<SEQUENCE>5
<FILENAME>exhibit99.3-033102
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                                                                 EXHIBIT 99.3


                                                           BAILES, CRAIG & YON
                                                            ATTORNEYS AT LAW
                                                       SUITE 500 - THE ST. JAMES
                                                             401 TENTH STREET
                                                         POST OFFICE BOX 1926
                                          HUNTINGTON, WEST VIRGINIA  25720-1926



                                                                July 9, 2002




Gerald McDonald, President
Huntington Area Development Council
916 Fifth Avenue, Suite 400
Huntington, WV  25701

                       Re:    Kinetic Park/Uptowner Inns, Inc.


Dear Jerry:

     As I explained this morning in a conversation with Becky and yesterday
in a conversation with Audy Perry, Uptowner Inns, Inc. is willing to agree to
either of two alternatives in an effort to arrive at an agreed upon price in
connection with the purchase of property in Kinetic Park and permit
finalization of a purchase agreement.  The first alternative would involve an
amendment of the proposed agreement to permit Uptowner Inns, Inc. to
construct either:  1) a Holiday Inn Express Hotel & Suites, or 2) a Hilton
Garden Inn or a Courtyard by Marriott hotel.  The decision as to which hotel
would be constructed would be made by Uptowner Inns, Inc. prior to closing.
If the decision is made to construct a Holiday Inn Express Hotel & Suites, the
purchase price would be $350,000 per acre.  If the decision is made to construct
a Hilton Garden Inn or a Courtyard by Marriott hotel the purchase price
would be $300,000.  The price incentive incorporated in this alternative for
the construction of the more upscale hotel would seem to be consistent
with the views previously expressed by HADCO concerning the Kinetic Park
development.






<PAGE>


Gerald McDonald, President
July 9, 2002
Page 2




     Alternatively, Uptowner Inns, Inc. would agree to an amendment to
the proposed purchase agreement which would provide for the construction
of a Holiday Inn Express Hotel & Suites, Hilton Garden Inn or a Courtyard
by Marriott and a purchase price of $350,000 per acre with the price
being expressly conditioned upon the existence, by January 1, 2003, of a binding
contractual commitment (comparable to the Uptowner Inns, Inc. commitment)
for the construction of a full service restaurant on the Kinetic Park
property which would be operational upon completion of the hotel.  If such
a commitment is not achieved, the purchase price would be reduced
from $350,000 per acre to $300,000 per acre.  The agreement could provide for
the escrow of $125,000 until January 1, 2003, when determination can be made
as to whether a contingency has been satisfied.  We believe it is essential to
the successful operation of any hotel on the property that a full service
restaurant be available to its patrons.

     With either of the above alternatives, we would expect a commitment
that no more than one hotel would be built in the park without the consent of
Uptowner Inns, Inc.

     Based upon our discussions of several days ago, it appears that we
will be able to achieve agreement on the other contractual provisions if we
are able to resolve the purchase price issue.  We would like very much to
conclude this matter in a manner satisfactory to all the parties involved.
We would appreciate your prompt response to the proposals set forth in this
letter.


                                                         Very truly yours,

                                                         /s/   James R. Bailes

                                                         James R. Bailes






JR:/ke
cc:   Audy M. Perry, Jr., Esquire