SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]
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Check the appropriate box:
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[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to 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)

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GRAPHON CORPORATION
3130 Winkle Avenue
Santa Cruz, California 95065

NOTICE OF 2004 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 30, 2004

To the Stockholders of
GraphOn Corporation:

NOTICE IS GIVEN that the 2004 annual meeting of stockholders of GraphOn
Corporation will be held at The Scottsdale Marriott at McDowell Mountain, 1670
N. Perimeter Drive, Scottsdale, Arizona, on Thursday, December 30, 2004 at 2:00
p.m., local time, 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 ratify the selection of BDO Seidman, LLP as our independent
auditors for the fiscal year ending December 31, 2004.

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

Only stockholders of record at the close of business on November 19, 2004
are entitled to notice of, and to vote at, the meeting or any adjournment
thereof.

/s/ William Swain
-----------------
William Swain
Secretary

Santa Cruz, California
November 19, 2004

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
3130 Winkle Avenue
Santa Cruz, California 95065

PROXY STATEMENT

INTRODUCTION

This proxy statement is being mailed on or about November 24, 2004 to all
stockholders who held our common stock at the close of business on November 19,
2004 in connection with the solicitation by our board of directors of proxies
for the 2004 annual meeting of stockholders to be held at the Scottsdale
Marriott at McDowell Mountain, 1670 N. Perimeter Drive, Scottsdale, Arizona, on
Thursday, December 30, 2004, at 2:00 p.m., local time.

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 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
24, 2004.

Can I attend the meeting?

All persons or entities who held shares of our common stock on November 19,
2004 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 two directors to Class II of the board of directors to serve
for a three-year term;

o ratification of the selection of BDO Seidman, LLP as our independent
auditors for the fiscal year ending December 31, 2004.

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 any 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 ratification of the selection of BDO
Seidman, LLP as our independent auditors for the fiscal year ending December
31, 2004.

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 19, 2004 (the
"record date") can cast votes on the proposals raised at this annual meeting.
The total number of shares of our common stock outstanding as of the record
date was 21,686,097. 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 the record date will be available at our
offices, 3130 Winkle Avenue, Santa Cruz, California 95065, 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 19, 2004 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 II directors 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 2005 Annual Meeting
- -------------------------------------------------

When are stockholder proposals for the 2005 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 27, 2005.

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 (term expires 2006)
o Class II: Robert Dilworth and August Klein (two persons; current
nominees, terms expire 2004)
o Class III: Gordon M. Watson (one person; term expires 2005)

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 2004 Annual Meeting (to a three-year term expiring
in 2007)

The following sets forth information concerning the nominees:

Robert Dilworth, age 62, 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, Sky
Pipeline and Yummy Interactive. Mr. Dilworth previously served as director of
Mobility Electronics and Get2Chip.com, Inc.

August P. Klein, age 67, has served as one of our directors since August
1998. Mr. Klein has been, since 1995, the founder, Chief Executive Officer and
Chairman of the Board of JSK Corporation. 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 College.

Current Director Whose Term Expires in 2007 (Class I)

Michael Volker, age 56, has served as one of our directors since July
2001. Mr. Volker has been, since 1996, Director of Simon Fraser University's
Industry Liaison Office. 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 1987 to 1996, Mr.
Volker was Chief Executive Officer and Chairman of the Board of Directors of RDM
Corporation, a publicly-listed company. 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
Advanced Systems Institute, a hi-tech research institute. Since 1982, Mr. Volker
has been active in various early stage businesses as a founder, investor,
director and officer. Mr. Volker, a registered professional engineer in the
Province of British Columbia, holds a Bachelor's and Master's degree from the
University of Waterloo.

Current Director Whose Term Expires in 2005 (Class III)

Gordon M. Watson, age 68, 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 and has taught at the University of California at Irvine. Mr. Watson
is also a director of DPAC Technologies, PATH Communications and SoftwarePROSe,
Inc.

Executive Officer that is not a Director

William Swain, age 62, 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 2003, our board met a total of four times. All of our directors
attended all of the board and committee meetings during 2003, either in person
or by electronic means. Our board of directors has established two committees;
an audit committee and a compensation committee.

The duties and responsibilities of the audit committee are described below
under "Report of Audit Committee." The audit committee, which is composed of
August P. Klein (committee chairman), Michael Volker and Gordon Watson, held
three meetings in 2003. The board of directors has determined that each member
of the audit committee meets the Nasdaq Marketplace Rule definition of
"independent" for audit committee purposes. The board of directors has also
determined that Mr. Klein meets the SEC definition of an "audit committee
financial expert."

The compensation committee 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, which is composed of Robert Dilworth and August Klein,
held two meetings during 2003.

We do not have a nominating committee as the board has determined, given
its relatively small size, to perform this function as a whole. We do not
currently have a charter or written policy with regard to the nomination
process. At this time, we do not have a formal policy with regard to the
consideration of any director candidates recommended by our stockholders because
historically we have not received recommendations from our shareholders.

Qualifications for consideration as a board nominee may vary according to
the particular areas of expertise being sought as a complement to the existing
board composition. However, in making its nominations, the board of directors
consider, among other things, an individual's business experience, industry
experience, breadth of knowledge about issues affecting our company, time
available for meetings and consultation regarding company matters and other
particular skills and experience possessed by the individual.

Code of Ethics

We have a code of ethics that applies to all of our employees, including
our chief executive officer, chief financial officer and controller. The code of
ethics was filed as an exhibit to our report on Form 10-K for the year ended
December 31, 2003.

Stockholder Communication with Board Members

We maintain contact information for stockholders, both telephone and
email, on our website (www.graphon.com) under the heading "Contact Us." By
following the Contact Us link, a stockholder will be given access to our
telephone number and mailing address as well as a link for providing email
correspondence to Investor/Public Relations. Communications sent to
Investor/Public Relations and specifically marked as a communication for our
board will be forwarded to the board or specific members of the board as
directed in the stockholder communication. In addition, communications received
via telephone or mail for the board are forwarded to the board by one of our
officers.

Board Member Attendance at Annual Meetings

Our board of directors does not have a formal policy regarding attendance
of directors at our annual stockholder meetings. Robert Dilworth attended our
2003 annual meeting of stockholders.

Compensation of Directors

During the year ended December 31, 2003, 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. In the aggregate, our
outside directors received options to purchase 120,000 shares of our common
stock during 2003 at an average exercise price of $0.18 per share.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
TO SERVE AS CLASS II DIRECTORS.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information for the fiscal years ended
December 31, 2003, 2002 and 2001, concerning compensation we paid to our Chief
Executive Officer. No other executive officer's total annual salary and bonus
exceeded $100,000 for the year ended December 31, 2003

Long-term Compensation
Annual Compensation Awards Payouts
- ------------------ ------ ---------- --------- -------- ------------- ----------- ----------- --------------
Name and Restricted Securities LTIP
Principal Other Stock Underlying Payouts All Other
Position Year Salary Bonus Annual Compensation Awards Options Compensation
- ------------------ ------ ---------- --------- -------- ------------- ----------- ----------- --------------

Robert Dilworth 2003 $129,000 - - - 40,000 - -
Chairman of the 2002 $256,000 - - - 100,000 - -
Board and Chief 2001 - - - - 60,000 - -
Executive Officer
(Interim) (1)
- ------------------ ------ ---------- --------- -------- ------------- ----------- ----------- --------------

(1) Mr. Dilworth began as Chief Executive Officer (Interim) during January
2002. As an interim Chief Executive Officer, Mr. Dilworth is compensated
as a consultant and not an employee. Consequently, he is eligible to
receive compensation for his services as a director.

Option Grants in Last Fiscal Year

The following table shows the stock option grants made to the executive
officer named in the Summary Compensation Table during the 2003 fiscal year:

Per
Number of Shares of Percent of Total Share Potential Realizable Value at
Common Stock Options Granted to Exercise Assumed Annual Rates of Stock
Underlying Options Employees Price Expiration Appreciation for Option Term
Name Granted (1) In Fiscal Year (2) Date 5% 10%
- --------------- ------------------- ------------------ -------- ---------- ------------ ------------

Robert Dilworth 40,000 88.9% $ 0.18 05/05/13 $93,600 $122,400

- -------------
(1) Options were 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
Over-the-Counter Bulletin Board on the date of grant.

Fiscal Year-End Option Values

The following table shows information with respect to unexercised stock
options held by the executive officer named in the Summary Compensation Table as
of December 31, 2003. No options held by such individual were exercised during
2003.

Number of Shares of Common Value of Unexercised
Stock Underlying Unexercised In-the-Money Options
Options at December 31, 2003 (1) at December 31, 2003 (2)
Name Exercisable Unexercisable Exercisable Unexercisable
- --------------- ----------- ------------- ----------- -------------

Robert Dilworth 400,000 - $ 8,000 -

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

(1) Shares issued upon exercise of the options are subject to our repurchase,
which right lapses in 33 equal monthly installments beginning three months
after the date of the grant.
(2) The value of the in-the-money options was calculated as the difference
between the exercise price of the options and $0.20, the fair market value
of our common stock as of December 31, 2003, multiplied by the number of
in-the-money options outstanding.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2003, the compensation committee was
comprised of Robert Dilworth, our Interim Chief Executive Officer and Chairman
of the Board, and August Klein, a non-employee director.

Certain Relationships and Related Party Transactions

On January 29, 2004, we completed a private placement of our common stock
and common stock purchase warrants in which Mr. Orin Hirschman purchased
3,043,478 shares of our common stock and warrants to purchase 1,521,739 shares
of our common stock (representing in the aggregate 19.7% of our outstanding
shares of common stock as of November 19, 2004). As a condition of the sale, we
entered into an Investment Advisory Agreement with Mr. Hirschman, pursuant to
which we agreed that in the event we complete a transaction with a third party
introduced by Mr. Hirschman, we shall pay to Mr. Hirschman 5% of the value of
that transaction. The agreement expires on January 29, 2007.

REPORT OF AUDIT COMMITTEE

The audit committee operates under a written charter adopted by the board
of directors. The charter is attached to this proxy statement as Exhibit A. The
functions of the audit committee include the following:

o appointment of independent auditors, determination of their
compensation and oversight of their work;

o review the arrangements for and scope of the audit by
independent auditors;

o review the independence of the independent auditors;

o consider the adequacy and effectiveness of the accounting and
financial controls;

o pre-approve audit and non-audit services;

o establish procedures regarding complaints relating to
accounting, internal accounting controls, or auditing matters;

o review and approve any related party transactions; and

o discuss with management and the independent auditors our draft quarterly
interim and annual financial statements and key accounting and reporting
matters.

Management has the primary responsibility for the financial statements and
the reporting process, including the systems of internal controls, and the
independent auditors are responsible for auditing those financial statements in

accordance with generally accepted auditing standards and to issue a report
thereon. The committee's responsibility is to oversee the financial reporting
process on behalf of the board of directors and to report the result of their
activities to the board of directors.

In fulfilling its oversight responsibilities, the audit committee reviewed
the audited consolidated financial statements in the Annual Report on Form 10-K
with management, including a discussion of both the quality and acceptability of
the accounting principles applied, the reasonableness of significant estimates
and judgments, critical accounting policies and accounting estimates resulting
from the application of these policies and the clarity of disclosures in the
financial statements. In addition, the audit committee discussed the rules under
The Sarbanes-Oxley Act of 2002 that pertain to the audit committee and the roles
and responsibilities of the audit committee members.

During the year ended December 31, 2003, GraphOn's independent certified
public accountants were BDO Seidman, LLP. BDO Seidman is responsible for
expressing an opinion on the conformity of GraphOn's audited financial
statements with accounting principles generally accepted in the United States.
In addition to audit-related services, BDO Seidman also performed non-audit
related services that consisted primarily of tax services for GraphOn during
2003. The audit committee reviewed BDO Seidman's judgments of both the quality
and acceptability of the accounting principles applied by management and such
other matters that are required to be discussed with the audit committee under
audited standards generally accepted in the United States.

In overseeing the preparation of GraphOn's financial statements, the audit
committee met with both GraphOn's management and BDO Seidman, with and without
management being present, to review and discuss all financial statements prior
to their issuance and to discuss significant accounting issues. GraphOn's
management advised the audit committee that all financial statements were
prepared in accordance with accounting principles generally accepted in the
United States and that they complied with the rules of Sarbanes-Oxley. The audit
committee's review included discussions with BDO Seidman of matters required to
be discussed pursuant to Statement on Auditing Standards No. 61 (Communication
with Audit Committees) as well as matters relating to BDO Seidman's
independence, including the disclosures made to the audit committee as required
by the Independence Standards Board Standard No. 1 (Discussions with Audit
Committee).

On the basis of these reviews and discussions, the audit committee
recommended to the board of directors that it approve the inclusion of the
audited financial statements in GraphOn's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003 for filing with the SEC.

The audit committee has also evaluated the performance of BDO Seidman,
including, among other things, the amount of fees paid to them for audit and
non-audit related services in 2003. Information related to BDO Seidman's fees
for 2003 is discussed below in the proxy statement under "Proposal II -
Ratification of Selection of Independent Auditors". Based on its evaluation, the
audit committee has selected BDO Seidman to serve as GraphOn's auditors for the
fiscal year ending December 31, 2004.

November 19, 2004 THE AUDIT COMMITTEE
August P. Klein, Chairman
Michael Volker
Gordon M. Watson

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information, as of November 19,
2004, 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 our
common stock;
o each executive officer named in the Summary Compensation Table
elsewhere in this proxy statement; and
o all directors and executive officers as a group:

Unless otherwise indicated, the address for each stockholder is c/o
GraphOn Corporation, 3130 Winkle Avenue, Santa Cruz, California 95065.

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

Orin Hirschman
6006 Berkeley Avenue
Baltimore, MD 21209 4,565,217 (2) 19.7%

Corel Corporation
1600 Carling Avenue
Ottawa, Ontario
K1Z 8R7, Canada 1,193,824 (3) 5.5%

Robert Dilworth 493,820 (4) 2.2%

August P. Klein 285,760 (5) 1.3%

Michael Volker 200,700 (6) *

Gordon Watson 120,000 (7) *

All current executive officers
and directors as a group (5 persons) 1,535,280 (8) 6.7%

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

*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 November 19, 2004 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 21,686,097 shares of our common
stock outstanding as of November 19, 2004.
(2) Based on information contained in a Schedule 13D filed by Orin Hirschman on
February 10, 2004. Includes 1,521,739 shares of common stock issuable upon
the exercise of outstanding options.
(3) Based on information contained in a Schedule 13D filed by Corel Corporation
on June 26, 2000.
(4) Includes 440,000 shares of common stock issuable upon the exercise of
outstanding options.
(5) Includes 135,000 shares of common stock issuable upon exercise of
outstanding options.
(6) Includes 100,000 shares of common stock issuable upon exercise of
outstanding options.
(7) Includes 120,000 shares of common stock issuable upon exercise of
outstanding options.
(8) Includes 1,215,000 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, 2003, all filing requirements
applicable to our officers, directors and greater than 10% owners of our common
stock were complied with.

PROPOSAL II

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

Our audit committee has selected BDO Seidman, LLP to audit our accounts
for the fiscal year ending December 31, 2004. 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.

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

Fees for professional services provided by BDO Seidman, LLP in each of the
last two fiscal years, in each of the following categories are as follows:

Category 2003 2002
-------- ----------- -----------

Audit fees $ 105,000 $ 103,000
Audit -related fees - 4,700
Tax fees 25,500 12,800
Other fees - -
----------- ----------
Totals $ 130,500 $ 120,500
=========== ===========

Fees for audit services include fees associated with our annual audit, the
annual statutory audit of our former UK subsidiary, the reviews of our quarterly
reports on Form 10-Q, and assistance with and review of documents filed with the
Securities and Exchange Commission. Audit-related fees were incurred for
consultations regarding revenue recognition rules and interpretations as they
related to the financial reporting of certain transactions. Tax fees included
tax compliance and tax consultations.

The audit committee has adopted a policy that requires advance approval of
all audit, audit-related, tax services and other services performed by our
independent auditor. The policy provides for pre-approval by the audit committee
of specifically defined audit and non-audit services. Unless the specific
service has been previously pre-approved with respect to that year, the audit
committee must approve the permitted service before the independent auditor is
engaged to perform it.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION
OF BDO SEIDMAN, LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004.

ACCOMPANYING INFORMATION

Accompanying this proxy statement is a copy of our annual report on Form
10-K to stockholders for our fiscal year ended December 31, 2003. Such annual
report includes our audited financial statements for the three fiscal years
ended December 31, 2003. No part of such annual report shall be regarded as
proxy-soliciting material or as a communication by means of which any
solicitation is being or is to be made.

EXHIBIT A

AUDIT COMMITTEE CHARTER

Organization. This charter governs the operations of the Audit Committee
(the "Committee") of GraphOn Corporation (the "Company"). The Committee shall
review and reassess the charter at least annually and recommend any changes to
the charter to the full Board of Directors of the Company (the "Board"). The
Committee shall be comprised of at least three directors determined by the Board
to meet the independence and financial literacy requirements of The Nasdaq Stock
Market, Inc. and applicable federal law. Appointment to the Committee, including
the designation of the Chair of the Committee and designation of any Committee
members as "audit committee financial experts," shall be made on an annual basis
by the full Board.

Statement of Policy. The Committee's purpose is to represent and provide
assistance to the Board of Directors in fulfilling its oversight responsibility
to the stockholders, potential stockholders, the investment community and others
of the Company's accounting and financial reporting processes and the audits of
the Company's financial statements. In so doing, it is the responsibility of the
Committee to maintain free and open communication between the Committee, the
auditors and management of the Company. In discharging its oversight role, the
Committee is empowered to investigate any matter brought to its attention with
full access to all books, records, facilities and personnel of the Company. The
Committee shall have the authority to engage independent legal, accounting and
other advisers, as it determines necessary to carry out its duties. The
Committee shall have sole authority to approve related fees and retention terms
of such advisers.

Responsibilities and Processes. The primary responsibility of the
Committee is to oversee the Company's financial reporting process on behalf of
the Board and report the results of its activities to the Board. Management is
responsible for preparing the Company's financial statements, and the
independent auditors are responsible for auditing those financial statements.
The Committee, in carrying out its responsibilities, believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and circumstances. The Committee should take the appropriate actions to set the
overall corporate "tone" for quality financial reporting, sound business risk
practices, and ethical behavior.

The following shall be the principal recurring processes of the Committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Committee may supplement them as
appropriate.

o The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board and the Committee, as representatives of the
Company's stockholders.

o The Committee shall be directly responsible for the appointment,
compensation, retention and oversight of the work of the independent
auditors (including resolution of disagreements between management and the
independent auditors regarding financial reporting). The independent
auditors shall report directly to the Committee.

o The Committee shall ensure receipt from the independent auditors of a
formal written statement delineating all relationships between such
independent auditors and the Company or any other relationships that may
adversely affect their independence, and, based on such review, shall
assess their independence consistent with Independence Standards Board 1.
The Committee shall actively engage in a dialogue with the independent
auditors with respect to any disclosed relationships or services that may
impact their objectivity and independence and take, or recommend that the
Board take, appropriate action to oversee the independence of the
independent auditors.

o Annually, the Committee will review the experience and qualifications of
the key members of the independent auditors and the independent auditors'
quality control procedures.

A-1

o The Committee shall review and pre-approve all audit services and all
permissible non-audit services. The Committee may delegate the authority
to grant pre-approvals to one or more designated members of the Committee
with any such pre-approval reported to the Committee at its next regularly
scheduled meeting.

o The Committee shall establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding accounting,
internal accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.

o The Committee shall discuss with the auditors the overall scope and plans
for their audits including the adequacy of staffing and compensation.
Also, the Committee shall discuss with management and the auditors the
adequacy and effectiveness of the accounting and financial controls,
including the Company's system to monitor and manage business risk, and
legal and ethical compliance programs. Further, the Committee shall meet
separately with the auditors, with and without management present, to
discuss the results of their examinations and any report prepared by the
auditors and delivered to the Committee.

o The Committee shall review and discuss with management and the independent
auditors (a) any material financial or non-financial arrangements of the
Company that do not appear on the financial statements of the Company,
and (b) any transaction with parties related to the Company.

o The Committee shall review the interim financial statements with
management and the independent auditors prior to the filing of the
Company's Quarterly Reports on Form 10-Q. Also, the Committee shall
discuss the results of the quarterly review and any other matters
required to be communicated to the Committee by the independent auditors
under generally accepted auditing standards.

o The Committee shall review with management and the independent auditors
the financial statements to be included in the Company's Annual Report on
Form 10-K (or the annual report to stockholders if distributed prior to
the filing of the Form 10-K), including their judgment about the quality,
not just acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the financial
statements. Also, the Committee shall discuss the results of the annual
audit and any other matters required to be communicated to the Committee
by the independent auditors under generally accepted auditing standards.

A-2

GRAPHON CORPORATION

3130 Winkle Avenue
Santa Cruz, California 95065

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 19, 2004, at the Annual Meeting of
Stockholders to be held on December 30, 2004 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.

(Continued and to be signed on the reverse side)

Annual Meeting of Stockholders
GRAPHON CORPORATION

December 30, 2004

Please date, sign and mail your proxy card in the envelope provided as soon as
possible

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS I AND II.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

I. Election of Directors: The nominees for the Board of Directors are listed
below.
NOMINEES:
[ ] FOR ALL NOMINEES [ ] Robert Dilworth
[ ] August Klein
[ ] WITHHOLD AUTHORITY
FOR ALL NOMINEES

[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s),
mark "FOR ALL EXCEPT" and fill in the circle next to each
nominee you wish to withhold, as shown here: [X]

FOR AGAINST ABSTAIN
II. To ratify the selection of BDO Seidman, [ ] [ ] [ ]
LLP as the Company's independent
auditors for the fiscal year ending
December 31, 2004.

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

To change the address on your account, please check the box at right [ ]
and indicate your new address in the space provided above. Please note that
changes to the registered name(s) on the account may not be submitted via this
method.

Signature of Stockholder _________________________ Date: ____________

Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such.
If the signer is a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.