0001193125-05-048026 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 11th, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Ohio

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of the 12th day of July, 2004 by and among MTC TECHNOLOGIES, INC., a Delaware corporation (“MTCT”), MTC TECHNOLOGIES, INC., an Ohio corporation (together with MTCT, collectively, “Borrowers” and, individually, each a “Borrower”); the financial institutions listed on Schedule 1 to the Credit Agreement (collectively, the “Banks” and, individually, each a “Bank”); and NATIONAL CITY BANK, as lead arranger and administrative agent for the Banks (“Agent”) under the following circumstances:

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MTC TECHNOLOGIES, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 11th, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of , (the “Date of Grant”), by and between MTC Technologies, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).

MTC TECHNOLOGIES, INC. DIRECTOR RESTRICTED SHARE UNITS AGREEMENT
Director Restricted Share Units Agreement • March 11th, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Ohio

This Agreement (the “Agreement”) is made on this day of , (the “Date of Grant”) by and between MTC Technologies, Inc., a Delaware corporation (the “Company”) and (the “Grantee”).

MTC TECHNOLOGIES, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 11th, 2005 • MTC Technologies Inc • Services-computer integrated systems design • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is entered into by and between MTC Technologies, Inc., a Delaware corporation (the “Company”), and (the “Optionee”) on , .

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