March 2004

                          CODE OF ETHICS

      GraphOn Corporation expects all of its employees, including its principal
executive officer, principal financial officer and principal accounting officer,
as well as the members of its board of directors, to act in accordance with the
highest standards of personal and professional integrity in all aspects of their
activities, to comply with all applicable laws, rules and regulations, to deter
wrongdoing and to abide by other policies and procedures adopted by GraphOn that
govern the conduct of its employees and directors. This Code of Ethics is
intended to supplement any other policies and procedures adopted by GraphOn.

      You agree to:

   (a) Engage in and promote honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;

   (b) Take all reasonable measures to protect the confidentiality of non-public
      information about GraphOn and its subsidiaries and their customers
      obtained or created in connection with your activities and to prevent the
      unauthorized disclosure of such information unless required by applicable
      law or regulation or legal or regulatory process;

   (c) Produce full, fair, accurate, timely, and understandable disclosure in
      reports and documents that GraphOn and its subsidiaries files with, or
      submits to, the Securities and Exchange Commission and other regulators
      and in other public communications made by GraphOn and its subsidiaries;

   (d) Comply with applicable governmental laws, rules and regulations, as well
      as the rules and regulations of self-regulatory organizations of which
      GraphOn or its subsidiaries is a member; and

   (e) Promptly report any possible violation of this Code of Ethics to
      GraphOn's Audit Committee.

      You are prohibited from directly or indirectly taking any action to
fraudulently influence, coerce, manipulate or mislead GraphOn's or its
subsidiaries' independent public auditors for the purpose of rendering the
financial statements of GraphOn or its subsidiaries misleading.

      You understand that you will be held accountable for your adherence to
this Code of Ethics. Your failure to observe the terms of this Code of Ethics
may result in disciplinary action, up to and including termination of
employment. Violations of this Code of Ethics may also constitute violations of
law and may result in civil and criminal penalties for you, your supervisors
and/or GraphOn.

      If you have any questions regarding the best course of action in a
particular situation, you should promptly contact GraphOn's Audit Committee.You
may choose to remain anonymous in reporting any possible violation of this Code
of Ethics.