EXHIBIT 99.3

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. MCSi, Inc. ("we," "us," the "Company" or "MCSi") desires to take advantage of the "safe harbor" provisions
of the Act. Certain information, particularly information regarding our future economic performance and finances and plans and objectives of management, contained in the Company's Quarterly Report on
Form 10-Q for the three months ended September 30, 2002 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 our 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.

Our future results may suffer if we are unable to effectively manage our rapid growth.

We
expect to experience continued rapid growth resulting in new and increased responsibilities for management personnel and increased demands on our operating and financial systems and
resources. To effectively manage future growth, we must continue to expand our operational, financial and management information systems and to train, motivate and manage our work force. There can be
no assurance that our operational, financial and management information systems will be adequate to support our future operations. Failure to expand our operational, financial and management
information systems or to train, motivate or manage employees could have a material adverse effect on our operating results and financial condition.

If we lose our key personnel, or fail to attract and retain additional personnel, the success and growth of our business may suffer.

We
rely on certain key executives, including our Chairman and Chief Executive Officer and other senior management. There can be no assurance that we can retain our executive officers and
key personnel or attract additional qualified management in the future. The loss of services of one or more of our key executives could disrupt and have a material adverse effect on our operating
results and financial condition.

Our operations and future results are subject to numerous risks related to acquisitions.

We
have, in the past, pursued a strategy of acquiring computer technology product and systems integration companies. We intend to continue to make selective acquisitions, primarily of
audio, video, and data display, broadcasting, conferencing and networking systems integrators. Such acquisitions could result in the following risks:



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Intense and increasing competition in our industry may decrease our gross margins and harm our business.

The
industry in which we operate is highly competitive. We compete with major audio-visual equipment dealers, companies that rent and sell audio-visual equipment, independent design
consulting firms, electrical contractors, manufacturers' sales and service divisions, consumer electronics chains, the in-house communications staffs of clients and potential clients,
direct mail order companies, and, to a lesser extent, computer or technology supply distributors and non-specialized retailers. Certain of our competitors are larger and have substantially
greater financial and other resources and purchasing power than we do. We believe that the industry will further consolidate in the future and consequently become more competitive. Increased
competition may result in greater price discounting which could have a negative impact on the industry's gross margins.

We are dependent on certain key suppliers and our business could be harmed if we lost a key supplier or a key supplier imposed less favorable terms on its relationship with
us.

Although
we regularly carry products and accessories manufactured by approximately 250 original equipment manufacturers, 37% of our product purchases in the year ended
December 31, 2001 were derived from products supplied by the our ten largest suppliers. In addition, our business is dependent upon terms provided by our key suppliers, including pricing and
related provisions, product availability and dealer authorizations. While we consider our relationships with our key suppliers, including Sharp Electronics, NEC, Infocus, Proxima, Sony and Hitachi to
be good, there can be no assurance that these relationships will not be terminated or that such relationships will continue as presently in effect. In addition, changes by one or more of such key
suppliers of their policies regarding distributors or volume discount schedules or other marketing programs applicable to us may have a material adverse effect on our business. Certain distribution
agreements require us to make minimum annual purchases.

If our management information systems are disrupted or do not work as anticipated, our future results may be adversely affected.

Our
operations depend, to a large extent, on our management information systems. Integration of, and modifications to, our computer systems and applications software will be necessary as
we grow and respond to customer needs, technological developments, electronic commerce requirements and other factors. We are constantly upgrading and implementing our internal accounting and
inventory control and distribution software programs. The modifications may:



Any
of these disruptions, delays or costs could have a material adverse effect on our operating results and financial condition.

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We
do not currently have redundant computer systems or redundant dedicated communication lines linking our computers to our warehouses. The failure of our computer or communication
systems could have a material adverse effect on our operating results and financial condition.

We are subject to restrictions imposed by debt arrangements.

Our outstanding indebtedness consists primarily of borrowings under a secured credit facility ("Credit Facility") provided by a consortium of banks (the "Banks").
The Credit Facility contains restrictive covenants which may have an adverse effect on our operations in the future. These covenants include, among other restrictions: (i) the maintenance of
certain financial ratios; (ii) restrictions on (a) the purchase or sale of assets, (b) any merger, sale or consolidation activity, (c) loans, investments and guaranties
made by us, (d) lease and sale and leaseback transactions, and (e) capital expenditures; and (iii) certain limitations on the incurrence of other indebtedness. These provisions
may constrain our growth strategy, or may delay, deter, or prevent a takeover attempt that a shareholder might consider in its best interests and may have an adverse effect on the market price of our
Common Stock. In addition, the Credit Facility prohibits the payment of dividends and certain repurchases of our Common Stock.

Our executive officers and directors and their affiliates own a large percentage of our common stock and have the ability to make decisions that could adversely affect our
stock price.

Our
directors and executive officers beneficially owned 1,493,525 shares of our Common Stock as of November 13, 2002 representing approximately 6.98% of the outstanding shares of
Common Stock. Consequently, management is in a position to exert significant influence over material matters relating to our business, including decisions regarding:



Management
also may be able to delay, make more difficult or prevent us from engaging in a business combination.

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