Exhibit 10.54
 
 T3 Motion, Inc.  STOCK OPTION AGREEMENT
 RECITALS
    NOW, THEREFORE
 Grant of Option
 Option Term
 Limited Transferability
 Dates of Exercise
 Cessation of Service




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Corporate Transaction
   provided
  Adjustment in Option Shares
 Shareholder Rights
 Manner of Exercising Option
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4




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RIGHT OF FIRST REFUSAL . OPTIONEE HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED
UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE
CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE PURCHASE AGREEMENT
ATTACHED AS EXHIBIT B TO THE GRANT/RELEASE.
 Compliance with Laws and Regulations
   Successors and Assigns
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Notices
 Financing
 Construction
 Governing Law
 Shareholder Approval
 Additional Terms
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APPENDIX
  1.
    
    Agreement shall mean this Stock Option Agreement.
 2.
    
    Board shall mean the Corporations Board of Directors.
 3.
    
    Code shall mean the Internal Revenue Code of 1986, as amended.
 4.
    
    Common Stock shall mean the Corporations common stock.
 5.
    
    Corporate Transaction shall mean either of the following
shareholder-approved transactions to which the Corporation is a party:
   6.
    
    Corporation shall mean T3 Motion, Inc., a Delaware corporation, and
any successor corporation to all or substantially all of the assets or voting stock of
T3 Motion, Inc. which shall by appropriate action adopt the Plan.
 7.
    
    Disability shall mean the inability of Optionee to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment and shall be determined by the Plan Administrator on the basis of
such medical evidence as the Plan Administrator deems warranted under the
circumstances. Disability shall be deemed to constitute Permanent Disability in the
event that such Disability is expected to result in death or has lasted or can be
expected to last for a continuous period of twelve (12) months or more.
 8.
    
    Employee shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction of the
employer entity as to both the work to be performed and the manner and method of
performance.
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9.
    
    Exercise Date shall mean the date on which the option shall have been
exercised in accordance with Paragraph 9 of the Agreement.
 10.
    
    Exercise Price shall mean the exercise price payable per Option Share
as specified in the Grant/Release.
 11.
    
    Expiration Date shall mean the date on which the option expires as
specified in the Grant/Release.
 12.
    
    Fair Market Value per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:
    13.
    
    Grant Date shall mean the date of grant of the option as specified in
the Grant/ Release.
 14.
    
    Grant/Release shall mean the Grant of Stock Option/Release
accompanying the Agreement, pursuant to which Optionee has been informed of the basic
terms of the option evidenced hereby and has released any other equity rights
concerning the Corporation.
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15.
    
    Incentive Option shall mean an option which satisfies the
requirements of Code Section 422.
 16.
    
    Misconduct shall mean the commission of any act of fraud,
embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee
of confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely affecting the
business or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner. The foregoing definition shall not be deemed to be inclusive of all the acts
or omissions which the Corporation (or any Parent or Subsidiary) may consider as
grounds for the dismissal or discharge of Optionee or any other individual in the
Service of the Corporation (or any Parent or Subsidiary).
 17.
    
    1934 Act shall mean the Securities Exchange Act of 1934, as amended.
 18.
    
    Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.
 19.
    
    Option Shares shall mean the number of shares of Common Stock subject
to the option.
 20.
    
    Optionee shall mean the person to whom the option is granted as
specified in the Grant/Release.
 21.
    
    Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each corporation
in the unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.
 22.
    
    Plan shall mean the Corporations 2010 Stock Option/Stock Issuance
Plan.
 23.
    
    Plan Administrator shall mean either the Board or a committee of the
Board acting in its capacity as administrator of the Plan.
 24.
    
    Purchase Agreement shall mean the stock purchase agreement in
substantially the form of Exhibit B to the Grant/Release.
 25.
    
    Service shall mean the Optionees performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an Employee,
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a non-employee member of the Board of Directors or an independent consultant.
 26.
    
    Stock Exchange shall mean the American Stock Exchange or the New York
Stock Exchange.
 27.
    
    Subsidiary shall mean (i) any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the Corporation,
provided each corporation (other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain, or (ii) so long as Ki Y. Nam (and/or his respective family
members or trusts) collectively own, directly or indirectly, more than fifty percent
(50%) of the total combined voting power of all classes of securities of the
Corporation, any corporation or other business entity in which Ki Y. Nam (and/or his
respective family members or trusts) collectively own, directly or indirectly, more
than fifty percent (50%) of the total combined voting power of all classes of
securities of such corporation or other business entity.
 28.
    
    Vesting Schedule shall mean the vesting schedule specified in the
Grant/Release pursuant to which the Optionee is to vest in the Option Shares in a
series of installments over his or her period of Service.
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