ADVISORY AGREEMENT

December 16, 2003

Mr. Robert Dilworth

Chairman & CEO

GraphOn Corporation

105 Cochran Circle

Morgan Hill, CA  95037

Dear Mr. Dilworth:

The purpose of this letter ("Agreement") is to formalize the understanding

between Griffin Securities, Inc. ("Advisor") and GraphOn Corporation (the

"Company") with respect to a non-exclusive arrangement whereby Advisor shall

introduce the Company to prospective investors that may participate in the

Company's bridge financing, the bridge take out financing, other financing

and/or to other companies that may lead to new business opportunities.

Equity Financing - Should the Company raise any equity financing ("Equity

Financing") from investors introduced directly and or indirectly to the Company

by Advisor [Indirect introductions shall be limited to those investors

introduced directly to the Company by one of the investors or potential

investors previously introduced to the Company by the advisor], the Company

agrees to compensate Advisor with a cash fee at the closing of such Equity

Financing (or closings, if the Equity Financing has two or more tranches) at the

rate of Ten Percent (10%) of the amount raised. In addition, the Company agrees

to issue financing warrants (the "Equity Warrants") to Advisor to purchase

equity in the Company equal to Ten Percent (10%) of the number of common shares

and/or warrants issued in the Equity Financing. [In other words, if the

investors receive common stock and/or warrants to purchase Ten Percent (10%) of

the Company, Advisor shall receive Equity Warrants to purchase One Percent (1%)

of the Company.] Advisor's Equity Warrants shall be exercisable over a five (5)

year period at a price per share equal to the price at which the Company raises

funds under such offering and will be subject to certain customary terms and

conditions including piggyback registration rights, which the parties hereto

agree to negotiate in good faith.

Other Financing Transaction Fees - Should the Company raise any bridge and/or

debt financing ("Bridge Financing") from investors introduced directly and or

indirectly to the Company by Advisor [Indirect introductions shall be limited to

those investors introduced directly to the Company by one of the investors or

potential investors previously introduced to the Company by the Advisor], the

Company agrees to compensate Advisor with a cash fee at the closing of such

Bridge Financing at the rate of Ten Percent (10%) of the amount raised. In

addition, the Company agrees to issue financing warrants (the "Equity Warrants")

to Advisor to purchase equity in the Company equal to Ten Percent (10%) of the

number of common shares and/or warrants issued in the Equity Financing. [In

other words, if the investors receive common stock and/or warrants to purchase

Ten Percent (10%) of and Company, Advisor shall receive Equity Warrants to

purchase One Percent (1%) of the Company.] Advisor's Equity Warrants shall be

exercised over a five (5) year period at a price per share equal to the price at

which the Company raises funds under such offering and will be subject to

certain customary terms and conditions, including piggyback registration rights,

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which the parties hereto agree to negotiate in good faith. In addition, as and

to the extent that any Warrants issued to the investor(s) are exercised the

Company agrees to pay Griffin a warrant solicitation fee equal to 5% of the

exercise price of the applicable Warrants.

New Business Opportunities - Should the Company enter into a business

transaction or "Merger and Acquisition" transaction ("Business Transaction")

with a company or entity that was introduced to the Company directly by Advisor,

the Company agrees to compensate Advisor with a cash fee at the closing of such

Business Transaction (or closings, if the Business Transaction has two or more

events) at the rate of five percent (5%) of the Aggregate Value of the

transaction. For the purpose of this letter, the term Aggregate Value shall mean

the total amount of cash and/or reasonably quantifiable economic benefit

received directly by the Company.

The Company shall have the right to reject any equity financing, other financing

or new business opportunity in its discretion for any reason or no reason

whatsoever.

Expense Reimbursement - The Company shall promptly reimburse Griffin, after the

receipt of reasonable documentation, for all reasonable out-of-pocket expenses