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jchawk

09/10/08 1:57 PM

#77688 RE: jchawk #77684

Here are the amendments that I found, looks pretty standard to me anyone care to comment? -

Summary of the Amendments

Stockholder Nominations and Proposals. The Amendments provide that notice of any nomination by stockholders of a person for election to the board of directors or proposal by a stockholder of business to be conducted by the corporation at a meeting of the stockholders must be delivered in writing to the Company not less than 30 days nor more than 60 days prior to the meeting (or if we give less than 40 days notice of such meeting, within 10 days following the date we provide notice of such meeting). A nomination by a stockholder of a person to be elected to the board of directors must contain (i) the name, age, business address, and residence addresses of the nominee; (ii) the principal occupation of such nominee; and (iii) the number of shares of stock beneficially owned by such nominee. A proposal for new business must contain (i) a brief description and the reason for conducting such business at the meeting; (ii) the name and address of the stockholder making the proposal; (iii) the class and number of shares beneficially owned by the stockholder; and (iv) any material interest of the stockholder in such matter. There is no similar limitation in the Articles.

Board of Directors. Our Articles provide only that the business of the Company is under the management and control of the board of directors. Our board of directors presently consists of four persons. The Amendments provide that the board of directors will consist of not less than one person or more than 15 persons, as shall be provided from time to time by resolution adopted by the board of directors. Vacancies on the board of directors, however created, may be filled by a two-thirds of the remaining directors, though less than a quorum. The Amendments also provide for a classified board of directors, consisting of three classes, as nearly equal in size as possible. At the first meeting of stockholders following the adoption of the Amendments, directors in Class I will be elected to a term of one year, directors in Class II will be elected to a term of two years, and directors of Class III will be elected to a term of three years. Thereafter, one class of directors will be elected at each annual meeting of stockholders to serve a term of three years. The Amendments, also provide that the directors may (i) designate one or more committees with powers as the board of directors shall delegate to it; (ii) approve contracts between the Company and affiliated persons; (iii) increase or decrease the number of issued and outstanding shares of Common Stock or preferred stock without increasing or decreasing the authorized and unissued shares of Common Stock or preferred stock; and (iv) change the name of the Company without approval by the stockholders of the Company.

Stockholder Voting. Stockholders are not permitted to cumulate votes for directors under either the Articles. The Amendments contain a provision that would restrict the ability of the stockholders from acting by written consent without the prior approval of the board of directors. In addition, the Amendments provide that a special meeting of the stockholders may be called only by the board of directors or a committee specifically authorized by the board of directors to call a special meeting and by no other person or persons.

Stockholder Nominations and Proposals. The Amendments provide that notice of any nomination by stockholders of a person for election to the board of directors or proposal by a stockholder of business to be conducted by the corporation at a meeting of the stockholders must be delivered in writing to the Company not less than 30 days nor more than 60 days prior to the meeting (or if we give less than 40 days notice of such meeting, within 10 days following the date we provide notice of such meeting). A nomination by a stockholder of a person to be elected to the board of directors must contain (i) the name, age, business address, and residence addresses of the nominee; (ii) the principal occupation of such nominee; and (iii) the number of shares of stock beneficially owned by such nominee. A proposal for new business must contain (i) a brief description and the reason for conducting such business at the meeting; (ii) the name and address of the stockholder making the proposal; (iii) the class and number of shares beneficially owned by the stockholder; and (iv) any material interest of the stockholder in such matter. There is no similar limitation in the Articles.

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Trueheart

09/10/08 3:36 PM

#77705 RE: jchawk #77684

For the most part, the 14C appears to be a reiteration of the Poison Pill they adopted earlier, which says in lawyerly language that the shareholders have no say whatsoever in the company's affairs. Management and the BOD have total and absolute control of Deep Down.

Interesting language of the adoption of Amendments. This is most of the language but there is some paraphrasing for simplicity: "Nevada law requires Amendments must be adopted in a meeting except that Nevada law also says that the Amendments can be adopted by written consent with the written consent of the majority of the stockholders." That's what happened May 16, 2008. I can see Yossarian scratching his head (Catch 22).

Market value of DDI shares on December 31, 2007 was $0.98.

Capotosto got a ten year deal on his 200,000 options @ $1.15.

Questions that may have been answer before: Why are Chamberlain and Butler on consulting agreements instead of being direct employees of DDI? Tax treatments?

AIMMHO.

Trueheart