[GraphOn Letterhead]

February 11, 2000

Mr. Bill Swain:

Dear Bill:

On behalf of GraphOn Corporation, I am pleased to offer you employment as Chief
Financial Officer and Vice President of Finance and Administration for GraphOn
reporting to President. Your base salary will be at a monthly rate of $12,500,
which is annualized at a rate of $150,000 and will be subject to an annual
review. Participation in the regular health insurance plan and other employee
benefit plans established by GraphOn for its employees will also be available to
you in addition to three weeks vacation per year.

A recommendation will be made to the Board of Directors that you he granted the
opportunity to purchase 125,000 shares of common stock at the current fair
market value of GraphOn common stock as determined by the Board of Directors at
your start date. The option will vest in thirty-three (33) equal monthly
installments at the rate of 3.03% per installment. The first installment will
start vesting three months after your start date. Also, you will be eligible for
additional 10,000 shares, of common stock for meeting quarterly management
objectives during your first year of employment.

The offer described in this letter will remain open for five (5) days from the
date of this letter unless we notify you otherwise. You understand that this
letter does not constitute a contract of employment for any specific period of
time, but constitutes an `employment at will' relationship, during which time
you may be terminated without cause. If, on the other hand, your employment were
terminated due to a merger or acquisition where your duties or the reduction of
duties, either of which substantially changes the nature, responsibility or
character of position as viewed from the Executive's perspective, or any removal
from any such positions; a reduction in your level of compensation (including
Base Salary, fringe benefits and any non-discretionary and objective-standard
incentive payment or bonus award); a relocation of employment by more than fifty
(50) miles from GraphOn's current place of employment; or the failure of GraphOn
to obtain the assumption of this Agreement by any successor, then the Company
would continue your base salary for a period of three (3) months following your
date of termination as a form of severance.

Again, however, your stock vesting and all benefits would cease as of your
termination date. This is the full and complete agreement between us on this
term. This provision can only be modified in writing signed by both you and the
Company's President.

Your employment pursuant to this offer is contingent on you signing a standard
Employee Non-Disclosure Agreement, in which you agree to hold in confidence any
proprietary information developed as an employee of GraphOn. We also wish to
impress upon you that we do not wish you to bring with you any confidential or
proprietary material of any former employer or to violate any other obligation
to your former employer.

We very much hope that you will accept our offer and look forward to having you
on the team.

Sincerely yours,

/s/ Walt Keller
---------------
Walt Keller
President

I accept the offer of employment above and expect to commence employment on
February 15, 2000

Bill Swain     /s/ Bill Swain            2/15/00
--------------------------------------------------------------------------------
Name                                     Date