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                                                                    Exhibit 10.8

                             MTC TECHNOLOGIES, INC.

                       NONQUALIFIED STOCK OPTION AGREEMENT

     This AGREEMENT (this "Agreement") is made as of May 3, 2002 (the "Date of
Grant"), by and between MTC Technologies, Inc., a Delaware corporation (the
"Company"), and David Gutridge (the "Optionee").

1.   Grant of Stock Option. Subject to and upon the terms, conditions, and
     restrictions set forth in this Agreement, the Company hereby grants to the
     Optionee as of the Date of Grant a stock option (the "Option") to purchase
     14 shares (the "Optioned Shares") of common stock, par value $.001 per
     share of the Company (the "Common Shares"), subject to adjustment as set
     forth in Section 10 (including, without limitation, upon any stock split
     occurring in connection with the Company's first public offering conducted
     by a nationally recognized underwriter pursuant to an effective
     registration statement filed under the Securities Act of 1933, as amended,
     covering the offer and sale of the Company's equity securities). The Option
     may be exercised from time to time in accordance with the terms of this
     Agreement. The price at which the Optioned Shares may be purchased pursuant
     to the Option shall be $10,347.00 per share, subject to adjustment as
     hereinafter provided (the "Option Price"). The Option is intended to be a
     nonqualified stock option and shall not be treated as an "incentive stock
     option" within the meaning of that term under Section 422 of the Internal
     Revenue Code of 1986, as amended from time to time, or any successor
     provision thereto.

2.   Term of Option. The term of the Option shall commence on the Date of Grant
     and, unless earlier terminated in accordance with Section 6 hereof, shall
     expire ten (10) years from the Date of Grant.

3.   Right to Exercise. The Option will be immediately exercisable on the Date
     of Grant. The Option may be exercised in whole or in part. In no event
     shall the Optionee be entitled to acquire a fraction of one Optioned Share
     pursuant to the Option. The Optionee shall be entitled to the privileges of
     ownership with respect to Optioned Shares purchased and delivered to the
     Optionee upon the exercise of all or part of the Option.

4.   Option Nontransferable. The Option granted hereby shall be neither
     transferable nor assignable by the Optionee other than by will or by the
     laws of descent and distribution and may be exercised, during the lifetime
     of the Optionee, only by the Optionee, or in the event of his or her legal
     incapacity, by his or her guardian or legal representative acting on behalf
     of the Optionee in a fiduciary capacity under state or foreign law and
     court supervision.

5.   Notice of Exercise; Payment. The Option may be exercised by written notice
     to the Company stating the number of Optioned Shares for which the Option
     is being exercised and the intended manner of payment. The date of the
     Optionee's written notice shall be the exercise date. Payment equal to the
     aggregate Option Price of the Optioned Shares for which the Option is being
     exercised shall be tendered in full with the notice of

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     exercise to the Company in cash in the form of currency or check or other
     cash equivalent acceptable to the Company. The Optionee may also tender the
     Option Price by (a) the actual or constructive transfer to the Company of
     nonforfeitable, nonrestricted Common Shares that have been owned by the
     Optionee for more than six months prior to the date of exercise, or (b) by
     any combination of the foregoing methods of payment, including a partial
     tender in cash and a partial tender in nonforfeitable, nonrestricted Common
     Shares. Nonforfeitable, nonrestricted Common Shares that are transferred by
     the Optionee in payment of all or any part of the Option Price shall be
     valued on the basis of their Market Value per Share. After the Company's
     first public offering conducted by a nationally recognized underwriter
     pursuant to an effective registration statement filed under the Securities
     Act of 1933, as amended, covering the offering and sale of the Company's
     equity securities, the requirement of payment in cash shall be deemed
     satisfied if the Optionee makes arrangements that are satisfactory to the
     Company with a broker that is a member of the National Association of
     Securities Dealers, Inc. to sell on the exercise date a sufficient number
     of Optioned Shares that are being purchased pursuant to the exercise, so
     that the net proceeds of the sale transaction will at least equal the
     amount of the aggregate Option Price plus payment of any applicable
     withholding taxes, and pursuant to which the broker undertakes to deliver
     to the Company the amount of the aggregate Option Price plus payment of any
     applicable withholding taxes on a date satisfactory to the Company, but not
     later than the date on which the sale transaction will settle in the
     ordinary course of business. As a further condition precedent to the
     exercise of the Option, the Optionee shall comply with all regulations and
     requirements of any regulatory authority having control of, or supervision
     over, the issuance of Common Shares and in connection therewith shall
     execute any documents that the Board of Directors of the Company shall in
     its sole discretion deem necessary or advisable.

6.   Termination of Agreement.

     (a)  This Agreement and the Option granted hereby shall terminate
          automatically and without further notice on the earliest of the
          following dates:

          (i)   Six (6) months after the Optionee's retirement at or after age
                65;

          (ii)  Six (6) months after the Optionee's death if such death occurs
                while the Optionee is employed by the Company or any subsidiary
                of the Company;

          (iii) Six (6) months after the Optionee's permanent and total
                disability, if the Optionee becomes permanently and totally
                disabled while an employee of the Company or any subsidiary of
                the Company and ceases to be an employee as a result of such
                disability;

          (iv)  Except as provided on a case-by-case basis, thirty (30) calendar
                days after the Optionee ceases to be an employee of the Company
                or any subsidiary of the Company for any reason other than as
                described in Section 6(a)(i), 6(a)(ii) or 6(a)(iii) hereof; or

          (v)   Ten (10) years from the Date of Grant.

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     (b)  In the event that the Optionee's employment is terminated for just
          cause, this Agreement shall terminate at the time of such termination
          notwithstanding any other provision of this Agreement and the
          Optionee's option will cease to be exercisable and will not become
          exercisable after such termination. For purposes of this provision,
          "just cause" shall mean, with respect to an Optionee, "just cause" (or
          any similar term) as defined in any employment, severance or other
          agreement between the Company or any subsidiary of the Company and the
          Optionee, or if there is no such agreement in effect that contains a
          definition of "just cause" (or any similar term), "just cause" shall
          include the commission by the Optionee of any of the following acts
          prior to termination of employment:

          (i)   an intentional act of fraud, embezzlement, theft, or any other
                material violation of law in connection with the Optionee's
                duties or in the course of the Optionee's employment;

          (ii)  intentional wrongful damage to material assets of the Company or
                any subsidiary of the Company;

          (iii) intentional wrongful disclosure of material confidential
                information of the Company or any subsidiary of the Company;

          (iv)  intentional wrongful engagement in any competitive activity that
                would constitute a material breach of the duty of loyalty to the
                Company or any subsidiary of the Company;

          (v)   intentional breach of any stated material employment policy of
                the Company or any subsidiary of the Company; or

          (vi)  any other conduct that constitutes "cause" at common law.

     (c)  For the purposes of this Agreement, the continuous employment of the
          Optionee with the Company shall not be deemed to have been
          interrupted, and the Optionee shall not be deemed to have ceased to be
          an employee of the Company, by reason of the transfer of his or her
          employment among the Company and the Company's subsidiaries or a leave
          of absence approved by the Board of Directors of the Company.

7.   No Employment Contract. Nothing contained in this Agreement shall confer
     upon the Optionee any right with respect to continuance of employment by
     the Company or any subsidiary of the Company, nor limit or affect in any
     manner the right of the Company or any subsidiary of the Company to
     terminate the employment or adjust the compensation of the Optionee.

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8.   Taxes and Withholding. To the extent that the Company or any subsidiary of
     the Company is required to withhold any federal, state, local or foreign
     taxes in connection with the exercise of the Option, and the amounts
     available to the Company or such subsidiary for such withholding are
     insufficient, it shall be a condition to the exercise of the Option that
     the Optionee shall pay such taxes or make provisions that are satisfactory
     to the Company or the subsidiary, as the case may be, for the payment
     thereof. The Optionee may elect to satisfy all or any part of any such
     withholding obligation by (a) surrendering to the Company or the subsidiary
     a portion of the Optioned Shares that are issued or transferred to the
     Optionee upon the exercise of the Option, and the Optioned Shares so
     surrendered by the Optionee shall be credited against any such withholding
     obligation at the Market Value per Share of such shares on the date of such
     surrender or (b) utilizing the broker assistance arrangement provided in
     Section 5.

9.   Compliance with Law. The Company shall make reasonable efforts to comply
     with all applicable federal, state and provincial securities laws;
     provided, however, notwithstanding any other provision of this Agreement,
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     the Option shall not be exercisable if the exercise thereof would result in
     a violation of any such law.

10.  Adjustments. The Board of Directors of the Company may make or provide for
     such adjustments in the number of Optioned Shares covered by the Option, in
     the Option Price applicable to the Option, and in the kind of shares
     covered thereby, as the Board of Directors of the Company, in its sole
     discretion, exercised in good faith, may determine is equitably required to
     prevent dilution or enlargement of the Optionee's rights that otherwise
     would result from (a) any stock dividend, stock split, combination of
     shares, recapitalization, or other change in the capital structure of the
     Company, (b) any merger, consolidation, spin-off, split-off, spin-out,
     split-up, reorganization, partial or complete liquidation, or other
     distribution of assets or issuance of rights or warrants to purchase
     securities, or (c) any other corporate transaction or event having an
     effect similar to any of the foregoing. In the event of any such
     transaction or event, the Board of Directors of the Company, in its
     discretion, may provide in substitution for the Option such alternative
     consideration as it may determine to be equitable in the circumstances and
     may require in connection therewith the surrender of the Option.

11.  Availability of Common Shares; Fractional Shares. The Company shall at all
     times until the expiration of the Option reserve and keep available, either
     in its treasury or out of its authorized but unissued Common Shares, the
     full number of Optioned Shares deliverable upon the exercise of the Option.
     The Company will not be required to issue any fractional Common Shares
     pursuant to this Agreement. The Board of Directors of the Company may
     provide for the elimination of fractions or for the settlement of fractions
     in cash.

12.  Amendments; Interpretation. This Agreement may be amended from time to time
     by agreement of the parties; provided, however, that no amendment shall
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     adversely affect the rights of the Optionee under this Agreement without
     the Optionee's consent. The Board of Directors of the Company, as
     constituted from time to time, shall, except as expressly provided
     otherwise herein, have the right to determine any questions which arise in
     connection with the Option or its exercise.

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13.  Severability. In the event that one or more of the provisions of this
     Agreement shall be invalidated for any reason by a court of competent
     jurisdiction, any provision so invalidated shall be deemed to be separable
     from the other provisions hereof, and the remaining provisions hereof shall
     continue to be valid and fully enforceable.

14.  Definition. For purposes of this Agreement, "Market Value per Share" means,
     as of any particular date, (i) the closing sale price per Common Share as
     reported on the principal exchange on which Common Shares are then trading,
     if any, or if applicable, the Nasdaq National Market System, or if there
     are no sales on such date, on the next preceding trading day during which a
     sale occurred, or (ii) if clause (i) does not apply, the fair market value
     of a Common Share as determined by the Board of Directors of the Company.

15.  Successors and Assigns. Without limiting Section 4 hereof, the provisions
     of this Agreement shall inure to the benefit of, and be binding upon, the
     successors, administrators, heirs, legal representatives and assigns of the
     Optionee, and the successors and assigns of the Company.

16.  Governing Law. The interpretation, performance, and enforcement of this
     Agreement shall be governed by the laws of the State of Delaware, without
     giving effect to the principles of conflict of laws thereof. Each party to
     this Agreement hereby consents and submits himself, herself or itself to
     the jurisdiction of the courts of the State of Delaware for the purposes of
     any legal action or proceeding arising out of this Agreement.

17.  Notices. Any notice to the Company provided for herein shall be in writing
     to the Company and any notice to the Optionee shall be addressed to the
     Optionee at his or her address on file with the Company. Except as
     otherwise provided herein, any written notice shall be deemed to be duly
     given if and when delivered personally or sent by registered mail or
     electronic means of communication, and addressed as aforesaid. Any party
     may change the address to which notices are to be given hereunder by notice
     to the other party as herein specified (provided that for this purpose any
     mailed notice shall be deemed given on the third business day following
     deposit of the same in the mail).

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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its duly authorized officer and Optionee has also executed this
Agreement in duplicate, as of the day and year first above written.


                                            MTC TECHNOLOGIES, INC.


                                            By: /s/ Rajesh K. Soin
                                               ---------------------------------
                                            Name: Rajesh K. Soin
                                            Title: Chairman of the Board

The undersigned Optionee hereby acknowledges receipt of an executed original of
this Stock Option Agreement and accepts the Option granted hereunder, subject to
the terms and conditions set forth herein.
                                              /s/ David Gutridge
                                             -----------------------------------
                                             Optionee

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