SERIES B 12% SUBORDINATED CONVERTIBLE DEBENTURE

DUE DECEMBER 31, 2004



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. WB-      | December 17, 2001 





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 12% Subordinated Convertible Debentures, Issued Commencing July 26, 1999, Due December 31, 2004 (the "Debentures").



SECTION 1.  INTEREST; PAYMENT OF INTEREST AND PRINCIPAL.























(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 Date 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.







SECTION 2.  EVENTS OF DEFAULT







(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 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







(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 5.5.



SECTION 3.	CONVERSION



















(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.



























SECTION 4.  REDEMPTION



















SECTION 5.  MISCELLANEOUS



















If to the Company, to:



Chyron Corporation

5 Hub Drive

Melville, New York 11747

Attn: President

Fax: (631) 845-5210



With copies (which copies shall not constitute notice) to:



Akin, Gump, Strauss, Hauer & Feld LLP

590 Madison Avenue

New York, New York 10022

Attn: Robert S. Matlin, Esq.

Fax: 212-872-1002



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 5.4.  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.





















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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: |                                  | By: |                                 
|    | Name: G. R. Sam Seraphim         |     | Name: Roger Henderson           
|    | Title:   Chief Financial Officer |     | Title:   Chief Executive Officer







FORM OF

NOTICE OF CONVERSION OF

SERIES B 12% 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 Series B 12% 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,
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|Name:            
|Date: