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Contract Assignment And Amendment Agreement

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This CONTRACT ASSIGNMENT AND AMENDMENT AGREEMENT (this " Agreement "), is made and entered into as of December 31, 2010, by and among DEEP DOWN, INC., a corporation existing under the laws of Nevada (" Assignor "), CUMING FLOTATION TECHNOLOGIES, LLC, a Delaware limited liability company (" Assignee "), CUMING CORPORATION, a corporation existing under the laws of the Commonwealth of Massachusetts (" Cuming ") and the stockholders of Cuming listed o n the signature pages hereof under the heading "Selling Stockholders" (collectively, the " Selling Stockholders "). Capitalized terms used herein but not defined shall have the meanings as set forth and defined in the Contribution Agreement (as defined below).

WHEREAS, Assignor, Cuming and the Selling Stockholders, are parties to that certain Stock Purchase Agreement dated May 3, 2010, as amended (the " SPA ");

WHEREAS, pursuant to Section 10.8 of the SPA, Assignor is permitted to assign its right, title and interest in, to and under the SPA;

WHEREAS, Assignor and Assignee are parties to that certain Contribution Agreement dated December 31, 2010 (the " Contribution Agreement "), which provides, among other things, Assignor will sell, transfer, convey, assign and deliver, and Assignee will purchase, accept, acquire and assume from Assignor all of its right, title and interest in, to and under the SPA;

WHEREAS, to evidence and effect the sale, transfer, conveyance, assignment and delivery of the SPA, Assignor has agreed to execute and deliver this Agreement to Assignee, and Assignee has agreed to execute and deliver this Agreement to Assignor.

WHEREAS, in addition, the parties hereto desire to amend the SPA in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Assignment of the SPA . On the terms and subject to the conditions set forth in the Contribution Agreement, Assignor hereby sells, assigns, transfers, conveys and delivers to Assignee, all of its right, title and interest in, to and under the SPA and Assignee does hereby accept such assignment from Assignor and assume all of Assignor's obligations under the SPA.

2. Amendment of the SPA. The parties hereto agree that Section 2.4(b) of the SPA shall be amended and restated to read as follows:

"Within 120 days following the Closing Date, Purchaser shall deliver to the Stockholder Representative a consolidated balance sheet of the Company and the Subsidiaries as of the open of business on the Closing Date (the " Closing Balance Sheet ") and a statement of Closing Working Capital and final Net Customer Deposit Liabilities derived from the Closing Balance Sheet (the " Closing Working Capital Statement "). The Closing Balance Sheet and the Closing Working Capital Statement shall be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures , with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company's audited Financial Statements for the most recent fiscal year end."


3. Cash Adjustment. In connection with the Closing and the consummation of the transactions contemplated under the SPA and this Agreement, the parties hereto agree that:

(a) On the Closing Date, Assignee shall pay the Purchase Price plus an amount equal to $
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