MERGER AGREEMENT AND

                             PLAN OF REORGANIZATION

                                  BY AND AMONG

                                GOAMERICA, INC.

                         GOAMERICA ACQUISITION III CORP.

                                      AND

                          OUTBACK RESOURCE GROUP, INC.

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                                TABLE OF CONTENTS

ARTICLE I
THE MERGER.....................................................................1

   1.1     Merger; Effective Time of the Merger................................1
   1.2     Closing; Closing Date...............................................1
   1.3     Effects of the Merger...............................................2
   1.4     Merger Consideration................................................2
   1.5     Tax-Free Reorganization.............................................3

ARTICLE II
EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS;
EXCHANGE OF CERTIFICATES.......................................................3

   2.1     Effect on Capital Stock.............................................3
   2.2     Exchange of Certificates............................................4
   2.3     Escrow of Shares....................................................6
   2.4     Taking of Necessary Action; Further Action..........................6

ARTICLE III
REPRESENTATIONS AND WARRANTIES.................................................6

   3.1     Representations and Warranties of OutBack and the Major
           Shareholders........................................................6
   3.2     Representations and Warranties of GoAmerica and Sub................19

ARTICLE IV
CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME;  ADDITIONAL AGREEMENTS......21

   4.1     Conduct of Business................................................21
   4.2     Access to Information..............................................23
   4.3     OutBack Shareholders' Consent......................................23
   4.4     Preparation of Proxy Statement or Information Statement............23
   4.5     Tax Matters........................................................24
   4.6     Breach of Representations and Warranties...........................24
   4.7     Consents...........................................................24
   4.8     Commercially Reasonable Efforts....................................24
   4.9     Performance by Sub.................................................24
   4.10    FIRPTA.............................................................25
   4.11    Legal Conditions to the Merger.....................................25
   4.12    Employee Matters...................................................25
   4.13    Expenses and Transfer Taxes........................................26
   4.14    Issuance of Share Certificates.....................................26
   4.15    Public Announcements...............................................26
   4.16    Confidentiality....................................................27
   4.17    Exclusivity........................................................27


<PAGE>

   4.18    Termination of OutBack Investor Rights.............................28
   4.19    OutBack Stock Options..............................................28
   4.20    OutBack Notes Payable..............................................28

ARTICLE V
CONDITIONS PRECEDENT..........................................................29

   5.1     Conditions to Each Party's Obligation to Effect the Merger.........29
   5.2     Conditions of Obligations of GoAmerica and Sub.....................30
   5.3     Conditions of Obligations of OutBack...............................31

ARTICLE VI
INDEMNIFICATION...............................................................32

   6.1     Indemnification by the Shareholders................................32
   6.2     Procedures Relating to Indemnification.............................33
   6.3     Limitation on Indemnification......................................34
   6.4     Exclusive Remedy...................................................35
   6.5     Event of Fraud.....................................................35
   6.6     Shareholder Representative.........................................35
   6.7     Breach of Representation by GoAmerica..............................36

ARTICLE VII
TERMINATION...................................................................36

   7.1     Termination........................................................36

ARTICLE VIII
GENERAL PROVISIONS............................................................37

   8.1     Survival of Representations, Warranties and Agreements.............37
   8.2     Amendment..........................................................37
   8.3     Extension; Waiver..................................................37
   8.4     Notices............................................................37
   8.5     Interpretation.....................................................39
   8.6     Counterparts.......................................................39
   8.7     Entire Agreement...................................................39
   8.8     No Transfer........................................................39
   8.9     Severability.......................................................39
   8.10    Other Remedies.....................................................39
   8.11    Further Assurances.................................................40
   8.12    Absence of Third Party Beneficiary Rights..........................40
   8.13    Mutual Drafting....................................................40
   8.14    Governing Law......................................................40
   8.15    Knowledge..........................................................40


                                       ii
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EXHIBITS:

     EXHIBIT 1.1       CALIFORNIA AGREEMENT AND PLAN OF MERGER
     EXHIBIT 1.4(b)    WARRANT AGREEMENT
     EXHIBIT 2.3       ESCROW AGREEMENT
     EXHIBIT 5.2(f)    INVENTION ASSIGNMENT AGREEMENT
     EXHIBIT 5.2(g)    NON-COMPETE AGREEMENT
     EXHIBIT 5.2(k)    SHARE RESTRICTION AGREEMENT


SCHEDULES:

     SCHEDULE 4.20     NOTES PAYABLE

     SCHEDULE 5.2(g)   MAJOR SHAREHOLDERS TO EXECUTE NON-COMPETE AGREEMENTS

     SCHEDULE 5.2(k)   MAJOR SHAREHOLDERS TO EXECUTE SHARE RESTRICTION AGREEMENT

     SCHEDULE 5.3(e)   EMPLOYEES TO RECEIVE OFFER LETTERS

     OUTBACK DISCLOSURE SCHEDULE

     GOAMERICA DISCLOSURE SCHEDULE

<PAGE>


         MERGER AGREEMENT AND PLAN OF REORGANIZATION,  dated  as of November 13,
2001 (this  "Agreement"),  by and among GOAMERICA,  INC. a Delaware  corporation
("GoAmerica"),  GOAMERICA  ACQUISITION  III CORP., a Delaware  corporation and a
direct  wholly-owned  subsidiary of GoAmerica  ("Sub"),  OUTBACK RESOURCE GROUP,
INC., a California  corporation  ("OutBack") and, as to Section 2.3, Section 3.1
and Article VI only, the  shareholders  of OutBack as set forth on the signature
page hereto (the "Major Shareholders").

         The Board of Directors of each of the above corporations, respectively,
deem it advisable for the welfare and best  interests of said  corporations  and
for the best interests of the respective  shareholders of said corporations that
Sub be merged with and into OutBack on the terms and conditions  hereinafter set
forth  and  in  accordance  with  the  provisions  of  the  California   General
Corporation Law and the Delaware General  Corporation  Law. In such merger,  the
shareholders  of OutBack  will  receive  shares of Common  Stock and Warrants to
purchase  shares of Common Stock of GoAmerica,  in conversion of their shares of
OutBack Common Stock (as defined in Section 3.1(d) below).

         NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises,  the
provisions and the respective agreements  hereinafter set forth, and in order to
set forth the terms and  conditions  of the merger of Sub with and into  OutBack
and the mode of  carrying  the same into  effect,  the parties  hereby  agree as
follows:

                                   ARTICLE I
                                   THE MERGER

         1.1 Merger; Effective Time of the Merger.

         Subject  to the  terms  and  conditions  of this  Agreement  and of the
Agreement  and Plan of  Merger  attached  hereto  as  Exhibit  1.1 (the  "Merger
Agreement"),  Sub will be  merged  with  and  into  OutBack  (the  "Merger")  in
accordance with the California General  Corporation Law and the Delaware General
Corporation Law. In accordance with the provisions of this Agreement, the Merger
Agreement,  together  with  required  certificates,  if any,  shall  be filed in
accordance with the California  General  Corporation Law on the Closing Date (as
defined  in  Section  1.2  below),  a  Certificate  of Merger  shall be filed in
accordance  with the Delaware  General  Corporation Law on the Closing Date and,
except as  otherwise  set forth  herein,  each issued and  outstanding  share of
OutBack  Common Stock shall be converted  into (a) shares of Common  Stock,  par
value $.01 per share, of GoAmerica  ("GoAmerica  Common Stock") and (b) warrants
to purchase  GoAmerica  Common Stock  ("GoAmerica  Warrants").  The Merger shall
become  effective upon  confirmation  of the filing of the Merger  Agreement and
such other  certificates  with the Secretary of State of the State of California
(the date of  confirmation of such filing being  hereinafter  referred to as the
"Effective Date of the Merger" and the time of confirmation of such filing being
hereinafter referred to as the "Effective Time of the Merger").

         1.2 Closing; Closing Date.

         The  closing of the Merger (the  "Closing")  will take place as soon as
practicable on the later of (a) the date on which OutBack  shareholder  approval
is obtained, as contemplated by

<PAGE>

Section 4.3 below or (b) the first business day after satisfaction or waiver of
the  latest to occur  of the conditions  set forth  in Article V  (the  "Closing
Date"),  at the offices of Hale and Dorr LLP, 650 College Road East,  Princeton,
New Jersey 08540,  unless a different date is  agreed to by  the parties hereto.
The Closing will be effective as of the Effective Time of the Merger.

         1.3 Effects of the Merger.

         At the Effective Time of the Merger,  (a) the separate existence of Sub
shall cease and Sub shall be merged with and into  OutBack  (Sub and OutBack are
sometimes referred to collectively herein as the "Constituent  Corporations" and
OutBack  after the  Merger is  sometimes  referred  to herein as the  "Surviving
Corporation"),  (b) OutBack shall be a wholly-owned subsidiary of GoAmerica; (c)
the Articles of Incorporation of OutBack,  as amended,  shall be the Articles of
Incorporation  of the  Surviving  Corporation,  (d) the  Bylaws of  OutBack,  as
amended, shall be the Bylaws of the Surviving Corporation,  (e) Aaron Dobrinsky,
Joseph Korb,  Francis Elenio and James  Mortensen  shall be the directors of the
Surviving Corporation (it being a condition to the Closing that all directors of
OutBack  other  than James  Mortensen  shall  have  resigned  on or prior to the
Effective  Time of the  Merger),  (f) Aaron  Dobrinsky  (Chairman),  Joseph Korb
(Executive Vice President),  Francis Elenio (Chief Financial Officer,  Treasurer
and  Secretary)  and James  Mortensen  (President)  shall be the officers of the
Surviving  Corporation  and (g) the Merger  shall,  from and after the Effective
Time of the Merger,  have all the effects provided by applicable law,  including
Section 1107 of the California General Corporation Law. GoAmerica agrees that it
will not amend (or permit to be  amended)  the  Articles  of  Incorporation,  as
amended,  or the Bylaws of OutBack to adversely affect the rights of the current
OutBack officers or directors to indemnification by OutBack.

         1.4 Merger Consideration.


         The  aggregate  consideration  to be paid in the  Merger  (the  "Merger
Consideration") shall consist of:

             (a)  Stock   Consideration.   An  aggregate   issuance  to  OutBack
shareholders  of 135,000  shares of GoAmerica  Common Stock minus that number of
shares  that would  have been  allocated  pursuant  to this  Section  1.4 to the
Dissenting  Shareholders  (as  defined  in  Section  2.1(d)  below) had they not
exercised their dissenter's rights under the California General  Corporation Law
(the "Merger Shares"). The Merger Shares shall not be registered pursuant to the
Securities Act of 1933, as amended (the "Securities  Act").  Except as set forth
in Section  2.1(d) and subject to Section 2.1(e) and Section 2.3, each holder of
OutBack  Common Stock shall receive that number of Merger Shares as  constitutes
such shareholder's pro rata portion thereof. Each OutBack shareholder's pro rata
portion of the Merger Shares shall be calculated  by  multiplying  the number of
shares  of  OutBack  Common  Stock  held of record  by that  shareholder  by the
quotient  obtained by dividing 135,000 by the number of shares of OutBack Common
Stock  outstanding  immediately  prior to the Effective Time of the Merger.  The
value per share of a Merger  Share shall be equal to the average  closing  price
per share of GoAmerica  Common Stock on the Nasdaq  National Market for the five
trading days immediately preceding the Closing Date (the " Merger Share Price").


                                      -2-
<PAGE>

             (b)  Warrant  Consideration.   An  aggregate  issuance  to  OutBack
shareholders  of GoAmerica  Warrants to purchase 67,500 shares minus that number
of GoAmerica  Warrants that would have been  allocated  pursuant to this Section
1.4 to the  Dissenting  Shareholders  had they not exercised  their  dissenter's
rights under the California General Corporation Law (the "Merger Warrants"). The
exercise  price of the Merger  Warrants  shall be $3.00 per share and the Merger
Warrants  shall be  exercisable  for a term of three  (3)  years  following  the
Closing and shall be evidenced by a Warrant  Agreement in substantially the form
attached  hereto as Exhibit  1.4(b).  Except as set forth in Section  2.1(d) and
subject to Section 2.1(e) each holder of OutBack Common Stock shall receive that
number of Merger  Warrants as constitutes  such  shareholder's  pro rata portion
thereof.  Each OutBack  shareholder's  pro rata  portion of the Merger  Warrants
shall be calculated by multiplying  the number of shares of OutBack Common Stock
held of record by that  shareholder by the quotient  obtained by dividing 67,500
by the number of shares of OutBack Common Stock outstanding immediately prior to
the Effective Time of the Merger (the "Warrant Conversion Ratio").

             (c)  Adjustment  for Stock  Splits,  Stock  Dividends,  etc. To the
extent GoAmerica implements any stock split, stock dividend,  stock distribution
or other  reclassification of GoAmerica Common Stock between the date hereof and
the  Effective  Time of the  Merger,  the  number of Merger  Shares to be issued
pursuant to paragraph (a) above,  the number of GoAmerica  Warrants to be issued
pursuant  to  paragraph  (b) above  and the  exercise  price for such  GoAmerica
Warrants shall be adjusted to account for such stock split, etc.

         1.5 Tax-Free Reorganization.


         The Merger is  intended  to be a  reorganization  within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code").


                                   ARTICLE II
                EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
               CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

         2.1 Effect on Capital Stock.

         As of the Effective Time of the Merger, by virtue of the Merger and
without any action on the part of the holders of any shares of capital stock of
GoAmerica, Sub or OutBack:

             (a)  Capital  Stock of Sub.  All issued and  outstanding  shares of
Common  Stock of Sub shall be  converted  into an  aggregate  of 1,000 shares of
Common  Stock  of the  Surviving  Corporation.  Each  stock  certificate  of Sub
evidencing ownership of any such shares shall be deemed to evidence ownership of
such number of shares of Common Stock of the Surviving Corporation.

             (b)  Cancellation  of  Treasury  Stock of  OutBack.  All  shares of
capital stock of OutBack held as treasury  stock,  if any, shall be canceled and
no GoAmerica Common Stock,  GoAmerica Warrants or other  consideration  shall be
delivered in conversion thereof.

             (c)  Conversion  of  Capital  Stock  of  OutBack.  All  issued  and
outstanding  shares of OutBack  Common Stock shall be converted  into and become
the right to receive,


                                      -3-
<PAGE>

subject to Section 2.1(d),  the Merger  Consideration in accordance with Section
1.4 hereof. All shares of OutBack Common Stock converted in accordance with this
Section   2.1(c)  shall  no  longer  be  deemed  to  be  outstanding  and  shall
automatically  be canceled and retired and shall cease to exist. Each  holder of
record of any such shares at the  Effective  Time of the  Merger shall  cease to
have  any  rights  with  respect  thereto,  except  the  right  to receive their
respective  portion  of  the  Merger Consideration  into  which their  shares of
OutBack Common Stock are converted.

             (d)  Dissenters'  Rights.  If holders of OutBack  Common  Stock are
entitled to dissenters' rights at the Effective Time of the Merger under Chapter
13 of the California General Corporation Law, the shares as to which dissenters'
rights are available ("Dissenting Shares") shall not be converted into GoAmerica
Common Stock or GoAmerica Warrants on or after the Effective Time of the Merger,
but shall  instead be  converted  into the right to receive  from the  Surviving
Corporation  such  consideration  as may be determined to be due with respect to
such Dissenting Shares pursuant to the California  General  Corporation Law. The
Surviving  Corporation shall give GoAmerica prompt notice of any demand received
by the  Surviving  Corporation  for  appraisal  of  OutBack  Common  Stock,  and
GoAmerica  shall  have  the  right  to  participate  in  all   negotiations  and
proceedings with respect to such demand. The Surviving  Corporation agrees that,
except with the prior  written  consent of GoAmerica,  or as required  under the
California  General  Corporation  Law, it will not voluntarily  make any payment
with  respect to, or settle or offer to settle,  any such demand for  appraisal.
Each holder of Dissenting Shares (a "Dissenting  Shareholder")  who, pursuant to
the provisions of Chapter 13 of the California General  Corporation Law, becomes
entitled to payment of the value of shares of OutBack Common Stock shall receive
payment  therefor (but only after the value therefor shall have been agreed upon
or finally  determined  pursuant to such provisions).  In the event of the legal
obligation,  after  the  Effective  Time of the  Merger,  to  deliver  shares of
GoAmerica Common Stock and GoAmerica Warrants to any Dissenting  Shareholder who
shall have failed to make an effective  demand for  appraisal or shall have lost
his, her or its status as a Dissenting  Shareholder,  GoAmerica  shall issue and
deliver,  upon  surrender  by such  Dissenting  Shareholder  of his,  her or its
certificate or  certificates  representing  shares of OutBack Common Stock,  the
shares of  GoAmerica  Common  Stock and the  GoAmerica  Warrants  to which  such
Dissenting Shareholder is then entitled under this Section 2.1 and Chapter 13 of
the  California  General  Corporation  Law.  GoAmerica will pay on behalf of the
Surviving Corporation all sums due to holders of Dissenting Shares on account of
such shares.

             (e) Fractional Shares.  Fractional shares of GoAmerica Common Stock
shall not be issued in the Merger.  In the event that  fractional  shares  would
otherwise  be  issuable  upon the  calculations  set  forth in  Section  2.1(c),
GoAmerica shall pay to the holders of OutBack Common Stock the cash value of any
fractional  share  interest  resulting  therefrom (to be  determined  based upon
Merger Share Price).  If upon  application of the Warrant  Conversion  Ratio the
number of shares of GoAmerica  Common Stock  underlying any Merger Warrant would
have a fractional amount,  such fractional amount must be rounded to the nearest
whole share.

         2.2 Exchange of Certificates.

             (a) Exchange  Agent.  GoAmerica  shall act as exchange agent in the
Merger. OutBack hereby consents to such appointment.


                                      -4-
<PAGE>

             (b) GoAmerica to Provide Common Stock. Promptly after the Effective
Time of the Merger and subject to  fulfillment of the  obligations  set forth in
Section 2.2(c) below,  GoAmerica shall make available for exchange in accordance
with this Article II, through such reasonable procedures as GoAmerica may adopt,
the  shares of  GoAmerica  Common  Stock  and the  GoAmerica  Warrants  issuable
pursuant  to  Section  1.4 and  Section  2.1 above in  conversion  of all of the
outstanding shares of OutBack Common Stock for which dissenter's rights were not
exercised.

             (c) Exchange  Procedures.  Within ten (10)  business days after the
Effective Time of the Merger, GoAmerica shall mail to each holder of record of a
certificate or certificates which immediately prior to the Effective Time of the
Merger   represented   outstanding   shares  of   OutBack   Common   Stock  (the
"Certificates") whose shares are being converted into GoAmerica Common Stock and
GoAmerica  Warrants pursuant to Section 1.4 and Section 2.1 hereof, (i) a letter
of transmittal (which shall specify that delivery shall be effected, and risk of
loss and  title to the  Certificates  shall  pass,  only  upon  delivery  of the
Certificates  to  GoAmerica  and which shall be in such form and have such other
provisions as GoAmerica may reasonably  specify),  and (ii) instructions for use
in effecting the surrender of the  Certificates in exchange for GoAmerica Common
Stock and GoAmerica  Warrants.  Upon surrender of a Certificate for cancellation
to  GoAmerica  or to such  other  agent or agents as may be  appointed  thereby,
together  with such letter of  transmittal,  duly  executed,  the holder of such
Certificate  shall be  entitled to receive in  conversion  thereof the number of
shares of GoAmerica  Common Stock and the number of GoAmerica  Warrants to which
the holder of OutBack  Common  Stock is  entitled  pursuant  to Section  1.4 and
Section 2.1 hereof.  The Certificate so surrendered shall forthwith be canceled.
In the event of a transfer of  ownership  of OutBack  Common  Stock which is not
registered on the transfer records of OutBack,  the appropriate number of shares
of  GoAmerica  Common  Stock  and  GoAmerica  Warrants  may  be  delivered  to a
transferee  if  the  Certificate  representing  such  OutBack  Common  Stock  is
presented to GoAmerica and accompanied by all documents required to evidence and
effect such transfer and to evidence that any  applicable  stock  transfer taxes
have  been  paid.  From  and  after  the  Effective  Time of the  Merger,  until
surrendered as  contemplated  by this Section 2.2,  subject to the provisions of
Section 2.1(d),  each Certificate shall be deemed for all corporate  purposes to
evidence  the  number of  shares of  GoAmerica  Common  Stock and the  number of
GoAmerica  Warrants into which the shares of OutBack Common Stock represented by
such Certificate have been converted.  If any Certificate  shall have been lost,
stolen or  destroyed,  upon the making of an affidavit of that fact, in form and
substance acceptable to GoAmerica, by the person claiming such Certificate to be
lost, stolen or destroyed, and complying with such other conditions as GoAmerica
may reasonably impose (including the execution of an indemnification undertaking
in  favor  of the  Surviving  Corporation  and  GoAmerica  with  respect  to the
Certificate alleged to be lost, stolen or destroyed),  GoAmerica will deliver to
such person such shares of GoAmerica  Common Stock and such  GoAmerica  Warrants
and cash for  fractional  shares of GoAmerica  Common  Stock,  if any, as may be
required pursuant to Section 1.4 and Section 2.1 hereof.

             (d) No Further  Ownership  Rights in Capital Stock of OutBack.  All
GoAmerica Common Stock and GoAmerica  Warrants  delivered upon the surrender for
exchange of shares of OutBack  Common Stock in accordance  with the terms hereof
shall be  deemed to have  been  delivered  in full  satisfaction  of all  rights
pertaining  to such shares of OutBack  Common  Stock.  There shall be no further
registration of transfers on the stock transfer books of


                                      -5-
<PAGE>

the  Surviving Corporation  of the  shares of  OutBack Common Stock  which  were
outstanding immediately  prior to the Effective  Time of the Merger.  If,  after
the Effective Time of the Merger,  Certificates  are presented  to the Surviving
Corporation for any reason, they  shall be canceled and converted as provided in
this Article II,  provided  that (i)  the  presenting   holder is  listed on the
OutBack  Shareholder List  (as provided in Section  5.2(e) below) as a holder of
outstanding   OutBack  Common  Stock  (or  can   document,  to   the  reasonable
satisfaction of  the Surviving  Corporation,  the  transfer  to such  presenting
holder  by a  holder listed on  the OutBack  Shareholder  List  as a  holder  of
outstanding  OutBack Common Stock) and (ii)  neither the  Surviving  Corporation
nor  GoAmerica  shall  be obligated to issue,  in the  aggregate,  more than the
number of shares of  GoAmerica  Common Stock  and GoAmerica Warrants  determined
pursuant to the calculations set forth in Section 1.4 above.

         2.3 Escrow of Shares.

         At the Effective  Time of the Merger,  GoAmerica  shall deposit  twenty
(20%) of the Merger Shares (the "Escrow Shares") with an escrow agent reasonably
satisfactory  to OutBack and  GoAmerica to be held and  disbursed by that escrow
agent in accordance with the form of escrow agreement attached hereto as Exhibit
2.3 (the "Escrow  Agreement").  The Escrow Shares will be deducted pro rata from
the Merger  Shares  allocable  to the  Shareholders  (as  defined in Section 6.1
hereof),  each  Shareholder  being  deemed  to  consent  to  such  deduction  by
acceptance  of its  portion of the Merger  Shares.  To the extent  GoAmerica  is
entitled to make a claim against the Escrow Shares  pursuant to this  Agreement,
GoAmerica  shall set off and apply against  Indemnifiable  Losses (as defined in
Section 6.1 below) the Escrow Shares in accordance  with the terms hereof and of
the Escrow Agreement.  Pursuant to the terms of the Escrow Agreement, the Escrow
Shares  shall be  valued  at any  time,  for  purposes  of set off  against  any
Indemnifiable  Losses,  at the then current  market  value of  GoAmerica  Common
Stock.

         2.4 Taking of Necessary Action; Further Action.

         GoAmerica, Sub and OutBack, respectively, shall take all such action as
may be  necessary  or  appropriate  in order to effect the Merger as promptly as
possible.  If, at any time after the Effective  Date of the Merger,  any further
action is necessary or desirable to carry out the purposes of this Agreement and
to vest the Surviving  Corporation with full right,  title and possession to all
assets,  property,  rights,  privileges,  powers and franchises of either of the
Constituent  Corporations,  the officers and directors of such  corporation  are
fully  authorized in the name of the corporation or otherwise to take, and shall
take, all such action.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations   and   Warranties   of   OutBack  and   the  Major
Shareholders.

         Except  as  disclosed  in a  schedule  referring  specifically  to this
Agreement  which is delivered by OutBack to GoAmerica and Sub upon the execution
of this  Agreement  (such  schedule to be updated as of the  Closing  Date) (the
"OutBack  Disclosure  Schedule"),  each of  OutBack  and the Major  Shareholders
represents  and  warrants  to  GoAmerica  and  Sub as  set  forth  below,  which
representations  and  warranties  are  true and  correct  as of the date of this
Agreement


                                      -6-
<PAGE>

and  will be true and  correct  as of the  Closing  Date  (except  as  otherwise
specifically  and expressly  permitted  under  this Agreement). As  used in this
Agreement,  "Business Condition" with respect to any corporate entity shall mean
the  current business,  financial condition,  results of operations,  assets and
prospects of such corporate entity.

             (a) Organization and Good Standing; Articles and Bylaws. OutBack is
a corporation  duly organized and existing under,  and by virtue of, the laws of
the State of California  and is in corporate  and tax good  standing  under such
laws. OutBack has the requisite corporate power and authority to own and operate
its properties and assets, and to carry on its business as presently  conducted.
OutBack  is  qualified  to  do  business  as  a  foreign   corporation  in  each
jurisdiction  in which the  failure  to be so  qualified  would  have a material
adverse effect on OutBack's Business Condition.  OutBack has furnished GoAmerica
or its counsel with copies of its  Articles of  Incorporation,  as amended,  and
Bylaws.  Said copies are true,  correct and complete and contain all  amendments
through the date hereof.

             (b) Corporate Power.  OutBack has all requisite legal and corporate
power and authority to execute and deliver this Agreement,  the Merger Agreement
and any other  agreements  or documents  contemplated  hereby,  and,  subject to
approval of this  Agreement  and the Merger  Agreement  by the  shareholders  of
OutBack,  to carry  out and  perform  its  obligations  under  the terms of this
Agreement,   the  Merger   Agreement  and  any  other  agreements  or  documents
contemplated  hereby and to consummate the transactions  contemplated hereby and
thereby.

             (c)  Subsidiaries.   OutBack  has  no  subsidiaries  or  affiliated
companies  and does not otherwise own or control,  directly or  indirectly,  any
equity interest in any corporation, association or business entity.

             (d) Capitalization.

                 (i) Capital  Stock.  The  authorized  capital  stock of OutBack
consists of 2,500,000  shares of Class A Common Stock,  of which 133,400  shares
are issued and outstanding as of the date hereof and 2,500,000 shares of Class B
Common Stock of which 71,600  shares are issued and  outstanding  as of the date
hereof and of which 83,728 will be issued and outstanding as of the Closing Date
as a result of the fulfillment of OutBack's  obligations pursuant to Section 2.4
hereof (collectively, "OutBack Common Stock")

         The  outstanding   shares  of  OutBack  Common  Stock  have  been  duly
authorized  and validly  issued,  and are fully paid and  nonassessable  and all
shares of OutBack Common Stock that may be issued upon exercise or conversion of
options,  warrants  or  notes  payable  of  OutBack  will be (upon  issuance  in
accordance  with their terms),  duly  authorized,  validly  issued,  fully paid,
nonassessable and free of all preemptive rights.

                 (ii)  Options.  OutBack has reserved  60,000  shares of Class B
Common Stock for issuance  pursuant to its 1997 Stock  Incentive  Plan, of which
options to purchase  12,128 shares of Common Stock are  outstanding and shall be
exercised  prior to Closing in  accordance  with the  provisions  of Section 2.4
hereof.

                                      -7-
<PAGE>

         The OutBack Disclosure Schedule sets forth a complete and accurate list
of, and the number of shares  owned of record  by,  the  holders of  outstanding
OutBack Common Stock as of the date hereof. The OutBack Disclosure Schedule sets
forth a complete  and  accurate  list of the  holders of options or  warrants to
purchase shares of OutBack Common Stock as of the date hereof, setting forth the
number of shares  subject to each such option or warrant and the exercise  price
and term of each such option or warrant.  Except as set forth above, there is no
outstanding  or authorized  option,  warrant or other right  (including  but not
limited to any convertible debt) providing for the issuance or redemption of any
of  OutBack's  Common  Stock.  There  are no  outstanding  or  authorized  stock
appreciation,  phantom stock or similar rights with respect to any securities of
OutBack.  In  accordance  with Section 4.18 hereof,  there are no  agreements to
which  OutBack  is a party or by which it is bound  with  respect  to the voting
(including without limitation voting trusts or proxies),  registration under the
Securities Act, or sale or transfer  (including  without  limitation  agreements
relating to  pre-emptive  rights,  rights of first  refusal,  co-sale  rights or
"drag-along"  rights) of any securities of OutBack.  In accordance  with Section
4.18 hereof,  to the knowledge of OutBack,  there are no agreements  among other
parties,  to which  OutBack  is not a party and by which it is not  bound,  with
respect to the voting (including without limitation voting trusts or proxies) or
sale or transfer (including without limitation  agreements relating to rights of
first  refusal,  co-sale  rights or  "drag-along"  rights) of any  securities of
OutBack.  The shares of OutBack Common Stock are free of any rights to receive a
liquidation  preference  upon  the  occurrence  of a  merger  or  consolidation,
including the transactions contemplated hereby.

             (e) Execution and Delivery.  This  Agreement has been duly executed
and delivered by OutBack.  This Agreement and the other agreements  contemplated
hereby, when duly executed and delivered by OutBack,  shall constitute valid and
binding obligations of OutBack,  enforceable in accordance with their respective
terms, subject to laws of general application relating to bankruptcy, insolvency
and the  relief of  debtors  and rules of law  governing  specific  performance,
injunctive relief or other equitable remedies.

             (f)  Financial  Statements.  OutBack has delivered to GoAmerica its
unaudited  financial   statements  (balance  sheet,   statement  of  operations,
shareholders'  equity and cash flows) for the year ended  December 31, 2000 (the
"OutBack Annual Financial  Statements"),  and its financial  statements (balance
sheet,  statement of operations  and cash flows) for the nine month period ended
September 30, 2001 (the "OutBack Interim Financial Statements" and, collectively
with  the  OutBack  Annual   Financial   Statements,   the  "OutBack   Financial
Statements").  The OutBack Financial  Statements are complete and correct in all
material  respects and have been prepared in accordance with generally  accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
indicated provided that the OutBack Interim Financial  Statements do not include
complete notes and are subject to year-end  adjustments.  The OutBack  Financial
Statements  present  fairly the  financial  condition of OutBack as at the dates
thereof  and reflect all  material  liabilities,  contingent  or  otherwise,  of
OutBack  required by generally  accepted  accounting  principles to be reflected
thereon as at such  dates.  Since  September  30,  2001,  there has not been any
change in the assets, liabilities,  financial condition or operations of OutBack
from that reflected in the OutBack  Financial  Statements,  except those changes
made in the ordinary course of business which have not been, either individually
or in the aggregate,  materially adverse.  All material  liabilities required by
generally  accepted  accounting  principles  to be disclosed in a balance  sheet
which are not  disclosed  in the OutBack  Financial  Statements  in


                                      -8-
<PAGE>

an amount in excess of $10,000 are set forth on the OutBack Disclosure Schedule.
The  accounting  records of OutBack  which  pertain to its  business  are in all
material respects complete and correct,  have been maintained in accordance with
good  business  practices  and  accurately  reflect the basis for the  financial
position and results of operations of OutBack's business.

             (g) Taxes.

                 (i) All returns,  reports,  declarations,  statements  or other
information  required to be supplied to a taxing  authority  relating to "Taxes"
(as  hereinafter  defined) ("Tax  Returns")  which are required to be filed with
respect to OutBack on or before the Closing Date have been, or will be, duly and
timely  filed and all such  returns and reports  are, or will be,  complete  and
correct  in all  material  respects.  All  Taxes,  assessments,  fees and  other
governmental charges imposed on or with respect to OutBack which have become due
and  payable on or before the  Closing  Date have been,  or will be prior to the
Closing Date,  paid in a timely manner by OutBack or shall be accrued for in the
balance  sheet and there is no liability  (and no basis for any  liability)  for
Taxes with respect to OutBack which has not been (in the case of Taxes which are
not yet due and payable) accrued on the books of OutBack. OutBack is not and has
never been a member of a group of corporations  with which it has filed (or been
required to file) consolidated,  combined or unitary Tax Returns. OutBack has no
actual or potential  liability for any Tax obligation of any taxpayer (including
without  limitation any affiliated  group of corporations or other entities that
included  OutBack  during a prior  period)  other than  OutBack.  All Taxes that
OutBack is or was required by law to withhold or collect have been duly withheld
or  collected  and,  to the  extent  required,  have  been  paid  to the  proper
governmental  entity.  There are no actions or  proceedings  which are currently
pending of which  OutBack  has  received  notice,  or to the best  knowledge  of
OutBack,  which  have  been  threatened  against  OutBack  by  any  governmental
authority for the assessment or collection of Taxes, no claim for the assessment
or collection  of Taxes has been asserted or, to the best  knowledge of OutBack,
threatened  against OutBack and there are no matters under discussion by OutBack
with  any  governmental   authority  regarding  claims  for  the  assessment  or
collection  of Taxes  against  OutBack.  There  are no  agreements,  waivers  or
applications  by OutBack for an extension of time for the  assessment or payment
of any Taxes. There are no Tax liens on any of the assets of OutBack (other than
any lien for current Taxes not yet due and payable). True and complete copies of
all Tax Returns of OutBack,  or any predecessor entity thereof,  which have been
filed for any periods since January 1, 1994 have been provided or made available
to GoAmerica.

                 (ii) For purposes of this Agreement, the term "Taxes" means all
taxes,  charges,  fees,  levies or other  similar  assessments  or  liabilities,
including  without  limitation  income,  gross  receipts,  ad valorem,  premium,
value-added,  excise,  real property,  personal property,  sales, use, transfer,
withholding,  employment,  unemployment  insurance,  social  security,  business
license, business organization,  environmental,  workers compensation,  payroll,
profits,  license, lease, service,  service use, severance,  stamp,  occupation,
windfall  profits,  customs,  duties,  franchise  and other taxes imposed by the
United  States of  America or any state,  local or  foreign  government,  or any
agency thereof, or other political  subdivision of the United States or any such
government, and any interest, fines, penalties,  assessments or additions to tax
resulting  from,  attributable  to or incurred in connection with any tax or any
contest or dispute  thereof  and any amount  payable by OutBack  pursuant to any
Tax-sharing agreement or similar agreement with respect to any of the foregoing.
For the avoidance of doubt,  the term Taxes shall include,


                                      -9-
<PAGE>

without  limitation, any  Taxes duly determined  to be payable or assessed under
applicable  California state law in connection with the Merger.

                 (iii)  OutBack  (A) has  not,  with  regard  to any  assets  or
property  held,  acquired  or to be  acquired  thereby,  filed a consent  to the
application  of Section  341(f) of the Code and (B) has not been a United States
real property holding corporation within the meaning of Section 897(c)(2) of the
Code during the applicable period specified in Section  897(c)(l)(A)(ii)  of the
Code;

                 (iv)   OutBack has not conducted  any operations or sales which
have been or are required to be reported to the Internal  Revenue  Service under
the provisions of Section 999 of the Code.

                 (v)    OutBack has not made, is not obligated to make,  and  is
not a party to any agreement that under any circumstances  could obligate  it to
make  payments,  the  deductibility  of which would be  prohibited under Section
280G of the Code.

                 (vi)   OutBack (A) has no actual or potential liability for any
Taxes of any person  (other than  OutBack)  under  Treasury  Regulation  Section
1.1502-6 (or any similar provision of federal, state, local, or foreign law), or
as a transferee or successor, by contract, or otherwise;  and (B) is not and has
not been  required to make a basis  reduction  pursuant  to Treasury  Regulation
Section 1.1502-20(b) or Treasury Regulation Section 1.337(d)-2(b).

                 (vii)  None of the assets of OutBack  (A) is  property  that is
required  to be  treated  as being  owned by any other  person  pursuant  to the
provisions  of former  Section  168(f)(8) of the Code,  (B) is  "tax-exempt  use
property"  within the meaning of Section  168(h) of the Code or (C)  directly or
indirectly  secures any debt the interest on which is tax exempt  under  Section
103(a) of the Code.

                 (viii) OutBack has not  undergone,  has not agreed to undergo,
and is not  required  to  undergo  (nor will it be  required  as a result of the
transactions  contemplated  in this Agreement to undergo) a change in its method
of  accounting  resulting in an  adjustment  to its taxable  income  pursuant to
Section  481 of the Code.  OutBack  will not be  required to include any item of
income in, or exclude any item of deduction from, taxable income for any taxable
period (or portion thereof) ending after the Closing Date as a result of any (i)
change in method of  accounting  for a taxable  period ending on or prior to the
Closing  Date  under  Code  Section  481(c)  (or any  corresponding  or  similar
provision of state,  local or foreign income Tax law); (ii) "closing  agreement"
as described in Code Section 7121 (or any  corresponding or similar provision of
state,  local or foreign  income Tax law)  executed  on or prior to the  Closing
Date; (iii) deferred  intercompany  gain or any excess loss account described in
Treasury  Regulations  under Code Section 1502 (or any  corresponding or similar
provision of state,  local or foreign income Tax law); (iv)  installment sale or
open  transaction  disposition  made on or prior  to the  Closing  Date;  or (v)
prepaid amount received on or prior to the Closing Date.

                 (ix)   OutBack  has  not  distributed  to  its  shareholders or
security holders stock or securities of a controlled corporation, nor have stock
or securities of OutBack been distributed, in a transaction to which Section 355
of the Code applies (i) in the two years prior to


                                      -10-
<PAGE>

the date  of this  Agreement or  (ii) in a  distribution  that  could  otherwise
constitute  part  of a "plan" or "series  of related  transactions"  (within the
meaning  of  Section  355(e)  of  the   Code)  that  includes  the   transaction
contemplated by this Agreement.

                 (x)  OutBack has not incurred (or been  allocated)  an "overall
foreign  loss" as defined in  Section  904(f)(2)  of the Code which has not been
previously recaptured in full as provided in Sections 904(f)(l) and/or 904(f)(3)
of the Code.

                 (xi) OutBack  is  not a party to a gain  recognition  agreement
under Section 367 of the Code.

             (h) No Breach of Statute, Decree, Order or Contract. The execution,
delivery and  performance  of and  compliance  with this Agreement and the other
agreements contemplated hereby, (i) have not resulted and will not result in any
material violation of, or conflict with, or constitute a material default under,
(A)  OutBack's  Articles  of  Incorporation,  as  amended,  or  Bylaws,  (B) any
judgment,  decree or order to which  OutBack is a party or by which it is bound,
(C) any statute,  rule or governmental  regulation applicable to OutBack, or (D)
any of its material  agreements or (ii) have not resulted and will not result in
the  creation  of  any  material  (whether  individually  or in  the  aggregate)
mortgage,  pledge,  lien,  encumbrance  or charge upon any of the  properties or
assets of OutBack.

             (i) Litigation or Other Proceedings, etc. There is no action, suit,
proceeding or investigation pending against OutBack or its properties before any
court or  governmental  agency  (nor,  to  OutBack's  knowledge,  is  there  any
reasonable basis therefor or threat thereof).

             (j) Employees.

                 (i)   The OutBack Disclosure  Schedule  contains  a list of all
employees  of  OutBack,   along  with  the  position  and  the  annual  rate  of
compensation  of each  such  person.  Each  such  employee  has  entered  into a
confidentiality/assignment of inventions agreement with OutBack, a copy of which
has previously been delivered to GoAmerica.  Any OutBack  Intellectual  Property
(as defined in Section  3.1(k) below) created by any current or past employee of
OutBack,  during or prior to their employment with OutBack,  that is directly or
indirectly  related to the  current or  contemplated  business of OutBack is the
sole and exclusive property of OutBack. The OutBack Disclosure Schedule contains
a list  of all  employees  of  OutBack  who  are a  party  to a  non-competition
agreement with OutBack; copies of such agreements have previously been delivered
to GoAmerica. To the knowledge of OutBack, no key employee or group of employees
has any plans to terminate employment with OutBack.

                 (ii)  OutBack  is not a party  to or  bound  by any  collective
bargaining agreement, nor has it experienced any strikes, grievances,  claims of
unfair labor practices or other collective  bargaining disputes.  OutBack has no
knowledge of any organizational  effort made or threatened,  either currently or
within the past two (2) years, by or on behalf of any labor union or employee of
OutBack with respect to employees of OutBack.

                 (iii) Any  employee  of or  consultant  to OutBack who is not a
citizen  of the  United  States  at the time of such  employment  or  consulting
relationship has or had at all required times the proper  documentation in order
to be so employed or to provide services at his


                                      -11-
<PAGE>

or her respective work site. All citizens of countries  other  than  the  United
States  have received  all authorizations  and visas  necessary  for work in the
United States and all such authorizations and visas are valid and enforceable.

                 (iv)  To OutBack's  knowledge,  no  employee  of  OutBack is in
violation of any term of any  employment  contract,  confidentiality  agreement,
patent disclosure  agreement or any other contract or agreement  relating to the
relationship  of such  employee  with OutBack or any other party  because of the
nature of the  business  conducted  by  OutBack.  OutBack  is not aware that any
employee of OutBack is  obligated  under any  contract  (including  any license,
covenant or  commitment of any nature),  or subject to any  judgment,  decree or
order of any court or administrative  agency,  that would interfere with the use
of such  employee's  best  efforts to promote the  interests of OutBack or would
conflict with OutBack's business as presently conducted.

                 (v)   All employees and independent contractors of OutBack have
been properly classified as employees and independent contractors, respectively,
and OutBack has no liability  for benefits,  taxes or other  payments due to its
classification or engagement of such individuals.

                 (vi)  All employees  have been properly classified as exempt or
non-exempt under all applicable wage and hour laws.

                 (vii) OutBack has received no complaint  (whether  internal or
external) by any of its  employees  or  contractors  regarding  any of OutBack's
policies, practices, rules or procedures.

             (k) Intellectual Property.

                 (i)   OutBack  owns or has the  right  to use all  Intellectual
Property  (as  defined  below)  necessary  (A) to use,  manufacture,  market and
distribute the products manufactured, marketed, sold or licensed, and to provide
the services  provided,  by OutBack to other  parties  (together,  the "Customer
Deliverables") or (B) to operate OutBack's internal systems that are material to
the business or operations of OutBack, including,  without limitation,  computer
hardware  systems,  software  applications  and embedded  systems (the "Internal
Systems";  the  Intellectual  Property  owned  by or  licensed  to  OutBack  and
incorporated in or underlying the Customer  Deliverables or the Internal Systems
is referred to herein as the "OutBack  Intellectual  Property") in each case, as
presently conducted by OutBack.  Each item of the OutBack Intellectual  Property
will be owned or  available  for use by the  Surviving  Corporation  immediately
following the Closing on substantially  identical terms and conditions as it was
immediately  prior to the  Closing.  OutBack  has taken  reasonable  measures to
protect  the  proprietary  nature  of  each  item  of the  OutBack  Intellectual
Property.  To the knowledge of OutBack as of the date of this  Agreement and the
Closing Date, as applicable: (A) no other person or entity has any rights to any
of the OutBack Intellectual  Property (except pursuant to agreements or licenses
specified on the OutBack Disclosure Schedule); and (B) no other person or entity
is infringing,  violating or  misappropriating  any of the OutBack  Intellectual
Property. For purposes of this Agreement,  "Intellectual Property" means all (A)
patents and patent  applications,  both domestic and foreign (B)  copyrights and
registrations   thereof,   both   domestic


                                      -12-
<PAGE>

and   foreign  (C)  mask   works  and   registrations   and   applications   for
registration  thereof, (D) products,  computer  software  (including, source and
object  code),  data  and  documentation, (E)  trade  secrets  and  confidential
business information,   whether   patentable  or unpatentable and whether or not
reduced  to  practice,  know-how,  manufacturing  and production  processes  and
techniques,  research   and   development   information,  copyrightable   works,
financial,  marketing and business data, pricing and cost information,  business
and  marketing  plans and  customer  and  supplier  lists  and information,  (F)
trademarks,  service  marks,  trade  names,  domain names and  applications  and
registrations  therefor,  both domestic and foreign (G) other proprietary rights
relating   to  any  of  the  foregoing,  and  (H) licenses  to  any  third party
intellectual property.

                 (ii)   The OutBack Disclosure  Schedule lists each domestic and
foreign  patent,  patent  application,  copyright  registration  or  application
therefor, mask work registration or application therefor, and trademark, service
mark and domain name registration or application therefor of OutBack.

                 (iii)  None of the  Customer  Deliverables,  or the  marketing,
distribution,  provision or use thereof, infringes or violates, or constitutes a
misappropriation  of, any Intellectual  Property rights of any person or entity.
To the knowledge of OutBack,  none of the Internal Systems,  or the use thereof,
infringes or violates,  or constitutes a  misappropriation  of, any Intellectual
Property rights of any person or entity. The OutBack  Disclosure  Schedule lists
any complaint,  claim or notice, or written threat thereof,  received by OutBack
alleging any such infringement,  violation or misappropriation;  and OutBack has
provided  to  GoAmerica  and Sub  complete  and  accurate  copies of all written
documentation  in the  possession  of OutBack  relating  to any such  complaint,
claim, notice or threat.  OutBack has provided to GoAmerica and Sub complete and
accurate copies of all written documentation in OutBack's possession relating to
claims  or  disputes  known  to  OutBack  concerning  any  OutBack  Intellectual
Property.

                 (iv)   The  OutBack Disclosure Schedule identifies each license
or other  agreement (or type of  license or other agreement)  pursuant  to which
OutBack has licensed,  distributed or otherwise  granted any rights to any third
party with respect to any OutBack Intellectual Property.

                 (v)    The OutBack  Disclosure  Schedule  identifies  each item
of  OutBack Intellectual  Property that is owned  by a party other than OutBack,
and the license or agreement pursuant to which OutBack uses it.

                 (vi)   OutBack has not  disclosed  the  source code  for any of
the software owned by OutBack (the "Software") or other confidential information
constituting, embodied in or pertaining to the Software to any person or entity,
except pursuant to the agreements listed on the OutBack Disclosure Schedule, and
OutBack has taken reasonable measures to prevent disclosure of such source code.

                 (vii)  All of the copyrightable  materials (including Software)
incorporated in or bundled with the Customer  Deliverables  have been created by
employees  of  OutBack  within  the scope of their  employment  by OutBack or by
independent  contractors  of  OutBack  who have  executed  agreements  expressly
assigning  all right,  title and  interest in such


                                      -13-
<PAGE>

copyrightable  materials to OutBack. No portion of such copyrightable  materials
was jointly developed with any third party.

                 (viii) The Customer  Deliverables  and the Internal Systems are
free from substantial and material defects or programming  errors and conform in
all material respects to the written documentation and specifications therefor.

             (l)   Governmental   Consent,   etc.   No   consent,   approval  or
authorization  of or  designation,  declaration or filing with any  governmental
authority  on the part of  OutBack  is  required  in  connection  with the valid
execution  and  delivery  of  this  Agreement  or the  Merger  Agreement  or the
consummation  of the  transactions  contemplated  hereby or thereby,  except (i)
filing of the Merger  Agreement with the office of the  California  Secretary of
State and appropriate documents with the relevant authorities of other states in
which  OutBack is  qualified  to do  business,  (ii) such  consents,  approvals,
authorizations, designations, declarations and filings which, if not obtained or
made,  would not have a material  adverse  affect on the  Business  Condition of
OutBack,  and (iii) filings with federal or state authorities in order to effect
compliance with federal or state securities or "blue sky" laws.

             (m) Brokers or Finders; Other Offers. OutBack has not incurred, and
will not incur,  directly  or  indirectly,  as a result of any  action  taken by
OutBack,  any liability for brokerage or finders' fees or agents' commissions or
any  similar  charges in  connection  with this  Agreement  or the  transactions
contemplated hereby.

             (n)  Insurance.   OutBack  maintains  valid  policies  of  workers'
compensation  insurance  and of  insurance  with respect to its  properties  and
business of the kinds (including product liability insurance) and in the amounts
not less than is  customarily  obtained by  corporations  engaged in the same or
similar  business  and  similarly  situated,   including,   without  limitation,
insurance against loss, damage,  fire, theft,  public liability and other risks.
All premiums due and payable under all such policies have been paid.  OutBack is
not  liable  for  retroactive  premiums  or  similar  payments,  and  OutBack is
otherwise in compliance in all respects with the terms of such policies. OutBack
has no knowledge of any threatened material  termination of, or material premium
increase with respect to, any such policy.  Each such policy will continue to be
enforceable  and in full force and effect  immediately  following the Closing in
accordance with the terms thereof as in effect immediately prior to the Closing.

             (o) Material  Contracts  and  Obligations.  The OutBack  Disclosure
Schedule sets forth a list of all material  agreements  (oral or written) of any
nature to which  OutBack is a party or by which it is bound,  including  without
limitation (i) each agreement which requires  future  expenditures by OutBack in
excess of $25,000,  (ii) all  employment  and  consulting  agreements,  employee
benefit,  bonus,  pension,  profit-sharing,  stock  option,  stock  purchase and
similar  plans  and  arrangements  and  (iii)  any  arrangement,   relationship,
transaction  or  agreement  to which any  shareholder,  officer or  director  of
OutBack,  or any  "affiliate"  or "associate" of such persons (as such terms are
defined in the rules and regulations  promulgated  under the Securities Act), is
presently  a  party,  including  without  limitation,  any  agreement  or  other
arrangement  providing  for the  furnishing  of services  by,  rental of real or
personal property from, or otherwise  requiring  payments to, any such person or
entity,  other than any material agreement entered into by OutBack in compliance
with the terms of Section 4.1 hereof after the date of this  Agreement.


                                      -14-
<PAGE>

OutBack has delivered or made available to GoAmerica  copies of such agreements.
To OutBack's knowledge,  all of such agreements and contracts are valid, binding
and in full  force and  effect  and  represent  all of the  currently  effective
agreements  and  contracts by which  OutBack is bound.  OutBack is not,  nor, to
OutBack's  knowledge,  is any other  party  thereto,  in breach of any  material
provision of, or in default in any material respect under the terms of, any such
agreement or contract. All other agreements and contracts to which OutBack is or
was a party have been  terminated or will be  terminated in accordance  with the
terms of such agreements or contracts as of the Closing,  including particularly
any agreements or contracts containing non-solicit or non-compete provisions.

             (p) Title to Properties and Assets. OutBack has good and marketable
title to all of its properties and assets,  in each case subject to no mortgage,
pledge,  lien, lease,  security interest,  encumbrance or charge, other than (i)
the liens of current taxes not yet due and payable and (ii) possible minor liens
and encumbrances  which do not in any case materially  detract from the value of
the property subject thereto or materially impair the operations of OutBack, and
which have not arisen otherwise than in the ordinary course of business.

             (q) Regulatory Approvals. OutBack has all necessary authorizations,
approvals,  orders,  licenses,  certificates,  permits and  clearances  from all
governmental  regulatory  officials  and  bodies,  to own,  lease  or  sell  its
properties  and products  and to conduct its  business as  presently  conducted,
where the failure to have such would have a material adverse effect on OutBack's
Business Condition.

             (r)  Restrictions  on the Conduct of the  Business.  OutBack is not
restricted from conducting business in any location by agreement or court decree
where  such  restriction  would  have a  material  adverse  effect on  OutBack's
Business Condition.

             (s)  Powers  of  Attorney.  OutBack  has not  granted  any power of
attorney  (revocable or irrevocable) to any person,  firm or corporation for any
purpose whatsoever related to its business.

             (t) No Securities Laws Violations.

                 (i)  To OutBack's knowledge,  none of the officers or directors
of OutBack or any corporation in which any of them is an officer or director has
ever been the  subject  of any  order,  judgment  or decree of any  governmental
authority or administrator, or of any court of competent jurisdiction,  revoking
or suspending for cause any license,  permit or other authority to engage in the
securities  business or in the sale of a particular  security or  temporarily or
permanently  restraining or joining any such person or any  corporation of which
he is an officer or director  from  engaging in and/or  continuing  any conduct,
practice or employment in connection with the purchase or sale of securities, or
convicting  such person of any felony or  misdemeanor  involving any security or
any aspect of the securities business, or of theft or any felony.

                 (ii) All outstanding securities of OutBack,  including, but not
limited to,  capital  stock,  options,  warrants and notes,  have been issued in
compliance with all relevant  federal and state securities laws and regulations.
All prior redemptions,  repurchases and


                                      -15-
<PAGE>

distributions by OutBack of, or relating to, its  outstanding  capital  stock or
other  securities were in compliance with applicable law.

             (u) Books and Records.  The books of account,  minute books,  stock
record  books,  and  other  records  of  OutBack,  all of which  have  been made
available  to  GoAmerica,  have  been  properly  kept  and are  accurate  in all
respects.  At the Closing, all of OutBack's records will be in the possession of
OutBack.

             (v) Employee Benefits.


                 (i)  OutBack and its ERISA Affiliate (as defined  below) do not
maintain  (nor have they  ever  maintained)  and do not have (nor have they ever
had) any obligation  under  (including,  without  limitation,  any obligation to
contribute to), and have not contributed to (nor have they  contributed  to), an
employee  benefit plan as  described in Section 3(3) of the Employee  Retirement
Income  Security Act of 1974,  as amended.  "ERISA  Affiliate"  means any entity
which is, or at any applicable  time was, a member of (A) a controlled  group of
corporations  (as defined in Section 414(b) of the Code),  (B) a group of trades
or businesses  under common  control (as defined in Section 414(c) of the Code),
or (C) an affiliated  service group (as defined under Section 414(m) of the Code
or the regulations  under Section 414(o) of the Code),  any of which includes or
included OutBack.

                 (ii)  "Employee  Benefit  Plan"  means  any  "employee  pension
benefit  plan" (as  defined in Section  3(2) of ERISA),  any  "employee  welfare
benefit  plan" (as defined in Section 3(1) of ERISA),  and any other  written or
oral plan, agreement or arrangement  involving direct or indirect  compensation,
including without limitation insurance coverage, severance benefits,  disability
benefits, deferred compensation, bonuses, stock options, stock purchase, phantom
stock,  stock   appreciation  or  other  forms  of  incentive   compensation  or
post-retirement compensation.

                 (iii) Each of the  Employee  Benefit  Plans  identified  on the
OutBack Disclosure Schedule is amendable and terminable  unilaterally by OutBack
at any  time  without  liability  to  OutBack  as a result  thereof  and no such
Employee Benefit Plan, plan documentation or agreement, summary plan description
or other written  communication  distributed generally to employees by its terms
prohibits  OutBack from amending or terminating any such Employee  Benefit Plan.
(iv) No act or omission has occurred and no condition exists with respect to any
Employee  Benefit Plan  maintained by OutBack or any ERISA  Affiliate that would
subject OutBack or any ERISA Affiliate to (A) any material fine, penalty, tax or
liability  of any kind  imposed  under ERISA or the Code or (B) any  contractual
indemnification or contribution obligation protecting any fiduciary,  insurer or
service provider with respect to any Employee Benefit Plan.

                 (v)   The OutBack Disclosure Schedule  sets forth the policy of
OutBack with respect to accrued vacation,  accrued sick time and earned time-off
and the amount of such liabilities as of the date hereof and the Closing Date.


                                      -16-
<PAGE>

                 (vi)  All the Employee  Benefit  Plans that are  intended to be
qualified under Section 401(a) of the Code have received  determination  letters
from the Internal Revenue Service to the effect that such Employee Benefit Plans
are  qualified  and the plans and the trusts  related  thereto  are exempt  from
federal  income taxes under  Sections  401(a) and 501(a),  respectively,  of the
Code; no such determination  letter has been revoked and revocation has not been
threatened; and no such Employee Benefit Plan has been amended since the date of
its most recent determination letter or application therefor in any respect, and
no act or omission has occurred,  that would adversely affect its  qualification
or materially increase its cost. Each Employee Benefit Plan which is required to
satisfy Section  401(k)(3) or Section  401(m)(2) of the Code has been tested for
compliance  with,  and  satisfies the  requirements  of,  Section  401(k)(3) and
Section  401(m)(2)  of the Code for each plan year  ending  prior to the Closing
Date.

             (w) Environmental Matters.

                 (i)  OutBack  has complied  with all  applicable  Environmental
Laws (as defined  below),  except for  violations  of  Environmental  Laws that,
individually  or in the  aggregate  have not had and  would  not  reasonable  be
expected to have a material  adverse  effect on  OutBack's  Business  Condition.
There is no  pending  or,  to the  knowledge  of  OutBack,  threatened  civil or
criminal  litigation,   written  notice  of  violation,   formal  administrative
proceeding, or investigation, inquiry or information request by any governmental
entity,  relating to any  Environmental Law involving  OutBack.  For purposes of
this  Agreement,  "Environmental  Law"  means any  federal,  state or local law,
statute,  rule or  regulation or the common law relating to the  environment  or
occupational  health and  safety,  including  without  limitation  any  statute,
regulation,  administrative  decision  or  order  pertaining  to (A)  treatment,
storage,  disposal,  generation  and  transportation  of  industrial,  toxic  or
hazardous  materials or substances or solid or hazardous  waste;  (B) air, water
and noise pollution; (C) groundwater and soil contamination;  (D) the release or
threatened  release  into the  environment  of  industrial,  toxic or  hazardous
materials  or  substances,  or  solid  or  hazardous  waste,  including  without
limitation  emissions,  discharges,  injections,  spills,  escapes or dumping of
pollutants,  contaminants or chemicals;  (E) the protection of wild life, marine
life and wetlands,  including  without  limitation all endangered and threatened
species; (F) storage tanks, vessels, containers, abandoned or discarded barrels,
and other  closed  receptacles;  (G) health and  safety of  employees  and other
persons;  and (H)  manufacturing,  processing,  using,  distributing,  treating,
storing,  disposing,  transporting or handling of materials  regulated under any
law as pollutants,  contaminants,  toxic or hazardous materials or substances or
oil or petroleum  products or solid or hazardous waste. As used above, the terms
"release"   and   "environment"   shall  have  the  meaning  set  forth  in  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("CERCLA").

                 (ii)  There  have  been  no  releases  of  any   Materials   of
Environmental  Concern (as defined below) into the  environment at any parcel of
real property or any facility  formerly or currently  owned,  leased,  occupied,
operated  or  controlled  by  OutBack.  With  respect  to any such  releases  of
Materials of  Environmental  Concern,  OutBack has given all required notices to
governmental entities (copies of which have been provided to GoAmerica). OutBack
is not aware of any releases of Materials of Environmental Concern at parcels of
real property or facilities other than those owned, leased,


                                      -17-
<PAGE>

occupied,  operated or  controlled by OutBack that could  reasonably be expected
to have an impact on  the real  property  or facilities owned, leased, occupied,
operated or controlled by OutBack. For purposes of this Agreement, "Materials of
Environmental  Concern"  means  any   chemicals,  pollutants  or   contaminants,
hazardous substances (as such term is defined  under CERCLA),  solid  wastes and
hazardous wastes (as such terms are defined under the Resource  Conservation and
Recovery Act), toxic materials, oil  or  petroleum  and  petroleum  products  or
any other  material  subject  to regulation under any Environmental Law.

                 (iii) Set forth in the OutBack Disclosure Schedule is a list of
all  documents  (whether  in hard copy or  electronic  form)  that  contain  any
environmental reports,  investigations and audits relating to the environment or
occupational  health and safety and pertaining to OutBack premises  currently or
previously  owned leased,  occupied,  operated or controlled by OutBack (whether
conducted by or on behalf of OutBack or a third  party,  and whether done at the
initiative of OutBack or directed by a governmental entity or other third party)
which were issued or conducted  during the past five years and which OutBack has
possession  of or access to. A complete and accurate  copy of each such document
has been provided to GoAmerica.

                 (iv)  OutBack  is  not  aware  of  any  material  environmental
liability of any solid or hazardous waste  transporter or treatment,  storage or
disposal facility that has been used by OutBack.

                 (x)   Accounts Receivable. All accounts  receivable  of OutBack
reflected on the September 30, 2001 balance sheet (the "September  Receivables")
are valid receivables subject to no setoffs or counterclaims and are current and
collectible (within ninety (90) days after the date on which it first became due
and payable),  net of the applicable  reserve for bad debts on the September 30,
2001 balance  sheet.  All  accounts  receivable  reflected  in the  financial or
accounting  records of OutBack that have arisen since  September  30, 2001,  but
prior to the Closing Date, (the "Subsequent  Receivables" and, collectively with
the September  Receivables,  the "Accounts  Receivable")  are valid  receivables
subject to no setoffs or counterclaims  and are collectible  (within ninety (90)
days after the date on which it first became due and payable),  net of a reserve
for bad debts in an amount  proportionate  to the reserve shown on the September
30, 2001 balance sheet.

             (y) Absence of Certain Changes. Since September 30, 2001, (i) there
has occurred no event or development  which,  individually  or in the aggregate,
has had, or could  reasonably  be  expected  to have in the  future,  a material
adverse effect on OutBack's Business  Condition,  and (ii) OutBack has not taken
any of the  actions  set forth in  paragraphs  (a)  through  (n) of Section  4.1
hereof.

             (z) Disclosure.  No representation or warranty by OutBack contained
in this Agreement, and no statement contained in the OutBack Disclosure Schedule
or any  other  document,  certificate  or other  instrument  delivered  or to be
delivered  by or on behalf of OutBack  pursuant to this  Agreement,  contains or
will contain any untrue  statement  of a material  fact or omits or will omit to
state any material fact necessary,  in light of the circumstances under which it
was or will be made,  in order to make the  statements  herein  or  therein  not
misleading. OutBack has disclosed to GoAmerica all material information relating
to the business of OutBack or the transactions contemplated by this Agreement.


                                      -18-
<PAGE>

         3.2 Representations and Warranties of GoAmerica and Sub.

         Except as disclosed in a schedule referring specifically to this
Agreement to be delivered by GoAmerica and Sub to OutBack upon the execution of
this Agreement (the "GoAmerica Disclosure Schedule"), GoAmerica and Sub
represent and warrant to OutBack as set forth below, which representations and
warranties are true and correct as of the date of this Agreement and will be
true and correct as of the Closing Date (except as otherwise specifically
permitted under this Agreement):

             (a)  Organization   and  Good  Standing   Certificate  and  Bylaws.
GoAmerica is a corporation  duly organized and existing under, and by virtue of,
the laws of the State of Delaware and is in good standing  under such laws.  Sub
is a corporation  duly organized and existing under,  and by virtue of, the laws
of the State of  Delaware  and is in good  standing  under  such  laws.  Each of
GoAmerica  and Sub has the  requisite  corporate  power and authority to own and
operate its  properties  and assets,  and to carry on its  business as presently
conducted.  GoAmerica is qualified  to do business as a foreign  corporation  in
each  jurisdiction in which the failure to be so qualified would have a material
adverse effect on GoAmerica. GoAmerica has furnished OutBack or its counsel with
copies of the Certificate of  Incorporation  and Bylaws of GoAmerica and Sub, as
amended.  Said copies are true,  correct and complete and contain all amendments
through the date hereof.

             (b)  Corporate  Power.  Each of GoAmerica and Sub has all requisite
legal and corporate  power and authority to execute and deliver this  Agreement,
the Merger Agreement, the Escrow Agreement and any other agreements or documents
contemplated hereby, as applicable, and to carry out and perform its obligations
under the terms of this Agreement,  the Merger  Agreement,  the Escrow Agreement
and any other agreement  contemplated  hereby and to consummate the transactions
contemplated hereby and thereby.

             (c) SEC Reports.  GoAmerica has timely filed all required  reports,
statements and documents with the Commission,  all of which have complied in all
material respects with all applicable requirements of the Securities Act and the
Securities  Exchange Act of 1934,  as amended.  GoAmerica  has delivered or made
available to OutBack true and complete copies of all forms, reports,  statements
and documents filed with the Commission after December 31, 2000 and all reports,
statements and other information provided by GoAmerica to its stockholders after
December  31,  2000  (collectively,   the  "GoAmerica  Reports").  As  of  their
respective  dates, the GoAmerica Reports did not contain any untrue statement of
a material fact or omit to state a material  fact required to be stated  therein
or necessary to make the statements  therein,  in the light of the circumstances
under which they were made, not misleading.

             (d) Execution and Delivery.  This  Agreement has been duly executed
and delivered by GoAmerica and Sub. This Agreement and the Escrow  Agreement and
the other agreements between the parties contemplated hereby, when duly executed
and  delivered  by  GoAmerica  and  Sub,  shall  constitute  valid  and  binding
obligations  of  GoAmerica  and  Sub,   enforceable  in  accordance  with  their
respective terms, subject to laws of general application relating to bankruptcy,
insolvency  and the  relief  of  debtors  and  rules of law  governing  specific
performance, injunctive relief or other equitable remedies.


                                      -19-
<PAGE>

             (e) No Breach of Statute, Decree, Order or Contract. The execution,
delivery and  performance  of and  compliance  with this  Agreement,  the Escrow
Agreement and the other agreements between the parties  contemplated  hereby, as
applicable,  (i) have not resulted  and will not result in a material  violation
of,  or  conflict  with,  or  constitute  a  material  default  under,  (A)  the
Certificate of Incorporation or Bylaws of GoAmerica or Sub, as amended,  (B) any
judgment,  decree  or  order to  which  GoAmerica  or Sub is a party or by which
either is bound, (C) any statute, rule or governmental  regulation applicable to
GoAmerica  or Sub,  or (D) any of its  material  agreements  or  (ii)  have  not
resulted  and  will  not  result  in  the  creation  of  any  material  (whether
individually or in the aggregate) mortgage,  pledge, lien, encumbrance or charge
upon any of the properties or assets of GoAmerica or Sub.

             (f)  Litigation,  etc.  There is no  action,  suit,  proceeding  or
investigation  pending against  GoAmerica or Sub or their respective  properties
before any court or governmental agency (nor, to GoAmerica's  knowledge is there
any reasonable basis therefor or threat thereof).

             (g)   Governmental   Consent,   etc.   No   consent,   approval  or
authorization  of or  designation,  declaration or filing with any  governmental
authority on the part of GoAmerica  or Sub is required in  conjunction  with the
valid  execution  and delivery of this  Agreement or the Merger  Agreement,  the
consummation of the transactions  contemplated  hereby or thereby or the payment
of the Merger  Consideration,  except (i) filing of a Certificate of Merger with
the office of the Delaware Secretary of State and appropriate documents with the
relevant authorities of other states in which GoAmerica and Sub are qualified to
do  business,  (ii)  such  consents,  approvals,  authorizations,  designations,
declarations  and  filings  which,  if not  obtained  or made,  would not have a
material  adverse  effect on the  Business  Condition  of  GoAmerica,  and (iii)
filings with federal or state  authorities  in order to effect  compliance  with
federal or state securities or "blue sky" laws.

             (h) Brokers or Finders; Other Offers. Neither GoAmerica nor Sub has
incurred, or will incur, directly or indirectly, as a result of any action taken
by GoAmerica or Sub, any  liability  for  brokerage or finders'  fees or agents'
commissions or any similar charges in connection with this Agreement, the Merger
Agreement or the transactions contemplated hereby or thereby.

             (i) Title to Properties  and Assets.  Each of GoAmerica and Sub has
good and  marketable  title to all of its respective  properties and assets,  in
each case  subject to no  mortgage,  pledge,  lien,  lease,  security  interest,
encumbrance or charge,  other than (i) the lien of current taxes not yet due and
payable and (ii) possible minor liens and encumbrances  which do not in any case
materially  detract from the value of the property subject thereto or materially
impair the  operations of GoAmerica or Sub, and which have not arisen  otherwise
than in the ordinary course of business.

             (j) Regulatory Approvals.  GoAmerica and Sub each has all necessary
authorizations,   approvals,   orders,  licenses,   certificates,   permits  and
clearances from all governmental regulatory officials and bodies,  including the
Federal  Communications  Commission,  to  own,  lease  or  sell  its  respective
properties  and  products  and to conduct its


                                      -20-
<PAGE>

respective  business as presently  conducted,  where  the failure  to have  such
would have a material  adverse effect on the  Business Condition of GoAmerica or
Sub.

             (k) Restrictions on the Conduct of the Business.  Neither GoAmerica
nor Sub is restricted from  conducting  business in any location by agreement or
court decree where such restriction  would have a material adverse effect on the
Business Condition of GoAmerica or Sub.

             (l) Disclosure.  No representation or warranty by GoAmerica and Sub
contained  in  this  Agreement,  and no  statement  contained  in any  document,
certificate or other instrument  delivered or to be delivered by or on behalf of
GoAmerica  and Sub  pursuant to this  Agreement,  contains  or will  contain any
untrue  statement of a material fact or omits or will omit to state any material
fact  necessary,  in light of the  circumstances  under  which it was or will be
made, in order to make the statements herein or therein not misleading.

                                   ARTICLE IV
                CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE TIME;
                              ADDITIONAL AGREEMENTS

4.1      Conduct of Business.

         During the period from the date of this Agreement and continuing  until
the earlier of the  termination  of this  Agreement or the Effective Time of the
Merger,  OutBack and  GoAmerica  shall each carry on its  business in the usual,
regular and  ordinary  course in  substantially  the same  manner as  heretofore
conducted and, to the extent  consistent with such business,  use all reasonable
efforts  consistent  with past  practice  and  policies to  preserve  intact its
present business organizations,  keep available the services of its officers and
key  employees  and  preserve  its  relationship   with  customers,   suppliers,
distributors,  licensors,  licensees  and others having  business  dealings with
them,  to the end that its  goodwill  and business  shall be  unimpaired  at the
Effective Time of the Merger.  Each party hereto shall promptly notify the other
parties  hereto of any event or  occurrence  or  emergency  not in the  ordinary
course of  business,  and any event which would be  reasonably  likely to have a
material and adverse effect on such party.  Except as expressly  contemplated by
this Agreement or the OutBack Disclosure Schedule, OutBack shall not without the
prior written  consent of GoAmerica:

             (a) Except as may be required by any plans or options  currently in
effect or as required by this agreement,  accelerate, amend or change the period
of exercisability of OutBack Options or restricted stock, or authorize  payments
in exchange for any outstanding OutBack Options;

             (b) Enter into any  commitment or  transaction  not in the ordinary
course of business (i) to be performed  over a period longer than six (6) months
in  duration,  or (ii) to  purchase  assets  for a  purchase  price in excess of
$25,000;

             (c) Grant any severance or  termination  pay (i) to any director or
(ii) to any  employee  except (A)  payments  made  pursuant to standard  written
agreements  outstanding  on  the  date  hereof  and  disclosed  in  the  OutBack
Disclosure Schedule or (B) in the case of employees who are not officers, grants
which are made in the ordinary course of business;


                                      -21-
<PAGE>

             (d) Declare or pay any dividends on or make any other contributions
(whether in cash,  stock or  property) in respect of any its capital  stock,  or
split,  combine or reclassify any of its capital stock or issue or authorize the
issuance of any other  securities  in respect of, in lieu of or in  substitution
for shares of its capital stock, or repurchase or otherwise acquire, directly or
indirectly,  any shares of its  capital  stock  except  from  former  employees,
directors  and  consultants  in  accordance  with  agreements  providing for the
repurchase of shares in connection with any termination of service;

             (e) Issue,  deliver or sell or authorize  or propose the  issuance,
delivery or sale of, or purchase or propose the  purchase  of, any shares of its
capital stock or securities convertible into, or subscriptions, rights, warrants
or options to acquire,  or other  agreements  or  commitments  of any  character
obligating it to issue any such shares or other  convertible  securities,  other
than (i) the  issuance of shares of OutBack  Common  Stock upon the  exercise of
OutBack Options, outstanding on the date hereof, and (ii) with the prior written
consent of  GoAmerica,  the grant to employees of options  with  standard  terms
typically  granted to employees  generally to purchase  shares of OutBack Common
Stock from the date hereof to the Effective Time of the Merger;

             (f)  Cause  or  permit   any   amendments   to  its   Articles   of
Incorporation, as amended, or Bylaws;

             (g) Acquire or agree to acquire by merging or  consolidating  with,
or by purchasing a substantial portion of the assets of, or by any other manner,
any business or any  corporation,  partnership,  association  or other  business
organization or division  thereof,  or otherwise acquire or agree to acquire any
assets which are material,  individually  or in the  aggregate,  to the Business
Condition of OutBack;

             (h)  Sell,  lease,  license  or  otherwise  dispose  of  any of its
properties  or assets  (including  Intellectual  Property)  which are  material,
individually or in the aggregate, to the Business Condition of OutBack except in
the ordinary course of business;

             (i) Incur any indebtedness for borrowed money or guarantee any such
indebtedness  or  issue  or sell  any  debt  securities  or  guarantee  any debt
securities  of others or incur any  other  liabilities,  except in the  ordinary
course of business and in no event in excess of $25,000;

             (j) Increase the salaries or wage rates of its employees other than
pursuant to regularly  scheduled  employee  reviews,  or in connection  with the
hiring of employees other than officers in the ordinary  course of business,  in
all cases consistent with such party's past practices;

             (k) Pay,  discharge or satisfy in an amount in excess of $25,000 in
any one case any claim, liability or obligation (absolute,  accrued, asserted or
unasserted,  contingent  or  otherwise)  other than the  payment,  discharge  or
satisfaction  in the  ordinary  course of business of  liabilities  reflected or
reserved against in the OutBack Financial Statements;

             (l) Hire any new employees or consultants  without providing notice
to  GoAmerica  within  ten (10) days  thereof  of the name of such  employee  or
consultant and the terms of his or her employment or engagement;


                                      -22-
<PAGE>

             (m) Make or rescind any material Tax election, settle or compromise
any material Tax liability or make any material amendment to any Tax Return; or

             (n) Take,  or agree in writing  or  otherwise  to take,  any of the
actions  described in Section 4.1(a) through Section 4.1(m) above, or any action
which  would make any of the  representations  or  warranties  or  covenants  of
OutBack contained in this Agreement materially untrue or incorrect.

         4.2 Access to Information.

         Subject to Section  4.16,  each  party  shall  afford the other and its
accountants, counsel and other representatives,  reasonable access during normal
business  hours during the period prior to the  Effective  Time of the Merger to
(a) all of its properties,  books,  contracts,  commitments and records, and (b)
all other information  concerning its business,  properties and personnel as the
other may  reasonably  request.  No  information  or  knowledge  obtained in any
investigation  pursuant to this  Section 4.2 shall affect or be deemed to modify
any  representation  or  warranty  contained  herein  or the  conditions  to the
obligations of the parties to consummate the Merger.

         4.3 OutBack Shareholders' Consent.

         OutBack shall either (a) call a meeting of its  shareholders to be held
as  promptly  as  practicable  or (b)  solicit  shareholder  approval by written
consent in  accordance  with  applicable  law, for the purpose of obtaining  the
shareholder  approval required in connection with the transactions  contemplated
hereby and shall use its best efforts to obtain such approval.

         4.4 Preparation of Proxy Statement or Information Statement.

         As soon as practicable  after the execution of this Agreement,  OutBack
shall  prepare,  with the  cooperation  of  GoAmerica,  the Proxy  Statement (or
Information  Statement,  in  the  case  of  written  consent)  for  purposes  of
soliciting the approval of the  shareholders of OutBack of this  Agreement,  the
Merger Agreement and the transactions  contemplated hereby and thereby.  OutBack
shall  use its best  efforts  to  cause  the  Proxy  Statement  (or  Information
Statement,  as the case may be) to  comply  with  applicable  federal  and state
securities  laws  requirements.  Each of GoAmerica and OutBack agrees to provide
promptly to the other such  information  concerning  its business and  financial
statements and affairs as, in the reasonable  judgment of the providing party or
its counsel, may be required or appropriate for inclusion in the Proxy Statement
(or Information Statement, as the case may be), or any amendments or supplements
thereto,  and to cause its counsel and  auditors to  cooperate  with the other's
counsel and auditors in the  preparation of the Proxy  Statement (or Information
Statement,  as the case may be).  OutBack will promptly  advise  GoAmerica,  and
GoAmerica will promptly advise  OutBack,  in writing if at any time prior to the
Effective Time of the Merger either OutBack or GoAmerica shall obtain  knowledge
of any facts that might make it necessary or  appropriate to amend or supplement
the Proxy Statement (or Information  Statement,  as the case may be) in order to
make  the  statements   contained  or  incorporated  by  reference  therein  not
misleading or to comply with applicable law. The Proxy Statement (or Information
Statement, as the case may be) shall contain the unanimous recommendation of the
Board of Directors of OutBack that the OutBack  shareholders approve the Merger,
this  Agreement  and the Merger  Agreement  and the  conclusion  of the Board of


                                      -23-
<PAGE>

Directors that the terms and conditions of the Merger are fair and reasonable to
the  shareholders  of  OutBack.   Anything  to  the  contrary  contained  herein
notwithstanding,   OutBack  shall  not  include  in  the  Proxy   Statement  (or
Information  Statement,  as the case may be) any  information  with  respect  to
GoAmerica  or its  affiliates  or  associates,  the  form and  content  of which
information shall not have been approved by GoAmerica prior to such inclusion.

         4.5 Tax Matters.

         GoAmerica,  Sub and OutBack acknowledge that each intends the Merger to
be a tax-free  reorganization under Section 368(a) of the Code and that each has
consulted  with and  relied  upon its own  professional  tax  advisors.  None of
GoAmerica,  Sub or OutBack has taken any action, or will take any action or fail
to  take  any  action  that  would  prevent  the  Merger  from  qualifying  as a
"reorganization"  under Section  368(a) of the Code.  None of GoAmerica,  Sub or
OutBack  will adopt any  position on any Tax Return,  information  statement  or
other disclosure  document that is inconsistent with the treatment of the Merger
as a reorganization under Section 368 of the Code.

         4.6 Breach of Representations and Warranties.

         Each of  GoAmerica  and OutBack  shall not take any action  which would
cause or  constitute  a breach of any of their  respective  representations  and
warranties  set  forth  in this  Agreement  or  which  would  cause  any of such
representations and warranties to be materially inaccurate. In the event of, and
promptly after becoming aware of, the occurrence of or the pending or threatened
occurrence  of any  event  which  would  cause or  constitute  such a breach  or
inaccuracy, each party shall give detailed notice thereof to the other and shall
use commercially reasonable efforts to prevent or promptly remedy such breach or
inaccuracy.

         4.7 Consents.

         GoAmerica and OutBack shall each promptly apply for or otherwise  seek,
and use commercially  reasonable  efforts to obtain,  all consents and approvals
required to be obtained by it for the consummation of the Merger.

         4.8 Commercially Reasonable Efforts.

         GoAmerica and OutBack shall each use commercially reasonable efforts to
effectuate the transactions  contemplated  hereby and to fulfill and cause to be
fulfilled the conditions to Closing under this Agreement.

         4.9 Performance by Sub.

         GoAmerica, as sole stockholder of Sub, will take, and will cause Sub to
take, all action  necessary or advisable for the  consummation  of the Merger by
Sub and the carrying out by Sub of the transactions contemplated hereby.


                                      -24-
<PAGE>

         4.10 FIRPTA.

         On or before the Closing  Date (a) OutBack  will  deliver to  GoAmerica
notices that the capital stock of OutBack is not a "U.S. real property interest"
in accordance with the Treasury  Regulations  under Sections 897 and 1445 of the
Code,  or (b) if OutBack  does not deliver  notices  pursuant to clause (a), the
shareholders of OutBack will deliver to GoAmerica  certifications  that they are
not foreign  persons in accordance with the Treasury  Regulations  under Section
1445  of the  Code.  If  GoAmerica  does  not  receive  either  the  notices  or
certifications described above on or before the Closing Date, GoAmerica shall be
permitted to withhold from the Merger Consideration any required withholding tax
under Section 1445 of the Code.

         4.11 Legal Conditions to the Merger.

              (a) OutBack shall take all reasonable  actions necessary to comply
promptly  with all legal  requirements  which may be  imposed  on  OutBack  with
respect to the Merger and will promptly  cooperate with and furnish  information
to GoAmerica in connection with any such requirements  imposed upon GoAmerica or
Sub in connection with the Merger.  OutBack shall take all reasonable actions to
obtain  (and  to   cooperate   with   GoAmerica  in   obtaining)   any  consent,
authorization,  order or  approval  of, or any  exemption  by, any  governmental
entity,  required to be obtained or made by OutBack (or by  GoAmerica or Sub) in
connection with the Merger or the taking of any action contemplated  thereby, by
this Agreement and to defend all lawsuits or other legal proceedings challenging
this Agreement,  the Merger  Agreement or the  consummation of the  transactions
contemplated hereby or thereby, to lift or rescind any injunction or restraining
order  or  other  order  adversely  affecting  the  ability  of the  parties  to
consummate the  transactions  contemplated  hereby,  and to effect all necessary
registrations  and filings  and  submissions  of  information  requested  by any
governmental entity, and to fulfill all conditions to this Agreement.

              (b) Each of GoAmerica  and Sub shall take all  reasonable  actions
necessary to comply promptly with all legal requirements which may be imposed on
them with  respect to the Merger and will  promptly  cooperate  with and furnish
information  to OutBack in connection  with any such  requirements  imposed upon
OutBack  in  connection  with  the  Merger.  GoAmerica  and Sub  shall  take all
reasonable  actions to obtain (and to cooperate  with OutBack in obtaining)  any
consent, authorization,  order or approval of, or exemption by, any governmental
entity  required to be obtained or made by  GoAmerica  or Sub (or by OutBack) in
connection with the Merger or the taking of any action contemplated  thereby, by
this  Agreement  or the Merger  Agreement,  and to defend all  lawsuits or other
legal  proceedings  challenging  this  Agreement  or  the  consummation  of  the
transactions  contemplated  hereby or thereby, to lift or rescind any injunction
or restraining  order or other order adversely  affecting the ability of parties
to consummate the transactions  contemplated hereby, and to effect all necessary
registrations  and filings  and  submissions  of  information  requested  by any
governmental entity, and to fulfill all conditions to this Agreement.

         4.12 Employee Matters.

         Immediately following the Effective Date of the Merger,  GoAmerica will
offer  to  the  then  current  employees  of  OutBack  (the  "Remaining  OutBack
Employees")  employment  with


                                      -25-
<PAGE>

GoAmerica on terms to be  determined  by  GoAmerica,  including the provision of
health insurance and long-term  disability  insurance on terms no more favorable
to OutBack  employees  than that  provided to  similarly  situated  employees of
GoAmerica.  For purposes of  participation in any employee benefit plans offered
by GoAmerica to the Remaining OutBack Employees, to the extent permissible under
the  applicable  plan,  the tenure of any such employee  shall be deemed to have
commenced on the first day of such employee's  last  continuous  employment with
OutBack. GoAmerica will also offer and issue options to purchase an aggregate of
60,000 shares of GoAmerica  Common Stock under the GoAmerica  1999 Stock Plan to
the Remaining OutBack  Employees,  the allocation of such options to be mutually
agreed upon by GoAmerica and OutBack prior to the Closing.  GoAmerica  shall use
its  reasonable  efforts to retain  substantially  all of the Remaining  OutBack
Employees;  provided,  however,  that nothing in this Agreement  shall create an
employment  agreement  between  GoAmerica and any OutBack  employee or otherwise
create any obligation for GoAmerica or OutBack to continually employ any OutBack
employee, who shall all be otherwise "terminable at will."

         4.13 Expenses and Transfer Taxes.

         All losses and expenses  incurred in connection with this Agreement and
the  transactions  contemplated  hereby and  thereby  shall be paid by the party
incurring  such  expense  (including  fees  and  disbursements  of  counsel  and
accountants).  Notwithstanding  the  foregoing,  provided  that  the  Merger  is
consummated,  at the  Closing,  GoAmerica  shall  pay all  expenses  of  OutBack
(including  reasonable fees and disbursements of counsel) incurred in connection
with the  consummation of the Merger;  provided  further,  that, such reasonable
fees and disbursements shall not exceed $25,000 (including fees and disbursement
of counsel and provided  that,  three (3) days prior to the Closing  Date,  such
counsel  furnishes a detailed  invoice to GoAmerica  which includes a reasonable
estimate of fees to be incurred  through the Closing Date)  provided that if all
of the  conditions  precedent set forth in Article V hereof have been  satisfied
and one of the  parties  hereto  refuses to  consummate  the  Merger,  then such
refusing  party shall  reimburse  the other parties  hereto for direct  expenses
reasonably incurred in connection with the Merger.

         4.14 Issuance of Share Certificates.

         GoAmerica  shall, as and when required under this Agreement,  issue and
deliver (a)  certificates  representing the shares of GoAmerica Common Stock and
(b) warrant  agreements  representing  the  GoAmerica  Warrants,  into which the
OutBack  Common Stock  outstanding  at the Effective Time of the Merger shall be
converted in accordance with Section 1.4 and Section 2.1 hereof.

         4.15 Public Announcements.

         GoAmerica  and  OutBack  shall  cooperate  with  each  other  prior  to
releasing information  concerning this Agreement and the Merger Agreement or the
transactions  contemplated hereby or thereby,  shall furnish to the other drafts
of all press  releases or other public  announcements  related to the  foregoing
prior to  publication  and shall  obtain the  consent of the other  prior to the
issuance of press releases or the release of other public announcements.


                                      -26-
<PAGE>

         4.16 Confidentiality.

         No party hereto shall release, publish, reveal or disclose, directly or
indirectly,  any business or technical  information  of any other party  hereto,
designated  orally or in writing as  "confidential" or "proprietary" (or in like
words),  including,  but not limited to,  systems,  processes,  formulae,  data,
functional specifications,  know-how, improvements,  discoveries,  developments,
designs,  inventions,   techniques,  new  products,  marketing  and  advertising
methods,  supplier  agreements,  customer  lists,  pricing  policies,  financial
information,  projections,  forecasts,  strategies, budgets or other information
related to its business or its customers (hereinafter referred to as "Evaluation
Material"),  except  to a  party's  directors,  officers,  employees,  financial
advisors,  legal  counsel,  independent  public  accountants  or  other  agents,
advisors or  representatives  as shall require  access thereto on a need-to-know
basis for the purposes of the  transactions  contemplated  by this Agreement and
who shall agree to be bound by the terms of this  Section  4.16 and that certain
Mutual Confidentiality and Non-Disclosure Agreement dated as of July 10, 2001 by
and between  GoAmerica and OutBack (the "Mutual NDA"). Each party agrees to take
all reasonable precautions to safeguard the confidentiality of the other party's
Evaluation Material and to exercise the same degree of care with respect to such
Evaluation   Material  that  such  party  exercises  with  respect  to  its  own
confidential  information.  No party shall make, or permit to be made, except in
furtherance of the  transactions  contemplated  by this  Agreement,  any copies,
abstracts  or  summaries  of the  Evaluation  Material.  In  addition,  all such
Evaluation  Material  shall be used solely for the purpose of the  investigation
contemplated  by this Section 4.16 and shall not be used for any other  purpose,
including use which would be to the detriment of any other party, nor shall such
information be used in competition  with any other party.  The  restrictions  on
disclosure  of  information  contained in this Section 4.16 do not extend to any
item of information that (a) is already known to the receiving party; (b) was or
is  independently  developed  by the  receiving  party;  (c) is now or hereafter
becomes  available  to the  public  other than as a  consequence  of a breach of
obligations  under this  Section  4.16;  or (d) is  disclosed  to third  parties
outside  of the  receiving  party  in  accordance  with  terms  approved  by the
disclosing party.  Upon written request,  the parties shall return all writings,
documents and materials containing  Evaluation Material with a letter confirming
that all copies,  abstracts and summaries of the  Evaluation  Material have been
destroyed.  In the event  that any party  hereto  becomes  legally  required  to
disclose another party's Evaluation Material,  it shall provide such other party
with prompt prior written notice of such  requirement  prior to such disclosure.
In the event that a protective  order or other remedy is not  obtained,  or such
other party  waives  compliance  with the  provisions  of this Section 4.16 with
respect  to the  Evaluation  Material  subject to such  requirement,  such party
agrees to furnish  only that  portion  of the  Evaluation  Material  which it is
legally required to furnish and, where  appropriate,  to use its best efforts to
obtain  assurances that such Evaluation  Material will be accorded  confidential
treatment.  This  Section  4.16  shall  not be  deemed  a  limitation  upon  the
obligations  contained in the Mutual NDA but rather shall be read supplementally
therewith.  To the extent any  provisions  of this Section 4.16  conflicts  with
those contained in the Mutual NDA, the Mutual NDA shall govern.

         4.17 Exclusivity.

             (a)  OutBack  shall not,  and  OutBack  shall  require  each of its
officers, directors,  employees,  representatives and agents not to, directly or
indirectly,  (i)  initiate,  solicit,


                                      -27-
<PAGE>

encourage or otherwise  facilitate  any inquiry,  proposal,  offer or discussion
with  any  party  (other  than   GoAmerica  and  Sub)   concerning  any  merger,
reorganization,    consolidation,    recapitalization,   business   combination,
liquidation, dissolution, share exchange, sale of stock, sale of material assets
or similar business  transaction  involving  OutBack or any division of OutBack,
(ii) furnish any non-public information  concerning the business,  properties or
assets of OutBack or any division of OutBack to any party (other than  GoAmerica
and Sub and other than information  provided to potential commercial partners or
customers in the ordinary  course of business) or (iii) engage in discussions or
negotiations  with any party (other than GoAmerica and Sub)  concerning any such
transaction.

             (b)  OutBack  shall   immediately   notify  any  party  with  which
discussions or negotiations of the nature  described in paragraph (a) above were
pending that OutBack is terminating such discussions or negotiations. If OutBack
receives any inquiry, proposal or offer of the nature described in paragraph (a)
above,  OutBack  shall,  within one (1) business day after such receipt,  notify
GoAmerica and Sub of such inquiry,  proposal or offer, including the identity of
the other party and terms of such inquiry, proposal or offer.

         4.18 Termination of OutBack Investor Rights.

         OutBack  shall take such steps as may be  necessary  to provide for the
termination  as of the  Effective  Date of the  Merger of all  OutBack  investor
rights granted by OutBack to its shareholders or by or among the shareholders of
OutBack and in effect prior to the Closing,  including but not limited to rights
of  co-sale,   voting,   registration,   first  refusal,  board  observation  or
information or operational covenants.

         4.19 OutBack Stock Options.

         At or prior to the Effective Time of the Merger,  each  outstanding and
unexercised  option to purchase shares of OutBack Common Stock under the OutBack
1997 Stock  Incentive  Plan,  whether vested or unvested  (each such option,  an
"OutBack Option"),  shall have been exercised or terminated (effective as of the
Effective Date of the Merger).

         4.20 OutBack Notes Payable.

         Prior to the Effective  Time of the Merger,  OutBack shall use its best
efforts to arrange  for and effect the  payment  and  cancellation  of all notes
payable of OutBack (the "OutBack  Notes  Payable"),  all such notes being listed
and  described  (including  the amounts due and owing  thereunder or of the date
hereof and the Closing  Date) on Schedule  2.5 hereto.  In the event the OutBack
Notes Payable  (including any installment or interest payments thereon) have not
been paid and  cancelled  prior to the Effective  Time of the Merger,  GoAmerica
agrees to apply payments on Accounts Receivable received following the Effective
Time of the Merger  toward  payment of the OutBack  Notes Payable first until no
amounts remain due thereunder.  Mr.  Hernandez and Mr. Mortensen shall remain as
guarantors on the OutBack Notes Payable until paid in full and hereby agree that
in the event that payments  received on Accounts  Receivable are insufficient to
make payment in full on the OutBack  Notes  Payable,  each of them,  jointly and
severally,  shall be bound to make payment on the OutBack Notes Payable.  In the
event Mr.  Hernandez and Mr. Mortensen make payment in full on the OutBack Notes
Payable and within


                                      -28-
<PAGE>

six (6) months thereafter GoAmerica receives payment on any Accounts Receivable,
GoAmerica shall reimburse Mr. Hernandez and Mr. Mortensen on a pro rata basis to
the  extent  of the  Accounts  Receivable  payment.  Neither GoAmerica  nor  the
Surviving Corporation shall have any liability with respect to the OutBack Notes
Payable.

                                   ARTICLE V
                              CONDITIONS PRECEDENT

         5.1 Conditions to Each Party's Obligation to Effect the Merger.

         The  respective  obligation of each party to effect the Merger shall be
subject  to  the  satisfaction  prior  to the  Closing  Date  of  the  following
conditions:

             (a)  Shareholder  Approval.  This  Agreement  and the  transactions
contemplated  hereby and  thereby  shall have been  approved  and adopted by the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
OutBack Common Stock in accordance with California  General  Corporation Law and
the Articles of Incorporation, as amended, and Bylaws of OutBack.

             (b) Approvals.  All authorizations,  consents,  orders or approvals
of, or declarations or filings with, any  governmental  entity necessary for the
consummation of the transactions  contemplated by this Agreement shall have been
filed,  occurred or been obtained,  other than filings and approvals relating to
the  Merger  or  affecting  GoAmerica's  ownership  of  OutBack  or  any  of its
properties if failure to make such filing or obtain such  approval  would not be
materially adverse to GoAmerica or OutBack.

             (c) Legal  Action.  No  temporary  restraining  order,  preliminary
injunction or permanent injunction or other order preventing the consummation of
the  Merger  shall  have been  issued by any  governmental  entity and remain in
effect,  and no litigation or proceeding  (other than with respect to the rights
of appraisal pursuant to California General Corporation Law Chapter 13), seeking
the issuance of such an order or injunction,  or seeking the imposition  against
the Surviving Corporation, GoAmerica or Sub of substantial damages if the Merger
is consummated, shall be pending. In the event that any such order or injunction
shall have been issued,  each party agrees to use its reasonable efforts to have
any such injunction lifted.

             (d)  Statutes.  No action  shall have been  taken,  and no statute,
rule,  regulation  or order shall have been  enacted,  promulgated  or issued or
deemed applicable to the Merger by any governmental  entity which would (i) make
the consummation of the Merger illegal,  (ii) prohibit  GoAmerica's or OutBack's
ownership or operation of all or a material portion of the business or assets of
OutBack  or  GoAmerica,  or compel  GoAmerica  or  OutBack to dispose of or hold
separate  all or a  material  portion  of the  business  or assets of OutBack or
GoAmerica,  as a result of the Merger or (iii) render GoAmerica,  Sub or OutBack
unable to consummate the Merger.

             (e)  Securities  Laws.  The issuance of GoAmerica  Common Stock and
GoAmerica  Warrants  pursuant to the Merger  shall be exempt  from  registration
under the Securities  Act, and shall have been qualified or registered (or shall
be exempt from such


                                      -29-
<PAGE>

qualification or registration)  with  the  appropriate authorities of all states
in which  qualification  or  registration  is required under state securities or
blue sky laws.

             (f) Escrow Agreement. The Escrow Agreement shall have been executed
and delivered by each of the parties thereto and be in full force and effect.

         5.2 Conditions of Obligations of GoAmerica and Sub.

         The  obligations  of GoAmerica and Sub to effect the Merger are subject
to the satisfaction of the following conditions,  unless waived by GoAmerica and
Sub:

             (a)  Representations   and  Warranties.   The  representations  and
warranties of OutBack set forth in this  Agreement  shall be true and correct in
all  material  respects as of the date of this  Agreement  and as of the Closing
Date,  as  though  made  on  and as of  each  such  date,  except  as  otherwise
contemplated by this Agreement,  and GoAmerica shall have received a certificate
signed by the Chief  Executive  Officer of OutBack to such effect on the Closing
Date.

             (b)  Performance  of  Obligations  of OutBack.  OutBack  shall have
performed in all material respects all obligations and covenants  required to be
performed by it under this  Agreement  prior to the Closing Date,  and GoAmerica
shall  have  received a  certificate  signed by the Chief  Executive  Officer of
OutBack to such effect.

             (c) Opinion of OutBack's Counsel.  GoAmerica shall have received an
opinion  dated the Closing  Date of  Strategic  Law  Partners,  LLP,  counsel to
OutBack,  in form and  substance  reasonably  satisfactory  to GoAmerica and its
counsel.

             (d) Consents. GoAmerica shall have received duly executed copies of
all material third party consents and approvals  contemplated  by this Agreement
or the OutBack Disclosure  Schedule,  including the consent of First Bank of San
Luis Obispo, in form and substance reasonably satisfactory to GoAmerica,  except
for such consents and approvals as GoAmerica and OutBack shall have agreed shall
not be obtained, as contemplated by the OutBack Disclosure Schedule.

             (e) OutBack  Shareholder  List.  OutBack  shall have  delivered  to
GoAmerica a complete  and  accurate  list of, and the number of shares  owned of
record by, the holders of  outstanding  OutBack  Common  Stock as of the Closing
Date which list shall include all parties that become shareholders in accordance
with subsection (h) hereof.

             (f) Invention Assignment  Agreements.  OutBack shall have delivered
to  GoAmerica  Invention   Assignment,   Confidentiality  and   Non-Solicitation
Agreements  in  substantially   the  form  attached  hereto  as  Exhibit  5.2(f)
executed by all current OutBack employees.

             (g)  Non-Compete  Agreements.   OutBack  shall  have  delivered  to
GoAmerica  one-year  Non-Compete  Agreements in substantially  the form attached
hereto as Exhibit 5.2(g) executed by the Major  Shareholders  listed on Schedule
5.2(g).


                                      -30-
<PAGE>

             (h) Exercise of Outstanding Securities.  Prior to the Closing Date,
all OutBack Options shall have been exercised for shares of OutBack Common Stock
or shall have been terminated and canceled. OutBack shall have delivered written
confirmation of all such actions.

             (i)  Secretary's  Certificate.   OutBack  shall  have  delivered  a
certificate  of the  Secretary or an Assistant  Secretary of OutBack dated as of
the  Closing  Date and  certifying:  (i)  that  attached  thereto  is a true and
complete  copy  of  all  resolutions  adopted  by the  Board  of  Directors  and
shareholders of OutBack relating to the transactions  contemplated  hereby,  and
that  all  such  resolutions  are in  full  force  and  effect  and  are all the
resolutions  adopted in connection with the  transactions  contemplated  hereby;
(ii) that  attached  thereto  are true and  complete  copies of the  Articles of
Incorporation,  as amended,  and Bylaws of OutBack  and that all such  documents
have not  been  amended  since  the  date of the  last  amendment;  (iii) to the
incumbency  and specimen  signature of each  officer of OutBack  executing  this
Agreement and any documents or certificates  executed in furtherance hereof; and
a certification by another officer of OutBack as to the incumbency and signature
of the officer signing the certificate referred to in this clause; and (iv) such
other matters as GoAmerica shall reasonably request.

             (j) Dissenting  Shares.  The number of Dissenting  Shares shall not
exceed 4% of the number of outstanding  shares of OutBack Common Stock as of the
Effective Time of the Merger.

             (k) Share Restriction  Agreements.  OutBack shall have delivered to
GoAmerica Share Restriction Agreements in substantially the form attached hereto
as Exhibit 5.2(k),  duly executed by those Major Shareholders listed on Schedule
5.2(k).

         5.3 Conditions of Obligations of OutBack.

         The  obligation  of  OutBack  to effect  the  Merger is  subject to the
satisfaction of the following conditions unless waived by OutBack:

             (a)  Representations   and  Warranties.   The  representations  and
warranties  of GoAmerica and Sub set forth in this  Agreement  shall be true and
correct in all material  respects as of the date of this Agreement and as of the
Closing  Date as though  made on and as of each such date,  except as  otherwise
contemplated  by this  Agreement,  and OutBack shall have received a certificate
signed by the Chief Executive Officer or President of GoAmerica to such effect.

             (b) Performance of Obligations of GoAmerica and Sub.  GoAmerica and
Sub shall have performed in all material  respects all obligations and covenants
required to be performed by them under this Agreement prior to the Closing Date,
and OutBack  shall have  received a  certificate  signed by the Chief  Executive
Officer or President of GoAmerica to such effect.

             (c) Consents.  OutBack shall have received duly executed  copies of
all material third-party  consents and approvals  contemplated by this Agreement
or  the  GoAmerica   Disclosure  Schedule  in  form  and  substance   reasonably
satisfactory  to OutBack,  except for such consents and approvals as OutBack and
GoAmerica  shall have  agreed  shall not be  obtained,  as  contemplated  by the
GoAmerica Disclosure Schedule.


                                      -31-
<PAGE>

             (d) Secretary's Certificate. GoAmerica and Sub shall have delivered
a certificate  of the  Secretary or an Assistant  Secretary of GoAmerica and Sub
dated as of the Closing Date and certifying: (i) that attached thereto is a true
and  complete  copy of all  resolutions  adopted by the Board of  Directors  and
stockholders  of  GoAmerica  and Sub relating to the  transactions  contemplated
hereby,  and that all such  resolutions are in full force and effect and are all
the resolutions adopted in connection with the transactions contemplated hereby;
(ii) that  attached  thereto  are true and  complete  copies of the  Amended and
Restated   Certificate  of  Incorporation   and  Bylaws  of  GoAmerica  and  the
Certificate of Incorporation  and Bylaws of Sub and that all such documents have
not  been  amended  since  the  date of the  last  amendment;  and  (iii) to the
incumbency and specimen signature of each officer of GoAmerica and Sub executing
this Agreement and any documents or certificates executed in furtherance hereof;
and a certification by another officer of GoAmerica and Sub as to the incumbency
and signature of the officer signing the certificate referred to in this clause.

             (e) Offer  Letters.  GoAmerica  shall have  executed and  delivered
offer  letters  to  the  employees  of  OutBack   listed  on  Schedule   5.3(e).

                                   ARTICLE VI
                                 INDEMNIFICATION

         6.1 Indemnification by the Shareholders.

         Subject to the limitations set forth in Section 6.3 and Section 8.1 and
elsewhere in this Agreement, following the Effective Time of the Merger, each of
the  shareholders  of OutBack  who  receive a portion of the Merger  Shares (the
"Shareholders"),  by acceptance of its portion of the Merger Shares,  agrees, to
the extent of such  Shareholder's  pro rata  portion of the  Escrow  Shares,  as
calculated in accordance with Section 2.3 hereof, to indemnify,  defend and hold
harmless GoAmerica, each affiliate of GoAmerica,  including any of its direct or
indirect  subsidiaries  (including,  after the Effective Time of the Merger, the
Surviving  Corporation),  and each of its  respective  officers,  directors  and
representatives and each of the heirs, executors,  successors and assigns of any
of the foregoing (the "GoAmerica  Indemnitees") from and against,  and to pay or
reimburse the GoAmerica  Indemnitees  for, the  following  losses,  liabilities,
taxes, damages,  deficiencies,  obligations,  fines, expenses,  claims, demands,
actions, suits, proceedings,  judgments or settlements, whether or not resulting
from Third Party Claims,  (as hereinafter  defined)  incurred or suffered by any
GoAmerica Indemnitee,  including interest and penalties with respect thereto and
out-of-pocket  expenses and  reasonable  attorneys'  and  accountants'  fees and
expenses  incurred  in the  investigation  or  defense  of any of the same or in
asserting,  preserving  or enforcing any of the  GoAmerica  Indemnitee's  rights
hereunder ("Indemnifiable Losses") to the extent:

             (a) arising out of or  resulting  from the breach by OutBack or the
Shareholders,  prior to the  Effective  Time of the Merger,  of any agreement or
covenant contained in this Agreement; and

             (b) arising out of or resulting from any breach of or inaccuracy in
any representation or warranty of OutBack or the Shareholders  contained in this
Agreement.


                                      -32-
<PAGE>

         6.2 Procedures Relating to Indemnification.

             (a) In order  for a  GoAmerica  Indemnitee  to be  entitled  to any
indemnification  provided for under this Agreement in respect of, arising out of
or involving a claim  (including for this purpose the commencement of any audit,
examination  or  inquiry  with  respect  to  Taxes)  made  by  any   individual,
corporation,  partnership,  limited liability  company,  joint venture,  estate,
trust, association,  organization governmental body or other entity who is not a
GoAmerica  Indemnitee  against a GoAmerica  Indemnitee (a "Third Party  Claim"),
such GoAmerica Indemnitee must notify the Shareholder Representative (as defined
in Section  6.6) on behalf of the  Shareholders  (the  "Indemnifying  Party") in
writing,  and in reasonable detail, of the Third Party Claim promptly but in any
event  within  ten (10)  business  days after  receipt of notice of such  claim;
provided,  however,  that failure to give such notification shall not affect the
indemnification   provided  hereunder  except  to  the  extent  the  Shareholder
Representative shall have been prejudiced as a result of such failure. After any
required notification (if applicable), the GoAmerica Indemnitee shall deliver to
the  Shareholder  Representative,  promptly  but in any  event  within  five (5)
business days, after the GoAmerica  Indemnitee's receipt thereof,  copies of all
notices  and  documents  (including  court  papers)  received  by the  GoAmerica
Indemnitee relating to the Third Party Claim.

             (b) If a Third Party Claim is made against a GoAmerica  Indemnitee,
the  Shareholder  Representative  will be entitled to participate in the defense
thereof  and,  if it so  chooses,  to assume the defense  thereof  with  counsel
selected by the Shareholder  Representative  and reasonably  satisfactory to the
GoAmerica Indemnitee.  Should the Shareholder  Representative so elect to assume
the defense of a Third Party Claim, the Indemnifying Party will not be liable to
the GoAmerica  Indemnitee  for any legal expenses  subsequently  incurred by the
GoAmerica  Indemnitee in connection with the defense thereof;  provided that if,
under  applicable  standards of  professional  conduct (as advised in writing by
counsel to the Indemnifying  Party), a conflict on any significant issue between
the GoAmerica  Indemnitee and the  Indemnifying  Party exists in respect of such
Third Party Claim,  the  Indemnifying  Party shall pay the  reasonable  fees and
expenses of one such additional counsel to act with respect to such issue as may
be required to be retained in order to resolve such conflict. If the Shareholder
Representative  assumes such defense,  the GoAmerica  Indemnitee  shall have the
right to participate in the defense  thereof and to employ  counsel,  at its own
expense, separate from the counsel employed by the Shareholder Representative it
being understood that the Shareholder Representative shall control such defense.
The  Indemnifying  Party  shall be liable for the fees and  expenses  of counsel
employed  by  the  GoAmerica   Indemnitee   for  any  period  during  which  the
Indemnifying  Party has not assumed the defense  thereof  (other than during any
period in which the GoAmerica Indemnitee shall have failed to give notice of the
Third Party Claim as provided above and a reasonable  period after such notice).
If the Shareholder  Representative  chooses to defend or prosecute a Third Party
Claim,  all the parties  hereto shall  cooperate  in the defense or  prosecution
thereof,  which cooperation shall include the retention and the provision to the
Shareholder  Representative  of records  and  information  which are  reasonably
relevant to such Third Party Claim, and making employees available on a mutually
convenient  basis to  provide  additional  information  and  explanation  of any
material provided hereunder. If the Shareholder Representative chooses to defend
or prosecute any Third Party Claim,  the GoAmerica  Indemnitee will agree to any
settlement,  compromise  or  discharge  of such  Third  Party  Claim  which  the
Shareholder  Representative  may recommend and which by its terms  obligates the


                                      -33-
<PAGE>

Indemnifying  Party to pay the full amount of liability in connection  with such
Third Party Claim;  provided,  however, that, without the GoAmerica Indemnitee's
consent  (which  consent  shall not be  unreasonably  withheld or delayed),  the
Indemnifying  Party shall not consent to entry of any judgment or enter into any
settlement  (i)  that  provides  for  injunctive  or  other  nonmonetary  relief
affecting  the  GoAmerica  Indemnitee  or  (ii)  that  does  not  include  as an
unconditional  term  thereof the giving by each  claimant or  plaintiff  to such
GoAmerica Indemnitee of a release from all liability with respect to such claim.
Whether or not the Indemnifying  Party shall have assumed the defense of a Third
Party Claim, the GoAmerica Indemnitee shall not admit any liability with respect
to, or settle,  compromise  or  discharge,  such Third Party  Claim  without the
Indemnifying Party's prior written consent.

             (c) In order  for a  GoAmerica  Indemnitee  to be  entitled  to any
indemnification  provided  for under this  Agreement  in respect of a claim that
does not involve a Third Party Claim,  the  GoAmerica  Indemnitee  shall deliver
written notice of such claim, in reasonable detail,  with reasonable  promptness
to the Shareholder Representative. The failure by any GoAmerica Indemnitee to so
notify the Shareholder  Representative  shall not relieve the Indemnifying Party
from any liability  which it may have to such  GoAmerica  Indemnitee  under this
Agreement,  except to the extent  that the  Indemnifying  Party  shall have been
actually prejudiced by such failure.  Any notice pursuant to this Section 6.2(c)
shall  contain a  statement,  in prominent  and  conspicuous  type,  that if the
Shareholder  Representative  does not dispute  its  liability  to the  GoAmerica
Indemnitee with respect to the claim made in such notice (the "Claim") by notice
to the GoAmerica Indemnitee prior to the expiration of a 30-calendar-day  period
following the Shareholder  Representative's  receipt of the notice of the Claim,
the Claim shall be  conclusively  deemed a liability of the  Indemnifying  Party
under this  Agreement  and the  Indemnifying  Party shall pay the amount of such
liability to the GoAmerica Indemnitee on demand or, in the case of any notice in
which the amount of the Claim (or any  portion  thereof) is  estimated,  on such
later date when the amount of the Claim (or any portion thereof) becomes finally
determined. If the Shareholder  Representative has timely disputed its liability
with respect to the Claim, as provided above, the Shareholder Representative and
the GoAmerica  Indemnitee  shall proceed in good faith to negotiate a resolution
of the  Claim  and,  if the Claim is not  resolved  through  negotiations,  such
GoAmerica  Indemnitee  shall be free to pursue such remedies as may be available
to enforce the rights of such indemnitees hereunder.

         6.3 Limitation on Indemnification.

         Notwithstanding  any provision  hereof to the contrary,  except Section
6.4 and Section  6.5,  the  Shareholders'  liability  for  Indemnifiable  Losses
arising  under  Section 6.1 hereof shall be limited (a) in the  aggregate to the
value of the  Escrow  Shares and other  related  property  on deposit  under the
Escrow  Agreement,  and (b) to only  those  Indemnifiable  Losses  for which the
Shareholder Representative shall have received written notice in accordance with
the  provisions  of the Escrow  Agreement.  No claim,  demand,  suit or cause of
action shall be brought  against the  Shareholders  under this Article VI unless
and until the  aggregate  amount of  Indemnifiable  Losses under this Article VI
exceeds $5,000,  in which event the GoAmerica  Indemnitees  shall be entitled to
indemnification  from the Shareholders for all Indemnifiable Losses in excess of
$5,000 (subject to the other limitations on liability set forth herein).


                                      -34-
<PAGE>

         6.4 Exclusive Remedy.

         Absent actual fraud or intentional  wrongdoing in connection  with this
Agreement  and  the   transactions   contemplated   herein,   GoAmerica   hereby
acknowledges  and  agrees,  on its own  behalf  and on behalf  of all  GoAmerica
Indemnitees,  that the sole and  exclusive  remedy  with  respect to any and all
claims (including for any Indemnifiable Losses) relating to this Agreement,  the
transactions  contemplated  hereby, and OutBack and its assets,  liabilities and
business,  shall be pursuant to the  indemnification  provisions of this Article
VI.  Absent  actual fraud or  intentional  wrongdoing  in  connection  with this
Agreement  and the  transactions  contemplated  herein,  in  furtherance  of the
foregoing,  GoAmerica  hereby  waives,  from and after the Closing  Date, to the
fullest extent  permitted under  applicable law, any and all rights,  claims and
causes of action it or any other  GoAmerica  Indemnitee  may have against any of
the  Shareholders,  except  for such as may be  covered  by the  indemnification
provisions of this Article VI.

         6.5 Event of Fraud.

         Notwithstanding any provision hereof,  nothing in this Article VI shall
limit,  in any  manner,  any  remedy at law or  equity,  to which any  GoAmerica
Indemnitee may be entitled as a result of any fraudulent  misrepresentation made
by OutBack or the  Shareholders in this Agreement except that, in any event, the
liability  of any  Shareholder  shall not  exceed the higher of the value of the
Merger Shares and Merger Warrants received by him (i) on the date of issuance or
(ii) actually realized by such Shareholder subsequent to issuance.

         6.6 Shareholder Representative.

         Each of the  Shareholders  by  acceptance  of its portion of the Merger
Shares shall be deemed to have  designated  and appointed  Henry  Hernandez (and
James  Mortensen as the  alternate in the event that Mr.  Hernandez is unable to
serve) with full power of substitution (the "Shareholder Representative") as the
representative of any such Shareholder to perform all such acts as are required,
authorized or contemplated by this Agreement to be performed by the Shareholders
and deemed to have acknowledged that the Shareholder Representative shall be the
only  person   authorized  to  take  any  action  so  required,   authorized  or
contemplated by this Agreement by any Shareholder including the execution of all
agreements  and  certificates  referenced  herein.  Each  Shareholder is thereby
deemed  to  have  further  acknowledged  that  the  foregoing   appointment  and
designation shall be deemed to be coupled with an interest and shall survive the
death or incapacity of such  Shareholder.  Each Shareholder is thereby deemed to
have authorized the other parties hereto to disregard any notice or other action
taken by each Shareholder  pursuant to this Agreement except for the Shareholder
Representative. The other parties hereto are and will be entitled to rely on any
action so taken or any notice given by the  Shareholder  Representative  and are
and will be entitled and  authorized  to give  notices  only to the  Shareholder
Representative for any notice  contemplated by this Agreement to be given to any
such Shareholder.  By the acceptance of its portion of the Merger Consideration,
each Shareholder shall be deemed to have waived any and all claims that they may
have or  assert,  including  those  that may arise in the  future,  against  the
Shareholder  Representative for any action or inaction taken or not taken by the
Shareholder  Representative  in connection  with his service as the  Shareholder
Representative,  except in the case of the Shareholder  Representative's own bad
faith or willful  misconduct.  In consideration of his agreement to serve as the


                                      -35-
<PAGE>

Shareholder  Representative,  the Shareholder  Representative  shall be released
from any liability for any action or inaction taken or not taken in his capacity
as the  Shareholder  Representative,  except  in  the  case  of the  Shareholder
Representative's  own bad faith or willful  misconduct.  Each Shareholder hereby
agrees that the  reasonable  and  customary  fees and  expenses  incurred by the
Shareholder  Representative  in the exercise of his right or the  performance of
his duties hereunder (including  reasonable attorneys' fees and expenses and the
fees and  expenses  of  accountants  and  other  experts)  shall be borne by the
Shareholders  based on their pro rata  portion  of the Escrow  Shares,  and each
Shareholder  agrees to promptly  reimburse the Shareholder  Representative  with
respect to such amounts.

         6.7 Breach of Representation by GoAmerica.

         The  absence of  indemnification  provision  in favor of OutBack or the
Shareholders  for breach of  representations  and  covenants  made  hereunder by
GoAmerica and Sub is not intended to limit OutBack's or the Shareholders'  right
to  institute a claim,  demand,  suit or cause of action  against  GoAmerica  to
recover damages  incurred or suffered by OutBack or the Shareholders as a result
of any such breach.

                                   ARTICLE VII
                                   TERMINATION

         7.1 Termination.

             (a) This  Agreement  may be  terminated  at any  time  prior to the
Effective Time of the Merger,  whether before or after approval of the Merger by
the shareholders of OutBack:

                 (i)   by mutual agreement of GoAmerica, Sub and OutBack;

                 (ii)  by  GoAmerica, if there  has been a breach  by OutBack of
any representation,  warranty, covenant or agreement set forth in this Agreement
on the part of OutBack  which is material and which OutBack fails to cure within
ten (10) business days after notice  thereof is given by GoAmerica  (except that
no cure  period  shall be provided  for a breach by OutBack  which by its nature
cannot be cured);

                 (iii) by OutBack, if  there has been a breach by  GoAmerica  or
Sub of any  representation,  warranty,  covenant or agreement  set forth in this
Agreement on the part of GoAmerica or Sub which is material and which  GoAmerica
or Sub,  as the case may be,  fails to cure  within ten (10) days  after  notice
thereof is given by OutBack  (except that no cure period shall be provided for a
breach by GoAmerica or Sub which by its nature cannot be cured);

                 (iv)  by  GoAmerica or  OutBack, if the  Merger shall  not have
been consummated on or before November 15, 2001;

                 (v)   by GoAmerica or OutBack if the  required  approval of the
shareholders  of  OutBack  contemplated  by this  Agreement  shall not have been
obtained by reason of the failure to obtain the required (i) written  consent or
(ii) vote upon a vote taken at the  Shareholders'  Meeting or at any adjournment
thereof; or


                                      -36-
<PAGE>

                 (vi)  by GoAmerica or OutBack if any  permanent  injunction  or
other order of a court or other competent authority  preventing the Merger shall
have become final and nonappealable.

             (b) Where action is taken to terminate this  Agreement  pursuant to
this Section 7.1, it shall be sufficient for such action to be authorized by the
Board  of  Directors  of the  party  taking  such  action.  In the  event of the
termination of this Agreement, all further obligations of the parties under this
Agreement  (other than the  provisions  of this  Section  7.1,  Section 4.13 and
Section 4.16) shall  forthwith be terminated  without  further  liability of any
party to the other,  provided  that nothing  herein shall relieve any party from
liability for any breach of this Agreement.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

         8.1 Survival of Representations, Warranties and Agreements.

         All representations,  warranties and agreements in this Agreement or in
any  instrument  delivered  pursuant  to this  Agreement  shall be  deemed to be
conditions to the Merger and shall survive the  consummation of the Merger for a
period of twelve (12) months, except for representations and warranties relating
to tax matters which such  representations  and warranties shall survive for the
duration of the applicable statute of limitations plus thirty (30) days.

         8.2 Amendment.

         This  Agreement may be amended by the parties hereto at any time before
or after approval of the Merger by the  shareholders  of OutBack;  provided that
following  approval of the Merger by the  shareholders of OutBack,  no amendment
shall be made which by law  requires the further  approval of such  shareholders
without  obtaining  such further  approval.  This  Agreement  may not be amended
except by an  instrument  in  writing  signed  on behalf of each of the  parties
hereto.

         8.3 Extension; Waiver.

         At any time prior to the Effective Time of the Merger,  each of OutBack
and GoAmerica  may, to the extent legally  allowed,  (a) extend the time for the
performance of any of the obligations or other acts of the other,  (b) waive any
inaccuracies in the  representations  and warranties made to it contained herein
or in any document  delivered  pursuant hereto and (c) waive compliance with any
of the  agreements or  conditions  for the benefit of it contained  herein.  Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in an  instrument  in  writing  signed on behalf of such
party.

         8.4 Notices.

         All notices and other communications  hereunder shall be in writing and
shall be  deemed  given if  delivered  personally  or mailed  by  registered  or
certified  mail (return  receipt  requested)  or sent by telecopy,  confirmation
received,  to the parties at the following addresses and telecopy numbers (or at
such other address or number for a party as shall be specified by like notice):


                                      -37-
<PAGE>


                    (a)    if to GoAmerica or Sub, to:

                           GoAmerica, Inc.
                           433 Hackensack Avenue
                           Hackensack, New Jersey 07601
                           Attention: Mr. Aaron Dobrinsky
                           Telecopy No.: (201) 996-1772
                           Telephone No.: (201) 996-1717

                           with a copy to:

                           Hale and Dorr LLP
                           650 College Road East
                           Princeton, New Jersey 08540
                           Attention: David J. Sorin, Esq.
                           Telecopy No.: (609) 750-7700
                           Telephone No.: (609) 750-7600

                    (b)    if to OutBack, to:

                           OutBack Resource Group, Inc.
                           3450 Broad Street, Suite 103
                           San Luis Obispo, California 93401
                           Attention: Mr. James Mortensen
                           Telecopy No.: (805) 541-5467
                           Telephone No.: (805) 542-8570


                           with a copy to:

                           Strategic Law Partners, LLP
                           333 Grand Avenue, Suite 3970
                           Los angeles, California 90071
                           Attention: Brad Schwartz, Esq.
                           Telecopy No.: (213) 213-7301
                           Telephone No.: (213) 213-7300

                    (c)    if to any Shareholder, to:

                           Henry Hernandez, as Shareholder Representative
                           P.O. Box 1426
                           San Luis Obispo, CA  93406
                           Telecopy No.: (805) 547-3875
                           Telephone No.: (805) 542-8557



                                      -38-
<PAGE>

         8.5 Interpretation.

         When a reference is made in this  Agreement  to Sections,  Schedules or
Exhibits,  such  reference  shall be to a Section,  Schedule  or Exhibit to this
Agreement  unless  otherwise  indicated.  The words  "include,"  "includes"  and
"including"  when used herein shall be deemed in each case to be followed by the
words "without limitation." The table of contents and headings contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

         8.6 Counterparts.

         This  Agreement may be executed in any number of  counterparts,  all of
which shall be considered one and the same agreement and shall become  effective
when one or more  counterparts  have  been  signed  by each of the  parties  and
delivered to the other party.

         8.7 Entire Agreement.

         This Agreement and the documents and instruments  and other  agreements
among the parties  delivered  pursuant  hereto  constitute the entire  agreement
among the parties with respect to the subject  matter  hereof and  supersede all
prior  agreements and  understandings,  both written and oral, among the parties
with  respect to the subject  matter  hereof and are not intended to confer upon
any other person any rights or remedies hereunder except as otherwise  expressly
provided herein.

         8.8 No Transfer.

         This Agreement and the rights and  obligations set forth herein may not
be transferred or assigned by operation of law or otherwise  without the consent
of each party  hereto.  This  Agreement  is  binding  upon and will inure to the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns.

         8.9 Severability.

         If any provision of this Agreement,  or the application  thereof,  will
for any reason and to any extent be invalid or  unenforceable,  the remainder of
this   Agreement  and   application  of  such  provision  to  other  persons  or
circumstances  will be interpreted so as to reasonably  effect the intent of the
parties hereto.  The parties further agree to replace such void or unenforceable
provision of this  Agreement  with a valid and  enforceable  provision that will
achieve,  to the extent possible,  the economic,  business and other purposes of
the void or unenforceable provision.

         8.10 Other Remedies.

         Except  as  otherwise  provided  herein,  any and all  remedies  herein
expressly  conferred  upon a  party  will  be  deemed  cumulative  with  and not
exclusive  of any  other  remedy  conferred  hereby  or by law or equity on such
party,  and the exercise of any one remedy will not preclude the exercise of any
other.


                                      -39-
<PAGE>

         8.11 Further Assurances.

         Each party  agrees to  cooperate  fully with the other  parties  and to
prepare,  execute,  deliver and/or file such further instruments,  documents and
agreements  (including,  in the  case  of  OutBack,  any  documents  or  filings
necessary to protect or assign the OutBack  Intellectual  Property)  and to give
such further  written  assurances  as may be  reasonably  requested by any other
party to evidence and reflect the transactions described herein and contemplated
hereby and to carry into effect the intents and purposes of this Agreement.

         8.12 Absence of Third Party Beneficiary Rights.

         No provision of this  Agreement or the Schedules or Exhibits  hereto is
intended,  nor will be  interpreted,  to provide  or to create  any third  party
beneficiary  rights or any other  rights  of any kind in any  client,  customer,
affiliate,  employee,  partner or any party hereto or any other person or entity
unless  specifically  provided otherwise herein or in the Exhibits hereto,  and,
except as so provided, all provisions hereof will be personal solely between the
parties to this Agreement.

         8.13 Mutual Drafting.

         This Agreement is the joint product of GoAmerica and OutBack,  and each
provision  hereof has been subject to the mutual  consultation,  negotiation and
agreement of GoAmerica  and OutBack,  and shall not be construed  for or against
any party hereto.

         8.14 Governing Law.

         This Agreement shall be governed in all respects,  including  validity,
interpretation  and effect, by the laws of the State of Delaware (without giving
effect to its choice of law principles).

         8.15 Knowledge.

         As used in this  Agreement,  the  expression  "to OutBack's  knowledge"
means that any of the  officers,  directors  or  shareholders  of  OutBack  have
awareness or knowledge of such matter.

                                    * * * * *


                                      -40-
<PAGE>

         IN WITNESS WHEREOF, GoAmerica, Sub and OutBack have caused this
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.

                                     GOAMERICA, INC.

                                     By: /s/ Aaron Dobrensky
                                        ----------------------------------------
                                        Name:  Aaron Dobrensky
                                        Title: Chief Executive Officer


                                     GOAMERICA ACQUISITION III CORP.

                                     By: /s/ Francis J. Elenio
                                        ----------------------------------------
                                        Name:  Francis J. Elenio
                                        Title: Chief Financial Officer


                                     OUTBACK RESOURCE GROUP, INC.

                                     By: /s/ James Mortensen
                                        ----------------------------------------
                                        Name:  James Mortensen
                                        Title: President


                                     As to Section 2.3, Section 3.1 and Article
                                     VI only:


                                     THE SHAREHOLDERS:

                                        /s/ Henry Hernandez
                                     -------------------------------------------
                                     Henry Hernandez, individually

                                        /s/ James Mortensen
                                     -------------------------------------------
                                     James Mortensen, individually

                                        /s/ Michael Chuises
                                     -------------------------------------------
                                     Michael Chuises, individually

                                        /s/ James Pickering
                                     -------------------------------------------
                                     James Pickering, individually


         [Signature page of Merger Agreement and Plan of Reorganization]


                                      -41-
<PAGE>


                                   EXHIBIT 1.1

                     CALIFORNIA AGREEMENT AND PLAN OF MERGER



<PAGE>

                                 EXHIBIT 1.4(b)

                                WARRANT AGREEMENT



<PAGE>

                                   EXHIBIT 2.3

                                ESCROW AGREEMENT





<PAGE>

                                 EXHIBIT 5.2(f)

                         INVENTION ASSIGNMENT AGREEMENT



<PAGE>

                                 EXHIBIT 5.2(g)

                              NON-COMPETE AGREEMENT



<PAGE>

                                 EXHIBIT 5.2(k)

                           SHARE RESTRICTION AGREEMENT



<PAGE>

                                  SCHEDULE 4.20

                                  NOTES PAYABLE





1.  $50,000 bank loan - First Bank of San Luis Obispo



<PAGE>


                                 SCHEDULE 5.2(g)

                    PARTIES TO EXECUTE NON-COMPETE AGREEMENTS




James Mortensen

Michael Chuises

James Pickering



<PAGE>


                                 SCHEDULE 5.2(k)

                                 SHAREHOLDERS TO

                       EXECUTE SHARE RESTRICTION AGREEMENT




James Mortensen

Michael Chuises

James Pickering



<PAGE>


                                 SCHEDULE 5.3(e)

                       EMPLOYEES TO RECEIVE OFFER LETTERS




James Mortensen

Michael Chuises

James Pickering



<PAGE>


                           OUTBACK DISCLOSURE SCHEDULE



<PAGE>


                          GOAMERICA DISCLOSURE SCHEDULE