Exhibit 10(c)

                       NONQUALIFIED STOCK OPTION AGREEMENT
                                      UNDER
                          ESCO ELECTRONICS CORPORATION
                             1994 STOCK OPTION PLAN


          THIS AGREEMENT,  made this 18th day of July, 2002, by and between ESCO
     Technologies  Inc.  (formerly  ESCO  Electronics  Corporation),  a Missouri
     corporation  (hereinafter  called  the  "Company"),  and  Dennis  J.  Moore
     (hereinafter called "Optionee"),

                                WITNESSETH THAT:

          WHEREAS,  the Board of Directors of the Company ("Board of Directors")
     has adopted the ESCO  Electronics  Corporation  1994 Stock Option Plan (the
     "Plan") pursuant to which options to purchase shares of the Common Stock of
     the  Company  may be granted to certain  key  management  employees  of the
     Company and its subsidiaries; and

          WHEREAS, Optionee is now a key management employee 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
     Paragraph 4 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 July 18,  2002  ("Date of  Grant"),  the Company
     grants to Optionee the option to purchase all or any part of sixty thousand
     (60,000)  shares of the Common  Stock of the  Company,  of the par value of
     $0.01 per share ("Common  Stock"),  for a period of ten (10) years from the
     Date of Grant,  at the  purchase  price of  $31.3350  per share;  provided,
     however,  that the right to exercise  such option  shall be, and is hereby,
     restricted  so that no shares may be  purchased  prior to February 1, 2003;
     that at any time  during the term of this  option on or after  February  1,
     2003,  Optionee  may  purchase  100% of the  number of shares to which this
     option relates.  Notwithstanding the foregoing, 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  effective as of the later of
     (i) the date of the Change of  Control,  or (ii) six (6)  months  after the
     Date of Grant. In no event may this option or any part thereof be exercised
     after the expiration of ten (10) years from the Date of Grant. 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),  all in accordance  with Paragraph 6 of the Plan. For the purposes of
     this Agreement, 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.

          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,  as
     the Committee, in its sole discretion, shall determine.

          4. Investment  Purpose.  Optionee represents that, in the event of the
     exercise  by him of the option  hereby  granted,  or any part  thereof,  he
     intends to purchase the shares acquired on such exercise for investment and
     not with a view to resale or other  distribution;  except that the Company,
     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 Company  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  paragraph 9 of the
     Plan. Provided,  that if Optionee's  employment is terminated on account of
     retirement on or after age 60,  Optionee may exercise  this option,  to the
     extent that he was entitled to exercise it at the date of such  retirement,
     at any time within five (5) years after such retirement,  but not after ten
     (10)  years  from  the  Date  of the  Grant.  Provided,  further,  that  if
     Optionee's employment is terminated for cause (as hereinafter defined) this
     option shall  terminate and be of no further force or effect.  For purposes
     of this Agreement, the term "cause" shall mean:

          (i) Optionee's willful and continued failure to substantially  perform
     his duties with the Company or one of its subsidiaries (other than any such
     failure resulting from incapacity due to physical or mental illness), after
     a written  demand for such  performance is delivered to him by the Board of
     Directors of the Company which specifically  identifies the manner in which
     such Board believes that he has not substantially performed his duties; or

          (ii) Optionee's  willful  engaging in (A) illegal  conduct (other than
     minor traffic offenses), or (B) conduct which is in breach of his fiduciary
     duty to the Company or one of its  subsidiaries  and which is  demonstrably
     injurious  to  the  Company  or  one of  its  subsidiaries,  any  of  their
     reputations,  or any of their  business  prospects.  For  purposes  of this
     subparagraph  (ii) and  subparagraph (i) above, no act or failure to act on
     Optionee's part shall be considered "willful" unless it is done, or omitted
     to be done,  by him in bad  faith or  without  reasonable  belief  that his
     action or omission  was in the best  interests of the Company or one of its
     subsidiaries.  Any act,  or failure  to act,  based  upon  authority  given
     pursuant to a  resolution  duly  adopted by the Board of  Directors  of the
     Company  or based  upon the  advice of  counsel  for the  Company  shall be
     conclusively  presumed  to be done,  or omitted to be done,  by Optionee in
     good  faith  and  in  the  best  interests  of  the  Company  or one of its
     subsidiaries;

     The  cessation  of  Optionee's  employment  shall  not be  deemed to be for
     "cause" unless and until there shall have been delivered to him a copy of a
     resolution  duly  adopted  by  the  affirmative   vote  of  not  less  than
     three-fourths  of the entire  membership  of such Board of Directors of the
     Company (but excluding Optionee so long as he is a member of such Board) at
     a meeting of such Board called and held for such purpose (after  reasonable
     notice is  provided to Optionee  and he is given an  opportunity,  together
     with  counsel,  to be  heard  before  such  Board),  finding  that,  in the
     good-faith  opinion  of such  Board,  Optionee  is  guilty  of the  conduct
     described in subparagraph (i) or (ii) above, and specifying the particulars
     thereof in detail.

          7. Death of Optionee. In the event of the death of Optionee during the
     term of this  Agreement  and  while he is  employed  by the  Company  (or a
     subsidiary),  or within  three (3)  months  after  the  termination  of his
     employment (or one (l) year in the case of the termination of employment of
     an Optionee  who is  disabled as provided in the Plan),  this option may be
     exercised, to the extent that he was entitled to exercise it at the date of
     his death,  by a legatee or legatees of Optionee under his last will, or by
     his personal representatives or distributes, at any time within a period of
     one (1) year  after his  death,  but not after ten (10) years from the date
     hereof,  and only if and to the extent that he was entitled to exercise the
     option at the date of his death.

          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 Not an Incentive  Stock  Option.  This option shall not be
     treated as an  incentive  stock  option  under  Section 422 of the Internal
     Revenue Code of 1986, as amended.

          11.  Governing Law. This Agreement shall be construed and administered
     in accordance wit the laws of the State of Missouri,  without regard to the
     principles of conflicts of law which might otherwise apply.

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

                                              ESCO  TECHNOLOGIES INC.


                                              By
                                                       Vice President

ATTEST:

  Secretary



                                              Dennis J. Moore, Optionee