**Exhibit
10.53**
  **INFRASTRUX
GROUP, INC.**
  **2000
STOCK INCENTIVE PLAN**
  **SECTION
1. PURPOSE**
  The
purpose of the InfrastruX Group, Inc. 2000 Stock Incentive Plan (the "Plan") is
to enhance the long-term shareholder value of InfrastruX Group, Inc., a
Washington corporation (the "Company"), by offering opportunities to selected
persons to participate in the Company's growth and success, and to encourage
them to remain in the service of the Company or a Related Company (as defined in
Section 2) and to acquire and maintain stock ownership in the
Company.
  **SECTION
2. DEFINITIONS**
  In the
Plan:
  **"Award"** means
any Option Award.
  **"Board"** means
the Board of Directors of the Company.
  **"Cause** , **"** unless
otherwise defined in an employment or services agreement between the Company or
a Related Company and a Participant, means dishonesty, fraud, misconduct,
unauthorized use or disclosure of confidential information or trade secrets, or
conviction or confession of a crime punishable by law (except minor violations),
in each case as determined by the Plan Administrator, and its determination
shall be conclusive and binding.
  **"Code"** means
the Internal Revenue Code of 1986, as amended from time to time.
  **"Common
Stock"** means
the common stock, par value $.01 per share, of the Company.
  **"Company
Transaction** , **"** unless
otherwise defined in an employment or services agreement between the Company or
a Related Company and a Participant, means consummation of either
  (a)  a merger
or consolidation of the Company with or into any other Company or other entity
or person or
  (b)  a sale,
lease, exchange or other transfer in one transaction or a series of related
transactions of all or substantially all the Company's then outstanding
securities or all or substantially all the Company's assets;
  provided,
however, that a Company Transaction shall not include a Related Party
Transaction.
  **"Disability** , **"** unless
otherwise defined by the Plan Administrator, means a mental or physical
impairment of the Participant that is expected to result in death or that has
lasted or is expected to last for a continuous period of 12 months or more
and that causes the Participant to be unable, in the opinion of the Company, to
perform his or her duties for the Company or a Related Company and to be engaged
in any substantial gainful activity.
  **"Early
Retirement"** means
Termination of Service (as defined below) prior to Retirement on terms and
conditions approved by the Plan Administrator.
  **"Exchange
Act"** means
the Securities Exchange Act of 1934, as amended.
  **"Fair
Market Value"** means
the per share value of the Common Stock as established in good faith by the Plan
Administrator or, if the Common Stock is (a) listed on the Nasdaq National
Market, the closing sales price for the Common Stock as reported by that market
for regular session trading for a single trading day or (b) listed on the
New York Stock Exchange or the American Stock Exchange, the closing sales price
for the Common Stock as such price is officially quoted in the composite tape of
transactions on such exchange for regular session trading for a single trading
day. If there is no such reported price for the Common Stock for the date in
question, then such price on the last preceding date for which such price exists
shall be determinative of Fair Market Value.
  **"Grant
Date"** means
the date on which the Plan Administrator completes the corporate action relating
to the grant of an Award or such later date specified by the Plan Administrator,
and on which all conditions precedent to the grant have been satisfied, provided
that conditions to the exercisability or vesting of Awards shall not defer the
Grant Date.
  **"Incentive
Stock Option"** means an
Option granted with the intention, as reflected in the instrument evidencing the
Option, that it qualify as an "incentive stock option" as that term is defined
in Section 422 of the Code.
  **"Nonqualified
Stock Option"** means an
Option other than an Incentive Stock Option.
  **"Option"** means
the right to purchase Common Stock granted under Section 7.
  **"Option
Expiration Date"** means
the last day of the Option Term.
  **"Option
Term"** has the
meaning set forth in Section 7.3.
  **"Participant"** means
the person to whom an Award is granted.
  **"Plan
Administrator"** has the
meaning set forth in Section 3.1.
  **''Related
Company"** means
any entity that, directly or indirectly, is in control of, or is controlled by,
or is under common control with the Company.
  **"Related
Party Transaction"** means
(a) a merger or consolidation of the Company in which the holders of the
outstanding voting securities of the Company immediately prior to the merger or
consolidation hold at least a majority of the outstanding voting securities of
the Successor Company immediately after the merger or consolidation; (b) a
sale, lease, exchange or other transfer of the Company's assets to a
majority-owned subsidiary company; (c) a transaction undertaken for the
principal purpose of restructuring the capital of the Company, including but not
limited to, reincorporating the Company in a different jurisdiction or creating
a holding company; or (d) a corporate dissolution or
liquidation.
  **"Retirement** , **"** unless
otherwise defined by the Plan Administrator from time to time for purposes of
the Plan, means on or after the date the individual reaches "normal retirement
age" as that term is defined in Section 411(a)(8) of the Code.
  **"Securities
Act"** means
the Securities Act of 1933, as amended.
  **"Successor
Company"** means
the surviving company, the successor company or its parent, as applicable in
connection with a Company Transaction.
  **"Termination
of Service"** means a
termination of employment or service relationship with the Company or a Related
Company for any reason, whether voluntary or involuntary, including death,
Disability, Early Retirement or Retirement, as determined by the Administrator
in its sole discretion. Any question as to whether and when there has been a
Termination of Service for the purposes of an Award and the cause of such
Termination of Service shall be determined by the Plan Administrator and its
determination shall be final. Transfer of the Participant's employment or
service relationship between Related Corporations, or between the Company and
any Related Corporation, shall not be considered a Termination of Service for
purposes of an Award, but unless the Plan Administrator determines otherwise, a
Termination of Service shall be deemed to occur if the Participant's employment
or service relationship is with an entity that has ceased to be a Related
Corporation.
  **"Vesting
Commencement Date"** means
the Grant Date or such other date selected by the Plan Administrator as the date
from which the Option begins to vest for purposes of
Section 7.4.
  **SECTION
3. ADMINISTRATION**
  **3.1**
    **Plan
      Administrator**
  The Plan
shall be administered by the Board and/or a committee or committees (which term
includes subcommittees) appointed by, and consisting of two or more members of,
the Board (a "Plan Administrator"). If and so long as the Common Stock is
registered under Section 12(b) or 12(g) of the Exchange Act, the Board
shall consider in selecting the members of any committee acting as Plan
Administrator, with respect to any persons subject or likely to become subject
to Section 16 of the Exchange Act, the provisions regarding
(a) "outside directors" as contemplated by Section 162(m) of the Code
and (b) "nonemployee directors" as contemplated by Rule 16b-3 under
the Exchange Act. Notwithstanding the foregoing, the Board may delegate the
responsibility for administering the Plan with respect to designated classes of
eligible persons to different committees consisting of two or more members of
the Board, subject to such limitations as the Board deems appropriate. Committee
members shall serve for such term as the Board may determine, subject to removal
by the Board at any time.
  **3.2**
    **Administration
      and Interpretation by Plan
Administrator**
  Except
for the terms and conditions explicitly set forth in the Plan, the Plan
Administrator shall have exclusive authority, in its discretion, to determine
all matters relating to Awards under the Plan, including the selection of
individuals to be granted Awards, the type of Awards, the number of shares of
Common Stock subject to an Award, all terms, conditions, restrictions and
limitations, if any, of an Award and the terms of any instrument that evidences
the Award. The Plan Administrator shall also have exclusive authority to
interpret the Plan and the terms of any instrument evidencing the Award and may
from time to time adopt and change rules and regulations of general application
for the Plan's administration. The Plan Administrator's interpretation of the
Plan and its rules and regulations, and all actions taken and determinations
made by the Plan Administrator pursuant to the Plan, shall be conclusive and
binding on all parties involved or affected. The Plan Administrator may delegate
ministerial duties to such of the Company's officers as it so
determines.
  **SECTION
4. STOCK SUBJECT TO THE PLAN**
  **4.1**
    **Authorized
      Number of Shares**
  Subject
to adjustment from time to time as provided in Section 11.1, a maximum of
3,862,500 shares of Common Stock shall be available for issuance under the Plan.
Shares issued under the Plan shall be drawn from authorized and unissued shares
or shares now held or subsequently acquired by the Company.
  **4.2**
    **Reuse
      of Shares**
  Any
shares of Common Stock that have been made subject to an Award that cease to be
subject to the Award (other than by reason of exercise or settlement of the
Award to the extent it is exercised for or settled in shares) shall again be
available for issuance in connection with future grants of Awards under the
Plan. In the event shares issued under the Plan are reacquired by the Company
pursuant to any forfeiture provision, right of repurchase or right of first
refusal, such shares shall again be available for the purposes of the Plan;
provided, that the maximum number of shares that may be issued upon the exercise
of Incentive Stock Options shall equal the share number stated in
Section 4.1, subject to adjustment from time to time as provided in
Section 11.1.
  **SECTION
5. ELIGIBILITY**
  An Award
may be granted to any officer, director or employee of the Company or a Related
Company that the Plan Administrator from time to time selects. An Award may also
be granted to any consultant, advisor or independent contractor who provides
services to the Company or any Related Company, so long as such Participant
(a) renders bona fide services that are not in connection with the offer
and sale of the Company's securities in a capital-raising transaction; and
(b) does not directly or indirectly promote or maintain a market for the
Company's securities.
  **SECTION
6. AWARDS**
  **6.1**
    **Form
      and Grant of Awards**
  The Plan
Administrator shall have the authority, in its sole discretion, to determine the
type or types of Awards to be granted under the Plan. Awards may be granted
singly or in combination.
  **6.2**
    **Settlement
      of Awards**
  The
Company may settle Awards through the delivery of shares of Common Stock, the
granting of replacement Awards or any combination thereof as the Plan
Administrator shall determine. Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Plan Administrator shall determine. The Plan Administrator may permit or
require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits into
deferred stock equivalents.
  **6.3**
    **Acquired
      Company Awards**
  Notwithstanding
anything in the Plan to the contrary, the Plan Administrator may grant Awards
under the Plan in substitution for awards issued under other plans, or assume
under the Plan awards issued under other plans, if the other plans are or were
plans of other acquired entities ("Acquired Entities") (or the parent of an
Acquired Entity) and the new Award is substituted, or the old award is assumed,
by reason of a merger, consolidation, acquisition of property or stock,
reorganization or liquidation (the "Acquisition Transaction"). In the event that
a written agreement pursuant to which the Acquisition Transaction is completed
is approved by the Board and said agreement sets forth the terms and conditions
of the substitution for or assumption of outstanding awards of the Acquired
Entity, said terms and conditions shall be deemed to be the action of the Plan
Administrator without any further action by the Plan Administrator, except as
may be required for compliance with Rule 16b-3 under the Exchange Act, and
the persons holding such awards shall be deemed to be Participants.
  **SECTION
7. AWARDS OF OPTIONS**
  **7.1**
    **Grant
      of Options**
  The Plan
Administrator shall have the authority, in its sole discretion, to grant Options
designated as Incentive Stock Options or as Nonqualified Stock
Options.
  **7.2**
    **Option
      Exercise Price**
  The
exercise price for shares purchased under an Option shall be as determined by
the Plan Administrator, but shall not be less than the minimum exercise price
required by Section 8.3 with respect to Incentive Stock
Options.
  **7.3**
    **Term
      of Options**
  Subject
to earlier termination in accordance with the terms of the Plan and the
instrument evidencing the Option, the maximum term of an Option (the "Option
Term") shall be as established for that Option by the Plan Administrator or, if
not so established, shall be ten years from the Grant Date. For Incentive Stock
Options, the Option Term shall be as specified in Section 8.4.
  **7.4**
    **Exercise
      of Options**
  The Plan
Administrator shall establish and set forth in each instrument that evidences an
Option the time at which, or the installments in which, the Option shall vest
and become exercisable, any of which provisions may be waived or modified by the
Plan Administrator at any time. If not so established in the instrument
evidencing the Option, the Option shall vest and become exercisable according to
the following schedule, which may be waived or modified by the Plan
Administrator at any time:
 **Period
      of Participant's Continuous**
      **Employment
      or Service With the Company**
      **or
      Its Related Companies From the Vesting**
      **Commencement
      Date**
    **Portion
      of Total Option**
      **That
      Is Vested and Exercisable**After
      1 year
    1/4thEach
      additional one-year period of
      continuous
      service completed thereafter
    An
      additional 1/4thAfter
      4 years
    100%
  The Plan
Administrator, in its sole discretion, may adjust the vesting schedule of an
Option held by a Participant who works less than "full time" as that term is
defined by the Plan Administrator or who takes a Company-approved leave of
absence.
  To the
extent an Option has vested and become exercisable, the Option may be exercised
in whole or from time to time in part by delivery to the Company of a written
stock option exercise agreement or notice, in a form and in accordance with
procedures established by the Plan Administrator, setting forth the number of
shares with respect to which the Option is being exercised, the restrictions
imposed on the shares purchased under such exercise agreement, if any, and such
representations and agreements as may be required by the Plan Administrator,
accompanied by payment in full as described in Section 7.5. An Option may
be exercised only for whole shares and may not be exercised for less than a
reasonable number of shares at any one time, as determined by the Plan
Administrator.
  **7.5**
    **Payment
      of Exercise Price**
  The
exercise price for shares purchased under an Option shall be paid in full to the
Company by delivery of consideration equal to the product of the Option exercise
price and the number of shares purchased. Such consideration must be paid before
the Company will issue the shares being purchased and must be in a form or a
combination of forms acceptable to the Plan Administrator for that purchase,
which forms may include:
  (a)  cash;
  (b)  check;
  (c)  tendering
(either actually or, if the Common Stock is registered under Section 12(b)
or 12(g) of the Exchange Act, by attestation) shares of Common Stock already
owned by the Participant for at least six months (or any shorter period
necessary to avoid a charge to the Company's earnings for financial reporting
purposes) that on the day prior to the exercise date have a Fair Market Value
equal to the aggregate exercise price of the shares being purchased under the
Option;
  (d)  if the
Common Stock is registered under Section 12(b) or 12(g) of the Exchange
Act, delivery of a properly executed exercise notice, together with irrevocable
instructions to a brokerage firm designated by the Company to deliver promptly
to the Company the aggregate amount of sale or loan proceeds to pay the Option
exercise price and any withholding tax obligations that may arise in connection
with the exercise, all in accordance with the regulations of the Federal Reserve
Board; or
  (e)  such
other consideration as the Plan Administrator may permit.
  In
addition, to assist a Participant (including a Participant who is an officer or
a director of the Company) in acquiring shares of Common Stock pursuant to an
Award granted under the Plan, the Plan Administrator, in its sole discretion,
may authorize, either at the Grant Date or at any time before the acquisition of
Common Stock pursuant to the Award, (i) the payment by a Participant of the
purchase price of the Common Stock by a full-recourse promissory note or
(ii) the guarantee by the Company of a full-recourse loan obtained by the
Participant from a third party. Subject to the foregoing, the Plan Administrator
shall in its sole discretion specify the terms of any loans or loan guarantees,
including the interest rate and terms of and security for
repayment.
  **7.6**
    **Post-Termination
      Exercises**
  The Plan
Administrator shall establish and set forth in each instrument that evidences an
Option whether the Option shall continue to be exercisable, and the terms and
conditions of such exercise, if the Participant ceases to be employed by, or to
provide services to, the Company or a Related Company, which provisions may be
waived or modified by the Plan Administrator at any time. If not so established
in the instrument evidencing the Option, the Option shall be exercisable
according to the following terms and conditions, which may be waived or modified
by the Plan Administrator at any time:
  (a)  Any
portion of an Option that is not vested and exercisable on the Participant's
Termination of Service shall expire on such date.
  (b)  Any
portion of an Option that is vested and exercisable on the Participant's
Termination of Service shall expire on the earliest of
  (i)  if the
Participant's Termination of Service occurs for reasons other than Cause,
Retirement or Early Retirement, Disability or death, the day which is three
months after such Termination of Service;
  (ii)  if the
Participant's Termination of Service occurs by reason of Retirement or Early
Retirement, Disability or death, the one-year anniversary of such Termination of
Service; or
  (iii)  the
Option Expiration Date.
  Notwithstanding
the foregoing, if the Participant dies after his or her Termination of Service
but while an Option is otherwise exercisable, the portion of the Option that is
vested and exercisable on such Termination of Service shall expire upon the
earlier to occur of the Option Expiration Date or the one-year anniversary of
the date of death, unless the Plan Administrator determines
otherwise.
  Also
notwithstanding the foregoing, in case of termination of the Participant's
Termination of Service occurs for Cause, all Options granted to that Participant
shall automatically expire upon first notification to the Participant of such
termination, unless the Plan Administrator determines otherwise. If a
Participant's employment or service relationship with the Company is suspended
pending an investigation of whether the Participant shall be terminated for
Cause, all the Participant's rights under any Option shall likewise be suspended
during the period of investigation. If any facts that would constitute Cause for
Termination of Service or removal of a Participant are discovered after the
Participant's Termination of Service, any Option then held by the Participant
may be immediately terminated by the Plan Administrator, in its sole
discretion.
  (c)  A
Participant's change in status from an employee to a consultant, advisor or
independent contractor or a change in status from a consultant, advisor or
independent contractor to an employee, shall not be considered a Termination of
Service for purposes of this Section 7.
  (d)  The
effect of a Company-approved leave of absence on the application of this
Section 7 shall be determined by the Plan Administrator, in its sole
discretion.
  **SECTION
8. INCENTIVE STOCK OPTION LIMITATIONS**
  Notwithstanding
any other provisions of the Plan, and to the extent required by Section 422
of the Code, Incentive Stock Options shall be subject to the following
additional terms and conditions:
  **8.1**
    **Dollar
      Limitation**
  To the
extent the aggregate Fair Market Value (determined as of the Grant Date) of
Common Stock with respect to which a Participant's Incentive Stock Options
become exercisable for the first time during any calendar year (under the Plan
and all other stock option plans of the Company) exceeds $100,000, such portion
in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the
event the Participant holds two or more such Options that become exercisable for
the first time in the same calendar year, such limitation shall be applied on
the basis of the order in which such Options are granted.
  **8.2**
    **Eligible
      Employees**
  Individuals
who are not employees of the Company or one of its parent companies or
subsidiary companies may not be granted Incentive Stock Options.
  **8.3**
    **Exercise
      Price**
  The
exercise price of an Incentive Stock Option shall be at least 100% of the Fair
Market Value of the Common Stock on the Grant Date, and in the case of an
Incentive Stock Option granted to a Participant who owns more than 10% of the
total combined voting power of all classes of the stock of the Company or of its
parent or subsidiary companies (a "Ten Percent Shareholder"), shall not be less
than 110% of the Fair Market Value of the Common Stock on the Grant Date. The
determination of more than 10% ownership shall be made in accordance with
Section 422 of the Code.
  **8.4**
    **Option
      Term**
  Subject
to earlier termination in accordance with the terms of the Plan and the
instrument evidencing the Option, the Option Term of an Incentive Stock Option
shall not exceed ten years, and in the case of an Incentive Stock Option granted
to a Ten Percent Shareholder, shall not exceed five years.
  **8.5**
    **Exercisability**
  An Option
designated as an Incentive Stock Option shall cease to qualify for favorable tax
treatment as an Incentive Stock Option to the extent it is exercised (if
permitted by the terms of the Option) (a) more than three months after the
Termination of Service if termination was for reasons other than death or
Disability, (b) more than one year after the Termination of Service if
termination was by reason of disability, or (c) after the Participant has
been on leave of absence for more than 90 days, unless the Participant's
reemployment rights are guaranteed by statute or contract.
  **8.6**
    **Taxation
      of Incentive Stock Options**
  In order
to obtain certain tax benefits afforded to Incentive Stock Options under
Section 422 of the Code, the Participant must hold the shares acquired upon
the exercise of an Incentive Stock Option for two years after the Grant Date and
one year after the date of exercise.
  A
Participant may be subject to the alternative minimum tax at the time of
exercise of an Incentive Stock Option. The Participant shall give the Company
prompt notice of any disposition of shares acquired on the exercise of an
Incentive Stock Option prior to the expiration of such holding
periods.
  **8.7**
    **Promissory
      Notes**
  The
amount of any promissory note delivered pursuant to Section 7.5 in
connection with an Incentive Stock Option shall bear interest at a rate
specified by the Plan Administrator, but in no case less than the rate required
to avoid imputation of interest (taking into account any exceptions to the
imputed interest rules) for federal income tax purposes.
  **8.8**
    **Code
      Definitions**
  For the
purposes of this Section 8, "parent corporation," "subsidiary corporation"
and "Disability" shall have the meanings attributed to those terms for purposes
of Section 422 of the Code.
  **SECTION
9. WITHHOLDING**
  The
Company may require the Participant to pay to the Company the amount of any
taxes that the Company is required by applicable federal, state, local or
foreign law to withhold with respect to the grant, vesting or exercise of an
Award. The Company shall not be required to issue any shares of Common Stock
under the Plan until such obligations are satisfied.
  The Plan
Administrator may permit or require a Participant to satisfy all or part of his
or her tax withholding obligations by (a) paying cash to the Company,
(b) having the Company withhold from any cash amounts otherwise due or to
become due from the Company to the Participant, or (c) having the Company
withhold a number of shares of Common Stock that would otherwise be issued to
the Participant having a value equal to the tax withholding obligations (up to
the employer's minimum required tax withholding rate), or (d) surrendering
a number of shares of Common Stock the Participant already owns having a value
equal to the tax withholding obligations (up to the employer's minimum required
tax withholding rate to the extent the Participant has owned the surrendered
shares for less than six months if such a limitation is necessary to avoid a
charge to the Company for financial reporting purposes).
  **SECTION
10. ASSIGNABILITY**
  Neither
an Award nor any interest therein may be assigned, pledged or transferred by the
Participant or made subject to attachment or similar proceedings otherwise than
by will or by the applicable laws of descent and distribution, and, during the
Participant's lifetime, such Awards may be exercised only by the Participant.
Notwithstanding the foregoing, and to the extent permitted by Section 422
of the Code, the Plan Administrator, in its sole discretion, may permit a
Participant to assign or transfer an Award or may permit a Participant to
designate a beneficiary who may exercise the Award or receive payment under the
Award after the Participant's death; provided, however, that an Award so
assigned or transferred shall be subject to all the terms and conditions of the
Plan and those contained in the instrument evidencing the Award.
  **SECTION
11. ADJUSTMENTS**
  **11.1**
    **Adjustment
      of Shares**
  In the
event, at any time or from time to time, a stock dividend, stock split,
spin-off, combination or exchange of shares, recapitalization, merger,
consolidation, distribution to shareholders other than a normal cash dividend,
or other change in the Company's corporate or capital structure results in
(a) the outstanding shares of Common Stock, or any securities exchanged
therefor or received in their place, being exchanged for a different number or
kind of securities of the Company or of any other company or (b) new,
different or additional securities of the Company or of any other company being
received by the holders of shares of Common Stock of the Company, then the Plan
Administrator shall make proportional adjustments in (i) the maximum number
and kind of securities subject to the Plan and issuable as Incentive Stock
Options as set forth in Section 4 and (ii) the number and kind of
securities that are subject to any outstanding Award and the per share price of
such securities, without any change in the aggregate price to be paid therefor.
The determination by the Plan Administrator as to the terms of any of the
foregoing adjustments shall be conclusive and binding. Notwithstanding the
foregoing, a dissolution or liquidation of the Company or a Company Transaction
shall not be governed by this Section 11.1 but shall be governed by
Sections 11.2 and 11.3, respectively.
  **11.2**
    **Dissolution
      or Liquidation**
  To the
extent not previously exercised or settled, and unless otherwise determined by
the Plan Administrator in its sole discretion, Options and Stock Awards
denominated in units shall terminate immediately prior to the dissolution or
liquidation of the Company. To the extent a forfeiture provision or repurchase
right applicable to an Award has not been waived by the Plan Administrator, the
Award shall be forfeited immediately prior to the consummation of the
dissolution or liquidation.
  **11.3**
    **Company
      Transaction**
  Except as
otherwise provided in the Agreement evidencing the Award, upon consummation of a
Company Transaction the assumed, continued or substituted Award shall
automatically become fully vested and exercisable with respect to 100% of the
unvested portions thereof; provided, that such acceleration will not occur if,
in the opinion of the Company's outside accountants, such acceleration would
render unavailable "pooling of interests" accounting treatment for any Company
Transaction for which pooling of interests accounting treatment is sought by the
Company.
  **11.4**
    **Further
      Adjustment of Awards**
  Subject
to Sections 11.2 and 11.3, the Plan Administrator shall have the
discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation, dissolution or change of control of the Company, as
defined by the Plan Administrator, to take such further action as it determines
to be necessary or advisable with respect to Awards. Such authorized action may
include (but shall not be limited to) establishing, amending or waiving the
type, terms, conditions or duration of, or restrictions on, Awards so as to
provide for earlier, later, extended or additional time for exercise, lifting
restrictions and other modifications, and the Plan Administrator may take such
actions with respect to all Participants, to certain categories of Participants
or only to individual Participants. The Plan Administrator may take such action
before or after granting Awards to which the action relates and before or after
any public announcement with respect to such sale, merger, consolidation,
reorganization, liquidation, dissolution or change of control that is the reason
for such action.
  **11.5**
    **Limitations**
  The grant
of Awards shall in no way affect the Company's right to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.
  **11.6**
    **Fractional
      Shares**
  In the
event of any adjustment in the number of shares covered by any Award, each such
Award shall cover only the number of full shares resulting from such
adjustment.
  **SECTION
12. FIRST REFUSAL AND REPURCHASE RIGHTS**
  **12.1**
    **First
      Refusal Rights**
  Until the
date on which the initial registration of the Common Stock under
Section 12(b) or 12(g) of the Exchange Act first becomes effective, the
Company shall have the right of first refusal with respect to any proposed sale
or other disposition by a Participant of any shares of Common Stock issued
pursuant to an Award. Such right of first refusal shall be exercisable in
accordance with the terms and conditions established by the Plan Administrator
and set forth in the stock purchase agreement evidencing the purchase of the
shares.
  **12.2**
    **Repurchase
      Rights for Vested Shares**
  Until the
date on which the initial registration of the Common Stock under
Section 12(b) or 12(g) of the Exchange Act first becomes effective, upon a
Participant's Termination of Service, all vested shares of Common Stock issued
pursuant to an Award (whether issued before or after Termination of Service)
shall be subject to repurchase by the Company, at the Company's sole discretion,
at the Fair Market Value of such shares on the date of such repurchase. The
terms and conditions upon which such repurchase right shall be exercisable
(including the period and procedure for exercise) shall be established by the
Plan Administrator and set forth in the stock purchase agreement evidencing the
purchase of the shares.
  **12.3**
    **Repurchase
      Rights For Unvested Shares**
  The Plan
Administrator shall have the discretion to authorize the issuance of unvested
shares of Common Stock pursuant to the exercise of an Option. Should the
Participant cease to be employed by or provide services to the Company or a
Related Company, then all shares of Common Stock issued upon exercise of an
Option that are unvested at the time of cessation of employment or service
relationship shall be subject to repurchase at the exercise price paid for such
shares. The terms and conditions upon which such repurchase right shall be
exercisable (including the period and procedure for exercise) shall be
established by the Plan Administrator and set forth in the stock purchase
agreement evidencing the purchase of the shares.
  Except as
otherwise provided in the
instrument evidencing the Award, in the
event of a
Company Transaction, the Company's repurchase rights shall automatically be
assigned to the Successor Company; provided, however, that such repurchase
rights shall automatically lapse if and to the same extent that the vesting
schedule for outstanding Options accelerates in connection with the Company
Transaction.
  The Plan
Administrator shall have the discretionary authority, exercisable either before
or after a Participant's Termination of Service, to waive the Company's
outstanding repurchase rights with respect to one or more shares purchased or
purchasable by the Participant under an Option and thereby accelerate the
vesting of such shares in whole or in part at any time.
  **12.4**
    **General**
  The
Company's exercise of its first refusal or repurchase rights under
Sections 12.1 and 12.2 earlier than six months and one day following the
date the shares were purchased by the Participant may result in charges to the
Company's earnings for financial reporting purposes.
  The
Company's first refusal and repurchase rights under this Section 12 are
assignable by the Company at any time.
  **SECTION 13.
MARKET STANDOFF**
  In the
event of an underwritten public offering by the Company of its equity securities
pursuant to an effective registration statement filed under the Securities Act,
including the Company's initial public offering, no person may sell, make any
short sale of, loan, hypothecate, pledge, grant any option for the purchase of,
or otherwise dispose of or transfer for value or otherwise agree to engage in
any of the foregoing transactions with respect to any shares issued pursuant to
an Award granted under the Plan without the prior written consent of the Company
or its underwriters. Such limitations shall be in effect for such period of time
as may be requested by the Company or such underwriters; provided, however, that
in no event shall such period exceed 180 days. The limitations of this
Section 13 shall in all events terminate two years after the effective date
of the Company's initial public offering.
  In the
event of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the Company's outstanding
Common Stock effected as a class without the Company's receipt of consideration,
any new, substituted or additional securities distributed with respect to the
purchased shares shall be immediately subject to the provisions of this
Section 13, to the same extent the purchased shares are at such time
covered by such provisions.
  In order
to enforce the limitations of this Section 13, the Company may impose
stop-transfer instructions with respect to the purchased shares until the end of
the applicable standoff period.
  **SECTION
14. AMENDMENT AND TERMINATION**
  **14.1**
    **Amendment
      or Termination of Plan**
  The Board
may amend, suspend or terminate the Plan or any portion of the Plan at any time
and in such respects as it shall deem advisable; provided, however, that to the
extent required for compliance with Section 422 of the Code or any
applicable law or regulation, shareholder approval shall be required for any
amendment that would (a) increase the total number of shares available for
issuance under the Plan, (b) modify the class of employees eligible to
receive Options, or (c) otherwise require shareholder approval under any
applicable law or regulation. Any amendment made to the Plan that would
constitute a "modification" to Incentive Stock Options outstanding on the date
of such amendment shall not, without the consent of the Participant, be
applicable to such outstanding Incentive Stock Options but shall have
prospective effect only.
  **14.2**
    **Term
      of Plan**
  The Plan
shall have no fixed expiration date; provided, however, that no Incentive Stock
Options may be granted more than ten years after the later of (a) the
adoption by the Board of the Plan and (b) the adoption by the Board of any
amendment to the Plan that constitutes the adoption of a new plan for purposes
of Section 422 of the Code.
  **14.3**
    **Consent
      of Participant**
  The
suspension, amendment or termination of the Plan or a portion thereof or the
amendment of an outstanding Award shall not, without the Participant's consent,
materially adversely affect any rights under any Award theretofore granted to
the Participant under the Plan. Any change or adjustment to an outstanding
Incentive Stock Option shall not, without the consent of the Participant, be
made in a manner so as to constitute a "modification" that would cause such
Incentive Stock Option to fail to continue to qualify as an Incentive Stock
Option. Notwithstanding the foregoing, any adjustments made pursuant to
Section 11 shall not be subject to these restrictions.
  **SECTION
15. GENERAL**
  **15.1**
    **Evidence
      of Awards**
  Awards
granted under the Plan shall be evidenced by a written instrument that shall
contain such terms, conditions, limitations and restrictions as the Plan
Administrator shall deem advisable and that are not inconsistent with the
Plan.
  **15.2**
    **No
      Individual Rights**
  Nothing
in the Plan or any Award granted under the Plan shall be deemed to constitute an
employment contract or confer or be deemed to confer on any Participant any
right to continue in the employ of, or to continue any other relationship with,
the Company or any Related Company or limit in any way the right of the Company
or any Related Company to terminate a Participant's employment or other
relationship at any time, with or without Cause.
  **15.3**
    **Issuance
      of Shares**
  Notwithstanding
any other provision of the Plan, the Company shall have no obligation to issue
or deliver any shares of Common Stock under the Plan or make any other
distribution of benefits under the Plan unless, in the opinion of the Company's
counsel, such issuance, delivery or distribution would comply with all
applicable laws (including, without limitation, the requirements of the
Securities Act), and the applicable requirements of any securities exchange or
similar entity.
  The
Company shall be under no obligation to any Participant to register for offering
or resale or to qualify for exemption under the Securities Act, or to register
or qualify under state securities laws, any shares of Common Stock, security or
interest in a security paid or issued under, or created by, the Plan, or to
continue in effect any such registrations or qualifications if
made.
  To the
extent the Plan or any instrument evidencing an Award provides for issuance of
stock certificates to reflect the issuance of shares of Common Stock, the
issuance may be effected on a noncertificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock exchange. As a
condition to the exercise of an Option or any other receipt of Common Stock
pursuant to an Award under the Plan, the Company may require (a) the
Participant to represent and warrant at the time of any such exercise or receipt
that such shares are being purchased or received only for the Participant's own
account and without any present intention to sell or distribute such shares and
(b) such other action or agreement by the Participant as may from time to
time be necessary to comply with the federal, state and other securities laws.
At the option of the Company, a stop-transfer order against any such shares may
be placed on the official stock books and records of the Company, and a legend
indicating that such shares may not be pledged, sold or otherwise transferred,
unless an opinion of counsel is provided (concurred in by counsel for the
Company) stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on stock certificates to ensure exemption from
registration. The Plan Administrator may also require the Participant to execute
and deliver to the Company a purchase agreement or such other agreement as may
be in use by the Company at such time that describes certain terms and
conditions applicable to the shares.
  **15.4**
    **No
      Rights as a Shareholder**
  No Option
denominated in units shall entitle the Participant to any cash dividend, voting
or other right of a shareholder unless and until the date of issuance under the
Plan of the shares that are the subject of such Award.
  **15.5**
    **Compliance
      With Laws and Regulations**
  Notwithstanding
anything in the Plan to the contrary, the Plan Administrator, in its sole
discretion, may bifurcate the Plan so as to restrict, limit or condition the use
of any provision of the Plan to Participants who are officers or directors
subject to Section 16 of the Exchange Act without so restricting, limiting
or conditioning the Plan with respect to other Participants. Additionally, in
interpreting and applying the provisions of the Plan, any Option granted as an
Incentive Stock Option pursuant to the Plan shall, to the extent permitted by
law, be construed as an "incentive stock option" within the meaning of
Section 422 of the Code.
  **15.6**
    **Participants
      in Other Countries**
  The Plan
Administrator shall have the authority to adopt such modifications, procedures
and subplans as may be necessary or desirable to comply with provisions of the
laws of other countries in which the Company or any Related Company may operate
to assure the viability of the benefits from Awards granted to Participants
employed in such countries and to meet the objectives of the Plan.
  **15.7**
    **No
      Trust or Fund**
  The Plan
is intended to constitute an "unfunded" plan. Nothing contained herein shall
require the Company to segregate any monies or other property, or shares of
Common Stock, or to create any trusts, or to make any special deposits for any
immediate or deferred amounts payable to any Participant, and no Participant
shall have any rights that are greater than those of a general unsecured
creditor of the Company.
  **15.8**
    **Severability**
  If any
provision of the Plan or any Award is determined to be invalid, illegal or
unenforceable in any jurisdiction, or as to any person, or would disqualify the
Plan or any Award under any law deemed applicable by the Plan Administrator,
such provision shall be construed or deemed amended to conform to applicable
laws, or, if it cannot be so construed or deemed amended without, in the Plan
Administrator's determination, materially altering the intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction, person or
Award, and the remainder of the Plan and any such Award shall remain in full
force and effect.
  **15.9**
    **Choice
      of Law**
  The Plan
and all determinations made and actions taken pursuant hereto, to the extent not
otherwise governed by the laws of the United States, shall be governed by the
laws of the State of Washington without giving effect to principles of conflicts
of law.
  **SECTION
16. EFFECTIVE DATE**
  The
effective date is the date on which the Plan is adopted by the Board. If the
shareholders of the Company do not approve the Plan within 12 months after
the Board's adoption of the Plan, any Incentive Stock Options granted under the
Plan will be treated as Nonqualified Stock Options.
   
  APPENDIX
ATO THE INFRASTRUX GROUP, INC.2000 STOCK INCENTIVE PLAN(For
California Residents Only) This
Appendix to the InfrastruX Group, Inc.2000 Stock Incentive Plan (the
"Plan") shall have application only to Participants who are residents of the
State of California.  Capitalized terms contained herein shall have the
same meanings given to them in the Plan, unless otherwise provided in this
Appendix.  Notwithstanding any provision contained in the Plan to the
contrary and to the extent required by applicable law, the following terms and
conditions shall apply to all Awards granted to residents of the State of
California, until such time as the Common Stock becomes a "listed security"
under the Securities Act: 1.        
Nonqualified Stock Options shall have an exercise price that is not less than
85% of the Fair Market Value of the Common Stock at the Grant Date, except that
the exercise price shall be at least 110% of the Fair Market Value in the case
of any person who owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or its parent or subsidiary
companies. 2.        
The purchase price for any Stock Awards that may be purchased under the Plan
("Stock Purchase Rights") shall be at least 85% of the Fair Market Value of the
Common Stock at the time the Participant is granted the Stock Purchase Right or
at the time the purchase is consummated.  Notwithstanding the foregoing,
the purchase price shall be at least 100% of the Fair Market Value of the Common
Stock at the time the Participant is granted the Stock Purchase Right or at the
time the purchase is consummated in the case of any person who owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or its parent or subsidiary companies. 3.        
Options shall have a term of not more than ten years from the Grant
Date. 4.        
Awards shall be nontransferable other than by will or the laws of descent and
distribution.  Notwithstanding the foregoing, and to the extent permitted
by Section 422 of the Code, the Plan Administrator, in its discretion, may
permit distribution of an Option to an inter vivos or testamentary trust in
which the Option is to be passed to beneficiaries upon the death of the trustor
(settlor), or by gift to "immediate family" as that term is defined in
Rule 16a‐l(e) under the Exchange Act. 5.        
Options shall become exercisable at the rate of at least 20% per year over five
years from the date the Option is granted, subject to reasonable conditions such
as continued employment.  However, in the case of an Option granted to
officers, directors or consultants of the Company or a Related Company, the
Option may become fully exercisable, subject to reasonable conditions such as
continued employment, at any time or during any period established by the
Company or a Related Company. 6.        
Unless employment or services are terminated for Cause, the right to exercise an
Option in the event of Termination of Service, to the extent that the
Participant is otherwise entitled to exercise an Option on the date of
Termination of Service, shall be a.        
at least six months from the date of a Participant's Termination of Service if
termination was caused by death or Disability; and b.        
at least 30 days from the date of a Participant's Termination of Service if
termination of employment was caused by other than death or
Disability; c.        
but in no event later than the Option Expiration Date. 7.        
No Award may be granted to a resident of California more than ten years after
the earlier of the date of adoption of the Plan and the date the Plan is
approved by the stockholders. 8.        
Any Award exercised before stockholder approval is obtained shall be rescinded
if stockholder approval is not obtained within 12 months before or after
the Plan is adopted.  Such shares shall not be counted in determining
whether such approval is obtained. 9.        
The Company shall provide annual financial statements of the Company to each
California resident holding an outstanding Award under the Plan.  Such
financial statements need not be audited and need not be issued to key employees
whose duties at the Company assure them access to equivalent
information. 10.      
Any right of repurchase on behalf of the Company in the event of a Participant's
Termination of Service shall be at a purchase price that is (a) not less
than the Fair Market Value of the securities upon Termination of Service, and
the right to repurchase shall be exercised for cash or cancellation of purchase
money indebtedness for the shares within 90 days of Termination of Service
(or in the case of securities issued upon exercise of Options after the date of
Termination of Service, within 90 days after the date of the exercise), and
the right shall terminate when the Company's securities become publicly traded;
or (b) at the original purchase price, provided that the right to
repurchase at the original purchase price lapses at the rate of at least 20% of
the shares per year over five years from the date the Option or Stock Purchase
Right is granted (without respect to the date the Option or Stock Purchase Right
was exercised or became exercisable) and the right to repurchase shall be
exercised for cash or cancellation of purchase money indebtedness for the shares
within 90 days of Termination of Service (or in the case of securities
issued upon exercise of Options after the date of Termination of Service, within
90 days after the date of the exercise).  In addition to the
restrictions set forth in clauses (a) and (b), the securities held by an
officer, director or consultant of the Company or a Related Company may be
subject to additional or greater restrictions.