PRE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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CHYRON CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CHYRON CORPORATION

5 Hub Drive

Melville, New York 11747

(631) 845-2000

April 7, 2000

Dear Shareholders:

On behalf of the Board of Directors and management of Chyron Corporation (the "Company"), I cordially invite you to attend the Annual Meeting of Shareholders to be held on Wednesday, May 24, 2000, at 9:30 a.m., at the W New York Hotel, located at 541 Lexington Avenue, New York, New York 10022.

The matters to be acted upon at the meeting are fully described in the attached Notice of Annual Meeting of Shareholders and Proxy Statement. In addition, the directors and executive officers of the Company will be present to respond to any questions that you may have. Accompanying the attached Proxy Statement is the Company's Annual Report for 1999. This report describes the financial and operational activities of the Company.

Whether or not you plan to attend the Annual Meeting, please complete, sign and date the enclosed proxy card and return it in the accompanying envelope as promptly as possible. If you attend the Annual Meeting, and I hope you will, you may vote your shares in person even if you have

previously mailed in a proxy card.

We look forward to greeting our shareholders at the meeting.

Sincerely,

/s/ Roger Henderson

Roger Henderson

Chief Executive Officer

and Director

CHYRON CORPORATION

5 Hub Drive

Melville, New York 11747

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 24, 2000

TO THE SHAREHOLDERS OF

CHYRON CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual Meeting") of Chyron Corporation, a New York corporation (hereinafter "Company"), will be held at the W New York Hotel, located at 541 Lexington Avenue, New York, New York 10022, on Wednesday, May 24, 2000, at 9:30 a.m., for the following purposes:

1. To elect nine (9) directors of the Company to hold office until the next Annual Meeting or until their respective successors are duly elected and qualified;

2. To ratify the conversion feature of Series B 8% Subordinated Convertible Debentures ("Debentures") which were purchased by four funds managed by Weiss, Peck & Greer, L.L.C., so as to allow the Debentures to be convertible into shares of the Company's Common Stock, par value $.01 per share (the "Common Stock") under the rules of the New York Stock Exchange; and

3. To transact such other business as may properly come before the meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on March 27, 2000 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof. Representation of at least a majority of all outstanding shares of Common Stock is required to constitute a quorum. Accordingly, it is important that your stock be represented at the Annual Meeting. The list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder at the Company's offices at 5 Hub Drive, Melville, New York, 11747, for ten (10) days prior to May 24, 2000.

Whether or not you plan to attend the Annual Meeting, please complete, date and sign the enclosed proxy card and mail it promptly in the self-addressed envelope enclosed for your convenience. You may revoke your proxy at anytime before it is voted.

By Order of the Board of Directors,

/s/ Robert S. Matlin, Esq.

Robert S. Matlin, Esq.,

Secretary

Melville, New York

April 7, 2000

YOUR VOTE IS IMPORTANT, ACCORDINGLY, WE URGE YOU TO DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.

CHYRON CORPORATION

TABLE OF CONTENTS

	Page
INFORMATION CONCERNING VOTE	1
ELECTION OF THE BOARD OF DIRECTORS	2
EXECUTIVE COMPENSATION AND OTHER INFORMATION	5
COMPENSATION AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION	9
STOCK PERFORMANCE CHART	10
PROPOSAL TO RATIFY THE CONVERSION FEATURE OF SERIES B 8% SUBORDINATED
CONVERTIBLE DEBENTURES PURCHASED BY THE WPG FUNDS	11
OTHER MATTERS ARISING AT THE ANNUAL MEETING	14
PRINCIPAL SHAREHOLDERS	14
INTERESTED PARTY TRANSACTIONS	17
INDEMNIFICATION OF DIRECTORS AND OFFICERS	17
SHAREHOLDER PROPOSALS	17
COST OF SOLICITATION OF PROXIES	17
INDEPENDENT PUBLIC ACCOUNTANTS	17
SECTION 16(a) REPORTING DELINQUENCIES	18
ANNUAL REPORT ON FORM 10-K	18
FORM OF SERIES B 8% SUBORDINATED CONVERTIBLE DEBENTURE
DUE DECEMBER 31, 2003	Exhibit 1
FORM OF SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
FOR THE PURCHASE OF THE SERIES B 8% SUBORDINATED CONVERTIBLE
DEBENTURE DUE DECEMBER 31, 2003	Exhibit 2

CHYRON CORPORATION

5 Hub Drive

Melville, New York 11747

PROXY STATEMENT

For Annual Meeting of Shareholders

to be Held on May 24, 2000

Approximate Mailing Date of Proxy Statement and Form of Proxy: April 7, 2000.

INFORMATION CONCERNING VOTE

General

This Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the Board of Directors of Chyron Corporation, a New York corporation (hereinafter, the "Company"), for use at the annual meeting of shareholders to be held on Wednesday, May 24, 2000, at 9:30 a.m., and at any and all adjournments thereof (the "Annual Meeting"), with respect to the matters referred to in the accompanying notice. The Annual Meeting will be held at the W New York Hotel, located at 541 Lexington Avenue, New York, New York 10022.

Voting Rights and Outstanding Shares

Only shareholders of record at the close of business on March 27, 2000 are entitled to notice of and to vote at the Annual Meeting. As of the close of business on March 1, 2000, 32,115,687 shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company were issued and outstanding. Each share of Common Stock entitles the record holder thereof to one (1) vote on all matters properly brought before the Annual Meeting.

Revocability of Proxies

A shareholder who executes and mails a proxy in the enclosed return envelope may revoke such proxy at any time prior to its use by notice in writing to the Secretary of the Company, at the above address, or by revocation in person at the Annual Meeting. Unless so revoked, the shares represented by duly executed proxies received by the Company prior to the Annual Meeting will be presented at the Annual Meeting and voted in accordance with the shareholder's instructions marked thereon. If no instructions are marked thereon, proxies will be voted (1) FOR the election as directors of the nominees named below under the caption "ELECTION OF THE BOARD OF DIRECTORS," and (2) FOR the approval of the conversion feature of Series B 8% Subordinated Convertible Debentures ("Debentures") purchased by four funds, (WPG Corporate Development Associates IV, L.L.C., WPG Corporate Development Associates IV (Overseas), L.P., WPG Enterprise Fund II, L.L.C. and Weiss, Peck & Greer Venture Associates III, L.L.C.) managed by Weiss, Peck & Greer, L.L.C. (the "WPG Funds") as discussed under the caption "PROPOSAL TO RATIFY THE CONVERSION FEATURE OF SERIES B 8% SUBORDINATED CONVERTIBLE DEBENTURES PURCHASED BY THE WPG FUNDS." In their discretion, the proxies are authorized to consider and vote upon such matters incident to the conduct of the Annual Meeting and upon such other business matters or proposals as may properly come before the Annual Meeting that the Board of Directors of the Company does not know a reasonable time prior to this solicitation will be presented at the Annual Meeting.

Voting Procedures

All votes shall be tabulated by the inspector of elections appointed for the Annual Meeting, who shall separately tabulate affirmative and negative votes, abstentions and broker-dealer non-votes. The presence of a quorum for the Annual Meeting, defined here as a majority of the votes entitled to be cast at the Annual Meeting, is required. Votes withheld from director nominees and abstentions will be counted in determining whether a quorum has been reached. Broker-dealer non-votes are not counted for quorum purposes.

Assuming a quorum has been reached, a determination must be made as to the results of the vote on each matter submitted for shareholder approval. Director nominees must receive a plurality of the votes cast at the Annual Meeting, which means that a vote withheld from a particular nominee or nominees will not affect the outcome of the Annual Meeting. The ratification of the conversion of the Debentures purchased by the WPG Funds must be approved by a majority of the votes cast at the Annual Meeting. Abstentions and broker-dealer non-votes will not be counted in determining the number of votes cast in connection with the ratification of the conversion of the Debentures.

ELECTION OF THE BOARD OF DIRECTORS

The Board of Directors has nominated nine (9) persons to be elected as Directors at the Annual Meeting and to hold office until the next annual meeting or until their successors have been duly elected and qualified. It is intended that each proxy received by the Company will be voted FOR the election, as directors of the Company, of the nominees listed below, unless authority is withheld by the shareholder executing such proxy. Shares may not be voted cumulatively. Each of such nominees has consented to being nominated and to serve as a director of the Company if elected. If any nominee should become unavailable for election or unable to serve, it is intended that the proxies will be voted for a substitute nominee designated by the Board of Directors. At the present time, the Board of Directors knows of no reason why any nominee might be unavailable for election or unable to serve. The proxies cannot be voted for a greater number of persons than the number of nominees named herein.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL

Director Nominees

The following table sets forth certain information with respect to the nominees for directors:

		Director of the
Name	Company Position and Offices Held	Company Since
Charles M. Diker	Director, Member of the Audit Committee, Member	September, 1995
	of the Compensation and Stock Option Committee
Joseph A. Flaherty	Director	October, 1998
Donald P. Greenberg	Director	September, 1996
Roger Henderson	President and Chief Executive Officer, Director	February, 1999
Alan J. Hirschfield	Director, Member of the Audit Committee	July, 1995
Christopher R. Kelly	Director	August, 1999
Wesley W. Lang, Jr.	Director, Member of the Compensation and Stock	July, 1995
	Option Committee
Eugene M. Weber	Director, Member of the Audit Committee	July, 1995
Michael I. Wellesley-Wesley	Executive Chairman of the Board, Member of the	May, 1995
	Compensation and Stock Option Committee

Charles M. Diker, age 65, is a non-managing principal with the investment management company of Weiss, Peck & Greer, L.L.C. ("Weiss, Peck & Greer") and has been associated with such company since 1976. Mr. Diker is the Chairman of the Board of Directors of Cantel Industries, Inc. ("Cantel"), a manufacturer of infection control equipment and distributor of diagnostic devices. Mr. Diker is also a member of the Board of Directors of BeautiControl Cosmetics, Inc., an international direct sales skin care, cosmetics, health and image company, International Specialty Products Inc., a manufacturer of specialty chemicals, and AMF Bowling Inc., an operator of bowling centers.

Joseph A. Flaherty, age 69, is Senior Vice President, Technology for CBS Corporation, where he is responsible for new television technologies. He has held such position since 1990. He has been a major force behind the development and introduction of digital TV and HDTV in the U.S., and directs all CBS national and international technical standards activities. This election marks his first to a corporate board of directors. Dr. Flaherty is a frequent lecturer on television technology and has published over 100 technical articles.

Donald P. Greenberg, age 66, is the Jacob Gould Schurman Professor of Computer Graphics and Founding Director, Program of Computer Graphics, at Cornell University. He has been a professor at Cornell University since 1968. He is also a member of the Board of Directors of Data Broadcasting Corporation ("DBC"), a provider of various financial data and proprietary information, and PCA International, an operator of portrait studios.

Roger Henderson, age 43, is President and Chief Executive Officer of the Company and has held such position since June 1999. Prior to his current position, he served as the Managing Director of Pro-Bel since April 1996. From 1987 to March 1996, he was Software Director of Pro-Bel and Managing Director of Pro-Bel Software Ltd.

Alan J. Hirschfield, age 64, was Co-Chairman of the Board of Directors and Co-Chief Executive Officer of DBC from June 1992 through December 1999. He continues to serve as a director of DBC. Prior thereto, he served as Chief Executive Officer of Twentieth Century-Fox Film Corp., from 1980 to 1985, and Columbia Pictures Entertainment Inc., from 1973 to 1978. Mr. Hirschfield is also a member of the Board of Directors of Cantel.

Christopher R. Kelly, age 39, has been the owner of Fortuna Investments since 1997, where he specializes in private investments and venture capital. From 1985 through 1997, he held various positions, including partner and director, at Kelly Television. During his last four years at Kelly Television, he was also Partner and Director of Kelly Broadcasting Company.

Wesley W. Lang, Jr., age 42, is a Managing Director with the investment management company of Weiss, Peck & Greer, and has been associated with such company since 1985. Weiss, Peck & Greer manages, directly or indirectly, the following funds: WPG Corporate Development Associates IV, L.L.C.; WPG Enterprise Fund II, L.L.C.; WPG Corporate Development Associates IV (Overseas), L.P.; and Weiss, Peck & Greer Venture Associates III, L.L.C. (collectively, the "WPG Funds"). These funds are shareholders of the Company and are the subject of the proposal to ratify the conversion feature of the Debentures purchased by the WPG Funds.

Eugene M. Weber, age 49, is the Managing Partner of Weber Capital Management, L.L.C., an investment management firm which is the successor to Bluewater Capital Management, Inc., which Mr. Weber founded in 1995. From 1994 to 1995, Mr. Weber was an independent consultant to Westpool Investment Trust plc, a shareholder of the Company, and from 1983 to 1994 he was with Weiss, Peck & Greer, L.L.C., becoming a partner in 1987. Mr. Weber is a member of the Board of Directors of Computron Software Inc., a global provider of application software solutions for business and finance.

Michael I. Wellesley-Wesley, age 47, is Executive Chairman of the Board of Directors and formerly held the position of Chief Executive Officer of the Company from July 1995 through June 1997. From 1992 until 1995, he was a Director and Executive Vice President of DBC and from 1990 until 1992 he was a consultant to that corporation's predecessor. Mr. Wellesley-Wesley was an executive director of Stephen Rose & Partners Ltd., a London-based investment banking firm, from 1980 to 1990.

Committees of the Board of Directors and Meeting Attendance

The Board of Directors held six (6) meetings during fiscal year 1999. The Board of Directors appointed a Compensation and Stock Option Committee (the "Compensation Committee") and an Audit Committee. Each director attended at least 75% of the meetings of the Board of Directors and the committees on which he served.

The Compensation Committee is authorized to review and make recommendations to the Board of Directors on all matters regarding the remuneration of the Company's executive officers, including the administration of the Company's compensation plans. The current members of the Committee are Messrs. Diker, Lang and Wellesley-Wesley. The Committee held four (4) meetings during fiscal year 1999.

The Audit Committee is responsible for making recommendations to the Board of Directors as to the selection of the Company's independent auditor, maintaining communication between the Board and the independent auditor, reviewing the annual audit report submitted by the independent auditor and determining the nature and extent of problems, if any, presented by such audit warranting consideration by the Board. The current members of the Audit Committee are Messrs. Diker, Hirschfield and Weber. The Committee held two (2) meetings during fiscal year 1999.

Executive Officers

In addition to Mr. Henderson, the executive officers of the Company are as follows:

Dawn R. Johnston - Senior Vice President and Chief Financial Officer, age 47. Ms. Johnston joined the Company in September 1998 as the Company=s Senior Vice President and Chief Financial Officer. Prior to joining Chyron, she held the position of Vice President of Finance at Cardion, Inc., a Siemens Company, from 1996-1998. From 1993 to 1996, she was the Chief Financial Officer at Frequency Electronics, Inc. From 1983 to 1993 she was a Senior Audit Manager with PricewaterhouseCoopers LLP.

James M. Paul - Senior Vice President, Human Resources, age 56. Mr. Paul joined the Company as Senior Vice President, Human Resources in October 1997. From February 1995 through September 1997 he held the position of Senior Vice President, Human Resources with TELE-TV. From 1993 to 1995, Mr. Paul was Human Resource Director for Bell Atlantic Information and Video Services. From 1975 to 1993 he held several management positions at PRC Inc., a subsidiary of Black and Decker Corporation, including Vice President, Human Resource Policy and Programs and Vice President of Human Resources for the Commercial and International Group.

Graham Pitman - Senior Vice President and Managing Director of the Pro-Bel Group, age 49. Mr. Pitman joined Pro-Bel in 1977 and was a Founding Director. During his tenure at Pro-Bel, he has served as Operations Director and General Manager of the Hardware Division.

Kenneth Schwenk - Senior Vice President and President of Chyron Graphics, age 63. Mr. Schwenk joined the Company in January 2000. From 1994 to 1999 he was President of Vinten Inc., a manufacturer of television robotic equipment. Between 1992 and 1994 he was the President of Utah Scientific Inc. Prior to that time he held senior executive positions at Global Analysis Inc., Rohde & Schwarz Inc. and Harris Corporation.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary Compensation Table

The following table sets forth the cash and noncash compensation awarded to or earned by all Chief Executive Officers who served in that position during fiscal year 1999 and, the most highly compensated executive officers of the Company who held such positions at the end of fiscal year 1999, and received in excess of $100,000 in annual salary and bonus.

		Annual Compensation			Long Term Compensation
					Securities	All Other
Name and Principal					Underlying	Compensation
Position	Year	Salary	Bonus	Other(1)	Options(2)	(3)
Roger Henderson	1999	$228,773	$83,000		300,000
President, CEO and	1998	154,284	31,025(5)		35,000
Director	1997	131,040	26,200		25,000
Edward Grebow(6)	1999	221,623	25,000	$109,982		$13,410
President, CEO	1998	400,000	103,500(4)		50,000	11,331
and Director	1997	215,385	105,000		700,000	474
Dawn R. Johnston(7)	1999	127,692	24,000		40,000	2,000
Senior Vice President,	1998	33,857	5,000		25,000	348
Chief Financial Officer
James M. Paul(8)	1999	157,672	32,500		30,000	2,000
Senior Vice President,	1998	150,000	24,000		25,000	1,137
Human Resources	1997	37,500	7,500		25,000
Graham Pitman	1999	137,819	21,000		55,000
Senior Vice President	1998	109,072	19,200		14,000
	1997	103,200	15,480		36,000

(1) Except for Mr. Grebow, other Annual Compensation has been excluded since such amounts do not exceed the lesser of $50,000 or 10% of the total annual base salary and bonus disclosed in this table for the respective officer.

(2) 1998 excludes any previously issued options that were canceled and reissued on December 14, 1998 pursuant to a Board Resolution.

(3) All other compensation includes Company contributions under the Company=s 401(k) plan. In addition, for Mr. Grebow includes amounts paid with respect to term life insurance of $10,301 in 1998 and $11,718 in 1999.

(4) For 1998, one half of Mr. Grebow's bonus was paid in 28,463 shares of restricted stock and the balance of $51,750 was paid in cash.

(5) For 1998, one tenth of Mr. Henderson's bonus was paid in 1,550 shares of restricted stock and the balance of $27,923 was paid in cash.

(6) Mr. Grebow resigned as President and CEO in June, 1999.

(7) Ms. Johnston joined the Company in September 1998.

(8) Mr. Paul joined the Company in October 1997.

Stock Option Grants

Set forth below is information on grants of stock options under the Chyron 1999 Incentive Compensation Plan (the "Incentive Compensation Plan") for the named executive officers for the period January 1, 1999 to December 31, 1999.

		Percent of
	Number of	Total
	Securities	Options
	Underlying	Granted to	Exercise
	Options	Employees in	Price	Expiration
	Granted	Fiscal Year	Per Share	Date	Fair Value
Roger Henderson	300,000	25.8%	$1.938	6/10/09	$0.88
Dawn R. Johnston	15,000	1.3%	$1.625	7/21/09	0.74
	25,000	2.2%	$0.750	10/27/09	0.35
James M. Paul	15,000	1.3%	$1.625	7/21/09	0.74
	15,000	1.3%	$0.750	10/27/09	0.35
Graham Pitman	40,000	3.4%	$1.625	7/21/09	0.74
	15,000	1.3%	$0.750	10/27/09	0.35

All options reported above were awarded under the Incentive Compensation Plan. The Company has not granted any stock appreciation rights. Pursuant to the terms of the Plan, the exercise price per share for all options is the closing price of the Common Stock as reported on the New York Stock Exchange ("NYSE") on the date of grant. The 300,000 options granted to Mr. Henderson will vest in three equal installments; the first installment is exercisable at date of grant, the second and third installments vest on the first and second anniversaries of their date of grant. The award of 15,000 options to each of Ms. Johnston and Mr. Paul on July 21, 1999 were immediately exercisable. The other options reported above become exercisable in three equal installments, on the first, second and third year anniversaries of their date of grant.

"Fair Value" is determined under the Black-Scholes pricing model, a widely recognized method of determining the present value of options. The factors used in this model are as follows: dividend yield - 0.0%; volatility -50%; risk-free rate of return - 5.96% and option terms of 4-5 years. The actual value, if any, an executive officer may realize will depend on the extent to which conditions as to exercisability of the option are satisfied and the excess of the stock price over the exercise price on the date the option is exercised. There is no assurance that the value realized by an executive officer will be consistent with the value estimated by the Black-Scholes model. The estimated values under the model are based on assumptions regarding interest rates, stock price volatility and future dividend yield. The model is used for valuing market traded options and is not directly applicable to valuing stock options granted under the Incentive Compensation Plan which cannot be transferred.

Pension Plans

The Company maintains a domestic, qualified non-contributory defined benefit pension plan (the "U.S. Pension Plan") for all employees of Chyron Corporation. Under the U.S. Pension Plan, a participant retiring at normal retirement age receives a pension benefit equal to the sum of: (i) 25% of his or her average monthly total compensation up to the level of social security covered compensation plus 38% of such earnings in excess of social security covered earnings for years of service prior to July 1, 1998 and (ii) 32% of his or her average monthly base compensation up to the level of social security covered compensation plus 48% of such earnings in excess of social security covered earnings for years of service subsequent to July 1, 1998. A participant's average monthly compensation is his or her monthly compensation averaged during the five consecutive years during the ten-year period prior to his or her termination that produces the highest average monthly compensation.

Participants in the U.S. Pension Plan vest according to the following schedule:

Employees Hired Prior to July 1, 1998		Employees Hired On or After July 1, 1998
Years of Service	Amount Vested	Years of Service	Amount Vested
Less than 2	0%	Less than 5	0%
2	20%	5 or more	100%
3	40%
4	60%
5 or more	100%

As of December 31, 1999, the number of years of service for the named executive officers is as follows:

Ms. Johnston, 1 year and Mr. Paul, 2 years.

The following table shows the aggregate annual benefits under the U.S. Pension Plan as now in effect that would be currently payable to participants retiring at age sixty-five on a single-life basis under various assumptions as to salary and years of service. Benefits under the U.S. Pension Plan are payable in the form of a monthly, lifetime annuity commencing on the later of normal retirement age or the participant's date of retirement, or, at the participant's election, in a lump sum or installment payments. The amounts shown reflect the level of social security covered compensation for a participant reaching age sixty-five in 1999. In addition, the participant is entitled to receive social security benefits. The Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, as amended, limit the annual retirement benefit that may be paid out of funds accumulated under a qualified pension plan. The current maximum annual benefit payable under the U.S. Pension Plan is $130,000. This maximum is proportionately reduced for years of plan participation less than ten. Compensation in excess of $160,000 may not be taken into account in the determination of benefits under the U.S. Pension Plan.

U.S. Pension Plan Table
Highest Consecutive Five-Year Average		Years of Credited Service at Retirement at Age 65
Compensation During the Last Ten Years
of Employment		10	20	30	35
	$ 50,000	$ 5,300	$10,700	$16,000	$18,700
	$100,000	$12,200	$24,400	$36,600	$42,700
	$150,000	$19,100	$38,100	$57,200	$66,700
	$160,000	$20,400	$40,900	$61,300	$71,500

The Company's U.K. subsidiary, Pro-Bel, has a non-contributory defined benefit pension plan (the "U.K. Pension Plan") covering all permanent employees of Pro-Bel. Under the U.K. Pension Plan, a participant retiring after working 40 years with Pro-Bel will receive 66.66% of his or her basic earnings averaged over the last thirty-six (36) months of employment in addition to the U.K.'s basic and earnings related pension. Under U.K. legislation, benefits vest on a pro rata basis following completion of two (2) years of membership. Spouses' pension of 50% of the members pension are payable on the death of the plan member whether in service or following retirement. As of December 31, 1999, Mr. Henderson and Mr. Pitman, participants in the U.K. Pension Plan, have 21 years and 22 years of credited service, respectively.

Directors' Compensation

Directors of the Company who are also salaried officers or employees of the Company do not receive special or additional compensation for serving on the Board of Directors or any of its committees. Each director who is not a salaried officer or employee of the Company receives an annual fee of $5,000 (except for the Chairman who receives an annual fee of $10,000), plus $1,000 for attending each meeting of the Board of Directors and $500 for attending each committee meeting. In addition, each non-employee director receives options, to purchase 5,000 shares of Common Stock at an exercise price equal to the market value on the last trading day of each July.

Employment Contracts and Termination of Employment

and Change-In-Control Arrangements

The Company has an employment agreement with Mr. Roger Henderson, President and Chief Executive Officer, which is in effect until June 10, 2001 and can be renewed on an annual basis thereafter. Under the agreement, Mr. Henderson is entitled to receive a base salary of 175,000 British pounds sterling ($280,000 at the exchange rate at the commencement date), subject to adjustment based on the Consumer Price Index. In addition, Mr. Henderson shall receive an annual bonus of up to 50% of his base salary based upon the achievement of performance goals determined by the Compensation Committee. If the agreement is terminated with cause, Mr. Henderson is entitled only to receive that portion of his base salary owed through date of termination. If the agreement is terminated without cause, Mr. Henderson is entitled to receive the greater of his base salary for a twelve month period or the remainder of his employment term. In addition, all options which have not vested at the date of termination shall immediately vest. The agreement also contains certain restrictions on competition.

The Company has an employment agreement with Mr. Paul, Senior Vice President, Human Resources, which is in effect until June 30, 2001. Mr. Paul is entitled to receive an annual base salary of $150,000 and is eligible for a bonus of up to 20% of his base salary subject to the achievement of certain annual performance criteria, both of which can be increased at the discretion of the Chief Executive Officer. If the agreement is terminated with cause, Mr. Paul is entitled only to receive that portion of his base salary owed through date of termination. If the agreement is terminated without cause, Mr. Paul will be entitled to his base salary and bonus for the lesser of eighteen months or the balance of his employment term. In addition, all options granted which have not vested at the date of termination shall immediately vest. The agreement also contains certain restrictions on competition.

The Company has an employment agreement with Mr. Pitman, Senior Vice President and Managing Director of Pro-Bel. The agreement is indefinite until Mr. Pitman is provided written notification by the Company. As of June 14, 2000, the required notice period is one year. Under the agreement, Mr. Pitman is entitled to receive a base salary of 100,000 British pounds sterling ($157,894 at March 1, 2000). Mr. Pitman shall be entitled to additional remuneration and bonuses as determined by the Board of Directors. The agreement also contains restrictions on competition.

COMPENSATION AND STOCK OPTION COMMITTEE

REPORT ON EXECUTIVE COMPENSATION

It is the duty of the Compensation Committee to develop, administer, and review the Company's compensation plans, programs and policies, to monitor the performance and compensation of executive officers and other key employees and to make appropriate recommendations and reports to the Board of Directors relating to executive compensation.

The Company's compensation program is intended to motivate, retain and attract management, linking incentives to financial performance and enhanced shareholder value. The program's fundamental philosophy is to tie the amount of compensation "at risk" for an executive to his or her contribution to the Company's success in achieving superior performance objectives.

The compensation program currently consists of two components: (1) a base salary and (2) the potential for an annual cash bonus of up to 50% of base salary for the Chief Executive Officer, and up to 25% of base salary for the other executive officers, based upon the satisfaction of certain performance criteria set annually by the Compensation Committee for each position. The criteria may relate to overall Company performance, the individual executive's performance or a combination of the two, depending upon the particular position at issue. The second component constitutes the "at risk" portion of the compensation program. Additionally, employees (including executive officers) are eligible to receive awards pursuant to the Company's Incentive Compensation Plan.

All amounts paid or accrued during fiscal year 1999 under the above-described compensation program are included in the table found in the section captioned "Summary Compensation Table."

The Compensation and Stock Option Committee

Respectfully submitted,

Charles M. Diker, Wesley W. Lang, Jr., and

Michael I. Wellesley-Wesley

April 7, 2000

STOCK PERFORMANCE CHART

The following chart compares the yearly percentage change in the cumulative total shareholder return on the Common Stock during the five fiscal years ended December 31, 1999 with the cumulative total return on the Russell 2000 Index and a peer group selected by the Company consisting of businesses engaged in supplying equipment to the broadcast and video industry. The comparison assumes $100 was invested on December 31, 1994 in the Common Stock of the Company and in each of the foregoing indices and assumes reinvestment of dividends.

The businesses included in the Company-selected peer group are: Avid Technology Inc., Carlton Communications Plc, Leitch Technology Corp., Philips Electronics NV, Sony Corp., and Tektronix Inc. The returns of each component issuer in the foregoing group have been weighted according to the respective issuer's stock market capitalization.

[PERFORMANCE CHART APPEARS HERE]

	Chyron	Peer Group	Russell 2000
December 31, 1994	$100	$100	$100
Year Ended December 31, 1995	550	113	127
Year Ended December 31, 1996	575	128	155
Year Ended December 31, 1997	296	169	204
Year Ended December 31, 1998	125	168	191
Year Ended December 31, 1999	100	387	188

On February 7, 1997 the Company effected a one-for-three reverse stock split of its Common Stock. The table above reflects the one-for-three reverse stock split. On March 1, 2000, 32,115,687 shares of Common Stock were outstanding.

PROPOSAL TO RATIFY THE CONVERSION FEATURE OF SERIES B 8%

SUBORDINATED CONVERTIBLE DEBENTURES

PURCHASED BY THE WPG FUNDS

The Board is hereby submitting to the shareholders of the Company for their approval a proposal to ratify the conversion feature of Debentures purchased in July 1999 by four funds: WPG Corporate Development Associates IV, L.L.C.; WPG Corporate Development Associates IV (Overseas), L.P.; WPG Enterprise Fund II, L.L.C.; and Weiss, Peck & Greer Venture Associates III, L.L.C. - managed by Weiss, Peck & Greer, L.L.C. (collectively, the "WPG Funds"). Under the rules of the New York Stock Exchange ("NYSE"), the exchange on which the Company's Common Stock is listed, shareholder approval is required prior to the issuance by the Company to a "Related Party" of: (i) more than one percent (1%) of the number of shares of Common Stock outstanding before the issuance, or (ii) securities convertible into more than one percent (1%) of the number of shares of Common Stock outstanding before the issuance. The WPG Funds are considered a "Related Party" of the Company under the rules of the NYSE because they have representation on the Company's Board of Directors.

If this proposal is approved by the shareholders of the Company, the Debentures purchased by the WPG Funds would be eligible to convert, in whole or in part, at the sole option of the WPG Funds, into an aggregate of 1,248,273 shares of Common Stock, representing approximately 3.89 percent (3.89%) of the Common Stock currently outstanding. The approval of this proposal by the shareholders will not necessarily result in the conversion of the Debentures purchased by the WPG Funds into Common Stock. Approval of this proposal will mean the Debentures purchased by the WPG Funds are eligible to be converted into Common Stock if the WPG Funds elect to convert them.

In accordance with the terms of the Debentures and the rules of the NYSE, if shareholder approval for this proposal is not obtained then only $521,406 aggregate principal amount of the Debentures purchased by the WPG Funds will be eligible to convert into Common Stock. Such amount would convert into 320,865 shares of Common Stock, which is equal to one percent (1%) of the Common Stock of the Company outstanding on the date the Debentures were purchased by the WPG Funds. The remaining $1,507,039 aggregate principal amount of the Debentures would not be eligible to convert into Common Stock and such amount would be payable to the WPG Funds by the Company when the Debentures are due on December 31, 2003.

The Debentures and the related subscription agreement are included as exhibits in this document. The principal features of the Debentures are described below.

The Board of Directors believes allowing the Debentures purchased by the WPG Funds to be eligible to convert into Common Stock is in the best interest of the Company. Approval of this proposal will require the affirmative vote of a majority of the votes cast. Abstentions and broker-dealer non-votes will not be counted in determining the number of votes cast.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THIS PROPOSAL

Reasons for the Issuance of the Debentures

The delay in the rollout of HDTV by broadcasters and their reluctance to purchase analog equipment has significantly impacted the Company's ability to achieve its internal revenue and earnings targets and maintain positive cash flow. To weather this difficult time, the Company required additional working capital for operations and to fund research and development, particularly for certain Internet initiatives. The Debentures enabled the Company to meet certain of these needs.

Principal Features of the Debentures

The Debentures totaling $6,452,000 are due December 31, 2003. Interest is payable quarterly at an annual rate of 8% commencing October 1, 1999. The WPG Funds purchased an aggregate of $1,960,000 of the Debentures. Until July 15, 2001, at the Company's sole option, all interest payable, in whole or in part, may be satisfied by increasing the amount of principal owed to include the interest that is payable. As of December 31, 1999 approximately $68,000 of interest was paid to the WPG Funds in the form of additional debentures issued by the Company.

The Debentures are convertible into whole shares of Common Stock of the Company, at the option of the holder at any time, at a rate of $1.625, the closing price of the Common Stock reported by the NYSE, for the trading day immediately preceding the initial issue date of the Debentures. This conversion price shall be adjusted under certain circumstances, including but not limited to, stock splits and dividends. The Debentures will have no voting rights unless converted into Common Stock.

The Debentures may be redeemed by the Company at any time commencing one year from the issue date, at the Company's option, in whole or in part, provided that the average closing price for the Common Stock as reported by the NYSE shall have, for any twenty trading days within a period of thirty consecutive trading days, equaled or exceeded 150% of the conversion price.

The Debentures are unsecured senior subordinated obligations of the Company. Upon any distribution of assets of the Company in connection with any dissolution, winding up or liquidation of the Company, the holders of senior indebtedness shall first be entitled to receive payment in full, before the holders of these Debentures.

The Company will undertake to file a registration statement with the Securities and Exchange Commission covering the Common Stock issuable upon conversion of the Debentures. It is anticipated that, when issued, the Common Stock underlying the Debentures will be listed on the NYSE. The Company does not intend to apply for listing of the Debentures on the NYSE or any other recognized securities exchange.

The following events have qualified as "Events of Default" under the Debentures if they exist and continue:

• The Company fails to pay interest on any Debenture on or before the date such payment is due and such failure to pay remains uncured for a period of 10 days.
• The Company fails to pay principal on any debenture on or before the date such payment is due.
• The Company fails to perform or observe any other covenant or agreement contained in the Debentures and that failure 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 proper notice.
• A custodian, receiver, liquidator or trustee, is appointed or takes possession of the Company or any of the Company's properties 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 Company's property 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.
• 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.
• The Company makes an assignment for the benefit of its creditors, or generally fails to pay its obligations as they become due, or the Company 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 the Company's property.

In case an event of default, other than an event of default described in the last three paragraphs above, 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 the last three paragraphs 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.

Description of the Company's Common Stock

General

The Company is authorized to issue 150,000,000 shares of Common Stock, par value $0.01 per share and 1,000,000 shares of preferred stock, par value without designation. As of March 1, 2000, 32,115,687 shares of Common Stock and no shares of preferred stock were issued and outstanding.

As of March 1, 2000, an additional 4,570,739 shares of Common Stock were reserved for issuance upon options granted or to be granted pursuant to the Chyron 1999 Incentive Compensation Plan and issued and outstanding warrants.

Common Stock

Each share of Common Stock is entitled to one vote at all meetings of shareholders. All shares of Common Stock are equal to each other with respect to liquidation rights and dividend rights. There are no preemptive rights associated with the Common Stock. In the event of liquidation, dissolution, or winding up of the Company, holders of the Common Stock will be entitled to receive, on a pro rata basis, all assets of the Company remaining after satisfaction of all liabilities and all liquidation preferences granted to holders of preferred stock of the Company.

The Company has not paid any dividends on its Common Stock since 1989. In addition, pursuant to the terms of the Debenture, no dividends or other payment can be declared and paid on the Common Stock unless the Company also declares and pays dividends on the shares of Common Stock issuable upon conversion of the Debentures.

No Dissenter's Rights

Under New York law, shareholders are not entitled to dissenter's rights of approval with respect to the proposed ratification of the conversion feature of the Debentures purchased by the WPG Funds. If the proposal is approved, the Debentures will be deemed to be fully convertible. Approval of this proposal will require the affirmative vote of a majority of the votes cast. Abstentions and broker-dealer non-votes will not be counted in determining the number of votes cast.

OTHER MATTERS ARISING AT THE ANNUAL MEETING

The matters referred to in the Notice of Annual Meeting and described in this Proxy Statement are, to the knowledge of the Board of Directors, the only matters that will be presented for consideration at the Annual Meeting. If any other matters should properly come before the Annual Meeting, the persons appointed by the accompanying proxy will vote on such matters in accordance with their best judgment pursuant to the discretionary authority granted to them in the proxy.

PRINCIPAL SHAREHOLDERS

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of March 1, 2000, certain information about all persons who, to the Company's knowledge, were beneficial owners of 5% or more of Common Stock of the Company(1).

Name and Address of	Amount and Nature of	Percent of
Beneficial Owner	Beneficial Ownership(2)	Class(2)(3)
Philip Greer (4)	9,927,595	30.31%
Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, New York 10004
WPG PE Fund Advisor, L.P.(5)	5,870,868	18.07%
One New York Plaza
New York, New York 10004
London Merchant Securities plc(6)	4,025,620	12.31%
Carlton House
33 Robert Adam Street
London, W1M 5AH
England
WPG Venture Partners III, L.P.(7)	2,641,313	8.18%
One New York Plaza
New York, New York 10004
Christopher R. Kelly(8)	2,080,326	6.19%
800 Fifth Avenue, Suite 1400
Seattle, WA 98104

Security Ownership of Management

The following table sets forth, as of March 1, 2000, certain information with respect to the beneficial ownership of each class of the Company's equity securities by each director and the named executive officer of the Company and all directors and executive officers of the Company as a group(1).

Name of	Amount and Nature of	Percent of
Beneficial Owner	Beneficial Ownership (2)	Total (2)(3)
Wesley W. Lang, Jr.(9)	9,947,594	30.35%
Michael I. Wellesley-Wesley(10)	2,284,813	7.11%
Christopher R. Kelly(8)	2,080,326	6.19%
Charles M. Diker(11)	596,718	1.85%
Alan J. Hirschfield(12)	472,752	1.47%
Roger Henderson(13)	165,324	*
Graham Pitman(14)	81,991	*
Eugene M. Weber(15)	40,382	*
James M. Paul(16)	39,999	*
Dawn R. Johnston(17)	23,333	*
Donald P. Greenberg(18)	16,666	*
Joseph A. Flaherty(19)	6,000	*
All directors and executive officers as a group	15,755,898	45.47%
(12 persons)

* Less than one percent (1%).

(1) These tables are based upon information supplied by Schedules 13D and 13G, if any, filed with the Securities and Exchange Commission (the "SEC"). Unless otherwise indicated in the footnotes to the table and subject to the community property laws where applicable, each of the shareholders named in this table has sole voting and investment power with respect to the shares shown as beneficially owned by him/her. Applicable percentage of ownership is based on 32,115,687 shares of Common Stock, which were outstanding on March 1, 2000.

(2) Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days of March 1, 2000, are deemed outstanding. To the Company's knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person's name.

(3) In calculating the percent of the outstanding shares of Common Stock, all shares issuable on exercise of stock options or the conversion of debentures held by the particular beneficial owner, that are included in the column to the left of this column are deemed to be outstanding.

(4) Mr. Greer is a General Partner of WPG PE Fund Advisor, L.P. ("PEF"), WPG Venture Partners III, L.P. ("WPGVP") and WPG PE Fund Advisor (Overseas), L.P. ("Overseas").

(5) PEF serves as the Fund Investment Advisor of WPG Corporate Development Associates IV, L.L.C. ("CDA IV") which beneficially owns 5,870,868 shares, including 377,809 which may be acquired upon the conversion of presently convertible debentures. PEF disclaims beneficial ownership of such shares, except to the extent of its interest in CDA IV.

(6) Includes 2,732,387 shares beneficially owned by Westpool Investment Trust plc and 1,293,233 shares beneficially owned by Lion Investments Limited (of which 404,284 shares and 190,445 shares, respectively, may be acquired upon the conversion of presently convertible debentures). These entities are wholly owned subsidiaries of London Merchant Securities plc.

(7) WPGVP serves as the Managing Member of WPG Enterprise Fund II, L.L.C. ("Enterprise") and Weiss, Peck & Greer Venture Associates III, L.L.C. ("WPGVA"), which beneficially own 1,428,600 and 1,212,713 shares, respectively, (which include 94,764 and 77,806 shares, respectively, which may be acquired upon the conversion of presently convertible debentures).

(8) Includes 1,490,326 shares which may be acquired upon the conversion of presently convertible debentures.

(9) Includes 19,999 shares that may be acquired upon the exercise of presently exercisable options. Also Includes 9,927,595 shares beneficially owned by PEF, WPGVP and Overseas. Mr. Lang is a Managing Director with the investment management company of Weiss, Peck & Greer. Mr. Lang disclaims beneficial ownership of such shares (other than the options), except to the extent of his interests in such entities.

(10) Shares are directly owned by Paris Investments Limited, an entity of which Michael I. Wellesley-Wesley is the sole beneficiary.

(11) Mr. Diker directly owns 444,955 shares of Common Stock and is the president of a Foundation which owns 40,000 shares of Common Stock. Also includes 44,999 shares that may be acquired upon the exercise of presently exercisable options and 66,764 shares that may be acquired upon the conversion of presently convertible debentures.

(12) Includes 19,999 shares that may be acquired upon the exercise of presently exercisable options and 6,082 shares that may be acquired upon the conversion of presently convertible debentures.

(13) Includes 124,166 shares that may be acquired upon the exercise of presently exercisable options. Also includes 1,158 shares as to which Mr. Henderson disclaims beneficial ownership.

(14) Includes 10,666 shares that may be acquired upon the exercise of presently exercisable options.

(15) Includes 19,999 shares that may be acquired upon the exercise of presently exercisable options and 9,383 shares that may be acquired upon the conversion of presently convertible debentures.

(16) Includes 39,999 shares that may be acquired upon the exercise of presently exercisable options.

(17) Includes 23,333 shares that may be acquired upon the exercise of presently exercisable options.

(18) Includes 16,666 shares that may be acquired upon the exercise of presently exercisable options.

(19) Includes 5,000 shares that may be acquired upon the exercise of presently exercisable options.

INTERESTED PARTY TRANSACTIONS

Mr. Wellesley-Wesley has an arrangement with the Company, pursuant to which he provides services in connection with potential strategic alliances, mergers and business opportunities for the Company, primarily in Europe. During 1999 he received approximately $58,000 as compensation and benefits for such services.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company has entered into indemnity agreements with each of its directors and executive officers. The indemnity agreements provide that directors and executive officers (the "Indemnities") will be indemnified and held harmless to the fullest possible extent permitted by law including against all expenses (including attorney's fees), judgments, fines, penalties and settlement amounts paid or incurred by them in any action, suit or proceeding on account of their services as director, officer, employee, agent or fiduciary of the Company or as directors, officers, employees or agents of any other company or entity at the request of the Company. The Company will not, however, be obligated pursuant to the agreements to indemnify or advance expenses to an indemnified party with respect to any action (1) in which a judgment adverse to the Indemnitee establishes (a) that the Indemnitee's acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material, or (b) that the Indemnitee personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or (2) which the Indemnitee initiated, prior to a change in control of the company, against the Company or any director or officer of the Company unless the Company consented to the initiation of such claim. The indemnity agreements require an Indemnitee to reimburse the Company for expenses advanced only to the extent that it is ultimately determined that the director or executive officer is not entitled, under Section 723(a) of the New York Business Corporation Law and the indemnity agreement, to indemnification for such expenses.

SHAREHOLDER PROPOSALS

A shareholder of the Company who wishes to present a proposal for action at the Company's 2000 Annual Meeting of Shareholders must submit such proposal to the Company, in accordance with Rule 14-8 under the Securities Exchange Act of 1934. To be eligible for inclusion such proposal must be received by the Company, no later than December 8, 2000.

COST OF SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is made by and on behalf of the Company's Board of Directors. The cost of such solicitation will be paid by the Company. Such cost includes the preparation, printing and mailing of the Notice of Annual Meeting, Proxy Statement, Annual Report and form of proxy. The solicitation will be conducted principally by mail, although directors, officers and employees of the Company (at no additional compensation) may solicit proxies personally or by telephone or telegram. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of proxy material to the beneficial owners of shares held on record by such fiduciaries, and the Company may reimburse such persons for their reasonable expenses in so doing.

INDEPENDENT PUBLIC ACCOUNTANTS

Representatives of PricewaterhouseCoopers LLP, which audited the Company's 1997, 1998 and 1999 financial statements, are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they so desire, and they are expected to be available to respond to appropriate questions.

SECTION 16(a) REPORTING DELINQUENCIES

Section 16(a) of the Securities and Exchange Act of 1934 requires the Company's directors and executive officers, and persons who beneficially own more than ten percent (10%) of a registered class of the Company's equity securities, to file with the SEC and The New York Stock Exchange reports of ownership and changes in ownership of Common Stock and other equity securities of the Company. Executive officers, directors and greater than ten percent (10%) beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports that they file. Based solely upon a review of the copies of such reports furnished to the Company or written representations that no other reports were required, the Company believes that, during fiscal year 1999, all filing requirements applicable to its executive officers, directors, and greater than ten percent (10%) beneficial owners were met.

ANNUAL REPORT ON FORM 10-K

The Company will provide without charge to each person whose proxy is solicited, upon the written request of any such person, a copy of the Company's Annual Report on Form 10-K for the period January 1, 1999 through December 31, 1999, filed with the SEC, including the financial statements and the schedules thereto. The Company does not undertake to furnish without charge copies of all exhibits to its Form 10-K, but will furnish any exhibit upon the payment of Twenty Cents ($0.20) per page or a minimum charge of Five Dollars ($5.00). Such written requests should be directed to Ms. Judy Comerchero, Chyron Corporation, 5 Hub Drive, Melville, New York 11747. Each such request must set forth a good faith representation that, as of March 27, 2000, the person making the request was a beneficial owner of securities entitled to vote at the Annual Meeting. The Company incorporates herein the Annual Report by reference.

By Order of the Board of Directors,

/s/ Robert S. Matlin, Esq.

Robert S. Matlin, Esq.,

Secretary

Melville, New York

April 7, 2000

EX-4

SERIES B 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 AACT@), 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 T THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.

Melville, New York

$___________

No. _________ _____________, 1999

FOR VALUE RECEIVED, the undersigned, CHYRON CORPORATION, a New York corporation (the ACompany@), hereby promises to pay to ______________ ____________________or its permitted assigns (the AHolder@) 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, Issued Commencing July 26, 1999, Due December 31, 2003 (the ADebentures@).

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 AIssue 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 AInterest Rate@). Interest on this Debenture shall be payable quarterly or the first day of each April, July, October, and January commencing October 1, 1999, or upon conversion, redemption or at maturity of this Debenture, whichever occurs first. Until July 15, 2001, at the Company's sole option, all interest payable hereunder, either in whole or in part, may be satisfied by increasing the amount of principal owed hereunder to include the interest that is payable.

1.2 Principal. The principal on this Debenture shall be paid upon maturity of this Debenture, unless it has been converted, 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 AMaturity 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 ASenior 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) AIndebtedness@ 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) ASubsidiary@ or ASubsidiaries@ 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) AAffiliate@ 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, $1,292,000 aggregate principal amount of 8% subordinated convertible debentures issued by the Company commencing December 31, 1998, 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 AEvent 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 state that the notice is a ANotice 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 5.5.

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 AConversion Price@) at which Common Stock shall be issuable upon the conversion of this Debenture shall initially be $1.625 (which amount is the closing price of the Common Stock, as such price was reported by the New York Stock Exchange, for the trading day 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 ACommon 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 AFundamental 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.

3.11 Limitation on Conversion. If under the rules of the New York Stock Exchange with regard to purchasers of convertible instruments who are affiliates of the Company, the Company is unable to issue shares of Common Stock upon all or any part of the conversion of the Debenture, then the Debenture shall not be convertible as to such amount and such amount shall be payable only in cash by the Company at maturity. The Company shall use all reasonable efforts to make the Debenture convertible in full.

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 then outstanding principal of this Debenture, plus accrued and unpaid interest to the redemption date provided that the average closing price for the Common Stock as reported by the New York Stock Exchange shall have, for any twenty (20) trading days within a period of thirty (30) consecutive trading days prior to the date on which notice of redemption is given, equaled or exceeded 150 percent of the Conversion Price then in effect. 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. MISCELLANEOUS

5.1 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.

5.2 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.

5.3 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.

5.4 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 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.

5.5 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.

5.6 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.

5.7 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.

5.8 Unsecured. This Debenture is an unsecured obligation of the Company.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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: Dawn R. Johnston Name: Roger Henderson

Title: Sr. Vice President, Finance Title: President and Chief Executive Officer

FORM OF

NOTICE OF CONVERSION OF

SERIES B 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 Series B 8% Subordinated Convertible Debenture number ____ (the ADebenture@). As of the date hereof, $___________ aggregate principal amount of the Debenture remains unconverted.

I hereby give notice to Chyron Corporation (the ACompany@) 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:

EX-4

NAME OF SUBSCRIBER: ____________________

To: CHYRON CORPORATION

5 HUB DRIVE

MELVILLE, NEW YORK 11747

CHYRON CORPORATION

SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION

SECTION 1.

1.1 Subscription. The undersigned, intending to be legally bound, hereby subscribes for and agrees to purchase the amount of Series B 8% Subordinated Convertible Debentures (each a "Debenture") issued by Chyron Corporation, a New York corporation (the "Company"), indicated on page 9 hereof. Each Debenture shall be convertible, subject to the limitations imposed by the Rules of the New York Stock Exchange, at the option of the holder thereof, into shares of common stock, par val

1.2 Purchase of Debentures. The undersigned understands and acknowledges that the purchase price to be remitted to the Company in exchange for the Debentures, if any, shall be one-thousand United Stated Dollars ($1,000) per Debenture. Payment for the Debenture(s) shall be made by certified check or wire transfer in accordance with the instructions of the Company, together with an executed copy of this Agreement and any other required documents.

SECTION 2.

2.1 Acceptance or Rejection.

(a) The undersigned understands and agrees that the Company reserves the right to reject this subscription for the Debenture(s) in whole or part in any order, if, in its reasonable judgment, it deems such action in the best interests of the Company, at any time prior to the applicable Closing (as defined herein), notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's subscription.

(b) The undersigned understands and agrees that subscriptions may be revoked provided that written notice of revocation is sent by certified or registered mail, return receipt requested, and is received by the Company at least two business days prior to the applicable Closing.

(c) In the event of rejection of this subscription, or in the event the sale of the Debenture(s) subscribed for by the undersigned is not consummated by the Company for any reason (in which event this Subscription Agreement shall be deemed to be rejected), this Subscription Agreement and any other agreement entered into between the undersigned and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly return or cause to be returned to the undersigned the purchase price remitted to the Company by the undersigned, without interest thereon or deduction therefrom.

2.2 Closing; Closing Date.

The initial closing shall take place at the offices of the Company or such other place as determined by the Company, on such date as is set by the Company. The Company's acceptance of the undersigned's subscription shall be evidenced by the Company's execution of this Agreement and execution of the Debenture(s) subscribed for. Subsequent closings, if any, will be held at such times, and in such places, as are determined by the Company (each a "Closing"). At the Closing of the purchase and sale of the Debenture(s) subscribed to by the undersigned, the Company shall prepare for delivery to the undersigned the certificate(s) for the Debenture(s) to be issued and sold to the undersigned, duly registered in the undersigned's name against payment in full by the undersigned of the aggregate principal amount of the Debenture(s).

SECTION 3

3.1 Investor Representations and Warranties.

The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

(a) The undersigned is acquiring the Debenture(s) for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Debenture(s), or the Common Stock into which same may convert, for which the undersigned is subscribing.

(b) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.

(c) The undersigned acknowledges his understanding that the offering and sale of the Debentures is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). In furtherance thereof, the undersigned represents and warrants to and agrees with the Company and its affiliates as follows:

(i) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Debenture(s) for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention;

(ii) The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company;

(iii) ___________________________________ (insert name of Purchaser Representative: if none, so state) has acted as the undersigned's Purchaser Representative for purposes of the private placement exemption under the Securities Act. If the undersigned has appointed a Purchaser Representative (which term is used herein with the same meaning as given in Rule 501(h) of Regulation D), the undersigned has been advised by his Purchaser Representative as to the merits and risks of an investment in the Company in general and the suitability of an investment in the Debenture(s) for the undersigned in particular; and

(iv) The undersigned (together with his Purchaser Representative(s), if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Debenture(s). If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Debenture(s).

(d) The undersigned is an "accredited investor," as that term is defined in Rule 501 of Regulation D, a copy of which is attached hereto as Exhibit B.

(e) The undersigned and his Purchaser Representative(s), if any:

(i) Have been furnished with copies of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and all Quarterly Reports on Form 10-Q filed thereafter to date, including all exhibits thereto, and any documents which may have been made available upon request for a reasonable period of time prior to the date hereof (collectively, the "Documents"). The undersigned or his Purchaser Representative(s) have carefully read the Documents and have relied solely (except as indicated in subsections (ii) and (iii) below) on the information contained in the Documents (including all exhibits thereto);

(ii) Have been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Debentures, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense;

(iii) Have been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Debentures and other matters pertaining to this investment, and have been given the opportunity for a reasonable period of time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information contained in the Documents or that which was otherwise provided in order for him to evaluate the merits and risks of purchase of the Debenture(s) to the extent the Company possesses such information or can acquire it without unreasonable effort or expense;

(iv) Have not been furnished with any oral representation or oral information in connection with the offering of the Debentures which is not contained herein or in the Documents; and

(v) Have determined that the Debenture(s) are a suitable investment for the undersigned and that at this time the undersigned could bear a complete loss of such investment.

(f) The undersigned is not relying on the Company, or its affiliates with respect to economic considerations involved in this investment. The undersigned has relied on the advice of, or has consulted with only those persons, if any, named as Purchaser Representative(s) herein. Each Purchaser Representative is capable of evaluating the merits and risks of an investment in the Debentures and each Purchaser Representative has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between himself and the Company or any affiliate or subsidiary thereof.

(g) The undersigned represents, warrants and agrees that he will not sell or otherwise transfer the Debenture(s), or the Common Stock into which the Debenture(s) may convert, without registration under the Securities Act or an exemption therefrom and fully understands and agrees that he must bear the economic risk of his purchase because, among other reasons, the Debenture(s), and the Common Stock into which the Debenture(s) may convert have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available. In particular, the undersigned is aware that the Debenture(s) and Common Stock into which the Debenture(s) may convert are "restricted securities," as such term is defined in Rule 144 promulgated under the Securities Act ("Rule 144"), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as otherwise provided herein, the Company is under no obligation to register the Debenture(s), or the Common Stock into which same may convert, on his behalf or to assist him in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned further understands that sales or transfers of the Debenture(s), or the Common Stock into which same may convert, are further restricted by state securities laws and the provisions of this Agreement.

(h) No representations or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for the Debentures the undersigned is not relying upon any representations other than those contained herein.

(i) Any information which the undersigned has heretofore furnished to the Company with respect to his financial position and business experience is correct and complete as of the date of this Agreement and if there should be any material change in such information he will immediately furnish such revised or corrected information to the Company.

(j) The undersigned understands and agrees that the certificates for the Debenture(s), or the Common Stock into which same may convert, shall bear, substantially, the following legend until (i) such securities shall have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such securities be may sold without registration under the Securities Act as well as any applicable "Blue Sky" or state securities laws:

"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."

(k) The undersigned understands that an investment in the Debentures is a speculative investment which involves a high degree of risk and the potential loss of his entire investment.

(l) The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Debentures will not cause such overall commitment to become excessive.

(m) The foregoing representations, warranties and agreements shall survive the Closing.

SECTION 4

4.1 Company Representations and Warranties.

The Company hereby acknowledges, represents and warrants to, and agrees with, the undersigned as follows:

(a) Chyron Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of New York.

(b) The Company has taken, or will take with respect to Section 5.2 hereof only, all corporate action necessary for the authorization, execution and delivery of this Agreement, and for the performance by the Company of its obligations (including without limitation its obligations under Section 5.2 hereof) under this Agreement and the Debenture(s) to be issued in connection herewith. This Agreement, and the Debenture(s) to be issued in connection herewith, constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. The execution, delivery and performance of this Agreement, including the appointment of the undersigned to the Board of Directors pursuant to Section 5.2 hereof, and the issuance of the Debenture(s), by the Company will not result in a breach of or default under the articles of incorporation, bylaws of the Company or any material contract or agreement to which the Company is a party.

SECTION 5.

5.1 Registration Rights.

(a) The Company covenants and agrees that it will use its best efforts to file a registration statement with the United States Securities and Exchange Commission (the "SEC"), relating to the sale of the shares of Common Stock underlying the Debentures (the "Registrable Securities"), within 120 days after the final Closing. In addition, the Company further covenants and agrees that it will (i) use its best efforts to have such registration statement declared effective by the SEC in a timely manner, and (ii) maintain the effectiveness of the registration statement until such time as all Registrable Securities have been sold. The Company shall not be obligated to effect and maintain more than one registration under this Section 5.1(a). Assuming such registration statement is declared effective by the SEC and such registration remains effective in accordance with this Section 5.1(a), holders shall have no further registration right pursuant to this Section 5.1(a).

(b) The Company has agreed that the all expenses incurred with a registration statement pursuant to this Section 5 (exclusive of underwriting discounts and marketing expenses), including without limitation all federal and "blue sky" registration and qualification fees, printer's and accounting fees, shall be borne by the Company.

SECTION 6.

6.1 Indemnification of the Company.

(a) The undersigned agrees to indemnify and hold harmless the Company, its officers and directors, employees, agents and affiliates and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.

(b) In addition to the indemnity in Section 6.1(a) above, the holder(s) of the Registrable Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers, directors and agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Securities Act, the Exchange Act or otherwise, arising from written information furnished by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement; provided, however, that each holder shall be liable under this Section 6.1(b) only up to and including the principal amount of the Debenture(s) purchased by such holder.

6.2 Indemnification of Holders of Registrable Securities. In connection with any registration statement filed pursuant to Section 5.1(a) hereof, the Company agrees to indemnify, to the fullest extent permitted by law, each holder of Registrable Securities, its officers, directors and agents and each person who controls such holder of Registrable Securities against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in such registration statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, in the light of the circumstances under which they made, not misleading.

6.3 Modification. Neither this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

6.4 Notices. All notices, authorizations, demands or requests required or permitted to be delivered to any party in connection with this Agreement 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), or 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 undersigned, to: the address shown on page 10 or 11 hereof;

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 Counterparts. This Agreement may be executed through the use of separate signature pages or in any number of counterparts (and by facsimile signature), and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

6.6 Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.

6.7 Entire Agreement. This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein .

6.8 Assignability. This Agreement is not transferable or assignable by the undersigned.

6.9 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of law principles of such State.

6.10 Pronouns. The use herein of the masculine pronouns "he", "him" or "his" or similar terms shall be deemed to include the feminine and neuter genders as well and the use herein of the singular pronoun shall be deemed to include the plural as well.

ALL SUBSCRIBERS MUST COMPLETE THIS PAGE

IN WITNESS WHEREOF, the undersigned has executed this Agreement on the _____ day of __________, 1999.

	X $1,000 Per Debenture	= $
Debentures Subscribed For		Purchase Price

Manner in which Title is to be held (Please Check One):

1.	Individual	7.	Trust/Estate/Pension or Profit Sharing Plan Date Opened:
2.	Joint Tenants with Right of Survivorship	8.	As a Custodian for Under the Uniform Gift to Minors Act of the State of
3.	Community Property	9.	Married with Separate Property
4.	Tenants in Common	10.	Keogh
5.	Corporation/Partnership/ Limited Liability Company	11.	Tenants by the Entirety
6.	IRA

IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

INDIVIDUAL SUBSCRIBES MUST COMPLETE PAGE 11.

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 12.

EXECUTION BY NATURAL PERSONS

Exact Name in Which Title is to be Held

__________________________________

Name: (Please Print)	Name of Additional Purchaser: (Please Print)
Residence: Number and Street	Address of Additional Purchaser: Number and Street
City, State and Zip Code	City, State and Zip Code
Social Security Number	Social Security Number
(Signature)	(Signature)

ACCEPTED this ______ day of ________, 1999 on behalf of the Company.

BY:

Name: Roger Henderson

Title: President and Chief Executive Officer

EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY

(Corporation, Partnership, Trust, LLC, Etc.)

Name of Entity (Please Print)

____________________________________

Date of Incorporation or Organization: ___________________________________

State of Principal Offices: _____________________________________________

Federal Taxpayer Identification Number: _________________________________

BY:_______________________________

Name:

Title:

[seal]

Attest:

(If Entity is a Corporation)

Address:

______________________________

______________________________

______________________________

ACCEPTED this ______ day of _______, 1999 on behalf of the Company.

BY:

Name: Roger Henderson

Title: President and Chief Executive Officer

EXHIBIT B

DEFINITION OF ACCREDITED INVESTORS

Each investor must represent in writing that he or she qualifies as an "accredited investor," as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and must demonstrate the basis for such qualification. To be an accredited investor, an investor must fall within any of the following categories at the time of the sale of the Securities to that investor:

(1) A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a Small Business Investment Company dealer by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of that act, which is either a bank, savings and loan association, insurance company or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) A private business development company as defined in Section 2(a)(22) of the Investment Advisers Act of 1940;

(3) An organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Debentures, with total assets in excess of $5,000,000;

(4) A director or executive officer of the Company;

(5) A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of such person's purchase of the Debentures exceeds $1,000,000;

(6) A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or

(8) An entity in which all of the equity owners are accredited investors (as defined above). As used in this Memorandum, the term "net worth" means the excess of total assets over total liabilities. In computing net worth for the purpose of (5) above, the principal residence of the investor must be valued at cost, including cost of improvements, or at recently appraised value by an institutional lender making a secured loan, net of encumbrances. In determining income, an investor should add to the investor's adjusted gross income, as reported in a federal income tax return, any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments and any amount by which income for long-term capital gains has been reduced in arriving at adjusted gross income.