10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001

Commission File Number 1-9014

CHYRON CORPORATION

(Exact name of registrant as specified in its charter)

New York	11-2117385
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5 Hub Drive, Melville, New York	11747
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (631) 845-2000

Securities registered pursuant to Section 12(b) of the Act:

None	None
(Title of Class)	(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.01

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES X NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )

The aggregate market value of voting stock held by non-affiliates of the Company on March 1, 2002 was $18,990,572 based on the closing price of the registrant's common stock on the OTC Bulletin Board on March 1, 2002. The number of shares outstanding of the issuer's common stock, par value $.01 per share, on March 1, 2002 was 39,563,691.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the Annual Meeting of Shareholders to be held May 23, 2002 are incorporated by reference into Part III.

Exhibit index is located on page 70

This document consists of 74 pages

From time to time, including in this Annual Report on Form 10-K, the Company may publish "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 relating to such matters as anticipated financial performance, liquidity and capital resources, business prospects, technological developments, changes in the industry, new products, research and development activities and similar matters. Although the Company believes that the expectations reflected in such "forward-looking statements" are reasonable, it can give no assurance that such expectations will prove to have been correct. Actual results could differ materially from the Company's expectations. Information on significant potential risks and uncertainties not discussed herein may be found in the Company's filings with the Securities and Exchange Commission. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results to differ materially from the anticipated results or other expectations expressed in the Company's "forward-looking statements." Factors that can cause or contribute to these differences include those described under the headings "Factors Affecting Future Results" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." The risks and uncertainties that may affect the operations, performance, development and results of the Company's business include, without limitation, the following: product concentration in a mature market, dependence on the emerging digital market and the industry's transition to digital television ("DTV") and high definition television ("HDTV"), consumer acceptance of DTV and HDTV, resistance within the broadcast or cable industry to implement DTV and HDTV technology, rapid technological changes, continued growth, use and improvement of the Internet, new technologies that could render certain Chyron products to be obsolete, a highly competitive environment, competitors with significantly greater financial resources, new product introductions by competitors, seasonality, fluctuations in quarterly operating results, ability to maintain adequate levels of working capital, expansion into new markets and the Company's ability to successfully maintain the costs associated with recent restructuring, and successfully implement its acquisition and strategic alliance strategy.

PART I

ITEM 1. BUSINESS

General Information Regarding the Company

Chyron Corporation ("Chyron" or the "Company") was incorporated under the laws of the State of New York on April 8, 1966 under the name The Computer Exchange, Inc., which was changed to the present name on November 28, 1975. On April 12, 1996, Chyron acquired Pro-Bel Limited ("Pro-Bel"). The Company's principal executive offices are located at 5 Hub Drive, Melville, New York 11747 and its telephone number is (631) 845-2000. Its executive offices in the United Kingdom are located at Danehill, Lower Earley, Reading, Berkshire RG6 4PB and its telephone number is 44-118-986-6123.

Chyron Graphics Division provides a broad range of hardware and software products that enhance the presentation of live and pre-recorded video and other data. Our Pro-Bel Division provides signal distribution systems, master control switchers, automation and media management packages and routers that are acclaimed in the broadcasting industry for superior performance and reliability. Our products enable customers to:

Create, manipulate and manage text, logos and other graphic images using special effects such as 3D transforming, compositing and painting;

Control and distribute live video, audio and other data signals;

Manage broadcast video content and automate the output of broadcast facilities.

Create interactive content and deliver to TV set top boxes.

Serving the television industry for over three decades, we believe that we have established ourselves as a leading innovator in the development of products that generate television graphics and distribute and control the distribution of video and audio signals. Our products are intended to meet the myriad demands of digital television, which includes high definition television mandated by the U.S. Federal Communications Commission (the "FCC") in 1996. More recently we believe that we have established a global leadership position in providing products for graphics authoring and automated content delivery for the worldwide emerging markets of Interactive TV.

The transition from analog to digital signals in the video and audio world has created a range of new means to deliver video and audio content to the consumer. These range from High Definition Television ("HDTV"), through Standard Definition Digital TV ("DTV"), Interactive TV services, to the Internet, where the ability to incorporate video to enhance web sites or to deliver a video channel without a broadcast license continues to attract a growing number of participants.

In 2000 Chyron established an additional business unit to take advantage of the perceived opportunities presented by the emerging Internet and interactive markets. Specifically, the Company set up a Streaming Services Division to provide consulting services to corporate clients and in January 2001 acquired an Internet service provider, Interocity Development Corporation ("Interocity") to strengthen its presence in that market. The early part of 2001 proved to be a difficult period in which to operate such a business. While management still believed in the eventual vision, the Company decided to exit the consulting services business. The prevailing economic conditions at the time and the Company's inability to devote resources to this initiative without affecting the core business mandated the decision.

However, management views Interactive TV as having a direct bearing on everyday business opportunities, particularly in the European market, where the rollout of Interactive TV is more advanced. Management regards Chyron's capabilities in that space as an important technological competitive edge that is expected to ultimately generate significant revenues because our products enable customers to create interactive content.

Chyron Graphics plans on building on its leading brand image and large installed base in the broadcast graphics market to further penetrate the post-production, corporate, educational and professional video market sectors. Additionally, Graphics will continue to be involved in the Interactive market by developing partnerships to deliver advanced interactive graphics tools. The new Duet^® and Lyric^® product lines are now established in the U.S. and are rapidly gaining acceptance in Europe and Asia. We believe Chyron Graphics continues to be the world leader in the "real-time" character generator market. It dominates the live, "on-air" TV graphics segment and its customers include most major broadcast, cable, satellite and post production facilities in the U.S. and Europe. We believe our new Graphics products can only reinforce this position.

The Pro-Bel Division is a European leader in routers and associated equipment enabling the management and delivery of high bandwidth digital video, digital audio and other data signals. It is also established as a provider of high-end transmission automation and media asset management solutions. Pro-Bel is recognized in the global broadcast community for the high quality and reliability of its products. Pro-Bel will continue to develop and bring to market innovative routing, control and management solutions.

Chyron started 2001 organized into Graphics products (Graphics Division), Signal Distribution and Automation products (Pro-Bel Division) and Streaming Services, which was discontinued in the second quarter. Revenues from the two divisions were $19 million and $27 million for Graphics and Pro-Bel Divisions, respectively, outperforming Streaming Services at $0.2 million. From a geographic perspective, as presented in Note 20 of the Consolidated Financial Statements, the U.S. and Europe accounted for 49% and 48% of total revenues, respectively, which demonstrate Chyron's revenues are derived almost exclusively from these two regions. Pro-Bel Division is based in the U.K. and derives a significant portion of its revenues from U.K. customers, to which are also added Graphics revenues derived from U.K. customers. In consequence, in 2001 revenues derived from U.K. customers represented a significant percentage of total revenues.

During 2001 the Company took decisive steps to refocus on its core business by closing down both the Streaming Services Division (including Interocity) and redirecting its involvement in Interactive TV. As a result of the difficult economic and operating environments it faced at the beginning of the fourth quarter, the Company implemented a restructuring plan to reduce staff costs and to set new and lower departmental budgets. At the end of the fourth quarter 2001 the Company employed approximately 190 fulltime employees, a reduction of 26% of the Company staff at the end of the third quarter. The purpose of this restructuring plan was to generate anticipated annual savings of almost $11 million.

Products and Services

The Company offers a broad range of products that meet the needs of the video and audio production, post-production and distribution markets. In addition, the convergence of traditional broadcast and Internet technology is providing the Company preliminary opportunities in the Interactive TV market and, to a lesser extent, the Internet streaming market.

The Company's line of high-performance graphics systems is used by many of the world's leading broadcast stations to display news flashes, election results, sports scores, stock market quotations, programming notes and weather information. The Company's signal management systems interconnect video, audio and data signals to and from equipment within a studio's control room or edit suite, as well as to and from signal transmission sites. The Company's line of control and automation systems is used to automate the steps taken in the management, editing and distribution of video and audio content. In the area of interactive TV, the Company is leveraging its expertise as a provider of broadcast tools to promote solutions for the creation and delivery of interactive content.

Graphic Systems

Duet^® and Duet^® HD: The Duet is a real-time 2D/3D serial digital video graphics processing platform that integrates a Windows^® NT front end with real-time graphics processing to provide exceptional performance for television character generator applications. It has become the replacement for the analog industry standard iNFiNiT!^® family of products. The Duet is configurable as a standard definition digital TV ("DTV") or digital HDTV unit. Content may be created for both formats simultaneously, and can be played back on the two separate devices.

Duet uses Lyric, Chyron's content creation and play-out software, to compose messages and play back content. Lyric is the winner of several product awards based on its ease of operation and flexibility. Lyric can output files for television broadcast, HTML and interactive television. It imports over 25 different file formats, including True Type^® fonts, TIFF and TGA bitmaps as well as iNFiNiT! messages, making Lyric a universal graphics tool.

Lyric may be used off-line for composition and preview purposes when installed on a standard PC. New features of Lyric include full screen, dual channel video squeeze-back, advanced effects (blinds, assemble, explosion, matrix, page turns, ripple), iNFiNiT! file export, zoom function for timeline editing, and Windows^® 2000 support. Imports of numerous formats are supported.

Extending the reach of Duet, CAL (Chyron Abstraction Layer) allows third party software developers to use standard Open GL code to create custom applications, making Duet as accessible for software product development as a personal computer. Currently over 200 U.S. broadcasters are using Duet for on-air graphics creation and play-out. In addition, Duet is used extensively on major sporting events, such as "Monday Night Football" (ABC), "Sunday Night Football" (ESPN), NASCAR racing (Fox Sports), and the 2002 Winter Olympics (CBC). Duet is also used in high profile production applications for customers like Turner Studios, Fox News, CNNfn, and ABC. Grass Valley Group^® and Avid^® are also using Lyric as a "plug in" to their non linear editing systems, enabling content creation and iNFiNiT! and Duet family import of existing graphics, enhancing the capabilities and value of those editing systems.

The open architecture of the Duet system has enabled Chyron to introduce additional scalable, cost effective product solutions to the Duet family. These products include Duet LEX, which enables real-time animation play-out, Duet LE, a compact character generator with pre-loaded animations and Duet PCI and PCI+, which offer Duet capabilities in a PC board set. These additions to the Duet product line open new markets to Chyron that include non-broadcast users, government, industry, education and smaller post-production facilities.

Chyron Aprisa^® Clip/Stillstore Systems: The Aprisa family of Digital Disk Recorders (DDRs) and Stillstores has evolved further with the Aprisa SSX 601 digital multi-channel SSX Stillstore server, which offers up to four channels each with key, all in a single chassis. In addition, a number of new feature sets are available across the Aprisa line, including the SSX Stillstore option for the Duet LE, enabling users to have multi channel character generator and Stillstore capabilities in the same frame. This cost-effective product continues Chyron's strategy of providing solutions in new markets. The Aprisa 100 is a Windows NT based Stillstore system. It provides sophisticated database functions, play list creation and playback with effects, search, sort and editing. The Aprisa 250 Integrated Clip/Stillstore provides the combined functionality of a 90-minute, dual-stream digital disk recorder and a single channel Aprisa 100 Stillstore in one chassis. This combination offers an affordable and feature-packed solution for delivering animated on-air graphics. The new Aprisa 200SX offers four channels of stills or clips, on a channel-by-channel basis. The new Aprisa Director controls unlimited Aprisa channels and streams the program output to a desktop VGA. Finally, the Aprisa Video Graphics Server SAN enables true real-time sharing of media resources, either locally or across a storage area network (SAN).

iNFiNiT! ^® Family of Graphics and Character Generators: Chyron's family of iNFiNiT! products has long been the standard for broadcast quality character generators. Largely due to the iNFiNiT! family line, Chyron believes that it has a 60-70% share of the installed base of the high-end broadcast character generator market in the U.S. The iNFiNiT! family are legacy products that are being phased out in favor of the Duet line. The large iNFiNiT! installed base will not provide significant revenues from product sales prospectively. Service revenue and support on the existing large installed base is expected to continue for several years on a declining basis.

Compact Graphics and Character Generators: The Company's compact character generators, sold under the CODI^® and pcCODI names, provide real-time text, titling and logo generation which are used for broadcasting time, temperature, weather warnings, sports statistics, scoreboards, news updates and financial information. Now fully digital, the rackmount version, which has up to two CODI cards, is called DigiCODI and is a direct plug-in replacement to the analog CODI. It is used extensively for Emergency Alert System (EAS) applications. The Digital pc CODI 601 is a powerful 32-bit processing engine, which has increased capabilities within the CODI product line.

Signal Distribution and Automation

Signal Routing and Control:

Pro-Bel provides an extensive range of distribution, signal processing, routing and control solutions, which are utilized to process and distribute broadcast media and data signals. Pro-Bel prides itself on the scalability of its hardware and the sophistication and flexibility of its control systems. Pro-Bel control protocols have become industry standards and are embraced by many of our competitors.

Eclipse: A family of high performance, large-scale routing switchers, providing cost effective and compact serial digital video, mixed format Serial Digital Video ("SDV")/HDTV as well as Audio Engineering Society ("AES") audio routing. Incorporating sophisticated power supply monitoring and internal cooling, the Eclipse routers also have extensive in-field expansion capabilities, ensuring an easy path to future product upgrades and next generation products.

Freeway: Offering the most comprehensive and flexible architecture, Freeway is a true multi-format system, enabling in-field upgrades from analog to digital, and even allowing format conversion of audio within the router. With support for RS422 control and telecom signals, together with a powerful internal control system, Freeway is the number one choice for small to medium scale applications in the broadcast, transmission, post-production and outside broadcast environments.

MADI: Offering solutions for a diverse range of applications from large scale broadcast center routing to live theatre sound reinforcement. Pro-Bel invented the concept of routing MADI (Multiplexed Audio Digital Interface) signals. The latest systems combine advanced digital technology with precision format conversion techniques in an exceptionally compact package. 

Axis: For the smaller requirement, such as signal monitoring, bypass or preview selection, a wide range of self contained 16 x16 sources/destinations routers for all broadcast signals are available. This range offers unique versatility in control, unusual for such a competitive package, and is entirely compatible with the larger routers in the Pro-Bel range, making it a valuable entry-level product.

Aurora Router Control: Aurora encompasses a range of hardware and software control elements.  Each can be used as a control system in its own right, permitting users to choose either hardware or software based control.  However, when used together they provide an incredibly powerful, integrated control platform.

Control Panels:  A wide range of hardware, and touchscreen soft, pushbutton and keypad control panels are available to suit various requirements and budgets.

Modular Interfacing:

ICON from Pro-Bel is an innovative and flexible rack frame that can house a wide variety of functions. Chyron has invited other broadcast manufacturers to participate in the use of this rack frame, making it an industry standard. This has increased the attractiveness of the product as it offers more acceptability and compatibility than one vendor alone can typically achieve. Pro-Bel also offers the 6063 range with an economic rack frame architecture, ideally suited to general purpose distribution applications.

Automation & Asset Management Systems:

Pro-Bel offers the complete solution for television station transmission automation.  The broadcast automation product line is partnered with MAPP, a powerful modular asset management system. The systems are designed to work across the three main areas of the broadcast operation: Ingest, Storage and Play-out. The Company's automation solution is aimed at the larger more complex broadcast operation. The Company believes that industry consolidation and the trend to centralcasting increase the applicability of its automation product.

Asset Management: MAPP is a Windows-based, video server management and control system, allowing an unlimited number of users on a network or even wide area network to record, track, browse, cache and replay broadcast material according to a user-defined schedule. MAPP easily interfaces with disk based video servers manufactured by many different vendors.

Meridian: The fast track to station automation, Meridian incorporates many of the advantages available in larger systems by integrating a number of key applications for ingest and playout.

Compass and Sextant: Provide comprehensive station automation for single and multi-channel operations, with Compass controlling a larger number of devices including large cart machines. Sextant can be upgraded to Compass functionality.  Unique real-time hardware platform with redundant controllers and power supplies provides reliability.  Users edit schedules and interface to traffic systems via standard NT workstations that provide familiar and intuitive operation.

Network Management:

COSMOS is Pro-Bel's workflow management system, providing status information and reconfiguration capability for a complete broadcast installation over a computer network. Even off-site engineers, alerted via e-mail or SMS messages can log into the central server, find out the nature of the reported fault and carry out any reconfiguration required.  The system embraces not only processing and routing hardware, but also software products, including integration, with a growing number of COSMOS partners who utilize the ICON frame and the COSMOS workflow management system.

Digital Master Control Switchers:

TX 420 and TX 410: Compact and cost effective, these switchers process serial digital video and digital analog or embedded audio inputs. For sophisticated transitions, an optional 3D DVE (Digital Video Effects) may be added. TX Series master control switchers provide unique built-in integration with Pro-Bel Compass/Sextant automation and maximum flexibility, where one panel can control many channels, or a number of panels can share channels. With its multi-channel capability, the TX Series panels can control HDTV channels along side standard definition digital channels, permitting a seamless migration to high definition operation.

Streaming Services

During 2000 the Company moved into two new markets - streaming media and interactive TV - by creating the Chyron Streaming Services Division. Early in 2001 the Company acquired Interocity Development Corporation ("Interocity") and it became part of Chyron Streaming Services Division.

It became apparent in the second quarter of 2001 that market conditions would make it very difficult to continue operating the Streaming Services Division without negatively impacting the core graphics, signal distribution and automation business. Management took into consideration a number of factors, including but not limited to market conditions, customer support and competitive pressures, and closed down the Division in the second quarter of 2001.

Although Chyron is not directly involved in the streaming services market, the Pro-Bel division provides hardware and software products targeted at the streaming professional. The Clarinet DualStreamer is a broadcast-compliant streaming media coder used to encode video and audio for use on the Internet. A typical application is webcasting a broadcast station's output or an on-line corporate briefing for shareholders. Unlike conventional PCs, DualStreamer is designed as a rack mount PC with professional signal interfaces and dual power supplies for reliability. This compact unit provides scaleable 'headless operation' with an LCD display for configuration and status monitoring. In addition, the optional DSP audio pre-processor greatly improves the audio quality and eliminates the need for external signal processing equipment. DualStreamer also offers a centralized control platform and the unique ability to stream two separate video feeds or share the same input for dual format streaming.

Marketing and Sales

The Company markets its products and systems to traditional broadcast, production and post-production facilities, government agencies, educational institutions and telecommunications and corporate customers. In order to maintain and increase awareness of its products, the Company displays at the major domestic and international trade shows of the broadcast and computer graphics industries. In the U.S., the Company exhibits at the National Association of Broadcasters (NAB) and Society of Motion Picture and Television Engineers (SMPTE) conventions. It also exhibits at the International Broadcasters Convention (IBC) in Europe.

The Company also exhibits at minor shows across the world, either directly or in partnership with its dealers. Product promotion is also achieved through direct-mail campaigns, e-newsletters and advertisements placed in relevant journals. Due to the Company's reputation as a market leader and innovator, articles are often published in trade journals and papers presented at technical conventions by the engineering staff, reinforcing the technical credentials of the Company. In order to operate within the restructuring plan implemented in the fourth quarter of 2001, the Company will continue to participate selectively in trade shows and plans to spend marketing dollars judiciously in conformance with the restructuring plan.

Sales of the Company's products in the U.S. and the United Kingdom are made through Company direct sales personnel, dealers, independent representatives, systems integrators and OEMs. Direct sales, marketing and product specialists serving these markets act as links between the customer and the Company's development teams. Although reductions were made in the Company's sales and marketing staff as part of a restructuring plan implemented in the fourth quarter of 2001, the Company has attempted to limit the impact on the direct sales personnel.

Sales of the Company's products outside of the U.S. and United Kingdom are made through dealers and sales representatives covering specific territories. In addition, the Company operates sales offices in Hong Kong, Paris, New Delhi and Copenhagen to support foreign sales. In some territories, dealers sell products from all of the Company's product categories; in other territories, dealers handle only specific products.

Service, Support and Training

The Company offers comprehensive technical service, support and training to its customers through 24 hours per day, seven days per week access to trained service and support professionals for an annual fee. Scaleable and of fixed duration training courses are available through the Company. In length these range from three days to two weeks and consist of a mix of classroom discussions and hands-on training. The Company offers training courses for many of its products at its Melville, NY headquarters and its Reading, U.K. and Paris, France facilities. The Company also conducts on-site training.

Available through the Company is installation assistance, hardware and software maintenance contracts and spare parts. The Company believes support contracts and a responsive spare parts supply service facilitate customer satisfaction. Service is provided both domestically and internationally by the Company or through its appointed dealers and representatives. The Company also provides sales and service support to its dealers from time to time.

Warranty and Service

The Company provides warranties on all of its products ranging from ninety days to two years. On new products, the Graphics Division offers a warranty of one year and Pro-Bel Division offers up to two years. There may be, in certain instances, exceptions to these terms. A provision is made to estimate the warranty cost in products sold based on historical actual results.

Research and Development

The Company's research and product development, conducted primarily in Melville, NY and Reading, U.K., has been focused on the revitalization and extension of the Company's core products. During 2001, 2000 and 1999, the Company spent approximately $5.6 million, $6.9 million and $7.3 million, respectively, for research and development, net of amounts capitalized for software development for new and existing products. The Company believes that personnel reductions made in the Research and Development Department during the restructuring will not adversely impact the Company's research and development efforts regarding our core product offerings.

Manufacturing

The Company has final assembly and system integration operations located in Melville, NY and Reading, U.K. The Company primarily uses third-party vendors to manufacture and supply all of the hardware components and sub-assemblies utilized in the Graphics Division. In 2001, one particular vendor represented 25% of the Company's purchases for the Graphics Division. The Company is beginning to diversify sourcing of capital components and now has a second vendor and is qualifying a third to diversify sourcing of critical components. In the case of the Pro-Bel Division, which has more extensive manufacturing and assembly, the Company relies on a combination of outside vendors, none of which is irreplaceable.

Pro-Bel designs many of its system components to meet its own specifications, including metal and electronic parts and components, circuit boards and certain sub-assemblies. It assembles such items and standard parts, together with internally developed software, to create final products. The Company then performs testing and quality inspections of each product. The Pro-Bel Division is certified to British Standard-EN-ISO 9001. There are no customers that represent in excess of 10% of consolidated revenues for 2001, 2000 and 1999.

Competition

The markets for graphics imaging, media storage, transmission automation, signal routing systems and distribution systems are highly competitive and are characterized by rapid technological change and evolving industry standards. Rapid obsolescence of products, frequent development of new products and significant price erosion are all features of the industry in which the Company operates. The FCC's ruling requires U.S. broadcasters to utilize DTV transmission by 2006. If a similar requirement were to be imposed by other government agencies worldwide, it would require large future capital expenditures by the broadcast industry. Management believes the FCC's ruling has created an opportunity for the Company in the market place; however, the Company's ability to capitalize on this opportunity has been delayed due to slow market acceptance and implementation of DTV transmission globally.

The Company is currently aware of several major and a number of smaller competitors. In the graphics area, the Company believes its primary competitors are Pixel Power Ltd., Pinnacle Systems Inc., and Inscriber Technology Corporation. For routing and distribution products, the Company believes its primary competitors are Leitch Technology Corporation, Thomson Multimedia, Miranda Technologies, Avid Technology Inc. and the Grass Valley Group (recently acquired by Thomson Multimedia). In the control and automation area, the Company believes its primary competitors are Encoda, Harris, Thomson Multimedia and Omnibus. Many of these companies have significantly greater financial, technical, manufacturing and marketing resources than the Company. On a region-by-region basis, certain product categories or market segments in which the Company does or may operate, are dominated by established vendors.

Employees

Personnel reductions occurred during 2001 and employee headcount was 190 at December 31, 2001 as compared to 326 at the beginning of the year. Additional downsizing and curtailed spending initiatives continued into the fourth quarter.

As of December 31, 2001, the Company had 190 fulltime employees, comprised of 35 in sales and marketing, 59 in manufacturing and testing, 17 in customer support, service and training, 33 in finance, support activities and administration and 46 in research and development. None of these employees are represented by a labor union. As part of the restructuring plan in the fourth quarter the Company eliminated 66 individuals, representing 26% of staff at the end of the third quarter of 2001. The Company also employs contract personnel for specific functions or expertise, especially in manufacturing operations. The number of contract hires fluctuates according to the Company's requirements.

Patents and Proprietary Rights

The Company's success depends upon its ability to protect its proprietary software technology and operate without infringing the rights of others. It relies on a combination of patent, trademark and trade secret laws to establish and protect its proprietary rights in its technology.

The names Chyron, Scribe, Chyron Scribe, Chyron Scribe Junior, Chyron SuperScribe, iNFiNiT!, MAX!>, MAXINE!, CODI, Duet, I², Chyron Care, Intelligent Interface, Intelligent Interface (I²), CMX, CMX AEGIS, CMX OMNI, Aurora, Lyric, Liberty and Liberty Aurora and Design are registered trademarks of the Company. The Company also has rights in trademarks and service marks which are not federally registered. The Company does not have registered copyrights on any of its intellectual property.

Government Regulations

The telecommunications and television industries are subject to extensive regulation in the United States and other countries. For example, The United States Federal Communications Commission has issued regulations relating to shielding requirements for electromagnetic interface in electronic equipment. The Company's products are in compliance with these regulations. Furthermore, television operators are subject to extensive government regulation by the FCC and other federal and state regulatory agencies.

If adopted, the Pro-Bel Division will be required to comply with the Waste on Electrical and Electronic Equipment ("WEEE") directive being considered by the United Kingdom authorities. The WEEE directive puts a duty on manufacturers of electrical and electronics products to finance the collection, removal of hazardous components and recycling of their products when they will be discarded after 2005. This directive is likely to enter into force in Summer 2002 and Member States of the European Union will then have 18 months to implement it into their national legislation. The WEEE Directive's primary aim is to reduce annual production of 6 million metric tons of waste from WEEE in the European Union Community, in line with the EU Commission's waste strategy (which has previously been applied to packaging and is being applied to end of life vehicles).

A precise figure on the implementation cost of the directive for manufacturers cannot be given at this stage as some principles including timescale, allocations of responsibility and financing of historical waste, have not yet been defined or agreed to by the U.K. authorities, therefore, no accrual for these costs is required for 2001.

ITEM 2. PROPERTIES

The executive offices and principal office of the Company and its graphics business are located in Melville, New York pursuant to a lease that expires on June 30, 2004. This facility consists of approximately 47,000 square feet and is used for manufacturing, research and development, marketing and the executive offices. The Company has closed down sales offices in Dunwoody, GA, of 2,700 square feet, and in Cupertino, CA, of 4,000 square feet, but it remains liable pursuant to leases, which both expire on November 30, 2002.

In the United Kingdom, the Company's executive office is located in Reading, U.K. where it owns a facility of approximately 19,000 square feet. This facility is also used for research and development and marketing and sales. The Company occupies additional facilities in the United Kingdom in Reading, used primarily for manufacturing, assembly and test, which total approximately 28,000 square feet pursuant to leases that expire from December 25, 2012 through September 29, 2020. The Company currently utilizes 90% to 100% of the space of all of its facilities. Management believes that each facility is suitable for its existing operations and does not foresee the need for any significant expansion of its current U.K. facilities. Finally, the Company has a sales office in Paris, France of approximately 3,000 square feet from which it covers the French market and supports adjacent territories.

ITEM 3. LEGAL PROCEEDINGS

The Company from time to time is involved in routine legal matters incidental to its business. In the opinion of management, the ultimate resolution of such matters will not have a material adverse effect on the Company's financial position, results of operations or liquidity.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the year ended December 31, 2001, there were no matters submitted to a vote of the Chyron shareholders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDERS MATTERS

Chyron's common stock has been quoted on the OTC Bulletin Board under the symbol "CYRO" since May 2001, when it was delisted from the New York Stock Exchange. The following table sets forth, for the periods indicated, the high and low reported sales prices per share of the common stock as reported on the New York Stock Exchange under the symbol "CHY" from January 1, 2001 to May 24, 2001 and the high and low reported bids as quoted on the OTC Bulletin Board from May 25, 2001 through March 1, 2002. The over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

Price Range of Common Stock (in $)

	High	Low
Year ended December 31, 2001
Fourth quarter	0.430	0.200
Third quarter	0.700	0.350
Second quarter	1.190	0.250
First quarter	2.188	0.790
Year ended December 31, 2000
Fourth quarter	3.375	1.125
Third quarter	4.750	1.625
Second quarter	11.250	2.437
First quarter	13.500	1.500

On March 1, 2002, the closing price of the Company's common stock as reported on the OTC Bulletin Board was $0.48. The approximate number of holders of record of the Company's common stock at March 1, 2002 was 5,136.

In August 1999, the Company received a notice from the NYSE indicating that it did not meet the continued listing standards issued in late July 1999. The criteria revised and raised the minimum requirement of stockholders' equity to $50 million, from $12 million of net tangible assets and global market capitalization to $50 million from $12 million. The Company was allotted 18 months to comply with the revised listing requirements. In April 2001, the Company received notification that its stock should be removed from the NYSE list as it was not in compliance with the revised continued listing requirements. The Company requested a review with a committee of the board of directors of the NYSE to appeal the decision, which was scheduled for June 6, 2001. In May 2001, the Company voluntarily withdrew its appeal of the NYSE's decision due to the considerable amount of resources it would cost to appeal the decision. As of May 25, 2001, the Company's common stock has been quoted on the OTC Bulletin Board.

The Company has not declared or paid any cash dividend since November 27, 1989. The Company currently plans to retain its future earnings, if any, for use in the operation and expansion of its business and does not anticipate paying cash dividends on the common stock in the foreseeable future. In connection with the Company's term loan and revolving credit facility, the Company is prohibited from paying dividends in excess of 25% of its net income in any fiscal year.

During late 1998 and early 1999 the Company raised approximately $7.7 million through the issuance of Series A and Series B 8% subordinated convertible debentures, due December 31, 2003, to certain persons and entities, including certain directors, affiliates and shareholders of the Company. The Series A debentures, totaling $1.2 million, pay interest quarterly and are convertible, at any time, at the option of the holders thereof, into common stock of the Company at a conversion price of $2.466 per share. The Series A debentures may be redeemed by the Company at any time after December 31, 1999 for a price equal to the principal and accrued but unpaid interest on the debentures at the redemption date. As of December 31, 2001, the aggregate principal was $1,242,000 and all interest due was paid in cash.

The Series B debentures, with an original face value of approximately $6.5 million, are convertible, at any time, at the option of the holders thereof, into common stock of the Company at a conversion price of $1.625 per share. In certain circumstances, the Series B debentures may be redeemed by the Company, commencing one year from issue date, for a price equal to the principal and accrued but unpaid interest at the redemption date. Interest is payable quarterly and may be paid by increasing the amount of principal owed thereunder. During 2001, approximately $0.56 million of interest was paid in the form of additional debentures issued by the Company. The total accumulated principal, including additional debentures paid in kind, at December 31, 2001, was approximately $7.4 million.

On December 17, 2001, the terms of the existing Series A and Series B subordinated convertible debentures were amended to extend the maturity date of the Series A and B debentures from December 31, 2003 to December 31, 2004, increase the interest rate from 8% to 12%, and provide that until December 31, 2004, interest may be paid in the form of additional debentures, or in cash, at the Company's sole option. On February 28, 2002, the Company's board of directors agreed to pay interest on the Series A and Series B debentures only by increasing the amount of principal owed thereunder. In connection with the amendment to the Series A and Series B debentures, on December 17, 2001, the Company issued warrants to holders of the amended Series A and Series B debentures to purchase an aggregate of 861,027 shares of common stock of the Company at an exercise price equal to $0.35 per share. The warrants were immediately vested and are exercisable through December 31, 2004 at $0.35 per share which was above fair market value on the date of issuance. Under the terms of the agreement a registration statement relating to the shares of common stock underlying the warrants is expected to be filed with the Securities and Exchange Commission by April 15, 2002.

The Series A and Series B debentures have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The sales of the Series A and Series B debentures were made in reliance upon the exemption from the registration provisions of the Securities Act of 1933, as amended, afforded by Section 4(2) thereof and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. To the best of the Company's knowledge, the purchasers of the Series A and Series B debentures acquired them for their own accounts, and not with a view to any distribution thereof.

In April 2000, the Company raised gross proceeds of $20 million in connection with a private placement of 3,076,923 shares of its common stock at a price of $6.50. The offering price per share was determined based on negotiations between the Company and its placement agents taking into account the historical trading history of the common stock and market conditions at such time. The price of the common stock, as listed on the New York Stock Exchange, ranged between $5.44 and $9.44 on the various closing dates. The Company has utilized the net proceeds, of approximately $18.2 million, to fund expenditures in the area of sales, marketing, the pursuit of strategic alliances and research and development in connection with its streaming services business. The private placement was made in reliance upon the exemption from the registration provisions of the Securities Act of 1933, as amended, afforded by Section 4(2) thereof and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. To the best of the Company's knowledge, the purchasers acquired them for their own accounts, and not with a view to any distribution thereof. In connection with the private placement, the Company issued 151,914 warrants to the placement agents and 60,000 warrants to a consulting company to purchase common stock of the Company at an exercise price of $6.50. These warrants, which are immediately exercisable, will expire in April 2005 and were recorded as a reduction of gross proceeds.

In November 2000, Microsoft purchased 3,096,774 shares of common stock of the Company at a price of $1.9375 per share for an aggregate investment of $6 million. As a result, as of December 31, 2001, Microsoft owned approximately 8% of the Company. The Company used the proceeds from the sale to fund the development of interactive tools and the growth of the Company's Streaming Services Division. Microsoft sold all of those shares in March 2002 to other Chyron investors, affiliates and certain members of management.

In November 2000, the Company purchased a 20% interest in Video Technics, Inc. ("Video Technics") for $1,081,000 consisting of $500,000 and 300,000 shares of common stock valued at $581,000.

The issuance of stock in the Microsoft and Video Technics transactions was made in reliance upon the exemption from the registration provisions of the Securities Act of 1933, as amended, afforded by Section 4(2) thereof and/or Regulation D promulgated thereunder.

In January 2001, the Company issued 632,412 shares of common stock valued at $1,264,824 in connection with its acquisition of Interocity Development Corporation, as is explained more fully in Note 2 to the Consolidated Financial Statements, "Business Acquisition."

In May 2001, the Company issued 58,898 shares of common stock valued at $67,040 to certain executive officers as partial payment of their bonus compensation for 2000.

In December 2001, the Company completed a private placement of 12% Senior Subordinated Convertible Notes and received $2.21 million, exclusive of offering costs of $0.2 million. These Senior Subordinated Notes have a maturity date of December 31, 2003. Pursuant to the terms of the agreement, interest is payable in the form of additional Senior Subordinated Notes, or in cash, at the option of the Company. The Senior Subordinated Notes are immediately convertible into the Company's common stock at a conversion price of $0.35. A registration statement relating to the shares of common stock underlying the Senior Subordinated Notes is required to be filed but not declared effective with the Securities and Exchange Commission by April 15, 2002. The Company intends to use the proceeds of the offering for general business purposes. On February 28, 2002, the Board of Directors agreed to amend the Senior Subordinated Notes. The Board resolved that the Company will only pay interest on the Senior Subordinated Notes by increasing the amount of principal owed thereunder.

Assuming that the securities described below are not pre-paid, are paid in full at maturity, and that all interest will be paid by increasing the amount of principal thereunder, the projected aggregate principal amounts of the 12% Senior Subordinated Convertible Notes and on the Series A and Series B subordinated convertible debentures at December 31 of each of the next 5 years are listed below.

December 31 ($ millions)

Principal of Notes and Debentures	2001	2002	2003	2004	2005
Senior Subordinated Convertible Notes	$2.21	$2.48	$2.77	$ 0	$ 0
Series A Subordinated Convertible Debentures	1.24	1.40	1.57	1.77	0
Series B Subordinated Convertible Debentures	7.36	8.28	9.32	10.49	0
Total	$10.81	$12.16	$13.66	$12.26	$ 0

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected data regarding the Company's operating results and financial position. The data should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Notes thereto, all of which are contained in this Annual Report on Form 10-K.

SUMMARY FINANCIAL DATA

(In thousands, except per share amounts)

Year Ended December 31,

	2001	2000	1999	1998	1997
Statement of Operations Data:
Net sales	$46,182	$56,272	$60,709	$83,710	$86,774
Gross profit	15,011	25,928	26,058	39,460	39,830
Operating expenses:
Selling, general and administrative	28,952	29,858	28,166	31,420	29,662
Research and development	5,635	6,862	7,315	9,537	6,822
Restructuring and other non-recurring charges	12,468		6,681	3,979	3,082
Total operating expenses	47,055	36,720	42,162	44,936	39,566
Operating (loss) income	(32,044)	(10,792)	(16,104)	(5,476)	264
(Loss) on sale of investments	(328)	607	541	1,194
Interest and other expense, net	(1,295)	(1,723)	(1,272)	(1,786)	(1,242)
Loss	(33,667)	(11,908)	(29,784)	(4,447)	(760)
Loss per common share -
Basic	$(0.86)	$ (.34)	$ (.93)	$ (.14)	$ (.02)
Diluted	$(0.86)	$ (.34)	$ (.93)	$ (.14)	$ (.02)
Weighted average number of common shares outstanding (1) -
Basic	39,352	34,824	32,084	32,058	32,538
Diluted	39,352	34,824	32,084	32,058	32,538

As of December 31,

	2001	2000	1999	1998	1997
Balance Sheet Data:
Cash and cash equivalents	$4,342	$15,332	$ 5,453	$1,585	$2,968
Working capital	4,366	31,019	17,761	30,036	38,955
Total assets	33,899	65,828	58,381	83,116	94,080
Long-term obligations	16,027	18,602	21,622	17,315	21,959
Shareholders' equity	313	32,961	22,512	49,770	53,962

(1) Adjusted to reflect the reverse stock split effected on February 7, 1997.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

General

The following is a discussion of the consolidated financial condition and results of operations of the Company for the periods indicated. This discussion should be read in conjunction with the Company's consolidated financial statements and the notes thereto included in this Annual Report. Results for the periods reported herein are not necessarily indicative of results that may be expected in future periods.

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses Chyron's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to product returns, bad debts, inventories, revenue recognition investments, intangible assets, income taxes, financing operations, warranty obligations, restructuring costs, retirement benefits, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors. These include, but are not limited to, pricing pressures, customer requirements, supply issues, manufacturing performance, product development and general market conditions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Critical Accounting Policies

Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. Chyron maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of Chyron's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Chyron provides for the estimated cost of product warranties at the time revenue is recognized. While Chyron engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, Chyron's warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from Chyron's estimates, revisions to the estimated warranty liability may be required.

Chyron writes down its inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. Technology changes and market conditions may render some of the Company's products obsolete and additional inventory write-downs may be required. If actual, future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Chyron holds interests in companies having operations or technology in areas within or adjacent to its strategic focus, one of which is publicly traded whose share prices are highly volatile and one of which is privately held whose value is difficult to determine. Chyron records an investment impairment charge when it believes an investment has experienced a decline in value that is other than temporary. Future adverse changes in market conditions or poor operating results of underlying investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in an investment's current carrying value, thereby possibly requiring an impairment charge in the future. Chyron records a valuation allowance to reduce its deferred tax assets to the amount that it believes is more likely than not to be realized. Additionally, should Chyron determine that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred tax assets would increase income in the period such determination was made.

Net sales include revenue derived from product sales and upgrades as well as service revenue. For product sales, we recognize revenue at the time products are shipped and title has transferred, provided that a purchase order has been received or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable and collectability is deemed probable. If uncertainties regarding customer acceptance exists, revenue is recognized when such uncertainties are resolved. For programming, consulting and software licensing services and construction contracts, we recognize revenue based on the percent complete for fixed fee contracts, with the percent complete being calculated as either the number of direct labor hours in the project to date divided by the estimated total direct labor hours or based upon the completion of specific task orders. It is our policy to record contract losses in their entirety in the period in which such losses are foreseeable. For nonfixed fee jobs, revenue is recognized based on the actual direct labor hours in the job times the standard billing rate and adjusted to realizable value, if necessary. There are no significant post-contract support obligations at the time of revenue recognition. Our accounting policy regarding vendor and post-contract support obligations is based on the terms of the customers' contract, billable upon the occurrence of the post-sale support. Costs of goods sold are recorded as the related revenue is recognized. Revenue results are difficult to predict, and any shortfall in revenue or delay in recognizing revenue could cause our operating results to vary significantly from quarter to quarter and could result in future operating losses. Service revenue related to annual maintenance contracts is generally recognized ratably over a period of twelve months. Customer service costs are included in selling, general and administrative expenses and are not material. Revenues associated with long-term contracts are recognized on the percentage-of-completion method, subject to substantive customer acceptance. Revisions in profit estimates are reflected in the period in which the facts that give rise to the revision become known. Provisions for anticipated losses are charged to earnings when identified.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Net Sales. Net sales for 2001 were $46.2 million, a decrease of $10.1 million, or 17.9% from the $56.3 million reported in 2000. Net sales during the years ended December 31, 2001 and 2000 consisted of $18.9 million and $26.9 million, respectively, from the Graphics Division and $27.1 million and $29.4 million, respectively, from the Signal Distribution and Automation Division. In addition, in 2001 we generated $0.2 million in direct interactive/streaming revenues, compared to nominal revenues in 2000. Formally launched in November 2000, the Streaming Services Division was closed down in the second quarter of 2001.

The Graphics Division is completing a transition. The legacy iNFiNiT! products are being successfully replaced by the lower priced Windows NT-based Duet and Aprisa Clip/Stillstore products. Duet is gaining wide acceptance in the Company's markets in the U.S. and in Europe. Duet sales in 2001 increased 60% over 2000. The Company's Clip/Stillstore product, Aprisa, declined in 2001 by 8% compared with 2000 revenues.

In 2001 sales of the Signal Distribution and Automation Division were lower than in 2000 because there were no large infrastructure projects being awarded to it. In addition, a transition from one generation of modular products to the next contributed to customer uncertainty and slower sales. However, the Company believes its engineering and development efforts in automation products began to improve late in 2001 and in the fourth quarter received a large order from Turner Broadcasting extending through 2003.

The impact of the recession of 2001 on the Company's net sales can not be quantified. A U.S. recession combined with an economic slowdown in Europe (the Company's principal market) translated to customers canceling projects and deferring others resulting in continued lower sales levels.

Gross Profit. Gross margins for the year ended December 31, 2001 and 2000, were 33% and 46%, respectively, inclusive of a $3.2 million write-down of inventory in 2001. Margins in the Graphics Division deteriorated significantly because of changing product mix and the discounting of selected products. Margins in the Signal Distribution and Automation Division have increased marginally over 2000 primarily due to launching of new products. The relative proportion of margins in hardware and in software products remained essentially the same in 2001 compared to 2000.

During 2001, the Graphics Division began to utilize semiconductor surface mount component technology more extensively than it had in the past. Production, which is outsourced to subcontract manufacturers and is accomplished through pick and place equipment rather than discrete electronic components assembled by hand on a printed circuit board. This technology is in constant and rapid change and would require large capital expenditure if the Company were to manufacture on its own with surface mount technology. In consequence, the Company began to rely on high volume contract manufacturers to produce inventory items rather than to manufacture in-house. As a result, effective as of the first quarter of 2002, the Company will no longer allocate Selling, General and Administrative (SG&A) and Research and Development (R&D) related to manufacturing as these costs will be incurred by third party manufacturers. Throughout 2001, the Company allocated portions of R&D and SG&A costs of approximately $1 million to cost of sales and overhead applied to inventory.

Selling, General and Administrative Expenses. Selling, General and Administrative (SG&A) expenses decreased by $1.0 million, or 3%, to $28.9 million, compared to $29.9 million in 2000. SG&A expenses in the fourth quarter were sharply reduced as part of a restructuring plan, which eliminated sales and marketing staff by 33% and reduced other operating costs. The Company has entered 2002 with a lower SG&A cost structure and expects SG&A to be lower on a prospective basis as a result of this headcount reduction.

Research and Development Expenses. Research and development (R&D) costs decreased during 2001 compared to 2000 by $1.2 million. Throughout 2001, as the Company launched its new products and refocused on its core competencies it became apparent that its expenditures on R&D can be reduced to a level commensurate with its projected product needs.

The headcount reduction of 26% in Research and Development was made to refocus resources on current and near term products rather than on products in early stage of development for which no definable future product benefits were apparent. Research and Development, as a consequence, is focusing on enhancing and improving existing product lines.

Goodwill Impairment, Restructuring and other Nonrecurring Charges. The Company recorded goodwill impairment, restructuring and other nonrecurring charges totaling $12.5 million during the second, third and fourth quarters of 2001 as summarized in the table below.

Goodwill Impairment, Restructuring and Nonrecurring Charges ($000)

	Q1	Q2	Q3	Q4	Total
Goodwill impairment	$ 0	$5,478	$3,595	$ 0	$ 9,073
Fixed assets	0	1,504	0	0	1,504
Severance	0	749	0	571	1,320
Lease commitments	0	523	0	0	523
Other	0	48	0	0	48
Total	$ 0	$8,302	$3,595	$ 571	$12,468
Total cash outlays through
December 31, 2001	0	1,320	0	571	1,891
Remaining cash outlays
at December 31, 2001	0	230	0	140	370

The largest of write-off ($8.3 million) occurred in the second quarter of 2001 and was directly related to closing down Chyron Streaming Services Division (see Item 1, Streaming Services). The second major write-off occurred in the third quarter and was directly related to an impairment of goodwill related to the acquisition of the Pro-Bel Division. The remaining obligation at December 31, 2001, consists of $113,000 in lease commitments and $257,000 in severance costs.

The real estate leased for offices in New York City, London, U.K., Slough, U.K., Atlanta, GA and Cupertino, CA, were written-off as were operating leases for software and leased communication lines. The Company is actively seeking third parties to sub-lease abandoned facilities. Total lease commitments written off were $523,000.

The Company paid severance to 40 employees of Streaming Services Division who were made redundant. Employee severance costs amounted to $749,000.

By closing down the Streaming Services Division, in the second quarter of fiscal year 2001, the Company evaluated its investment in Interocity, in accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long Lived Assets to be Disposed of," (FAS 121"). The Company assessed the recoverability of its investment in Interocity by comparing the undiscounted future cash flows with the carrying amount of its investment. As a result of this analysis, the Company determined that the expected future cash flows would be insufficient to recover the carrying value of its investment and determined the asset was impaired. Accordingly, the Company determined that the entire net asset of $5.5 million was non-recoverable and recognized a goodwill impairment charge of $5.5 million during the second quarter of 2001.

In creating the Streaming Services Division, the Company invested in computer equipment, servers and furniture. When the Division was closed the total fixed assets written off were $1.5 million.

In the third quarter of 2001 due to continued poor results of the Company's Pro-Bel Division, the Company assessed the recoverability of its investment in Pro-Bel by comparing the undiscounted future cash flows with the carrying value of its investment. As a result of this analysis, the Company determined that the expected future cash flows would be insufficient to recover the carrying value of its investment and determined the asset was impaired. Accordingly, the Company recognized a goodwill impairment charge of $3.6 million during the third quarter of 2001. The Company calculated the goodwill impairment by comparing the carrying value of its investment with the present value of its estimated future cash flows.

In the fourth quarter, the Company implemented the restructuring plan as discussed in Item 1 above. Severance associated with the elimination/termination of 66 employees made in implementing the restructuring plan was $0.57 million. Cash outlays related to severance of $0.43 million were made during the fourth quarter of 2001 and approximately $0.14 million will be paid out during the first and second quarters of 2002, and was accrued for as of December 31, 2001.

Gain on Sale of Investments. During 2001, the Company recorded a loss of $0.3 million on the sale of approximately 60 percent of its marketable securities in RT-Set. In comparison, in 2000 the Company realized a gain of $0.6 million on its sale of approximately 23% of its investment in RT-Set. Fluctuations are a function of market share price.

Interest and Other Expenses. Interest and other expense, net, decreased by $0.4 million to $1.3 million during 2001 from $1.7 million in 2000. During 2001, the Company recognized interest income of approximately $0.2 million compared to $0.7 million in 2000, due to lower cash balances year over year. Foreign exchange losses were not material in 2001. A loss of $0.3 million was recognized in 2000 as a result of fluctuations in foreign exchange rates.

Interest and Other Expenses Net ($000)

	2001	2000
Transaction (gain) loss	50	327
Bank interest	696	892
Bank fees	113	69
Lease interest	40	28
Convertible debenture interest	655	1075
Interest income	(227)	(773)
Other expenses (income)	(32)	105
	$1,295	$1,723

Provision/Benefit for Income Taxes. The Company did not record a tax benefit in 2001 relative to its operating loss. In the second quarter of 1999 the Company established a full valuation allowance against its U.S. deferred tax assets to recognize the uncertainty surrounding its realizability, and has continued to record a full valuation allowance against U.S. net deferred tax assets. Until the Company has significant U.S. taxable income, no additional benefit will be realized. The Company's net operating losses are subject to annual limitations under U.S. income tax rules as a result of the changes in control of the Company.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Net Sales. Net sales for the year 2000 were $56.3 million, a decrease of $4.4 million, or 7.3% from the $60.7 million reported in 1999. Net sales during the years ended December 31, 2000 and 1999 consisted of $26.9 million and $28.0 million, respectively, from the Graphics Division and $29.4 million and $32.7 million, respectively, from the Signal Distribution and Automation Division.

The Graphics Division is experiencing a transition. Sales continue to be impacted by the shift from the high-end iNFiNiT! products to the lower priced Windows NT-based Duet and Aprisa clip/stillstore products. Duet is gaining acceptance in the U.S. and in Europe and sales in 2000 were double those in 1999. The Company's Clip/Stillstore product, Aprisa, also gained momentum in 2000 by doubling its revenues. In the year 2000 the Company recorded revenues associated with the Sydney Olympics of approximately $1 million. Sales in 1999 reflect a substantial number of system upgrades, in part to insure that customers were Y2K compliant.

Sales in the Signal Distribution and Automation Division were lower primarily as a result of a disappointing rollout of digital television in Europe and unfilled orders resulting from disruptions caused by the implementation of the Division's new inventory-management system. Differences in exchange rates accounted for over $1 million of the decline.

The Company generated nominal revenues in 2000 in connection with its Streaming Services Division. This Division, which was formally launched in November 2000, has begun to build a customer base in the U.K. and U.S. Streaming media services such as consultancy, equipment installation, encoding and webcasting, were being offered by this Division.

Gross Profit. Gross margins for the year ended December 31, 2000 and 1999, were 46% and 47%, respectively, exclusive of a $2.2 million write-down of inventory in 1999. Margins in the graphics sector improved, in large part, to products provided to the Sydney Olympics and lower overhead costs. Margins in the signal distribution and automation division have declined as a result of product mix due to the relative proportion of hardware versus software products, reduced pricing in the international market due to competition and the reduced value of the Euro, but were offset, to a lesser degree by lower costs associated with product redesigns.

Selling, General and Administrative Expenses. Selling, general and administrative (SG&A) expenses increased by $1.7 million, or 6%, to $29.9 million in 2000 compared to $28.2 million in 1999. SG&A expenses in the core businesses declined as a result of the 1999 restructuring and have continued to be reduced, primarily in the area of personnel, as the reduction in personnel year over year is 8%. These savings have been offset by the Company's expenditures, of approximately $6.3 million in 2000, associated with the efforts relative to its Streaming Services Division.

Research and Development Expenses. Research and development (R&D) costs decreased during 2000 compared to 1999 by $0.5 million. The revised product strategy implemented at the end of the second quarter of 1999 resulted in the elimination of effort associated with non-strategic products, thereby reducing costs. Recently, efforts in this area have been redirected to graphics and signal distribution and automation products for the Internet and Interactive TV.

Gain on Sale of Investments. During 2000, the Company sold approximately 23% of its remaining investment in RT-Set. This transaction resulted in a net gain of approximately $0.6 million. During 1999, the Company sold approximately 18% of its original investment in RT-Set. This transaction resulted in a net gain of approximately $0.5 million.

Interest and Other Expenses. Interest and other expense, net, increased $0.5 million during 2000 as compared to 1999. This increase was due primarily to a non-cash charge of $0.5 million resulting from the Company's decision to satisfy an interest obligation related to its subordinated debentures. Overall, interest rates were higher in 2000 as compared to 1999 but were offset by lower average borrowings. During 2000, the Company recognized interest income on investments of approximately $0.7 million. A loss of $0.3 million was recognized in 2000 as a result of foreign exchange rates as compared to a gain of $0.3 million in 1999.

Provision/Benefit for Income Taxes. The Company did not record a tax benefit in 2000 relative to its operating loss. In the second quarter of 1999 the Company established a full valuation allowance against its U.S. deferred tax assets to recognize the uncertainty surrounding its realizability. Until the Company has U.S. taxable income, no additional benefit will be realized.

Liquidity and Capital Resources

The Company used $7.7 million in cash from operations during 2001 as compared to using cash of $8.8 million for the comparable 2000 period. The utilization of cash from operations during 2001 results primarily from the realization of the net loss offset by decreases in accounts receivable, accounts payable and inventory balances. The decrease in accounts receivable results from the timing of receipt of certain milestone payments and more effective collection efforts. Inventory balances at the end of 2001 were lower due to an inventory write-off of $3.2 million, improved procurement and consuming existing inventory as revenue decreased to $46.2 million in 2001 from $56.3 million in 2000.

During 2001, the Company purchased Interocity for $5 million and had capital expenditures of $0.5 million. In comparison, the Company acquired property and equipment in 2000 totaling $2.1 million of which $1.2 million related to the infrastructure established to support the Company's new media initiatives. In 2000, the Company also utilized $3.9 million in cash to pay down its credit facility and received $0.7 million from the issuance of common stock as a result of exercises of options and warrants and $0.8 million from the sales of investments.

In December 2001, the Company raised $2.21 million in connection with a private placement of 12% Senior Subordinated Convertible Notes. The Company also increased its bank borrowings by $2.5 million. We are utilizing the net proceeds of these transactions, of approximately $4.7 million, to fund severance costs of $0.6 million associated with the cost reductions made in the fourth quarter 2001 and to fund our working capital needs. At December 31, 2001, the Company had cash on hand of $4.3 million and working capital of $4.4 million. The availability under the revolving line of credit as of December 31, 2001 was $0.5 million.

The Company has financial obligations comprised of senior bank term debt, leases, a mortgage, Senior Subordinated Notes and Series A and Series B convertible debentures. Repayments for these obligations are summarized below:

December 31 ($000 )

Obligation Repayments	2002	2003	2004	2005	2006	2007 On
Revolving line of credit	$2,711	$2,347	$ 0	$ 0	$ 0	$ 0
Term debt	675	1,425(1)	0(1)	0(1)	0(1)	0(1)
Capital leases	149	123	108	36	0	0
Operating leases (inc. real estate)	1,414	1,113	836	595	550	5,298
Danehill, U.K., building mortgage	128	128	128	128	128	627
Senior Subordinated Notes(2)	0	2,772	0	0	0	0
Series A & B Debentures(2)	0	0	12,263	0	0	0
Total	$5,077	$7,908	$13,335	$ 759	$678	$5,925

⁽¹⁾ Assumes Term Debt is paid in full when it matures on December 26, 2003.

⁽²⁾ Interest paid in kind is added to the principal.

Restructuring Plan, Second Quarter. In response to lower than anticipated sales levels and a slowdown in the U.S. economy, the Company took steps to reduce its costs structure. During the second quarter, the Company realigned its organization and closed down its Streaming Services Division to conserve cash. Personnel reductions occurred and employee headcount was 260 at June 30, 2001 as compared to 326 at the beginning of the year. Additional downsizing and curtailed spending initiatives continued into the fourth quarter.

Restructuring Plan, Fourth Quarter. In the fourth quarter of 2001, the Company implemented a restructuring plan to size its cost structure in line with anticipated revenues. All aspects of the business were examined in the U.S., U.K. and France. A plan was formulated that defined cuts of different magnitudes in all departments.

The restructuring plan implemented during the fourth quarter was substantially completed by December 31, 2001. Pursuant to the plan, the Company implemented staff reductions of 66 individuals (excluding contract personnel), down from 256 at the end of the third quarter. Budgeted costs for 2002 have been established at lower levels than in prior years. The combination of annualized reductions in personnel (including contract personnel) and overhead budgets was approximately $11.0 million.

The Company provides signal distribution and graphics products to the broadcast industry for use in digital television. Currently, its customers are facing capital budget constraints because of an economic slowdown in the U.S. and European economies, and there are few signs of growth in its traditional markets. In addition, the Company has sustained losses from operations in each of the five years ended December 31, 2001, and has failed to maintain its financial covenants under its credit agreement with its U.S. bank for which it has obtained amendments for the year ended December 31, 2001.

The Company is approaching 2002 with caution, adopting a modest outlook for growth, and sizing the business accordingly. The Company has configured its business with a level of costs that allows flexibility to reduce costs if economic conditions deteriorate. The Company believes it has sized the core businesses to a level that will not significantly reduce its cash resources while continuing to invest in its new products. The Company operates in a rapidly changing environment and it must remain responsive to changes as they occur. In the event that revenues are significantly below 2002 forecasted revenues the Company believes it has the ability to reduce or delay discretionary expenditures, such as capital purchases and marketing, so that it will have sufficient cash resources through December 31, 2002, however, there can be no assurance that the Company will be able to adjust its costs in time to respond to revenue shortfalls or obtain waivers and/or amendments should defaults occur.

In preparing contingency plans for a further decline in 2002 sales, the Company re-examined its cost structure. Should sales drop further the Company believes it has the ability to make further reductions in staff and overhead, in capital expenditures and in discretionary expenses. However, it should be noted that additional reductions take time to implement and can have an adverse effect on our ability to conduct business.

The Company has financial and other covenants with its U.S. bank. If the Company's performance was to deteriorate and the Company was in violation of covenants, the bank has the right to demand payment and may do so. The Company has four alternatives to generate cash and payoff the bank debt:

- Make additional reductions in staff and overhead (discussed above).

- Sell or enter into a sale - lease back of the Company's office building in Reading U.K. to generate $1.5 million to $2.5 million, net of the existing mortgage.

- Utilize available cash on the balance sheet, which was $4.3 million at December 31, 2001.

- Raise additional capital from third parties, which may include the Company's existing major shareholders and board members, through the sale of Company securities.

There is no guarantee, however, that any of these sources of cash would ever materialize or materialize in a timely fashion or upon terms that are acceptable to the Company.

Impact of Inflation and Changing Prices

Although the Company cannot accurately determine the precise effect of inflation, the Company has experienced increased costs of materials, supplies, salaries and benefits and increased general and administrative expenses. The Company attempts to pass on increased costs and expenses by developing more useful and cost effective products for its customers that can be sold at more favorable profit margins.

Industry Transition to Digital Standards

As discussed above, in October 1996, the FCC adopted a new digital television standard. Conversion to the new standard will produce an opportunity to appropriately positioned companies involved in the broadcast industry and related business; however, this change has caused uncertainty, hesitation and indecision for broadcasters and other customers in their decisions on capital spending. The delay in capital spending by broadcasters has affected the level of the Company's sales. The method and timing of broadcasters' conversion to digital television is very important to the future operating results of the Company.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations." This statement addresses financial accounting and reporting for business combinations. All business combinations in the scope of this statement are to be accounted for using only the purchase method. The provisions of this statement apply to all business combinations initiated after June 30, 2001.

Also in July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Tangible Assets." This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets. Under SFAS No. 142, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed annually (or more frequently if impairment indicators arise) for impairment. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The Company does not believe the application of the goodwill non-amortization provisions of these rules will have any material impact on its financial position and results of operations.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." This statement addresses financial accounting and reporting requirements for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Company does not believe that the adoption of SFAS No. 143 will have any material impact on its financial position and results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121 and the accounting and reporting provisions of the Accounting Principles Board ("APB") Opinion No. 30. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 144 will not have a material impact on the Company's financial position and results of operations.

Company Common Stock in 401(k) Plan

The Company has a 401(k) plan into which it makes a 10 percent matching contribution in Chyron stock. A participant in the plan has 19 investment choices, one of which is chyron stock. As of December 31, 2001, Chyron stock represented 2.2 percent of total pension investments.

Transactions with Related Parties

In December 2001, the Company issued 12% Senior Subordinated Convertible Notes in the aggregate principal amount of $2.21 million. Certain directors, officers and beneficial owners of 5% or more of the common stock of the Company ("5% Shareholders") acquired approximately 40% of the Senior Subordinated Notes, as follows: London Merchant Securities plc, a 5% Shareholder, through its affiliate, acquired $250,000 principal amount; Christopher Kelly, a director and 5% Shareholder, acquired $450,000 principal amount; Alan J. Hirschfield, a director, through an affiliate, acquired $100,000 principal amount; Eugene Weber, a director, through an affiliate, acquired $15,000 principal amount; the wife of Roger Henderson, President, CEO and a director, acquired $20,000 principal amount; Graham Pitman, Senior Vice President Worldwide Sales & Marketing, acquired $20,000 principal amount; and James Paul, Executive Vice President and General Manager, Graphics Division, acquired $20,000 principal amount. The price and other terms of the Senior Subordinated Notes were determined through negotiations between the Company and its placement agent, Nash Fitzwilliams Ltd, and negotiations with the major purchaser of the Senior Subordinate Notes, who acquired $500,000 principal amount, with the board of directors representing the Company. A registration statement relating to the shares of common stock underlying the Senior Subordinated Notes is required to be filed with the Securities and Exchange Commission by April 15, 2002. The Company intends to use the proceeds of the offering for general business purposes. On February 28, 2002, the Board of Directors agreed to amend the Senior Subordinated Notes. The Board resolved that the Company will only pay interest on the Senior Subordinated Notes by increasing the amount of principal owed thereunder.

On September 7, 1999, the Company completed a private placement of approximately $6.5 million aggregate principal amount of 8% Series B Subordinated Convertible Debentures, due December 31, 2003. Certain directors, officers and 5% Shareholders acquired approximately 82% of the Series B debentures, as follows: London Merchant Securities plc, a 5% Shareholder, through its affiliates, acquired $760,000 principal amount; Christopher Kelly, a director and 5% Shareholder, acquired $2,350,000 principal amount; Alan J. Hirschfield, a director, through an affiliate, acquired $200,000 principal amount; Eugene Weber, a director, through an affiliate, acquired $2,000 principal amount; Weiss Peck & Greer, a 5% Shareholder affiliated with Wesley Lang, a director, acquired through its affiliates $1,960,000 principal amount; and Charles Diker, a director, acquired $80,000 principal amount. The price and other terms of the Series B debentures were determined through negotiations of the independent committee of the board of directors with the Company's placement agent at the time and Weiss, Peck & Greer, one of the lead investors in the Series B debentures. The Company is obligated to maintain the effectiveness of a registration statement relating to the shares of common stock underlying the Series B debentures until such time as all of such shares have been sold. On May 19, 2000 the Company filed a registration statement on Form S-3, Registration Number 333-37408, with the Securities and Exchange Commission, relating to such shares (the "2000 Registration Statement"). Holders will not be permitted to sell such shares under the 2000 Registration Statement upon the filing of this Form 10-K because the Company is no longer eligible to use Form S-3 registration statements, in part because the common stock is no longer listed on the New York Stock Exchange. However, the Company intends to file a registration statement on Form S-1 relating to such shares on or before April 15, 2002. The proceeds of the offering were used for general business purposes.

On January 22, 1999, the Company completed a private placement of approximately $1.2 million aggregate principal amount of 8% Series A Subordinated Convertible Debentures, due December 31, 2003. Certain directors, officers and 5% Shareholders acquired 100% of the Series A debentures, as follows: Weiss Peck & Greer, a 5% Shareholder affiliated with Wesley Lang, a director, acquired through its affiliates $790,000 principal amount; London Merchant Securities plc, a 5% Shareholder, through its affiliates, acquired $273,000 principal amount; children and affiliates of Alan J. Hirschfield, a director, acquired $90,000 principal amount; Eugene Weber, a director, through an affiliate, acquired $20,000 principal amount; Charles Diker, a director, acquired $39,000 principal amount; and Edward Grebow, then President and CEO, acquired $30,000 principal amount. The price and other terms of the Series A debentures were determined through negotiations of the independent committee of the board of directors with the Company's placement agent at the time and Weiss, Peck & Greer, the lead investor in the Series A debentures. The Company is obligated to maintain the effectiveness of a registration statement relating to the shares of common stock underlying the Series A debentures for a period of at least two years from the initial effective date. Such shares were registered for resale on the 2000 Registration Statement. Holders will not be permitted to sell such shares under the 2000 Registration Statement upon the filing of this Form 10-K because the Company is no longer eligible to use Form S-3 registration statements, in part because the common stock is no longer listed on the New York Stock Exchange. However, the Company intends to file a registration statement on Form S-1 relating to such shares on or before April 15, 2002. The proceeds of the offering were used general business purposes.

On December 17, 2001, the terms of the Series A and Series B subordinated convertible debentures were amended to extend the maturity date of the Series A and B debentures from December 31, 2003 to December 31, 2004, increase the interest rate from 8% to 12%, and provide that until December 31, 2004, interest may be paid in the form of additional debentures, or in cash, at the Company's sole option. The terms of the amendment were determined through negotiations of the independent committee of the board of directors with Weiss, Peck & Greer, a 5% Shareholder and significant investor in the Series A and Series B debentures. On February 28, 2002, the Company's board of directors agreed to pay interest on the Series A and Series B debentures only by increasing the amount of principal owed thereunder. In connection with the amendment to the Series A and Series B debentures, on December 17, 2001, the Company issued warrants to holders of the amended Series A and Series B debentures to purchase an aggregate of 861,027 shares of common stock of the Company at an exercise price equal to $0.35 per share. The warrants are immediately vested and are exercisable through December 31, 2004 at $0.35 per share. A registration statement relating to the shares of common stock underlying the warrants is expected to be filed with the Securities and Exchange Commission by April 15, 2002.

During 2001, Mr. Michael Wellesley-Wesley, a member of the Office of the Chairman, the Compensation and Stock Option Committee and Chairman of the Executive Committee of our board of directors, was paid $15,000 on a monthly basis for a period of six months and an additional $26,000 in other forms of compensation for consulting and other services rendered in respect of transactions and potential transactions involving the Company. Mr. Wellesley-Wesley will continue to receive the $15,000 monthly payment during 2002 for consulting and other services related to future transactions involving the Company.

Video Technics started its relationship with the Company by supplying a proprietary line of still and video clip servers. In November 2000, the Company purchased 20% of Video Technics in order to have a ready source of proprietary servers and to have some say in product development to meet customer needs. (See Note 5 to the Consolidated Financial Statements.)

Since the Company has hardware manufacturing capabilities and supply arrangements, the relationship with Video Technics changed. Video Technics currently only writes the software, sold under license to the Company, and the Company produces the servers.

The price of the Video Technics software is fixed. It is set by Video Technics, taking into account market conditions and competitive offerings. Purchases of Aprisa Clip/Stillstore products from Video Technics were approximately $1.3 million, $2.5 million and $1.2 million for the years ended December 31, 2001, 2000 and 1999, respectively.

Currently, the Company is the only customer of Video Technics whose financial well being is dependent on the Company's success with the Aprisa line. Being a privately-held and small company, there is no assurance that Video Technics will not face financial problems, thus being unable to meet its supply obligations and endangering the Aprisa product line for several months. In the past the Aprisa line has provided significant revenues to the Company and is expected to continue doing so in 2002.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT

MARKET RISK

The Company is exposed to currency risk in the normal course of business related to investments in its foreign subsidiaries and the level of sales to foreign customers. For the years ended December 31, 2001 and 2000, sales to foreign customers were 51% and 39% of total sales, respectively. Substantially all sales generated outside of the U.S. are denominated in British pounds sterling, Euros and U.S. Dollars. The net impact of foreign exchange transactions was inconsequential in the year ended December 31, 2001 and a loss of $0.3 million in 2000.

Factors Affecting Future Results

Our future operating results are likely to fluctuate and therefore may fail to meet expectations, which could cause our stock price to decline.

Our operating results have varied widely in the past and are likely to do so in the future. In addition, our operating results may not follow any past trends. Our future operating results will depend on many factors and may fail to meet our expectations for a number of reasons, including those set forth in these risk factors. Any failure to meet expectations could cause our stock price to significantly fluctuate or decline.

Factors that relate to our internal operations and could cause our operating results to fluctuate include:

The need for continual, rapid new product introductions;

Changes in our product mix;

Our inability to adjust our fixed costs in the face of any declines in sales;

Successful execution of our strategy to develop and market products for the TV broadcasting markets, namely, character generators, routing equipment, routing switchers, routing peripherals, master control, automation, signal processing, switchers network management, video clip and Stillstore and media management.

Factors that depend upon our suppliers and customers and could cause our operating results to fluctuate include:

The timing of significant product orders, order cancellations and reschedulings;

The availability of production capacity and fluctuations in the manufacturing yields at the facilities to which we subcontract our critical components; and

The cost of raw materials and manufacturing services from our suppliers.

Factors that are industry risks and could cause our operating results to fluctuate include:

Intense competitive pricing pressures;

Introductions of or enhancements to our competitors' products; and

The cyclical nature of the industry.

Our day-to-day business decisions are made with these factors in mind. Although certain of these factors are out of our immediate control, unless we can anticipate and be prepared with contingency plans that respond to these factors, we will be unsuccessful in carrying out our business plan.

We cannot assure you that we will reach profitability because we have a history of losses.

We incurred significant losses from 1997 through 2001. Our accumulated deficit in these five years as of December 31, 2001 was $70.6 million. We had net loss of $33.7 million in 2001. We cannot assure you that we will return to profitability in any future periods, and you should not rely on our historical revenue or our previous profitability as any indication of our future operating results or prospects.

A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our current stockholders sell substantial amounts of our common stock, including shares issued upon the exercise of outstanding options, the market price of our common stock could fall. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

If we fail to successfully develop, introduce and sell new products, we may be unable to compete effectively in the future.

We operate in a highly competitive, quickly changing environment marked by rapid obsolescence of existing products. Our future success depends on our ability to develop, introduce and successfully market new products, including Duet products that replaced the iNFiNiT!, Max and Maxine product lines. To date, we have been selling our Duet products in increasing quantities, and we must continue to increase our sales or our business will suffer. If any of the following occur, our business will be materially harmed:

We fail to complete and introduce new product designs in a timely manner;

We are unable to have these new products manufactured according to design specifications;

Our customers do not perceive value in our new products and demand deep discounts;

Our sales force and independent distributors do not create adequate demand for our products; or

Market demand for our new products does not develop as anticipated.

We expend substantial resources in developing and selling our products, and we may be unable to generate significant revenue as a result of these efforts.

To establish market acceptance of our products, we must dedicate significant resources to research and development, production and sales and marketing. We experience a long delay between the time when we expend these resources and the time when we begin to generate revenue, if any, from these expenditures. Typically, this delay is one year or more. We record as expenses the costs related to the development of new semiconductor products and software as these expenses are incurred. As a result, our profitability from quarter to quarter and from year to year may be material and adversely affected by the number and timing of our new product introductions in any period and the level of acceptance gained by these products.

Our customers may cancel or change their product plans after we have expended substantial time and resources in the design of their products.

If one of our potential customers cancels, reduces or delays product orders from us or chooses not to release equipment that incorporates our products after we have spent substantial time and resources in designing a product, our business could be materially harmed. Our customers often evaluate our products for six to twelve months or more before designing them into their systems, and they may not commence volume shipments for up to an additional six to twelve months, if at all. During this lengthy sales cycle, our potential customers may also cancel or change their product plans. Even when customers integrate one or more of our products into their systems, they may ultimately discontinue the shipment of their systems that incorporate our products. System integrators whose products achieve customer acceptance may choose to replace our products with other products giving them higher margins or better performance.

We will be unable to compete effectively if we fail to anticipate product opportunities based upon emerging technologies and standards and fail to develop products that incorporate these technologies and standards.

We may spend significant time and money on research and development to design and develop products around an emerging technology or industry standard. If an emerging technology or industry standard that we have identified fails to achieve broad market acceptance in our target markets, we may be unable to generate significant revenue from our research and development efforts. Moreover, even if we are able to develop products using adopted standards, our products may not be accepted in our target markets. As a result, our business would be materially harmed.

We have limited experience in designing and developing products that support industry standards. If systems manufacturers move away from the use of industry standards that we support with our products and adopt alternative standards, we may be unable to design and develop new products that conform to these new standards. The expertise required is unique to each industry standard, and we would have to either hire individuals with the required expertise or acquire such expertise through a licensing arrangement or by other means. The demand for individuals with the necessary expertise to develop a product relating to a particular industry standard is generally high, and we may not be able to hire such individuals. The cost to acquire such expertise through licensing or other means may be high and such arrangements may not be possible in a timely manner, if at all.

We may encounter periods of industry-wide surface mount components shortage, resulting in pricing pressure and a risk that we could be unable to fulfill our customers' requirements.

The semiconductor industry (from which surface mount components are derived) has historically been characterized by wide fluctuations in the demand for, and supply of, its products, which feed the electronics, telecommunications and computer markets. These fluctuations have resulted in circumstances when supply and demand for the industry's products have been widely out of balance. Our operating results may be materially harmed by industry-wide surface mount component shortage, which could result in severe pricing pressure. In a market with undersupply, we would have to compete with the larger customers of our vendors for limited manufacturing capacity. In such an environment, we may be unable to have our products manufactured in a timely manner or in quantities necessary to meet our requirements. Since we outsource a large proportion of our products, we are particularly vulnerable to such supply shortages. As a result, we may be unable to fulfill orders and may lose customers. Any future industry-wide shortage of surface mount components or manufacturing capacity would materially harm our business.

We depend on one supplier, we are ramping up a second and prequalifying a third supplier of surface mount components.

We depend on a limited number of contract manufacturers to produce surface mount components for our products. We may be unsuccessful in diversifying our sources of supply from one to three suppliers and our principal supplier may experience unanticipated events that could inhibit their ability to provide us with adequate manufacturing capacity on a timely basis, or at all. Introducing new surface mount components or transferring existing design and specifications to a new third party manufacturer would require significant development time to adapt our designs to their manufacturing processes and could cause product shipment delays. In addition, the costs associated with manufacturing our components may increase if we are required to use a new third party manufacturer. If we fail to satisfy our manufacturing requirements, our business would be materially harmed.

If we fail to adequately forecast demand for our products, we may incur product shortages or excess product.

Our agreements with third-party manufacturers require us to provide forecasts of our anticipated manufacturing orders, and place binding manufacturing orders in advance of receiving purchase orders from our customers. This may result in product shortages or excess product inventory because it may not be practical to increase or decrease our rolling forecasts under such agreements. Obtaining additional supply in the face of product shortages may be costly or not possible, especially in the short term. Our failure to adequately forecast demand for our products would materially harm our business.

Problems in manufacturing our products, especially our new products, may increase the costs of our manufacturing process.

Difficulties or delays in the manufacturing of our products in the U.S. and the U.K. can adversely impact our gross margin. In the past we have experienced production and supply problems that affected the gross margin. We may experience in the future the same type of problems or other problems. This would be especially true if we face cash constraints, slowing payments to our suppliers. That in turn affects our ability to manufacture products in a timely manner, which would adversely affect our profitability.

We may be unable to grow our business if the markets in which we sell our products do not grow.

Our success depends in large part on the continued growth of various markets that use our products. Any decline in the demand for our products in the following markets could materially harm our business:

Broadcasting infrastructure projects;

Video/audio, graphics and imaging;

Advertising;

Corporate customers;

Military and security systems.

Slower growth in any of the other markets in which our products are sold may also materially harm our business. Many of these markets are characterized by rapid technological change and intense competition. As a result, our products may face severe price competition, become obsolete over a short time period, or fail to gain market acceptance. Any of these occurrences would materially harm our business.

In order to remain profitable, we will need to offset the general pattern of declines and fluctuations in the prices of our products.

The legacy iNFiNiT!, MAX!> and MAXINE! products sold at prices that are a multiple of the current Duet line prices. With advances in technology and introduction of Windows-based operating systems, we have to continuously strive to provide more performance and characteristics in our products at lower prices. The Company may not be able to do so successfully in the future, thus negatively affecting our performance.

We depend upon third party dealers to market and sell our products and they may discontinue sale of our products, fail to give our products priority or be unable to successfully market, sell and support our products.

We employ independent, third-party dealers to market and sell a significant portion of our products. During 2001, a significant portion of our sales were made through our dealers and representatives. Although we have contracts with our dealers and representatives, any of them may terminate their relationship with us on short notice. The loss of one or more of our principal dealers, or our inability to attract new dealers, could materially harm our business. We may lose dealers in the future and we may be unable to recruit additional or replacement dealers. As a result, our future performance will depend in part on our ability to retain our existing dealers and representatives and attract new dealers and representatives that will be able to market, sell and support our products effectively.

Furthermore, with advances in technology we have been able to introduce lower-priced products. It may be that our distribution strategy needs to be modified as new product prices are lowered. It is possible we may not be successful in modifying our distribution strategy, thus adversely impacting our ability to sell our new products.

Problems associated with international business operations could affect our ability to manufacture and sell our products.

Sales to customers located outside the United States accounted for 51%, 39% and 44% of our total sales in 2001, 2000 and 1999, respectively. We anticipate that sales to customers located outside the United States will continue to represent a significant portion of our total sales in future periods and the trend of foreign customers accounting for an increasing portion of our total sales may continue. Accordingly, our operations and revenues are subject to a number of risks associated with foreign commerce, including the following:

Managing foreign dealers and foreign customers, which may be state corporations or government agencies;

Staffing and managing foreign branch offices;

Political and economic instability;

Foreign currency exchange fluctuations;

Changes in tax laws, tariffs, environmental directives and freight rates;

Timing and availability of export licenses;

Inadequate protection of intellectual property rights in some countries; and

Obtaining governmental approvals for certain products.

In 2001 we denominated sales of our products in foreign countries exclusively in U.S. dollars, Pounds Sterling and Euros. As a result, any increase in the value of the U.S. dollar relative to the local currency of a foreign country will increase the price of our products in that country so that our products become more expensive to customers in the local currency of that foreign country. As a result, sales of our products in that foreign country may decline. To the extent any such risks materialize, our business would be materially harmed.

Our principal stockholders have significant voting power and may vote for actions that may not be in the best interests of our stockholders.

Our officers, directors and principal stockholders together control approximately 46% (as of March 1, 2002) of our fully diluted outstanding common stock. As a result, these stockholders, if they act together, will be able to significantly influence the management and affairs of Chyron Corporation and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might affect the market price of our common stock. This concentration of ownership may not be in the best interest of our other stockholders.

We may be unable to accurately predict quarterly results if we are inaccurate in our sales projections, which could adversely affect the trading price of our stock.

We build up our sales projections from information obtained by the sales force and our dealers. We recognize revenue from sales to our dealers only when these dealers make sales to customers. Furthermore, in certain large contracts, applicable to both Graphics Division and Pro-Bel Division, there are acceptance and/or commissioning conditions. It is possible our products are delivered but are not paid for because acceptance and/or commissioning have not taken place to the satisfaction of the customer. We would not be able to recognize the revenue until the customer has accepted and/or commissioned the products.

Any deviation or inaccuracy in these above factors could affect our quarterly revenue and results of operations. As a result, on a quarterly basis, our stock price could materially fluctuate.

We may be unable to successfully grow our business if we fail to compete effectively with others to attract and retain key personnel.

We believe our future success will depend upon our ability to attract and retain engineers and other highly skilled personnel. Our employees are at-will and only a few are subject to employment contracts. Hiring qualified sales and technical personnel will be difficult due to the limited number of qualified professionals. Competition for these types of employees is intense. We have in the past experienced difficulty in recruiting and retaining qualified sales and technical personnel. Failure to attract and retain personnel, particularly sales and technical personnel, would materially harm our business.

We may be unable to adequately protect our intellectual property rights, and may face significant expenses as a result of future litigation.

Protection of intellectual property rights is crucial to our business, since that is how we keep others from copying the innovations, which are central to our existing and future products.

Because it is critical to our success that we are able to prevent competitors from copying our innovations, we intend to continue to seek patent and trade secret protection for our products. The process of seeking patent protection can be long and expensive and we cannot be certain that any currently pending or future applications will actually result in issued patents, or that, even if patents are issued, they will be of sufficient scope or strength to provide meaningful protection or any commercial advantage to us. Furthermore, others may develop technologies that are similar or superior to our technology or design around the patents we own or the technology we create. We also rely on trade secret protection for our technology, in part through confidentiality agreements with our employees, consultants and third parties. However, employees may breach these agreements, and we may not have adequate remedies for any breach. In any case, others may come to know about or determine our trade secrets through a variety of methods. In addition, the laws of other countries in which we develop, manufacture or sell our products may not protect our intellectual property rights to the same extent as do the laws of the United States.

Our future operating results may fluctuate or deteriorate and we would be in violation of restrictive bank covenants.

Our operating results in the past, including 2001, have caused the Company to violate bank covenants for which we obtained waivers or amended our bank agreements. There is no assurance we will not be in violation of bank covenants in the future because of fluctuations or even deterioration in our operating results. At that point there is no assurance we will be able to obtain waivers or amend our bank agreements. If not, we would be in violation of our restrictive bank covenants and the bank would have the right to demand full payment. We would then be required to settle the outstanding obligation.

Our expectation is that we would not have the financial resources to meet the bank obligation in one payment. We would expect to agree to a payment plan to pay off the bank debt over a specific period of time. We cannot provide any assurance that the bank would accept any plan. Furthermore, we cannot provide any assurance that the sources of capital to pay off the bank would materialize in a timely manner and to the extent we had planned for.

In specific terms, the contemplated sources of capital to meet our bank obligation are listed below:

Sales of Pro-Bel building: Net of existing mortgage the expected proceeds (between $1.5 million to $2.5 million) may not materialize.

Cash on the balance sheet: There may be no cash on the balance sheet at the time of covenant violation.

Cuts in staff and overhead: A further restructuring may not be achievable without impairing the business.

Third party financial support: Sufficient additional financial support from third parties, which may include directors and principal shareholders, may not materialize as it has in the past.

The TV broadcast industry has historically expected lavish marketing expenses.

In the past we have spent generously on marketing. We have attended major trade shows in the U.S. and Europe, which cost us substantial sums. Our plan going forward is to participate in the principal trade shows and some of the minor shows.

We plan to control these expenditures and be more frugal and judicious in our expenditures. We cannot provide any assurance we will remain frugal and judicious in expensing our marketing dollars, because of market demands. Furthermore, we cannot provide any assurance that selective spending of our marketing dollars will pay off in the areas in which we are expecting results.

We sell hardware and software service agreements to our customers that may become onerous because of product problems or the age of our products.

We generate significant revenues from hardware and software agreements sold to our customers. It is possible that our products, current and prospective, do not provide sufficient customer satisfaction and require inordinate and expensive service support for each product category, beyond the level planned in the service agreements in place. That, by itself, would increase our expenses and make these service agreements unprofitable. In addition, customers who purchase service agreements and experience problems may be disinclined to renew their service agreements in subsequent years, hence affecting the significant revenues generated from service agreements.

Our warranties on products may prove insufficient and could cause us unexpected costs.

We warranty our products from 90 days to two years, depending on the type of product and industry practices. It is possible that our products, current and prospective, do not provide sufficient customer satisfaction and we are required to extend our warranty for a particular product or product line. In addition, we may extend the warranty period in certain special situations to win a particular contract, hence extending our liability period.

Any unplanned increase of our warranty periods would increase our costs and reduce our profitability. Because of the attendant contingent liabilities, it is possible that a reserve would have to be established, further affecting our operating results.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

Financial Statements:	Page
Report of Independent Accountants - PricewaterhouseCoopers LLP	41
Consolidated Balance Sheets at December 31, 2001 and 2000	42
Consolidated Statements of Operations for the Years Ended December 31, 2001,
2000 and 1999	43
Consolidated Statements of Cash Flows for the Years Ended December 31, 2001,
2000 and 1999	44
Consolidated Statements of Shareholders' Equity for the Years Ended December
31, 2001, 2000 and 1999	45
Notes to the Consolidated Financial Statements	46-67
Financial Statement Schedule:
II - Valuation and Qualifying Accounts	73

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and

Shareholders of Chyron Corporation

In our opinion, the consolidated financial statements and the financial statement schedule listed in the index appearing under Items 14(a)(1) and (2) on page 69 present fairly, in all material respects, the financial position of Chyron Corporation and its subsidiaries at December 31, 2001 and 2000 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Melville, New York

March 20, 2002

CHYRON CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

December 31,

Assets	2001	2000
Current assets:
Cash and cash equivalents	$ 4,342	$15,332
Accounts receivable, net	8,029	13,365
Inventories, net	9,081	14,503
Investments	39	603
Prepaid expenses and other current assets	434	1,481
Total current assets	21,925	45,284
Property and equipment	5,803	9,274
Excess of purchase price over net tangible assets acquired, net	856	5,042
Investments		154
Software development costs, net	381	1,231
Pension and other assets	4,934	4,843
TOTAL ASSETS	$33,899	$65,828

Liabilities and Shareholders' Equity

Current liabilities:
Accounts payable and accrued expenses	$10,168	$11,870
Current portion of long-term debt	7,286	2,141
Capital lease obligations	105	254
Total current liabilities	17,559	14,265
Long-term debt	1,139	6,571
Convertible debentures	10,798	8,037
Capital lease obligations	217	323
Pension and other liabilities	3,873	3,671
Total liabilities	33,586	32,867
Commitments and contingencies
Shareholders' equity:
Preferred stock, par value without designation
Authorized - 1,000,000 shares, Issued - none
Common stock, par value $.01
Authorized - 150,000,000 shares,
Issued and outstanding - 39,563,691and 38,870,467 at
2001 and 2000, respectively	396	389
Additional paid-in capital	71,324	70,022
Accumulated deficit	(70,569)	(36,902)
Accumulated other comprehensive loss	(838)	(548)
Total shareholders' equity	313	32,961
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$33,899	$65,828

See Notes to Consolidated Financial Statements

CHYRON CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

Year Ended December 31,

	2001	2000	1999
Net sales	$46,182	$56,272	$60,709
Cost of products sold	31,171	30,344	34,651
Gross profit	15,011	25,928	26,058
Operating expenses:
Selling, general and administrative	28,952	29,858	28,166
Research and development	5,635	6,862	7,315
Restructuring and goodwill impairment charges	12,468	0	6,681
Total operating expenses	47,055	36,720	42,162
Operating loss	(32,044)	(10,792)	(16,104)
(Loss) gain on sale of investments	(328)	607	541
Interest and other expense, net	(1,295)	(1,723)	(1,272)
Loss before provision for income taxes	(33,667)	(11,908)	(16,835)
Provision for income taxes	0	0	(12,949)
Net loss	$(33,667)	$(11,908)	$(29,784)
Net loss per common share - basic
and diluted	$ (.86)	$ (.34)	$ (.93)
Weighted average shares used in computing net
loss per common share:
Basic	39,352	34,824	32,084
Diluted	39,352	34,824	32,084

See Notes to Consolidated Financial Statements

CHYRON CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended December 31,

	2001	2000	1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(33,667)	$(11,908)	$(29,784)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Restructuring and other non-recurring charges	10,947		6,256
Loss (gain) on sale of investments	328	(607)	(541)
Depreciation and amortization	4,732	4,482	5,556
Non-cash settlement of interest liability	563	542
Provision for deferred income taxes			13,269
Other	53
Changes in operating assets and liabilities:
Accounts receivable, net of acquired assets & liabilities	5,612	(2,042)	6,435
Inventories	5,507	(1,092)	3,609
Prepaid expenses and other assets	736	(395)	350
Accounts payable and accrued expenses	(2,345)	2,055	(3,936)
Other liabilities	208	117	22
Net cash (used in) provided by operating activities	(7,326)	(8,848)	1,236
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Video Technics		(500)
Gross proceeds from sale of RT-Set	113	822	750
Acquisition of Interocity, net of acquired assets and liabilities	(5,000)
Acquisition of property and equipment	(505)	(2,093)	(439)
Capitalized software development	_____	_____	(3,129)
Net cash used in investing activities	(5,392)	(1,771)	(2,818)
CASH FLOWS FROM FINANCING ACTIVITIES:
Paydown of expiring credit facility			(8,493)
Proceeds from term loan	2,463		8,688
Payments of term loan	(675)	(450)	(1,225)
(Payments) borrowings from revolving credit agreement, net	(2,028)	(3,465)	415
Proceeds from issuance of senior subordinated notes	2,210		6,611
Payments of capital lease obligations	(246)	(394)	(547)
Net proceeds from sales of common stock		24,110
Proceeds from exercise of stock options and warrants	1	697	____
Net cash provided by financing activities	1,725	20,498	5,449
Effect of foreign currency rate fluctuations on cash and
cash equivalents	3	0	1
Change in cash and cash equivalents	(10,990)	9,879	3,868
Cash and cash equivalents at beginning of year	15,332	5,453	1,585
Cash and cash equivalents at end of year	$4,342	$15,332	$ 5,453
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$ 830	$1,378	$ 859
Income taxes paid	$ 0	$ 0	$ 203

See Notes to Consolidated Financial Statements

CHYRON CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ($000)

					Accumulated
			Additional		Other
			Paid-In	Retained	Comprehensive
	Shares	Amount	Capital	Earnings	Income(loss)	Total
Balance at December 31, 1998	32,058	$ 321	$44,021	$ 4,790	$ 638	$ 49,770
Net loss				(29,784)		(29,784)
Cumulative translation adjustment					(284)	(284)
Unrealized gain on available for
sale securities					2,647	2,647
Total comprehensive loss						(27,421)
Issuance of common stock
as compensation	35		52			52
Warrants issued for consulting services
and in connection with debenture
issuance	______	______	111	______	______	111
Balance at December 31, 1999	32,093	321	44,184	(24,994)	3,001	22,512
Net loss				(11,908)		(11,908)
Cumulative translation adjustment					(768)	(768)
Unrealized loss on available
for sale securities					(2,781)	(2,781)
Total comprehensive loss						(15,457)
Settlement of interest liability			409			409
Exercise of stock options	233	2	595			597
Conversion of debentures	20		49			49
Sale of common stock to Microsoft, net	3,097	31	5,922			5,953
Issuance of stock in connection with
investment in Video Technics	300	3	578			581
Sale of common stock in connection
with private placement, net	3,077	31	18,126			18,157
Warrants issued and exercised	50	1	159	________	_______	160
Balance at December 31, 2000	38,870	389	70,022	(36,902)	(548)	32,961
Net loss				(33,667)		(33,667)
Cumulative translation adjustment					(166)	(166)
Unrealized loss on available for sale securities					(124)	(124)
Total comprehensive loss						(33,957)
Exercise of stock options	2		1			1
Shares issued in connection with the acquisition of Interocity	633	6	1,235			1,241
Issuance of common stock as compensation	59	1	66	________	______	67
Balance at December 31, 2001	39,564	$396	$71,324	$(70,569)	$ (838)	$313

See Notes to Consolidated Financial Statement

CHYRON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Chyron Corporation and its wholly-owned subsidiaries ("Chyron" or the "Company") develop, manufacture, market and support a broad range of equipment, software and systems, including paint and animation systems, character generators, signal distribution systems, master control switchers and broadcast automation and media management packages. The worldwide market for equipment, software and systems used in the production and presentation of video and audio content encompasses major television networks, cable television broadcasters, direct to home satellite program distributors, production companies and post-production houses, as well as organizations and individuals creating materials such as corporate and specialized video and audio presentations. As implemented through the restructuring plan, the Company has recently refocused its efforts on its core business and is continuing to develop new products and services for its traditional markets as well as new markets.

The Company provides signal distribution and graphics products to the broadcast industry for use in digital television. Currently, its customers are facing capital budget constraints due to a slowdown in the U.S. economy, and there are few signs of growth in its traditional markets. In addition, the Company has sustained losses from operations in each of the three years ended December 31, 2001, and has failed its financial covenant under its credit agreement for which it obtained waivers and/or amendments. The Company plans to approach 2002 with caution, adopting a modest outlook for growth, and sizing the business accordingly. The Company plans to size the core businesses to a level that will not significantly reduce its cash resources while continuing to invest prudently in its new initiatives. The Company operates in a rapidly changing environment and it must remain responsive to changes as they occur. The Company has configured its business with a substantial level of variable costs, giving it the flexibility to reduce costs if economic conditions deteriorate. The Company has the ability and intention to reduce or delay discretionary expenditures such that it will have sufficient cash resources through December 31, 2002, however, there can be no assurance that the Company will be able to adjust its variable costs in sufficient time to respond to revenue shortfalls or obtain waivers and/or amendments should defaults occur.

In preparing contingency plans for a reduction in 2002 sales, the Company re-examined its cost structure. Should the Company experience a further decline in revenue it believes it has the ability to make further reductions in staff and overhead, in capital expenditures and in discretionary expenses. However, it should be noted that making another level of cuts in personnel and budgets may prove difficult and may adversely affect the Company's ability to generate revenues.

The Company has bank covenants with its U.S. bank. If the Company's performance was to deteriorate and the Company is in violation of covenants, the bank has the right to demand payment and may do so. The Company has four alternatives to generate cash and payoff the bank debt over an agreed upon period:

- Make additional reductions in staff and overhead (discussed above).

- Sell or enter into a sale - lease back of the Company's office building in Reading U.K. to generate $1.5 million to $2.5 million, net of the existing mortgage.

- Utilize available cash on the balance sheet, which was $4.3 million at December 31, 2001.

- Raise additional capital from third parties, which may include the Company's existing major shareholders and board members, through the sale of Company securities.

There is no guarantee, however, that any of these sources of cash would ever materialize or materialize in a timely fashion.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany amounts have been eliminated. Investments in affiliates of less than 20 percent are generally stated at cost. Investments in companies representing ownership interests of 20 percent to 50 percent are accounted for by the equity method of accounting. Under the equity method, the Company includes its prorata share of income (loss) in earnings.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, costs and expenses during the periods presented. The Company considers significant estimates of inventory reserves, allowances for doubtful accounts and warranty reserves. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash includes cash on deposit and amounts invested in highly liquid money market funds. Cash equivalents consist of short term investments with original maturities of three months or less. The carrying amount of cash and cash equivalents approximates their fair value. For the years ended December 31, 2001, and 2000 interest income received on investments approximated $0.2 million and $0.7 million, respectively.

Inventories

Inventories are stated at the lower of cost or market, cost being determined on the first-in, first-out method. The need for inventory obsolescence provisions is evaluated by the Company and, when appropriate, reserves for technological obsolescence, non-profitability of related product lines and excess quantities are established.

Property, Equipment and Depreciation

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided on the straight line method over the following estimated useful lives:

Building	35 years
Machinery and equipment	3-10 years
Furniture and fixtures	5-10 years
Leasehold improvements	Shorter of the life of improvement or remaining life of the lease

Excess of Cost over Net Tangible Assets Acquired

The Company continually evaluates whether changes have occurred that would require revision of the remaining estimated useful life of the assigned excess of cost over the value of net tangible assets acquired (goodwill) or its carrying amount. During 2001, the Company determined that goodwill associated with the 1996 acquisition of Pro-Bel Limited, the Company's Signal Distribution and Automation Division, was impaired as a result of continued declines in the division's financial results as discussed further in Note 3. In addition, the Company also determined that goodwill associated with the 2001 acquisition of Interocity Development Corporation ("Interocity") was impaired as a result of the Company's elimination of its streaming services business as discussed further in Note 4.

Investments

The Company accounts for its investments in accordance with the provisions of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." This standard requires that certain debt and equity securities be adjusted to market value at the end of each accounting period. Management determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation as of each balance sheet date. At December 31, 2001, all securities covered by SFAS No. 115 were designated as available for sale. Accordingly, these securities are stated at fair value, with unrealized gains and losses reported as a separate component of comprehensive income, net of tax. Realized gains and losses on sales of investments, as determined by the specific identification method, are included in the Consolidated Statement of Operations.

Software Development Costs

Certain software development costs are capitalized when incurred. Capitalization of software development costs begins upon the establishment of technological feasibility in excess of management defined threshold amounts. The establishment of technological feasibility and the ongoing assessment of recoverability of capitalized software development costs are continually monitored by management with respect to anticipated future revenues and estimated economic life. Amortization of capitalized software development costs is provided on a product-by-product basis using the straight line method over each product's estimated economic life, which ranges from 2-3 years.

Impairment of Long-Lived Assets

The Company continually evaluates whether changes have occurred that would require revisions to the carrying amounts of its long-lived assets. In making such determination, the Company reassesses market value, assesses recoverability and replacement values and evaluates undiscounted cash flows of the underlying business. Currently, management does not believe any of its long-lived assets are impaired.

Revenue Recognition

Net sales, which include revenue derived from product sales and upgrades, as well as service revenue, are recorded upon shipment of product or performance of service. Service revenue is generally recognized ratably over a period of twelve months. Customer service costs are included in selling, general and administrative expenses and are not material. Revenues and costs associated with long-term contracts are recognized on the percentage-of-completion method, subject to substantive customer acceptance. Revisions in profit estimates are reflected in the period in which the facts that give rise to the revision become known. Provisions for anticipated losses are charged to earnings when identified.

In the fourth quarter of 2000, the Company adopted Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements, which provides guidance in applying generally accepted accounting principles to certain revenue recognition issues. The adoption of SAB 101 did not have a material impact on the Company's financial position or overall trends in results of operations.

Income Taxes

The Company accounts for income taxes in accordance with the provisions of Statement of Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes." Under SFAS 109, deferred income taxes are recorded to reflect the tax consequences on future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end.

The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.

Foreign Currencies

Assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars at the current rate of exchange, while revenues and expenses are translated at the average exchange rate during the year. Adjustments from translating foreign subsidiaries' financial statements are reported as a separate component of shareholders' equity. Transaction gains or losses are included in interest and other expenses. The net impact of foreign exchange transactions for the years ended December 31, 2001, 2000 and 1999 were a loss of $0.04 million, a loss of $0.3 million and a gain of $0.3 million, respectively.

Net Loss Per Share

The Company reports its net loss per share in accordance with Financial Accounting Standards Board Statement No. 128, "Earnings Per Share." Basic net loss per common share is computed based on the weighted average number of common shares outstanding during the year. Diluted net loss per common share is computed based on the weighted average number of common shares outstanding during the year plus, when dilutive, additional shares issuable upon the assumed exercise of outstanding common stock equivalents. For 2001, 2000 and 1999 common stock equivalents of 14,720,616, 8,434,264, and 7,197,176, respectively, were not included in the computation of diluted net (loss) income per common share because their effect would have been anti-dilutive.

Stock-Based Compensation Plans

The Company accounts for its stock compensation plans in accordance with the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and its related interpretations, which requires that compensation cost be recognized on the date of grant for stock options issued based on the difference, if any, between the fair market value of the Company's stock and the exercise price. The Company has adopted the disclosure requirements of SFAS 123, "Accounting for Stock-Based Compensation," which allows entities to continue to apply the provisions of APB 25 for transactions with employees and provides pro-forma earnings disclosures for employee stock grants as if the fair value based method of accounting in SFAS No. 123 had been applied to these stock grants. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123 and EITF No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services."

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations." This statement addresses financial accounting and reporting for business combinations. All business combinations in the scope of this statement are to be accounted for using only the purchase method. The provisions of this statement apply to all business combinations initiated after June 30, 2001.

Also in July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Tangible Assets." This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets. Under SFAS No. 142, goodwill and indefinite lived intangible assets are no longer amortized but are reviewed annually (or more frequently if impairment indicators arise) for impairment. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The Company does not believe the application of the goodwill non-amortization provisions of these rules will have any material impact on its financial position and results of operations.

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." This statement addresses financial accounting and reporting requirements for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The Company does not believe that the adoption of SFAS No. 143 will have any material impact on its financial position and results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121 and the accounting and reporting provisions of the Accounting Principles Board ("APB") Opinion No. 30. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The Company has determined the impact that SFAS No. 144 will have on its financial position and results of operations will not be material.

2. BUSINESS ACQUISITION

In January 2001, the Company acquired Interocity Development Corporation, a privately-held company based in New York City. The purchase price consisted of $5 million in cash and approximately 633,000 shares of Chyron common stock ($1.3 million) accounted for based on the stock price two days before and two days after the announcement and direct acquisition costs of approximately $0.2 million. The acquisition was accounted for as a purchase in accordance with APB16 and accordingly, the excess of the purchase price over the net assets acquired of $6.2 million was allocated to goodwill, which is being amortized over a period of three years. Supplemental pro-forma information required by APB16 has been determined to be immaterial.

Due to a general slowdown in the economy, the Company experienced lower than expected revenues in the streaming media markets. Consequently, during the second quarter of fiscal year 2001, management approved a restructuring plan to realign its organization and curtail any spending associated with pursuit of streaming services. In addition, the Company assessed the recoverability of its investment in Interocity and determined that goodwill associated with this acquisition was permanently impaired. See Note 3.

3. GOODWILL IMPAIRMENT, RESTRUCTURING AND OTHER

NONRECURRING CHARGES

The Company recorded goodwill impairment, restructuring and other nonrecurring charges totaling $12.5 million during the second, third and fourth quarters of 2001 as summarized in the table below.

Goodwill Impairment, Restructuring and Nonrecurring Charges ($000)

	Q1	Q2	Q3	Q4	Total
Goodwill impairment	$ 0	$5,478	$3,595	$ 0	$9,073
Fixed assets	0	1,504	0	0	1,504
Severance	0	749	0	571	1,320
Lease commitments	0	523	0	0	523
Other	0	48	0	0	48
Total	$ 0	$8,302	$3,595	$571	$12,468
Total cash outlays	0	1,320	0	571	1,891
Remaining cash outlays
at December 31, 2001	0	230	0	140	370

The largest write-off ($8.3 million) occurred in the second quarter of 2001 and was directly related to closing down Chyron Streaming Services Division (See Item 1, Streaming Services). The second major write-off occurred in the third quarter and was directly related to an impairment of goodwill related to the acquisition of the pro-Bel Division. The remaining obligation at December 31, 2001, consists of 113,000 in lease commitments and $257,000 in severance costs.

The real estate leased for offices in New York City, London, U.K., Slough, U.K., Atlanta, GA and Cupertino, CA, were written-off as were operating leases for software and leased lines. The Company is actively seeking third parties to sub-lease abandoned facilities. Total lease commitments written off were $523,000.

The Company paid severance to 40 employees of Streaming Services Division who were let go. Employee severance costs amounted to $749,000.

By closing down the Streaming Services Division, in the second quarter of 2001, the Company evaluated its investment in Interocity, in accordance with Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long Lived Assets to be Disposed of" ("SFAS 121") (as amended by FAS 144). The Company assessed the recoverability of its investment in Interocity by comparing the undiscounted future cash flows with the carrying amount of its investment. As a result of this analysis, the Company determined that the expected future cash flows would be insufficient to recover the carrying value of its investment and determined the asset was impaired. Accordingly, the Company determined that the entire net asset of $5.5 million was non-recoverable and recognized a goodwill impairment charge of $5.5 million during the second quarter of 2001.

In creating the Streaming Services Division, the Company invested in computer equipment, servers and furniture. When the Division was closed the total fixed assets written-off were $1.5 million.

In the third quarter of 2001 due to continued poor results of the Pro-Bel Division, the Company assessed the recoverability of its investment in Pro-Bel by comparing the estimated undiscounted future cash flows with the carrying value of its investment. As a result of this analysis, the Company determined that the expected future cash flows would be insufficient to recover the carrying value of its investment and determined the asset was impaired. Accordingly, the Company recognized a goodwill impairment charge of $3.6 million during the third quarter of 2001. The Company calculated the goodwill impairment by comparing the carrying value of its investment with the present value of its estimated undiscounted future cash flows.

In the fourth quarter, the Company implemented the restructuring plan as discussed in Item 1 above. Severance associated with the elimination/termination of 66 employees made in implementing the restructuring plan was $0.57 million. Cash outlays related to severance of $0.43 million were made during the fourth quarter of 2001 and approximately $0.14 million will be paid out during the first and second quarters of 2002, and was accrued for as of December 31, 2001.

4. INVESTMENT IN RT-SET

The Company has an investment in RT-Set, which has been reflected in the Company's balance sheet at December 31, 2001 and 2000 at fair market value of $0.04 million and $0.6 million, respectively. An unrealized loss of $0.12 million and $2.8 million is reported as a component of shareholders' equity and other comprehensive income at December 31, 2001 and 2000, respectively. During 2001 and 2000, the Company recognized a loss of $0.33 million and a gain of $0.6 million on the sale of a portion of such security, respectively.

5. INVESTMENT IN VIDEO TECHNICS

In November 2000, the Company purchased a 20% interest in Video Technics, Inc. ("Video Technics"), which develops software for the Chyron Aprisa Clip/Stillstore systems. The purchase price consisted of $500,000 in cash and $581,000 in stock accounted for based on the stock price two days before and two days after the announcement. The Company issued 300,000 shares of common stock in connection with this transaction. The investment is accounted for under the equity method of accounting. The excess of the aggregate purchase price over the fair market value of net assets acquired, of approximately $1.1 million is being amortized over three years. Approximately $0.35 million in goodwill amortization has been recorded in 2001. The goodwill value net of amortization as of December 31, 2002 is $0.66 million.

6. ACCOUNTS RECEIVABLE

Accounts receivable are stated net of an allowance for doubtful accounts of $1.9 million and $2.3 million at December 31, 2001 and 2000, respectively. Accounts receivable are principally due from customers in, and dealers serving, the broadcast video industry and non-broadcast display markets. At December 31, 2001 and 2000, receivables included approximately $4.9 million and $4.6 million, respectively, due from foreign customers. Accounts receivable also includes earnings in excess of billings on uncompleted contracts accounted for on the percentage of completion method of approximately $3.1 million at December 31, 2000. Such amounts represent revenue recognized on long-term contracts that have not been billed pursuant to contract terms.

Bad debt expense amounted to $0.2 million, $0.9 million and $0.4 million in 2001, 2000 and 1999, respectively. The Company periodically evaluates the credit worthiness of its customers and determines whether collateral (in the form of letters of credit or liens on equipment sold) should be taken or whether reduced credit limits are necessary. Credit losses have consistently been within management's expectations. The carrying amounts of accounts receivable approximate their fair values.

7. INVENTORIES

With the legacy iNFiNiT!, MAX!> and MAXINE! being replaced by new products, such as the Duet lines, it became apparent that inventory contained components, subassemblies and finished goods that were deemed to be slow moving or obsolete. The Company wrote-off $3.2 million in inventory in the third quarter of 2001. The write-off is reported in cost of sales in operations. On December 31, 2001 the majority of the inventories consisted of finished goods and raw material.

Inventory is comprised of the following in thousands:

December 31,

	2001	2000
Finished goods	$3,644	$ 5,330
Work-in-progress	737	1,133
Raw material	4,700	8,040
	$9,081	$14,503

8. PROPERTY AND EQUIPMENT

During the second quarter of 2001, the Company wrote-off computer equipment, servers and furniture as a result of closing down Streaming Services Division. Total fixed assets written-off were $1.5 million.

Property and equipment consist of the following (in thousands):

December 31,

	2001	2000
Land	$ 733	$ 733
Building	1,589	1,589
Machinery and equipment	23,296	23,402
Furniture and fixtures	1,788	2,724
Leasehold improvements	491	912
	27,897	29,360
Less: Accumulated depreciation
and amortization	22,094	20,086
	$5,803	$ 9,274

Machinery and equipment at December 31, 2001 and 2000 includes $0.45 million and $2.1 million, respectively, of assets held under capital lease obligations. Accumulated depreciation and amortization at December 31, 2001 and 2000 includes $0.12 million and $1.3 million, respectively, attributable to assets held under capital lease obligations.

Depreciation expense, which includes amortization of assets under capital lease, was $1.9 million, $2.6 million and $3.5 million in 2001, 2000 and 1999, respectively.

9. SOFTWARE DEVELOPMENT COSTS

The Company capitalized $3.1 million in software development costs in 1999. In 2000 and 2001, the point between technological feasibility and shipment of product was insignificant, and as such, no costs have been capitalized. Amortization expense has $0.8 million, $1.3 million and $1.5 million in 2001, 2000 and 1999, respectively. During 1999, approximately $3.6 million was written off as part of a restructuring plan. Accumulated amortization at December 31, 2001 and 2000, was $9.7 million and $8.8 million, respectively.

10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following (in thousands):

December 31,

	2001	2000
Accounts payable	$ 4,577	$ 6,410
Compensation	298	786
Other accrued items	5,293	4,674
	$10,168	$11,870

11. LONG-TERM DEBT

Long term debt consists of the following (in thousands):

December 31,

	2001	2000
Term loan (a)	$2,100	$ 825
Revolving credit facility (a)	2,711	5,251
Commercial mortgage term loan (b)	1,267	1,452
Trade finance facility (c)	2,347	1,184
	8,425	8,712
Less amounts due in one year	(7,286)	(2,141)
	$ 1,139	$ 6,571

(a) On March 29, 1999, the Company entered into a new $12 million credit facility with a U.S. bank, as amended, which expires December 26, 2003. Under this facility, the Company borrowed $2 million in the form of a term loan and can obtain revolving credit loans based on its eligible accounts receivable and inventory for the balance of the facility. The term loan has been paid in full as of December 31, 2001.

On December 26, 2001, the Company entered into a new term loan under the same credit facility in the amount of $2.1 million. The loan requires no principal payments through March 31, 2002 and then $75,000 per month for the period commencing April 1, 2002 through December 1, 2003. The final installment is equal to $0.52 million plus any unpaid accrued interest due on December 26, 2003. Interest will be payable monthly at the Prime Rate plus 2% (4.75% at December 31, 2001). Commencing with the year ended December 31, 2002, the Company is required to make additional payments of principal equal to 25% of the Company's excess cash flows, as defined, for the twelve months ending December 31, 2002.

The Company paid a monthly commitment fee equal to one half of 1% per annum of the daily unused portion of the facility. Total commitment fees paid during 2001, 2000 and 1999 were not significant.

The entire facility is secured by Chyron's accounts receivable and inventory and the common stock of Pro-Bel. The agreement contains requirements for levels of earnings and prohibits the Company from paying dividends in excess of 25% of net income in any fiscal year. As of December 31, 2001, the Company was in violation of its financial covenant with its lender for which its agreement was amended. The lender has the right to call the above facility if these financial covenants are not met.

(b) Pro-Bel has a commercial mortgage term loan with a bank. The loan is secured by a building and property located in the United Kingdom. Interest is equal to LIBOR plus 2% (3.883% at December 31, 2001). The loan is payable in quarterly installments of 22,000 British Pounds Sterling (US$31,966, converted at the December 31, 2001 exchange rate) plus interest.

(c) Pro-Bel has an agreement with a bank for an overdraft facility that has been renewed on an annual basis and expires on December 31, 2002. This agreement, provides for an overdraft facility of 2 million GBP. Total borrowings are limited to amounts computed under a formula for eligible accounts receivable. Interest is equal to the bank's base rate plus 1.5% (5.883% at December 31, 2001) and is payable quarterly. It is currently the Company's intention to refinance this facility prior to its expiration date.

Aggregate maturities of long-term debt including convertible debentures (described in Note 12) are as follows (in thousands):

2002	7,286
2003	2,900
2004	12,391
2005	128
2006	128
2007 and thereafter	627

The carrying amounts of long-term debt instruments approximate their fair values.

Net interest expense was $1.5 million, $2.1 million and $1.6 million in 2001, 2000 and 1999, respectively.

12. SUBORDINATED CONVERTIBLE DEBENTURES

During late 1998 and 1999 the Company raised $7.7 million through the issuance of Series A and Series B 8% subordinated convertible debentures, due December 31, 2003, to certain persons and entities, including certain directors, affiliates and shareholders of the Company. The Series A debentures, totaling $1.2 million, pay interest quarterly and are convertible, at any time, at the option of the holders thereof, into common stock of the Company at a conversion price of $2.466 per share. The Series A debentures may be redeemed by the Company at any time after December 31, 1999 for a price equal to the principal and accrued but unpaid interest on the debentures at the redemption date. As of December 31, 2001, the aggregate principal was $1.2 million and all interest due was paid in cash.

The Series B debentures, with an original face value of $6.5 million, are convertible, at any time, at the option of the holders thereof, into common stock of the Company at a conversion price of $1.625 per share. In certain circumstances, the Series B debentures may be redeemed by the Company, commencing one year from issue date, for a price equal to the principal and accrued but unpaid interest at the redemption date. Interest is payable quarterly and may be paid by increasing the amount of principal owed thereunder. During 2001 approximately $0.56 million of interest was paid in the form of additional debentures issued by the Company. The total accumulated principal, including additional debentures paid in kind, at December 31, 2001, was $7.4 million.

On December 17, 2001, the terms of the existing Series A and Series B subordinated convertible debentures were amended to extend the maturity date of the Series A and B debentures from December 31, 2003 to December 31, 2004, increase the interest rate from 8% to 12%, and provide that until December 31, 2004, interest may be paid in the form of additional debentures, or in cash, at the Company's sole option. On February 28, 2002, the Company's board of directors agreed to pay interest on the Series A and Series B convertible debentures only by increasing the amount of principal owed thereunder. In connection with the amendment to the Series A and Series B debentures, on December 17, 2001, the Company issued warrants to holders of the amended Series A and Series B debentures to purchase an aggregate of 861,027 shares of common stock of the Company at an exercise price equal to $0.35 per share. The warrants have been reflected as a discount to the related obligation, which will be amortized as additional interest expense over the life of the debt. The warrants are immediately vested and are exercisable through December 31, 2004 at $0.35 per share. A registration statement relating to the shares of common stock underlying the warrants is expected to be filed with the Securities and Exchange Commission by April 15, 2002.

The Series A and Series B debentures have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The sales of the Series A and Series B debentures were made in reliance upon the exemption from the registration provisions of the Securities Act of 1933, as amended, afforded by Section 4(2) thereof and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. To the best of the Company's knowledge, the purchasers of the Series A and Series B debentures acquired them for their own accounts, and not with a view to any distribution thereof.

In December 2001, the Company completed a private placement of 12% Senior Subordinated Convertible Notes and received $2.21 million, exclusive of offering costs of $0.2 million, which have been deferred and will be reflected as additional interest expense over the term of the Notes. These Senior Subordinated Notes have a maturity date of December 31, 2003. Pursuant to the terms of the agreement, interest is payable in the form of additional Senior Subordinated Notes, or in cash, at the option of the Company. The Senior Subordinated Notes are immediately convertible into the Company's common stock at a conversion price of $0.35. A registration statement relating to the shares of common stock underlying the Senior Subordinated Notes is required to be filed with the Securities and Exchange Commission by April 15, 2002. On February 28, 2002, the Board of Directors agreed to amend the Senior Subordinated Notes. The Board resolved that the Company will only pay interest on the Senior Subordinated Notes by increasing the amount of principal owed thereunder.

13. COMMON STOCK

In January 2001, the Company issued 632,412 shares of common stock in connection with its acquisition of Interocity Development Corporation, as is explained more fully in Note 2, "Business Acquisition."

In May 2001, the Company issued 58,898 shares of common stock to certain executive officers as partial payment of their bonus compensation for 2000.

In April 2000, the Company raised gross proceeds of $20 million in connection with a private placement of 3,076,923 shares of its common stock at a price of $6.50. The offering price per share was determined based on negotiations between the Company and its placement agents taking into account the historical trading history of the common stock and market conditions at such time. The price of the common stock, as listed on the New York Stock Exchange, ranged between $5.44 and $9.44 on the various closing dates. In connection with the private placement, the Company issued 151,914 warrants to the placement agents and 60,000 warrants to a consulting company to purchase common stock of the Company at an exercise price of $6.50. These warrants, which are immediately exercisable, will expire in April 2005.

In November 2000, the Company issued 300,000 shares of common stock in connection with its purchase of a 20% interest in Video Technics, as is explained more fully in Note 5, "Investment in Video Technics."

In November 2000, Microsoft purchased 3,096,774 shares of common stock of the Company at a price of $1.9375, totaling $6 million. As a result, as of December 31, 2001, Microsoft owned approximately 8% of the Company. The Company used the proceeds from the sale to fund the development of interactive tools and the growth of the Company's streaming services division. Microsoft sold all of those shares in March 2002.

14. LONG-TERM INCENTIVE PLAN

In May 1999, the Company's shareholders approved the 1999 Incentive Compensation Plan (the "Plan"). The Plan allows for a maximum of 1,500,000 shares of common stock to be available with respect to the grant of awards under the Plan, plus the number of shares remaining available under pre-existing plans. The Plan allows for the award of incentive and non-incentive options to employees and non-incentive options to non-employee members of the Company's Board of Directors ("BOD"). The Plan allows for a committee, designated by the BOD, to determine the time and circumstances under which an employee option may be exercised. The terms of all previously granted options were unchanged. All options granted under the Plan have a term of ten years.

All options issued to employees, other than the Company's current and former Chief Executive Officer ("CEO") and another officer, vest over a three year period. Certain options issued to the current and former CEO and the other officer vest one third at issuance, with the remaining two thirds vesting over two years.

Transactions involving stock options are summarized as follows:

	Stock Options	Range of Exercise	Weighted Average
	Outstanding	Price per Share	Exercise Price Per Share
Balance at December 31, 1999	2,399,924	$0.75 - $16.13	2.09
Granted	1,345,499	$1.88 - $ 4.00	2.48
Exercised	(233,962)	$0.75 - $ 9.38	1.00
Canceled	(157,634)	$0.75 - $ 5.38	1.88
Balance at December 31, 2000	3,353,827	$0.75 - $16.13	2.23
Granted	1,697,500	$0.32 - $ 2.13	0.92
Exercised	(1,914)	$ 0.75	0.75
Canceled	(1,280,901)	$0.55 - $ 5.38	2.08
Balance at December 31, 2001	3,768,512	$0.32 - $16.13	1.70

The following table summarizes information concerning currently outstanding and exercisable stock options:

Exercise Price	Outstanding at December 31, 2001	Weighted Average Contractual Life	Exercisable at December 31, 2001
$ 0.32	360,000	9.87	-
0.44	125,000	9.74	62,499
0.50	35,000	9.58	35,000
0.55	613,000	9.56	264,998
0.74	5,000	9.37	-
1.14	11,000	9.22	-
1.88	286,155	8.88	101,658
2.19	263,161	8.82	97,802
2.25	-	8.58	-
2.38	40,000	8.58	40,000
3.19	-	8.48	-
3.13	10,000	8.45	3,333
2.75	8,333	8.43	8,333
3.38	226,997	8.42	81,325
2.94	15,000	8.41	5,000
4.00	4,500	8.11	2,500
3.06	-	8.02	-
0.75	332,990	7.82	230,444
1.38	30,000	7.58	30,000
1.63	120,505	7.55	102,171
1.94	300,000	7.44	300,000
2.50	34,000	7.41	28,666
2.00	263,337	7.20	259,003
2.13	562,874	7.04	313,955
3.94	1,000	6.36	1,000
3.75	25,000	6.17	25,000
5.38	8,000	5.82	8,000
4.50	16,665	5.58	16,665
5.88	6,667	5.18	6,667
12.75	3,333	4.71	3,333
16.13	23,331	4.58	23,331
9.38	3,333	4.14	3,333
5.63	23,331	3.73	23,331
4.88	11,000	3.56	11,000
	3,768,512		2,088,347

If the Company had elected to recognize compensation expense based upon the fair values at the grant date for awards under this plan consistent with the methodology prescribed by SFAS No. 123, the Company's net loss and net loss per share would be increased to the pro forma amounts indicated below:

	2001	2000	1999
Net loss (in thousands):
As reported	$(33,667)	$(11,908)	$(29,784)
Pro forma	(34,539)	(12,137)	(31,293)
Net loss per common share:
As reported	$(0.86)	$(.34)	$(.93)
Pro forma	(0.88)	(.35)	(.98)

These pro forma amounts may not be representative of future disclosures since the estimated fair value of stock options is amortized to expense over the vesting period for purposes of future pro forma disclosures, and additional options may be granted in future years. The fair value of these options was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for 2001, 2000 and 1999: dividend yield of 0; expected volatility of 110.9% and expected life of 4 years in 2001 and 4 years in 2000 and 4-5 years in 1999. The weighted average risk free interest rates for 2001, 2000 and 1999 were 4.25%, 6.04% and 5.96%, respectively.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of employee stock options.

15. INCOME TAXES

The provision for income taxes consists of the following (in thousands):

	2001	2000	1999
Current:
Federal and State	$ 0	$ 28	$ 45
Foreign	0	0	0
	0	28	45
Deferred:
Federal and State	0	(28)	(4,865)
Foreign			(503)
Valuation reserve	0	0	18,272
	____	____	12,904
Total provision	$ 0	$ 0	$12,949

The effective income tax rate differed from the Federal statutory rate as follows (in thousands):

2001 2000 1999

	Amount	%	Amount	%	Amount	%
Federal income tax benefit
at statutory rate	$(11,447)	(34.0)	$(4,048)	(34.0)	$(5,724)	(34.0)
State income taxes, net
of federal tax benefit	0	0	(1)	0.0	30	0.2
Permanent differences	338	1.0	(320)	(2.7)	45	0.3
Foreign income tax provision	0	0.0
International rate differences	354	1.0	199	1.7	36	0.2
Effect of valuation allowance of
deferred tax assets	10,755	32.0	3,660	30.7	18,272	108.5
Other, net	0	0.0	510	4.3	290	1.7
	$ 0	0.0	$ 0	0.0	$12,949	76.9

The components of the Company's deferred tax assets and deferred tax liabilities are presented in the tables below.

December 31,

	2001	2000
Post-reorganization net operating loss carryforward	$17,629	$11,175
Pre-reorganization net operating loss carryforward	4,461	4,461
Pre-reorganization deductible temporary differences	2,161	2,218
Other	8,826	4,579
Total deferred tax assets	33,077	22,433
Pre-reorganization taxable temporary differences	83	83
Other	307	418
Total deferred tax liabilities	390	501
Deferred tax valuation allowance	32,687	21,932
Net deferred tax asset	$ 0	$ 0

At December 31, 2001, the Company had net operating loss carryforwards ("NOLs") of approximately $55 million expiring between the years 2003 through 2021. In connection with the Company's emergence in 1991 from its reorganization under Chapter 11 of the U.S. Bankruptcy Code, the benefit of the Company's pre-reorganization NOLs were not reflected in net income, but rather recorded as an increase to paid-in capital. In addition, such NOLs ($13.1 million) are subject to annual limitations under U.S. income tax rules as a result of the changes in control of the Company.

In the second quarter of 1999, the Company established a full valuation allowance of $14.1 million against its net deferred tax assets. Valuation allowances have been recorded on all losses since 1999. The Company's net deferred tax assets include substantial amounts of net operating loss carryforwards. Inability to generate taxable income within the carryforward period would affect the ultimate realization of such assets. Consequently, management determined that sufficient uncertainty exists regarding the realization of these assets to warrant the establishment of the allowance.

16. BENEFIT PLANS

Chyron Corporation has a domestic defined benefit pension plan (the "U.S. Pension Plan") covering substantially all U.S. employees meeting minimum eligibility requirements. Benefits paid to retirees are based upon age at retirement, years of credited service and average compensation. Pension expense is actuarially determined using the projected unit credit method. The Company's policy is to fund the minimum contributions required under the Employee Retirement Income Security Act. The assets of the U.S. Pension Plan at December 31, 2001 include government bonds, equities, mutual funds and cash and cash equivalents. As of December 31, 2001, Chyron stock represented 2.2 percent of total pension investments.

Benefit plan information for the U.S. Pension Plan is as follows (in thousands):

	2001	2000
Reconciliation of benefit obligation
Obligation at January 1	$1,585	$1,641
Service cost	370	324
Interest cost	126	105
Plan amendments	3
Actuarial (gain) loss	85	(113)
Benefit payments	(73)	(372)
Obligation at December 31	$2,096	$1,585
Reconciliation of fair value of plan assets
Fair value of plan assets at January 1	$1,440	$1,912
Actual return on plan assets	(85)	(100)
Employer contributions
Benefit payments	(74)	(372)
Fair value of plan assets at December 31	$1,281	$1,440
Funded Status
Funded status at December 31	$ (813)	$ (145)
Unrecognized prior-service cost	(409)	(444)
Unrecognized (gain) loss	(1,346)	(1,714)
Net amount recognized	$(2,568)	$(2,303)

	2001	2000	1999
Components of net periodic pension cost
Service cost	$ 370	$ 324	$ 523
Interest cost	126	105	164
Expected return on plan assets	(119)	(162)	(216)
Amortization of prior service cost	(34)	(34)	(34)
Amortization of net (gain) loss	(78)	(112)	(69)
Net periodic benefit cost	$ 265	$ 121	$ 368
Weighted-average assumptions as of
December 31
Discount rate	7.25%	7.5%	8.0%
Expected return on plan assets	9.0%	9.0%	9.0%
Rate of compensation increase	4.5%	5.0%	5.0%

Pro-Bel has a non-contributory defined benefit pension plan (the "U.K. Pension Plan") covering all its permanent employees. Contributions are determined on the basis of valuations using the projected unit method. Pro-Bel's policy is to fund minimum contributions required pursuant to U.K. rules and regulations. The assets of the U.K. Pension Plan at December 31, 2000 and 1999 include cash equivalents and land and a building.

Benefit plan information for the U.K. Pension Plan is as follows (in thousands):

	2001	2000
Reconciliation of benefit obligation
Obligation at January 1	$12,299	$11,321
Service cost	745	741
Interest cost	734	676
Plan amendments
Actuarial (gain) loss	(571)	(183)
Benefit payments	(194)	(256)
Obligation at December 31	$13,013	$12,299
Reconciliation of fair value of plan assets
Fair value of plan assets at January 1	$14,736	$12,056
Actual return on plan assets	(849)	2,223
Employer contributions	644	712
Benefit payments	(194)	(255)
Fair value of plan assets at December 31	$14,337	$14,736
Funded status
Funded status at December 31	$1,325	$2,437
Unrecognized prior-service cost	2,073	743
Unrecognized loss	536	585
Net amount recognized	$3,934	$3,765

	2001	2000	1999
Components of net periodic pension cost
Service cost	$ 745	$ 741	$ 739
Interest cost	734	676	531
Expected return on plan assets	(1,052)	(861)	(763)
Amortization of prior service cost	49	49	48
Amortization of net (gain) loss	0	77	8
Net periodic pension cost	$ 476	$ 682	$ 563
Weighted-average assumptions as of December 31
Discount rate	5.5%	6.0%	6.0%
Expected return on plan assets	6.5%	7.0%	7.0%
Rate of compensation increase	3.5%	6.0%	4.0%

The Company has adopted a 401(k) Plan exclusively for the benefit of participants and their beneficiaries. All U.S. employees of Chyron Corporation are eligible to participate in the 401(k) Plan. Effective July 1, 1998, the Company amended its 401(k) Plan by increasing the matching contribution of the Company to 20% and changing its matching contributions from cash to Company common stock and the vesting period for the matching contribution to three years. An employee may elect to contribute a percentage of his or her current compensation to the 401(k) Plan, subject to a maximum of 20% of compensation or the Internal Revenue Service annual contribution limit ($10,500 in 2001 and 2000), whichever is less. Total compensation that can be considered for contribution purposes is limited to $170,000.

Chyron Corporation can elect to make a contribution to the 401(k) Plan on behalf of those participants who have made salary deferral contributions. During 2001, 2000 and 1999, the Company contributed $0.09 million, $0.06 million and $0.1 million, respectively, to the 401(k) Plan.

17. COMMITMENTS AND CONTINGENCIES

At December 31, 2001, the Company was obligated under operating and capital leases covering facility space and equipment as follows (in thousands):

	Operating	Capital
2002	1,414	149
2003	1,113	123
2004	836	108
2005	595	36
2006	550	0
2007 thereafter	5,298	0

The operating leases contain provisions for escalations and for maintenance and real estate taxes. Total rent expense was $1.1 million, $0.9 million and $1.3 million, for 2001, 2000 and 1999, respectively. The cumulative imputed interest in the capital lease obligation was $0.1 million at December 31, 2001.

The Company, from time to time, is involved in routine legal matters incidental to its business. In the opinion of management, the ultimate resolution of such matters will not have a material adverse effect on the Company's financial position, results of operations or liquidity.

18. RELATED PARTY TRANSACTIONS

The secretary of the Company, a non-executive position, is affiliated with a law firm that rendered various legal services to the Company for which the Company incurred costs of $0.5 million, $0.5 million and $0.5 million during 2001, 2000 and 1999, respectively.

In November 2000, the Company purchased 20% of Video Technics, a supplier of certain hardware and software products.

Since the Company has hardware manufacturing capabilities and supply arrangements, the relationship with Video Technics changed. Video Technics currently only writes the software, sold under license to the Company, and the Company produces the servers.

The price of the Video Technics software is fixed. It is set by Video Technics, taking into account market conditions and competitive offerings. Purchases of Aprisa Clip/Stillstore products from Video Technics were approximately $1.3 million, $2.5 million and $1.2 million for the years ended December 31, 2001, 2000 and 1999, respectively.

Currently, the Company is the only customer of Video Technics whose financial well being is dependent on the Company's success with the Aprisa line. Being a privately-held and small company, there is no assurance that Video Technics will not face financial problems, thus being unable to meet its supply obligations and endangering the Aprisa product line for several months. In the past the Aprisa line has provided significant revenues to the Company and is expected to continue doing so in fiscal year 2002.

During fiscal year 2001, Mr. Michael Wellesley-Wesley, a member of the Office of the Chairman, the Compensation and Stock Option Committee and Chairman of the Executive Committee of our board of directors, was paid $15,000 on a monthly basis for a period of six months and an additional $26,000 in other forms of compensation for consulting and other services rendered in respect of transactions and potential transactions involving the Company. Mr. Wellesley-Wesley will continue to receive the $15,000 monthly payment during fiscal 2002 for consulting and other services related to future transactions involving the Company.

19. OTC BULLETIN BOARD QUOTATION

In July 1999, the New York Stock Exchange (NYSE) revised the minimum requirements for continued listing by eliminating the net tangible asset requirement of $12 million and replacing it with a stockholders' equity of $50 million and raising global market capitalization to $50 million from $12 million. The Company was allotted 18 months to comply with the revised listing requirements. In April 2001, the Company received notification that its stock should be removed from the NYSE list as it was not in compliance with the revised continued listing requirements. The Company requested a review with a committee of the board of directors of the NYSE to appeal the decision, which was scheduled for June 6, 2001. In May 2001, the Company voluntarily withdrew its appeal of the NYSE's decision due to the considerable amount of resources it would cost to appeal the decision. The Company believes it is in the best interest of its shareholders to focus its efforts on executing its business plan and improving the operating performance of the Company.

The Company's common stock has been quoted on the OTC Bulletin Board since May 25, 2001, under the symbol CYRO. The OTC Bulletin Board is a regulated quotation service that displays real-time quotes, last sales prices and volume information in over-the-counter equity securities.

20. SEGMENT INFORMATION

Chyron's businesses are organized, managed and internally reported as three segments. The segments, which are based on differences in products and technologies, are Graphics Products, Signal Distribution and Automation, and Streaming Services.

The accounting policies of the segments are the same as those described in the "Summary of Significant Accounting Policies." The Company is an integrated organization characterized by interdivisional cooperation, cost allocations and inventory transfers. Therefore, management does not represent that these segments, if operated independently, would report the financial information shown below.

Business Segment Information

(In thousands)

		Signal Distribution	Streaming
	Graphics*	and Automation	Services
Net sales
2001	$18,854	$27,106	$ 222
2000	26,867	29,367	38
1999	28,054	32,655	0
Operating loss
2001	$(10,402)	$(8,666)	$(12,750)
2000	(1,508)	(4,537)	(4,747)
1999	(13,415)	(2,689)	0
Identifiable assets
2001	$14,567	$19,332	$ 0
2000	35,721	28,957	1,150
1999	24,535	33,846	0
Depreciation and amortization
2001	$1,935	$1,892	$905
2000	1,765	2,567	150
1999	2,481	3,075	0

Geographic Areas

(In thousands)

	United States*	Europe	Other
Net sales
2001	$22,445	$21,864	$1,873
2000	34,484	19,364	2,424
1999	33,955	24,110	2,644
Operating loss
2001	$(20,220)	$(10,634)	$(125)
2000	(3,723)	(6,379)	(690)
1999	(12,206)	(3,439)	(459)
Identifiable assets
2001	$14,567	$19,332	$ 0
2000	38,070	27,703	55
1999	26,231	32,090	60

*Operating loss includes non-recurring charges in 2001 and 1999 of $12,468 and $6,681, respectively.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information called for herein will be presented under the captions ELECTION OF THE BOARD OF DIRECTORS (PROPOSAL 1) and SECTION 16(a) REPORTING COMPLIANCE, in our definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Exchange Act by April 30, 2002, in connection with the 2002 annual meeting of stockholders of Chyron ("Proxy Statement"), and is incorporated herein by reference in response to this item.

ITEM 11. EXECUTIVE COMPENSATION

The information called for herein will be presented under the captions EXECUTIVE COMPENSATION AND OTHER INFORMATION, STOCK PERFORMANCE CHART, COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION and COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION in our Proxy Statement, and is incorporated herein by reference in response to this item.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The information called for herein will be presented under the captions PRINCIPAL SHAREHOLDERS - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS and SECURITY OWNERSHIP OF MANAGEMENT in our Proxy Statement, and is incorporated herein by reference in response to this item.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information called for herein will be presented under the caption CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS in our Proxy Statement, and is incorporated herein by reference in response to this item.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND

REPORTS ON FORM 8-K

(a) (1) Financial Statements

See index to Consolidated Financial Statements on page 40.

(2) Financial Statement Schedule

The following Consolidated Financial Statement schedule of Chyron Corporation and subsidiaries is included in Item 14(d) found on page 73:

Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2001, 2000 and 1999.

All other schedules called for under Regulation S-X are not submitted because they are not applicable or not required or because the required information is not material or is included in the Consolidated Financial Statements or notes thereto.

(3) Financial Statement Exhibits

See list of exhibits to the Financial Statements in Section (c) below:

(b) Reports on Form 8-K

The Company did not file any reports on Form 8-K during the last quarter of the year ended December 31, 2001.

	Note
(c) Exhibits
3. Articles of Incorporation and By-Laws.
(a) Restated Certificate of Incorporation of Chyron Corporation	(1)
(b) Amended and Restated By-Laws of Chyron Corporation,
adopted October 28, 1998	(4)
(c) Amendment of Certificate of Incorporation of Chyron Corporation,
adopted January 24, 1997	(3)
4. Instruments defining rights of security holders, including debentures
(a) Registration Rights Agreement dated July 25, 1995 by and between
Chyron Corporation and CC Acquisition Company A, L.L.C., CC
Acquisition Company B, L.L.C., WPG Corporate Development Associates,
IV, L.P., WPG Corporate Development Associates IV (Overseas), L.P.,
WPG Enterprise Fund II, L.P., Weiss, Peck & Greer Venture Associates, III,
L.P., Westpool Investment Trust PLC, Lion Investment Limited, Charles
Diker, Mint House Nominees Limited, Pine Street Ventures, L.L.C., Isaac
Hersly, Alan I. Annex, Ilan Kaufthal, Z Four Partners L.L.C. and A.J.L.
Beare	(2)
(b) Form of 8% Subordinated Convertible Debenture Due
December 31, 2003	(4)
(c) Form of Subscription Agreement and Investment Representation for the
purchase of the 8% Subordinated Convertible Debenture Due
December 31, 2003	(4)
(d) Form of 8% Series B Subordinated Convertible Debenture Due
December 31, 2003	(5)
(e) Form of Subscription Agreement and Investment Representation for the
purchase of the 8% Series B Subordinated Convertible Debenture Due
December 31, 2003	(5)
(f) Form of 12% Senior Subordinated Convertible Note Due
December 31, 2003	(6)
(g) Form of Subscription, Subordination and Registration Rights Agreement
for the purchase of the 12% Senior Subordinated Convertible Notes Due
December 31, 2003	(6)
(h) Form of Series A 12% Subordinated Convertible Debenture Due
December 31, 2004	(6)
(i) Form of Series B 12% Subordinated Convertible Debenture Due
December 31, 2004	(6)
(j) Form of Amendment to the 8% Subordinated Convertible Debentures
Due December 31, 2003 and the Series B 8% Subordinated Convertible
Debentures Due December 31, 2003	(6)
(k) Form of Common Stock Purchase Warrant, Issued on
December 17, 2001	(6)
(l) Notice of Amendment of each of the 12% Senior Subordinated
Convertible Notes Due December 31, 2003, Series A 12% Subordinated
Convertible Debentures Due December 31, 2004 and Series B 12%
Subordinated Convertible Debentures Due December 31, 2004, Dated
March 11, 2002	(6)

10. Material Contracts.
(a) Loan Agreement between Pro-Bel Limited and Barclays Bank, PLC
dated December 19, 1996 effective January 1997	(3)
(b) Overdraft Facility Letter Agreement among Chyron UK Holdings Limited,
Pro-Bel Limited and Barclays Bank, PLC Dated January 16, 2002	(6)
(c) Indemnification Agreement between Chyron Corporation and
Charles M. Diker dated November 19, 1996	(3)
(d) Indemnification Agreement between Chyron Corporation and
Donald P. Greenberg dated November 19, 1996	(3)
(e) Indemnification Agreement between Chyron Corporation and
Roger Henderson dated November 19, 1996	(3)
(f) Indemnification Agreement between Chyron Corporation and
Alan J. Hirschfield dated November 19, 1996	(3)
(g) Indemnification Agreement between Chyron Corporation and
Wesley W. Lang, Jr. dated November 19, 1996	(3)
(h) Indemnification Agreement between Chyron Corporation and
Eugene M. Weber dated November 19, 1996	(3)
(i) Indemnification Agreement between Chyron Corporation and
Michael Wellesley-Wesley dated November 19, 1996	(3)
(j) Loan Agreement between Chyron Corporation and AmSouth Bank
dated March 29, 1999	(5)
(k) Amendment No. 6 to Loan Agreement between Chyron Corporation
and AmSouth Bank Dated December 26, 2001	(6)
(l) Employment Agreement between Chyron Corporation and
Roger Henderson dated July 21, 1999	(5)
(m) Amendment to Employment Agreement between Chyron Corporation
and Roger Henderson dated January 10, 2001	(6)
(n) Letter Amendment to Employment Agreement between Chyron
Corporation and Roger Henderson dated April 5, 2001	(6)
(o) Employment Agreement between Chyron Corporation and
James Paul dated October 1, 1997	(6)
(p) Amendment to Employment Agreement between Chyron Corporation
and James Paul dated January 10, 2001	(6)
(q) Letter Amendment to Employment Agreement between Chyron
Corporation and James Paul dated November 2, 2001 effective
April 1, 2001	(6)
23. Consents and experts of counsel.
(a) Consent of PricewaterhouseCoopers LLP dated April 1, 2002	(6)

(1) Incorporated herein in its entirety by reference to the Annual Report for the fiscal year ended June 30, 1991 on Form 10-K dated January 31, 1992.

(2) Incorporated herein in its entirety by reference to the Annual Report for the fiscal year ended December 31, 1995 on Form 10-K dated March 14, 1996.

(3) Incorporated herein in its entirety by reference to the Annual Report for the fiscal year ended December 31, 1996 on Form 10-K dated March 20, 1997.

(4) Incorporated herein in its entirety by reference to the Annual Report for the fiscal year ended December 31, 1998 on Form 10-K dated March 30, 1999.

(5) Incorporated herein in its entirety by reference to the Annual Report for the fiscal year ended December 31, 1999 on Form 10-K dated March 9, 2000.

(6) Incorporated herein in this Annual Report for the fiscal year ended December 31, 2001 on Form 10-K dated April 1, 2002.

d) Financial Statement Schedules

Schedule II

CHYRON CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

Column A	Column B	Column C	Column D	Column E
	Balance at	Charged to		Balance at
	Beginning	Costs and		End of
Description	of Period	Expenses	Deductions	Period
Reserves and allowances deducted from
asset accounts:
YEAR ENDED DECEMBER 31, 2001
Allowance for doubtful accounts	$ 2,274	$ 200	$ 551	$ 1,923
Inventory reserves	12,332	2,868	632	14,568
Deferred tax valuation allowance	21,932	10,755	0	32,687
YEAR ENDED DECEMBER 31, 2000
Allowance for doubtful accounts	$ 3,324	$ 945	$1,995	$ 2,274
Inventory reserves	13,460	937	2,065	12,332
Deferred tax valuation allowance	18,272	3,660	0	21,932
YEAR ENDED DECEMBER 31, 1999
Allowance for doubtful accounts	$ 3,881	$ 400	$ 957	$ 3,324
Inventory reserves	10,066	4,177	783	13,460
Deferred tax valuation allowance	0	18,272	0	18,272

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHYRON CORPORATION

/s/ Roger Henderson

Roger Henderson

President and

Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below on April 1, 2002, by the following persons on behalf of the registrant and in the capacities on the date indicated.

/s/ Wesley Lang	Chairman of the Board of Directors
Wesley Lang
/s/ Gerard Barrasso	Corporate Controller
Gerard Barrasso
/s/ Charles Diker	Director
Charles Diker
/s/ Donald Greenberg	Director
Donald Greenberg
/s/ Roger Henderson	President, CEO and Director
Roger Henderson
/s/ Alan Hirschfield	Director
Alan Hirschfield
/s/ Christopher Kelly	Director
Christopher Kelly
/s/ G. R. Sam Seraphim	Interim Chief Financial Officer
G. R. Sam Seraphim
/s/ Eugene Weber	Director
Eugene Weber
/s/ Michael Wellesley-Wesley	Director
Michael Wellesley-Wesley

EX-4.F

FORM OF

12% SENIOR SUBORDINATED CONVERTIBLE NOTE

DUE DECEMBER 31, 2003

CHYRON CORPORATION

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.

$___________	Melville, New York
No.	______, 2001

FOR VALUE RECEIVED, the undersigned, CHYRON CORPORATION, a New York corporation (the "Company"), hereby promises to pay to ________________________ or its permitted assigns (the "Holder") the principal sum of _____________________ Dollars ($____________), together with interest thereon at the rate provided herein, and payable on the terms set forth below. This 12% Senior Subordinated Convertible Note due December 31, 2003 (the "Senior Note") is part of a series of senior notes issued by the Company that aggregate a total of $ ________ (the "Senior Notes").

SECTION 1. INTEREST; PAYMENT OF INTEREST AND PRINCIPAL; SUBORDINATION.

1.1 Interest. This Senior Note shall bear interest on the outstanding principal amount from the date hereof (the "Issue Date"), until this Senior Note is converted or paid in full, at an annual rate of 12%, compounded annually (computed on the basis of a 365-day year). Interest on this Senior Note shall be payable annually on the first day of each January commencing on January 1, 2002, or pro rata upon conversion or at maturity of this Senior Note, whichever occurs first. At the Company's sole option, all interest payable hereunder, either in whole or in part, may be satisfied by (i) increasing the amount of principal owed hereunder to include the interest that is payable, or (ii) by payment in cash.

1.2 Principal. The principal on this Senior Note shall be paid upon maturity of this Senior Note, unless it has been converted in accordance with its terms prior thereto.

1.3 Maturity. All principal and unpaid interest on this Senior Note shall be due on December 31, 2003.

1.4 Manner of Payment. All payments of principal and interest shall be made in lawful currency 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 and Seniority of the Senior Notes.

(a) The Senior Notes are in all respects subordinated to the Senior Indebtedness (as defined below). 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 shall first be entitled to receive payment in full in cash or cash equivalents 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 cash or cash equivalents 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 Senior Note, the term "Senior Indebtedness" means all amounts whatsoever, including, but not limited to, the principal, premium, if any, and interest thereon, whether outstanding on the Issue Date or thereafter created or incurred, owed to AmSouth Bank, Barclays Bank or any other banking or leasing institution, and any subsequent indebtedness incurred in addition to, or in substitution or replacement thereof.

(c) 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.

(d) 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 cash or cash equivalents, 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 cash or cash equivalents, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

(e) 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 holders of the Senior Indebtedness; 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.

(f) 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 Senior Note. In the event of and during the continuance of any such default, no payment of the principal of or interest on the Senior Note 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 Senior Note (i) unless and until the holders of Senior Indebtedness shall have received payment in full of all principal and interest and other amounts due on such Senior Ind ebtedness, 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.

(g) 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 Senior Notes shall be senior to the 8% subordinated convertible debentures issued by the Company and any other securities of the Company outstanding as of the Issue Date with respect to any distribution of assets of the Company in connection with any dissolution, winding-up or liquidation of the Company.

1.7 Ratable Payments. The Company shall make payments under the Senior Notes equally and ratably to all Holders. The Holders agree among themselves that if any Holder (a "Greater Receiving Holder") shall have received payment on the Senior Notes held by such Holder in a greater proportion than payments being concurrently received on the Senior Notes held by any other Holder, then the Greater Receiving Holder shall promptly pay to each other Holder such amounts as shall be necessary to compensate for such disproportionate payment.

SECTION 2. EVENTS OF DEFAULT

2.1 Nature of Events. An "Event of Default" shall exist if any of the following occurs and is continuing:

(a) Failure to pay interest on this Senior Note on or before the date such payment is due and such failure to pay remains uncured for a period of fifteen (15) days after notice thereof (whether or not such payment is prohibited by Section 1.5);

(b) Failure to pay principal on this Senior Note on or before the date such payment is due and such failure to pay remains uncured for a period of fifteen (15) days after notice thereof (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 Senior Note which remains uncured for the period and after the notice specified below and the holders of more than 50% in principal amount of the Senior Notes then outstanding notify the Company of the default and the Company does not cure the default within 45 days after receipt of the notice, which notice must specify the default, demand that it be remedied and state that the notice is a "Notice of Default;"

(d) A custodian, receiver, liquidator or trustee of the Company, or of any of its property, is appointed or takes possession and such appointment or possession remains in effect for more than 60 days; or the Company is adjudicated bankrupt or insolvent; or an order for relief is entered under the Federal Bankruptcy Code against the Company; or any of the property of the Company is sequestered by court order and the order remains in effect for more than 60 days; or an involuntary petition is filed against the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within 60 days after filing;

(e) The Company files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under any such law; or

(f) The Company makes an assignment for the benefit of its creditors, or generally fails to pay its obligations as they become due, or consents to the appointment of or taking possession by a custodian, receiver, liquidator or trustee of the Company or all or any substantial part of its property.

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 Senior Notes, by notice to the Company from the holders of more than fifty percent (50%) of the principal amount of the Senior Notes then outstanding, may declare the principal of the Senior Notes, 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. Such declaration of acceleration may be rescinded and past defaults may be waived by the decision of the Holders of more than fifty percent (50%) of the principal amount of the Senior Notes then outstanding. 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 Senior Notes.

(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 Senior Note or in otherwise enforcing any of its rights.

SECTION 3. CONVERSION AT THE OPTION OF HOLDER

3.1 Conversion Privilege. Subject to and upon compliance with the provisions of this Section 3, at the option of the Holder, this Senior Note or any portion of the principal amount or interest 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).

3.2 Manner of Exercise of Conversion Privilege. To exercise the conversion privilege, the Holder shall surrender this Senior Note, together with a written conversion notice, in the form attached hereto, to the Company at its principal office. This Senior Note or portion thereof shall be deemed to have been converted immediately prior to the close of business on the date of receipt of such Senior Note 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 Senior Note 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 numb er of shares of its Common Stock due on such conversion. Interest shall accrue on the unpaid principal amount of this Senior Note converted through the date of conversion, and the Company shall pay such interest at the time of conversion, at its sole option, in cash or in shares of Common Stock by issuing and delivering, at the expense of the Company, to the Holder, or to the nominee or nominees of such Holder, a certificate or certificates representing the number of shares of Common Stock equal to such interest through the date of conversion; provided, however, that in the case of a conversion of only a portion of the outstanding principal amount of this Senior Note, the Company shall execute and deliver to the Holder (or its nominee or nominees), at the expense of the Company, a replacement Senior Note in a principal amount equal to and in exchange for the unconverted portion of such Senior Note and dated and bearing interest from the date to which interest has been paid on such Senior Note or dated the date of such Senior Note 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 Senior Note. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of this Senior Note, 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 Senior Note.

3.4 Conversion Price. The conversion price (as adjusted pursuant to (a) and (b) below, the "Conversion Price") at which Common Stock shall be issuable upon the conversion of this Senior Note shall be $0.35 for each share of Common Stock; provided, however, that the Conversion Price and the conversion terms shall be subject to adjustment as follows:

(a) In the event the Company should at any time or from time to time after the Issue Date, fix a record date for the effectuation of a forward split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents"), without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of this Senior Note 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 Senior Note shall be decreased in equal proportion to such decrease in outstanding shares of Common Stock.

3.5 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 all of 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 Senior Note against impairment.

3.6 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 Senior Note.

3.7 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 give notice to the Holder, at least twenty (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.

3.6 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 Senior Notes and interest thereon 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 Senior Notes; 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 Senior Notes, 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 s hall be sufficient for such purposes.

SECTION 4. MISCELLANEOUS

4.1 Successors and Assigns. The terms and conditions of this Senior Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Senior Note, 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 Senior Note, except as expressly provided in this Senior Note. This Senior Note may not be assigned by the Holder hereof without the written consent of the Company.

4.2 Governing Law. This Senior Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof.

4.3 Headings. The titles and subtitles used in this Senior Note are used for convenience only and are not to be considered in construing or interpreting this Senior Note.

4.4 Notices. All notices, authorizations, demands or requests required or permitted to be delivered to any party in connection with this Senior Note 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 overnight delivery 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: (631) 845-5210

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

Akin, Gump, Strauss, Hauer & Feld L.L.P.

590 Madison Avenue

New York, New York 10022

Attn: Robert S. Matlin, Esq.

Fax: 212-872-1002

If to the Holder, to the address shown in the register maintained by the Company for such purpose or to such other address as the party to whom the notice is to be given may have furnished to the other party hereto in writing in accordance with the provisions of this Section 4.4. 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 (provided, however, that if the receipt of the facsimile transmission occurs after 5 p.m. recipient's time, the notice shall be effective the next succeeding business day), (iii) in the case of overnight delivery by 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 (3) 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.

4.5 Amendments and Waivers. Any term of this Senior Note may be amended or supplemented and the observance of any term of this Senior Note 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 Senior Notes then outstanding. The Senior Notes, amended as described in this Section, shall bind all Holders of the Senior Notes.

4.6 Severability. If one or more provisions of this Senior Note are held to be unenforceable under applicable law, such provision shall be excluded from this Senior Note and the balance of this Senior Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.

4.7 Replacement of Senior Note. If the Holder loses this Senior Note, the Company shall issue an identical replacement Senior Note 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 Senior Note.

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

IN WITNESS WHEREOF, CHYRON CORPORATION has caused this Senior Note to be dated, executed and issued on its behalf by its officer or officers thereto duly authorized.

CHYRON CORPORATION

By:

Name: Roger Henderson

Title: President and Chief Executive Officer

FORM OF

NOTICE OF CONVERSION OF

12% SENIOR SUBORDINATED CONVERTIBLE NOTE

OF CHYRON CORPORATION

Chyron Corporation

5 Hub Drive

Melville, New York 11747

Attention: President

Dear Sir:

I am the Holder of Chyron Corporation 12% Senior Subordinated Convertible Note due December 31, 2003 number ____ (the "Senior Note"). As of the date hereof, $___________ aggregate principal amount of the Senior Note remains unconverted.

I hereby give notice to Chyron Corporation (the "Company") of my desire and intent to convert $____________ aggregate principal amount of the Senior Note into common stock, par value $.01 per share, of the Company in accordance with the provisions of Section 3 of the Senior Note.

Very truly yours,

Name:

Date:

EX-4.G

SUBSCRIPTION, SUBORDINATION AND REGISTRATION RIGHTS AGREEMENT

Chyron Corporation
5 Hub Drive
Melville, NY 11747
Attn: Chief Executive Officer

Gentlemen:

The undersigned (the "Purchaser" or "Holder") hereby tenders this subscription for the purchase of $ ____________ (the "Purchase Amount") of 12% Senior Subordinated Convertible Notes due December 31, 2003 (the "Senior Notes") of Chyron Corporation, a New York corporation (the "Company"). Purchaser shall have the right at any time to convert the Senior Notes into shares of Common Stock of the Company at a conversion price equal to $0.35. The Closing Date refers to the date in which the Company closes on an aggregate of United States dollars two million (US$2,000,000) of Senior Notes. The Company, at its option, can accept up to $3,000,000 in this offering. A form of Senior Note is incorporated as Appendix IV to the Term Sheet dated 11^th October, 2001 (as amended, the "Term Sheet"). A check or other form of payment payable to "Akin, Gump, Strauss, Hauer & Feld, L.L.P., as Escrow Agent" for the Purchase Amount is also delivered herewith pursuant to the terms and conditions of this Subscription, Subordination and Registration Rights Agreement (the "Agreement"). By execution hereof, the Purchaser acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws.

1. Representations of Purchaser. The Purchaser acknowledges, represents and warrants to the Company as follows:

1.1 That Purchaser alone or with the assistance of its own financial, tax, accounting or legal advisors ("Purchaser Representative"), has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of an investment in the Senior Notes, has the capacity to protect Purchaser's own interests in connection with an investment in the Senior Notes and has the net worth to undertake such risks. If Purchaser has employed a Purchaser Representative in connection with the evaluation of a purchase of the Senior Notes, Purchaser has set forth below the name, address, and occupation of the Purchaser Representative. The decision of Purchaser to purchase the Senior Notes hereunder has been made by such Purchaser independently of any other person and independently of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other person.

1.2 That Purchaser has received and had the opportunity to review the Term Sheet, and has been given full and complete access to information regarding the Company and has utilized such access to Purchaser's satisfaction for the purpose of obtaining such information regarding the Company, as Purchaser has reasonably requested and, particularly, Purchaser has been given reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Senior Notes and to obtain any additional information, to the extent reasonably available.

1.3 That Purchaser recognizes that an investment in the Company involves a high degree of risk, including, but not limited to, those risks described in the Term Sheet in the Section entitled "Risk Factors."

1.4 That Purchaser realizes that (A) the purchase of the Senior Notes is a long-term investment (B) the purchaser of the Senior Notes must bear the economic risk of investment for an indefinite period of time because the Senior Notes and the shares of Common Stock issuable upon conversion of the Senior Notes (the "Common Stock") have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any other jurisdiction and, therefore, the Senior Notes cannot be resold unless they are subsequently registered under said laws or exemptions from the registration requirements of such laws are available and Purchaser can and will bear the economic risks of Purchaser's investment in the Senior Notes and acknowledges that Purchaser is able to hold the Senior Notes indefinitely and is able to sustain a complete loss if the Senior Notes become worthless, and (C) that the transferability of the Senior Notes is restricted and th at a legend will be placed on any certificate representing the Senior Notes substantially to the following effect:

The Senior Notes and the underlying Common Stock represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Senior Notes and the underlying Common Stock have been acquired for investment and may not be offered, sold, transferred, assigned or otherwise disposed of in the absence of a current and effective registration statement under the Securities Act with respect to such Senior Notes and the underlying Common Stock, or an opinion of counsel, reasonably acceptable to the Company, to the effect that registration is not required under the Securities Act.

1.5 There have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Senior Notes.

1.6 Purchaser has no contract, undertaking, agreement or arrangement with any shareholder of the Company to sell, transfer or pledge the Senior Notes (or any part thereof) which such Purchaser has purchased hereunder. The Purchaser has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement.

1.7 Purchaser acknowledges that the Senior Notes being sold must be held indefinitely unless they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration under applicable federal and state securities laws.

1.8 Purchaser is a bona fide resident of, is domiciled in and received the offer and made the decision to invest in the Senior Notes in the jurisdiction set forth on the signature page hereof, and the Senior Notes are being purchased by Purchaser in Purchaser's name solely for Purchaser's own beneficial interest and not as nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust, organization or entity.

1.9 Purchaser, if a citizen of the United Kingdom, acknowledges that the Senior Notes will not be offered or sold to persons in the United Kingdom by means of any document other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Shares Regulations 1995, as amended by the Public Offers of Shares (Amendment) Regulations 1999.

1.10 Purchaser comes within at least one category marked below and has marked the appropriate category, and Purchaser has truthfully set forth the factual basis or reason the undersigned comes within that category. All information in response to this paragraph will be kept strictly confidential, except to the extent that the Company is obligated to disclose such information under applicable law. Purchaser agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below.

1.11 Purchaser understands that the name and address of such Purchaser as provided to Nash Fitzwilliams Ltd ("NFL") will need to be disclosed by NFL to the Company and will subsequently be held and processed by the Company in accordance with this Paragraph 1.11. To the extent such Purchaser is a resident of the European Community, each Purchaser hereby consents to such disclosure and processing in accordance with the Data Protection Act of 1998 of the United Kingdom of England and Wales: (A) in connection with (i) its purchase of Senior Notes; (ii) the issuance of a certificate representing the Senior Notes in the name of such Purchaser and (iii) the Company's obligation to deliver to such Purchaser any notices and other communications that may be required by the terms of this Agreement or otherwise; (B) as may be required by law or other regulatory body.

Category I: ____	Purchaser is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with Purchaser's spouse, presently exceeds $1,000,000.
	In calculating the net worth, the undersigned may include equity in personal property and real estate, including Purchaser's principal residence, cash, short-term investments, stocks and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property.
Category II: ____	Purchaser is an individual (not a partnership, corporation, etc.) who had an individual income in excess of $200,000 in 1999 and 2000, or a joint income with Purchaser's spouse in excess of $300,000 in 1999 and 2000, and has a reasonable expectation of reaching the same income level in 2001.
Category III: ____	Purchaser is a bank as defined in Section 3(a)(2) of the Securities Act or any 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 (the "Exchange Act"); 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; Small Business Investment Company licensed by the U.S. 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 wit hin the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by the plan fiduciary, as defined in Section 3(21) of such 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.
	(describe entity)
Category IV: ____	Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
	(describe entity)
Category V: ____	Purchaser is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Senior Notes, with total assets in excess of $5,000,000.
	(describe entity)
Category VI: ____	Purchaser is a director or executive officer of the Company.
Category VII: ____	Purchaser is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Senior Notes offered, whose purchase is directed by a "sophisticated person" as described in Section 230.506(b)(2)(ii) of the Securities Act.
Category VIII: ____	Purchaser is an entity in which all of the equity owners are accredited investors as defined in Section 230.501(a) of the Securities Act.

1.12 Purchaser, if other than an individual, makes the following additional representations:

(a) Purchaser was not organized for the specific purpose of acquiring the Senior Notes; and

(b) This Agreement has been duly authorized by all necessary action on the part of Purchaser, has been duly executed by an authorized representative of Purchaser, and is the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

2. Representations of Company

2.1 The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York. The Company has all requisite corporate power and authority to carry on its business as now conducted and to enter into this Agreement.

2.2 This Agreement has been duly authorized by all necessary action on the part of the Company, has been duly executed by an authorized representative of the Company, and is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

2.3 The Company has performed in all material respects all obligations required to be performed by it under all material contracts, agreements or commitments and is not in breach of or default under any of such contracts, agreements or commitments, except any such breach or default which would not be reasonably expected to result in a material adverse effect on the Company, its business, condition (financial or otherwise), business affairs or business prospects.

2.4 The Company has not commenced a voluntary case or proceeding under any bankruptcy law or consented to the entry of a judgment, decree or order for relief against it in an involuntary case or proceeding under any bankruptcy law and has no present intention of doing so.

2.5 The Common Stock issuable upon conversion of the Senior Notes has been duly authorized and reserved for issuance on conversion of the Senior Notes and, when issued on proper conversion, will be duly authorized and validly issued, fully paid and nonassessable, and the issuance of such shares will not be subject to any pre-emptive or similar right and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable securities laws.

3. Registration Rights

3.1 Registration Statement. The Company represents and warrants that it will file a registration statement with the United States Securities and Exchange Commission (the "SEC"), relating to the Common Stock to be issued upon conversion of the Senior Notes (all such shares of Common Stock, the "Registrable Securities"), no later than April 15, 2002. In addition, the Company further represents and warrants that it will:

(a) use its best efforts to prepare and file with the SEC a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and to have such registration statement declared effective by the SEC in a timely manner; provided, however, that the Company shall notify each Holder of Registrable Securities and the managing underwriter, if any, of any stop order issued or threatened by the SEC and take all action required to prevent the entry of such stop order or its removal, if entered;

(b) maintain the effectiveness of the registration statement until the lesser of (x) a period of at least two years from the initial effective date and (y) when all Registrable Securities have been sold thereunder;

(c) Amendments and Supplements: Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to keep such Registration Statement effective for the lesser of (x) two years and (y) such shorter period which will terminate when all Registrable Securities covered by such registration statement have been sold, and to comply with the provisions of the Securities Act or the requirements of the SEC with respect to the disposition of all securities covered by such registration statement in accordance with the intended methods of disposition by the Holders thereof as set forth in such registration statement;

(d) Prospectuses: Furnish to the Holder and managing underwriter, if any, at least one copy of the registration statement and any post-effective amendment thereto, including financial statements and schedules, and thereafter such number of copies of such Registration Statement, each supplement and amendment thereto, and a prospectus, including a preliminary prospectus in conformity with the requirements of the Securities Act, and such other documents as the Holder and managing underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Holder that are included in such registration;

(e) Blue Sky: Use its best efforts to register and qualify such Registrable Securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holder or until all of such Registrable Securities are sold, whichever is shortest, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(f) Notification: Notify each Holder of Registrable Securities and the managing underwriters, if any (A) when the prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to the registration statement or any post-effective amendment, when the same has become effective, (B) of any request by the SEC for amendments or supplements to the registration statement or the prospectus for additional information, (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (D) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fac t or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and the Company shall promptly prepare a supplement or amendment to such prospectus and furnish to each Holder of Registrable Securities a reasonable number of copies of such supplement to or an amendment of such prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(g) Opinion and Comfort Letter: Furnish, at the Holder's request, on the date the registration statement with respect to such Registrable Securities becomes effective or on the date such securities are delivered to the underwriters, if any, for sale pursuant to such registration:

(A) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders whose shares of Common Stock are being registered, addressed to the underwriters, if any, and to the Holders covering such legal matters with respect to the registration in respect of which such legal opinion is being given; and

(B) a "comfort" letter dated as of such date and updates thereof, from the independent certified public accountants of the Company (and if necessary, from the independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the registration statement), in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders whose shares of Common Stock are being registered, addressed to the underwriters, if any, and to the Holders whose shares of Common Stock are being registered covering such matters of the type customarily covered by such "comfort" letters.

3.2 Expenses. The Company shall pay all expenses arising from or incident to its performance of, or compliance with, this Agreement, including, without limitation, (i) SEC, stock exchange and NASD registration and filing fees, (ii) all fees and expenses incurred in complying with securities or "blue sky" laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with "blue sky" qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) fees and disbursements of underwriters (excluding underwriting discounts or commissions) and (v) the fees, charges and disbursements of counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including, without limitation, any expenses arising from any "comfort" letters or any special audits incident t o or required by any registration or qualification) and any legal fees, charges and expenses incurred by the Company and any other fees and expenses of other persons retained by the Company. The Holders shall be responsible for the fees and expenses of their counsel, if any. All of the expenses described in the preceding sentence of this Section 3.2 are referred to herein as "Registration Expenses." The Holders of Registrable Securities sold pursuant to a Registration Statement shall bear the expense of any broker's commission or underwriter's discount or commission relating to registration and sale of such Holders' Registrable Securities and, subject to clause (v) above, shall bear the fees and expenses of their own counsel.

To the extent that any Registration Expenses are incurred, assumed or paid by any underwriter, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a written request therefor, which shall specify in reasonable detail the nature and amount of the Registration Expenses.

The Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit, rating agency fees, the fees and expenses incurred in connection with the listing of the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed and the fees and expenses of any person, including special experts, retained by the Company.

3.3 Hold Back. The Company agrees not to effect any sale or distribution of its Common Stock or any security of the Company convertible, exchangeable or exercisable into Common Stock of the Company within such period (which shall not in any event start more than 20 days prior to or end more than 120 days after the effective date of the applicable registration statement) as may be reasonably requested by the lead or managing underwriters, except for (i) the granting of options under existing option plans, (ii) the exercise of options under existing option plans, (iii) issuances under existing convertible securities, or (iv) in connection with any acquisitions or barter transactions. The Company shall use its best efforts to cause entities who are "reporting persons" within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, of the Company not to sell, transfer or otherwise dispose of the Company's Common Stock prior to thirty (30) days followi ng the effective date of the registration statement.

3.4 Miscellaneous. The Company represents and warrants that it will:

(a) if reasonably requested by a Holder of Registrable Securities or the managing underwriter, it any, immediately incorporate in a prospectus supplement or post-effective amendment such information as such Holder and the managing underwriter, if any, agree should be included therein relating to the sale of the Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and any other terms of the underwritten (or best efforts underwritten) offering the Registrable Securities to be sold in such offering, including the plan of distribution therefor; and make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(b) use its reasonable best efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with or approved by such other governmental agencies or authorities of or within the United States of America as may be necessary to enable each Holder of Registrable Securities, or the managing underwriters, if any, to consummate the disposition of such Registrable Securities;

(c) enter into and perform customary agreements (including an underwriting agreement in customary form, scope and substance as is customary in underwritten offerings) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including causing its officers to participate in "road shows" and other informational meetings organized by the underwriter and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration: (A) make such representations and warranties to each holder of Registrable Securities, and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings; (B) if an underwriting agreement is entered into, the same shall set forth in full customary indemnification and contribution provisions and procedures no less favorable to th e Holders than those set forth in Section 3.5 hereof; and (C) the Company shall deliver such documents and certificates as may be reasonably requested by each Holder of Registrable Securities, and the managing underwriters, if any, to evidence the continued validity of the representations and warranties made pursuant hereto and to evidence compliance with any conditions contained in the underwriting agreement or other agreement entered into by the Company;

(d) make available at reasonable times for inspection by any Holder of Registrable Securities, any managing underwriter participating in any disposition of such Registrable Securities pursuant to a Registration Statement, and any attorney, accountant or other agent retained by any such holder or any managing underwriter (each, an "Inspector" and collectively, the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's and its subsidiaries' officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector and with opportunities to discuss the business of the Company and its subsidiaries with such officers, directors, employees and accountants in connection with such registratio n statement (records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors in writing are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company's judgement, to avoid or correct a misstatement or omission in the registration statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public);

(e) comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the Registration Statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 2(a) of the Securities Act and Rule 158 thereunder;

(f) cause all such Registrable Securities covered by the registration statement to be listed on each securities exchange on which the Registrable Securities primarily trade prior to the effective date of the Registration Statement; and

(g) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

The Holders shall cooperate with the Company in providing, in writing, the information necessary to effect the registration of their Registrable Securities.

3.5 Indemnification. Upon the inclusion of any Registrable Securities in a registration statement filed pursuant to Section 3 above:

(a) By the Company To the extent permitted by law, the Company will indemnify and hold harmless the Holder, the partners, officers and directors of such Holder, any underwriter (as determined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"):

(A) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, to the extent such statement was not incorporated in such registration statement at the request of the indemnified party;

(B) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or

(C) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such registration statement;

and the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 3.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person of such Holder.

(b) By Holder To the extent permitted by law, the Holder, if selling Registrable Securities pursuant to such registration statement, will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors or officers or any person who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities joint or several to which the Company or any such director, officer, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or lia bilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and such Holder will reimburse any legal or other expenses reasonably incurred, as incurred, by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however that the indemnity agreement contained in this Section 3.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that the t otal amounts payable in indemnity by a Holder under this Section 3.5(b) in respect of any Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.

(c) Each party indemnified under paragraph (a) or (b) above shall, promptly after receipt of notice of a claim or action against such indemnified party in respect of which indemnity may be sought hereunder, notify the indemnifying party in writing of the claim or action; provided that the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have to an indemnified party on account of the indemnity agreement contained in paragraph (a) or (b) above except to the extent that the indemnifying party was actually prejudiced by such failure, and in no event shall such failure relieve the indemnifying party from any other liability that it may have to such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall have notified the indemnifying party thereof, unless based on the written advice of counsel to such indemnified party that a conflict of interest betw een such indemnified party and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in or to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 3.5 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. Any indemnifying party against whom indemnity may be sought under this Section 3.5 shall not be liable to indemnify an indemnified party if such indemnified party settles such claim or action without the consent of the indemnifying party. The indemnifying party may not agree to any settlement of any such claim or action, other than solely for monetary damages for which the indemnifying party shall be responsible hereunder an d in connection with which the indemnified party receives a complete and unconditional release without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof.

(d) If the indemnification provided for in this Section 3.5 shall for any reason be unavailable to an indemnified party in respect of any loss, liability, cost, claim or damage referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, cost, claim or damage in such proportion as is appropriate to reflect the relative faults of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and the Holders on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or a Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the loss, cost, claim, damage or liability, or action in respect thereof, referred to above in this paragraph (d) shall be deemed to include, for purposes of this paragraph (d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 3.5 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this paragraph. Notwithstanding any other provision of this Section 3.5, no Holder shall be required to contribute any amoun t in excess of the amount by which the total price at which the Registrable Securities of such Holder were offered to the public exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

4. Business Information. The Company shall deliver to you:

4.1 Quarterly Statements: within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(a) a consolidated balance sheet of the Company and its subsidiaries as at the end of such quarter, and

(b) consolidated statements of income, changes in shareholders, equity and cash flows of the Company and its subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a senior financial officer as fairly presenting, in all material respects, the financial position of the Company and its subsidiaries being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's quarterly report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Subsection; and

4.2 Annual Statements: within 120 days after the end of each fiscal year of the Company, duplicate copies of,

(a) a consolidated balance sheet of the Company and its subsidiaries, as at the end of such year, and

(b) consolidated statements of income, changes in shareholders, equity and cash flows of the Company and its subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the Securities and Exc hange Commission, shall be deemed to satisfy the requirements of this Subsection.

5. Escrow

5.1 Deposit and Release of Purchase Price.

(a) Receipt of Total Purchase Price. On the terms and subject to the conditions of this Agreement, Akin, Gump, Strauss, Hauer & Feld, L.L.P. (the "Escrow Agent") agrees to receive, deposit and hold the funds representing payment for the Purchase Amount ("Payment") in a non interest-bearing account (the "Escrow Account") upon delivery thereof by the Purchaser to the Escrow Agent (upon delivery, such funds are referred to as the "Escrowed Funds"). Each Purchaser shall remit the Payment in the form of checks or wire transfers to the Escrow Agent, which checks and wire transfers shall be accompanied by information identifying the Purchaser and the Purchaser's social security or tax identification number and address. Wire transfers of the Payment to the Escrow Account shall be made in federal funds transferred as follows:

Transfer to:	The Chase Manhattan Private Bank
	1211 Avenue of the Americas, 37th Floor
	New York, NY 10036
Account Name:	Akin, Gump, Strauss, Hauer & Feld, L.L.P.
Account Number:	967-087457
ABA Number:	021000021
Ref:	Chyron Corporation

(b) Release of Escrow Funds. No later than the fifth (5^th) business day following the Closing Date, unless otherwise directed in writing by the Company, the Escrow Agent shall (i) terminate the escrow and (ii) transfer the Escrowed Funds by wire to an account designated by the Company. In the event the Closing has not occurred on or before January 15, 2002 unless otherwise directed in writing by the Company, the Escrow Agent shall promptly (i) terminate the escrow and (ii) distribute the Escrowed Funds by check directly to the Purchasers in accordance with the amounts deposited into escrow by such Purchasers.

5.2 Duties and Responsibilities of Escrow Agent.

(a) Acceptance. The Escrow Agent hereby accepts its appointment and agrees to act as escrow agent solely in accordance with and subject to the terms and conditions of this Agreement.

(b) Limited Duties. Each of the Company and the Purchasers acknowledges and agrees that the Escrow Agent: (i) shall not be responsible for or bound by, and shall not be required to inquire into whether any party to this Agreement or other person is entitled to receive the Escrowed Funds or any portion thereof pursuant to this Agreement, but shall be obligated only for the performance of such duties as are specifically set forth in this Agreement; (ii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by it in good faith to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof; and (iii) may consult counsel satisfactory to it, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel. The Escrow Agent shall not be required to inquire into the propriety of the Escrowed Funds deposited hereunder nor shall the Escrow Agent be required to investigate any other matter or arrangement by and among any of the parties to this Agreement or any other person.

(c) Indemnity. The Company and the Purchasers, jointly and severally, hereby agree to indemnify and hold harmless the Escrow Agent and any of its employees or agents against and in respect of any and all claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including reasonable legal fees and expenses of attorneys chosen by Escrow Agent) as and when incurred arising out of or based upon any act, omission, alleged act, or alleged omission by the Escrow Agent, or its agents, or any other cause, in any case in connection with the acceptance of, or the performance or non-performance by Escrow Agent, or its agents, of any of the Escrow Agent's duties under this Agreement. The Escrow Agent shall not be liable for any mistake of fact or of law or any error of judgment, or for any act or any omission or act of negligence, other than bad faith, gross negligence or willful miscon duct (including fraud), and each of the Company and the Purchasers waives any such claim against Escrow Agent. The Escrow Agent's duty is only to the Company and to no other person whomsoever.

(d) Expenses. The Company agrees to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including reasonable counsel fees) incurred in connection with the performance of its duties and responsibilities under this Agreement.

(e) Resignation. If the Escrow Agent shall be unable to act or shall resign as Escrow Agent hereunder, the successor escrow agent shall be a proper entity chosen by Escrow Agent in its sole discretion (the "Successor"). Escrow Agent may at any time give written notice of its resignation (the "Resignation Notice") to the other parties hereto. Such resignation shall take effect when the Successor accepts in writing its appointment as Successor and receives from Escrow Agent, the Escrowed Funds. If no Successor has been appointed and has accepted the Escrowed Funds within five (5) days after the Resignation Notice is sent, the Company and the Purchasers may petition any court of competent jurisdiction for the appointment of a Successor. Such court may thereupon appoint a Successor after Escrow Agent deposits the Escrowed Funds into such court and after such notice, if any, to the other parties hereto as the court may deem proper and prescribe.

(f) No Interest. The Escrow Agent does not have and will not have any interest in the Escrowed Funds, but is serving only as stakeholder, having only possession thereof.

(g) Exclusive Duties. This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement.

(h) Counsel. The Parties acknowledge that the Escrow Agent is acting as counsel to the Company in connection with the transactions contemplated by this Agreement, and agree that neither this Agreement nor the Escrow Agent's duties or actions as escrow agent hereunder shall prohibit the Escrow Agent from acting or continuing to act as legal counsel for the Company in connection with the transactions contemplated by this Agreement and/or in connection with any dispute which may arise out of this Agreement.

5.3 Dispute Resolution. It is understood and agreed that if any dispute shall arise with respect to the delivery, ownership, right of possession or disposition of the Escrowed Funds, or any portion thereof, or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow Agent shall be authorized, without liability to anyone, to (i) refrain from taking any action other than to continue to hold the Escrowed Funds pending receipt of written instruction signed by the Company, or (ii) deposit the Escrowed Funds with any court of competent jurisdiction located in the State of New York or any Federal Court located in the State of New York, in which event the Escrow Agent shall give written notice thereof to each of the Parties and thereupon the Escrow Agent shall be relieved and discharged from all further obligations pursuant to this Agreement. The Escrow Agent may, but shall be under no duty whatsoever to, institute or defend any legal procee dings which relate to the Escrowed Funds. The Escrow Agent shall have the right to retain counsel if it becomes involved in any disagreement, dispute or litigation on account of this Agreement or otherwise determines that it is necessary to consult counsel.

5.4 Judgments. The Escrow Agent is hereby expressly authorized to comply with and obey any order, judgment or decree of a court of competent jurisdiction. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the Company or the Purchasers or to any other person, firm, corporation or entity by reason of such compliance, notwithstanding that any such order, judgment or decree may be subsequently reversed, modified, annulled, set aside, vacated or found to have been entered into without jurisdiction.

5.5 Termination of Escrow. The escrow shall terminate and the Escrow Agent shall have no further duties hereunder upon the earlier to occur of (a) the termination of this Agreement or (b) the distribution of all of the Escrowed Funds pursuant to the terms and conditions hereof.

6. Miscellaneous

6.1 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.

6.2 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 overnight delivery 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), and addressed as follows:

If to the Company, to:

Chyron Corporation
5 Hub Drive
Melville, New York 11747
Attn: Chief Executive Officer
Fax: (631) 845-5210

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

Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
Attn: Robert S. Matlin, Esq.
Fax: 212-872-2001

If to the Purchaser, to the address shown below;

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 6.2. 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 (provided, however, that if the receipt of the facsimile transmission occurs after 5 p.m. recipient's time, the notice shall be effective the next succeeding business day), (iii) in the case of overnight delivery by 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 (3) 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.

If to the Escrow Agent, to:

Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
Attn: Robert S. Matlin, Esq.
Fax: 212-872-2001

6.3 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.

6.4 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 Purchaser is more than one person, the obligation of the Purchasers 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.

6.5 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.

6.6 Assignability. Except as otherwise provided in Section 5.2(e), this Agreement is not transferable or assignable by the undersigned.

6.7 Applicable Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof.

6.8 Severability. If any provision of this Agreement shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances or to any other party, or the validity or enforceability of this Agreement.

6.9 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.

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Signatures

Executed this ____ of __________________, 2001, at _____________________________________.

Please print above the exact name(s) in which the Senior Notes are to be held

The undersigned hereby represents the undersigned has read this entire Subscription and Registration Rights Agreement as well as the Term Sheet.

Individual

	Address to Which Correspondence Should be Directed
Signature (Individual	Name
	Street Address
Signature (All record holders should sign)	City and State
	Post Code (Zip Code) Country
Name(s) Typed or Printed
	U.S. Tax Identification or Social Security Number (if applicable)
	Telephone Number

Corporation, Partnership, Trust or Other Entity

	Address to Which Correspondence Should be Directed
	Name of Entity
Type of Entity (i.e. corporation, partnership, etc.)	Street Address
State of Formation of Entity	City and State
	Post Code (Zip Code) and Country
By:
*Signature	Tax Identification or Social Security Number
Its:
Title	Telephone Number
Name Typed or Printed

*If Senior Notes are being subscribed for by an entity, the Certificate of Signatory must also be completed.

CERTIFICATE OF SIGNATORY

To be completed if Senior Notes are being subscribed for by an entity.

I, ________________________________, am the ________________________________ of _______________________________ (the "Entity").

I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription and Registration Rights Agreement and to purchase and hold the Senior Notes, and certify that the Subscription and Registration Rights Agreement have been duly and validly executed on behalf of the Entity and constitute legal and binding
obligations of the Entity

In witness whereof, I have hereto set my hand this __ day of _______, 2001.

________________________________

Signature

Acceptance

This Subscription and Registration Rights Agreement is accepted as of ___________, 2001.

Chyron Corporation

A New York corporation

By:

Roger Henderson

Chief Executive Officer

ESCROW AGENT

WITH RESPECT TO ARTICLE 5 ONLY,

Akin, Gump, Strauss, Hauer & Feld, L.L.P.

By:

Name:

EX-4.H

SERIES A 12% SUBORDINATED CONVERTIBLE DEBENTURE

DUE DECEMBER 31, 2004

CHYRON CORPORATION

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.

$ ______________	Melville, New York
No.WA -	December 17, 2001

FOR VALUE RECEIVED, the undersigned, CHYRON CORPORATION, a New York corporation (the "Company"), hereby promises to pay to _______________ or its permitted assigns (the "Holder") the principal sum of _______________ Dollars ($____________), together with interest thereon at the rate provided herein, and payable on the terms set forth below. This Debenture is one of an issue of Debentures of the Company designated as its Series A 12% Subordinated Convertible Debentures Due December 31, 2004, as amended (the "Debentures").

SECTION 1. INTEREST; PAYMENT OF INTEREST AND PRINCIPAL.

1.1 Interest. This Debenture shall bear interest on the outstanding principal amount from the date hereof (the "Issue Date"), until this Debenture is converted, exchanged, redeemed or paid in full, at an annual rate of 12% (computed on the basis of a 365-day year) (the "Interest Rate"). Interest on this Debenture shall be payable quarterly or the first day of each April, July, October, and January commencing January 1, 2002, or upon conversion, redemption or at maturity of this Debenture, whichever occurs first. Until the Maturity Date, 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, 2004 (the "Maturity Date").

1.4 Manner of Payment. All payments of principal and interest shall be made in lawful money of the United States of America at the time of any such payment either by wire transfer to the account designated by the Holder for such purpose or by check mailed to the Holder at the address shown in the register maintained by the Company for such purpose, at the option of the Holder.

1.5 Subordination.

(a) Upon any distribution of assets of the Company in connection with any dissolution, winding-up or liquidation of the Company (whether or not in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors) or any other marshaling of the assets and liabilities of the Company or upon the reorganization of the Company, the holders of Senior Indebtedness (as hereinafter defined) shall first be entitled to receive payment in full in money or money's worth, in accordance with the terms of such Senior Indebtedness, of all sums due in respect thereto, before the Holder shall be entitled to receive from the Company any payment hereunder and, upon such dissolution, winding-up, liquidation, marshaling of assets or reorganization, any payment from the Company to which the Holder would otherwise be entitled, except for the provisions hereof, shall be made by the person making such payment or distribution, whether an officer of the Company, an assignee, a trustee in bankruptcy, debtor in possession, a receiver or liquidating trustee or otherwise (which person is hereby directed to make payment) to the holders of Senior Indebtedness to the extent necessary to pay in full in money or money's worth all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness, and to the full extent necessary for that purpose, the Holder hereby assigns to the holders of Senior Indebtedness all of the Holder's rights to any payments or distributions to which the Holder otherwise would be entitled from the Company.

(b) For purposes of this Debenture, the term "Senior Indebtedness" shall mean Indebtedness (as hereinafter defined) of the Company whether outstanding on the Issue 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 acc ounts payable, trade payables or other current liabilities on the books of the Company (other than the current portion of any long-term Indebtedness of the Company that but for this clause (iv) would constitute Senior Indebtedness), and (v) any Indebtedness of or amount owed by the Company to employees for services rendered to the Company.

(c) "Indebtedness" is defined as, with respect to any person, any of the following (without duplication): (i) the principal of, premium, if any, and interest on and all other amounts owing with respect to any indebtedness (including any such indebtedness representing any deferred payment obligation for the payment of the purchase price of property or assets) of such person for money borrowed or evidenced by bonds, indentures, debentures or similar obligations, including any guaranty by such person of any indebtedness for money borrowed of any other person, whether any such indebtedness or guaranty is outstanding on the date of this Debenture or is thereafter created, assumed or incurred, (ii) the principal of, premium, if any, and interest on and all other amounts owing with respect to any indebtedness for money borrowed, incurred, assumed or guaranteed by such person in connection with the acquisition by it or any of its subsidiaries of any other businesses, properties or other assets , (iii) lease obligations which such person capitalizes in accordance with generally accepted accounting principles and (iv) any amounts payable by such person under or in respect of any interest rate exchange agreement, interest rate swap agreement or other similar agreement entered into in respect of all or any portion of the above.

(d) "Subsidiary" or "Subsidiaries" shall mean any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest and in which such ownership interest entitles the Company to elect a majority of the Board of Directors or similar governing body.

(e) "Affiliate" shall have the meaning set forth in Rule 144 promulgated under the Securities Act of 1933, as amended.

(f) Moreover, should it become necessary in any bankruptcy or other proceedings or in connection with any assignment for the benefit of the Company's creditors or the execution by the Company of any other creditor's agreement, or the dissolution of or the winding up of the Company's business, for the Holder to file one or more claims against the Company on account of or arising hereunder, the Holder will file such claim or claims and will assign to the holders of Senior Indebtedness the Holder's rights thereunder. If for any reason the Holder does not file such claim or claims, any holder of Senior Indebtedness shall have the right as the Holder's agent and attorney-in-fact, to sign and file such proof of claim in the Holder's name, or in the discretion of such holder of Senior Indebtedness, to assign the claim to and to file proof thereof in the name of the holders of Senior Indebtedness or their nominee.

(g) If, notwithstanding anything herein to the contrary, upon any such dissolution, winding-up, liquidation, marshaling of assets or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or security shall be received by the Holder before all Senior Indebtedness is paid in full in money or money's worth, such payment or distribution shall be held in trust by the Holder and, immediately upon notice to such effect from any holder of Senior Indebtedness, turned over by the Holder for payment on all Senior Indebtedness remaining until all such Senior Indebtedness shall have been paid in full in money or money's worth, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

(h) Neither the payments or distributions to the holders of Senior Indebtedness to which the Holder would be entitled except for the provisions hereof, nor the payment to the holders of Senior Indebtedness from the Holder pursuant to the provisions hereof, shall be deemed, as between the Company, its creditors (other than the holders of Senior Indebtedness) and the Holder, a payment by the Company to or on account of the Holder; it being understood that the provisions hereof are intended solely for the purposes of defining relative rights of the Holder on the one hand, and the holders of Senior Indebtedness on the other hand; and, except as otherwise expressly set forth herein, nothing contained herein is intended to or shall abrogate the obligations of the Company to pay the Holder or to affect the relative rights of the Holder and the creditors of the Company other than the holders of Senior Indebtedness.

(i) Until there shall occur a default under Senior Indebtedness (which shall include the occurrence of any event or existence of any circumstances as a result of which any amount is due and payable under any guarantee thereof), the Holder shall be entitled to receive and retain any payment of principal or interest made by the Company in respect of its obligations under this Debenture. In the event of and during the continuance of any such default, no payment of the principal of or interest on the Debenture shall be made by the Company or, to the extent made by the Company, retained by Holder. Specifically, except with the written consent of the holder or holders of all of the then-outstanding principal amount of Senior Indebtedness, the Holder may take no action against the Company to enforce payment of this Debenture (i) unless and until the holders of Senior Indebtedness shall have received payment in full of all principal and interest on such Senior Indebtedness, and/or (ii) for s o 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, approximately $7,359,132.32 aggregate principal amount (plus all increases in principal in respect of interest payable thereunder), of Series B 12% subordinated convertible debentures issued by the Company commencing July 26, 1999, as the same may be amended from time to time, with respect to any distribution of assets of the Company in connection with any dissolution, winding-up or liquidation of the Company.

SECTION 2. EVENTS OF DEFAULT

2.1 Nature of Events. An "Event of Default" shall exist if any of the following occurs and is continuing:

(a) Failure to pay interest on this Debenture on or before the date such payment is due and such failure to pay remains uncured for a period of 10 days after such date (whether or not such payment is prohibited by Section 1.5);

(b) Failure to pay principal on this Debenture on or before the date such payment is due (whether or not such payment is prohibited by Section 1.5);

(c) Failure to perform or observe any other covenant or agreement of the Company contained in this Debenture which remains uncured for the period and after the notice specified below and the holders of more than 50% in principal amount of the Debentures then outstanding notify the Company of the default and the Company does not cure the default within 45 days after receipt of the notice, which notice must specify the default, demand that it be remedied and the state that the notice is a "Notice of Default;"

(d) A custodian, receiver, liquidator or trustee of the Company, or of any of its property, is appointed or takes possession and such appointment or possession remains in effect for more than 60 days; or the Company is adjudicated bankrupt or insolvent; or an order for relief is entered under the Federal Bankruptcy Code against the Company; or any of the property of the Company is sequestered by court order and the order remains in effect for more than 60 days; or an involuntary petition is filed against the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within 60 days after filing;

(e) The Company files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under any such law; or

(f) The Company makes an assignment for the benefit of its creditors, or generally fails to pay its obligations as they become due, or consents to the appointment of or taking possession by a custodian, receiver, liquidator or trustee of the Company or all or any substantial part of its property; or

2.2 Default Remedies.

(a) In case an Event of Default (other than an Event of Default described in paragraphs (d), (e) and (f)) has occurred and is continuing, the holders of Debentures, by notice to the Company from the holders of more than 50% of the principal amount of the Debentures then outstanding, may declare the principal of the Debentures, plus accrued interest, to be immediately due and payable, and upon any such declaration such principal and accrued interest shall become due and payable immediately. In case an Event of Default described in paragraphs (d), (e) and (f) occurs, such amounts will become due and payable without any declaration or any act on the part of the holders of the Debentures. Such declaration of acceleration may be rescinded and past defaults may be waived by the holders of at least 50% of the principal amount of the Debentures then outstanding as provided herein.

(b) No course of dealing or delay or failure on the part of the Holder to exercise any right under this Section 2.2 shall operate as a waiver of such right or otherwise prejudice such Holder's rights, powers and remedies. The Company will pay or reimburse the Holder, to the extent permitted by law, for all costs and expenses, including but not limited to reasonable attorneys' fees, incurred by it in collecting any sums due on this Debenture or in otherwise enforcing any of its rights.

(c) The holders of more than 50% in principal amount of the outstanding Debentures may on behalf of the holders of all Debentures waive certain past defaults, except a default in payment of principal of or interest on any Debenture, or in respect of certain provisions of the Debentures which cannot be modified or amended without the consent of the holder of each outstanding Debenture affected thereby in accordance with Section 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 S tock due on such conversion. Interest shall accrue on the unpaid principal amount of this Debenture converted to the date of conversion, and the Company shall pay such interest at the time of conversion; provided, however, that in the case of a conversion of only a portion of the outstanding principal amount of this Debenture, the Company shall execute and deliver to the Holder (or its nominee or nominees), at the expense of the Company, a replacement Debenture in a principal amount equal to and in exchange for the unconverted portion of such Debenture and dated and bearing interest from the date to which interest has been paid on such Debenture or dated the date of such Debenture if no interest has been paid thereon.

3.3 Fractional Shares. No fractional shares of Common Stock shall be issued, at any time, upon conversion of this Debenture. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of this Debenture, the Company shall pay a cash adjustment in respect of such fractional interest (in accordance with the Conversion Price, as defined herein, then in effect). The Holder, by its acceptance thereof, expressly waives any right to receive any fractional share upon conversion of this Debenture.

3.4 Conversion Price. The conversion price (the "Conversion Price") at which Common Stock shall be issuable upon the conversion of this Debenture shall initially be $2.466 (which amount is 120% of the average of the closing prices of the Common Stock, as such prices were reported by the New York Stock Exchange, for the ninety (90) trading days immediately preceding the initial Issue Date) in principal amount of this Debenture for each share of Common Stock; provided, however, that the Conversion Price and the conversion terms shall be subject to adjustment as follows:

(a) In the event the Company should at any time or from time to time after the Issue Date, fix a record date for the effectuation of a forward split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents"), without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of this Debenture shall be increased in equal proportion to such increase of outstanding shares of Common Stock.

(b) If the number of shares of Common Stock outstanding at any time after the Issue Date is decreased by a combination of the outstanding shares of Common Stock, then following the record date of such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of this Debenture shall be decreased in equal proportion to such decrease in outstanding shares of Common Stock.

3.5 Other Distributions. In the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 3.4(a), then, in each such case for the purpose of this Section 3.5, the Holder, upon conversion of this Debenture, shall be entitled to a proportionate share of any such distribution as though it were the holder of the number of shares of Common Stock of the Company into which this Debenture was then convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

3.6 Fundamental Change. In the event that the Company shall be a party to (i) any recapitalization or reclassification of the Common Stock (other than a change in par value or as a result of a subdivision or combination of the Common Stock); (ii) any consolidation or merger of the Company with or into another corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property or assets (including cash) with respect to or in exchange for Common Stock (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of the outstanding Common Stock); (iii) any sale or transfer of all or substantially all of the assets of the Company; or (iv) any compulsory share exchange, pursuant to any of which holders of Common Stock shall be entitled to receive other securities, cash or other property (each, a "Fundamental Change"), then appropriate provision shall be made so that the ho lder of each Debenture then outstanding shall have the right thereafter to convert such Debentures only into the kind and amount of the securities, cash or other property that would have been receivable upon such Fundamental Change by a holder of the number of shares of Common Stock issuable upon conversion of such Debenture immediately prior to such Fundamental Change at the Conversion Price (subject to adjustment pursuant to Section 3.4).

3.7 No Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the Holder of this Debenture against impairment.

3.8 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 3, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Holder, furnish or cause to be furnished to such Holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the then outstanding principal amount of this Debenture.

3.9 Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock or any class of any other securities or property, or to receive any other right, the Company shall mail to the Holder, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

3.10 Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the aggregate principal amount of the Debentures such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of the then outstanding aggregate principal amount of the Debentures; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the then outstanding aggregate principal amount of the Debentures, in addition to such other remedies as shall be available to the Holder, the Company will promptly take all reasonable corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

SECTION 4. REDEMPTION

4.1 Call Provision. This Debenture may be redeemed by the Company at any time or from time to time commencing one year from the Issue Date, at the Company's option, in whole or in part, upon written notice to the registered Holder hereof at their last registered address, for the principal of this Debenture, plus accrued and unpaid interest to the redemption date. Notice of redemption having been given as provided in Section 4.2, the Debentures to be redeemed, shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Company shall default in the payment of the redemption price and any accrued but unpaid interest) such Debentures shall cease to bear interest and the Company shall have no further obligation under such Debentures.

4.2 Notice of Redemption. Notice of redemption shall be given, in accordance with Section 5.4 hereof, not less than fifteen (15) nor more than forty-five (45) days prior to the redemption date, to each registered Holder of Debentures to be redeemed, at such Holder's address in the register maintained by the Company. All notices of redemption shall state: (a) the redemption date, (b) the redemption price, (c) if less than all the outstanding Debentures are to be redeemed, the principal amounts of the Debentures to be redeemed, (d) that on the redemption date the redemption price will become due and payable upon each Debenture (or portion thereof) to be redeemed and that interest thereon will cease to accrue on and after such said date, (e) the Conversion Price, the date on which the right to convert the principal of the Debentures to be redeemed will terminate and the manner in which such Debentures may be surrendered for conversion, and (f) the manner in wh ich 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: 631-845-5210

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

Akin, Gump, Strauss, Hauer & Feld, L.L.P.

590 Madison Avenue

New York, New York 10022

Attn: Robert S. Matlin, Esq.

Fax: 212-872-1002

If to the Holder, to: the address shown in the register maintained by the Company for such purpose; or to such other address as the party to whom the notice is to be given may have furnished to the other party hereto in writing in accordance with the provisions of this Section 5.4. Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of facsimile transmission (with receipt confirmed by automatic transmission report), on the date of such transmission, (iii) in the case of a nationally-recognized overnight courier, on the next business day after the date when delivered to such courier, and (iv) in the case of mailing (or by the most nearly comparable method if mailed from or to a location outside the United States), on the third business day following that on which the piece of mail containing such communication is posted; provided, however, that three additional business days shall be added to the time any notice or communication sent from or to a location outside the United States shall be deemed to have been received in (iii) or (iv) above.

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 he rewith; 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.

IN WITNESS WHEREOF, CHYRON CORPORATION has caused this Debenture to be dated, executed and issued on its behalf by its officer or officers thereto duly authorized.

			CHYRON CORPORATION
	Attest:
By:		By:
	Name: G. R. Sam Seraphim		Name: Roger Henderson
	Title: Chief Financial Officer		Title: Chief Executive Officer

FORM OF

NOTICE OF CONVERSION OF

SERIES A 12% SUBORDINATED CONVERTIBLE DEBENTURE

OF CHYRON CORPORATION

Chyron Corporation

5 Hub Drive

Melville, New York 11747

Attention: President

Dear Sir:

I am the Holder of Chyron Corporation Series A 12% Subordinated Convertible Debenture number ____ (the "Debenture"). As of the date hereof, $___________ aggregate principal amount of the Debenture remains unconverted.

I hereby give notice to Chyron Corporation (the "Company") of my desire and intent to convert $____________ aggregate principal amount of the Debenture into common stock, par value $.01 per share, of the Company in accordance with the provisions of Section 3 of the Debenture.

Very truly yours,

Name:

Date:

EX-4.I

SERIES B 12% SUBORDINATED CONVERTIBLE DEBENTURE

DUE DECEMBER 31, 2004

CHYRON CORPORATION

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.

$___________	Melville, New York
No. WB-	December 17, 2001

FOR VALUE RECEIVED, the undersigned, CHYRON CORPORATION, a New York corporation (the "Company"), hereby promises to pay to __________________________________or its permitted assigns (the "Holder") the principal sum of ______________________________________Dollars ($____________), together with interest thereon at the rate provided herein, and payable on the terms set forth below. This Debenture is one of an issue of Debentures of the Company designated as its 12% Subordinated Convertible Debentures, Issued Commencing July 26, 1999, Due December 31, 2004 (the "Debentures").

SECTION 1. INTEREST; PAYMENT OF INTEREST AND PRINCIPAL.

1.1 Interest. This Debenture shall bear interest on the outstanding principal amount from the date hereof (the "Issue Date"), until this Debenture is converted, exchanged, redeemed or paid in full, at an annual rate of 12% (computed on the basis of a 365-day year) (the "Interest Rate"). Interest on this Debenture shall be payable quarterly or the first day of each April, July, October, and January commencing January 1, 2002, or upon conversion, redemption or at maturity of this Debenture, whichever occurs first. Until the Maturity Date, 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, 2004 (the "Maturity Date").

1.4 Manner of Payment. All payments of principal and interest shall be made in lawful money of the United States of America at the time of any such payment either by wire transfer to the account designated by the Holder for such purpose or by check mailed to the Holder at the address shown in the register maintained by the Company for such purpose, at the option of the Holder.

1.5 Subordination.

(a) Upon any distribution of assets of the Company in connection with any dissolution, winding-up or liquidation of the Company (whether or not in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors) or any other marshaling of the assets and liabilities of the Company or upon the reorganization of the Company, the holders of Senior Indebtedness (as hereinafter defined) shall first be entitled to receive payment in full in money or money's worth, in accordance with the terms of such Senior Indebtedness, of all sums due in respect thereto, before the Holder shall be entitled to receive from the Company any payment hereunder and, upon such dissolution, winding-up, liquidation, marshaling of assets or reorganization, any payment from the Company to which the Holder would otherwise be entitled, except for the provisions hereof, shall be made by the person making such payment or distribution, whether an officer of the Company, an assignee, a trustee in bankruptcy, debtor in possession, a receiver or liquidating trustee or otherwise (which person is hereby directed to make payment) to the holders of Senior Indebtedness to the extent necessary to pay in full in money or money's worth all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness, and to the full extent necessary for that purpose, the Holder hereby assigns to the holders of Senior Indebtedness all of the Holder's rights to any payments or distributions to which the Holder otherwise would be entitled from the Company.

(b) For purposes of this Debenture, the term "Senior Indebtedness" shall mean Indebtedness (as hereinafter defined) of the Company whether outstanding on the Issue 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 acc ounts payable, trade payables or other current liabilities on the books of the Company (other than the current portion of any long-term Indebtedness of the Company that but for this clause (iv) would constitute Senior Indebtedness), and (v) any Indebtedness of or amount owed by the Company to employees for services rendered to the Company.

(c) "Indebtedness" is defined as, with respect to any person, any of the following (without duplication): (i) the principal of, premium, if any, and interest on and all other amounts owing with respect to any indebtedness (including any such indebtedness representing any deferred payment obligation for the payment of the purchase price of property or assets) of such person for money borrowed or evidenced by bonds, indentures, debentures or similar obligations, including any guaranty by such person of any indebtedness for money borrowed of any other person, whether any such indebtedness or guaranty is outstanding on the date of this Debenture or is thereafter created, assumed or incurred, (ii) the principal of, premium, if any, and interest on and all other amounts owing with respect to any indebtedness for money borrowed, incurred, assumed or guaranteed by such person in connection with the acquisition by it or any of its subsidiaries of any other businesses, properties or other assets , (iii) lease obligations which such person capitalizes in accordance with generally accepted accounting principles and (iv) any amounts payable by such person under or in respect of any interest rate exchange agreement, interest rate swap agreement or other similar agreement entered into in respect of all or any portion of the above.

(d) "Subsidiary" or "Subsidiaries" shall mean any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest and in which such ownership interest entitles the Company to elect a majority of the Board of Directors or similar governing body.

(e) "Affiliate" shall have the meaning set forth in Rule 144 promulgated under the Securities Act of 1933, as amended.

(f) Moreover, should it become necessary in any bankruptcy or other proceedings or in connection with any assignment for the benefit of the Company's creditors or the execution by the Company of any other creditor's agreement, or the dissolution of or the winding up of the Company's business, for the Holder to file one or more claims against the Company on account of or arising hereunder, the Holder will file such claim or claims and will assign to the holders of Senior Indebtedness the Holder's rights thereunder. If for any reason the Holder does not file such claim or claims, any holder of Senior Indebtedness shall have the right as the Holder's agent and attorney-in-fact, to sign and file such proof of claim in the Holder's name, or in the discretion of such holder of Senior Indebtedness, to assign the claim to and to file proof thereof in the name of the holders of Senior Indebtedness or their nominee.

(g) If, notwithstanding anything herein to the contrary, upon any such dissolution, winding-up, liquidation, marshaling of assets or reorganization, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or security shall be received by the Holder before all Senior Indebtedness is paid in full in money or money's worth, such payment or distribution shall be held in trust by the Holder and, immediately upon notice to such effect from any holder of Senior Indebtedness, turned over by the Holder for payment on all Senior Indebtedness remaining until all such Senior Indebtedness shall have been paid in full in money or money's worth, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

(h) Neither the payments or distributions to the holders of Senior Indebtedness to which the Holder would be entitled except for the provisions hereof, nor the payment to the holders of Senior Indebtedness from the Holder pursuant to the provisions hereof, shall be deemed, as between the Company, its creditors (other than the holders of Senior Indebtedness) and the Holder, a payment by the Company to or on account of the Holder; it being understood that the provisions hereof are intended solely for the purposes of defining relative rights of the Holder on the one hand, and the holders of Senior Indebtedness on the other hand; and, except as otherwise expressly set forth herein, nothing contained herein is intended to or shall abrogate the obligations of the Company to pay the Holder or to affect the relative rights of the Holder and the creditors of the Company other than the holders of Senior Indebtedness.

(i) Until there shall occur a default under Senior Indebtedness (which shall include the occurrence of any event or existence of any circumstances as a result of which any amount is due and payable under any guarantee thereof), the Holder shall be entitled to receive and retain any payment of principal or interest made by the Company in respect of its obligations under this Debenture. In the event of and during the continuance of any such default, no payment of the principal of or interest on the Debenture shall be made by the Company or, to the extent made by the Company, retained by Holder. Specifically, except with the written consent of the holder or holders of all of the then-outstanding principal amount of Senior Indebtedness, the Holder may take no action against the Company to enforce payment of this Debenture (i) unless and until the holders of Senior Indebtedness shall have received payment in full of all principal and interest on such Senior Indebtedness, and/or (ii) for s o 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, approximately $1,242,000 aggregate principal amount (plus all increases in principal in respect of interest payable thereunder), of Series A 12% subordinated convertible debentures issued by the Company commencing December 31, 1998, as the same may be amended from time to time, with respect to any distribution of assets of the Company in connection with any dissolution, winding-up or liquidation of the Company.

SECTION 2. EVENTS OF DEFAULT

2.1 Nature of Events. An "Event of Default" shall exist if any of the following occurs and is continuing:

(a) Failure to pay interest on this Debenture on or before the date such payment is due and such failure to pay remains uncured for a period of 10 days after such date (whether or not such payment is prohibited by Section 1.5);

(b) Failure to pay principal on this Debenture on or before the date such payment is due (whether or not such payment is prohibited by Section 1.5);

(c) Failure to perform or observe any other covenant or agreement of the Company contained in this Debenture which remains uncured for the period and after the notice specified below and the holders of more than 50% in principal amount of the Debentures then outstanding notify the Company of the default and the Company does not cure the default within 45 days after receipt of the notice, which notice must specify the default, demand that it be remedied and state that the notice is a "Notice of Default;"

(d) A custodian, receiver, liquidator or trustee of the Company, or of any of its property, is appointed or takes possession and such appointment or possession remains in effect for more than 60 days; or the Company is adjudicated bankrupt or insolvent; or an order for relief is entered under the Federal Bankruptcy Code against the Company; or any of the property of the Company is sequestered by court order and the order remains in effect for more than 60 days; or an involuntary petition is filed against the Company under any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within 60 days after filing;

(e) The Company files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under any such law; or

(f) The Company makes an assignment for the benefit of its creditors, or generally fails to pay its obligations as they become due, or consents to the appointment of or taking possession by a custodian, receiver, liquidator or trustee of the Company or all or any substantial part of its property; or

2.2 Default Remedies.

(a) In case an Event of Default (other than an Event of Default described in paragraphs (d), (e) and (f)) has occurred and is continuing, the holders of Debentures, by notice to the Company from the holders of more than 50% of the principal amount of the Debentures then outstanding, may declare the principal of the Debentures, plus accrued interest, to be immediately due and payable, and upon any such declaration such principal and accrued interest shall become due and payable immediately. In case an Event of Default described in paragraphs (d), (e) and (f) occurs, such amounts will become due and payable without any declaration or any act on the part of the holders of the Debentures. Such declaration of acceleration may be rescinded and past defaults may be waived by the holders of at least 50% of the principal amount of the Debentures then outstanding as provided herein.

(b) No course of dealing or delay or failure on the part of the Holder to exercise any right under this Section 2.2 shall operate as a waiver of such right or otherwise prejudice such Holder's rights, powers and remedies. The Company will pay or reimburse the Holder, to the extent permitted by law, for all costs and expenses, including but not limited to reasonable attorneys' fees, incurred by it in collecting any sums due on this Debenture or in otherwise enforcing any of its rights.

(c) The holders of more than 50% in principal amount of the outstanding Debentures may on behalf of the holders of all Debentures waive certain past defaults, except a default in payment of principal of or interest on any Debenture, or in respect of certain provisions of the Debentures which cannot be modified or amended without the consent of the holder of each outstanding Debenture affected thereby in accordance with Section 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 sh ares of its Common Stock due on such conversion. Interest shall accrue on the unpaid principal amount of this Debenture converted to the date of conversion, and the Company shall pay such interest at the time of conversion; provided, however, that in the case of a conversion of only a portion of the outstanding principal amount of this Debenture, the Company shall execute and deliver to the Holder (or its nominee or nominees), at the expense of the Company, a replacement Debenture in a principal amount equal to and in exchange for the unconverted portion of such Debenture and dated and bearing interest from the date to which interest has been paid on such Debenture or dated the date of such Debenture if no interest has been paid thereon.

3.3 Fractional Shares. No fractional shares of Common Stock shall be issued, at any time, upon conversion of this Debenture. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of this Debenture, the Company shall pay a cash adjustment in respect of such fractional interest (in accordance with the Conversion Price, as defined herein, then in effect). The Holder, by its acceptance thereof, expressly waives any right to receive any fractional share upon conversion of this Debenture.

3.4 Conversion Price. The conversion price (the "Conversion Price") at which Common Stock shall be issuable upon the conversion of this Debenture shall initially be $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 "Common Stock Equivalents"), without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of this Debenture shall be increased in equal proportion to such increase of outstanding shares of Common Stock.

(b) If the number of shares of Common Stock outstanding at any time after the Issue Date is decreased by a combination of the outstanding shares of Common Stock, then following the record date of such combination, the Conversion Price shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of this Debenture shall be decreased in equal proportion to such decrease in outstanding shares of Common Stock.

3.5 Other Distributions. In the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 3.4(a), then, in each such case for the purpose of this Section 3.5, the Holder, upon conversion of this Debenture, shall be entitled to a proportionate share of any such distribution as though it were the holder of the number of shares of Common Stock of the Company into which this Debenture was then convertible as of the record date fixed for the determination of the holders of Common Stock of the Company entitled to receive such distribution.

3.6 Fundamental Change. In the event that the Company shall be a party to (i) any recapitalization or reclassification of the Common Stock (other than a change in par value or as a result of a subdivision or combination of the Common Stock); (ii) any consolidation or merger of the Company with or into another corporation as a result of which holders of Common Stock shall be entitled to receive securities or other property or assets (including cash) with respect to or in exchange for Common Stock (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of the outstanding Common Stock); (iii) any sale or transfer of all or substantially all of the assets of the Company; or (iv) any compulsory share exchange, pursuant to any of which holders of Common Stock shall be entitled to receive other securities, cash or other property (each, a "Fundamental Change"), then appropriate provision shall be made so that the holder of each Debenture then outstanding shall have the right thereafter to convert such Debentures only into the kind and amount of the securities, cash or other property that would have been receivable upon such Fundamental Change by a holder of the number of shares of Common Stock issuable upon conversion of such Debenture immediately prior to such Fundamental Change at the Conversion Price (subject to adjustment pursuant to Section 3.4).

3.7 No Impairment. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 3 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the Holder of this Debenture against impairment.

3.8 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 3, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Holder, furnish or cause to be furnished to such Holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the then outstanding principal amount of this Debenture.

3.9 Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock or any class of any other securities or property, or to receive any other right, the Company shall mail to the Holder, at least 20 days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

3.10 Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the aggregate principal amount of the Debentures such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of the then outstanding aggregate principal amount of the Debentures; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the then outstanding aggregate principal amount of the Debentures, in addition to such other remedies as shall be available to the Holder, the Company will promptly take all reasonable corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for suc h purposes.

SECTION 4. REDEMPTION

4.1 Call Provision. This Debenture may be redeemed by the Company at any time or from time to time commencing one year from the Issue Date, at the Company's option, in whole or in part, upon written notice to the registered Holder hereof at their last registered address, for the 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: (631) 845-5210

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

Akin, Gump, Strauss, Hauer & Feld LLP

590 Madison Avenue

New York, New York 10022

Attn: Robert S. Matlin, Esq.

Fax: 212-872-1002

If to the Holder, to: the address shown in the register maintained by the Company for such purpose; or to such other address as the party to whom the notice is to be given may have furnished to the other party hereto in writing in accordance with the provisions of this Section 5.4. Any such notice or communication shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of facsimile transmission (with receipt confirmed by automatic transmission report), on the date of such transmission, (iii) in the case of a nationally-recognized overnight courier, on the next business day after the date when delivered to such courier, and (iv) in the case of mailing (or by the most nearly comparable method if mailed from or to a location outside the United States), on the third business day following that on which the piece of mail containing such communication is posted; provided, however, that three additional business days shall be added to the time any notice or communication sent from or to a location outside the United States shall be deemed to have been received in (iii) or (iv) above.

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

FORM OF

NOTICE OF CONVERSION OF

SERIES B 12% SUBORDINATED CONVERTIBLE DEBENTURE

OF CHYRON CORPORATION

Chyron Corporation

5 Hub Drive

Melville, New York 11747

Attention: President

Dear Sir:

I am the Holder of Chyron Corporation Series B 12% Subordinated Convertible Debenture number ____ (the "Debenture"). As of the date hereof, $___________ aggregate principal amount of the Debenture remains unconverted.

I hereby give notice to Chyron Corporation (the "Company") of my desire and intent to convert $____________ aggregate principal amount of the Debenture into common stock, par value $.01 per share, of the Company in accordance with the provisions of Section 3 of the Debenture.

Very truly yours,

Name:

Date:

EX-4.J

AMENDMENT

This Amendment ("Amendment") to the Series A Debentures and the Series B Debentures (each as hereinafter defined) is made and entered into as of __________ __, 2001 by and among Chyron Corporation, a New York corporation (the "Company") and those individuals set forth on Schedule A and Schedule B attached hereto with respect to the Series A Debentures and Series B Debentures, respectively.

WHEREAS, the Company and those individuals set forth on Schedule A (the "Series A Holders") are parties to one or more debentures that are part of an issue of debentures of the Company designated as its 8% Subordinated Convertible Debentures Due December 31, 2003 (the "Series A Debentures");

WHEREAS, the Company and those individuals set forth on Schedule B (the "Series B Holders") are parties to one or more debentures that are part of an issue of debentures of the Company designated as its Series B 8% Subordinated Convertible Debentures, Issued Commencing July 26, 1999, Due December 31, 2003 (the "Series B Debentures");

WHEREAS, the Company anticipates raising an aggregate principal amount of at least two million dollars ($2,000,000) (the "Minimum Amount") on or before January 15, 2002 by selling an issue of senior subordinated convertible notes due December 31, 2004 ("Senior Notes") which will pay interest at a rate set forth in the Senior Notes (the "Senior Note Interest Rate");

WHEREAS, in connection with and conditional upon the Company raising the Minimum Amount on or before January 15, 2002 through the sale of Senior Notes, the Company wishes to extend the Maturity Date of the Series A Debentures and the Series B Debentures until December 31, 2004 and to increase the Interest Rate of the Series A Debentures and the Series B Debentures from 8% to the Senior Note Interest Rate;

WHEREAS, the Company is required by the terms of the Series A Debentures and the Series B Debentures to obtain the consent of all of the Series A Holders and Series B Holders, respectively, in the event it extends the Maturity Date of the Series A Debentures and the Series B Debentures;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Series A Debenture.

1. Interest Rate. Section 1.1 of the Series A Debentures is hereby amended to provide that each Series A Debenture shall bear interest on its outstanding principal amount from the date of the closing of the Senior Notes (the "Closing Date") until such Series A Debenture is converted, exchanged, redeemed or paid in full, at the Senior Note Interest Rate. Additionally, Section 1.1 shall be amended to include the following sentence at the end of such Section:

"Until the Maturity Date, 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."

2. Maturity. Section 1.3 of the Series A Debenture is hereby amended and restated in its entirety as follows:

"1.3 Maturity. All principal and unpaid interest on this Debenture shall be due on December 31, 2004 (the "Maturity Date")."

1. Amendments to Series B Debenture.

1. Interest Rate. Section 1.1 of the Series B Debentures is hereby amended to provide that each Series B Debenture shall bear interest on its outstanding principal amount from the Closing Date until such Series B Debenture is converted, exchanged, redeemed or paid in full, at the Senior Note Interest Rate. Additionally, the last sentence of Section 1.1 is hereby amended and restated in its entirety as follows:

"Until the Maturity Date, 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."

2. Maturity. Section 1.3 of the Series B Debentures is hereby amended and restated in its entirety as follows:

"1.3 Maturity. All principal and unpaid interest on this Debenture shall be due on December 31, 2004 (the "Maturity Date")."

1. Waiver. Each Series A Holder and Series B Holder, by executing this Amendment, hereby waives its rights that such Holder may have pursuant to Section 1.1 of the Series A Debentures and Series B Debentures, respectively, solely with respect to the payments of interest in lawful money in lieu of such interest being added to the principal of the respective Debentures.
2. Warrants. As consideration for entering into this Amendment, the Company shall issue to each Series A Holder and each Series B Holder an amount of warrants ("Warrants") to purchase common stock of the Company equal to 4% of the original face amount of such Series A Holder's and Series B Holder's Series A Debentures and Series B Debentures, respectively, calculated at the conversion price set forth in the Senior Notes ("Senior Note Conversion Price"). The Warrants will have an expiration date of December 31, 2004 and will be exercisable at the Senior Note Conversion Price.
3. Seniority. The Series A Holders and the Series B Holders hereby acknowledge, pursuant to the original terms of the Series A Debentures and Series B Debentures, that (i) the Senior Notes constitute "Senior Indebtedness" as defined in the Series A Debentures and/or Series B Debentures, as the case may be, and as such are senior to and have priority over such Series A Debentures and Series B Debentures with respect to any payment by the Company and 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, and (ii) the Company has the right to issue the Senior Notes without the consent of the Series A Holders and Series B Holders.
4. Effectiveness of Amendment. This Amendment and the terms contained herein shall become effective on the Closing Date only in the event that the Company raises the Minimum Amount on or before January 15, 2002 through the sale of Senior Notes.
5. Miscellaneous.

1. Governing Law. This Amendment 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.
2. Capitalized Terms. Except as expressly stated otherwise, all capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Series A Debentures and Series B Debentures.
3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall be one and the same document.
4. Effect of Amendment. Except as amended herein, all other terms of the Series A Debentures and Series B Debentures shall remain in full force and effect.
5. Headings. The headings of this Amendment are for convenience only and do not constitute a part of this Amendment.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

CHYRON CORPORATION

By: ________________________________

Name:

Title:

SERIES A HOLDER

If an individual:

________________________________

Name:

If a corporation, limited liability company, limited partnership or other entity:

________________________________

By: ________________________________

Name:

Title:

SERIES B HOLDER

If an individual:

________________________________

Name:

If a corporation, limited liability company, limited partnership or other entity:

________________________________

By: ________________________________

Name:

Title

SERIES A HOLDERS

WPG Corporate Development Associates IV, L.L.C.

WPG Corporate Development Associates IV (Overseas), L.P.

WPG Enterprise Fund II, L.L.C.

Weiss, Peck & Greer Venture Associates III, L.L.C.

Westpool Investment Trust plc

Lion Investments Limited

Charles M. Diker

The Weber Family Trust

Marc, Laura, Scott Hirschfield ttees uad 5/29/81 by N. Hirschfield

Alan J. Hirschfield Living Trust

Berte E. Hirschfield Living Trust

Laura Hirschfield

Marc Hirschfield

Scott Hirschfield

Edward Grebow

Edward Grebow

SERIES B HOLDERS

WPG Corporate Development Associates IV LLC

WPG Corporate Development Associates IV (Overseas)

WPG Enterprise Fund II LLC

Weiss, Peck & Greer Venture Associates III LLC

Westpool Investment Trust

Lion Investments Limited

Charles M. Diker

Weber Family Trust

ART-FGT Family Partners Limited

Alan J Hirschfield Living Trust

Ilan Kaufthal

Christopher R. Kelly

David Markin Charitable Trust # 1

Christopher Kelly

Paul Bissinger and Kathleen Bissinger Ttees

Paul Bissinger and Marjorie Bissinger Ttees

EX-4.K

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE REGISTERED HOLDER).

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON

            TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT       

Warrant No. __-____	Number of Shares: ________
Date of Issuance: December 17, 2001	(subject to adjustment)

Chyron Corporation

Common Stock Purchase Warrant

Chyron Corporation, a New York corporation (the "Company"), for value received, hereby certifies that [__________________], or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, in whole or in part, at any time and from time to time on or after the date of issuance and, on or before 11:59 p.m., New York time, on December 31, 2004 and shall be void thereafter (the "Exercise Period"), [_________] shares of Common Stock, $0.01 par value per share, of the Company, at an exercise price of $0.35 per share. The shares purchasable upon exercise of this warrant ("Warrant") and the exercise price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Exercise Price," respectively.

1. Exercise.

(a) This Warrant may be exercised by the Registered Holder by surrendering this Warrant, along with the purchase form appended hereto as Exhibit A duly executed and completed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate by notice in writing to the Registered Holder, accompanied by a certified or cashier's check payable to the Company (or wire transfer of immediately available funds), in lawful money of the United States, of the Exercise Price payable in respect of the number of Warrant Shares purchased upon such exercise (the "Aggregate Exercise Price").

(b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(c) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.

(c) Within a reasonable amount of time after the date of exercise of this Warrant, the Company will cause to be issued in the name of, and delivered to, the Registered Holder, or, upon payment by such Registered Holder of any applicable transfer taxes, its designee, a certificate or certificates for the nearest whole number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involving the issuance and delivery of any such certificate in a name other than that of the Registered Holder and the Company shall not be required to issue or deliver certificates until the person requesting the issuance thereof shall have paid the Company the amount of tax or shall have established to the Company that such tax has been paid.

(d) The Company shall not be required to register, list or qualify the Warrant Shares pursuant to the Act or any applicable securities law or regulation or take any other actions so that the Warrant Shares may be offered and sold to the public.

2. Adjustments. In order to prevent dilution of the rights granted under this Warrant, the Exercise Price and the number of Warrant Shares shall be subject to adjustment from time to time as provided in this Section 2.

(a) Adjustment for Stock Splits and Combinations. If the Company shall at any time after the date on which this Warrant was first issued (the "Original Issue Date"), while this Warrant remains outstanding and unexpired in whole or in part, effect a subdivision (by any stock split or otherwise) of the outstanding Common Stock into a greater number of shares, the Exercise Price in effect immediately before that subdivision shall be proportionately decreased and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately increased. Conversely, if the Company shall at any time or from time to time after the Original Issue Date combine (by reverse stock split or otherwise) the outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately before the combination shall be proportionately increased and the number of shares of Common Stock obtainable upon exercise of this Warrant shall be proportionately decreased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b) Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date while this Warrant remains outstanding and unexpired in whole or in part, shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Exercise Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction:

(i) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(ii) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

(c) Adjustment for Reclassification, Exchange and Substitution. If at any time after the Original Issue Date while this Warrant remains outstanding and unexpired in whole or in part, the Common Stock issuable upon exercise of this Warrant is changed into the same or a different number of shares of any class or classes of stock, this Warrant will thereafter represent the right to acquire such number and kind of securities as would have been issuable as a result of exercise of this Warrant and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment in this Section 2.

(d) Adjustment for Mergers or Reorganizations, etc. Any consolidation, merger, sale of all or substantially all of the Company's assets or other transaction involving the Company where the Company is not the surviving entity or where all or substantially all of the individuals and entities who were beneficial owners of the Common Stock immediately prior to such transaction beneficially own, directly or indirectly, less than 50% of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction is referred to herein as a "Sale". The Company shall give notice of the Sale to the Registered Holders in accordance with Section 4(c) below. If the Warrants are not exercised prior to the consummation of a Sale, the Warrants shall automatically terminate on the closing of such Sale.

(e) Certificate as to Adjustments. Upon the occurrence of each adjustment pursuant to this Section 2, the Company shall promptly compute such adjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Exercise Price) and showing in detail the facts upon which such adjustment is based. The Company shall, upon the written request of the Registered Holder, promptly furnish or cause to be furnished to the Registered Holder (by first-class mail, postage prepaid to the address set forth on the Company's register) a certificate setting forth (i) the Exercise Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant.

3. Requirements for Transfer.

(a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act.

(b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is a corporation where the transferee of the Warrant is either a wholly owned subsidiary of such corporation or a wholly-owned corporation owned by the same parent entity of such Registered Holder, (ii) a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, (iii) a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that, as a condition to the Company effecting such transfer, the transferee in each case agrees in writing to be subject to the terms of this Section 3.

(c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO AN EXEMPTION THEREFROM OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED."

The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof upon receipt of an opinion of legal counsel satisfactory to the Company to the effect that the Warrant Shares are eligible for resale pursuant to Rule144(k) under the Act.

4. Notices of Record Date, etc. In the event:

(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or

(b) of any Sale; or

(c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the Registered Holders at least ten (10) days prior to the record date specified therein (or such shorter period approved by the holders of Company Warrants (defined in Section 12 below) representing at least 51% of the number of shares of Common Stock then subject to outstanding and unexpired Company Warrants) and at least ten (10) days prior to the effective date of such event specified in clause (b) or (c) hereof (or such shorter period approved by the holders of Company Warrants (defined in Section 12 below) representing at least 51% of the number of shares of Common Stock then subject to outstanding and unexpired Company Warrants) a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such Sale, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such Sale, dissolution, liquidation or winding-up; provided, however, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. Nothing herein shall prohibit the Registered Holder from exercising this Warrant during the period commencing on the date of such notice.

5. Reservation of Stock. The Company covenants that for the duration of the Exercise Period, the Company will at all times reserve and keep available, from its authorized and unissued Common Stock solely for issuance and delivery upon the exercise of this Warrant and free of preemptive rights, such number of Warrant Shares as from time to time shall be issuable upon the exercise of this Warrant. The Company further covenants that it shall, from time to time, take all reasonable steps necessary to increase the authorized number of shares of its Common Stock if at any time the authorized number of shares of Common Stock remaining unissued is insufficient to permit the exercise of this Warrant.

6. Issuance Upon Exercise. All shares of Common Stock issuable upon exercise of this Warrant, upon receipt by the Company of the full Exercise Price therefor, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under any agreement between the Registered Holder and the Company and under applicable state and federal securities laws and regulations, and will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified herein). The Company shall take all reasonable actions as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any securities exchange upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately deli vered by the Company upon each such issuance).

7. Exchange of Warrants. Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, promptly issue and deliver to or upon the order of such Registered Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant.

8. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company, including but not limited to an affidavit of a Registered Holder, of the ownership and loss, theft, destruction or mutilation of any certificate evidencing this Warrant and in the case of loss, theft or destruction, upon delivery of an indemnity agreement of the Registered Holder in form and amount reasonably satisfactory to the Company, or in the case of mutilation, upon surrender and cancellation of such certificate, the Company shall, upon reimbursement of the Company's reasonable incidental expenses, execute and deliver in lieu of such certificate, a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

9. Transfers, etc.

(a) The Company shall maintain a register at its principal executive office containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change.

(b) Subject to the provisions of Section 3 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal executive office of the Company.

(c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

(d) The Company shall not close its books against the transfer of this Warrant or any share of Common Stock issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant. The Company shall from time to time take all such action as may be necessary to ensure that the par value per share of the unissued Common Stock acquirable upon exercise of this Warrant is at all times equal to or less than the Exercise Price then in effect.

10. Mailing of Notices, etc. Any notice, request, demand or other communication required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed given under this Agreement on the earliest of: (a) the date of personal delivery, (b) the date of transmission by facsimile, with confirmed transmission and receipt, (c) two (2) days after deposit with a nationally-recognized courier or overnight service such as Federal Express, or (d) five (5) days after mailing via certified mail, return receipt requested. All notices not delivered personally or by facsimile will be sent with postage and other charges prepaid and properly addressed to the party to be notified at the address listed with the Company and if to the Company:

Chyron Corporation

5 Hub Drive

Melville, New York 11747

Phone: 631-845-2000

Fax: 631-845-3896

Attn: Chief Executive Officer

With a copy to (which does not constitute notice):

Akin, Gump, Strauss, Hauer & Feld, L.L.P.

590 Madison Avenue

New York, NY 10022

Phone: 212-872-1000

Fax: 212-872-1002

Attn: Robert S. Matlin, Esq.

Any party hereto (and such party's permitted assigns) may change such party's address for receipt of future notices hereunder by giving written notice to the Company and the other parties hereto.

11. No Rights or Liabilities as Stockholder. Subject to the provisions of Sections 2 and 4 hereof, until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company, including, without limitation, the right to vote, to receive dividends and other distributions or to receive notice of, or attend meetings of stockholders or any other proceedings of the Company.

12. Amendment or Waiver. This Warrant is one of a series of Warrants issued by the Company, all dated the date hereof and of like tenor, except as to the number of shares of Common Stock subject thereto (collectively, the "Company Warrants"). Any term of this Warrant may be amended or waived upon the written consent of the Company and the holders of Company Warrants representing at least 51% of the number of shares of Common Stock then subject to outstanding Company Warrants; provided that any such amendment or waiver must apply to all Company Warrants then outstanding.

13. Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares. If the Company shall determine not to issue such fractional shares, then any such fractions of shares shall be rounded to the nearest whole number.

14. Successors and Assigns. This Warrant shall be binding upon and inure to the benefit of the Registered Holder and its assigns. The Registered Holder may assign this Warrant or any rights or obligations hereunder so long as such assignment is in compliance with all applicable securities laws.

15. Section Headings. The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties.

16. Counterparts. This Warrant may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

17. Severability. The provisions of this Warrant will be deemed severable and the invalidity or unenforceability of any provision hereof will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Warrant, as applied to any party or to any circumstance, is adjudged by a court, governmental body, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties agree that the court, governmental body, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

18. Titles and Subtitles. The article and section headings contained in this Warrant are inserted for convenience only and will not affect in any way the meaning or interpretation of this Warrant.

19. Third Parties. Nothing in this Warrant, express or implied, is intended to confer upon any person other than the parties hereto and their successors and assigns, any rights or remedies under or by reason of this Warrant.

20. Governing Law. This Warrant and the performance of the transactions and the obligations of the parties hereunder will be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to any choice of law principles.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officers under its corporate seal and to be dated the Date of Issuance hereof.

CHYRON CORPORATION

Name: Roger Henderson

Title: President & Chief Executive Officer

EXHIBIT A

PURCHASE FORM

To: Chyron Corporation	Dated:____________
5 Hub Drive
Melville, NY 11747

The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase _____ shares of the Common Stock covered by such Warrant.

The undersigned herewith makes payment of the full exercise price for such shares at the price per share provided for in such Warrant, which is $________ in lawful money of the United States.

[______________________________]

________________________________

Name:

Title:

Address:_______________________

_______________________

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock covered thereby set forth below, unto:

Name of Assignee	Address	No. of Shares
Dated:_____________________		[___________________________]
		Name:
		Title:
Signature Guaranteed:
By:

The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

EX-4.L

NOTICE OF AMENDMENT

March 11, 2002

You are hereby notified that effective February 28, 2002 (the "Effective Date"), Section 1.1 of each of the 12% Senior Subordinated Convertible Notes due December 31, 2003, Series A 12% Subordinated Convertible Debentures due December 31, 2004 and Series B 12% Subordinated Convertible Debentures due December 31, 2004 issued by Chyron Corporation (the "Company") (collectively, the "Notes") has been amended by the Company so as to eliminate the Company's option to pay interest on the Notes in cash. This amendment is irrevocable. Accordingly, the Company shall only pay interest on the Notes by increasing the amount of principal owed on the Notes for all interest payments to be made after the Effective Date, inclusive of any accrued interest which has not yet been paid. All other terms of the Notes shall remain in full force and effect.

CHYRON CORPORATION

By:./s/ Roger Henderson

Name: Roger Henderson

Title: Chief Executive Officer

EX-10.B

16^th January 2002

The Directors

Chyron UK Holdings Limited

Pro-Bel Limited

Danehill

Lower Early

Reading

Berks.

RG6 4PB

Dear Sirs:

Barclays Bank PLC ("the Bank") is pleased to offer an overdraft facility ("the Facility") up to a gross limit of GBP2,500,000 (two million five hundred thousand pounds sterling) and a net limit of GBP 2,000,000 (two million pounds sterling) to Chyron UK Holdings Limited ('the Parent') and its subsidiaries named below. The Parent and each such subsidiary named below (including any additional subsidiary admitted under paragraph 8 below) are referred to individually as a "Borrower" and collectively as the "Borrowers".

After completion of the acceptance formalities specified in paragraph 14 below, the Facility will be available for drawing by the Borrowers, subject to the terms and conditions stated below.

1. The Facility

The Facility will be available under the Composite Accounting System ("CAS") in accordance with a Composite Accounting Agreement made between the Borrowers and the Bank, subject to the sub-limits stated below. Interest will be chargeable at a margin of 2.25% per annum over the Bank's Base Rate current from time to time. Interest will be calculated on the net indebtedness for the time being owing by the Borrowers under the Facility (after deduction of any credit balances on the CAS Accounts).

Accrued interest will be debited to the relevant CAS Accounts quarterly in arrears on the Bank's normal quarterly charging dates in March, June, September and December of each year, or at such other times as may be determined by the Bank. Interest will accrue from day to day (after as well as before judgement) and be calculated on the basis of actual days elapsed over a 365 day year (or on such other day count basis as the Bank considers is consistent with the then applicable market practice for facilities of this kind).

2. Facility Limits

The gross indebtedness owing by the Borrowers under the Facility (before deduction of any credit balances on the CAS Accounts) shall not at any time exceed the gross facility limit stated above and the net indebtedness owing by the Borrowers under the Facility (after deduction of any such credit balances) shall not at any time exceed the net facility limit stated above.

Each Borrower may utilise the Facility only up to the amount of the individual sub-limit stated below opposite its name:

Name of Borrower:	Sub-Limit:
Pro-Bel Limited	GBP 1,500,000
Letter of allocation to Barclays Paris re Chyron Pro-Bel France SARL	GBP 500,000

3. Availability

All money owing by each Borrower under the Facility is repayable upon written demand by the Bank at any time. Any undrawn amount of the Facility may be cancelled by the Bank at any time. After such demand or cancellation, no further drawing may be made by any Borrower under the Facility.

Any money not paid following a demand under this paragraph shall continue to carry interest as calculated in accordance with paragraph 1. Interest shall, if unpaid, be compounded on the Bank's normal quarterly charging dates. Interest will continue to be charged and compounded on this basis after as well as before judgement.

The Borrowers jointly and severally agree to indemnify the Bank on demand against any loss or expense which the Bank may sustain or incur as a consequence of any such cancellation or demand or any default or delay by a Borrower in the payment of any amount when due under this facility letter.

In the absence of demand or cancellation by the Bank, the Facility is available for utilisation until 31st December 2002 ("the Review Date"). The Bank will be pleased to discuss the Borrowers' future requirements shortly before the Review Date and the Facility may continue for a further period if expressly agreed in writing by the Bank (in its entire discretion without any obligation to do so).

The rights of set-off conferred on the Bank by each Borrower under the CAS Agreement and the CAS Guarantee to which it is a party may be exercised by the Bank without the Bank first making a demand for payment of any liability represented by the debit balance which is to be satisfied by the exercise of such right. The amount for the time being standing to the debit or credit of each CAS Account will be treated, for all purposes of such CAS Agreement and each such CAS Guarantee, as immediately due and payable.

4. CAS Accounts

Each Borrower represents and warrants to the Bank that it is and will remain the beneficial owner of all amounts for the time being standing to the credit of its CAS Account with the Bank. Each Borrower also undertakes that it will not at any time assign, charge or otherwise alienate or encumber any of its rights to such amounts (except in favour of the Bank) or permit any charge or other encumbrance to subsist over such rights.

5. Security and/or Guarantee(s)

The Borrower's obligations hereunder will be secured by any security which is now held, or hereafter may be held, by the Bank to secure all moneys and liabilities which shall from time to time be due, owing or incurred to the Bank by the borrower, whether actually or contingently.

The following security held is held:

• Debenture on Bank standard form dated 18/2/98 in the name of Pro-Bel Limited
• Debenture on Bank standard form dated 2/3/79 in the name of Chyron UK Holdings Limited
• A first legal mortgage on Bank standard form dated 28/8/98 over the premises at Danehill, Lower Earley, Reading in the name of Pro-Bel Limited
• Unlimited CAS Guarantees between the following dated 27/3/98:

1) Pro-Bel Limited

2) Chyron UK Holdings Limited

6. Information

The Parent undertakes to provide the Bank with copies of:

• Audited consolidated profit and loss account and balance sheet as soon as they are available and not later than 180 days from the end of each accounting reference period,

• Quarterly management accounts (March, June, September and December) within 45 days of the quarter end for Chyron Corporation.

• Monthly management accounts for Chyron UK Holdings/Pro-Bel Limited within 30 days of the each month end.

7. Change of Circumstances

In the event of any change in applicable law or regulation or in the existing requirements of, or any new requirements being imposed by, any central bank, governmental, fiscal, monetary, regulatory or other authority in any applicable jurisdiction (whether or not having the force of law) including, without limitation, any resulting from the introduction or operation of the Euro, the result of which, in the sole opinion of the Bank, is to increase the cost (directly or indirectly) to it of funding, maintaining or making available amounts drawn under the Facility (or any undrawn amount of the Facility) or to reduce the effective return to the Bank, then each Borrower shall pay to the Bank such sum as may be certified by the Bank to such Borrower as being necessary to compensate the Bank for such increased cost or such reduction.

8. Authority of Parent to agree changes to the composition of the Borrowers and to extend, renew and/or vary the Facility

By countersigning this facility letter, each Borrower (other than the Parent) irrevocably authorises the Parent (which is hereby appointed the agent of each Borrower for such purposes) from time to time (i) to agree with the Bank in writing to add any further subsidiary or subsidiaries as a Borrower or Borrowers, and/or (ii) to remove any subsidiary as a Borrower, and/or (iii) to extend or renew the Facility, or increase or reduce the limit and (if applicable) sub-limits and the interest margin applicable to the Facility and/or to vary the other terms applicable to the Facility as the Parent may determine, and/or (iv) to sign any document and perform any act on behalf of the Borrowers (or any of them) required to effect or implement any of the foregoing or to record or restate the terms for the time being applicable to the Facility (as extended or renewed if applicable). Each change so agreed by the Parent shall be binding on each Borrower and the Bank may assume that all re quisite approvals (if any) have been obtained by the Parent from the other Borrowers. The authority hereby conferred on the Parent shall continue after the Review Date. The terms applicable to the Facility will continue in full force and effect, save as expressly amended thereby.

Any demand for payment or any other demand or notice to a Borrower may be sufficiently made or given by the Bank to such Borrower by posting it to or leaving it at the Parent's last known place of business or (at the Bank's option) at the Parent's registered office.

9. Admission of a New Participating Subsidiary

The admission of a new subsidiary ("a New Participating Subsidiary") shall take effect at the commencement of the fifth business day after the delivery to the Bank of the following documents in form and substance satisfactory to the Bank:

(a) an agreement supplemental to this facility letter signed by the Parent and the New Participating Subsidiary;

(b) an agreement supplemental to the CAS Agreement signed by the Parent and the New Participating Subsidiary, together with a CAS Guarantee signed by the New Participating Subsidiary and a CAS Guarantee signed by the Parent;

(c) a certified true copy of a resolution of the New Participating Subsidiary's Board of Directors:

(i) accepting the Facility on the terms and conditions stated herein, approving the terms of the documents referred to in sub-paragraphs (a) and (b) above to which the New Participating Subsidiary is a party and authorising a specified person, or persons, to sign and return to the Bank each such document on its behalf;

(ii) authorising the Bank to accept instructions and confirmations in connection with the operation of the Facility signed in accordance with the Bank's mandate current from time to time;

(iii) appointing the Parent to act as agent of the New Participating Subsidiary for the purposes contemplated in paragraph 7 above [and paragraph 12 below];

(d) a certified true copy of a resolution of the Parent's Board of Directors, approving the admission of the new Participating Subsidiary and approving the terms of the documents referred to in sub-paragraphs (a) and (b) above to which the Parent is a party and authorising a specified person, or persons, to sign and return to the Bank each such document on its behalf.

The Bank shall not be bound to admit a new subsidiary under the above procedure if the Bank considers that its admission might result in a breach of Section 151 of the Companies Act 1985 (prohibition of financial assistance by a company for acquisition of its own shares).

10. Fees and Expenses

An arrangement fee of GBP 10,000 will be payable to the Bank on acceptance of this offer.

The Borrowers jointly and severally undertake to reimburse to the Bank on demand on a full indemnity basis (whether or not the Facility is utilised) all valuation and legal fees and other out-of-pocket expenses (including VAT), if any, incurred or chargeable by the Bank in connection with the valuation or revaluation of any security held by the Bank or the enforcement and preservation by the Bank of its rights under this facility letter (and the documents referred to herein) and the Bank may debit such fees and expenses to such accounts of the Borrowers with the Bank as the Bank may determine without further authority from the Borrowers.

11. Miscellaneous

If the UK moves to the third stage of EMU, the Bank shall be entitled to make such changes to this facility letter as it reasonably considers are necessary to reflect the changeover to the Euro (including, without limitation, the rounding (up or down) of fixed monetary amounts to convenient fixed amounts in the Euro and amending any provisions to reflect the market conventions for a facility of the kind contemplated in this facility letter).

12. Interpretation

In this facility letter:

(a) "business day" means a day (excluding Saturdays) on which the Bank is ordinarily open to effect transactions of the kind contemplated in this Facility Letter and, if a payment is to be made in euros, on which such payment system as the Bank chooses is operating for the transfer of funds for the same day value;

(b) "CAS Account" means an account of a Borrower with the Bank within a CAS arrangement for the time being in force between them;

(c) "EMU" means Economic and Monetary Union as contemplated in the Treaty establishing the European Community, as amended from time to time

(d) "Euro" and "E" means the single currency of the participating Member States adopted under Council Regulation (EC) No 974/98;

(e) "indebtedness" includes any obligation for the payment or repayment of money, whether present or future, actual or contingent;

(f) "subsidiary" has the meaning attributed to the expression "subsidiary undertaking" in Section 258 of the Companies Act 1985;

(g) "UK" means the United Kingdom of Great Britain and Northern Ireland.

Reference to any statutory provision includes any amended, extended or re-enacted version of it with effect from the date on which it comes into force. Reference to this facility letter or any other document includes this facility letter or such document as amended, extended, supplemented or restated in any manner from time to time and/or any document which amends, extends, supplements or restates this facility letter or such

document.

13. Governing Law

This facility letter shall be governed by and construed in with English law.

14. Period for Acceptance of this offer

This offer will remain available for a period of one month from the date of this facility letter, after which it will lapse if not accepted by the Borrowers.

15. Acceptance

Prior to the Overdraft being utilised, the Parent shall provide the Branch with the following:

a) The enclosed duplicate of this letter duly signed on each Borrower's behalf.

b) A certified true copy of a Resolution of each Borrower's Board of Directors:

I) Accepting the Overdraft on the terms and conditions stated herein

ii) Authorising a specified person, or persons, to sign and return to the Bank the duplicate of this letter,

iii) Authorising the Bank to accept instructions and confirmations in connection with the operation of the Overdraft signed in accordance with the Bank's signing mandate current from time to time,

(iv) Appointing the Parent to act as agent of the Borrowers for the purpose

contemplated in Clause 6 above.

Yours sincerely

/s/ D E Smith

D E Smith

Associate Director

Barclays Business Support

The borrowing facilities detailed above are accepted on the conditions stated:

For and on behalf of Chyron UK Holdings Limited

Signed:

Board Director /s/ M. J. Knight

M. J. Knight

Board Director/Secretary /s/ P. M. Mayhead

P. M. Mayhead

Date: 08/02/02

The borrowing facilities detailed above are accepted on the conditions stated:

For and on behalf of Pro-Bel Limited

Signed:

Board Director /s/ M. J. Knight

M. J. Knight

Board Director/Secretary /s/ P. M. Mayhead

P. M. Mayhead

Date: 08/02/02

At a meeting of the Board of Directors of Chyron UK Holdings Limited (hereinafter called ''the Company"), duly convened and held:

at.........................................................................................................................(address)

on 8th February 2002 (date)

It was resolved that

1. The company accepts the borrowing facilities offered by Barclays Bank PLC in the attached facility letter, the terms and conditions of which have been exhibited to and accepted by the Board;

2. The acceptance of the facilities is considered to be in the best interest of and to the advantage and further benefit of the company; and

3. The facility letter to Barclays Bank PLC now produced is approved and

M. J. Knight and P. M. Mayhead

be and are hereby authorised to sign the acceptance of the said facility letter o behalf of the company and to bind the company to the terms and conditions stated therein.

Certified to be a true extract from the minutes of directors/general meeting of the company held on the date stated above.

/s/ M. J. Knight CHAIRMAN

M. J. Knight

/s/ P. M. Mayhead

P. M. Mayhead

At a meeting of the Board of Directors of Pro-Bel Limited (hereinafter called ''the Company"), duly convened and held:

at.........................................................................................................................(address)

on. 8^th February 2002 ( date)

It was resolved that

1. The company accepts the borrowing facilities offered by Barclays Bank PLC in the attached facility letter, the terms and conditions of which have been exhibited to and accepted by the Board;

2. The acceptance of the facilities is considered to be in the best interest of and to the advantage and further benefit of the company; and

3. The facility letter to Barclays Bank PLC now produced is approved and

M. J. Knight and. P. M. Mayhead

be and are hereby authorised to sign the acceptance of the said facility letter o behalf of the company and to bind the company to the terms and conditions stated therein.

Certified to be a true extract from the minutes of directors/general meeting of the company held on the date stated above.

/s/ M. J. Knight CHAIRMAN

M. J. Knight

/s/ P. M. Mayhead

P. M. Mayhead

EX-10.K

AMENDMENT NO. 6 TO LOAN AGREEMENT

AMENDMENT AGREEMENT (this "Amendment"), made as of December 26, 2001, between:

AMSOUTH BANK, an Alabama banking corporation (the "Bank"), with an office at 350 Park Avenue, New York, New York 10022, and CHYRON CORPORATION, a New York corporation (the "Borrower"), with its principal place of business at 5 Hub Drive, Melville, New York 11747.

WITNESSETH:

WHEREAS:

(A) The Bank and the Borrower entered into a loan agreement, dated as of March 29, 1999, pursuant to which the Bank made available to Borrower a total credit facility of up to Twelve Million Dollars ($12,000,000) (such agreement, as amended by the amendments described below, referred to hereinafter collectively as the Loan Agreement");

(B) A letter amendment dated November 8, 2000 was signed by and between the Bank and the Borrower, which, among other things, amended Section 7.3 of the Loan Agreement to add a new Section 7.3(iv) with the former Section 7.3(iv) becoming new Section 7.3(v):

(C) An amendment dated March 26, 2001 was signed by and between the Bank and the Borrower pursuant to which, among other things, the Loan Agreement was amended to permit the Borrower to purchase all of the capital stock of Interocity Development Corporation and certain shares of common stock of Video Technics, Inc.;

(D) An amendment dated May 15, 2001 was signed by and between the Bank and the Borrower which, among other things, reduced the Revolving Credit Loans available under Loan Agreement, modified certain financial covenants contained in the Loan Agreement, and extended the term of the Revolving Credit Loans through March 31, 2003;

(E) An amendment dated August 6, 2001 was signed by and between the Bank and the Borrower which, among other things, modified Section 6.1(b) of the Loan Agreement;

(F) An amendment dated November 30, 2001 was signed by and between the Bank and the Borrower which, among other things, modified Sections 4.3(c), 6.1, and 10.4 of the Loan Agreement;

(G) The Borrower and the Bank wish to further amend the Loan Agreement as set forth herein; and

(H) Any capitalized terms not defined herein shall have the meanings ascribed thereto in the Loan Agreement. Reference to Sections and Subsections, unless otherwise indicated, are references to Section and Subsections of the Loan Agreement.

NOW, THEREFORE, in consideration of the mutual conditions and agreements, set forth in this Amendment, and for good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Article 1 Amendment to the Loan Agreement.

Section 1.1 Incorporation By Reference.

This Amendment shall be deemed to an amendment to the Loan Agreement and should not be construed in any way as a replacement or substitution therefor. All of the terms and provisions of this Amendment are hereby incorporated by reference into the Loan Agreement as if such terms and provisions were set forth in full therein.

Section 1.2 Definitions. Section 1 (Definitions) of the Loan Agreement is amended as follows:

(a) The definition of the term "Borrowing Base" is hereby amended in its entirety as follows:

" "Borrowing Base" shall mean the sum of: (a) 80% of the Borrower's Eligible Domestic Accounts Receivable from time to time outstanding less reserves with respect to such Accounts which the Bank may deem necessary in its sole discretion; (b) the lesser of (i) $750,000 or (ii) 80% of the Borrower's Eligible Foreign Accounts Receivable from time to time outstanding less reserves with respect to such Accounts which the Bank may deem necessary in its sole discretion; and (c) the lesser of (i) $1,616,000.00 or (ii) twenty-two percent (22%) of the value of the Borrower's Eligible Inventory from time to time on hand, provided, however, that in the event Borrower's accounts receivable suffer dilution of 15% percent or more, as determined by the Bank in its sole discretion, Bank reserves the right to unilaterally alter the advance rate specified in (a) and (b) above."

(b) The definition of the term Fixed Charge Ratio is hereby amended to read in its entirety as follows:

" "Fixed Charge Ratio" shall mean the ratio of EBITDA to the total of interest and principal due and payable with respect to any Indebtedness of the Borrower plus taxes and actual Capital Expenditures; provided, however, that solely in connection with the determination of the Fixed Charge Ratio, Borrower's expense for the success fee of $184,375.00 payable pursuant to Amendment No. 6 to the Loan Agreement between the Borrower and the Bank, dated as of December 26, 2001, shall not be deducted from net income in determining EBITDA."

(c) The definition of the term "Prime Rate" is hereby amended to read in its entirety as follows:

"Prime Rate" shall mean the rate of interest established from time to time by the Bank as its "prime rate," which rate is not intended to be the lowest rate of interest charged by the Bank to its borrowers.

(d) The definition of the term "Termination Date" is hereby amended by deleting the reference to "March 31, 2003" in its entirety and replacing it with "December 26, 2003."

(e) The definition of the term "Permitted Convertible Debt" is amended by deleting the reference to "7.01" in its entirety and replacing it with "7.1."

(f) The definition of the term EBITDA is added after the definition of "Dollars" as follows:

" "EBITDA" shall mean with respect to any fiscal period of the Borrower, Borrower's net income on a consolidated basis after provisions for income taxes for such fiscal period, as determined in accordance with GAAP and reported on the Borrower's financial statements for such period, excluding any and all of the following which would otherwise be included in such net income: (a) gain or loss arising from the sale of any capital assets except in the ordinary course of business; (b) gain arising from any write-up in the book value of any asset except for any permitted sale or leasehold transaction; (c) earnings of any corporation, partnership or limited liability company, substantially all the assets of which have been acquired by the Borrower in any manner, to the extent realized by such other corporation, partnership or limited liability company prior to the date of such acquisition; (d) earnings of any business entity in which the Borrower has an ownership interest unless (and only to the extent) such earnings shall actually have been received and collected by the Borrower in the form of cash distributions; (e) earnings of any entity to which assets of the Borrower shall have been sold, transferred or disposed of, or into which the Borrower shall have been merged, or which has been a party with the Borrower to any consolidation or other form of reorganization, prior to the date of such transaction; (f) gain arising from the acquisition of debt or equity securities of the Borrower or from cancellation or forgiveness of any debt not previously reflected as an expense; (g) gain or income arising from accretion of any negative goodwill; (h) gain or loss arising from extraordinary items, as determined in accordance with GAAP; and (i) the sum of the provisions for income tax, interest expense, depreciation and amortization expense, and non-recurring, reasonable fees and expenses incurred outside the ordinary course of the Borrower's business for management and board of director services in an amount not to exceed an aggregate of $300,000.00 during each Fiscal Year, in each case, solely to the extent deducted in determining net income for such period."

(g) The definition of the term "Excess Cash Flow" is added after the definition of the term "Event of Default" as follows:

" "Excess Cash Flow" shall mean for any Fiscal Year of the Borrower, EBITDA for such Fiscal Year minus the sum of (i) interest expense of the Borrower paid in cash during such Fiscal Year or deducted in determining Net Income (as such term is defined by GAAP), whether or not such interest was paid, (ii) taxes of the Borrower paid or payable in cash during such Fiscal Year, (iii) Capital Expenditures of the Borrower during such Fiscal Year, (iv) Scheduled Payments made during such Fiscal Year, and (v) the dividends paid by Borrower on its capital stock as permitted by section 7.6 hereof."

(h) The definition of the term "Fiscal Year" is added after the definition of the term "Excess Cash Flow" as follows:

" "Fiscal Year" shall mean the twelve month period ending on December 31 of each year."

(i) The definition of the term "Scheduled Payments" is added after the definition of the term "Revolving Credit Note" as follows:

" "Scheduled Payments" shall mean the payments required pursuant to section 2.9(a)(i) and (ii) hereof."

Section 1.3 Amendment to Section 2.1

Section 2.1 of the Loan Agreement (Revolving Credit Commitment) is amended, by (i) deleting the reference to "$5,272,000.00" in its entirety appearing in clause (i) of Section 2.1 and replacing it with the phrase "$5,275,000.00 less the then outstanding Term Loan Balance"; and (ii) deleting the last sentence of Section 2.1 in its entirety.

Section 1.4 Amendment to Section 2.8

Section 2.8 of the Loan Agreement (Term Loan) is hereby amended in its entirety as follows:

"2.8 Term Loan. Subject to the terms and conditions hereof, the Bank agrees to make a term loan to the Borrower (the "Term Loan") in the principal amount of $2,100,000.00"

Section 1.5 Amendment to Section 2.9

Section 2.9 of the Loan Agreement (Term Note) is hereby amended in its entirety as follows:

"2.9 Term Note; Scheduled Payments; Excess Cash Flow Payments

(a) Scheduled Payments. The Term Loan made by the Bank to the Borrower pursuant to Section 2.8 hereof shall be evidenced by a promissory note of the Borrower substantially in the form of Exhibit "A" to Amendment No. 6 to Loan Agreement between the Bank and the Borrower dated as of December 26, 2001, with appropriate insertions (the "Term Note") and dated the date of the Term Loan. The principal amount of the Term Note shall be payable on the first Business Day of each month as follows: (i) for the period from December 26, 2001 through March 31, 2002, there will be no principal payments, and (ii) for the period of April 1, 2002 through December 1, 2003, the principal payment will be $75,000.00 per month. The final installment equal to the then unpaid balance of the Term Note, together with all interest accrued and unpaid shall be payable on December 26, 2003. The Term Note shall bear interest on the unpaid principal amount thereof from time to time outstanding at a rate per annum equal to the Prime Rate plus 2% (which interest rate shall change when and as the Prime Rate changes). In all cases interest shall be computed on the basis of a 360 day year for actual days elapsed and shall be payable as provided in this Agreement. After any stated or accelerated maturity thereof, the Term Note shall bear interest at the rate set forth in this Agreement.

(b) Excess Cash Flow Payments. Together with the delivery of the financial statements pursuant to section 5.2(a) hereof, and in any event not later than 120 days after the last day of each Fiscal Year of the Borrower (commencing with the Fiscal Year ending on December 31, 2002), twenty five percent (25%) of the Excess Cash Flow of the Borrower for the Fiscal Year then last ended shall be applied as a mandatory payment of principal of the then outstanding principal amount of the Term Loan

Section 1.6 Amendment to Section 6.1

Section 6.1(a) of the Loan Agreement (Minimum Cumulative EBIT) is hereby amended for the fiscal quarter ending March 31, 2002 and thereafter in its entirety as follows:

"(a) Minimum Cumulative EBITDA/EBIT. Maintain at all times during the periods designated below minimum EBITDA or minimum cumulative earnings before interest and taxes ("Minimum EBIT") as follows:

Period	Minimum EBITDA
Q1 2002	$270,000
Q2 2002	$380,000
Q3 2002	$400,000
Q4 2002	$320,000
	Minimum EBIT
Q-1 2003
and thereafter	$2,000,000"

In addition, the parties hereby acknowledge and agree that Borrower's compliance with the minimum EBITDA covenant for Q-4 2001 is waived.

A new section 6.1(c) is added after Section 6.1(b) as follows:

"(c) Fixed Charge Ratio. Beginning with the fiscal quarter ending March 31, 2002, as of end of such quarter, and as of the end of each fiscal quarter thereafter, maintain a Fixed Charge Ratio of no less than 1.0 to 1.0."

Section 1.7 Amendment to Section 7.1.

Section 7.1 of the Loan Agreement (Indebtedness for Borrowed Money) is hereby amended by deleting the reference to "$10 million" in its entirety and replacing it with "$11.5 million."

Section 1.8 Amendment to Section 8.

Section 8 of the Loan Agreement (Events of Default) is hereby amended by adding a new section 8(j) as follows:

" (j) Borrower shall amend, supplement or waive any term of (i) the 8% Series B Subordinated Convertible Debentures, due December 31, 2004, issued by the Borrower, or (ii) the 12% Senior Subordinated Convertible Notes, due December 31, 2003, issued by the Borrower, without the prior written consent of the Bank."

Article 2 Conditions to Effectiveness of this Amendment.

The effectiveness of this Amendment and the obligations of the Bank hereunder shall be subject to the satisfaction of all of the following conditions, as determined by the Bank in its sole discretion:

(a) Representations and Warranties. The representations and warranties made by the Borrower herein or which are contained in any certificate, document or financial or other statement furnished by the Borrower or any Subsidiary at any time under or in connection herewith shall be correct in all material respects.

(b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing.

(c) Guaranty. The Bank shall have received the acknowledgment of Pro-Bel Limited, as set forth at the end of this Amendment, that the guaranty of Pro-Bel Limited in favor of the Bank dated March 29, 1999 remains unmodified and in full force and effect with respect to the Loan Agreement, as amended hereby.

(d) Fund Subordinated Debt. The Borrower shall have collected proceeds in the amount of $2,100,000.00 of convertible subordinated debt (and Borrower hereby represents that such funds have been received by Borrower) on terms and conditions acceptable to the Bank in its sole discretion.

(e) Certificate of Incorporation/Good Standing. The Bank shall have received the following:

(i) a Certificate of good standing for Borrower from the Secretary of State of the State of New York State;

(ii) a copy of the Borrower's certificate of incorporation certified by the Secretary of State of the State of New York State;

(f) Fees. Payment of the fees required pursuant to Section 4.2 of this Amendment.

(g) Additional Matters. All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in form and substance to the Bank and its counsel.

Article 3 Representations and Warranties.

Section 3.1 By Borrower's execution and delivery of this Amendment, Borrower hereby renews and remakes in favor of the Bank, as of the date hereof, all of Borrower's representations, warranties and covenants made in the Loan Documents, with the same effect as if they were made on and as of the date of this Amendment, other than any such representation or warranty which specifically relates to a specified prior date.

Section 3.2 Borrower hereby represents and warrants to the Bank that the execution, delivery and performance of this Amendment has been duly authorized by all necessary and proper action on the part of Borrower, and the execution, delivery and performance by Borrower of this Amendment (i) will not violate any provision of any applicable law or regulation or of any order, writ, judgment, injunction or decree of any governmental authority, (ii) will not violate any provisions of the certificate of incorporation or by-laws of Borrower, and (iii) will not violate any provision of, or constitute a default under, or result in the creation or imposition of any lien on any asset of Borrower (other than the liens in favor of the Bank) pursuant to any contract, agreement or other undertaking to which the Borrower is a party or which is binding upon the Borrower, or upon any of Borrower's assets.

Article 4 Fees.

Section 4.1 Trademark Appraisal Fee.

Borrower hereby agrees to reimburse or pay the Bank, as the case may be, for all costs incurred by the Bank in connection with the conduct of one appraisal of the Borrower's trademarks to be performed on behalf of the Bank by a third-party selected by the Bank in connection with Amendment No. 5 to the Loan Agreement between the Bank and the Borrower dated as of November 30, 2001 and this Amendment. Such payment shall be made promptly following the date on which the Bank makes a written demand therefore. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, the Bank shall have the right to perform appraisals of the Borrower's trademarks and any costs incurred by the Bank in connection therewith shall be born by the Borrower.

Section 4.2 Counsel Fees.

Borrower shall pay, simultaneously with its execution of this Amendment, the Bank's attorneys' fees and expenses (including, without limitation, the fees of any paraprofessionals) in connection with the preparation and execution of this Amendment, all prior amendments (to the extent any such fees and expenses are outstanding) and all other

attorneys' fees and expenses incurred by Bank in connection with its administration of the Loan Agreement, the transactions governed thereby, and the Collateral.

Section 4.3 Success Fee

Borrower shall pay the to the Bank a success fee (the "Success Fee") of $184,375.00 which is deemed to be earned by the Bank upon the execution of this Amendment, and which shall be payable on the earlier to occur of the first anniversary of the date hereof, or the date on which the Obligations are paid in full. If the Borrower fails to pay the Success Fee, or any portion thereof (in addition to constituting an Event of Default following three days' written notice), the obligation to make such payment shall bear interest from the due date at the Post Default Rate. The obligation to pay interest shall not be construed as a waiver of the requirement to pay the Success Fee.

Article 5 Miscellaneous.

Section 5.1 All references in the Loan Agreement and in all of the Loan Documents to the Loan Agreement, shall be deemed to refer to the Loan Agreement as amended hereby.

Section 5.2 The Loan Agreement and all of the Loan Documents shall each be deemed amended, to the extent necessary, to give effect to the provisions of this Amendment.

Section 5.3 As specifically amended herein, the Loan Agreementand all Loan Documents shall remain in full force and effect in accordance with their respective terms.

Section 5.4 Borrower hereby warrants and represents that as of the date hereof, there are no offsets, counterclaims or defenses to its obligations and agreements as they exist as of the date hereof, in each case with respect to the performance of terms Borrower has been required to perform to date, or to the enforcement of the Bank's rights or remedies under the Loan Documents as they exist as of the date hereof and, if and to the extent any of the same exist, they are hereby waived in their entirety, it being acknowledged by each of the Borrower and the Guarantor that each of them has received good, valuable and sufficient consideration therefor.

Section 5.5 Subject to the provisions of the Loan Agreement, this Amendment shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns.

Section 5.6 Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction or prohibited or unenforceable as to any person or entity shall, as to such jurisdiction, person or entity, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions as against any other person or entity.

Section 5.7 This Amendment shall be construed, enforced and interpreted according to the laws of the State of New York without giving effect to its conflicts or choice of laws provisions.

Section 5.8 This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

Section 5.9 Borrower and Bank hereby irrevocably waive all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Amendment, the Loan Agreement or the Loan Documents.

Section 5.10 With regard to all dates and time periods set forth or referred to in this Amendment, time is of the essence.

Section 5.11 This Amendment supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.

[the remainder of the page intentionally blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year first above written.

CHYRON CORPORATION

By: /s/ G. R. Sam Seraphim

Name: G. R. Sam Seraphim

Title: C.F.O.

AMSOUTH BANK

By: /s/ Barry S. Renow

Name: Barry S. Renow

Title: Attorney-in-Fact

The Guarantor hereby acknowledges that its Guaranty dated March 29, 1999 remains unmodified and in full force and effect with respect to the Loan Agreement, as amended by the foregoing Amendment to the Loan Agreement, without any offset, defense or counterclaim.

PRO-BEL LIMITED

By: /s/ I. R. Henderson

Name: I. R. Henderson

Title: C.E.O.

PRO-BEL LIMITED

EX-10.M

AMENDMENT

TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT (the "Amendment"), is being made this 10^th day of January, 2001, between Chyron Corporation, a New York corporation, having its principal offices at 5 Hub Drive, Melville, New York 11747 (the "Company") and Roger Henderson ("Henderson"), an individual residing at Hollytree Cottage, Swallowfield Street, Swallowfield, Berks, United Kingdom.

W I T N E S S E T H :

WHEREAS, the Company and Henderson have entered into an Employment Agreement dated as of July 21, 1999 ("Agreement") pursuant to which Henderson is employed by the Company as its President and Chief Executive Officer; and

WHEREAS, the Company and Henderson wish to amend certain terms and conditions of the Agreement.

NOW THEREFORE, in exchange for good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Except as specifically defined herein, each defined term utilized herein shall have the same meaning ascribed to such term in the Agreement.

2. Section 1 of the Agreement is hereby amended by deleting and replacing "until the second anniversary date of the Commencement Date" with "until June 30, 2002".

3. Section 3(a) of the Agreement is hereby amended by deleting and replacing the annual rate of "$280,404" with "$325,000".

4. A new Section 4(e) is added, and all subsections are accordingly renumbered:

During the Employment Term and for a period of one (1) year following the end of the Employment Term, the Company shall reimburse Henderson for the reasonable fees and expenses of his accountants to the extent such fees and expenses relate to the provision of personal tax planning services to Henderson, the maintenance of Henderson's financial records and assistance in tax reporting for Henderson in the United States and the United Kingdom.

5. Except with respect to the changes effected by this Amendment, the terms and conditions provided in the Agreement shall remain in full force and effect.

6. This Amendment may be effected in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Agreement as of this 10^th day of January, 2001.

CHYRON CORPORATION

By: /s/ Michael Wellesley-Wesley

Michael Wellesley-Wesley

Chairman

/s/ Roger Henderson

Roger Henderson

EX-10.N

April 5, 2001

Roger Henderson

Hollytree Cottage

Swallowfield Street

Swallowfield

U.K.

Re: Amendment to Employment Agreement

Dear Mr. Henderson:

This shall confirm the agreement between you and Chyron Corporation (the "Company") pursuant to which you have agreed to reduce your annual base salary from $325,000 US to $280,000 US effective April 1, 2001 through December 31, 2001 (the "Reduced Amount"). This reduction was done voluntarily for the benefit of the Company and shall not affect the severance due you under the Employment Agreement dated July 21, 1999 and as amended on January 10, 2001 (the "Employment Agreement"). In addition, in the event the Company terminates you "without cause," as defined under the Employment Agreement, then the Reduced Amount shall be due and payable as part of your severance under the Employment Agreement. All other terms of the Employment Agreement shall remain in full force and effect.

All other terms of the Employment Agreement shall remain in full force and effect. Please acknowledge your consent to the above by executing and dating below and returning this letter agreement to me.

Very truly yours,

/s/ Michael Wellesley-Wesley

Michael Wellesley-Wesley

Agreed and Accepted

/s/ Roger Henderson

Roger Henderson

Dated:_____________________

EX-10.O

employment agreement

THIS AGREEMENT (the "Agreement") is being made effective as of the 1st day of October, 1997 between CHYRON CORPORATION, a New York corporation (the "Company"), having its principal offices at 5 Hub Drive, Melville, New York 11747, and JAMES PAUL ("Paul") having an address at 10801 Fawn Drive, Great Falls, VA 22066.

W I T N E S S E T H:

WHEREAS, the Company desires to employ Paul as its Senior Vice President -Human Resources, and Paul desires to become the Company's Senior Vice President - Human Resources, subject to and upon the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Nature of Employment: Term of Employment

.  The Company hereby agrees to employ Paul and Paul agrees to serve the Company as its Senior Vice President - Human Resources, upon the terms and conditions contained herein, for a term commencing on October 1, 1997 (the "Commencement Date") and continuing until June 30, 2001 (the "Employment Term").

2. Duties and Powers as Employee

.

(a) During the Employment Term, Paul shall be employed by the Company as Senior Vice President - Human Resources of the Company. Paul shall devote substantially his full working time to his duties as Senior Vice President - Human Resources of the Company. In performance of his duties, Paul shall report directly to and be subject to the direction of the President and Chief Executive Officer of the Company. As Senior Vice President - Human Resources, Paul shall have all the responsibilities, duties and authority as are generally associated with the position of Senior Vice President - Human Resources, including the managing, directing, and supervising the human resources area of the Company.

(b) Paul shall be based and shall carry out his duties from the principal executive office of the Company. As Senior Vice President - Human Resources, Paul shall also travel in accordance with the reasonable needs of the business which may require him to conduct business for the Company in various locations.

3. Compensation

.

(a) As compensation for his services hereunder, the Company shall pay Paul, during the Employment Term, a salary (the "Base Salary") payable in equal semi-monthly installments at the annual rate of $150,000. Effective on each anniversary of the Commencement Date during the Employment Term, Paul's Base Salary shall be increased, if at all, at the discretion of the President and Chief Executive Officer.

(b) In addition to the Base Salary, and subject to the discretion of the President and Chief Executive Officer, Paul shall receive, as incentive compensation, an annual bonus (the "Incentive Bonus") equal to up to 20% of Base Salary based upon the achievement of certain annual performance criteria to be set at the discretion of the Company's Board of Directors. For calendar 1997, the Incentive Bonus shall be pro-rated from October 1, 1997. The Company shall pay the bonus, if any, to Paul only after the issuance of the results of the annual audit of its books and records by its independent auditors.

(c) Paul shall receive a total of $700.00 a month to cover all automobile expenses incurred in connection with the performance of his duties hereunder.

(d) On October 29, 1997 the Company shall grant Paul options (the "First Options") to purchase 25,000 shares of common stock of the Company, par value, $.01 per share (the "Common Stock"), with an exercise price equal to the closing price for a share of Common Stock as reported on the New York Stock Exchange ("NYSE") for the first date prior to December 31, 1997 that the Compensation Committee of the Board of Directors approves such grant (the "Grant Date"). The First Options shall be treated as incentive stock options to the extent permitted by law and the remainder shall be treated as non-incentive stock options. The First Options shall vest 1/3 upon the Grant Date, 1/3 on the 12 month anniversary of the Grant Date and the remaining 1/3 on the 24 month anniversary of the Grant Date. The First Options shall have a term of ten (10) years from the Grant Date. The First Options shall be subject to the terms of the Company 1995 Stock Option Plan and shall be memorialized in a stock option grant certificate to be issued by the Company.

(e) In addition, the Company shall grant Paul options (the "Second Options") to purchase 25,000 shares of Common Stock one year from the Grant Date (the "Second Grant Date") with an exercise price equal to the closing price for a share of Common Stock as reported on the New York Stock Exchange ("NYSE") for the Second Grant Date. The Second Options shall be treated as incentive stock options to the extent permitted by law and the remainder shall be treated as non-incentive stock options. The Second Options shall vest 1/3 upon the Second Grant Date, 1/3 on the 12 month anniversary of the Second Grant Date and the remaining 1/3 on the 24 month anniversary of the Second Grant Date. The Second Options shall have a term of ten (10) years from the Second Grant Date. The Second Options shall be subject to the terms of the Company 1995 Stock Option Plan and shall be memorialized in a stock option grant certificate to be issued by the Company.

(f) The Company shall pay Paul within ten (10) days from the execution of this Agreement, $30,000 as payment in full for the services he rendered to the Company for the period from July 1997 through September 1997. The payment shall be considered as employment income for all tax purposes. In addition, upon submission of documented expenses for temporary housing incurred by Paul during such period, the Company shall reimburse Paul for all such expenses not to exceed $4,000. The reimbursement shall be made within ten (10) days following the submission of all documented expenses.

4. Expenses; Vacation; Insurance; Other Benefits

(a) Paul shall be entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in the performance of his duties hereunder, upon submission and approval of written statements and bills in accordance with the then regular procedures of the Company.

(b) Paul shall be entitled to fifteen (15) days paid vacation time per annum or such other period as is in accordance with the regular procedures of the Company governing senior executive officers as determined from time to time by the Company's Board of Directors.

(c) Paul shall be entitled to participate in all employee benefit plans and programs of the Company now or hereafter made available to all senior executives of the Company as a group, to the extent eligible, (including, without limitation, each retirement plan, supplemental and excess retirement plans, annual and long-term incentive compensation plans, stock option and purchase plans, group life insurance, accident and death insurance, medical and dental insurance, sick leave, pension plans, disability plans and fringe benefit plans) on a basis which is no less favorable than is made available to any other senior executive of the Company.

5. Representations and Warranties of Employee

.  Paul represents and warrants to the Company that (a) as of the Commencement Date, Paul is under no contractual or other obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder, and (b) Paul is under no physical or mental disability that would hinder his performance of duties under this Agreement.

6. Non-Competition

.

(a) Paul agrees that he will not: (i) during the period he is employed under this Agreement, engage in, or otherwise directly or indirectly be employed by, or act as a consultant to, or be a director, officer, employee, owner, member or partner of, any other business or organization that is or shall then be competing with the Company, (ii) during the period he is receiving payments under Section 9 of this Agreement, engage in, or otherwise directly or indirectly be employed by, or act as a consultant to, or be a director, officer, employee, owner, member or partner of, any other business or organization that is or shall then be competing with the Company, and (iii) for a period of one (1) year after he ceases to be employed by the Company under this Agreement, directly or indirectly, compete with or be engaged in the same business as the Company, or be employed by, or act as consultant to, or be a director, officer, employee, owner, member or partner of, any business or organization whi ch, at the time of such cessation, competes with or is engaged in the same business as the Company, except that in each case the provisions of this Section 6 will not be deemed breached merely (i) because Paul owns not more than five percent (5.0%) of the outstanding common stock of a corporation, if, at the time of its acquisition by Paul, such stock is listed on a national securities exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter market by a member of a national securities exchange; (ii) Paul is a passive investor in any fund in which he has no investment discretion; or (iii) Paul is a senior executive at a company whose business lines include a competing business, provided that Paul has broad management responsibilities of a senior executive at such a company for the overall business operations and is not employed solely or primarily in connection with the portion of such company that operates the competing business lines, and further provided that such competing business lines do not constitute more than 20% of the revenues of such company. For example, Paul would not breach this covenant not to compete by virtue of his being employed as a senior executive at a company such as SONY Corporation or Philips Corporation, or any affiliate or either, whose business and operations include competing business lines that generate revenues less than 20% of the revenues of the business entity or division or his employer, provided that he exercises broad management responsibilities over aspects of all such businesses and operations of his employer and other executives have primary responsibility for the management of the competing business lines.

(b) It is the intent of the parties to this Agreement that the provisions of this Section 6 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portions of this Section 6 shall be adjudicated to be invalid or unenforceable, such provisions or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provisions or portions in the particular jurisdiction in which such adjudication is made.

(c) The parties acknowledge that damages and remedies at law for any breach of this Section 6 will be inadequate and that the Company shall be entitled to specific performance and other equitable remedies (including injunction) and such other relief as a court or tribunal may deem appropriate in addition to any other remedies the Company may have.

7. Patents; Copyrights

.  Any interest in patents, patent applications, inventions, copyrights, developments, and processes ("Such Inventions") which Paul now or hereafter during the period he is employed by the Company may own or develop relating to the fields in which the Company may then be engaged shall belong to the Company; and forthwith upon request of the Company, Paul shall execute all such assignments and other documents and take all such other action as the Company may reasonably request in order to vest in the Company all his right, title, and interest in and to Such Inventions, free and clear of all liens, charges and encumbrances. The Company will reimburse Paul for any reasonable fees and expenses (including fees and expenses of counsel) incurred by Paul in connection with executing such assignments and documents and taking any such action at the request of the Company.

8. Confidential Information

.  All confidential information which Paul may now possess or may obtain during the Employment Term relating to the business of the Company shall not be published, disclosed, or made accessible by him to any other person, firm, corporation or entity during the Employment Term or anytime thereafter without the prior written consent of the Company; provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public, other than as a result of Paul's breach of this covenant, and shall not preclude Paul from disclosing any such information to the extent such disclosure is required by law, disclosure would in the reasonable judgment of Paul be in the best interest of the Company or is reasonably necessary in order to defend Paul or to enforce Paul's rights under this Agreement in connection with any action or proceeding to which the Company or its affiliates is a party. Paul shall return all tangible evidence of such confidential information to the Company prior to or at the termination of his employment.

9. Termination

.

(a) Notwithstanding anything herein contained, if on or after the date hereof and prior to the end of the Employment Term, Paul is terminated "For Cause" (as defined below) then the Company shall have the right to give notice of termination of Paul's services hereunder as of a date to be specified in such notice, and this Agreement shall terminate on the date so specified. Termination "For Cause" shall mean Paul shall: (i) be convicted of a felony crime, (ii) willfully commit any act or willfully omit to take any action in bad faith and to the material detriment of the Company, (iii) commit an act of active and deliberate fraud against the Company, or (iv) materially breach any term of this Agreement and fail to correct such breach within ten (10) days after written notice of the commission thereof. In the event that this Agreement is terminated "For Cause", then Paul shall be entitled to receive only his Base Salary at the rate provided in Section 3 to the date on which termination sha ll take effect.

(b) In the event that Paul shall be physically or mentally incapacitated or disabled or otherwise unable fully to discharge his duties hereunder for a period of ninety (90) consecutive days, then this Agreement shall terminate upon an additional ninety (90) days written notice to Paul, and no further compensation shall be payable to Paul, except as may otherwise be provided under any disability insurance policy and that pro rata portion of the Base Salary not previously paid through the date of termination.

(c) In the event that Paul shall die, then this Agreement shall terminate on the date of Paul's death, and no further compensation shall be payable to Paul, except as may otherwise be provided under any insurance policy or similar instrument and that pro rata portion of the Base Salary not previously paid through the date of termination.

(d) If Paul's employment is terminated by the Company other than pursuant to subparagraphs 9(a), 9(b) or 9(c) hereof, Paul shall be entitled to receive from the Company: (i) the Base Salary for the period equal to the lesser of 18 months from the date of termination or the balance of the Employment Term following the date of termination, (ii) the Incentive Bonus payments, or pro rata portion(s) thereof as would be due under this Agreement had the termination not occurred, for the period equal to the lesser of 18 months from the date of termination or the balance of the Employment Term following the date of termination; (iii) all Options under this Agreement, whether or not vested at the time of the termination; (iv) all benefits to which Paul is entitled under this Agreement for the period equal to the lesser of 18 months from the date of termination or the balance of the Employment Term following the date of termination; (v) any accrued but unpaid Base Salary and/or Incentive Bonus; an d (vi) any previously incurred but unpaid business expenses and/or other amounts due under paragraph 4 of this Agreement.

(e) If Paul's employment with the Company shall terminate as a result of the Company's election not to extend or renew the Employment Term, Paul shall be entitled to receive an amount, payable in a lump sum within five (5) business days following the expiration of this Agreement, equal to the sum of (i) any accrued but unpaid compensation to the date of termination, (ii) any accrued but unpaid Incentive Bonus payments, or any pro rata portion thereof (by way of example, if this Agreement expires by its terms on June 30, 2001, Paul shall receive 50% of his Incentive Bonus payment for calendar year 2001), and (iii) any previously incurred but unpaid business expenses and/or other amounts due under Paragraph 4 of this Agreement.

(f) Paul shall not be required to mitigate amounts payable pursuant to this Paragraph 9 by seeking other employment or otherwise and the amounts payable to Paul hereunder in connection with the termination of employment, expiration of this Agreement or enforcement of Noncompete Rights shall not be reduced by amounts earned by, or paid to, Paul following the conclusion of the Employment Term, except to the extent certain benefits terminate upon reemployment as provided in Paragraph 9(d), above.

(g) Nothing contained in this Paragraph 9 shall be deemed to limit any other right the Company may have to terminate Paul's employment hereunder upon any ground permitted by law.

10. Survival

.  The covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive Paul's termination of employment, irrespective of any investigation made by or on behalf of any party.

11. Modification

.  This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by each party.

12. Notices

.  Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person or mailed by certified mail, return receipt requested, or delivered against receipt to the party to whom it is to be given at the address of such party set forth in the preamble to this Agreement (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 12). In the case of a notice to the Company, a copy of such notice (which copy shall not constitute notice) shall be delivered to Camhy Karlinsky & Stein LLP, 1740 Broadway, 16th Floor, New York, New York 10019-4315, Attn. Robert S. Matlin, Esq. In the case of notice to Paul or his estate, a copy of such notice (which copy shall not constitute notice) shall be delivered to Fein & Jakab, 233 Broadway, Suite 930, New York, New York 10279, Attn. Peter Jakab, Esq. Any notice or other communication given by certified ma il shall be deemed given at the time of certification thereof, except for a notice changing a party's address which shall be deemed given at the time of receipt thereof.

13. Waiver

.  Any waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in writing.

14. Binding Effect

.  Paul's rights and obligations under this Agreement shall not be transferable by assignment or otherwise, such rights shall not be subject to encumbrance or the claims of Paul's creditors, and any attempt to do any of the foregoing shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of Paul and his heirs and personal representatives, and shall be binding upon and inure to the benefit of the Company and its successors and its assigns.

15. Headings

.  The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

16. Counterparts; Governing Law

.  This Agreement may be executed in any number of counterparts (and by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the rules governing the conflicts of laws.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

CHYRON CORPORATION

By /s/ Edward Grebow

Name: Edward Grebow

Title: President and Chief Executive

Officer

/s/ James Paul

JAMES PAUL

EX-10.P

AMENDMENT

TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT (the "Amendment"), is being made this 10th day of January, 2001, effective as of January 1, 2001, between Chyron Corporation, a New York corporation, having its principal offices at 5 Hub Drive, Melville, New York 11747 (the "Company") and James Paul ("Paul"), an individual residing at 100 Lucinda Drive, Babylon, New York 11702.

W I T N E S S E T H :

WHEREAS, the Company and Paul have entered into an Employment Agreement dated as of October 11, 1997 ("Agreement") pursuant to which Paul was employed by the Company as its Senior Vice President-Human Resources;

WHEREAS, the Company wishes to promote Paul to Executive Vice President and a member of the office of the Chief Executive Officer and Paul wishes to accept such promotion; and

WHEREAS, the Company and Paul wish to amend certain additional terms and conditions of the Agreement.

NOW THEREFORE, in exchange for good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Except as specifically defined herein, each defined term utilized herein shall have the same meaning ascribed to such term in the Agreement.
2. The phrase "Senior Vice President - Human Resources" shall be deleted in each instance and replaced with "Executive Vice President and member of the office of the Chief Executive Officer".
3. Section 1 of the Agreement is hereby amended by deleting and replacing "June 30, 2001" with October 30, 2002".
4. Section 2(a) of the Agreement is hereby deleted in its entirety and replaced with the following:

(a) During the Employment Term, Paul shall be employed by the Company as Executive Vice President of the Company and shall be a member of the office of the Chief Executive Officer. Paul shall devote substantially his full working time to his duties as Executive Vice President of the Company. In performance of his duties, Paul shall report directly to and be subject to the direction of the President and Chief Executive Officer of the Company. As Executive Vice President, Paul shall have all the responsibilities, duties and authority as are generally associated with the position of Executive Vice President as determined by the Chief Executive Officer.

5. Section 3(a) of the Agreement is hereby amended by deleting and replacing the annual rate of "$150,000" with "$215,000".
6. Section 3(b) of the Agreement is hereby amended by deleting and replacing "20%" with "30%".
7. Section 3(c) of the Agreement is hereby amended by deleting and replacing "$700.00" with "$850.00".
8. Section 4(b) of the Agreement is hereby amended by deleting and replacing "fifteen (15)" with "twenty (20)".
9. Section 12 of the Agreement is hereby amended by deleting and replacing "Camhy Karlinsky & Stein LLP, 1740 Broadway, 16^th Floor, New York, New York 10019-4315" with "Akin, Gump, Strauss, Hauer & Feld, L.L.P., 590 Madison Avenue, 20^th Floor, New York, New York 10022"; and by deleting and replacing "Fein & Jakab, 233 Broadway, Suite 930, New York, New York 10279, Attn. Peter Jakab, Esq." with "Walter Bliss, Esq., c/o 100 Lucinda Drive, Babylon, New York 11702 (or to such other address as Paul shall have furnished in writing in accordance with the provisions of this Section 12)".
10. Except with respect to the changes effected by this Amendment, the terms and conditions provided in the Agreement shall remain in full force and effect.
11. This Amendment may be effected in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Agreement as of this 10th day of January, 2001.

CHYRON CORPORATION

/s/Roger Henderson

Roger Henderson

President and Chief Executive Officer

/s/James Paul

James Paul

EX-10.Q

November 27, 2001

Jim Paul

100 Lucinda Drive

Babylon, New York 11702

Re: Amendment to Employment Agreement

Dear Mr. Paul:

This shall confirm the agreement between you and Chyron Corporation (the "Company") pursuant to which you have agreed to reduce your annual base salary from $215,000 to $185,000 effective April 1, 2001 through December 31, 2001 (the "Reduced Amount"). This reduction was done voluntarily for the benefit of the Company and shall not affect the severance due you under the Employment Agreement dated October 1, 1997 and as amended on January 10, 2001 (the "Employment Agreement"). In addition, in the event the Company terminates you "without cause," as defined under the Employment Agreement, then the Reduced Amount shall be due and payable as part of your severance under the Employment Agreement. All other terms of the Employment Agreement shall remain in full force and effect.

If the Employment Agreement is no longer in effect and at such time your employment by the Company is terminated without cause, as defined under the Employment Agreement, then you will be entitled to receive the Reduced Amount in addition to any other severance owed to you by the Company.

Please acknowledge your consent to the above by executing and dating below and returning this letter agreement to me.

Very truly yours,

/s/ Roger Hendersen

Roger Hendersen

Agreed and Accepted

/s/ Jim Paul

Jim Paul

Dated:11/27/01

EX-23

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-50927) of our report dated March 20, 2002, relating to the consolidated financial statements and consolidated financial statement schedule of Chyron Corporation, appearing on page 41of this Annual Report on Form 10-K dated April 1, 2002.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Melville, New York

April 1, 2002