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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Under Rule 14a-12

GraphOn Corporation
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(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

GRAPHON CORPORATION
400 Cochrane Circle
Morgan Hill, California 95037

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Notice of 2001 Annual Meeting of Stockholders
to be held on May 16, 2001

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TO THE STOCKHOLDERS OF GRAPHON CORPORATION:

NOTICE IS GIVEN that the 2001 annual meeting of stockholders of GraphOn
Corporation will be held at the Inn at Morgan Hill, in the Monterey Room,
16115 Condit Road, Morgan Hill, California, on Wednesday, May 16, 2001 at the
hour of 9:30 a.m., for the following purposes:

I. To elect two directors to Class II of the board of directors to serve
for a three-year term.

II. To amend our 1998 Stock Option/Stock Issuance Plan to increase the
number of shares of common stock available thereunder from 2,930,400 to
3,655,400.

III. To ratify the selection of BDO Seidman, LLP as our independent
auditors for the fiscal year ending December 31, 2001.

IV. To transact such other business as may properly come before the
meeting.

Only stockholders of record at the close of business on April 16, 2001 are
entitled to notice of, and to vote at, the meeting or any adjournment thereof.

/s/ William Swain
William Swain
Secretary

Morgan Hill, California
April 17, 2001

Whether or not you plan to attend the meeting, please sign and date the
enclosed proxy, which is solicited by our board of directors, and promptly
return it in the pre-addressed envelope provided for that purpose. Any
stockholder may revoke his or her proxy at any time before the meeting by
giving written notice to such effect, by submitting a subsequently dated
proxy, or by attending the meeting and voting in person.

GRAPHON CORPORATION
400 Cochrane Circle
Morgan Hill, California 95037

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PROXY STATEMENT

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INTRODUCTION

This proxy statement is being mailed on or about April 17, 2001 to all
stockholders who held our common stock at the close of business on April 16,
2001 in connection with the solicitation by our board of directors of proxies
for the 2001 annual meeting of stockholders to be held at the Inn at Morgan
Hill, in the Monterey Room, 16115 Condit Road, Morgan Hill, California, on
Wednesday, May 16, 2001, at 9:30 a.m.

Solicitation of Proxies

Who is soliciting my vote and how is the solicitation financed?

This proxy solicitation is being made by GraphOn Corporation. Proxies are
being solicited by mail, and all expenses of preparing and soliciting such
proxies will be paid by us. We have also arranged for reimbursement, at the
rate suggested by The Nasdaq Stock Market, Inc., of brokerage houses,
nominees, custodians and fiduciaries for the forwarding of proxy materials
to the beneficial owners of shares held of record. Proxies may also be
solicited by our directors, officers and employees, but such persons will
not be specifically compensated for such services.

When was the proxy statement mailed to stockholders?

This proxy statement was first mailed to stockholders on or about April 17,
2001.

Can I attend the meeting?

All persons or entities who held shares of our common stock on April 16,
2001 can attend the meeting. If your shares are held through a broker and
you would like to attend the meeting, please bring a copy of your brokerage
account statement or an omnibus proxy (which can be obtained from your
broker) and you will be permitted to attend the meeting.

Issues Submitted for Voting

On what issues am I voting?

. election of two directors to Class II of the board of directors to serve
for a three-year term;

. amendment of our 1998 Stock Option/Stock Issuance Plan to increase the
number of shares of common stock available thereunder from 2,930,400 to
3,655,400; and

. ratification of the selection of BDO Seidman, LLP as our independent
auditors for the fiscal year ending December 31, 2001.

Our board does not now know of any other matter that may be brought before
the meeting.

What if unanticipated business arises for vote at the meeting?

In the event that any other matter should come before the meeting, or
either of the director nominees should not be available for election, the
persons named as proxy will have authority to vote, in their discretion,
all proxies not marked to the contrary as they deem advisable.

Manner of Voting

How do I cast my vote?

Sign and date each proxy card you receive and return it in the prepaid
envelope. If you return your signed proxy card but do not mark the boxes
showing how you wish to vote, your shares will be voted FOR the election of
the director nominees as well as FOR the two other proposals.

What if my shares are held through a bank or broker?

Stockholders who hold their shares through a bank or broker can also vote
via the Internet or telephone if these options are offered by the bank or
broker.

May I revoke my proxy?

Any stockholder may revoke his or her proxy, whether (s)he votes by mail,
the Internet or telephone, at any time before the meeting, by written
notice to such effect received by us at the address set forth above,
attn: corporate secretary, by delivery of a subsequently dated proxy, or by
attending the meeting and voting in person.

Who will count the votes?

Representatives of our transfer agent, American Stock Transfer & Trust
Company, will count the votes.

Is my vote confidential?

Proxy cards, ballots and voting tabulations that identify individual
stockholders are mailed or returned directly to the transfer agent and are
handled in a manner that protects your voting privacy. Your vote will not
be disclosed except as needed to permit the transfer agent to tabulate and
certify the vote and as required by law. Additionally, all comments written
on the proxy card or elsewhere will be forwarded to management. Your
identity will be kept confidential, unless you ask that your name be
disclosed.

Votes Required

How many shares can vote?

Only stockholders who owned our common stock as of April 16, 2001 can cast
votes on the proposals raised at this annual meeting. The total number of
shares of our common stock outstanding as of the April 16, 2001 record date
was 14,785,296. The common stock is our only class of securities entitled
to vote, each share being entitled to one non-cumulative vote. A list of
stockholders of record as of April 16, 2001 will be available at our
offices, 400 Cochrane Circle, Morgan Hill, California, for a period of ten
days prior to the meeting and at the meeting itself, for examination by any
stockholder.

How many shares are required for the adoption of a proposal?

A majority of our shares of common stock outstanding and entitled to vote
as of April 16, 2001 (i.e., 7,392,649 shares) constitutes a quorum and must
be present at the meeting, in person or by proxy, for the meeting to be
held for the transaction of business. If you submit a properly executed
proxy card, even if you abstain from voting, then you will be considered
part of the quorum. Broker non-votes (proxies received from brokers who, in
the absence of specific voting instructions from beneficial owners of
shares held in brokerage name, have declined to vote such shares) will be
counted as part of the quorum. However, broker non-votes will not be
counted for purposes of determining whether a proposal has been approved.
Abstentions, on the other hand, will be counted in the tabulation of votes
cast on each of the proposals presented. An abstention has the same effect
as a vote AGAINST a proposal.

In the election of the two Class II directors, the two candidates receiving
the highest number of affirmative votes will be elected as Class II
directors. To be adopted, each of the two other proposals must receive the
affirmative vote of the holders of a majority of our shares of common stock
present and voting, in person or by proxy.

Stockholder Proposals for the 2002 Annual Meeting

When are stockholder proposals for the 2002 annual meeting due?

All stockholder proposals to be considered for inclusion in next year's
proxy statement must be submitted in writing to William Swain, our
Secretary, at our address prior to December 18, 2001.

PROPOSAL I

ELECTION OF DIRECTORS

The members of our board of directors are divided into three classes. The
members of one class are elected at each annual meeting of stockholders to
hold office for a three-year term and until successors of such class members
have been elected and qualified. The respective members of each class are set
forth below:

. Class I: Vacant (one person; term expires 2003)

. Class II: Robert Dilworth and August Klein (current nominees; terms
expire 2001)

. Class III: Walter Keller and Robin Ford (terms expire 2002)

Two directors are to be elected at this meeting to serve for a term of three
years or until their respective successors are elected and qualified.

Nominees for Election at the 2001 Annual Meeting Whose Terms Expire in 2004
(Class II)

Robert Dilworth, age 59, has served as one of our directors since July 1999
and of GraphOn Corporation, a California corporation ("GraphOn-CA"), between
July 1998 and July 1999. Mr. Dilworth was appointed our Chairman in December
1999. He served as CEO of Metricom, Inc. from 1987 to 1998. Metricom is a
leading provider of wireless data communication and network solutions. Prior
to joining Metricom, from 1985 to 1987, Mr. Dilworth served as President of
Zenith Data Systems Corporation, a microcomputer manufacturer. Earlier
positions include CEO and President of Morrow Designs, CEO at Ultramagnetics,
Group Marketing and Sales Director of Varian Associates Instruments Group,
Director of Minicomputer Systems at Sperry Univac and Vice President of
Finance and Administration at Varian Data Machines. Mr. Dilworth is also a
director of Metricom, eOn Communications, Mobility Electronics, Transcept
Corporation, Yummy Interactive and Get2Chip.com, Inc.

August P. Klein, age 64, has served as one of our directors since July 1999
and of GraphOn-CA between August 1998 and July 1999. Mr. Klein has been, since
1995, the founder, CEO and Chairman of the Board of JSK Corporation. From 1989
to 1993, Mr. Klein was founder and CEO of Uniquest, Inc., an object-oriented
application software company. From 1984 to 1988, Mr. Klein served as CEO of
Masscomp, Inc., a developer of high performance real time mission critical
systems and UNIX-based applications. Mr. Klein has served as Group Vice
President, Serial Printers at Data Products Corporation and President and CEO
at Integral Data Systems, a manufacturer of personal computer printers. From
1957 to 1982, he was General Manager of the Retail Distribution Business Unit
and Director of Systems Marketing at IBM. Mr. Klein is a director of QuickSite
Corporation and has served as a trustee of the Computer Museum in Boston,
Massachusetts since 1988. Mr. Klein holds a B.S. in Mathematics from St.
Vincent's College.

Current Directors Whose Terms Expire in 2002 (Class III)

Walter Keller, age 50, has served as one of our directors and as our
President and Chief Executive Officer since July 1999 and of GraphOn-CA
between 1982 and July 1999. Mr. Keller served as Chairman of GraphOn-CA
between 1982 and July 1999, and as our Chairman between July 1999 and December
1999. Mr. Keller was Chief Financial Officer of GraphOn-CA from 1991 until
February 8, 1999. Prior to the founding of GraphOn-CA in 1982, Mr. Keller's
experience included executive staff and senior level management, sales and
engineering positions at United Technologies Corporation and Honeywell Inc.
Mr. Keller is a member of the Society of

Professional Engineers and holds a B.S. in Mechanical Engineering and a M.S.
in Electrical Engineering from Santa Clara University in Santa Clara, CA. Mr.
Keller is the husband of Ms. Ford.

Robin Ford, age 51, has served as one of our directors since July 1999 and
of GraphOn-CA between 1982 and July 1999. Since January 2001, Ms. Ford has
served as our Executive Vice President, Investor Relations and Public
Relations. Ms. Ford served as our Executive Vice President, Marketing and
Sales from July 1999 through December 2000, and of GraphOn-CA between 1996 and
July 1999. Ms. Ford was Vice President, Marketing and Sales of GraphOn-CA from
1991 to 1996 and held various positions in sales and marketing at GraphOn-CA
from 1983 to 1991. Ms. Ford was a director of GraphOn-CA from October 1991 to
June 1999. Prior to joining GraphOn-CA, Ms. Ford held various sales management
and technical positions at Intel Corporation, National Semiconductor
Corporation and Grid Systems Corporation. Ms. Ford is the wife of Mr. Keller.

Director Whose Term Expires in 2003 (Class I)

Our Class I seat, which would have a term expiring in 2003, is currently
vacant, Marshall Phelps having resigned from the board. We are currently
conducting a search for a qualified person to fill this vacancy.

Board of Directors and Committees

Our business is managed under the direction of our board of directors. Our
board consists of three classes of directors that are elected for alternating
terms of three years, whereby one class comes up for re-election each year at
the annual meeting of stockholders.

During 2000, our board of directors met a total of six times. All of our
directors attended all of the meetings of the board of directors and the
committees on which they served during the period of time that such person so
served.

We have established an audit committee that recommends the selection of our
independent auditors to the board, reviews the scope of their audit policies,
reviews our annual audited financial statements and oversees our system of
internal controls. The audit committee also evaluates the performance and
independence of our auditors. The functions of the audit committee are shown
in our Audit Committee Charter, attached as Appendix I to this proxy
statement. The audit committee currently consists of two directors: Messrs.
Dilworth and Klein. The audit committee met once during 2000. See "Report of
Audit Committee" below.

We have established a compensation committee that reviews and approves the
compensation and benefits for our executive officers, administers our stock
plans and performs other duties as may from time to time be determined by our
board. The compensation committee currently consists of two directors: Messrs.
Dilworth and Klein. The compensation committee met twice during 2000.

We have not established a nominating committee. Nominees for election as
directors are selected by our board of directors.

Director Compensation

Our non-employee directors are compensated as follows:

. $6,000 annual retainer payable at the beginning of each quarter;

. $1,000 per board meeting fee payable at each meeting for each attendee;
and

. $500 per committee meeting fee payable at each meeting for each attendee.

Such non-employee directors are also eligible for the grant of options under
our stock option plans on the same basis as that of employees. We provide an
assistant to Mr. Dilworth. Our cost for Mr. Dilworth's assistant during the
year ended December 31, 2000 was $45,043.

PROPOSAL II

AMENDMENT OF OUR 1998 STOCK OPTION/STOCK ISSUANCE PLAN

Our 1998 Stock Option/Stock Issuance Plan is intended to promote our
interests by providing eligible persons with the opportunity to acquire a
proprietary interest, or otherwise increase their proprietary interest, in us,
as an incentive for them to remain in our service. The 1998 plan was adopted
by our board on June 23, 1998 and approved by our stockholders on June 23,
1998. The 1998 plan was amended by our board of directors on February 2, 2000
to increase the number of shares of common stock available thereunder from
2,230,400 to 2,930,400. That amendment was approved by our stockholders on
June 7, 2000 at our 2000 Annual Meeting.

Pursuant to the current terms of the 1998 plan, 2,930,400 shares of common
stock may be issued to our officers and other employees, our non-employee
board members and independent consultants in our service. However, in no event
may any one participant in the 1998 plan receive option grants or direct stock
issuances for more than 278,800 shares of common stock in the aggregate per
calendar year. Our stockholders are being asked to approve an amendment to the
1998 plan to increase the number of shares of common stock available
thereunder from 2,930,400 to 3,655,400.

The shares of common stock reserved for issuance under the 1998 plan are
made available from authorized but unissued common stock or from shares of
common stock reacquired by us, including shares repurchased on the open
market. Should an option expire or terminate for any reason prior to exercise
in full, the shares subject to the portion of the option not so exercised will
be available for subsequent issuance under the 1998 plan. Unvested shares
issued under the 1998 plan and subsequently repurchased by us will be added
back to the share reserve and will accordingly be available for subsequent
issuance under the 1998 plan.

As of April 16, 2001, options for 2,216,536 shares of common stock were
outstanding under the 1998 plan, options for 118,780 shares of common stock
had been exercised and an additional 248,157 of the shares which had been
issued directly under the stock issuance program remained outstanding. Without
giving effect to the approval of the proposed amendment to the 1998 plan,
346,927 shares of common stock remained available for future issuance under
the 1998 plan as of April 16, 2001.

Our compensation committee has exclusive authority to administer the 1998
plan with respect to option grants and stock issuances made to our executive
officers and non-employee board members. The compensation committee and a
secondary committee of one or more board members will each have separate but
concurrent authority to make option grants and stock issuances under those
programs to all other eligible individuals. The term "plan administrator," as
used in this description of the 1998 plan, will mean either the compensation
committee or the secondary committee, to the extent each such entity is acting
in its capacity as administrator of the 1998 plan.

The plan is divided into two separate components:

. the option grant program under which eligible individuals may, at the
discretion of the plan administrator, be granted options to purchase
shares of common stock at an exercise price not less than 85% of their
fair market value on the grant date; and

. the stock issuance program under which such individuals may, at the
discretion of the plan administrator, be issued shares of common stock
directly through the purchase of vested or unvested shares at a price not
less than 85% of their fair market value at the time of issuance or as a
fully-vested bonus for past services rendered to us.

The shares subject to each option granted under the option grant program and
unvested shares issued under the stock issuance program will vest in one or
more installments over the recipient's period of service with us. However, no
vesting schedule will be at a rate less than 20% per year, with the initial
vesting to occur no later than one year after the grant date of the option or
the issue date of the unvested shares. No granted option may

have a term in excess of ten years, and each granted option will be subject to
earlier termination within a designated period following the optionee's
cessation of service with us.

The exercise price may be paid in cash or in shares of common stock. Options
may also be exercised for vested shares through a same-day sale program,
pursuant to which a designated brokerage firm effects the immediate sale of
those shares and pays over to us, out of the sale proceeds available on the
settlement date, sufficient funds to cover the exercise price for the
purchased shares. In addition, the plan administrator may provide financial
assistance to one or more participants in connection with the exercise of
their outstanding options or the purchase of their unvested shares by allowing
such individuals to deliver a full-recourse, interest-bearing promissory note
in payment of the exercise or purchase price and any associated withholding
taxes incurred in connection with such exercise or purchase.

The plan administrator has the authority to effect the cancellation of
outstanding options under the option grant program in return for the grant of
new options for the same or different number of option shares with an exercise
price per share based upon the fair market value of the common stock on the
new grant date.

Our board may amend or modify the 1998 plan at any time. The 1998 plan will
terminate on June 22, 2007, unless sooner terminated by our board or in
connection with an acquisition of us in which the 1998 plan is not assumed by
the acquiring entity.

The 1998 plan was amended by our board of directors on February 7, 2001 to
increase the number of shares of common stock available thereunder from
2,930,400 to 3,655,400, subject to the approval of our stockholders. We
believe that we have been successful in the past in attracting and retaining
qualified employees, officers and directors in part because of our ability to
offer such persons options to purchase common stock. We believe that the
increase in the number of shares reserved for issuance pursuant to the 1998
plan is necessary for us to continue to attract and retain qualified
employees, officers and directors. No options have been granted with respect
to these increased shares.

Assuming approval of the proposed amendment to the 1998 plan and after
giving effect thereto, as of April 16, 2001 there would be 1,071,927 shares of
common stock available for issuance under the 1998 plan.

Board Recommendation

The affirmative vote of the holders of a majority of our shares of common
stock present and voting, in person or by proxy, at the meeting is required
for approval of this proposal. Our board recommends a vote FOR such proposal.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information for the fiscal years ended
December 31, 1998, 1999 and 2000 concerning compensation we paid to our Chief
Executive Officer and our other executive officers whose total annual salary
and bonus exceeded $100,000 for the year ended December 31, 2000.

Long Term
Compensation
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Annual Number of
Compensation Shares of Common
Name and Principal Fiscal ---------------- Stock Underlying All Other
Position Year Salary Bonus Options Compensation (1)
------------------ ------ -------- ------- ---------------- ----------------

Walter Keller........... 2000 $176,590 $45,940 -- $1,000
President and Chief 1999 140,000 -- 150,000 --
Executive Officer 1998 135,181 -- -- --

Robin Ford.............. 2000 $141,860 $30,625 -- $1,000
Executive Vice 1999 130,000 -- 150,000 --
President,
Marketing and Sales 1998 141,960 -- -- --

William Swain (2)....... 2000 $132,100 $28,715 245,000 $1,000
Chief Financial Officer 1999 -- -- -- --
and
Secretary 1998 -- -- -- --

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(1) Company matching contribution to the 401(k) Plan.

(2) Mr. Swain joined our company in March 2000.

Option Grants in Last Fiscal Year

The following table shows the stock option grants made to the executive
officers named in the Summary Compensation Table during the 2000 fiscal year:

Per Cent of
Total Options
Number of Shares of Granted to Per Share
Common Stock Underlying Employees In Exercise Expiration
Name Options Granted (1) Fiscal Year Price (2) Date
---- ----------------------- ------------- --------- ----------

Walter Keller.... -- -- -- --
Robin Ford....... -- -- -- --
William Swain.... 135,000 16.3% $15.62 02/15/10
40,000 4.8% 7.31 04/17/10
70,000 8.5% 2.56 10/18/10

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(1) The options are immediately exercisable, subject to our repurchase of any
shares issued upon exercise of the options, which repurchase right lapses
in 33 equal monthly installments beginning three months after the date of
the grant.

(2) Options were granted at an exercise price equal to the fair market value
of our common stock, as determined by the closing sales price reported on
The Nasdaq Stock Market on the date of grant.

Fiscal Year-End Option Values

The following table shows the value of unexercised stock options held by the
executive officers named in the Summary Compensation Table as of December 31,
2000. No options held by such individuals were exercised during 2000.

Number of Shares of
Common Stock Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
December 31, 2000 December 31, 2000 (1)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Walter Keller............ 150,000 -- -- --
Robin Ford............... 150,000 -- -- --
William Swain............ 245,000 -- -- --

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(1) The per share exercise price of each of the unexercised stock options set
forth in the table above exceeded $1.38, the fair market value of a share
of our common stock as of December 31, 2000.

Employment Agreements

On December 12, 2000, we entered into employment agreements with Mr. Keller
and Ms. Ford that provide, for a term of two years, annual base salaries of
$250,000 and $150,000, respectively, and eligibility to receive bonuses at the
discretion of our board. Such agreements also contain provisions for non-
competition for the term of each agreement and confidentiality. The base
salaries are subject to change at the discretion of our board. Mr. Keller and
Ms. Ford also are entitled to participate in any of our pension, insurance or
benefit plans, including our stock option plans. Each employment agreement
also provides for a severance payment in the amount of one year's compensation
in the event that the employee is terminated by us without cause, or the
employee resigns for Good Reason (as defined in the agreement) during the
employment term and an annual bonus calculated at 100% of target for our
fiscal year then in effect. Good Reason includes, among other things, the
failure of a successor company to assume the employment agreements in
connection with change in control transactions such as a merger, consolidation
or a sale of all or substantially all of our assets. Good Reason also includes
substantial changes in the duties, position, compensation and location of the
employment. Additionally Mr. Keller and Ms. Ford are entitled to continued
benefits coverage, excluding participation in the 401(k) Plan and Employee
Stock Purchase Plan, for a period of one year beginning on the termination
date.

1996 Stock Option Plan

Our 1996 Stock Option Plan was adopted by both our board and stockholders on
May 30, 1996. The 1996 plan provides for the granting of options that are
intended to qualify either as incentive stock options within the meaning of
Section 422 of the Internal Revenue Code or as nonstatutory stock options that
are not intended to meet the requirements of such section. Options to purchase
shares may be granted under the 1996 plan to persons who, in the case of
incentive stock options, are our employees, including officers, or, in the
case of nonstatutory stock options, are our employees, including officers, or
our non-employee directors.

The 1996 plan provides for its administration by our board or a committee
chosen by our board, which has discretionary authority, subject to
restrictions, to determine the number of shares issued pursuant to incentive
stock options and nonstatutory stock options and the individuals to whom, the
times at which, and the exercise price for which, options will be granted.

The exercise price of all incentive stock options granted under the 1996
plan must be at least equal to the fair market value of such shares on the
date of the grant or, in the case of incentive stock options granted to the
holder of more than 10% of our common stock, at least 110% of the fair market
value of such shares on the date of the grant. The maximum exercise period for
which incentive stock options may be granted is ten years from the date of
grant, or five years in the case of an individual owning more than 10% of our
common stock. The aggregate fair market value of shares with respect to which
incentive stock options are exercisable for the first

time by the holder of the option during any calendar year shall not exceed
$100,000. The aggregate fair market value is determined at the date of the
option grant. As of April 16, 2001, options to purchase 170,450 shares of
common stock were outstanding, no options had been exercised and options to
purchase 17,050 shares of common stock remained available for further issuance
under the 1996 Plan.

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan was adopted by our board on February 2,
2000 and by our stockholders on June 7, 2000. The plan provides for the
purchase of shares of our common stock by eligible employees, including
officers, at semi-annual intervals through periodic payroll deductions. As of
April 16, 2001, 31,983 shares of our common stock had been sold under the
plan, 68,017 shares were reserved for issuance and approximately 79 employees,
including 4 executive officers, were eligible to participate. The plan is
administered by our compensation committee.

Shares of our common stock are offered under the plan through a series of
successive offering periods, each with a maximum duration of six months
beginning on the first business day of February and August each year. The
purchase price of the common stock purchased under the plan is equal to 85% of
the lower of the fair market value of such shares on the start date of an
offering period or the fair market value of such shares on last day of such
offering period.

No participant may purchase more than $25,000 worth of common stock under
the plan in one calendar year or more than 2,000 shares of common stock on any
one purchase date. Purchase rights may not be granted to an employee who
immediately after the grant would own or hold options or other rights to
purchase stock possessing 5% or more of the total combined voting power or
value of common stock of our company. A participant may terminate
participation in the plan at any time and participation will immediately
terminate upon the participant's cessation of employment.

REPORT OF AUDIT COMMITTEE

During fiscal 2000, the audit committee of our board developed a charter for
the committee, which was approved by the full board on May 2, 2000. The
complete text of the new charter, which reflects standards enunciated in new
SEC regulations and the Nasdaq Stock Market rules, is attached as Appendix I
to this proxy statement.

. The committee is charged with monitoring the preparation of annual
financial reports by our management, including discussions with our
management and our outside auditors about draft annual financial
statements and significant accounting and reporting matters;

. The committee is responsible for matters concerning our relationship with
our outside auditors, including recommending their appointment or
removal; reviewing the scope of their audit services and related fees, as
well as any other services being provided to us; and determining whether
the outside auditors are independent (based in part of the annual letter
provided to us pursuant to Independence Standards Board Standard No. 1);
and

. The committee oversees our management's implementation of effective
systems of internal controls, including review of policies relating to
legal and regulatory compliance, ethics and conflicts of interests.

The committee has implemented procedures to ensure that during the course of
each fiscal year it devotes the attention that it deems necessary or
appropriate to each of the matters assigned to it under the committee's
charter.

In overseeing the preparation of our financial statements, the committee met
with both our management and our outside auditors to review and discuss all
financial statements prior to their issuance and to discuss significant
accounting issues. Our management advised the committee that all financial
statements were prepared in

accordance with generally accepted accounting principles, and the committee
discussed the statements with both management and outside auditors. The
committee's review included discussion with the outside auditors of matters
required to be discussed pursuant to Statement on Auditing Standards No. 61
(Communication with Audit Committees).

With respect to our outside auditors, the committee, among other things
discussed with BDO Seidman, LLP matters relating to its independence,
including the disclosures made to the committee as required by the
Independence Standards Board Standard No. 1 (Discussions with Audit
Committee).

On the basis of these reviews and discussions, the committee recommended to
the board that it approve the inclusion of our audited financial statements in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2000 for
filing with the SEC.

THE AUDIT COMMITTEE

August P. Klein, Chairman
Robert P. Dilworth

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information, as of April 16, 2001,
based upon information obtained from the persons named below, with respect to
the beneficial ownership of shares of our common stock held by:

. each director;

. each person known by us to beneficially own 5% or more of our common
stock;

. each officer named in the summary compensation table elsewhere in this
proxy statement; and

. all directors and executive officers as a group:

Unless otherwise indicated, the address for each stockholder is c/o GraphOn
Corporation, 400 Cochrane Circle, Morgan Hill, California 95037.

Number of Shares of
Common Stock Percent
Name and Address Beneficial Owner Beneficially Owned (1) of Class
--------------------------------- ---------------------- --------

Spencer Trask Holdings, Inc. ............. 1,676,758(2) 11.1%
535 Madison Avenue
New York, NY 10022

Corel Corporation.......................... 1,193,824 8.1%
1600 Carling Avenue
Ottawa, Ontario
K1Z 8R7, Canada

Walter Keller.............................. 845,230(3) 5.6%

Robert Dilworth............................ 363,820(4) 2.4%

August P. Klein............................ 73,260(5) 0.5%

Robin Ford................................. 447,712(6) 3.0%

William Swain.............................. 385,000(7) 2.5%

All current executive officers and
directors as a group (7 persons).......... 2,390,022(8) 14.8%

- --------
(1) As used in this table, beneficial ownership means the sole or shared
power to vote, or direct the voting of, a security, or the sole or shared
power to invest or dispose, or direct the investment or disposition, of a
security. Except as otherwise indicated, all persons named herein have
sole voting power and investment power with respect to their respective
shares of our common stock, except to the extent that authority is shared
by spouses under applicable law, and record and beneficial ownership with
respect to their respective shares of our common stock. With respect to
each stockholder, any shares issuable upon exercise of all options and
warrants held by such stockholder that are currently exercisable or will
become exercisable within 60 days of April 16, 2001 are deemed
outstanding for computing the percentage of the person holding such
options, but are not deemed outstanding for computing the percentage of
any other person. Percentage ownership of our common stock is based on
14,785,296 shares of our common stock outstanding as of April 16, 2001.

(2) Includes 105,400 shares of common stock held by Spencer Trask Ventures,
Inc. (f.k.a. Spencer Trask Securities), an affiliate of Spencer Trask &
Co. (f.k.a. Spencer Trask Holdings, Inc.), 1,255,601 shares held by Kevin
Kimberlin Partners, L.P. ("KKP"), an affiliate of Spencer Trask & Co.,
16,594 shares of common stock issuable upon exercise of outstanding
warrants held by KKP, 286,901 shares of common stock issuable upon
exercise of outstanding warrants held by Spencer Trask & Co. and 12,262
shares of common stock issuable upon exercise of outstanding warrants
held by Kevin Kimberlin, the general partner of KKP and controlling
stockholder of Spencer Trask & Co.

(3) Includes 27,880 shares of common stock issuable upon exercise of
outstanding warrants and 180,000 shares of common stock issuable upon
exercise of outstanding options. Mr. Keller and Ms. Ford are husband and
wife. These shares do not include any shares held by Ms. Ford for which
Mr. Keller disclaims beneficial ownership. See footnote 6 below.

(4) Includes 250,000 shares of common stock issuable upon exercise of
outstanding options.

(5) Includes 22,500 shares of common stock issuable upon exercise of
outstanding options.

(6) Includes 180,000 shares of common stock issuable upon exercise of
outstanding options. Mr. Keller and Ms. Ford are husband and wife. These
shares do not include any shares held by Mr. Keller for which Ms. Ford
disclaims beneficial ownership. See Footnote 3 above.

(7) Reflects shares of common stock issuable upon exercise of outstanding
options.

(8) Includes 27,880 shares of common stock issuable upon exercise of
outstanding warrants and 1,287,500 shares of common stock issuable upon
exercise of outstanding options.

Compliance with Section 16(a) of Securities Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors, as well as those persons who own more than 10% of our common
stock, to file initial reports of ownership and report changes in ownership of
our equity securities with the SEC. These persons are required by SEC rule to
furnish us with copies of all Section 16(a) forms they file.

Based solely upon our review of the copies of such forms, or written
representations from certain reporting persons that no such forms were
required, we believe that during the fiscal year ended December 31, 2000, all
filing requirements applicable to our officers and directors and the greater
than 10% owners of our common stock were complied with except that Ms. Ford
was not timely in her filing of one monthly report of one transaction.

PROPOSAL III

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

Our board of directors has selected BDO Seidman, LLP to audit our accounts
for the fiscal year ending December 31, 2001. Such firm, which has served as
our independent auditors since 1998, has reported to us that none of its
members has any direct financial interest or material indirect financial
interest in us.

Unless instructed to the contrary, the persons named in the enclosed proxy
intend to vote the same in favor of the ratification of BDO Seidman, LLP as
our independent auditors.

A representative of BDO Seidman, LLP is expected to attend the meeting and
will be afforded the opportunity to make a statement and/or respond to
appropriate questions from stockholders.

Fees billed by BDO Seidman, LLP for fiscal 2000:

Audit Fees:....................................................... $76,700
Financial Information System Design and Implementation Fees:...... 0
All other fees (1):............................................... 40,000

- --------
(1) Included in "All other fees" are fees for consultation on accounting and
financial reporting matters and tax services.

Board Recommendation

ACCOMPANYING INFORMATION

Accompanying this proxy statement is a copy of our annual report to
stockholders for our fiscal year ended December 31, 2000. Such annual report
includes our audited financial statements for the three fiscal years ended
December 31, 2000.

APPENDIX I

GRAPHON CORPORATION

AUDIT COMMITTEE CHARTER

I. Membership:

The Audit Committee of the Board of Directors shall be comprised of two (2)
or more outside members of the Board of Directors elected for a one year term.
A chairman shall be designated by the Board.

II. Functions:

A. Recommend independent auditors to the Board of Directors.

B. Review the intended scope of the annual audit and the audit methods and
principles being applied by the independent auditors and the fees charged by
the independent auditors.

C. Review and discuss the results of the audit with both the independent
auditors and management.

D. Review the Company's significant accounting principles, policies and
practices.

E. Review Company reporting policies and practices.

F. Review adequacy of management information systems, internal accounting
and financial controls.

G. Review the annual financial statements before their submission to the
Board of Directors for approval.

H. Review with both management and the independent auditors procedures and
their execution established to:

1. Prevent and uncover unlawful political contributions, bribes,
unexplained and unaccounted for payments to intermediaries (foreign or
American).

2. Ascertain whether there are any unaccounted or off-book transactions.

3. Identify payments in violation of applicable laws and standards of
business which are intended to influence employees of potential customers
to purchase their products (commercial bribes, kickbacks, etc.).

I. Approve the performance of professional services provided by the
independent auditors, including audit and non-audit services, before such
services are rendered, and consider the possible effect on the performance of
such services on the independence of the auditors.

J. Review annually internal and external audits of employee benefit plans of
Company (including subsidiaries).

K. Review annually with the independent auditors their audit of the Company
pension plans to determine that there are proper Company procedures to insure
compliance with all relevant laws and regulations.

L. Review annually adequacy of the Company's insurance.

M. Review annually adequacy of protection of technology, including:

-- physical security

-- patent and trademark program

-- proprietary information

A-1

N. Review annually policies, and compliance with policies, relating to legal
matters, conflict of interest, etc.

III. Minutes:

Minutes will be kept of each meeting of the Audit Committee and will be
provided to each member of the Board. Any action of the Audit Committee shall
be subject to revision, modification, rescission or alteration by the Board of
Directors, provided that no rights of third parties shall be affected by any
such revision, modification, rescission or alteration.

A-2

GRAPHON CORPORATION

400 Cochrane Circle
Morgan Hill, California 95037

This Proxy is Solicited on Behalf of the Board of Directors.

The undersigned hereby appoints Robert Dilworth and William Swain as
Proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and vote, as designated on the reverse side hereof,
all the shares of Common Stock of GraphOn Corporation (the "Company") held of
record by the undersigned on April 16, 2001, at the Annual Meeting of
Stockholders to be held on May 16, 2001 or any adjournment thereof.

This Proxy, when properly executed, will be voted in the manner directed by the
undersigned stockholder. If no direction is made, this proxy will be voted FOR
Proposals I, II and III.

(To Be Signed on Reverse Side)

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders
GRAPHON CORPORATION

May 16, 2001

Please Detach and Mail in the Envelope Provided

A [X] Please mark your
votes as in this
example.

WITHHELD
FOR From All
All Nominees Nominees FOR AGAINST ABSTAIN

I. Election of [_] [_] Nominees: Robert Dilworth II. To amend the Company's 1998 [_] [_] [_]
Directors. August P. Klein Stock Option/Stock Issuance
Plan to increase the number
For All Nominees, except as noted below: of shares of common stock
available thereunder from
_______________________________________________ 2,930,400 to 3,655,400.

III. To ratify the selection of [_] [_] [_]
BDO Seidman, LLP as the
Company's independent
auditors for the fiscal
year ending December 31,
2001.

IV. To transact such other business as may properly
come before the meeting.

Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.

Signature(s) _________________________________________ ______________________________________________ Dated:____________, 2001
SIGNATURE IF HELD JOINTLY
Note: Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate
name by the President or other authorized officer. If a partnership, please sign in partnership name by an authorized person.