ("Chamberlain") as Chairman and Chief Acquisitions Officer. The Initial Term shall be
automatically renewed for up to two successive consecutive one (1) year periods (each, a "Renewal
Term" and the Initial Term and Renewal Term are collectively referred to as the "consulting period")
thereafter unless either party sends notice to the other party, not more than 270 days and not less than 90
days before the end of the then-existing consulting period, of such party's desire to terminate the
Agreement at the end of the then-existing term, in which case this Agreement will terminate at the end of
the then- existing term. Consulting services will be provided at the Company address or at such other
places as may be directed by the Company. The Consultant agrees that time is to be scheduled by the
Company and to devote reasonable productive time, ability and attention to the business of the Company
during the term of this Agreement, subject to the direction and supervision of the Company.
As compensation for services rendered under this Agreement, the Consultant shall be entitled to receive a
base consulting fee of One Hundred Eighty Thousand and NO/100 DOLLARS ($180,000.00) per
annum payable twice monthly plus an amount equal to Federal and State payroll withholdings customarily
withheld for an employee earning this compensation, including but not limited to FICA and Medica