EXHIBIT 10.31

                                 GENERAL RELEASE

         This General Release Agreement (Agreement) dated April 20, 2003, is
between ESCO Technologies Inc., a Delaware corporation (ESCO) and Dennis J.
Moore (Moore), an individual.

         WHEREAS, Moore is a former employee of ESCO.

         WHEREAS, upon Moore's decision to retire at age 65, ESCO & Moore
entered into a Transition Agreement.

         WHEREAS, pursuant to such Agreement, ESCO agreed to continue to make
payments on a certain lease (Lease) for a 2001 Cadillac Deville automobile, VIN
1G6KF5790IU143519 (the Automobile) that ESCO was leasing for Moore's benefit
prior to his retirement.

         WHEREAS, ESCO has entered or will enter into a purchase agreement with
Enterprise to purchase the Automobile.

         WHEREAS, Moore desires to release ESCO from all future obligations
arising from or related to the Automobile.

     THEREFORE, in consideration of the agreements made herein and other
valuable consideration, the sufficiency of which is expressly acknowledged,
Moore and ESCO agree as follows:

     1.   Concurrently with the execution of this Agreement, ESCO shall pay the
          sum of $29,102.04 to Enterprise in consideration of the Automobile.

     2.   The Automobile will be titled as directed by Moore. ESCO shall
          relinquish all right and interest in the Automobile.

     3.   Moore hereby accepts ownership of the Automobile and knowingly,
          voluntarily and irrevocably agrees to fully and completely release
          ESCO from any and all rights and claims, including without limitation,
          demands, causes of action, charges, complaints, promises, grievances,
          losses, damages, liabilities, debts, or injuries, whether known or
          unknown, contingent or matured, at law or in equity or in arbitration,
          which Moore holds or has ever held against ESCO resulting from or
          related to the Automobile. It is expressly agreed and understood that
          this is a General Release. Moore shall hereinafter assume all
          responsibility for ownership of the automobile including taxes,
          maintenance, insurance, etc.



     4.   This Agreement shall be binding upon and inure to the benefit of each
          of the parties, his respective assigns, successors in interest, and
          legal representatives.

     5.   This Agreement is made in the State of Missouri and shall in all
          respects be interpreted and enforced and governed by and under the
          laws of said State.

Dennis J. Moore

By:   /s/ D.J. Moore
      -----------------------
Date: 4/9/03

ESCO Technologies Inc.

By:   /s/ V.L. Richey, Jr.
      -----------------------
Date: 4/10/03