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     EMPLOYMENT AGREEMENT
     
     THIS AGREEMENT (the "Agreement") is being made this 5th day of June,
     1997 between CHYRON CORPORATION, a New York corporation (the
     "Company"), having its principal offices at 5 Hub Drive, Melville,
     New York 11747, and EDWARD GREBOW ("Grebow") an individual residing
     at 1136 Fifth Avenue, New York 10128.
     
     WITNESSETH:
     
     WHEREAS, the Company desires to employ Grebow as its President and
     Chief Executive Officer, and Grebow desires to become the Company's
     President and Chief Executive Officer, subject to and upon the terms
     and conditions contained herein.
     
     NOW, THEREFORE, in consideration of the mutual premises and
     agreements contained herein, and intending to be legally bound
     hereby, the parties hereto agree as follows:
     
     1.   Nature of Employment; Term of Employment.  The Company hereby
     agrees to employ Grebow and Grebow agrees to serve the Company as
     its President and Chief Executive Officer, upon the terms and
     conditions contained herein, for a term commencing on the date
     Grebow is contractually free under his present employment agreement
     and assumes his duties hereunder but in no event later than July 1,
     1997 (the "Commencement Date") and continuing until the third
     anniversary date of the Commencement Date (the "Initial Termination
     Date").  This Agreement shall automatically renew for a one year
     period (the "Renewal Term") thereafter, unless either party notifies
     the other in writing on or before 90 days prior to the Initial
     Termination Date that it desires not to renew this Agreement for the
     Renewal Term.  The period during which Grebow is employed by the
     Company pursuant to this Agreement (including the Renewal Term)
     shall be referred to herein as the "Employment Term".  In addition,
     the Company agrees to have Grebow appointed as a member of the Board
     of Directors of the Company and each of its subsidiaries, and to
     each of the key committees thereof, except for the Company's Audit
     Committee and Compensation and Stock Option Committee (the
     "Compensation Committee") and to re-nominate him as a Director of
     each of such boards and committees each year for so long as he is
     the Chief Executive Officer of the Company.
     
     2.   Duties and Powers as Employee
     
     (a)  During the Employment Term, Grebow shall be employed by the
     Company as President and Chief Executive Officer, which position is,
     and shall remain at all times during the Employment Term, the senior
     executive officer position of the Company.  Grebow shall devote
     substantially his full working time to his duties as President and
     Chief Executive Officer of the Company.  In performance of his
     duties, Grebow shall report directly to and be subject to the
     direction of the Board of Directors of the Company.  As President
     and Chief Executive Officer, Grebow shall have all the
     responsibilities, duties and authority as are generally associated
     with the position of President and Chief Executive Officer of a
     public company, including full executive power over, and
     responsibility for, managing, directing, and supervising all aspects
     of the business of the Company worldwide and for all merger,
     acquisition, financing transactions, all shareholder relations and
     communications and presiding over all meetings of the Board of
     Directors and shareholders.  The Chief Executive Officer shall also
     be responsible for developing the business plan and objectives of
     the Company and managing the execution of such plan.
     
     (b)  Grebow shall be based and shall carry out his duties from
     primarily a principal executive office of the Company located in
     Melville, New York or another location that is within 35 miles of
     Columbus Circle, New York City, New York.  As President and Chief
     Executive Officer, Grebow will be responsible for managing the
     business activities of the Company worldwide and accordingly, shall
     travel in accordance with the reasonable needs of the business which
     may require him to conduct business for the Company in various
     locations including, without limitation, New York, London, Europe,
     and such other locations as he deems necessary, desirable or
     appropriate.
     
     (c)  The Chief Executive Officer may engage in charitable,
     community and personal business and investment activities and may
     serve as a member of the board of directors of other companies
     (public or private), so long as such activities do not materially
     interfere with the performance of his duties on behalf of  the
     Company, do not have a negative impact on the reputation of the
     Company and such outside directorship for other public companies do
     not exceed two.
     
     3.   Compensation.
     
     (a)  As compensation for his services hereunder, the Company shall
     pay Grebow, during the Employment Term, a salary (the "Base Salary")
     payable in equal semi-monthly installments initially at the annual
     rate of $400,000.  Effective on each anniversary of the Commencement
     Date during the Employment Term, Grebow's Base Salary shall be
     increased to reflect increases in the Urban Consumer Price Index for
     all Urban Consumers for the New York metropolitan area (or any
     successor Consumer Price Index), based on data published by the
     Bureau of Labor Statistics of the United States Department of Labor
     for the period that corresponds with the preceding twelve month
     period. In addition, Grebow shall be eligible for such further
     increases in the Base Salary as may be determined in the sole
     discretion of the Compensation Committee.
     (b)  In addition to the Base Salary, and subject to the discretion
     of the Compensation Committee, Grebow shall receive, as incentive
     compensation, an annual bonus (the "Incentive Bonus") based upon
     achievement of objective targeted performance goals (the "Target
     Goals") determined each year by the Compensation Committee in
     consultation with Grebow.  In the event one hundred percent (100%)
     of the Target Goals are achieved, the Incentive Bonus shall be an
     amount equal to 50% of the Base Salary (the "Target Bonus").  The 
     Target Goals shall be divided into the following categories: (i)
     objective fixed financial criteria (the "Fixed Criteria") which
     shall account for two-thirds of the Target Bonus, and (ii)
     subjective non-financial criteria (the "Subjective Criteria") which 
     shall account for one-third of the Target Bonus.  In the event that
     less than one hundred percent (100%) of the Target Goals are
     achieved, then Grebow shall receive as an Incentive Bonus an amount
     equal to that percentage of the Fixed Criteria achieved multiplied
     by two-thirds of the Target Bonus, and such additional amounts with
     respect to the achievement of particular items included among the
     Subjective Criteria as shall have been established by the
     Compensation Committee in consultation with Grebow each applicable
     year.  The Compensation Committee, in its sole discretion, may
     increase the amounts payable to Grebow as an Incentive Bonus upon
     his exceeding the Target Goals.  The Incentive Bonus shall be paid
     to Grebow within thirty (30) days after completion of the Company's
     annual audit.  For calendar year 1997 and any other year in which
     Grebow is employed for less than 12 months, the Target Goals shall
     be determined and the Incentive Bonus shall be paid on a
     proportional basis for that portion of the year in which Grebow is
     employed by the Company.  Notwithstanding the foregoing, Grebow
     shall be entitled to receive a minimum of $50,000 (the "Guaranteed
     Bonus") for calendar year 1997 and for each year thereafter as an
     Incentive Bonus.
     
     (c)  The Company hereby grants Grebow options (the "Options") to
     purchase 500,000 shares of common stock of the Company, par value
     $.01 per share (the "Common Stock"), with an exercise price equal to
     the closing price for a share of Common Stock as reported on the New
     York Stock Exchange ("NYSE") for the date of this Agreement.  The
     Options shall be treated as incentive stock options to the extent
     permitted by law and the remainder shall be treated as non-incentive
     stock options.  The Options shall vest 1/3 upon the Commencement
     Date, 1/3 on the 12 month anniversary of the Commencement Date and
     the remaining 1/3 on the 24 month anniversary of the Commencement
     Date.  The Options shall have a term of seven (7) years from the
     date of grant.  The Options shall be subject to the terms of the
     Company 1995 Stock Option Plan and shall be memorialized in a stock
     option grant certificate to be issued by the Company.
     
     (d)  The Company also hereby grants Grebow options ("Incentive
     Options") to purchase 200,000 shares of Common Stock with an
     exercise price equal to the closing price for a share of the Common
     Stock as reported on the NYSE for the date of this Agreement.  The
     Incentive Options shall vest upon the sixth anniversary of the
     Commencement Date, provided that Grebow is employed by the Company
     on such date, or on such earlier date as any of the following events
     shall occur: (i) the Incentive Options shall vest as to 100,000
     shares when the average closing price of a share of Common Stock as
     reported by the NYSE for any consecutive 30 trading days during the
     Employment Term is $7.50 or greater; (ii) the remaining Incentive
     Options shall vest when the average closing price of a share of
     Common Stock as reported by the NYSE for any consecutive 30 trading
     days during the Employment Term is $10.00 or greater; or (iii) all
     of the Incentive Options shall vest if the Company's earnings per
     share equal or exceed an aggregate of $.66 from the current
     operations of the Company, excluding (x) any extraordinary items
     that may have increased or decreased such earnings per share, (y)
     the effects of any recapitalization, mergers, acquisitions or stock
     splits, and (z) any impact on earnings from the granting, vesting or
     exercise of options to or by any party, for any four (4) consecutive
     quarterly periods reported by the Company on its Form 10-Q (or Form
     10-K if the period includes a fourth quarter) for such periods
     during the Employment Term.  the Incentive Options shall have a term
     of seven (7) years from the date of grant.  The Incentive Options
     shall be subject to the terms of the Company's 1995 Stock Option
     Plan and shall be memorialized in a stock option grant certificate
     to be issued by the Company.
     
     (e)  Notwithstanding any provision of the Company's 1995 Stock
     Option Plan to the contrary, any unvested portions of the Options
     and Incentive Options shall become immediately and fully vested to
     the extent provided in Section 9 and 10 below.  The Company shall
     maintain the effectiveness of a Registration Statement on Form S-8
     with respect to the shares underlying the Options and Incentive
     Options and shall facilitate a cashless exercise procedure with
     respect to such options.
     
     4.   Expenses; Vacation; Insurance; Other Benefits.
     
     (a)  Grebow shall be entitled to reimbursement for reasonable
     travel and other out-of-pocket expenses reasonably incurred in the
     performance of his duties hereunder, upon submission and approval of
     written statements and bills in accordance with the then regular
     procedures of the Company.  The Company acknowledges that the duties
     of President and Chief Executive Officer will necessitate Grebow
     traveling regularly between New York, London, Europe, the Pacific
     Rim, and other areas where the Company conducts or intends to
     conduct business, and will reimburse Grebow for all costs and
     expenses reasonably incurred in connection therewith, including
     first class airfare.
     
     (b)  Grebow shall entitled to four (4) weeks paid vacation time per
     annum in accordance with the regular procedures of the Company
     governing senior executive officers as determined from time to time
     by the Company's Board of Directors.
     
     (c)  The Company acknowledges that Grebow has a portable flexible
     premium adjustable universal life insurance policy issued by
     Metropolitan Life Insurance company with a $1,102,500 face amount
     and that the premiums on which (currently $9,013) have been paid by
     Grebow's prior employer.  The Company will make the required premium
     payments during the Employment Term on January 2 of each year during
     the Employment Term as follows: an amount not to exceed $15,022 for
     1998; an amount not to exceed $15,773 for 1999; an mount not to
     exceed $16,561 for 2000; and an amount not to exceed $17,399 for
     2001.  The Company shall pay Grebow a gross-up payment necessary to
     cover any federal tax liability he incurs in connection with the
     payment of such premiums by the Company.
     
     (d)  So long as Grebow is employed by the Company, the Company
     shall lease an automobile with a retail purchase price not exceeding
     $40,000 for Grebow's exclusive use.  The Company shall pay for all
     rental, maintenance, operating and insurance costs and taxes for
     such automobile.
     
     (e)  Grebow shall be entitled to participate in all employee
     benefit plans, programs and arrangements of the Company now or
     hereafter made available to senior executives of the Company
     (including, without limitation, each retirement plan, supplemental
     and excess retirement plans, annual and long-term incentive
     compensation plans, stock option and purchase plans, group life
     insurance, accident and death insurance, medical and dental
     insurance, sick leave, pension plans, disability plans and fringe
     benefit plans) on a basis which is no less favorable than is made
     available to any other senior executives of the Company.
     
     (f)  The Company shall provide supplemental nonqualified payments
     to Grebow equal to the difference between (i) those pension benefits
     which Grebow would have received had he remained employed at Morgan
     Guaranty Trust Company ("Morgan") until his normal retirement date
     under the plan in effect on October 1, 1985 and (ii) the sum of
     vested accrued benefits at the date of the termination of his
     employment at Morgan, The Bowery Savings Bank, CBS, Inc. and Tele-TV
     Systems, respectively.  These payments shall only be for the period
     covered by the Employment Term or until the termination of Grebow's
     employment.  Such supplemental payments will be payable at the
     normal retirement date at Morgan in an annuity form or at Grebow's
     election in a comparable lump sum amount at the termination of his
     employment with the Company determined by a mutually acceptable
     actuary or a lump sum payable to a trustee for Grebow's benefit
     under an irrevocable "rabbi trust" arrangement.  The actuary shall
     use the same assumptions in calculating the lump sum as are required
     under Section 417(e) of the Internal Revenue Code of 1986 at the
     time of Grebow's termination of employment.
     
     (g)  The Company shall pay up to $15,000 for the fees and expenses
     of Grebow's counsel incurred in connection with entering into this
     Agreement.
     
     (h)  The Company shall enter into an indemnification agreement with
     Grebow in the form attached hereto and maintain, and Grebow shall be
     covered under, customary and appropriate directors and officers
     insurance policies.  Grebow's rights to such coverage and indemnity
     shall survive and continue following any termination of employment
     as to the period of his employment.
     
     (i)  Grebow has requested insurance disability coverage providing
     for disability payments of 70% of his Base Salary and has a
     personal, portable policy issued by Paul Revere Life Insurance
     Company providing for a portion of such payments.  The Company will
     provide for disability coverage during the Employment Term for 70%
     of Base Salary and make a cash payment to Grebow (including a gross-
     up payment to cover any federal tax liability incurred by Grebow
     upon receiving such amounts) sufficient to pay premiums on Grebow's
     Paul Revere policy and any other policy necessary to assure the 70%
     level of payments.
     
     5.   Representations and Warranties of Employee.  Grebow represents
     and warrants to the Company that (a) as of the Commencement Date,
     Grebow is under no contractual or other obligation which is
     inconsistent with the execution of this Agreement, the performance
     of his duties hereunder, or the other rights of the Company
     hereunder, and (b) Grebow is under no physical or mental disability
     that would hinder his performance of duties under this Agreement.
     
     6.   Non-Competition.
     
     (a)  Grebow agrees that he will not (i) during the period he is
     employed by the Company engage in, or otherwise directly or
     indirectly be employed by, or act as a consultant or lender to, or
     be a director, officer, employee, owner, member or partner of, any
     other business or organization that is or shall then be  competing
     wit the Company, and (ii) for a period of one (1) year after he
     ceases to be employed by the Company directly compete with or be
     engaged in the same business as the Company (collectively,
     "Competing Business"), or be employed by, or act as consultant or
     lender to, or be a director, officer, employee, owner, member or
     partner of any business or organization which, at the time of such
     cessation, is a Competing Business, except that in each case the
     provisions of this Section 6 will not be deemed breached merely
     because (x) Grebow owns not more than five percent (5%) of the
     outstanding common stock of a corporation, if, at the time of its
     acquisition by Grebow, such stock is listed on a national securities
     exchange, is reported on NASDAQ, or is regularly traded in the over-
     the-counter market by a member of a national securities exchange,
     (y) Grebow is  passive investor in any fund in which he has no
     investment discretion, or (z) Grebow is a senior executive at a
     company whose business lines include a Competing Business, provided
     that Grebow has broad management responsibilities of a senior
     executive at such company over overall business operations and is
     not employed to run the Competing Business, and further provided
     that such Competing Business does not constitute more than 20% of
     the revenues of such company.  For example, Grebow would not breach
     this covenant not to compete by virtue of his being employed as a
     senior executive of a company such as SONY Corporation or Phillips
     Corporation, or any affiliate of either, whose business and
     operations include a Competing Business with revenues less than 20%
     of the revenues of the business entity or division of his employer,
     provided that he exercises broad management responsibilities over
     all such businesses and operations of his employer and other
     executives have primary responsibility for the management of any
     such Competing Business.
     
     (b)  It is the intent of the parties to this Agreement that the
     provisions of this Section 6 shall be enforced to the fullest extent
     permissible under the laws and pubic policies applied in each
     jurisdiction in which enforcement is sought.  If any particular
     provisions or portions of this Section 6 shall be adjudicated to be
     invalid or unenforceable, such provisions or portions thereof shall
     be deemed amended to the minimum extent necessary to render such
     provision or portion valid and enforceable, such amendment to apply
     only with respect to the operation of such provisions or portions in
     the particular jurisdiction in which such adjudication is made.
     
     (c)  The parties acknowledge that damages and remedies at law for
     any breach of this Section 6 will be inadequate and that the Company
     shall be entitled to specific performance and other equitable
     remedies (including injunction) and such other relief as a court or
     tribunal may deem appropriate in addition to any other remedies the
     Company may have.
     
     7.   Patents; Copyrights.  Any interest in patents, patent
     applications, inventions, copyrights, developments, and processes
     ("Such Inventions") which Grebow now or hereafter during the period
     he is employed by the Company may own or develop relating to the
     fields in which the Company may then be engaged shall belong to the
     Company; and forthwith upon request of the Company, Grebow shall
     execute all such assignments and other documents and take all such
     other action as the Company may reasonably request in order to vest
     in the Company all his right, title, and interest in and to Such
     Inventions, free and clear of all liens, charges and encumbrances. 
     The Company will reimburse Grebow for any reasonable fees and
     expenses (including fee and expenses of counsel) incurred by Grebow
     in connection with executing such assignments and documents and
     taking any such action at the request of the Company.
     
     8.   Confidential Information. All confidential information which
     Grebow may now possess or may obtain during the Employment Term
     relating to the business of the Company shall not be published,
     disclosed, or made accessible by him to any other person, firm, or
     corporation during the Employment Term or any time thereafter
     without the prior written consent of the Company; provided that the
     foregoing shall not apply to information which is not unique to the
     Company or which is generally known to the industry or the public,
     other than as a result of Grebow's breach of this covenant, and
     shall not preclude Grebow from disclosing any such information to
     the extent such disclosure is required by law, disclosure would in
     the reasonable judgement of Grebow be in the best interest of the
     Company or is reasonably necessary in order to defend Grebow or to
     enforce Grebow's rights under this Agreement in connection with any
     action or proceeding to which the Company or its affiliates is a
     party.  Grebow shall return all tangible evidence of such
     confidential information to the Company prior to or at the
     termination of his employment.
     
     
     9.   Termination.
     
     (a)  If on or after the Commencement Date and prior to the end of
     the first two (2) years of the Employment Term, Grebow is terminated
     by the Company without cause or Grebow resigns for Good Reason, as
     defined below, he shall be entitled to receive his (i) Base Salary
     for a period of eighteen (18) months following the date of
     termination and the monthly pro rata portion of the Guaranteed Bonus
     from the last accrual date of the Guaranteed Bonus, or the
     Commencement Date if the Guaranteed Bonus has not yet accrued,
     through the end of the eighteen (18) month period; this amount shall
     be paid in equal semi-monthly installments during the eighteen (18)
     months following the date of termination; (ii) all Options that have
     not vested as of the date of termination shall immediately vest as
     of such date, and (iii) all Incentive Options shall vest if the
     criteria for vesting set forth in Section 3(d) hereof is achieved at
     any time during the 6 months following the date of termination;
     provided, however, if such criteria for vesting is not met during
     such time, then the Incentive Options which have not vested shall be
     cancelled.  If Grebow is terminated without cause or Grebow resigns
     for Good Reason during the third year of the Employment Term or
     during the Renewal Term, then Grebow shall receive (i) his base
     Salary for a period of (12) months from the date of termination and
     the monthly pro rata portion of the Guaranteed Bonus from the last
     accrual date of the Guaranteed Bonus through the end of the twelve
     (12) month period; this amount shall be paid in equal semi-monthly
     installments during the twelve (12) months following the date of
     termination; (ii) all Options that have not vested as of the date of
     termination shall immediately vest as of such date, and (iii) all
     Incentive Options shall vest if the criteria for vesting set forth
     in Section 3(d) hereof is achieved at any time during the 6 months
     following the date of termination; provided, however, if such
     criteria for vesting is not met during such time, then the Incentive
     Options which have not vested shall be cancelled.  In addition, in
     either case, the Company shall also continue to maintain for Grebow
     all benefits provided under this Agreement for the remaining term of
     the Agreement, and shall pay in a lump sum, within five (5) business
     days following the date of termination (i) any accrued but unpaid
     compensation to the date of termiantion, including any Incentive
     Bonus amount accrued but unpaid in respect of any prior fiscal year,
     and (ii) any previously incurred but unreimbursed business expenses
     and other amounts due under Section 4 of this Agreement.
     
     (b)  Notwithstanding anything herein contained, if on or after the
     date hereof and prior to the end of the Employment Term, Grebow is
     terminated "For Cause" (as defined below) then the Company shall
     have the right to give notice of termination of Grebow's services
     hereunder as of a date to be specified in such notice, and this
     Agreement shall terminate on the date so specified.  Termination
     "For Cause" shall mean that Grebow shall: (i) be convicted of a
     felony crime, (ii) willfully commit any act or willfully omit to
     take any action in bad faith and to the material detriment of the
     Company, (iii) intentionally violate the federal securities laws and
     such violation cannot be corrected and such action was not in the
     advice of the Company's securities counsel, (iv) commit an act of
     active and deliberate dishonesty or fraud against the Company, (v)
     fail to follow a reasonable instruction of the Board of Directors
     which results in a material detriment to the Company, or (vi)
     willfully breach any material term of this Agreement and fail to
     correct such breach within ten (10) days after receipt of written
     notice thereof.  In the event that this Agreement is terminated "For
     Cause", then Grebow shall be entitled to receive an amount, payable
     in a lump sum within 5 business days following from the date of
     termination, equal to the sum of (i) any accrued but unpaid
     compensation to the date of termination, including any Incentive
     Bonus amount accrued but unpaid with respect of any prior fiscal
     year, (ii) a monthly pro rata portion of the Guaranteed Bonus from
     the last accrual date of the Guaranteed Bonus, or the Commencement
     Date if the Guaranteed Bonus has not yet accrued, through the date
     of termination, and (iii) any previously incurred but unreimbursed
     business expenses and other amounts due under Section 4 of this
     Agreement through the date of termination.  All Options and
     Incentive Options which have not vested as of the date of
     termination shall be cancelled.
     
     (c)  In the event that Grebow shall be physically or mentally
     incapacitated or disabled or otherwise unable fully to discharge his
     duties hereunder for a period of six (6) consecutive months, then
     this Agreement shall terminate upon thirty (30) days' written notice
     to Grebow, and no further compensation shall be payable to Grebow,
     except that Grebow shall be entitled to receive an amount, payable
     in a lump sum payment within five (5) business days following the
     date of termination, equal to the sum of (i) any accrued but unpaid
     compensation to the date of such termination, including any
     Incentive Bonus amount accrued but unpaid in respect of any prior
     fiscal year, (ii) a monthly pro rata portion of the Guaranteed Bonus
     from the last accrual date of the Guaranteed Bonus, or the
     Commencement Date if the Guaranteed Bonus has not yet accrued,
     through the date of termination, and (iii) any previously incurred
     but unreimbursed business expenses and other amounts due under
     Section 4 of this Agreement through the date of termination.  The
     Options which have not vested by the date of termination shall vest
     on a pro rata basis equal to 13,888 shares for each month elapsed
     since the last vesting date of the Options through the date of
     termination.  The Incentive Options which have not vested as of the
     date of termination shall vest if the criteria for vesting set forth
     in Section 3(d) hereof is achieved at any time during the 30 days
     following the dae of termination; if such criteria for vesting is
     not met during such time period, then the Incentive Options which
     have not vested shall be cancelled.  Grebow shall also be entitled
     following such termination to receive payments provided under the
     disability program and insurance policies required under Section
     4(i) hereof.
     
     (d)  In the event that Grebow shall die, then this Agreement shall
     terminate on the date of Grebow's death, Grebow's estate shall be
     entitled to receive hereunder an amount payable in a lump sum within
     five (5) business days following the date of termination, equal to
     the sum of (i) any accrued but unpaid compensation to the date of
     termination, including any Incentive Bonus amount accrued but unpaid
     in respect of any prior fiscal year, (ii) a monthly pro rata portion
     of the Guaranteed Bonus from the last accrual date of the Guaranteed
     Bonus, or the Commencement Date if the Guaranteed Bonus has not yet
     accrued, through the date of termination, and (iii) any previously
     incurred but unreimbursed business expenses and other amounts due
     under Section 4 of this Agreement through the date of termination. 
     In addition, Grebow's estate shall receive the Base Salary for one
     year following the date of termination, which shall be paid in equal
     semi-monthly installments during the one year following the date of
     termination.  Grebow's family shall be entitled to continued
     participation in the Company's group health plans on the same basis
     made available to Grebow's family hereunder during his lifetime for
     a period of one year from the date of termination.  The Options
     which have not vested by the date of termination shall vest on a pro
     rata basis equal to 13,888 shares for each month elapsed since the
     last vesting date of the Options through the date of termination. 
     The Incentive Options which have not vested as of the date of
     termination shall vest if the criteria for vesting set forth in
     Section 3(d) hereof is achieved at any time during the 30 days
     following the date of termination; if such criteria for vesting is
     not met during such time period, then the Incentive Options which
     have not vested shall be cancelled.
     
     (e)  In the event Grebow desires to resign voluntarily as President
     and Chief Executive Officer, Grebow covenants to provide the Company
     with not less than 90 days' written notice of any such voluntary
     resignation; and further Grebow covenants to cooperate in good faith
     fully in order to facilitate a smooth transfer of authority during
     the period from notice of resignation to the date of termination. 
     In the event that this Agreement is terminated pursuant to this
     Section 9(e), then Grebow shall be entitled to receive an amount,
     payable in a lump sum within five (5) business days following the
     date of termination, equal to the sum of (i) any accrued but unpaid
     compensation, including any Incentive Bonus amount accrued but
     unpaid in respect of any prior fiscal year, to the date of
     termination, (ii) a monthly pro rata portion of the Guaranteed Bonus
     from the last accrual date of the Guaranteed Bonus, or the
     Commencement Date if the Guaranteed Bonus has not yet accrued,
     through the date of termination, and (ii) any previously incurred
     but unreimbursed business expenses and other amounts due under
     Section 4 of this Agreement through the date of termination.  All
     Options and Incentive Options that have not vested as of such date
     shall be cancelled.
     
     (f)  If Grebow's employment with the Company shall terminate as a
     result of the Company's election not to extend the Employment Term
     as provided for Section 1 hereof or the Renewal Term expires without
     the Company and Grebow having entered into a new agreement for his
     employment after the Renewal Term at least ninety (90) days prior to
     the end of the Renewal Term, Grebow shall be entitled to receive an
     amount, payable in a lump sum within five (5) business days
     following the date of termination, equal to the sum of (i) any 
     accrued but unpaid compensation to the date of termination,
     including any Incentive Bonus amount accrued but unpaid in respect
     of a prior fiscal year, (ii) any previously incurred but
     unreimbursed business expenses and other amounts due under Section
     4 of this Agreement though the date of termination and (iii) one
     month's Base Salary for each year of service to the Company.  In
     addition, for a period following such termination date ending on the
     earlier of the date of commencement of his employment by another
     employer or one year from the end of the Employment Term, Grebow
     shall be entitled to continued life insurance, disability and group
     health plan coverage, but not any supplemental pension benefits, on
     the same basis made available hereunder during the Employment Term.
     
     (g)  For purposes of this Agreement, "Good Reason" shall mean any
     material breach by the Company of its obligations hereunder which
     are not cured within 10 days following the Company's receipt of
     written notice from Grebow detailing such breach.  The parties agree
     that a material breach shall include, but not be limited to, (i) any
     reduction in Grebow's duties, authority, status, reporting
     relationship or responsibilities (whether or not accompanied by a
     change in title), (ii) any reduction in, or failure to pay, any
     compensation or other benefit payable to or provided for Grebow
     hereunder, and (iii) any requirement that Grebow's principal place
     of employment be other than at the Company's principal executive
     offices in Melville, NY or if the Company's principal executive
     offices are relocated more than 35 miles from Columbus Circle, New
     York, New York.
     
     (h)  Grebow shall not be required to mitigate amounts payable
     pursuant to this Section 9 hereof by seeking other employment or
     otherwise and  the amounts payable to Grebow hereunder in connection
     with his termination of employment shall not be reduced by amounts
     earned by, or paid to, Grebow following his termination of
     employment, except to the extent certain benefits terminate upon re-
     employment as provided in Section 9(f) above.
     
     10.  Change-of-Control.
     
     (a)  In the event there is a Change-of-Control of the Company, as
     defined below, all payments to be paid under this Agreement, both
     those accrued and unpaid and those to accrue over the remainder of
     the Employment Term, shall accelerate and become immediately due and
     payable to Grebow and all Options and Incentive Options that have
     not vested shall immediately vest.  "Change-of-Control" shall mean:
     
     (i)  any "person" as such term is used in Section 3(d) and 14(d) of
     the Securities Exchange Act of 1934 (the "Exchange Act") (other than
     a current stockholder that owns 5% or more of the Company's
     outstanding common stock or an affiliate of such 5% or greater
     stockholder (collectively, the "Controlling Shareholders") and other
     than the Company, any trustee, or other fiduciary holding securities
     under any employee benefit plan of the Company) becomes the
     "beneficial owner" (as defined in Rule 13d-3 under the Exchange
     Act), directly or indirectly, of securities of the Company
     representing 50% or more of the combined voting power of the
     Company's then outstanding securities, or the Controlling
     Shareholders collectively increase their ownership from the current
     level to more than 75% of the combined voting power of the Company's
     then outstanding securities;
     
     (ii) the stockholders of the Company approve a merger or
     consolidation of the Company with any other corporation, other than
     a merger or consolidation which would result in the voting
     securities of the Company outstanding immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into voting securities of the surviving entity) more than
     50% of the combined voting power of the voting securities of the
     Company or such surviving entity outstanding immediately after such
     merger or consolidation;
     
     (iii)  the stockholders of the Company approve a plan of complete
     liquidation of the Company or an agreement for the sale or
     disposition by the Company of, or the Company sells or disposes of,
     all or substantially all of the Company's assets;
     
     (iv) the Company becomes a privately-held company without Grebow's
     prior approval; or
     
     (v)  the securities of the Company are no longer regularly traded
     on a national securities exchange, the Nasdaq National Market System
     or the Nasdaq SmallCap Market as a result of any event or
     circumstance over which Grebow has no control or as to which Grebow
     has not given his prior approval.
     
     (b)  If any amount payable or other benefit receivable by Grebow
     hereunder or under any other agreement or arrangement with the
     Company or its affiliates is deemed to constitute a "Parachute
     Payment" (which, for this purpose, shall mean any payment deemed to 
     constitute a "Parachute Payment" as defined in section 280G of the
     Internal Revenue Code of 1986 (the "Code"), alone or when added to
     any other amount payable or paid to or other benefit receivable or
     received by Grebow which is deemed to constitute the Parachute
     Payment, and would result in the imposition on Grebow of an excise
     tax under section 4999 of the Code or any successor statute or
     regulation, then, in addition to any other benefits to which Grebow
     is entitled under this Agreement, Grebow shall be paid by the
     Company an amount (the "Gross-Up Amount") in cash equal to the sum
     of the excise taxes (and any associated interest and penalties)
     payable by Grebow by reason of receiving the Parachute Payments plus
     the amount necessary to put Grebow in the same after-tax position s
     if no such excise taxes, interest and penalties under section 280G
     of the Code had been imposed with respect to the Parachute Payment. 
     Whether a payment or benefit results in the imposition of an excise
     tax and the amount of any payment under this Section 10(b) shall be
     determined by a nationally recognized certified public accounting
     firm designated by the Company.  All fees and expenses of such
     accounting firm shall be paid by the Company.  Payment of the Gross-
     Up Amount shall be made when any such amount is required to be paid
     to the Internal Revenue Service or other appropriate taxing
     authority.
     
     11.  Survival.  The covenants, agreements, representations, and
     warranties contained in or made pursuant to this Agreement shall
     survive Grebow's termination of employment, irrespective of any
     investigation made by or on behalf of any party.
     
     12.  Modification.  This Agreement sets forth the entire
     understanding of the parties with respect to the subject matter
     hereof, supersedes all existing agreements between them concerning
     such subject matter, and may be modified only by a written
     instrument duly executed by each party.
     
     13.  Notices.  Any notice or other communication required or
     permitted to be given hereunder shall be in writing and shall be
     mailed by certified mail, return receipt requested, or delivered
     against receipt to the party to whom it is to be given at the
     address of such party set forth in the preamble to this Agreement
     (or to such other address as the party shall have finished in
     writing in accordance with the provisions of this Section 13). 
     Notice to the estate of Grebow shall be sufficient if addressed to
     Grebow as provided in this Section 13.  Any notice or other
     communications given by certified mail shall be deemed given at the
     time of certification thereof, except for a notice changing a
     party's address which shall be deemed given at the time of receipt
     thereof.
     
     14.  Legal Fees.  In the event a dispute arises between the Company
     and Grebow which is resolved either through arbitration or the
     judicial process, then the court or the arbitration panel may award
     to the winning party such party's reasonable attorneys' fees and
     expenses incurred in connection with the dispute from the losing
     party.
     
     15.  Waiver.  Any waiver by either party of a breach of any
     provision of this Agreement shall not operate as or be construed to
     be a waiver of any other breach of such provision of this Agreement. 
     The failure of a party to insist upon strict adherence to any term
     of this Agreement on one or more occasions shall not be considered
     a waive or deprive that party of the right thereafter to insist upon
     strict adherence to that term or any other term of this Agreement. 
     Any waiver must be in writing.
     
     16.  Binding Effect.  Grebow's rights and obligations under this
     Agreement shall not be transferable by assignment or otherwise, such
     rights shall not be subject to encumbrance or the claims of Grebow's
     creditors, and any attempt to do any of the foregoing shall be void. 
     The provisions of this Agreement shall be binding upon and inure to
     the benefit of Grebow and his heirs and personal representatives,
     and shall be binding upon and inure to the benefits of the Company
     and its successors and its assigns.
     
     17.  Headings.  The headings in this Agreement are solely for the
     convenience of reference and shall be given no effect in the
     construction or interpretation of this Agreement.
     
     18.  Counterparts; Governing Law.  This Agreement may be executed
     in any number of counterparts (and by facsimile), each of which
     shall be deemed an original, but all of which together shall
     constitute one and the same instrument.  It shall be governed by,
     and construed in accordance with, the laws of the State of New York,
     without giving effect to the rules governing the conflicts of laws.
     
     19.  Disclosure.  The Company shall provide Grebow with a
     reasonable opportunity to review any press release concerning his
     joining the Company and the parties shall jointly decide when to
     release such announcement, subject to advise of counsel.
     
     IN WITNESS WHEREOF, the parties have duly executed this Agreement as
     of the date first written above.
     
     
     CHYRON CORPORATION
     
     
     /s/    Michael Wellesley-Wesley
     Name:  Michael Wellesley-Wesley
     Title: Chairman
     
     
     /s/ Edward Grebow
         Edward Grebow
     
     
     
     

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