EXHIBIT 99.3

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MCSi, Inc.as the Borrower

And

THE FINANCIAL INSTITUTIONS NAMED HEREINas Lenders

NATIONAL CITY BANKas a Lender and as Documentation Agent

PNC BANK, NATIONAL ASSOCIATIONas a Lender, the Swing Line Lender
a Letter of Credit Issuer
and as Administrative Agent

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AMENDMENT NO. 15
dated as of
June 28, 2002
to
AMENDED AND RESTATED CREDIT AGREEMENT
dated as of
December 1, 1998

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AMENDMENT NO. 15  to  AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 15 TO AMENDED AND RESTATED CREDIT AGREEMENT, is dated as of June 28, 2002
("this Amendment") by and among:



NOW, THEREFORE, the parties hereby agree as follows:

1.1  Permitted Acquisitions. Effective on the Amendment Effective Date, Section 9.2(c) of the Credit Agreement is hereby amended and restated
as follows:



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1.2  Investment Covenant. Effective on the Amendment Effective Date, Section 9.5 of the Credit Agreement is hereby amended to add the following
new subsection (t) thereto:



1.3  Amendment Fee. As consideration for the amendments and waivers set forth in this Amendment, the Borrower will pay to the Administrative Agent,
for thepro ratadistribution among those Lenders signatory hereto, an amendment fee at the rate of 20.00 basis points, calculated on the aggregate
amount of the General Revolving Commitments in effect on Amendment Effective Date.



The Borrower has informed the Administrative Agent and the Lenders that on June 28, 2002, the Borrower intends to sell certain assets of the Borrower and
its Subsidiaries relating to the computer technology product line of the Borrower to MCPc, Inc., an Ohio corporation ("MCPc") on the terms and
conditions set forth in the Asset Purchase Agreement (the "Asset Purchase Agreement") between the Borrower and MCPc, dated as of April 28, 2002
(the "Computer Technology Disposition"). Pursuant to Section 9.2(d) of the Credit Agreement, the Borrower is not permitted to consummate any
Asset Sale unless, among other things, (i) at least 90% of the consideration received by the Borrower in connection with such Asset Sale consists of cash, and (ii) upon receipt of the
proceeds of such Asset Sale, the Borrower applies such proceeds as a prepayment of the Loans in accordance with Section 5.2(d) of the Credit Agreement (the foregoing conditions set forth in
(i) and (ii) hereof shall be referred to herein as the "Asset Sale Conditions"). The Borrower has requested that the Administrative Agent
and the Lenders waive the applicability of the Asset Sale Conditions in connection with the Computer Technology Disposition. The Administrative Agent and the Lenders, by signing below, hereby waive
the Asset Sale Conditions solely as they relate to the Computer Technology Disposition provided that (i) the Computer Technology Disposition is consummated on or before June 28, 2002 on
the terms and conditions set forth in the Asset Purchase Agreement as provided to the Administrative Agent and the Lenders and in effect on the date hereof, (ii) except as specifically set
forth in this Amendment, the Borrower shall comply with all of the other requirements of Section 9.2(d) and elsewhere in the Credit Agreement with respect to the Computer Technology
Disposition, and (iii) after giving effect this Amendment no Default or Event of Default will exist both

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prior to and immediately after the Computer Technology Disposition. In connection with the foregoing, each Lender, by signing below, hereby authorizes the Administrative Agent and the Collateral
Agent to execute and deliver such UCC releases or other documents or instruments as the Administrative Agent or the Collateral Agent deem necessary or appropriate to give effect to the Computer
Technology Disposition.



The Borrower represents and warrants to the Lenders and the Administrative Agent as follows:

3.1  Authorization, Validity and Binding Effect.This Amendment has been duly authorized by all necessary corporate action on the part of the
Borrower, has been duly executed and delivered by a duly authorized officer or officers of the Borrower, and constitutes the valid and binding agreement of the Borrower, enforceable against the
Borrower in accordance with its terms.

3.2  Representations and Warranties True and Correct.The representations and warranties of the Borrower contained in the Credit Agreement, as
amended
hereby, are true and correct on and as of the date hereof as though made on and as of the date hereof, except to the extent that such
representations and warranties expressly relate to a specified date, in which case such representations and warranties are hereby reaffirmed as true and correct when made.

3.3  No Event of Default, etc.After giving effect to this Amendment, no condition or event has occurred or exists which constitutes or which, after
notice or lapse of time or both, would constitute an Event of Default.

3.4  Compliance.The Borrower is in full compliance with all covenants and agreements contained in the Credit Agreement, as amended hereby.

3.5  Recent Financial Statements.The Borrower has furnished to the Lenders and the Administrative Agent complete and correct copies of the
unaudited
condensed consolidated balance sheet of the Borrower and its consolidated subsidiaries as of March 31, 2002, and the related unaudited condensed consolidated statements of income and of cash
flows of the Borrower and its consolidated subsidiaries for the fiscal period then ended, as contained in the Form 10-Q Quarterly Report of the Borrower filed with the SEC. All such
financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the Borrower and its consolidated
subsidiaries as of the date indicated and the consolidated results of their operations and cash flows for the period indicated, subject to normal audit adjustments, none of which will involve a
Material Adverse Effect.

3.6  No Claims, etc.The Borrower does not have any claim or offset against, or defense or counterclaim to, any of its obligations or liabilities
under the Credit Agreement or any other Credit Document.



This Amendment shall become effective on the date first written above (the "Amendment Effective Date"), subject to
the satisfaction of the following conditions on or before such date:



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Subject
to satisfaction of the foregoing conditions, the Administrative Agent shall notify the Borrower and each Lender in writing of the effectiveness hereof.



The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement, and
except as expressly modified and
superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect.



6.1  Successors and Assigns.This Amendment shall be binding upon and inure to the benefit of the Borrower, each Lender and the Administrative Agent
and their respective permitted successors and assigns.

6.2  Survival of Representations and Warranties.All representations and warranties made in this Amendment shall survive the execution and delivery
of
this Amendment, and no investigation by the Administrative Agent or any Lender or any subsequent Loan or issuance of a Letter of Credit shall affect the representations and warranties or the right of
the Administrative Agent or any Lender to rely upon them.

6.3  Reference to Credit Agreement.The Credit Agreement and any and all other agreements, instruments or documentation now or hereafter executed
and
delivered pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference therein to the Credit Agreement shall mean a reference to the Credit Agreement as
amended hereby.

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6.4  Expenses.As provided in the Credit Agreement, but without limiting any terms or provisions thereof, the Borrower agrees to pay on demand all
costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation, and execution of this Amendment, including without limitation the costs and fees of the
Administrative Agent's special legal counsel, regardless of whether this Amendment becomes effective in accordance with the terms hereof, and all costs and expenses incurred by the Administrative
Agent or any Lender in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby.

6.5  Severability.Any term or provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be confined to the term or provision so held to be invalid or unenforceable.

6.6  Applicable Law.This Amendment shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts
of laws provisions.

6.7  Headings.The headings, captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of
this
Amendment.

6.8  Entire Agreement.This Amendment is specifically limited to the matters expressly set forth herein. This Amendment and all other instruments,
agreements and documentation executed and delivered in connection with this Amendment embody the final, entire agreement among the parties hereto with respect to the subject matter hereof and
supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the matters covered by this Amendment, and may not be contradicted or
varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto relating to the subject matter
hereof or any other subject matter relating to the Credit Agreement.

6.9  Waiver of Claims.The Borrower, by signing below, hereby waives and releases Administrative Agent and each of the Lenders and their respective
directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which Borrower is aware, such waiver and release being with full
knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

6.10 Counterparts.This Amendment may be executed by the parties hereto separately in one or more counterparts and by facsimile signature, each of
which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement.

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6.11 JURY TRIAL WAIVER. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF
OR RELATING TO THIS AMENDMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

|MCSi, Inc.,
a Maryland corporation which is the successor by merger to Miami Computer Supply Corporation, an Ohio corporation |  | PNC BANK, NATIONAL ASSOCIATION,
individually as a Lender, a Letter of Credit Issuer, the Swing Line Lender and as Administrative Agent
|----------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------
|By:                                                                                                                           |  | /s/IRA STANLEYVice President-Chief Financial Officer                                                                                  
|NATIONAL CITY BANK,
individually as a Lender and as Documentation Agent                                                       |  | FIRSTAR BANK, N.A.                                                                                                                    
|By:                                                                                                                           |  | /s/ILLEGIBLETitle:                                                                                                                    
|KEY CORPORATE CAPITAL INC.                                                                                                    |  | THE HUNTINGTON NATIONAL BANK                                                                                                          
|By:                                                                                                                           |  | /s/ILLEGIBLETitle:                                                                                                                    
|BANK ONE, INDIANA, N. A.                                                                                                      |  | THE PROVIDENT BANK                                                                                                                    
|By:                                                                                                                           |  | /s/ILLEGIBLETitle:                                                                                                                    

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ACKNOWLEDGMENT AND CONSENT

Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing Amendment No. 15 to Amended and Restated Credit Agreement (the
"Amendment"). The undersigned specifically agrees to the waivers set forth in such agreement, including, but not limited to, the jury trial waiver. Each
of the undersigned further agrees that the obligations of the undersigned pursuant to the Amended and Restated Subsidiary Guaranty executed by the undersigned shall remain in full force and effect and
be unaffected hereby.

Each
of the undersigned hereby waives and releases the Administrative Agent and the Lenders and the directors, officers, employees, attorneys, affiliates and subsidiaries of the
Administrative Agent and the Lenders from any and all claims, offsets, defenses and counterclaims of which the undersigned is aware, such waiver and release being with full knowledge and understanding
of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Acknowledgment and Consent as of the date of the
Amendment referred to herein.

|Diversified Data Products, Inc.
Computer Showcase, Inc.
Midwest Visual Equipment Co., Inc. |  | Consolidated Media Systems, Inc.
Technical Industries, Inc.
C&G Marketing, Inc.
Fairview-AFX, Inc.
|------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------
|By:                                                                                        |  | /s/MICHAEL E. PEPPELMichael E. Peppel, an officer                                                 

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