Reading International Inc, et al. – ‘SC 13D/A’ on 11/8/99 re: Gish Biomedical Inc – EX-1

On:  Monday, 11/8/99   ·   Accession #:  898430-99-4123   ·   File #:  5-36118

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment #3 to SC 13D                                 5     26K 
 2: EX-1        Agreement Between Avf, Chc and Mr. Bovers              2      9K 

EX-1   —   Agreement Between Avf, Chc and Mr. Bovers

EX-1
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ASSET VALUE FUND LIMITED PARTNERSHIP  
211 PENNBROOK ROAD  
P.O. BOX 97   
FAR HILLS, NEW JERSEY 07931 
908-766-7220  
908-766-4160 Fax  

December 3, 1998  

Via Federal Express and Fax                                                     

Mr. Howard F. Bovers                                                            
Bradford Trading Company                                                        
2855 Ocean Drive                                                                
Suite D-3                                                                       
Vero Beach, Florida 32963                                                       

Dear Howard:                                                                    

 Confirming our conversation earlier this week, this letter confirms the
terms of our working relationship with respect to Gish Biomedical, Inc.         

    We acknowledge that you were instrumental in the successful negotiation of
the purchase of the Heartland Fund Gish position for us and Citadel Holding.    
You have agreed to serve as the representative of Asset Value and Citadel on the
Gish Board, have been elected and have attended your first board meeting.       
Further, you have agreed to study Gish and its prospects and develop and        
implement a plan to increase shareholder value.                                 

    In recognition of the contribution you have made and will continue to make
we have agreed to give you 5% of our net profits (if any), after deducting your 
and our expenses, when and if the Gish position is sold.  We have also agreed   
that you may purchase up to 20,000 shares of Gish for your own account in the   
open market.  You shall have no responsibility for any losses we may incur.     

   James Cotter agreed to these terms in a telephone conversation with me on
Monday, November 30, 1998 on behalf of Citadel.                                 

EX-1
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Mr. Howard F. Bovers                                                            
Bradford Trading Company                                                        
December 3, 1998                                                                
Page 2                                                                          

   Please acknowledge your agreement below.  Complete three copies retaining
one for your files.  Return two to me in the envelope provided and I shall      
forward one to James Cotter.                                                    

                                  Sincerely,

                                                /s/Paul O. Koether
                                             ---------------------
AGREED AND ACCEPTED:                                Paul O. Koether             
                                           for Asset Value

/s/Howard F. Bovers                                                             
-------------------                                                             
Howard F. Bovers                                       /s/James J. Cotter       
                                             ---------------------
                                       James J. Cotter
                                                 for Citadel Holding

cc:  James J. Cotter                                                            
Via Federal Express and Fax                                 

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/8/99							None on these Dates
		12/3/98		1		2
		11/30/98		1
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