Press Release                                  For Immediate Release

Company Contact:
Pam Drayton, GraphOn Corporation
1.800.GRAPHON
pamd@GraphOn.com


         GraphOn Corp. Announces Letter of Intent to Acquire
                     Telecommunications Entities

    Acquisition expected to increase revenues, diversify and expand
                         product offerings



Bellevue, WA USA - May 15, 2002 - GraphOn(R) Corporation (Nasdaq:GOJO),
(http://www.GraphOn.com), developer of award-winning connectivity software that
provides fast remote access to applications for Windows, UNIX and Linux
applications, today, announced that it had entered into a Letter of Intent to
acquire three privately-held, affiliated entities in the telecommunications
industry. It is expected that these businesses will benefit from GraphOn's
extensive software development expertise and experience, while providing GraphOn
with a revenue stream and platform for potential future growth and
profitability. No other terms of this acquisition, which is expected to be
completed by the end of the third quarter of 2002, were announced.

Robert Dilworth will continue as GraphOn's chief executive officer following
this acquisition, which, if completed, will result in the shareholders of these
entities acquiring an approximate 70% equity interest in GraphOn.

Consummation of the proposed acquisition is subject to a number of conditions
including the negotiation and execution of a definitive acquisition agreement,
the performance of customary due diligence investigations, GraphOn's receipt of
a fairness opinion, filing and clearance of proxy solicitation materials and
receipt of shareholder approval, among others.

Commenting upon the expected effects of this transaction, Mr. Dilworth stated,
"We believe that these companies will provide GraphOn with a platform for
potential growth and future profitability. By acquiring these entities, GraphOn
will not only strengthen its financial resources, but will both diversify its
product offerings and leverage its overhead costs over a broader and larger
revenue base, thereby maximizing shareholder value.


About GraphOn Corporation

For over a decade, GraphOn Corporation has been an innovator and developer of
business connectivity software. GraphOn's high performance software instantly
provides fast remote access, cross-platform capability, and a centralized
architecture that delivers a dramatically lower cost of ownership to the user.
Using GO-Global(R), any application can be simply and easily web enabled without
any software modification required, allowing applications to be run from
browsers or portals. GraphOn, which markets its solutions through OEM licenses,
independent software vendors (ISVs), application service providers (ASPs),
value-added resellers (VARs) and systems integrators, is headquartered in
Bellevue, Washington and is traded on the Nasdaq under the ticker GOJO
(Nasdaq:GOJO). For more information, please visit the company's web site at
http://www.GraphOn.com.


This press release contains statements that are forward looking as that term is
defined by the United States Private Securities Litigation Reform Act of 1995.
These statements are based on current expectations that are subject to risks and
uncertainties. Actual results will differ due to factors such as shifts in
customer demand, product shipment schedules, product mix, competitive products
and pricing, technological shifts and other variables. Readers are referred to
GraphOn's most recent periodic and other reports filed with the Securities and
Exchange Commission. GraphOn and GO-Global are registered trademarks of GraphOn
Corp. All other trademarks belong to their respective owners.
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