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EXHIBIT 99


               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., (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 September 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.

IF WE ARE UNABLE TO EFFECTIVELY MANAGE OUR RAPID GROWTH, WE COULD EXPERIENCE
FINANCIAL, OPERATIONAL AND PERSONNEL PROBLEMS THAT WOULD HAVE A NEGATIVE EFFECT
ON OUR OPERATING RESULTS AND FINANCIAL CONDITION.

         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, OUR OPERATING RESULTS COULD BE NEGATIVELY IMPACTED.

         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 may make selective
acquisitions in the future, primarily of audio, video, and data display,
broadcasting, conferencing and networking systems integrators. These
acquisitions could result in the following risks:

              o   we may issue additional common stock without stockholder
                  approval to finance acquisitions, which would dilute current
                  stockholders and could depress our stock price;

              o   our need for additional financing to fund acquisitions may
                  restrict our business and make us highly leveraged;

              o   any international acquisitions we make could subject us to
                  currency exchange risks, different legal requirements,
                  political and economic risks relating to the stability of
                  foreign governments, difficulties in staffing foreign
                  operations, cultural differences and other similar risks; and

              o   our future financial results may suffer if we are unable to
                  successfully integrate our acquisitions.

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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 full-service office products distributors, other national and regional
computer supply distributors, 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, 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 OPERATING RESULTS COULD BE
NEGATIVELY IMPACTED 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 500 original equipment manufacturers, 40% of our product
purchases in the year ended December 31, 2000 were derived from products
supplied by our ten largest suppliers. In addition, our business is dependent
upon terms provided by our key suppliers, including pricing, credit terms,
product availability and dealer authorizations. While we consider our
relationships with our key suppliers, including Hewlett-Packard, Sharp and
Lexmark 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, credit or volume discount schedules or other
marketing programs applicable to us may have a material adverse effect on our
business.

IF OUR MANAGEMENT INFORMATION SYSTEMS ARE DISRUPTED OR DO NOT WORK AS
ANTICIPATED, WE WILL NOT BE ABLE TO TAKE ORDERS OR SHIP PRODUCTS AND OUR FUTURE
FINANCIAL RESULTS MAY BE ADVERSELY AFFECTED.

         Our operations depend, to a large extent, on our management information
systems. 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:

     o   cause disruptions in our operations;

     o   delay the schedule for integrating recently acquired companies; or

     o   cost more to design, implement or operate than currently budgeted.

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

         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 the
Company, (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 the Company's 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 the Company's common stock. In addition, the Credit Facility prohibits
the payment of dividends and certain repurchases of the common stock.


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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 1,600,000
shares of common stock as of September 30, 2001 representing approximately
9.4% of the outstanding shares of common stock (this is not inclusive of
beneficially owned shares by officers of our subsidiaries). Consequently,
management is in a position to exert significant influence over material
matters relating to our business, including decisions regarding:

     o   the election of our board of directors;

     o   mergers, consolidations or the acquisitions or dispositions of
         assets (in the ordinary course of our business or otherwise);

     o   future issuances of common stock or other securities; and

     o   the declaration and payment of dividends on the common stock.

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


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