Deep Down Executes LOI to Acquire ElectroWave USA

Deep Down, Inc. (OTC Bulletin Board: DPDW) today announced it has signed a letter of intent to acquire ElectroWave USA, an electronic monitoring/control system designer and manufacturer serving the energy, military, and commercial sectors, located in Houston, Texas.

"We are excited to have an executed letter of intent to acquire ElectroWave," commented Ron Smith, Deep Down's chief executive officer. "The electronic monitoring and control expertise provided by the acquisition of ElectroWave is a perfect addition to Deep Down's range of products and services, and complements our business plan of consolidating service providers within the offshore oil and gas industry.

"Added to Deep Down's spectrum of innovative pneumatic and hydraulic system products and services, ElectroWave's electronic monitoring/control capabilities greatly expands the breadth of products and services we offer. This acquisition is a key ingredient of Deep Down's plan to offer a 'one-stop- shop' to the offshore oil and gas support industry," Smith concluded.

Deep Down has now commenced the required due-diligence phase of the acquisition and, upon favorable completion, intends to execute the definitive agreement.

"The combination of ElectroWave's electronic monitoring and control product lines with Deep Down's innovative offshore oil and gas support products and services will create a powerful solution provider to the vital energy industry," commented Martin L. Kershman, ElectroWave's president. "This combination of capabilities truly is a situation where the whole becomes stronger than the sum of its parts. Giving our collective customers exposure to each others' broad range of products and services greatly enhances our market reach, and also sets the stage for exciting research and development initiatives pioneering novel offshore and deep water support solutions."

About ElectroWave

ElectroWave offers products and services in the fields of electronic monitoring and control systems for the energy, military, and commercial business sectors. ElectroWave designs, manufactures, installs, and commissions integrated PLC and SCADA based instrumentation and control systems, including ballast control and monitoring, drilling instrumentation, vessel management systems, marine advisory systems, machinery plant control and monitoring systems, and closed circuit television systems. ElectroWave's customers include Transocean Offshore, Diamond Offshore, Marinette Marine Corporation, VT Halter, Atlantic Marine, New York City Department of Transportation, and others. ElectroWave's equipment is also installed on some of the latest generation United States Coast Guard and United States Navy vessels. Current systems are in operation in the United States Gulf of Mexico, the North Sea, Baku, Vietnam, Singapore, Nigeria, Equatorial Guinea, Cameroon, Angola, India, Egypt, the United Kingdom, Russia, Brazil, Australia, Indonesia, and the Middle East. For further company information, please visit http://www.electrowaveusa.com.

About Deep Down, Inc.

Deep Down specializes in the provision of innovative solutions, installation management, engineering services, support services, and storage management services for the offshore subsea control, umbilical, and pipeline industries. The company also fabricates component parts for subsea distribution systems and assemblies that specialize in the development of offshore subsea fields and tie backs. These items include umbilicals, flowlines, distribution systems, pipeline terminations, controls, winches, and launch and retrieval systems, among others. Deep Down provides these services from the initial field conception phase, through manufacturing, site integration testing, installation, topside connections, and the final commissioning of a project. The company's strategy is to consolidate service providers to the offshore industry, and designers and manufacturers of subsea, surface, and offshore rig equipment used by major integrated, large independent, and foreign national oil and gas companies in deep-water exploration and production of oil and gas throughout the world. Deep Down's customers include BP Petroleum, Royal Dutch Shell, Exxon Mobil Corporation, Devon Energy Corporation, Chevron Corporation, Anadarko Petroleum Corporation, Marathon Oil Corporation, Kerr-McGee Corporation, Nexen Inc., BHP, Amerada Hess, Helix, Oceaneering International, Inc., Subsea 7, Inc., Acergy, Veolia Environmental Services, Noble Energy Inc., Aker Kvaerner, Cameron, Oil States, Dril-Quip, Inc., Nexans, Cabett, JDR, and Duco, among others. For further company information, please visit http://www.deepdowninc.com.

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FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties and other factors that may cause Deep Down or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements.

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