Confidential Materials omitted and filed separately with the Securities
              and Exchange Commission. Asterisks denote omissions.


                    TERMINATION AGREEMENT AND MUTUAL RELEASES

         This  Termination  Agreement  and Mutual  Releases  (the  "Agreement"),
effective as of October 8, 2001 (the "Effective  Date"),  is entered into by and
among GEOWORKS CORPORATION ("Geoworks"),  TELCORDIA TECHNOLOGIES, INC., formerly
known as Bell  Communications  Research,  Inc.  ("Telcordia"),  GOAMERICA,  INC.
("GoAmerica") and [**].

         WHEREAS,  Telcordia and GoAmerica's wholly-owned subsidiary,  GoAmerica
Communications   Corp.   (GoAmerica  and  GoAmerica   Communications  Corp.  are
hereinafter collectively referred to as "GoAmerica"),  entered into an Agreement
for License of Software and the Provision of Ancillary and Maintenance  Services
dated October 21, 1996 (the "License Agreement");

         WHEREAS,  Telcordia,  GoAmerica  and  [**]  entered  into a  Settlement
Agreement and Mutual Releases (the "Settlement  Agreement") dated April 22, 1999
(sometimes  referred  to as the  "Effective  Date of the  Settlement  Agreement"
below);

         WHEREAS,  Telcordia and GoAmerica  entered into  Amendment No. 1 to the
License  Agreement  on April 22, 1999 and entered  into  Amendment  No. 2 to the
License Agreement dated April 18, 2000 (the License  Agreement,  Amendment No. 1
and Amendment  No. 2 are  hereinafter  collectively  referred to as the "License
Agreement");

         WHEREAS, on July 24, 2000, Telcordia assigned  substantially all of the
assets of its AirBoss  business unit to Geoworks NJ Corporation  (formerly known
as AirBoss  Acquisition  Corporation),  a wholly  owned  subsidiary  of Geoworks
Corporation (collectively, "Geoworks"),

         WHEREAS, the License Agreement expired by its terms on April 21, 2001;

<PAGE>

         WHEREAS,  a dispute has arisen among Telcordia,  Geoworks and GoAmerica
concerning the License  Agreement and the  Settlement  Agreement and the parties
now wish to settle all disputes existing among them; and

         WHEREAS,  neither this Agreement,  nor the  negotiations  leading up to
this Agreement,  nor the payment of any consideration in this Agreement shall be
taken to be an admission of any kind by any party hereto;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and for  other  good and  valuable  consideration,
receipt of which is hereby acknowledged, the parties agree as follows:

1.       DEFINITIONS

         Except  as  set  forth  below  or  as  otherwise  defined  herein,  all
capitalized  terms shall have the  respective  meanings set forth in the License
Agreement.  For purposes of this  Agreement,  the following terms shall have the
following meanings:

         1.0 "AirBoss  Technology" shall mean the following as it existed on the
Effective  Date  of  the  Settlement  Agreement:   the  AirBoss  HDML  and  HTML
Microbrowser,   the  AirBoss  Mobile  Application  Toolkit  (ABMAT),  AirBrowse,
AirMail,  and the client  and  server  based  transport  designed  to be used in
conjunction  with  AirBoss  HDML  and  HTML  Microbrowser,  the  AirBoss  Mobile
Application Toolkit (ABMAT), AirBrowse, AirMail and those portions of the server
based  software  designed  to be used  with the  foregoing  technology,  and all
related documentation.

         1.1 "Go.Web HDML Content  Viewer"  shall mean the software  application
which  operates on the RIM 950 Pager as it existed on the Effective  Date of the
Settlement Agreement.


                                       2
<PAGE>

         1.2 "Go.Web HTML Content  Viewer"  shall mean the software  application
based on the RIM 950  Interactive  Pager as it existed on the Effective  Date of
the Settlement Agreement.

         1.3 "Go.Web  Technology" shall mean the Go.Web HDML Content Viewer, the
Go.Web HTML Content Viewer, the client and server based transport designed to be
used in  conjunction  with the Go.Web  HDML  Content  Viewer and the Go.Web HTML
Content Viewer and those  portions of the server based  software  designed to be
used with the foregoing  technology  as it existed on the Effective  Date of the
Settlement Agreement, and all related documentation.

         1.4  "Intellectual  Property"  shall  mean (a) any and all  inventions,
developments,  improvements,  discoveries, know-how, concepts and ideas, whether
patentable  or not in any  jurisdiction  and whether or not reduced to practice,
(b) any and all patents and patent  applications  (including  without limitation
reissues,  reexaminations,   continuations,  divisions,   continuations-in-part,
extensions,  revisions and  counterparts  thereof in any  jurisdiction),  patent
disclosures,  revalidations,  industrial designs,  industrial models and utility
models, (c) any and all trademarks,  service marks,  certification marks, logos,
trade dress,  trade names,  corporate names,  brand names,  domain names and all
other indicia of origin (whether registered or unregistered),  and including all
goodwill associated therewith and all applications and registrations therefor in
any  jurisdiction  and  any  extension,  modification  or  renewal  of any  such
application or registration, (d) any and all copyrights, copyright registrations
and  applications for  registration of copyrights in any  jurisdiction,  and any
renewals or  extensions  thereof,  (e) any and all  writings  and other works of
authorship, whether copyrighted,  copyrightable or not in any jurisdiction, such
works including,  without limitation,  computer programs and software (including
source code, object code, data, databases and documentation therefor),  together
with all translations,


                                       3
<PAGE>

adaptations,  derivations and combinations  thereof,  (f) any and all mask works
and other semiconductor chip rights and registrations  thereof,  (g) any and all
non-public   information,   trade  secrets  and   proprietary  or   confidential
information  (including  without  limitation  ideas,  research and  development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier  lists,  pricing and cost  information and business and marketing plans
and  proposals)  and rights in any  jurisdiction  to limit the use or disclosure
thereof  by  any  person,  (h)  any  and  all  other  intellectual  property  or
proprietary rights, (i) any and all agreements,  licenses, immunities, covenants
not to sue and the like relating to any of the foregoing, (j) any and all copies
and tangible  embodiments  of any of the foregoing (in whatever form or medium),
and (k) any and all claims or causes of action  arising out of or related to any
infringement or misappropriation of any of the foregoing.

2.       OBLIGATIONS OF GOAMERICA

         2.1 In consideration of the licenses  conferred by Geoworks pursuant to
the  Patent  License  attached  as Exhibit A as well as the other  benefits  and
promises   described  below,   GoAmerica  shall  pay  to  Geoworks  the  sum  of
$1,750,000.00 (the "Payment").  The first  $1,000,000.00 of the Payment shall be
paid to  Geoworks  by wire  transfer  by  October  9,  2001,  and the  remaining
$750,000.00  of the  Payment  shall  be paid to  Geoworks  by wire  transfer  in
installments  as  follows:  $250,000.00  by October  31,  2001,  $250,000.00  by
November 30, 2001 and $250,000.00 by December 31, 2001.

         2.2 GoAmerica hereby consents to Telcordia's  assignment of the License
Agreement and GoAmerica and [**] hereby consent to Telcordia's  assignment
of the Settlement Agreement to Geoworks, effective July 24, 2000.


                                       4
<PAGE>

         2.3 GoAmerica  represents and warrants that as of the Effective Date it
has:

             a.  ceased all use of the Software and Documentation;

             b.  ceased licensing or furnishing the Client Software to End Users
                 and Enterprise Entities;

             c.  returned  to   Geoworks   all  copies  of  the   Software   and
                 Documentation or destroyed the same,  except for those portions
                 of the  Documentation  necessary for  maintenance of the Client
                 Software sublicensed to End Users and Enterprise Entities; and

             d.  instructed  the  Escrow  Agent  to  return  all  copies  of the
                 escrowed materials to Geoworks.

         2.4 As among  the  parties,  GoAmerica  acknowledges  and  agrees  that
Geoworks or Telcordia is the sole and  exclusive  owner of all right,  title and
interest in and to all Intellectual  Property throughout the world in respect of
the AirBoss Technology.

3.       OBLIGATIONS OF GEOWORKS AND TELCORDIA

         3.1 Geoworks and Telcordia represent and warrant that each has returned
to GoAmerica or destroyed all Confidential  Information of GoAmerica in either's
possession prior to the Effective Date.

         3.2 As  among  the  parties,  Geoworks  acknowledges  and  agrees  that
GoAmerica is the sole and  exclusive  owner of all right,  title and interest in
and to all Intellectual  Property  throughout the world in respect of the Go.Web
Technology.


                                       5
<PAGE>

         3.3 Geoworks agrees that it will never challenge or contest directly or
indirectly  GoAmerica's  ownership of or its right to make, have made, use, sell
or license its Go.Web Technology worldwide,  nor assert any right or interest in
the Go.Web Technology.

         3.4  Telcordia  agrees  that it does not have  nor will it  assert  any
Intellectual Property rights or interest in the Go.Web Technology.

         3.5 Geoworks agrees that it will never commence or support, financially
or otherwise, directly or indirectly, any lawsuit or other proceeding in respect
of the Go.Web Technology against GoAmerica.

         3.6  Concurrently  with the execution of this  Agreement,  Geoworks and
GoAmerica shall execute a license  granting  GoAmerica  rights under U.S. Patent
No. [**]  and U.S.  Patent No.  [**]  ("Patent  License").  A copy of the Patent
License is attached hereto as Exhibit A and incorporated herein by reference.

4.       TERMINATION OF OBLIGATIONS

         The parties  agree that,  with the exception of Sections 6.3, 6.4, 6.5,
7, 8, 9, 10.6, 11 and 12 of the License Agreement and Sections 9, 11, 12, 13 and
14 of the  Settlement  Agreement,  all  existing and future  obligations  of the
parties  under the License  Agreement  and the  Settlement  Agreement are hereby
terminated to the extent that they have not  previously  expired.  Specifically,
GoAmerica  shall have no further  obligation  to report to Geoworks or Telcordia
pursuant to Section 5.10 of the License  Agreement;  nor shall any additional or
future royalties be payable to Geoworks or Telcordia by GoAmerica.


                                       6
<PAGE>

5.       MUTUAL RELEASES

         5.1 Geoworks  hereby  agrees to and do for and on its own behalf and on
behalf of its respective predecessors, successors, and assigns, and all of their
respective directors,  stockholders,  officers,  employees and agents,  release,
acquit  and  forever  discharge  GoAmerica  and  all of  its  past  and  present
corporations, partnerships, subsidiaries, affiliates, successors and assigns and
all of their respective partners,  shareholders,  directors,  officers,  agents,
employees,  including  without  limitation  [**],  attorneys,   representatives,
resellers,  distributors and direct and indirect  subscribers and customers,  of
and  from  any and all  claims,  demands,  actions,  suits,  causes  of  action,
controversies,  debts, costs, expenses, accounts, damages, judgments, losses and
liabilities  whatsoever,  in law or  equity,  known or  unknown,  whether or not
concealed  or hidden,  which were or could have been  asserted  by  Geoworks  or
Telcordia  against  GoAmerica prior to the Effective Date in connection with the
License Agreement,  Settlement  Agreement and/or Go.Web Technology.  Geoworks is
not  presently  aware of any  facts  that  would  give rise to a claim or action
against GoAmerica.  This release does not apply to any continuing obligations of
GoAmerica or [**] under this Agreement.

         5.2 GoAmerica  hereby agrees to and do for and on its own behalf and on
behalf of its predecessors,  successors, and assigns and all of their respective
directors,  stockholders,  officers,  employees and agents,  release, acquit and
forever  discharge  Geoworks and Telcordia and all of their  respective past and
present corporations,  partnerships,  subsidiaries,  affiliates,  successors and
assigns and all of their respective partners, shareholders, directors, officers,
agents, attorneys and representatives,  of and from any and all claims, demands,
actions,  suits,  causes  of  action,  controversies,  debts,  costs,  expenses,
accounts,  damages,  judgments,  losses and  liabilities  whatsoever,  in law or
equity,  known or unknown,  whether or not  concealed  or hidden,  which


                                       7
<PAGE>

were or could have been  asserted by  GoAmerica  against  Geoworks or  Telcordia
prior  to the  Effective  Date in  connection  with  the  License  Agreement  or
Settlement Agreement and/or Go.Web Technology.  GoAmerica is not presently aware
of any facts  that  would  give rise to a claim or action  against  Geoworks  or
Telcordia. This release does not apply to any continuing obligations of Geoworks
or Telcordia under this Agreement.

         5.3 Telcordia  hereby agrees to and do for and on its own behalf and on
behalf of its respective predecessors, successors, and assigns, and all of their
respective directors,  stockholders,  officers,  employees and agents,  release,
acquit  and  forever  discharge  GoAmerica  and  all of  its  past  and  present
corporations, partnerships, subsidiaries, affiliates, successors and assigns and
all of their respective partners,  shareholders,  directors,  officers,  agents,
employees,  including  without  limitation  [**],  attorneys,   representatives,
resellers,  distributors and direct and indirect  subscribers and customers,  of
and  from  any and all  claims,  demands,  actions,  suits,  causes  of  action,
controversies,  debts, costs, expenses, accounts, damages, judgments, losses and
liabilities  whatsoever,  in law or  equity,  known or  unknown,  whether or not
concealed or hidden, which were or could have been asserted by Telcordia against
GoAmerica prior to the Effective Date in connection with the License  Agreement,
Settlement Agreement and/or Go.Web Technology.  Telcordia is not presently aware
of any facts that would give rise to a claim or action against  GoAmerica.  This
release does not apply to any continuing  obligations of GoAmerica or [**] under
this  Agreement,  or to any  continuing  obligations  of [**] created  under his
Intellectual Property Agreement with Telcordia.

         5.4  [**]  hereby  agrees  to and  does  release,  acquit  and  forever
discharge  Geoworks and Telcordia and all of their  respective  past and present
corporations, partnerships, subsidiaries, affiliates, successors and assigns and
all of their respective partners,  shareholders,  directors,


                                       8
<PAGE>

officers, agents, attorneys and representatives, of and from any and all claims,
demands,  actions,  suits,  causes  of  action,  controversies,   debts,  costs,
expenses,  accounts,  damages,  judgments, losses and liabilities whatsoever, in
law or equity, known or unknown,  whether or not concealed or hidden, which were
or could have been asserted by [**] against  Geoworks or Telcordia  prior to the
Effective Date in connection with the License Agreement or Settlement  Agreement
and/or Go.Web  Technology.  [**] is not presently  aware of any facts that would
give rise to a claim or action against Geoworks or Telcordia.  This release does
not apply to any  continuing  obligations  of Geoworks or  Telcordia  under this
Agreement or of Telcordia under its Intellectual Property Agreement with [**].

6.       MUTUAL OBLIGATIONS, WARRANTIES AND REPRESENTATIONS

         6.1 Each party to this Agreement  represents and warrants to the others
that:

             (a)  the  person  signing  this  Agreement  on its  behalf  has the
requisite  power and authority to enter into this  Agreement,  and all necessary
corporate and other action to enter into this Agreement has been taken;

             (b) this  Agreement  has been duly executed and delivered by it and
constitutes its legal, valid and binding obligations,  enforceable in accordance
with the terms set forth herein; and

             (c) it has made such  investigation of the facts pertaining to this
Agreement as it deems  necessary  and has received  all such  information  as it
deems necessary and appropriate to enter into this Agreement.


                                       9
<PAGE>

         6.2 This Agreement is not intended and shall not be construed or deemed
an admission adverse to any of the parties hereto of (a) any liability to or any
person  and/or  entity,  (b)  the  commission  of any act or  wrong,  or (c) any
violation of any law or regulation.

7.       MISCELLANEOUS

         7.1 The provisions of this Agreement are binding on the parties' lawful
successors and assigns.  The obligations of Geoworks and Telcordia hereunder are
separate and not joint, that is, Telcordia shall not be liable for any breach by
Geoworks and Geoworks shall not be liable for any breach by Telcordia.

         7.2 This Agreement, together with the sections of the License Agreement
and Settlement  Agreement set forth in Section 4 above,  constitutes  the entire
agreement and understanding among the parties with respect to the subject matter
hereof and all prior discussions, representations, understandings and agreements
with respect to the subject matter hereof, express or implied,  written or oral,
are superseded and merged into this Agreement.

         7.3 The headings used in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.

         7.4 The parties agree that the  provisions of this  Agreement  shall be
interpreted and enforced in accordance with the laws of the State of New Jersey.
Any dispute  regarding  this Agreement  shall be presented  first to the federal
court in New  Jersey  having  jurisdiction.  In the event of any  dispute,  each
party's sole recourse shall be for monetary damages and/or specific  performance
of the terms of this  Agreement.  The  prevailing  party in any dispute shall be
entitled to recover its reasonable  attorneys' and experts' fees.  Late payments
shall bear interest at the rate of one percent per month.


                                       10
<PAGE>

         7.5 The terms and conditions of this Agreement shall not be disclosed
by any party without the prior written consent of the other parties. This
obligation is subject to the following exceptions:

             (a)  Disclosure is  permissible  if required by government or court
order, provided that the party so ordered shall take all reasonable steps (e.g.,
discovery  protective order) to prevent or otherwise  minimize the disclosure of
this  Agreement,  and shall provide prior written notice to the other parties of
the  circumstances  surrounding  such  disclosure,  to  enable  them  to  seek a
protective order.

             (b) Disclosure is permissible if otherwise required by law.

             (c)  Disclosure is  permissible if required to enforce rights under
this Agreement.

             (d) Each party may disclose  this  Agreement or its contents to the
extent  reasonably  necessary,  on a  confidential  basis,  to its  accountants,
attorneys,  financial  advisors,  its  present  or future  providers  of venture
capital and/or potential investors in or acquirers of such party.

         7.6 If any  provision  of  this  Agreement  should  be  adjudged  to be
unreasonable,  then the scope thereof shall be reduced or modified to the extent
necessary to make the provision enforceable.

         7.7 In the event that any term or provision of this Agreement shall for
any reason be held to be invalid,  illegal or unenforceable in any respect, this
Agreement  shall  continue  in full force and  effect,  except  that it shall be
interpreted  and construed as if such terms and  provisions,  to the extent that
the same shall have been held to be invalid, illegal or unenforceable, had never
been contained herein.


                                       11
<PAGE>

         7.8  Any  notice  given  under  this  Agreement  shall  be in  writing,
addressed to the parties as  indicated  below,  or to such other  address as may
hereinafter  be designated  by any party to the other by notice in writing.  Any
such notice shall be given personally,  by certified or registered mail, postage
fully prepaid, return receipt requested. Any notice shall be deemed given on the
date of delivery, if given personally,  or if given by mail, then on the date on
which the return receipt is postmarked,  evidencing delivery or any inability to
deliver for any reason, provided in the event receipt is not so postmarked, then
such  notice  shall be deemed to have been given five (5) days after the date of
posting by the sender. Addresses for such notices are as follows:

         GoAmerica, Inc.                       Geoworks Corp.
         Chief Financial Officer               Chief Financial Officer
         433 Hackensack Ave                    960 Atlantic Ave.
         Hackensack, NJ 07601                  Alameda CA 94501

         with a copy to:

         Virginia R. Richard, Esq.
         Winston & Strawn
         200 Park Avenue
         New York, New York 10166


         [**]                                  Telcordia Technologies, Inc.
         GoAmerica, Inc.                       Joseph Giordano
         433 Hackensack Ave                    445 South Street 1J106R
         Hackensack, NJ 07601                  Morristown, New Jersey 07960


         7.9 No modification or amendment of any of the provisions  contained in
this Agreement shall be valid unless made in writing and executed by officers of
all parties.  No waiver of any of the  provisions  contained  in this  Agreement
shall be valid  unless made in writing and executed by an officer of the waiving
party.


                                       12
<PAGE>

         7.10  This  Agreement  may be  executed  on  facsimile  copies  in four
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same agreement.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their authorized representative, each signatory having the requisite
corporate authority to do so.


GoAmerica, Inc.:                         Geoworks Corporation:


By:     /s/ Aaron Dobrinsky                  By:   /s/ David Pepe
   ------------------------------               --------------------------------
                                                  Senior Vice President of
Its:   Chief Executive Officer               Its: Products & Services
    -----------------------------                -------------------------------

Date:  October 8, 2001                       Date: October 9, 2001
     ----------------------------                 ------------------------------



[**]:                                        Telcordia Technologies, Inc.:

        /s/ [**]                             By:   /s/ Joseph Giordano
---------------------------------               --------------------------------

Date:                                        Its:  Associate General Counsel
     ----------------------------                -------------------------------

                                             Date: October 5, 2001
                                                  ------------------------------