Exhibit 10.10

        FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT
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      This agreement is made and entered into on the 9th day of August 2000 (the
"Effective Date") between Consultant and GraphOn, Inc. (the "Company").

      In consideration of the mutual promises made herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

   1. The Company hereby engages Consultant for the term specified in Paragraph
      2 hereof to render financial consulting and investment banking advice to
      the Company upon the terms and conditions set forth herein.

   2. This Agreement shall commence on August 9, 2000 and continue for a term
      of 12 months.

   3. During the term of this Agreement, Consultant and Consultant's
      affiliates shall provide the Company with such regular and customary
      financial consulting advice as is reasonably requested by the Company,
      provided that Consultant shall not be required to undertake duties not
      reasonably within the scope of this Agreement.  It is understood and
      acknowledged by the parties that the value of the Consultant's advice
      is not readily quantifiable, and that although Consultant shall be
      obligated to render the advice contemplated by this Agreement upon the
      reasonable request of the Company, in good faith, consultant shall not
      be obligated to spend any specific amount of time in so doing.
      Consultant's duties may include, but will not necessarily be limited
      to, providing recommendations concerning the following financial and
      related matters:
      a. Rendering advice with regard to internal operations, including:
         i. The formation of corporate goals and their implementation;
        ii. The Company's financial structure and its divisions or subsidiaries;
       iii. Securing, when and if necessary and possible, additional financing
            through banks and/or insurance companies; and
        iv. Corporate organization and personnel; and
      b. Rendering advice with regard to any of the following corporate finance
         matters:
         i. Changes in the capitalization of the Company;
        ii. Changes in the Company's corporate structure;
       iii. Redistribution of shareholdings of the Company's stock;
        iv. Offerings of securities in public and private transactions;
         v. Alternative uses of corporate assets;
        vi. Structure and use of debt; and
       vii. Sales of stock by insiders pursuant to Rule 144 or otherwise
            Consultant as used herein shall also mean and refer to any of
            Consultant's affiliates rendering services here under.

      In addition to the foregoing, Consultant agrees to furnish advice to the
      Company in connection with (A) the acquisition of and/or merger with other
      companies, the sale of the Company itself, or any of its assets,
      subsidiaries or affiliates, or similar type of transaction (hereinafter
      referred to as a "Transaction"), and (B) financings from financial
      institutions, including but not limited to lines of credit, performance
      bonds, letters of credit, loans or other financings (hereinafter referred
      to as "Bank Financing").

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      Consultant shall also render such other financial consulting and/or
      investment-banking services as may from time to time be agreed upon by the
      consultant and the Company.

   4. The Company shall pay the Consultant the following compensation:
      a. Upon execution of this Agreement, the Company is issuing to Consultant
         (or its designees) warrants ("Warrants") to purchase 285,000 shares
         of the Company's Common Stock, exercisable for a period of five years
         from the date of this Agreement, at an exercise price equal to the
         average closing bid price of the Company's common stock for a period
         of 20 business days prior to the Effective Date of this Agreement.
         The Warrants are evidenced by a warrant agreement(s) in the form of
         Exhibit A hereto.

   5. In addition to the above,
      a. In the event Consultant directly or indirectly originates a Bank
         Financing, the Company and Consultant will mutually agree on a
         satisfactory fee.

      b. If Consultant acts as an underwriter, placement agent or advisor in
         the sale or distribution of securities by the Company to the public
         or in a private transaction (an "Offering"), Consultant shall
         receive, as compensation for services rendered, an amount to be
         mutually agreed upon.

      c. Fees and expenses payable to Consultant with regard to fairness
         opinions and valuations will be determined by mutual agreement at
         such time as the nature and terms of such opinions and valuations are
         affirmed.

      All fees to be paid pursuant to this paragraph 5, except as otherwise
      agreed in writing, are due and payable to Consultant in cash at the
      closing or closings of any transaction; the parties acknowledging and
      agreeing that if the gross proceeds of any financing or other transaction
      is to be realized by the Company over time, Consultant's fees will be
      calculated and payable pro rata contemporaneously with the receipt by the
      Company of such proceeds. In the event that this Agreement shall not be
      renewed, or if this Agreement is terminated for any reason, then
      notwithstanding any such non-renewal or termination, Consultant shall be
      entitled to receive the full fee provided hereunder for any transaction
      for which the discussions or introductions were initiated by consultant
      during the term of this Agreement.

      The parties acknowledge and agree that notwithstanding anything o the
      contrary in this Agreement, the Company is under no obligation to enter
      into any transaction originated or proposed by Consultant. Consultant has
      no power to bind or commit the Company to any proposed transaction or
      financing, which transaction or financing shall be subject to acceptance
      by the Company in writing and formal approval by the Company's Board of
      Directors.

   6. In addition to the fees payable hereunder, and regardless of whether
      any transaction set forth in paragraph 5 is proposed or consummated,
      upon submission of itemized expense statements by Consultant in the
      manner reasonably specified by the Company, the Company shall reimburse
      Consultant for all reasonable travel and out-of-pocket expenses
      incurred in connection with the services performed by consultant
      pursuant to this Agreement, which reimbursement shall be made within a
      reasonable period of time after submission of such expense statements.
      All such expenditures in excess of $500 will be submitted to the
      Company for approval in advance.

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   7. (a) The Company acknowledges that all opinions and advice (written or
      oral) given by Consultant to the Company in connection with
      Consultant's engagement are intended solely for the benefit and use of
      the Company in considering the transaction to which they relate, and
      the Company agrees that no person or entity other than the Company
      shall be entitled to make use of or rely upon the advice of Consultant
      to be given hereunder, and no such opinion or advice shall be used for
      any manner or for any purpose, nor may the Company make any public
      references to Consultant, or use the Consultant's name in any annual
      reports or any other reports or releases of the Company, without
      consultant's prior written consent.

      (b) The Company acknowledges that Consultant makes no commitment to make a
      market in the Company's securities, to recommend or advise its clients to
      purchase the Company's securities, or to prepare research or corporate
      finance reports.

   8. Consultant acknowledges and agrees that its disclosure of any
      confidential information of the Company may result in irreparable
      injury and damage to the Company.  Consultant will hold in confidence
      any confidential information, which the company provides to Consultant
      pursuant to this Agreement.  Notwithstanding the foregoing, consultant
      shall not be required to maintain confidentiality with respect to
      information (i) which is or becomes part of the public domain not due
      to the breach of this Agreement by Consultant; (ii) of which it had
      independent knowledge prior to disclosure; (iii) which comes into he
      possession of consultant in the normal and routine course of its own
      business from and through independent non-confidential sources; or (iv)
      which is required to be disclosed by consultant by laws, rules or
      regulators.  If Consultant is requested or required to disclose any
      confidential information supplied to it by the Company, Consultant
      shall, unless prohibited by law, promptly notify the Company of such
      request(s) so that the Company may seek an appropriate protective order.

   9. The Company acknowledges that consultant or its affiliates are in the
      business of providing financial services and consulting advice to others.
      Nothing herein contained shall be construed to limit or restrict
      consultant in conducting such business with others, or in rendering such
      advice to others.

  10. The company recognizes and confirms that, in advising the Company
      hereunder, consultant will use and rely on data, material and other
      information furnished to Consultant by the Company, without independently
      verifying the accuracy, completeness or veracity of same.

  11. The Company aggress to indemnify and hold harmless consultant, its
      employees, agents, representatives and controlling persons from and
      against any and all losses, claims, damages, liabilities, suits,
      actions, proceedings, costs and expenses (collectively, "Damages"),
      including, without limitation, reasonable attorney fees and expenses,
      as and when incurred, if such Damages were directly or indirectly
      caused by, relating to, based upon or arising out of the rendering by
      Consultant of services pursuant to this Agreement, so long as
      consultant shall not have engaged in intentional or willful misconduct,
      or shall have acted negligently, in connection with the services
      provided which form the basis of the claim for indemnification;
      provided, however, that (a) the company receives prompt written
      notification of any claim for which it is being requested to provide
      indemnification pursuant to this Section, (b) the company may assume,
      in a prompt fashion, sole control of the defense or settlement of such
      a claim, including the right to choose counsel for such defense or
      settlement, provided, however, that in the event that counsel chosen by

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      the Company has a conflict of interest in defending Consultant,
      consultant may, at the Company's expense choose its own counsel and (c)
      the Company receives, at its expense, such reasonable assistance from
      Consultant as the Company may request.  In the event that the Company
      assumes sole control of the defense or settlement of such claim,
      Consultant may, at its expense, participate in such defense or
      settlement.  This paragraph shall survive the termination of this
      Agreement.

  12. Consultant shall perform its services hereunder as an independent
      contractor and not as an employee or agent of the Company or any affiliate
      thereof. Consultant shall have no authority to act for, represent or bind
      the company or any affiliate thereof in any manner, except as may be
      expressly agreed to by the Company in writing from time to time.

  13. This Agreement constitutes the entire agreement between the parties
      with respect to the subject matter hereof.  No provision of this
      Agreement may be amended, modified or waived, except in writing signed
      by both parties.  This Agreement shall be binding upon and inure to the
      benefit of each of the parties and their respective successors, legal
      representatives and assigns.  This Agreement may be executed in
      counterparts.  In the event of any dispute under this Agreement, then
      and in such event, each party agrees that the same shall be submitted
      to the American Arbitration Association ("AAA") in the City of New York
      or nearest city, for its decision and determination in accordance with
      its rules and regulations then in effect.  Each of the parties agrees
      that the decision and/or award made by the AAA may be entered as
      judgment of the Courts of the State of New York, and shall be
      enforceable as such.  This Agreement shall be construed and enforced in
      accordance with the laws of the State of New York, without giving
      effect to conflict of laws.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed on the day and year first above written.

      Consultant                          GraphOn Inc.
      By: /s/                             By: /s/
      Title:                              Title:



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Exhibit A

Warrant Agreement

The warrant agreement referred to in the Consulting Agreement between Consultant
and GraphOn, Exhibit A, is incorporated by reference from Registrant's form S-3,
file number 333-51420, filed with the SEC on December 7, 2000.