1172243--3/13/2006--MTC_TECHNOLOGIES

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{competitive, industry, competition}

{regulation, government, change}

{customer, product, revenue}

{stock, price, share}

{stock, price, operating}

{cost, operation, labor}

{system, service, information}

{personnel, key, retain}

{acquisition, growth, future}

{cost, contract, operation}

{provision, law, control}

{debt, indebtedness, cash}

{product, market, service}

{investment, property, distribution}

{operation, international, foreign}

RISKS RELATED TO OUR BUSINESS We are dependent on contracts with the U.S. federal government for substantially all of our revenue. Our FAST contract is likely to affect our operating results. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES We face competition, including under the FAST contract, from other firms, some of which have substantially greater resources, industry presence and name recognition. Our revenue will be adversely affected if we are unable to retain work previously performed under the ASC/BPA when it expires in August 2006. If our subcontractors fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES Each of our contract types, to differing degrees, involves the risk that we could underestimate our costs, and accordingly, a change in our contract mix could increase our risk of incurring losses. Our quarterly operating results may vary widely. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES Our management team is important to our customer relationships. Failure to maintain strong relationships with other contractors or subcontractors could result in a decline in our revenue. We must recruit and retain skilled employees to succeed in our labor-intensive business. If we fail to manage our growth, including the expansion of our lead systems integrator activities under the FAST contract, our revenue and earnings could be adversely impacted. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES Covenants in our credit facility may restrict our financial and operating flexibility. We may have difficulty identifying and completing acquisitions on favorable terms and, therefore may grow at slower than anticipated rates. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES We may have difficulty integrating the operations of any companies that we acquire, which may adversely affect our results of operations. RISKS RELATED TO GOVERNMENT CONTRACTING Federal government spending priorities may change in a manner adverse to our business. Our federal government contracts may be terminated by the government at any time, and if we do not replace them, our operating results may be adversely affected. Federal government contracts contain other provisions that may be unfavorable to contractors. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES We must comply with complex procurement laws and regulations. Our contracts are subject to audits and cost adjustments by the federal government. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES Restrictions on or other changes to the federal government s use of service contracts may harm our operating results. Our participation in the competitive bidding process, from which we derive significant revenue, presents a number of risks. We may not receive the full amount authorized under contracts that we have entered into and may not accurately estimate our backlog and GSA schedule contract value. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES Security breaches in classified government systems could adversely affect our business. Our business is dependent upon obtaining and maintaining required security clearances. Our employees may engage in misconduct or other improper activities. International sales may pose greater risks than domestic business. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES RISKS RELATED TO OUR COMMON STOCK Our stock price may be extremely volatile, and you may not be able to resell your shares at or above your acquisition price. Mr. Soin, who is our founder and Chairman of our board of directors, has a significant ownership interest in our company. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES We have contracts with entities that are owned or controlled by, or otherwise affiliated with, Mr. Soin. A substantial number of shares of our common stock are eligible for sale by Mr. Soin, which could affect the market price of our common stock. Provisions in our charter documents could make a merger, tender offer or proxy contest difficult. MTC TECHNOLOGIES, INC. AND SUBSIDIARIES

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1172243--3/13/2006--MTC_TECHNOLOGIES_INC