Exhibit 10.1

                               GRAPHON CORPORATION

                             DIRECTOR SEVERANCE PLAN


SECTION 1.  INTRODUCTION

      GraphOn Corporation Director Severance Plan (the "Plan") is designed to
provide certain benefits to eligible terminating directors.


SECTION 2.  ELIGIBILITY AND PARTICIPATION

      You become eligible to participate in the Plan if (i) you are a director
of GraphOn Corporation (the "Company"); (ii) you are notified in writing that
you are eligible to participate in the Plan; (iii) your services as a
non-employee director with the Company terminates due to an "Involuntary
Termination" (as hereinafter defined) or a "Constructive Termination" (as
hereinafter defined) within twelve (12) months following a "Designated Event"
(as hereinafter defined). You are not eligible for benefits under the Plan if
you are terminated due to death, disability or any other reason other than an
Involuntary Termination or a Constructive Termination that occurs within twelve
(12) months following a Designated Event.

      If you are eligible to participate in the Plan, you are automatically a
"Participant" in the Plan and may receive benefits as described below.
Participation ends when you are no longer eligible to receive any Plan benefits.

      For purposes of this Plan, the following terms shall have the meanings set
forth below:

      a. "Cause" means any one of the following:

           i. your conviction of any felony or of a misdemeanor involving fraud,
dishonesty or moral turpitude,

           ii. your loss of any professional license required to perform your
duties at the Company, or entry of an order or judgment by a tribunal or agency
which has the effect of prohibiting you from performing your duties at the
Company,

           iii. your violation of any law or significant policy of the Company
committed in connection with the performance of your duties, or your violation
of any other policy of the Company that would constitute grounds for immediate
dismissal in accordance with the terms of such policy, regardless of whether
within or outside the scope of your authority,


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           iv. your willful or intentional misconduct, recklessness or gross
negligence in the performance of your duties, regardless of whether within or
outside the scope of your authority at the Company,

           v. your failure or refusal to comply with a specific direction of the
person or persons you report to at the Company provided that to the extent such
failure or refusal is susceptible to cure, it is not cured to the best of your
ability within five (5) business days after the delivery of written notice of
such failure or refusal to you, or

           vi. you have engaged in an action or inaction which resulted in a
material loss, damage or an injury to the Company.

      b. "Constructive Termination" means that you voluntarily terminate your
service with the Company (and all other entities that together with the Company
would be treated as a single "service recipient" for purposes of Section 409A of
the Internal Revenue Code of 1986, as amended (the "Code")) after any of the
following acts or omissions are undertaken without your express written consent:

           i. a reduction by the Company in your annual director fee as in
effect immediately prior to a Designated Event; or

           ii. any failure by the Company to obtain the assumption of this Plan
by any successor or assign of the Company;

provided, however, that you do not resign your directorship unless and until you
have provided the Company with written notice of the acts or omissions that
constitute grounds for a Constructive Termination and the Company fails to cure
such acts or omissions within thirty (30) days after receiving such written
notice.

      c. "Designated Event" means any transaction or series of transactions that
constitute a change in the ownership or effective control of the Company, or in
the ownership of a substantial portion of the assets of the Company, as defined
in regulations promulgated under Section 409A of the Code.

      d. "Involuntary Termination" means your dismissal or discharge by the
Company (and all other entities that together with the Company would be treated
as a single "service recipient" for purposes of Section 409A of the Code) for
reasons other than for Cause. The termination of your position as director will
not be deemed to be an "Involuntary Termination" if your termination occurs as a
result of your death or disability.


SECTION 3.  BENEFITS

      As a Participant in the Plan, you are eligible to receive the following
benefits after your Constructive Termination or Involuntary Termination that
occurs within twelve (12) months following a Designated Event:

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      a. Stock Options. Each outstanding stock option granted to you by the
Company prior to the Designated Event which remains outstanding immediately
prior to the occurrence of a Designated Event shall be fully vested and
exercisable as of the date of your Constructive Termination or Involuntary
Termination; provided, however, that if the Company's successor does not assume
the Company's stock options in connection with a Designated Event, your
outstanding stock options will become fully vested and exercisable immediately
prior to the occurrence of the Designated Event. In addition, unless the
Company's successor does not assume the Company's stock options in connection
with a Designated Event, the time within which each outstanding stock option may
be exercised shall be the period beginning as of the date of your Constructive
Termination or Involuntary Termination and ending on the earlier of (i) the
tenth (10th) anniversary of the date such options were granted or (ii) the date
on which such options would have expired if you had remained in continuous
service as a non-employee director of the Company through such expiration date.

      b. Parachute Payments. If any payment or benefit you would receive under
this Plan when combined with any other payment or benefit you receive after the
occurrence of the Designated Event that would constitute a "parachute payment"
within the meaning of Section 280G of the Code (a "Payment") that, but for this
sentence, would be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then such Payments shall be reduced (with any cash Payments
being reduced before any Payment attributable to the accelerated vesting of
stock options or any other non-cash Payment) to such lesser amount as would
result in no portion of the Payments being subject to the Excise Tax.


SECTION 4.  ADMINISTRATION AND OPERATION OF THE PLAN

      The Company is the "plan sponsor" and the Board of Directors of the
Company (the "Board") is the administrator of the Plan. The Board has the sole
discretion to make such rules, regulations, interpretations of the Plan and
computations and shall take such other actions to administer the Plan as it may
deem appropriate in its sole discretion. Such rules, regulations,
interpretations, computations, and other actions shall be conclusive and binding
upon all persons. The Board may delegate any or all of its responsibilities
hereunder to a committee comprised of two or more directors of the Company (the
"Committee"). In addition, the Board or the Committee may engage the services of
such persons or organizations to render advice or perform services with respect
to its responsibilities under the Plan as the Board or the Committee, as
applicable shall determine to be necessary or appropriate. Such persons or
organizations may include (without limitation) actuaries, attorneys, accountants
and consultants.


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SECTION 5.  BASIS OF PAYMENTS TO AND FROM THE PLAN

      All benefits under the Plan shall be paid by the Company. The Plan shall
be unfunded and benefits hereunder shall be paid only from the general assets of
the Company.


SECTION 6.  AMENDMENT AND TERMINATION

      The Company reserves the right to amend or terminate this Plan at any
time; provided, however, that this Plan may not be amended or terminated
following the occurrence of a Designated Event but shall, in any event,
terminate on December 31, 2010 if a Designated Event has not occurred before
that date.


SECTION 7.  NON-ALIENATION OF BENEFITS

      No Plan benefit may be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered or charged, and any attempt to do so will be void.


SECTION 8.  LEGAL CONSTRUCTION

      This Plan shall be interpreted in accordance with the laws of the State of
California.



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