EXHIBIT 10.8

                        INCENTIVE STOCK OPTION AGREEMENT
                                      UNDER
                             ESCO TECHNOLOGIES INC.
                            2001 STOCK INCENTIVE PLAN


     THIS AGREEMENT, made this _____ day of ____________, 200___, 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.  2001 Stock  Incentive  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;  that at any time during the term of this option  after the
end of the first  year  from the Date of  Grant,  Optionee  may  purchase  up to
33-1/3% of the total number of shares to which this option relates;  that at any
time  during the term of this  option  after the end of the second year from the
Date of Grant,  Optionee may purchase up to an  additional  33-1/3% of the total
number of shares to which this  option  relates;  and that at any time after the
end of the third year from the Date of Grant,  Optionee  may  purchase  up to an
additional  33-1/3% of the total number of shares to which this option  relates;
so that  upon the  expiration  of the  third  year  from  the Date of Grant  and
thereafter  during  the term  hereof,  Optionee  will have  become  entitled  to
purchase the entire number of shares to which this option  relates.  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:  Change
of  Control  and  Non-Compete.  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





                                     EXHIBIT
                               (Change of Control)


Notwithstanding  Paragraph 2 of this Option Agreement,  in the event of a Change
of Control (as  hereinafter  defined)  Optionee may  purchase  100% of the total
number of shares to which this option relates. For the purposes of this Exhibit,
a Change of Control means:

          a. The purchase or other acquisition  (other than from the Company) by
     any person, entity or group of persons, within the meaning of Section 13(d)
     or 14(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange
     Act") (excluding,  for this purpose, the Company or its subsidiaries or any
     employee  benefit plan of the Company or its  subsidiaries),  of beneficial
     ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange
     Act) of 20% or more of either the  then-outstanding  shares of common stock
     of  the   Company  or  the   combined   voting   power  of  the   Company's
     then-outstanding  voting  securities  entitled  to  vote  generally  in the
     election of directors; or

          b.  Individuals  who, as of the date hereof,  constitute  the Board of
     Directors  of the Company  (the  "Board"  and, as of the date  hereof,  the
     "Incumbent  Board")  cease for any reason to constitute at least a majority
     of the Board, provided that any person who becomes a director subsequent to
     the date hereof whose election, or nomination for election by the Company's
     shareholders,  was  approved  by a  vote  of at  least  a  majority  of the
     directors  then  comprising  the Incumbent  Board (other than an individual
     whose  initial  assumption  of  office is in  connection  with an actual or
     threatened  election  contest  relating to the election of directors of the
     Company,  as  such  terms  are  used  in  Rule  14a-11  of  Regulation  14A
     promulgated under the Exchange Act) shall be, for purposes of this section,
     considered as though such person were a member of the Incumbent Board; or

          c. Approval by the  stockholders  of the Company of a  reorganization,
     merger or  consolidation,  in each case with  respect to which  persons who
     were  the   stockholders   of  the  Company   immediately   prior  to  such
     reorganization, merger or consolidation do not, immediately thereafter, own
     more than 50% of,  respectively,  the common stock and the combined  voting
     power  entitled  to vote  generally  in the  election of  directors  of the
     reorganized,  merged or consolidated corporation's  then-outstanding voting
     securities,  or of a liquidation  or  dissolution  of the Company or of the
     sale of all or substantially all of the assets of the Company.





                                     EXHIBIT
                                  (Non-Compete)


Optionee  agrees that for the period  beginning  on the Date of Grant and ending
one (1) year after Optionee's  termination of employment,  Optionee will not, as
an individual or as a partner,  employee,  agent, advisor,  consultant or in any
other capacity of or to any person, firm, corporation or other entity,  directly
or  indirectly,  other than as a 2% or less  shareholder  of a  publicly  traded
corporation, do any of the following:

     a. Carry on any business or become involved in any business activity, which
is (i)  competitive  with the business of the Company (or a subsidiary  or joint
venture of the Company),  as presently conducted and as said business may evolve
in the  ordinary  course,  and (ii) a business  or  business  activity  in which
Optionee was engaged in the course of Optionee's employment with the Company (or
a subsidiary or joint venture of the Company);

     b.  Recruit,  solicit  or  hire,  or  assist  anyone  else  in  recruiting,
soliciting  or hiring,  any employee of the Company (or any  subsidiary or joint
venture of the Company),  for employment  with any competitor of the Company (or
of any subsidiary or joint venture of the Company);

     c. Induce or attempt to induce,  or assist anyone else to induce or attempt
to induce,  any customer of the Company (or any  subsidiary  or joint venture of
the Company),  with whom  Optionee or anyone under  Optionee's  supervision  has
dealt, or about whom Optionee has been provided any confidential information, to
discontinue,  divert, reduce or not renew its business with the Company (or with
any subsidiary or joint venture of the Company),  or disclose to anyone else any
confidential  information  relating  to  the  identities,   preferences,  and/or
requirements of any such customer; or

     d.  Engage  in any other  conduct  inimical,  contrary  or  harmful  to the
interests of the Company (or any  subsidiary  or joint  venture of the Company),
including,  but not limited to,  conduct  related to Optionee's  employment,  or
violation of any Company policy.

     Remedies.

     a. In the  event of a breach or  threatened  breach  of this  Exhibit,  the
Company shall be entitled,  in addition to any other legal or equitable remedies
it  may  have,  to  temporary,   preliminary  and  permanent  injunctive  relief
restraining  such  breach  or  threatened  breach.   Optionee  hereby  expressly
acknowledges  that the harm which might result as a result of any  noncompliance
by Optionee would be largely irreparable, and Optionee agrees that if there is a
question as to the  enforceability  of any of the  provisions  of this  Exhibit,
Optionee will abide by the Exhibit until after the question has been resolved by
a final judgment of a court of competent jurisdiction.

     b. The parties  acknowledge  and agree that the  restrictions  contained in
this Exhibit are reasonable in light of, among other things, the following:  (i)
The  parties'  expectations  regarding  the  Exhibit  are  based  on the  law of
Missouri,  where the Company is  headquartered  and has its  principal  place of
business;  (ii) The Company hereby agrees, as a result of Optionee's agreeing to
this  Exhibit,  that the  Company  shall  provide  Optionee  with  confidential,
competitively-sensitive and proprietary information;  (iii) The Company competes
both  throughout the United States and in  international  markets;  and (iv) The
confidential  and  competitively-sensitive  information  which Optionee shall be
provided,  the customer and other business  relationships that Optionee shall be
allowed  to  develop,  enhance  and/or  solidify,  and the other  benefits  that
Optionee is  receiving  as the result of agreeing to this  Exhibit,  justify the
restrictions contained herein.