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                                                                    Exhibit 10.3


                             MTC TECHNOLOGIES, INC.

                   2002 Equity and Performance Incentive Plan

1.       Purpose. The purpose of the 2002 Equity and Performance Incentive Plan
     is to attract and retain directors, consultants, officers and other key
     employees of MTC Technologies, Inc., a Delaware corporation and its
     Subsidiaries and to provide to such persons incentives and rewards for
     superior performance.

2.       Definitions.  As used in this Plan,

     (a)       "Board" means the Board of Directors of the Company and, to the
         extent of any delegation by the Board to a committee (or subcommittee
         thereof) pursuant to Section 13 of this Plan, such committee (or
         subcommittee).

     (b)       "Business Combination" will have the meaning provided in Section
         9 of this Plan.

     (c)       "Change in Control" will have the meaning provided in Section 9
         of this Plan.

     (d)       "Code" means the Internal Revenue Code of 1986, as amended from
         time to time.

     (e)       "Common Shares" means the shares of common stock, par value $.001
         per share, of the Company or any security into which such Common Shares
         may be changed by reason of any transaction or event of the type
         referred to in Section 8 of this Plan.

     (f)       "Company" means MTC Technologies, Inc., a Delaware corporation.

     (g)       "Date of Grant" means the date specified by the Board on which a
         grant of Option Rights or a grant or sale of Restricted Shares will
         become effective (which date will not be earlier than the date on which
         the Board takes action with respect thereto).

     (h)       "Director" means a member of the Board of Directors of the
         Company.

     (i)       "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations thereunder, as such law, rules
         and regulations may be amended from time to time.

     (j)       "Incentive Stock Options" means Option Rights that are intended
         to qualify as "incentive stock options" under Section 422 of the Code
         or any successor provision.

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     (k)       "Incumbent Board" will have the meaning provided in Section 9 of
         this Plan.

     (l)       "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, on the Date of Grant, or
         if there are no sales on such day, on the next preceding trading day
         during which a sale occurred, or (ii) if clause (i) does not apply, the
         fair market value of the Common Shares as determined by the Board.

     (m)      "Non-Employee Director" means a Director who is not an employee of
         the Company or any Subsidiary.

     (n)       "Optionee" means the optionee named in an agreement evidencing an
         outstanding Option Right.

     (o)       "Option Price" means the purchase price payable on exercise of an
         Option Right.

     (p)       "Option Right" means the right to purchase Common Shares upon
         exercise of an option granted pursuant to Section 4 or Section 6 of
         this Plan.

     (q)       "Outstanding Company Voting Securities" will have the meaning
         provided in Section 9 of this Plan.

     (r)       "Participant" means a person who is selected by the Board to
         receive benefits under this Plan and who is at the time a consultant,
         an officer, or other key employee of the Company or any one or more of
         its Subsidiaries, or who has agreed to commence serving in any of such
         capacities within 90 days of the Date of Grant, and will also include
         each Non- Employee Director who receives an award of Option Rights or
         Restricted Shares.

     (s)       "Person" will have the meaning provided in Section 9 of this
         Plan.

     (t)       "Plan" means this MTC Technologies, Inc. 2002 Equity and
         Performance Incentive Plan.

     (u)       "Restricted Shares" means Common Shares granted or sold pursuant
         to Section 5 or Section 6 of this Plan as to which neither the
         substantial risk of forfeiture nor the prohibition on transfers
         referred to in such Section 5 has expired.

     (v)       "Soin Group" will have the meaning provided in Section 9 of this
         Plan.

     (w)       "Subsidiary" means a corporation, company or other entity (i)
         more than 50 percent of whose outstanding shares or securities
         (representing the right to vote for the election of directors or other
         managing authority) are, or (ii) which does

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         not have outstanding shares or securities (as may be the case in a
         partnership, joint venture or unincorporated association), but more
         than 50 percent of whose ownership interest representing the right
         generally to make decisions for such other entity is, now or hereafter,
         owned or controlled, directly or indirectly, by the Company except that
         for purposes of determining whether any person may be a Participant for
         purposes of any grant of Incentive Stock Options, "Subsidiary" means
         any corporation in which at the time the Company owns or controls,
         directly or indirectly, more than 50 percent of the total combined
         voting power represented by all classes of stock issued by such
         corporation.

3.       Shares Available Under the Plan.

     (a)       Subject to adjustment as provided in Section 3(b) and Section 8
         of this Plan, the number of Common Shares that may be issued or
         transferred (i) upon the exercise of Option Rights, (ii) as Restricted
         Shares and released from substantial risks of forfeiture thereof, (iii)
         as awards to Non-Employee Directors or (iv) in payment of dividend
         equivalents paid with respect to awards made under the Plan will not
         exceed in the aggregate 474,599 Common Shares, plus any shares
         described in Section 3(b). Such shares may be shares of original
         issuance or treasury shares or a combination of the foregoing.

     (b)       The number of shares available in Section 3(a) above will be
         adjusted to account for shares relating to awards that expire, are
         forfeited or are transferred, surrendered or relinquished upon the
         payment of any Option Price by the transfer to the Company of Common
         Shares or upon satisfaction of any withholding amount. Upon payment in
         cash of the benefit provided by any award granted under this Plan, any
         shares that were covered by that award will again be available for
         issue or transfer hereunder.

     (c)       Notwithstanding anything in this Section 3, or elsewhere in this
         Plan, to the contrary and subject to adjustment as provided in Section
         8 of this Plan, (i) the aggregate number of Common Shares actually
         issued or transferred by the Company upon the exercise of Incentive
         Stock Options will not exceed 474,599 Common Shares; (ii) no
         Participant will be granted Option Rights in the aggregate, for more
         than 24,718 Common Shares during any calendar year; (iii) the number of
         shares issued as Restricted Shares will not in the aggregate exceed
         74,156 Common Shares; and (iv) no Non- Employee Director will be
         granted Option Rights and Restricted Shares, in the aggregate, for more
         than 24,718 Common Shares during any fiscal year of the Company.

4.       Option Rights.  The Board may, from time to time and upon such terms
     and conditions as it may determine, authorize the granting to Participants
     of options to purchase Common Shares. Each such grant may utilize any or
     all of the authorizations, and will be subject to all of the requirements
     contained in the following provisions:

     (a)       Each grant will specify the number of Common Shares to which it
         pertains subject to the limitations set forth in Section 3 of this
         plan.

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     (b)       Each grant will specify an Option Price per share, which may not
         be less than the Market Value per Share on the Date of Grant.

     (c)       Each grant will specify whether the Option Price will be payable
         (i) in cash or by check acceptable to the Company, (ii) by the actual
         or constructive transfer to the Company of Common Shares owned by the
         Optionee for at least 6 months having a value at the time of exercise
         equal to the total Option Price, or (iii) by a combination of such
         methods of payment.

     (d)       Any grant may provide for deferred payment of the Option Price
         from the proceeds of sale through a bank or broker on a date
         satisfactory to the Company of some or all of the shares to which such
         exercise relates.

     (e)       Successive grants may be made to the same Participant whether or
         not any Option Rights previously granted to such Participant remain
         unexercised.

     (f)       Each grant will specify the period or periods of continuous
         service by the Optionee with the Company or any Subsidiary that is
         necessary before the Option Rights or installments thereof will become
         exercisable and may provide for the earlier exercise of such Option
         Rights in the event of a Change in Control.

     (g)       Option Rights granted under this Plan may be (i) options,
         including, without limitation, Incentive Stock Options, that are
         intended to qualify under particular provisions of the Code, (ii)
         options that are not intended to so qualify, or (iii) combinations of
         the foregoing.

     (h)       The Board may, at or after the Date of Grant of any Option Rights
         (other than Incentive Stock Options), provide for the payment of
         dividend equivalents to the Optionee on either a current or deferred or
         contingent basis or may provide that such equivalents will be credited
         against the Option Price.

     (i)       No Option Right will be exercisable more than 10 years from the
         Date of Grant.

5.       Restricted Shares.  The Board may also authorize the grant or sale of
     Restricted Shares to Participants. Each such grant or sale may utilize any
     or all of the authorizations, and will be subject to all of the
     requirements, contained in the following provisions:

     (a)       Each such grant or sale will constitute an immediate transfer of
         the ownership of Common Shares to the Participant in consideration of
         the performance of services, entitling such Participant to voting,
         dividend and other ownership rights, but subject to the substantial
         risk of forfeiture and restrictions on transfer hereinafter referred
         to.

     (b)       Each such grant or sale may be made without additional
         consideration or in consideration of a payment by such Participant that
         is less than Market Value per Share at the Date of Grant.

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     (c)       Each such grant or sale will provide that the Restricted Shares
         covered by such grant or sale will be subject to a "substantial risk of
         forfeiture" within the meaning of Section 83 of the Code for a period
         of not less than one year to be determined by the Board at the Date of
         Grant and may provide for the earlier lapse of such substantial risk of
         forfeiture in the event of a Change in Control.

     (d)       Each such grant or sale will provide that during the period for
         which such substantial risk of forfeiture is to continue, the
         transferability of the Restricted Shares will be prohibited or
         restricted in the manner and to the extent prescribed by the Board at
         the Date of Grant (which restrictions may include, without limitation,
         rights of repurchase or first refusal in the Company or provisions
         subjecting the Restricted Shares to a continuing substantial risk of
         forfeiture in the hands of any transferee).

     (e)       Any such grant or sale of Restricted Shares may require that any
         or all dividends or other distributions paid thereon during the period
         of such restrictions be automatically deferred and reinvested in
         additional Restricted Shares, which may be subject to the same
         restrictions as the underlying award.

     (f)       Each grant or sale of Restricted Shares will be evidenced by an
         agreement executed on behalf of the Company by any officer and
         delivered to and accepted by the Participant and will contain such
         terms and provisions, consistent with this Plan, as the Board may
         approve. Unless otherwise directed by the Board, all certificates
         representing Restricted Shares will be held in custody by the Company
         until all restrictions thereon will have lapsed, together with a stock
         power or powers executed by the Participant in whose name such
         certificates are registered, endorsed in blank and covering such
         Shares.

6.       Awards to Non-Employee Directors. The Board may, from time to time and
     upon such terms and conditions as it may determine, authorize the granting
     to Non-Employee Directors of Option Rights and may also authorize the grant
     or sale of Restricted Shares to Non- Employee Directors.

     (a)       Each grant of Option Rights awarded pursuant to this Section 6
         will be upon terms and conditions consistent with Section 4 of this
         Plan and will be evidenced by an agreement in such form as will be
         approved by the Board. Each grant will specify an Option Price per
         share, which will not be less than the Market Value per Share on the
         Date of Grant. Each such Option Right granted under the Plan will
         expire not more than 10 years from the Date of Grant and will be
         subject to earlier termination as hereinafter provided. Unless
         otherwise determined by the Board, such Option Rights will be subject
         to the following additional terms and conditions:

         (i)   Each grant will specify the number of Common Shares to which it
               pertains subject to the limitations set forth in Section 3 of
               this plan.

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         (ii)  Each such Option Right will become exercisable to the extent of
               one-third of the number of shares covered thereby one year after
               the Date of Grant and to the extent of an additional one-third of
               such shares after each of the next two successive years
               thereafter. Such Option Rights will become exercisable in full
               immediately in the event of a Change in Control.

         (iii) In the event of the termination of service on the Board by the
               holder of any such Option Rights, other than by reason of
               disability or death, the then outstanding Option Rights of such
               holder may be exercised to the extent that they would be
               exercisable on the date of such termination and will expire six
               months and one day after such termination, or on their stated
               expiration date, whichever occurs first.

         (iv)  In the event of the death or disability of the holder of any such
               Option Rights, each of the then outstanding Option Rights of such
               holder may be exercised at any time within one year after such
               death or disability, but in no event after the expiration date of
               the term of such Option Rights.

         (v)   If a Non-Employee Director subsequently becomes an employee of
               the Company or a Subsidiary while remaining a member of the
               Board, any Option Rights held under the Plan by such individual
               at the time of such commencement of employment will not be
               affected thereby.

         (vi)  Option Rights may be exercised by a Non-Employee Director only
               upon payment to the Company in full of the Option Price of the
               Common Shares to be delivered. Such payment will be made in cash
               or in Common Shares then owned by the optionee for at least six
               months, or in a combination of cash and such Common Shares.

         (vii) Common Shares acquired upon the exercise of these Option Rights
               may not be transferred for one year except in the case of the
               Director's death, disability or other termination of service as a
               Director.

     (b)       Each grant or sale of Restricted Shares pursuant to this Section
         6 will be upon terms and conditions consistent with Section 5 of this
         Plan.

7.       Transferability.

     (a)       Except as otherwise determined by the Board, no Option Right will
         be transferable by a Participant other than by will or the laws of
         descent and distribution. Except as otherwise determined by the Board,
         Option Rights will be exercisable during the Optionee's lifetime only
         by him or her or by his or her guardian or legal representative.

     (b)       The Board may specify at the Date of Grant that part or all of
         the Common Shares that are (i) to be issued or transferred by the
         Company upon the exercise of Option Rights or (ii) no longer subject to
         the substantial risk of forfeiture and

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         restrictions on transfer referred to in Section 5 of this Plan, will be
         subject to further restrictions on transfer.

8.       Adjustments.  The Board may make or provide for such adjustments in the
     numbers of Common Shares covered by outstanding Option Rights granted
     hereunder, in the Option Price, and in the kind of shares covered thereby,
     as the Board, in its sole discretion, exercised in good faith, may
     determine is equitably required to prevent dilution or enlargement of the
     rights of Optionees 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, or (b) any merger,
     consolidation, spin-off, split- off, spin-out, split-up, reorganization,
     partial or complete liquidation or other distribution of assets, 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.
     Moreover, in the event of any such transaction or event, the Board, in its
     discretion, may provide in substitution for any or all outstanding awards
     under this Plan such alternative consideration as it, in good faith, may
     determine to be equitable in the circumstances and may require in
     connection therewith the surrender of all awards so replaced. The Board may
     also make or provide for such adjustments in the numbers of shares
     specified in Section 3 of this Plan as the Board in its sole discretion,
     exercised in good faith, may determine is appropriate to reflect any
     transaction or event described in this Section 8; provided, however, that
     any such adjustment to the number specified in Section 3(c)(i) will be made
     only if and to the extent that such adjustment would not cause any Option
     intended to qualify as an Incentive Stock Option to fail so to qualify.

9.       Change in Control.  For purposes of this Plan, a "Change in Control"
     will mean if at any time any of the following events will have occurred:

     (a)       The acquisition by any individual, entity or group (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
         "Person") of beneficial ownership (within the meaning of Rule 13d-3
         promulgated under the Exchange Act) of voting securities of the Company
         where such acquisition causes such Person to own 50% or more of the
         combined voting power of the then outstanding voting securities of the
         Company entitled to vote generally in the election of directors (the
         "Outstanding Company Voting Securities"); provided, however, that for
         purposes of this subsection (a), the following acquisitions shall not
         be deemed to result in a Change of Control: (i) any acquisition of
         Outstanding Company Voting Securities directly from the Company that is
         approved by the Incumbent Board, (ii) any acquisition of Outstanding
         Company Voting Securities by the Company, a Subsidiary of the Company
         or the Soin Group, or (iii) any acquisition by any employee benefit
         plan (or related trust) sponsored or maintained by the Company or any
         corporation controlled by the Company; or

     (b)       Individuals who, as of the date hereof, are members of the Board
         (the "Incumbent Board") cease for any reason to constitute at least a
         majority of the Board; provided, however, that any individual becoming
         a director subsequent to the date hereof whose election, or nomination
         for election by the Company's stockholders, was approved by a vote of
         at least a majority of the members of the

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         Board then comprising the Incumbent Board (either by a specific vote or
         by approval of the proxy statement of the Company in which such person
         is named as a nominee for director, without objection to such
         nomination) shall be considered as though such individual were a member
         of the Incumbent Board, but excluding, for this purpose, any such
         individual whose initial assumption of office occurs as a result of an
         actual or threatened election contest with respect to the election or
         removal of directors or other actual or threatened solicitation of
         proxies or consents by or on behalf of a Person other than the Board;
         or

     (c)       The consummation of a reorganization, merger or consolidation or
         sale or other disposition of all or substantially all of the assets of
         the Company or the acquisition of assets of another corporation, or
         other transaction ("Business Combination") excluding, however, a
         Business Combination (i) effected by the Soin Group or (ii) pursuant to
         which (A) the individuals and entities who were the beneficial owners
         of voting securities of the Company immediately prior to such Business
         Combination beneficially own, directly or indirectly, more than 50% of
         each of (x) the then outstanding shares of common stock and (y) the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, of the entity
         resulting from such Business Combination (including, without
         limitation, an entity that as a result of such transaction owns the
         Company or all or substantially all of the Company's assets either
         directly or through one or more subsidiaries), (B) no Person (excluding
         any employee benefit plan (or related trust) of the Company, the Soin
         Group, the Company or such entity resulting from such Business
         Combination) beneficially owns, directly or indirectly 50% or more of
         the combined voting power of the then outstanding securities entitled
         to vote generally in the election of directors of the entity resulting
         from such Business Combination and (C) at least a majority of the
         members of the board of directors of the corporation resulting from
         such Business Combination were members of the Incumbent Board at the
         time of the execution of the initial agreement, or of the action of the
         Board, providing for such Business Combination; or

     (d)       Approval by the stockholders of the Company of a complete
         liquidation or dissolution of the Company except pursuant to a Business
         Combination that meets each of the criteria described in clauses (A),
         (B) and (C) of subsection (c)(ii) above.

     (e)       For purposes of this Section 9, the "Soin Group" shall mean
         Rajesh K. Soin, and his spouse, his descendants and spouses of his
         descendants, trustees of trusts established for the benefit of such
         persons (acting in their capacity as trustees of such trusts), and
         executors of estates of such persons (acting in their capacity as
         executors of such estates), and each person or entity of which any of
         the foregoing owns (i) more than 50% of the voting stock or other
         voting interests and (ii) stock or other interests representing more
         than 50% of the total value of the stock or other interests of such
         person.

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10.      Fractional Shares.  The Company will not be required to issue any
     fractional Common Shares pursuant to this Plan. The Board may provide for
     the elimination of fractions or for the settlement of fractions in cash.

11.      Withholding Taxes.  To the extent that the Company or any Subsidiary is
     required to withhold federal, state, local or foreign taxes in connection
     with any payment made or benefit realized by a Participant or other person
     under this Plan, and the amounts available to the Company or such
     Subsidiary for such withholding are insufficient, it will be a condition to
     the receipt of such payment or the realization of such benefit that the
     Participant or such other person make arrangements satisfactory to the
     Company or the Subsidiary, as the case may be, for payment of the balance
     of such taxes required to be withheld, which arrangements (in the
     discretion of the Board) may include relinquishment of a portion of such
     benefit. The Company and/or a Subsidiary and a Participant or such other
     person may also make similar arrangements with respect to the payment of
     any taxes with respect to which withholding is not required.

12.      Foreign Employees.  In order to facilitate the making of any grant or
     combination of grants under this Plan, the Board may provide for such
     special terms for awards to Participants who are foreign nationals or who
     are employed by the Company or any Subsidiary outside of the United States
     of America as the Board may consider necessary or appropriate to
     accommodate differences in local law, tax policy or custom. Moreover, the
     Board may approve such supplements to or amendments, restatements or
     alternative versions of this Plan as it may consider necessary or
     appropriate for such purposes, without thereby affecting the terms of this
     Plan as in effect for any other purpose, and the Secretary or other
     appropriate officer of the Company may certify any such document as having
     been approved and adopted in the same manner as this Plan. No such special
     terms, supplements, amendments or restatements, however, will include any
     provisions that are inconsistent with the terms of this Plan as then in
     effect unless this Plan could have been amended to eliminate such
     inconsistency without further approval by the stockholders of the Company.

13.      Administration of the Plan.

     (a)       This Plan will be administered by the Board, which may from time
         to time delegate all or any part of its authority under this Plan to a
         committee of the Board (or subcommittee thereof) consisting of not less
         than two Non-Employee Directors appointed by the Board. A majority of
         the committee (or subcommittee) will constitute a quorum, and the
         action of the members of the committee (or subcommittee) present at any
         meeting at which a quorum is present, or acts unanimously approved in
         writing, will be the acts of the committee (or subcommittee). To the
         extent of any such delegation, references in this Plan to the Board
         will be deemed to be references to any such committee or subcommittee.

     (b)       The interpretation and construction by the Board of any provision
         of this Plan or of any agreement, notification or document evidencing
         the grant of Option Rights or Restricted Shares and any determination
         by the Board pursuant to any

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         provision of this Plan or of any such agreement, notification or
         document will be final and conclusive. No member of the Board will be
         liable for any such action or determination made in good faith.

14.      Amendments, Etc.

     (a)       The Board may at any time and from time to time amend the Plan in
         whole or in part; provided, however, that any amendment which must be
         approved by the stockholders of the Company in order to comply with
         applicable law or Nasdaq rules or, if the Common Shares are not traded
         on the Nasdaq National Market System, the principal national securities
         exchange upon which the Common Shares are traded or quoted, will not be
         effective unless and until such approval has been obtained.
         Presentation of this Plan or any amendment hereof for stockholder
         approval will not be construed to limit the Company's authority to
         offer similar or dissimilar benefits under other plans without
         stockholder approval.

     (b)       The Board also may permit Participants to elect to defer the
         issuance of Common Shares or the settlement of awards in cash under the
         Plan pursuant to such rules, procedures or programs as it may establish
         for purposes of this Plan. The Board also may provide that deferred
         issuances and settlements include the payment or crediting of dividend
         equivalents or interest on the deferral amounts.

     (c)       The Board may condition the grant of any award or combination of
         awards authorized under this Plan on the surrender or deferral by the
         Participant of his or her right to receive a cash bonus or other
         compensation otherwise payable by the Company or a Subsidiary to the
         Participant.

     (d)       In case of termination of employment by reason of death,
         disability or normal or early retirement, or in the case of hardship or
         other special circumstances, of a Participant who holds an Option Right
         not immediately exercisable in full, or any Restricted Shares as to
         which the substantial risk of forfeiture or the prohibition or
         restriction on transfer has not lapsed, or who holds Common Shares
         subject to any transfer restriction imposed pursuant to Section 7(b) of
         this Plan, the Board may, in its sole discretion, accelerate the time
         at which such Option Right may be exercised or the time at which such
         substantial risk of forfeiture or prohibition or restriction on
         transfer will lapse or the time when such transfer restriction will
         terminate or may waive any other limitation or requirement under any
         such award.

     (e)       This Plan will not confer upon any Participant any right with
         respect to continuance of employment or other service with the Company
         or any Subsidiary, nor will it interfere in any way with any right the
         Company or any Subsidiary would otherwise have to terminate such
         Participant's employment or other service at any time.

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     (f)       To the extent that any provision of this Plan would prevent any
         Option Right that was intended to qualify as an Incentive Stock Option
         from qualifying as such, that provision will be null and void with
         respect to such Option Right. Such provision, however, will remain in
         effect for other Option Rights and there will be no further effect on
         any provision of this Plan.

15.      Termination. No grant will be made under this Plan more than 10 years
     after the date on which this Plan is first approved by the stockholders of
     the Company, but all grants made on or prior to such date will continue in
     effect thereafter subject to the terms thereof and of this Plan.

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