Ex. 99.1

                     [FORM OF] SECOND AMENDED AND RESTATED
                           INVESTOR RIGHTS AGREEMENT

                                GOAMERICA, INC.

                       Dated as of ______________, 200__

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                               TABLE OF CONTENTS

                                                                            Page

1.    DEMAND REGISTRATIONS.....................................................1
      1.1.   Requests for Registration.........................................1
      1.2.   Demand Notice.....................................................2
      1.3.   Demand Registration Expenses......................................2
      1.4.   Short-Form Registrations..........................................2
      1.5.   Priority on Demand Registrations..................................3
      1.6.   Restrictions on Demand Registrations..............................3
      1.7.   Selection of Underwriters.........................................4
      1.8.   Other Registration Rights.........................................4

2.    PIGGYBACK REGISTRATIONS..................................................4
      2.1.   Right to Piggyback................................................4
      2.2.   Piggyback Expenses................................................4
      2.3.   Priority on Primary Registrations.................................5
      2.4.   Priority on Secondary Registrations...............................5

3.    REGISTRATION GENERALLY...................................................6
      3.1.   Registration Procedures...........................................6
      3.2.   Registration Expenses............................................10
      3.3.   Participation in Underwritten Offerings..........................11
      3.4.   Holdback Agreements..............................................11
             3.4.1.      Securityholder Holdback..............................11
             3.4.2.      Company Holdback.....................................12
      3.5.   Current Public Information.......................................12

4.    REGISTRATION INDEMNIFICATION............................................13
      4.1.   Indemnification by the Company...................................13
      4.2.   Indemnification by Holders of Registrable Securities.............13
      4.3.   Procedure........................................................14
      4.4.   Entry of Judgment; Settlement....................................14
      4.5.   Contribution.....................................................14
      4.6.   Other Rights.....................................................15

5.    TRANSFER RESTRICTiONS...................................................15
      5.1.   General Transfer Restrictions....................................15
      5.2.   Restrictions on Transfer.........................................16
             5.2.1.      Private Transfers....................................16
             5.2.2.      Public Transfers.....................................16
             5.2.3.      Pledge of Shares.....................................16
      5.3.   Automatic Conversion Upon Certain Transfers......................16
             5.3.1.      Transfers by Holders of Series A Preferred
                         Stock other than Clearlake Investors.................16
             5.3.2.      Transfers by Clearlake Investors.....................16

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             5.3.3.      No Additional Action Required........................17
      5.4.   Stop Transfer Instructions.......................................17

6.    PREEMPTIVE RIGHTS.......................................................17
      6.1.   Offering.........................................................17
      6.2.   Expiration of Subscription Period................................18
      6.3.   New Securities...................................................18

7.    INFORMATION RIGHTS......................................................19

8.    STOCKHOLDER AGREEMENTS..................................................19
      8.1.   Board Composition................................................19
      8.2.   Amendment to the Certificate of Incorporation....................20
      8.3.   No Company Obligations...........................................20

9.    EXPENSES................................................................20

10.   DEFINITIONS.............................................................20

11.   MISCELLANEOUS...........................................................24
      11.1.  No Inconsistent Agreements.......................................24
      11.2.  Remedies.........................................................24
      11.3.  Amendment and Waiver.............................................24
      11.4.  Successors and Assigns; Transferees..............................25
      11.5.  Severability.....................................................26
      11.6.  Counterparts.....................................................26
      11.7.  Descriptive Headings.............................................26
      11.8.  Notices..........................................................26
      11.9.  Delivery by Facsimile............................................27
      11.10. Governing Law....................................................27
      11.11. Jurisdiction; Submission to Jurisdiction; Waivers................27
      11.12. Waiver of Jury Trial.............................................27
      11.13. Termination......................................................28

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              SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

      This  Second  Amended  and  Restated   Investor  Rights   Agreement  (this
"Agreement") is made as of  ____________,  200__ (the  "Effective  Date") by and
among:

      (i)   GoAmerica,   Inc.,  a  Delaware   corporation   (together  with  its
            successors and permitted assigns, the "Company");

      (ii)  Each of the shareholders of the Company listed on Schedule A to this
            Agreement and their Permitted Transferees under this Agreement (each
            a "Clearlake Investor" and, collectively the "Clearlake Investors");

      (iii) Each of the shareholders of the Company listed on Schedule B to this
            Agreement  (each  a  "HOVRS  Party"  and,  collectively  the  "HOVRS
            Parties"); and

      (iv)  such other  Persons,  if any, that from time to time become  parties
            hereto pursuant to Section 11.4 hereof (collectively,  together with
            the Clearlake Investors, the "Investors").

                                    RECITALS

      WHEREAS,  the  Company  and the  Clearlake  Investors  are parties to that
certain Stock Purchase  Agreement dated as of August 1, 2007 (the "Initial Stock
Purchase  Agreement"),  pursuant  to which the Company  issued to the  Clearlake
Investors  290,135 shares of Series A Preferred Stock of the Company,  par value
$.01 per share.

      WHEREAS,  the  Company  and the  Clearlake  Investors  are parties to that
certain Amended and Restated Stock Purchase  Agreement dated as of September 12,
2007 (the  "Acquisition  Stock Purchase  Agreement" and,  collectively  with the
Initial Stock Purchase  Agreement,  the "Clearlake Stock Purchase  Agreements"),
pursuant  to which the Company  has agreed to sell to the  Clearlake  Investors,
subject  to the  satisfaction  or waiver of the  conditions  specified  therein,
7,446,809 additional shares of Series A Preferred Stock of the Company.

      WHEREAS, the parties hereto desire to enter into this Agreement to provide
for the investor and governance rights set forth herein.  Unless otherwise noted
in this  Agreement,  capitalized  terms used herein  shall have the meanings set
forth in Section 10.

                                    AGREEMENT

      NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

1. DEMAND REGISTRATIONS.

      1.1.  Requests  for  Registration.  At any time a Clearlake  Investor  may
initiate the  registration  of Common  Stock to be sold in a Public  Offering (a
"Demand  Registration").  Subject to the other  provisions  of this Section 1, a
Clearlake  Investor may initiate (on behalf of itself, any of its Affiliates and
other holders of Registrable  Securities) three (3) registrations of all or part
of  their  Registrable  Securities  on  Form  S-1 or any  similar  or  successor
long-form


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registration  ("Long-Form  Registrations"),  and,  if the Company is eligible to
utilize  a   registration   statement   on  Form  S-3  for  resales  by  selling
stockholders,  an  unlimited  (but no more  than two such  registrations  in any
twelve month period) number of registrations of all or part of their Registrable
Securities  on Form S-3 or any  similar  or  successor  short-form  registration
("Short-Form  Registrations");  provided in each case that the  aggregate  gross
offering price of the Registrable  Securities  requested to be registered in any
Long Form  Registration  pursuant to this  Section  must be at least  $5,000,000
unless the Registrable  Securities requested to be registered  constitute all of
the  Registrable  Securities  then  held  by  such  Clearlake  Investor  and its
Affiliates;  and provided,  further, that the Company shall have no liability to
any Investor or HOVRS Party with respect to any  conditions  that the Securities
and  Exchange  Commission  may impose  with  respect  to any such  registration,
including any conditions that the Securities and Exchange  Commission may impose
upon the utilization of Rule 415 in connection with any such registration.

      1.2. Demand Notice. All requests for Demand Registrations shall be made by
giving  written  notice to the Company (a "Demand  Notice").  Each Demand Notice
shall specify the approximate number of Registrable  Securities  requested to be
registered.  Within ten (10) days after receipt of any such Demand  Notice,  the
Company will give written notice of such requested registration to (i) all other
holders of  Registrable  Securities and (ii) to all Holders under and as defined
in that certain Lock-Up and Registration Rights Agreement, dated as of ________,
200_,  by and among the  Company and  certain of the HOVRS  Parties  (the "HOVRS
Registration  Rights  Agreement" and each such Holder, a "HOVRS  Holder"),  and,
subject to Section 1.5, the Company will use its commercially reasonable efforts
to  include  in  such  registration  (and  in  all  related   registrations  and
qualifications  under blue sky laws or in  compliance  with  other  registration
requirements and in any related underwriting) all Registrable Securities and all
Registrable  Securities  under and as defined in the HOVRS  Registration  Rights
Agreement ("HOVRS Registrable Securities") with respect to which the Company has
received  written  requests  for  inclusion  therein  within  15 days  after the
delivery of the Company's notice.

      1.3. Demand Registration  Expenses.  The Company will pay all Registration
Expenses in connection with any registration initiated as a Demand Registration,
whether or not it has become effective.

      1.4.  Short-Form  Registrations.  Subject to the  qualifications set forth
herein  and  subject  to  any  limitations  that  the  Securities  and  Exchange
Commission may impose, (i) Demand Registrations will be Short-Form Registrations
whenever the Company is permitted to use any applicable  short-form  (unless the
managing underwriter(s) of such offering requests the Company to use a Long-Form
Registration  in order  to sell  all of the  Registrable  Securities  and  HOVRS
Registrable  Securities  requested to be sold) and (ii) the Clearlake  Investors
may, in connection with any Demand  Registration  requested by such holders that
is a  Short-Form  Registration,  require  the  Company  to use its  commercially
reasonable efforts to file such Short-Form  Registration with the Securities and
Exchange  Commission  in  accordance  with and  pursuant  to Rule 415  under the
Securities Act (or any successor rule then in effect) including,  if the Company
is then  eligible,  as an  automatic  shelf  registration  statement  (any  such
Short-Form  Registration,  a "Shelf Registration").  Notwithstanding anything in
this  Agreement to the  contrary,  if the  Securities  and  Exchange  Commission
refuses to declare a  registration  statement  filed  pursuant to this Agreement
effective  as a valid  secondary  offering  under  Rule 415 due to

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the number of Registrable  Securities and HOVRS Registrable  Securities included
in such registration  statement relative to the number of shares of Common Stock
outstanding  or the  number  of  outstanding  shares  of  Common  Stock  held by
non-affiliates or for any other reason,  then,  without any liability under this
Agreement  or  any  further  obligation  to  register  such  excess  Registrable
Securities and HOVRS Registrable  Securities,  the Company shall be permitted to
reduce the number of  Registrable  Securities and HOVRS  Registrable  Securities
included in such registration statement (pro rata, based on the number of shares
requested to be registered, among the holders of such Registrable Securities and
HOVRS  Registrable  Securities) to an amount that does not exceed an amount that
the Securities  and Exchange  Commission  allows for the offering  thereunder to
qualify as a valid  secondary  offering under Rule 415. The Company shall not be
liable for damages  under this  Agreement as to any  Registrable  Securities  or
HOVRS  Registrable  Securities  which are not  permitted by the  Securities  and
Exchange Commission to be included in a registration statement due to Securities
and Exchange Commission guidance relating to Rule 415.

      1.5.  Priority on Demand  Registrations.  The Company shall not include in
any Demand  Registration any securities which are not Registrable  Securities or
HOVRS  Registrable  Securities  without the prior receipt of Majority  Clearlake
Investor Approval.  If a Demand Registration is an underwritten offering and the
managing  underwriter(s)  advises the Company  that in its opinion the number of
Registrable  Securities  and HOVRS  Registrable  Securities  and,  if  permitted
hereunder,  other securities,  requested to be included in such offering exceeds
the number of Registrable Securities and other securities,  if any, which can be
sold therein without adversely affecting the marketability of the offering, then
the Company  shall include in such  registration,  (a) prior to the inclusion of
any  securities  that  are  not  Registrable  Securities  or  HOVRS  Registrable
Securities,   the  number  of  Registrable   Securities  and  HOVRS  Registrable
Securities  requested to be included in such  offering  that,  in the opinion of
such  managing  underwriter,   can  be  sold  without  adversely  affecting  the
marketability of the offering, pro rata (based on the number of shares requested
to be registered)  among the respective  holders  thereof,  provided that if the
number of  securities  that are  Registrable  Securities  and HOVRS  Registrable
Securities that are included in such offering are less than 75% of the number of
securities  that are  Registrable  Securities and HOVRS  Registrable  Securities
requested to be included in such  offering,  such  offering  shall not count for
purposes of  calculating  the number of Long-Form  Registrations  initiated by a
Majority  Clearlake  Investor,  and  (b)  only  then  securities  that  are  not
Registrable  Securities  or  HOVRS  Registrable  Securities,   if  the  managing
underwriter(s) has advised that such securities may be included.

      1.6.  Restrictions  on  Demand  Registrations.  The  Company  will  not be
obligated to effect any Demand  Registration within 90 days after the closing of
a  Public  Offering  (other  than on Form S-4 or Form  S-8 or any  successor  or
similar form, but including the closing of an underwritten distribution pursuant
to a Shelf Registration), except that if such Public Offering is an underwritten
offering and the managing  underwriter of such Public Offering determines that a
longer period,  not to exceed 180 days, is reasonably  necessary in its opinion,
then such  restricted  period shall  continue for the period  designated  by the
managing underwriter, provided that such period shall not extend beyond 180 days
after the closing of such Public Offering. The Company may postpone for up to 45
days  (from  the date of the  request)  the  filing  or the  effectiveness  of a
registration  statement for a Demand  Registration if and so long as the Company
determines that such Demand Registration would reasonably be expected to have an
adverse effect on any

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proposal  or plan by the  Company  or any of the  Subsidiaries  to engage in any
acquisition  or  disposition  of assets  (other than in the  ordinary  course of
business) or any merger,  consolidation,  tender offer, registration or issuance
of  securities,  financing or other  material  transaction.  The Company may not
postpone  a Demand  Registration  more  than two (2)  times in any  twelve-month
period.

      1.7.  Selection  of  Underwriters.  The  Clearlake  Investor(s)  selling a
majority of the Registrable  Securities to be sold by all Clearlake Investors in
a  Demand  Registration  will  have the  right  to  select  the  underwriter  or
underwriters  to administer  the offering,  provided that such selection will be
subject to the approval of the board of directors of the Company (the  "Board"),
which approval will not be unreasonably withheld.

      1.8. Other  Registration  Rights. The Company represents and warrants that
it is not a party to, or  otherwise  subject  to, any other  agreement  granting
registration rights to any other Person with respect to any equity securities of
the  Company,  other  than  this  Agreement  and the HOVRS  Registration  Rights
Agreement.  Except as provided in this Agreement, the Company shall not grant to
any Person the right to request the Company to register any equity securities of
the Company,  or any securities  convertible or exchangeable into or exercisable
for such securities,  without Majority Clearlake Investor Approval approving the
grant of  registration  rights for such  securities;  provided that without such
approval,  subject  to  Section  6, (a) the  Company  may grant  rights to other
Persons to participate in Demand  Registrations  and Piggyback  Registrations so
long as such rights are  subordinate to the rights of the holders of Registrable
Securities   with   respect  to  such   Demand   Registrations   and   Piggyback
Registrations;  (b) the  Company  may grant  rights to other  Persons to request
registrations  so long as the holders of Registrable  Securities are entitled to
participate in any such registrations with such Persons pro rata on the basis of
the number of Common  Stock owned by each such  holder;  and (c) the Company may
enter into the HOVRS Registration Rights Agreement.

2. PIGGYBACK REGISTRATIONS.

      2.1. Right to Piggyback.  Whenever the Company proposes to register any of
its equity  securities  under the  Securities  Act (other than (a) pursuant to a
Demand Registration, (b) in connection with registration on Form S-4 or Form S-8
or any successor or similar form or (c) in connection  with the  registration of
shares  on Form  S-3 with  respect  to a  dividend  reinvestment  plan)  and the
registration  form to be used may be used for the  registration  of  Registrable
Securities (a "Piggyback  Registration"),  the Company will give prompt  written
notice to all holders of Registrable  Securities of its intention to effect such
a registration  and, subject to Sections 2.3 and 2.4 below, will include in such
registration  all  Registrable  Securities with respect to which the Company has
received  written  requests  for  inclusion  therein  within  15 days  after the
delivery of the  Company's  notice.  Each such Company  notice shall specify the
approximate  number  of  Company  equity  securities  to be  registered  and the
anticipated per share price range for such offering.

      2.2. Piggyback Expenses. The Company will pay all Registration Expenses in
connection   with  all  Piggyback   Registrations,   whether  or  not  any  such
registration becomes effective.

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      2.3. Priority on Primary Registrations.  If a Piggyback Registration is an
underwritten  primary  registration  on behalf of the Company  and the  managing
underwriter(s)  advises the Company that in its opinion the number of securities
requested  to be included in such  registration  exceeds the number which can be
sold in such offering  without  adversely  affecting the  marketability  of such
offering,  the  Company  will  include  in such  registration:  (a)  first,  the
securities the Company proposes to sell, (b) second, the Registrable  Securities
and HOVRS Registrable  Securities requested to be included in such registration,
pro rata (based on the number of shares  requested to be  registered)  among the
holders of such Registrable Securities and HOVRS Registrable Securities, and (c)
third,  but only if all of the  Registrable  Securities  and  HOVRS  Registrable
Securities  requested to be included in such  registration  are included in such
registration,  the  other  securities  requested  to be  included  in  the  such
registration in the manner determined by the Company and such shareholders.

      2.4. Priority on Secondary Registrations.

      (a) If a Piggyback  Registration is an underwritten secondary registration
on  behalf  of  holders  of  HOVRS  Registrable  Securities,  and  the  managing
underwriter(s)  advises the Company that in its opinion the number of securities
requested  to be included in such  registration  exceeds the number which can be
sold in such  offering  without  adversely  affecting the  marketability  of the
offering,  the  Company  will  include  in such  registration:  (a)  first,  the
Registrable Securities and HOVRS Registrable Securities requested to be included
therein by the holders  requesting  registration,  pro rata among the holders of
such  Registrable  Securities  and HOVRS  Registrable  Securities  (based on the
number of shares requested to be registered), (b) second, but only if all of the
Registrable Securities and HOVRS Registrable Securities requested to be included
in such registration are included in such registration,  securities requested by
the  Company to be  included  in such  registration  to the extent the  managing
underwriter(s) advises the Company that such inclusion will not adversely affect
the  marketability  of the  offering,  and  (c)  third,  but  only if all of the
Registrable Securities and HOVRS Registrable Securities requested to be included
in such registration and all securities  requested by the Company to be included
in such  registration  are  included  in  such  registration,  other  securities
requested  to be  included in such  registration,  pro rata among the holders of
such other  securities  permitted  to have  their  securities  included  in such
registration on the basis of the number of shares owned by each such holder,  to
the extent the managing  underwriter(s)  advises the Company that such inclusion
will not adversely affect the marketability of the offering.

      (b) If a Piggyback  Registration is an underwritten secondary registration
on  behalf  of  holders  of  Company  securities  (other  than  the  holders  of
Registrable Securities or the holders of HOVRS Registrable Securities),  and the
managing  underwriter(s)  advises the Company  that in its opinion the number of
securities  requested  to be  included in such  registration  exceeds the number
which can be sold in such offering without adversely affecting the marketability
of the offering,  the Company will include in such registration:  (a) first, the
securities   requested  to  be  included  therein  by  the  holders   requesting
registration,  (b) second, but only if all of the securities described in clause
(a) are included in such registration, securities requested by the Company to be
included in such registration, to the extent the managing underwriter(s) advises
the Company that such inclusion will not adversely  affect the  marketability of
the  offering,  and (c) third,  but only if all of the  securities  described in
clauses (a) and (b) are included in such registration,  Registrable  Securities,
HOVRS  Registrable  Securities and other securities  requested to be

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included in such  registration,  pro rata among the holders of such  Registrable
Securities,  the holders of such HOVRS Registrable Securities and the holders of
such other  securities  permitted  to have  their  securities  included  in such
registration on the basis of the number of shares owned by each such holder,  to
the extent the managing  underwriter(s)  advises the Company that such inclusion
will not adversely affect the marketability of the offering.

3. REGISTRATION GENERALLY.

      3.1.  Registration   Procedures.   Whenever  the  holders  of  Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this  Agreement,  the  Company  will  use its  best  efforts  to  effect  the
registration and the sale of such Registrable  Securities in accordance with the
intended method of disposition  thereof and pursuant thereto the Company will as
expeditiously as reasonably practicable:

                  (a)  prepare  and  (within 60 days after the end of the period
            within which  requests for  inclusion  in such  registration  may be
            given  to  the  Company)  file  with  the  Securities  and  Exchange
            Commission a registration statement with respect to such Registrable
            Securities  and thereafter use  commercially  reasonable  efforts to
            cause such registration statement to become effective (provided that
            before  filing  a  registration   statement  or  prospectus  or  any
            amendments  or  supplements  thereto,  the Company  will  furnish to
            counsel  selected by the Clearlake  Investors owning the Registrable
            Securities to be included in any Demand  Registration  copies of all
            such documents proposed to be filed, which documents will be subject
            to review by such counsel);

                  (b)  prepare  and  file  with  the   Securities  and  Exchange
            Commission  such  amendments and  supplements  to such  registration
            statement and the prospectus used in connection  therewith as may be
            necessary (i) to keep such  registration  statement  effective for a
            period (A) of not less than 180 days (subject to extension  pursuant
            to Section 3.3(b)) or, if such registration  statement relates to an
            underwritten  offering,  such  longer  period as in the  opinion  of
            counsel for the  underwriters  a prospectus is required by law to be
            delivered in connection  with sales of Registrable  Securities by an
            underwriter or dealer,  or (B) in the case of a Shelf  Registration,
            ending  on the  earliest  of (I) the date on which  all  Registrable
            Securities have been sold pursuant to the Shelf Registration or have
            otherwise  ceased  to be  Registrable  Securities,  (II) the  second
            anniversary of the effective date of such Shelf Registration,  (III)
            such other date determined by the Majority  Clearlake  Investors and
            (IV) when all such Registrable  Securities are freely saleable under
            Rule 144(k)  under the  Securities  Act, and (ii) to comply with the
            provisions of the Securities Act with respect to the  disposition of
            all securities  covered by such  registration  statement  until such
            time as all of such  securities  have been disposed of in accordance
            with the intended  methods of  disposition  by the seller or sellers
            thereof set forth in such registration statement;

                  (c) cause (i) any issuer  free  writing  prospectus  to comply
            with the information and legending  requirements under paragraph (c)
            of  Rule  433  and to be  accompanied  or  preceded  by a  statutory
            prospectus to the extent  required under

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            Rule 433, and (ii) any free writing prospectus or issuer information
            contained in a free writing  prospectus  required to be filed by the
            Company with the Securities and Exchange  Commission under paragraph
            (d)  under  Rule  433  to  be  so  filed  in  accordance  with  such
            requirements;

                  (d)  furnish to each  seller of  Registrable  Securities  such
            number of copies of such registration statement,  each amendment and
            supplement  thereto,  in each case,  to the extent not  available on
            EDGAR,  the  prospectus  included  in  such  registration  statement
            (including   each   preliminary   prospectus),   each  free  writing
            prospectus used in connection with such registration, and such other
            documents  as  such  seller  may  reasonably  request  in  order  to
            facilitate the  disposition of the Registrable  Securities  owned by
            such  seller,  but in all  cases  only  if  such  documents  are not
            available on EDGAR;

                  (e)  use  its  best   efforts  to  register  or  qualify  such
            Registrable  Securities under such other securities or blue sky laws
            of such States as any seller reasonably  requests and do any and all
            other acts and things which may be reasonably necessary or advisable
            to  enable  such  seller  to  consummate  the  disposition  in  such
            jurisdictions  of the  Registrable  Securities  owned by such seller
            (provided  that the  Company  will not be  required  to (i)  qualify
            generally  to do  business  in any  jurisdiction  where it would not
            otherwise  be  required  to qualify  but for this  subsection,  (ii)
            subject  itself to taxation in respect of doing business in any such
            jurisdiction  or (iii) consent to general  service of process in any
            such jurisdiction);

                  (f)   promptly   notify  each   seller  of  such   Registrable
            Securities,  at any  time  when a  prospectus  relating  thereto  is
            required to be delivered  under the  Securities  Act, upon discovery
            that,  or upon the  discovery  of the  happening  of any  event as a
            result  of  which,  the  prospectus  included  in such  registration
            statement  contains an untrue  statement of a material fact or omits
            any fact necessary to make the statements  therein not misleading in
            the light of the  circumstances  under which they were made, and, at
            the request of any such seller, the Company will prepare and furnish
            to such  seller a  reasonable  number of copies of a  supplement  or
            amendment to such prospectus so that, as thereafter delivered to the
            prospective   purchasers  of  such  Registrable   Securities,   such
            prospectus  will not contain an untrue  statement of a material fact
            or omit to state any fact necessary to make the  statements  therein
            not  misleading in the light of the  circumstances  under which they
            were made;

                  (g) use best efforts to cause all such Registrable  Securities
            to be listed on each  securities  exchange or market system on which
            similar securities issued by the Company are then listed and, if not
            so listed, to be listed on the NASD automated  quotation system and,
            if listed on the NASD automated  quotation system,  use commercially
            reasonable  efforts to secure  designation  of all such  Registrable
            Securities  covered  by  such  registration   statement  as  a  "NMS
            Security" within the meaning of Rule 600(b)(46) of Regulation NMS of
            the

                                       7
<PAGE>

            Securities  and Exchange  Commission  or,  failing  that,  to secure
            NASDAQ authorization for such Registrable Securities;

                  (h)  provide  a  transfer  agent  and  registrar  for all such
            Registrable  Securities  not later than the  effective  date of such
            registration statement;

                  (i)  enter   into   such   customary   agreements   (including
            underwriting  agreements in customary  form) and take all such other
            actions  as  the  Clearlake  Investors  owning  a  majority  of  the
            Registrable  Securities  to be included in the  registration  or the
            underwriters,  if any,  reasonably  request in order to  expedite or
            facilitate the  disposition of such  Registrable  Securities  (which
            might include effecting a share split or a combination of shares);

                  (j) make available for inspection by any seller of Registrable
            Securities,   any  underwriter   participating  in  any  disposition
            pursuant to such registration statement and any attorney, accountant
            or other  agent  retained  by any such  seller or  underwriter,  all
            financial  and other  records,  pertinent  corporate  documents  and
            properties  of  the  Company,  and  cause  the  Company's  officers,
            directors,  employees  and  independent  accountants  to supply  all
            information  reasonably  requested by any such seller,  underwriter,
            attorney,  accountant or agent in connection with such  registration
            statement,  and to cooperate and participate as reasonably requested
            by any such seller in road show presentations, in the preparation of
            the registration  statement,  each amendment and supplement thereto,
            the prospectus included therein, and other activities as such seller
            may reasonably request in order to facilitate the disposition of the
            Registrable Securities owned by such seller;

                  (k) otherwise use  commercially  reasonable  efforts to comply
            with all  applicable  rules and  regulations  of the  Securities and
            Exchange Commission,  and make available to its security holders, as
            soon as reasonably  practicable,  but not later than 18 months after
            the  effective  date  of the  registration  statement,  an  earnings
            statement  covering the period of at least twelve  months  beginning
            with the first day of the  Company's  first  full  calendar  quarter
            after  the  effective  date  of the  registration  statement,  which
            earnings  statement shall satisfy the provisions of Section 11(a) of
            the Securities Act and Rule 158 thereunder;

                  (l) in the event of the issuance of any stop order  suspending
            the  effectiveness  of a  registration  statement,  or of any  order
            suspending  or  preventing  the  use of any  related  prospectus  or
            suspending  the  qualification  of any  Securities  included in such
            registration  statement  for sale in any  jurisdiction,  the Company
            will use  commercially  reasonable  efforts  promptly  to obtain the
            withdrawal of such order;

                  (m) obtain one or more comfort  letters,  dated the  effective
            date of  such  registration  statement  (and,  if such  registration
            includes  an  underwritten  public  offering,  dated the date of the
            closing under the underwriting  agreement),  signed by the Company's
            independent  registered  public  accounting firm in the

                                       8
<PAGE>

            then-current  customary  form and covering  such matters of the type
            customarily  covered  from time to time by  comfort  letters  as the
            holders  of a  majority  of the  Registrable  Securities  being sold
            reasonably request;

                  (n) provide a legal opinion of the Company's  outside counsel,
            dated the effective  date of such  registration  statement  (and, if
            such registration  includes an underwritten  public offering,  dated
            the date of the  closing  under the  underwriting  agreement),  with
            respect to the registration statement, each amendment and supplement
            thereto,  the prospectus included therein (including the preliminary
            prospectus)  and  such  other  documents  relating  thereto  in  the
            then-current  customary  form and covering  such matters of the type
            customarily  covered  from  time to time by legal  opinions  of such
            nature (in a form reasonably acceptable to the holders of a majority
            of the Registrable Securities included in the registration);

                  (o)  cooperate  with the  sellers  of  Registrable  Securities
            covered by the registration  statement and the managing  underwriter
            or agent, if any, to facilitate the timely  preparation and delivery
            of certificates (not bearing any restrictive  legends)  representing
            securities to be sold under the registration  statement,  and enable
            such securities to be in such  denominations  and registered in such
            names as the managing  underwriter or agent, if any, or such holders
            may request;

                  (p) notify counsel for the sellers of  Registrable  Securities
            included in such registration statement and the managing underwriter
            or agent,  immediately,  and  confirm the notice in writing (i) when
            the registration statement,  or any post-effective  amendment to the
            registration   statement,   shall  have  become  effective,  or  any
            supplement to the prospectus or any amendment  prospectus shall have
            been filed,  (ii) of the receipt of any comments from the Securities
            and Exchange Commission,  (iii) of any request of the Securities and
            Exchange Commission to amend the registration  statement or amend or
            supplement the prospectus or for additional information, and (iv) of
            the issuance by the Securities  and Exchange  Commission of any stop
            order suspending the effectiveness of the registration  statement or
            of any order  preventing  or suspending  the use of any  preliminary
            prospectus,  or of  the  suspension  of  the  qualification  of  the
            registration statement for offering or sale in any jurisdiction,  or
            of the institution or threatening of any proceedings for any of such
            purposes;

                  (q) use its  reasonable  effort to prevent the issuance of any
            stop  order   suspending  the   effectiveness  of  the  registration
            statement or of any order  preventing or  suspending  the use of any
            preliminary  prospectus and, if any such order is issued,  to obtain
            the withdrawal of any such order at the earliest possible moment;

                  (r) if requested by the managing  underwriter  or agent or any
            holder  of  Registrable   Securities  covered  by  the  registration
            statement,  promptly  incorporate  in  a  prospectus  supplement  or
            post-effective   amendment   such

                                       9
<PAGE>

            information  as the  managing  underwriter  or agent or such  holder
            reasonably  requests  to be  included  therein,  including,  without
            limitation,  with  respect to the number of  Registrable  Securities
            being sold by such holder to such underwriter or agent, the purchase
            price  being paid  therefor  by such  underwriter  or agent and with
            respect  to any  other  terms of the  underwritten  offering  of the
            Registrable  Securities  to be sold in such  offering;  and make all
            required  filings of such  prospectus  supplement or  post-effective
            amendment as soon as practicable after being notified of the matters
            incorporated  in  such  prospectus   supplement  or   post-effective
            amendment;

                  (s) cooperate with each seller of  Registrable  Securities and
            each  underwriter or agent  participating in the disposition of such
            Registrable  Securities and their  respective  counsel in connection
            with any filings  required to be made with the National  Association
            of Securities Dealers, Inc.; and

                  (t) cause its  appropriate  officers to attend and participate
            in presentations to and meetings with prospective  purchasers of the
            Registrable Securities,  or a "roadshow", as reasonably requested by
            the underwriters, if any.

The Company may require each seller of  Registrable  Securities  as to which any
registration is being effected to furnish the Company such information  relating
to the sale or  registration  of such  Securities  regarding such seller and the
distribution  of such securities as the Company may from time to time reasonably
request in writing,  prior to including such seller's Registrable  Securities in
such registration.

3.2.  Registration Expenses.

                  (a) All expenses  incident to the Company's  performance of or
            compliance with this Agreement,  including,  without limitation, all
            registration,  qualification  and filing fees,  fees and expenses of
            compliance  with  securities  or blue sky laws,  printing  expenses,
            messenger  and  delivery  expenses,  and fees and  disbursements  of
            counsel  for  the  Company  and  all  independent  certified  public
            accountants,  underwriters (excluding discounts and commissions) and
            other  Persons  retained by the  Company  (all such  expenses  being
            herein called "Registration Expenses"),  will be paid by the Company
            in  respect  of  each  Demand   Registration   and  each   Piggyback
            Registration, whether or not it has become effective, including that
            the  Company  will pay its  internal  expenses  (including,  without
            limitation,  all salaries and expenses of its officers and employees
            performing legal or accounting duties), the expense of any liability
            insurance and the expenses and fees for listing the securities to be
            registered on each securities  exchange on which similar  securities
            issued  by the  Company  are then  listed  or on the NASD  automated
            quotation system or any other quotation system.

                  (b) In  connection  with  each  Demand  Registration  and each
            Piggyback Registration,  whether or not it has become effective, the
            Company  will  pay,  and  reimburse   the  holders  of   Registrable
            Securities  covered by such

                                       10
<PAGE>

            registration   for  the   payment  of,  the   reasonable   fees  and
            disbursements  of one counsel chosen by the holders of a majority of
            the  Registrable  Securities  included  in such  registration,  such
            amount  not to  exceed  $25,000  for  each  registration,  and  such
            expenses shall be considered Registration Expenses hereunder.

3.3.  Participation in Underwritten Offerings.

                  (a) No Person may  participate in any  registration  hereunder
            which is  underwritten  unless  such  Person (i) agrees to sell such
            Person's  securities  on the  basis  provided  in  any  underwriting
            arrangements approved by the Person or Persons entitled hereunder to
            approve such arrangements (including,  without limitation,  pursuant
            to the terms of any  over-allotment or "green shoe" option requested
            by  the  managing   underwriter(s),   provided  that  no  holder  of
            Registrable Securities will be required to sell more than the number
            of Registrable Securities that such holder has requested the Company
            to include in any  registration) and (ii) completes and executes all
            questionnaires,   powers  of  attorney,  indemnities,   underwriting
            agreements and other documents  reasonably  required under the terms
            of such underwriting arrangements.

                  (b) Each  Person  that is  participating  in any  registration
            hereunder  agrees that,  upon receipt of any notice from the Company
            of the  happening  of any  event of the kind  described  in  Section
            3.1(f) above, such Person will forthwith discontinue the disposition
            of its Registrable Securities pursuant to the registration statement
            until  such  Person's  receipt of the  copies of a  supplemented  or
            amended  prospectus as contemplated  by such Section 3.1(f).  In the
            event the Company shall give any such notice,  the  applicable  time
            period  mentioned  in Section  3.1(b)  during  which a  Registration
            Statement is to remain  effective shall be extended by the number of
            days during the period from and  including the date of the giving of
            such notice  pursuant to this  paragraph to and  including  the date
            when  each  seller  of  a  Registrable   Security  covered  by  such
            registration  statement  shall  have  received  the  copies  of  the
            supplemented or amended prospectus contemplated by Section 3.1(f).

      3.4. Holdback Agreements.

            3.4.1.  Securityholder Holdback. To the extent not inconsistent with
      applicable  law, each holder of  Registrable  Securities  shall not offer,
      sell,  contract to sell,  pledge,  grant any option to purchase,  make any
      short sale or  otherwise  dispose of any Common  Stock,  or any options or
      warrants to purchase any Common Stock, or any securities convertible into,
      exchangeable  for or that  represent  the right to receive  Common  Stock,
      whether now owned or  hereinafter  acquired,  owned directly by the holder
      (including holding as a custodian) or with respect to which the holder has
      beneficial  ownership  within the rules and  regulations of the Securities
      and Exchange Commission, during (a) with respect to any other underwritten
      Demand  Registration or any underwritten  Piggyback  Registration in which
      Registrable  Securities  are  included,  the seven  days  prior to and the
      90-day  period (or such longer period not to exceed 180 days if reasonably
      necessary in the opinion of such  underwriter)  beginning on the effective
      date of such

                                       11
<PAGE>

      registration,  and (b) upon notice from the Company of the commencement of
      an underwritten  distribution  in connection with any Shelf  Registration,
      the seven days prior to and the 90-day  period (or such longer  period not
      to  exceed  180  days  if  reasonably  necessary  in the  opinion  of such
      underwriter)  beginning on the date of commencement of such  distribution,
      in each case except as part of such underwritten registration, and in each
      case unless the  underwriters  managing  the  registered  public  offering
      otherwise  agree  (in each  case,  such  period,  the  "Lock-Up  Period");
      provided,  however,  if (i) during the period that begins on the date that
      is 15 calendar  days plus three  Business  Days before the last day of the
      Lock-Up Period and ends on the last day of the Lock-Up Period, the Company
      issues an earnings  release or material news or a material  event relating
      to the  Company  occurs,  or (ii) prior to the  expiration  of the Lock-Up
      Period, the Company announces that it will release earnings results during
      the 16 day period  beginning  on the last day of the Lock-Up  Period,  the
      restrictions  imposed shall  continue to apply until the expiration of the
      date that is 15 calendar  days plus three  Business Days after the date on
      which  the  issuance  of the  earnings  release  or the  material  news or
      material  event occurs.  Any waiver by the  underwriters  of the foregoing
      restrictions  on transfers by the holders  shall be granted to all holders
      on equal terms.

            3.4.2. Company Holdback. The Company shall not offer, sell, contract
      to sell or  otherwise  dispose of any  securities  of the Company that are
      substantially  similar to the Common  Stock,  including but not limited to
      any securities  that are  convertible  into or  exchangeable  for, or that
      represent  the right to receive,  Common  Stock or any such  substantially
      similar  securities,  during (a) with  respect  to any other  underwritten
      Demand  Registration or any underwritten  Piggyback  Registration in which
      Registrable  Securities  are  included,  the seven  days  prior to and the
      90-day period  beginning on the effective date of such  registration,  and
      (b) upon notice from any holder(s) of Registrable  Securities subject to a
      Shelf  Registration  that such holder(s)  intend to effect an underwritten
      distribution of Registrable Securities pursuant to such Shelf Registration
      (upon receipt of which, the Company will promptly notify all other holders
      of  Registrable  Securities  of the  date  of  the  commencement  of  such
      distribution),  the seven days prior to and the 90-day period beginning on
      the date of the commencement of such distribution,  in each case except as
      part of such  underwritten  registration or pursuant to  registrations  on
      Form S-4 or Form S-8,  and in each case unless the  underwriters  managing
      the registered public offering otherwise agree.

      3.5. Current Public Information.  At all times after the Company has filed
a registration statement with the Securities and Exchange Commission pursuant to
the  requirements  of either the Securities Act or the Securities  Exchange Act,
the  Company  will use its  commercially  reasonable  efforts to timely file all
reports  required to be filed by it under the  Securities Act and the Securities
Exchange  Act and the  rules  and  regulations  adopted  by the  Securities  and
Exchange Commission thereunder,  and will take such further action as any holder
or holders of Registrable  Securities may reasonably request,  all to the extent
required to enable such holders to sell Registrable  Securities pursuant to Rule
144 adopted by the Securities and Exchange  Commission  under the Securities Act
(as  such  rule  may be  amended  from  time to  time)  or any  similar  rule or
regulation hereafter adopted by the Securities and Exchange Commission.

                                       12
<PAGE>

4. REGISTRATION INDEMNIFICATION.

      4.1.  Indemnification by the Company.  The Company agrees to indemnify and
hold  harmless,  to  the  fullest  extent  permitted  by  law,  each  holder  of
Registrable Securities and, as applicable,  its officers,  directors,  trustees,
employees,  shareholders,  holders of beneficial interests, members, and general
and limited partners (collectively, such holder's "Indemnitees") and each Person
who controls such holder (within the meaning of the Securities  Act) against any
and all losses, claims,  damages,  liabilities,  joint or several, to which such
holder or any such  Indemnitee  may become  subject  under the  Securities  Act,
equivalent foreign securities laws or otherwise, insofar as such losses, claims,
damages  or  liabilities  (or  actions  or  proceedings,  whether  commenced  or
threatened, in respect thereof) arise out of or are based upon (a) any untrue or
alleged  untrue  statement  of  material  fact  contained  in  any  registration
statement, prospectus,  preliminary prospectus or free writing prospectus or any
amendment   thereof  or   supplement   thereto,   together  with  any  documents
incorporated  therein by reference or, (b) any omission or alleged omission of a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  and the Company will reimburse such holder and each of
its Indemnitees for any legal or any other expenses,  including any amounts paid
in any settlement  effected with the consent of the Company,  which consent will
not be  unreasonably  withheld or delayed,  incurred by them in connection  with
investigating  or  defending  any  such  loss,  claim,   liability,   action  or
proceeding;  provided, however, that the Company shall not be liable in any such
case to the extent that any such loss,  claim,  damage,  liability (or action or
proceeding  in respect  thereof)  or  expense  arises out of or is based upon an
untrue statement or alleged untrue  statement,  or omission or alleged omission,
made in such registration statement, any such prospectus, preliminary prospectus
or free writing  prospectus or any amendment or  supplement  thereto,  or in any
application,  in reliance  upon,  and in conformity  with,  written  information
prepared and furnished to the Company by such holder  expressly for use therein.
In connection  with an  underwritten  offering,  the Company will indemnify such
underwriters,  their  officers and  directors  and each Person who controls such
underwriters  (within the meaning of the  Securities  Act) to the same extent as
provided above with respect to the indemnification of the holders of Registrable
Securities.

      4.2.  Indemnification by Holders of Registrable Securities.  In connection
with any registration  statement in which a holder of Registrable  Securities is
participating,  each such  holder will  furnish to the  Company in writing  such
information  and  affidavits  as the  Company  reasonably  requests  for  use in
connection  with any such  registration  statement,  prospectus  or free writing
prospectus,  and,  to the  extent  permitted  by law,  will  indemnify  and hold
harmless the Company and its Indemnitees against any losses,  claims, damages or
liabilities,  joint or several,  to which the Company or any such Indemnitee may
become subject under the Securities Act,  equivalent  foreign securities laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon (a) any untrue or alleged  untrue  statement of material  fact
contained in the registration statement,  prospectus,  preliminary prospectus or
free writing prospectus or any amendment thereof or supplement thereto or in any
application,  together with any documents  incorporated  therein by reference or
(b) any omission or alleged  omission of a material  fact  required to be stated
therein or necessary to make the statements therein not misleading,  but only to
the extent that such untrue statement (or alleged untrue  statement) or omission
(or  alleged  omission)  is  made  in  such  registration  statement,  any  such
prospectus,  preliminary  prospectus or

                                       13
<PAGE>

free writing  prospectus  or any  amendment  or  supplement  thereto,  or in any
application,  in  reliance  upon  and in  conformity  with  written  information
prepared and furnished to the Company by such holder  expressly for use therein,
and such holder will  reimburse  the  Company and each such  Indemnitee  for any
legal  or any  other  expenses  including  any  amounts  paid in any  settlement
effected with the consent of such holder, which consent will not be unreasonably
withheld  or delayed,  incurred  by them in  connection  with  investigating  or
defending  any such loss,  claim,  liability,  action or  proceeding;  provided,
however,  that the obligation to indemnify will be individual (and not joint and
several)  to each  holder  and will be  limited  to the net  amount of  proceeds
received by such holder from the sale of Registrable Securities pursuant to such
registration statement, less any other amounts paid by such holder in respect of
such untrue statement, alleged untrue statement, omission or alleged omission.

      4.3. Procedure. Any Person entitled to indemnification  hereunder will (a)
give prompt written notice to the  indemnifying  party of any claim with respect
to which it seeks  indemnification  (provided,  however, that the failure of any
indemnified  party to give such notice shall not relieve the indemnifying  party
of its obligations  hereunder,  except to the extent that the indemnifying party
is actually  prejudiced by such failure to give such notice),  and (b) unless in
such indemnified party's reasonable judgment a conflict of interest between such
indemnified  and  indemnifying  parties  may exist with  respect to such  claim,
permit such indemnifying  party to assume the defense of such claim with counsel
reasonably  satisfactory to the  indemnified  party. If such defense is assumed,
the  indemnifying  party will not be subject to any liability for any settlement
made by the indemnified  party without its consent (but such consent will not be
unreasonably  withheld). An indemnifying party who is not entitled to, or elects
not to,  assume the defense of a claim will not be obligated to pay the fees and
expenses  of  more  than  one  counsel  for  all  parties  indemnified  by  such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any  indemnified  party  a  conflict  of  interest  may  exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim.

      4.4.  Entry of Judgment;  Settlement.  The  indemnifying  party shall not,
except with the  approval  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 each  indemnified  party
of a release from all liability in respect to such claim or  litigation  without
any payment or consideration provided by such indemnified party.

      4.5. Contribution.  If the indemnification  provided for in this Section 4
is,  other  than  expressly  pursuant  to  its  terms,   unavailable  to  or  is
insufficient to hold harmless an indemnified party under the provisions above in
respect of any losses,  claims, damages or liabilities referred to therein, then
each  indemnifying  party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (a)
in such proportion as is appropriate to reflect the relative  benefits  received
by the Company on the one hand and the sellers of Registrable Securities and any
other sellers participating in the registration statement on the other hand from
the sale of  Registrable  Securities  pursuant  to the  registered  offering  of
securities as to which indemnity is sought or (b) if the allocation  provided by
clause (a) above is not  permitted by applicable  law, in such  proportion as is
appropriate to reflect the relative benefits referred to in clause (a) above but
also the  relative  fault of the  Company on the one hand and of the  sellers of
Registrable  Securities and any other sellers  participating in the registration
statement on the other hand in connection  with the statement or omissions which
resulted in such

                                       14
<PAGE>

losses, claims, damages or liabilities,  as well as any other relevant equitable
considerations.  The relative  benefits  received by the Company on the one hand
and the sellers of Registrable Securities and any other sellers participating in
the  registration  statement on the other hand shall be deemed to be in the same
proportion  as the  total  net  proceeds  from the  offering  (before  deducting
expenses)  to the  Company  bear to the total  net  proceeds  from the  offering
(before  deducting  expenses) to the sellers of  Registrable  Securities and any
other sellers participating in the registration statement. The relative fault of
the Company on the one hand and of the sellers of Registrable Securities and any
other  sellers  participating  in the  registration  statement on the other hand
shall be determined  by reference to, among other things,  whether the untrue or
alleged omission to state a material fact relates to information supplied by the
Company  or  by  the  sellers  of   Registrable   Securities  or  other  sellers
participating  in the registration  statement and the parties'  relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission. The obligation to provide contribution will be individual
(and not joint and several) to each holder and will be limited to the net amount
of proceeds  received by such  holder  from the sale of  Registrable  Securities
pursuant to such  registration  statement,  less any other  amounts paid by such
holder,  including  pursuant to Section  4.2  hereof,  in respect of such untrue
statement, alleged untrue statement, omission or alleged omission.

The Company and the sellers of Registrable Securities agree that it would not be
just and equitable if contribution pursuant to this Section 4 were determined by
pro rata allocation (even if the sellers of Registrable  Securities 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 in the immediately
preceding  paragraph.  The amount paid or payable by an  indemnified  party as a
result  of the  losses,  claims,  damages  and  liabilities  referred  to in the
immediately  preceding  paragraph  shall be deemed to  include,  subject  to the
limitations set forth above, any legal or other expenses  reasonably incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 4, no seller of
Registrable  Securities  shall be required to contribute any amount in excess of
the net proceeds received by such Seller from the sale of Registrable Securities
covered by the  registration  statement  filed pursuant  hereto,  less any other
amounts paid by such holder in respect of such untrue statement,  alleged untrue
statement,  omission  or  alleged  omission.  No  person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.

      4.6. Other Rights. The  indemnification and contribution by any such party
provided  for under this  Agreement  shall be in addition to any other rights to
indemnification or contribution which any indemnified party may have pursuant to
law or  contract  and will  remain in full  force and effect  regardless  of any
investigation  made or omitted by or on behalf of the  indemnified  party or any
officer,  director  or  controlling  Person of such  indemnified  party and will
survive the transfer of securities.

5. TRANSFER RESTRICTIONS

      5.1. General Transfer  Restrictions.  Each Investor understands and agrees
that  the  Shares  held by such  Investor  on the  date  hereof  have  not  been
registered  under the Securities Act or registered or qualified  under any state
law. No Investors shall Transfer Shares (or solicit any

                                       15
<PAGE>

offers in respect of any Transfer of such Shares), except in compliance with the
Securities  Act,  any  applicable  state law or in  accordance  with  agreements
applicable to such Transfer.

      5.2.  Restrictions  on Transfer.  No Investor  shall  Transfer any of such
Investor's Shares to any other Person except as follows:

            5.2.1. Private Transfers. Any Clearlake Investor may Transfer any or
      all of such  Clearlake  Investor's  Shares  to such  Clearlake  Investor's
      Permitted  Transferees  and  such  transferee  shall  be  deemed  to  be a
      Clearlake  Investor  hereunder and shall  deliver a signature  page hereto
      agreeing  to be bound  hereby,  simultaneously  with the  Transfer of such
      Shares.  Any  transferring  Clearlake  Investor  under this Section  shall
      provide  prompt  written  notice  to the  Company  of any  such  Transfer,
      indicating  its  reliance on this  provision  and the identity and contact
      information of the Permitted Transferee.

            5.2.2. Public Transfers.

                  (a) Any Investor  may  Transfer any or all of such  Investor's
            Shares,  to the extent they  constitute  Common  Stock,  in a Public
            Offering  undertaken in accordance  with this Agreement  without the
            consent of the Company or the other Investors.

                  (b) Any Investor  may  Transfer any or all of such  Investor's
            Shares pursuant to Rule 144 of the Securities Act.

            5.2.3.  Pledge of Shares.  Any  Investor  may Transfer any or all of
      such  Investor's  Shares to a lender to such  Investor  pursuant to a bona
      fide pledge of all of such Investor's assets.

      5.3. Automatic Conversion Upon Certain Transfers.

            5.3.1.  Transfers by Holders of Series A Preferred  Stock other than
      Clearlake  Investors.  Unless the Company determines otherwise in writing,
      if,  at any  time,  a holder of Series A  Preferred  Stock  (other  than a
      Clearlake  Investor) desires to sell, transfer or otherwise dispose of any
      of the  shares  of Series A  Preferred  Stock  held by such  holder to any
      Person other than an Affiliate of such holder of Series A Preferred  Stock
      or to a Clearlake Investor,  then such holder agrees to convert,  prior to
      such sale, transfer or disposition, all shares of Series A Preferred Stock
      that are held by such  holder.  If such holder fails to so convert all its
      shares of Series A Preferred Stock, the sale, transfer,  or disposition of
      such  shares  shall  be  prohibited  unless  the  Company  has  determined
      otherwise in writing.

            5.3.2.  Transfers  by  Clearlake  Investors.  Unless the Company and
      HOVRS  Parties  holding  a  majority  of  Common  Stock  then held by them
      determine  otherwise,  if, at any time,  a Clearlake  Investor  desires to
      sell,  transfer  or  otherwise  dispose  of any of the  shares of Series A
      Preferred  Stock held by such Clearlake  Investor to any person other than
      an Affiliate of such  Clearlake  Investor,  then such  Clearlake  Investor
      agrees to convert and each other Investor holding Series A Preferred Stock
      agrees to convert each

                                       16
<PAGE>

      share of Series A Preferred Stock then  outstanding held by all holders of
      Series A Preferred  Stock.  If any Clearlake  Investor fails to so convert
      all its  shares  of  Series A  Preferred  Stock,  the  sale,  transfer  or
      disposition  of such  shares  shall be  prohibited  unless the Company and
      HOVRS  Parties  holding a majority of Common  Stock then held by them have
      determined otherwise in writing.

            5.3.3.  No Additional  Action  Required.  Upon the occurrence of the
      events  specified  Sections  5.3.1 or 5.3.2 hereof,  (x) the  transferring
      Investor or Clearlake Investor shall provide written notice to the Company
      not less than 10 business days in advance of such proposed transfer,  sale
      or disposition of Series A Preferred Stock, (y) the Company shall promptly
      notify (the  "Conversion  Notice") each holder of Series A Preferred Stock
      who is shown to be such a holder  on the  books of the  Company  as of the
      time  immediately  prior to such  conversion of the fact that they are now
      required  to convert  (if so  required),  and (z) all  holders of Series A
      Preferred Stock so converted shall surrender the certificates representing
      such shares at the office of the Company. Thereupon, there shall be issued
      and  delivered  to such holder  promptly at such office and in its name as
      shown on such surrendered  certificate or  certificates,  a certificate or
      certificates  representing the number of shares of Common Stock into which
      the shares of Series A Preferred Stock surrendered were convertible on the
      date on which such automatic conversion occurred.

      5.4.  Stop  Transfer  Instructions.  In order  to  enforce  the  foregoing
covenants, the Company may (a) impose stop-transfer instructions with respect to
the Shares of each  Investor  and (b) refuse to reflect such  transfer,  sale or
disposition of such Shares on the books of the Company.

6. PREEMPTIVE RIGHTS

      6.1. Offering.

                  (a) If the Company  issues or sells or authorizes the issuance
            or sale of any New  Securities  (as  defined in  Section  6.3 below)
            after the date  hereof,  the Company  shall offer to each  Clearlake
            Investor by written notice (a "Subscription Notice") a percentage of
            such New Securities pro rata based on the relative  number of Shares
            held by such Clearlake  Investor as compared to the number of Shares
            and then-exercisable  stock options and warrants outstanding held by
            all holders of the  Company's  Shares,  stock  options and warrants.
            Each such Clearlake  Investor shall be entitled to purchase such New
            Securities  at the most  favorable  price and on the most  favorable
            terms as such New Securities are to be sold or issued; provided that
            if a Person  participating  in such  purchase of New  Securities  is
            required in connection  therewith also to purchase other  securities
            of the Company,  the  Clearlake  Investors  exercising  their rights
            pursuant to this Section 6.1 shall also be required to purchase such
            other  securities  on  substantially  the same  economic  terms  and
            conditions  as those on which the offeree of the New  Securities  is
            required to purchase such other securities.  Each Clearlake Investor
            participating  in such  purchase  shall also be obligated to execute
            agreements in the form presented to such  Clearlake  Investor by the
            Company,  so long as such  agreements are  substantially  similar to
            those to be

                                       17
<PAGE>

            executed by the  purchasers of New Securities  (without  taking into
            consideration  any rights which do not entitle such a purchaser to a
            higher  economic  return  on the New  Securities  than the  economic
            return to which  other  Clearlake  Investors  participating  in such
            transaction  will  be  entitled  with  respect  to New  Securities).
            Notwithstanding  anything  to the  contrary  contained  herein,  the
            Company shall not have any obligation to issue equity  securities or
            to offer to issue any equity  securities under this Section 6 to any
            Clearlake Investor who is not an "accredited  investor" as such term
            is defined in Regulation D of the Securities Act.

                  (b) Each  Subscription  Notice  delivered  by the Company to a
            Clearlake  Investor in respect of any  proposed  issuance or sale of
            New Securities  shall describe in reasonable  detail the type, class
            and number of New  Securities  being  offered,  the  purchase  price
            thereof,  the payment  terms  therefor  and the  percentage  thereof
            offered  to such  holder  pursuant  to this  Section  6. In order to
            exercise its purchase rights hereunder in respect of any issuance or
            sale  of  New  Securities  described  in a  Subscription  Notice,  a
            Clearlake  Investor  must deliver to the Company  during the fifteen
            (15) day  period  commencing  upon  such  holder's  receipt  of such
            Subscription   Notice  (the   "Subscription   Period"),   a  written
            commitment describing its election hereunder (an "Election Notice").
            If a Clearlake  Investor fails for any reason to deliver an Election
            Notice to the Company during the Subscription Period with respect to
            a  proposed  issuance  or sale  of New  Securities,  such  Clearlake
            Investor shall be deemed to have waived its rights  pursuant to this
            Section 6 in respect of such issuance or sale of New Securities.

      6.2.  Expiration  of  Subscription  Period.   Within  the  180-day  period
immediately  following the Subscription Period, the Company shall be entitled to
sell,  or enter  into  any  agreement  to sell,  any New  Securities  which  any
Clearlake Investor has not elected to purchase,  on terms and conditions no more
favorable  to the  offeree  of such New  Securities  than  those  offered to the
Clearlake  Investors pursuant to Section 6.1. Any New Securities offered or sold
by the Company  after such 180-day  period must be  reoffered to each  Clearlake
Investor pursuant to the terms of this Section 6.

      6.3. New  Securities.  For purposes  hereof,  "New  Securities"  means any
shares of the Company's Capital Stock, or any options, convertible securities or
other rights to acquire shares of the Company's  Capital  Stock,  other than (a)
the  issuance  and sale of  Series A  Preferred  Stock  in  connection  with the
Clearlake  Stock  Purchase  Agreements,  (b) Common Stock (or options to acquire
Common Stock) issued or issuable to any employee,  director or consultant of the
Company or any of its  subsidiaries  pursuant  to any equity  incentive  plan or
other  arrangement  approved by the Company's  Board,  (c) Common Stock or other
securities  issued  directly  or  indirectly  upon the  conversion,  exchange or
exercise of any securities previously subjected to this Section 6 or outstanding
on the date hereof,  (d) Common Stock or other  securities  issued in connection
with or in furtherance of the acquisition of or investment in another company or
business  (whether  through a purchase of securities,  a merger,  consolidation,
purchase of assets or otherwise), including, without limitation, Common Stock or
other  securities  issued  pursuant to the Merger  Agreement  (as defined in the
Acquisition  Stock  Purchase  Agreement),  (e) Common Stock or other  securities
issued  in  connection   with  or  in  furtherance  of  the  incurrence  of  any

                                       18
<PAGE>

indebtedness for borrowed money or for equipment lease financings by the Company
or its subsidiaries,  (f) Common Stock or other securities issued or issuable in
a Public  Offering,  (g) Common Stock or other  securities  issued in connection
with  any  stock  split,  dividend,  combination,  recapitalization  or  similar
transaction,  (h) Common Stock issued or issuable  upon the exercise of warrants
or other  securities or rights to persons or entities with which the Company has
or is entering into a technology  or other  strategic  relationship  not for the
purpose of raising  money or  providing  financing,  (i) Common  Stock issued or
issuable  upon  conversion  of  Series  A  Preferred  Stock or as  dividends  or
distributions  on the Series A  Preferred  Stock and (j)  Common  Stock or other
securities  issued  directly  or  indirectly  upon the  conversion,  exchange or
exercise of any securities issued pursuant to any of the clauses of this Section
6.3.

7. INFORMATION RIGHTS.

      (a) The books and records of the Company shall be available for inspection
by the Clearlake  Investors at the principal office and place of business of the
Company.  The Clearlake Investors shall have the right to receive,  upon request
therefor,  (a) audited annual consolidated  financial  statements of the Company
promptly  following  such  statements  becoming  available to the  Company,  (b)
unaudited quarterly  consolidated  financial  statements of the Company promptly
following  such  statements  becoming  available to the  Company,  (c) an annual
budget of the Company with  respect to each fiscal year within  thirty (30) days
following  presentation  thereof  to the Board or,  if the Board  approves  such
budget,  approval thereof, (d) unaudited monthly consolidated income statements,
balance sheets,  and cashflow  statements of the Company promptly  following the
preparation  thereof  and  (e)  such  other  information  as may  be  reasonably
requested by a Clearlake  Investor  relating to the Company which the Company is
permitted to disclose; provided, however, that any such Person gaining access to
information  regarding the Company  pursuant to this Section 7(a) shall agree to
hold in strict confidence, and shall not make any disclosure of, any information
regarding  the  Company  which  the  Company  determines  in  good  faith  to be
confidential, and of which determination such Person is notified, unless (w) the
release  of  such   information   is  requested  or  required  (by   deposition,
interrogatory,  requests for information or documents by a governmental  entity,
subpoena or similar process),  (x) such information is or becomes publicly known
without a breach of this Agreement, (y) such information is or becomes available
to such Person on a non-confidential  basis from a source other than the Company
or (z) such information is independently developed by such Person.

      (b) The rights of the Clearlake  Investors under Section 7(a) hereof shall
terminate  at such  time  that  the  Clearlake  Investors  cease to own at least
145,067  shares  of Common  Stock (as  adjusted  for  stock  dividends,  splits,
combinations or similar events and including all shares of Common Stock issuable
to the Clearlake Investors upon the conversion and/or exercise of all securities
held by the Clearlake  Investors that are convertible  and/or  exerciseable  for
shares of Common Stock).

8. STOCKHOLDER AGREEMENTS

      8.1.  Board  Composition.  The  Clearlake  Investors and the HOVRS Parties
hereby agree as follows:

                                       19
<PAGE>

                  (a) The  Clearlake  Investors and the HOVRS Parties shall take
            all  Necessary  Action to cause the Board to be  comprised  of up to
            eight (8)  directors,  two (2) of whom  shall be  designated  by the
            Clearlake  Investors;  provided that, if the Clearlake  Investors at
            any time cease to own at least 1,600,000  shares of Common Stock (as
            adjusted  for  stock  dividends,  splits,  combinations  or  similar
            events),  then the  Clearlake  Investors  shall only be  entitled to
            designate  one (1) director,  and if the Clearlake  Investors at any
            time cease to own any Common  Stock,  then the  Clearlake  Investors
            shall cease to be entitled to designate a director.

                  (b) If the number of directors  that the  Clearlake  Investors
            have the right to designate  to the Board is  decreased  pursuant to
            Section  8.1(a),  then the  designees  appointed by such party shall
            resign or, if such person fails to resign,  the Clearlake  Investors
            and HOVRS  Parties shall take all  Necessary  Action to  immediately
            remove  such  director  or  directors,  as the case may be, from the
            Board.

                  (c) Except as provided  above,  the Clearlake  Investors shall
            have the  exclusive  right to appoint and remove their  designees to
            the Board, as well as the exclusive right to fill vacancies  created
            by reason of death,  removal or resignation of such  designees,  and
            the  Clearlake  Investors  and the  HOVRS  Parties  shall  take  all
            Necessary Action to cause the Board to be so constituted.

                  (d) For  purposes of this Section 8.1, the number of shares of
            Common Stock held by any Person  shall  include all shares of Common
            Stock issuable to such Person upon the conversion and/or exercise of
            all  securities  held by such  Person  that are  convertible  and/or
            exerciseable for shares of Common Stock.

      8.2.  Amendment to the  Certificate  of  Incorporation.  Each of the HOVRS
Parties and the Clearlake  Investors agree to use all Necessary  Action to cause
the Company's  Amended and Restated  Certificate of Incorporation to be amended,
within  one year of the date  hereof,  to  delete  the  provisions  set forth in
Article VII of the Amended and Restated Certificate of Incorporation filed on or
about the date hereof..

      8.3. No Company Obligations.  Notwithstanding anything to the contrary set
forth herein,  the Company shall have no rights or  obligations  with respect to
any provision in this Section 8.

9.  EXPENSES.  The Company shall  reimburse  the  directors  for all  reasonable
out-of-pocket  expenses incurred in connection with their attendance at meetings
of the Board, including without limitation, travel, lodging and meal expenses.

10. DEFINITIONS.

      "Acquisition Stock Purchase Agreement" shall have the meaning set forth in
the Recitals.

                                       20
<PAGE>

      "Affiliate"  means, with respect to any Person, (i) any other Person which
directly  or  indirectly  through  one or more  intermediaries  controls,  or is
controlled by, or is under common control with, such Person (for the purposes of
this definition,  "control"  (including,  with correlative  meanings,  the terms
"controlling,"  "controlled by" and "under common control  with"),  as used with
respect to any Person,  means the  possession,  directly or  indirectly,  of the
power to direct or cause the  direction  of the  management  or policies of such
Person,  whether  through the  ownership of voting  securities,  by agreement or
otherwise);  provided,  however,  that  neither  the  Company  nor  any  of  its
Subsidiaries  shall be deemed an  Affiliate  of any of the  Investors  (and vice
versa) and none of the Investors shall be deemed Affiliates of each other solely
as a result of their relationship with respect to the Company.

      "Agreement" shall have the meaning set forth in the Preamble.

      "Amendment" shall have the meaning set forth in Section 6.3.

      "automatic shelf registration statement" has the meaning set forth in Rule
405 under the Securities Act.

      "Board" shall have the meaning set forth in Section 1.7.

      "Business  Day"  shall  mean any day that is not a  Saturday,  a Sunday or
other day on which banks are required or  authorized  by law to be closed in the
states of Delaware or New York.

      "Capital   Stock"  means  (i)  with  respect  to  any  Person  that  is  a
corporation,  any and all  shares,  interests,  participations,  rights or other
equivalents  (however  designated) of corporate  stock; and (ii) with respect to
any other Person, any and all partnership,  membership or other equity interests
of such Person.

      "Clearlake Investor" has the meaning set forth in the Preamble.

      "Clearlake  Investor  Registrable   Securities"  shall  mean  all  of  the
Registrable Securities held by any Clearlake Investor from time to time.

      "Clearlake Stock Purchase  Agreements" shall have the meaning set forth in
the Recitals.

      "Common Stock" shall mean the common stock of the Company,  par value $.01
per share.

      "Company" shall have the meaning set forth in the Preamble.

      "Demand Notice" shall have the meaning set forth in Section 1.2.

      "Demand  Registrations"  means  Long-Form   Registrations  and  Short-Form
Registrations requested pursuant to Section 1.1.

      "EDGAR"  means  the  Security   Exchange   Commission's   Electronic  Data
Gathering, Analysis and Retrieval system.

                                       21
<PAGE>

      "Election Notice" shall have the meaning set forth in Section 6.1(b).

      "Effective Date" shall have the meaning set forth in the Preamble.

      "Family Member" means,  with respect to any natural Person,  such Person's
spouse and  descendants  (whether or not adopted) and any trust,  family limited
partnership or limited liability company that is and remains at all times solely
for the benefit of such Person's spouse and/or descendants.

      "free writing prospectus" has the meaning ascribed to such term under Rule
405 under the Securities Act.

      "HOVRS Holder" shall have the meaning set forth in Section 1.2.

      "HOVRS  Registration Rights Agreement" shall have the meaning set forth in
Section 1.2.

      "HOVRS Registrable Securities" shall have the meaning set forth in Section
1.2.

      "Indemnitees" shall have the meaning set forth in Section 4.1.

      "Initial Stock Purchase Agreement" shall have the meaning set forth in the
Recitals.

      "Investors" shall have the meaning set forth in the Preamble.

      "issuer free  writing  prospectus"  has the meaning  ascribed to such term
under Rule 433(h) under the Securities Act.

      "Lock-Up Period" shall have the meaning set forth in Section 3.4.1.

      "Long-Form Registrations" shall have the meaning set forth in Section 1.1.

      "Majority  Clearlake  Investor  Approval"  means the  written  approval of
Persons holding a majority of Clearlake Investor Registrable Securities.

      "Necessary  Action" shall mean,  with respect to a specified  result,  all
actions (to the extent such  actions are  permitted  by law)  necessary to cause
such result,  including (i) voting or providing a written  consent or proxy with
respect to the  Capital  Stock of the  Company,  (ii)  causing  the  adoption of
shareholders'  resolutions  or proxy with  respect to the  Capital  Stock of the
Company,  (iii)  causing  members of the Board (to the extent such  members were
nominated or designated by the Person  obligated to take such Necessary  Action,
and subject to any  fiduciary  duties that such members may have as directors of
the  Company)  to act in a certain  manner or causing  them to be removed in the
event  that they fail to act in such a manner,  (iv)  executing  agreements  and
instruments  to effect such result and (v) making,  or causing to be made,  with
governmental,   administrative   or   regulatory   authorities,   all   filings,
registrations  or similar  actions  that are  required to achieve  such  result;
provided that an  obligation to take all Necessary  Action shall not include any
obligation  to acquire or dispose of Capital  Stock or other  securities  of the
Company or any other Person.

                                       22
<PAGE>

      "New Securities" shall have the meaning set forth in Section 6.3.

      "Person"  means  an  individual,   a  partnership,   a  joint  venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

      "Permitted Transferee" shall mean, with respect to any Clearlake Investor,
(a) if any Transfer involves less than all of a Clearlake Investor's Registrable
Securities,  any Affiliate of a Clearlake Investor or Reservoir Capital Group or
its Affiliates,  or (b) if any Transfer  involves all of a Clearlake  Investor's
Registrable  Securities,  to any Person  other than a direct  competitor  of the
Company.

      "Piggyback Registration" shall have the meaning set forth in Section 2.1.

      "Public  Offering"  means a  public  offering  and  sale of  Common  Stock
pursuant to an effective registration statement under the Securities Act.

      "Registrable Securities" means (i) any share of Common Stock issued to any
Investor  (or any  Affiliate  thereof) as of the  Effective  Date or  thereafter
acquired,  including upon conversion of the Company's  Series A Preferred Stock,
by any Investor,  and (ii) any equity  securities issued or issuable directly or
indirectly with respect to any of the foregoing securities referred to in clause
(i) by way of share dividend or share split or in connection  with a combination
of shares, recapitalization,  merger, consolidation or other reorganization.  As
to any particular shares constituting  Registrable Securities,  such shares will
cease  to  be  Registrable  Securities  when  they  have  been  (x)  effectively
registered  under the  Securities  Act and  disposed of in  accordance  with the
registration statement covering them, or (y) sold to the public pursuant to Rule
144 under the Securities Act or sold in a block sale to a financial  institution
in the ordinary course of its trading business.  For purposes of this Agreement,
a Person will be deemed to be a holder of Registrable  Securities  whenever such
Person  has the  right  to  acquire  directly  or  indirectly  such  Registrable
Securities  (upon  conversion  or  exercise  in  connection  with a transfer  of
securities or otherwise,  but  disregarding any restrictions or limitations upon
the exercise of such right),  whether or not such  acquisition has actually been
effected.

      "Registration Expenses" shall have the meaning set forth in Section 3.2.

      "Rule  433"  means  Rule 433 under  the  Securities  Act or any  successor
federal law then in force.

      "Series A  Preferred  Stock"  means the  Series A  Preferred  Stock of the
Company, par value $.01 per share.

      "Securities  Act"  means the  United  States  Securities  Act of 1933,  as
amended, or any successor federal law then in force.

      "Securities and Exchange  Commission"  means the United States  Securities
and Exchange  Commission and any governmental  body or agency  succeeding to the
functions thereof.

                                       23
<PAGE>

      "Securities  Exchange Act" means the United States Securities Exchange Act
of 1934, as amended, or any successor federal law then in force.

      "Shares"  shall  mean  collectively  any  shares of the  Company's  equity
securities  outstanding  from time to time,  including,  but not  limited to the
Common Stock and the Series A Preferred Stock.

      "Shelf Registration" shall have the meaning set forth in Section 1.4.

      "Short-Form  Registrations"  shall have the  meaning  set forth in Section
1.1.

      "Subscription Notice" shall have the meaning set forth in Section 6.1(a).

      "Subscription Period" shall have the meaning set forth in Section 6.1(b).

      "Transfer" shall mean any sale, pledge,  assignment,  encumbrance or other
transfer or  disposition  of any shares of  Registrable  Securities to any other
Person, whether directly, indirectly,  voluntarily,  involuntarily, by operation
of law, pursuant to judicial process or otherwise.

11. MISCELLANEOUS.

      11.1. No  Inconsistent  Agreements.  The Company will not hereafter  enter
into any agreement with respect to its securities which is inconsistent  with or
violates the rights  granted to the holders of  Registrable  Securities  in this
Agreement.

      11.2.  Remedies.  The  parties  hereto  agree and  acknowledge  that money
damages may not be an adequate  remedy for any breach of the  provisions of this
Agreement  and that,  in addition to any other  rights and remedies at law or in
equity  existing in its favor,  any party  shall be  entitled  to seek  specific
performance  and/or other  injunctive  relief from any court of law or equity of
competent  jurisdiction (without posting any bond or other security) in order to
enforce or prevent violation of the provisions of this Agreement.

      11.3. Amendment and Waiver.

      (a) Except as otherwise  provided  herein,  this Agreement may be amended,
modified,  extended or terminated, and the provisions hereof may be waived, only
by an agreement in writing signed by the Company and Persons  holding a majority
of Clearlake Investor Registrable  Securities,  provided,  that the admission of
new  parties  pursuant  to the terms of  Section  11.4 shall not  constitute  an
amendment of this  Agreement for purposes of this Section 11.3.  Notwithstanding
the foregoing (A) if any  amendment,  modification,  extension,  termination  or
waiver (an  "Amendment")  would treat any  Investor or group of  Investors  in a
manner  different  from,  and  materially  adverse  relative  to, the  Clearlake
Investors  voting in favor of such  Amendment,  then such Amendment will require
the consent of the Investor or Investors  holding a majority of the  Registrable
Securities of such group  adversely  treated,  (B) any Amendment of Section 8 or
11.4(b)  hereof  shall  require  the  consent of Persons  holding a majority  of
Clearlake Investor Registrable Securities,  and HOVRS Parties holding a majority
of the Common Stock held by all HOVRS  Parties  (except that any such  Amendment
that  purports to impose any

                                       24
<PAGE>

obligation on the Company  shall also require the consent of the  Company),  (C)
any  Amendment  of  Sections  1, 2 or 3 hereof that would (x) have the effect of
treating the HOVRS Parties in a manner  different  from, and materially  adverse
relative to, the Clearlake  Investors  voting in favor of such  Amendment or (y)
cause this Agreement to conflict with the HOVRS Registration Rights Agreement as
in effect on the date hereof, shall require the consent of the Company,  Persons
holding a majority  of  Clearlake  Investor  Registrable  Securities,  and HOVRS
Parties holding a majority of the Common Stock held by all HOVRS Parties and (D)
any  Amendment of clause (B), (C) or (D) of this Section  11.3(a)  shall require
the consent of the Company,  Persons  holding a majority of  Clearlake  Investor
Registrable Securities, and HOVRS Parties holding a majority of the Common Stock
held by all HOVRS Parties.

      (b) Each such  Amendment  shall be binding upon each party hereto and each
Investor  subject  hereto.  In  addition,  each party  hereto and each  Investor
subject hereto may waive any right hereunder,  as to itself, by an instrument in
writing  signed by such party or  Investor.  The failure of any party to enforce
any  provisions  of this  Agreement  shall in no way be construed as a waiver of
such  provisions  and shall not  affect the right of such  party  thereafter  to
enforce each and every provision of this Agreement in accordance with its terms.
To the extent the  Amendment of any Section of this  Agreement  would  require a
specific  consent pursuant to this Section 11.3, any Amendment to definitions to
the extent used in such Section shall also require such specified consent.

      (c) It is  acknowledged  that this  Agreement  amends and  restates in its
entirety that certain [Amended and Restated]  Investor Rights Agreement dated as
of  [________,  200_][August  1, 2007]  between the  Company  and the  Clearlake
Investors, as the same may have been amended, supplemented or otherwise modified
from time to time prior to the date hereof.

      11.4. Successors and Assigns; Transferees.

      (a) This  Agreement  shall be binding upon and inure to the benefit of and
be  enforceable  by the  parties  hereto  and their  respective  successors  and
assigns.  Registrable  Securities  shall continue to be  Registrable  Securities
after any Transfer (except if such securities were effectively  registered under
the Securities Act and disposed of in accordance with the registration statement
covering them,  sold to the public pursuant to Rule 144 under the Securities Act
or sold in a block sale to a financial institution in the ordinary course of its
trading business).  Any transferee receiving shares of Registrable Securities in
a Transfer  effected in compliance with the terms of this Agreement shall become
an  Investor  party to this  Agreement  and  shall be  subject  to the terms and
conditions  of, and be entitled to enforce,  this  Agreement to the same extent,
and in the  same  capacity,  as  the  Person  that  Transfers  such  Registrable
Securities to such  transferee;  provided that only a Permitted  Transferee of a
Clearlake  Investor  will be deemed to be a Clearlake  Investor  for purposes of
this Agreement. For the avoidance of doubt, any transferee receiving Registrable
Securities  in a  Transfer  that  is not a  Clearlake  Investor  or a  Permitted
Transferee of a Clearlake Investor or its Affiliates will become a party to this
Agreement  without the benefit of the right to initiate Demand  Registrations or
other rights  afforded to the  Clearlake  Investors  hereunder.  Other than with
respect to a pledge  permitted  pursuant to Section 5.2.3  hereof,  prior to the
Transfer of any  Registrable  Securities to any  transferee,  and as a condition
thereto,  each Investor  effecting such Transfer shall (a) cause such transferee
to deliver to the Company and each of the  Investors its written  agreement,  in
form and

                                       25
<PAGE>

substance  reasonably  satisfactory to the Company, to be bound by the terms and
conditions of this Agreement to the extent  described in the preceding  sentence
and (b) if such Transfer is to a Permitted  Transferee,  remain  directly liable
for the  performance  by such  Permitted  Transferee of all  obligations of such
transferee under this Agreement.

      (b)  Prior to the  Transfer  by any  HOVRS  Party of any of the  Company's
Capital Stock to any transferee,  and as a condition  thereto,  such HOVRS Party
shall cause such  transferee to deliver to the Company and each of the Investors
its written  agreement,  in form and substance  reasonably  satisfactory  to the
Company, to be subject to the terms and conditions of this Agreement to the same
extent, and in the same capacity, as the HOVRS Party that Transfers such Capital
Stock to such transferee;  provided that this Section 11.4(b) shall not apply to
Transfers  of  Capital  Stock  that (x) are  effectively  registered  under  the
Securities  Act and  disposed of in  accordance  with a  registration  statement
covering such Capital Stock,  or (y) constitute  sales to the public pursuant to
Rule 144 under the  Securities Act or block sales to financial  institutions  in
the ordinary course of their trading business.

      11.5.  Severability.  Whenever possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
any other  provision or the  effectiveness  or validity of any  provision in any
other jurisdiction, and this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid,  illegal or unenforceable provision had
never been contained herein.

      11.6.   Counterparts.   This   Agreement   may  be  executed  in  separate
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same Agreement.

      11.7. Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

      11.8. Notices.  Any and all notices or other  communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed  given,  delivered  and  effective  on the  earliest  of (i) the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified  in this Section 11.8 prior to 5:00 p.m.
(Eastern  time) on a  Business  Day,  (ii) the  Business  Day  after the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified in this  Agreement  later than 5:00 p.m.
(Eastern time) on any Business Day and earlier than 11:59 p.m. (Eastern time) on
the day  preceding  the next  Business  Day, or (iii) one (1) Business Day after
when sent, if sent by nationally  recognized  overnight courier service (charges
prepaid). The address for such notices and communications shall be as follows:

                                       26
<PAGE>

      If to the Company:

            GoAmerica, Inc.
            433 Hackensack Avenue
            Hackensack, NJ  07601
            Facsimile:  (201) 527-1081
            Attention:  General Counsel and Chief Financial Officer

      with a copy to:

            Lowenstein Sandler PC
            65 Livingston Avenue
            Roseland, NJ  07068
            Facsimile:  (973) 587-2351
            Attention:  Peter H. Ehrenberg

      If to any Clearlake  Investor:  to the addressee specified on Schedule A
hereto.

      If to any HOVRS Party: to the addressee specified on Schedule B hereto.

      11.9.  Delivery by Facsimile.  This Agreement and any signed  agreement or
instrument entered into in connection  herewith or contemplated  hereby, and any
amendments  hereto or thereto,  to the extent signed and delivered by means of a
facsimile  machine,  shall be treated in all manner and  respects as an original
agreement or  instrument  and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At
the request of any party  hereto or to any such  agreement or  instrument,  each
other  party  hereto or thereto  shall  re-execute  original  forms  thereof and
deliver them to all other  parties.  No party hereto or to any such agreement or
instrument shall raise the use of a facsimile  machine to deliver a signature or
the fact that any  signature or  agreement  or  instrument  was  transmitted  or
communicated  through  the  use  of a  facsimile  machine  as a  defense  to the
formation of a contract and each such party forever waives any such defense.

      11.10. Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the  State of New  York  applicable  to a  contract
executed and performed in such state,  without giving effect to the conflicts of
laws principles thereof.

      11.11.  Jurisdiction;  Submission  to  Jurisdiction;  Waivers.  Each party
hereto  irrevocably agrees that any proceeding with respect to this Agreement or
for  recognition  and  enforcement of any judgment in respect thereof brought by
the  other  party  hereto or its  successors  or  assigns,  may be  brought  and
determined  in the Supreme  Court of the State of New York in New York County or
in the United States  District Court for the Southern  District of New York, and
each party hereto hereby irrevocably  submits with regard to any such proceeding
for itself and in respect to its properties, generally and unconditionally,  for
all purposes of this Agreement.

      11.12.  Waiver of Jury Trial.  To the extent not  prohibited by applicable
law that cannot be waived,  each party hereto  waives,  and covenants  that such
party will not assert (whether as plaintiff,  defendant or otherwise), any right
to trail by jury in any  forum in

                                       27
<PAGE>

respect of any issue,  claim or proceeding  arising out of this Agreement or the
subject  matter  hereof or in any way  connected  with the dealings of any party
hereto in connection with any of the above, in each case whether now existing or
hereafter arising and whether in contract, tort or otherwise.  Any party to this
Agreement  may  file a copy of this  Section  11.12  with any  court as  written
evidence of the consent of the parties  hereto to the waiver of their  rights to
trial by jury.

      11.13.  Termination.  The provisions of Section 11 of this Agreement shall
terminate  as to any  Investor at such time as such  Investor  ceases to own any
Series A Preferred Stock or shares issued upon conversion thereof or in exchange
therefor.

                         * * Signature pages follow * *

                                       28
<PAGE>

            IN WITNESS  WHEREOF,  the parties have executed this Investor Rights
Agreement on the day and year first above written.

                                    COMPANY:


                                    GOAMERICA, INC.




                                    By:   ___________________________
                                    Name: ___________________________
                                    Title:___________________________




<PAGE>



                                    INVESTORS


                                      CCP A, L.P.

                                      By:  CLEARLAKE CAPITAL PARTNERS, LLC
                                      Its:   General Partner

                                      By:  CCG Operations, LLC
                                      Its:   Managing Member

                                      By:  ______________________________
                                           Name:
                                           Title:  Manager




<PAGE>



                                    HOVRS PARTIES




                                      _______________________________
                                      Name: Ronald Obray


                                      _______________________________
                                      Name: Denise Obray


                                      _______________________________
                                      Name: Edmond Routhier

                                      CAYMUS INVESTMENT GROUP II, LLC

                                      By: __________________________
                                      Name:
                                      Title:

                                      CAYMUS OBRAY, LLC

                                      By: __________________________
                                      Name:
                                      Title:


                                      _______________________________
                                      Name: [                 ]

            [To be updated  immediately  prior to execution to include all HOVRS
      stockholders (including option holders who exercise prior to closing)]


<PAGE>

                         Schedule A: Clearlake Investors

CCP A, L.P.

Address for Notice:
Clearlake Capital Group, LP
650 Madison Ave.
23rd Floor
New York, NY 10022
Attention:  Behdad Eghbali
Facsimile: (212) 610-9121

With a copy to:

Milbank, Tweed, Hadley & McCloy LLP
601 S. Figueroa, 30th Floor
Los Angeles, CA  90017
Attention:  Melainie K. Mansfield, Esq.
Facsimile:  (213) 892-4711



<PAGE>

                           Schedule B: HOVRS Parties

            [To be updated  immediately  prior to execution to include all HOVRS
      stockholders (including option holders who exercise prior to closing)]

[         ]

Address for Notice:
[         ]
[         ]
[         ]
Attention:  [             ]
Facsimile: [              ]