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                                 ZENGINE, INC,

EXHIBIT 99.0

               SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION
                               REFORM ACT OF 1995


          The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a "safe harbor" for forward-looking statements to encourage companies
to provide prospective information about their companies, so long as those
statements are identified as forward-looking and are accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those discussed in the statement. The Company
desires to take advantage of the "safe harbor" provisions of the Act. Certain
information, particularly information regarding future economic performance and
finances and plans and objectives of management, contained in the Company's
Quarterly Report on Form 10-Q for the nine months ended June 30, 2001 is
forward-looking. In some cases, information regarding certain important factors
that could cause actual results to differ materially from any such
forward-looking statements appear together with such statement. Also, the
following factors, in addition to other possible factors not listed, could
affect the Company's actual results and cause such results to differ materially
from those expressed in forward-looking statements. The Company is not obligated
to, and will not, update or revise forward-looking statements made in the Form
10-Q. Shareholders and potential stockholders are cautioned that any such
forward-looking statements are not guarantees of future performances and involve
risks and uncertainties and that actual results may differ materially from those
contemplated by such forward-looking statements.

                          RISKS RELATED TO OUR BUSINESS

WE HAVE A LIMITED OPERATING HISTORY.

          We commenced operations in January 1999 as a division of MCSi and from
the date of our incorporation in March 1999, until our initial public offering
in September 2000, we operated as a subsidiary of MCSi, Inc. ("MCSi"). Our
business and the services we offer are in the early stages of development. As of
June 30, 2001, 15 clients had purchased our e-commerce services and we had
placed advertisements for 15 clients. Accordingly, we have a very limited
operating history, and our business and prospects must be considered in light of
the risks and uncertainties facing early-stage companies in rapidly evolving
markets such as e-commerce.

WE HAVE A HISTORY OF LOSSES, EXPECT FUTURE LOSSES AND MAY NOT ACHIEVE
PROFITABILITY.

          We are not profitable and may not generate sufficient revenue to ever
become profitable. To the extent such losses continue, our accumulated deficit
will increase and our stockholders' equity will decrease. We incurred net losses
of $934,000 for the period from inception, which was as of January 1, 1999, to
September 30, 1999, a net loss of $100,000 for the year ended September 30,
2000, and a net loss of $79,000 for the nine months ended June 30, 2001. We
anticipate that we will increase our marketing, technology and infrastructure,
software development and general and administrative expenses and, as a result,
we expect to incur additional losses for the foreseeable future. In addition,
our limited operating history makes prediction of future results difficult and,
accordingly, we may not achieve or sustain profitability.

THE EXPECTED FLUCTUATIONS OF OUR QUARTERLY RESULTS COULD CAUSE OUR STOCK PRICE
TO FLUCTUATE OR DECLINE.

          As a result of our limited operating history, we do not have
meaningful historical financial data for quarterly periods on which to base
planned operations. Our expense levels are based in part on our personnel and
software development requirements as well as our expectations as to future
revenues. We anticipate that our operating expenses will increase substantially
for the foreseeable future as we continue to extend the capabilities of our KORE
Engine, increase our sales and marketing activities and broaden our customer
support capabilities.

          We expect to experience significant fluctuations in future quarterly
operating results. These fluctuations may be caused by many factors including,
among others:

     -    cancellation of orders prior to full deployment;
     -    nonrenewal of service agreements;
     -    changes in our business strategy; and
     -    changes in key personnel.

          We anticipate that, for the foreseeable future, a significant portion
of our revenues will be derived from a limited number of clients, including
MCSi, and the timing of receipt and fulfillment of any such orders is expected
to cause material fluctuations in our operating results, particularly on a
quarterly basis. In addition, in the near term, we intend to increase our
personnel, including our software engineers, direct sales and marketing
personnel. The timing


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                                 ZENGINE, INC.


of such expansion and the rate at which new engineers and sales people become
productive could also cause material fluctuations in our quarterly operating
results.

          Due to the foregoing factors, quarterly revenues and operating results
are difficult to forecast, and we believe that period-to-period comparisons of
our operating results will not necessarily be meaningful and should not be
relied upon as any indication of future performance. It is likely that our
future quarterly operating results from time to time will not meet the
expectations of market analysts or investors, which may have an adverse effect
on the price of our common stock.

OUR LENGTHY SALES CYCLE MAY CAUSE OPERATING RESULTS TO VARY SIGNIFICANTLY FROM
PERIOD TO PERIOD.

          The sales cycle for our services is long, typically ranging two months
or more. Our agreements with our clients generally require a substantial set up
fee, and often are part of an important strategic decision by our clients
regarding their information systems infrastructure. Accordingly, the decision to
purchase our services typically requires significant pre-purchase evaluation. We
spend substantial time educating and providing information to prospective
clients regarding the use and benefits of our services. During this evaluation
period, we may expend substantial funds in sales, marketing and management
efforts. This lengthy sales cycle may cause operating results to vary
significantly from period to period.

PERFORMANCE DELAYS COULD CAUSE OUR QUARTERLY RESULTS TO FLUCTUATE.

          It often takes time and resources to implement and to integrate our
solution with our clients' existing computer systems. Where our services require
that we launch a clients' Web site, we will not recognize any revenue until we
have launched our client's e-commerce Web site. If we experience delays in the
progress on a previously announced project or in the satisfaction of contract
terms required for revenue recognition in a particular quarter, we may not be
able to recognize revenue until a later period, causing our quarterly results to
fluctuate. This could cause our stock price to decline.

A LOSS OF A MAJOR CLIENT COULD CAUSE A SIGNIFICANT DECLINE IN OUR REVENUE.

          As of June 30, 2001, we had 15 e-commerce clients and 15 advertising
and sponsorship clients. We expect that a limited number of clients will
continue to account for a substantial portion of our revenue for the foreseeable
future. As a result, if we lose a major client or if a contract is delayed,
canceled or deferred, our revenue and operating results would be adversely
affected.

OUR REVENUE IS DEPENDENT UPON OUR CLIENTS' BUSINESS AND PRODUCT SALES.

          Our revenue is based, in part, on transaction fees and will fluctuate
with the volume of product sales by our clients. We do not have direct control
over the success of our client's e-commerce sites. If we dedicate significant
resources to a client whose business does not generate substantial transactions
or whose products do not generate substantial customer sales, our business may
suffer.

OUR CURRENT REVENUE DEPENDS ON SHORT-TERM ADVERTISING FEES.

          We currently expect that advertising and sponsorship fees will account
for a substantial portion of our total revenue in the current fiscal year. The
arrangements under which we receive these fees typically are of a limited
duration. Accordingly, our revenue from advertising and sponsorship fees may not
be sustained over the longer term.

PERSONALIZATION MAY NOT BE SUCCESSFUL IN GENERATING ADDITIONAL REVENUE FOR OUR
CLIENTS.

          The centerpiece of our service offering to our clients is the high
degree of advanced personalization generated by the KORE Engine. Our sales
proposition to our clients is that the personalization of the shopping
experience results in a higher ratio of the number of Web site visitors who
actually purchase, increased purchases per visit, increased purchase size and
greater customer loyalty. If our sales proposition turns out to be ineffective
for one or more of our clients, we could lose that business, and possibly future
business, which would result in a material adverse effect on our results of
operations.



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                                 ZENGINE, INC.


LOSS OF KEY EMPLOYEES COULD HURT OUR BUSINESS.

          We believe our future success will depend upon our ability to retain
our key management personnel, including Joseph Savarino, our President and Chief
Executive Officer, Lalit Dhadphale, our Vice President of Product Development
and Chief Operating Officer, and Christopher Feaver, our Vice President and
Chief Technology Officer, because of their experience and knowledge regarding
the development, opportunities and challenges of our business. Each of these
executives is subject to an employment agreement which expires in March 2002 and
is terminable at will by them. We may not be successful in attracting and
retaining other key employees in the future.

          We expect to add additional key personnel in the near future,
including software engineers and direct sales and marketing personnel. Our
future success and our ability to expand our operations will also depend in
large part on our ability to attract and retain additional qualified technical
personnel, as well as marketing and sales personnel.

DIFFICULTIES WE MAY ENCOUNTER MANAGING OUR GROWTH COULD ADVERSELY AFFECT OUR
RESULTS OF OPERATIONS.

          We have rapidly expanded our operations and anticipate that further
significant expansion will be required to address potential growth in our client
base and market opportunities. Our expansion is placing a significant strain on
our managerial and operational resources. Due to our limited operating history,
our staff has not worked together for a significant period of time. A number of
key managerial, technical and operations personnel are relatively new to our
company. In addition, none of our executive officers have ever managed a public
corporation.

WE WILL NOT BE ABLE TO GROW OUR BUSINESS UNLESS WE ARE ABLE TO SELL TO COMPANIES
WHO ENGAGE IN E-COMMERCE.

          Our business strategy is dependent upon increasing the sales of our
services to companies that desire to establish or enhance their e-commerce
efforts. We have entered into service agreements with companies that have
embraced the Internet as a significant distribution channel. We do not know if
we will be successful in establishing or maintaining relationships with
companies in our target market. If we are unable to do so, we will likely be
unable to continue to grow our business or establish a meaningful market share.

OUR SYSTEMS MAY NOT ACCOMMODATE SIGNIFICANT GROWTH IN THE NUMBER OF OUR CLIENTS.

          Our success depends on our ability to handle a large number of
transactions for many different clients in various product categories. We expect
that the volume of transactions we process will increase significantly as we
expand our operations. If this occurs, additional stress will be placed upon the
network hardware and software that manages our operations. We may not be able to
efficiently manage a large number of transactions. If we are not able to
maintain an appropriate level of operating performance, our reputation and
business would be harmed.

SOFTWARE DEFECTS AND SYSTEM ERRORS COULD RESULT IN LOSS OF REVENUE, DELAY IN
MARKET ACCEPTANCE AND INJURY TO OUR REPUTATION.

          Our services are based on complex proprietary software which could
contain undetected errors or defects. We may, in the future, discover software
errors and as a result experience delays in providing the services we agreed to
provide during the period required to correct these errors. Errors may be found
from time to time in our new or enhanced service offerings after launch of our
client's e-commerce store, resulting in:

     -    loss of revenue;
     -    delay in market acceptance and sales;
     -    diversion of development
          resources;
     -    injury to our reputation; or
     -    increased remediation costs.

          In addition, our service is generally used in systems with the
client's or other vendors' software, and as a result, our software must
integrate successfully with these existing systems. System errors, whether
caused by our software, the client's or those of another vendor, could adversely
affect the market acceptance of our services and any necessary revisions could
cause us to incur significant expenses.

IF WE BECOME SUBJECT TO PRODUCT LIABILITY LITIGATION, IT COULD BE COSTLY AND
TIME CONSUMING TO DEFEND.

          Since our services typically operate our client's only e-commerce Web
site, any performance problems with our services, whether as a result of
internal or vendor errors, defects or otherwise, could severely impact our
clients' product sales.



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                                 ZENGINE, INC.


This could result in financial or other damages to our clients, who could sue
us. Product liability litigation, even if it were unsuccessful, would be time
consuming and costly to defend.

IF WE ARE UNABLE TO SECURE ADDITIONAL FINANCING, WE MAY BE UNABLE TO CONTINUE TO
GROW OUR BUSINESS.

          Because we anticipate net losses for the foreseeable future, it is
possible that we will require additional funds to grow our business. If we are
not able to secure additional funds when needed, we may not be able to cover our
operating expenses or pursue our other business strategies. In such an event,
our business could be significantly harmed.

IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR TRADEMARKS OR BRAND IDENTITY, OUR
SALES GROWTH COULD DECREASE.

          We have applied for trademarks on our marks, such as the Zengine name,
the Zengine "gear" logo, "KORE," "KOG" and our tag line "Fueling Your Brand's
Commerce Engine." Effective trademark protection may not be available for our
marks. We have identified another company that is utilizing the KORE name. We
have demanded that this company stop using our proprietary name. It is possible
that others will adopt product names or logos similar to KORE or the Zengine
gear logo. This would impede our ability to build our brand identity, lead to
customer confusion, increase our legal expenses and distract management from the
operation of our business. Such events could result in a loss of significant
rights, increased expenses and lower sales of our services.

Risks Related to the Internet and E-Commerce Industry

THE MARKET FOR OUR SERVICES IS IN THE EARLY STAGE OF DEVELOPMENT.

          Our services facilitate e-commerce over public and private data
networks. The market for our services is at an early stage of development and is
rapidly evolving. As is typical for new and rapidly evolving industries, demand
and market acceptance for recently introduced products and services are subject
to a high level of uncertainty.

PRIVACY CONCERNS MAY LIMIT INTERNET USE AND USE OF OUR SERVICES.

          One of the principal features of our proprietary technology is the
ability to develop and maintain highly personalized profiles of users to assist
our clients in determining the nature of the content and the product offerings
to be provided to that customer. Typically, these profiles are captured when
customers visit a site on the Web and volunteer information in response to
survey questions concerning their backgrounds, interests, and preferences.
Profiles are augmented over time through the collection of usage data. Privacy
concerns may nevertheless cause users to resist providing the personal data
necessary to support this profiling capability. The perception by our clients'
customers or potential customers of substantial security and privacy concerns,
whether or not valid, may inhibit market acceptance of our technology. Such
concerns also may be heightened by legislative or regulatory requirements that
require notification to Web site users that the data captured as a result of
visitation of certain Web sites may be used by marketing entities to
unilaterally address product promotion and advertising to that user. If the
privacy concerns of consumers are not adequately addressed, our business could
be harmed.

A BREACH OF OUR E-COMMERCE SECURITY MEASURES COULD REDUCE DEMAND FOR OUR
SERVICES.

          A requirement of the continued growth of e-commerce is the secure
transmission of confidential information over public networks. We utilize a
third party payment processor for a portion of the transactions we handle. Both
the third party processor and we rely on public key cryptography. This is an
encryption method that utilizes two keys, a public and a private key, for
encoding and decoding data, and digital certificate technology, or identity
verification, to provide the security and authentication necessary for secure
transmission of confidential information. Regulatory and export restrictions may
prohibit us from using the strongest and most secure cryptographic protection
available and thereby expose us to a risk of data interception. A party who is
able to circumvent our security measures could misappropriate proprietary
information or interrupt our operations. Any compromise or elimination of our
security could harm our reputation and reduce demand for our services. We
currently carry no insurance to specifically protect us against this risk.

THE INTENSE COMPETITION IN OUR INDUSTRY COULD REDUCE OR ELIMINATE THE DEMAND FOR
OUR SERVICES.

          The market for our services is intensely competitive and subject to
rapid technological change. We expect competition to intensify in the future.
Our primary source of competition comes from e-commerce retailers who develop
their own custom systems or engage consultants who install packaged software
systems. Online retailers who have made large investments to develop custom
systems may be less likely to adopt an outsourced transaction processing
strategy. We also face competition from other software and service providers. In
addition, other companies may enter the market for our services. In the future,
we may



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                                 ZENGINE, INC.


also compete with large companies that derive a significant portion of their
revenues from e-commerce and may offer, or provide a means for others to offer,
e-commerce transaction services.

THE RISK OF LACK OF CAPACITY, SYSTEM FAILURE AND SYSTEM DEVELOPMENT RISKS COULD
RESULT IN A SIGNIFICANT LOSS OF REVENUE.

          We provide a comprehensive, highly personalized e-commerce service to
companies seeking to capitalize on the ability to sell directly to their
customers using our proprietary technology. The satisfactory performance,
reliability and availability of our proprietary technology and its underlying
software and network infrastructure are critical to our operations, level of
customer service, and reputation and ability to attract and retain clients. Our
systems and operations are vulnerable to damage or interruption from earthquake,
fire, flood and other natural disasters; and power loss, telecommunications or
data network failure, operator negligence, improper operation by employees, and
similar events.

          We presently do not carry sufficient business interruption insurance
to fully compensate us for losses that may occur. Despite the use of network
security devices, our servers are vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to interruptions,
delays, loss of data or the inability to accept and fulfill end-user orders. Any
systems interruption that impairs our ability to serve our client's Web pages,
accept and fill customer orders or to provide customer service reduces the
attractiveness of our offerings, which could materially adversely affect our
business, financial condition and results of operations.

WE HAVE NO PATENT ON THE KORE ENGINE AND WE MAY NOT BE ABLE TO ADEQUATELY
PROTECT OUR PROPRIETARY TECHNOLOGY RIGHTS.

          Our success and ability to compete depends to a large degree upon our
proprietary technology. We rely on a combination of trademark and trade secret
rights, confidentiality procedures and licensing arrangements to establish and
protect our proprietary rights. Our source code for our proprietary software is
protected as a trade secret. We have not applied for a patent for our KORE
Engine.

                   RISKS RELATED TO OUR RELATIONSHIP WITH MCSi

OUR BUSINESS MAY BE MATERIALLY ADVERSELY AFFECTED DEPENDING UPON WHAT MCSi
DECIDES TO DO WITH ITS OWNERSHIP OF OUR COMMON STOCK.

          At the present time, MCSi has not informed us as to whether it will
retain or dispose of our common stock that it currently owns. Until, and
depending upon what decision is made, we will or may continue to be controlled
by MCSi. As long as we are controlled by MCSi, the price of our shares in the
public market could be adversely affected because of the reduced liquidity and
the uncertainty as to what, if anything, MCSi will do with respect to its
ownership of our shares. Until a decision is made by MCSi, we cannot predict
what will occur, what effects will result from such decision, or whether or when
we or our shareholders will obtain any benefits from such action.

WE DEPEND ON MCSi FOR VARIOUS SERVICES AND FOR A SIGNIFICANT PORTION OF OUR
REVENUE.

          We have historically been dependent on MCSi for various services,
including product fulfillment and distribution, customer service, facilities,
human resources, management information systems, as well as for working capital.
We have entered into a distribution services agreement, sublease agreement and
an administrative services agreement with MCSi under which MCSi will continue to
provide these services to us until October 2001 and lease property and equipment
to us which expired in May 2001 and is currently being re-negotiated. When the
term of these agreements expire, we will need either to extend the term, engage
other entities to perform these services or perform these services ourselves.
MCSi may not continue to provide these services after the initial term of these
agreements and the cost of these services could be significantly higher if we
purchase services from other parties or devote resources to handle these
functions internally.

          In addition, we provide e-commerce services for MCSi's computer supply
and audio-visual products business under a two-year agreement. As a result, MCSi
is one of our largest clients, and we currently expect that MCSi will remain a
significant client for the foreseeable future. Consequently, a substantial
portion of our business will be dependent upon the success of MCSi's sales and
marketing of its products. Any decline in sales experienced by MCSi will have a
negative effect on the revenues we would obtain from this agreement.
Additionally, for the nine months ended June 30, 2001, we had advertising
revenue of $901,495, which was primarily derived from original equipment
manufacturer product advertisers who either placed banner advertisements on
clients' Web pages which we serve or purchased preferential placement of the OEM
products on clients' Web stores. MCSi has supply arrangements with the OEM
companies that purchase advertising from us. Although we negotiate each OEM
advertising arrangement, it is possible that MCSi's  relationship with the OEM
companies

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influenced our obtaining the advertising and we may not have obtained the
advertising without MCSi's relationship. If our relationship with MCSi were to
change adversely, we could lose this business.

          All of our agreements with MCSi were made in the context of a
parent-subsidiary relationship. The prices charged to us, or by us, or the
overall terms and conditions under these agreements may be higher or lower than
the prices that may be charged by, or to, unaffiliated third parties for similar
services.

MCSi OWNS APPROXIMATELY 55% OF OUR COMMON STOCK AND WILL BE ABLE TO EXERT
SUBSTANTIAL INFLUENCE OVER OUR MANAGEMENT AND CORPORATE AFFAIRS.

          MCSi owns approximately 55% of our outstanding shares of common stock.
As long as MCSi owns a significant portion of our outstanding common stock, MCSi
will continue to be able to elect our entire board of directors and to remove
any director, with cause, and generally to determine the outcome of all
corporate actions requiring stockholder approval. As a result, MCSi will be in a
position to continue to control all matters affecting our company, including:

     -    the composition of our board of directors and, through it, any
          decisions with respect to the direction and policies of our company,
          including the appointment and removal of officers;
     -    any decisions with respect to mergers or other business combinations
          involving our company;
     -    the acquisition or disposition of assets by our company;
     -    future issuances of common stock or other securities of our company;
     -    the incurrence of debt by our company;
     -    amendments, waivers and modifications to our distribution services
          agreement, administrative services agreement, sublease agreement and
          our e-commerce services agreement with MCSi; and
     -    the payment of dividends on our common stock.

WE MAY HAVE POTENTIAL BUSINESS CONFLICTS OF INTEREST WITH MCSi.

          MCSi will continue to be one of our largest customers for a
significant period of time and will continue to be our controlling stockholder
for the foreseeable future. As a result, conflicts of interest may arise between
us and MCSi in a number of areas, including:

     -    the nature, quality and pricing of distribution or administrative
          services MCSi has agreed to provide to us;
     -    the nature, quality and pricing of e-commerce services we provide to
          MCSi;
     -    the incurrence of debt, the payment of dividends, the issuance of
          capital stock and business combinations by our company;
     -    sales or distributions by MCSi of all or any portion of its ownership
          interest in our company; and
     -    MCSi's ability to control the management and affairs of our company.

          We may not be able to resolve any potential conflicts or, if resolved,
we may not be able to receive more favorable resolution than if we were dealing
with an unaffiliated party. Conflicts could be resolved in a manner adverse to
us and our stockholders, which could materially affect our business, results of
operations and financial condition or stock price. The distribution services
agreement, administrative services agreement, e-commerce services agreement and
the sublease agreement we have entered into with MCSi may be amended from time
to time upon agreement between the parties. As long as we are controlled by
MCSi, MCSi could require us to agree to an amendment to the distribution
services agreement, administrative services agreement, sublease agreement or any
other agreement that may be more or less favorable to us than the current terms
of those agreements.

SOME OF OUR DIRECTORS MAY HAVE CONFLICTS OF INTEREST BECAUSE THEY ARE ALSO
DIRECTORS AND STOCKHOLDERS OF MCSi.

          One of the five members of our board of directors is also a director
of MCSi. Our chairman is the chairman of the board and chief executive officer
of MCSi. In addition, two of our directors, our president and eight [CHECK] of
our employees hold shares of MCSi common stock and/or options to acquire shares
of MCSi common stock. These individuals may have conflicts of interest with
respect to certain decisions involving business opportunities and similar
matters that may arise in the ordinary course of our business or the business of
MCSi. Conflicts, if any, could be resolved in a manner adverse to us and our
stockholders, which could materially adversely affect our business, results of
operations and financial condition or stock price.