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                                                                     Exhibit 4.2


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     statement, if theretofore filed with the SEC, is withdrawn with respect to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

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     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
     Act in connection with the proposed offer and sale for money of any of its
     securities, whether by the Company or any of its security holders (other
     than on Forms S-4 or S-8, or any successor or similar form and other than
     in connection with the Company's IPO), the Company shall give written
     notice of its determination to the Holders. Upon the written request of a
     Holder given to the Company within 20 days after the giving of notice by
     the Company, the Company shall, subject to the provisions of Section 5
     hereof, cause all Registrable Securities that the Holder has requested to
     be registered to be included in the registration statement.

3.        Short Form Registration. In addition to the registration rights
     provided in Sections 1 and 2 hereof, if the Company qualifies for the use
     of Form S-3 or any similar short form registration statement then in effect
     (other than Form S-4 or Form S-8, or any successor or similar form), the
     Company shall, upon each Request of Holders seeking to register Registrable
     Securities having an aggregate market value of at least $5,000,000,
     register on such form the Registrable Securities that are the subject of
     the Request. All registrations effected under this Section 3 will be at the
     expense of the Company and will not count toward the two registrations
     permitted under Section 1.

4.        Limitations. Notwithstanding the provisions of Sections 1 and 3
     hereof:


(a)            the Company has the right to delay or suspend the preparation and
          filing of a registration statement for up to 90 days if in the
          reasonable judgment of a majority of the Board of Directors of the
          Company such filing would hinder in any material respect or require
          disclosure of any financing, acquisition, corporate reorganization or
          other material event involving the Company which disclosure could be
          materially harmful to the Company; provided that the Company shall use
          its best efforts to cause any such registration statement to become
          effective within 150 days of receipt of the request therefor and the
          Company is only entitled to utilize this clause (a) once in any 12
          month period; and

(b)            after the registration statement has been declared effective, the
          Company will have the right to suspend the use of the registration
          statement for such period (not to exceed 90 days) as may be necessary
          to permit the Company to prepare and file with the SEC any amendment
          or supplement to such registration statement or prospectus as may be
          necessary to correct any statements or omissions if, at the time when
          a prospectus relating to such securities is required to be delivered
          under the 1933 Act, any event has occurred as the result of which any
          such prospectus or any other prospectus as then in effect would
          include an untrue statement of a material fact or omit to state any
          material fact necessary to make the statements therein, in the light
          of the circumstances in which they were made, not misleading; provided
          that the Company will only be entitled to utilize this clause (b)
          twice in any 12 month period to remedy material

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          misstatements or omissions for which the Company would be required to
          indemnify Holders under Section 8(a);
          and

(c)            if, prior to receiving a request for registration, the Company
          has given notice under Section 2 hereof that it intends to prepare and
          file a registration statement (a "Section 2 Registration Statement"),
          then the Company will have the right to delay or suspend the filing of
          the registration statement requested by the Holders; provided that the
          Company shall use its best efforts to (i) cause any such registration
          statement requested by the Holders to become effective within 180 days
          after the date on which all securities covered by the Section 2
          Registration Statement have been sold, and (ii) include any
          Registrable Securities that are the subject of a notice delivered by
          Holders under Section 2 in the Section 2 Registration Statement; and

(d)            the Company is not required to file a registration statement
          under Sections 1 or 3 within 180 days after the effective date of
          another registration statement under Sections 1, 2 or 3.

5.        Pro Ration. If any Holder requests the registration of Registrable
     Securities under Sections 1, 2 or 3 above in a registration statement that
     pertains to one or more underwritten public offerings and the managing
     underwriters impose a limitation on the number of Common Shares that may be
     included in the registration statement, the Company shall include in the
     registration (i) in the case of a registration under Section 2 hereof,
     first, the Common Shares that the Company proposes to issue and sell,
     second, the Registrable Securities requested by the Holders to be included
     therein pursuant to Section 2, and third, any other Common Shares requested
     to be included in the registration statement by persons other than the
     Holders, provided however, that in no event will Holders have the
     opportunity to register less than 25% of the total number of Common Shares
     (or the equivalent) being included in any Section 2 Registration Statement
     (unless all Registrable Securities then outstanding represent less than 25%
     of the total number of Common Shares being included in the Section 2
     Registration Statement, in which case the Holders will have the opportunity
     to register all their Registrable Securities) and (ii) in the case of a
     registration under Sections 1 or 3, as the case may be, first, on a pro
     rata basis among the holders of Registrable Securities as to which
     registration rights have been exercised pursuant to Sections 1 or 3 (the
     "Demand Shares") according to the number of Registrable Securities owned by
     each, second, the number of Registrable Securities requested by the Holders
     (to the extent their request was not pursuant to Sections 1 or 3) to be
     included that in the opinion of the underwriters can be sold (the
     "Secondary Shares"), on a pro rata basis among holders of the Secondary
     Shares according to the number of Registrable Securities owned by each
     (exclusive of Demand Shares in each case), and third, any other Common
     Shares requested to be included in the registration statement by persons
     other than the Holders.

6.        Registration Procedures. If and whenever the Company is required by
     the provisions of Sections 1, 2 or 3 to effect the registration of
     Registrable Securities under the 1933 Act, the Company shall:

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(a)             subject to the provisions of Section 4, prepare and file with
          the SEC within 45 days of the Company's receipt of a Holder's Request
          pursuant to Sections 1 or 3, a registration statement with respect to
          the Registrable Securities covered by the Request, and use its best
          efforts to cause the registration statement to become effective within
          100 days of the Company's receipt of the Request;

(b)             prepare and file with the SEC such amendments to the
          registration statement and supplements to the prospectus contained
          therein and take any other actions as may be necessary to keep the
          registration statement effective until the earlier of (i) the date on
          which all Registrable Securities covered by the registration statement
          have been sold and (ii) 180 days after the effective date of the
          registration statement, provided that any such 180-day period will be
          extended for a period equal to the period that the Holder refrains, at
          the request of the Company or any underwriter of Registrable
          Securities, from selling any Registrable Securities included in the
          registration;

(c)             use its best efforts to register or qualify the Registrable
          Securities for sale under such other securities or blue sky laws of
          such jurisdictions as the Holders may reasonably request (including
          factors such as the cost to the Company) and do any and all other acts
          and things that may be reasonably necessary or desirable to enable the
          Holders to consummate the disposition of the Registrable Securities in
          such jurisdictions;

(d)             furnish to the Holders and to the underwriters of the securities
          being registered a reasonable number of copies of the registration
          statement, preliminary prospectus, final prospectus, and such other
          documents as the Holders or underwriters may reasonably request in
          order to facilitate the public offering of the securities being
          registered;

(e)             notify the participating Holders, promptly after the Company
          receives notice thereof, of the time when the registration statement
          or any amendment thereto has become effective or a supplement to any
          prospectus forming a part of the registration statement has been
          filed;

(f)             notify the Holders promptly of any request by the SEC for the
          amending or supplementing of the registration statement or prospectus
          or for additional information;

(g)             prepare and file with the SEC, promptly upon the request of the
          Holders, any amendments or supplements to the registration statement
          or prospectus that, in the opinion of counsel for the Holders (and
          concurred in by counsel for the Company), is required under the 1933
          Act or the rules and regulations thereunder in connection with the
          distribution of the Registrable Securities by the Holders;

(h)             prepare and promptly file with the SEC, and promptly notify the
          Holders of the filing of, any amendment or supplement to the
          registration

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          statement or prospectus as may be necessary to correct any statements
          or omissions if, at the time when a prospectus relating to such
          securities is required to be delivered under the 1933 Act, any event
          has occurred as the result of which any such prospectus or any other
          prospectus as then in effect would include an untrue statement of a
          material fact or omit to state any material fact necessary to make the
          statements therein, in the light of the circumstances in which they
          were made, not misleading;

(i)            advise the Holders, promptly after the Company receives notice or
          obtains knowledge thereof, of the issuance of any stop order by the
          SEC suspending the effectiveness of such registration statement or the
          initiation or threatening of any proceeding for that purpose and
          promptly use its best efforts to prevent the issuance of any stop
          order or to obtain its withdrawal if such a stop order is issued;

(j)            at least three days prior to the filing of any amendment or
          supplement to the registration statement or prospectus, furnish copies
          thereof to the Holders and refrain from filing any amendment or
          supplement to which the Holders have reasonably objected on the
          grounds that the amendment or supplement does not comply in all
          material respects with the requirements of the 1933 Act or the rules
          and regulations thereunder, unless in the opinion of counsel for the
          Company the filing of the amendment or supplement is reasonably
          necessary to protect the Company from any liabilities under any
          applicable federal or state law and the filing will not violate
          applicable law;

(k)            at the request of the Holders, furnish on the date or dates
          provided for in the underwriting agreement: (i) an opinion of counsel
          for the Company addressed to the underwriters, if any, opining as to
          such matters as may be reasonably agreed to by such underwriters and
          the Company; and (ii) a letter or letters from the independent
          certified public accountants of the Company, addressed to the
          underwriters, if any, covering such matters as such underwriters
          request, in which letters such accountants shall state (without
          limiting the generality of the foregoing) that they are independent
          certified public accountants within the meaning of the 1933 Act and
          that in their opinion the financial statements and other financial
          data of the Company included in the registration statement or any
          amendment or supplement thereto comply in all material respects with
          the applicable accounting requirements of the 1933 Act;

(l)            during such times as Common Shares are listed on an exchange or
          quoted on a quotation service, cause all Registrable Securities
          registered pursuant hereto to be listed or quoted on the same exchange
          or quotation service; and

(m)            provide a transfer agent and registrar for all Registrable
          Securities registered pursuant hereto and a CUSIP number for all such
          Registrable Securities, in each case not later than the effective date
          of the registration of those securities.

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7.             Expenses. The Company shall bear the reasonable fees, costs and
          expenses of any registrations requested pursuant to Sections 1 or 3
          hereof, and the inclusion of Registrable Securities in any
          registration statement pursuant to Section 2 hereof, including but not
          limited to the following fees, costs and expenses: all registration,
          filing, and stock exchange fees, printing expenses, fees and
          disbursements of counsel and accountants for the Company, fees and
          disbursements of other persons retained by the Company, all legal fees
          and disbursements and other expenses of complying with state
          securities or blue sky laws of any jurisdictions in which the
          securities to be offered are to be registered or qualified, and the
          reasonable fees and disbursements of one counsel for all Holders
          participating in such registration. The Holders participating in the
          registration are responsible for, and shall pay or otherwise bear,
          their pro rata share of underwriting discounts and commissions with
          respect to the Registrable Securities being sold by them.

8.             Indemnification.

(a)                 By the Company. The Company shall indemnify and hold
          harmless each Holder of Registrable Securities that are included in a
          registration statement pursuant to this Agreement and any underwriter
          (as defined in the 1933 Act) for such a Holder and each person, if
          any, who controls such a Holder or such an underwriter within the
          meaning of the 1933 Act, from and against any and all loss, damage,
          liability or claims, to which such a Holder, underwriter or
          controlling person becomes subject under the 1933 Act or otherwise,
          and, subject to the provisions of Section 8c hereof, shall reimburse
          them, from time to time upon request, for any legal or other costs or
          expenses reasonably incurred by them in connection with investigating
          any claims or defending any actions (as provided in Section 8(c)
          hereof), insofar as such losses, damages, liabilities, claims, costs
          or expenses are (i) caused by any untrue statement or alleged untrue
          statement of any material fact contained in the registration
          statement, any prospectus contained therein or any amendment or
          supplement thereto, (ii) arise out of or are based upon the omission
          or alleged omission to state therein a material fact required to be
          stated therein or necessary to make the statements therein, in light
          of the circumstances in which they were made, not misleading, or (iii)
          arise out of any violation or alleged violation by the Company of the
          1933 Act, the Securities Exchange Act of 1934 (the "1934 Act"), any
          state securities laws or any rule or regulation promulgated under any
          of the foregoing; provided, however, that the Company will not be
          liable in any such case to the extent that any such loss, damage,
          liability, claim, cost or expense arises out of or is based upon (i)
          an untrue statement or alleged untrue statement or an omission or
          alleged omission (other than a statement or omission about the
          Company) made in conformity with information furnished by the Holders
          or any underwriter for a Holder in writing specifically for use in the
          preparation of a registration statement, (ii) the failure of the
          Holder or any underwriter for a Holder to deliver a copy of the
          registration statement, prospectus or any amendments or supplements
          thereto or (iii) an untrue statement or alleged untrue statement or an
          omission or alleged omission in the registration statement, prospectus
          or any amendment or supplement thereto, if the untrue statement or
          alleged untrue statement, omission or alleged omission is

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          corrected so as to comply with all applicable securities laws in an
          amendment or supplement to the applicable document and the person
          seeking indemnification, having previously been furnished with copies
          of the applicable document as so amended or supplemented, thereafter
          fails to deliver the amended or supplemented document as required by
          the 1933 Act.

(b)            By Holders of Registrable Securities. Each Holder of Registrable
          Securities that are included in a registration pursuant to this
          Agreement shall indemnify and hold harmless the Company, each other
          Holder, any underwriter and each person, if any, who controls the
          Company, another Holder or an underwriter, from and against any and
          all loss, damage, liability or claim to which the Company, another
          Holder, an underwriter or any controlling person becomes subject under
          the 1933 Act or otherwise and, subject to the provisions of Section
          8(c) hereof, shall reimburse them, from time to time upon request, for
          any legal or other costs or expenses reasonably incurred by them in
          connection with investigating any claims or defending any actions (as
          provided in Section 8(c) hereof), insofar as such losses, damages,
          liabilities, costs, or expenses are caused by any untrue or alleged
          untrue statement of any material fact contained in the registration
          statement, any prospectus contained therein, or any amendment or
          supplement thereto, or arise out of or are based upon the omission or
          the alleged omission to state therein a material fact required to be
          stated therein or necessary to make the statements therein, in light
          of the circumstances in which they were made, not misleading, in each
          case to the extent, but only to the extent, that the untrue statement
          or alleged untrue statement or omission or alleged omission was so
          made in reliance upon and in strict conformity with written
          information furnished by the Holder or any underwriter for such Holder
          specifically for use in the preparation of the registration statement.
          Notwithstanding the foregoing, no indemnification obligation of any
          Holder will exceed the aggregate sales price, net of underwriting
          discounts and commissions, of all Registrable Securities sold by the
          Holder pursuant to the registration statement to which the
          indemnification relates and the indemnity agreement contained in this
          Section 8(b) does not apply to amounts paid in settlement of any such
          loss, claim, damage, liability or action if the settlement is effected
          without the consent of the Holder (which consent shall not be
          unreasonably withheld).

(c)            Notice. Within 10 business days after receipt by an indemnified
          party pursuant to the provisions of paragraph (a) or (b) of this
          Section 8 of notice of the commencement of any action involving the
          subject matter of the foregoing indemnity provision, the indemnified
          party shall, if a claim of indemnity is to be made against the
          indemnifying party pursuant to the provisions of paragraph (a) or (b),
          notify the indemnifying party in writing of the commencement thereof;
          but the omission to so notify the indemnifying party will not relieve
          it from any liability that it may have to any indemnified party except
          to the extent that the failure to give notice is prejudicial to the
          indemnifying party's ability to defend against the action. In case an
          action is brought against any indemnified party and it notifies the
          indemnifying party of the commencement thereof, the indemnifying party
          will have the right to participate in, and, to the extent that it may
          wish,

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          jointly with any other indemnifying party similarly notified, to
          assume the defense thereof, with counsel satisfactory to such
          indemnified party; provided, however, that if the defendants in any
          action include both the indemnified party and the indemnifying party
          and there is a conflict of interest that would prevent counsel for the
          indemnifying party from also representing the indemnified party, the
          indemnified party or parties will have the right to select separate
          counsel to participate in the defense of such action on behalf of such
          indemnified party or parties; provided that the indemnifying party's
          obligation under Sections 8(a) and 8(b) to reimburse any such
          indemnified party or parties for legal costs and expenses is limited
          to the legal costs and expenses of one such separate counsel. After
          notice from the indemnifying party to the indemnified party of its
          election so to assume the defense thereof, the indemnifying party will
          not be liable to the indemnified party pursuant to the provisions of
          paragraph (a) or (b) for any legal or other expense subsequently
          incurred by the indemnified party in connection with the defense
          thereof other than reasonable costs of investigation, unless (i) the
          indemnified party has employed counsel in accordance with the first
          proviso of the preceding sentence, (ii) the indemnifying party has not
          employed counsel satisfactory to the indemnified party to represent
          the indemnified party within a reasonable time after the notice of the
          commencement of the action or (iii) the indemnifying party has
          authorized the employment of counsel for the indemnified party at the
          expense of the indemnifying party.

(d)            Contribution. If for any reason the indemnification provided for
          in paragraphs (a) and (b) is unavailable to an indemnified party or
          insufficient to hold it harmless as contemplated by such paragraphs,
          then the indemnifying party shall contribute to the amount paid or
          payable by the indemnified party as a result of such loss, claim,
          damage or liability in such proportion as is appropriate to reflect
          not only the relative benefits received by the indemnified party and
          the indemnifying party, but also the relative fault of the indemnified
          party and the indemnifying party, as well as any other relevant
          equitable considerations; provided, however, that, in any such case,
          (i) no Holder of Registrable Securities will be required to contribute
          any amount in excess of the aggregate sales price, net of underwriting
          discounts and commissions, of all such Registrable Securities sold by
          that Holder pursuant to the registration statement (less any
          indemnification paid by that party in connection with the same
          matter), and (ii) no Holder of Registrable Securities guilty of a
          fraudulent misrepresentation (within the meaning of Section 11(f) of
          the 1933 Act) will be entitled to contribution from any Holder of
          Registrable Securities who was not guilty of such fraudulent
          misrepresentation.

          Within 10 business days after receipt by a Holder of Registrable
Securities of notice of the commencement of any action, suit or proceeding in
connection with a public offering of Registrable Securities, the Holder will, if
a claim for contribution in respect thereof is able to be made against another
party, notify the contributing party of the commencement thereof. The omission
so to notify the contributing party will not relieve it from any liability that
it may have except to the extent that failure to provide notice is prejudicial
to the contributing party. In case any such action, suit or proceeding is
brought against any party, and the party

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notifies a contributing party of the commencement thereof, the contributing
party will be entitled to participate therein with the notifying party and any
other contributing party similarly notified.

9.             Transfer of Registration Rights. The registration rights and
     related obligations provided herein may be assigned by any Holder to (i)
     any immediate family member of the Holder, (ii) any trust for the benefit
     of the Holder or his or her immediate family members, (iii) another Holder
     or (iv) any person that acquires Registrable Securities from the Holder
     representing at least 5% of the Registrable Securities outstanding
     immediately after the Company's IPO, adjusted for stock splits, dividends
     or combinations. The term "Holder" includes the original Holder and any
     person that acquires Registrable Securities from the Holder or any other
     Holder; provided, however, that (a) the Company shall be given written
     notice by the transferor thereof at the time of the transfer stating the
     name and address of the transferee and identifying the securities with
     regard to which such rights are being transferred, (b) the transferee shall
     agree in writing to assume the obligations of the transferor hereunder and
     (c) the registration rights and related obligations may not be transferred
     with any Registrable Securities sold in a registered offering.

10.            Holders to Provide Information. If the Holders request a
     registration of Registrable Securities, the Holders shall provide all such
     information and materials and shall take all such actions as may reasonably
     be required to permit the Company to comply with all applicable
     requirements of the SEC and to obtain any desired acceleration of the
     effective date of the registration statement. Specifically, the Company may
     require the Holders to furnish the Company with such information regarding
     the Holders and the distribution of its securities as the Company may from
     time to time reasonably request in writing and as is required by law or the
     SEC.

11.            Rule 144 Reporting. With a view to making available the benefits
     of certain rules and regulations of the SEC that may permit the sale of the
     Registrable Securities to the public without registration, the Company
     agrees to:

(a)                 Make and keep public information available, as those terms
          are understood and defined in Rule 144 under the 1933 Act, at all
          times from and after 270 days following the effective date of the
          Company's IPO;

(b)                 Use its best efforts to file with the SEC in a timely manner
          all reports and other documents required of the Company under the 1933
          Act and the Securities Exchange Act of 1934 (the "1934 Act"); and

(c)                 So long as a Holder owns any Registrable Securities, furnish
          to the Holder promptly upon request a written statement by the Company
          as to its compliance with the reporting requirements of the 1933 Act
          and the 1934 Act, a copy of the most recent annual or quarterly report
          of the Company, and such other reports and documents so filed as a
          Holder may reasonably request in availing itself of any rule or
          regulation of the SEC allowing a Holder to sell any Registrable
          Securities without registration.

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12.       Granting of Registration Rights. The Company shall not, without the
          -------------------------------
     prior written consent of Holders representing at least 55% of the
     Registrable Securities then held by all the Holders, grant to any person
     registration rights of any kind or nature with respect to Registrable
     Securities or other capital shares of the Company if those rights would
     have priority over the rights granted to the Holders pursuant to this
     Agreement, whether in terms of the number of shares that Holders may
     include in any registration, the timing of any registration of shares, the
     rights of Holders to demand registration of shares held by them at the time
     requested by them, or in any other material respect.

13.       Underwritten Registrations.
          --------------------------

(a)            The lead underwriter for any registration of Registrable
          Securities effected under Sections 1 or 3 hereof shall be selected by
                                    ----------    -
          the Holders initiating the registration with the approval of the
          Company, which approval shall not be unreasonably withheld.

(b)            No Holder may participate in any underwritten registration
          hereunder unless it (i) agrees to sell its Registrable Securities on
          the basis provided in any underwriting arrangements approved by the
          persons entitled hereunder to approve such arrangements and (ii)
          completes and executes all questionnaires, powers of attorney,
          indemnities, underwriting agreements and other documents required
          under the terms of any applicable underwriting arrangements.

14.       Termination. Sections 1, 2, and 3 of this Agreement will terminate (i)
          -----------  ----------  -      -
     with respect to any Registrable Securities when they have been distributed
     to the public pursuant to an offering registered under the 1933 Act or sold
     to the public pursuant to the provisions of Rule 144 under the 1933 Act (or
     any similar rule then in force) ("Rule 144") and (ii) with respect to any
     Holder, at such time as all Registrable Securities held by that Holder may
     be sold under Rule 144 during any 90-day period without being subject to
     the volume limitations contained therein.

15.       Miscellaneous.
          -------------

(a)            Waivers and Amendments. This Agreement may be amended or modified
               ----------------------
          in whole or in part only by a writing that makes reference to this
          Agreement executed by the Company and Holders representing at least
          55% of the Registrable Securities then held by all the Holders. The
          obligations of any party hereunder may be waived (either generally or
          in a particular instance and either retroactively or prospectively)
          only with the written consent of the party claimed to have given the
          waiver; provided, however, that any waiver by any party of any
                  --------  -------
          violation of, breach of, or default under any provision of this
          Agreement or any other agreement provided for herein shall not be
          construed as, or constitute, a continuing waiver of such provision, or
          waiver of any other violation of, breach of or default under any other
          provision of this Agreement or any other agreement provided for
          herein.

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(b)            Entire Agreement. With respect to the subject matter hereof, this
               ----------------
          Agreement sets forth the entire understanding of the parties hereto
          and supersedes all prior contracts, agreements, arrangements,
          communications, discussions, representations and warranties among the
          parties, whether oral or written.

(c)            Governing Law. This Agreement is in all respects to be governed
               -------------
          by and construed in accordance with the internal substantive laws of
          the State of Ohio without giving effect to the principles of conflicts
          of law thereof.

(d)            Notices. Any notice, request or other communication required or
               -------
          permitted hereunder must be in writing and be deemed to have been duly
          given (i) when personally delivered or sent by facsimile transmission
          (upon confirmation of receipt) or (ii) five business days after being
          sent by registered or certified mail, return receipt requested,
          postage prepaid, or one business day after being sent by reputable
          overnight courier, to the parties at their respective addresses set
          forth below.

         If to the Company:                 MTC Technologies, Inc.
                                            4032 Linden Avenue
                                            Dayton, Ohio  45432
                                            Attention:  David S. Gutridge
                                            Facsimile:  (937) 222-4329

         with a copy to:                    Jones, Day, Reavis & Pogue
                                            North Point
                                            901 Lakeside Avenue
                                            Cleveland, Ohio 44114
                                            Attention:  Christoper M. Kelly
                                            Facsimile:  (216) 579-0212

         If to Rajesh K. Soin:              c/o Soin International LLC
                                            33 West First Street
                                            Dayton, Ohio  45402

         with a copy to:                    [___________]



         If to any other Holders:           To their respective addresses
                                            on the Company's records.

Any party by written notice to the others may change the address or the persons
to whom notices or copies thereof will be directed.

(e)            Counterparts. This Agreement may be executed in any number of
               ------------
          counterparts, each of which will be deemed to be an original, and all
          of which together will constitute one and the same instrument.

                                       11

<PAGE>

(f)            Successors and Assigns. This Agreement is binding upon and inures
               ----------------------
          to the benefit of the parties hereto and their respective successors
          and permitted assigns, except that the Company may not assign or
          transfer its rights hereunder without the prior written consent of the
          Holders. Each of the Holders is entitled to assign all of its rights,
          benefits and obligations hereunder as provided in Section 9 hereof.
                                                            ---------
          Except as expressly permitted by Section 9 hereof, no Holder may
                                           ---------
          assign any or all of its rights or delegate any or all of its duties
          under this Agreement to any person without the prior written consent
          of the Company.

(g)            Third Parties. Nothing expressed or implied in this Agreement is
               -------------
          intended, or shall be construed, to confer upon or give any person or
          entity other than the parties hereto any rights or remedies under or
          by reason of this Agreement.

(h)            Definition of Registrable Securities. For the purposes of this
               ------------------------------------
          Agreement, the term "Registrable Securities" means the shares of
          Common Stock of the Company, par value $0.001 per share (the "Common
          Shares"), held by a Holder.

(i)            Action of the Holders. Wherever this Agreement requires or
               ---------------------
          otherwise provides for the approval, consent or action of the Holders,
          unless a greater or lesser percentage is specified, the written
          consent of the Holders representing at least 55% of all the
          Registrable Securities then held by the Holders shall constitute the
          approval, consent or action of the Holders.

               THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

                                    12

<PAGE>


     IN WITNESS WHEREOF, the undersigned have executed, or have caused their
duly authorized representatives to execute, this Registration Rights Agreement
as the date first above written.

                                 MTC TECHNOLOGIES, INC.

                                 By: /s/ David Gutridge
                                    -------------------------------------------
                                 Name:   David Gutridge
                                 Title:  Chief Financial Officer


                                 /s/ Rajesh K. Soin
                                 ----------------------------------------------
                                 Rajesh K. Soin




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