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Sulphur Mt.

05/01/08 7:56 PM

#62862 RE: Jay Walka #62861

from 6/6/07 pr

Mr. Butler will receive three-million options, each to purchase one share of common stock of Deep Down, Inc. at an exercise price of $0.515 per share. One-third of these options will vest on each of May 31, 2008, 2009, and 2010. The options will expire on August 31, 2010.