**Exhibit
10.** **54**
 **INFRASTRUX
GROUP, INC.**
 **2000
STOCK INCENTIVE PLAN**
 
 **STOCK
OPTION GRANT NOTICE**
  InfrastruX
Group, Inc. (the "Company") hereby grants to Participant an Option to purchase
shares of the Company's Common Stock. The Option is subject to all the terms and
conditions set forth in this Stock Option Grant Notice (this "Grant Notice") and
in the Stock Option Agreement and the Company's 2000 Stock Incentive Plan (the
"Plan"), which are attached to and incorporated into this Grant Notice in their
entirety.
 **Participant**:**Grant
      Date**:**Vesting
      Commencement Date**:**Number
      of Shares Subject to Option**:**Exercise
      Price (per Share)**:**Option
      Expiration Date**:
    
    (subject
      to earlier termination in accordance with the terms of the Plan and the
      Stock Option Agreement)**Type
      of Option**:
    oIncentive Stock Option*oNonqualified Stock Option**Vesting
      and Exercisability Schedule**:
    1/4thof
      the shares subject to the Option will vest and become exercisable on the
      one-year anniversary of the Vesting Commencement Date.
      
      1/4thof
      the shares subject to the Option will vest and become exercisable yearly
      thereafter over the next three years.
 **Additional
Terms/Acknowledgement** : The
undersigned Participant acknowledges receipt of, and understands and agrees to,
this Grant Notice, the Stock Option Agreement and the Plan. Participant further
acknowledges that as of the Grant Date, this Grant Notice, the Stock Option
Agreement and the Plan set forth the entire understanding between Participant
and the Company regarding the acquisition of stock in the Company and supersede
all prior oral and written agreements on the subject **[** with the
exception of the following agreements:_________________ **]**
  INFRASTRUX
      GROUP, INC.
    
    PARTICIPANTBy:Its:SignatureDate:
    
    Date:Attachments:
    
    Address:1.
      Stock Option Agreement2.
      2000 Stock Incentive Plan
    
    Taxpayer
      ID:
  _____________________________________________
 * See
Sections 3 and 4 of Stock Option Agreement.
 By:
      _____________________________________________________
      
      Its: 
      _____________________________________________________
    __________________________________________________
      SignatureDate:_____________________________________________________
    Date:
      _____________________________________________________**Attachments**:
      1.
      Stock Option Agreement
      2.
      2000 Stock Incentive Plan
    Address:___________________________________________________
      ___________________________________________________
      Taxpayer
      ID:
________________________________________________
 
 
  **INFRASTRUX
GROUP, INC.**
 **2000
STOCK INCENTIVE PLAN**
  **STOCK
OPTION AGREEMENT**
  Pursuant
to your Stock Option Grant Notice ("Grant Notice") and this Stock Option
Agreement, InfrastruX Group, Inc. has granted you an Option under its 2000 **** Stock
Incentive Plan (the "Plan") to purchase the number of shares of the Company's
Common Stock indicated in your Grant Notice (the "Shares") at the exercise price
indicated in your Grant Notice. Capitalized terms not explicitly defined in this
Stock Option Agreement but defined in the Plan shall have the same definitions
as in the Plan.
  The
details of the Option are as follows:
  1.  **Vesting
and Exercisability** . Subject
to the limitations contained herein, the Option will vest and become exercisable
as provided in your Grant Notice, provided that vesting will cease upon the
termination of your employment or service relationship with the Company or a
Related Company and the unvested portion of the Option will
terminate.
  2.  **Securities
Law Compliance** .
Notwithstanding any other provision of this Agreement, you may not exercise the
Option unless the Shares issuable upon exercise are registered under the
Securities Act or, if such Shares are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of the Option must also comply
with other applicable laws and regulations governing the Option, and you may not
exercise the Option if the Company determines that such exercise would not be in
material compliance with such laws and regulations.
  3.  **Incentive
Stock Option Qualification** . **** If so
designated in your Grant Notice, all or a portion of the Option is intended to
qualify as an Incentive Stock Option under federal income tax law, but the
Company does not represent or guarantee that the Option qualifies as
such.
  If the
Option has been designated as an Incentive Stock Option and the aggregate Fair
Market Value (determined as of the grant date) of the shares of Common Stock
subject to the portions of the Option and all other Incentive Stock Options you
hold that first become exercisable during any calendar year exceeds $100,000,
any excess portion will be treated as a Nonqualified Stock Option, unless the
Internal Revenue Service changes the rules and regulations governing the
$100,000 limit for Incentive Stock Options. A portion of the Option may be
treated as a Nonqualified Stock Option if certain events cause exercisability of
the Option to accelerate.
  4.  **Notice
of Disqualifying Disposition** . To the
extent the Option has been designated as an Incentive Stock Option, to obtain
certain tax benefits afforded to Incentive Stock Options, you must hold the
Shares issued upon the exercise of the Option for two years after the Grant Date
and one year after the date of exercise. You may be subject to the alternative
minimum tax at the time of exercise. You should obtain tax advice when
exercising the Option and prior to the disposition of the Shares. By accepting
the Option, you agree to promptly notify the Company if you dispose of any of
the Shares within one year from the date you exercise all or part of the Option
or within two years from the Grant Date.
  5.  **Method
of Exercise** . You may
exercise the Option by giving written notice to the Company, in form and
substance satisfactory to the Company, which will state your election to
exercise the Option and the number of Shares for which you are exercising the
Option. The written notice must be accompanied by full payment of the exercise
price for the number of Shares you are purchasing. You may make this payment in
any combination of the following: (a) by cash; (b) by check acceptable
to the Company; (c) if permitted by the Plan Administrator, by using shares
of Common Stock you have owned for at least six months; (d) if the Common
Stock is registered under the Exchange Act, by instructing a broker to deliver
to the Company the total payment required; or (e) by any other method
permitted by the Plan Administrator.
  6.  **Repurchase
and First Refusal Rights** . So long
as the Common Stock is not registered under the Exchange Act, the Company may,
in its sole discretion at the time of exercise, require you to sign a stock
purchase agreement, in the form to be provided, pursuant to which you will grant
to the Company certain repurchase and/or first refusal rights to purchase the
Shares acquired by you upon exercise of the Option. Upon request to the Company,
you may review a current form of this agreement prior to exercise of the
Option.
  7.  **Market
Standoff** . By
exercising the Option you agree that the Shares will be subject to the market
standoff restrictions on transfer set forth in the Plan.
  8.  **Treatment
Upon Termination of Employment or Service Relationship** . The
unvested portion of the Option will terminate automatically and without further
notice immediately upon termination of your employment or service relationship
with the Company or a Related Company for any reason (the "Employment
Termination Date"). You may exercise the vested portion of the Option as
follows:
  (a)  *General
Rule* . You
must exercise the vested portion of the Option on or before the earlier of
(i) three months after your Employment Termination Date and (ii) the
Option Expiration Date;
  (b)  *Retirement
or Disability* . If your
employment or service relationship terminates due to Retirement or Disability,
you must exercise the vested portion of the Option on or before the earlier of
(i) one year after your Employment Termination Date and (ii) the
Option Expiration Date.
  (c)  *Death* . If your
employment or service relationship terminates due to your death, the vested
portion of the Option must be exercised on or before the earlier of (i) one
year after your Employment Termination Date and (ii) the Option Expiration
Date. If you die after your Employment Termination Date but while the Option is
still exercisable, the vested portion of the Option may be exercised until the
earlier of (x) one year after the date of death and (y) the Option
Expiration Date; and
  (d)  *Cause* . The
vested portion of the Option will automatically expire at the time the Company
first notifies you of the termination of your employment or service relationship
with the Company or a Related Company for Cause, unless the Plan Administrator
determines otherwise. If your employment or service relationship is suspended
pending an investigation of whether you will be terminated for Cause, all your
rights under the Option likewise will be suspended during the period of
investigation. If any facts that would constitute termination for Cause are
discovered after your Employment Termination Date, any Option you then hold may
be immediately terminated by the Plan Administrator.
  The
Option must be exercised within three months after termination of employment for
reasons other than death or Disability and one year after termination of
employment due to Disability to qualify for the beneficial tax treatment
afforded Incentive Stock Options.
  **It
is your responsibility to be aware of the date the Option terminates.**
  9.  **Limited
Transferability** . During
your lifetime only you can exercise the Option. The Option is not transferable
except by will or by the applicable laws of descent and distribution, except
that Nonqualified Stock Options may be transferred to the extent permitted by
the Plan Administrator. The Plan provides for exercise of the Option by a
designated beneficiary or the personal representative of your
estate.
  10.  **Withholding
Taxes** . **** As a
condition to the exercise of any portion of an Option, you must make such
arrangements as the Company may require for the satisfaction of any federal,
state, local or foreign withholding tax obligations that may arise in connection
with such exercise.
  11.  **Option
Not an Employment or Service Contract** . Nothing
in the Plan or any Award granted under the Plan will be deemed to constitute an
employment contract or confer or be deemed to confer any right for you 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 your employment or other relationship at any
time, with or without Cause.
  12.  **No
Right to Damages** . You
will have no right to bring a claim or to receive damages if you are required to
exercise the vested portion of the Option within three months (one year in the
case of Retirement, Disability or death) of the Employment Termination Date or
if any portion of the Option is cancelled or expires unexercised. The loss of
existing or potential profit in Awards will not constitute an element of damages
in the event of termination of employment or service relationship for any reason
even if the termination is in violation of an obligation of the Company or a
Related Company to you.
  ***[NOTE:
Insert only for designated executive officers:***
  13.  **Corporate
Transactions.**
  (a)  Notwithstanding
the provisions of Section 11.3 of the Plan, if the Option is assumed
or replaced in the Corporate Transaction and does not otherwise accelerate at
that time, then it shall automatically become fully vested and exercisable with
respect to [100]% of the unvested portions thereof in the event that your
employment or service relationship with the Successor Corporation should
terminate (i) in connection with the Corporate Transaction or
(ii) subsequently within [two years] following such Corporate Transaction,
unless such employment or service relationship is terminated by the Successor
Corporation for Cause or by you voluntarily without Good Reason; 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 Corporate Transaction for which pooling of
interests accounting treatment is sought by the Company.
  (b)  For
purposes of this paragraph 13, "Good Reason" means the occurrence of any of the
following events or conditions and the failure of the Successor Corporation to
cure such event or condition within 30 days after receipt of written notice
from you:
  (i)  a
material change in your status, position or responsibilities (including
reporting responsibilities) that, in your reasonable judgment, represents a
substantial reduction in the status, position or responsibilities as in effect
immediately prior thereto; the assignment to you of any duties or
responsibilities that, in your reasonable judgment, are materially inconsistent
with such status, position or responsibilities; or any removal of you from or
failure to reappoint or reelect you to any of such positions, except in
connection with the termination of your employment for Cause, as a result of
your Disability or death, or by you other than for Good Reason;
  (ii)  a
material reduction in your annual base salary;
  (iii)  the
Successor Corporation's requiring you (without your consent) to be based at any
place outside a 50-mile radius of his or her place of employment prior to a
Corporate Transaction, except for reasonably required travel on the Successor
Corporation's business that is not materially greater than such travel
requirements prior to the Corporate Transaction;
  (iv)  the
Successor Corporation's failure to (i) continue in effect any material
compensation or benefit plan (or the substantial equivalent thereof) in which
you was participating at the time of a Corporate Transaction, including, but not
limited to, the Plan, or (ii) provide you with compensation and benefits
substantially equivalent (in terms of benefit levels and/or reward
opportunities) to those provided for under each material employee benefit plan,
program and practice as in effect immediately prior to the Corporate
Transaction;
  (v)  any
material breach by the Successor Corporation of its obligations to you under the
Plan or any substantially equivalent plan of the Successor Corporation;
or
  (vi)  any
purported termination of the Participant's employment or service relationship
for Cause by the Successor Corporation that is not in accordance with the
definition of Cause under the Plan.
  14.  **Binding
Effect** . This
Agreement will inure to the benefit of the successors and assigns of the Company
and be binding upon you and your heirs, executors, administrators, successors
and assigns.