AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               GRAPHON CORPORATION



      The undersigned, Walter Keller, hereby certifies that:

      ONE: He is the duly elected and acting President of said corporation.

      TWO: The Certificate of Incorporation of said corporation was originally
filed in the Office of the Secretary of State of the State of Delaware on May
30, 1996 and the Restated Certificate of Incorporation of said corporation was
originally filed in such office on November 8, 1996. It was originally filed
under the name Unity First Acquisition Corp.

      THREE: The Certificate of Incorporation of said corporation shall be
amended and restated to read in full as follows:

                                    ARTICLE I

      The name of this corporation is GraphOn Corporation (the "Corporation").

                                   ARTICLE II

      The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle 19805.
The name of the Corporation's registered agent at such address is the
Corporation Service Company.

                                   ARTICLE III

      The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware (the "GCL").

                                   ARTICLE IV

      The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that the Corporation is authorized to issue is Fifty Million
(50,000,000). Forty Five Million (45,000,000) shares shall be Common Stock, par
value $0.0001 per share, and Five Million (5,000,000) shares shall be Preferred
Stock, par value $0.01 per share.

      The Preferred Stock may be issued from time to time in one or more series,
without further stockholder approval. The Board of Directors of the Corporation
is hereby authorized to fix or alter the rights, preferences, privileges and
restrictions granted to or imposed upon each series of Preferred Stock, and the

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number of shares constituting any such series and the designation thereof, or of
any of them. The rights, privileges, preferences and restrictions of any such
additional series may be subordinated to, pari passu with (including, without
limitation, inclusion in provisions with respect to liquidation and acquisition
preferences, redemption and/or approval of matters by vote), or senior to any of
those of any present or future class or series of Preferred Stock or Common
Stock. The Board of Directors is also authorized to increase or decrease the
number of shares of any series prior or subsequent to the issue of that series,
but not below the number of shares of such series then outstanding. In case the
number of shares of any series shall be so decreased, the shares constituting
such decrease shall resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.

                                    ARTICLE V

      In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, repeal, alter, amend and
rescind any or all of the Bylaws of the Corporation. In addition, the Bylaws may
be amended by the affirmative vote of holders of at least 66 2/3% of the
outstanding shares of voting stock of the Corporation entitled to vote at an
election of directors.

                                   ARTICLE VI

      The number of directors of the Corporation shall be determined by
resolution of the Board of Directors.

      Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide. Advance notice of stockholder nominations for
the election of directors and of any other business to be brought before any
meeting of the stockholders shall be given in the manner provided in the Bylaws
of this Corporation.

      At each annual meeting of stockholders, directors of the Corporation shall
be elected to hold office until the expiration of the term for which they are
elected, or until their successors have been duly elected and qualified; except
that if any such election shall not be so held, such election shall take place
at a stockholders' meeting called and held in accordance with the GCL.

      The directors of the Corporation shall be divided into three (3) classes
as nearly equal in size as is practicable, hereby designated Class I, Class II
and Class III. For the purposes hereof, the initial Class I, Class II and Class
III directors shall be those directors so designated by a resolution of the
Board of Directors. At the first annual meeting of stockholders following the
closing of the initial public offering of the Corporation's Common Stock, the
term of office of the Class I directors shall expire and Class I directors shall
be elected for a full term of three (3) years. At the second annual meeting of
stockholders following the closing of the initial public offering of the
Corporation's Common Stock, the term of office of the Class II directors shall
expire and Class II directors shall be elected for a full term of three (3)
years. At the third annual meeting of stockholders following the initial public
offering of the Corporation's Common Stock, the term of office of the Class III
directors shall expire and Class III directors shall be elected for a full term
of three (3) years. At each succeeding annual meeting of stockholders, directors


                                     - 2 -
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shall be elected for a full term of three (3) years to succeed the directors of
the class whose terms expire at such annual meeting. If the number of directors
is hereafter changed, each director then serving as such shall nevertheless
continue as a director of the Class of which he is a member until the expiration
of his current term and any newly created directorships or decrease in
directorships shall be so apportioned among the classes as to make all classes
as nearly equal in number as is practicable.

      Vacancies occurring on the Board of Directors for any reason may be filled
by vote of a majority of the remaining members of the Board of Directors, even
if less than a quorum, at any meeting of the Board of Directors. A person so
elected by the Board of Directors to fill a vacancy shall hold office for the
remainder of the full term of the director for which the vacancy was created or
occurred and until such director's successor shall have been duly elected and
qualified. A director may be removed from office by the affirmative vote of the
holders of 66 2/3% of the outstanding shares of voting stock of the Corporation
entitled to vote at an election of directors.

                                   ARTICLE VII

      Stockholders of the Corporation shall take action by meetings held
pursuant to this Amended and Restated Certificate of Incorporation and the
Bylaws and shall have no right to take any action by written consent without a
meeting. Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. Special meetings of the stockholders, for
any purpose or purposes, may be called only by the Board of Directors of the
Corporation or by the holders of at least 50% of the outstanding shares of
capital stock of the Corporation. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                  ARTICLE VIII

      To the fullest extent permitted by applicable law, this Corporation is
authorized to provide indemnification of (and advancement of expenses to)
directors, officers, employees and agents (and any other persons to which
Delaware law permits this Corporation to provide indemnification) through Bylaw
provisions, agreements with such agents or other persons, vote of stockholders
or disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the GCL, subject only to
limits created by applicable Delaware law (statutory or non-statutory), with
respect to action for breach of duty to the Corporation, its stockholders, and
others.

      No director of the Corporation shall be personally liable to the
Corporation or any stockholder for monetary damages for breach of fiduciary duty
as a director, except for any matter in respect of which such director shall be
liable under Section 174 of the GCL or any amendment thereto or shall be liable
by reason that, in addition to any and all other requirements for such
liability, such director (1) shall have breached the director's duty or loyalty
to the Corporation or its stockholders, (2) shall have acted in manner involving
intentional misconduct or a knowing violation of law or, in failing to act,
shall have acted in a manner involving intentional misconduct or a knowing
violation of law, or (3) shall have derived an improper personal benefit. If the


                                     - 3 -
<PAGE>

GCL is hereafter amended to authorize the further elimination or limitation of
the liability of a director, the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the GCL, as so
amended.

      Each person who was or is made a party or is threatened to be made a party
to or is in any way involved in any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), including any appeal therefrom, by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or a direct or indirect
subsidiary of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another entity or enterprise, or was a
director or officer of a foreign or domestic corporation which was predecessor
corporation of the Corporation or of another entity or enterprise at the request
of such predecessor corporation, shall be indemnified and held harmless by the
Corporation, and the Corporation shall advance all expenses incurred by any such
person in defense of any such proceeding prior to its final determination, to
the fullest extent authorized by the GCL. In any proceeding against the
Corporation to enforce these rights, such person shall be presumed to be
entitled to indemnification and the Corporation shall have the burden of proving
that such person has not met the standards of conduct for permissible
indemnification set forth in the GCL. The rights to indemnification and
advancement of expenses conferred by this Article VIII shall be presumed to have
been relied upon by the directors and officers of the Corporation in serving or
continuing to serve the Corporation and shall be enforceable as contract rights.
Said rights shall not be exclusive of any other rights to which those seeking
indemnification may otherwise be entitled. The Corporation may, upon written
demand presented by a director or officer of the Corporation or of a direct or
indirect subsidiary of the Corporation, or by a person serving at the request of
the Corporation as a director or officer of another entity or enterprise, enter
into contracts to provide such persons with specified rights to indemnification,
which contracts may confer rights and protections to the maximum extent
permitted by the GCL, as amended and in effect from time to time.

      If a claim under this Article VIII is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce the right to be advanced expenses incurred in
defending any proceeding prior to its final disposition where the required
undertaking, if any, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the GCL for the
Corporation to indemnify the claimant for the amount claimed, but the claimant
shall be presumed to be entitled to indemnification and the Corporation shall
have the burden of proving that the claimant has not met the standards of
conduct for permissible indemnification set forth in the GCL.

      If the GCL is hereafter amended to permit the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment, the indemnification rights conferred by this
Article VIII shall be broadened to the fullest extent permitted by the GCL, as
so amended.

                                     - 4 -
<PAGE>

                                   ARTICLE IX

      The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.
Notwithstanding the foregoing, the provisions set forth in Articles V, VI, VII,
VIII and IX of this Amended and Restated Certificate of Incorporation may not be
repealed or amended in any respect without the affirmative vote of holders at
least 66 2/3% of the outstanding voting stock of the Corporation entitled to
vote at election of directors.

      FOUR: The foregoing amendment and restatement has been duly adopted by the
Corporation's Board of Directors in accordance with the applicable provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.

      FIFTH: The foregoing amendment and restatement was approved by the holders
of the requisite number of shares of the Corporation in accordance with Section
228 of the General Corporation Law of the State of Delaware.

      IN WITNESS WHEREOF, the undersigned have executed this certificate on July
12, 1999.

                              /s/ Walter Keller
                              -----------------
                              Walter Keller
                              President





<PAGE>


                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                               GRAPHON CORPORATION


      GRAPHON CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

      FIRST: The name of the Corporation is GRAPHON CORPORATION.

      SECOND: The date on which the Certificate of Incorporation of the
Corporation was originally filed with the Secretary of State of the State of
Delaware is May 30, 1996, under the name "Unity First Acquisition Corp."

      THIRD: The Board of Directors of the Corporation, acting in accordance
with the provisions of Sections 141 and 242 of the General Corporation Law of
the State of Delaware, adopted resolutions amending its Certificate of
Incorporation as follows:

           The first paragraph of Article IV of the Corporation's Certificate of
      Incorporation shall be amended to read in its entirety as follows:

                                      "IV.

           "The Corporation is authorized to issue two classes of stock to be
      designated "common" and "preferred." The total number of shares that the
      Corporation is authorized to issue is Two Hundred Million (200,000,000)
      shares. One Hundred Ninety Five Million (195,000,000) shares shall be
      Common Stock, par value $0.0001 per share, and Five Million (5,000,000)
      shares shall be Preferred Stock, par value $0.01 per share."

      FOURTH: Thereafter pursuant to a resolution of the Board of Directors,
such amendment was submitted to the stockholders of the Corporation for their
approval, and was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.



<PAGE>


      IN WITNESS WHEREOF, GraphOn Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by its Chief Financial
Officer this 29th day of March, 2005.

                               GRAPHON CORPORATION


                               By: /s/ William Swain
                                   -----------------
                                  William Swain, Chief Financial Officer