EXHIBIT 99.2

                               GRAPHON CORPORATION
                               150 HARRISON AVENUE
                           CAMPBELL, CALIFORNIA 95008

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoints Walter Keller and Edmund Becmer as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them, and each of them, to represent and vote, as designated below, all the
shares of common stock of GraphOn Corporation ("GraphOn") held of record by the
undersigned on April   , 1999 at the Special Meeting of shareholders to be held
on April  , 1999, or any adjournment thereof.

1. To consider and vote upon a proposal to approve and adopt a certain Agreement
and Plan of Merger and Reorganization, dated as of February 1, 1999, between
Unity First Acquisition Corp., a Delaware corporation ("Unity"), and GraphOn,
providing for, among other things, the merger of GraphOn with and into Unity,
and the issuance by Unity of approximately 9,730,540 shares of its common stock
to GraphOn's shareholders, all upon the terms and conditions described therein.

      |_| FOR                     |_| AGAINST                      |_| ABSTAIN

2. To approve an adjournment or postponement of the Special Meeting, if
necessary, to permit further solicitation of proxies in the event that there are
not sufficient votes at the Special Meeting to approve Proposal 1, above.

      |_| FOR                     |_| AGAINST                      |_| ABSTAIN

3. To transact any other business incidental to the Special Meeting that may
properly come before such meeting or any adjournment or postponement thereof.

                           (CONTINUED ON REVERSE SIDE)




         THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. A VOTE TO "ABSTAIN" WILL NOT BE COUNTED
TOWARDS THE REQUISITE AFFIRMATIVE VOTE TO APPROVE PROPOSAL 1.

         PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.

         Please sign exactly as name appears below.

                                    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 authorized person.


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                                    Signature


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                                    Signature if held jointly.
                                    Dated:  ________, 1999