EXHIBIT 10.6

                        INCENTIVE STOCK OPTION AGREEMENT
                                      UNDER
                             ESCO TECHNOLOGIES INC.
                        2004 INCENTIVE COMPENSATION PLAN


     THIS  AGREEMENT,  made this day of , 20 , by and between ESCO  TECHNOLOGIES
INC.,  a  Missouri   corporation   (hereinafter   called  the  "Company"),   and
________________________(hereinafter called "Optionee"),

     WITNESSETH THAT:

     WHEREAS,  the Board of Directors of the Company  ("Board of Directors") has
adopted the ESCO Technologies Inc. 2004 Incentive Compensation Plan (the "Plan")
pursuant  to  which  options  may be  granted  to  key  officers,  managers  and
professional employees of the Company and its subsidiaries; and

     WHEREAS, Optionee is now a key officer, manager or professional employee of
the Company or a subsidiary of the Company; and

     WHEREAS,  the Company  desires to grant to Optionee  the option to purchase
certain shares of its stock under the terms of the Plan;

     NOW,  THEREFORE,  in  consideration  of the  premises,  and  of the  mutual
agreements hereinafter set forth, it is covenanted and agreed as follows:

     1. Grant  Subject to Plan.  This option is granted  under and is  expressly
subject  to,  all  the  terms  and  provisions  of the  Plan,  which  terms  are
incorporated herein by reference.  The Committee referred to in Section 5 of the
Plan ("Committee") has been appointed by the Board of Directors,  and designated
by it, as the Committee to make grants of options.

     2. Grant and Terms of Option.  Pursuant to action of the  Committee,  which
action was taken on  _______________  ("Date of Grant"),  the Company  grants to
Optionee  the  option to  purchase  all or any part of  ________________________
shares of the Common Stock of the  Company,  of the par value of $0.01 per share
("Common Stock"),  for a period of five (5) years from the Date of Grant, at the
purchase price of $_________  per share;  provided,  however,  that the right to
exercise  such option shall be, and is hereby,  restricted so that no shares may
be purchased  during the first year of the term hereof.  During the term of this
option,  Optionee may purchase shares to which this option relates in accordance
with the Option Vesting Schedule  (Schedule A) attached hereto.  In no event may
this option or any part thereof be exercised  after the  expiration  of five (5)
years  from the  Date of  Grant.  Without  further  action  or  approval  by the
Committee,  the purchase  price of the shares  subject to the option may be paid
for (i) in cash,  (ii) by tender of shares  of  Common  Stock  already  owned by
Optionee,  or (iii) by a combination of methods of payment  specified in clauses
(i) and (ii),  but only if Optionee  has owned any shares to be tendered  for at
least six (6) months, all in accordance with Section 7(b) of the Plan. No shares
of Common  Stock may be  tendered in exercise of this option if such shares were
acquired by Optionee  through the exercise of an Incentive Stock Option,  unless
(i) such shares have been held by  Optionee  for at least one year,  and (ii) at
least two years have elapsed since such Incentive Stock Option was granted.

     3.  Anti-Dilution  Provisions.  In the event that,  during the term of this
Agreement,  there is any  change in the number of shares of  outstanding  Common
Stock of the Company by reason of stock dividends,  recapitalizations,  mergers,
consolidations, split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price thereof shall be
adjusted,  to the same  proportionate  number  of  shares  and  price as in this
original agreement.

     4.  Investment  Purpose.  Optionee  represents  that,  in the  event of the
exercise by Optionee of the option hereby granted, or any part thereof, Optionee
intends to purchase the shares  acquired on such exercise for investment and not
with a view to resale or other distribution;  except that the Committee,  at its
election,  may waive or release this condition in the event the shares  acquired
on exercise of the option are  registered  under the  Securities Act of 1933, or
upon the happening of any other  contingency which the Committee shall determine
warrants  the waiver or  release of this  condition.  Optionee  agrees  that the
certificates  evidencing  the shares  acquired  by him on exercise of all or any
part of this option, may bear a restrictive  legend, if appropriate,  indicating
that the  shares  have not been  registered  under  said Act and are  subject to
restrictions on the transfer thereof,  which legend may be in the following form
(or such other form as the Company shall determine to be proper), to-wit:

          "The shares  represented by this  certificate have not been registered
          under the  Securities Act of 1933, but have been issued or transferred
          to the registered owner pursuant to the exemption  afforded by Section
          4(2) of said Act.  No transfer or  assignment  of these  shares by the
          registered owner shall be valid or effective,  and the issuer of these
          shares  shall not be  required  to give any effect to any  transfer or
          attempted transfer of these shares,  including without  limitation,  a
          transfer  by  operation  of law,  unless  (a) the  issuer  shall  have
          received an opinion of its counsel that the shares may be  transferred
          without requirement of registration under said Act, or (b) there shall
          have been delivered to the issuer a 'no-action'  letter from the staff
          of the  Securities  and  Exchange  Commission,  or (c) the  shares are
          registered under said Act."

     5.  Non-Transferability.  Neither the option hereby  granted nor any rights
thereunder or under this Agreement may be assigned, transferred or in any manner
encumbered  except  by will or the laws of  descent  and  distribution,  and any
attempted assignment, transfer, mortgage, pledge or encumbrance except as herein
authorized,  shall be void and of no effect.  The option may be exercised during
Optionee's lifetime only by him.

     6. Termination of Employment. In the event of the termination of employment
of Optionee  other than by death,  the option  granted may be  exercised  at the
times and to the extent provided in Section 7(f) of the Plan.

     7. Death of  Optionee.  In the event of the death of  Optionee,  the option
granted may be exercised at the times and to the extent provided in Section 7(g)
of the Plan.

     8. Shares Issued on Exercise of Option.  It is the intention of the Company
that on any exercise of this option it will  transfer to Optionee  shares of its
authorized  but  unissued  stock or  transfer  Treasury  shares,  or utilize any
combination of Treasury  shares and authorized but unissued  shares,  to satisfy
its obligations to deliver shares on any exercise hereof.

     9.  Committee  Administration.  This option has been granted  pursuant to a
determination  made by the  Committee,  and such  Committee or any  successor or
substitute  committee  authorized  by the  Board of  Directors  or the  Board of
Directors  itself,  subject  to the  express  terms of this  option,  shall have
plenary  authority  to  interpret  any  provision of this option and to make any
determinations  necessary or advisable for the administration of this option and
the exercise of the rights herein granted, and may waive or amend any provisions
hereof in any manner not adversely  affecting the rights  granted to Optionee by
the express terms hereof.

     10. Option an Incentive Stock Option. This option is intended as, and shall
be treated as, an  incentive  stock  option  under  Section 422 of the  Internal
Revenue Code of 1986, as amended.

     11. Choice of Law. This Agreement  shall be construed and  administered  in
accordance  with  the  laws of the  State  of  Missouri  without  regard  to the
principles  of  conflicts of law which might  otherwise  apply.  Any  litigation
concerning  any aspect of this Agreement  shall be conducted  exclusively in the
State or Federal  courts in the State of  Missouri.  Both  Company and  Optionee
expressly  waive any right or claim  either  may have to  litigate  in any other
state or nation and/or under the law(s) of any other state or nation relating to
this Agreement.

     12. Additional  Provisions.  This option shall be subject to any additional
provisions  set  forth  in the  following  Exhibits  (if any)  attached  hereto:
Non-Compete  and Change of Control.  If no Exhibits are attached,  the foregoing
constitutes the entire Agreement.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its Vice President pursuant to due authorization, and Optionee has
signed this  Agreement to evidence  Optionee's  acceptance  of the option herein
granted and of the terms hereof, all as of the date hereof.

                                               ESCO TECHNOLOGIES INC.


                                               By ______________________
                                                     Vice President





                                                   _________________________
                                                     Optionee