EXHIBIT (a)(5)

                               GRAPHON CORPORATION

                          CONFIRMATION OF ELECTION AND
                         PROMISE OF GRANT OF NEW OPTIONS

July [_], 2003

Name
Address 1
Address 2
City, State Zip

Dear [Name]:

      This statement confirms that GraphOn Corporation ("GraphOn") has accepted
your election to participate in the stock option exchange program (the "Exchange
Program"). It also confirms that your options ("Cancelled Options"), described
below in the first four columns, were cancelled on July 23, 2003 and that you
have no remaining rights to those Cancelled Options.


         Cancelled Options                               New Options
------------------------------------          -------------------------------
                           Number of          Number of
Grant     Exercise  Grant   Option               New    Vesting   Termination
 Date      Price    Type    Shares             Options    Date        Date
------    -------  -----   --------           --------- -------   -----------




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

      In consideration for your election to participate in the Exchange Program
as set forth in the Offer (as defined below), GraphOn promises to grant to you
stock options ("New Options"), as described in the last three columns above at a
per share exercise price equal to the closing bid price per share of GraphOn's
common stock on the Grant Date (as defined below) as reported by the OTC
Bulletin Board or its successor market (if any), on a date that is at least six
months and one day after the cancellation date of the Cancelled Options, which
GraphOn currently expects to be January 26, 2004 (the "Grant Date"), subject to
the conditions set forth below.

      GraphOn promises to grant New Options to you on the Grant Date, subject to
the following conditions:

      o The terms and conditions set forth in the documents constituting the
        Offer. The documents constituting the Offer include the Schedule TO
        that GraphOn filed with the Securities and Exchange Commission on
        June 24, 2003, and all exhibits and amendments thereto, including
        the Offer to Exchange Outstanding Options to Purchase Common Stock,
        dated June 24, 2003 (collectively, the "Offer").

      o The terms of GraphOn's 1996 Stock Option Plan, GraphOn's 1998 Stock
        Option/Stock Issuance Plan and GraphOn's Supplemental Stock Option
        Plan, as applicable, and the corresponding notice of grant of stock
        option, stock option agreement and stock purchase agreement.

      o Your continued employment by GraphOn through the Grant Date. This
        promise  does  not  constitute  a  guarantee  of  employment  with
        GraphOn for any period.  Unless  expressly  provided  otherwise by
        applicable laws or a written employment contract,  your employment
        with  GraphOn will remain "at will" and can be  terminated  by you
        or  GraphOn  at any time,  for any  reason or no  reason,  with or
        without  cause,  or with or  without  notice.  If your  employment
        with GraphOn  terminates  for any reason before the Grant Date you
        will lose all rights  under this  promise to receive  New  Options
        and your Cancelled Options will not be reinstated.

      If GraphOn experiences a change of control or a reorganization occurs
before GraphOn grants the New Options, it is possible that the successor or
purchaser would agree to assume the obligation to issue the New Options.
However, GraphOn cannot guarantee that any successor or purchaser would agree to
assume any obligation to issue New Options. Therefore, it is possible that you
may not receive any New Options, securities of the surviving company or other
consideration in exchange for the Cancelled Options if GraphOn is subject to a
change of control or a reorganization occurs before the New Options are granted.

      Subject to the above terms and conditions, you will receive a notice of
grant of stock option, stock option agreement and stock purchase agreement
reflecting your New Options promptly after the Grant Date.

      Questions regarding the Offer or this Confirmation of Election and Promise
of Grant of New Options may be directed to Bob Dixon at GraphOn Corporation, 400
Cochrane Circle, Morgan Hill, California 95037, (408) 776-8858.

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