GOAMERICA INC, S-1/A, 2000-02-28

GOAMERICA INC
S-1/A, 2000-02-28
RADIOTELEPHONE COMMUNICATIONS

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<PAGE>

As filed with the Securities and Exchange Commission on February 28, 2000

Registration No. 333-94801
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1

TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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GoAmerica, Inc.
(Exact name of registrant as specified in its charter)

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Delaware 4812 22-3693371
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification Number)
incorporation or Classification Code
organization) Number)

401 Hackensack Avenue,
Hackensack, New Jersey 07601
201-996-1717
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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Aaron Dobrinsky
President and Chief Executive Officer
GoAmerica, Inc.
401 Hackensack Avenue
Hackensack, New Jersey 07601
201-996-1717
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

Copies to:
David J. Sorin Scott M. Freeman
Andrew P. Gilbert Sidley & Austin
Buchanan Ingersoll Professional 875 Third Avenue
Corporation New York, New York 10022
650 College Road East (212) 906-2000
Princeton, New Jersey 08540
(609) 987-6800

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Approximate date of commencement of the proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE

<TABLE>
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<CAPTION>
Title of Each Class of Proposed Maximum Amount of
Securities to be Registered Aggregate Offering Price(1) Registration Fee(2)
- --------------------------------------------------------------------------------
<S> <C> <C>
Common stock, $0.01 par value
per share...................... $184,000,000.00 $48,576.00
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
(1)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act.

(2)The registrant previously paid $26,400 of such fee on January 18, 2000.

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. We may not sell these securities until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2000

PROSPECTUS

10,000,000 Shares

[LOGO OF GOAMERICA]

Common Stock

-----------

This is an initial public offering of shares of common stock of GoAmerica, Inc.
We are selling the 10,000,000 shares of common stock offered under this
prospectus.

There is currently no public market for our shares. We currently estimate that
the initial public offering price will be between $14.00 and $16.00 per share.
We have applied to have our common stock approved for listing on the Nasdaq
National Market under the symbol "GOAM."

See "Risk Factors" beginning on page 7 to read about risks that you should
consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.

-----------

<TABLE>
<CAPTION>
Per
Share Total
----- -----
<S> <C> <C>
Public offering price............................................... $ $
Underwriting discount............................................... $ $
Proceeds, before expenses, to us.................................... $ $
</TABLE>

-----------

The underwriters may purchase up to an additional 1,500,000 shares of common
stock from us at the initial public offering price less the underwriting
discount to cover over-allotments.

The underwriters expect to deliver the shares against payment in New York, New
York on , 2000.

-----------

Bear, Stearns & Co. Inc.

Chase H&Q

U.S. Bancorp Piper Jaffray

Wit SoundView

-----------

DLJdirect Inc.
-----------

The date of this prospectus is , 2000
<PAGE>

GOAMERICA,INC.

[Graphic appears here. The graphic depicts a businessman working on a
wirelessly enabled personal computer. The Company's logo appears across the top
of the graphic. The word "go" appears in the upper lefthand section and the
words "innovation" and "connectivity" appear in the foreground.

[Description of Artwork]
[Graphic appears here. This graphic is a two page gatefold with the Company's
logo appearing across the top. The words "GoAmerica provides wireless access..."
appear under the logo followed by four boxes aligned from left to right. The
first box includes the text "Email, the Web and corporate intranets" and has an
accompanying photograph of the globe. The second box includes the text "Secure,
reliable network operations center" and has an accompanying photograph of
computer technology. The third box contains the text "Allows use on various
network carriers" and has an accompanying photograph of various networks. The
fourth box contains the text "Using GoAmerica software, enables use of a variety
of mobile devices" and has an accompanying photograph of various mobile devices.
In the background are various pictures of business persons and certain wording
including the words "independent access," "internet architecture," "devices,"
"corporate intranets," "wireless connectivity" and "networks."
<PAGE>

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
This summary does not contain all the information that you should consider
before investing in our common stock. You should read the entire prospectus
carefully, especially "Risk Factors" beginning on page 7 and our financial
statements and related notes.

GoAmerica, Inc.

Our Company

We are a nationwide wireless Internet services provider. We enable our
individual and business subscribers to access remotely the Internet, email and
corporate intranets in real time through a wide variety of mobile computing and
communications devices. Through our Wireless Internet Connectivity Center, we
offer our subscribers comprehensive and flexible mobile data solutions for
wireless Internet access by providing wireless network services, mobile
devices, software and subscriber service and support.

Our Go.Web technology and Wireless Internet Connectivity Center enable our
subscribers to access a wide variety of Internet content, such as business and
financial data, news, sports, travel, entertainment, personal contact and other
information. Our subscribers can also conduct ecommerce transactions, such as
shopping, reservations and stock trading, to the extent permitted by their
mobile device of choice. Our subscribers can also customize their personal Web
site or "personal portal," www.mygoweb.com, to access their favorite Web sites
quickly. In addition, we offer a variety of email solutions which allow our
subscribers to access their email at their existing Internet and business email
accounts as well as a GoAmerica email address.

We provide our subscribers with flexible and reliable wireless Internet
services across a number of wireless networks and mobile device platforms. To
provide our subscribers with nationwide access, we have established strategic
relationships with many leading wireless network carriers. Our subscribers are
able to use our wireless Internet services with their choice of a wide variety
of leading mobile devices, including Palm operating system-based computing
devices, Research In Motion's interactive pagers, laptop computers, Microsoft
Windows CE-based computers and wirelessly-enabled smart phones. We also have
engineered our wireless Internet services to operate with new versions of many
wireless devices.

Our Opportunity

We believe that the growth of the Internet, email and mobile wireless
communications has created a significant market opportunity for service
providers capable of efficiently delivering wireless Internet and email
services over wireless communication networks. Our belief is based in part upon
the following:

. According to Forrester Research, Inc., daily Internet email traffic in
the United States will increase from 100 million email messages per day
in 1996 to 1.5 billion per day in 2002.

. International Data Corporation forecasts that the remote and mobile
workforce in the United States, defined as employees spending more than
20% of their time away from the office, will grow from 34 million
individuals at the end of 1998 to 47 million at the end of 2003.

While the wireless data services market is developing rapidly, widespread
adoption of wireless data services has been hindered by a number of challenges,
including limited wireless data service coverage areas, incompatible mobile
devices and wireless networks, and slow wireless data transmission speeds. We
believe that adoption of wireless data applications that serve specific
industries, such as financial services, or

1
<PAGE>

enterprise solutions, such as sales force automation, have shown the greatest
penetration to date. However, the rapid development of the Internet, with the
resulting nearly unlimited access to content and to corporate intranets, has
created the opportunity for rapid adoption of wireless devices for large scale
applications, including messaging, email connectivity, personal information
management (address and calendar) connectivity, and access to the Internet. As
a result, we believe that a significant opportunity exists for wireless
Internet service providers that are capable of offering individuals and
businesses easy-to-use, cost-effective and reliable wireless data service.

Our Solution

We offer our subscribers comprehensive and flexible mobile data solutions
for wireless Internet access by providing wireless network services, mobile
devices, software and subscriber service and support. The following are key
components of our comprehensive wireless Internet solution:

. Offer easy-to-use and flexible wireless Internet access, ecommerce and
email for individuals and businesses;

. Provide nationwide services across multiple wireless networks;

. Enable wireless services through a wide variety of mobile computing and
communications devices; and

. Integrate various wireless technologies and networks to provide seamless
Internet solutions.

Our Strategy

We seek to enhance our offerings with value-added services and additional
functionality to expand our subscriber base and increase our recurring
revenues. Our strategy includes the following key elements:

. Offer comprehensive and flexible access, device and support solutions to
improve user experience;

. Capitalize on our marketing and branding initiatives to strengthen
customer relationships and capture market share;

. Expand our sales and distribution channels to reach more subscribers;
and

. Provide superior customer service and technical support to maximize
customer satisfaction.

2
<PAGE>

The Offering

<TABLE>
<C> <S>
Common Stock offered by us.............. 10,000,000 shares
Common Stock to be outstanding after
this offering.......................... 47,136,760 shares
Use of proceeds......................... We expect to use the net proceeds
from this offering to expand sales
and marketing initiatives, expand
customer service and support systems
and capabilities, build a redundant
network operating center, acquire and
implement new operational and
financial systems, increase working
capital and for possible future
acquisitions.
Risk factors............................ See Risk Factors beginning on page 7
to read about risks relating to the
purchase of shares of our common
stock, including that we have
historically incurred losses and that
these losses are expected to increase
for the forseeable future and, we
have only a limited operating
history.
Proposed Nasdaq National Market symbol.. GOAM
</TABLE>

The number of shares of common stock to be outstanding after this offering
include 13,222,760 shares of common stock to be issued upon automatic
conversion of all outstanding shares of our preferred stock upon completion of
this offering. The shares of common stock to be outstanding after this offering
exclude:

. 10,716,000 shares of common stock authorized for issuance under our
stock option plans and employee stock purchase plan, of which 2,440,008
shares were subject to outstanding options as of December 31, 1999 at a
weighted average exercise price of $0.92; and

. 1,276,800 shares of common stock issuable upon exercise of outstanding
warrants as of December 31, 1999 at a weighted average exercise price of
$1.17.

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

Except as otherwise noted, the information in this prospectus reflects a
2,000-for-one split of our outstanding shares of common stock on May 28, 1998
and an eight-for-one split of our outstanding shares of common stock on
February 25, 2000 and assumes (1) the conversion of all outstanding shares of
preferred stock into shares of common stock prior to the closing of this
offering and (2) no exercise of the underwriters' overallotment option.

GoAmerica Communications Corp. was incorporated in Delaware in 1996. In
December 1999, GoAmerica, Inc. was incorporated in Delaware and each of the
security holders of GoAmerica Communications Corp. exchanged all their
outstanding securities for newly issued securities of GoAmerica, Inc. with
equivalent rights and preferences. As a result, GoAmerica Communications Corp.
became a wholly-owned subsidiary of GoAmerica, Inc. See "Description of Capital
Stock." Our principal offices are located at 401 Hackensack Avenue, Hackensack,
New Jersey 07601, and our telephone number is (201) 996-1717.

We maintain a Web site at http://www.goamerica.net. The information
contained at our Web site is not incorporated into and does not constitute part
of this prospectus, and the only information that you should rely on in making
your decision whether to invest in our common stock is the information
contained in this prospectus.

3
<PAGE>

SUMMARY FINANCIAL DATA

The following summary statement of operations data for the period from
August 6, 1996, our date of inception, to December 31, 1996 and for the years
ended December 31, 1997, 1998 and 1999 are derived from our audited financial
statements. The pro forma statement of operations data presented below give
effect to the conversion of all of our Series A Preferred Stock into an
aggregate of 8,038,304 shares of common stock upon the closing of this
offering, as if such conversion had occurred at the dates of issuance. The pro
forma balance sheet data reflects the conversion of our Series A Preferred
Stock described above and the issuance and sale of 648,057 shares of our Series
B Preferred Stock after December 31, 1999 for total net proceeds of
approximately $25.2 million; the issuance of 226,816 shares of common stock in
connection with the Series B Preferred Stock financing; and the conversion of
all of our Series B Preferred Stock into an aggregate of 5,184,456 shares of
common stock. The pro forma as adjusted balance sheet data further reflects the
sale of the 10,000,000 shares of common stock offered by us in this offering at
an assumed initial public offering price of $15.00 per share, after deducting
the underwriting discount and estimated offering expenses payable by us. You
should read the selected financial data together with our financial statements
and the sections of this prospectus entitled "Capitalization" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

4
<PAGE>

<TABLE>
<CAPTION>
Period from
August 6,
1996 (date of Years Ended
inception) to December 31,
December 31, --------------------------
1996 1997 1998 1999
------------- ------- ------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Statement of Operations Data:
Revenue:
Subscriber......................... $ -- $ 115 $ 360 $ 1,183
Equipment.......................... -- 33 449 1,341
Other.............................. -- 25 18 207
------ ------- ------- --------
Total revenue........................ -- 173 827 2,731
Costs and expenses:
Cost of subscriber revenue......... -- 88 304 4,051
Cost of equipment revenue.......... -- 15 532 1,648
Sales and marketing................ 43 243 909 3,283
General and administrative......... 175 841 1,549 4,810
Depreciation and amortization...... 3 32 124 275
Settlement costs................... -- -- -- 297
Interest income.................... -- -- (14) (165)
------ ------- ------- --------
Net loss............................. $ (221) $(1,046) $(2,577) $(11,468)
Beneficial conversion feature and
accretion of redemption value of
mandatorily redeemable convertible
preferred stock..................... -- -- -- (10,464)
------ ------- ------- --------
Net loss applicable to common
stockholders........................ $ (221) $(1,046) $(2,577) $(21,932)
====== ======= ======= ========
Basic and diluted net loss per share
applicable to common stockholders... $(0.02) $ (0.06) $ (0.14) $(1.00)
====== ======= ======= ========
Weighted average shares used in
computation of net loss per share
applicable to common stockholders... 14,382 16,518 18,826 22,025
Pro forma basic and diluted net loss
per share........................... $ (0.45)
========

Weighted average shares used in
computation of pro forma net loss
per share........................... 25,693
</TABLE>

<TABLE>
<CAPTION>
As of December 31, 1999
-------------------------------
Pro Forma As
Actual Pro Forma Adjusted
------- --------- ------------
(in thousands)
<S> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents.................... $ 6,344 $31,534 $169,684
Working capital.............................. 2,426 27,616 165,766
Total assets................................. 9,757 34,947 173,097
Series A redeemable convertible preferred
stock....................................... 20,755 -- --
Series B redeemable convertible preferred
stock....................................... -- -- --
Stockholders' equity (deficit)............... (16,658) 29,287 167,437
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
Period from
August 6,
1996 (date of
inception) to Years Ended December 31,
December 31, --------------------------
1996 1997 1998 1999
------------- ---------------- --------
(in thousands)
<S> <C> <C> <C> <C>
Other Financial Data:
Cash provided by (used in):
Operating activities............. $ (338) $ (803) $ (2,215) $ (6,745)
Investing activities............. (74) (180) (498) (643)
Financing activities............. 1,000 415 4,654 11,771
</TABLE>

Recent Developments

On January 17, 2000, we executed a binding stock purchase agreement with
Dell USA L.P., Impact Venture Partners, L.P., Carousel Capital Partners, L.P.
and Forstmann Little & Co. Equity Partnership-VI, L.P. On January 28, 2000, we
completed this transaction and issued and sold an aggregate of 648,057 shares
of Series B Preferred Stock and issued 226,816 shares of common stock for net
proceeds of approximately $25.2 million. Each share of Series B Preferred Stock
will convert into eight shares of common stock upon completion of this
offering, or an aggregate of 5,184,456 shares.

In connection with the issuance and sale of the Series B Preferred Stock in
January 2000, assuming an initial public offering price of $15.00 per share, we
would expect to incur a non-cash, non-recurring charge to net loss applicable
to common stockholders in the amount of approximately $22 million in the first
quarter of 2000.

6
<PAGE>

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should
carefully consider the following risks together with the other information
contained in this prospectus before deciding to buy our common stock. If any
of the following risks or uncertainties actually occur, our business,
financial condition and operating results could be significantly and adversely
affected. If that happens, the price of our common stock could decline, and
you could lose all or part of your investment.

RISKS PARTICULAR TO GOAMERICA

We have historically incurred losses and these losses will increase in the
foreseeable future.

We have never earned a profit. We had net losses of $1.0 million, $2.6
million and $11.5 million for the years ended December 31, 1997, 1998 and
1999, respectively. Since our inception, we have invested significant capital
to build our wireless network operations and customer support centers as well
as our customized billing system. Recently, we have invested additional
capital in the development of our software application Go.Web. We plan to
acquire and implement new operational and financial systems, continue to
invest in our network operations and customer support centers, and expand our
sales and marketing efforts. We also provide and expect to continue to provide
mobile devices made by third parties to our customers at prices below our
costs for such devices. In addition, our costs of subscriber revenue,
consisting principally of our purchase of wireless airtime from network
carriers, have historically exceeded our subscriber revenue and we expect such
negative margins to continue until at least March 2000. Further, we have
experienced and expect to continue to experience negative overall gross
margins, which consist of margins on our subscriber revenues, equipment sales
and other revenue. As a result, we have incurred operating losses since our
inception and expect to continue to incur increasing operating losses for at
least the next several quarters. Therefore, we will need to generate
significant revenue to become profitable and sustain profitability on a
quarterly or annual basis.

We may not achieve or sustain our revenue or profit goals, and our ability
to do so depends on the factors specified elsewhere in "Risk Factors" as well
as on a number of factors outside of our control, including the extent to
which:

. our competitors announce and develop, or lower the prices of, competing
services;

. wireless network carriers, data providers and manufacturers of mobile
devices dedicate resources to selling our services; and

. prices for our services decrease as a result of reduced demand or
competitive pressures.

As a result, we may not be able to increase revenue or achieve
profitability on a quarterly or annual basis.

We have only a limited operating history, which makes it difficult to evaluate
an investment in our common stock.

We have only a limited operating history on which you can evaluate our
business, financial condition and operating results. We face a number of risks
encountered by early stage technology companies that participate in new
technology markets, including our ability to:

. manage our dependence on wireless data services which have only limited
market acceptance to date;

. expand our marketing, sales, engineering and support organizations, as
well as our distribution channels;

. negotiate and maintain favorable usage rates with telecommunications
carriers;

. retain and expand our subscriber base at profitable rates;

. recoup our expenses associated with the wireless devices we resell to
subscribers;

7
<PAGE>

. manage expanding operations, including our ability to expand our systems
if our subscriber base grows substantially;

. attract and retain management and technical personnel; and

. anticipate and respond to market competition and changes in technologies
such as wireless data protocols and wireless devices.

We may not be successful in addressing or mitigating these risks and
uncertainties, and if we are not successful our business could be significantly
and adversely affected.

To generate increased revenue we will have to increase substantially the number
of our subscribers, which may be difficult to accomplish.

We will have to increase substantially the number of our subscribers in
order to achieve our business plan. In addition to increasing our subscriber
base, we will have to limit our churn, or the number of subscribers who
deactivate our service. Adding new subscribers will depend to a large extent on
the success of our direct and indirect marketing campaigns, and there can be no
assurance that they will be successful. Limiting our churn rate will require
that we provide our subscribers with a favorable experience in using our
wireless service. Our subscribers' experience may be unsatisfactory to the
extent that our service malfunctions or our customer care efforts, including
our Web site and 800 number customer service efforts, do not meet or exceed
subscriber expectations. In addition, factors beyond our control, such as
technological limitations of certain of the current generation of wireless
devices, which may cause our subscribers' experience with our service to not
meet their expectations, could increase our churn rate and adversely affect our
revenues. Because a significant minority of our subscribers have low or no
usage rates for our services, our churn rates could increase in the future.

We need to improve our systems to monitor our wireless airtime costs more
effectively.

We seek to reduce our wireless airtime costs by periodically matching our
subscribers airtime usage needs to the most appropriate, lowest cost wireless
carrier plans. It is possible for a small number of subscribers, if we do not
assign them to the proper airtime pricing plan, to significantly increase our
costs. The current systems that we use to monitor the airtime charges that we
incur from our wireless carriers do not permit us to timely and effectively
respond to changes in volume and geographic location of subscriber usage, which
directly impact our costs of subscriber revenue. We currently use a manual
system to track such costs and monitor wireless plan usage. We intend to
implement alternative automated systems by mid-2000. We cannot assure you that
we will be able to acquire or develop such automated control systems or, if
implemented, that our systems will be able to monitor all subscriber usage or
improve our gross margins.

We have experienced and may continue to experience negative gross margins on
our subscriber revenue.

We intend to pass through to our subscribers all the airtime charges that we
incur from our wireless carriers; however, we have not always been and will not
always be able to pass through such charges because the pricing plans offered
to us by our wireless carriers and to which we assign our subscribers may not
allow us to always cover our subscriber costs. For example, many of our
subscribers have contracted for our Go.Unlimited Plan, which provides for
unlimited nationwide wireless Internet service for a fixed monthly fee. If we
assign those subscribers to a carrier plan that charges us an increasing fee as
subscriber usage increases, then as subscriber usage and our related airtime
costs increase, our margins on subscriber revenues would decrease and may
become negative. Our airtime costs also increase substantially when subscribers
use our services outside of their pre-determined geographic area, which results
in roaming charges to us by the carriers that we do not pass on to our
subscribers. We do not have and may not be able to develop the automated
systems necessary to monitor our subscribers' usage and roaming patterns and
quickly switch our subscribers to a more appropriate, lower cost airtime plan.
In addition, while we continually seek to negotiate better pricing of wireless
airtime plans with our carriers, we cannot assure you that we will be
successful in that regard.

8
<PAGE>

We subsidize the mobile devices that we resell which results in negative gross
margins on our equipment revenue.

In order to facilitate the sale of our wireless Internet services, the sales
prices of the mobile devices manufactured by third parties that we sell to our
subscribers are generally below our costs for such devices. Additionally, we
have also provided many of our resellers and marketing partners with
complimentary mobile devices and GoAmerica service during a trial period in
order to facilitate additional sales of our services. As a result, we have
experienced, and expect to continue to experience, negative gross margins on
the mobile devices that we resell.

We have limited resources and we may be unable to support effectively our
anticipated growth in operations.

We have begun aggressively expanding our operations in anticipation of an
increase in the number of our subscribers. The number of our employees
increased from 23 on December 31, 1998 to 49 on December 31, 1999. We intend to
use a portion of the net proceeds of this offering to hire a significant number
of additional employees. We also intend to use a portion of the net proceeds
from this offering to acquire a state-of-the-art accounting and business
process software package to replace our current manual systems which must be
updated. Additionally, we must continue to develop and expand our systems and
operations as the number of subscribers and the amount of information they wish
to receive, as well as the number of services we offer, increases. This
development and expansion has placed, and we expect it to continue to place,
significant strain on our managerial, operational and financial resources. We
may be unable to develop and expand our systems and operations for one or more
of the following reasons:

. we may not be able to locate or hire at reasonable compensation rates
qualified engineers and other employees necessary to expand our capacity
on a timely basis;

. we may not be able to obtain the hardware necessary to expand the
subscriber capacity of our systems on a timely basis;

. we may not be able to expand our customer service, billing and other
related support systems; and

. we may not be able to obtain sufficient additional capacity from
wireless carriers on a timely basis.

If we cannot manage our growth effectively, our business and operating
results will suffer. Additionally, any failure on our part to develop and
maintain our wireless data services if we experience rapid growth could
significantly adversely affect our reputation and brand name which could reduce
demand for our services and adversely affect our business, financial condition
and operating results.

Our business prospects depend in part on our ability to maintain and improve
our services as well as to develop new services.

We believe that our business prospects depend in part on our ability to
maintain and improve our current services and to develop new services on a
timely basis. Our services will have to achieve market acceptance, maintain
technological competitiveness and meet an expanding range of customer
requirements. As a result of the complexities inherent in our service
offerings, major new wireless data services and service enhancements require
long development and testing periods. We may experience difficulties that could
delay or prevent the successful development, introduction or marketing of new
services and service enhancements. Additionally, our new services and service
enhancements may not achieve market acceptance.

If we do not respond effectively and on a timely basis to rapid technological
change, our business could suffer.

The wireless and data communications industries are characterized by rapidly
changing technologies, industry standards, customer needs and competition, as
well as by frequent new product and service

9
<PAGE>

introductions. Our services are integrated with wireless handheld devices and
the computer systems of our corporate customers. Our services must also be
compatible with the data networks of wireless carriers. We must respond to
technological changes affecting both our customers and suppliers. We may not be
successful in developing and marketing, on a timely and cost-effective basis,
new services that respond to technological changes, evolving industry standards
or changing customer requirements. Our success will depend, in part, on our
ability to accomplish all the following in a timely and cost-effective manner:

. effectively use and integrate new technologies;

. continue to develop our technical expertise;

. enhance our wireless data, engineering and system design services;

. develop applications for new wireless networks and services;

. develop services that meet changing customer needs;

. advertise and market our services; and

. influence and respond to emerging industry standards and other changes.

We depend upon wireless carriers' networks. If we do not have continued access
to sufficient capacity on reliable networks, our business will suffer.

Our success partly depends on our ability to buy sufficient capacity on the
networks of wireless carriers such as AT&T Wireless Services, American Mobile,
Bell Atlantic Mobile and BellSouth Mobile Data and on the reliability and
security of their systems. We depend on these companies to provide
uninterrupted and "bug free" service and would be adversely affected if they
failed to provide the required capacity or needed level of service. In
addition, although we have some forward price protection in our existing
agreements with certain carriers, we could be adversely affected if wireless
carriers were to increase the prices of their services. Our existing agreements
with the wireless carriers generally have one-to-three year terms. Some of
these wireless carriers are, or could become, our competitors.

We depend on third parties for sales of our services which could result in
variable and unpredictable revenues.

We rely substantially on the efforts of others to sell many of our wireless
data communications services. While we monitor the activities of our resellers,
we cannot control how those who sell and market our service perform and we
cannot be certain that their performance will be satisfactory. If the number of
customers we obtain through these efforts is substantially lower than we expect
for any reason, this would have an adverse effect on our business, operating
results and financial condition.

Our goal of building the GoAmerica brand is likely to be difficult and
expensive and our inability to do so could adversely affect our business.

We believe that a quality brand identity will be essential if we are to
increase our number of subscribers and our revenues. We intend to use a
significant portion of the proceeds of the offering to increase substantially
our marketing budget as part of our efforts to build the GoAmerica brand. Our
sales and marketing expenses were approximately $909,000 and $3.3 million for
the years ended December 31, 1998 and 1999, respectively. In 2000, we expect
our sales and marketing expenses to substantially exceed our 2000 revenues. If
our marketing efforts cost more than anticipated, if we cannot increase our
brand awareness or if the GoAmerica brand is not well received by our existing
and potential subscribers, our losses will increase and our business will be
adversely affected.

10
<PAGE>

We depend on our key management and on recruiting and retaining key personnel.
The loss of our key employees could adversely affect our business.

We are particularly dependent on Aaron Dobrinsky and Joseph Korb, our
chairman, chief executive officer and president, and our executive vice
president, respectively, for most of our strategic, managerial and marketing
initiatives. The unexpected loss of such officers would likely have an adverse
effect on our business. In addition, because of the technical nature of our
services and the dynamic market in which we compete, our performance depends on
attracting and retaining other key employees. Competition for qualified
personnel in the wireless data, communications and software industries is
intense and finding and retaining such qualified personnel with experience in
such industries is even more difficult. We believe there are only a limited
number of individuals with the requisite skills to serve in many of our key
positions, and it is becoming increasingly difficult to hire and retain these
persons. Competitors and others may attempt to recruit our employees. A major
part of our compensation to our key employees is in the form of stock option
grants. A prolonged depression in our stock price could make it difficult for
us to retain our employees and recruit additional qualified personnel. We
currently maintain and are the beneficiary of key person life insurance
policies on the lives of Aaron Dobrinsky and Joseph Korb. We do not maintain
insurance policies for any of our other employees.

Wireless data systems failures could harm our business by injuring our
reputation or lead to claims of liability for delayed, improper or unsecured
transmission of data.

A significant barrier to the growth of ecommerce and wireless data services
has been the need for secure and reliable transmission of confidential
information. Our existing wireless data services are dependent on real-time,
continuous feeds from various sources. The ability of our subscribers to access
data in real-time requires timely and uninterrupted connections with our
wireless network carriers. Any significant disruption from our backup landline
feeds could result in delays in our subscribers' ability to receive such
information. In addition, our systems could be disrupted by unauthorized
access, computer viruses and other accidental or intentional actions. We may
incur significant costs to protect against the threat of security breaches or
to alleviate problems caused by such breaches. If a third party were able to
misappropriate our subscribers' personal or proprietary information or credit
card information, we could be subject to claims, litigation or other potential
liabilities that could adversely impact our business. There can be no assurance
that our systems will operate appropriately if we experience a hardware or
software failure. A failure in our systems could cause delays in transmitting
data, and as a result we may lose customers or face litigation that could
adversely affect our business.

An interruption in the supply of products and services that we obtain from
third parties could cause a decline in sales of our services.

In designing, developing and supporting our wireless data services, we rely
on wireless carriers, mobile device manufacturers, content providers and
software providers. These suppliers may experience difficulty in supplying us
products or services sufficient to meet our needs or they may terminate or fail
to renew contracts for supplying us these products or services on terms we find
acceptable. Any significant interruption in the supply of any of these products
or services could cause a decline in sales of our services, unless and until we
are able to replace the functionality provided by these products and services.
We also depend on third parties to deliver and support reliable products,
enhance their current products, develop new products on a timely and cost-
effective basis and respond to emerging industry standards and other
technological changes.

We may face increased competition which may negatively impact our prices for
our services or cause us to lose business opportunities.

The market for our services is expected to become increasingly competitive.
The widespread adoption of industry standards in the wireless data
communications market may make it easier for new market entrants and existing
competitors to introduce services that compete against ours. We developed our
solutions using standard industry development tools. Many of our agreements
with wireless carriers, wireless handheld device manufacturers and data
providers are non-exclusive. Our competitors may use the same products and
services

11
<PAGE>

in competition with us. With time and capital, it would be possible for
competitors to replicate our services and offer similar services at a lower
price. We expect that we will compete primarily on the basis of the
functionality, breadth, quality and price of our services. Our current and
potential competitors include:

. Emerging wireless Internet services providers, including OmniSky,
Wireless Knowledge, a joint venture of Microsoft and Qualcomm,
Incorporated, and Infospace.com which recently acquired Saraide.com and
those, such as Aether Systems, Inc., focusing on specific industries
such as on-line financial trading;

. Wireless device manufacturers, such as 3Com, Motorola and Research in
Motion;

. Wireless network carriers, such as AT&T Wireless Services, Bell Atlantic
Mobile, BellSouth Wireless Data, Sprint PCS and Nextel Communications,
Inc.; and

. Wireline internet service providers and portals, such as America Online
and Yahoo!.

Many of our existing and potential competitors have substantially greater
financial, technical, marketing and distribution resources than we do.
Additionally, many of these companies have greater name recognition and more
established relationships with our target customers. Furthermore, these
competitors may be able to adopt more aggressive pricing policies and offer
customers more attractive terms than we can. In addition, we have established
strategic relationships with many of our potential competitors. In the event
such companies decide to compete directly with us, such relationships would
likely be terminated, which might have an adverse effect on our business and
reduce our market share or force us to lower prices to unprofitable levels.

We may not have adequately protected our intellectual property rights.

Our success substantially depends on our ability to sell services for which
we may not have intellectual property rights. We currently do not have patents
on any of our intellectual property. We have filed for a patent on certain
aspects of our Go.Web technology. We cannot assure you we will be successful in
protecting our intellectual property through patent law. In addition, although
we have applied for U.S. federal trademark protection, we do not have any U.S.
federal trademark registrations for the marks "GoAmerica", "Go.Web", "Law on
the Go" or certain of our other marks and we may not be able to obtain such
registrations due to conflicting marks or otherwise. We rely primarily on trade
secret laws, patent law, copyright law, unfair competition law and
confidentiality agreements to protect our intellectual property. To the extent
that our technology is not adequately protected by intellectual property law,
other companies could develop and market similar products or services which
could adversely affect our business.

We may be sued by third parties for infringement of their proprietary rights
and we may incur defense costs and possibly royalty obligations or lose the
right to use technology important to our business.

The telecommunications and software industries are characterized by the
existence of a large number of patents and frequent litigation based on
allegations of patent infringement or other violations of intellectual property
rights. As the number of participants in our market increases, the possibility
of an intellectual property claim against us could increase. Any intellectual
property claims, with or without merit, could be time consuming and expensive
to litigate or settle and could divert management attention from administering
our business. A third party asserting infringement claims against us or our
customers with respect to our current or future products may adversely affect
us by, for example, causing us to enter into costly royalty arrangements or
forcing us to incur settlement or litigation costs.

We may be subject to liability for transmitting information, and our insurance
coverage may be inadequate to protect us from this liability.

We may be subject to claims relating to information transmitted over systems
we develop or operate. These claims could take the form of lawsuits for
defamation, negligence, copyright or trademark infringement or other actions
based on the nature and content of the materials. Although we carry general
liability insurance,

12
<PAGE>

our insurance may not cover potential claims of this type or may not be
adequate to cover all costs incurred in defense of potential claims or to
indemnify us for all liability that may be imposed.

We may acquire or make investments in companies or technologies that could
cause loss of value to our stockholders and disruption of our business.

We intend to explore opportunities to acquire companies or technologies in
the future. Entering into an acquisition entails many risks, any of which could
adversely affect our business, including:

. failure to integrate the acquired assets and/or companies with our
current business;

. the price we pay may exceed the value we eventually realize;

. loss of share value to our existing stockholders as a result of issuing
equity securities as part or all of the purchase price;

. potential loss of key employees from either our current business or the
acquired business;

. entering into markets in which we have little or no prior experience;

. diversion of management's attention from other business concerns;

. assumption of unanticipated liabilities related to the acquired assets;
and

. the business or technologies we acquire or in which we invest may have
limited operating histories and may be subject to many of the same risks
we are.

Our quarterly operating results are subject to significant fluctuations and, as
a result, period-to-period comparisons of our results of operations are not
necessarily meaningful.

Our quarterly operating results may fluctuate significantly in the future as
a result of a variety of factors, some of which are outside of our control.
These factors include:

. the demand for and market acceptance of our services;

. downward price adjustments by our competitors on services they offer
that are similar to ours;

. changes in the mix of services sold by our competitors;

. technical difficulties or network downtime affecting wireless
communications generally;

. the ability to meet any increased technological demands of our
customers; and

. economic conditions specific to our industry.

Therefore, our operating results for any particular quarter may differ
materially from our expectations or those of security analysts and may not be
indicative of future operating results. The failure to meet expectations may
cause the price of our common stock to decline substantially.

We may need additional funds which, if available, could result in an increase
in our interest expense or additional dilution to stockholders. If additional
funds are needed and are not available, our business could be negatively
impacted.

We currently anticipate that our available cash resources combined with the
net proceeds from this offering will be sufficient to fund our operating needs
for at least the next 24 months, including the expansion of our sales and
marketing program. Thereafter, we may require additional financing. At this
time, we do not have any bank credit facility or other working capital credit
line under which we may borrow funds for working capital or other general
corporate purposes. If our plans or assumptions change or are inaccurate, we
may be required to seek additional capital sooner than anticipated. We may need
to raise such capital through public or private debt or equity financing.

13
<PAGE>

If funds are raised through the issuance of equity securities, the
percentage ownership of our then-current stockholders will be reduced and the
holders of new equity securities may have rights, preferences or privileges
senior to those of the holders of our common stock. If additional funds are
raised through a bank credit facility or the issuance of debt securities, the
holder of such indebtedness would have rights senior to your rights and the
terms of such indebtedness could impose restrictions on our operations. If we
need to raise additional funds, we may not be able to do so on terms favorable
to us, or at all. If we cannot raise adequate funds on acceptable terms, we may
not be able to continue to fund our operations.

RISKS PARTICULAR TO OUR INDUSTRY

The market for our services is new and highly uncertain.

The market for wireless data services is still emerging and continued growth
in demand for and acceptance of these services remains uncertain. Current
barriers to market acceptance of these services include cost, reliability,
functionality and ease of use. We cannot be certain that these barriers will be
overcome. If the market for our services does not grow or grows slower than we
currently anticipate, our business, financial condition and operating results
could be adversely affected.

New laws and regulations that impact our industry could adversely affect our
business.

We are not currently subject to direct regulation by the Federal
Communications Commission or any other governmental agency, other than
regulations applicable to businesses in general. However, in the future, we may
become subject to regulation by the FCC or another regulatory agency. In
addition, the wireless carriers who supply us airtime are subject to regulation
by the FCC and regulations that affect them could adversely affect our
business. Our business could suffer depending on the extent to which our
activities or those of our customers or suppliers are regulated.

RISKS PARTICULAR TO THE OFFERING

Our stock price, like that of many technology companies, may be volatile and it
is difficult to predict whether a market for our common stock will develop.

We expect that the market price of our common stock will fluctuate as a
result of variations in our quarterly operating results. These fluctuations may
be exaggerated if the trading volume of our common stock is low. In addition,
due to the technology-intensive and emerging nature of our business, the market
price of our common stock may rise and fall in response to a variety of
factors, including:

. announcements of technological or competitive developments;

. acquisitions or strategic alliances by us or our competitors;

. the gain or loss of a significant customer or order;

. changes in estimates of our financial performance or changes in
recommendations by securities analysts regarding us or our industry; or

. general market or economic conditions.

This risk may be heightened because our industry is new and evolving,
characterized by rapid technological change and susceptible to the introduction
of new competing technologies or competitors.

In addition, equity securities of many technology companies have experienced
significant price and volume fluctuations. These price and volume fluctuations
often have been unrelated to the operating performance of the affected
companies. Volatility in the market price of our common stock could result in
securities class action litigation. This type of litigation, regardless of the
outcome, could result in substantial costs and a diversion of management's
attention and resources.

14
<PAGE>

We cannot predict the extent to which investor interest in our common stock
will lead to the development of a trading market or how liquid that market
might become. As discussed earlier, our financial results are difficult to
predict and could fluctuate significantly.

Upon completion of this offering, you will experience dilution.

Our tangible assets are readily identified assets like property, equipment,
cash, securities and accounts receivable. The value of these assets on a pro
forma as adjusted basis minus the value of our liabilities equals $3.55 per
share, assuming the offering is completed. The offering price exceeds this
amount by $11.45 per share, assuming an initial public offering price of $15.00
per share. Therefore, you will be paying more for a share of stock than the
value reflected in our accounts of tangible assets for that share. If we were
forced to sell all our assets and distribute all the proceeds, you would not
recover the amount you paid for shares unless we can sell the assets for more
than the value we report for our tangible assets. We also have outstanding a
large number of stock options and warrants to purchase common stock with
exercise prices significantly below the price of shares in this offering. You
will experience further dilution to the extent these options or warrants are
exercised.

We have anti-takeover defenses that could delay or prevent an acquisition and
could adversely affect the price of our common stock.

Provisions of our certificate of incorporation and bylaws and provisions of
Delaware law could delay or prevent an acquisition or change of control of
GoAmerica or otherwise adversely affect the price of our common stock. For
example, our certificate of incorporation authorizes 4,351,943 shares of
undesignated preferred stock which our board of directors can designate and
issue without further action by our stockholders, establishes a classified
board of directors, eliminates the rights of stockholders to call a special
meeting of stockholders, eliminates the ability of stockholders to take action
by written consent, and requires stockholders to comply with advance notice
requirements before raising a matter at a stockholders' meeting. As a Delaware
corporation, we are also subject to the Delaware anti-takeover statute
contained in Section 203 of the Delaware General Corporation Law. Please refer
to "Description of Capital Stock" for a more detailed discussion of these
provisions.

Future sales of our common stock may negatively affect our stock price.

All the shares sold by us in this offering will be freely tradable.
Following this offering, a large number of other outstanding shares of our
common stock will be available for resale beginning at various points in time
in the future. The market price of our common stock could decline as a result
of sales of a large number of shares of our common stock in the market
following this offering, or the perception that such sales could occur. These
sales also might make it more difficult for us to sell equity securities in the
future at a time and at a price that we deem appropriate. For more information,
see "Shares Eligible for Future Sale." Our directors, executive officers, and
other stockholders, who collectively hold a total of 36,589,512 shares of
common stock, have agreed not to dispose of any shares of common stock, subject
to limited exceptions, for a period of 180 days after the date of this
prospectus, without the prior written consent of Bear, Stearns & Co. Inc., on
behalf of the underwriters.

We will retain broad discretion in using the net proceeds from this offering
and may spend a substantial portion in ways in which you do not agree.

Our management will retain broad discretion to allocate the proceeds of this
offering. The proceeds may be spent in ways with which you and other
stockholders may not agree. Management's failure to spend the proceeds
effectively could have an adverse affect on our business, results of operation
and financial condition.

Because we do not intend to pay any cash dividends on our shares of common
stock, our stockholders will not be able to receive a return on their shares
unless they sell them.

We have never paid or declared any cash dividends on our common stock or
other securities and intend to retain any future earnings to finance the
development and expansion of our business. We do not anticipate

15
<PAGE>

paying any cash dividends on our common stock in the foreseeable future. Unless
we pay dividends, our stockholders will not be able to receive a return on
their shares unless they sell them. See "Dividend Policy."

We make certain forward-looking statements in this prospectus that are not
based on historical facts, but discuss our future expectations. The words
"may," "would," "could," "will," "expect," "anticipate," "believe," "intend,"
"plan," "estimate" and similar expressions are meant to identify such forward-
looking statements. Actual results may differ materially from those expressed
or implied by such forward-looking statements. Factors that could cause actual
results to differ materially include, but are not limited to, those set forth
above. Readers are cautioned not to place undue reliance on these forward-
looking statements which reflect our views only as of the date of this
prospectus.

16
<PAGE>

USE OF PROCEEDS

We estimate that our net proceeds from the sale of the 10,000,000 shares of
common stock that we are offering will be approximately $138.2 million,
assuming an initial public offering price of $15.00 per share, after deducting
the underwriting discount and estimated offering expenses. The net proceeds are
estimated to be approximately $159.1 million if the underwriters fully exercise
their right to purchase additional shares of common stock to cover over-
allotments.

Our primary uses of the proceeds of this offering will be to:

. expand our sales and marketing initiatives (approximately $40.0
million);

. expand our customer service and support systems and capabilities
(approximately $5.0 million);

. build our planned redundant network operating center (approximately $5.0
million);

. acquire and implement new automated subscriber airtime monitoring
systems and new accounting and financial software (approximately $10.0
million); and

. increase our working capital.

We may also use a portion of the net proceeds to finance acquisitions that
complement our business. Although we have discussions in the ordinary course of
our business with potential acquisition targets, we currently do not have any
binding commitments or agreements with respect to any acquisitions. Pending
application of the net proceeds for the purposes described above, we intend to
invest such funds in short-term, investment-grade, interest bearing securities.
See "Risk Factors--We may acquire or make investments in companies or
technologies that could cause loss of value to our stockholders and disruption
of our business." and "--We will retain broad discretion in using the net
proceeds from this offering and may spend a substantial portion in ways in
which you do not agree."

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We
currently anticipate that we will retain any future earnings to fund the growth
and development of our business and, therefore, do not anticipate paying any
cash dividends in the foreseeable future. Payment of future dividends, if any,
will be at the discretion of our board of directors after taking into account
various factors, including our earnings, financial condition, operating results
and current and anticipated cash needs, as well as any economic conditions the
board of directors may deem relevant. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Liquidity and Capital
Resources."

17
<PAGE>

CAPITALIZATION

The following table sets forth our cash and cash equivalents and
capitalization as of December 31, 1999. This unaudited information is
presented:

. on an actual basis;

. on a pro forma basis to give effect to: the issuance and sale of 648,057
shares of our Series B Preferred Stock in January 2000 for net proceeds
of approximately $25.2 million and 226,816 shares of common stock issued
in connection therewith; and the conversion of our Series A and Series B
Preferred Stock into an aggregate of 13,222,760 shares of common stock;
and

. on a pro forma as adjusted basis to give further effect to the sale by
us of 10,000,000 shares of common stock offered by this prospectus,
assuming an initial public offering price of $15.00 per share, after
deducting the underwriting discount and estimated offering expenses
payable by us.

You should read this information together with "Selected Financial Data,"
our historical financial statements, and the notes relating to those financial
statements, and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" which appear elsewhere in this prospectus.

<TABLE>
<CAPTION>
As of December 31, 1999
-------------------------------
Pro Pro Forma as
Actual Forma Adjusted
------- -------- ------------
(in thousands,
except share and per share
data)

<S> <C> <C> <C>
Cash and cash equivalents..................... $ 6,344 $ 31,534 $169,684
======= ======== ========
Series A redeemable convertible preferred
stock, $.01 par value, authorized: 10,500
shares actual, none pro forma and pro forma
as adjusted; issued and outstanding: 10,500
shares actual and none pro forma and pro
forma as adjusted; $10,500,000 liquidation
preference................................... $20,755 $ -- $ --
Series B redeemable convertible preferred
stock, $.01 par value, authorized: none
actual, pro forma and pro forma as adjusted;
issued and outstanding: none actual, pro
forma and pro forma as adjusted; $26,000,000
liquidation preference....................... -- -- --
Stockholders' equity (deficit):
Preferred Stock, $.01 par value, authorized;
5,000,000 shares actual, 4,351,943 pro
forma and pro forma as adjusted; issued and
outstanding: none actual, pro forma and pro
forma as adjusted.......................... -- -- --
Common Stock, $.01 par value, authorized:
100,000,000 shares actual, pro forma and
pro forma as adjusted; issued and
outstanding: 23,687,184 actual, 37,136,760
pro forma and 47,136,760 shares pro forma
as adjusted, respectively ................. 237 371 471
Additional paid-in capital.................. 5,484 51,295 189,345
Deferred employee compensation.............. (7,067) (7,067) (7,067)
Accumulated deficit......................... (15,312) (15,312) (15,312)
------- -------- --------
Total stockholders' equity (deficit)...... (16,658) 29,287 167,437
------- -------- --------
Total capitalization...................... $ 4,097 $ 29,287 $167,437
======= ======== ========
</TABLE>
The number of shares as adjusted for this offering excludes:

. 1,276,800 shares of common stock issuable upon exercise of outstanding
warrants as of December 31, 1999 at a weighted average exercise price of
$1.17.

18
<PAGE>

DILUTION

You will experience immediate and substantial dilution in the net tangible
book value per share of your common stock.

Our pro forma net tangible book value as of December 31, 1999, was $ 29.3
million, or $ 0.79 per share of common stock. Net tangible book value per
share is determined by dividing our tangible net worth (tangible assets less
liabilities), by the number of shares of common stock outstanding.

After giving effect to the sale of the shares of common stock offered by us
hereby, at an assumed initial public offering price of $15.00 per share, and
after deducting the underwriting discounts and commissions and estimated
offering expenses payable by us, our pro forma net tangible book value as of
December 31, 1999 was $3.55 per share of common stock. This represents an
immediate increase in such net tangible book value of $2.76 per share to our
existing investors and immediate dilution of $11.45 per share to new investors
purchasing shares in this offering. The following table illustrates the per
share dilution.

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............... $15.00
Pro forma net tangible book value per share as of December
31, 1999................................................... $0.79
Increase per share attributable to this offering............ 2.76
-----
Pro forma net tangible book value per share after this
offering..................................................... 3.55
------
Dilution per share to new investors in this offering.......... $11.45
======
</TABLE>

The following table summarizes, on a pro forma basis as of December 31,
1999, the total number of shares of common stock purchased from us, the total
consideration paid and the average consideration per share paid by existing
investors and by new investors purchasing shares offered by us hereby, at an
assumed initial public offering price of $15.00 per share. Underwriting
discounts and commissions and offering expenses have not been deducted.

<TABLE>
<CAPTION>
Shares Purchased Total Consideration
------------------ -------------------- Average Price
Number Percent Amount Percent Per Share
---------- ------- ------------ ------- -------------
<S> <C> <C> <C> <C> <C>
Existing investors.... 37,136,760 78.8% $ 44,731,595 23.0% $ 1.20
New investors......... 10,000,000 21.2 150,000,000 77.0 15.00
---------- ----- ------------ -----
Total............... 47,136,760 100.0% $194,731,595 100.0%
========== ===== ============ =====
</TABLE>

The calculations above exclude from the number of outstanding shares of
common stock:

. 1,276,800 shares of common stock issuable upon exercise of outstanding
warrants as of December 31, 1999 at a weighted average exercise price of
$1.17.

To the extent that such options and warrants are exercised, there will be
further dilution to new investors.

19
<PAGE>

SELECTED FINANCIAL DATA

The following selected statement of operations data for the period from
August 6, 1996, our date of inception, to December 31, 1996 and for the years
ended December 31, 1997, 1998 and 1999 and the following selected balance sheet
data as of December 31, 1996, 1997, 1998 and 1999 are derived from our audited
financial statements.

The pro forma statement of operations data presented below give effect to
the conversion of all of our Series A Preferred Stock into an aggregate of
8,038,304 shares of common stock upon the closing of this offering, as if such
conversion had occurred at the dates of issuance. The pro forma balance sheet
data reflects the conversion of our Series A Preferred Stock discussed above
and the issuance and sale of 648,057 shares of our Series B Preferred Stock
after December 31, 1999 for total net proceeds of approximately $25.2 million;
the issuance of 226,816 shares of common stock in connection with the Series B
Preferred Stock financing; and the conversion of all of our Series B Preferred
Stock into an aggregate of 5,184,456 shares of common stock. The pro forma as
adjusted balance sheet data further reflects the sale of the 10,000,000 shares
of common stock offered by us in this offering at an assumed initial public
offering price of $15.00 per share, after deducting the underwriting discount
and estimated offering expenses payable by us. You should read the selected
financial data together with our financial statements and the sections of this
prospectus entitled "Capitalization" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

20
<PAGE>

<TABLE>
<CAPTION>
Period from
August 6, 1996 Years Ended December 31,
(date of inception) --------------------------
to December 31, 1996 1997 1998 1999
-------------------- ------- ------- --------
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Statement of Operations Data:
Revenue:
Subscriber................. $ -- $ 115 $ 360 $ 1,183
Equipment.................. -- 33 449 1,341
Other...................... -- 25 18 207
------ ------- ------- --------
Total revenue................ -- 173 827 2,731
Costs and expenses:
Cost of subscriber
revenue................... -- 88 304 4,051
Cost of equipment revenue.. -- 15 532 1,648
Sales and marketing........ 43 243 909 3,283
General and
administrative............ 175 841 1,549 4,810
Depreciation and
amortization.............. 3 32 124 275
Settlement costs........... -- -- -- 297
------ ------- ------- --------
Total costs and expenses..... 221 1,219 3,418 14,364
------ ------- ------- --------
Loss from operations......... (221) (1,046) (2,591) (11,633)
Interest income.............. -- -- 14 165
------ ------- ------- --------
Net loss..................... $ (221) $(1,046) $(2,577) $(11,468)
====== ======= ======= ========
Beneficial conversion feature
and accretion of redemption
value of mandatorily
redeemable convertible
preferred stock............. -- -- -- (10,464)
------ ------- ------- --------
Net loss applicable to common
stockholders................ $ (221) $(1,046) $(2,577) $(21,932)
====== ======= ======= ========
Basic and diluted net loss
per share applicable to
common stockholders......... $(0.02) $ (0.06) $ (0.14) $ (1.00)
====== ======= ======= ========
Weighted average shares used
in computation of net loss
per share applicable to
common stockholders......... 14,382 16,518 18,826 22,025
Pro forma basic and diluted
net loss per share.......... $ (0.45)
========
Weighted average shares used
in computation of pro forma
net loss per share.......... 25,693
</TABLE>

<TABLE>
<CAPTION>
As of December 31,
------------------------------------------------
1999
------------------------------
Pro Forma
1996 1997 1998 Actual Pro Forma as Adjusted
---- ---- ------ ------- --------- -----------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents.... $587 $ 20 $1,961 $ 6,344 $31,534 $169,684
Working capital (deficit).... 700 (143) 1,476 2,426 27,616 165,766
Total assets................. 791 324 3,010 9,757 34,947 173,097
Series A redeemable
convertible preferred
stock....................... -- -- -- 20,755 -- --
Series B redeemable
convertible preferred
stock....................... -- -- -- -- -- --
Stockholders' equity
(deficit)................... 779 148 2,225 (16,658) 29,287 167,437
</TABLE>

<TABLE>
<CAPTION>
Period from Years Ended December
August 6, 1996 31,
(date of inception) ------------------------
to December 31, 1996 1997 1998 1999
-------------------- ----- ------- --------
(in thousands)
<S> <C> <C> <C> <C>
Other Financial Data:
Cash provided by (used in):
Operating activities........... $ (338) $(803) $(2,215) $ (6,745)
Investing activities........... (74) (180) (498) (643)
Financing activities........... 1,000 415 4,654 11,771
</TABLE>

21
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and
results of operations in conjunction with the financial statements and the
notes thereto included elsewhere in this prospectus. The results shown in this
prospectus are not necessarily indicative of the results we will achieve in any
future periods. This discussion contains forward-looking statements based upon
our current expectations which involve risks and uncertainties. Our actual
results could differ materially from those described in the forward-looking
statements due to a number of factors, including those set forth in the section
entitled "Risk Factors" and elsewhere in this prospectus.

Overview

We provide nationwide wireless Internet services. We derive our revenue
primarily from the sale of wireless data services and the sale of related
mobile devices to our subscribers. During March 1997, we commenced offering our
services to individuals and businesses. Since our inception, we have invested
significant capital to build our wireless network operations and customer
support centers as well as our customized billing system. Recently, we have
invested additional capital in the development of our software application
Go.Web and other software applications. Our plan is to continue to invest in
our network operations and customer support centers, as well as to expand our
sales and marketing efforts. We provide and expect to continue to provide
mobile devices made by third parties to our customers at prices below our costs
for such devices. We also expect to continue to incur significant sales and
marketing, systems development and administrative expenses. We have incurred
operating losses since our inception and expect to continue to incur increasing
operating losses for at least the next several quarters. Therefore, we will
need to generate significant revenue to become profitable and sustain
profitability on a quarterly or annual basis. We will have to increase
substantially our subscriber base in order to achieve our business plan.

Our subscriber revenue primarily consists of monthly service fees, which we
recognize as services are provided to the subscriber. Subscriber revenue
accounted for approximately 43.5% and 43.3% of our total revenue during 1998
and 1999, respectively. We currently offer two types of mobile data service
plans. Our Go.Unlimited Plan provides unlimited data usage on any mobile device
for a fixed monthly fee, which is currently $59.95 for retail subscribers. Our
Go.Lite Plan provides a fixed amount of data usage on any mobile computing
device for a significantly lower base monthly fee, which is currently $9.95 for
retail subscribers. Under the Go.Lite Plan, subscribers incur additional
charges for data usage in excess of the predetermined volume. However, we do
not charge our subscribers any additional amounts for roaming, which is using a
mobile device outside of a designated geographical area. We also generally
charge a non-refundable activation fee upon initial subscription. We offer new
subscribers a 14-day trial period during which they can cancel our service
without any penalty, although we do not refund the pro-rated fee for that trial
period, which we include in our revenue. Subscribers to our plans are subject
to a six-month or one-year contract which provides for an early cancellation
fee.

We also typically sell third-party mobile devices in conjunction with a
service agreement to a new subscriber. Equipment revenue accounted for
approximately 54.3% and 49.1% of our total revenue during 1998 and 1999,
respectively. We recognize equipment revenue at the time of the shipment of the
mobile device to a subscriber. During 1999, approximately 90% of our
subscribers purchased a mobile device upon their initial subscription. Over
time, we expect that such percentage will decrease as mobile devices for data
transmission become more prevalent.

In addition to our subscriber and equipment revenue, we historically have
generated other revenue which consists of consulting services relating to the
development and implementation of wireless data systems for certain corporate
customers. We do not intend for consulting services to be a significant element
of our business in the future. Such consulting revenue is recognized as the
work is performed.

We have experienced negative overall gross margins, which consist of margins
on our subscriber revenue, equipment revenue and other revenue. We expect to
continue to experience negative overall gross margins

22
<PAGE>

primarily because of negative margins on our resale of equipment and on our
subscriber revenue. We believe that our gross margins on subscriber revenue
will improve during 2000. Our cost of subscriber revenue consists primarily of
wireless airtime costs. Our airtime costs are determined by agreements we have
with several wireless carriers. Typically, we have one to three-year contracts
to buy data network capacity either for an agreed amount of kilobytes per
subscriber at a flat fee or on a cents-per-kilobyte basis. We intend to pass
through to our subscribers all the airtime charges that we incur from our
wireless carriers; however, we have not always been and will not always be able
to pass through such charges because the pricing plans offered to us by our
wireless carriers and to which we assign our subscribers may not allow us to
always cover our subscriber costs. For example, many of our subscribers have
contracted for our Go.Unlimited Plan, which provides for unlimited nationwide
wireless Internet service for a fixed monthly fee. If we assign those
subscribers to a carrier plan that charges us an increasing fee as subscriber
usage increases, then as subscriber usage and our related airtime costs
increase, our margins on subscriber revenues would decrease and may become
negative. Our airtime costs also increase substantially when subscribers use
our services outside of their pre-determined geographic area, which results in
roaming charges to us by the carriers that we do not pass on to our
subscribers. We do not have and may not be able to develop the automated
systems necessary to monitor our subscribers' usage and roaming patterns and
quickly switch our subscribers to a more appropriate, lower cost airtime plan.
Our cost of subscriber revenue for the 1999 was approximately $4.1 million
compared to subscriber revenue of $1.2 million for such period. Such negative
gross margin, which was a substantial increase over prior periods, was due in
part to our placement of subscribers in more expensive carrier plans and to
excessive usage by a few subscribers. In addition, while we continually seek to
negotiate better pricing of wireless airtime plans with our carriers, we cannot
assure you that we will be successful in that regard.

We seek to reduce our wireless airtime costs by periodically matching our
subscribers airtime usage needs to the most appropriate, lowest cost wireless
carrier plans. It is possible for a small number of subscribers, if we do not
assign them to the proper airtime pricing plan, to significantly increase our
costs. The current systems that we use to monitor the airtime charges that we
incur from our wireless carriers do not permit us to timely and effectively
respond to changes in volume and geographic location of subscriber usage, which
directly impact our costs of subscriber revenue. We currently use a manual
system to track such costs and monitor wireless plan usage. We intend to
implement alternative automated systems by mid-2000. In the interim, we have
implemented internal controls which we believe will reduce excessive usage of
our airtime plans. We cannot assure you that we will be able to acquire or
develop such automated control system or, if implemented, that our systems will
be able to monitor all subscriber usage or improve our gross margins.

In order to facilitate the sale of our wireless Internet services, the sales
prices of the third-party manufactured mobile devices that we sell to our
subscribers are generally below our costs for such devices. Additionally, we
have also provided many of our resellers and marketing partners with
complimentary mobile devices and GoAmerica service during a trial period in
order to facilitate additional sales of our services. While we believe that
such practices are commonplace in the wireless communications industry and we
intend to continue such practices, we have experienced, and expect to continue
to experience, negative gross margins on the mobile devices that we resell. We
currently are exploring an outsourcing arrangement with a third party computer
hardware aggregator that will serve as our primary source of mobile devices. We
believe that if such arrangement is implemented, we should be able to reduce
our equipment costs and inventory risks by taking advantage of such partner's
volume discounts and inventory protection programs offered to them by device
manufacturers. We cannot assure you that we will be able to consummate such
outsourcing arrangement on favorable terms, if at all. Further, such
arrangement may not result in positive gross margins on our equipment sales.

Our sales and marketing expenses consist primarily of advertising and
promotions, cash compensation and related costs for marketing personnel, travel
and entertainment and other related costs. In 2000, we expect our sales and
marketing expense to increase substantially as a percentage of our annual
revenues. Our general and administrative expenses consist primarily of cash
compensation and related costs for general corporate, business development and
technology development personnel, along with rent and other related costs. Our
costs of

23
<PAGE>

performing consulting services is recorded as general and administrative
expense. We expect general and administrative expenses to decrease as a
percentage of our annual revenues. Depreciation and amortization expenses
consist primarily of depreciation expenses arising from equipment purchased
for our network operations center and other property and equipment purchases.

During 1999, we granted options to certain of our employees at exercise
prices deemed to be below the fair market value per share of our common stock.
Such grants resulted in non-cash employee compensation expenses which have
been recorded to account for the difference, on the date of grant, between the
fair market value and the exercise price of stock options granted to
employees. The resulting deferred employee compensation will be amortized over
the vesting periods of the grants.

Net interest income consists primarily of interest earned on cash and cash
equivalents.

Results of Operations

The following table sets forth for the periods indicated certain financial
data as a percentage of revenue:

<TABLE>
<CAPTION>
Percentage of Revenue
-------------------------
Years Ended
December 31,
-------------------------
1997 1998 1999
------- ------- -------
<S> <C> <C> <C>
Revenue:
Subscriber......................................... 66.3% 43.5% 43.3%
Equipment.......................................... 19.4 54.3 49.1
Other.............................................. 14.3 2.2 7.6
------- ------- -------
Total revenue.................................... 100.0 100.0 100.0
Costs and expenses:
Cost of subscriber revenue......................... 50.7 36.7 148.4
Cost of equipment revenue.......................... 8.7 64.4 60.4
Sales and marketing................................ 140.5 109.9 120.2
General and administrative......................... 486.9 187.4 176.1
Depreciation and amortization...................... 18.7 15.0 10.0
Settlement costs................................... -- -- 10.9
------- ------- -------
Total costs and expenses......................... 705.5 413.4 526.0
------- ------- -------
Loss from operations............................. 605.5 313.4 426.0
Interest income...................................... -- 1.7 6.0
------- ------- -------
Net loss......................................... 605.5% 311.7% 420.0%
======= ======= =======
</TABLE>

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Subscriber revenue. Subscriber revenue increased from $359,000 for the year
ended December 31, 1998 to $1.2 million for the year ended December 31, 1999.
The increase primarily was due to having a larger subscriber base in the year
ended December 31, 1999 than in the year ended December 31, 1998. Our increase
in subscriber revenue was offset in part by lower average revenue per
subscriber. Our subscriber base increased from 1,630 subscribers at December
31, 1998 to 5,859 subscribers at December 31, 1999. We expect the number of
our subscribers to increase as a result of our expanded sales and marketing
efforts.

Equipment revenue. Equipment revenue increased from $449,000 for the year
ended December 31, 1998 to $1.3 million for the year ended December 31, 1999.
This increase primarily was due to an increase in the number of the mobile
devices sold during the year ended December 31, 1999 compared to the year
ended December 31, 1998.

24
<PAGE>

Other revenue. Other revenue increased from $18,000 for the year ended
December 31, 1998 to $206,000 for the year ended December 31, 1999. This
increase primarily was due to the performance of a single systems integration
consulting project for a third party during the year ended December 31, 1999
compared to the year ended December 31, 1998. Consulting services are not
expected to be a significant element of our business in the future.

Cost of subscriber revenue. Cost of subscriber revenue increased from
$303,000 for the year ended December 31, 1998 to $4.1 million for the year
ended December 31, 1999. This increase primarily was due to an increase in our
subscriber base and a related increase in airtime usage during the year ended
December 31, 1999 than in the year ended December 31, 1998. Our cost of
subscriber revenue consists primarily of wireless airtime costs. Our negative
gross margin for the year ended December 31, 1999 was a substantial increase
over prior periods and was due in part to our placement of subscribers in more
expensive carrier plans and to extensive usage by a few subscribers. We expect
the number of subscribers and related use of our services to increase which
will result in an increase in the cost of subscriber revenue.

Cost of equipment revenue. Cost of equipment revenue increased from $532,000
for the year ended December 31, 1998 to $1.6 million for the year ended
December 31, 1999. This increase was primarily due to an increase in the number
of mobile devices sold during the year ended December 31, 1999 compared to the
year ended December 31, 1998.

Sales and marketing. Sales and marketing expenses increased from $909,000
for the year ended December 31, 1998 to $3.3 million for the year ended
December 31, 1999. This increase was primarily due to increased advertising
costs paid to third parties and the salaries and benefits, including stock-
based compensation, for the additional personnel performing sales and marketing
activities. We expect sales and marketing expenses to further increase as we
expand our advertising program to increase brand awareness and add personnel to
our sales and marketing department.

General and administrative. General and administrative expenses increased
from $1.5 million for the year ended December 31, 1998 to $4.8 million for the
year ended December 31, 1999. This increase was primarily due to the addition
of salaries and benefits, including stock-based compensation, for personnel
performing business development and general corporate activities. We expect
general and administrative expenses to increase as we add personnel and incur
additional expenses related to the anticipated growth of our business and costs
associated with our operation as a public company.

Settlement costs. Settlement costs for the year ended December 31, 1999
represents the non-cash charge resulting from the settlement of our obligations
arising from claims by certain stockholders relating to the sale of equity
securities. Such settlement costs represent the fair value of options and
warrants issued to such stockholders.

Interest income. Interest income increased from $14,000 for the year ended
December 31, 1998 to $165,000 for the year ended December 31, 1999. Such income
was primarily due to increased cash balances as a result of our private
placement financings completed in 1999.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Subscriber revenue. Subscriber revenue increased from $115,000 for the year
ended December 31, 1997 to $359,000 for the year ended December 31, 1998. The
increase in subscriber revenue was primarily due to having a larger subscriber
base in 1998 than in 1997. Our subscriber base increased from 531 subscribers
at December 31, 1997 to 1,630 subscribers at December 31, 1998.

Equipment revenue. Equipment revenue increased from $33,000 for the year
ended December 31, 1997 to $449,000 for the year ended December 31, 1998. The
increase in equipment revenue was primarily due to an increase in the number of
mobile devices sold during the year ended December 31, 1998 compared to the
year ended December 31, 1997.

25
<PAGE>

Other revenue. Other revenue decreased from $25,000 for the year ended
December 31, 1997 to $18,000 for the year ended December 31, 1998.

Cost of subscriber revenue. Cost of subscriber revenue increased from
$88,000 for the year ended December 31, 1997 to $303,000 for the year ended
December 31, 1998. We began to incur costs of subscriber revenue in March 1997
as we launched our wireless services. The increase in the cost of subscriber
revenue from 1997 to 1998 was primarily due to an increase in our subscriber
base and related increase in airtime usage.

Cost of equipment revenue. Cost of equipment revenue increased from $15,000
for the year ended December 31, 1997 to $532,000 for the year ended December
31, 1998. We began to sell mobile devices in March 1997 in conjunction with the
launch of our wireless services. The increase in the cost of equipment revenue
from 1997 to 1998 was primarily due to an increase in the number of mobile
devices sold during the year ended December 31, 1998 compared to the year ended
December 31, 1997.

Sales and marketing. Sales and marketing expenses increased from $243,000
for the year ended December 31, 1997 to $909,000 for the year ended December
31, 1998. This increase was primarily due to increased advertising costs paid
to third parties and the salaries and benefits for additional personnel
performing sales and marketing activities. We expect sales and marketing
expenses to increase as we expand our advertising program to increase brand
awareness and add personnel to our sales and marketing department.

General and administrative. General and administrative expenses increased
from $841,000 for year ended December 31, 1997, to $1.5 million for the year
ended December 31, 1998. This increase was primarily due to the salaries and
benefits for additional personnel performing business development and general
corporate activities. We expect general and administrative expenses to increase
as we add personnel and incur additional expenses related to the anticipated
growth of our business and costs associated with our operation as a public
company.

Interest income. There was no interest income earned for the year ended
December 31, 1997. Net interest income was $14,000 for the year ended December
31, 1998. The increase for the year ended December 31, 1998 was primarily due
to increased cash balances.

Liquidity and Capital Resources

Since our inception, we have financed our operations primarily through
private placements of our equity securities and our redeemable convertible
preferred stock, which have resulted in aggregate net proceeds of approximately
$18.4 million through December 31, 1999, of which approximately $12.3 million
was raised since June 1999. As of December 31, 1999, we had $6.3 million in
cash and cash equivalents and $2.4 million of working capital. Subsequent to
December 31, 1999, we issued and sold 648,057 shares of Series B Preferred
Stock for net proceeds of approximately $25.2 million.

Net cash used in operating activities was $803,000, $2.2 million and $6.7
million for the years ended December 31, 1997, 1998 and 1999, respectively. The
principal use of cash in each of these periods was to fund our losses from
operations.

Net cash used in investing activities was $180,000, $498,000 and $643,000
for the years ended December 31, 1997, 1998 and 1999, respectively. Cash used
in investing activities for the year ended December 31, 1997 and 1998 was for
purchases of property, equipment and leasehold improvements. For the year ended
December 31, 1999, we used cash in investment activities for purchases of
$387,000 of property, equipment and leasehold improvements and the purchase of
$256,000 of preferred stock in DataRover Mobile Systems, Inc.

Net cash provided by financing activities was $415,000, $4.7 million and
$11.8 million for the years ended December 31, 1997, 1998 and 1999,
respectively. Cash provided by financing activities in each of these periods
was primarily attributable to proceeds from additional private sales of our
equity securities.

26
<PAGE>

As of December 31, 1999, our principal commitments consisted of obligations
outstanding under operating leases. As of December 31, 1999, future minimum
payments for non-cancelable operating leases having terms in excess of one year
amounted to $4.9 million, of which $931,000 is payable in 2000. Although we
have no material commitments for capital expenditures, we anticipate a
substantial increase in our capital expenditures and lease commitments
consistent with our anticipated growth in operations, infrastructure and
personnel, including the deployment of additional network equipment.

We have undertaken several operating initiatives which will require
significant use of our cash resources. For example, we intend to use a
significant portion of the proceeds of this offering to increase substantially
our marketing budget as part of our efforts to build the GoAmerica brand. If
our marketing efforts cost more than anticipated, if we cannot increase our
brand awareness or if the GoAmerica brand is not well received by our existing
and potential subscribers, our losses and cash needs will increase. In
addition, we are pursuing the acquisition and development of automated systems
to track our airtime usage costs and monitor subscribers' wireless plan usage.
We also intend to acquire new accounting and business process software and
systems with a portion of the net proceeds from this offering. We expect that
the acquisition and implementation of our automated subscriber usage monitoring
systems and new accounting and business process software will cost
approximately $7.0 to $10.0 million over the next twelve months. We anticipate
that our development costs related to improving our service offerings will also
increase as we respond to technological changes in the wireless data industry
and as new competitors emerge. We may also need funds to complete any business
acquisitions that we may decide to pursue and to integrate such businesses,
technologies and personnel upon completion of any such transaction.

We currently anticipate that our available cash resources combined with the
net proceeds from this offering will be sufficient to fund our operating needs
for at least the next 24 months. Thereafter, we may require additional
financing. At this time, we do not have any bank credit facility or other
working capital credit line under which we may borrow funds for working capital
or other general corporate purposes. If our plans or assumptions change or are
inaccurate, we may be required to seek additional capital or to seek capital
sooner than anticipated. We may need to raise funds through public or private
debt or equity financing. In the event additional financing is not available,
we will be required to significantly reduce our expenses and substantially
curtail operations.

Recent Accounting Pronouncements

In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivatives and Hedging Activities" (SFAS 133), which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities. SFAS 133,
as amended, is effective for all fiscal quarters of fiscal years beginning
after June 15, 2000. As we do not currently intend to engage in derivatives or
hedging transactions, we do not anticipate that there will be any impact on our
results of operations, financial position or cash flows upon the adoption of
SFAS 133.

Quantitative and Qualitative Disclosures About Market Risk

We have limited exposure to financial market risks, including changes in
interest rates. At September 30, 1999, all of our available excess funds are
cash or cash equivalents whose value is not subject to changes in interest
rates. We currently hold no derivative instruments and do not earn foreign-
source income. We expect to invest our cash only in debt obligations issued by
the U.S. government or its agencies with maturities of less than one year.

Update on Year 2000 Computer Issues

We did not experience any computer or systems problems relating to the Year
2000. Upon review of our internal and external systems during 1999, we
determined that we did not have any material exposure to such computer problems
and that the software and systems required to operate our business and provide
our services were Year 2000 compliant. As a result, we did not incur, and do
not expect to incur, any material expenditures relating to Year 2000 systems
remediation.

27
<PAGE>

BUSINESS

Overview

We provide our subscribers with flexible and reliable wireless Internet
services across a number of wireless networks and mobile device platforms. To
provide our subscribers with nationwide access, we have established strategic
relationships with many leading wireless network carriers, such as AT&T
Wireless Services, American Mobile, BellSouth Wireless Data and Bell Atlantic
Mobile. Our subscribers are able to use our wireless Internet services with
their choice of a wide variety of leading mobile devices, including Palm
operating system-based computing devices, Research In Motion's interactive
pagers, laptop computers, Microsoft Windows CE-based computers and wirelessly-
enabled smart phones. We also have engineered our wireless Internet services to
operate with new versions of many wireless devices.

Market Opportunity

We believe that the growth of the Internet, email and mobile wireless
communications creates a significant market opportunity for service providers
capable of delivering wireless Internet and email services over wireless
communication networks. We believe that the following trends contribute to this
market opportunity:

The Growth of the Internet and Ecommerce. The Internet and corporate
intranets are becoming an increasingly important global medium for
communications and commerce. The number of Internet users worldwide is
projected to increase from approximately 140 million at the end of 1998 to over
500 million by the end of 2003, according to International Data Corporation. In
addition, International Data Corporation estimates that the worldwide volume of
commerce conducted over the Internet was approximately $50 billion in 1998 and
will grow to approximately $1.3 trillion in 2003. Until recently, ecommerce has
been dependent upon wired computer access to the Internet, which we believe has
limited the overall demand and ability to conduct commercial transactions
electronically. The ability to access the Internet remotely through a variety
of wireless devices on a nationwide basis will, we believe, fuel the increasing
demand for ecommerce. We further believe that the growth of the Internet and
ecommerce will also increase the demand for wireless access to these services.

The Proliferation of Email. Email is becoming an increasingly important
means of communication, with both the number of email users and usage level per
individual projected to increase significantly. Forrester Research, Inc.
projects that daily Internet email traffic in the United States will increase
from 100 million email messages per day in 1996 to 1.5 billion per day in 2002.
We believe that as email becomes an increasingly important means of
communication, there will be an increasing desire for mobile access to email.

The Growth of Mobile Communications. International Data Corporation
forecasts that the remote and mobile workforce in the United States, defined as
employees spending more than 20% of their time away from the office, will grow
from 34 million individuals at the end of 1998 to 47 million at the end of
2003. As a

28
<PAGE>

result, we believe that individuals will increasingly use mobile devices for
convenience and to enhance productivity when away from their home or office. We
further believe that the number of individuals using mobile devices, such as
handheld personal organizers, notebook computers, pagers and mobile phones,
will grow as these devices become smaller, less expensive, more reliable
including longer battery life and have more features than earlier devices.
Jupiter Communications estimates that shipments of advanced pagers and personal
organizers capable of accessing the Internet will grow from 1.8 million devices
in 1998 to 9.4 million in 2002.

The Challenge

While the wireless data services market is developing rapidly, widespread
adoption of wireless data services has been hindered by a number of factors,
including:

. limited geographic coverage of digital communications services;

. incompatible mobile devices and wireless carrier networks;

. high costs associated with using wireless data networks;

. an inability to access and transmit data over wireless networks at
adequate speeds;

. data security concerns;

. a lack of personnel with the expertise to develop and operate wireless
data systems; and

. mobile devices with difficult-to-read user interfaces and features.

As a result of these challenges, a significant opportunity exists for
wireless Internet service providers that are capable of offering an easy-to-
use, cost-effective and reliable wireless service.

The GoAmerica Wireless Solution

We provide our subscribers with easy-to-use wireless access to the Internet,
email and corporate intranets. Through our Wireless Internet Connectivity
Center, we offer our subscribers comprehensive and flexible mobile data
solutions for wireless Internet access by providing wireless network services,
mobile devices, software and subscriber service and support. The following are
key components of our comprehensive wireless Internet solution:

Offer Easy-To-Use Wireless Internet Access, Ecommerce and Email. Through our
Go.Web technology, we provide our subscribers with easy-to-use access to the
Internet. Our subscribers can access Web sites to obtain a broad variety of
content, such as business and financial data, news, sports, travel,
entertainment, personal contact and other information. Our subscribers can also
conduct ecommerce transactions, such as shopping, reservations and stock
trading, to the extent permitted by their mobile device of choice. We also
offer our subscribers their own personal Web site, www.mygoweb.com, which each
subscriber can customize in order to access their favorite Web sites quickly.
In addition, we offer a variety of email solutions, which allow our subscribers
to access their email at their existing Internet and business email accounts as
well as a GoAmerica email account.

Provide Nationwide Services Across Multiple Wireless Networks. We have
established relationships with many of the leading wireless network carriers,
including AT&T Wireless Services, American Mobile, Bell Atlantic Mobile and
BellSouth Wireless Data, which enable our subscribers to access their
information on a nationwide basis. Our network carriers operate on a variety of
different network technologies, such as Cellular Digital Packet Data, or CDPD,
Mobitex, dataTAC, Code Division Multiple Access, or CDMA, and Global System for
Mobile telecommunications, or GSM, which allow us to offer our services through
a broad range of wireless devices. Our airtime agreements with wireless
carriers permit us to offer our subscribers a flat-rate pricing plan and a
variable pricing plan with rates which vary depending upon the level of data
traffic utilized

29
<PAGE>

by a subscriber. In addition, our relationships with wireless network carriers
enable us continually to adapt our existing solutions and develop new systems
to integrate with new technologies and platforms as they emerge for commercial
use.

Enable Wireless Services Through a Wide Variety of Mobile Devices. We
currently offer our services through a wide variety of wireless access devices
including Palm OS-based computing devices, Research-In-Motion's interactive
pagers, laptop computers, Windows CE-based computers and WAP-enabled smart
phones. We are able to provide service through these devices because we support
a range of wireless networks and utilize our own and third-party device
software. This capability enables us to offer service through devices that we
believe will achieve the greatest market acceptance and penetration.

Integrate Various Wireless Technologies and Networks to Provide Seamless
Internet Solutions. We deliver content across a broad range of wireless carrier
networks to a wide variety of mobile devices. We are able to do so through our
Wireless Internet Connectivity Center, which serves as a secure link between
broadband networks, such as the Internet, and narrowband wireless
communications networks. By using our own and third-party software, we compress
content from broadband sources to enable faster and more cost-effective data
delivery over wireless networks. We support leading wireless protocols, such as
wireless application protocol, or WAP. In addition, our Wireless Internet
Connectivity Center has the flexibility to format content automatically to meet
the requirements of a subscriber's wireless device. Our Wireless Internet
Connectivity Center is also scalable, enabling us to move quickly to meet the
demands of increased data traffic and expanding wireless network capabilities.

Offer Flexible Wireless Solutions for Corporate Customers. Businesses often
require wireless solutions that enable them to provide their customers and
employees with access to proprietary information, corporate services, the
Internet and email. However, many businesses do not have the financial and
administrative resources, internal information technology capabilities and size
required to develop and maintain wireless services on a cost-effective basis.
We provide corporate customers with a broad range of secure and reliable
wireless solutions by outsourcing our Wireless Internet Connectivity Center and
wireless networking expertise. Through our services, corporate customers can
enable employees and customers to access the Internet, intranets and Internet-
based email. Businesses can also enable wireless access to their internal
corporate databases and systems by securely interconnecting with our Wireless
Internet Connectivity Center.

Focus on Subscriber Service and Support. We strive to provide our
subscribers with easy-to-use wireless Internet services. This begins with
providing customers with flexible wireless solutions that include all the
necessary components to enable service. In addition, we provide our customers
with advice during their purchase decision process through our direct sales
representatives, dealers, resellers and Web site, in order to help them choose
the appropriate combination of device, carrier service and pricing plan. Once a
subscriber has initiated services, we offer extensive customer service and
support. We maintain toll free customer service phone lines Monday through
Friday, 8 a.m. to 8 p.m. Eastern time. Existing subscribers can inquire about
their accounts or receive technical support through the same toll free service.

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The following chart illustrates the wide variety of mobile devices and
communications networks that we provide to our subscribers to enable them to
seamlessly access the Internet and their corporate networks to obtain critical
information and conduct electronic transactions:

Graphic appears here. The graphic depicts four boxes aligned from left to
right.

.The first box, which is labelled "Content" includes the text "World Wide Web"
and "Corporate Intranets" with an accompanying photograph of the globe.

.The second box, which is labelled "GoAmerica Wireless Internet Connectivity
Center", includes the text "Go.Web Gateway" and "Go.Web formatting, encryption,
authentication, and compression architecture" and has an accompanying
photograph of computer technology.

.The third box, which is labelled "Wireless Networks", includes the text
"Cellular Digital Packet Data (CDPD)", "Code Division Multiple Access (CDMA)",
"Global System for Mobile Communications (GSM)", "Mobitex" and "DataTAC" and
has an accompanying photograph of a communications tower.

.The fourth box, which is labelled "Mobile Devices", includes the text "Palm
Operating System", "Interactive Pagers", "Laptops", "Windows CE" and "Wireless
Application Protocol (WAP) Phones"

The GoAmerica Strategy

Our goal is to be the leading provider of nationwide wireless Internet
services and mobile data solutions for individuals and businesses. We seek to
enhance our offerings with value-added services and additional functionality to
expand our subscriber base and increase our recurring revenues. Our strategy
includes the following key elements:

Offer Comprehensive and Flexible Solutions. We continually improve our
subscribers' wireless experience by simplifying user interfaces, expanding the
features of the Go.Web services, and improving the ease with which our
subscribers can personalize the mygo.web menus. We also intend to complement
our Web-based service offerings by providing customized solutions that meet the
specific needs of our existing and potential subscribers. For example, we
recently entered into strategic arrangements that will provide our subscribers
with direct access to Avis Rent-A-Car's rental car reservations system and
Lexis-Nexis' legal libraries and related data. We also introduced one-way
paging services which we can provide as an added feature for our Internet and
email subscribers.

Capitalize on Marketing and Branding Initiatives. We market and advertise in
order to establish our brand name and create sales opportunities. With a
portion of the net proceeds from this offering we intend to expand
significantly our presence as a mass market provider of wireless Internet
access by making a significant investment in establishing and building the
GoAmerica brand. Through a combination of mass media advertising and Web
advertising, we seek to expand our subscriber base, strengthen our customer
relationships and capture significant market share. We supplement our existing
subscriber acquisition programs through value-added reseller and dealer co-
marketing programs and partner marketing programs such as our relationship

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with Lexis-Nexis. We have and will continue to target market segments and
geographic markets where we believe there is opportunity for substantial
subscriber penetration.

Expand Sales and Distribution Channels. We currently sell our services
through a combination of direct sales representatives, inbound telemarketers,
our Web site and through indirect channels such as value-added resellers and
dealers. In addition, we seek to generate sales from joint selling agreements
we have with third parties. As of January 31, 2000, we had two full-time direct
sales professionals who focus on small to mid-sized corporate subscriber
accounts and two full-time telemarketers who focus on our individual customers.
We intend to increase our dedicated sales force significantly during the next
twelve months. We have a four-tiered channel program that includes resellers,
master dealers, dealers and agents. We compensate our resellers and dealers
with commissions for each sale generated by them. As of January 31, 2000, we
had five channel manager professionals who supervise our four-tiered channel
program. We intend to expand significantly our indirect channel activities
during the next twelve months. We have partnered and seek to continue to
partner for joint selling purposes with other companies that have complementary
wireless data products or services such as manufacturers, application partners
and cellular and PCS carriers.

Provide Superior Customer Service and Technical Support. Because wireless
Internet access is an evolving and growing communications channel, subscribers
may face a number of potential problems. We believe that even sophisticated
subscribers periodically have questions or encounter problems as applications
designed for wireless data proliferate. Consequently, we focus on providing
high levels of customer service and technical support in an effort to achieve
maximum levels of customer satisfaction. We intend to offer our customer
service and support 24 hours a day, seven days a week. In addition, through our
planned automation system, subscribers will be able to manage their accounts
and troubleshoot 24 hours a day at our Web site. We believe that superior
customer service will help us minimize subscriber deactivations and promote
customer referrals.

Continue to Develop Solutions With Leading Wireless Technologies. We focus
our technology development efforts on applications and solutions which
integrate with and enable leading third-party mobile devices and wireless
networks. We also intend to continue to develop solutions that we expect will
allow our Go.Web service to operate on next generation protocols, devices and
networks. We believe that our relationships with leading device manufacturers
and wireless network carriers enhance our ability to continually adapt our
existing solutions and develop new systems to integrate with new technologies
and platforms as they emerge for commercial use.

Pursue Strategic Acquisitions. We intend to pursue acquisitions that we
believe will allow us to increase quickly the scale and scope of our resources.
In particular, we expect to seek acquisitions that will expand our subscriber
base or engineering force, enable us to enter new markets or industry sectors
or to provide new services.

Service Offerings

We offer comprehensive and flexible wireless data solutions that permit
subscribers to access their email, corporate intranets, personal Web pages and
the Internet anytime on a nationwide basis.

Access to the Internet. Our subscribers efficiently and reliably access
public Web sites from all our supported devices. Through our Go.Web service, we
provide a personal menu of popular Web sites which enable our subscribers to
access a wide variety of Internet content, such as business and financial data,
news, sports, travel, entertainment, personal contact and other information.
Our subscribers can also conduct ecommerce transactions, such as shopping,
reservations and stock trading, to the extent permitted by their mobile device
of choice. This menu is organized by major content categories and reduces the
amount of time and the amount of data input it takes for our customers to
access these sites. The dynamic nature of the menu allows us to update it
periodically and add valuable wireless Web sites for our subscribers. Our menu
also allows our corporate subscribers to pre-determine the choices available to
their users. Through business

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arrangements, we offer streamlined access to public databases such as those
from Lexis-Nexis, as well as personal ecommerce access to banking, brokerage
and shopping services. Mygo.web allows our subscribers to customize their menus
by bookmarking and linking to their Web sites of choice.

Access to Corporate Networks. Our business customers often require secure
connections to their enterprise systems, but do not want to change the way that
their systems are configured. Through our virtual private network and data
hosting services, we provide the required secure and reliable wireless access
to corporate data. Business users can access their corporate databases through
Web servers either inside our firewall or their own security system. Through
standard Internet interfaces, our corporate subscribers can access their
enterprise messaging systems such as Microsoft Exchange and Lotus Notes or use
value-added services such as sales force automation, customer retention
management and Web dispatch offerings.

Email Services. Our services provide individual and business subscribers
access to the wide variety of Internet based email services. We also provide an
email address at goamerica.net for all of our subscribers as a free service.
Our business subscribers are able to fully manage their email accounts if their
corporate networks permit remote access. In such cases, our subscribers can
send, receive, read, reply, forward and delete their regular corporate email on
a remote basis. Individual subscribers who have accounts at Internet service
providers or Web portals, such as Earthlink or Yahoo!, can access those email
accounts when they are using their existing wireline service or their GoAmerica
wireless Internet service.

Instant Messaging, Paging and Operator Services. We currently provide an
instant messaging service between GoAmerica subscribers with compatible
interactive pagers that generally provides quicker transmission than
traditional paging. Our instant messaging service also provides confirmation of
message delivery and a read receipt between sender and recipient. In addition,
through our business alliances with paging service providers, we also provide
traditional paging and operator services that allow our subscribers to migrate
from one-way to two-way services without disruption.

Customers

We sell and market to individual and corporate customers. Our subscriber
base has grown from 1,630 subscribers at December 31, 1998 to 5,859 subscribers
at December 31, 1999. We generally target our corporate marketing and selling
efforts toward decision-makers within communication-intensive small to mid-
sized businesses. We focus our individual consumer customer marketing and
selling efforts on high-end mobile professionals. These mobile professionals
typically have computer and Internet access, use a cellular phone or pager, and
have a strong professional or personal need to stay in touch with Web-based
information. The majority of our subscribers today are corporate customers, but
we expect over time that individual consumers will represent a larger portion
of our subscriber base. We continually seek to enhance and expand our service
offerings for our customers which we believe is a critical element in growing
our subscriber base and maintaining customer satisfaction.

We also develop corporate solutions which enable us to expand our subscriber
base while allowing our corporate partner to enhance its service offerings to
its customers. For example, regional wireless service provider, Frontier
Cellular, uses our hosting services for its wireless data products. We host and
manage Phone.com WAP servers at our Wireless Internet Connectivity Center for
Frontier and provide our content to digital PCS phones on Frontier's network.
We also developed a customer management interface to allow Frontier to
provision and manage its customers remotely. We connect to Frontier's network
over a virtual private network that we engineered jointly with Frontier. This
virtual private network connection provides the security required by Frontier
and is similar to connections deployed for our other corporate customers.

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Sales and Marketing

Sales

We currently sell our services directly through a combination of sales
representatives, inbound telemarketers and our Web site and sell indirectly
through value-added resellers and dealers. In addition, we seek to generate
sales from joint marketing relationships, such as the relationship we have with
Sierra Wireless.

Direct Sales Representatives. As of January 31, 2000, we had two direct
sales professionals who focus primarily on small to mid-sized corporate
customers seeking to establish wireless Internet services for their employees
or customers. We intend to grow our direct sales force significantly over the
next 12 months. Our business development personnel and senior executives,
particularly our chief executive officer and executive vice president, also
spend a considerable amount of their time developing potential customer
relationships and selling and promoting our services.

Telemarketing. As of January 31, 2000, we had two telemarketing
professionals. Our telemarketing professionals respond to queries generated as
a result of Web site visits and our marketing efforts which usually list our
toll-free sales telephone number.

GoAmerica Web Site. Our Web site seeks to educate and inform potential
customers about wireless data networks and devices. When a customer is ready to
order, they can order directly through an online subscription form that is
automated with our order entry and product fulfillment operations. We receive
no advertising or sponsorship revenues from our Web site currently. We will
continue to explore ways to gain revenues from our Web site.

Value-Added Resellers and Dealers. Through our GoAmerica Alliance Program,
we provide commissions to value-added resellers and dealers for each sale they
bring to us. As of January 31, 2000, we had five channel manager professionals
who supervise our four-tiered program that includes resellers, master dealers,
dealers and agents.

Resellers buy GoAmerica service at a wholesale price and sell it at a retail
price. Resellers are not paid a commission. Resellers are responsible for
selling the GoAmerica service and mobile devices, and billing and supporting
the customer. GoAmerica is responsible for billing the reseller. We believe
that as of December 31, 1999, our resellers had in excess of 200 direct sales
professionals. In addition, in January 2000, we added significantly to our
reseller network by entering into an agreement with Arch Paging Inc., the
second largest paging company in the United States. We intend to leverage
Arch's sales force to reach potential new subscribers of our services. We also
have a reselling relationship with American Mobile pursuant to which American
Mobile resells our Go.Web service as a part of American Mobile's suite of
services to its customers through its distribution channels.

Master dealers sell GoAmerica service through a network of other dealers and
are paid a higher commission than dealers but are assigned a quota. Master
dealers are responsible for selling the GoAmerica service, training their
dealer network, providing the mobile devices, and supporting the subscriber.
Under such arrangements, we are responsible for billing the subscriber. Our
master dealers have approximately 500 direct sales professionals. Our dealers
and agents sell the GoAmerica service through their own sales efforts, and are
not assigned a quota. Dealers are paid a smaller commission than a master
dealer. Dealers are responsible for selling the GoAmerica service and providing
the mobile devices. We bill and support the subscribers provided by our
dealers. Our dealers have approximately 250 direct sales professionals. Agents
are paid a smaller commission than dealers because they are only responsible
for selling the GoAmerica service. We sell and provide the mobile devices, bill
and support the subscribers provided by our agents. Our agents have
approximately 50 direct sales professionals.

Joint Selling Relationships. We have partnered and seek to continue to
partner for joint selling purposes with other companies that have complementary
wireless data products or services. For example, we offer

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wireless data, PCS and cellular carriers a single resource for outsourcing
ready-to-market wireless email and Web-based data solutions based on standard
platforms from the leading software vendors and device manufacturers. By
providing a suite of platform and device-independent services, we position
these carriers to be able to address the data needs of their customers today.
We then engage in joint selling activities with clearly defined
responsibilities. We offer wireless device manufacturers an opportunity to
increase their sales because our services increase the usefulness of their
devices. We also engage in joint selling activities with the sales
professionals of these manufacturers. In addition, we work with application
providers and jointly sell into the installed base of customers in the market
segment addressed by their application. For example, our relationship with w-
Trade, a wireless financial information software company, allows us to approach
broker dealers who want to wirelessly enable their customers using software
offered by w-Trade and our wireless data access and delivery expertise.

Marketing

We market and advertise in order to establish our brand name and create
sales opportunities. We conduct market awareness tracking research to measure
awareness of the GoAmerica brand and related sales. Our efforts have been and
will continue to be targeted in market segments and geographic markets where we
believe there is opportunity for substantial subscriber penetration. We believe
that high concentrations of potential subscribers reduce our subscriber
acquisition costs. With a portion of the net proceeds from this offering, we
intend to expand our presence as a mass market provider of wireless Internet
access by making a significant investment in establishing and building the
GoAmerica brand.

We continually seek new ways to reach potential subscribers that are
learning about wireless Internet communications. We also seek to establish
GoAmerica as a strong independent wireless Internet brand. Through a
combination of mass media advertising and Web advertising, we seek to expand
our subscriber base, strengthen our customer relationships and capture
significant market share. We supplement our existing subscriber acquisition
programs through value added reseller and dealer co-marketing programs and
partner marketing programs. We plan to continue to develop a variety of co-
marketing programs that make use of brand loyalties and existing customer
relationships.

For example, in November 1999, we announced a preferred partnership
arrangement with Avis-Rent-a-Car, the second largest car rental company in the
United States. Under this arrangement, our customers will be able to access the
Avis reservation system through Go.Web. We anticipate that this service will be
commercially available in the second quarter of 2000. We also have a marketing
agreement with Lexis-Nexis, a leading provider of information to the legal
profession, to provide wireless access to Lexis.com services using a co-branded
service called "Law On The Go". In January 2000, we entered into a co-marketing
agreement with DLJ direct Inc. in which we agreed to market DLJ direct as a
featured Web-based online trading company. DLJ direct agreed to market
GoAmerica as a featured wireless data services company. We intend to link to
each other's website during the second quarter of 2000. GoAmerica subscribers
will have the opportunity to open a DLJ direct account and wirelessly trade
securities through Go.Web. In addition to service providers, we have also
developed joint marketing relationships with several manufacturers of wireless
devices which we believe will benefit from being able to market our value-added
services. For example, we have a preferred service provider agreement with
Novatel Wireless, a leading supplier of wireless modems for the CDPD networks,
and a reseller and joint marketing agreement with Sierra Wireless, the
manufacturer of Aircard 300, a wireless PC Card for the CDPD networks.

Wireless Carrier and Other Relationships

We have assembled a strategic combination of relationships with wireless
network operators, application developers and mobile device manufacturers.

American Mobile. American Mobile's ARDIS network serves approximately 425
metropolitan areas in the United States, encompassing approximately 11,000
cities and towns. We offer our subscribers access to the

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ARDIS network. American Mobile also resells our Go.Web service, as a part of
American Mobile's suite of services, to its customers through its distribution
channels.

AT&T Wireless Services. AT&T Wireless' cellular digital packet data, CDPD,
network is the largest CDPD network in the United States. We offer access to
the AT&T nationwide CDPD network to our subscribers.

Bell Atlantic Mobile. Bell Atlantic has the largest regional CDPD network
covering the New England and Mid Atlantic states. We offer the Bell Atlantic
regional CDPD network to our subscribers and receive sales leads from the Bell
Atlantic Mobile data sales force.

BellSouth Wireless Data. BellSouth's Mobitex network covers approximately
80% of the United States population and approximately 93% of the urban business
population. We have been offering the BellSouth nationwide Mobitex network to
our subscribers since 1996. We also have a software license to the BellSouth
Interactive Paging Service gateway.

Phone.com. Phone.com has developed software technology that runs on phones
that combine voice and data. We first licensed and deployed their technology in
1997. We were the first non-cellular carrier to license their UPlink software
and were the first company in North America to deploy their WAP compliant
gateway.

Research in Motion. RIM is the manufacturer of the RIM 950 interactive
pager, the RIM 850 wireless handheld device and the RIM Blackberry device. We
have a distribution agreement with RIM and co-market the Go.Web service on the
Blackberry device.

Technology and Operations

Service Infrastructure

Wireless Internet Connectivity Center. We operate a secure network
operations center at our headquarters in Hackensack, New Jersey. This Wireless
Internet Connectivity Center is connected to multiple Tier-1 Internet backbone
providers such as UUNET/MCI Worldcom, Sprint, and AT&T via redundant high-
capacity, high-speed leased T-1 telecommunications lines as well as fixed
location frame-relay circuits. These circuits connect to our customers' data
sources and to the wireless data networks we use. Our Wireless Internet
Connectivity Center is supported by a switched fiber optic backbone provided by
Cisco Systems. The center is equipped with proven, industry standard equipment,
including Cisco and Paradyne networking equipment, Sun Sparc Enterprise UNIX
servers, high-end clustered Compaq servers, Network Appliance NFS Servers and
Clarion Raid Arrays. We believe our Wireless Internet Connectivity Center is
capable of meeting the capacity demands and security standards for services we
developed or are developing for our customers. We staff the center from 8:00
a.m. to 11:00 p.m. Eastern time on weekdays. In addition, our technical staff
monitor network traffic, service quality, and security 24 hours a day, seven
days a week. We intend to continue to invest in improved network monitoring
software and hardware systems.

In order to provide our subscribers with the highest availability of
services we are building a completely redundant data center facility which is
expected to be operational during the second quarter of 2000. This facility
will become our primary Wireless Internet Connectivity Center. This data center
will have a back-up power supply, redundant communications connection and will
be monitored 24 hours a day, seven days a week.

Wireless Networks. Through our relationships with third-party provider-owned
wireless networks, our subscribers are able to wirelessly access the Internet
in most major metropolitan areas in the continental United States via a local
wireless network. We purchase access to wireless networks through services
agreements with a variety of carriers including BellSouth Wireless Data, AT&T
Wireless Services, Bell Atlantic Mobile and American Mobile. Using a
combination of third-party wireless network providers enables us to provide
wireless Internet access and services on a nationwide basis while managing the
timing and magnitude of our capital

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expenditures. We employ a strategy of using different third-party network
providers in locations where it is most economical to do so. We periodically
reevaluate the economics of this strategy and, if warranted, move subscribers
to different networks.

Software Technology

Our strategy is to develop solutions using existing technologies and
industry standards in proprietary ways to continue to deliver customer-
friendly wireless Internet services and dynamic applications, as well as
allowing our partners to develop wireless applications with standard
development tools.

Our Software Technology

We have developed a proprietary services platform, Go.Web, that we believe
is a competitive advantage because it enables our subscribers to access and
personalize the Internet from virtually any leading wireless device. Go.Web
also allows qualified developers to introduce standard Web-based applications
for virtually any wireless device or network. As a result of our Go.Web
development efforts, our engineering staff has acquired substantial wireless
and Web formatting expertise, which will enable us to develop solutions
quickly as new wireless devices are introduced. In addition, our proprietary
compression technology and enhanced wireless transport protocol included in
our software provides bandwidth efficiency and maximizes data transmission
speeds. We also have employed industry standard SSL, or secure sockets layer,
and our internally developed encryption technologies to ensure security
through our Internet gateway.

We developed our software technology to better serve our customers and
provide the following features:

. simplify installation;

. provide a convenient and intuitive starting place for subscribers;

. enhance the efficiency of our support services; and

. provide state-of-the-art wireless applications.

Licensed Software Technology

BellSouth Wireless Data--The BellSouth Interactive Paging Service (IPS) is
based on server software that has been licensed by GoAmerica. We are one of a
limited number of companies that have deployed their own IPS gateway. This
service provides two-way messaging on devices such as the RIM interactive
pagers.

Phone.com--Phone.com has developed software technology that runs on phones
that combine voice and data. They have created a page display language, HDML,
to show Web content on small screen devices, and now support the WAP standard.
We have licensed and deployed this technology and provide services to cellular
carriers and individual customers.

Telcordia--Telcordia, formerly Bellcore, has developed software technology
that supports Microsoft Windows platforms such as laptops and CE devices. We
presently use this technology primarily to support our subscribers using
Windows platforms to enable access to our GoAmerica services.

Customer Service and Billing

We provide customer service, billing and product fulfillment at our
customer service center. Our customer service program provides our subscribers
with the ability to contact us through toll free telephone, Web, or email.
Through our goamerica.net Web site, subscribers can access answers to
Frequently Asked Questions and information about our services 24 hours a day.
Through our Web site and customer service representatives, we verify that a
potential subscriber will have wireless network coverage where such customer
plans to use the service. For subscribers who order directly from us, we
maintain an inventory of mobile devices and wireless

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modems which we buy from third-party manufacturers and resellers. We load and
configure custom software on mobile devices, activate wireless modems and
perform quality assurance checks. We then pack, ship and track the product
until the subscriber receives it. For customers who already own a mobile
device, we provide only the wireless modem and software application. Our
subscribers are able to deal directly with us for all repair, replacement and
warranty issues for devices we provide to them.

As of January 31, 2000, we had 16 customer service and technical support
representatives who handle inquiries about our services, device features and
wireless communications. Our customer service and technical support personnel
are available weekdays from 8:00 a.m. until 11:00 p.m. Eastern time. We
expanded our customer service center hours during the first quarter of 2000 and
plan further expansion. We also intend to expand our ecommerce Web site
capabilities to include self provisioning, on-line billing, and interactive
customer care during the second half of 2000. We provide corporate or
individual customer billing for all subscription fees, devices and modems, and
other fees.

Competition

The market for our services is becoming increasingly competitive. The
widespread adoption of industry standards in the wireless data communications
market may make it easier for new market entrants and existing competitors to
introduce services that compete against ours. We developed our solutions using
standard industry development tools. Many of our agreements with wireless
carriers, wireless handheld device manufacturers and data providers are non-
exclusive. Our competitors may use the same products and services in
competition with us. With time and capital, it would be possible for
competitors to replicate our services. We expect that we will compete primarily
on the basis of the functionality, breadth, quality and price of our services.

Many of our existing and potential competitors have substantially greater
financial, technical, marketing and distribution resources than we do. Please
refer to "Risk Factors--We may face increased competition which may negatively
impact our prices for our services or cause us to lose business opportunities"
for a listing of some our current and potential competitors. Additionally, many
of these companies have greater name recognition and more established
relationships with our target customers. Furthermore, these competitors may be
able to adopt more aggressive pricing policies and offer customers more
attractive terms than we can. In the event such companies decide to compete
directly with us, such relationships will likely be terminated, which may have
a material adverse effect on our business and reduce our market share or force
us to lower prices to unprofitable levels.

Intellectual Property Rights

We have not yet obtained patents on our technology that would preclude or
inhibit competitors from using our technology. We have, however, recently filed
a patent application on certain aspects of our Go.Web technology. The
application is presently pending in the United States Patent and Trademark
Office. We rely on a combination of patent, copyright, trademark, service mark,
trade secret laws, unfair competition law and contractual restrictions to
establish and protect certain proprietary rights in our technology and
intellectual property. We have applied for registration of our GoAmerica names
and marks in the United States Patent and Trademark Office and in trademark
offices in jurisdictions throughout the world, including but not limited to,
U.S. federal trademark applications for the marks "GoAmerica", "Go.Web" and
"Law on the Go". The steps taken by us to protect our intellectual property may
not prove sufficient to prevent misappropriation of our technology or to deter
independent third-party development of similar technologies. In addition, the
laws of certain foreign countries may not protect our technologies or
intellectual property rights to the same extent as do the laws of the United
States. We also rely on certain technologies that we license from third
parties. These third-party technology licenses may not continue to be available
to us on commercially attractive terms. The loss of the ability to use such
technology could require us to obtain the rights to use substitute technology,
which could be more expensive or offer lower quality or performance, and
therefore have a material adverse effect on our business, financial condition
or results of operations. Third parties could claim infringement by us with
respect to current or future technology. We expect that we and other
participants in our markets will be

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increasingly subject to infringement claims as the number of services and
competitors in our industry segment grows. Any such claim, whether meritorious
or not, could be time consuming, result in costly litigation, cause service or
installation interruptions or require us to enter into royalty or licensing
agreements. Such royalty or licensing agreements might not be available on
terms acceptable to us or at all. As a result, any such claim could have a
material adverse effect upon our business, financial condition or results of
operations. We received a claim in November 1999, on behalf of ROTIS
Technologies Corporation, that our technology relating to the wireless
provision of stock quotes infringes a patent relating to a price quotation
system, which patent expires on September 25, 2001. We believe that such claim
is not material and without merit. We intend to defend such claim vigorously.
Such claim is, however, in its preliminary stages and no specific claim for
damages has been asserted. Therefore, no assurance can be made that such claim
could not become material in the future. We also received in January 2000 an
offer from NTP Incorporated to enter into negotiations to obtain a license
under one or more of NTP's patent properties relating to wireless email
systems. We are in the process of reviewing NTP's patents.

Government Regulation

We are not currently subject to direct federal, state or local government
regulation, other than regulations that apply to businesses generally. The
wireless network carriers we contract with to provide airtime are subject to
regulation by the Federal Communications Commission. Changes in FCC regulations
could affect the availability of wireless coverage these carriers are willing
or able to sell to us. We could also be adversely affected by developments in
regulations that govern or may in the future govern the Internet, the
allocation of radio frequencies or the placement of cellular towers. Also,
changes in these regulations could create uncertainty in the marketplace that
could reduce demand for our services or increase the cost of doing business as
a result of costs of litigation or increased service delivery cost or could in
some other manner have a material adverse effect on our business, financial
condition or results of operations.

We currently do not collect sales or other taxes with respect to the sale of
services or products in states and countries where we believe we are not
required to do so. We do collect sales and other taxes in the states in which
we have offices and are required by law to do so. One or more jurisdictions
have sought to impose sales or other tax obligations on companies that engage
in online commerce within their jurisdictions. A successful assertion by one or
more jurisdictions that we should collect sales or other taxes on our products
and services, or remit payment of sales or other taxes for prior periods, could
have a material adverse effect on our business, financial condition or results
of operations.

Any new legislation or regulation, or the application of laws or regulations
from jurisdictions whose laws do not currently apply to our business, could
have an adverse effect on our business.

Facilities

Our principal offices are located in Hackensack, New Jersey in a 20,300
square-foot leased facility. Our primary lease on approximately 15,900 square
feet of such space expires in May 2007. In addition, in December 1999, we
entered into a facilities maintenance agreement with Data General pursuant to
which we will operate a network operating center at their facility in New York
City. Such facility will initially provide redundant data backup for our
current network operating center located at our headquarters in Hackensack. We
anticipate that our New York facility will serve as our primary network
operating center by mid-2000. We believe that our facilities will be adequate
to meet our requirements for the foreseeable future and that suitable
additional space will be available if needed.

Employees

As of January 31, 2000, we had a total of 57 full-time employees. None of
our employees is covered by a collective bargaining agreement. We believe that
our relations with our employees are good.

Legal Proceedings

We are not currently subject to any material legal proceedings. However, we
may from time to time become a party to various legal proceedings arising in
the ordinary course of our business.

39
<PAGE>

MANAGEMENT

Directors and Executive Officers

Our directors and executive officers are as follows:

<TABLE>
<CAPTION>
Name Age Position(s)
- ---- --- -----------
<S> <C> <C>
Aaron Dobrinsky......... 36 Chairman of the Board, President and Chief Executive Officer and Director
Joseph Korb............. 48 Executive Vice President and Director
Francis Elenio.......... 34 Chief Financial Officer, Treasurer and Secretary
Robi Blumenstein(1)(2).. 43 Director
Adam Dell............... 30 Director
Alan Docter(2).......... 56 Director
Mark Kristoff(1)........ 38 Director
Zachary Prensky(1)...... 26 Director
Nelson Schwab III....... 55 Director
Andrew Seybold(2)....... 53 Director
</TABLE>
- --------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.

All directors currently hold office until the next annual meeting of
stockholders or until their successors have been elected and qualified. Our
Certificate of Incorporation provides that upon closing of this offering the
terms of office of the members of the board of directors will be divided into
three classes as set forth below. All executive officers are elected annually
by the board of directors and serve at the discretion of the board of directors
and until their successors are elected and qualified. There are no family
relationships between any of our directors or executive officers.

Aaron Dobrinsky founded GoAmerica in 1996 and has served as our Chairman of
the Board, President and Chief Executive Officer and as a director since our
inception in 1996. Prior to founding the company, from February 1996 to July
1996, Mr. Dobrinsky served as Executive Vice President of Mineral Trading Corp.
Prior to that, Mr. Dobrinsky served most recently as Senior Vice President of
American International Ore Corporation from 1990 to February 1996. Mr.
Dobrinsky also serves on the board of directors of DataRover Mobile Systems,
Inc.

Joseph Korb joined GoAmerica in 1997 as Executive Vice President and has
been a director since October 1996. Prior to joining us, Mr. Korb served in
various capacities, including Vice President of Product Management and Business
Development at RAM Mobile Data (now BellSouth Wireless Data) from 1992 to 1996.
Prior to that, Mr. Korb served as Vice President at Citibank, N.A. where he
served as Director of Technology in an electronic products development group.
Mr. Korb currently serves as a board member and Vice President of Portable
Computing and Communications Association, an industry trade association.

Francis Elenio joined GoAmerica in January 1999 as Chief Financial Officer
and has also served as our Treasurer and Secretary since December 1999. Prior
to joining us, Mr. Elenio served as Corporate Controller of Bogen
Communications, Inc. from June 1997 to January 1999. Prior to that, Mr. Elenio
served most recently as Vice President of Finance and Administration and
Corporate Controller of KTI, Inc. from 1991 to 1997. He previously was a Senior
Accountant with Ernst & Young LLP and is a Certified Public Accountant in New
Jersey.

Robi Blumenstein joined our board of directors in June 1999 as the designee
of CIBC WMV Inc. Mr. Blumenstein currently is a principal of Marsh & McLennan
Capital Inc. and co-head of the Marsh & McLennan Capital Communications and
Information Fund I. From January 1994 to February 2000, Mr. Blumenstein was a
Managing Director of CIBC Capital Partners, the merchant banking arm of CIBC
World Markets. Mr. Blumenstein joined CIBC World Markets in 1994. Mr.
Blumenstein is a member of the board of

40
<PAGE>

directors of a number of privately held companies. Prior to joining CIBC
Capital Partners, Mr. Blumenstein worked at First City Capital Corporation and
as an attorney at Tory, Tory, DesLauriers & Binnington.

Adam Dell joined our board of directors in February 2000 as the designee of
Dell USA L.P. Mr. Dell is the managing partner of Impact Venture Partners,
L.P., which was founded in November 1999. Prior to that, Mr. Dell most recently
was a partner with Crosspoint Venture Partners, since October 1998, and a
Senior Associate with Enterprise Partners, focused on ecommerce, enterprise
software and networking and communication infrastructure. Mr. Dell is also an
adjunct professor at Columbia Business School.

Alan Docter joined our board of directors in October 1996 at the time of his
initial investment in GoAmerica. Since 1990, Mr. Docter has been an early-stage
investor in technology companies, including M.A.I.D. plc (now The Dialog
Corporation), ViaWeb (sold to Yahoo!), Butterfly V.L.S.I. Ltd. (sold to Texas
Instruments) and Invino Corp. (sold to Youth Stream Media Networks). He has
served as Vice Chairman of Considar, Inc., an international metals trading
company, since he co-founded such company in 1986. Mr. Docter also serves on
the board of directors of a number of privately held companies.

Mark Kristoff joined our board of directors in June 1998. Since 1991, Mr.
Kristoff has been President and Chief Operating Officer of Considar, Inc., an
international metals trading company. Since 1990, Mr. Kristoff also has been an
early-stage investor in many technology companies and serves on the board of
directors of a number of privately held companies.

Zachary Prensky joined our board of directors in June 1998. Since October
1998, Mr. Prensky has been Managing Director of Investment Banking for
Wellfleet Partners, an investment banking firm based in New York City. Prior to
that, Mr. Prensky served as Chief Executive Officer and Chairman of Zackfoot
Investments LLC which he founded in 1997. Zackfoot invested and facilitated a
round of private equity financing by GoAmerica in 1998. Mr. Prensky served as
Chief Financial Officer of Ram Caterers from October 1995 to May 1997. From
July 1993 to October 1995, Mr. Prensky served as President of Zackfoot Software
which developed software packages for the footwear industry. Mr. Prensky has
been an early-stage investor in technology companies, including Register.com,
HomeworkCentral.com, Liveprint.com, Inc., DataRover Mobile Systems, Inc.,
Livemind, Inc. and Aluminium.com, Inc.

Nelson Schwab III joined our board of directors in January 2000, as the
designee of Forstmann Little & Co. Equity Partnership-VI, L.P. Mr. Schwab was a
co-founder of Carousel Capital, a merchant banking firm, and has been a
Managing Director of such firm since its inception in 1996. He was Chairman and
Chief Executive Officer of Paramount Parks Inc., owner of amusement theme
parks, from 1992 until 1995. He also serves on the board of directors of
Burlington Industries, First Union National Bank of North Carolina, Summit
Properties, Inc. and several private companies.

Andrew Seybold joined our board of directors in December 1999. Mr. Seybold
has extensive experience as a consultant, systems designer and product analyst
in the communications and computer industries. Since 1983, Mr. Seybold has
served as publisher, Editor-in-Chief and in various management positions with
Pinecrest Press, Inc. which publishes "Andrew Seybold's Outlook on
Communications and Computing."

Key Employees

Our key employees are as follows:

<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Ellen Flora.................. 31 Vice President of Operations
Jesse Odom................... 34 Vice President of Network Operations and
Technology
David Gantman................ 58 Vice President of Strategic Marketing
Peter Varvara................ 46 Vice President of Marketing Communications
Martin May................... 53 Director of Alternate Distribution and Carrier
Relations
Joshua Rochlin............... 33 Director of Business Development
Joseph Strempel.............. 32 Director of Direct Sales and Telemarketing
</TABLE>

41
<PAGE>

Ellen Flora joined GoAmerica in October 1999 as Vice President of
Operations. Prior to joining us, Ms. Flora served in various capacities,
including most recently as Business Development Manager for the Communications
Industry Group at Electronic Data Systems from October 1993 to October 1999.

Jesse Odom joined GoAmerica in 1996 as Vice President of Network Operations.
Prior to joining GoAmerica, Mr. Odom served as Vice President of Network
Engineering at American International Ore Corporation from 1991 to 1996.

David Gantman joined GoAmerica in January 2000 as Vice President of
Strategic Marketing of GoAmerica Marketing, Inc., our wholly-owned subsidiary.
Mr. Gantman has served as President of Strategem Plus, Inc. since January 1995
and served as Executive Vice President of NW Ayer, Inc. from 1984 until January
1995.

Peter Varvara joined GoAmerica in January 2000 as Vice President of
Marketing Communications of GoAmerica Marketing, Inc., our wholly-owned
subsidiary. Mr. Varvara has served as President of Customer Strategies
Worldwide LLC since February 1998 and served as Executive Vice President of NW
Ayer, Inc. from 1982 until February 1998.

Martin May joined GoAmerica in December 1999 as Director of Alternate
Distribution and Carrier Relations. Prior to joining us, Mr. May served as a
director of sales for BellSouth Wireless Data from November 1993 to December
1999.

Joshua Rochlin joined GoAmerica in December 1999 as Director of Business
Development. Prior to joining us, Mr. Rochlin was the founder and Chief
Executive Officer of MyCalendar.com LLC from January 1999 to December 1999. Mr.
Rochlin previously served as an associate for the law firm of Rubin Baum from
February 1995 to December 1998. Mr. Rochlin has served as a director of Hydron
Technologies, Inc. since January 2000.

Joseph Strempel joined GoAmerica in January 1998 and currently serves as
Director of Direct Sales and Telemarketing. Prior to joining us, Mr. Strempel
served in various sales positions, and most recently as a Wireless Data Account
Executive, with Bell Atlantic Mobile (formerly NYNEX) from January 1993 to
December 1997.

Board Committees

The board of directors has a compensation committee, which approves salaries
and incentive compensation for our executive officers and administers our stock
option plans and our employee stock purchase plan. The compensation committee
is made up of Robi Blumenstein, Alan Docter and Andrew Seybold. The board of
directors also has an audit committee, which reviews the results and scope of
the audit and other services provided by our independent accountants. The audit
committee is made up of Robi Blumenstein, Mark Kristoff and Zachary Prensky.

Board Composition

We currently have nine directors. Our certificate of incorporation provides
that, effective upon the closing of this offering, the terms of office of the
members of the board of directors will be divided into three classes: Class A,
whose term will expire at the annual meeting of stockholders to be held in
2001; Class B, whose term will expire at the annual meeting of stockholders to
be held in 2002; and Class C, whose term will expire at the annual meeting of
stockholders to be held in 2003. The Class A directors are Messrs. Kristoff,
Prensky and

42
<PAGE>

Seybold, the Class B directors are Messrs. Blumenstein, Korb and Schwab and the
Class C directors are Messrs. Dobrinsky, Dell and Docter. At each annual
meeting of stockholders after this initial classification, the successors to
directors whose term will then expire will be elected to serve from the time of
election and qualification until the third annual meeting following election.
Our bylaws permit the board of directors to increase or decrease the size of
the board of directors. Any additional directorships resulting from an increase
in the number of directors will be distributed among the three classes so that,
as nearly as possible, each class will consist of one-third of the total number
of directors. This classification of the board of directors may have the effect
of delaying or preventing changes in control or management of GoAmerica.

Directors' Compensation

Each non-employee, non-investor director serving on our board of directors
will receive annual compensation of $20,000. In addition, each independent
director, upon election to the board of directors, will receive options to
purchase up to 64,000 shares of our common stock. On December 31, 1999, Mr.
Seybold was granted options to purchase 64,000 shares at $1.31 per share,
subject to vesting. Each director who is a stockholder of the Company and who
serves on the board of directors as a representative of another individual,
entity or group of stockholders will receive options to purchase up to 32,000
shares of our common stock. On December 31, 1999, Messrs. Blumenstein, Docter,
Kristoff and Prensky each received options to purchase 32,000 shares at $1.31
per share, subject to vesting. All future option grants shall have an exercise
price equal to the fair market value of our common stock on the date of grant
and shall vest at a rate of one-third per year, from the date of grant. Each
director will be reimbursed by us for his or her reasonable expenses incurred
in connection with his or her participation in our board of directors meetings.
Mr. Schwab and Mr. Dell each received options to purchase 32,000 shares of
common stock in February 2000 at an exercise price of $15.00 per share.

Executive Compensation

The following table sets forth certain information concerning compensation
that we paid for services in all capacities awarded to, earned by or paid to
our chief executive officer and each of our other executive officers whose
aggregate compensation exceeded $100,000 during the three years ended December
31, 1999 (collectively, the "Named Executive Officers").

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
-------------------- -------------
Name and Principal Position(s) Salary Bonus Stock Options
------------------------------ ---------- --------- -------------
<S> <C> <C> <C> <C>
Aaron Dobrinsky, Chairman of the
Board, President and Chief Executive
Officer.............................. 1999 $ 150,000 $ 50,000 80,000
1998 93,750 -- --
1997 105,000 -- --
Joseph Korb, Executive Vice
President............................ 1999 $ 150,000 $ 50,000 80,000
1998 93,750 -- --
1997 -- -- --
Francis Elenio, Chief Financial
Officer, Treasurer and Secretary..... 1999 $ 95,833 $ 20,000 240,000
1998 -- -- --
1997 -- -- --
</TABLE>

43
<PAGE>

Option Grants in Last Fiscal Year

The following table sets forth information for the fiscal year ended
December 31, 1999 with respect to each grant of stock options to the Named
Executive Officers:

Option Grants During Year Ended December 31, 1999
<TABLE>
<CAPTION>
Individual Grants/(1)/ Potential Realizable Potential Realizable
-------------------------------- Value at Assumed Value at Assumed
% of Total Initial Offering Annual Rates of Stock
Shares Options Exercise Price of $15.00 Price Appreciation for
Underlying Granted to Price Per Share Option Term/(3)/
Options Employees in Per Expiration -------------------- -----------------------
Name Granted 1999/(2)/ Share Date 0% 5% 10%
- ---- ---------- ------------ -------- ---------- -------------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Aaron Dobrinsky......... 80,000 3.6% $0.56 08/02/04 $1,155,200 $ 1,486,538 $1,887,612
Joseph Korb............. 80,000 3.6% $0.56 08/02/04 $1,155,200 $ 1,486,538 $1,887,612
Francis Elenio.......... 240,000 10.8% $0.56 08/02/09 $3,465,600 $5,729,021 $9,202,473
</TABLE>
- --------
(1) Each of these options was granted pursuant to the 1999 Stock Option Plan of
GoAmerica Communications Corp. and is subject to the terms of such plan. In
connection with our reorganization, such options are exercisable into
shares of our common stock. All these options vested immediately.

(2) In 1999, we granted options to purchase an aggregate of 2,216,008 shares of
common stock to our employees. The percentage calculation excludes options
to purchase 192,000 shares of common stock granted to our non-employee
directors during 1999.

(3) Amounts represent hypothetical values that could be achieved for the
respective options if exercised at the end of the option term. These values
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date based on the initial offering price of $15.00 per
share. These assumptions are not intended to forecast future appreciation
of our stock price. The potential realizable value computation does not
take into account federal or state income tax consequences of option
exercises or sales of appreciated stock.

1999 Year-End Option Values

<TABLE>
<CAPTION>
Number of Options at Value of In-the-
December 31, Money
1999 Options/(1)/
------------------------ -------------------
Name Vested Unvested Vested Unvested
- ---- ------------ ----------- ---------- --------
<S> <C> <C> <C> <C>
Aaron Dobrinsky..................... 80,000 -- $1,155,200 $ --
Joseph Korb......................... 80,000 -- 1,155,200 --
Francis Elenio...................... 240,000 -- 3,465,600 --
</TABLE>
- --------
(1) The value of the options is determined by subtracting the exercise price
per share from the proposed initial public offering price per share offered
hereby, multiplied by the number of shares underlying the options.

There were no options exercised during the year ended December 31, 1999.

GoAmerica Communications Corp. 1999 Stock Option Plan

The GoAmerica Communications Corp. 1999 Stock Option Plan was adopted by the
board of directors of GoAmerica Communications Corp. and became effective on
August 3, 1999. Such plan was approved by the stockholders of GoAmerica
Communications Corp. effective on such date. On December 9, 1999 the board of
directors of GoAmerica Communications Corp. determined that, upon the closing
of our reorganization, no additional awards would be issued under the 1999
Stock Option Plan. As of the closing of our reorganization, the outstanding
options to purchase 1,916,000 shares of common stock of GoAmerica
Communications Corp. became, by their terms, options to purchase 1,916,000
shares of GoAmerica, Inc. common stock, otherwise in accordance with the terms
and conditions of the 1999 Stock Option Plan. Accordingly, our board of
directors has reserved 1,916,000 shares of our common stock for issuance upon
exercise of these options. The

44
<PAGE>

outstanding option under the 1999 Stock Option Plan are governed by the
compensation committee of our board of directors subject to the terms of the
1999 Stock Option Plan.

All the options granted under the 1999 Stock Option Plan were made to
employees of GoAmerica Communications Corp. and are non-qualified stock
options. All such options terminate not more than ten years from the date of
grant, subject to earlier termination upon or after a fixed period following
each optionee's death, disability or termination of employment with us. The
vesting provisions of each outstanding option was determined by the board of
directors of GoAmerica Communications Corp. and such options are not generally
assignable or otherwise transferable except by will or as per the laws of
descent and distribution. In the event of certain changes in control, and in
such other circumstances as set forth in the 1999 Stock Option Plan, the
administrator shall, in its equitable discretion, make adjustments in the terms
and conditions of any then outstanding stock options.

GoAmerica, Inc. 1999 Stock Plan

The 1999 Stock Plan was adopted by our board of directors on December 9,
1999 and approved by our stockholders on December 31, 1999. The 1999 Stock Plan
was effective as of December 9, 1999 and shall remain in effect until
terminated by our board of directors. The total number of shares of common
stock with respect to which awards may be granted under this plan is 4,800,000,
which amount shall be adjusted in accordance with the terms of the plan and to
an amount equal to twenty percent of the shares of our common stock outstanding
on December 31, 2000, and each December 31 thereafter. In no event shall such
annual adjustment decrease the shares available for issuance. Those eligible to
receive stock option grants under the 1999 Stock Plan include our employees,
directors and consultants. The 1999 Stock Plan is administered by the
compensation committee of our board of directors. As of December 31, 1999,
there were outstanding options to purchase 524,008 shares of common stock under
our 1999 Stock Plan.

Subject to the provisions of the 1999 Stock Plan, the administrator of the
1999 Stock Plan has the discretion to determine the optionees and/or grantees,
the type of options to be granted, the vesting provisions, the terms of the
grants and other related grant provisions. The exercise price of an incentive
stock option may not be less than the fair market value per share of the common
stock on the date of grant or, in the case of an optionee who beneficially owns
10% or more of the voting power of all classes of our capital stock, not less
than 110% of the fair market value per share on the date of grant. The exercise
price of a non-qualified stock option may not be less than 85% of the fair
market value per share of the common stock on the date of grant. Fair market
value is determined by the plan administrator in good faith. We anticipate that
following consummation of this offering, fair market value shall be determined
in accordance with the closing sales price of our common stock as quoted on the
Nasdaq National Market. The 1999 Stock Plan also allows for the grant of
restricted stock and other awards, in the discretion of the plan administrator.

Incentive stock options granted under the 1999 Stock Plan terminate not more
than ten years from the date of grant, subject to earlier termination upon or
after a fixed period following the optionee's death, disability or termination
of employment with us. The term of non-qualified option grants is not limited,
provided that the term of any options, including incentive stock options and
non-qualified options, granted to a holder of more than 10% of the capital
stock may be no longer than five years. Options granted under the 1999 Stock
Plan will vest in the manner determined by the plan administrator. Options are
not assignable or otherwise transferable except by will or as per the laws of
descent and distribution. In the event of certain mergers, a reorganization, or
consolidation of us with or into another corporation or the sale of all or
substantially all our assets or all of our capital stock in which the successor
corporation does not assume outstanding options or issue equivalent options,
our board of directors is required to provide accelerated vesting of
outstanding options.

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan provides our employees with an opportunity
to purchase our common stock through accumulated payroll deductions and at a
discount from fair market value. The plan was approved

45
<PAGE>

by our board of directors on December 9, 1999 and was approved by our
stockholders on December 31, 1999. The plan became effective on December 9,
1999. The total number of shares of common stock with respect to which
purchases may be made under the plan is 4,000,000, which amount shall be
adjusted in accordance with the terms of the plan. The Employee Stock Purchase
Plan will be administered by our compensation committee.

Eligible employees may purchase up to a maximum fair market value of $25,000
for all purchases ending within the same calendar year under this plan. Our
employees are eligible to participate if they are employed by us for at least
20 hours per week and for more than five months in any calendar year and do not
own 5% or more of our voting stock. The initial offering period under the plan
will commence on the date that the registration statement with respect to this
offering is declared effective by the Securities and Exchange Commission and
ends on or about December 31, 2000. It is currently contemplated that new
offering periods will commence every six months thereafter. The purchase price
per share for our common stock under the plan will be equal to the lower of 85%
of the fair market value of our common stock on the first or last day of each
purchase period. Employees may end their participation under the plan at any
time prior to the exercise date of any one purchase period and, generally, such
participants shall be automatically terminated upon termination of employment.
In the event we are the surviving corporation in any merger, reorganization or
other business combination, options to purchase shares issued under the plan
shall be assumed. A dissolution or liquidation or a merger or consolidation in
which we are not the surviving entity will cause each option then outstanding
to terminate. Generally, our board of directors can amend, modify or terminate
the plan at any time provided the rights of plan participants are not impaired.
The plan terminates on December 31, 2004 unless earlier terminated by our board
of directors.

Employment Agreements, Non-Competition, Non-Disclosure and Invention Assignment
Agreements

Mr. Dobrinsky is a party to an agreement with us effective December 31, 1999
under which he serves as our Chairman of the Board, President and Chief
Executive Officer at a base salary of $225,000, subject to annual adjustment.
Mr. Korb is a party to an agreement with us effective December 31, 1999 under
which he serves as our Executive Vice President at a base salary of $225,000,
subject to annual adjustment. Mr. Elenio is a party to an agreement with us
effective December 31, 1999 under which he serves as our Chief Financial
Officer, Treasurer and Secretary at a base salary of $150,000, subject to
annual adjustment. Mr. Odom is a party to an agreement with us effective
December 31, 1999 under which he serves as our Vice President, Network
Operations and Technology at a base salary of $125,000, subject to annual
adjustment, with a minimum bonus of $25,000. The Compensation Committee may
award any or all of these individuals additional bonus payments or option
grants in its discretion. The initial term of each such agreement is for three
years and renews annually for one year periods thereafter. In the event Mr.
Dobrinsky, Mr. Korb or Mr. Elenio is terminated without cause, resigns for good
reason or, in the case of each of Mr. Dobrinsky and Mr. Korb, is not reelected
to our board of directors, he shall be entitled to severance in an amount to
include all payments that otherwise would have been paid to him through the end
of the then current term of the agreement. However, in no event shall such
severance amount be less than such employee's then current one year annual base
salary, or if such termination occurs after the third anniversary of the
effective date of such employee's agreement, such amount shall be no less than
such employee's then current annual salary plus one-twelfth of such annual
salary for each year of employment commenced beyond such anniversary date. If
Mr. Odom is terminated without cause or resigns for good reason, we must pay
Mr. Odom salary and benefits for a period of six months from the date of such
termination or resignation. In the event any of the foregoing employees dies or
is terminated for disability, he or his representative shall be entitled to
continued payments of base salary for a period of one year plus, in the case of
termination for disability, certain other benefits. Each of Mr. Dobrinsky and
Mr. Korb will also receive $800 per month in automobile allowances and will be
reimbursed for additional automobile expenses incurred in connection with their
duties. In addition, each of Mr. Dobrinsky and Mr. Korb also is the beneficiary
of a term life insurance policy in his respective name, in the face amount of
up to $1.0 million, for which we pay the premiums. Each employment agreement
also contains certain non-competition, non-solicitation, invention assignment
and confidentiality provisions and also requires that we maintain standard
directors and officers insurance of no less than $10.0 million.

46
<PAGE>

We require that all employees sign an agreement with us pursuant to which
they agree to maintain the confidentiality of our proprietary information, to
assign any inventions to us, and to agree not to solicit our customers,
suppliers or employees away from us.

Compensation Committee Interlocks and Insider Participation

Until our board of directors formed its compensation committee on December
9, 1999, the compensation of our executive officers during 1999 was determined
by the entire board of directors. The compensation committee consists of
Messrs. Blumenstein, Docter and Seybold. There are no compensation committee
interlocks.

Since our inception in 1996, we consummated several rounds of private equity
financing. Certain of these transactions included issuances of our capital
stock to individuals who serve on our board of directors. In addition, certain
individuals were granted options or issued warrants to purchase shares of our
common stock.

Robi
Blumenstein . CIBC WMV Inc. purchased 7,500 shares of Series A Preferred
Stock on June 25, 1999 for an aggregate of $7.5 million. Mr.
Blumenstein serves on our board of directors as the
representative of CIBC WMV Inc. Such shares of Series A
Preferred Stock shall convert into an aggregate of 5,741,632
shares of common stock upon completion of this offering.

. Granted options to purchase 32,000 shares of common stock at
an exercise price of $1.31 per share on December 31, 1999.
One third of such options shall vest on each of the first,
second and third anniversaries from the date of grant.

Aaron
Dobrinsky . Purchased 8,533,280 shares of common stock on August 8, 1996
for an aggregate of $533.33 upon founding of GoAmerica.

. Granted options to purchase 80,000 shares of common stock at
an exercise price of $0.56 per share on August 3, 1999. All
such options vested immediately.

. Granted options to purchase 160,000 shares of common stock
at an exercise price of $5.02 per share on January 6, 2000.
All of such options vested immediately.

Alan Docter
. Purchased 800,000 shares of common stock on October 15, 1996
for an aggregate of $250,000.

. Purchased, on January 31, 1998, 141,440 shares of common
stock and warrants to purchase 26,560 shares of common stock
at an exercise price of $1.23 per share, for an aggregate of
$130,000.

. Purchased, on September 22, 1998, 536,672 shares of common
stock and warrants to purchase 398,576 shares of common
stock at an exercise price of $1.51 per share, for an
aggregate of $500,000. Such warrants were issued in
connection with Mr. Docter's assistance in our equity
financing efforts.

. Received warrants to purchase 53,664 shares of common stock
on May 15, 1999 at an exercise price of $.00125 per share in
connection with the May 1999 Agreement set forth below.

. Purchased 130,816 shares of common stock pursuant to certain
pre-emptive rights on November 30, 1999 for an aggregate of
$136,703.

47
<PAGE>

. Purchased 320 shares of Series A Preferred Stock pursuant to
certain pre-emptive rights on November 30, 1999 for an
aggregate of $320,000. Such shares of Series A Preferred
Stock shall convert into an aggregate of 244,984 shares of
common stock upon completion of this offering.

Joseph Korb
. Purchased 4,266,720 shares of common stock on October 7,
1996 for an aggregate of $266.67.

. Granted options to purchase 80,000 shares of common stock at
an exercise price of $0.56 per share on August 3, 1999. All
such options vested immediately.

. Granted options to purchase 160,000 shares of common stock
at an exercise price of $5.02 per share on January 6, 2000.
All of such options vested immediately.

Mark Kristoff
. Purchased 160,000 shares of common stock on October 15, 1996
for an aggregate of $50,000.

. Purchased 156,336 shares of common stock on September 22,
1998 for an aggregate of $150,000.

. Received warrants to purchase 15,632 shares of common stock
on May 15, 1999 at an exercise price of $.00125 per share in
connection with the May 1999 agreement set forth below.

Zachary
Prensky . Zackfoot Investment LLC purchased 9,600 shares of common
stock for a purchase price of $10,686 and received 49,568
shares of common stock and warrants to purchase 139,504
shares of common stock at an exercise price of $1.51 per
share on May 28, 1998 in connection with Zackfoot Investment
LLC's assistance in our equity financing efforts. Mr.
Prensky was Chief Executive Officer and Chairman of Zackfoot
Investment LLC.

. Zackfoot Investment LLC purchased 3,200 shares of common
stock for a purchase price of $3,562 and received 3,328
shares of common stock and warrants to purchase 51,760
shares of common stock at an exercise price of $1.93 per
share on June 30, 1998 in connection with Zackfoot
Investment LLC's assistance in our equity financing efforts.

. Zackfoot Investment LLC received warrants to purchase 9,848
shares of common stock on May 19, 1999 at an exercise price
of $.00125 per share in connection with the May 1999
agreement set forth below.

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<PAGE>

We also entered into a financial services consulting agreement with CIBC
World Markets Corp. pursuant to which CIBC was engaged to evaluate certain
potential financial and strategic initiatives. Mr. Blumenstein is the designee
of CIBC WMV, Inc. on our Board of Directors. In exchange for such services, we
have agreed to pay a retainer fee of $50,000 to CIBC World Markets Corp. In
connection with the issuance and sale of our Series B Preferred Stock in
January 2000, we will pay CIBC World Markets, Inc. $780,000 in cash and issue
226,816 shares of our common stock. CIBC will pay a finder's fee to a third
party. For all future transactions for which CIBC is entitled to compensation,
if any, we have agreed to pay a transaction fee in the amount of 6% of gross
proceeds raised in such a financing transaction, excluding this offering. Such
payment for services, if any, will be made one-half in cash and one-half in our
equity securities. This agreement will terminate upon the closing of this
offering.

The May 1999 Agreements with Certain Prior Investors

In May 1999, each of GoAmerica, Aaron Dobrinsky, Joseph Korb and certain
prior investors, including Zackfoot Investments LLC, of which Mr. Prensky was a
managing director, and Alan Docter, entered into various agreements, including
a settlement agreement and release. The settlement agreement and release
resulted from claims by such investors that they were entitled to additional
securities of GoAmerica, at no additional cost, as a result of the issuance of
certain GoAmerica securities and the granting of certain rights by GoAmerica to
subsequent third party investors on terms and conditions alleged to be more
favorable, than were provided to the investors making such claims, including
the valuation of securities purchased. All parties entered the settlement
agreement and release without admission of any liability or wrongdoing. In
connection with the May 1999 agreements, we agreed to issue to such investors
warrants to purchase an aggregate of 549,000 shares of common stock and each of
Messrs. Dobrinsky and Korb agreed to issue to such investors options to
purchase an aggregate of 75,880 and 37,968 shares of the common stock held by
each of them respectively. As a result of such agreements, we recorded a non-
cash charge of approximately $297,000 during 1999. We anticipate that all such
options and warrants will be exercised as of the consummation of this offering.

Key Person Insurance

We maintain, and are the beneficiary of, life insurance policies on the life
of Aaron Dobrinsky in the aggregate amount of $3.0 million. We have applied for
similar life insurance on the life of Joseph Korb in the amount of $3.0 million
for which we will be the beneficiary. There can be no assurance that such
insurance on Mr. Korb will be obtained. We do not intend to maintain key person
life insurance on any of our other executive officers or key personnel.

Limitation of Liability and Indemnification of Directors and Officers

Our certificate of incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. Delaware law provides that directors
of a corporation will not be personally liable for monetary damages for breach
of their fiduciary duties as directors, except liability for:

. any breach of their duty of loyalty to the corporation or its
stockholders;

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. unlawful payments of dividends or unlawful stock repurchases or
redemptions; or

. any transaction from which the director derived an improper personal
benefit.

This limitation of liability does not apply to liabilities arising under the
federal securities laws and does not affect the availability of equitable
remedies such as injunctive relief or rescission.

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<PAGE>

Our certificate of incorporation and bylaws provide that we shall indemnify
our directors, officers, employees and agents to the fullest extent permitted
by law. We believe that indemnification under our bylaws covers at least
negligence and gross negligence on the part of indemnified parties. Upon the
completion of this offering, we expect to have director and officer liability
insurance in the minimum amount of $15,000,000 with respect to claims made
against our directors and officers, including matters arising under the
Securities Act.

We have also entered into written agreements to indemnify our directors and
executive officers, in addition to the indemnification provided for in our
bylaws. These agreements, among other things, provide for indemnification of
our directors and executive officers for judgments, fines, settlement amounts
and expenses, including attorneys' fees, incurred by any of these persons in
any action or proceeding, including any action by or in the right of GoAmerica,
Inc. arising out of that person's services as our director or executive
officer, or as a director or executive officer of any of our subsidiaries or
any other company or enterprise to which such person provides services at our
request. We believe that these provisions and agreements are necessary to
attract and retain qualified persons as directors and executive officers.

There is no pending litigation or proceeding involving any of our directors,
officers, employees or agents where indemnification will be required or
permitted. We are not aware of any pending or threatened litigation or
proceeding that might result in a claim for such indemnification.

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<PAGE>

CERTAIN TRANSACTIONS

Transactions involving each of Robi Blumenstein, Aaron Dobrinsky, Alan
Docter, Joseph Korb, Mark Kristoff and Zachary Prensky are included under the
heading Compensation Committee Interlocks and Insider Participation. Those
transactions occurred while each such individual was serving on our board of
directors and, in the case of Mr. Dobrinsky, while he was also serving as our
president and chief executive officer.

Francis Elenio, our chief financial officer, treasurer and secretary, was
granted options to purchase 240,000 shares of GoAmerica Communications Corp.
common stock for $0.56 per share on August 3, 1999 in his capacity as an
officer of GoAmerica Communications Corp. In connection with our reorganization
on December 31, 1999, all such options are now exercisable into shares of our
common stock. Mr. Elenio also was granted options to purchase 80,000 shares of
common stock for $5.02 per share on January 6, 2000. All such options are
immediately exercisable.

In July 1998, we entered into a consulting arrangement with Andrew Seybold
Group LLC, pursuant to which we are obligated to pay Mr. Seybold's firm $3,000
per month for consulting services and expertise relating to the wireless data
and communications industry. On December 31, 1999, our compensation committee
granted Mr. Seybold options to purchase 64,000 shares of our common stock at
$1.31 per share in connection with his services to be rendered as a member of
our board of directors. One third of such options shall vest on each of the
first, second and third anniversaries from the date of grant.

In January 2000, we issued and sold an aggregate of 648,057 shares of Series
B Convertible Preferred Stock to Dell USA L.P., Carousel Capital Partners,
L.P., Forstmann Little & Co. Equity Partnership - VI, L.P. and Impact Venture
Partners, L.P. Mr. Schwab, a managing director of Carousel Capital Partners,
serves as the designee of Forstmann Little on our board of directors. Adam
Dell, managing partner of Impact Venture Partners, was elected to our board of
directors in February 2000 as the designee of Dell USA L.P. Each of Mr. Dell
and Mr. Schwab was granted options in February 2000 to purchase 32,000 shares
of common stock at $15.00 per share. One third of such options shall vest on
each of the first, second and third anniversaries from the date of grant.

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<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth as of February 28, 2000, as adjusted to give
effect to the sale of common stock offered hereby, certain information
regarding beneficial ownership of our common stock by:

. each person or group of affiliated persons we expect to be the
beneficial owner of more than 5% of the outstanding shares of common
stock;

. each director;

. each Named Executive Officer;

. and all directors and Named Executive Officers as a group.

The address for each officer is c/o GoAmerica, Inc., 401 Hackensack Avenue,
Hackensack, New Jersey 07601.

<TABLE>
<CAPTION>
Percentage/(2)/
--------------------------------
Name Shares/(1)/ Prior to Offering After Offering
- ---- ----------- ----------------- --------------
<S> <C> <C> <C>
Aaron Dobrinsky/(3)/............. 8,425,848 22.5% 17.8%
Dobrinsky Family Holdings,
L.P./(4)/....................... 4,092,624 11.0 8.7
Dobrinsky Business Holdings,
L.P./(4)/....................... 2,455,560 6.6 5.2
CIBC WMV Inc./(5)/............... 5,741,632 15.5 12.2
Robi Blumenstein/(6)/............ -- -- --
Joseph Korb/(7)/................. 4,332,752 11.6 9.2
Korb Business Holdings,
L.P./(8)/....................... 2,046,376 5.5 4.3
Dell USA L.P./(9)/............... 2,592,224 7.0 5.5
Adam Dell/(10)/.................. 592,208 1.6 1.3
Alan Docter/(11)/................ 2,684,872 7.1 5.6
Mark Kristoff/(12)/.............. 331,968 * *
Francis Elenio/(13)/............. 320,000 * *
Zachary Prensky/(14)/............ 218,320 * *
Nelson Schwab/(15)/.............. 1,296,112 3.5 2.8
Andrew Seybold................... -- -- --
All executive officers and
directors as a group (10
persons)/(16)/.................. 18,202,080 47.2% 37.5%
</TABLE>
- --------
* Less than 1%.

(1) Beneficial ownership includes any shares as to which the individual or
entity has sole or shared voting power or investment power and also any
shares which the individual or entity has a right to acquire within 60
days after February 28, 2000 through the exercise of any stock options or
warrants. We have also assumed the conversion of all outstanding shares of
Preferred Stock into shares of our common stock upon completion of this
offering. The inclusion herein of such shares, however, does not
constitute an admission that the named stockholder is a direct or indirect
beneficial owner of such shares. Unless otherwise indicated, each person
or entity named in the table has sole voting power and investment power
with respect to all shares of capital stock listed as owned by such person
or entity.

(2) Applicable percentage of ownership is based on an aggregate of 37,136,760
shares of common stock outstanding on February 28, 2000 (including
8,038,304 shares of common stock to be issued upon conversion of all
outstanding shares of Series A Preferred Stock and 5,184,456 shares of
common stock issuable upon conversion of our Series B Preferred Stock upon
completion of the offering) and an aggregate of 47,136,760 shares of
common stock outstanding after the completion of this offering.

(3) Includes 240,000 shares subject to options that are immediately
exercisable. Also includes 4,092,624 shares held by Dobrinsky Family
Holdings, L.P. and 2,455,560 shares held by Dobrinsky Business Holdings,
L.P.

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<PAGE>

(4) Mr. Dobrinsky has voting and dispositive power with respect to the shares
of common stock held by Dobrinsky Family Holdings, L.P. and Dobrinsky
Business Holdings, L.P.

(5) Represents 5,741,632 shares to be issued in connection with the conversion
of 7,500 shares of Series A Preferred Stock upon completion of this
offering. Excludes 226,816 shares of common stock issued to CIBC World
Markets, Inc. for services rendered in connection with the Series B
Preferred Stock Financing.

(6) Mr. Blumenstein is the designee of CIBC WMV, Inc. on our board of
directors. Mr. Blumenstein does not have the power to vote or direct the
vote of and to dispose or direct the disposition of the shares owned by
CIBC WMV Inc. Accordingly, Mr. Blumenstein expressly disclaims beneficial
ownership of such shares.

(7) Includes 240,000 shares subject to options that are immediately
exercisable. Also includes 2,046,376 shares held by Korb Business
Holdings, L.P.
(8) Mr. Korb has voting and dispositive power with respect to the shares of
common stock held by Korb Business Holdings, L.P.

(9) Represents 2,592,224 shares of common stock to be issued in connection
with the conversion of the Series B Preferred Stock.

(10) Represents 592,208 shares of common stock to be issued in connection with
the conversion of the Series B Preferred Stock owned by Impact Venture
Partners, L.P., of which Mr. Dell serves as managing partner. Mr. Dell
expressly disclaims beneficial ownership of such shares except with
respect to his proportionate interest in the limited partnership.

(11) Includes 244,984 shares to be issued in connection with the conversion of
320 shares of Series A Preferred Stock upon completion of this offering.
Also includes 478,800 shares subject to warrant agreements that are
immediately exercisable.

(12) Includes 15,632 shares subject to a warrant agreement that is immediately
exercisable.

(13) Represents 320,000 shares subject to options that are immediately
exercisable.

(14) Includes 139,504 shares subject to a warrant agreement in the name of
Zackfoot Investments, LLC that is immediately exercisable.

(15) Represents 1,296,112 shares of common stock to be issued in connection
with the conversion of the Series B Preferred Stock owned by Carousel
Capital Partners, L.P., of which Mr. Schwab serves as a managing director.
Mr. Schwab expressly disclaims beneficial ownership of such shares except
with respect to his proportionate interest in the limited partnership.

(16) See notes 3 through 15.

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<PAGE>

DESCRIPTION OF CAPITAL STOCK

General

GoAmerica Communications Corp. was incorporated in Delaware in 1996. In
December 1999, GoAmerica, Inc. was incorporated in Delaware and each of the
stockholders of GoAmerica Communications Corp. exchanged all their outstanding
shares of common stock and preferred stock of that company for newly issued
shares of GoAmerica, Inc. with equivalent rights and preferences. As a result,
GoAmerica Communications Corp. became a wholly-owned subsidiary of GoAmerica,
Inc. In addition, each outstanding warrant and option to purchase shares of
common stock of GoAmerica Communication Corp. is now exercisable for shares of
common stock of GoAmerica, Inc.

Upon consummation of this offering, our authorized capital stock will
consist of 100,000,000 shares of common stock, par value $0.01 per share, and
4,351,943 shares of undesignated preferred stock, par value $0.01 per share. At
December 31, 1999, after giving effect to the conversion of all outstanding
shares of Series A Preferred Stock and Series B Preferred Stock upon
consummation of this offering, 47,136,760 shares of common stock were
outstanding and held by 77 stockholders. The following statements are brief
summaries of certain provisions with respect to our capital stock contained in
our certificate of incorporation and bylaws, copies of which have been filed as
exhibits to our registration statement. See "Where You Can Find More
Information." The following summary is qualified in its entirety by reference
to such documents.

Common Stock

The holders of our common stock are entitled to one vote for each share held
of record upon such matters and in such manner as may be provided by law.
Subject to preferences applicable to any outstanding shares of preferred stock,
the holders of common stock are entitled to receive ratably dividends, if any,
as may be declared by the board of directors out of funds legally available for
dividend payments. In the event we liquidate, dissolve or wind up, the holders
of common stock are entitled to share ratably in all assets remaining after
payment of liabilities and liquidation preferences of any outstanding shares of
the preferred stock. Holders of common stock have no preemptive rights or
rights to convert their common stock into any other securities. There are no
redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

The preferred stock is issuable from time to time in one or more series and
with such designations, preferences and other rights for each series as shall
be stated in the resolutions providing for the designation and issue of each
such series adopted by our board of directors. The board of directors is
authorized by our Certificate of Incorporation to determine, among other
things, the voting, dividend, redemption, conversion, exchange and liquidation
powers, rights and preferences and the limitations thereon pertaining to such
series. The board of directors, without stockholder approval, may issue
preferred stock with voting and other rights that could adversely affect the
voting power of the holders of the common stock and that could have certain
anti-takeover effects. We have no present plans to issue any shares of
preferred stock. The ability of the board of directors to issue preferred stock
without stockholder approval could have the effect of delaying, deferring or
preventing a change in control of us or the removal of existing management.

Warrants

At December 31, 1999, we had outstanding warrants to purchase an aggregate
of 1,276,800 shares of our common stock. The weighted average exercise price of
the warrants is $1.17 per share. Any warrant may be exercised by applying the
value of a portion of the warrant, which is equal to the number shares issuable
under the warrant being exercised multiplied by the fair market value of a
share of our common stock, less the per share exercise price, in lieu of
payment of the exercise price per share. Of such warrants, an aggregate of

54
<PAGE>

848,912 will expire in 2001, an aggregate of 42,880 will expire in 2003, an
aggregate of 65,008 will expire in 2004, and an aggregate of 320,000 will
expire in 2008.

Delaware Anti-Takeover Law and Our Certificate of Incorporation and Bylaw
Provisions

Provisions of Delaware law and our certificate of incorporation and bylaws
could make it difficult for a third party to acquire us and to remove our
incumbent officers and directors. These provisions, summarized below, are
expected to discourage coercive takeover practices and inadequate takeover bids
and to encourage persons seeking to acquire control of GoAmerica to negotiate
first with our board of directors. We believe that the benefits of increased
protection of our ability to negotiate with the proponent of an unfriendly or
unsolicited acquisition proposal outweigh the disadvantages of discouraging
such proposals because, among other things, negotiation could result in an
improvement of the terms of the proposal.

We are subject to Section 203 of the Delaware General Corporation Law, which
regulates corporate acquisitions. In general, Section 203 prohibits a publicly-
held Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years following the date the
person became an interested stockholder, unless:

. the board of directors approved the transaction in which such
stockholder became an interested stockholder prior to the date the
interested stockholder attained such status;

. upon consummation of the transaction that resulted in the stockholder's
becoming an interested stockholder, he or she owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding shares owned by persons who are directors and also
officers; or

. on or subsequent to such date the business combination is approved by
the board of directors and authorized at an annual or special meeting of
stockholders by the affirmative vote of at least 66 2/3% of the
corporation's voting stock not owned by the interested stockholder.

A "business combination" generally includes a merger, sale of assets or
stock, or other transaction resulting in a financial benefit to the interested
stockholder. In general, an "interested stockholder" is a person who, together
with affiliates and associates, owns, or within three years prior to the
determination of interested stockholder status, did own, 15% or more of a
corporation's voting stock.

Our certificate of incorporation provides that, effective upon the closing
of this offering, the terms of office of the members of the board of directors
will be divided into three classes: Class A, whose term will expire at the
annual meeting of stockholders to be held in 2001, Class B, whose term will
expire at the annual meeting of stockholders to be held in 2002, and Class C,
whose term will expire at the annual meeting of stockholders to be held in
2003. At each annual meeting of stockholders after the initial classification,
the successors to directors whose term will then expire will be elected to
serve from the time of election and qualification until the third annual
meeting following election. Our bylaws permit the board of directors to
increase or decrease the size of the board of directors. Any additional
directorships resulting from an increase in the number of directors will be
distributed among the three classes so that, as nearly as possible, each class
will consist of one-third of the total number of directors. This classification
of the board of directors may have the effect of delaying or preventing changes
in control or management of GoAmerica.

Furthermore, our certificate of incorporation and bylaws also provide that:

. the affirmative vote of the holders of at least 80% of the voting power
of all outstanding shares of the capital stock of GoAmerica shall be
required to adopt, amend or repeal any provision of our bylaws;

. upon the closing of this offering, stockholders of GoAmerica may not
take any action by written consent;

55
<PAGE>

. upon the closing of this offering, special meetings of stockholders may
be called only by our president, the chairman of our board of directors
or a majority of our board of directors and business transacted at any
such special meeting shall be limited to matters relating to the
purposes set forth in the notice of such special meeting;

. our board of directors, when evaluating an offer related to a tender or
exchange offer or other business combination, is authorized to give due
consideration to any relevant factors, including the social, legal and
economic effects upon employees, suppliers, customers, creditors, the
community in which we conduct business, and the economy of the state,
region and nation; and

. the affirmative vote of the holders of at least 80% of the voting power
of all outstanding shares of the capital stock of GoAmerica shall be
required to amend the above provisions or the limitations on director
liability.

The Delaware statute, the undesignated authorized preferred stock and the
foregoing provisions of our certificate of incorporation and our bylaws may
discourage certain types of transactions involving an actual or potential
change in control of GoAmerica and could have the effect of delaying, deterring
or preventing a change in control of GoAmerica. In addition, in the event of
certain mergers, a reorganization or consolidation of GoAmerica with or into
another corporation or the sale of all or substantially all of our assets or
all of our capital stock wherein the successor corporation does not assume
outstanding options or issue equivalent options, our board of directors is
required to accelerate vesting of options outstanding under our 1999 Stock
Plan.

Registration Rights

In October 1996, we entered into a registration rights agreement pursuant to
which we granted registration rights to stockholders covering an aggregate of
5,501,216 shares of our common stock. Messrs. Docter and Kristoff are among
such stockholders. Pursuant to the October 1996 registration rights agreement,
at any time beginning six months after the effective date of this offering, the
stockholders of at least a majority of such registrable shares of common stock
have the right, subject to certain restrictions set forth therein, to require
that we register, at our expense, on no more than two occasions any or all of
their shares of common stock covered by such agreement.

The October 1996 registration rights agreement also provides that, if at any
time we propose to register any of our common stock under the Securities Act
for sale to the public on either a Form S-1, Form S-2 or Form S-3 Registration
Statement, those stockholders party to the agreement have unlimited piggyback
registration rights at our expense, subject to certain restrictions, including
the right of the managing underwriter in such offering to limit the amount of
securities registered by such stockholders.

In January 1998, we issued warrants to purchase 16,320 shares of our common
stock and such shares have registration rights similar to the registration
rights set forth in the October 1996 registration rights agreement.

In June 1999, we entered into a registration rights agreement pursuant to
which we granted registration rights to stockholders covering an aggregate of
7,655,512 shares of our common stock that will be issued upon the consummation
of this offering and the automatic conversion of their shares of Series A
Preferred Stock. This number of shares also included shares of Series A
Preferred Stock sold in August 1999. CIBC WMV is one of the stockholders party
to this agreement. Pursuant to the June 1999 registration rights agreement, at
any time beginning 180 days after the effective date of this offering, the
stockholders of at least 67% of such shares have the right, subject to certain
restrictions set forth in the June 1999 registration rights agreement, to
request that we register, at our expense, any or all of their shares.

The June 1999 registration rights agreement also provides that, if at any
time we propose to register any of our common stock under the Securities Act
for sale to the public, the stockholders party to this agreement have unlimited
piggyback registration rights at our expense, subject to certain restrictions,
including the right

56
<PAGE>

of the managing underwriter to limit the amount of securities registered by
such stockholders. In addition, the 1999 Registration Rights Agreement provides
that under certain circumstances, stockholders party thereto may register up to
fifty percent of the number of shares available to be sold in any secondary
offering of our common stock.

In January 2000, we entered into a registration rights agreement in which we
granted registration rights to stockholders covering an aggregate of 5,184,456
shares of our common stock that will be issued upon the automatic conversion of
their shares of Series B Preferred Stock upon the completion of this offering.
Dell USA L.P., Impact Venture Partners, L.P., Carousel Capital Partners, L.P.
and Forstmann Little Equity Partnership-VI, L.P. are the stockholders party to
this agreement. The January 2000 registration rights agreement provides that at
any time beginning 180 days after the effective date of this offering, the
stockholders of at least 50% of such shares have the right, subject to certain
restrictions, to request that we register, at our expense, any or all of their
shares.

The January 2000 registration rights agreement also provides that, if at any
time we propose to register any of our common stock under the Securities Act
for sale to the public, the stockholders party to this agreement have unlimited
piggyback registration rights at our expense, subject to certain restrictions,
including the right of the managing underwriter to limit the amount of
securities registered by such stockholders. In the event that the holders of
our Series B Preferred Stock, Series A Preferred Stock and Common Stock desire
to register their shares together and there is a need to reduce the number of
shares registered, the Series B Preferred Stock stockholders will have priority
over other stockholders for the registration of their shares. This agreement
also provides that under certain circumstances, these stockholders may register
all of their shares available to be sold in any secondary offering of our
common stock.

Our underwriters have advised our stockholders that they may not participate
in this offering or otherwise exercise any of their registration rights in
connection herewith.

Listing

We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol "GOAM".

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is American Stock
Transfer & Trust Company. The transfer agent's address and telephone number is
40 Wall Street, New York, New York 10005, 718-921-8200.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have 47,136,760 shares of common
stock outstanding. Of these shares, the 10,000,000 shares sold in the offering,
plus any additional shares sold upon exercise of the underwriters' over-
allotment option, will be freely transferable by persons other than
"affiliates" of GoAmerica without restriction or further registration under the
Securities Act. The remaining 37,136,760 outstanding shares will be "restricted
securities" (the "Restricted Shares") within the meaning of Rule 144 under the
Securities Act and may not be sold in the absence of registration under the
Securities Act unless an exemption from registration is available, such as the
exemption afforded by Rule 144.

Each of GoAmerica, our officers and directors, and certain of our
stockholders have entered into "lock-up" agreements with a representative of
the underwriters, providing that, subject to certain exceptions, they will not
offer, sell or otherwise dispose of any shares of common stock, or securities
convertible into or exchangeable for common stock, or enter into any agreement
to do so, for a period of 180 days after the date of this prospectus without
the prior written consent of Bear, Stearns & Co. Inc. acting as a
representative of the underwriters. Bear, Stearns & Co. Inc. may release any of
such shares in its sole discretion at any time and without prior notice.
Following expiration of the "lock-up" period, all the Restricted Shares will
become eligible for sale at various times commencing immediately pursuant to
Rule 144, subject to certain limitations described below. In addition, certain
of the Restricted Shares may be sold upon expiration of the "lock-up" period if
eligible stockholders elect to exercise available registration rights. See
"Description of Capital Stock--Registration Rights."

Rule 144, as currently in effect, provides that an affiliate of GoAmerica or
a person, or persons whose sales are aggregated, who has beneficially owned
Restricted Shares that were issued by GoAmerica or purchased by such person
from a nonaffiliate of GoAmerica at least one year prior to such sale is
entitled to sell, commencing 90 days after the date of this prospectus, within
any three-month period, a number of shares that does not exceed the greater of
1% of the then outstanding shares of common stock (approximately shares of
common stock immediately after this offering) and the average weekly trading
volume in the common stock during the four calendar weeks preceding such sale.
Sales under Rule 144 also are subject to certain manner-of-sale provisions,
notice requirements and the availability of current public information about
us. However, a person who is not an "affiliate" of GoAmerica at any time during
the three months preceding a sale, and who has beneficially owned Restricted
Shares that were issued by GoAmerica or purchased by such person from a
nonaffiliate of GoAmerica at least two years prior to such sale, is entitled to
sell such shares under Rule 144 without regard to the limitations described
above.

As of the date of this prospectus, there were outstanding options and
warrants to purchase an aggregate of 3,716,808 shares of common stock. After
giving effect to vesting provisions limiting the exercisability of all the
outstanding options and the "lock-up" period applicable to certain option
holders, none of these shares will become available for sale in the public
market pursuant to Rules 144 and 701 under the Securities Act until at least
180 days after completion of this offering. Rule 701 relates to the sale of
shares issuable under compensatory stock plans. 1,996,800 of such shares will
become available for resale at the expiration of the "lock-up" period. We
intend to register on a Form S-8 registration statement under the Securities
Act, during the 180-day lock-up period, the resale of 6,716,000 shares of
common stock issuable upon the exercise of outstanding options or reserved for
issuance under the 1999 Stock Plan and the resale of 4,000,000 shares of common
stock to be sold to employees pursuant to our Employee Stock Purchase Plan. See
"Management--GoAmerica, Inc. 1999 Stock Option Plan" and "--Employee Stock
Purchase Plan."

Since there has been no public market for shares of the common stock prior
to this offering, we are unable to predict the effect that sales made pursuant
to Rules 144 or 701 under the Securities Act, or otherwise, may have on the
prevailing market price of the shares of the common stock. Sales of a
substantial amount of the common stock in the public market, or the perception
that such sales could occur, could adversely affect the market prices of our
stock. See "Risk Factors--Future sales of our common stock may negatively
affect our stock price."

58
<PAGE>

CERTAIN U.S. TAX CONSEQUENCES TO NON-U.S. HOLDERS

Following is a general discussion of the material U.S. federal income and
estate tax consequences of the ownership and disposition of the common stock
applicable to non-U.S. holders of our common stock. For purposes of this
discussion, a non-U.S. holder is any holder of our common stock that, for U.S.
federal income tax purposes, is not a U.S. person (as defined below). This
discussion does not address all aspects of U.S. federal income and estate
taxation that may be relevant in light of a non-U.S. holder's particular facts
and circumstances, such as being a U.S. expatriate, and does not address any
tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction. Furthermore, the following discussion is based on current
provisions of the Internal Revenue Code of 1986, as amended, and administrative
and judicial interpretations thereof, all as in effect on the date hereof, and
all of which are subject to change, possibly with retroactive effect. We have
not and will not seek a ruling from the Internal Revenue Service with respect
to the U.S. federal income and estate tax consequences described below, and as
a result, there can be no assurance that the Internal Revenue Service will not
disagree with or challenge any of the conclusions set forth in this discussion.

For purposes of this discussion, the term U.S. person means:

. a citizen or resident of the United States;

. a corporation, partnership or other entity created or organized in the
United States or under the laws of the United States or any political
subdivision thereof;

. an estate whose income is included in gross income for U.S. federal
income tax purposes regardless of its source; or

. a trust whose administration is subject to the primary supervision of a
U.S. court and which has one or more U.S. persons who have the authority
to control all substantial decisions of the trust.

Dividends

A dividend paid to a non-U.S. holder generally will be subject to U.S.
withholding tax either at a rate of 30% of the gross amount of the dividend or
such lower rate as may be specified by an applicable income tax treaty.
Dividends received by a non-U.S. holder that are effectively connected with a
U.S. trade or business conducted by the non-U.S. holder are exempt from that
withholding tax. However, those effectively connected dividends, net of certain
deductions and credits, are taxed at the same graduated rates applicable to
U.S. persons.

In addition to the graduated tax described above, dividends received by a
corporate non-U.S. holder that are effectively connected with a U.S. trade or
business of the corporate non-U.S. holder may also be subject to a branch
profits tax at a rate of 30% or such lower rate as may be specified by an
applicable income tax treaty.

A non-U.S. holder that is eligible for a reduced rate of withholding tax
pursuant to an applicable income tax treaty may be required to submit
documentation to avail itself of that treaty and may be able to obtain a refund
of any excess amounts withheld by GoAmerica by filing an appropriate claim for
refund with the Internal Revenue Service.

Gain On Disposition Of Common Stock

A non-U.S. holder generally will not be subject to U.S. federal income tax
on any gain realized upon the sale or other disposition of our common stock
unless:

. the gain is effectively connected with a U.S. trade or business of the
non-U.S. holder (which gain, in the case of a corporate non-U.S. holder,
must also be taken into account for branch profits tax purposes);

59
<PAGE>

. the non-U.S. holder is an individual who holds his or her common stock
as a capital asset (generally, an asset held for investment purposes)
and who is present in the United States for a period or periods
aggregating 183 days or more during the calendar year in which the sale
or disposition occurs and certain other conditions are met; or

. we are or have been a "United States real property holding corporation"
for U.S. federal income tax purposes at any time within the shorter of
the five-year period preceding the disposition or the holder's holding
period for its common stock. We believe that we are not and do not
believe that we will become a "United States real property holding
corporation" for U.S. federal income tax purposes.

Backup Withholding and Information Reporting

Generally, we would be required to report annually to the Internal Revenue
Service the amount of dividends, if any, paid on the common stock, the name and
address of the recipient, and the amount, if any, of tax withheld. A similar
report would be sent to the recipient. Pursuant to applicable income tax
treaties or other agreements, the Internal Revenue Service may make its reports
available to tax authorities in the recipient's country of residence.

Dividends paid to a non-U.S. holder at an address within the United States
may be subject to backup withholding at a rate of 31% if the non-U.S. holder
fails to establish that it is entitled to an exemption or to provide a correct
taxpayer identification number and other information to the payer. Backup
withholding will generally not apply to the dividends paid to non-U.S. holders
at an address outside the United States on or prior to December 31, 2000 unless
the payer has knowledge that the payee is a U.S. person. Under recently
finalized Treasury Regulations regarding withholding and information reporting,
payment of dividends to non-U.S. holders at an address outside the United
States after December 31, 2000 may be subject to backup withholding at a rate
of 31% unless such non-U.S. holder satisfies various certification
requirements.

Under current Treasury Regulations, the payment of the proceeds of the
disposition of our common stock to or through the U.S. office of a broker is
subject to information reporting and backup withholding at a rate of 31% unless
the holder certifies its non-U.S. status under penalties of perjury or
otherwise establishes an exemption. Generally, the payment of the proceeds of
the disposition by a non-U.S. holder of our common stock outside the United
States to or through a foreign office of a broker will not be subject to backup
withholding but will be subject to information reporting requirements if the
broker is:

. a U.S. person;

. a "controlled foreign corporation" for U.S. federal income tax purposes;
or

. a foreign person 50% or more of whose gross income for certain periods
is from the conduct of a U.S. trade or business

unless the broker has documentary evidence in its files of the holder's non-
U.S. status and certain other conditions are met, or the non-U.S. holder
otherwise establishes an exemption. Neither backup withholding nor information
reporting generally will apply to a payment of the proceeds of a disposition of
our common stock by or through a foreign office of a foreign broker not subject
to the preceding sentence.

In general, the recently finalized Treasury Regulations, described above, do
not significantly alter substantive withholding and information reporting
requirements but would alter procedures for claiming benefits of an income tax
treaty and change the certifications procedures relating to the receipt by
intermediaries of payments on behalf of the beneficial owner of shares of
common stock. Non-U.S. holders should consult their tax advisors regarding the
effect, if any, of those final Treasury Regulations on an investment in our
common stock. Those final Treasury Regulations are generally effective for
payments made after December 31, 2000.

60
<PAGE>

Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the Internal
Revenue Service.

Estate Tax

An individual non-U.S. holder who owns our common stock at the time of his
or her death or had made certain lifetime transfers of an interest in our
common stock will be required to include the value of our common stock in his
or her gross estate for U.S. federal estate tax purposes, unless an applicable
estate tax treaty provides otherwise.

The foregoing discussion is a summary of the principal U.S. federal income
and estate tax consequences of the ownership, sale or other disposition of our
common stock by non-U.S. holders. Accordingly, investors are urged to consult
their own tax advisors with respect to the income and estate tax consequences
of the ownership and disposition of common stock, including the application and
effect of the laws of any state, local, foreign or other taxing jurisdiction.

61
<PAGE>

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement
dated , 2000, each of the underwriters named below, through their
representatives Bear, Stearns & Co. Inc., Chase Securities Inc., U.S. Bancorp
Piper Jaffray Inc. and SoundView Technology Group, Inc., has severally agreed
to purchase from us the aggregate number of shares of common stock set forth
opposite its name below at the public offering price less the underwriting
discount set forth on the cover page of this prospectus.

<TABLE>
<CAPTION>
Underwriters Number of Shares
- ------------ ----------------
<S> <C>
Bear, Stearns & Co. Inc........................................
Chase Securities Inc...........................................
U.S. Bancorp Piper Jaffray Inc.................................
SoundView Technology Group, Inc................................
DLJdirect Inc..................................................
----------
Total........................................................ 10,000,000
==========
</TABLE>

The underwriting agreement provides that the obligations of the several
underwriters thereunder are subject to approval of certain legal matters by
their counsel and to various other conditions. Under the underwriting
agreement, the underwriters are obligated to purchase and pay for all of the
above shares of common stock, other than those covered by the over-allotment
option described below, if they purchase any of the shares.

The underwriters propose to initially offer some of the shares directly to
the public at the offering price set forth on the cover page of this prospectus
and some of the shares to dealers at this price less a concession not in excess
of $ per share. The underwriters may allow, and dealers may re-allow,
concessions not in excess of $ per share on sales to other dealers. After
the initial offering of the shares to the public, the underwriters may change
the offering price, concessions and other selling terms. The underwriters do
not intend to confirm sales to any accounts over which they exercise
discretionary authority.

We have granted the underwriters an option exercisable for 30 days from the
date of the underwriting agreement to purchase up to 1,500,000 additional
shares, at the offering price less the underwriting discount. The underwriters
may exercise this option solely to cover over-allotments, if any, made in
connection with this offering. To the extent underwriters exercise this option
in whole or in part then each of the underwriters will become obligated,
subject to conditions, to purchase a number of additional shares approximately
proportionate to each underwriter's initial purchase commitment as indicated in
the preceding table.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act.

Our directors, executive officers and stockholders, who collectively hold a
total of 36,589,512 shares of common stock, have agreed, subject to limited
exceptions, not to sell or offer to sell or otherwise dispose of any shares of
common stock or securities convertible into or exercisable or exchangeable for
our common stock, for a period of 180 days after the date of this prospectus
without the prior written consent of Bear, Stearns & Co. Inc., on behalf of the
underwriters.

In addition, we have agreed that for a period of 180 days after the date of
this prospectus we will not offer, sell or otherwise dispose of any shares of
common stock except for the shares offered in this offering and any shares
offered in connection with employee benefit plans, without the consent of Bear,
Stearns & Co. Inc., on behalf of the underwriters.

62
<PAGE>

Prior to the offering, there has been no public market for our common stock.
Consequently, the initial offering price for the common stock will be
determined by negotiations between us and the representatives of the
underwriters. Among the factors to be considered in these negotiations will be:

. our results of operations in recent periods;

. estimates of our business potential;

. an assessment of our management;

. prevailing market conditions; and

. the prices of similar securities of generally comparable companies.

We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol "GOAM." We cannot assure you, however,
that an active or orderly trading market will develop for the common stock or
that our common stock will trade in the public markets subsequent to the
offering at or above the initial offering price.

In order to facilitate the offering, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
common stock during and after the offering. Specifically, the underwriters may
over-allot or otherwise create a short position in the common stock for their
own account by selling more shares of common stock than we have actually sold
to them. The underwriters may elect to cover any short position by purchasing
shares of common stock in the open market or by exercising the over-allotment
option granted to the underwriters. In addition, the underwriters may stabilize
or maintain the price of the common stock by bidding for or purchasing shares
of common stock in the open market and may impose penalty bids, under which
selling concessions allowed to syndicate members or other broker-dealers
participating in the offering are reclaimed if shares of common stock
previously distributed in the offering are repurchased in connection with
stabilization transactions or otherwise. The effect of these transactions may
be to stabilize or maintain the market price at a level above that which might
otherwise prevail in the open market and these transactions may be discontinued
at any time. The imposition of a penalty bid may also affect the price of the
common stock to the extent that it discourages resales. No representation is
made as to the magnitude or effect of these activities.

A prospectus in electronic format is being made available on an Internet Web
site maintained by Wit Capital Corporation, an affiliate of SoundView
Technology Group, Inc. In addition, other dealers purchasing shares from
SoundView Technology Group, Inc. in this offering have agreed to make a
prospectus in electronic format available on Web sites maintained by each of
these dealers. An electronic prospectus is also available on the Web site
maintained by DLJdirect Inc. Other than the prospectus in electronic format,
the information on these Web sites and any information contained on any other
Web site maintained by Wit Capital Corporation or DLJdirect Inc. is not to be
part of this prospectus or the registration statement of which this prospectus
forms a part, has not been approved and/or endorsed by GoAmerica or any
underwriter in its capacity as underwriter and should not be relied upon by
investors.

Other than their respective participation as underwriters in this offering,
none of the underwriters has any relationship with GoAmerica, or any of its
founders or significant stockholders, except as follows. In January 2000,
GoAmerica and DLJdirect Inc. entered into a co-marketing arrangement pursuant
to which each party features the services of the other. There are no payment or
fee obligations which arise from this co-marketing relationship.

63
<PAGE>

The underwriters have reserved for sale, at the initial public offering
price, up to 500,000 shares of common stock for employees, directors and other
persons associated with us who express an interest in purchasing these shares
of common stock in the offering. The number of shares available for sale to the
general public in the offering will be reduced to the extent these persons
purchase reserved shares. Any reserved shares not purchased by these persons
will be offered by the underwriters to the general public on the same terms as
the other shares offered in this offering.

The underwriters may, from time to time, engage in transactions with, and
perform services for, us in the ordinary course of their business.

The following table shows the underwriting discount to be paid to the
underwriters in connection with this offering. These amounts are shown assuming
both no exercise and full exercise of the underwriters' option to purchase
additional shares of common stock.

<TABLE>
<CAPTION>
No Exercise Full Exercise
----------- -------------
<S> <C> <C>
Per share.......................................... $ $
Total.............................................. $ $
</TABLE>

Other expenses of this offering (including the registration fees and the
fees of financial printers, counsel and accountants) payable by us are expected
to be approximately $1.4 million.

64
<PAGE>

LEGAL MATTERS

The validity of the shares of the common stock offered hereby will be passed
upon by Buchanan Ingersoll Professional Corporation, Princeton, New Jersey.
Certain legal matters in connection with the offering will be passed upon for
the underwriters by Sidley & Austin, New York, New York.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our financial
statements at December 31, 1998 and 1999, and for each of the three years in
the period ended December 31, 1999 as set forth in their report. We have
included our financial statements in the prospectus and elsewhere in the
registration statement in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 under the Securities Act, with respect to the shares of
common stock offered hereby. This prospectus does not contain all the
information which is in the registration statement. We refer to the
registration statement and to the exhibits and schedules filed with the
Registration Statement for further information with respect to us and the
shares of common stock offered in this prospectus. Statements contained herein
as to the content of any contract or other document are materially complete.
However, reference is made to the copy of such contract or other document filed
as an exhibit to the registration statement, and each such statement is
qualified in its entirety by such reference.

The registration statement and the exhibits and schedules thereto may be
inspected without charge at the Public Reference Room of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional
offices of the Commission located at Seven World Trade Center, Suite 1300, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Copies of such documents may be obtained from the
Public Reference Room of the Commission at prescribed rates. This material also
may be obtained on the Commission's website at http://www.sec.gov. Information
regarding the operation of the Public Reference Room may be obtained by calling
the Commission at 1(800) SEC-0330.

We intend to furnish our stockholders with annual reports containing
financial statements certified by our independent accountants and make
available quarterly reports containing unaudited financial information for the
first three quarters of each year.

65
<PAGE>

GOAMERICA, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors........................................... F-2

Consolidated Balance Sheets as of December 31, 1998 and 1999............. F-3

Consolidated Statements of Operations for the years ended December 31,
1997, 1998 and 1999..................................................... F-4

Consolidated Statements of Stockholders' Equity (Deficit) for the years
ended December 31, 1997, 1998 and 1999.................................. F-5

Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1998 and 1999..................................................... F-6

Notes to Consolidated Financial Statements............................... F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
GoAmerica, Inc.

We have audited the accompanying consolidated balance sheets of GoAmerica,
Inc. and subsidiary, as of December 31, 1999 and 1998, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for each of the three years in the period ended December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of GoAmerica,
Inc. and subsidiary at December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.

/s/ Ernst & Young LLP

MetroPark, New Jersey

February 23, 2000

F-2
<PAGE>

GOAMERICA, INC.

CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
Pro forma
Stockholders'
December 31, Equity
------------------------- -------------
December 31,
1999
1998 1999 (Note 13)
----------- ------------ -------------
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents........... $ 1,960,954 $ 6,343,793
Accounts receivable, less allowance
for doubtful accounts of $20,000 in
1998 and $75,000 in 1999........... 199,021 541,865
Merchandise inventories............. 66,222 589,307
Prepaid expenses and other.......... 34,149 471,455
----------- ------------
Total current assets.................. 2,260,346 7,946,420
Property, equipment and leasehold
improvements, net.................... 643,692 959,243
Deferred costs........................ 510,748
Investment in DataRover Mobile
Systems, Inc. ....................... 255,700
Other assets.......................... 105,945 84,573
----------- ------------
$ 3,009,983 $ 9,756,684
=========== ============
Liabilities, redeemable convertible
preferred stock and stockholders'
equity (deficit)
Current liabilities:
Accounts payable.................... $ 165,383 $ 3,837,715
Accrued expenses.................... 604,806 1,460,936
Capital lease obligations........... 157,854
Deferred income..................... 14,508 64,300
----------- ------------
Total current liabilities............. 784,697 5,520,805
Other liabilities..................... 139,274
Commitments and contingencies
Series A redeemable convertible
preferred stock, $.01 par value,
authorized: none in 1998 and 10,500
shares in 1999; issued and
outstanding: none in 1998; 10,500
shares in 1999, and none pro forma
1999, $10,500,000 liquidation
preference........................... 20,755,323 $ --
Stockholders' equity (deficit):
Preferred stock $.01 par value,
authorized: 5,000,000 shares in
1998 and 1999; issued and
outstanding: none in 1998 and 1999;
none pro forma 1999................
Common stock, $.01 par value;
authorized: 40,000,000 in 1998, and
100,000,000 shares in 1999,
respectively; issued and
outstanding: 21,327,776 in 1998 and
23,687,184 shares in 1999,
respectively, and 37,136,760 shares
pro forma 1999..................... 213,278 236,872 371,368
Additional paid-in capital.......... 5,855,432 5,483,655 51,294,482
Deferred employee compensation...... (7,067,533) (7,067,533)
Accumulated deficit................. (3,843,424) (15,311,712) (15,311,712)
----------- ------------ -----------
Total stockholders' equity (deficit).. 2,225,286 (16,658,718) $29,286,605
----------- ------------ ===========
$ 3,009,983 $ 9,756,684
=========== ============
</TABLE>

See accompanying notes.

F-3
<PAGE>

GOAMERICA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Year ended December 31
--------------------------------------
1997 1998 1999
----------- ----------- ------------
<S> <C> <C> <C>
Revenues:
Subscriber........................... $ 114,524 $ 359,364 $ 1,182,695
Equipment............................ 33,431 449,027 1,341,356
Other................................ 24,775 18,264 206,496
----------- ----------- ------------
172,730 826,655 2,730,547
Costs and expenses:
Cost of subscriber revenue........... 87,551 303,477 4,051,182
Cost of equipment revenue............ 14,960 532,074 1,648,160
Sales and marketing.................. 242,708 908,694 3,283,021
General and administrative........... 841,090 1,549,188 4,809,232
Depreciation and amortization........ 32,384 123,616 275,067
Settlement costs..................... 297,310
----------- ----------- ------------
1,218,693 3,417,049 14,363,972
----------- ----------- ------------
Loss from operations................... (1,045,963) (2,590,394) (11,633,425)
Interest income...................... 13,685 165,137
----------- ----------- ------------
Net loss............................... $(1,045,963) $(2,576,709) $(11,468,288)
=========== ===========
Beneficial conversion feature and
accretion of redemption value of
mandatorily redeemable convertible
preferred stock....................... (10,463,472)
------------
Net loss applicable to common
stockholders.......................... $(21,931,760)
============
Basic and diluted net loss per share
applicable to common stockholders..... $ (0.06) $ (0.14) $ (1.00)
=========== =========== ============
Weighted average shares used in
computation of net loss per share
applicable to common stockholders..... 16,518,052 18,826,392 22,025,283

Pro forma basic and diluted net loss
per share............................. $ (0.45)
============
Weighted average shares used in
computation of pro forma
net loss per share.................... 25,692,584
</TABLE>

See accompanying notes.

F-4
<PAGE>

GOAMERICA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

Period from January 1, 1997 to December 31, 1999

<TABLE>
<CAPTION>
Total
Common Stock Additional Deferred Stockholders'
------------------- Paid-in Employee Accumulated Equity
Shares Amount Capital Compensation Deficit (Deficit)
---------- -------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1997................... 16,000,000 160,000 $ 840,000 $ -- $ (220,752) $ 779,248
Issuance of common
stock................. 409,440 4,095 410,905 415,000
Net loss............... (1,045,963) (1,045,963)
---------- -------- ----------- ----------- ------------ ------------
Balance at December 31,
1997................... 16,409,440 164,095 1,250,905 -- (1,266,715) 148,285
Sale of common stock
and stock purchase
warrants.............. 4,918,336 49,183 4,604,527 4,653,710
Net loss............... (2,576,709) (2,576,709)
---------- -------- ----------- ----------- ------------ ------------
Balance at December 31,
1998................... 21,327,776 213,278 5,855,432 -- (3,843,424) 2,225,286
Sale of common stock... 1,875,416 18,754 1,999,322 2,018,076
Issuance of common
stock upon exercise of
warrants.............. 483,992 4,840 (4,235) 605
Non-cash capital
contribution by
principal shareholders
in connection with
settlement
agreements............ 148,572 148,572
Issuance of warrants to
purchase common stock
in connection with
settlement
agreements............ 148,738 148,738
Deferred non-cash
employee
compensation.......... 7,799,298 (7,799,298) --
Amortization of non-
cash deferred employee
compensation.......... 731,765 731,765
Beneficial conversion
feature and accretion
of redemption value of
redeemable convertible
preferred stock....... (10,463,472) (10,463,472)
Net loss............... (11,468,288) (11,468,288)
---------- -------- ----------- ----------- ------------ ------------
Balance at December 31,
1999................... 23,687,184 $236,872 $ 5,483,655 $(7,067,533) $(15,311,712) $(16,658,718)
========== ======== =========== =========== ============ ============
</TABLE>

See accompanying notes.

F-5
<PAGE>

GOAMERICA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Year ended December 31
--------------------------------------
1997 1998 1999
----------- ----------- ------------
<S> <C> <C> <C>
Operating activities
Net loss............................... $(1,045,963) $(2,576,709) $(11,468,288)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization......... 32,384 123,616 275,067
Provision for losses on accounts
receivable........................... 5,000 15,000 215,297
Non-cash employee compensation........ 731,765
Non-cash settlement costs............. 297,310
Non-cash rent expense................. 139,274
Changes in operating assets and
liabilities:
Increase in accounts receivable....... (10,492) (199,651) (558,141)
Increase in merchandise inventories... (6,420) (3,202) (523,085)
(Increase) decrease in prepaid
expenses and other assets............ 59,319 (78,316) (432,601)
Increase (decrease) in accounts
payable.............................. 80,817 (20,125) 3,672,332
Increase (decrease) in accrued
expenses............................. 82,501 510,303 856,130
Increase in deferred income........... 14,508 49,792
----------- ----------- ------------
Net cash used in operating activities.. (802,854) (2,214,576) (6,745,148)
Investing activities
Purchase of property, equipment and
leasehold improvements................ (179,877) (297,769) (387,116)
Acquisition of DTS assets.............. (200,000)
Investment in DataRover Mobile Systems,
Inc................................... (255,700)
----------- ----------- ------------
Net cash used in investing activities.. (179,877) (497,769) (642,816)
Financing activities
Proceeds from sale of common stock and
stock purchase warrants............... 415,000 4,653,710 2,018,681
Proceeds from sale of preferred stock.. 10,291,851
Deferred financing costs............... (510,748)
Payments made on capital lease
obligations........................... (28,981)
----------- ----------- ------------
Net cash provided by financing
activities............................ 415,000 4,653,710 11,770,803
----------- ----------- ------------
Increase (decrease) in cash and cash
equivalents........................... (567,731) 1,941,365 4,382,839
Cash and cash equivalents at beginning
of period............................. 587,320 19,589 1,960,954
----------- ----------- ------------
Cash and cash equivalents at end of
period................................ $ 19,589 $ 1,960,954 $ 6,343,793
=========== =========== ============
</TABLE>

See accompanying notes.

F-6
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1997, December 31, 1998 and December 31, 1999

1. Description of Business

GoAmerica, Inc. (the "Company") offers wireless access to the internet and
corporate intranet systems to customers located in the United States. The
Company has formed strategic relationships with wireless carriers, software
providers, and hardware manufacturers who provide the mobile computer user
wireless communications, services and devices that complement the Company's
services. The Company also distributes wireless communication devices,
principally to customers of its wireless services.

The Company operates in a highly competitive environment subject to rapid
technological change and emergence of new technology. Although management
believes its services are transferable to emerging technologies, rapid changes
in technology could have an adverse financial impact on the Company.

The Company is highly dependent on third-party providers for wireless
communication services.

On December 31, 1999, the stockholders of GoAmerica Communications Corp.,
the predecessor to GoAmerica, Inc., exchanged all of the outstanding common and
Series A Preferred shares of GoAmerica Communications Corp. for the same number
of shares of similar securities of GoAmerica, Inc., and as a result, GoAmerica
Communications Corp. became a wholly-owned subsidiary of GoAmerica, Inc. All
outstanding options and warrants of GoAmerica Communications Corp. were
exchanged into similar securities of GoAmerica, Inc. Prior to December 31,
1999, GoAmerica, Inc. had no operations, assets or liabilities. This corporate
reorganization was accounted for as an exchange of shares between entities
under common control and no changes were made to the historical cost basis of
GoAmerica Communications Corp.'s net assets.

In December 1999, the Company Board of Directors authorized the filing of a
registration statement with the Securities and Exchange Commission for an
initial public offering of the Company's common stock.

Basis of Consolidation

As noted above, GoAmerica Communications Corp. became a wholly-owned
subsidiary of GoAmerica, Inc. effective December 31, 1999. The accompanying
consolidated financial statements reflect the results of operations of
GoAmerica Communications Corp. through December 31, 1999. All significant
intercompany balances and transactions are eliminated in consolidation.

2. Significant Accounting Policies

Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity of
three month or less when purchased.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements, and the reported amounts of certain expenses
during the reporting periods. Actual results could differ from those estimates.

F-7
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

Merchandise Inventories

Merchandise inventories, principally wireless devices, are stated at the
lower of cost (first-in, first-out) basis or market. The inventory of the
Company is subject to rapid technological changes which could have an adverse
impact on its realization in future periods. In addition, there are a limited
number of suppliers of the Company's inventory.

Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements are stated at cost.
Depreciation is provided on the straight-line method over the estimated useful
lives of the related assets ranging from three to seven years. Expenditures for
maintenance and repairs are charged to expense as incurred.

Investment in DataRover Mobile Systems, Inc.

The investment in DataRover Mobile Systems, Inc. ("DataRover") consists of
the Company's investment in Series B Preferred Stock of DataRover, a private
company engaged in the hand-held mobile computing business. The investment is
accounted for on a cost basis as the Company's ownership is less than 5% of the
total outstanding shares of DataRover at December 31, 1999; the Company does
not exercise significant influence over DataRover; and the DataRover stock does
not have a readily determinable fair value.

Deferred Costs

As of December 31, 1999, external costs directly attributable to the planned
initial public offering of GoAmerica, Inc. shares have been deferred. These
costs will be charged against GoAmerica, Inc.'s additional paid-in-capital in
connection with the consummation of its initial public offering.

Revenue and Deferred Revenue

The Company derives subscriber revenue from the provision of wireless
communication services. Subscriber revenue consists of monthly charges for
access and usage and is recognized as the service is provided. Also included in
subscriber revenue are one-time non-refundable activation fees. To the extent
such fees exceed the related costs, they are deferred and recognized ratably
over the life of the related service contracts generally six months or twelve
months. Equipment revenue is recognized upon shipment. Consulting revenue,
included in other revenue, is recognized as the related services are provided.

Cost of Revenues

Cost of subscriber revenue consists principally of airtime costs. Cost of
equipment revenue consists of the cost of equipment sold.

Income Taxes

Deferred income taxes are determined using the liability method. Under this
method, deferred tax assets and liabilities are determined based on differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.

Advertising Costs

Advertising costs are expensed as incurred. During 1997, 1998 and 1999,
advertising expense was approximately $68,000, $203,000 and $1,081,000,
respectively.

F-8
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

Research and Development Costs

Research and development costs are expensed as incurred. During 1998 and
1999, research and development costs totaled approximately $155,000 and
$465,000, respectively. The Company did not incur research and development
costs during 1997.

Stock-Based Employee Compensation

The Company accounts for employee stock-based compensation in accordance
with Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees", using an intrinsic value approach to measure compensation
expense, if any. Appropriate disclosures using a fair value based method, as
provided by Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), are also reflected in
the accompanying notes to the financial statements. Options issued to non-
employees are accounted for in accordance with SFAS 123, using a fair value
approach.

Net Loss Available for Common Stockholders

Net loss available for common stockholders represents net loss reduced by
accretion of the redeemable preferred stock to redemption value and an amount
representing beneficial conversion features on preferred stock.

Stock Splits

On April 15, 1998, the Company's Board of Directors declared a 2000 for 1
stock split. Additionally, on February 23, 2000, the Company's Board of
Directors approved an amendment to the Company's certificate of incorporation
to increase the number of common shares authorized from 45,000,000 to
100,000,000. On that same date, the Company's Board of Directors declared an
eight for one stock split to become effective upon the filing of the amendment
to the certificate of incorporation. All share and per share data included in
the financial statements have been retroactively adjusted to reflect the stock
splits, and the amendment to the certificate of incorporation.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a
concentration of credit risk consist of cash and cash equivalents and accounts
receivable. The Company maintains a significant portion of its cash and cash
equivalents with a major regional bank. The Company performs periodic credit
evaluations of its customers but generally does not require collateral.

Fair Value of Financial Instruments

The carrying amounts of the Company's financial instruments, which include
cash and cash equivalents, accounts receivable, accounts payable, accrued
expenses and Series A redeemable convertible preferred stock approximate their
fair values.

Segment Information

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 131, "Disclosures About Segments of an Enterprise and Related Information,"
which establishes standards for the way that a

F-9
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

public enterprise reports information about operating segments in annual
financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. The Company
operates in a single segment. The chief operating decision maker allocates
resources and assesses the performance associated with wireless services and
equipment sales on a single segment basis.

Software Development Costs

In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants ("AICPA") issued Statement of
Position ("SOP") 98-1, "Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use." This SOP is effective for fiscal years beginning
after December 15, 1998. The Company has adopted the provisions of SOP 98-1 as
of January 1, 1999, with no material effect.

All projects are being amortized over their estimated useful lives, which
has been determined by management to be three years. Amortization on the
projects begins when the software is ready for its intended use.

Start-Up Activities

In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of Start-
up Activities." SOP 98-5, effective for fiscal years beginning after December
15, 1998, provides guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities and organization
costs to be expensed as incurred. As the Company expensed these costs as
incurred, the adoption of this standard as of January 1, 1999 had no impact on
the Company's results of operations, financial position or cash flows.

Recent Accounting Pronouncements

In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, Accounting for Derivatives and Hedging Activities ("SFAS 133"), which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities. SFAS 133,
as amended, is effective for all fiscal quarters of fiscal years beginning
after June 15, 2000. As the Company does not currently intend to engage in
derivatives or hedging transactions, the Company does not anticipate any effect
on its results of operations, financial position or cash flows upon the
adoption of SFAS 133.

F-10
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

3. Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements consists of the following:

<TABLE>
<CAPTION>
December 31,
---------------------
1998 1999
--------- ----------
<S> <C> <C>
Furniture, fixtures and equipment..................... $ 197,573 $ 328,142
Computer equipment and software....................... 589,142 1,018,443
Leasehold improvements................................ 17,415 31,502
--------- ----------
804,130 1,378,087
Less accumulated depreciation and amortization........ (160,438) (418,844)
--------- ----------
$ 643,692 $ 959,243
========= ==========
</TABLE>

At December 31, 1999, the Company leased equipment with a cost basis of
$186,841 which is included in computer equipment and software. Accumulated
amortization on leased equipment was $1,062.

4. Supplemental Balance Sheet Information

The following table summarizes the activity in the allowance for doubtful
accounts for the years ended December 31, 1997, 1998 and 1999:

<TABLE>
<CAPTION>
December 31
-----------------------
1997 1998 1999
------ ------- --------
<S> <C> <C> <C>
Balance, beginning of period........................ $ -- $ 5,000 $ 20,000
Provision charged to operations..................... 5,000 15,000 215,000
Amounts written off................................. -- -- 160,000
------ ------- --------
Balance, end of period.............................. $5,000 $20,000 $ 75,000
====== ======= ========
</TABLE>

Accrued expenses consisted of the following:

<TABLE>
<CAPTION>
December 31,
-------------------
1998 1999
-------- ----------
<S> <C> <C>
Inventory purchases..................................... $179,454 $ 85,025
Employee compensation................................... 120,909 213,750
Professional fees....................................... 118,897 233,007
Equipment and leasehold improvement purchases........... -- 125,000
Accrued legal settlement................................ -- 80,000
Marketing expenses...................................... -- 400,000
Carrier services........................................ -- 164,134
Sales and use taxes..................................... 46,581 45,098
Other................................................... 138,965 114,922
-------- ----------
$604,806 $1,460,936
======== ==========
</TABLE>

5. Commitments and Contingencies

The Company leases office facilities under an operating lease which expires
in 2007. The Company has the option to renew the lease for an additional five
year period.

F-11
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

On December 15, 1999, the Company entered into a facilities maintenance
agreement for a new network operating center. This agreement obligates the
Company to make aggregate payments of approximately $1,607,000 through 2004.

Future minimum payments to be made pursuant to noncancelable operating
leases with initial or remaining terms of one year or more as well as the
minimum payments to be made under the facilities maintenance agreement are as
follows:

<TABLE>
<S> <C>
2000............................................................ $ 931,000
2001............................................................ 852,000
2002............................................................ 857,000
2003............................................................ 686,000
2004............................................................ 440,000
Thereafter...................................................... 1,088,000
</TABLE>

During 1997, 1998 and 1999 total rent expense was approximately $44,000,
$60,000 and $287,000, respectively.

At December 31, the Company has accrued approximately $139,000 representing
the difference between the actual rental payments due under the lease and the
rent expense recorded on a straight line basis. This amount is included in
other liabilities.

On December 31, 1999, the Company entered into employment agreements with
certain of its key executives which provide for fixed compensation and bonuses
based upon the Company's operating results, as defined. These agreements
generally continue until terminated by the employee or the Company and, under
certain circumstances, provide for salary continuance for a specified period.
The Company's maximum aggregate liability under the agreements, if all
employees were terminated by the Company, is approximately $1,875,000 at the
inception of the agreements.

During 1999, the Company became a defendant in litigation involving its use
of certain computer software. On April 22, 1999, the Company entered into an
agreement under which it will pay $170,000 during 1999 and 2000 to settle all
claims. The Company recorded a charge to operating results as a result of the
settlement during 1999.

6. Data Transmission Services, Inc.

In July 1998, the Company acquired certain assets and liabilities of Data
Transmission Services, Inc. ("DTS") for approximately $200,000 which was
allocated to the acquired assets and liabilities based on their respective
estimated fair values.

7. Benefit Plan

The Company has established a defined contribution plan under Section 401(k)
of the Internal Revenue Code which provides for voluntary employee
contributions of up to 15 percent of compensation for employees meeting certain
eligibility requirements. The Company does not contribute to the plan.

8. Series A Redeemable Convertible Preferred Stock

On June 25, 1999, the Company sold 7,500 shares of Series A Redeemable
Convertible Preferred Stock ("Series A Preferred Stock") to various investors
at a purchase price of $1,000 per share, the estimated fair value at such date,
resulting in net proceeds of approximately $7,335,000. On August 30, 1999, the
Company

F-12
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

sold an additional 2,500 shares of Series A Preferred Stock to various
investors at a purchase price of $1,000 per share, the estimated fair value at
such date, resulting in net proceeds of approximately $2,457,000. During
November 1999, the Company sold an additional 500 shares of Series A Preferred
Stock. The purchase price of such shares was $1,000 per share, resulting in net
proceeds of $500,000. The Company recorded an adjustment to net loss applicable
to common stockholders of approximately $500,000 relating to the beneficial
conversion feature inherent in the November 1999 issuance. This amount was
determined based upon the excess of the estimated fair value of the Company's
common stock into which the Series A Preferred Stock was immediately
convertible less the initial conversion price of $1.31 per share and in
accordance with EITF No. 98-5 Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
limited to the amount of proceeds received for the 500 shares of Series A
Preferred Stock.

Each share of Series A Preferred Stock has a liquidation value of $1,000 per
share and is convertible into shares of common stock at an initial conversion
price of $1.31 per share, subject to adjustments, under certain circumstances.
Potential adjustments to the initial conversion price would result principally
from the issuance or sale of certain equity instruments, as defined, at less
than the initial conversion price per share by the Company prior to the date of
such conversions. In addition, the initial conversion price is subject to
adjustment in the event of a change in control of the Company, as defined. On
December 9, 1999, the Company's Board of Directors adopted a resolution which
provides for the conversion of the Series A Preferred into common stock upon
the consummation of the Company's initial public offering. To the extent not
previously converted, upon the five year anniversary of the issuance of the
Series A Preferred Stock, a stockholder may request the Company to redeem any
or all shares of Series A Preferred Stock held at their then fair market value,
as defined.

The Series A Preferred Stock pay no dividends; however, such stockholders
are entitled to participate in the event dividends are paid to the holders of
the Company's common stock.

The holders of the Series A Preferred Stock vote together with all other
classes of stock on all actions taken by the stockholders of the Company as a
single class. Each holder of Series A Preferred Stock is entitled to that
number of votes such holder would be entitled to if the holder had converted
the shares of Series A Preferred Stock into shares of common stock.

The holders of the Series A Preferred Stock have registration rights under
an agreement dated June 25, 1999 which provides for the registration of common
stock held by such stockholders within the periods specified by such
agreements.

The holders of the Series A Preferred Stock have anti-dilution rights
granted pursuant to an agreement dated August 30, 1999 which allows such
stockholders to purchase additional securities of the Company upon the issuance
or sale of certain equity instruments, as defined.

9. Stockholders' Equity

In connection with the sale of certain equity securities, the Company
entered into agreements with such stockholders which provided certain rights,
including the right to purchase additional equity securities to maintain their
respective proportionate ownership in the event of subsequent equity issuances
by the Company and certain registration rights in the event the Company was to
complete a qualified initial public offering, as defined. In connection with
the reorganization described in Note 1 above, the stockholders have agreed to
waive certain of these rights through June 30, 2000.

During 1998, in conjunction with the sale of its common stock, the Company
issued to the purchasers of such common stock warrants to purchase an aggregate
of 891,792 shares of the Company's common stock.

F-13
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

Exercise prices under the warrants range from $1.23 per share to $1.93 per
share. The warrants were exercisable at the date of issue and expire at
various dates through January 2003. As of December 31, 1999, all of these
warrants remain outstanding.

In connection with certain equity financings during 1998, two of the
Company's principal shareholders issued to an existing investor in the
Company, warrants to purchase 408,160 currently outstanding shares of the
Company's common stock owned by the principal shareholders at an exercise
price of $.92 per share. Such warrants were exercisable at the date of grant
and expire on February 6, 2003.

During May 1999, the Company issued to certain stockholders warrants to
purchase 113,976 shares of the Company's common stock at a price of $.00125
per share. These warrants were issued to settle the Company's obligations
based upon claims by certain stockholders arising from the sale of certain
common stock. Also, as part of this settlement, two of the Company's principal
stockholders issued options to purchase 113,848 currently outstanding shares
of the Company's common stock owned by the principal stockholders at an
exercise price of $.00125 per share. As a result of these agreements and the
related warrant and option issuances by both the Company and the principal
stockholders, the Company recorded a non-cash charge of $297,310 based on the
estimated fair value of the warrants and options on the date of issuance. Such
fair value was determined to equal the fair value of the underlying common
stock. The options issued by the principal stockholders have been accounted
for as a capital contribution.

In connection with the issuance of certain shares of its common stock
during 1998, the Company agreed to issue additional shares in the event
certain subscriber levels were not achieved. To satisfy its obligation, in May
1999, the Company issued warrants to purchase 435,024 shares of its common
stock at a price of $.00125 per share.

The warrants and options described in the two immediately preceding
paragraphs were exercisable at the date of grant and expire five years from
the date of grant. As of December 31, 1999, 65,008 of these warrants remain
outstanding.

During the fourth quarter of 1999, the Company sold an additional 1,871,008
shares of its common stock to certain existing common stockholders in
connection with the exercise of anti-dilution rights granted to them upon
their initial purchase of common stock. The net proceeds to the Company were
approximately $1,882,255

In December 1999, the Company's Board of Directors adopted the Employee
Stock Purchase Plan to be effective upon completion of the Company's initial
public offering of its common stock. The Company initially reserved 4,000,000
shares of common stock for issuance under the plan.

As of December 31, 1999, the Company had reserved shares of common stock
for issuance as follows:

<TABLE>
<S> <C>
Exercise of common stock options................................... 6,716,000
Exercise of common stock purchase warrants......................... 1,276,800
Employee stock purchase plan....................................... 4,000,000
Conversion of Series A preferred stock............................. 8,038,304
</TABLE>

10. Stock Option Plans and Other Stock-Based Compensation

On August 3, 1999, the Company adopted the GoAmerica Communications Corp.
1999 Stock Option Plan. This plan provided for the granting of awards to
purchase shares of common stock. No further options will be made under the
GoAmerica Communications Corp. 1999 Stock Option Plan.

F-14
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

In December 1999, the Company's Board of Directors adopted the GoAmerica,
Inc. 1999 Stock Plan (the "Plan") as a successor plan to the GoAmerica
Communications Corp. 1999 Stock Option Plan, pursuant to which 4,800,000
additional shares of the Company's common stock have been reserved for issuance
to selected employees, non-employee directors and consultants.

Under the terms of the Plan, a committee of the Company's Board of Directors
may grant options to purchase shares of the Company's common stock to employees
and consultants of the Company at such prices as may be determined by the
committee. The Plan provides for award grants in the form of incentive stock
options and non-qualified stock options. Options granted under the Plan
generally vest annually over 4 years and expire after 10 years.

The following table summarizes activity on a combined basis for the plans
during 1999:

<TABLE>
<CAPTION>
Weighted-
Average
Number of Exercise
Options Price
--------- ---------
<S> <C> <C>
Outstanding at January 1, 1999........................... -- $--
Granted.................................................. 2,440,008 .92
Cancelled................................................ -- --
--------- ----
Outstanding at December 31, 1999......................... 2,440,008 .92
========= ====
Exercisable at December 31, 1999......................... 856,000 .95
========= ====
</TABLE>

The following table summarizes information about fixed price stock options
outstanding at December 31, 1999:

<TABLE>
<CAPTION>
Outstanding Exercisable
--------------------- ------------------------
Weighted-
Average Weighted- Number Weighted-
Range of Number Remaining Average Exercisable at Average
Exercise of Contractual Exercise December 31, Exercise
Prices Shares Life Price 1999 Price
-------- --------- ----------- --------- -------------- ---------
<S> <C> <C> <C> <C> <C>
$.25 160,000 9.6 years $ .25 -- $ --
.56 1,096,000 8.9 years .56 480,000 .56
1.06--1.56 1,024,008 9.7 years 1.21 256,000 1.09
1.91--2.44 160,000 9.6 years 2.24 120,000 2.18
</TABLE>

For certain options granted during 1999, the Company has recorded pursuant
to APB No. 25 approximately $7,799,000 of deferred compensation expense
representing the difference between the exercise price thereof and the market
value of the common stock as of the date of grant. This compensation expense is
amortized over the vesting period of each option granted. Amortization of
deferred compensation under the Plan amounted to approximately $732,000 during
the year ended December 31, 1999.

During 1996, the Company granted an employee a warrant to purchase up to
320,000 shares of the Company's common stock at $.44 per share, an amount in
excess of the estimated fair value at the date of grant. The warrant was
exercisable on the date of grant and expires in October 2008. No compensation
expense would have been recognized had the Company elected to account for such
grant under SFAS No. 123 as the fair value of this warrant at the date of grant
estimated using the minimum value method option pricing model was $0. As of
December 31, 1999, all of this warrant remains outstanding.

The following table discloses, for the year ended December 31, 1999, the
number of options granted, the weighted-average fair values and the weighted-
average exercise prices for those options with exercise prices greater than,
equal to or less than the market price of the common stock on the date of
grant.

F-15
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

<TABLE>
<CAPTION>
Number
of Fair Exercise
Options Value Price
--------- ----- --------
<S> <C> <C> <C>
Exercise price greater than market price............ 160,000 $0.00 $2.24
Exercise price equals market price.................. 288,000 0.22 1.31
Exercise price less than market price............... 1,992,008 4.04 0.76
</TABLE>

Pro forma information regarding net income and earnings per share is
required by SFAS No. 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of SFAS
No. 123. The fair value for these options was estimated at the date of grant
using the minimum value method option pricing model with the following
assumptions for 1999: weighted-average risk-free interest rate of 6.11%; no
dividends; and a weighted-average expected life of the options of 3 years.
There were no options granted prior to August 1999.

For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:

<TABLE>
<CAPTION>
Year ended
December 31, 1999
-----------------
<S> <C>
Pro forma net loss applicable to common stockholders...... $(22,044,352)
Pro forma loss per share--basic and diluted............... $ (1.00)
</TABLE>

The pro forma information above is not likely to be representative of the
effects on reported net loss for future years as options are generally granted
each year and vest over several years.

11. Income Taxes

Significant components of the Company's deferred tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
December 31,
-----------------------
1998 1999
----------- ----------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforward................... $ 1,542,000 6,087,000
Less valuation allowance........................... (1,536,000) (6,071,000)
----------- ----------
Deferred tax asset................................. 6,000 16,000
Deferred tax liabilities:
Property, equipment and leasehold improvements.... 6,000 16,000
----------- ----------
Net deferred tax asset............................. $ -- $ --
=========== ==========
</TABLE>

A reconciliation setting forth the differences between the effective tax
rate of the Company and the U.S. statutory rate is as follows:

<TABLE>
<CAPTION>
December 31,
----------------------------------
1997 1998 1999
--------- ---------- -----------
<S> <C> <C> <C>
Statutory federal income tax (benefit)
at 34%................................ $(355,000) $ (876,000) $(3,855,000)
State income tax (benefit), net of
federal benefit....................... (62,000) (155,000) (680,000)
Increase in valuation allowance........ 417,000 1,031,000 4,535,000
--------- ---------- -----------
Total.................................. $ -- $ -- $ --
========= ========== ===========
</TABLE>

At December 31, 1999, the Company has a federal and state net operating loss
("NOL") carryforward of approximately $15.2 million. The federal NOL
carryforwards expire from 2011 to 2019. The Tax Reform Act

F-16
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

of 1986 enacted a complex set of rules limiting the potential utilization of
net operating loss and tax credit carryforwards in periods following a
corporate "ownership change". In general, for federal income tax purposes, an
ownership change is deemed to occur if the percentage of stock of a loss
corporation owned (actually, constructively and, in some cases, deemed) by one
or more "5% shareholders" has increased by more than 50 percentage points over
the lowest percentage of such stock owned during a three-year testing period.
During 1999, such a change in ownership occurred. As a result of the change,
the Company's ability to utilize certain of its net operating loss
carryforwards will be limited to approximately $1,400,000 of taxable income,
per year.

12. Earnings (Loss) Per share

The Company computes net loss per share under the provisions of SFAS No.
128, "Earnings per Share" (SFAS 128), and SEC Staff Accounting Bulletin No. 98
(SAB 98).

Under the provisions of SFAS 128 and SAB 98, basic and diluted net loss per
share is computed by dividing the net loss available to common stockholders for
the period by the weighted-average number of shares of Common Stock outstanding
during the period. The calculation of diluted net loss per share excludes
potential common shares if the effect is antidilutive. Basic earnings per share
is computed by dividing income or loss applicable to common stockholders by the
weighted-average number of shares of Common Stock outstanding during this
period adjusted for the 435,024 shares of common stock issuable pursuant to
warrants as described in Note 9 above which were issued for nominal
consideration. Diluted earnings per share is determined in the same manner as
basic earnings per share except that the number of shares is increased assuming
exercise of dilutive stock options and warrants using the treasury stock method
and assuming conversion of the Company's Series A Preferred Stock. In addition,
income or loss is adjusted for dividends and other transactions relating to
preferred shares for which conversion is assumed. The weighted average number
of shares utilized in arriving at diluted earnings per share for all periods
presented reflect an adjustment to include the effect of shares issuable
pursuant to certain warrants for nominal consideration. As the Company had a
net loss, the impact of the assumed exercise of the stock options, warrants and
the assumed preferred stock conversion is anti-dilutive and as such, these
amounts have been excluded from the calculation of diluted earnings per share.

13. Unaudited Pro Forma Financial Information

The unaudited pro forma net loss per share assumes the conversion of the
Series A Preferred Stock to Common Stock, at a conversion price of $1.31, as if
it had been converted as the date of issuance, even though the result is anti-
dilutive.

The following table presents the calculation of basic and diluted net loss
per share and pro forma net loss per share for the year ended December 31,
1999:

<TABLE>
<CAPTION>
Denominator
Numerator (Weighted-
(Net Loss) Average Shares) Per Share
------------ --------------- ---------
<S> <C> <C> <C>
Basic and diluted net loss per
common share....................... $(21,931,760) 22,025,283 $(1.00)
Beneficial conversion feature and
accretion of redemption value of
mandatorily redeemable convertible
preferred stock.................... 10,463,472 -- --
Assumed conversion of shares of
mandatorily redeemable convertible
preferred stock into shares of
common stock at issuance........... -- 3,667,301 --
------------ ---------- ------
Pro forma basic and diluted net loss
per common share................... $(11,468,288) 25,692,584 $(0.45)
============ ========== ======
</TABLE>

F-17
<PAGE>

GOAMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

December 31, 1997, December 31, 1998 and December 31, 1999

The unaudited pro forma stockholders' equity presented on the balance sheet,
assumes the conversion of the Series A Preferred Stock outstanding as of
December 31, 1999 and the conversion of the Series B Preferred Stock issued in
January 2000.

14. Subsequent Events

Sales and Other Issuances of Additional Equity Securities

In January 2000, the Company entered into a definitive stock purchase
agreement to issue and sell 648,057 shares of its newly designated Series B
redeemable convertible preferred stock ("Series B Preferred Stock") for
aggregate net proceeds of approximately $25,190,000. Each share of the Series B
Preferred Stock has a liquidation value of $40.12 per share and is convertible
at any time at the option of the holder into eight shares of common stock,
subject to adjustments, under certain circumstances. The Series B Preferred
Stock is subject to automatic conversion upon the completion by the Company of
a qualified initial public offering, as defined, of its common stock. To the
extent not converted, commencing August 30, 2004 a holder of Series B Preferred
Stock may require the Company to redeem any or all of the shares of Series B
Preferred Stock held at their then fair market value, as defined. The Series B
Preferred Stock pays no dividends; however, such stockholders are entitled to
participate in the event dividends are paid on the Company's common and
preferred stock. The Series B Preferred Stock has voting and registration
rights similar to those of the Company's Series A Preferred Stock. In
connection with the sale of the Series B Preferred Stock, the Company will pay
to its financial advisors certain cash consideration and issue approximately
226,816 shares of its common stock. Based on the beneficial conversion terms of
the Series B Preferred Stock, assuming an initial public offering price of
$15.00 per share the Company will record an adjustment to net loss applicable
to common stockholders for approximately $22 million at the date of issuance
which will be accounted for as a beneficial conversion in accordance with EITF
98-5.

During January 2000, the Company granted a total of 848,000 additional stock
options at an exercise price of $5.02 per share. In connection with these
grants, assuming an initial public offering price of $15.00 per share, the
Company would record a non-cash compensation charge of approximately
$8,457,000, of which approximately $4,405,000 would be incurred in the first
quarter of 2000.

F-18
<PAGE>

Graphic appears here. The graphic depicts the city of Miami, Florida. The word
"go" appears in the foreground and the Company's logo appears across the bottom.
<PAGE>

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

Prospective investors may rely only on the information contained in this pro-
spectus. Neither GoAmerica, Inc. nor any underwriter has authorized anyone to
provide prospective investors different or additional information. This pro-
spectus is not an offer to sell nor is it seeking an offer to buy these securi-
ties in any jurisdiction where the offer or sale is not permitted. The informa-
tion contained in this prospectus is accurate only as of the date of the pro-
spectus, regardless of the time of delivery of this prospectus or of any sale
of these securities.

No action is being taken in any jurisdiction outside the United States to
permit a public offering of the common stock or possession or distribution of
this prospectus in any such jurisdiction. Persons who come into possession of
this prospectus in jurisdictions outside the United States are required to in-
form themselves about and to observe the restrictions of that jurisdiction re-
lated to this offering and the distribution of this prospectus.

--------------------
TABLE OF CONTENTS
--------------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 1
Risk Factors............................................................. 7
Use of Proceeds.......................................................... 17
Dividend Policy.......................................................... 17
Capitalization........................................................... 18
Dilution................................................................. 19
Selected Financial Data.................................................. 20
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 22
Business................................................................. 28
Management............................................................... 40
Certain Transactions..................................................... 51
Principal Stockholders................................................... 52
Description of Capital Stock............................................. 54
Shares Eligible for Future Sale.......................................... 58
Certain U.S. Tax Consequences to Non-U.S. Holders........................ 59
Underwriting............................................................. 62
Legal Matters............................................................ 65
Experts.................................................................. 65
Where You Can Find More Information...................................... 65
Index to Consolidated Financial Statements............................... F-1
</TABLE>

Until , 2000 (25 days after the date of this prospectus), all dealers
effecting transactions in the common stock, whether or not participating in
this distribution, may be required to deliver a prospectus. This delivery re-
quirement is in addition to the obligation of dealers to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.

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

10,000,000 Shares

[LOGO OF GOAMERICA/TM/ APPEARS HERE}

Common Stock

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

PROSPECTUS

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

Bear, Stearns & Co. Inc.

Chase H&Q

U.S. Bancorp Piper Jaffray

Wit SoundView

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

DLJdirect Inc.

, 2000

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All amounts are estimated
except the Securities and Exchange Commission registration fee and the NASD
filing fee. All the expenses below will be paid by GoAmerica.

<TABLE>
<CAPTION>
Item Amount
---- -------------
<S> <C>
Securities and Exchange Commission registration fee........ $ 48,576.00
NASD filing fee............................................ 18,900.00
Nasdaq National Market listing (entry) fee................. 30,000.00
Blue Sky fees and expenses................................. 2,000.00
Printing and engraving expenses............................ 200,000.00
Legal fees and expenses.................................... 600,000.00
Accounting fees and expenses............................... 400,000.00
Transfer Agent and registrar fees.......................... 15,000.00
Miscellaneous.............................................. 35,524.00
-------------
Total.................................................... $1,350,000.00
=============
</TABLE>

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities, including reimbursement for expenses
incurred, arising under the Securities Act of 1933, as amended. Our Certificate
of Incorporation provides for indemnification of our directors and officers to
the maximum extent permitted by the Delaware General Corporation Law, and our
bylaws provide for indemnification of our directors, officers, employees and
other agents to the maximum extent permitted by the Delaware General
Corporation Law. In addition, we have entered into indemnification agreements
with our directors and officers containing provisions which are in some
respects broader than the specific indemnification provisions contained in the
Delaware General Corporation Law. The indemnification agreements may require
us, among other things, to indemnify our directors against certain liabilities
that may arise by reason of their status or service as directors and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified. Reference is also made to Section 7(b) of the
underwriting agreement contained in Exhibit 1.1 hereto, indemnifying our
officers and directors against certain liabilities.

Item 15. Recent Sales of Unregistered Securities

GoAmerica Communications Corp. was incorporated in Delaware in 1996. In
December 1999, GoAmerica, Inc. was incorporated in Delaware and each of the
stockholders of GoAmerica Communications Corp. exchanged all their outstanding
shares of common stock and preferred stock of that company for newly issued
shares of GoAmerica, Inc. with equivalent rights and preferences. As a result,
GoAmerica Communications Corp. became a wholly-owned subsidiary of GoAmerica,
Inc. Each outstanding warrant and option to purchase shares of common stock of
GoAmerica Communication Corp. are now convertible into shares of common stock
of GoAmerica, Inc. All the contractual and other rights and obligations
negotiated between the stockholders of GoAmerica Communications Corp. and
GoAmerica Communications Corp. were transferred in their entirety to GoAmerica,
Inc.

II-1
<PAGE>

Prior to this offering, we issued the following securities:

Issuances of Capital Stock by GoAmerica Communications Corp.

Preferred Stock:

. from June 1999 through November 1999, 10,500 shares of Series A Preferred
Stock were issued to eight (8) accredited investors for an aggregate
purchase price of $10,500,000

Common Stock:

. in August 1996, an aggregate of 8,533,280 shares of common stock were
issued to Aaron Dobrinsky, a founder of GoAmerica Communications Corp.
for an aggregate purchase price of $533

. in October 1996 an aggregate of 4,266,720 shares of common stock were
issued to Joseph Korb, a founder of GoAmerica Communications Corp. for
an aggregate purchase price of $267

. in October 1996, an aggregate of 3,200,000 shares of common stock were
issued to sixteen (16) accredited investors for an aggregate purchase
price of $1,000,000

. throughout 1997, an aggregate of 409,440 shares of common stock were
issued to seven (7) accredited investors for an aggregate purchase price
of $415,000

. in January 1998 and March 1998, an aggregate of 632,080 shares of common
stock were issued to ten (10) accredited investors for an aggregate
purchase price of $268,513

. in May 1998, an aggregate of 1,787,096 shares of common stock were issued
to twenty six (26) accredited investors for an aggregate purchase price
of $1,839,247

. in June 1998, an aggregate of 390,312 shares of common stock were issued
to seventeen (17) accredited investors for an aggregate purchase price of
$434,466

. in November 1998, an aggregate of 2,108,848 shares of common stock were
issued to twenty three (23) accredited investors for an aggregate
purchase price of $2,111,484

. in September 1999, an aggregate of 16,200 shares of common stock were
issued to two (2) shareholders upon the exercise of certain outstanding
warrants

. in September and November 1999, an aggregate of 1,875,416 shares of
common stock were issued to twenty five (25) shareholders in connection
with the exercise of certain outstanding pre-emptive rights for an
aggregate purchase price of $2,018,076

. in December 1999, an aggregate of 467,792 shares of common stock were
issued to forty three (43) shareholders upon the exercise of certain
outstanding warrants.

Issuances of Options and Warrants by GoAmerica Communications Corp.

. in August 1999, options to purchase an aggregate of 1,916,000 shares of
common stock were granted to employees at a weighted average exercise
price of $0.95

. in 1996, warrants to purchase an aggregate of 320,000 shares of common
stock were issued to one (1) employee at a weighted average exercise
price of $0.44

. in 1998, warrants to purchase an aggregate of 891,792 shares of common
stock were issued to ten (10) shareholders at a weighted average exercise
price of $1.52

. in 1999, warrants to purchase an aggregate of 549,000 shares of common
stock were issued to fifty three (53) shareholders at a weighted average
exercise price of $0.00125

Issuances of Capital Stock of GoAmerica, Inc.

In December 1999, in connection with our reorganization and in
consideration for all the outstanding shares of capital stock and warrants
to purchase shares of GoAmerica Communications Corp. common stock, we
issued the following securities:

. 10,500 shares of our Series A Preferred Stock

. 23,687,184 shares of our common stock

II-2
<PAGE>

. warrants to purchase an aggregate of 1,276,800 shares of our common stock

. in addition, the outstanding options to purchase 1,916,000 shares of
common stock of GoAmerica Communications Corp. became exercisable to
purchase 1,916,000 shares of our common stock

In addition, we issued the following securities:

Preferred Stock:

. in January 2000, prior to the filing of this prospectus, 648,057 shares
of Series B Preferred Stock were issued to four (4) accredited
institutional investors for an aggregate purchase price of $26,000,047

Common Stock:

. in January 2000, 226,816 shares of common stock were issued to two (2)
private placement agents in consideration for their services related to
the sale of our Series B Preferred Stock

. in January and February 2000, 68,048 shares of common stock were issued
to eleven (11) shareholders upon the exercise of certain outstanding
warrants

Options:

. in December 1999, options to purchase an aggregate of 524,008 shares of
common stock were issued to three (3) employees and four (4) directors at
a weighted average exercise price of $1.00

. in January 2000, options to purchase 848,000 shares of common stock were
granted to seventeen (17) employees at a weighted average exercise price
of $5.02

We believe that the foregoing described issuances of securities, if they
constitute sales, are exempt from registration under the Securities Act by
virtue of the exemption provided by Section 4(2) thereof for transactions not
involving a public offering or Rule 701 under the Securities Act as
transactions made pursuant to a written compensatory plan or pursuant to a
written contract relating to compensation. The sales of securities were made
without the use of an underwriter and the certificates evidencing the shares
bear a restrictive legend permitting the transfer thereof only upon
registration of the shares or an exemption under the Securities Act. We believe
that all recipients had adequate access to information about GoAmerica.

Item 16. Exhibits and Financial Statements

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
1.1 Form of Underwriting Agreement.*

3.1 Certificate of Incorporation of GoAmerica, as amended.*

3.2 Bylaws of GoAmerica.

5.1 Form of Opinion of Buchanan Ingersoll Professional Corporation.*

10.1 CDPD Value Added Reseller Agreement by and between GoAmerica and AT&T
Wireless Data, Inc. dated May 6, 1997 as amended.+

10.2 AirBridge Packet Service Agreement by and between GoAmerica and Bell
Atlantic NYNEX Mobile, Inc. dated May 13, 1997, as amended.+

10.3 Value Added Reseller Agreement by and between GoAmerica and BellSouth
Wireless Data L.P. dated August 31, 1999.+

10.4 Reseller Agreement for Messaging Services by and between GoAmerica and
ARDIS Company dated August 25, 1999.+

10.5 Form of Invention Assignment and Non-Disclosure Agreement by and
between GoAmerica and its employees.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------

<C> <S>
10.6 Form of Indemnification Agreement by and between GoAmerica and each of
its directors and executive officers.

10.7 Employment Agreement by and between GoAmerica and Aaron Dobrinsky
dated as of December 31, 1999.

10.8 Employment Agreement by and between GoAmerica and Joseph Korb dated as
of December 31, 1999.

10.9 Employment Agreement by and between GoAmerica and Francis Elenio dated
as of December 31, 1999.

10.10 Employment Agreement by and between GoAmerica and Jesse Odom dated as
of December 31, 1999.

10.11 GoAmerica Communications Corp. 1999 Stock Option Plan.

10.12 GoAmerica, Inc. 1999 Stock Plan.

10.13 GoAmerica, Inc. Employee Stock Purchase Plan.

10.14 Lease Agreement by and between GoAmerica and Continental Investors,
L.P. dated August 7, 1996, as amended.

10.15 Facilities Maintenance Agreement by and between GoAmerica and Data
General, a division of EMC Corporation, dated December 13, 1999.

10.16 Registration Rights Agreement, dated October 15, 1996, by and between
GoAmerica Communications Corp. and the Investors set forth therein.

10.17 Registration Rights Agreement, dated June 25, 1999, by and between
GoAmerica Communications Corp. and CIBC WMV Inc. and other investors.

10.18 Registration Rights Agreement, dated January 28, 2000, by and between
GoAmerica, Inc., Dell USA L.P., Carousel Capital Partners, L.P.,
Forstmann Little & Co. Equity Partnership-VI, L.P. and Impact Venture
Partners, L.P.*

21.1 List of subsidiaries of GoAmerica.

23.1 Consent of Ernst & Young LLP.*

23.2 Consent of Buchanan Ingersoll Professional Corporation (contained in
the opinion filed as Exhibit 5 to the Registration Statement).

24 Powers of Attorney of certain officers and directors of GoAmerica
(contained on the signature page of this Registration Statement).

27.1 Financial Data Schedule.*
</TABLE>
- --------

* Filed herewith. All other exhibits were filed previously.

+ Confidential treatment has been requested for a portion of this exhibit.

(b) Financial Statement Schedules

None.

Item 17. Undertakings

We hereby undertake that:

(1) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted as to directors, officers and controlling
persons of GoAmerica pursuant to the provisions described in Item 14, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by GoAmerica of expenses incurred or paid by a director,
officer or controlling person of GoAmerica in the successful

II-4
<PAGE>

defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(2) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus as filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by GoAmerica pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(3) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(4) At the closing, specified in the underwriting agreement, we shall
provide the underwriters certificates in such denominations and registered
in such names as required by the underwriters to permit prompt delivery to
each purchaser.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Amendment to the Registration Statement on Form S-
1 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Hackensack, State of New Jersey, on the 28th day of February, 2000.

GoAmerica, Inc.

/s/ Aaron Dobrinsky
By: _________________________________
Aaron Dobrinsky
President and Chief Executive
Officer

II-6
<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Aaron Dobrinsky and Francis Elenio, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to sign any
registration statement for the same offering covered by the Registration
Statement that is to be effective upon filing pursuant to Rule 462 promulgated
under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<C> <S> <C>
/s/ Aaron Dobrinsky President and Chief Executive February 28, 2000
_________________________________ Officer and Director (Principal
Aaron Dobrinsky Executive Officer)

* Executive Vice President and February 28, 2000
_________________________________ Director
Joseph Korb

/s/ Francis Elenio Chief Financial Officer, February 28, 2000
_________________________________ Treasurer and Secretary
Francis Elenio (Principal Financial and
Accounting Officer)

* Director February 28, 2000
_________________________________
Robi Blumenstein

/s/ Adam Dell Director February 28, 2000
_________________________________
Adam Dell

* Director February 28, 2000
_________________________________
Alan Docter

* Director February 28, 2000
_________________________________
Mark Kristoff

* Director February 28, 2000
_________________________________
Zachary Prensky

/s/ Nelson Schwab Director February 28, 2000
_________________________________
Nelson Schwab

* Director February 28, 2000
_________________________________
Andrew Seybold
</TABLE>

* By his signature set forth below, the undersigned, pursuant to duly
authorized powers of attorney filed with the Securities and Exchange
Commission, has signed this Amendment to the Registration Statement on
behalf of the persons indicated.

By:

/s/ Francis Elenio
- -------------------------------------

Francis Elenio (Attorney-in-fact)

II-7
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Certificate of Incorporation of GoAmerica, as amended.*
3.2 Bylaws of GoAmerica.
5.1 Form of Opinion of Buchanan Ingersoll Professional Corporation.*
10.1 CDPD Value Added Reseller Agreement by and between GoAmerica and AT&T
Wireless Data, Inc. dated May 6, 1997 as amended.+
10.2 AirBridge Packet Service Agreement by and between GoAmerica and Bell
Atlantic NYNEX Mobile, Inc. dated May 13, 1997, as amended.+
10.3 Value Added Reseller Agreement by and between GoAmerica and BellSouth
Wireless Data L.P. dated August 31, 1999.+
10.4 Reseller Agreement for Messaging Services by and between GoAmerica and
ARDIS Company dated August 25, 1999.+
10.5 Form of Invention Assignment and Non-Disclosure Agreement by and
between GoAmerica and its employees.
10.6 Form of Indemnification Agreement by and between GoAmerica and each of
its directors and executive officers.
10.7 Employment Agreement by and between GoAmerica and Aaron Dobrinsky
dated as of December 31, 1999.
10.8 Employment Agreement by and between GoAmerica and Joseph Korb dated as
of December 31, 1999.
10.9 Employment Agreement by and between GoAmerica and Francis Elenio dated
as of December 31, 1999.
10.10 Employment Agreement by and between GoAmerica and Jesse Odom dated as
of December 31, 1999.
10.11 GoAmerica Communications Corp. 1999 Stock Option Plan.
10.12 GoAmerica, Inc. 1999 Stock Plan.
10.13 GoAmerica, Inc. Employee Stock Purchase Plan.
10.14 Lease Agreement by and between GoAmerica and Continental Investors,
L.P. dated August 7, 1996.
10.15 Facilities Maintenance Agreement by and between GoAmerica and Data
General, a division of EMC Corporation, dated December 13, 1999.
10.16 Registration Rights Agreement, dated October 15, 1996, by and between
GoAmerica Communications Corp. and the Investors set forth therein.
10.17 Registration Rights Agreement, dated June 25, 1999, by and between
GoAmerica Communications Corp. and CIBC WMV Inc. and other investors.
10.18 Registration Rights Agreement, dated January 28, 2000, by and between
GoAmerica, Inc., Dell USA L.P., Carousel Capital Partners, L.P.,
Forstmann Little & Co. Equity Partnership-VI, L.P. and Impact Venture
Partners, L.P.*
21.1 List of subsidiaries of GoAmerica.
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of Buchanan Ingersoll Professional Corporation (contained in
the opinion filed as Exhibit 5 to the Registration Statement).
24 Powers of Attorney of certain officers and directors of GoAmerica
(contained on the signature page of this Registration Statement).
27.1 Financial Data Schedule.*
</TABLE>
- --------

* Filed herewith. All other exhibits were filed previously.
+ Confidential treatment has been requested for a portion of this exhibit.

<PAGE>

Exhibit 1.1

__________ Shares of Common Stock

GoAmerica, Inc.

UNDERWRITING AGREEMENT

________________, 2000

BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
U.S. BANCORP PIPER JAFFRAY INC.
SOUNDVIEW TECHNOLOGY GROUP, INC.
as Representatives of the
several Underwriters named in
Schedule I attached hereto
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, N.Y. 10167

Dear Sirs:

GoAmerica, Inc., a corporation organized and existing under the laws
of Delaware (the "Company"), proposes, subject to the terms and conditions
stated herein, to issue and sell to the several underwriters named in Schedule I
hereto (the "Underwriters") an aggregate of [______] shares (the "Firm Shares")
of the Company's common stock, par value $0.01 per share (the "Common Stock")
and, for the sole purpose of covering over-allotments in connection with the
sale of the Firm Shares, at the option of the Underwriters, up to an additional
[__________] shares (the "Additional Shares") of Common Stock. The Firm Shares
and any Additional Shares purchased by the Underwriters are referred to herein
as the "Shares." The Shares are more fully described in the Registration
Statement referred to below.

1. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to, and agrees with, the Underwriters that:

(a) The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement, and may have filed an
amendment or amendments thereto, on Form S-1 (No. 333-94801), for the
---------
registration of the Shares under the Securities Act of 1933, as amended (the
"Act"). Such registration statement, including the prospectus, financial
statements and schedules, exhibits and all other documents filed as a part
thereof, as amended at the time of effectiveness of the registration statement,
including any information deemed to be a part thereof as of the time of
effectiveness pursuant to paragraph (b) of Rule 430A or Rule 434 of the Rules
and Regulations of the Commission under the Act (the "Regulations"), is herein
called
<PAGE>

the "Registration Statement" and the prospectus, in the form first filed
with the Commission pursuant to Rule 424(b) of the Regulations or filed as part
of the Registration Statement at the time of effectiveness if no Rule 424(b) or
Rule 434 filing is required, is herein called the "Prospectus." The term
"preliminary prospectus" as used herein means a preliminary prospectus as
described in Rule 430 of the Regulations. All references in this Agreement to
(i) the Registration Statement, a preliminary prospectus, the Prospectus, or any
amendments or supplements to any of the foregoing, shall include any copy
thereof filed with the Commission pursuant to its Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR") and (ii) the Prospectus shall be deemed
to include the "electronic Prospectus" provided for use in connection with the
offering of the Shares as contemplated by Section 4(f) of this Agreement.

(b) The Commission has not issued an order preventing or suspending
the use of any Prospectus relating to the proposed offering of the Shares nor,
to the best of the Company's knowledge, instituted proceedings for that purpose.
At the time of the effectiveness of the Registration Statement or the
effectiveness of any post-effective amendment to the Registration Statement,
when the Prospectus is first filed with the Commission pursuant to Rule 424(b)
or Rule 434 of the Regulations, when any supplement to or amendment of the
Prospectus is filed with the Commission and at the Closing Date and the
Additional Closing Date, if any (as hereinafter respectively defined), the
Registration Statement and the Prospectus and any amendments thereof and
supplements thereto complied or will comply in all material respects with the
applicable provisions of the Act and the Regulations and does not or will not
contain an untrue statement of a material fact and does not or will not omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein (i) in the case of the Registration Statement, not
misleading and (ii) in the case of the Prospectus, in light of the circumstances
under which they were made, not misleading, and the Prospectus, any preliminary
prospectus and any supplement thereto or prospectus wrapper prepared in
connection therewith, at their respective times of issuance and at the Closing
Date, complied and will comply in all material respects with any applicable laws
or regulations of foreign jurisdictions in which the Prospectus and such
preliminary prospectus, as amended or supplemented, if applicable, are
distributed in connection with the offer and sale of the Directed Shares (as
hereinafter defined). When any related preliminary prospectus was first filed
with the Commission (whether filed as part of the registration statement for the
registration of the Shares or any amendment thereto or pursuant to Rule 424(a)
of the Regulations) and when any amendment thereof or supplement thereto was
first filed with the Commission, such preliminary prospectus and any amendments
thereof and supplements thereto complied in all material respects with the
applicable provisions of the Act and the Regulations and did not contain an
untrue statement of a material fact and did not omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein in light of the circumstances under which they were made not misleading.
The Prospectus and any preliminary prospectus delivered to the Underwriters for
use in connection with the offering was identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T under the Act. No representation and
warranty is made in this subsection (b), however, with respect to any
information contained in the Registration Statement or the Prospectus or any
related preliminary prospectus or any amendment thereof or supplement thereto in
reliance upon and in conformity with information furnished in writing to the
Company by or on behalf of any Underwriter through you as herein stated
expressly for use in connection with the preparation thereof. If Rule 434 is
used, the Company will comply with the requirements of Rule 434.

2
<PAGE>

(c) The Company does not have any subsidiaries other than those listed
on Schedule II and does not own or control, directly or indirectly, any interest
in any other corporation, association or other business entity.

(d) Ernst & Young LLP, who have certified the financial statements and
supporting schedules included in the Registration Statement, are independent
public accountants as required by the Act and the Regulations.

(e) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as set forth in
the Registration Statement and the Prospectus, there has been no material
adverse change or any development involving a prospective material adverse
change in the business, prospects, properties, operations, condition (financial
or other) or results of operations of the Company and its subsidiaries taken as
a whole ("Material Advance Change"), whether or not arising from transactions in
the ordinary course of business, and since the date of the latest balance sheet
presented in the Registration Statement and the Prospectus, neither the Company
nor any of its subsidiaries has incurred or undertaken any liabilities or
obligations, direct or contingent, which are material to the Company and its
subsidiaries taken as a whole, except for liabilities or obligations which are
reflected in the Registration Statement and the Prospectus.

(f) This Agreement and the transactions contemplated herein have been
duly and validly authorized by the Company, and this Agreement has been duly and
validly executed and delivered by the Company and is enforceable against the
Company in accordance with its terms, except as enforcement (i) may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights and remedies generally and (ii) is
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or law).

(g) The execution, delivery, and performance of this Agreement and the
consummation of the transactions contemplated hereby do not and will not (i)
conflict with or result in a breach of any of the terms and provisions of, or
constitute a default (or an event which with notice or lapse of time, or both,
would constitute a default) under, require approval or consent under, or result
in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of its subsidiaries pursuant to the
terms of (A) any agreement, instrument, contract, indenture, mortgage, lease,
license, franchise, arrangement or understanding to which the Company or any of
its subsidiaries is a party or to which any of such corporations or any of their
respective properties or assets are subject, (B) any governmental franchise,
license, permit heretofore issued to the Company or any of its subsidiaries, or
(ii) violate or conflict with any provision of the Amended and Restated
Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries
or any judgment, decree, order, statute, rule or regulation of any court or any
public, governmental or regulatory agency or body having jurisdiction over the
Company or any of its subsidiaries or any of their respective properties or
assets.

(h) No consent, approval, authorization, order, registration, filing,
qualification, license or permit of or with any court or any public,
governmental or regulatory agency or body having jurisdiction over the Company
or any of its subsidiaries or any of their

3
<PAGE>

respective properties or assets is required for the execution, delivery and
performance of this Agreement or the consummation of the transactions
contemplated hereby, including the issuance, sale and delivery of the Shares to
be issued, sold and delivered by the Company hereunder, except the registration
under the Act of the Shares and such consents, approvals, authorizations,
orders, registrations, filings, qualifications, licenses and permits as may be
required under state securities or Blue Sky laws in connection with the purchase
and distribution of the Shares by the Underwriters.

(i) All outstanding shares of capital stock of the Company are duly
and validly authorized and issued, fully paid and non-assessable and were not
issued and are not now in violation of or subject to any preemptive or similar
rights, which have not been duly waived by the holders of such rights. The
Shares have been duly authorized for issuance and sale to the Underwriters
pursuant to this Agreement and, when issued, delivered and sold in accordance
with this Agreement, will be duly and validly issued and outstanding, fully paid
and nonassessable, and will not have been issued in violation of or be subject
to any preemptive or similar rights. Except as disclosed in the Registration
Statement and the Prospectus, there are no outstanding options, warrants or
other rights calling for the issuance of, and no commitments, obligations, plans
or arrangements to issue, any shares of capital stock of the Company or any
security convertible into or exchangeable for capital stock of the Company. The
outstanding stock options relating to the Common Stock have been duly authorized
and validly issued and conform to the descriptions thereof contained in the
Registration Statement and the Prospectus.

(j) The Company had, at __________, 2000, an authorized and
outstanding capitalization as set forth in the Registration Statement and the
Prospectus. The authorized capital stock of the Company, including the Firm
Shares, the Common Stock and the Additional Shares conform to the descriptions
thereof contained in the Registration Statement and the Prospectus. The form of
certificates for the Shares are in due and proper form under the Delaware
General Business Corporation Act.

(k) Each of the Company and its subsidiaries has been duly organized
and is validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation. Each of the Company and its subsidiaries is duly
qualified and in good standing as a foreign corporation in each jurisdiction in
which the character or location of its properties (owned, leased or licensed) or
the nature or conduct of its business makes such qualification necessary, except
for those failures to be so qualified or in good standing that will not in the
aggregate have a material adverse effect, or any development involving a
prospective material adverse effect, on the business, prospects, properties,
operations, condition (financial or other), stockholders' equity or results of
operations on the Company and its subsidiaries taken as a whole (a "Material
Adverse Effect"). Each of the Company and its subsidiaries has all requisite
power and authority, and all necessary consents, approvals, authorizations,
orders, registrations, qualifications, licenses and permits of and from all
public, regulatory or governmental agencies and bodies, to own, lease and
operate its properties and conduct its business as now being conducted and as
described in the Registration Statement and the Prospectus, and no such consent,
approval, authorization, order, registration, qualification, license or permit
contains a materially burdensome restriction not adequately disclosed in the
Registration Statement and the Prospectus. There are no statutes, regulations,
contracts or other documents applicable to the Company or any of its
subsidiaries that are required to be described in the Registration Statement

4
<PAGE>

or Prospectus or to be filed as exhibits to the Registration Statement that are
not described or filed as required. Each of the Company and its subsidiaries is
in compliance with all applicable laws, orders, rules, regulations, ordinances
and directives.

(l) Each of the Company and its subsidiaries is not in violation of
any provision of its Amended and Restated Certificate of Incorporation or Bylaws
or in breach of, or in default under (nor has any event occurred that with
notice, lapse of time, or both, would constitute a breach of, or default under),
any provision of any agreement (including any exclusivity provision contained
therein), instrument, franchise, license or permit to which the Company or any
of its subsidiaries is a party or by which any of their respective properties or
assets may be bound or affected or any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or regulatory agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their
respective properties or assets, except in all cases as would, individually or
in the aggregate, not have a Material Adverse Effect.

(m) Except as described in the Prospectus, there is no litigation,
arbitration, proceeding, investigation or claim to which the Company or any of
its subsidiaries is a party or to which any property or assets of the Company or
any of its subsidiaries are subject or which is pending or, to the knowledge of
the Company, threatened or contemplated against or otherwise affecting the
Company or any of its subsidiaries that might result in a Material Adverse
Effect or which is required to be disclosed in the Registration Statement and
the Prospectus.

(n) Neither the Company nor any of its directors, officers or
affiliates (as defined in the Regulations) has taken or will take, directly or
indirectly, any action designed to cause or result in, or which constitutes or
which might reasonably be expected to constitute, the stabilization or
manipulation of the price of the shares of Common Stock to facilitate the sale
or resale of the Shares or a violation of Regulation M under the Exchange Act.

(o) The financial statements, including the notes thereto, and
supporting schedules included in the Registration Statement and the Prospectus
present fairly the financial position of the Company as of the dates indicated
and the results of its operations of the Company for the periods specified;
except as otherwise stated in the Registration Statement, said financial
statements have been prepared in conformity with generally accepted accounting
principles ("GAAP") applied on a consistent basis; and the supporting schedules
included in the Registration Statement present fairly the information required
to be stated therein. The selected financial data and the summary financial data
included in the Prospectus present fairly the information shown therein and have
been compiled on a basis consistent with that of the financial statements
included in the Registration Statement. The pro forma financial statements and
other pro forma financial information included in the Registration Statement and
the Prospectus present fairly the information shown therein, have been prepared
in accordance with the Commission's rules and guidelines with respect to pro
forma financial statements, have been properly compiled on the pro forma bases
described therein, and, in the opinion of the Company, the assumptions used in
the preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions or circumstances referred to
therein. No other financial statements are required by Form S-1 or otherwise to
be included in the Registration Statement or the Prospectus other than those
included therein.

5
<PAGE>

(p) No holder of securities of the Company has any rights to cause the
Company to issue to it, or register pursuant to the Act, any securities of the
Company because of the filing of the Registration Statement in connection with
the sale of the Shares contemplated hereby or otherwise, nor does the holder of
securities of the Company have preemptive rights or other rights to purchase any
of the Shares.

(q) The Company is not, and upon consummation of the transactions
contemplated hereby and the application of the proceeds therefrom as described
in the Prospectus will not be, subject to registration as an "investment
company" under the Investment Company Act of 1940.

(r) The Common Stock of the Company, including the Shares, has been
approved for quotation on the National Association of Securities Dealers
Automated Quotation ("Nasdaq") National Market system, subject only to official
notice of issuance.

(s) The Company owns or possesses valid and enforceable licenses or
other rights to use all inventions, patents, patent applications, trademarks,
service marks, trade names, copyrights, technology, software, databases,
Internet domain names, know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or
procedures) used in or proprietary techniques (including processes and
substances) and other intellectual property rights used in or necessary to
conduct, the business now conducted or presently contemplated to be conducted by
the Company and its subsidiaries, taken as a whole, as described in the
Registration Statement and the Prospectus ("Intellectual Property") free and
clear of all liens, claims and encumbrances; the Company has taken all
reasonable steps to protect, maintain and safeguard the Intellectual Property
for which improper or unauthorized disclosure would impair its value or validity
and has executed appropriate nondisclosure and confidentiality agreements and
made appropriate filings and registrations in connection with the foregoing;
other than as described in the Registration Statement and the Prospectus: (i)
there are no third parties who have any rights in the Intellectual Property that
could preclude the Company or any of its subsidiaries from conducting their
respective business as currently conducted or as presently contemplated to be
conducted as described in the Registration Statement and the Prospectus; (ii)
there are no pending or threatened actions, suits, proceedings, investigations
or claims by others challenging the rights of the Company or (if the
Intellectual Property is licensed) the licensor thereof in any Intellectual
Property owned or licensed to the Company; (iii) the Company and (if the
Intellectual Property is licensed) the licensor thereof has not infringed, or
received any notice of infringement of or conflict with, any rights of others
with respect to the Intellectual Property; (iv) there is no dispute between the
Company or any licensor and any third parties with respect to any Intellectual
Property; and (v) there is no dispute between the Company and any licensor with
respect to any Intellectual Property. True and correct copies of all licenses
and other agreements between the Company and any third party relating to the
Intellectual Property, and all amendments and supplements thereto, have been
provided to the Underwriters.

(t) Each of the Company and its subsidiaries has good and marketable
title to all properties (real and personal) owned by the Company or any of its
subsidiaries, free and clear of all mortgages, pledges, liens, security
interests, claims, restrictions or encumbrances of any kind; and all properties
held under lease or license by the Company or any of its

6
<PAGE>

subsidiaries are held under valid, subsisting and enforceable leases or
licenses. No real property owned, leased, licensed or used by the Company or any
of its subsidiaries lies in an area that is, or to the best knowledge of the
Company will be, subject to zoning, use or building code restrictions that would
prohibit, and no state of facts relating to the actions or inaction of another
person or entity or his, her or its ownership, leasing, licensing or use of such
real property in the business of the Company as presently conducted or as the
Prospectus indicates are contemplated to be conducted.

(u) No relationship, direct or indirect, exists between or among the
Company or any of its affiliates, on the one hand, and the directors, officers,
stockholders, customers or suppliers of the Company, on the other hand, which is
required by the Act to be described in the Registration Statement and the
Prospectus which is not so described.

(v) Neither the Company, nor any director, officer, agent, employee or
other person associated with or acting on behalf of the Company has used any
corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity; made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from
corporate funds; violated or is in violation of any provisions of the Foreign
Corrupt Practices Act of 1972; or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment.

(w) Each of the Company and its subsidiaries is in compliance with all
environmental, safety or similar laws or regulations applicable to them or their
business or property relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants.

(x) There are no existing or threatened labor disputes with the
employees of the Company.

(y) Each employee benefit plan, within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended, ("ERISA") that
is maintained, administered or contributed to by the Company or any of its
affiliates, consultants or third parties with whom the Company has contracted to
provide employees or human resource services for employees or former employees
of the Company and its affiliates has been maintained in compliance with its
terms and the requirements of any applicable statutes, orders, rules and
regulations, including but not limited to ERISA and the Internal Revenue Code of
1986, as amended ("Code"). No prohibited transaction, within the meaning of
Section 406 of ERISA or Section 4975 of the Code has occurred with respect to
any such plan excluding transactions effected pursuant to a statutory or
administrative exemption. For each such plan which is subject to the funding
rules of Section 412 of the Code or Section 302 of ERISA no "accumulated funding
deficiency" as defined in Section 412 of the Code has incurred, whether or not
waived, and the fair market value of the assets of each such plan (excluding for
these purposes accrued but unpaid contributions) exceeded the present value of
all benefits accrued under such plan determined using reasonable actuarial
assumptions.

(z) The Company has timely filed all material federal, state and
foreign income and franchise tax returns required to be filed as of the date
hereof and have paid all taxes

7
<PAGE>

and all assessments shown as due thereon, except to the extent such taxes are
(A) currently payable without penalty or interest or (B) being contested in good
faith, and there is no tax deficiency that has been asserted against the Company
or any of its subsidiaries. All tax liabilities are adequately provided for on
the books of the Company. There is no tax deficiency that has been asserted
against the Company or any of its subsidiaries.

(aa) The Company maintains insurance with insurers of recognized
financial responsibility of the types and in the amounts (i) generally deemed
adequate for its business and consistent with insurance coverage maintained by
similar companies in similar businesses and (ii) required under any of the
Company's agreements, licenses or other contracts, all of which insurance is in
full force and effect; the Company has no reason to believe that it will not be
able to renew its existing insurance as and when such coverage expires or to
obtain similar insurance adequate and customary for its business and sufficient
to satisfy any requirements of its contracts at a cost that would not have a
Material Adverse Effect.

(bb) Each of the Company and its subsidiaries maintain systems of
internal accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management's general or
specific authorization, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain
accountability for assets, (iii) the access to assets of the Company is
permitted only in accordance with management's general or specific
authorization, and (iv) the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

(cc) There are no transfer taxes or other similar fees or charges
under Federal law or the laws of any state, or any political subdivision
thereof, required to be paid in connection with the execution and delivery of
this Agreement or the issuance by the Company or sale by the Company of the
Shares.

(dd) No subsidiary of the Company is currently prohibited, directly or
indirectly, from paying any dividends to the Company, from making any other
distribution on such subsidiary's capital stock, from repaying to the Company
any loans or advances to such subsidiary from the Company or from transferring
any of such subsidiary's property or assets to the Company or any other
subsidiary of the Company, except as described in or contemplated by the
Prospectus.

(ee) The statements contained in the Prospectus under the captions
"Risk Factors -- Risks Particular to GoAmerica -- We May Not Have Adequately
Protected Our Intellectual Property Rights" and "Business -- Intellectual
Property Rights," insofar as such statements summarize legal matters,
agreements, documents, or proceedings discussed therein, are accurate and fair
summaries of such legal matters, agreements, documents or proceedings.

(ff) Each and every holder of the capital stock, options and warrants
of the Company has duly executed and delivered to the Company the Plan of
Reorganization; Waiver of Rights and Amendment to Agreements dated as of
December 31, 1999 between the Company, GoAmerica Communications Corp., a
Delaware corporation, and such holder.

8
<PAGE>

(gg) The statistical and market-related data included in the
Registration Statement and the Prospectus are derived from sources which the
Company reasonably and in good faith believes to be accurate, reasonable and
reliable, and such data agree with the sources from which they were derived.

(hh) Each of the Company and its subsidiaries is in compliance with
all applicable federal, state, local or foreign laws, regulations, rules,
ordinances, orders or directives relating to pollution or (in connection
therewith) protection of human health and safety, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or
subsurface strata) or wildlife, including, without limitation, laws and
regulations relating to the release or threatened release of chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products (collectively, "Hazardous Materials") or to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials (collectively, "Environmental
Laws"); to the Company's knowledge, no material expenditures are or will be
required to comply with the Environmental Laws, and the Company holds all
permits, licenses and approvals required to conduct its business thereunder and
is in compliance with all terms and conditions of any such permit, license or
approval, except where such noncompliance or failure to comply with the terms
and conditions of, or failure to receive, such permits, licenses or approvals
will not in the aggregate have a Material Adverse Effect; to the Company's
knowledge, all properties and assets leased or owned, including, without
limitation, all structures, contents, soil, subsoil and groundwater, do not
contain Hazardous Materials; and, to the Company's knowledge, the Company has no
liability or obligation, whether to any governmental authority or to any other
person or entity, for damages, claims, penalties, forfeitures or otherwise, as a
consequence of the generation, transportation or disposal of any Hazardous
Materials or otherwise under the Environmental Laws.

2. Purchase, Sale and Delivery of the Shares.
-----------------------------------------

(a) On the basis of the representations, warranties, covenants and
agreements herein contained, but subject to the terms and conditions herein set
forth, the Company agrees to sell to the Underwriters and the Underwriters,
severally and not jointly, agree to purchase from the Company, at a purchase
price per share of $_______, the number of Firm Shares set forth opposite the
respective names of the Underwriters in Schedule I hereto plus any additional
number of Shares which such Underwriter may become obligated to purchase
pursuant to the provisions of Section 9 hereof.

(b) Payment of the purchase price for, and delivery of certificates
for, the Shares shall be made at the office of Sidley & Austin, 875 Third
Avenue, New York, NY 10022, or at such other place as shall be agreed upon by
you and the Company, at 10:00 A.M. New York time on the third or fourth business
day (as permitted under Rule 15c6-1 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (unless postponed in accordance with the
provisions of Section 9 hereof) following the date of the effectiveness of the
Registration Statement (or, if the Company has elected to rely upon Rule 430A of
the Regulations, the third or fourth business day (as permitted under Rule
15c6-1 under the Exchange Act) after the determination of the initial public
offering price of the Shares), or such other time not later than ten business
days after such date as shall be agreed upon by you and the Company (such time
and date of payment and delivery being herein called the "Closing Date").
Payment shall be

9
<PAGE>

made to the Company by wire transfer in same day funds, against delivery to you
for the respective accounts of the Underwriters of certificates for the Shares
to be purchased by them. Certificates for the Shares shall be registered in such
name or names and in such authorized denominations as you may request in writing
at least two full business days prior to the Closing Date. The Company will
permit you to examine and package such certificates for delivery at least one
full business day prior to the Closing Date. If you so elect, delivery of the
Firm Shares purchased from the Company may be made by credit through full fast
transfer to the accounts at The Depository Trust Company designated by you.

(c) In addition, the Company hereby grants to the Underwriters the
option to purchase up to [__________] Additional Shares at the same purchase
price per share to be paid by the Underwriters to the Company for the Firm
Shares as set forth in this Section 2, for the sole purpose of covering over-
allotments in the sale of Firm Shares by the Underwriters. This option may be
exercised at any time or from time to time in whole or in part, on or before the
thirtieth day following the date of the Prospectus, by written notice by you to
the Company. Such notice shall set forth the aggregate number of Additional
Shares as to which the option is being exercised and the date and time, as
reasonably determined by you, when the Additional Shares are to be delivered
(such date and time being herein sometimes referred to as the "Additional
Closing Date"); provided, however, that the Additional Closing Date shall not be
earlier than the Closing Date or earlier than the second full business day after
the date on which the option shall have been exercised nor later than the eighth
full business day after the date on which the option shall have been exercised
(unless such time and date are postponed in accordance with the provisions of
Section 9 hereof). Certificates for the Additional Shares shall be registered in
such name or names and in such authorized denominations as you may request in
writing at least two full business days prior to the Additional Closing Date.
The Company will permit you to examine and package such certificates for
delivery at least one full business day prior to the Additional Closing Date. If
you so elect, delivery of the Additional Shares purchased from the Company may
be made by credit through full fast transfer to the accounts at The Depository
Trust Company designated by you.

(d) The number of Additional Shares to be sold to each Underwriter
shall be the number which bears the same ratio to the aggregate number of
Additional Shares being purchased as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto (or such number
increased as set forth in Section 9 hereof) bears to [______] Firm Shares being
purchased from the Company, subject, however, to such adjustments to eliminate
any fractional shares as you in your sole discretion shall make.

(e) Payment for the Additional Shares shall be made by wire transfer
in same day funds at the offices of Sidley & Austin, 875 Third Avenue, New York,
NY 10022, or such other location as may be mutually acceptable, upon delivery of
the certificates for the Additional Shares to you for the respective accounts of
the Underwriters.

3. Offering.
--------

(a) Upon your authorization of the release of the Firm Shares, the
Underwriters propose to offer the Shares for sale to the public upon the terms
set forth in the Prospectus.

10
<PAGE>

(b) The Company and the Underwriters hereby agree that up to [__]
percent (__%) of the Firm Shares to be purchased by the Underwriters (the
"Directed Shares") shall be reserved for sale by the Underwriters to eligible
employees of and certain persons designated by the Company ("the Directed Shares
Purchasers"), as part of the distribution of the Shares by the Underwriters
subject to the terms of this Agreement, the applicable rules, regulations and
interpretations of the National Association of Securities Dealers, Inc. (the
"NASD") and all other applicable laws, rules and regulations, provided, however,
that under no circumstances will you or any other Underwriter be liable to the
Company or to any of the Directed Shares Purchasers for any action taken or
omitted in good faith in connection with transactions effected with regard to
the Directed Shares Purchasers. To the extent that such Directed Shares are not
orally confirmed for purchase by such persons by the end of the first day after
the date of this Agreement, such Directed Shares will be offered to the public
as part of the underwritten offering contemplated hereby.

4. Covenants of the Company. The Company covenants and agrees with the
------------------------
Underwriters that:

(a) If the Registration Statement has not yet been declared effective
the Company will use its best efforts to cause the Registration Statement and
any amendments thereto to become effective as promptly as possible, and if Rule
430A is used or the filing of the Prospectus is otherwise required under Rule
424(b) or Rule 434, the Company will file the Prospectus (properly completed if
Rule 430A has been used) pursuant to Rule 424(b) or Rule 434 within the
prescribed time period and will provide evidence satisfactory to you of such
timely filing. If the Company elects to rely on Rule 434, the Company will
prepare and file a term sheet that complies with the requirements of Rule 434.

The Company will notify you immediately (and, if requested by you,
will confirm such notice in writing) (i) when the Registration Statement and any
amendments thereto become effective, (ii) of any request by the Commission for
any amendment of or supplement to the Registration Statement or the Prospectus
or for any additional information, (iii) of the mailing or the delivery to the
Commission for filing of any amendment of or supplement to the Registration
Statement or the Prospectus, (iv) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or any post-
effective amendment thereto or of the initiation, or the threatening, of any
proceedings therefor, (v) of the receipt of any comments from the Commission,
and (vi) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Shares for sale in any jurisdiction or
the initiation or threatening of any proceeding for that purpose. If the
Commission shall propose or enter a stop order at any time, the Company will
make every reasonable effort to prevent the issuance of any such stop order and,
if issued, to obtain the lifting of such order as soon as possible. The Company
will not file any amendment to the Registration Statement, make any filing under
Rule 462(b) of the Regulations or file any amendment of or supplement to the
Prospectus (including the prospectus required to be filed pursuant to Rule
424(b) or Rule 434) that differs from the prospectus on file at the time of the
effectiveness of the Registration Statement before or after the effective date
of the Registration Statement to which you shall reasonably object in writing
after being timely furnished in advance a copy thereof.

11
<PAGE>

(b) The Company will comply with the Act and the Regulations so as to
permit the completion of the distribution of the Shares as contemplated in this
Agreement and the prospectus. If at any time when a prospectus relating to the
Shares is required to be delivered under the Act any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would, in
the judgment of the Underwriters or the Company include an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it shall be necessary at any
time to amend or supplement the Prospectus or Registration Statement to comply
with the Act or the Regulations, the Company will notify you promptly and
prepare and file with the Commission an appropriate amendment or supplement (in
form and substance satisfactory to you) that will correct such statement or
omission and will use its best efforts to have any amendment to the Registration
Statement declared effective as soon as possible.

(c) The Company will promptly deliver to you four signed copies of the
Registration Statement, including exhibits and all amendments thereto, and
signed copies of all consents, and the Company will promptly deliver to each of
the Underwriters such number of copies of any preliminary prospectus, the
Prospectus, the Registration Statement and all amendments of and supplements to
such documents, if any, as you may reasonably request, and the Company hereby
consents to the use of such copies for purposes permitted by the Act.

(d) The Company will endeavor in good faith, in cooperation with you,
at or prior to the time of effectiveness of the Registration Statement, to
qualify the Shares for offering and sale under the securities laws relating to
the offering or sale of the Shares of such jurisdictions (domestic or foreign)
as you may designate and to maintain such qualification in effect for so long as
required for the distribution thereof; except that in no event shall the Company
be obligated in connection therewith to qualify as a foreign corporation or to
execute a general consent to service of process. The Company will promptly
advise you of the receipt by the Company of any notification with respect to
suspension of the qualification of the Shares for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose and will use
every reasonable effort to obtain the withdrawal of any order of suspension as
soon as possible.

(e) The Company will make generally available (within the meaning of
Section 11(a) of the Act) to its security holders and to you as soon as
practicable, but not later than 45 days after the end of its fiscal quarter in
which the first anniversary date of the effective date of the Registration
Statement occurs, an earning statement (in form complying with the provisions of
Rule 158 of the Regulations) covering a period of at least twelve consecutive
months beginning after the effective date of the Registration Statement.

(f) The Company shall cause to be prepared and delivered, at its
expense, within one business day from the effective date of this Agreement, to
you an "electronic Prospectus" to be used by the Underwriters in connection with
the offering and sale of the Shares. As used herein, the term "electronic
Prospectus" means a form of Prospectus, and any amendment or supplement thereto,
that meets each of the following conditions: (i) it shall be encoded in an
electronic format, satisfactory to you, that may be transmitted electronically
by you and the other Underwriters to offerees and purchasers of the Shares for
at least during the

12
<PAGE>

period when the Prospectus is required to be delivered under the Act or the
Exchange Act ("the Prospectus Delivery Period"); (ii) it shall disclose the same
information as the paper Prospectus and Prospectus filed pursuant to EDGAR,
except to the extent that graphic and image material cannot be disseminated
electronically, in which case such graphic and image material shall be replaced
in the electronic Prospectus with a fair and accurate narrative description or
tabular representation of such material, as appropriate; and (iii) it shall be
in or convertible into a paper format or an electronic format, satisfactory to
you, that will allow investors to store and have continuously ready access to
the Prospectus at any future time, without charge to investors (other than any
fee charged for subscription to the system as a whole and for on-line time).
Such electronic Prospectus may consist of a Rule 434 preliminary prospectus,
together with the applicable term sheet, provided that it otherwise satisfies
the format and conditions described in the immediately preceding sentence. The
Company hereby confirms that it has included or will include in the Prospectus
filed pursuant to EDGAR or otherwise with the Commission and in the Registration
Statement at the time it was declared effective an undertaking that, upon
receipt of a request by an investor or his or her representative within the
Prospectus Delivery Period, the Company shall transmit or cause to be
transmitted promptly, without charge, a paper copy of the Prospectus.

(g) During the period of 180 days from the date of the Prospectus, the
Company will not directly or indirectly, without your prior written consent
issue, sell, offer or agree to sell, grant any option for the sale of, pledge,
or otherwise dispose of or encumber, or otherwise create or maintain a "put
equivalent position" (within the meaning of Rule 16a-1(h) under the Exchange
Act) in, any shares of the Company's Common Stock (or any securities convertible
into, exercisable for or exchangeable for Common Stock), and the Company has
obtained or will obtain the undertaking of each of its officers, directors,
stockholders not to engage in any of the aforementioned transactions on their
own behalf, other than the Company's sale of Shares hereunder, issuance of
Common Stock upon the exercise of presently outstanding stock options, warrants
and convertible preferred stock, the issuance of stock pursuant to the Company's
Employee Stock Purchase Plan, the grant of stock options under the Company's
stock option plan and the issuance of restricted stock as a result of a merger
or acquisition transaction. The Company agrees not to waive any undertaking
obtained pursuant to this paragraph.

(h) During a period of three years from the date of the Prospectus,
the Company will furnish to you and, upon request, to each of the other
Underwriters (i) copies of any reports or other communications that the Company
shall send to its stockholders or shall from time to time publish or publicly
disseminate, (ii) copies of all reports, financial statements and proxy or
information statements filed by the Company with the Commission or any national
securities exchange or automated quotation system, and (iii) such other
information as you may reasonably request regarding the Company, subject to the
provisions of any written agreement that, in the opinion of outside counsel to
the Company, prohibit the Company from furnishing such information under any
circumstances including, without limitation, an agreement by you to be subject
to the provisions of such written agreement. The Company, during the period when
the prospectus is required to be delivered under the Act, will file all
documents required to be filed with the Commission pursuant to the 1934 Act
within the time periods required by the 1934 Act and the rules and regulations
of the Commission thereunder.

13
<PAGE>

(i) The Company will apply the proceeds from the sale of the Shares as
set forth under "Use of Proceeds" in the Prospectus.

(j) The Company will use its best efforts to cause the Shares to be
qualified for quotation on the Nasdaq National Market and to maintain such
quotation so long as any of the Shares are outstanding.

(k) The Company will file with its periodic reports pursuant to
Section 13 or Section 15 of the Exchange Act such information as may be required
pursuant to Rule 463 of the Regulations.

(l) The Company, during the Prospectus Delivery Period, will file, on
a timely basis, with the Commission and the Nasdaq National Market all reports
and documents required to be filed under the Exchange Act.

(m) The Company shall engage and maintain, at its expense, a registrar
and transfer agent for the Common Stock.

(n) If any holder of Directed Shares does not complete and submit the
required NASD questionnaires, the Company hereby agrees that it will ensure that
such holder's Directed Shares are restricted as required by the NASD or the
NASD's rules from sale, transfer, assignment, pledge or hypothecation for a
period of three months following the date of this Agreement. The Underwriters
will notify the Company as to which persons will need to be so restricted. At
the request of the Underwriters, the Company will direct the transfer agent to
place a stop transfer restriction upon such securities for such a period of
time. Should the Company release, or seek to release, from such restrictions any
of the Directed Shares of such holder, the Company agrees to reimburse the
Underwriters for any reasonable expenses (including, without limitation, legal
expenses) they incur in connection with such release.

(o) The Company will use its best efforts to do and perform all things
required or necessary to be done and performed under this Agreement by the
Company prior to or after the Closing Date or any Additional Closing Date, as
the case may be, and to satisfy all conditions precedent to the delivery of the
Shares.

Bear, Stearns & Co. Inc., on behalf of the several Underwriters, may,
in its sole discretion, waive in writing the performance by the Company of any
one or more of the foregoing covenants or extend the time for their performance.

5. Payment of Expenses. Whether or not the transactions contemplated in
-------------------
this Agreement are consummated or this Agreement is terminated, the Company
hereby agrees to pay all costs and expenses incident to the performance of the
obligations of the Company hereunder, including those in connection with (i)
preparing, printing, duplicating, filing and distributing the Registration
Statement, as originally filed and all amendments thereof (including all
exhibits thereto), any preliminary prospectus, the Prospectus and any amendments
or supplements thereto (including, without limitation, fees and expenses of the
Company's accountants and counsel), the underwriting documents and all other
documents related to the public offering of the Shares (including those supplied
to the Underwriters in quantities as hereinabove stated), (ii) the issuance,
transfer and delivery of the Shares to the Underwriters, including any transfer
or other taxes payable thereon, (iii) the qualification of the Shares under
state or foreign securities or Blue

14
<PAGE>

Sky laws, including the costs of printing and mailing a preliminary and final
"Blue Sky Survey" and the fees of counsel for the Underwriters and such
counsel's disbursements in relation thereto, (iv) quotation of the Shares on the
Nasdaq National Market system, (v) filing fees of the Commission and the NASD,
(vi) the cost of printing certificates representing the Shares, (vii) the cost
and charges of any transfer agent or registrar for the Shares and (viii) all
cash and expenses of the Underwriters, including the fees and disbursements of
counsel for the Underwriters, in connection with the Directed Shares which are
designed by the Company for sale to certain employees of and certain persons
designated by the Company.

6. Conditions of Underwriters' Obligations. The obligations of the
---------------------------------------
Underwriters to purchase and pay for the Firm Shares and the Additional Shares,
as provided herein, shall be subject to the accuracy of the representations and
warranties of the Company herein contained, as of the date hereof and as of the
Closing Date (for purposes of this Section 6 "Closing Date" shall refer to the
Closing Date for the Firm Shares and any Additional Closing Date, if different,
for the Additional Shares), to the absence from any certificates, opinions,
written statements or letters furnished to you or to Sidley & Austin
("Underwriters' Counsel") pursuant to this Section 6 of any misstatement or
omission, to the performance by the Company of its obligations hereunder, and to
the following additional conditions:

(a) The Registration Statement including any Rule 462(b) Registration
Statement, shall have become effective not later than (if pricing pursuant to
Rule 430A) 5:30 P.M., New York time, on the date of this Agreement, or at such
later time and date as shall have been consented to in writing by you; if the
Company shall have elected to rely upon Rule 430A or Rule 434 of the
Regulations, the Prospectus shall have been filed with the Commission in a
timely fashion in accordance with Section 4(a) hereof; and, at or prior to the
Closing Date no stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereof shall have been issued and no
proceedings therefor shall have been initiated or threatened by the Commission.

(b) At the Closing Date you shall have received the opinion of
Buchanan Ingersoll Professional Corporation, counsel for the Company, dated the
Closing Date addressed to the Underwriters and in form and substance
satisfactory to Underwriters' Counsel, to the effect that:

(i) Each of the Company and its subsidiaries has been duly
organized and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation. Each of the Company and its
subsidiaries is duly qualified and in good standing as a foreign corporation in
each jurisdiction in which the character or location of its properties (owned,
leased or licensed) or the nature or conduct of its business makes such
qualification necessary, except for those failures to be so qualified or in good
standing which will not in the aggregate have a Material Adverse Effect. Each of
the Company and its subsidiaries has all requisite corporate authority to own,
lease and license its respective properties and conduct its business as now
being conducted and as described in the Registration Statement and the
Prospectus. All the issued and outstanding capital stock of each subsidiary of
the Company has been duly and validly issued and is fully paid and nonassessable
and were not issued in violation of preemptive rights (unless such rights have
been duly waived by the holders of such rights) and, is owned directly or
indirectly by the Company, free and clear of any lien,

15
<PAGE>

encumbrance, claim, security interest, restriction on transfer, shareholders'
agreement, voting trust of other defect of title whatsoever.

(ii) The Company has an authorized capital stock as set forth in
the Registration Statement and the Prospectus. All the outstanding shares of
Common Stock are duly and validly authorized and issued, are fully paid and
nonassessable, were not issued in violation of or subject to any preemptive or
similar rights (unless such rights have been duly waived by the holders of such
rights) and were issued in compliance with applicable federal and state
securities laws. The Shares to be delivered on the Closing Date have been duly
and validly authorized and, when delivered by the Company in accordance with
this Agreement, will be duly and validly issued, fully paid and nonassessable
and will not have been issued in violation of or subject to any preemptive or
similar rights. The certificates for the Shares are in due and proper form under
the Delaware General Corporation Law. The Common Stock, the Firm Shares and the
Additional Shares conform to the descriptions thereof contained in the
Registration Statement and the Prospectus.

(iii) Except as described in or contemplated by the Prospectus,
there are no outstanding securities of the Company convertible or exchangeable
into or evidencing the right to purchase or subscribe for any shares of capital
stock of the Company and there are no outstanding or authorized options,
warrants or rights of any character obligating the Company to issue any shares
of its capital stock or any securities convertible or exchangeable into or
evidencing the right to purchase or subscribe for any shares of such stock; and
except as described in the Prospectus, to the knowledge of such counsel, no
holder of any securities of the Company or any other person has the right,
contractual or otherwise, to cause the Company to sell or otherwise issue to
them, or to permit them to underwrite the sale of, any of the Shares or the
right to have any Common Shares or other securities of the Company included in
the Registration Statement or the right, as a result of the filing of the
Registration Statement, to require registration under the Act of any shares of
Common Stock or other securities of the Company.

(iv) The Shares to be sold under this Agreement to the
Underwriters are duly authorized for quotation on the Nasdaq National Market
system.

(v) This Agreement has been duly and validly authorized, executed
and delivered by the Company.

(vi) There is no litigation or governmental or other action,
suit, proceeding or investigation before any court or before or by any public,
regulatory or governmental agency or body pending or to the best of such
counsel's knowledge, threatened against, or involving the properties or business
of, the Company or any of its subsidiaries, that is of a character required to
be disclosed in the Registration Statement and the Prospectus which has not been
properly disclosed therein, or of any statute, regulation, contract or other
document that is required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement that is
not described or filed as required.

(vii) The execution, delivery, and performance of this Agreement
and the consummation of the transactions contemplated hereby by the Company do
not and will

16
<PAGE>

not (A) conflict with or result in a breach of any of the terms and provisions
of, or constitute a default (or an event which with notice or lapse of time, or
both, would constitute a default) under, require approval or consent under, or
result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company or any of its subsidiaries pursuant to, any
agreement, instrument, contract, indenture, mortgage, lease, license,
arrangement or understanding known to such counsel to which the Company or any
of its subsidiaries is a party or by which any of such corporations or their
respective properties or assets are subject or (B) contravene any provision of
applicable law or violate or conflict with any provision of the Amended and
Restated Certificate of Incorporation or Bylaws of the Company or any of its
subsidiaries, or, to the best knowledge of such counsel, any judgment, decree,
order, statute, rule or regulation of any court or any public, governmental or
regulatory agency or body having jurisdiction over the Company or any of its
subsidiaries or any of their respective properties or assets. No consent,
approval, authorization, order, registration, filing, qualification, license or
permit of or with any court or any public, governmental, or regulatory agency or
body having jurisdiction over the Company or any of its subsidiaries or any of
their respective properties or assets is required for the execution, delivery
and performance of this Agreement or the consummation of the transactions
contemplated hereby, except for (1) such as may be required under state
securities or Blue Sky laws in connection with the purchase and distribution of
the Shares by the Underwriters (as to which such counsel need express no
opinion) and (2) such as have been made or obtained under the Act.

(viii) The Registration Statement and the Prospectus and any
amendments thereof or supplements thereto (other than the financial statements
and schedules and other financial data included or incorporated by reference
therein, as to which no opinion need be rendered) comply as to form in all
material respects with the requirements of the Act and the Regulations.

(ix) The statements under the captions "Description of Capital
Stock" and "Shares Eligible for Future Sale" in the Prospectus, insofar as such
statements constitute a summary of documents referred to therein or matters of
law, fairly summarize in all material respects the information called for with
respect to such documents and matters.

(x) Such counsel does not know of any contracts or documents
required to be filed as exhibits to the Registration Statement or described in
the Registration Statement or the Prospectus which are not so filed or described
as required, and such contracts and documents as are summarized in the
Registration Statement or the Prospectus are fairly summarized in all material
respects.

(xi) The Company is not, and upon consummation of the
transactions contemplated hereby will not be, subject to registration as an
"investment company" or an entity "controlled" by an "investment company" under
the Investment Company Act of 1940, as amended.

(xii) The Registration Statement is effective under the Act, and,
to the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment
thereof has been issued and no

17
<PAGE>

proceedings therefor have been initiated or threatened by the Commission and all
filings required by Rule 424(b) of the Regulations have been made.

(xiii) The Company has the corporate power and authority to enter
into the Underwriting Agreement and to issue, sell and deliver to the
Underwriters the Shares to be issued and sold by it hereunder.

(xiv) The form of certificate used to evidence the Common Stock
complies in all material respects with all applicable statutory requirements,
with any applicable requirements of the Amended and Restated Certificate of
Incorporation and Bylaws of the Company and with the requirements of The Nasdaq
Stock Market, Inc.

(xv) To the knowledge of such counsel, there are no statutes or
regulations that are required to be described in the Prospectus that are not
described as required.

(xvi) All descriptions in the Registration Statement of contracts
and other documents to which the Company is a party are accurate in all material
respects; to the knowledge of such counsel, there are no franchises, contracts,
indentures, mortgages, loan agreements, notes, leases or other instruments
required to be described or referred to in the Registration Statement or to be
filed as exhibits thereto other than those described or referred to therein or
filed or incorporated by reference as exhibits thereto, and the descriptions
thereof or references thereto are correct in all material respects.

(xvii) In addition, such opinion shall also contain a statement
that such counsel has participated in conferences with officers and
representatives of the Company, representatives of the independent public
accountants for the Company and the Underwriters at which the contents and the
Prospectus and related matters were discussed and, no facts have come to the
attention of such counsel which would lead such counsel to believe that either
the Registration Statement at the time it became effective (including the
information deemed to be part of the Registration Statement at the time of
effectiveness pursuant to Rule 430A(b) or Rule 434, if applicable), or any
amendment thereof made prior to the Closing Date as of the date of such
amendment, contained an untrue statement of a material fact or omitted to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus as of its date (or any
amendment thereof or supplement thereto made prior to the Closing Date as of the
date of such amendment or supplement) and as of the Closing Date contained or
contains an untrue statement of a material fact or omitted or omits to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no belief or
opinion with respect to the financial statements and schedules included or
incorporated by reference therein).

In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws other than the laws of the United States and
jurisdictions in which they are admitted, to the extent such counsel deems
proper and to the extent specified in such opinion, if at all, upon an opinion
or opinions (in form and substance reasonably satisfactory to Underwriters'
Counsel) of other counsel reasonably acceptable to Underwriters' Counsel,
familiar with the applicable laws; (B) as to matters of fact, to the extent they
deem proper, on

18
<PAGE>

certificates of responsible officers of the Company and certificates or other
written statements of officers of departments of various jurisdictions having
custody of documents respecting the corporate existence or good standing of the
Company and its subsidiaries, provided that copies of any such statements or
certificates shall be delivered to Underwriters' Counsel. The opinion of such
counsel for the Company shall state that the opinion of any such other counsel
is in form satisfactory to such counsel and, in their opinion, you and they are
justified in relying thereon.

(c) At the Closing Date you shall have received the opinion of Winston
& Strawn, counsel for the Company, dated the Closing Date addressed to the
Underwriters and in form and substance satisfactory to Underwriters' Counsel, to
the effect that:

(i) The Company is listed in the records of the United States
Patent and Trademark Office ("PTO") as the owner of record of each of the
trademark registrations and applications listed in Schedule A to such opinion
(herein called the "Trademarks"). To such counsel's knowledge, there are no
asserted or unasserted claims of any persons relating to the scope or ownership
of any of the Trademarks, there are no liens which have been filed against any
of the Trademarks, there are no material defects of form in the preparation or
filing of the Trademarks, Trademark applications are being diligently
prosecuted, and none of such Trademarks has been finally rejected or abandoned.
Further, nothing has come to our attention that leads us to believe that the
Trademark applications will not eventuate in registered Trademarks, or that any
Trademark registrations issued, or to be issued in respect of any such Trademark
applications, will not be valid or will not afford the Company reasonable
trademark protection relative to the subject matter thereof.

(ii) The Company owns or possesses valid and enforceable licenses
or other rights to use all Intellectual Property.

(iii) Other than as described in the Registration Statement and
the Prospectus: (A) there are no third parties who have any rights in the
Intellectual Property that could preclude the Company from conducting business
as currently conducted or as presently contemplated to be conducted as described
in the Registration Statement and the Prospectus; (B) there are no pending or
threatened actions, suits, proceedings, investigations or claims by others
challenging the rights of the Company or, if the Intellectual Property is
licensed to the Company, in respect of any third-party licensor; (C) neither the
Company nor, to the extent any Intellectual Property is licensed to the Company,
any third-party licensor has infringed, or received any notice of infringement
of or conflict with, any rights of others with respect to the Intellectual
Property; and (D) there is no dispute between the Company and any third-party
licensor with respect to any Intellectual Property.

19
<PAGE>

corporate existence or good standing of the Company and its subsidiaries,
provided that copies of any such statements or certificates shall be delivered
to Underwriters' Counsel. The opinion of such counsel for the Company shall
state that the opinion of any such other counsel is in form satisfactory to such
counsel and, in their opinion, you and they are justified in relying thereon.

(d) All proceedings taken in connection with the sale of the Firm
Shares and the Additional Shares as herein contemplated shall be satisfactory in
form and substance to you and to Underwriters' Counsel, and the Underwriters
shall have received from said Underwriters' Counsel a favorable opinion, dated
as of the Closing Date with respect to the issuance and sale of the Shares, the
Registration Statement and the Prospectus and such other related matters as you
may reasonably require, and the Company shall have furnished to Underwriters'
Counsel such documents as they request for the purpose of enabling them to pass
upon such matters.

(e) At the Closing Date you shall have received a certificate of the
Chief Executive Officer and Chief Financial Officer of the Company, dated as of
the Closing Date, to the effect that (i) the condition set forth in subsection
(a) of this Section 6 has been satisfied, (ii) as of the date hereof and as of
the Closing Date the representations and warranties of the Company set forth in
Section 1 hereof are true and correct in all respects, (iii) as of the Closing
Date the obligations of the Company to be performed hereunder on or prior
thereto have been duly performed, and (iv) subsequent to the respective dates as
of which information is given in the Registration Statement and the Prospectus,
the Company and its subsidiaries have not sustained any material loss or
interference with their respective businesses or properties from fire, flood,
hurricane, accident or other calamity, whether or not covered by insurance, or
from any labor dispute or any legal or governmental proceeding, and there has
not been a Material Adverse Change, or any development involving a Material
Adverse Change, except in each case as described in the Prospectus.

(f) At the time this Agreement is executed and at the Closing Date,
you shall have received a letter, from Ernst & Young LLP, independent public
accountants for the Company, dated, respectively, as of the date of this
Agreement and as of the Closing Date addressed to the Underwriters and in form
and substance satisfactory to you, to the effect that: (i) they are independent
certified public accountants with respect to the Company within the meaning of
the Act and the Regulations and stating that the answer to Item 10 of the
Registration Statement is correct insofar as it relates to them; (ii) stating
that, in their opinion, the financial statements and schedules of the Company
included in the Registration Statement and the Prospectus and covered by their
opinion therein comply as to form in all material respects with the applicable
accounting requirements of the Act and the applicable published rules and
regulations of the Commission thereunder; (iii) on the basis of procedures
consisting of a reading of the latest available unaudited interim financial
statements of the Company, a reading of the minutes of meetings and consents of
the stockholders and board of directors of the Company and the committees of
such board subsequent to [December 31, 1999], inquiries of officers and other
employees of the Company who have responsibility for financial and accounting
matters of the Company with respect to transactions and events subsequent to
[December 31, 1999] a review of interim financial information in accordance with
Statement of Auditing Standards No. 71, Interim Financial Information, with
respect to the period ended [_________] and other specified procedures and
inquiries to a date not more than five days prior to the date of such letter,
nothing

20
<PAGE>

has come to their attention that would cause them to believe that: (A) the
unaudited financial statements and schedules of the Company presented in the
Registration Statement and the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements of the Act and the
applicable published rules and regulations of the Commission thereunder or that
such unaudited financial statements are not fairly presented in conformity with
generally accepted accounting principles applied on a basis substantially
consistent with that of the audited financial statements included in the
Registration Statement and the Prospectus; (B) with respect to the period
subsequent to [December 31, 1999] there were, as of the date of the most recent
available monthly financial statements of the Company, if any, and as of a
specified date not more than five days prior to the date of such letter, any
changes in the capital stock or long-term indebtedness of the Company or any
decrease in the net current assets or stockholders' equity of the Company, in
each case as compared with the amounts shown in the most recent balance sheet
presented in the Registration Statement and the Prospectus, except for changes
or decreases which the Registration Statement and the Prospectus disclose have
occurred or may occur or which are set forth in such letter or (C) that during
the period from [December 31, 1999] to the date of the most recent available
monthly financial statements of the Company, if any, and to a specified date not
more than five days prior to the date of such letter, there was any decrease, as
compared with the corresponding period in the prior fiscal year, in total
revenues, or total or per share net income, except for decreases which the
Registration Statement and the Prospectus disclose have occurred or may occur or
which are set forth in such letter; and (iv) stating that they have compared
specific dollar amounts, numbers of shares, percentages of revenues and
earnings, and other financial information pertaining to the Company set forth in
the Registration Statement and the Prospectus, which have been specified by you
prior to the date of this Agreement, to the extent that such amounts, numbers,
percentages, and information may be derived from the general accounting and
financial records of the Company or from schedules furnished by the Company, and
excluding any questions requiring an interpretation by legal counsel, with the
results obtained from the application of specified readings, inquiries, and
other appropriate procedures specified by you set forth in such letter, and
found them to be in agreement. In addition, such letter shall state that the pro
forma financial information included in the Registration Statement and the
Prospectus complies as to form in all material respects with the applicable
accounting requirements of the Act, including Rule 11-02 of Regulation S-X, and
that the pro forma adjustments have been properly applied to historical amounts
in the compilation of such pro forma financial information.

(g) Prior to the Closing Date the Company shall have furnished to you
such further information, certificates and documents as you may reasonably
request.

(h) You shall have received from each person who is a director,
officer or holder of capital stock, options or warrants of the Company an
agreement substantially in the form of Exhibit A hereto, and such agreement
shall be in full force and effect on the Closing Date.

(i) At the Closing Date, the Shares shall have been approved for
quotation on the Nasdaq National Market system.

If any of the conditions specified in this Section 6 shall not have
been fulfilled when and as required by this Agreement, or if any of the
certificates, opinions, written statements

21
<PAGE>

or letters furnished to you or to Underwriters' Counsel pursuant to this Section
6 shall not be in all material respects reasonably satisfactory in form and
substance to you and to Underwriters' Counsel, all obligations of the
Underwriters hereunder may be canceled by you at, or at any time prior to, the
Closing Date and the obligations of the Underwriters to purchase the Additional
Shares may be cancelled by you at, or at any time prior to, the Additional
Closing Date. Notice of such cancellation shall be given to the Company in
writing, or by telephone, telex or telegraph, confirmed in writing.

7. Indemnification.
---------------

(a) The Company agrees to indemnify and hold harmless each Underwriter
and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, against any and all
losses, liabilities, claims, damages and expenses whatsoever as incurred
(including but not limited to attorneys' fees and any and all expenses
whatsoever incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever, and any and all
amounts paid in settlement of any claim or litigation), joint or several, to
which they or any of them may become subject under the Act, the Exchange Act or
otherwise, insofar as such losses, liabilities, claims, damages or expenses (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained in the
registration statement for the registration of the Shares, as originally filed,
or any filed amendment thereof, or any related preliminary prospectus or the
Prospectus, or in any supplement thereto or amendment thereof, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading; or (ii) (A) the violation of any applicable laws or regulations
of foreign jurisdictions where Directed Shares have been offered and (B) any
untrue statement or alleged untrue statement of a material fact included in the
supplement or prospectus wrapper material distributed in connection with the
reservation and sale of the Directed Shares to eligible employees and certain
persons designated by the Company or the omission or alleged omission therefrom
of a material fact necessary to make the statements therein, when considered in
conjunction with the Prospectus or preliminary prospectus, not misleading;
provided, however, that the Company will not be liable in any such case to the
extent but only to the extent that any such loss, liability, claim, damage or
expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through you expressly for use therein. This indemnity
agreement will be in addition to any liability which the Company may otherwise
have including under this Agreement.

(b) Each Underwriter severally, and not jointly, agrees to indemnify
and hold harmless the Company, each of the directors of the Company, each of the
officers of the Company who shall have signed the Registration Statement, and
each other person, if any, who controls the Company within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act, against any losses,
liabilities, claims, damages and expenses whatsoever as incurred (including but
not limited to attorneys' fees and any and all expenses whatsoever incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim or

22
<PAGE>

litigation), joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or otherwise, insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Shares, as originally filed, or any filed amendment thereof, or any related
preliminary prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that any such loss, liability, claim, damage or
expense arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any Underwriter through you expressly for use therein; provided,
however, that in no case shall any Underwriter be liable or responsible for any
amount in excess of the underwriting discount applicable to the Shares purchased
by such Underwriter hereunder. This indemnity will be in addition to any
liability which any Underwriter may otherwise have including under this
Agreement. The Company acknowledges that the statements set forth in the last
paragraph of the cover page and the [___] paragraphs and the list of
Underwriters and the number of shares listed opposite their respective names in
the first paragraph under the caption "Underwriting" in the Prospectus
constitute the only information furnished in writing by or on behalf of any
Underwriter expressly for use in the registration statement for the registration
of the Shares, as originally filed, or in any filed amendment thereof, any
related preliminary prospectus or the Prospectus or in any amendment thereof or
supplement thereto, as the case may be.

(c) In connection with the offer and sale of the Directed Shares, the
Company agrees, promptly upon a request in writing, to indemnify and hold
harmless the Underwriters from and against any and all losses, liabilities,
claims, damages and expenses incurred by them as a result of (i) the failure of
the Directed Shares Purchasers to pay for and accept delivery of the Directed
Shares which, by the end of the day following the date of this Agreement, were
subject to a properly confirmed agreement to purchase such Directed Shares or
(ii) the refusal of any Directed Shares Purchasers that are also employees of
the Company to properly confirm their respective agreements to purchase the
Directed Shares that they had agreed to purchase by the end of the first day
after the date of this Agreement.

(d) Promptly after receipt by an indemnified party under subsection
(a), (b) or (c) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify each party against whom
indemnification is to be sought in writing of the commencement thereof (but the
failure so to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 7). In case any such action is
brought against any indemnified party, and it notifies an indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel satisfactory to
such indemnified party. Notwithstanding the foregoing, the indemnified party or
parties shall have the right to employ its or their own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of such
indemnified party or parties unless (i) the employment of such counsel

23
<PAGE>

shall have been authorized in writing by one of the indemnifying parties in
connection with the defense of such action, (ii) the indemnifying parties shall
not have employed counsel to have charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them which are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such fees and expenses shall be borne by the indemnifying parties. Anything in
this subsection to the contrary notwithstanding, an indemnifying party shall not
be liable for any settlement of any claim or action effected without its written
consent; provided, however, that such consent was not unreasonably withheld.

8. Contribution. In order to provide for contribution in circumstances
------------
in which the indemnification provided for in Section 7 hereof is for any reason
held to be unavailable from any indemnifying party or is insufficient to hold
harmless a party indemnified thereunder, the Company and the Underwriters shall
contribute to the aggregate losses, claims, damages, liabilities and expenses of
the nature contemplated by such indemnification provision (including any
investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit or proceeding or any claims
asserted, but after deducting in the case of losses, claims, damages,
liabilities and expenses suffered by the Company any contribution received by
the Company from persons, other than the Underwriters, who may also be liable
for contribution, including persons who control the Company within the meaning
of Section 15 of the Act or Section 20(a) of the Exchange Act, officers of the
Company who signed the Registration Statement and directors of the Company) as
incurred to which the Company and one or more of the Underwriters may be
subject, in such proportions as is appropriate to reflect the relative benefits
received by the Company and the Underwriters from the offering of the Shares or,
if such allocation is not permitted by applicable law or indemnification is not
available as a result of the indemnifying party not having received notice as
provided in Section 7 hereof, in such proportion as is appropriate to reflect
not only the relative benefits referred to above but also the relative fault of
the Company and the Underwriters in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations. The relative benefits received
by the Company and the Underwriters shall be deemed to be in the same proportion
as (x) the total proceeds from the offering (net of underwriting discounts and
commissions but before deducting expenses) received by the Company and (y) the
underwriting discounts and commissions received by the Underwriters,
respectively, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company and of the Underwriters shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission or any
violation of the nature referred to in Section 7(a)(ii). The Company and the
Underwriters agree that it would not be just and equitable if contribution
pursuant to this Section 8 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this Section 8, (i) in no
case shall any Underwriter be liable or responsible for any amount in excess of
the underwriting discount and commission

24
<PAGE>

applicable to the Shares purchased by such Underwriter hereunder, and (ii) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Notwithstanding the provisions of
this Section 8 and the preceding sentence, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Shares underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages that such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. For purposes of this Section 8, each person, if
any, who controls an Underwriter within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act shall have the same rights to contribution as
such Underwriter, and each person, if any, who controls the Company within the
meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to clauses (i) and (ii) of this Section 8. Any
party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties,
notify each party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party or
parties from whom contribution may be sought from any obligation it or they may
have under this Section 8 or otherwise. No party shall be liable for
contribution with respect to any action or claim settled without its consent;
provided, however, that such consent was not unreasonably withheld.

9. Default by an Underwriter.
-------------------------

(a) If any Underwriter or Underwriters shall default in its or their
obligation to purchase Firm Shares or Additional Shares hereunder, and if the
Firm Shares or Additional Shares with respect to which such default relates do
not (after giving effect to arrangements, if any, made by you pursuant to
subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares
or Additional Shares, to which the default relates shall be purchased by the
nondefaulting Underwriters in proportion to the respective proportions which the
numbers of Firm Shares set forth opposite their respective names in Schedule I
hereto bear to the aggregate number of Firm Shares set forth opposite the names
of the nondefaulting Underwriters.

(b) In the event that such default relates to more than 10% of the
Firm Shares or Additional Shares, as the case may be, you may in your discretion
arrange for yourself or for another party or parties (including any
nondefaulting Underwriter or Underwriters who so agree) to purchase such Firm
Shares or Additional Shares, as the case may be, to which such default relates
on the terms contained herein. In the event that within five calendar days after
such a default you do not arrange for the purchase of the Firm Shares or
Additional Shares, as the case may be, to which such default relates as provided
in this Section 9, this Agreement or, in the case of a default with respect to
the Additional Shares, the obligations of the Underwriters to purchase and of
the Company to sell the Additional Shares shall thereupon terminate, without
liability on the part of the Company with respect thereto (except in each case
as provided in Section 5, 7(a) and 8 hereof) or the Underwriters, but nothing in
this Agreement shall relieve a

25
<PAGE>

defaulting Underwriter or Underwriters of its or their liability, if any, to the
other Underwriters and the Company for damages occasioned by its or their
default hereunder.

(c) In the event that the Firm Shares or Additional Shares to which
the default relates are to be purchased by the nondefaulting Underwriters, or
are to be purchased by another party or parties as aforesaid, you or the Company
shall have the right to postpone the Closing Date or Additional Closing Date, as
the case may be for a period, not exceeding five business days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus or in any other documents and arrangements, and the
Company agrees to file promptly any amendment or supplement to the Registration
Statement or the Prospectus which, in the opinion of Underwriters' Counsel, may
thereby be made necessary or advisable. The term "Underwriter" as used in this
Agreement shall include any party substituted under this Section 9 with like
effect as if it had originally been a party to this Agreement with respect to
such Firm Shares and Additional Shares.

10. Survival of Representations and Agreements. All representations and
------------------------------------------
warranties, covenants and agreements of the Underwriters and the Company
contained in this Agreement, including the agreements contained in Section 5,
the indemnity agreements contained in Section 7 and the contribution agreements
contained in Section 8, shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any Underwriter or any
controlling person thereof or by or on behalf of the Company, any of its
officers and directors or any controlling person thereof, and shall survive
delivery of and payment for the Shares to and by the Underwriters. The
representations contained in Section 1 and the agreements contained in Sections
5, 7, 8 and 11(d) hereof shall survive the termination of this Agreement,
including termination pursuant to Section 9 or 11 hereof.

11. Effective Date of Agreement; Termination.
----------------------------------------

(a) This Agreement shall become effective, upon the later of (i) when
you and the Company shall have received notification of the effectiveness of the
Registration Statement or (ii) the execution of this Agreement. If either the
initial public offering price or the purchase price per Share has not been
agreed upon prior to 5:00 P.M., New York time, on the fifth full business day
after the Registration Statement shall have become effective, this Agreement
shall thereupon terminate without liability to the Company or the Underwriters
except as herein expressly provided. Until this Agreement becomes effective as
aforesaid, it may be terminated by the Company by notifying you or by you
notifying the Company. Notwithstanding the foregoing, the provisions of this
Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full
force and effect.

(b) You shall have the right to terminate this Agreement at any time
prior to the Closing Date or the obligations of the Underwriters to purchase the
Additional Shares at any time prior to the Additional Closing Date, as the case
may be, (i) if any domestic or international event or act or occurrence has
materially disrupted, or in your opinion will in the immediate future materially
disrupt, the market for the Company's securities or securities in general, or
(ii) if trading on the New York or

26
<PAGE>

American Stock Exchanges or on Nasdaq shall have been suspended, or minimum or
maximum prices for trading shall have been fixed, or maximum ranges for prices
for securities shall have been required, on the New York or American Stock
Exchanges or on Nasdaq by the New York or American Stock Exchanges or Nasdaq,
respectively, or by order of the Commission or any other governmental authority
having jurisdiction, or (iii) if a banking moratorium has been declared by a
state or federal authority or if any new restriction materially adversely
affecting the distribution of the Firm Shares or the Additional Shares, as the
case may be, shall have become effective, or (iv) (A) if the United States
becomes engaged in hostilities or there is an escalation of hostilities
involving the United States or there is a declaration of a national emergency or
war by the United States or (B) if there shall have been such change in
political, financial or economic conditions if the effect of any such event in
(A) or (B) as in your judgment makes it impracticable or inadvisable to proceed
with the offering, sale and delivery of the Firm Shares or the Additional
Shares, as the case may be, on the terms contemplated by the Prospectus.

(c) Any notice of termination pursuant to this Section 11 shall be by
telephone, telex, or telegraph, confirmed in writing by letter.

(d) If this Agreement shall be terminated pursuant to any of the
provisions hereof (otherwise than pursuant to (i) notification by you as
provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if
the sale of the Shares provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth herein is not
satisfied or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof, the
Company will, subject to demand by you, reimburse the Underwriters for all
out-of-pocket expenses (including the fees and expenses of their counsel),
incurred by the Underwriters in connection herewith.

12. Notices. All communications hereunder, except as may be otherwise
-------
specifically provided herein, shall be in writing and, if sent to any
Underwriter, shall be mailed, delivered, or telexed or telegraphed and confirmed
in writing, to such Underwriter c/o Bear, Stearns & Co. Inc., 245 Park Avenue,
New York, New York 10167, Attention: Equity Syndicate; if sent to the Company,
shall be mailed, delivered, or telegraphed and confirmed in writing to
GoAmerica, Inc., Hackensack Avenue, Hackensack, New Jersey 07601, Attention:
President.

13. Parties. This Agreement shall inure solely to the benefit of, and
-------
shall be binding upon, the Underwriters and the Company and the controlling
persons, directors, officers, employees and agents referred to in Sections 7 and
8, and their respective successors and assigns, and no other person shall have
or be construed to have any legal or equitable right, remedy or claim under or
in respect of or by virtue of this Agreement or any provision herein contained.
The term "successors and assigns" shall not include a purchaser, in its capacity
as such, of Shares from any of the Underwriters.

14. Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of New York, but without regard to
principles of conflicts of law.

15. Knowledge. As used in this Agreement, "to the Company's knowledge" or
---------
"to the knowledge of the Company" means that the officers, directors, executive
officers and key employees of the Company have, or after due inquiry and
investigation would have, awareness or knowledge of such matter.

27
<PAGE>

If the foregoing correctly sets forth the understanding between you
and the Company, please so indicate in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement among us.

Very truly yours,

GOAMERICA, INC.

By:_______________________________
Name:
Title:

Accepted as of the date first above written
BEAR, STEARNS & CO. INC.
CHASE SECURITIES INC.
U.S. BANCORP PIPER JAFFRAY INC.
SOUNDVIEW TECHNOLOGY GROUP, INC.
on behalf of themselves and the other
Underwriters named in Schedule I hereto

Bear, Stearns & Co. Inc.

By:________________________________
Name: _____________________________

28
<PAGE>

EXHIBIT A

Bear, Stearns & Co., Inc.
Chase Securities Inc.
U.S. Bancorp Piper Jaffray Inc.
SoundView Technology Group, Inc.
as Representatives of the Several Underwriters
c/o Bear, Stearns & Co., Inc.
245 Park Avenue
New York, New York 10167
Re: GoAmerica, Inc. (the "Company")

Ladies and Gentlemen:

This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement"), between GoAmerica, Inc.,
a Delaware corporation (the "Company"), and each of you as representatives of a
group of Underwriters named therein, relating to an underwritten public offering
(the "Offering") of Common Stock, $.01 par value (the "Common Stock"), of the
Company.

In order to induce you and the other Underwriters to enter into the
Underwriting Agreement, the undersigned will not, without the prior written
consent of Bear, Stearns & Co. Inc., offer, sell, contract to sell, pledge or
otherwise dispose of (or enter into any transaction or agreement which is
designed to, or might reasonably be expected to, result in the disposition
(whether by actual disposition or effective economic disposition due to cash
settlement or otherwise) by the undersigned or the Company or any affiliate of
the Company or any person in privity with the Company or any affiliate of the
Company) directly or indirectly, including the filing (or participation in the
filing of) a registration statement with the Securities and Exchange Commission
in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Securities and Exchange Commission promulgated thereunder with respect to,
any shares of capital stock of the Company or any securities convertible into,
or exercisable or exchangeable for, such capital stock, or publicly announce an
intention to effect any such transaction, for a period of 180 days after the
date of the final Prospectus relating to the Offering, other than shares of
Common Stock disposed of as bona fide gifts approved by Bear, Stearns & Co. Inc.
<PAGE>

If for any reason the Underwriting Agreement shall be terminated prior
to the Closing Date (as defined in the Underwriting Agreement), the agreement
set forth above shall likewise be terminated.

Yours very truly,

____________________________
Signature
Address:

30
<PAGE>

SCHEDULE I

<TABLE>
<CAPTION>
Name of Underwriter Number of Firm
Shares to be Purchased
- ------------------------------------------------------------------------------------------------
<S> <C>
Bear, Stearns & Co. Inc............................................... ---------------------
Chase Securities Inc.................................................. ---------------------
U.S. Bancorp Piper Jaffray Inc........................................ ---------------------
SoundView Technology Group, Inc....................................... ---------------------
DLJdirect Inc......................................................... ---------------------

Total................................................................. ---------------------
</TABLE>
<PAGE>

SCHEDULE II

List of Subsidiaries

GoAmerica Communications Corp. 100% owned

GoAmerica Marketing, Inc. 100% owned

Data Rover ___% in trust

<PAGE>

EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

GOAMERICA, INC.

FIRST: The name of the Corporation is GoAmerica, Inc.
-----

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

THIRD: The purpose for which the Corporation is organized 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.

FOURTH: (a) The total number of shares of capital stock which the
------
Corporation shall have the authority to issue is 50,010,500 shares, consisting
of: (i) forty five million (45,000,000) shares of Common Stock, par value $0.01
per share (the "Common Stock"); (ii) five million (5,000,000) shares of
Preferred Stock, par value $0.01 per share (the "Preferred Stock"); and ten
thousand five hundred (10,500) shares of Preferred Stock, par value $0.01 per
share, which shares shall be designated as Series A Preferred Stock (the "Series
A Preferred Stock"), having the terms, powers, preferences and rights as set
forth below, until such time as none of such shares of Series A Preferred Stock
remains outstanding.

(b) The authorized but undesignated Preferred Stock may be issued from
time to time in one or more series. The Board of Directors is authorized,
subject to limitations prescribed by law and the provisions of subsection (a)
above, to provide for the issuance of the shares of Preferred Stock in series,
and by filing a certificate pursuant to the applicable law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series, and to fix the designation, powers, preferences and rights of
the shares of each such series and the qualification, limitations or
restrictions thereof.

The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

(i) The number of shares constituting that series and the distinctive
designation of that series;

(ii) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;

(iii) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
<PAGE>

(iv) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;

(v) whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption dates;

(vi) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series;
and

(vii) Any other relative rights, preferences and limitations of that
series.

1. Terms Applicable to Series A Preferred Stock.
--------------------------------------------

Section 1. Dividends.

Holders of Series A Preferred Stock shall not be entitled to
dividends in cash or property except when, as and if declared by the Board of
Directors of the Corporation as a condition to the declaration or payment of a
dividend on any other shares. No cash or property dividend or distributions
shall be declared or paid on any shares of Common Stock or on any other series
of preferred stock ranking junior to or on a parity with the Series A Preferred
Stock with respect to dividends, unless the holders of the Series A Preferred
Stock receive such cash or property dividend or distributions in an amount per
Share of Series A Preferred Stock at least equal to the greater of (i) the
dividends or distributions payable on the number of shares of Common Stock in to
which a Share of Series A Preferred Stock is then convertible or (ii) the
dividends or distributions per share payable to holders of any series of
preferred stock ranking junior to or on a parity with the Series A Preferred
Stock multiplied by a fraction, the numerator of which is the number of shares
of Common Stock into which a Share of Series A Preferred Stock is then
convertible and the denominator of which is the number of shares of Common Stock
into which a share of such series of preferred stock ranking to junior or on a
parity with the Series A Preferred Stock is then convertible; provided that if
--------
such other series of preferred stock is not convertible into Common Stock, then
the numerator of such fraction shall be the liquidation preference of a Share of
the Series A Preferred Stock and the denominator of such fraction shall be the
liquidation preference of a share of such other series of preferred stock.

1A. Dividends and Distributions in respect of Junior Securities.
If at any time all unpaid dividends have not been paid in full in cash, the
Corporation shall not, for any reason, declare or pay any dividends in respect
to Junior Securities or repurchase, redeem or acquire any Junior Securities, or
otherwise make a distribution or other payment in respect of any Junior
Security, directly or indirectly, in cash, property, assets, rights, securities
or other consideration.

-2-
<PAGE>

Section 2. Liquidation.
-----------

2A. Expect as provided in Section 2B, upon any liquidation,
----------
dissolution or winding up of the Corporation, the holder of Series A Preferred
Stock will be entitled to be paid, before any distribution or payment is made
upon any Junior Securities, an amount in cash equal to the aggregate Liquidation
Value of all Shares outstanding, and the holders of Series A Preferred Stock
will not be entitled to any further payment. If upon any such liquidation,
dissolution or winding up of the Corporation, the Corporations assets to be
distributed among the holders of the Series A Preferred Stock are insufficient
to permit payment to such holders of the aggregate amount which they are
entitled to be paid, then the entire assets to be distributed will be
distributed ratably among such holders based upon the aggregate Liquidation
Value of the Convertible Preferred Stock held by each such holder. The
Corporation will mail written notice of such liquidation, dissolution or winding
up, not less than 60 days prior to the payment date stated therein, to each
record holder of Series A Preferred Stock.

2B. If, upon any such liquidation, dissolution or winding up of
the Corporation, the Corporation declares or pays a dividend upon the Common
Stock payable in cash or property (a "Liquidating Dividend"), then the
--------------------
Corporation shall pay to the holders of Series A Preferred Stock at the time of
payment thereof the higher of (x) the Liquidation Value in accordance with
Section 2A above or (y) Liquidating Dividends which would have been paid on the
- ----------
shares of Common Stock had such Series A Preferred Stock been converted
immediately prior to the date on which a record is taken for such Liquidating
Dividend, or, if no record is taken, the date as of which the record holders of
Common Stock entitled to such dividends are to be determined.

2C. For purposes hereof, a liquidation or winding up of the
Corporation shall include: (i) the consolidation or merger of the Corporation
into or with any other entity; provided that the Corporation may merge with any
-------------
wholly-owned subsidiary without paying any Liquidation Value to the holders of
the Series A Preferred Stock so long as (a) the Corporation is the surviving
corporation, (b) the terms of the Series A Preferred Stock are not changed and
(c) the Series A Preferred Stock is not exchanged for cash, securities or other
property, or (ii) the sale or transfer by the Corporation of all or
substantially all of its assets to another entity.

2D. Notwithstanding any of the other provisions applicable to
the Series A Preferred Stock, set forth herein, no holder of Series A Preferred
Stock shall be entitled to a dividend payment of any kind, whether in the form
of a Liquidating Dividend or otherwise, in connection with the initial public
offering of the Company's Common Stock.

Section 3. Voting Rights. The holders of the Series A Preferred
-------------
Stock shall be entitled to notice of all stockholders' meetings in accordance
with the Corporation's bylaws, and except as otherwise provided herein and as
otherwise required by law, the holders of the Series A Preferred Stock shall be
entitled to vote on all matters submitted to the stockholders for a vote
together with the holders of the Common Stock voting together as a single class;
provided, however, that the affirmative vote of holders of not less than
- -------- -------
fifty-one percent (51%) of Series A Preferred Stock then outstanding shall be
required to (i) amend or repeal any provision of the Corporation's Certificate
of Incorporation or Bylaws if such action would adversely affect the rights,
preferences or privileges of the Series A Preferred Stock, (ii) create (by
classification or otherwise) any new class or series of shares having rights,
preferences or privileges senior to or pari passu with the Series A Preferred

-3-
<PAGE>

CERTIFICATE OF INCORPORATION

GOAMERICA, INC.

FIRST: The name of the Corporation is GoAmerica, Inc.
------

THIRD: The purpose for which the Corporation is organized 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.

(b) The authorized but undesignated Preferred Stock may be issued from time to
time in one or more series. The Board of Directors is authorized, subject
to limitations prescribed by law and the provisions of subsection (a)
above, to provide for the issuance of the shares of Preferred Stock in
series, and by filing a certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time the number of shares to
be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the
qualification, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series shall
include, but not be limited to, determination of the following:

(i) The number of shares constituting that series and the distinctive
designation of that series;

(ii) The dividend rate on the shares of that series, whether dividends shall be
cumulative, and if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;

(iii) Whether that series shall have voting rights, in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;
<PAGE>

(iv) Whether that series shall have conversion privileges, and, if so, the terms
and conditions of such conversion, including provision for adjustment of
the conversion rate in such events as the Board of Directors shall
determine;

(v) Whether or not the shares of that series shall be redeemable, and, if so,
the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;

(vi) The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that
series; and

(vii) Any other relative rights, preferences and limitations of that series.

1. Terms Applicable to Series A Preferred Stock.
--------------------------------------------

Section 1. Dividends.
---------

Holders of Series A Preferred Stock shall not be entitled to dividends in cash
or property except when, as and if declared by the Board of Directors of the
Corporation as a condition to the declaration or payment of a dividend on any
other shares. No cash or property dividend or distributions shall be declared
or paid on any shares of Common Stock or on any other series of preferred stock
ranking junior to or on a parity with the Series A Preferred Stock with respect
to dividends, unless the holders of the Series A Preferred Stock receive such
cash or property dividend or distributions in an amount per Share of Series A
Preferred Stock at least equal to the greater of (i) the dividends or
distributions payable on the number of shares of Common Stock in to which a
Share of Series A Preferred Stock is then convertible or (ii) the dividends or
distributions per share payable to holders of any series of preferred stock
ranking junior to or on a parity with the Series A Preferred Stock multiplied by
a fraction, the numerator of which is the number of shares of Common Stock into
which a Share of Series A Preferred Stock is then convertible and the
denominator of which is the number of shares of Common Stock into which a share
of such series of preferred stock ranking to junior or on a parity with the
Series A Preferred Stock is then convertible; provided that if such other series
--------
of preferred stock is not convertible into Common Stock, then the numerator of
such fraction shall be the liquidation preference of a Share of the Series A
Preferred Stock and the denominator of such fraction shall be the liquidation
preference of a share of such other series of preferred stock.

1A. Dividends and Distributions in respect of Junior Securities. If at any
time all unpaid dividends have not been paid in full in cash, the Corporation
shall not, for any reason, declare or pay any dividends in respect to Junior
Securities or repurchase, redeem or acquire any Junior Securities, or otherwise
make a distribution or other payment in respect of any Junior Security, directly
or indirectly, in cash, property, assets, rights, securities or other
consideration.

-2-
<PAGE>

Section 2. Liquidation.
-----------

2A. Expect as provided in Section 2B, upon any liquidation, dissolution or
----------
winding up of the Corporation, the holder of Series A Preferred Stock will be
entitled to be paid, before any distribution or payment is made upon any Junior
Securities, an amount in cash equal to the aggregate Liquidation Value of all
Shares outstanding, and the holders of Series A Preferred Stock will not be
entitled to any further payment. If upon any such liquidation, dissolution or
winding up of the Corporation, the Corporation's assets to be distributed among
the holders of the Series A Preferred Stock are insufficient to permit payment
to such holders of the aggregate amount which they are entitled to be paid, then
the entire assets to be distributed will be distributed ratably among such
holders based upon the aggregate Liquidation Value of the Convertible Preferred
Stock held by each such holder. The Corporation will mail written notice of
such liquidation, dissolution or winding up, not less than 60 days prior to the
payment date stated therein, to each record holder of Series A Preferred Stock.

2B. If, upon any such liquidation, dissolution or winding up of the
Corporation, the Corporation declares or pays a dividend upon the Common Stock
payable in cash or property (a "Liquidating Dividend"), then the Corporation
--------------------
shall pay to the holders of Series A Preferred Stock at the time of payment
thereof the higher of (x) the Liquidation Value in accordance with Section 2A
----------
above or (y) Liquidating Dividends which would have been paid on the shares of
Common Stock had such Series A Preferred Stock been converted immediately prior
to the date on which a record is taken for such Liquidating Dividend, or, if no
record is taken, the date as of which the record holders of Common Stock
entitled to such dividends are to be determined.

2C. For purposes hereof, a liquidation or winding up of the Corporation shall
include: (i) the consolidation or merger of the Corporation into or with any
other entity; provided that the Corporation may merge with any wholly-owned
-------------
subsidiary without paying any Liquidation Value to the holders of the Series A
Preferred Stock so long as (a) the Corporation is the surviving corporation, (b)
the terms of the Series A Preferred Stock are not changed and (c) the Series A
Preferred Stock is not exchanged for cash, securities or other property, or (ii)
the sale or transfer by the Corporation of all or substantially all of its
assets to another entity.

2D. Notwithstanding any of the other provisions applicable to the Series A
Preferred Stock set forth herein, no holder of Series A Preferred Stock shall be
entitled to a dividend payment of any kind, whether in the form of a Liquidating
Dividend or otherwise, in connection with the initial public offering of the
Company's Common Stock.

Section 3. Voting Rights. The holders of the Series A Preferred Stock shall
-------------
be entitled to notice of all stockholders' meetings in accordance with the
Corporation's bylaws, and except as otherwise provided herein and as otherwise
required by law, the holders of the Series A Preferred Stock shall be entitled
to vote on all matters submitted to the stockholders for a vote together with
the holders of the Common Stock voting together as a single class; provided,
--------
however, that the affirmative vote of holders of not less than fifty-one percent
- -------
(51%) of Series A Preferred Stock then outstanding shall be required to (i)
amend or repeal any provision of the Corporation's Certificate of Incorporation
or Bylaws if such action would adversely affect the rights, preferences or
privileges of the Series A Preferred Stock, (ii) create (by classification or
otherwise) any new class or series of

-3-
<PAGE>

Stock, or (iii) redeem any shares of another series of preferred stock
or common stock (other than pursuant to employee agreements). On any matters on
which the holders of the Series A Preferred Stock shall be entitled to vote
together with the holders of Common Stock, each holder of whole shares of Common
Stock into which such holder's Shares of Series A Preferred Stock are
convertible (as adjusted from time to time pursuant to Section 4 hereof) on the
------- -
record date for such vote.

Section 4. Conversion.
----------

4A. Conversion Procedure.
--------------------

(i) At any time and from time to time, any holder of Convertible
Preferred Stock may convert all or any portion of the Series A Preferred Stock
(including any fraction of a Share) held by such holder into a number of shares
of Common Stock computed by multiplying the number of Shares to be converted by
$1,000 and dividing the result by the Conversion Price then in effect.

(ii) Concurrently with the completion of a Qualified IPO or
immediately following a Market Float Trigger, the Corporation may convert all or
any portion of the Series A Preferred Stock (including any fraction of a Share)
into a number of shares of Common Stock computed by multiplying the number of
Shares to be converted by $1,000 and dividing the result by the Conversion Price
then in effect.

(iii) Each conversion of Series A Preferred Stock shall be deemed to
have been effected as of the close of business on the date on which the
certificate or certificates representing the Series A Preferred Stock to be
converted have been duly endorsed and surrendered at a principal office of the
Corporation (a "Conversion Date") along with written notice to the Corporation
---------------
that such holder elects to convert such Shares and stating the
number of Shares being converted and setting forth the names in which such
holder wishes the certificates for shares of Common Stock to be issued if such
names shall be different than that of such holder. At such time as such
conversion has been effected, then the rights of the holder of such surrendered
Series A Preferred Stock shall cease and the Person or Persons in whose name or
names any certificate or certificates for shares of Common Stock are to be
issued upon such conversion shall be deemed to have become the holder or holders
of record of shares of Common Stock represented thereby.

(iv) Notwithstanding any other provision hereof, if a conversion
of Series A Preferred Stock is to be made in connection with a Public Offering,
the conversion of any Shares of Series A Preferred Stock may, at the election of
the holder of such Shares, be conditioned upon the consummation of the Public
Offering in which case such conversion shall not be deemed to be effective until
the consummation of the Public Offering.

(v) As soon as possible after a conversion has been effected (but
in any event within five business days in the case of subparagraph (a) below),
the Corporation shall deliver to the converting holder:

(a) a certificate or certificates representing the number
of shares of Common Stock issuable by reason of such conversion in
such name or names and such denomination or denominations as the
converting holder has specified;

-4-
<PAGE>

(b) the amount payable under subparagraph (viii) below with
respect to such conversion; and

(c) a certificate representing any Shares of Series A
Preferred Stock which were represented by the certificate or
certificates delivered to the Corporation in connection with such
conversion but which were not converted.

(vi) The issuance of certificates for shares of Common Stock upon
conversion of Series A Preferred Stock shall be made without charge to the
holders of such Series A Preferred Stock for any issuance tax in respect thereof
or other cost incurred by the Corporation in connection with such conversion and
the related issuance of shares of Common Stock. Upon conversion of each Share
of Series A Preferred Stock, the Corporation shall take all such actions as are
necessary in order to insure that the Common Stock issuable with respect to such
conversion shall be validly issued, fully paid and nonassessable.

(vii) The Corporation shall not close its books against the transfer
of Series A Preferred Stock or of Common Stock issued or issuable upon
conversion of Series A Preferred Stock in any manner which interferes with the
timely conversion of Series A Preferred Stock. The Corporation shall cooperate
with any holder of Shares required to make any governmental filings or obtain
any governmental approval prior to or in connection with any conversion of
Shares hereunder (including, without limitation, making any filings required to
be made by the Corporation).

(viii) If any fractional interest in a share of Common Stock would,
except for the provisions of this subparagraph, be deliverable upon any
conversion of the Series A Preferred Stock, the Corporation, in lieu of
delivering the fractional share therefor, shall pay an amount to the holder
thereof equal to the fair market value, as determined by the board of directors
in good faith.

(ix) The Corporation shall at all times reserve and keep available
out of its authorized but unissued shares of Common Stock, solely for the
purpose of issuance upon the conversion of the Series A Preferred Stock, such
number of shares of Common Stock issuable upon the conversion of all outstanding
Series A Preferred Stock. All shares of Common Stock which are so issuable
shall, when issued, be duly and validly issued, fully paid and nonassessable and
free from all taxes, liens and charges. The Corporation shall take all such
actions as may be necessary to assure that all such shares of Common Stock may
be so issued without violation of any applicable law or governmental regulation
or any requirements of any domestic securities exchange upon which shares of
Common Stock may be listed (except for official notice of issuance which shall
be immediately delivered by the Corporation upon each such issuance).

4B. Conversion Price.
----------------
The initial Conversion Price shall be $10.45. The Conversion Price
shall be subject to adjustment from time to time pursuant to this Section 4.
---------

4C. Adjustment to Conversion Price. The Conversion Price will be
------------------------------
adjusted as follows:

(i) If the per share price to the public of the Corporation's
Initial Public Offering is less than two and one-half times the then applicable
Conversion Price of the Preferred Stock, the Conversion Price will be adjusted
to an amount equal to 40% of the per share price of the Corporation's Initial
Public Offering.

(ii) If, prior to a Qualified IPO, the Corporation undergoes a
Fundamental Change which yields an amount which is less per Common Share than
two times the applicable

-5-
<PAGE>

Conversion Price at the time of Fundamental Change, the Conversion Price will be
adjusted to 50% of the price per share of the Fundamental Change.

(iii) If, prior to a Qualified IPO, the Corporation issues
Common Stock, warrants, options or similar securities at a price below the then
applicable Conversion Price (other than Securities issued to employees or
consultants as incentive compensation whether through a Corporation stock option
plan or otherwise), the Conversion Price will be adjusted to the issuing price
of such Common Stock and in the case of warrants, options or similar securities
(other than warrants, options or similar securities issued prior to the date
hereof), the Conversion Price will be adjusted to the sum of the issuing price
of such warrants, options, or new securities plus the additional consideration
payable to the Corporation upon exercise of such warrants, options or similar
securities; provided, that upon expiration of any such options or termination
any right to either exercise the warrants or convert similar securities, the
Conversion Price then in effect hereunder shall forthwith be increased to the
Conversion Price which would have been in effect at the time of such expiration
or termination had such option, warrant or similar security, to the extent
outstanding immediately prior to such expiration or termination, never been
issued. If the Corporation shall declare a dividend or make any other
distribution upon any stock of the Corporation payable in warrants, options or
similar securities, any warrants, options or similar securities, as the case may
be, issuable in payment of such dividend or distribution shall be deemed to have
been issued or sold without consideration to the extent no consideration is
required to be paid upon the exercise of such options or the exercise of such
warrants or similar securities.

(iv) If the Corporation at any time subdivides (by any stock
split, stock dividend, recapitalization or otherwise) one or more classes of its
outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision shall be
proportionately reduced, and if the Corporation at any time combines (by reverse
stock split or otherwise) one or more classes of is outstanding shares of Common
Stock into a smaller number of shares, the Conversion Price in effect
immediately prior to such combination shall be proportionately increased.

4D. Selection of Independent Appraiser.
----------------------------------

If the Fair Market Value of the Series A Preferred Stock is to be
determined by an Independent Appraiser, the directors other than those appointed
by the holders of the Series A Preferred Stock, and the holders of a majority of
the Series A Preferred Stock, each shall select an Independent Appraiser to make
the determination. If the determinations of Fair Market Value reached by both
Independent Appraisers vary by less than 20% of the higher determination, Fair
Market Value shall be the average of the two determinations. If the
determinations of Fair Market Value reached by both Independent Appraisers vary
by greater than 20% of the higher determination, Fair Market Value shall be
determined by a third Independent Appraiser selected jointly by the directors
other than those appointed by the holders of the Series A Preferred Stock and
the holders of a majority of the Series A Preferred Stock and the determination
of such Independent Appraiser shall be final and binding upon the parties, and
the Corporation and the holders of the Series A Preferred Stock shall pay the
fees and expenses of all such appraisers, payable one-half by the Corporation
and one-half by the holders of the Series A Preferred Stock on a pro rata basis;
provided that the Fair Market Value determined by the third Independent
- -------- ----
Appraiser is between the determination of Fair Market Value by the two other
Independent Appraisers selected and if such Fair Market Value is not between the
determination of Fair Market Value by the two other Independent Appraisers
selected, the Fair Market Value shall be such value

-6-
<PAGE>

determined by the originally selected Independent Appraiser which is nearest to
the determination may be the third Independent Appraiser.

4E. Notices.
-------

(i) Immediately upon any adjustment of the Conversion Price,
the Corporation shall give written notice thereof to all holders of Series A
Preferred Stock, setting forth in reasonable detail and certifying the
calculation of such adjustment.

(ii) The Corporation shall give written notice to all holders of
Series A Preferred Stock at least 10 days prior to the date on which the
Corporation closes its books or takes a record (a) with respect to any dividend
or distribution upon Common Stock, (b) with respect to any pro rata subscription
offer to holders of Common Stock or (c) for determining rights to vote with
respect to any Fundamental Change, dissolution or liquidation.

(iii) The Corporation shall also give written notice to the holders of
Series A Preferred Stock at least 10 days prior to the date on which any
Fundamental Change shall take place.

Section 5. Purchase Rights. If at any time the Corporation grants,
---------------
issues or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the "Purchase Rights"), then each holder of Series A
---------------
Preferred Stock shall be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock acquirable
upon conversion of such holder's Series A Preferred Stock immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.

Section 6. No Reissuance of Preferred. No shares of Preferred
--------------------------
acquired by this Corporation by reason of redemption, purchase, conversion or
otherwise shall be reissued.

2. Miscellaneous.
-------------

Section A. Registration of Transfer.
------------------------

The Corporation will keep at its principal office a register for the
registration of Series A Preferred Stock. Upon the surrender of any certificate
representing Series A Preferred Stock at such place, the Corporation will, at
the request of the record holder of such certificate, execute and deliver (at
the Corporation's expense) a new certificate or certificates in exchange
therefor representing in the aggregate the number of Shares represented by the
surrendered certificate. Each such new certificate will be registered in such
name and will represent such number of Shares as is requested by the holder of
the surrendered certificate and will be substantially identical in form to the
surrendered certificate.

Section B. Replacement.
-----------

Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder will be satisfactory) of the ownership
and the loss, theft, destruction or

-7-
<PAGE>

mutilation of any certificate evidencing Shares of any class of Series A
Preferred Stock, and in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Corporation (provided that
if the holder is an institutional investor its own agreement will be
satisfactory), or, in the case of any such mutilation upon surrender of such
certificate, the Corporation will (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
Shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate, and dividends will accrue on the Series A Preferred Stock
represented by such new certificate from the date to which dividends have been
fully paid on such lost, stolen, destroyed or mutilated certificate.

Section C. Definitions.
-----------

"Business Day" means a day, other than a Saturday or Sunday, on which the
------------
principal commercial banks located in New York are open for business during
normal banking hours.

"Common Stock" means the Corporation's Common Stock, par value $0.01 per
------------
share.

"Corporation" means GoAmerica, Inc., a Delaware corporation.
-----------

"Series A Preferred Stock" means the Corporation's Series A Preferred
------------------------
Stock, par value $0.01 per share.

"Fair Market Value" means, with respect to a Share, on any Business Day:
-----------------

(a) if the Common Stock is publicly traded at the time of
determination, the value determined by multiplying the number shares of
Common Stock into which all Shares are then convertible in accordance with
Section 4 by the average of the closing prices for the Common Stock on
---------
all domestic securities exchanges on which such security may at the time be
listed, or, if there have been no sales on any such exchange on such day,
the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted on
the NASDAQ system as of the close of trading on such day, or if on any day
such security is not quoted in the NASDAQ system, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-
counter market as reported by the National Quotation Bureau, Incorporated,
or any similar successor organization, in each such case averaged over a
period of twenty (20) days consisting of the day as of which "Fair Market
Value" is being determined and the nineteen (19) consecutive Business Days
prior to such day;

(b) if the Common Stock is being registered pursuant to an initial
Public Offering, for purposes of determining the adjustment to Conversion
Price in accordance with Section 4C in connection with such Liquidity Event
----------
and for disclosure purposes for the registration statement relating to such
Public Offering, Fair Market Value of the Series A Preferred Stock will be
determined by reference to the midpoint of the range of the initial Public
Offering price to the public as reflected on the applicable registration
statement; provided that such adjustment to Conversion Price will be
--------
further adjusted in

-8-
<PAGE>

accordance with Section 4C to reflect the Fair Market Value by reference to
----------
the initial Public Offering price on the day that the applicable
registration statement is declared effective by the Securities and Exchange
Commission; or

(c) if the Common Stock is not Publicly Traded at the time of
determination, the Fair Market Value of the Series A Preferred Stock will
be the fair value of the Series A Preferred Stock as determined jointly by
the directors other than those appointed by the holders of the Series A
Preferred Stock, taking into account their fiduciary duties, and the
holders of a majority of the Series A Preferred Stock. If such parties are
unable to reach an agreement within a reasonable period of time, such Fair
Market Value shall be determined by an Independent Appraiser chosen
pursuant to Section 4D.
----------

Any such determination made by an Independent Appraiser shall be made in
accordance with the procedures set forth in Section 4D.
----------

"Fundamental Change" means (a) a sale or transfer of more than 50% of the
------------------
assets of the Corporation on a consolidated basis in any transactions or series
of related transactions (other than in the ordinary course of business), or (b)
a sale or transfer of more than 50% of the capital stock of the Corporation on a
consolidated basis in any transactions or series of related transactions, and
(c) any merger or consolidation to which the Corporation is a party, except for
a merger in which the Corporation is the surviving entity and, after giving
effect to such merger, the holders of the Corporation's outstanding capital
stock (on a fully diluted basis) immediately prior to the merger will own the
Corporation's outstanding capital stock (on a fully diluted basis) having a
majority of the ordinary voting power to elect the Corporation's board of
directors.

"Independent Appraiser" shall mean an independent appraiser experienced in
---------------------
valuing securities selected by the Corporation and the holders of a majority of
the Series A Preferred Stock in accordance with Section 4D.
----------

"Junior Securities" means any of the Corporation's or any Subsidiaries'
-----------------
equity securities, including any warrants, options or right to acquire any such
equity security, other than the Series A Preferred Stock.

"Liquidation Value" of any Share as of any particular date will be $1,000.
-----------------

"Liquidity Event" means (a) a Public Offering; (b) the closing of any
---------------
merger, combination, consolidation or similar business transaction involving the
Corporation in which the holders of Common Stock immediately prior to such
closing are not the holders of a majority of the ordinary voting securities of
the surviving person in such transaction immediately after such closing (a
"Business Combination"); (c) the closing of any sale or transfer by the
--------------------
Corporation of all or substantially all of its assets to an acquiring person in
which the holders of Common Stock immediately prior to such closing are not the
holders of a majority of the ordinary voting securities of the acquiring person
immediately after such closing (an "Asset Sale"); or (d) the closing of any sale
----------
by the holders of Common Stock of an amount of Common Stock that equals or
exceeds a majority of the shares of Common Stock immediately prior to such
closing to a person in which the holders of the Common Stock immediately prior
to such

-9-
<PAGE>

closing are not the holders of a majority of the ordinary voting securities of
such person immediately after such closing (a "Stock Sale").
----------

"Market Float Trigger" means, following an initial Public Offering of the
--------------------
Corporation's common shares, the aggregate Fair Market Value of the Common Stock
held by the public exceeding $25,000,000, based on the average of the closing
prices for the Common Stock on all domestic securities exchanges on which such
security may at the time be listed, or, if there have been no sales on any such
exchange on such day, the average of the highest bid and the lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed, the average of the representative bid and asked prices quoted on
the NASDAQ system as of the close of trading on such day, or if on any day such
security is not quoted in the NASDAQ system, the average of the highest bid and
lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of twenty (20)
days consisting of the day as of which "Market Float Trigger" is being
determined and the nineteen (19) consecutive Business Days prior to such day.

"NASDAQ" shall mean the NASDAQ National Market or the NASDAQ Smallcap
------
Market.

"Person" means an individual, a partnership, a corporation, an
------
association, a joint stock Corporation, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.

"Public Offering" means any offering by the Corporation of its equity
---------------
securities to the public pursuant to an effective registration statement under
the Securities Act of 1933, as then in effect, or any comparable statement under
any similar federal statute then in force (other than a registration statement
on Forms S-4 or S-8, or any successor form thereto).

"Qualified IPO" means a firm commitment, underwritten Public Offering
-------------
pursuant to an effective registration statement under the Securities Act of the
Corporation's common shares to the public resulting in aggregate gross proceeds
of not less than $25,000,000 and a market valuation of the Common Stock of at
least $125,000,000.

"Share" means a share of Series A Preferred Stock.
-----

Section D. Amendment and Waiver.
--------------------

No amendment, modification or waiver will be binding or effective with
respect to any provision of subdivision I or II without the prior written
consent of the holders of at least 67% of the Series A Preferred Stock
outstanding at the time such action is taken; and provided that no such change
in the terms hereof may be accomplished by merger or consolidation of the
Corporation with another corporation unless the Corporation has obtained the
prior written consent of the holders of the applicable percentage of the Series
A Preferred Stock.

-10-
<PAGE>

Section E. Limitations. So long as any Shares of the Series A Preferred
-----------
Stock are outstanding, the Corporation shall not, without the affirmative vote
or the written consent of the holders of at least 51% of the Series A Preferred
Stock:

(a) create, authorize or issue any class or series of stock ranking
either as to payment of dividends or distribution of assets prior to or on
parity with the Series A Preferred Stock; or

(b) change the preferences, rights or powers with respect to the
Series A Preferred Stock so as to affect such stock adversely.

Section F. Notices.
-------

Except as otherwise expressly provided, all notices referred to herein will
be in writing and will be delivered by registered or certified mail, return
receipt requested, postage prepaid and will be deemed to have been given when so
mailed (i) to the Corporation, at its principal executive offices and (ii) to
any stockholder, at such holder's address as it appears in the stock records of
the Corporation (unless otherwise indicated by any such holder).

Section G. Effective Date. The effective date of this Certificate shall
--------------
be the date of filing with the Secretary of the State of Delaware.

FIFTH: Upon the consummation of an initial Public Offering, the initial
-----
Directors and the Directors thereafter elected by the holders of voting stock
shall, in accordance with the Corporation's By-laws, be classified in respect to
the time for which they shall severally serve on the Board of Directors by
dividing them into three staggered classes which shall be as nearly equal in
number as possible. Each member of each class shall serve for three-year terms.
At each annual meeting of the stockholders, the stockholders shall elect
Directors of the class which term then expires, to serve until the third
succeeding annual meeting. Except as otherwise provided in this Certificate of
Incorporation, each Director shall serve for the term for which elected and
until his or her successor shall be duly elected and shall qualify.

SIXTH: The name and mailing address of the sole incorporator is Francis J.
-----
Elenio c/o GoAmerica, Inc. 401 Hackensack Avenue, Hackensack, N.J. 07601.

SEVENTH: The Corporation is to have perpetual existence.
-------

EIGHTH: The following provisions are included for the management of the
------
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its Board of Directors and stockholders:

(i) The Board of Directors of the Corporation is expressly
authorized to adopt, amend or repeal the Bylaws of the
Corporation, subject to any limitation thereof contained in
the Bylaws. The stockholders also shall have the power to
adopt, amend or repeal the Bylaws of the Corporation;
provided, however, that, in addition to any vote of the
------- -------
holders of any class or series of stock of the Corporation
required by law or by this Certificate of Incorporation, the
affirmative

-11-
<PAGE>

vote of the holders of at least eighty percent (80%) of the
voting power of all of the then outstanding shares of the
capital stock of the Corporation entitled to vote generally
in the election of directors, voting together as a single
class, shall be required to adopt, amend or repeal any
provision of the Bylaws of the Corporation.

(ii) Upon the consummation of an initial Public Offering of
securities of the Corporation under the Securities Act,
stockholders of the Corporation may not take any action by
written consent in lieu of a meeting.

(iii) Special meetings of stockholders may be called at any
time only by the President, the Chairman of the Board of
Directors of the Corporation (if any) or a majority of the
Board of Directors of the Corporation. Business transacted
at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes set forth in the
notice of such special meeting.

(iv) The Board of Directors of the Corporation, when
evaluating any offer of another party (a) to make a tender
or exchange offer for any equity security of the Corporation
or (b) to effect a business combination, shall, in
connection with the exercise of its judgment in determining
what is in the best interests of the Corporation as a whole,
be authorized to give due consideration to any such factors
as the Board of Directors of the Corporation determines to
be relevant, including, without limitation:

(1) the interests of the Corporation's stockholders,
including the possibility that these interests might
be best served by the continued independence of the
Corporation;

(2) whether the proposed transaction might violate
federal or state laws;

(3) not only the consideration being offered in the
proposed transaction, in relation to the then current
market price for the outstanding capital stock of the
Corporation, but also to the market price for the
capital stock of the Corporation over a period of
years, the estimated price that might be achieved in a
negotiated sale of the Corporation as a whole or in
part or through orderly liquidation, the premiums over
market price for the securities of other corporations
in similar transactions, current political, economic
and other factors bearing on securities prices and the
Corporation's financial condition and future
prospects; and

(4) the social, legal and economic effects upon
employees, suppliers, customers, creditors and others
having similar relationships with the Corporation,
upon the communities in which the Corporation conducts
its business and upon the economy of the state, region
and nation.

In connection with any such evaluation, the Board of
Directors of the Corporation is authorized to conduct such
investigations and engage in such legal proceedings as the
Board of Directors of the Corporation may determine.

-12-
<PAGE>

(v) in addition to any vote of the holders of any class or
series of stock of the Corporation required by law or by
this Certificate of Incorporation, the affirmative vote of
the holders of at least eighty percent (80%) of the voting
power of all of the then outstanding shares of the capital
stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class,
shall be required to amend any provision of Articles EIGHTH
or NINTH of this Certificate of Incorporation.

NINTH: A director of the Corporation shall not be personally liable either
-----
to the Corporation or to any stockholder for monetary damages for breach of
fiduciary duty as a director, except (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions
which are not in good faith or which involve intentional misconduct or knowing
violation of the law, or (iii) for any matter in respect of which such director
shall be liable under Section 174 of Title 8 of the General Corporation Law of
the State of Delaware or any amendment thereto or successor provision thereto,
or (iv) for any transaction from which the director shall have derived an
improper personal benefit. Neither amendment nor repeal of this paragraph nor
the adoption of any provision of the Certificate of Incorporation inconsistent
with this paragraph shall eliminate or reduce the effect of this paragraph in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this paragraph of this Article, would accrue or arise, prior to such
amendment, repeal or adoption of an inconsistent provision.

TENTH: Election of directors need not be by written ballot.
-----

*********

-13-
<PAGE>

IN WITNESS WHEREOF, the undersigned, being the sole incorporator
hereinabove named, does hereby execute this Certificate of Incorporation this
1st day of December, 1999.

By: /s/ Francis J. Elenio
----------------------
Francis J. Elenio
Sole Incorporator

-14-

<PAGE>

EXHIBIT 5.1

David J. Sorin
(609) 987-6801
[email protected]

February 28, 2000

GoAmerica, Inc.
401 Hackensack Avenue
Hackensack, NJ 07601

Gentlemen:

In connection with the Registration Statement on Form S-1, as amended
(Registration No. 333-94801) (the "Registration Statement"), filed by GoAmerica,
Inc., a Delaware corporation (the "Company"), under the Securities Act of 1933,
as amended, relating to the initial public offering of an aggregate of up to
11,500,000 shares of the Company's Common Stock, $.01 par value, of which (a)
10,000,000 shares will be purchased by the underwriters from the Company; and
(b) up to 1,500,000 shares may be purchased by the underwriters from the
Company, if the underwriters exercise the option granted to them by the Company
to cover over-allotments (collectively, the "Shares"), we, as counsel for the
Company, have examined such corporate records, other documents, and questions of
law as we have considered necessary or appropriate for the purposes of this
opinion.

Upon the basis of such examination, we advise you that in our opinion, the
Shares to be issued and sold by the Company have been duly and validly
authorized and, when sold in the manner contemplated by the underwriting
agreement (the "Underwriting Agreement") filed as an exhibit to the Registration
Statement and upon receipt by the Company of payment therefor as provided in the
Underwriting Agreement, will be legally issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to this firm under the caption "Legal Matters" in
the Prospectus contained therein.

Very truly yours,

/s/ David J. Sorin
Corporation, by David J. Sorin, a Member of
the Firm

<PAGE>

EXHIBIT 10.18

GOAMERICA, INC.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
the 28th day of January, 2000, by and among GoAmerica, Inc., a Delaware
corporation (the "Company"), Dell USA L.P., a Texas limited partnership,
Carousel Capital Partners, L.P., a Delaware limited partnership, Forstmann
Little & Co. Equity Partnership - VI, L.P., a Delaware limited partnership,
("Forstmann Little") and Impact Venture Partners, L.P., a Delaware limited
partnership (referred to collectively herein as the "Investors" and each
individually as an "Investor").

RECITALS

WHEREAS, the Investors are purchasing shares of the Company's Series B
Convertible Preferred Stock, $.01 par value (the "Series B Preferred Stock"),
pursuant to that certain Series B Convertible Preferred Stock Purchase Agreement
(the "Purchase Agreement") of even date herewith (the "Investment");

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the
simultaneous execution and delivery of this Agreement; and

WHEREAS, in connection with the consummation of the Investment, the parties
desire to enter into this Agreement in order to grant certain registration
rights to the Investors as set forth below.

NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree hereto as follows:

SECTION 1. GENERAL.

1.1 Definitions. As used in this Agreement the following terms shall have
the following respective meanings:

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Form S-3" means such form under the Securities Act as in effect on
the date hereof or any successor or similar registration form under the
Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC.

"Holder" means any person owning of record Registrable Securities that
have not been sold to the public or any assignee of record of such Registrable
Securities in accordance with Section 2.9 hereof.
<PAGE>

"Initial Offering" means the Company's first firm commitment
underwritten public offering of its Common Stock registered under the Securities
Act.

"Prior Registration Rights Agreements" means (i) that certain
------------------------------------
Registration Rights Agreement, dated October 15, 1996, by and among the Company
and the investors party thereto; and (ii) that certain Registration Rights
Agreement, dated June 25, 1999, by and among the Company and the investors party
thereto.

"Qualified Initial Offering" means: (i) if within twelve months of
--------------------------
January 28, 2000, the closing of an underwritten public offering of Common Stock
at a public offering price of at least $57.50 per share (as adjusted for
subdivisions of the Common Stock, whether by stock split stock dividend or
otherwise) and gross proceeds to the Corporation in excess of $25,000,000; or
(ii) if after such date, the closing of an underwritten public offering of
Common Stock at a public offering price of at least $80.00 per share (as
adjusted for subdivisions of the Common Stock, whether by stock split stock
dividend or otherwise) and gross proceeds to the Corporation in excess of
$25,000,000.

"Register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.

"Registrable Securities" means (a) Common Stock of the Company issued
or issuable upon conversion of the Shares; and (b) any Common Stock of the
Company issued as (or issuable upon the conversion or exercise of any warrant,
right or other security which is issued as) a dividend or other distribution
with respect to, or in exchange for or in replacement of, such above-described
securities.

"Registrable Securities then outstanding" shall be the number of
shares determined by calculating the total number of shares of the Company's
Common Stock that are Registrable Securities and either (a) are then issued and
outstanding or (b) are issuable pursuant to then exercisable or convertible
securities.

"Registration Expenses" shall mean all expenses incurred by the
Company in complying with Sections 2.1, 2.2 and 2.3 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, reasonable fees and disbursements of a
single special counsel for the Holders selected by a majority of Holders
participating in a particular registration, blue sky fees and expenses and the
expense of any special audits incident to or required by any such registration
(but excluding (a) the compensation of regular employees of the Company which
shall be paid in any event by the Company and (b) Selling Expenses).

"SEC" or "Commission" means the Securities and Exchange Commission.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Selling Expenses" shall mean all underwriting discounts and selling
commissions applicable to the sale.

-2-
<PAGE>

"Shares" shall mean the Company's Series B Preferred Stock issued
pursuant to the Purchase Agreement and held by the Investors listed on Exhibit A
hereto and their permitted assigns.

"Special Registration Statement" shall mean a registration
statement relating to any employee benefit plan or with respect to any corporate
reorganization or other transaction under Rule 145 of the Securities Act.

SECTION 2. RESTRICTION.

2.1 Demand Registration.

(a) Subject to the conditions of this Section 2.1, if the Company
shall receive a written request from the Holders of at least fifty percent (50%)
of the Registrable Securities (the "Initiating Holders") that the Company file a
registration statement under the Securities Act covering the registration of at
least twenty percent (20%) of the Registrable Securities then outstanding (or a
lesser percent if the anticipated aggregate offering price, net of underwriting
discounts and commissions, would exceed $5,000,000), then the Company shall,
within thirty (30) days of the receipt thereof, give written notice of such
request to all Holders, and subject to the limitations of this Section 2.1,
effect, as expeditiously as reasonably possible, the registration under the
Securities Act of all Registrable Securities that the Holders request to be
registered.

(b) If the Initiating Holders intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to this Section 2.1
or any request pursuant to Section 2.3 and the Company shall include such
information in the written notice referred to in Section 2.1(a) or Section
2.3(a), as applicable. In such event, the right of any Holder to include its
Registrable Securities in such registration shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Company (which underwriter or
underwriters shall be reasonably acceptable to a majority in interest of the
Initiating Holders). Notwithstanding any other provision of this Section 2.1 or
Section 2.3, if the underwriter advises the Company that marketing factors
require a limitation of the number of securities to be underwritten (including
Registrable Securities) then the Company shall so advise all Holders of
Registrable Securities which would otherwise be underwritten pursuant hereto,
and the number of shares that may be included in the underwriting shall be
allocated to the Holders of such Registrable Securities on a pro rata basis
based on the number of Registrable Securities held by all such Holders
(including the Initiating Holders); provided, however, that the number of shares
of Registrable Securities to be included in such underwriting and registration
shall not be reduced unless all other securities of the Company or of those
stockholders permitted to participate in the offering pursuant to the terms of a
Prior Registration Rights Agreement are first entirely excluded from the
underwriting and registration. Any Registrable Securities excluded or withdrawn
from such underwriting shall be withdrawn from the registration.

-3-
<PAGE>

(c) In the event of dissolution of Forstmann Little or any of its
affiliates then holding Registrable Securities, or in the event that the Company
shall receive an opinion of counsel to Forstmann Little or any of its affiliates
then holding Registrable Securities, in form and substance reasonably
satisfactory to the Company, that the continued ownership of Registrable
Securities by Forstmann Little or any of its affiliates then holding Registrable
Securities would more likely than not: (i) result in a material violation of any
statute, rule, regulation, license, permit or similar approval or order of a
governmental authority that is applicable to Forstmann Little or any of its
affiliates then holding Registrable Securities; or (ii) subject Forstmann Little
or any of its affiliates then holding Registrable Securities to any penalty
material to any such entity under law or of any governmental authority, in any
such case that cannot be cured without a material cost to such entity; or (iii)
impair the "venture capital operating company" status of Forstmann Little or any
of its affiliates then holding such Registrable Securities, then the Company
shall, upon the written request of such entity, file a registration statement
under the Securities Act covering all, but not less than all, of the Registrable
Securities then held by such entity and effect the registration of such
Registrable Securities.

(d) The Company shall not be required to effect a registration pursuant to
this Section 2.1:

(i) prior to the date that is one hundred eighty (180) days following
the effective date of the registration statement pertaining to the Initial
Offering;

(ii) after the Company has effected one (1) registration pursuant to
this Section 2.1, and such registration has been declared or ordered effective
and kept effective by the Company as required by Section 2.5(a) of this
Agreement unless the registration was made pursuant to Section 2.1(c) and
provided, that a demand made pursuant to Section 2.1(c) hereof shall not qualify
as a registration for the purposes of this Section 2(d)(ii).

(iii) if the Company shall furnish to Holders requesting a
registration statement pursuant to this Section 2.1, a certificate signed by the
Chairman of the Board stating that in the good faith and reasonable judgment of
the Board of Directors of the Company, it would be seriously detrimental to the
Company and its stockholders for such registration statement to be effected at
such time, in which event the Company shall have the right to defer such filing
for a period of not more than ninety (90) days after receipt of the request of
the Initiating Holders; provided that such right to delay a request shall be
exercised by the Company not more than once in any twelve (12) month period; or

(iv) if the Initiating Holders propose to dispose of shares of
Registrable Securities that may be immediately registered on Form S-3 pursuant
to a request made pursuant to Section 2.3 below.

2.2 Piggyback Registrations. The Company shall notify all Holders of
Registrable Securities in writing at least fifteen (15) days prior to the filing
of any registration statement under the Securities Act for purposes of a public
offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding Special Registration Statements and the filing of a
Registration

-4-
<PAGE>

Statement in connection with a Qualified Initial Public Offering) and will
afford each such Holder an opportunity to include in such registration statement
all or part of such Registrable Securities held by such Holder as set forth
herein. Each Holder desiring to include in any such registration statement all
or any part of the Registrable Securities held by it shall, within fifteen (15)
days after the above-described notice from the Company, so notify the Company in
writing. Such notice shall state the intended method of disposition of the
Registrable Securities by such Holder as set forth herein. If a Holder decides
not to include all of its Registrable Securities in any registration statement
thereafter filed by the Company, such Holder shall nevertheless continue to have
the right to include any Registrable Securities in any subsequent registration
statement or registration statements as may be filed by the Company with respect
to offerings of its securities, all upon the terms and conditions set forth
herein.

(a) Underwriting. If the registration statement under which the
Company gives notice under this Section 2.2 is for an underwritten offering, the
Company shall so advise the Holders of Registrable Securities. In such event,
the right of any such Holder to be included in a registration pursuant to this
Section 2.2 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute
their Registrable Securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of the Agreement, if the underwriter determines in good faith that
marketing factors require a limitation of the number of shares to be
underwritten, the number of shares that may be included in the underwriting
shall be allocated first to all stockholders who are entitled to participate and
who have elected to participate in the offering whether pursuant to the terms of
this Agreement or pursuant to the terms of the Prior Registration Rights
Agreements on a pro rata basis based upon the total number of shares held by
each such Participating Stockholder that are subject to piggyback registration
rights pursuant hereto or thereto (the "Prior Securities"); second, to the
Company; and third, to any other stockholder of the Company on a pro rata basis.
Notwithstanding the foregoing, however, no such reduction shall reduce the
amount of securities of the selling Holders included in the registration below
twenty percent (20%) of the aggregate amount of securities of the selling
Holders so requested to be included in such registration, unless such offering
is the Qualified Initial Offering in which event no Holder shall have any right
to participate therein. If any Holder disapproves of the terms of any such
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the underwriter, delivered at least ten (10) business days prior
to the effective date of the registration statement. Any Registrable Securities
excluded or withdrawn from such underwriting shall be excluded and withdrawn
from the registration. For any Holder which is a partnership or corporation, the
partners, retired partners, stockholders, subsidiaries, parents and affiliates
of such Holder, or the estates and family members of any such partners and
retired partners and any trusts for the benefit of any of the foregoing person
shall be deemed to be a single "Holder", and any pro rata reduction with respect
to such "Holder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"Holder", as defined in this sentence.

(b) Right to Terminate Registration. The Company shall have the right
to terminate or withdraw any registration initiated by it under this Section 2.2
prior to the

-5-
<PAGE>

effectiveness of such registration whether or not any Holder has elected to
include securities in such registration. The Registration Expenses of such
withdrawn registration shall be borne by the Company in accordance with Section
2.4 hereof.

2.3 Form S-3 Registration. In case the Company shall receive from any
Holder or Holders of Registrable Securities a written request or requests that
the Company effect a registration on Form S-3 (or any successor to Form S-3) or
any similar short-form registration statement and any related qualification or
compliance with respect to all or a part of the Registrable Securities owned by
such Holder or Holders, the Company will:

(a) promptly give written notice of the proposed registration, and any
related qualification or compliance, to all other Holders of Registrable
Securities; and

(b) as soon as practicable, file such registration statement and use
its best efforts to have such registration statement declared effective and
obtain all such qualifications and compliances as may be so requested and as
would permit or facilitate the sale and distribution of all or such portion of
such Holder's or Holders' Registrable Securities as are specified in such
request, together with all or such portion of the Registrable Securities of any
other Holder or Holders joining in such request as are specified in a written
request given within fifteen (15) days after receipt of such written notice from
the Company; provided, however, that the Company shall not be obligated to
effect any such registration, qualification or compliance pursuant to this
Section 2.3:

(i) if Form S-3 is not available for such offering by the
Holders;

(ii) if the Holders, together with the holders of any other
securities of the Company entitled to inclusion in such registration, propose to
sell Registrable Securities and such other securities (if any) at an aggregate
price to the public of less than one million dollars ($1,000,000);

(iii) if the Company shall furnish to the Holders a certificate
signed by the Chairman of the Board of Directors of the Company stating that in
the good faith and reasonable judgment of the Board of Directors of the Company,
it would be seriously detrimental to the Company and its stockholders for such
Form S-3 registration to be effected at such time, in which event the Company
shall have the right to defer the filing of the Form S-3 registration statement
for a period of not more than sixty (60) days after receipt of the request of
the Holder or Holders under this Section 2.4; provided, that such right to delay
a request shall be exercised by the Company not more than once in any twelve
(12) month period;

(iv) after the Company has effected two (2) registrations on Form
S-3 pursuant to this Section 2.3 in any twelve (12) month period, and such
registrations have been declared or ordered effective; or

(v) in any particular jurisdiction in which the Company would be
required to qualify to do business or to execute a general consent to service of
process in effecting such registration, qualification or compliance.

-6-
<PAGE>

(c) Subject to the foregoing, the Company shall file a Form S-3
registration statement covering the Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the
request or requests of the Holders. Registrations effected pursuant to this
Section 2.3 shall not be counted as demands for registration or registrations
effected pursuant to Sections 2.1 or 2.2, respectively.

2.4 Expenses of Registration. Except as specifically provided herein, all
Registration Expenses incurred in connection with any registration,
qualification or compliance hereunder shall be borne by the Company. All Selling
Expenses incurred in connection with any registrations hereunder, shall be borne
by the holders of the securities so registered pro rata on the basis of the
number of shares so registered. The Company shall not, however, be required to
pay for expenses of any registration proceeding begun pursuant to Section 2.1 or
2.3, the request of which has been subsequently withdrawn by the Initiating
Holders unless (a) the withdrawal is based upon material adverse information
concerning the Company that the Company had not publicly revealed at least
forty-eight (48) hours prior to the Initiating Holders request or that the
Company had not otherwise notified the Initiating Holders of at the time of such
request or (b) the Holders of a majority of Registrable Securities agree to
forfeit their right to one requested registration pursuant to Section 2.1 or
Section 2.3, as applicable, in which event such right shall be forfeited by all
Holders). If the Holders are required to pay the Registration Expenses, such
expenses shall be borne by the holders of securities (including Registrable
Securities) requesting such registration in proportion to the number of shares
for which registration was requested. If the Company is required to pay the
Registration Expenses of a withdrawn offering pursuant to clause (a) above, then
the Holders shall not forfeit their rights pursuant to Section 2.1 or Section
2.3.

2.5 Obligations of the Company. Whenever required to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:

(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use all commercially reasonable
efforts to cause such registration statement to become effective, and, upon the
request of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for up to ninety (90)
days or, if earlier, until the Holder or Holders have completed the distribution
related thereto.

(b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement for the period set forth in paragraph (a) above.

(c) Furnish to the Holders such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them.

-7-
<PAGE>

(d) Use its commercially reasonable efforts to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holders; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions.

(e) In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter(s) of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing. The Company will use reasonable efforts to amend or supplement such
prospectus in order to cause such prospectus not to include any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing.

(g) Use its commercially reasonable efforts to furnish, on the date
that such Registrable Securities are delivered to the underwriters for sale, if
such securities are being sold through underwriters, (i) an opinion, dated as of
such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and (ii)
a letter dated as of such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering addressed to the underwriters.

2.6 Termination of Registration Rights. Except for the registration rights
set forth in Section 2.1(c) hereof, all registration rights granted under this
Section 2 shall terminate and be of no further force and effect seven (7) years
after the date of the Company's Qualified Initial Offering. In addition, a
Holder's registration rights shall expire if (a) the Company has completed its
Initial Offering and is subject to the provisions of the Exchange Act, (b) such
Holder (together with its affiliates, partners and former partners) holds less
than 1% of the Company's outstanding Common Stock (treating all shares of Series
B Preferred Stock on an as converted basis) and (c) all Registrable Securities
held by and issuable to such Holder (and its affiliates, partners, former
partners, members and former members) may be sold under Rule 144 during any
ninety (90) day period.

2.7 Delay of Registration; Furnishing Information.

(a) No Holder shall have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any
controversy that might arise with respect to the interpretation or
implementation of this Section 2.

-8-
<PAGE>

(b) It shall be a condition precedent to the obligations of the
Company to take any action pursuant to Section 2.1, 2.2 or 2.3 that the selling
Holders shall furnish to the Company such information regarding themselves, the
Registrable Securities held by them and the intended method of disposition of
such securities as shall be required to effect the registration of their
Registrable Securities.

(c) The Company shall have no obligation with respect to any
registration requested pursuant to Section 2.1 or Section 2.3 if the number of
shares or the anticipated aggregate offering price of the Registrable Securities
to be included in the registration does not equal or exceed the number of shares
or the anticipated aggregate offering price required to originally trigger the
Company's obligation to initiate such registration as specified in Section 2.1
or Section 2.3, whichever is applicable.

2.8 Indemnification. In the event any Registrable Securities are included
in a registration statement under Sections 2.1, 2.2 or 2.3:

(a) The Company will indemnify and hold harmless each Holder, the
partners, officers and directors of each Holder, any underwriter (as defined in
the Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively a
"Violation") by the Company: (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any Violation or alleged
Violation by the Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any state securities law in connection with the offering
covered by such registration statement (provided, however, that the Company will
not be required to indemnify any of the foregoing persons on account of any
losses, claims, damages or liabilities arising from a Violation if and to the
extent that such Violation was made in a preliminary prospectus and was
corrected in a subsequent prospectus that was required by law to be delivered to
the person making the claim with respect to which indemnification is sought
hereunder, and such subsequent prospectus was made available by the Company to
permit delivery of such prospectus in a timely manner, and such subsequent
prospectus was so delivered to such person); and the Company will pay as
incurred to each such Holder, partner, officer, director, underwriter or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 2.8(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Company, which consent shall not be unreasonably withheld,
nor shall the Company be liable in any such case for any such loss, claim,
damage, liability or action to the extent that it arises out of or is based upon
a Violation which occurs in reliance upon and in conformity with written

-9-
<PAGE>

information furnished expressly for use in connection with such registration by
such Holder, partner, officer, director, underwriter or controlling person of
such Holder.

(b) Each Holder will, if Registrable Securities held by such Holder are
included in the securities as to which such registration qualifications or
compliance is being effected, indemnify and hold harmless the Company, each of
its directors, its officers and each person, if any, who controls the Company
within the meaning of the Securities Act, any underwriter and any other Holder
selling securities under such registration statement or any of such other
Holder's partners, directors or officers or any person who controls such Holder,
against any losses, claims, damages or liabilities (joint or several) to which
the Company or any such director, officer, controlling person, underwriter or
other such Holder, or partner, director, officer or controlling person of such
other Holder may become subject under the Securities Act, the Exchange Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by such Holder under an instrument duly executed by such Holder and
stated to be specifically for use in connection with such registration; and each
such Holder will pay as incurred any legal or other expenses reasonably incurred
by the Company or any such director, officer, controlling person, underwriter or
other Holder, or partner, officer, director or controlling person of such other
Holder in connection with investigating or defending any such loss, claim,
damage, liability or action if it is judicially determined that there was such a
Violation; provided, however, that the indemnity agreement contained in this
Section 2.8(b) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld;
provided further, that in no event shall any indemnity under this Section 2.8
exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 2.8
of notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 2.8, deliver to the indemnifying party
a written notice of the commencement thereof and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party shall have the right to retain one counsel of
their own, with the reasonable fees and expenses of such counsel to be paid by
the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.8, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 2.8.

-10-
<PAGE>

(d) If the indemnification provided for in this Section 2.8 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any losses, claims, damages or liabilities referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall to the extent permitted by applicable law contribute to the amount paid or
payable by such indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the Violation(s) that resulted in such loss, claim, damage or
liability, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided, that in no event shall any contribution by a Holder hereunder exceed
the net proceeds from the offering received by such Holder.

(e) The obligations of the Company and Holders under this Section 2.8 shall
survive completion of any offering of Registrable Securities in a registration
statement and the termination of this Agreement. No Indemnifying Party, in the
defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such Indemnified Party of a release from all liability
in respect to such claim or litigation.

2.9 Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Agreement may be assigned by a
Holder to a transferee or assignee of Registrable Securities to which (a) there
is transferred to such transferee no less than twenty thousand (20,000) shares
of Registrable Securities, appropriately adjusted to reflect any stock splits,
stock dividends, subdivisions, reverse splits and similar events, (b) there is
transferred to such transferee at least ten percent (10%) of the shares of
Registrable Securities held by the Holder, (c) such transferee is an affiliate,
subsidiary or parent company of a party hereto or (d) such transferee or
transferees are partners of a Holder, who agree to act through a single
representative; provided, however, (i) the transferor shall, within ten (10)
days after such transfer, furnish to the Company written notice of the name and
address of such transferee or assignee and the securities with respect to which
such registration rights are being assigned and (ii) such transferee shall agree
to be subject to all restrictions set forth in this Agreement.

2.10 Amendment of Registration Rights. Any provision of this Section 2 may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Holders of a majority of the Registrable
Securities then outstanding. Any amendment or waiver effected in accordance with
this Section 2.10 shall be binding upon each Holder and the Company. By
acceptance of any benefits under this Section 2, Holders of Registrable
Securities hereby agree to be bound by the provisions hereunder.

2.11 Limitation on Subsequent Registration Rights. After the date of this
Agreement, the Company shall not, without the prior written consent of the
Holders of a majority

-11-
<PAGE>

of the Registrable Securities then outstanding, enter into any agreement with
any holder or prospective holder of any securities of the Company that would
grant such holder registration rights senior to or on parity with those granted
to the Holders hereunder.

2.12 "Market Stand-Off" Agreement; Agreement to Furnish Information. Each
Holder hereby agrees that such Holder shall not sell, transfer, make any short
sale of, grant any option for the purchase of, or enter into any hedging or
similar transaction with the same economic effect as a sale, any Common Stock
(or other securities) of the Company held by such Holder (other than those
included in the registration) for a period specified by the representative of
the underwriters of Common Stock (or other securities) of the Company not to
exceed one hundred eighty (180) days following the effective date of a
registration statement of the Company filed under the Securities Act with
respect to an Initial Public Offering, Qualified Initial Offering or other
underwritten public offering of the Company's Common Stock; provided that all
officers and directors of the Company and holders of at least five percent (5%)
of the Company's voting securities enter into similar agreements.

Each Holder agrees to execute and deliver such other agreements as may be
reasonably requested by the Company or the underwriter which are consistent with
the foregoing or which are necessary to give further effect thereto. In
addition, if requested by the Company or the representative of the underwriters
of Common Stock (or other securities) of the Company, each Holder shall provide,
within ten (10) days of such request, such information as may be required by the
Company or such representative in connection with the completion of any public
offering of the Company's securities pursuant to a registration statement filed
under the Securities Act. The obligations described in this Section 2.12 shall
not apply to a registration relating solely to employee benefit plans on Form
S-1 or Form S-8 or similar forms that may be promulgated in the future, or a
registration relating solely to a Commission Rule 145 transaction on Form S-4 or
similar forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other
securities) subject to the foregoing restriction until the end of said one
hundred eighty (180) day period. Each Holder agrees that any transferee of any
shares of Registrable Securities shall be bound by this Section 2.12.

2.13 Rule 144 Reporting. With a view to making available to the Holders the
benefits of certain rules and regulations of the SEC which may permit the sale
of the Registrable Securities to the public without registration, the Company
agrees to use its best efforts to:

(a) Make and keep public information available, as those terms are
understood and defined in SEC Rule 144 or any similar or analogous rule
promulgated under the Securities Act, at all times after the effective date of
the first registration filed by the Company for an offering of its securities to
the general public;

(b) File with the SEC, in a timely manner, all reports and other
documents required of the Company under the Exchange Act; and

(c) So long as a Holder owns any Registrable Securities, furnish to
such Holder forthwith upon request: a written statement by the Company as to its
compliance with the reporting requirements of said Rule 144 of the Securities
Act, and of the Exchange Act (at

-12-
<PAGE>

any time after it has become subject to such reporting requirements); a copy of
the most recent annual or quarterly report of the Company; and such other
reports and documents as a Holder may reasonably request in availing itself of
any rule or regulation of the SEC allowing it to sell any such securities
without registration.

SECTION 3. MISCELLANEOUS.

3.1 Governing Law. This Agreement shall be construed under Delaware General
Corporation Law as to matters of corporate law and, as to all other matters of
law, shall be governed and construed under the laws of the State of Delaware as
such laws are applied to agreements between Delaware residents entered into and
performed entirely in the State of Delaware.

3.2 Survival. The representations, warranties, covenants, and agreements
made herein shall survive any investigation made by any Holder and the closing
of the transactions contemplated hereby. All statements as to factual matters
contained in any certificate or other instrument delivered by or on behalf of
the Company pursuant hereto in connection with the transactions contemplated
hereby shall be deemed to be representations and warranties by the Company
hereunder solely as of the date of such certificate or instrument.

3.3 Successors and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors, and administrators of the parties hereto
and shall inure to the benefit of and be enforceable by each person who shall be
a holder of Registrable Securities from time to time; provided, however, that
prior to the receipt by the Company of adequate written notice of the transfer
of any Registrable Securities specifying the full name and address of the
transferee, the Company may deem and treat the person listed as the holder of
such shares in its records as the absolute owner and holder of such shares for
all purposes, including the payment of dividends or any redemption price.

3.4 Entire Agreement. This Agreement, the Purchase Agreement and the other
documents delivered pursuant thereto constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other in any manner by any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein.

3.5 Severability. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

3.6 Amendment and Waiver.

(a) Except as otherwise expressly provided, this Agreement may be
amended or modified only upon the written consent of the Company and the holders
of at least a majority of the Registrable Securities.

-13-
<PAGE>

(b) Except as otherwise expressly provided, the obligations of the
Company and the rights of the Holders under this Agreement may be waived only
with the written consent of the holders of at least a majority of the
Registrable Securities.

(c) Notwithstanding the foregoing, this Agreement may be amended with
only the written consent of the Company to include additional purchasers of
Shares as "Investors," "Holders" and parties hereto.

(d) For the purposes of determining the number of Holder or Investors
entitled to vote or exercise any rights hereunder, the Company shall be entitled
to rely solely on the list of record holders of its stock as maintained by or on
behalf of the Company.

3.7 Delays or Omissions. It is agreed that no delay or omission to exercise
any right, power, or remedy accruing to any Holder, upon any breach, default or
noncompliance of the Company under this Agreement shall impair any such right,
power, or remedy, nor shall it be construed to be a waiver of any such breach,
default or noncompliance, or any acquiescence therein, or of any similar breach,
default or noncompliance thereafter occurring. It is further agreed that any
waiver, permit, consent, or approval of any kind or character on any Holder's
part of any breach, default or noncompliance under the Agreement or any waiver
on such Holder's part of any provisions or conditions of this Agreement must be
in writing and shall be effective only to the extent specifically set forth in
such writing. All remedies, either under this Agreement, by law, or otherwise
afforded to Holders, shall be cumulative and not alternative.

3.8 Notices. All notices required or permitted hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed electronic mail or facsimile if
sent during normal business hours of the recipient; if not, then on the next
business day, (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt. All communications shall be
sent to the party to be notified at the address as set forth on the signature
pages hereof or Exhibit A hereto or at such other address as such party may
designate by ten (10) days advance written notice to the other parties hereto.

3.9 Priority of Registration Rights. Not withstanding anything herein to
the contrary, in the event of any conflict between the provisions of this
Agreement and the provisions of any of the Prior Registration Rights Agreements,
the provisions of this Agreement shall govern.

3.10 Attorneys' Fees. In the event that any suit or action is instituted to
enforce any provision in this Agreement, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

3.11 Titles and Subtitles. The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

-14-
<PAGE>

3.12 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

3.13 Mutual Drafting. This Agreement is the result of the joint efforts of
the Company and each of the Investors and each provision hereof has been subject
to the mutual consultation, negotiation and agreement of the parties and there
shall be no construction against any party based on any presumption of the
party's involvement in the drafting thereof.

[SIGNATURE PAGES FOLLOW]

-15-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this REGISTRATION
RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.

COMPANY:

GOAMERICA, INC.

By: /s/ Aaron Dobrinsky
------------------------------------------------

Print Name: Aaron Dobrinsky
----------------------------------------

Title: President and Chief Executive Officer
---------------------------------------------

Address: 401 Hackensack Avenue
Hackensack, NJ 07601
Attn: Aaron Dobrinsky, President

INVESTORS:

DELL USA L.P.

By: Dell Gen. P. Corp.
Its General Partner

By: /s/ Thomas H. Welch, Jr.
---------------------------------------
Name: Thomas H. Welch, Jr.
-------------------------------------
Title: Vice President and Deputy General Counsel
------------------------------------------

CAROUSEL CAPITAL PARTNERS, L.P.

By: Carousel Capital Company, LLC, its general partner

By: /s/ Nelson Schwab
---------------------------------------
Name: Nelson Schwab
-------------------------------------
Its: Managing Director
--------------------------------------

FORSTMANN LITTLE & CO. EQUITY PARTNERSHIP - VI, L.P.

By: FLC XXXII Partnership, L.P., its general partner

By: /s/ Thomas H. Lidler
---------------------------------------
Name: Thomas H. Lidler
-------------------------------------
Its: General Partner
--------------------------------------

<PAGE>

IMPACT VENTURE PARTNERS, L.P.

By: /s/ Adam Dell
--------------------------------------
Name: Adam Dell
------------------------------------
Its: Managing General Partner
-------------------------------------

<PAGE>

EXHIBIT A

SCHEDULE OF INVESTORS

Dell USA L.P. 324,028 shares
Carousel Capital Partners, L.P. 162,014 shares
Forstmann Little & Co. Equity Partnership - VI, LP 87,239 shares
Impact Venture Partners, L.P. 74,776 shares

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 23, 2000 in Amendment No. 1 to the
Registration Statement (Form S-1 No. 333-94801) and related Prospectus of Go
America, Inc. for the registration of 11,500,000 shares of its common stock.

/s/ Ernst & Young LLP
---------------------

MetroPark, New Jersey

February 25, 2000

<PAGE>
<ARTICLE> 5

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