8% SUBORDINATED CONVERTIBLE DEBENTURE
  DUE DECEMBER 31, 2003
  
  CHYRON CORPORATION
  
  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE SUBJECT
  TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE.  THE
  SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
  DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
  ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE
  COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY
  BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.
  
  
  Melville, New York
  $
  No.
  December 31, 1998
  
  
  FOR VALUE RECEIVED, the undersigned, CHYRON CORPORATION, a New York
  corporation (the "Company"), hereby promises to pay to           or its
  permitted assigns (the "Holder") the principal sum of      Dollars ($    ),
  together with interest thereon at the rate provided herein, and payable on
  the terms set forth below.  This Debenture is one of an issue of Debentures
  of the Company designated as its 8% Subordinated Convertible Debentures Due
  December 31, 2003 (the "Debentures").
  
  SECTION 1.  INTEREST; PAYMENT OF INTEREST AND PRINCIPAL.
  
  1.1  Interest.  This Debenture shall bear interest on the outstanding
  principal amount from the date hereof (the "Issue Date"), until this
  Debenture is converted, exchanged, redeemed or paid in full, at an annual
  rate of 8% (computed on the basis of a 365-day year) (the "Interest Rate"). 
  Interest on this Debenture shall be payable quarterly or the first day of
  each April, July, October, and January commencing April 1, 1999, or upon
  conversion, exchange, redemption or at maturity of this Debenture, whichever
  occurs first.
  
  1.2  Principal.  The principal on this Debenture shall be paid upon 
  maturity of this Debenture, unless it has been converted, exchanged, or
  redeemed in accordance with its terms prior thereto.
  
  1.3  Maturity.  All principal and unpaid interest on this Debenture shall
  be due on December 31, 2003 (the "Maturity Date").
  
  1.4  Manner of Payment.  All payments of principal and interest shall be
  made in lawful money of the United States of America at the time of any such
  payment either by wire transfer to the account designated by the Holder for
  such purpose or by check mailed to the Holder at the address shown in the
  register maintained by the Company for such purpose, at the option of the
  Holder.
  
  1.5  Subordination.  
  
  (a)  Upon any distribution of assets of the Company in connection with any
  dissolution, winding-up or liquidation of the Company (whether or not in
  bankruptcy, insolvency or receivership proceedings or upon an assignment for
  the benefit of creditors) or any other marshaling of the assets and
  liabilities of the Company or upon the reorganization of the Company, the
  holders of Senior Indebtedness (as hereinafter defined) shall first be
  entitled to receive payment in full in money or money's worth, in accordance
  with the terms of such Senior Indebtedness, of all sums due in respect
  thereto, before the Holder shall be entitled to receive from the Company any
  payment hereunder and, upon such dissolution, winding-up, liquidation,
  marshaling of assets or reorganization, any payment from the Company to
  which the Holder would otherwise be entitled, except for the provisions
  hereof, shall be made by the person making such payment or distribution,
  whether an officer of the Company, an assignee, a trustee in bankruptcy,
  debtor in possession, a receiver or liquidating trustee or otherwise (which
  person is hereby directed to make payment) to the holders of Senior
  Indebtedness to the extent necessary to pay in full in money or money's
  worth all Senior Indebtedness remaining unpaid after giving effect to any
  concurrent payment or distribution to the holders of such Senior
  Indebtedness, and to the full extent necessary for that purpose, the Holder
  hereby assigns to the holders of Senior Indebtedness all of the Holder's
  rights to any payments or distributions to which the Holder otherwise would
  be entitled from the Company.  
  
  (b)  For purposes of this Debenture, the term "Senior Indebtedness" shall
  mean Indebtedness (as hereinafter defined) of the Company whether
  outstanding on the Issue of this Debenture or thereafter created, incurred,
  assumed or guaranteed (including, without limitation, interest that accrues
  on or after the filing of a petition in bankruptcy or for reorganization,
  if a claim for post-petition interest is allowed in such proceeding), except
  for: (i) any Indebtedness outstanding after the date of this Debenture as
  to which, by the express terms of the instrument creating or evidencing the
  same, it is provided that such Indebtedness is not senior or superior in
  right of payment to the Debentures, (ii) the Debentures, (iii) any
  Indebtedness of the Company owed to any Subsidiary or to any Affiliate of
  the Company,  (iv) Indebtedness incurred in connection with the purchase of
  goods, assets, materials or services in the ordinary course of business or
  representing amounts recorded as accounts payable, trade payables or other
  current liabilities on the books of the Company (other than the current
  portion of any long-term Indebtedness of the Company that but for this
  clause (iv) would constitute Senior Indebtedness), and (v) any Indebtedness
  of or amount owed by the Company to employees for services rendered to the
  Company. 
  
  (c)  "Indebtedness" is defined as, with respect to any person, any of the
  following (without duplication): (i) the principal of, premium, if any, and
  interest on and all other amounts owing with respect to any indebtedness
  (including any such indebtedness representing any deferred payment
  obligation for the payment of the purchase price of property or assets) of
  such person for money borrowed or evidenced by bonds, indentures, debentures
  or similar obligations, including any guaranty by such person of any
  indebtedness for money borrowed of any other person, whether any such
  indebtedness or guaranty is outstanding on the date of this Debenture or is
  thereafter created, assumed or incurred, (ii) the principal of, premium, if
  any, and interest on and all other amounts owing with respect to any
  indebtedness for money borrowed, incurred, assumed or guaranteed by such
  person in connection with the acquisition by it or any of its subsidiaries
  of any other businesses, properties or other assets, (iii) lease obligations
  which such person capitalizes in accordance with generally accepted
  accounting principles and (iv) any amounts payable by such person under or
  in respect of any interest rate exchange agreement, interest rate swap
  agreement or other similar agreement entered into in respect of all or any
  portion of the above.
  
  (d)  "Subsidiary" or "Subsidiaries" shall mean any corporation or other
  organization, whether incorporated or unincorporated, in which the Company
  owns, directly or indirectly, any equity or other ownership interest and in
  which such ownership interest entitles the Company to elect a majority of
  the Board of Directors or similar governing body.
  
  (e)  "Affiliate" shall have the meaning set forth in Rule 144 promulgated
  under the Securities Act of 1933, as amended.
  
  (f)  Moreover, should it become necessary in any bankruptcy or other
  proceedings or in connection with any assignment for the benefit of the
  Company's creditors or the execution by the Company of any other creditor's
  agreement, or the dissolution of or the winding up of the Company's
  business, for the Holder to file one or more claims against the Company on
  account of or arising hereunder, the Holder will file such claim or claims
  and will assign to the holders of Senior Indebtedness the Holder's rights
  thereunder.  If for any reason the Holder does not file such claim or
  claims, any holder of Senior Indebtedness shall have the right as the
  Holder's agent and attorney-in-fact, to sign and file such proof of claim
  in the Holder's name, or in the discretion of such holder of Senior
  Indebtedness, to assign the claim to and to file proof thereof in the name
  of the holders of Senior Indebtedness or their nominee.
  
  (g)  If, notwithstanding anything herein to the contrary, upon any such
  dissolution, winding-up, liquidation, marshaling of assets or
  reorganization, any payment or distribution of assets of the Company of any
  kind or character, whether in cash, property or security shall be received
  by the Holder before all Senior Indebtedness is paid in full in money or
  money's worth, such payment or distribution shall be held in trust by the
  Holder and, immediately upon notice to such effect from any holder of Senior
  Indebtedness, turned over by the Holder for payment on all Senior
  Indebtedness remaining until all such Senior Indebtedness shall have been
  paid in full in money or money's worth, after giving effect to any
  concurrent payment or distribution to the holders of such Senior
  Indebtedness.
  
  (h)  Neither the payments or distributions to the holders of Senior
  Indebtedness to which the Holder would be entitled except for the provisions
  hereof, nor the payment to the holders of Senior Indebtedness from the
  Holder pursuant to the provisions hereof, shall be deemed, as between the
  Company, its creditors (other than the holders of Senior Indebtedness) and
  the Holder, a payment by the Company to or on account of the Holder; it
  being understood that the provisions hereof are intended solely for the
  purposes of defining relative rights of the Holder on the one hand, and the
  holders of Senior Indebtedness on the other hand; and, except as otherwise
  expressly set forth herein, nothing contained herein is intended to or shall
  abrogate the obligations of the Company to pay the Holder or to affect the
  relative rights of the Holder and the creditors of the Company other than
  the holders of Senior Indebtedness.
  
  (i)  Until there shall occur a default under Senior Indebtedness (which
  shall include the occurrence of any event or existence of any circumstances
  as a result of which any amount is due and payable under any guarantee
  thereof), the Holder shall be entitled to receive and retain any payment of
  principal or interest made by the Company in respect of its obligations
  under this Debenture.  In the event of and during the continuance of any
  such default, no payment of the principal of or interest on the Debenture
  shall be made by the Company or, to the extent made by the Company, retained
  by Holder.  Specifically, except with the written consent of the holder or
  holders of all of the then-outstanding principal amount of Senior
  Indebtedness, the Holder may take no action against the Company to enforce
  payment of this Debenture (i) unless and until the holders of Senior
  Indebtedness shall have received payment in full of all principal and
  interest on such Senior Indebtedness, and/or (ii) for so long as there is
  any obligation, absolute or contingent, under any guarantee of such Senior
  Indebtedness; provided, however, that nothing herein shall be deemed to
  affect the time at which an event of default occurs under the terms of the
  documents evidencing Senior Indebtedness.
  
  (j)  The Holder shall have no right of subrogation until such Senior
  Indebtedness has been paid in full.  The subordination shall be effective
  notwithstanding the presence or absence of security granted to the holder
  of Senior Indebtedness with respect to its enforcement of any rights against
  the Company or against any security, or the intentional or unintentional
  release, waiver or compromise of any such claim.
  
  1.6  Priority.  The Debentures shall be equal to, or pari passu with, the
  Private Placement Debentures, as defined herein, with respect to any
  distribution of assets of the Company in connection with any dissolution,
  winding-up or liquidation of the Company.
       
  SECTION 2   EVENTS OF DEFAULT
  
  2.1  Nature of Events.  An "Event of Default" shall exist if any of the
  following occurs and is continuing:
  
  (a)  Failure to pay interest on this Debenture on or before the date such
  payment is due and such failure to pay remains uncured for a period of 10
  days after such date (whether or not such payment is prohibited by Section
  1.5);
  
  (b)  Failure to pay principal on this Debenture on or before the date such
  payment is due (whether or not such payment is prohibited by Section 1.5);
  
  (c)  Failure to perform or observe any other covenant or agreement of the
  Company contained in this Debenture which remains uncured for the period and
  after the notice specified below and the holders of more than 50% in
  principal amount of the Debentures then outstanding notify the Company of
  the default and the Company does not cure the default within 45 days after
  receipt of the notice, which notice must specify the default, demand that
  it be remedied and the state that the notice is a "Notice of Default;"
  
  (d)  A custodian, receiver, liquidator or trustee of the Company, or of any
  of its property, is appointed or takes possession and such appointment or
  possession remains in effect for more than 60 days; or the Company is
  adjudicated bankrupt or insolvent; or an order for relief is entered under
  the Federal Bankruptcy Code against the Company; or any of the property of
  the Company is sequestered by court order and the order remains in effect
  for more than 60 days; or an involuntary petition is filed against the
  Company under any bankruptcy, reorganization, arrangement, insolvency,
  readjustment of indebtedness, dissolution or liquidation law of any
  jurisdiction, whether now or hereafter in effect, and is not dismissed
  within 60 days after filing;
  
  (e)  The Company files a petition in voluntary bankruptcy or seeking relief
  under any provision of any bankruptcy, reorganization, arrangement,
  insolvency, readjustment of indebtedness, dissolution or liquidation law of
  any jurisdiction, whether now or hereafter in effect, or consents to the
  filing of any petition against it under any such law; or
  
  (f)  The Company makes an assignment for the benefit of its creditors, or
  generally fails to pay its obligations as they become due, or consents to
  the appointment of or taking possession by a custodian, receiver, liquidator
  or trustee of the Company or all or any substantial part of its property;
  or
  
  2.2  Default Remedies.
            
  (a)  In case an Event of Default (other than an Event of Default described
  in paragraphs (d), (e) and (f)) has occurred and is continuing, the holders
  of Debentures, by notice to the Company from the holders of more than 50%
  of the principal amount of the Debentures then outstanding, may declare the
  principal of the Debentures, plus accrued interest, to be immediately due
  and payable, and upon any such declaration such principal and accrued
  interest shall become due and payable immediately.  In case an Event of
  Default described in paragraphs (d), (e) and (f) occurs, such amounts will
  become due and payable without any declaration or any act on the part of the
  holders of the Debentures.  Such declaration of acceleration may be
  rescinded and past defaults may be waived by the holders of at least 50% of
  the principal amount of the Debentures then outstanding as provided herein.
  
  (b)  No course of dealing or delay or failure on the part of the Holder to
  exercise any right under this Section 2.2 shall operate as a waiver of such
  right or otherwise prejudice such Holder's rights, powers and remedies.  The
  Company will pay or reimburse the Holder, to the extent permitted by law,
  for all costs and expenses, including but not limited to reasonable
  attorneys' fees, incurred by it in collecting any sums due on this Debenture
  or in otherwise enforcing any of its rights.
  
  (c)  The holders of more than 50% in principal amount of the outstanding
  Debentures may on behalf of the holders of all Debentures waive certain past
  defaults, except a default in payment of principal of or interest on any
  Debenture, or in respect of certain provisions of the Debentures which
  cannot be modified or amended without the consent of the holder of each
  outstanding Debenture affected thereby in accordance with Section 6.5.
  
  SECTION 3.     CONVERSION
  
  3.1  Conversion Privilege.  Subject to and upon compliance with the
  provisions of this Section 3, at the option of the Holder, this Debenture
  or any portion of the principal amount thereof, may, at any time and from
  time to time, be converted into fully paid and nonassessable whole shares
  of Common Stock of the Company, at the Conversion Price (as defined herein)
  in effect at the date of such conversion. 
  
  3.2  Manner of Exercise of Conversion Privilege.  To exercise the
  conversion privilege, the Holder shall surrender this Debenture, together
  with a written conversion notice, in the form attached hereto, to the
  Company at its principal office.  This Debenture or portion thereof shall
  be deemed to have been converted immediately prior to the close of business
  on the date of receipt of such Debenture and notice by the Company, even if
  the Company's stock transfer books are on that date closed, and the Holder,
  or the nominee or nominees of such Holder, shall be treated for all purposes
  as the record holder of the shares of Common Stock deliverable upon such
  conversion as of the close of business on such date.  Promptly after receipt
  by the Company of this Debenture and proper notice, the Company shall issue
  and deliver, at its expense, to the Holder, or to the nominee or nominees
  of such Holder, a certificate or certificates for the number of shares of
  its Common Stock due on such conversion.  Interest shall accrue on the
  unpaid principal amount of this Debenture converted to the date of
  conversion, and the Company shall pay such interest at the time of
  conversion; provided, however, that in the case of a conversion of only a
  portion of the outstanding principal amount of this Debenture, the Company
  shall execute and deliver to the Holder (or its nominee or nominees), at the
  expense of the Company, a replacement Debenture in a principal amount equal
  to and in exchange for the unconverted portion of such Debenture and dated
  and bearing interest from the date to which interest has been paid on such
  Debenture or dated the date of such Debenture if no interest has been paid
  thereon.
  
  3.3  Fractional Shares.  No fractional shares of Common Stock shall be
  issued, at any time, upon conversion of this Debenture.  Instead of any
  fractional share of Common Stock which would otherwise be issuable upon
  conversion of this Debenture, the Company shall pay a cash adjustment in
  respect of such fractional interest (in accordance with the Conversion
  Price, as defined herein, then in effect).  The Holder, by its acceptance
  thereof, expressly waives any right to receive any fractional share upon
  conversion of this Debenture.
  
  3.4  Conversion Price.  The conversion price (the "Conversion Price") at
  which Common Stock shall be issuable upon the conversion of this Debenture
  shall initially be $2.466 (which amount is 120% of the average of the
  closing prices of the Common Stock, as such prices were reported by the New
  York Stock Exchange, for the ninety (90) trading days immediately preceding
  the initial Issue Date) in principal amount of this Debenture for each share
  of Common Stock; provided, however, that the Conversion Price and the
  conversion terms shall be subject to adjustment as follows: 
  
  (a)  In the event the Company should at any time or from time to time after
  the Issue Date, fix a record date for the effectuation of a forward split
  or subdivision of the outstanding shares of Common Stock or the
  determination of holders of Common Stock entitled to receive a dividend or
  other distribution payable in additional shares of Common Stock or other
  securities or rights convertible into, or entitling the holder thereof to
  receive directly or indirectly, additional shares of Common Stock
  (hereinafter referred to as "Common Stock Equivalents"), without payment of
  any consideration by such holder for the additional shares of Common Stock
  or the Common Stock Equivalents (including the additional shares of Common
  Stock issuable upon conversion or exercise thereof), then, as of such record
  date (or the date of such dividend distribution, split or subdivision if no
  record date is fixed), the Conversion Price shall be appropriately decreased
  so that the number of shares of Common Stock issuable on conversion of this
  Debenture shall be increased in equal proportion to such increase of
  outstanding shares of Common Stock. 
  
  (b)  If the number of shares of Common Stock outstanding at any time after
  the Issue Date is decreased by a combination of the outstanding shares of
  Common Stock, then following the record date of such combination, the
  Conversion Price shall be appropriately increased so that the number of
  shares of Common Stock issuable on conversion of this Debenture shall be
  decreased in equal proportion to such decrease in outstanding shares of
  Common Stock.
  
  3.5  Other Distributions.  In the event the Company shall declare a
  distribution payable in securities of other persons, evidences of
  indebtedness issued by the Company or other persons, assets (excluding cash
  dividends) or options or rights not referred to in subsection 3.4(a), then,
  in each such case for the purpose of this Section 3.5, the Holder, upon
  conversion of this Debenture, shall be entitled to a proportionate share of
  any such distribution as though it were the holder of the number of shares
  of Common Stock of the Company into which this Debenture was then
  convertible as of the record date fixed for the determination of the holders
  of Common Stock of the Company entitled to receive such distribution.
  
  3.6  Fundamental Change.  In the event that the Company shall be a party
  to (i) any recapitalization or reclassification of the Common Stock (other
  than a change in par value or as a result of a subdivision or combination
  of the Common Stock); (ii) any consolidation or merger of the Company with
  or into another corporation as a result of which holders of Common Stock
  shall be entitled to receive securities or other property or assets
  (including cash) with respect to or in exchange for Common Stock (other than
  a merger which does not result in a reclassification, conversion, exchange
  or cancellation of the outstanding Common Stock); (iii) any sale or transfer
  of all or substantially all of the assets of the Company; or (iv) any
  compulsory share exchange, pursuant to any of which holders of Common Stock
  shall be entitled to receive other securities, cash or other property (each,
  a "Fundamental Change"), then appropriate provision shall be made so that
  the holder of each Debenture then outstanding shall have the right
  thereafter to convert such Debentures only into the kind and amount of the
  securities, cash or other property that would have been receivable upon such
  Fundamental Change by a holder of the number of shares of Common Stock
  issuable upon conversion of such Debenture immediately prior to such
  Fundamental Change at the Conversion Price (subject to adjustment pursuant
  to Section 3.4).
  
  3.7  No Impairment.  The Company will not, by amendment of its Certificate
  of Incorporation or through any reorganization, recapitalization, transfer
  of assets, consolidation, merger, dissolution, issue or sale of securities
  or any other voluntary action, avoid or seek to avoid the observance or
  performance of any of the terms to be observed or performed hereunder by the
  Company, but will at all times in good faith assist in the carrying out of
  all the provisions of this Section 3 and in the taking of all such action
  as may be necessary or appropriate in order to protect the conversion rights
  of the Holder of this Debenture against impairment. 
  
  3.8  Certificate as to Adjustments.  Upon the occurrence of each adjustment
  or readjustment of the Conversion Price pursuant to this Section 3, the
  Company, at its expense, shall promptly compute such adjustment or
  readjustment in accordance with the terms hereof and prepare and furnish to
  the Holder a certificate setting forth such adjustment or readjustment and
  showing in detail the facts upon which such adjustment or readjustment is
  based.  The Company shall, upon the written request at any time of the
  Holder, furnish or cause to be furnished to such Holder a like certificate
  setting forth (A) such adjustment and readjustment, (B) the Conversion Price
  at the time in effect, and (C) the number of shares of Common Stock and the
  amount, if any, of other property which at the time would be received upon
  the conversion of the then outstanding principal amount of this Debenture.
  
  3.9  Notices of Record Date.  In the event of any taking by the Company of
  a record of the holders of any class of securities for the purpose of
  determining the holders thereof who are entitled to receive any dividend
  (other than a cash dividend) or other distribution, any right to subscribe
  for, purchase or otherwise acquire any shares of stock or any class of any
  other securities or property, or to receive any other right, the Company
  shall mail to the Holder, at least 20 days prior to the date specified
  therein, a notice specifying the date on which any such record is to be
  taken for the purpose of such dividend, distribution or right, and the
  amount and character of such dividend, distribution or right.
  
  3.10 Reservation of Stock Issuable Upon Conversion.  The Company shall at
  all times reserve and keep available out of its authorized but unissued
  shares of Common Stock solely for the purpose of effecting the conversion
  of the aggregate principal amount of the Debentures such number of its
  shares of Common Stock as shall from time to time be sufficient to effect
  the conversion of the then outstanding aggregate principal amount of the
  Debentures; and if at any time the number of authorized but unissued shares
  of Common Stock shall not be sufficient to effect the conversion of the then
  outstanding aggregate principal amount of the Debentures, in addition to
  such other remedies as shall be available to the Holder, the Company will
  promptly take all reasonable corporate action as may, in the opinion of its
  counsel, be necessary to increase its authorized but unissued shares of
  Common Stock to such number of shares as shall be sufficient for such
  purposes.
  
  
  SECTION 4.  REDEMPTION
  
  4.1  Call Provision.  This Debenture may be redeemed by the Company at any
  time or from time to time commencing one year from the Issue Date, at the
  Company's option, in whole or in part, upon written notice to the registered
  Holder hereof at their last registered address, for the principal of this
  Debenture, plus accrued and unpaid interest to the redemption date.  Notice
  of redemption having been given as provided in Section 4.2, the Debentures
  to be redeemed, shall, on the redemption date, become due and payable at the
  redemption price therein specified, and from and after such date (unless the
  Company shall default in the payment of the redemption price and any accrued
  but unpaid interest) such Debentures shall cease to bear interest and the
  Company shall have no further obligation under such Debentures.
  
  4.2  Notice of Redemption.  Notice of redemption shall be given, in
  accordance with Section 5.4 hereof, not less than fifteen (15) nor more than
  forty-five (45) days prior to the redemption date, to each registered Holder
  of Debentures to be redeemed, at such Holder's address in the register
  maintained by the Company.  All notices of redemption shall state: (a) the
  redemption date, (b) the redemption price, (c) if less than all the
  outstanding Debentures are to be redeemed, the principal amounts of the
  Debentures to be redeemed, (d) that on the redemption date the redemption
  price will become due and payable upon each Debenture (or portion thereof)
  to be redeemed and that interest thereon will cease to accrue on and after
  such said date, (e) the Conversion Price, the date on which the right to
  convert the principal of the Debentures to be redeemed will terminate and
  the manner in which such Debentures may be surrendered for conversion, and
  (f) the  manner in which the Debentures are to be surrendered for payment
  of the redemption price.
  
  4.3  Deposit of Redemption Price.  On or prior to any redemption date, the
  Company shall segregate and hold in trust an amount of money sufficient to
  pay the redemption price of, and accrued but unpaid interest on, all
  Debentures to be redeemed on that date other than any Debentures called for
  redemption on that date which have been converted prior to the date of such
  deposit.  If any Debenture called for redemption is converted, any money so
  segregated and held in trust for redemption of such Debenture(s) shall be
  discharged from such trust.
  
  4.4  Debentures Redeemed in Part.  Any Debenture which is to be redeemed
  only in part shall be surrendered to the Company at its principal office. 
  In such instance, the Company shall execute and deliver to the Holder (or
  its nominee(s)), at the expense of the Company, a replacement Debenture in
  a principal amount equal to and in exchange for the unredeemed portion of
  such Debenture.
  
  SECTION 5.     EXCHANGE
  
  5.1  Exchange Privilege.  Subject to and upon compliance with the
  provisions of this Section 5, at the sole option of the Holder, this
  Debenture, in whole but not in part, may be, subject to Section 5.3 hereof,
  exchanged for a like principal amount of any series of convertible
  subordinated debentures which the Company may issue pursuant to a private
  placement, through a placement agent, within 180 days from the Issue Date
  (the "Private Placement Debentures"). 
  
  5.2  Manner of Exercise of Exchange Privilege.  The Company shall notify
  each Holder of its intent to issue the Private Placement Debentures by
  giving written notice at least 15 days prior to the issue date of the
  Private Placement Debentures.  If the Holder intends to exchange this
  Debenture then it shall surrender this Debenture, together with a written
  exchange notice in the form attached hereto, to the Company at its principal
  office within ten (10) days from the date of the Company's notice.  This
  Debenture shall be deemed to have been exchanged immediately into the
  Private Placement Debenture on the first date of issue of such debenture. 
  Promptly after receipt by the Company of this Debenture and proper notice,
  the Company shall issue and deliver, at its expense, to the Holder, a
  certificate representing the Private Placement Debenture for which this
  Debenture was exchanged.  Interest shall accrue on the unpaid principal
  amount of this Debenture to the date immediately prior to the issuance of
  the Private Placement Debenture, and the Company shall pay such interest at
  the time of exchange.
  
  5.3  Limitation of Exchange.  
       
  (a)  In the event that the exchange would, in the sole discretion of the
  Company, result in the Company being required to obtain shareholder approval
  of the transaction under which this Debenture is issued or the Private
  Placement Debenture transaction under the rules of the New York Stock
  Exchange, then the Holder's ability to exchange this Debenture shall be
  limited to such amount, if any (as determined solely by the Company), which
  would not result in the Company being required to obtain shareholder
  approval of such transaction. In the case of an exchange of only a portion
  of the outstanding principal amount of this Debenture (pursuant to this
  Section 5.3(a)), the Company shall execute and deliver to the Holder, at the
  expense of the Company, a replacement Debenture in a principal amount equal
  to and in exchange for the unexchanged portion of this Debenture.  In no
  event shall the Company be obligated to exchange this Debenture for a
  debenture which would cause the Company to be required to obtain shareholder
  approval.
  
  (b)  In the event that the Private Placement Debenture transaction is
  consummated,  in the sole discretion of the Company, pursuant to a exemption
  under the Act for which the Holder hereof does not qualify, or, in the sole
  discretion of the Company, the Private Placement Debentures contain a term
  or condition which the Holder hereof does not qualify for, then, in exchange
  for this Debenture, the Holder hereof shall be entitled to receive a
  debenture as substantially similar to the Private Placement Debentures as
  practicable under the circumstances (as determined by the Company).  By way
  of example, but not limitation, in the event that the Private Placement
  Debentures contain provisions, which  make them eligible for the NASD PORTAL
  Market, and the Company, in its sole discretion, determines that the Holder
  hereof is not eligible for such provision or exemption, then the Holder
  shall be issued a debenture which does contain such provision but is
  otherwise identical in all other material respects to the Private Placement
  Debentures.  In no event shall the Company be obligated to issue to the
  Holder hereof in exchange for this Debenture a debenture which, in the sole
  discretion of the Company (i) would cause Company to be ineligible to
  consummate the Private Placement Debenture transaction, or (ii) which
  contains a term or condition which the Holder hereof does not qualify for. 
   
  
  SECTION 6.  MISCELLANEOUS
  
  6.1  Successors and Assigns.  The terms and conditions of this Debenture
  shall inure to the benefit of and be binding upon the respective successors
  and assigns of the parties.  Nothing in this Debenture, express or implied,
  is intended to confer upon any party other than the parties hereto or their
  respective successors and assigns any rights, remedies, obligations, or
  liabilities under or by reason of this Debenture, except as expressly
  provided in this Debenture. This Debenture may not be assigned by the Holder
  hereof without the written consent of the Company.
  
  6.2  Governing Law.  This Debenture shall be governed by, and construed
  under the laws of the State of New York as applied to agreements entered
  into and to be performed entirely within New York, without giving effect to
  the laws of such State governing conflicts of laws.
  
  6.3  Headings.  The titles and subtitles used in this Debenture are used
  for convenience only and are not to be considered in construing or
  interpreting this Debenture.
  
  6.4  Notices.  All notices, authorizations, demands or requests required
  or permitted to be delivered to any party in connection with this Debenture
  shall be in writing and shall be deemed to have been duly given if
  personally delivered, if sent by facsimile transmission (with receipt
  confirmed by automatic transmission report), if sent by a nationally-
  recognized overnight courier with charges prepaid, if sent by registered or
  certified mail, return receipt requested and postage prepaid (or by the most
  nearly comparable method if mailed from or to a location outside the United
  States), addressed as follows:
  
  If to the Company, to:
  
  Chyron Corporation
  5 Hub Drive
  Melville, New York 11747
  Attn: President
  Fax: (516) 845-5210
            
  With copies (which copies shall not constitute notice) to:
  
  Camhy Karlinsky & Stein LLP
  1740 Broadway
  New York, New York 10019
  Attn: Robert S. Matlin, Esq.
  Fax: 212-977-8389
  
  If to the Holder, to:  the address shown in the register maintained by the
  Company for such purpose; or to such other address as the party to whom the
  notice is to be given may have furnished to the other party hereto in
  writing in accordance with the provisions of this Section 6.4.  Any such
  notice or communication shall be deemed to have been received (i) in the
  case of personal delivery, on the date of such delivery, (ii)  in the case
  of facsimile transmission (with receipt confirmed by automatic transmission
  report), on the date of such transmission, (iii)  in the case of a
  nationally-recognized overnight courier, on the next business day after the
  date when delivered to such courier, and (iv) in the case of mailing (or by
  the most nearly comparable method if mailed from or to a location outside
  the United States), on the third business day following that on which the
  piece of mail containing such communication is posted; provided, however,
  that three additional business days shall be added to the time any notice
  or communication sent from or to a location outside the United States shall
  be deemed to have been received in (iii) or (iv) above. 
                 
  6.5  Amendments and Waivers.  Any term of this Debenture may be amended or
  supplemented and the observance of any term of this Debenture may be waived
  (either generally or in a particular instance and either retroactively or
  prospectively), only with the written consent of the Company and at least
  a majority in principal amount of the outstanding Debentures; provided,
  however, that without the consent of each Holder of the Debentures affected,
  an amendment, waiver or supplement may not (i) extend the final maturity of
  any Debenture; (ii) reduce the principal amount of any Debenture; (iii)
  reduce the rate or extend the time of payment of any interest on any
  Debenture; (iv) impair or affect the right of any Holder of any Debenture
  to institute suit for the payment or conversion of any Debenture; (v) change
  the currency for payment of principal of, or interest on, any Debenture; or
  (vi) materially and adversely affect the right to convert the Debentures in
  accordance herewith; and further, provided, however, that an amendment,
  waiver or supplement may not reduce the percentage of Debentures, the
  consent of the Holders of which is required for any such supplemental
  indenture or waiver, without the consent of the Holders of all Debentures
  then outstanding.
  
  6.6  Severability.  If one or more provisions of this Debenture are held
  to be unenforceable under applicable law, such provision shall be excluded
  from this Debenture and the balance of this Debenture shall be interpreted
  as if such provision was so excluded and shall be enforceable in accordance
  with its terms.
  
  6.7  Replacement of Debenture.  If the Holder loses this Debenture, the
  Company shall issue an identical replacement Debenture to the Holder upon
  the Holder's delivery to the Company of a customary agreement to indemnify
  the Company for any losses resulting from issuance of the replacement
  Debenture.
  
  6.8  Unsecured.  This Debenture is an unsecured obligation of the Company.
  
  
  IN WITNESS WHEREOF, CHYRON CORPORATION has caused this Debenture to be
  dated, executed and issued on its behalf by its officer or officers thereto
  duly authorized.
  
  CHYRON CORPORATION
  Attest:
  
  
  By: /s/Daniel I. DeWolf       By: /s/Dawn Johnston
  Name: Daniel I. DeWolf        Name: Dawn Johnston
  Title: Secretary              Title: Chief Financial Officer
  
  
  FORM OF
  NOTICE OF CONVERSION OF 
  8% SUBORDINATED CONVERTIBLE DEBENTURE
  OF CHYRON CORPORATION
  
  
  Chyron Corporation
  5 Hub Drive
  Melville, New York 11747
  Attention: President
  
  
  Dear Sir:
  
  I am the Holder of Chyron Corporation 8% Subordinated Convertible Debenture
  number    (the "Debenture").  As of the date hereof, $          aggregate
  principal amount of the Debenture remains unconverted.
  
  I hereby give notice to Chyron Corporation (the "Company") of my desire and
  intent to convert $         aggregate principal amount of the Debenture into
  common stock, par value $.01 per share, of the Company in accordance with
  the provisions of Section 3 of the Debenture.
  
  
  
  Very truly yours,
  
  
  
  Date:                         Name:
  
  
  FORM OF
  NOTICE OF EXCHANGE OF 
  8% SUBORDINATED CONVERTIBLE DEBENTURE
  OF CHYRON CORPORATION
  
  
  Chyron Corporation
  5 Hub Drive
  Melville, New York 11747
  Attention: President
  
  
  Dear Sir:
  
  I am the Holder of Chyron Corporation 8% Subordinated Convertible Debenture
  number     (the "Debenture").  I hereby give notice to Chyron Corporation
  (the "Company") of my desire and intent to exchange the Debenture into the
  Private Placement Debentures in accordance with the provisions of Section
  5 of the Debenture.
  
  Very truly yours,
  
  
  
  Date:                    Name: