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                                                                    Exhibit 10.1


                                                                October 16, 2001


                            DEALER MANAGER AGREEMENT

William Blair & Company, L.L.C.
222 West Adams Street
Chicago, Illinois 60606

Dear Sirs:

      MCSi, Inc., a Maryland corporation ("PARENT"), proposes to make an offer
to exchange shares of common stock, without par value (the "PARENT SHARES"), of
Parent for all of the outstanding shares of common stock, without par value (the
"SHARES"), that it does not own of Zengine, Inc., a Delaware corporation (the
"COMPANY"). Such exchange offer, as it may be amended or supplemented from time
to time, including any extension thereof, is hereinafter referred to as the
"EXCHANGE OFFER."

      As soon as practicable on the date of commencement of the Exchange Offer,
Parent shall have filed with the Securities and Exchange Commission (the
"COMMISSION") a Registration Statement on Form S-4 (the "OFFER REGISTRATION
STATEMENT") to register the Parent Shares to be issued pursuant to the Exchange
Offer and the subsequent merger of the Company with and into Parent. The Offer
Registration Statement will include a preliminary prospectus (the "PRELIMINARY
PROSPECTUS") containing the information required under Rule 14d-4(b) promulgated
under the Securities Exchange Act of 1934 (as amended, and including the rules
and regulations thereunder, the "1934 ACT"). As soon as practicable on the date
of commencement of the Exchange Offer, Parent shall have filed with the
Commission a Tender Offer Statement on Schedule TO (as amended from time to
time, including the several exhibits thereto that will be identified therein,
the "SCHEDULE") with respect to the Exchange Offer, which will contain or
incorporate by reference all or part of the Preliminary Prospectus and the form
of the related Letter of Transmittal (the "LT"). The Schedule, the LT, the Offer
Registration Statement, the Preliminary Prospectus, all statements and other
documents filed or to be filed by or on behalf of the Company or Parent with any
federal or state regulatory authority relating to the Exchange Offer (including
without limitation the prospectus filed as part of the Offer Registration
Statement at the time of its effectiveness) and all other documents (including
press releases, advertisements and other communications, whether created or
released prior to or after the execution of this Agreement) as Parent or the
Company authorizes for use in connection with the solicitation of exchanges of
the Shares, as amended or supplemented from time to time, are each hereinafter
referred to as an "EXCHANGE OFFER DOCUMENT" and are collectively referred to as
the "EXCHANGE OFFER DOCUMENTS." The making of the Exchange Offer, the exchange
for the Shares pursuant thereto and all acts and transactions related or
incidental thereto or contemplated by the Preliminary Prospectus, including the
execution and delivery of this Agreement and the performance of the respective
parties' obligations hereunder, are hereinafter referred to collectively as the
"EXCHANGE OFFER TRANSACTIONS."

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      Parent and the Company have entered into an Agreement and Plan of
Reorganization (the "REORGANIZATION AGREEMENT"), dated as of October 4, 2001,
providing, among other things, for the making of the Exchange Offer and for a
subsequent merger of the Company with and into Parent (the "MERGER"), pursuant
to which each outstanding Share (other than Shares owned by Parent or any of its
subsidiaries, Shares held in the Company's treasury, and Shares held by
stockholders who perfect dissenters' rights under Delaware law) will be
converted into the right to receive a number of duly authorized, validly issued,
fully paid and non-assessable Parent Shares equal to the Exchange Ratio, as
defined in the Reorganization Agreement. All agreements (including, but not
limited to, the Reorganization Agreement) relating to the Merger and all other
statements and other documents to be filed with any federal or state regulatory
authority relating to the Merger and such other documents as the Company or
Parent authorizes for use in connection with the Merger are each hereinafter
referred to as a "MERGER DOCUMENT" and are collectively referred to as the
"MERGER DOCUMENTS." The Merger Documents, together with the Exchange Offer
Documents, are hereinafter collectively referred to as the "ACQUISITION
DOCUMENTS." The Exchange Offer Transactions and the Merger are hereinafter
collectively referred to as the "ACQUISITION."

1.    Appointment, Fees and Expenses.

      A.    You are hereby appointed to act as sole Dealer Manager (you being
            sometimes hereinafter referred to in that capacity as "DEALER
            MANAGER") with respect to the Exchange Offer.  You agree that
            after you are advised by Parent of the commencement of the
            Exchange Offer, you will use reasonable efforts as Dealer Manager
            to solicit exchanges of Shares pursuant to the Exchange Offer and
            to communicate with brokers, dealers, commercial banks and trust
            companies (each a "DEALER") with respect to the Exchange Offer in
            accordance with your customary practice.  You and Parent agree
            that in communicating with Dealers or soliciting or obtaining
            exchanges, you shall not be deemed to be acting as the agent of
            Parent or any of its affiliates and neither Parent nor any of its
            affiliates shall be deemed to be acting as your agent.  In
            soliciting or obtaining exchanges, you shall not be deemed for
            any purpose to act as a partner or joint venturer or a member of
            a syndicate or group with Parent or any of its affiliates in
            connection with the Exchange Offer, any exchange for the Shares
            or otherwise.  No Dealer is to be deemed to be acting as your
            agent or as the agent of Parent, and you are not to be deemed the
            agent of any Dealer.  The Parent shall have sole authority for
            the acceptance or rejection of any and all exchanges.

      B.    As compensation for your services as Dealer Manager, Parent
            agrees to pay you as Dealer Manager a fee equal to $0.05 per
            Share tendered, not withdrawn and accepted pursuant to the
            Exchange Offer.  The obligation of Parent to pay you the fees set
            forth in this Agreement shall be in addition to, and not by way
            of limitation of, any fees payable to you pursuant to the letter
            agreement dated September 11, 2001 (the "ENGAGEMENT LETTER")
            between Parent and you relating to the Acquisition.

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      C.    Without limiting the provisions of the Engagement Letter
            regarding the reimbursement of expenses, Parent agrees to pay or
            reimburse you as Dealer Manager and your affiliates and Dealers
            and other nominees for all expenses incurred by any of them in
            respect of (i) all expenses incurred in connection with the
            preparation, printing, filing, mailing and publishing of all
            documents pertaining to the Exchange Offer, including all
            Exchange Offer Documents, (ii) all fees and expenses of the
            Exchange Agent and the Information Agent referred to in the
            Preliminary Prospectus paid by you, (iii) all advertising charges
            in connection with the Exchange Offer and (iv) all other
            reasonable and documented out-of-pocket expenses incurred by you
            in connection with the Exchange Offer or your services as Dealer
            Manager hereunder (including all reasonable and documented fees
            and disbursements of counsel to be retained by you) (unless in
            any such case such expenses have been charged to Parent in
            accordance with the Engagement Letter).  All payments to be made
            by Parent pursuant to this paragraph C shall be made promptly
            after receipt of an invoice from you.

      D.    Parent shall be liable for (i) the expenses set forth in Section
            1.C. and for (ii) its indemnity obligations to you and the other
            persons indemnified under Section 6 hereof, whether or not the
            Exchange Offer is commenced or Parent or any of its affiliates
            acquires any Shares pursuant to the Exchange Offer or otherwise,
            regardless of whether you withdraw as Dealer Manager as permitted
            hereunder (which withdrawal shall be without any liability or
            penalty to you) and regardless of whether this Agreement is
            eventually terminated.

2.    COVENANTS OF PARENT.  Parent hereby further agrees that:

      A.    Prior to and during the period of the Exchange Offer, except upon
            reasonable prior notice to you and after giving reasonable
            consideration to you and your counsel's comments, Parent will
            not use, permit the use of or file with any governmental or
            regulatory agency any Exchange Offer Document other than in, and
            will make no amendments or supplements to or material changes in
            or additions to any Acquisition Document from, the form last
            furnished to you and to your counsel.  In the event that Parent
            uses or permits the use of or files with any governmental or
            regulatory agency any material in contravention of the foregoing,
            or in respect of which you or your counsel has made comments but
            which comments have not resulted in a response satisfactory to
            you and your counsel, you shall be entitled to withdraw as Dealer
            Manager without any liability or penalty to you, and you shall
            remain entitled to receive the payment of all fees (except as set
            forth in the immediately following sentence) and expenses to
            which you are entitled under this Agreement and the Engagement
            Letter.  If you withdraw as Dealer Manager for any reason under
            this Agreement:  (i) prior to the commencement of the tender
            offer, you shall not be entitled to any fees; (ii) after the
            commencement of the tender but before the expiration of the
            tender offer, you shall be entitled only to fees relating to
            Shares tendered prior to the date of your withdrawal and which
            are subsequently accepted; (iii) after the expiration of the

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            tender offer but before the effective date of the merger, you
            shall be entitled only to fees relating to Shares tendered and
            accepted by Parent; or (iv) after the effective date of the
            merger, you shall be entitled to fees relating to all Shares
            accepted by Parent.  If you withdraw as Dealer Manager, the fees
            accrued and reimbursement for your expenses through the date of
            such withdrawal shall be paid to you promptly after receipt of an
            invoice from you.

      B.    Prior to and during the period of the Exchange Offer, Parent will
            advise you promptly after Parent receives notice or becomes aware
            of (1) the happening of any event, or the discovery of any fact,
            which it believes would require the making of any change in any
            Exchange Offer Document then being used or would affect the truth
            or correctness of any material statement, representation or
            warranty contained in this Agreement if such representation or
            warranty were being made immediately after the happening of such
            event or the discovery of such fact, (2) the happening of any
            event which could cause Parent to withdraw, rescind or terminate
            the Exchange Offer or would permit Parent to exercise any right
            not to exchange Shares tendered thereunder, (3) any proposal or
            requirement to amend or supplement any Exchange Offer Document or
            any other filing required by the 1934 Act or to make any filing
            pursuant to any other applicable law, (4) the issuance by the
            Commission or any state or other federal authority of any formal
            comment or order or the taking of any other action concerning the
            Exchange Offer (and, if in writing, Parent will furnish you with
            a copy thereof), (5) any material developments in connection with
            the Exchange Offer or the registration of Parent Shares related
            thereto, including, without limitation, the commencement of any
            lawsuit concerning the Exchange Offer and (6) any other
            information relating to the Exchange Offer that you may
            reasonably request.  Parent will file and disseminate, as
            required, any and all necessary amendments to the Exchange Offer
            Documents and will promptly furnish to you true and accurate
            copies of each such amendment upon the filing thereof.

      C.    Parent agrees to furnish you with as many copies as you may
            reasonably request of the final forms of the Exchange Offer
            Documents and you are authorized to use copies of the final forms
            of the Exchange Offer Documents.  Parent will cause you to be
            provided with any cards or lists they may receive from the
            Company showing the names and addresses of, and the number of
            Shares held by, the holders of Shares as of a recent date and
            will endeavor to cause you to be advised from day to day during
            the period of the Exchange Offer as to any transfers of record of
            the Shares known to Parent.  Parent has appointed, and authorizes
            you to communicate with, Registrar and Transfer Company, in its
            capacity as Exchange Agent, and MacKenzie Partners, Inc., in its
            capacity as Information Agent, in connection with the Exchange
            Offer and has instructed the Exchange Agent to advise you at
            least daily as to such matters as you may reasonably request.

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3.    CONDITIONS TO YOUR OBLIGATIONS.  Your obligations hereunder shall at
      all times be subject to the following conditions:

A.          All representations, warranties and other statements of Parent
      contained herein are now, and at all times during the period of the
      Acquisition shall be, true and correct in all material respects, and
      Parent at all times until consummation of the Acquisition shall have
      performed all of its obligations hereunder theretofore to be
      performed.  You shall have a reasonable period of time after
      discovering or being informed of a breach of the condition in the
      preceding sentence to elect whether to continue as Dealer Manager.

      B.    No stop order, restraining order or denial of an application for
            approval shall have been issued and no litigation relating to the
            Exchange Offer, the Exchange Offer Documents, the Merger (except
            for appraisal proceedings under Delaware law), the Merger
            Documents or this Agreement shall have been commenced or
            threatened by or before any agency, court or other governmental
            or regulatory body of any jurisdiction which you, in good faith
            after consultation with Parent, believe makes it inadvisable for
            you to continue to act as Dealer Manager.

4.    REPRESENTATION, WARRANTIES AND AGREEMENT OF PARENT.  Parent hereby
      represents, warrants and agrees as follows:

      A.    No Exchange Offer Document contains or will contain any untrue
            statement of any material fact or omits or will omit any material
            fact required to be stated therein or necessary in order to make
            the statements made therein, in light of the circumstances under
            which they are made, not misleading, provided that the foregoing
            representation and warranty as it relates to statements or
            omissions concerning the Company is limited to the knowledge of
            Parent, and provided further that Parent is not making any
            representation or warranty with respect to any statements
            contained in, or any matter omitted from, the Exchange Offer
            Documents in reliance upon and in conformity with written
            information furnished to Parent by you or on your behalf
            expressly for use therein.

      B.    The Exchange Offer Transactions do not and will not violate the
            Securities Act of 1933, as amended, and the rules and regulations
            promulgated thereunder (the "1933 ACT"), the 1934 Act, or any
            other statute, regulation or other law of the United States or of
            any state or other jurisdiction thereof or any judgments, orders
            or decrees applicable to Parent or any affiliate thereof relating
            to the Exchange Offer Documents or the Exchange Offer, and Parent
            has complied, and will continue to comply, in all material
            respects, with the 1933 Act, the 1934 Act and all other statutes,
            regulations and other laws (including, if applicable, Regulations
            U, T, G and X  promulgated by the Federal Reserve Board) of the
            United States and any state or other jurisdiction thereof or any
            judgments, orders or decrees applicable to Parent or any
            affiliate thereof relating to the Exchange Offer Documents or the
            Acquisition.  All consents, approvals, authorizations, permits,
            filings or notifications of, to or with any governmental or
            regulatory authority

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            required to be obtained or made in connection with the
            consummation by Parent of the Exchange Offer Transactions will
            have been obtained or made, and all statutory or regulatory
            waiting periods will have elapsed, prior to the exchange for the
            Shares under the Exchange Offer and, in connection with the
            consummation by Parent of the Merger, will have been obtained or
            elapsed prior to the consummation of the Merger.

      C.    Parent is a corporation duly incorporated, validly existing and
            in good standing under the laws of Maryland.  Parent has all
            necessary corporate power and authority to transact all business
            conducted by it, to enter into the Agreement and perform its
            respective obligations hereunder and to effect and consummate the
            Exchange Offer Transactions.  The execution and delivery of this
            Agreement, and the performance by Parent of its obligations under
            this Agreement and in connection with the Exchange Offer
            Transactions, have been validly authorized by all necessary
            corporate action on the part of Parent and, to the extent
            applicable, any affiliate thereof.  This Agreement and the
            Reorganization Agreement have been validly executed and delivered
            by Parent, and, assuming the due authorization, execution and
            delivery hereof by Dealer Manager, are legal and binding
            obligations of Parent, enforceable against it in accordance with
            its terms, subject to applicable bankruptcy, insolvency,
            reorganization, moratorium and similar laws affecting creditors'
            rights and remedies generally, and subject, as to enforceability,
            to general principals of equity, including principles of
            commercial reasonableness, good faith and fair dealing
            (regardless of whether enforcement is sought in a proceeding at
            law or in equity).

      D.    Upon commencement of the Exchange Offer, Parent will file with the
            Commission the Schedule pursuant to Rule 14d-3 promulgated by the
            Commission under the 1934 Act, a copy of which Schedule (including
            the documents required by Item 12 thereof to be filed as exhibits
            thereto), in the form in which it is to be so filed, will be
            furnished to you promptly upon the filing thereof.

      E.    The Schedule and other Exchange Offer Documents, as so filed,
            will comply in all materials respects with the provisions of the
            1934 Act.

      F.    Except as set forth in the Preliminary Prospectus, Parent has no
            knowledge of any material fact or information concerning Parent
            or any of its subsidiaries, or the operations, assets, conditions
            (financial or otherwise), or prospects of Parent or any of its
            subsidiaries, which under applicable law is required to be
            disclosed in the Preliminary Prospectus and which has not been,
            is not being, or will not be, so disclosed in the Preliminary
            Prospectus.

      G.    The Exchange Offer Transactions and the execution and delivery
            of, and the consummation of the transactions contemplated in,
            this Agreement do not and will not (i) conflict with or violate
            the charter or by-laws of Parent, (ii) conflict

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            with or violate any order, judgment or decree applicable to
            Parent or by which any property or asset of Parent is bound, or
            (iii) result in a breach of or constitute a default (or an event
            which with notice or lapse of time or both would become a
            default) under, or give to others any right of termination,
            amendment, acceleration or cancellation of any loan or credit
            agreement, indenture, mortgage, note or other agreement or
            instrument to which Parent, or any of its subsidiaries or
            affiliates, is a party or by which any of them or any of their
            respective properties or assets is bound.

      H.    Parent is not, nor will be as a result of the consummation of the
            Exchange Offer, an "investment company" under the Investment Company
            Act of 1940, as amended, and the rules and regulations promulgated
            by the Commission thereunder.

      I.    Except as expressly disclosed in the Preliminary Prospectus, no
            authorization, approval, order, exemption or other action of the
            Commission or any other regulatory, administrative or other
            governmental or public body or court of the United States or of
            any state or other jurisdiction thereof is required in connection
            with the Acquisition, and no stop order, restraining order or
            denial of any application for approval has been issued or
            proceedings, litigation or investigation initiated or, to the
            best of Parent's knowledge, threatened, with respect to the
            Acquisition before the Commission or any other regulatory,
            administrative or other governmental or public body or any court.

      J.    On the date of commencement of the Exchange Offer, Parent will
            have registered, or arranged to register, sufficient available
            Parent Shares, and will have authority to use such Parent Shares
            under applicable law, to exchange for all Shares properly
            tendered pursuant to the Exchange Offer, in accordance with the
            terms and subject to the conditions of the Exchange Offer, and
            Parent hereby agrees to exchange such Parent Shares for all
            properly tendered Shares promptly, in accordance with the terms
            and subject to the conditions of the Acquisition Documents.
            Parent has, or has arranged to obtain, sufficient available
            funds, and has authority to use such funds under applicable law,
            to pay, in accordance with the terms and subject to the
            conditions of the Exchange Offer, any and all fees and expenses
            for which Parent is responsible under the Acquisition Documents.

5.    REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE DEALER MANAGER.  As
      Dealer Manager, you hereby represent, warrant and agree a follows:

      A.    You are a limited liability company duly organized, validly
            existing and in good standing under the laws of Delaware and have
            all necessary limited liability company power and authority to
            transact all business conducted by you and to enter into this
            Agreement and perform your obligations hereunder; and the
            execution and delivery of, and the performance by you of your
            obligations under,

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            this Agreement have been duly and validly authorized by all
            necessary limited liability company action.

      B.    You will not disseminate to customers or Dealers any written
            material for, or in connection with, the Exchange Offer other than
            one or more of the Exchange Offer Documents.

      C.    Your acceptance of this Agreement has been duly executed and
            delivered and, assuming due authorization, execution and delivery of
            this Agreement by Parent, this Agreement constitutes your valid and
            legally binding Agreement, subject to applicable bankruptcy,
            insolvency and similar laws affecting creditors' rights generally
            and equitable principles limiting the right to obtain specific
            performance or other similar equitable relief.

6.    Indemnification and Contribution.

      A.    Without limiting or duplicating the terms and provisions of the
            indemnification agreement entered into in connection with the
            Engagement Letter, Parent agrees to indemnify and hold harmless
            you and your affiliates, the respective principals, directors,
            officers, agents and employees of you and your affiliates and
            each other person, if any, controlling you or any of your
            affiliates, any Dealer and each of your respective successors and
            assigns, (collectively, the "INDEMNIFIED PERSONS"), to the full
            extent lawful, from and against all losses, claims, damages,
            liabilities and expenses incurred by them which are related to or
            arise out of (1) any untrue statement or alleged untrue statement
            of any material fact in any Exchange Offer Document, (2) any
            omission or alleged omission to state any material fact required
            to be stated in any Exchange Offer Document or necessary to make
            the statements in any Exchange Offer Document, in the light of
            the circumstances under which they were made, not misleading, (3)
            any breach or alleged breach by Parent of its representations,
            warranties and agreements contained in this Agreement or any
            Exchange Offer Document, to the extent applicable, (4) any
            failure to commence or any withdrawal, termination or
            cancellation of, the Acquisition and any failure to exchange any
            Shares properly tendered under the Exchange Offer for any reason
            whatsoever, or (5) in any other respect, the Exchange Offer or
            your engagement hereunder or in connection therewith.  Parent
            shall not, however, be obligated to indemnify any such
            Indemnified Person under this Section 6 in any such case (x) to
            the extent, and only to the extent, that any such loss, claim,
            damage, liability or expense is attributable to claims arising
            out of, or based upon, any untrue statement of any material fact
            in any Exchange Offer Document or any omission to state any
            material fact required to be stated in any Exchange Offer
            Document, or necessary to make the statements made therein, in
            light of the circumstances under which they were made, not
            misleading, if, in any such case, such statement or omission was
            made in any Exchange Offer Document in reliance upon and in
            conformity with written information prepared by you or any
            Indemnified Person or on your behalf or on behalf of any

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            Indemnified Person and furnished by you or any Indemnified Person
            or on your behalf or on behalf of any Indemnified Person to
            Parent specifically for inclusion in such Exchange Offer
            Document, and (y) in the case of a claim for indemnity under
            clause (5) above, with respect to any claim, loss, damage,
            expense or liability that arises primarily out of, or is based
            primarily upon, any action, or failure to take action, by you or
            any Indemnified Person (other than any action, or failure to take
            action, at the request or with the consent of, or in conformity
            with actions taken or omitted to be taken by, Parent) that is
            finally judicially determined to have resulted primarily from the
            (i) knowing and willful violation of applicable law, regulation
            or rule of the National Association of Securities Dealers, Inc.
            or the Nasdaq Stock Market, (ii) gross negligence or (iii)
            willful misconduct, of such Indemnified Person.  No Indemnified
            Person shall have any liability to Parent for or in connection
            with your engagement hereunder except for such liability for
            losses, claims, damages, liabilities or expenses incurred by
            Parent for or in connection with your engagement hereunder which
            is finally judicially determined to have resulted primarily from
            the (i) knowing and willful violation of applicable law,
            regulation or rule of the National Association of Securities
            Dealers, Inc. or the Nasdaq Stock Market, (ii) gross negligence
            or (iii) willful misconduct, of such Indemnified Person.

      B.    After receipt by an Indemnified Person of notice of any complaint
            or the commencement of any action or proceeding with respect to
            which indemnification is being sought hereunder, such Indemnified
            Person will promptly notify us in writing of such complaint or of
            the commencement of such action or proceeding, but failure to so
            notify us will relieve us from any liability which we may have
            hereunder only if, and to the extent that, such failure results
            in the forfeiture by us of substantial rights and defenses, and
            will not in any event relieve us from any other obligation or
            liability that we may have to any Indemnified Person otherwise
            than under this Agreement.  If we so elect or are requested by
            such Indemnified Person, we will assume the defense of such
            action or proceeding, including the employment of counsel
            reasonably satisfactory to you and the payment of the fees and
            disbursements of such counsel.  In the event, however, such
            Indemnified Person reasonably determines in its judgment (after
            consultation with counsel) that having common counsel would
            present such counsel with a conflict of interest or if the
            defendants in, or targets of, any such action or proceeding
            include both an Indemnified Person and Parent, and such
            Indemnified Person reasonably concludes (after consultation with
            counsel) that there may be legal defenses available to it or
            other Indemnified Persons that are different from or in addition
            to those available to Parent, or if we fail to assume the defense
            of the action or proceeding or to employ counsel reasonably
            satisfactory to such Indemnified Person, in either case in a
            timely manner, then such Indemnified Person may employ separate
            counsel to represent or defend it in any such action or
            proceeding and Parent will pay the reasonable and documented fees
            and disbursements of such counsel; provided, however, that we
            will not be required to

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            pay the fees, disbursements and costs of more than one separate
            counsel (in addition to any local counsel) for all Indemnified
            Persons in any jurisdiction in any single action or proceeding.
            In any action or proceeding the defense of which we assume, the
            Indemnified Person will have the right to participate in such
            litigation and to retain its own counsel at such Indemnified
            Person's own expense.  Parent further agrees that we will not,
            without your prior written consent, settle or compromise or
            consent to the entry of any judgment in any pending or threatened
            claim, action, suit or proceeding in respect of which
            indemnification or contribution may be sought hereunder (whether
            or not you or any Indemnified Person is an actual or potential
            party to such claim, action, suit or proceeding) unless such
            settlement, compromise or consent includes an unconditional
            release of you and each other applicable Indemnified Person
            hereunder from all liability arising out of such claim, action
            suit or proceeding.  Parent shall not be liable for any
            settlement of any litigation or proceeding effected without the
            written consent of Parent, which consent shall not be
            unreasonably withheld, but if settled with such consent or if
            there be a final judgment for the plaintiff, Parent agrees,
            subject to the provisions of this Section 6, to indemnify the
            Indemnified Person from and against any loss or liability by
            reason of such settlement or judgment.  Parent agrees to notify
            you promptly of the assertion of any claim in connection with the
            Acquisition against any of its officers or directors or any
            person who controls Parent within the meaning of Section 20(a) of
            the 1934 Act.

      C.    Parent  agrees that if any indemnification sought by an
            Indemnified Person pursuant to this Agreement is held by a court
            to be unavailable for any reason other than as specified in the
            second sentence of paragraph A of this Section 6, then (whether
            or not you are the Indemnified Person), Parent and the
            Indemnified Person will contribute to the losses, claims,
            damages, liabilities and expenses for which such indemnification
            is held unavailable in such proportion as is appropriate to
            reflect the relative fault of Parent, on the one hand, and of the
            Indemnified Person, on the other hand, as well as any other
            relevant equitable considerations; provided, however, that in any
            event, the aggregate contribution of all Indemnified Persons,
            including you, to all losses, claims, damages, liabilities and
            expenses with respect to which contribution is available
            hereunder will not exceed the amount of fees actually received by
            you from us pursuant to your engagement hereunder.  It is hereby
            agreed that for purposes of this paragraph C that it would not be
            just and equitable if contribution pursuant to this Section 6
            were determined by pro rata allocation or by any other method of
            allocation which does not take account of the equitable
            considerations referred to in this paragraph.

      D.    Parent hereby agrees to reimburse you and any other Indemnified
            Person hereunder for all expenses (including reasonable and
            documented fees and disbursements of counsel), from time to time,
            as they are incurred by you or such other Indemnified Person in
            connection with investigating, preparing for or defending, or
            providing evidence in, any pending or threatened action, claim,
            suit

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            or proceeding in respect of which indemnification or contribution
            may be sought hereunder (whether or not you or any other
            Indemnified Person is a party) and in enforcing this Agreement
            (unless and until it is finally judicially determined that Parent
            is not liable hereunder for such expenses).

      E.    Parent's  indemnity, contribution, reimbursement and other
            obligations under this Agreement shall be in addition to any
            liability that Parent may otherwise have, at common law or
            otherwise.  Solely for purposes of enforcing this Agreement, we
            hereby consent to personal jurisdiction, service and venue in any
            court in which any claim or proceeding which is subject to, or
            which may give rise to a claim for indemnification or
            contribution under, this Agreement is brought against you or any
            other Indemnified Person.

7.    Miscellaneous.

      A.    This Agreement has been, and is, made solely for the benefit of
            you, Parent, the other indemnified persons referred to in Section
            6 hereof and your and their respective successors, assigns,
            executors and administrators, and no other person shall acquire
            or have any right under, or by virtue of, this Agreement.  You
            shall not have any liability or obligation to Parent for any act
            or omission of any Dealer or person employed by Parent, and,
            except as otherwise set forth herein, you undertake no obligation
            to Parent other than for the performance of your express
            representations, warranties and agreements hereunder.

      B.    The representations, warranties, agreements and indemnities of
            Parent contained in this Agreement shall remain in full force and
            effect regardless of any investigation made by or on behalf of
            you or Parent, whether or not such investigation, if diligently
            made, would have disclosed facts upon which any breach of
            representation, warranty or agreement is or may be based or
            indemnification sought, and shall survive the exchange by Parent
            (or any affiliate of Parent) for Shares pursuant to the Exchange
            Offer and the consummation of the Acquisition, any withdrawal,
            termination or cancellation of, or failure to commence, the
            Exchange Offer (whether or not Shares are exchanged or this
            Agreement is eventually terminated) or the Merger for any reason
            whatsoever, and any withdrawal by you as Dealer Manager and
            financial advisor pursuant to any provision of this Agreement, in
            each such case until a period of three (3) years after the
            expiration of the applicable statute of limitations (it being
            agreed and understood that the aforementioned expiration shall
            have no effect whatsoever on any indemnification claim made to
            Parent prior to such expiration).

      C.    This Agreement shall be deemed made in Illinois.  This Agreement
            and all controversies arising from or relating to performance
            under this Agreement shall be governed by and construed in
            accordance with the laws of the State of Illinois, without giving
            effect to Illinois' rules concerning conflicts of laws.  Solely
            for purposes of enforcing this Agreement, each of the parties
            hereto hereby

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            (i) irrevocably consents to personal jurisdiction and venue in
            any court in Cook County, Illinois or any Federal court sitting
            in the Northern District of Illinois for the purposes of any
            suit, action or other proceeding arising out of this Agreement or
            any of the agreements or transactions contemplated hereby, which
            is brought by or against such parties, (ii) agree that all claims
            in respect of any such suit, action or proceeding may be heard
            and determined in any such court, (iii) waive the defense of an
            inconvenient forum and (iv) agree that a final judgment in any
            such action or proceeding shall be conclusive and may be enforced
            in other jurisdictions by suit on the judgment or in any other
            manner provide by law.  Each of the parties hereto hereby
            irrevocably consents to the service of process of any of the
            aforementioned courts in any such suit, action or proceeding by
            the mailing of copies thereof by registered or certified mail,
            postage prepaid, to such party at its address set forth in
            paragraph E of this Section 7, such service to become effective
            ten (10) days after such mailing. ANY RIGHT TO TRIAL BY JURY WITH
            RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS AGREEMENT OR
            CONDUCT IN CONNECTION HEREWITH IS HEREBY WAIVED.

      D.    So long as the economic or legal substance of the Exchange Offer
            and the agreements contained herein are not affected in any
            manner adverse to you, any term or provision of this Agreement
            which is invalid or unenforceable in any jurisdiction shall, as
            to such jurisdiction, be ineffective to the extent of such
            invalidity or unenforceability without rendering invalid or
            unenforceable the remaining terms and provisions of this
            Agreement or affecting the validity or enforceability of any of
            the terms or provisions of this Agreement in any other
            jurisdiction.

      E.    All notices and other communications required or permitted to be
            given under this Agreement shall be in writing and shall be
            deemed to have been duly given if delivered in person, by
            facsimile or by registered or certified mail (postage prepaid;
            return receipt requested) to the parties hereto as follows (or,
            as to each party, at such other address as shall be designated by
            such party in a written notice complying as to delivery with the
            terms of this paragraph):

            (a)  if to Dealer Manager:

                  William Blair & Company, L.L.C.
                  222 West Adams Street
                  Chicago, Illinois 60606
                  Telephone:  (312) 236-1600
                  Facsimile:  (312) 368-9418
                  Attention:  Samuel J. Tinaglia or Brett L. Paschke

            With a copy to (which shall not constitute notice):

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                  Sidley Austin Brown & Wood
                  Bank One Plaza
                  Chicago, Illinois 60603
                  Telephone:  (312) 853-7785
                  Facsimile:  (312) 853-7036
                  Attention:  Larry A. Barden


            (b)   if to Parent:

                  MCSi, Inc.
                  4750 Hempstead Station Drive
                  Dayton, Ohio 45429
                  Telephone:  (937) 291-8282
                  Facsimile.: (937) 291-8250
                  Attention:  Michael Peppel


            With a copy to (which shall not constitute notice):

                  Elias, Matz, Tiernan & Herrick LLP
                  734 15th Street, N.W.
                  Washington, D.C. 20005
                  Telephone:  (202) 347-0300
                  Facsimile:  (202) 347-2172
                  Attention:  Jeffrey A. Koeppel

            All notices and other communications shall be deemed to have been
            duly given on (i) the date of delivery if delivered personally, (ii)
            five (5) days following posting if transmitted by mail or (iii) the
            date of transmission if sent by facsimile with telephone
            confirmation of receipt, whichever shall first occur.

      F.    The descriptive headings contained in this Agreement are included
            for convenience of reference only and shall not affect in any way
            the meaning or interpretation of this Agreement.

      G.    This Agreement, together with the Engagement Letter and the
            indemnification agreement entered into in connection therewith,
            constitutes the entire agreement among the parties hereto with
            respect to the subject matter hereof and supersedes all prior
            agreements and undertakings, both written and oral, among the
            parities, or any of them, with respect to the subject matter hereof.

      H.    This Agreement may not be amended except in writing signed by
            each party to be bound thereby.

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      I.    This Agreement may be executed in counterparts, each of which
            together shall be considered a single document. This Agreement shall
            be binding upon the Dealer Manager and Parent and their respective
            successors and assigns.


                              Very truly yours,

                              MCSi, Inc.


                         By:      /s/ IRA H. STANLEY
                              -------------------------------------------------
                              Name:   Ira H. Stanley
                              Title:  Vice President -- Chief Financial Officer






Accepted and agreed as of the date first above written:

WILLIAM BLAIR & COMPANY, L.L.C.

By       /s/ MARK BRADY
    ----------------------------------
   Name:     Mark Brady
   Title:    Principal





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