Exhibit 99.3 September 8, 1998 Mr. Donald T. Zimmerman 2564 Handasyde Avenue Cincinnati, OH 45208 Dear Tim, This will confirm our agreement to replace Section 3 A (ii) of your Employment Agreement dated September 30, 1997 with the following: "As...

                                                      Exhibit 99.3




September 8, 1998



Xx. Xxxxxx X. Xxxxxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000



Dear Xxx,

This will confirm our agreement to replace Section 3 A (ii) of
your Employment Agreement dated September 30, 1997 with the
following:

"As additional compensation and consideration for entering into
this Agreement, the Employer shall grant to the Employee a non-
qualified stock option award with immediate vesting pursuant to
the United Xxxxxxx Corporation 1998 Long-Term Incentive Plan
("1998 LTIP") to purchase 400,000 shares of common stock of
Employer with an exercise price equal to the fair market value of
the common stock utilizing the rules defined by Section 7(h) of
the 1998 LTIP."

Sincerely,

UNITED XXXXXXX CORPORATION



By: /s/ X.X. Xxxxx
        X.X. Xxxxx, CEO


Agreed:

/s/ Xxxxxx X. Xxxxxxxxx
    Xxxxxx X. Xxxxxxxxx