INCENTIVE STOCK OPTION AGREEMENT

EXHIBIT 10.2.1

INCENTIVE STOCK OPTION AGREEMENT
UNDER THE
ARGON ST, INC.
2002 STOCK INCENTIVE PLAN

     THIS AGREEMENT is entered into effective as of                     by and between ARGON ST, INC. (“Corporation”) and                     (“Optionee”), pursuant to the Corporation’s 2002 Stock Incentive Plan (the “Plan”). The Corporation hereby grants to the Optionee an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, to purchase a total of                     shares of Common Stock, subject to the terms and conditions contained in the Plan and as hereinafter provided (the “Option”). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan.

     1. Option Price. The Option shall be exercisable at a price of $___per share.

     2. Option Exercise. (a) The Option shall become exercisable in installments as follows:

To the extent not exercised, installments shall accumulate and the Optionee may exercise them thereafter in whole or in part. In the event of a Change in Control, the Option immediately shall become exercisable in full. Any provision of this Agreement to the contrary notwithstanding, the Option shall expire on, and no longer be exercisable after, the date which is the tenth (10th) anniversary of the date of this Agreement (the “Expiration Date”).

     (b) The Option shall be exercisable by delivery to the President of the Corporation of a written and duly executed notice in the form attached hereto.

     (c) Payment of the full purchase price of any shares with respect to which the option is being exercised shall accompany the notice of exercise of the Option. Payment shall be made in any of the following ways — (a) in cash, (b) by certified check, bank draft or money order, or (c) by delivery to the Corporation of a properly executed exercise notice, acceptable to the corporation, together with irrevocable instructions to the Optionee’s broker to deliver to the Corporation sufficient cash to pay the exercise price and any applicable income and employment withholding taxes (the “cashless exercise procedure”).

     3. Termination.

     (a) Termination Before Option Becomes Exercisable. If Optionee’s employment is terminated for any reason prior to the date that the Option or a portion thereof first becomes exercisable, such Option or portion thereof shall terminate and all rights thereunder shall cease.

     (b) Terminating After Option Becomes Exercisable. To the extent an Option is exercisable and unexercised on the date the Optionee’s employment is terminated

     (i) for any reason other than death, Disability or Retirement, the Option shall terminate on the earlier of (A) the Expiration Date of the Option, and (B) ninety (90) days after Participant’s termination.

     (ii) because the Optionee has died or become subject to a Disability, the Option shall terminate on the first anniversary of the date of the Optionee’s termination; or

     (iii) due to Retirement, the Option shall terminate on the earlier of (A) the Expiration Date and (B) the second anniversary of the Optionee’s termination

During the period from the Optionee’s termination until the termination of the Option, the Optionee, or the person or persons to whom the Option shall have been transferred by will or by the laws of descent and distribution, may exercise the Option only to the extent that such Option was exerc