PERSONAL AND CONFIDENTIAL
                                                                   EXHIBIT 10.37


October 28, 1999



Mr. James J. Cotter
Chairman & CEO
Craig Corporation


This memo will set out the details of the job offer discussed between us in our
meetings of October 21 and October 27, 1999.

Position Description:  CFO Craig Corporation
                       CFO Citadel Holding Corporation
                       CAO Reading Entertainment, Inc.

Reporting To:          James J. Cotter, Chairman & CEO

Main Responsibilities: All financial and administrative functions for the above
                       mentioned three (3) Companies with reporting lines from
                       all finance/accounting Managers in the various
                       subsidiaries.

Salary:                Base salary $180,000/annum

Bonus:                 Unconditional - 12,0000/annum

                       Conditional - 25% of base salary.
                       In the first year, conditional bonus will be conditioned
                       on the successful transfer of the finance group from
                       Philadelphia to California.

                       Signing Bonus - $40,0000 payable on starting date.


Interest Free Loan:    $33,000 payable on starting date.  This amount will be
                       repaid on the date of my leaving Craig Corporation
                       employment, at which time a $50,000 leaving bonus will be
                       paid to offset the loan.


James J. Cotter
Craig Corporation
October 28, 1999
Page 2



Leaving Bonus:         In the event of termination of employment for other than
                       unlawful causes, a 6-month base salary will be paid.

Stock Options:         30,000 stock options from Craig Corporation.
                       30,000 stock options from Citadel Holding Corporation.

                       The above stock options will be deeded to me on the
                       starting date. These 60,000 stock options will vest in
                       the following manner:

                       -  30,000 shares at the end of 12 months from start of
                          employment.
                       -  10,000 shares at the end of 24 months from start of
                          employment.
                       -  10,000 shares at the end of 36 months from start of
                          employment.
                       -  10,000 shares at the end of 48 months from start of
                          employment.

Company Car:           A company car will be available for this position valued
                       at $1000/month for the total package.

401K Contribution:     The Company will contribute a matching amount of 3% of
                       total pay (salary & unconditional and conditional bonus)
                       into the 401K Plan.

Vacation:              Official vacation of 2 weeks/annum.
                       3 weeks after 5 years, however, flexibility will be
                       available at the discretion of the Chairman/CEO.

Medical:               Benefits to be the same as currently being enjoyed under
                       the Beckman Coulter, Inc. Plan for medical, dental and
                       vision and will be reimbursed by the Company.

Incidentals:           Parking fees will be paid by the Company.
                       Cellular phone and internet connection at home will be
                       paid by the Company.
                       Normal business expenses will be reimbursed.

Starting date:         ASAP


James J. Cotter
Craig Corporation
October 28, 1999
Page 3



Based on the above, if this is acceptable to you, can you please sign and refax
back to me at (714) 508-5726.



ACCEPTED:                 ________________________________
                          James J. Cotter
                          Chairman and CEO



Best regards,



Andrzej Matyczynski