Indemnification Agreement:  Chyron Corporation (New York)
     
     AGREEMENT, effective as of June 5, 1997 between Chyron Corporation,
     a New York corporation (the "Company"), and Edward Grebow (the
     "Indemnitee").
     
     WHEREAS, it is essential to the Company to remain and attract as
     directors and officers the most capable persons available; and
     
     WHEREAS, Indemnitee is a director or officer of the Company; and
     
     WHEREAS, both the Company and Indemnitee recognize the increased
     risk of litigation and other claims being asserted against directors
     and officers of public companies in today's environment; and 
     
     WHEREAS, the By-Laws of the Company provide:  "The Corporation shall
     indemnify any person to the full extent permitted, and in the manner
     provided, by the New York Business Corporation Law ["BCL"], as the
     same now exists or may hereafter be amended" and
     
     WHEREAS, this Agreement satisfies the provision of Section 721 of
     the BCL: and
     
     WHEREAS, in recognition of the fact that the Indemnitee continues to
     serve as a director or officer of the Company in part in reliance on
     the aforesaid By-Laws and Indemnitee's need for substantial
     protection against personal liability in order to enhance
     Indemnitee's continued service to the Company in an effective
     manner, and in part to provide Indemnitee with specific contractual
     assurance that the protection promised by such By-Laws will be
     available to Indemnitee (regardless of, among other things, any
     amendment to or revocation of such By-Laws or any change in the
     composition of the Company's Board of Directors or any acquisition
     transaction relating to the Company), and due to the potential
     inadequacy of the Company's directors' and officers' liability
     insurance coverage, the Company wishes to provide in this Agreement
     for the indemnification of, and the advancing of expenses to,
     Indemnitee to the fullest extent (whether partial or complete)
     permitted by law and as set forth in this Agreement, and, to the
     extent insurance is maintained, for the continued coverage of
     Indemnitee under the Company's directors' and officers' liability
     insurance policies;
     
     NOW, THEREFORE, in consideration of the premises and of Indemnitee
     continuing to service the Company directly or, in its request, with
     another enterprise, and intending to be legally bound hereby, the
     parties hereto agree as follows:
     
     1. Certain Definitions.  
          
     (a) Approved Law Firm: shall mean any law firm (i) located in New
     York City and (ii) rated "av" by Martindale-Hubbel Law Directory.
     
     (b) Board of Directors: shall mean the Board of Directors of the
     Company.
     
     (c) Change in Control: shall be deemed to have occurred if (i) any
     "person" (as such term   isused in Sections 13(d) and 14(d) of the
     Securities Exchange Act of 1934, as amended), other than any
     stockholder (and/or affiliate of such stockholder) on the date of
     this Agreement or a trustee or other fiduciary holding securities
     under an employee benefit plan of the Company in substantially the
     same portions as their ownership of stock of the Company, is or
     becomes the "beneficial owner" (as defined in Rule 13d-3 under said
     Act), directly or indirectly of securities of the Company
     representing 15 percent or more of the totaling voting power
     represented by the Company's then outstanding Voting Securities
     (such     person being hereinafter referred to as an "Acquiring
     Person"), or (ii) during any 24-consecutive-month period,
     individuals who at the beginning of such period constitute
     the  Board of Directors of the Company and any new director whose
     election by the Board of Directors or nomination for election by the
     Company's shareholders was approved by a vote of at least two-thirds
     (2/3) of the directors then still in office who either were
     directors at the beginning of the period or whose election or
     nomination for election was previously so approved, cease for any
     reason to constitute a majority thereof, or (iii) the shareholders
     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 entry) at least 80 percent of the total voting
     power represented by the Voting Securities of the Company or such
     surviving entity outstanding immediately after such merger or
     consolidation, or (iv) the shareholders of the Company approve a
     plan of complete liquidation of the Company or an agreement for the
     sale or disposition by the Company of all or substantially all the
     Company's assets.
     
     (d)  Claim: shall mean any threatened, pending or completed action,
     suit or proceeding, or any inquiry or investigation, whether
     conducted by  the company or any other party, that Indemnitee in
     good faith believes might lead to the institution of any such
     action, suite or    proceeding, whether civil, criminal,
     administrative, investigative or other.
     
     (e)  Expenses: shall include attorneys' fees and all other costs,
     expenses and obligations paid or incurred in connection with
     investigating, defending, being a witness in or participating in
     (including on appeal), or preparing to defend, being a witness in or
     participate in, any Claim relating to any Indemnifiable Event,
     together with interest, computed at the Company's average cost of
     funds for short-term borrowings, accrued from the date of incurrence
     of such expense to the date Indemnitee receives reimbursement
     therefore.
     
     (f) Indemnifiable Event: shall mean any event or occurrence related
     to the fact that    Indemnitee is or was a director, officer,
     employee, agent or fiduciary of the Company, or is or was serving at
     the request of the Company as a director, officer, employee,
     trustee, agent or fiduciary of another corporation of any type or
     kind, domestic or foreign, partnership, joint venture, trust,
     employee benefit plan or other enterprise, or by reason of anything
     done or not done by Indemnitee in such capacity.  Without limitation
     of any indemnification provided hereunder, an Indemnitee serving (i)
     another corporation, partnership, joint venture or trust of which 10
     percent or more of the voting power or residual economic interest is
     held, directly or indirectly, by the Company, or (ii) any employee
     benefit plan of the Company or an entity referred to in clause (i),
     in any capacity shall be deemed to be doing so at the request of the
     Company.
     
     (g)  Reviewing Party: shall be (i) the Board of Directors acting by
     quorum consisting of directors who are not parties to the particular
     Claim with respect to which Indemnitee is seeking indemnification,
     or (ii) if such a quorum is not obtainable or, even if obtainable,
     if a quorum of disinterested directors so directs, (A) the Board of
     Directors upon the opinion in writing of independent legal counsel
     that indemnification is proper in the circumstances    because the
     applicable standard of conduct set forth in Section 2 of this
     Agreement and in Section 721 of the BCL has been met by the
     Indemnitee or (B) the shareholders upon a finding that the
     Indemnitee has met the applicable standard of conduct referred to in
     clause (ii)(A) of this definition.
     
     (h) Voting Securities: shall mean any securities of the Company
     which vote generally in the election of the directors.
     
     2. Basic Indemnification Arrangement.
     If Indemnitee was, is or becomes at any time a party to, or witness
     or other participant in, or is threatened to be made a party to, or
     witness or other participant in, a Claim by reason of (or arising in
     part out of) an Indemnifiable Event, the Company shall indemnify
     Indemnitee to the fullest extent permitted by law as soon as
     practicable but in any event no later than 30 days after written
     demand is presented to the Company, against any and all Expenses,
     judgements, fines (including excise taxes assessed on an Indemnitee
     with respect to an employee benefit plan), penalties and amounts
     paid in settlement (including all interest, assessments and other
     charges paid or payable in connection with, or in respect of, such
     Expenses, judgements, fines, penalties or amounts paid in
     settlement) of such Claim.  If so requested by Indemnitee, the
     Company shall advance (within two business days of such request) any
     and all Expenses to Indemnitee (an "Expense Advance"). 
     Notwithstanding anything in this Agreement to the contrary; (i)
     Indemnitee shall not be entitled to indemnification pursuant to this
     Agreement if a judgement or other final adjudication adverse to the
     Indemnitee establishes that Indemnitee's acts were committed in bad
     faith or were the result of active and deliberate dishonesty and, in
     either case, were material to the cause of action so adjudicated, or
     that Indemnitee personally gained in fact a financial profit or
     other advantage to which Indemnitee was not legally entitled and
     (ii) prior to a Change in Control Indemnitee shall not be entitled
     to indemnification pursuant to this Agreement in connection with any
     Claim initiated by Indemnitee against the Company or any director or
     officer of the Company unless the Company has jointed in or
     consented to the initiation of such Claim.
     
     3.   Payment.
     Notwithstanding the provision of Section 2, the obligations of the
     Company under Section 2 (which shall in no event be deemed to
     preclude any right to indemnification to which Indemnitee may be
     entitled under Section 723(a) of the BCL) shall be subject to the
     condition that the Reviewing Party shall have authorized such
     indemnification in the specific case by having determined that
     Indemnitee is permitted to be indemnified under the applicable
     standard of conduct set forth in Section 2 and applicable law.  The
     Company shall promptly call a meeting of the Board of Directors with
     respect to a Claim and agrees to use its best efforts to facilitate
     a prompt determination by the Receiving Party with respect to the
     Claim.  Indemnitee shall be afforded the opportunity to make
     submissions to the Reviewing  Party with respect to the Claim.  The
     obligation of the company to make an Expense Advance pursuant to
     Section 2 shall be subject to the condition that, if, when and to
     the extent that the Reviewing Party determines that Indemnitee would
     not be permitted to be so indemnified under Section 2 and applicable
     law, the Company shall be entitled to be reimbursed by Indemnitee
     (who hereby agrees and undertakes to the full extent required by
     paragraph (a) of Section 725 of the BCL to reimburse the Company)
     for all such amounts theretofore paid; provided, however, that if
     Indemnitee has commenced legal proceedings in a court of competent
     jurisdiction to secure a determination that Indemnitee should be
     indemnified under applicable law, any determination made by the
     Reviewing Party that Indemnitee would not be permitted to be
     indemnified under applicable law shall not be binding and Indemnitee
     shall not be required to reimburse the Company for any Expense
          Advance until a final judicial determination is made with
     respect thereto (as to which all rights of appeal therefrom have
     been exhausted or lapsed).  If there has been no determination by
     the Reviewing Party or if the Reviewing Party determines that
     Indemnitee substantively would not be permitted to be indemnified in
     whole or in part under applicable law, Indemnitee shall have the
     right to commence litigation in any court in the State of New York
     having subject matter jurisdiction thereof and in which venue is
     proper seeking an initial determination by the court or challenging
     any such determination by the Reviewing Party or any aspect thereof,
     and the Company hereby consents to service of process and to appear
     in any such proceeding.  Any determination by the Reviewing Party
     otherwise shall be conclusive and binding on the Company and
     Indemnitee.
     
     4.   Change in Control.
     If there is a Change in Control of the Company (other than a Change
     in Control which has been approved by a majority of the Board of
     Directors who were directors immediately prior to such Change in
     Control) then (i) all determinations by the Company pursuant to the
     first sentence of Section 3 hereof and Section 723(b) of the BCL
     shall be made pursuant to subparagraph (1) or (2)(A) of such Section
     723(b) and (ii) with respect to all matters thereafter arising
     concerning the rights of Indemnitee to indemnity payments and
     Expense Advances under this Agreement or any other agreement or By-
     law of the Company now or hereinafter in effect relating to Claims
     for Indemnifiable Events (including, but not limited   to, any option
     to be rendered pursuant to subparagraph (2)(A) of Section 723(b) of
     the BCL) the Company (including the Board of Directors) shall seek
     legal advice from (and only from) special, independent counsel
     selected by Indemnitee and approved by the Company (which approval
     shall not be unreasonably withheld), and who has not otherwise
     performed services for the Company (or any subsidiary of the
     Company) or the Acquiring Person (or any affiliate or associate of
     such Acquiring Person) within the last five years (other than in
     connection with such matters) or indemnitee.  Unless Indemnitee has
     theretofore selected counsel pursuant to this Section 4 and such
     counsel has been approved by the Company, any Approved Law Firm
     shall be deemed to satisfy the requirements set forth above.  Such
     counsel, among otherthings, shall render its written opinion to the
     Company, the Board of Directors and Indemnitee as to whether and to
     what extent the Indemnitee would be permitted to be indemnified
     under applicable law.  The Company agrees to pay the reasonable fees
     of the special, independent counsel referred to above and to fully
     indemnify such counsel against any and all expenses (including
     attorneys' fees), claims, liabilities and damages arising our of or
     relating to this Agreement or its engagement pursuant hereto.  As
     used in this Section 4, the terms "affiliate" and "associate" shall
     have the respective meanings  ascribed to such terms in Rule 12b-2
     of the General Rules and Regulations under the    Securities Exchange
     Act of 1934, as amended and in effect on the date of this Agreement.
     
     5. Indemnification for Additional Expenses.
     The Company shall indemnify Indemnitee against any and all expenses
     (including attorneys' fees) and, if requested by Indemnitee, shall
     (within two business days of such request) advance such expenses to
     Indemnitee, which are incurred by Indemnitee in connection with any
     claim asserted or action brought by Indemnitee for (i)
     indemnification or advance payment of Expenses by the Company under
     this Agreement or any other agreement or By-law of the Company now
     or hereafter in effect relating to Claims for Indemnifiable Events
     and/or (ii) recovery under any directors' and officers' liability
     insurance policies maintained by the Company, regardless of whether
     Indemnitee ultimately is determined to be entitled to such
     indemnification, advance expenses payment or insurance recovery, as
     the case may be.
     
     6. Partial Indemnity, Etc.
     If Indemnitee is entitled under any provision of this Agreement to
     indemnification by the Company for some or a portion of the
     Expenses, judgements, fines, penalties and amounts paid in
     settlement of a Claim but not, however, for all of the total amount
     thereof, the Company shall nevertheless indemnify Indemnitee for the
     portion thereto to which Indemnitee is entitled.  Moreover,
     notwithstanding any other provision of this Agreement, to the extent
     that Indemnitee has been successful on the merits or otherwise in
     defense of any or all Claims relating in whole or in part to an
     Indemnifiable Event or in defense of any issue or matter therein,
     including dismissal without prejudice, Indemnitee shall be
     indemnified, to the extent permitted by law, against all Expenses
     incurred in connection with such Indemnifiable Event.  In connection
     with any determination by the Reviewing Party or otherwise as to
     whether Indemnitee is entitled to be indemnified hereunder, the
     burden of proof shall, to the extent permitted by law, be on the
     Company to establish that Indemnitee is not so entitled.    
     
     7. Presumption.
     For purposes of this Agreement, the termination of any claim,
     action, suite or proceeding, whether civil or criminal, by judgment,
     order, settlement (whether with or without court  approval) or
     conviction, or upon a plea of nolo contendere or its equivalent,
     shall not create    a presumption that Indemnitee did not meet any
     particular standard of conduct or have any particular belief or that
     a court has determined that indemnification is not permitted by
     applicable law.
     
     8. Nonexclusivity, Etc.
     The rights of the Indemnitee hereunder shall be in addition to any
     other rights Indemnitee may have under the By-laws of the Company,
     the BCL or otherwise.  To the extent that a change in the BCL
     (whether by statue or judicial decision) permits greater
     indemnification by agreement than would be afforded currently under
     the By-laws of the Company and this Agreement, it is the intent of
     the parties hereto that Indemnitee shall enjoy by this Agreement the
     greater benefits so afforded by such change.
     
     9. Liability Insurance
     To the extent the Company maintains an insurance policy or policies
     providing directors' and officers' liability insurance, Indemnitee
     shall be covered by such policy or policies, in accordance with its
     or their terms, to the maximum extent of the coverage available for
     any director or officer of the Company.
     
     10. Period of Limitations.  No legal action shall be brought and no
     cause of action shall be asserted by or on behalf of the Company or
     any affiliate of the Company against Indemnitee, Indemnitee's
     spouse, heirs, executors or personal or legal representatives after
     the expiration of two years from the date of accrual of such cause
     of action, and any claim or cause of action of the Company or its
     affiliate shall be extinguished and deemed released unless asserted
     by the timely filing of a legal action within such two-year period;
     provided, however, that if any shorter period of limitations is
     otherwise applicable to any such cause of action, such shorter
     period shall govern.
     
     11. Amendments, Etc.  No supplement, modification or amendment of
     this Agreement shall be  binding unless executed in writing by both
     of the parties hereto.  No waiver of any of the provisions of this
     Agreement shall be deemed or shall constitute a waiver of any other
     provisions hereof (whether or not similar) nor shall such waiver
     constitute a continuing waiver.
     
     12. Subrogation.  In the event of payment under this Agreement, the
     Company shall be subrogated to the extent of such payment to all of
     the rights of recovery of Indemnitee, who    shall execute all papers
     required and shall do everything that may be necessary to secure
     such rights, including the execution of such documents necessary to
     enable the Company effectively to bring suit to enforce such rights.
     
     13. No Duplication of Payments.  The Company shall not be liable
     under this Agreement to make any payment in connection with any
     claim made against Indemnitee to the extent Indemnitee has otherwise
     actually received payment (under any insurance policy, By-law or
     otherwise) of the amounts otherwise Indemnifiable hereunder.
     
     14. Specific Performance.  The parties recognize that if any
     provision of this Agreement is violated by the Company, Indemnitee
     may be without an adequate remedy at law.  Accordingly, in the event
     of any such violation, the Indemnitee shall be entitled, if
     Indemnitee so elects, to institute proceedings, either at law or in
     equity, to obtain damages, to enforce specific performance, to
     enjoin such violation, or to obtain any relief or any combination of
     the foregoing as Indemnitee may elect to pursue.
     
     15. Binding Effect, Etc.  This Agreement shall be binding upon,
     inure to the benefit of, and be enforceable by, the parties hereto
     and their respective successors (including any direct or indirect
     successor by purchase, merger, consolidation or otherwise to all or
     substantially all of the business and/or assets of the Company),
     assigns, spouses, heirs, and personal and legal representatives. 
     This Agreement shall continue in effect regardless of whether
     Indemnitee     continues to serve as an officer or director of the
     Company or of any other enterprise at the Company's request.
     
     16. Severability.  The provisions of this Agreement shall be
     severable if any of the provisions hereof (including any provision
     within a single section, paragraph or sentence) are held by a court
     of competent jurisdication to be invalid, void or other wise
     unenforceable, and the remaining provisions shall remain enforceable
     to the fullest extent permitted by law.
     
     17. Governing Law.  This Agreement shall be governed by, and be
     construed and enforced in accordance with, the laws of the State of
     New York applicable to contracts made and to be performed in such
     state without giving effect to the principles of conflicts of laws.
     
     Executed this 5th day of June 1997.
     
     
     CHYRON CORPORATION
     
     /s/Daniel I. DeWolf         
        Daniel I. DeWolf        
        Secretary               
     
     
     
      /s/Edward Grebow                  
         Edward Grebow