MTC TECHNOLOGIES, INC.



                          REGISTRATION RIGHTS AGREEMENT



     This Registration Rights Agreement (this "Agreement") is made as of June

11, 2002, by and between MTC Technologies, Inc., a Delaware corporation (the

"Company"), and Rajesh K. Soin (the "Holder" and, together with his permitted

successors and assigns, the "Holders").



     The parties to this Agreement hereby agree as follows:



1.        Required Registration. Upon the receipt by the Company, from Holders

     representing at least 25% of the Registrable Securities (as defined in

     Section 15(h) below) then outstanding, of a written request (a "Request")

     for the registration of some or all of their Registrable Securities at any

     time more than 270 days after any registration statement covering an

     initial public offering (an "IPO") of securities of the Company under the

     Securities Act of 1933, as amended (the "1933 Act"), has become effective,

     the Company shall, if the reasonably anticipated aggregate offering price

     would exceed $5,000,000, prepare and file a registration statement under

     the 1933 Act, covering the Registrable Securities that are the subject of

     the Request. The Company shall promptly give written notice to all Holders

     of its receipt of a Request, and the Company shall, subject to the

     provisions of Section 5 hereof, include in such registration statement all

     other Registrable Securities that Holders have requested to have included

     within 20 days after such notice has been given by the Company. The Holders

     shall be entitled to two registrations under this Section 1. In the event

     that the Holders delivering the Request determine for any reason (other

     than at the request of the Company) not to proceed with a registration of

     Registrable Securities requested pursuant to this Section 1 at any time

     before the registration statement has been declared effective by the

     Securities and Exchange Commission (the "SEC"), and such registration

     statement, if theretofore filed with the SEC, is withdrawn with respect to

     the Registrable Securities covered thereby, and such Holders reimburse the

     Company for the fees, costs and expenses incurred by it in connection

     therewith, then, with respect to that non-consummated registration, the

     Holders will not be deemed to have exercised one of their rights to require

     the Company to register Registrable Securities pursuant to this Section 1.

     If the Holders determine not to proceed with such a registration upon the

     request of the Company, the Holders will not be required to reimburse the

     Company for its fees, costs and expenses and, with respect to that

     non-consummated registration, the Holders will not be deemed to have

     exercised one of their rights to require the Company to register

     Registrable Securities pursuant to this Section 1. The Company shall not,

     without the prior written consent of Holders representing at least 25% of

     the Registrable Securities then held by all of the Holders, effect any

     registration of its securities (other than on Form S-4 or Form S-8, or any

     successor or similar form) from the date the Company receives a Request

     pursuant to this Section 1 until the earlier of (a) 90 days after the date

     on which all securities covered by



<PAGE>





     such Request have been sold and (b) 180 days after the effective date of

     the registration statement covering such securities.



2.        Incidental Registration. Each time the Company determines to proceed

     with the preparation and filing of a registration statement under the 1933

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