SCHEDULE 14A INFORMATION

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

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

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GRAPHON CORPORATION
400 Cochrane Circle
Morgan Hill, California 95037

NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 30, 2002

To the Stockholders of
GraphOn Corporation:

NOTICE IS GIVEN that the 2002 annual meeting of stockholders of GraphOn
Corporation will be held at GraphOn's offices, 400 Cochrane Circle, Morgan Hill,
California, on Monday, December 30, 2002 at the hour of 10:00 a.m., PST, for the
following purposes:

I. To elect one director to Class III of the board of directors to
serve for a three-year term.

II. To ratify the selection of BDO Seidman, LLP as our independent
auditors for the fiscal year ending December 31, 2002.

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

Only stockholders of record at the close of business on November 22, 2002
are entitled to notice of, and to vote at, the meeting or any adjournment
thereof.

/s/ William Swain
William Swain
Secretary

Morgan Hill, California
November 27, 2002

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

PROXY STATEMENT

INTRODUCTION

This proxy statement is being mailed on or about November 27, 2002 to all
stockholders who held our common stock at the close of business on November 22,
2002 in connection with the solicitation by our board of directors of proxies
for the 2002 annual meeting of stockholders to be held at our offices, 400
Cochrane Circle, Morgan Hill, California, on Monday, December 30, 2002, at 10:00
a.m., PST.

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 November
27, 2002.

Can I attend the meeting?

All persons or entities who held shares of our common stock on November 22,
2002 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?

o election of one director to Class III of the board of directors to
serve for a three-year term; and

o ratification of the selection of BDO Seidman, LLP as our independent
auditors for the fiscal year ending December 31, 2002.

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 the
director nominee 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 nominee as well as FOR the one other proposal.

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 if this option is 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 or
the Internet, 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 company and are
handled in a manner that protects your voting privacy. Your vote will not be
disclosed except as needed to permit the transfer company 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 November 22, 2002 can cast
votes on the proposals raised at this annual meeting. The total number of
shares of our common stock outstanding as of the November 22, 2002 record
date was 17,540,720. Our common stock is the only class of securities
entitled to vote, each share being entitled to one non-cumulative vote. A
list of stockholders of record as of November 22, 2002 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 the shares of our common stock outstanding and entitled to vote
as of November 22, 2002 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.

The Class III director will be elected by a plurality of the votes cast at
the meeting. To be adopted the proposal to ratify the selection of BDO
Seidman, LLP as our independent auditors must receive the affirmative vote of
more than 50% of the shares voting on the matter.

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 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.

Stockholder Proposals for the 2003 Annual Meeting

When are stockholder proposals for the 2003 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 July 30, 2003.

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:

o Class I: Michael Volker (one person; term expires 2003)
o Class II: Robert Dilworth and August Klein (two persons; terms expire 2004)
o Class III: Gordon M. Watson (current nominee; term expires 2002)

One director is to be elected at this meeting to serve for a term of three
years or until his respective successor is elected and qualified.

Nominee for Election at the 2002 Annual Meeting (to a three-year term expiring
in 2005)

The following sets forth information concerning the nominee:

Gordon M. Watson has served as one of our directors since April 2002. In
1997 Mr. Gordon founded Watson Consulting, LLC, a consulting company for early
stage technology companies, and has served as its President since its inception.
From 1996 to 1997 he served as Western Regional Director, Lotus Consulting of
Lotus Development Corporation. From 1988 to 1996, Mr. Watson held various
positions with Platinum Technology, Incorporated, most recently serving as Vice
President Business Development, Distributed Solutions. Earlier positions include
Senior Vice President of Sales for Local Data, Incorporated, President, Troy
Division, Data Card Corporation, and Vice President and General Manager,
Minicomputer Division, Computer Automation, Incorporated. Mr. Watson also held
various executive and director level positions with TRW, Incorporated, Varian
Data Machines, and Computer Usage Company. Mr. Watson holds a Bachelors of
Science degree in electrical engineering from the University of California at
Los Angeles. Mr. Watson is also a director of DPAC Technologies.

Current Director Whose Term Expires in 2003 (Class I)

Michael Volker has served as one of our directors since July 2001. Mr.
Volker has been, since 1996, Director of the Industry Liaison Office, which has
primary responsibility for the transfer of technology at Simon Fraser
University. From 1996 to 2001, Mr. Volker was Chairman of the Vancouver
Enterprise Forum, a non-profit organization dedicated to the development of
British Columbia's technology enterprises. From 1991 to 1996, Mr. Volker was
Chief Executive Officer and Chairman of the Board of Directors of RDM
Corporation, a publicly-listed company Mr. Volker founded in 1987. RDM is a
developer of specialized hardware and software products for both Internet
electronic commerce and paper payment processing. From 1988 to 1992, Mr. Volker
was Executive Director of BC Advances Systems Institute, a hi-tech research
institute, and currently continues as a Trustee of BC as well a member of
various charitable and educational boards. Prior to 1988, Mr. Volker had been
active in various early stage businesses as a founder, investor, director and
officer. Mr. Volker holds a Master of Applied Science and a Professional
Engineer designation from the University of Waterloo.

Current Directors Whose Terms Expire in 2004 (Class II)

Robert Dilworth has served as one of our directors since July 1998 and
was appointed Chairman in December 1999. In January 2002, Mr. Dilworth was
appointed Interim Chief Executive Officer upon the termination, by mutual
agreement, of our former Chief Executive Officer, Walter Keller. From 1987 to
1998, he served as the Chief Executive Officer and Chairman of the Board of
Metricom, Inc., a leading provider of wireless data communication and network
solutions. Prior to joining Metricom, from 1985 to 1988, Mr. Dilworth served as
President of Zenith Data Systems Corporation, a microcomputer manufacturer.
Earlier positions included Chief Executive Officer and President of Morrow
Designs, Chief Executive Officer of 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 eOn Communications,
Mobility Electronics, Transcept Corporation, Yummy Interactive and Get2Chip.com,
Inc.

August P. Klein has served as one of our directors since August 1998. Mr.
Klein has been, since 1995, the founder, and Chairman of the Board of JSK
Corporation. Mr. Klein was also Chief Executive Officer of JSK Corporation from
1995 to 2002. From 1989 to 1993, Mr. Klein was founder and Chief Executive
Officer of Uniquest, Inc., an object-oriented application software company. From
1984 to 1988, Mr. Klein served as Chief Executive Officer 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 Chief Executive Officer 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.

Executive Officer that is not a Director

William Swain has served as our Chief Financial Officer and Secretary
since March 2000. Mr. Swain was a consultant from August 1998 until February
2000, working with entrepreneurs in the technology industry in connection with
the start-up and financing of new business opportunities. Mr. Swain was Chief
Financial Officer and Secretary of Metricom Inc., from January 1988 until June
1997, during which time he was instrumental in private financings as well as
Metricom's initial public offering and subsequent public financing activities.
He continued as Senior Vice President of Administration with Metricom from June
1997 until July 1998. Prior to joining Metricom, Mr. Swain held top financial
positions with leading companies in the computer industry, including Morrow
Designs, Varian Associates and Univac. Mr. Swain holds a Bachelors degree in
Business Administration from California State University of Los Angeles and is a
Certified Public Accountant in the State of California.

Executive officers are elected annually by our board to hold office until
the first meeting of the board following the next annual meeting of stockholders
and until their successors are chosen and qualified.

Board and Committee Meetings

During 2001, our board met a total of five times. All of our then
directors attended all of the board and committee meetings during 2001, either
in person or by electronic means.

We have established an audit committee that recommends the selection of
the independent auditors, reviews our annual audited financial statements and
oversees our system of internal controls. The audit committee currently consists
of three directors: Messrs. Klein, Volker and Watson. The audit committee met
three times during 2001.

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 2001.

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

Compensation of Directors

During the year ended December 31, 2001, directors who were not otherwise
our employees were compensated at the rate of $1,000 for attendance at each
meeting of our board, $500 for attendance at each meeting of a board committee,
and a $1,500 quarterly retainer. Additionally, outside directors are granted
stock options periodically, typically on a yearly basis.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEE TO
SERVE AS A CLASS III DIRECTOR.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information for the fiscal years ended
December 31, 2001, 2000 and 1999 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, 2001.

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

Walter Keller (2) 2001 $244,231 - 80,000 -
President and Chief 2000 $176,590 $45,940 - $1,000
Executive Officer 1999 $140,000 - 150,000 -

Robin Ford (3) 2001 $146,538 - 60,000 -
Executive Vice President, 2000 $141,860 $30,625 - $1,000
Marketing and Sales 1999 $130,000 - 150,000 -

William Swain (4) 2001 $117,785 - 135,000 $1,000
Chief Financial Officer and 2000 $132,100 $28,715 245,000 $1,000
Secretary 1999 - - - -

George Phillips (5) 2001 $258,731 - 15,000 $1,000
Vice President-World Wide 2000 $ 47,154 - 125,000 -
Sales 1999 - - - -
- ------------------------------------------------------------------------------------------------------------------

(1) Company matching contributions to our 401(k) plan.
(2) Our employment of Walter Keller, was terminated by mutual agreement as of
January 10, 2002. By agreement dated January 28, 2002, we paid Mr. Keller
the sum of $337,500 in exchange for his release of any and all claims
against us, including but not limited to those relating to his employment
agreement dated February 7, 2001.
(3) Our employment of Robin Ford, Mr. Keller's spouse, was terminated by mutual
agreement as of January 10, 2002. By agreement dated January 28, 2002, we

paid Ms. Ford the sum of $162,500 in exchange for her release of any and all
claims against us, including but not limited to those relating to her
employment agreement dated February 7, 2001.
(4) Mr. Swain joined our company in March 2000.
(5) Mr. Phillips left our employ on May 17, 2002.

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 2001 fiscal year:

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

Walter Keller 30,000 2.9% $ 1.34 (3)
50,000 4.8% $ 0.91 (3)
Robin Ford 30,000 2.9% $ 1.34 (3)
30,000 2.9% $ 0.91 (3)
William Swain 135,000 12.9% $ 1.34 01/02/11
George Phillips 15,000 1.4% $ 0.94 (3)

- ---------------------------------------------------------------------------------------------------------------------

(1) Options are immediately exercisable upon issuance to the optionee.
(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.
(3) Our employment of Mr. Keller and Ms. Ford was terminated by mutual agreement
as of January 10, 2002. Mr. Phillips left our employ on May 17, 2002. In
accordance with the terms of our 1998 Stock Option/Stock Issuance Plan,
granted options are subject to earlier termination following three months
after the optionee's cessation of service with us.

Fiscal Year-End Option Values

The following table shows information with respect to unexercised stock
options held by the executive officers named in the Summary Compensation Table
as of December 31, 2001. No options held by such individuals were exercised
during 2001.

Number of Shares of Common Value of Unexercised
Stock Underlying Unexercised In-the-Money Options
Options at December 31, 2001 (1) at December 31, 2001 (2)
Name Exercisable Unexercisable Exercisable Unexercisable

Walter Keller 230,000 - - -
Robin Ford 210,000 - - -
William Swain 380,000 - - -
George Phillips 140,000 - - -

- -------------------------------------------------------------------------------------------

(1) Shares issued upon exercise of the options are subject to GraphOn's
repurchase, which right lapses in 33 equal monthly installments beginning
three months after the date of the grant.
(2) The per share exercise price of each of the unexercised stock options set
forth in the table above exceeded $0.66, the fair market value of a share of
GraphOn's common stock as of December 31, 2001.

Employment Agreements

We entered into employment agreements, dated February 7, 2001, with Mr.
Keller and Ms. Ford that provided for a term of two years, annual base
salaries of $250,000 and $150,000, respectively, and eligibility to receive
bonuses. Our employment of Mr. Keller and Ms. Ford was terminated by mutual
agreement as of January

10, 2002. We paid $337,500 and $162,500 to Mr. Keller and Ms. Ford,
respectively, in exchange for their release of any and all claims against us,
including, but not limited to those relating to their employment agreements.
Mr. Keller and Ms. Ford are husband and wife and were the cofounders of our
company.

Compensation Committee Interlocks

During the year ended December 31, 2001, the following officer and former
officer participated in discussions concerning executive compensation: William
Swain and Walter Keller. Each of the named participants recused himself in
discussions concerning his own compensation.

REPORT OF AUDIT COMMITTEE

During fiscal 2000, the audit committee of GraphOn Corporation developed a
charter for the committee, which was approved by the full board on May 2, 2000.

o The committee is charged with monitoring the preparation of annual financial
reports by GraphOn's management, including discussions with GraphOn's
management and GraphOn's outside auditors about draft annual financial
statements and significant accounting and reporting matters;
o The committee is responsible for matters concerning GraphOn's relationship
with GraphOn's 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 GraphOn; and determining
whether the outside auditors are independent (based in part of the annual
letter provided to GraphOn pursuant to Independence Standards Board Standard
No. 1); and
o The committee oversees 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 GraphOn's financial statements, the
committee met with both GraphOn's management and GraphOn's outside auditors to
review and discuss all financial statements prior to their issuance and to
discuss significant accounting issues. GraphOn's 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 GraphOn's 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 GraphOn board of directors that it approve the inclusion of GraphOn's
audited financial statements in GraphOn's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 for filing with the SEC.

THE AUDIT COMMITTEE

August P. Klein, Chairman
Michael Volker
Gordon M. Watson

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information, as of November 22,
2002, based upon information obtained from the persons named below, with respect
to the beneficial ownership of shares of our common stock held by:

o each director;
o each person known by us to beneficially own 5% or more of its common
stock;
o each executive officer named in the summary compensation table; and
o 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
Name and Address Beneficial Owner Stock Beneficially Owned (1) Percent of Class

Spencer Trask & Co.
535 Madison Avenue, 18th Floor
New York, NY 10022 1,343,704 (2) 7.5%
Corel Corporation
1600 Carling Avenue
Ottawa, Ontario
K1Z 8R7, Canada 1,193,824 (3) 6.8%
Robert Dilworth 473,820 (4) 2.6%
August P. Klein 183,260 (5) 1.0%
Michael Volker 110,700 (6) *
William Swain 389,000 (7) 2.2%
Gordon Watson 40,000 (8) *
All current executive officers and
directors as a group (5 persons) 1,196,780 (9) 6.5%

- -------------------------------------------------------------------------------------------

* Denotes less than 1%.
(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 19, 2002 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 17,540,720 shares of our common
stock outstanding as of November 22, 2002.
(2) Based on information contained in a Schedule 13G filed by Kevin Kimberlin on
February 15, 2002, Mr. Kimberlin is the general partner of Kevin Kimberlin
Partners LP ("KKP"), and is the controlling stockholder of Spencer Trask &
Co. ("STC"), which controls Spencer Trask Ventures, Inc. ("STVI"). Of such
amount, KKP holds 815,801 shares of common stock and warrants to purchase
64,269 shares of common stock; STC holds 44,500 shares of common stock and
warrants to purchase 216,490 shares of common stock; and STVI holds 184,807
shares of common stock and warrants to purchase 5,576 shares of common
stock. Additionally, Mr. Kimberlin holds warrants to purchase 12,261 shares
of common stock.
(3) Based on information contained in a Schedule 13D filed by Corel Corporation
on June 26, 2000.
(4) Includes 360,000 shares of common stock issuable upon the exercise of
outstanding options.
(5) Includes 32,500 shares of common stock issuable upon exercise of outstanding
options.

(6) Includes 10,000 shares of common stock issuable upon exercise of outstanding
options.
(7) Includes 380,000 shares of common stock issuable upon exercise of
outstanding options.
(8) Reflects 40,000 shares of common stock issuable upon exercise of outstanding
options.
(9) Includes 822,500 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 reports of ownership and changes in ownership 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 on 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 year ended December 31, 2001, all filing requirements
applicable to our officers, directors and greater than 10% owners of our common
stock were complied with except that Robert Dilworth was not timely in his
filing of one monthly report of one transaction.

PROPOSAL II

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

Our board has selected BDO Seidman, LLP to audit its accounts for the
fiscal year ending December 31, 2002. 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 our
company.

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 special
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 2001:

Audit Fees:.................................................................. $ 129,000
Financial Information System Design and Implementation Fees:................. $ -
All other fees: (1).......................................................... $ 5,000
----------
$ 134,000

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

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF BDO SEIDMAN,
LLC AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.

ACCOMPANYING INFORMATION

Accompanying this proxy statement is a copy of our annual report to
stockholders for our fiscal year ended December 31, 2001. Such annual report
includes our audited financial statements for the three fiscal years ended
December 31, 2001.

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 November 22, 2002, at the Annual Meeting of
Stockholders to be held on December 30, 2002 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 and II.

(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

December 30, 2002

Please Detach and Mail in the Envelope Provided

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

FOR WITHHELD
Nominee From Nominee
I. Election of Director [ ] [ ] Nominee: Gordon M. Watson

FOR AGAINST ABSTAIN
II. To ratify the selection of BDO Seidman, LLP [ ] [ ] [ ]
as the Company's independent auditors for
the fiscal year ended December 31, 2002.

III. 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: ___________, 2002
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.