August 9, 1995
 
 
 Securities and Exchange
 450 5th Street, NW
 Attention:  Filing Desk
 Stop 1-4
 Washington, DC  20549-1004
 
 Gentlemen:
 
 The attached is Form 8-KA, which is an Amendment to the Form 
 8-K filed on August 8, 1995.  This Amendment is Exhibit 1,
 which was mentioned in the Form 8-K.
 
 Please note that we have included the first page of the Form
 8-K filed yesterday for your reference.
 
 Very truly yours,
 
 
 
 Patricia Lampe
 Chief Financial Officer
  
 
 
 
                                                                   
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


                                 FORM 8-K


                              CURRENT REPORT



                    PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934


                      DATE OF REPORT - July 25, 1995
                     (Date of Earliest Event Reported)


                            CHYRON CORPORATION
          (Exact name of registrant as specified in its charter)






      New York       
(State or other jurisdiction
of incorporation)
        1-9014         
(Commission File Number)

11-2117385
(I.R.S. Employer
Identification No.)



5 Hub Drive
Melville, New York 11747
(Address of principal executive offices)
 




Registrant's telephone number, including area code: (516) 845-2000

                                       
















                                                                           
                                                 
   
   
   
                       STOCKHOLDERS' AGREEMENT
   
                   STOCKHOLDERS' AGREEMENT, dated as of
   July 25, 1995, by and among CC ACQUISITION COMPANY A, L.L.C.,
   a Delaware limited liability company ("CCACA"), CC
   ACQUISITION COMPANY B, L.L.C., a Delaware limited liability
   company ("CCACB" and together with CCACA, "CCAC"), WPG
   CORPORATE DEVELOPMENT ASSOCIATES IV, L.P., a Delaware limited
   partnership ("CDA"), WPG CORPORATE DEVELOPMENT ASSOCIATES IV
   (OVERSEAS), L.P., a Cayman Islands exempted limited
   partnership ("CDAO"), WPG ENTERPRISE FUND II, L.P., a
   Delaware limited partnership ("WPGII"), Weiss, Peck & Greer
   Venture Associates III, L.P., a Delaware limited partnership
   ("WPGIII"), Westpool Investment Trust plc, a public limited
   company organized under the laws of England ("WIT"), Lion
   Investments Limited, a limited company organized under the
   laws of England ("Lion"), and CHARLES M. DIKER (such
   individual together with CDA, CDAO, WPGII, WPGIII, WIT and
   Lion, the "New Investor Group").
   
                        W I T N E S S E T H:
   
                   WHEREAS, CCACA, CCACB and Pesa, Inc., a
   Delaware corporation ("Pesa") have entered into a Stock
   Purchase Agreement dated May 26, 1995 for the purchase by
   CCACA and CCACB of 59,414,732 shares of common stock, par
   value $.01 per share (the "Common Stock"), of Chyron
   Corporation, a New York corporation (the "Company"), from
   Pesa (the "Pesa Purchase");
   
                   WHEREAS, CCACA, Sepa Technologies Ltd., Co.,
   a Georgia limited liability company ("Sepa"), and John A.
   Servizio ("Servizio") have entered into a Stock Purchase
   Agreement dated May 26, 1995 for the purchase by CCACA of
   5,000,000 shares of Common Stock and the acquisition by CCACA
   of a right of first refusal with respect to 9,000,000 shares
   of Common Stock from Sepa (the "Sepa Purchase");
   
                   WHEREAS, simultaneous with the execution of
   this Agreement, CCACA, CCACB, Pesa, Sepa, Servizio and the
   New Investor Group have entered into an assignment and
   assumption agreement (the "Assignment and Assumption
   Agreement") with respect to the Pesa Purchase and the Sepa
   Purchase pursuant to which CCACA and CCACB have assigned
   certain of their rights to acquire shares of Common Stock on
   the terms set forth therein;
   
   
                   WHEREAS, the parties hereto wish to enter
   into certain agreements with respect to the Common Stock to
   be Beneficially Owned by them upon consummation of the Pesa
   Purchase, Sepa Purchase and Assignment and Assumption
   Agreement;
   
                   NOW, THEREFORE, in consideration of the
   mutual covenants and agreements herein contained, the parties
   hereto agree as follows:
   
                   1.    Definitions.  As used in this
   Agreement, terms defined in this Agreement, including the
   heading and recitals, shall have their respective assigned
   meanings, and the following capitalized terms shall have the
   meanings ascribed to them below:
   
                   "Affiliate" shall mean (i) in the case of
   any individual stockholder, any Associate of such individual
   or (ii) in the case of any other Person, any Person that
   directly or indirectly through one or more intermediaries,
   controls, is controlled by or under common control with the
   Person in question.  As used herein, "control" shall mean the
   Beneficial Ownership of at least a majority of the equity
   interests of a Person entitling the owner of such interests
   to direct the policies and operations of such Person.
   
                   "Associate" of any Person shall mean any
   spouse (including a former spouse under a legally terminated
   marriage) or descendant (whether natural, step or adopted) of
   such Person (a "Relative") or any trust formed exclusively
   for the benefit of such Person or one or more Relative of
   such Person.
   
                   "Beneficially Own" or "Beneficial Ownership"
   with respect to any securities shall mean having "beneficial
   ownership" of such securities (as determined pursuant to
   Rule 13d3 under the Exchange Act of 1934, as amended),
   including pursuant to any agreement, arrangement or
   understanding, whether or not in writing.
   
                   "Board of Directors" shall mean the Board of
   Directors of the Company.
   
                   "Party" shall mean a Stockholder party to
   this Agreement, including a Permitted Transferee under this
   Agreement.  References herein to any particular Party shall
   include such Party and such Party's Permitted Transferees.
   
                   "Permitted Transferee" shall mean any Person
   to whom a Party transfers shares of Common Stock in
   accordance with the terms of this Agreement, and includes any
   Person to whom a Permitted Transferee (as thus defined) (or
   a Permitted Transferee of a Permitted Transferee) so further
   transfers shares and who is required to, and does, become
   bound by the terms of this Agreement.
   
                   "Person" shall mean any individual,
   corporation, partnership, trust or other entity of any nature
   whatsoever.
   
                   "Securities" shall mean equity securities of
   the Company and options, warrants and other rights to acquire
   equity securities of the Company, and shall include, without
   limitation, the Common Stock.
   
                   "Stockholder" shall mean any Person owning
   beneficially and/or of record any of the shares of the Common
   Stock.
   
                   "Transfer" shall mean any transfer, sale,
   assignment, exchange, mortgage, pledge, hypothecation or
   other disposition of any Common Stock or any interest
   therein.
   
                   2.    Board of Directors.  (a)  Each of the
   Parties agrees to vote or cause to be voted all the shares of
   Common Stock of which such Party is the Beneficial Owner so
   that the Board of Directors shall be constituted to have nine
   members.  Until such date as CCAC ceases to Beneficially Own
   8% of the issued and outstanding shares of Common Stock, CCAC
   shall have the right to nominate three members of the Board
   of Directors (the "CCAC Directors") and each of the Parties
   agrees to vote or cause to be voted all the shares of Common
   Stock of which such Party is the Beneficial Owner in favor of
   such nominees.  Until such date as the New Investor Group
   ceases to Beneficially Own 8% of the issued and outstanding
   shares of Common Stock, (i) CDA, CDAO, WPGII and WPGIII
   (collectively, the "WP Group") shall have the right to
   nominate one member to the Board of Directors, (ii) WIT and
   Lion (collectively, "WIT/Lion") shall have the right to
   nominate one member to the Board of Directors and (iii) the
   WP Group and WIT/Lion shall together have the right to
   nominate one member to the Board of Directors (collectively,
   the "New Investor Group Directors") and each of the Parties
   agrees to vote or cause to be voted all the shares of Common
   Stock of which such Party is the Beneficial Owner in favor of
   such nominees.  With respect to the three members of the
   Board of Directors other than the CCAC Directors and the New
   Investor Group Directors (the "Independent Directors"),
   neither CCAC nor the New Investor Group shall nominate or
   vote the shares of Common Stock of which such Party is the
   Beneficial Owner in favor of the election of any Independent
   Director unless CCAC and the WP Group and WIT/Lion each
   agrees with such nomination or each votes the shares of
   Common Stock of which such Party is the Beneficial Owner in
   favor of such election and CCAC and the WP Group and WIT/Lion
   each shall cause (to the extent permitted under applicable
   laws and to the extent within such Party's control) the
   members of the Board of Directors designated by it not to
   nominate or vote in favor of the election of any Independent
   Director unless the members of the Board of Directors
   designated by the other group agrees with such nomination or
   votes in favor of such election.
   
                   (b)   It is CCAC's and the New Investor
   Group's understanding that as of the date of this Agreement,
   three members of the Board of Directors will have resigned
   from the Board of Directors and the four remaining members of
   the Board of Directors will increase the size of the Board of
   Directors to nine and vote for the election of two of the
   CCAC Directors and all of the New Investor Group Directors. 
   CCAC and the New Investor Group each hereby agrees it shall
   promptly take whatever action necessary to effect the intent
   of this Agreement, including, without limitation, making a
   written request for the Secretary of the Company to call a
   special meeting of the Stockholders to, if necessary,
   (i) elect the CCAC Directors and the New Investor Group
   Directors, (ii) remove any members of the Board of Directors
   who are not agreed to by CCAC and the New Investor Group and
   (iii) elect Independent Directors.  At such meeting of
   Stockholders, CCAC and the New Investor Group each hereby
   agree to vote all of the shares of Common Stock owned or held
   of record by it to effect the intent of the immediately
   preceding sentence and the intent of this Agreement.
   
                   (c)   If either CCAC or the New Investor
   Group shall notify the other of its desire to remove any
   director of the Company previously designated by it, each of
   the other Parties, subject to applicable law and Section 2(e)
   below, shall vote or cause to be voted all of the shares of
   Common Stock of which such Party is the Beneficial Owner so
   as to remove such director.
   
                   (d)   If any director previously designated
   by CCAC or the New Investor Group ceases to serve on the
   Board of Directors (whether by reason of death, resignation,
   removal or otherwise), the party that designated such
   director shall be entitled to designate a successor director
   to fill the vacancy created thereby and each of CCAC and the
   New Investor Group shall, subject to applicable law, cause
   the directors designated by it to vote for such person
   designated to fill such vacancy.
   
                   (e)   Each of the Parties agrees to
   indemnify and hold harmless the Company and each other Party
   from and against any and all losses, claims, damages or
   liabilities (or actions in respect thereof) to which the
   Company and the other Parties, as the case may be, may be
   subject, insofar as such losses, claims, damages or
   liabilities arise out of or are based upon the removal, in
   accordance with the specific provisions of this Section 2, of
   any director previously designated by it pursuant to this
   Section 2, and shall reimburse the Company and the other
   Parties, as the case may be, for any legal or other expenses
   reasonably incurred by the Company and the other Parties, as
   the case may be, in connection with investigating or
   defending any such loss, claim, damage, liability or action.
   
                   (f)   The Parties hereto hereby agree that
   any individual designated as a director of the Company may be
   removed for Cause.  For purposes of this Section 2.2(f),
   "Cause" shall mean the conviction of, or plea of nolo
   contendere to, a felony by such party, or commitment of
   fraud, embezzlement or theft by such party against the
   Company, in each case as reasonably determined by a majority
   vote of the Board of Directors.  No such removal of an
   individual designated pursuant to this Section 2 shall affect
   any of the Parties' rights to designate a different
   individual pursuant to this Section 2.
   
                   3.    Transfers.  (a) Notwithstanding any
   other provisions of this Agreement, each Party shall be
   entitled from time to time, without the consent of any other
   Parties or compliance with any of the procedures specified in
   Section 5 hereof, to Transfer any or all of the shares of
   Common Stock owned by it to any of its Affiliates, any other
   Party or any limited partner of any of the general
   partnerships that is a Party or an Affiliate of a Party, so
   long as such Permitted Transferee agrees in form and
   substance satisfactory to the Parties, to be, and becomes,
   bound by the terms of this Agreement.
    
                   (b)   Each Party agrees that it and its
   Affiliates will not Transfer 10% or more of the outstanding
   shares of Common Stock in one or a series of transactions
   unless (i) such Transfer is in accordance with Section 3(a)
   hereof, (ii) such Transfer is in compliance with the
   procedures specified in Section 5 hereof and such Permitted
   Transferee agrees in form and substance satisfactory to the
   Parties, to be, and becomes, bound by the terms of this
   Agreement or (iii) such Transfer is in connection with any
   offering of Common Stock (x) pursuant to a registration
   statement filed with the Securities and Exchange Commission,
   (y) pursuant to the volume and manner of sale limitations set
   forth in Rule 144 under the Securities Act of 1933, as
   amended (the "Act") or (z) pursuant to Regulation S of the
   Act.
   
                   4.    Effect of Void Transfers.  In the
   event of any purported Transfer of any shares of Common Stock
   in violation of the provisions of this Agreement, such
   purported Transfer shall be void and of no effect.
   
                   5.    Tag-Along Rights.  (a)  Subject to
   Section 5(b) hereof, no later than 20 days prior to the
   proposed date of consummation of a Transfer of any shares of
   Common Stock, the transferring Party shall provide each other
   Party with written notice of the proposed Transfer, including
   the Person to whom it wishes to Transfer shares, the number
   of shares proposed to be Transferred, and the price and other
   material terms and conditions of the proposed Transfer.  Each
   such other Party shall then have the right by notice given no
   later than 10 days following receipt of the 20day notice
   referred to above, and the transferring Party shall afford
   each such other Party the opportunity, to include in such
   Transfer a pro rata portion of the shares of Common Stock
   held by such other Party on the same terms and conditions. 
   The term "pro rata portion" as used above shall be determined
   by multiplying the number of shares of Common Stock owned by
   a Party at such time by a fraction, the numerator of which is
   equal to the number of shares of Common Stock owned by such
   Party at such time and the denominator of which is the number
   of shares of Common Stock owned by all Parties at such time
   having elected to participate in such Transfer.  If
   necessary, the party initially proposing the Transfer shall
   reduce the number of its shares to be included in the
   Transfer to permit such pro rata participation.  In the event
   any Party elects to sell less than its full pro rata portion,
   the difference shall be allocated among each of the other
   Parties having elected to participate in such Transfer and
   each such other Party shall be entitled to include in such
   Transfer its pro rata portion (calculated excluding such
   difference from the denominator of the fraction referred to
   above) of such difference until no such difference remains.
   
                   (b)   The Tag-Along Rights of the Parties
   shall not pertain or apply to (a) any offering of Common
   Stock by the Parties or their transferees (i) pursuant to a
   registration statement filed with the Securities and Exchange
   Commission or any similar authority outside the United
   States, or (ii) pursuant to the volume and manner of sale
   limitations set forth in Rule 144 under the Securities Act of
   1933, as amended, as in effect on the date thereof,
   (b) pledges of Common Stock which create a mere security
   interest pursuant to a bona fide loan transaction, or to the
   acquisition (by virtue of the exercise of the security
   interest created by such pledge in accordance with its terms)
   or subsequent sale of such Common Stock by the pledgee,
   (c) (i) any transaction for which neither the Transferring
   Party nor its Affiliates or Associates receives any
   consideration, directly or indirectly or (ii) any Transfers
   permitted by the terms of Section 3 hereof.
   
                   6.    Termination.  This Agreement shall
   terminate, and thereby become null and void, on the earlier
   to occur of (i) the tenth anniversary of the date hereof and
   (ii) the date that either CCAC or the New Investor Group
   cease to Beneficially Own at least five percent of the issued
   and outstanding shares of Common Stock, except with respect
   to Section 2(e), which shall survive indefinitely.
                   7.    Representations and Warranties.  Each
   Party hereto represents and warrants as follows:
   
                   (a)   The Person executing and delivering
   this Agreement on behalf of such Party is duly authorized to
   execute and deliver this Agreement on behalf of such Party. 
   This Agreement has been duly executed and delivered by such
   Party and constitutes the legal, valid and binding obligation
   of such Party, enforceable against such Party in accordance
   with the terms hereof.
   
                   (b)   The execution and delivery of this
   Agreement by such Party does not, and the performance by it
   of its obligations under this Agreement will not, violate,
   conflict with or constitute a breach of, or a default under,
   any material agreement or instrument to which such Party is
   a party or which is binding on such Party or the assets of
   such Party, and will not result in the creation of any lien
   on, or security interest in, any of the assets of such Party.
   
                   (c)   It has good and marketable title to
   any shares of Common Stock held by it immediately prior to
   the date of this Agreement, free and clear of any claims,
   liens, encumbrances or security interests whatsoever.
   
                   8.    Miscellaneous.
   
                   (a)   Other Stockholders' Agreements.  None
   of the Parties hereto nor any Permitted Transferees thereof
   have entered into or shall enter into any stockholder
   agreement or arrangement of any kind with any Person with
   respect to voting of the Common Stock or that is otherwise
   inconsistent with the provisions of this Agreement.
   
                   (b)   Amendments.  This Agreement may be
   amended only by a written instrument signed by Parties that
   represent a majority of the issued and outstanding shares
   then Beneficially Owned by each of CCAC and the New Investor
   Group.
   
                   (c)   Successors, Assigns and Transferees. 
   This Agreement shall be binding upon and shall inure to the
   benefit of the Parties hereto and their Permitted
   Transferees, each of which Permitted Transferees shall agree
   in writing to be bound by the terms of this Agreement.
   
                   (d)   Integration.  This Agreement and the
   documents referred to herein or delivered pursuant hereto
   contain the entire understanding of the parties with respect
   to its subject matter.  There are no restrictions,
   agreements, promises, representations, warranties, covenants
   or undertakings with respect to the subject matter hereof
   other than those expressly set forth herein or therein.  This
   Agreement supersedes all prior agreements and understandings
   between the Parties with respect to its subject matter.
   
                   (e)   Notices.  All notices and other
   communications provided for hereunder shall be in writing and
   shall be sent by certified or registered mail, postage
   prepaid and return receipt requested, or by overnight
   courier, telecopier or hand delivery:
   
   If to CCAC:
            
            Michael Wellesley-Wesley 
            c/o Camhy Karlinsky & Stein LLP 
            1740 Broadway 
            New York, New York  10019 
            Attn:  Daniel I. De Wolf, Esq. 
            Telephone:   (212) 977-6600 
            Telecopier:  (212) 977-8389
            
            with a copy to:
            
            Sheldon D. Camhy, Esq. 
            Camhy Karlinsky & Stein LLP 
            1740 Broadway 
            New York, New York  10019 
            Telephone:   (212) 977-6600 
            Telecopier:  (212) 977-8389
            If to the New Investor Group:
            
            WPG Corporate Development Associates IV, L.P. 
            c/o Weiss, Peck & Greer Private Equity Group 
            One New York Plaza 
            New York, NY 10004-1950 Attn:  
            Mr. Wesley W. Lang, Jr. 
            Telephone:   (212) 908-9500 
            Telecopier:  (212) 908-0112
            
            WPG Corporate Development  
            Associates IV (Overseas), L.P. 
            c/o Weiss, Peck & Greer Private Equity Group 
            One New York Plaza 
            New York, NY 10004-1950 
            Attn:  Mr. Wesley W. Lang, Jr. 
            Telephone:   (212) 908-9500 
            Telecopier:  (212) 908-0112
            
            WPG Enterprise Fund II, L.P. 
            555 California Street
            Suite 4760 
            San Francisco, CA 94104 
            Attn:  Mr. Gill Cogan 
            Telephone:   (415) 622-6864 
            Telecopier:  (415) 989-5105
            
            Weiss, Peck & Greer Venture Associates III, L.P.
            555 California Street 
            Suite 4760 
            San Francisco, CA 94104 
            Attn:  Mr. Gill Cogan 
            Telephone:   (415) 622-6864 
            Telecopier:  (415) 989-5105
            
            Westpool Investment Trust plc 
            Carlton House 
            33 Robert Adam Street 
            London W1M5AH 
            Attn:  Mr. Robert A. Rayne 
            Telephone:   011-44-171-935-3555 
            Telecopier:  011-44-171-935-3737
            
            Lion Investments Limited 
            Carlton House 
            33 Robert Adam Street 
            London W1M5AH 
            Attn:  Mr. Robert A. Rayne 
            Telephone:   011-44-171-935-3555 
            Telecopier:  011-44-171-935-3737
            
            Mr. Charles M. Diker 
            Weiss, Peck & Greer, L.L.C. 
            One New York Plaza 
            New York, NY 10004-1950 
            Telephone:   (212) 908-9500 
            Telecopier:  (212) 908-0176
            
            with a copy to:
            
            Dennis J. Friedman, Esq. 
            Chadbourne & Parke 
            30 Rockefeller Plaza 
            New York, New York  10112-0127 
            Telephone:   (212) 508-5100 
            Telecopier:  (212) 541-5369
            
   or to such other address as any of the parties may designate. 
   All such notices and communications shall be deemed to have
   been given or made (i) when delivered by hand, (ii) one
   business day after being sent by overnight courier, or
   (iii) when telecopied, receipt acknowledged.
   
                   (f)   Descriptive Headings.  The headings in
   this Agreement are for convenience of reference only and
   shall not limit or otherwise affect the meaning of the terms
   contained herein.
                   (g)   Severability.  In the event that any
   one or more of the provisions , paragraphs, words, clauses,
   phrases or sentences contained herein, or the application
   thereof in any circumstances, is held invalid, illegal or
   unenforceable in any respect for any reason, the validity,
   legality, and enforceability of any such provision,
   paragraph, word, clause, phrase, or sentence in every other
   respect and of the remaining provisions, paragraphs, words,
   clauses, phrases, or sentences hereof shall not be in any way
   impaired, it being intended that all rights, powers, and
   privileges of the parties hereto shall be enforceable to the
   fullest extent permitted by law.
   
                   (h)   Governing Law.  This Agreement shall
   be governed by and construed and enforced in accordance with
   the laws of the State of New York applicable to contracts
   made and to be performed therein.  The Parties to this hereby
   agree to submit to the non-exclusive jurisdiction of the
   courts of the State of New York in any action or proceeding
   arising out of or relating to this Agreement.
   
                   (i)   Injunctive Relief.  The Parties
   acknowledge and agree that a violation of any of the terms of
   this Agreement will cause the Parties irreparable injury for
   which adequate remedy at law is not available.  Accordingly,
   it is agreed that each Party shall be entitled to an
   injunction, restraining order or other equitable relief to
   prevent breaches of the provisions of this Agreement and to
   enforce specifically the terms and provisions hereof in any
   court of competent jurisdiction in the United States or any
   state thereof, in addition to any other remedy to which they
   may be entitled at law or equity.
   
                   (j)   Counterparts.  This Agreement may be
   executed in any number of counterparts, each of which shall
   be deemed to be an original, but all such counterparts shall
   together constitute one and the same Agreement.
      
                   IN WITNESS WHEREOF, each of the undersigned
   has executed this Agreement or caused this Agreement to be
   executed on its behalf as of the date first written above.
   
                         CC ACQUISITION COMPANY A, L.L.C.
   
                                    By
   :     _________________________  
         
                         
                   Name:            
                         
                   Title:
   
                         CC ACQUISITION COMPANY B, L.L.C.
   
                                    By
   :     _________________________
                         
                   Name:
                         
                   Title:
                         
                         WPG CORPORATE DEVELOPMENT   
                                    ASSOCIATES IV, L.P.
   
                                    By
   :     WPG PRIVATE EQUITY PARTNERS,
         
                         
                   L.P., its general partner
   
                                    By
   :     _________________________  
         
                         
                   Name:            
                         
                   Title: General Partner
   
                         WPG CORPORATE DEVELOPMENT   
                                    ASSOCIATES IV (OVERSEAS),
   L.P.
   
                                    By
   :     WPG CDA IV (OVERSEAS),     
                         
                   LTD., its general partner
   
                         
                   By:_________________________
                         
                         
                         Name:      
                         
                         Title: Director
   
   
   
   
                         WPG ENTERPRISE FUND II, L.P.
   
                                    By: WPG VENTURE PARTNERS
   III,            
                         
                   L.P., its general partner
   
                         
                   By:   
   _________________________        
                                    
                   Name:            
                         
                         Title: General Partner
   
                         WEISS, PECK & GREER VENTURE   
                                    ASSOCIATES III, L.P.
   
                                    By: WPG VENTURE PARTNERS
   III,            
                         
                   L.P., its general partner
   
   
                         
                   By:   
   _________________________        
                                    
                   Name:            
                         
                         Title: General Partner
   
                         WESTPOOL INVESTMENT TRUST PLC
   
                                    By
   :     _________________________
                         
                   Name:            
                         
                   Title:
   
                         LION INVESTMENTS LIMITED
   
                                    By
   :     _________________________  
         
                         
                   Name:            
                         
                   Title:
   
   
                         CHARLES M. DIKER