ESCROW AGREEMENT

         This ESCROW AGREEMENT (this "Agreement") dated as of  November 13, 2001
is by and among  GoAmerica,  Inc.  ("GoAmerica"),  the  shareholders  of OutBack
Resource  Group,  Inc. as listed on Schedule A hereto (the  "Shareholders")  and
American Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent").

                          W I T N E S S E T H

         WHEREAS,  this  Agreement is made pursuant to the Merger  Agreement and
Plan of  Reorganization  (the "Merger  Agreement") dated as of  November 9, 2001
by and  among  GoAmerica,  GoAmerica  Acquisition  III  Corp.  ("Sub"),  OutBack
Resource Group,  Inc.  ("OutBack") and, as to certain  sections,  certain of the
Shareholders.  Capitalized terms used herein shall have the respective  meanings
ascribed to them in the Merger Agreement, unless the context requires otherwise.

         WHEREAS,  pursuant to the Merger Agreement, (a) Sub will be merged with
and into OutBack, (b) as part of the merger consideration,  GoAmerica is issuing
shares of GoAmerica  Common Stock (the "Merger  Shares") to the  shareholders of
OutBack (the  "Shareholders"),  in  conversion of and exchange for the shares of
capital stock of OutBack then held by the shareholders, and (c) the Shareholders
have agreed,  by  acceptance of their  respective  portions of the Merger Shares
pursuant to the Merger  Agreement,  to indemnify the GoAmerica  Indemnitees  for
Indemnifiable Losses.

         WHEREAS,  Section 2.3 of the Merger Agreement provides that one or more
certificates  representing  an aggregate of twenty  percent  (20%) of the Merger
Shares (the "Escrow  Shares"),  which Escrow  Shares are to be deducted pro rata
from  the  Merger  Shares  deliverable  to the  Shareholders  (based  upon  each
Shareholder's  percentage  ownership of the aggregate  number of Merger Shares),
shall be issued and delivered on behalf of the  Shareholders to the Escrow Agent
and shall be placed in an escrow  account  (the "Escrow  Account"),  pursuant to
this  Agreement,  to  settle  claims  for  Indemnifiable  Losses  that may arise
pursuant to the Merger Agreement.

         WHEREAS,  the  parties  desire to  establish  the terms and  conditions
pursuant to which the Escrow Shares will be deposited and held in, and delivered
from, the Escrow Account.

         NOW, THEREFORE, in consideration of the foregoing and the
mutual promises, representations, warranties, covenants and agreements
         contained herein and in the Merger Agreement, the parties hereto,
intending to be legally bound, hereby agree as follows:

1.       Appointment of Escrow Agent.

         GoAmerica and the  Shareholders  hereby appoint and designate  American
Stock  Transfer & Trust Company as the Escrow Agent for the purposes  herein set
forth  and  American   Stock  Transfer  &  Trust  Company  hereby  accepts  such
appointment, all on the terms and subject to the conditions of this Agreement.


<PAGE>

2.       Acknowledgment of Receipt of the Merger Agreement.

         The Escrow  Agent hereby  acknowledges  receipt of a copy of the Merger
Agreement,  but, except for reference  thereto for  definitions  incorporated by
reference  herein and as provided in Section 5 hereof,  the Escrow  Agent is not
charged  with  any  duties  or  responsibilities  with  respect  to  the  Merger
Agreement.

3.       Escrow Shares.

         3.1.  GoAmerica  hereby agrees to provide to the Escrow  Agent,  within
twenty (20) business days after the date hereof,  one or more stock certificates
representing  the  number  of Escrow  Shares to be held in escrow by the  Escrow
Agent. Each stock  certificate so deposited on behalf of the Shareholders  shall
be issued in the name of the Escrow Agent, as escrow agent for GoAmerica and the
Shareholders.  The Escrow Agent  acknowledges and agrees,  as transfer agent and
registrar for  GoAmerica,  to use its best efforts to process such  certificates
within the foregoing timeframe.  The Escrow Shares, as such term is used herein,
shall  include  the  initial  Escrow  Shares  deposited  by  GoAmerica  and  the
"Additional Escrow Account" as that term is defined in Section 3.2.

         3.2. Any and all dividends payable in securities or other distributions
of any kind made in respect to the Escrow Shares or other securities held in the
Escrow Account, except cash or taxable in-kind distributions which shall be paid
directly to each respective Shareholder (the "Additional Escrow Account"), shall
be held in the Escrow Account  pursuant to this  Agreement;  provided,  however,
that the  Shareholders  shall have the voting  rights with respect to the Escrow
Shares so long as such Escrow  Shares are held in escrow.  GoAmerica  shall take
any and all reasonable and necessary  steps to allow the exercise of such voting
rights.  While  the  Escrow  Shares  remain  subject  to  this  Agreement,   the
Shareholders  shall retain and shall be able to exercise all other  incidents of
ownership  of the Escrow  Shares  that are not  inconsistent  with the terms and
conditions hereof. All Escrow Shares to the extent they constitute securities of
GoAmerica  shall  appear as  issued  and  outstanding  on the  balance  sheet of
GoAmerica.

         3.3. The  Shareholders  shall be responsible  for any tax liability and
tax reporting obligations attributable to (a) the placement of the Escrow Shares
in the Escrow Account and (b) the payment of any dividends,  to the extent paid,
or other amounts payable to the  Shareholders  with respect to the Escrow Shares
and shall provide the Escrow Agent with executed and completed  Internal Revenue
Service  Forms  W-9.  The  Shareholders  shall be  treated  as the  owner of the
property in the Escrow Account for all tax purposes.

         3.4.  Except  as  contemplated  hereunder,  no  Escrow  Shares  or  any
beneficial interest therein may be pledged, hypothecated, or permitted to suffer
any lien or encumbrance by the  Shareholders,  including by operation of law, or
be taken or reached by any legal or  equitable  process in  satisfaction  of any
debt or other  liability of any  Shareholder  or OutBack,  prior to the date the
Escrow  Agent is required to deliver the Escrow  Shares to the  Shareholders  in
accordance with the terms of this Agreement.

                                      -2-
<PAGE>

         3.5.  The  parties  hereto  acknowledge  that the portion of the Escrow
Shares owned by James Mortensen, James Pickering and Michael Chuises are subject
to respective Share Restriction  Agreements,  in substantially the form attached
hereto as Exhibit A,  whereby the Company  may  repurchase  such shares upon the
occurrence of certain events.  The Escrow Agent agrees that within ten (10) days
of receipt of written  notice from the Company that it has  exercised its rights
under such Share Restriction  Agreements,  the Escrow Agent shall release to the
Secretary  of the  Company  that  portion of the Escrow  Shares set forth in the
notice, for administration in accordance with the terms of the Share Restriction
Agreements and the Joint Escrow Instructions executed in connection therewith.

4.       Indemnification Liability of Shareholders.

         The Shareholders'  obligations  regarding liability for indemnification
to the  GoAmerica  Indemnitees  shall be governed by the Merger  Agreement.  The
terms,  conditions,  covenants  and  provisions  regarding  the  indemnification
obligations  of the  Shareholders  set forth in the Merger  Agreement are hereby
incorporated in full by reference herein.

5.       Distribution Events.

         5.1.  At any time or times  prior to the  date  that is  thirteen  (13)
months  from the closing  date,  GoAmerica  may make  claims  against the Escrow
Shares for amounts due for indemnification under the Merger Agreement. If, after
final  determination  of  liability,  on a claim  (the  exact date of such final
determination  to be the "Claim Date") in  accordance  with the  procedures  set
forth in Section 6.2 of the Merger Agreement,  any of the GoAmerica  Indemnitees
shall have any claim of indemnification for Indemnifiable Losses pursuant to the
Merger  Agreement,  GoAmerica  shall  promptly  (a) give formal  written  notice
thereof to the  Shareholder  Representative  and the Escrow Agent,  which notice
shall include the  aggregate  dollar  amount of the  Indemnifiable  Losses and a
brief  description  of the facts upon which the claim is based,  and (b) provide
the Escrow Agent and the Shareholder  Representative with a calculation pursuant
to Section 5.3 hereof.  Subject to the  following  provisions of this Section 5,
the Escrow  Agent  shall,  not less than  twenty (20)  business  days but within
twenty-five  (25) business days  following  delivery of such notice,  deliver to
GoAmerica  in  accordance  with  Section 5.3 hereof the number of Escrow  Shares
having an aggregate  cash value (as  determined in  accordance  with Section 5.3
hereof) equal to the amount of such Indemnifiable Losses.

         5.2. If the Shareholder Representative shall, in good faith, notify the
Escrow Agent in writing of any  objections  or disputes  with respect to a claim
for  indemnification  within  twenty (20) business  days  following  delivery of
notice of a claim for indemnity pursuant to Section 5.1 hereof,  then the Escrow
Agent shall instead set aside such Escrow Shares (the "Set Aside  Amount") until
(a) the Shareholder  Representative and GoAmerica have agreed upon the rights of
GoAmerica,  any of the GoAmerica  Indemnitees  seeking  indemnification  and the
Shareholders  with respect thereto and have notified the Escrow Agent of such an
agreement in writing signed by GoAmerica and the Shareholder  Representative  or
(b)  such  rights  are  finally  determined  pursuant  to  Section


                                      -3-
<PAGE>

14.6 of this  Agreement.  Any  uncontested  portion  of a claim will be resolved
as  set  forth  in  Section  5.1  above.  The  Escrow  Agent  may  rely  on  any
arbitration  ruling in accordance with Section 14.6 hereof or on the final order
or other final  determination of any such court. If any such arbitrator or court
shall  determine  that any or all of the Escrow  Shares are to be  delivered  to
GoAmerica, the Escrow Agent shall, within fifteen (15) days following receipt of
a copy of such final  determination,  deliver to GoAmerica  the number of Escrow
Shares having a cash value equal  (determined as provided in Section 5.3) to the
sum of the  amount  of the  claim  for  Indemnifiable  Losses  as to  which  the
arbitrator  or the  court  has  finally  determined  that  any of the  GoAmerica
Indemnitees  is  entitled to  indemnity  under the Merger  Agreement.  All other
expenses of such  litigation or  arbitration,  including  reasonable  attorney's
fees,  will be paid by the losing party and the court or the arbitrator  will be
authorized to make such determination.

         5.3. For  purposes of  establishing  the number of Escrow  Shares to be
delivered to GoAmerica or set aside in respect of any Set Aside Amount  pursuant
to this Section 5, the cash value of each share of GoAmerica  Common Stock shall
be equal to the average  closing price per share of GoAmerica's  Common Stock as
reported on the Nasdaq  National  Market (or such other  exchange  or  quotation
system upon which  GoAmerica  is then  traded)  during the ten (10) trading days
ending three (3) days prior to the Claim Date.

6.       Termination.

         This Agreement  shall  terminate  thirteen (13) months from the Closing
Date or, if at such time a contested claim remains  unresolved,  at such time as
such contested claim has been resolved,  unless sooner terminated by the parties
(the  "Termination  Date").  Notwithstanding  anything in this  Agreement to the
contrary,  GoAmerica shall assert all claims under this Escrow  Agreement within
the  thirteen  (13)  month  period  commencing  on  the  Closing  Date.  On  the
Termination  Date or as soon  thereafter  as is  practicable  and on  receipt of
written  notice  from the  Company,  the Escrow  Agent shall  distribute  to the
Shareholders an aggregate  amount equal to the Escrow Shares less the sum of any
amount  previously paid to GoAmerica from the Escrow Account as  indemnification
pursuant to the Merger Agreement.  The Escrow Shares shall be distributed to the
Shareholders  in the same  proportion  that the balance of the Merger Shares not
deposited in the Escrow Account is distributed to the Shareholders in the Merger
Agreement,  such  proportions are set forth next to each  Shareholder's  name on
Schedule A hereto.

7.       Fees and Expenses of Escrow Agent.

         7.1. For  services  rendered,  the Escrow Agent shall  receive a fee of
$2,500 per annum. The fees of the Escrow Agent shall be borne by GoAmerica.

         7.2.  The Escrow  Agent shall also be entitled  to  reimbursement  from
GoAmerica and the Shareholders for all reasonable out-of-pocket expenses paid or
incurred by it in the administration of its duties hereunder, including, but not
limited to,  reasonable  attorneys'  or agents' fees and  disbursements  and all
reasonable taxes or other governmental charges.  GoAmerica shall pay all of such
expenses, provided that, such


                                      -4-
<PAGE>

expenses do not  exceed $500 barring  any unforeseen  circumstances.  If for any
reason  the  deposit  of the  Escrow  Shares is not received by the Escrow Agent
as  contemplated in  Section 3.1 hereof, GoAmerica  shall reimburse  the  Escrow
Agent for  all expenses,  including  reasonable counsel fees and  disbursements,
paid  or  incurred  by  it in  making  preparations  for providing  the services
contemplated hereby.

8.       Protection of Escrow Agent.

         8.1.  The Escrow Agent shall have no duties or  responsibilities  other
than those  expressly set forth  herein.  The Escrow Agent shall have no duty to
enforce  any  obligation  of any person to make any payment or  delivery,  or to
direct or cause any payment or delivery to be made, or to enforce any obligation
of any person to  perform  any other act.  The  Escrow  Agent  shall be under no
liability to the other parties hereto or to anyone else by reason of any failure
on the part of any  party  hereto or any  maker,  guarantor,  endorser  or other
signatory  of  any  document  or any  other  person  to  perform  such  person's
obligations  under any such  document.  Except for  amendments to this Agreement
referred  to below,  and except for  instructions  given to the Escrow  Agent by
GoAmerica  and the  Shareholders  relating  to the  Escrow  Account  under  this
Agreement,  the Escrow Agent shall not be obligated to recognize  any  agreement
between any and all of the  persons  referred  to herein,  notwithstanding  that
references  thereto  may be made  herein  and  whether  or not it has  knowledge
thereof.

         8.2.  The  Escrow  Agent  shall  not  be  liable  to  GoAmerica  or the
Shareholders  or to anyone  else for any  action  taken or omitted by it, or any
action suffered by it to be taken or omitted,  in good faith and in the exercise
of its own best  judgment  and shall be liable only in case of its own bad faith
or willful misconduct or gross negligence or intentional  failure to comply with
its obligations under this Agreement. The Escrow Agent may rely conclusively and
shall be  protected  in acting  upon any  order,  notice,  demand,  certificate,
opinion or advice of counsel  (including  counsel  chosen by the Escrow  Agent),
statement, instrument, report or other paper or document (not only as to its due
execution and the validity and  effectiveness of its provisions,  but also as to
the truth and  acceptability  of any information  therein  contained),  which is
reasonably  believed  by the  Escrow  Agent to be  genuine  and to be  signed or
presented by the proper  person or persons.  The Escrow Agent shall not be bound
by any notice or demand, or any waiver, modification,  termination or rescission
of this  Agreement or any of the terms  thereof,  unless  evidenced by a writing
delivered  to the Escrow Agent signed by the proper party or parties and, if the
duties or rights of the  Escrow  Agent are  affected,  unless it shall  give its
prior written consent thereto.

         8.3. The Escrow Agent shall not be responsible  for the  sufficiency or
accuracy of the form of, or the execution,  validity,  value or genuineness  of,
any document or property received,  held or delivered by it hereunder, or of any
signature or endorsement thereon, or for any lack of endorsement thereon, or for
any description  therein; nor shall the Escrow Agent be responsible or liable to
the other  parties  hereto or to anyone  else in any  respect  on account of the
identity,  authority  or  rights  of the  persons  executing  or  delivering  or
purporting to execute or deliver any document or property or this Agreement. The
Escrow Agent shall have no responsibility with respect to the use or


                                      -5-
<PAGE>

application of any funds or other property paid or delivered by the Escrow Agent
pursuant to the provisions hereof.

         8.4 The Escrow Agent shall have the right to assume,  in the absence of
written notice to the contrary from the proper person or persons, that a fact or
an event by  reason  of which an  action  would or might be taken by the  Escrow
Agent does not exist or has not  occurred,  without  incurring  liability to the
other parties  hereto or to anyone else for any action taken or omitted,  or any
action suffered by it to be taken or omitted,  in good faith and in the exercise
of its own best judgment, in reliance upon such assumption.

9.       Controversies.

         If any controversy arises among the parties to this Agreement,  or with
any other party,  concerning the subject matter of this Agreement,  or its terms
or  conditions,  the  Escrow  Agent  will  not  be  required  to  determine  the
controversy  or to take any action  regarding  it. The Escrow Agent may hold the
Escrow Shares and all documents  and funds,  and may wait for  settlement of any
such controversy by final appropriate  arbitration or legal proceedings or other
means,  as the Escrow Agent may require in its discretion,  notwithstanding  any
other provision of this Agreement.  In such event,  the Escrow Agent will not be
liable for interest or damages.  Furthermore, the Escrow Agent may at its option
file an action of  interpleader in a court of competent  jurisdiction  requiring
the parties to answer and litigate their claims and rights among themselves. The
Escrow Agent is  authorized to deposit with the clerk of the court all documents
and funds held in the Escrow Account,  except all costs,  expenses,  charges and
reasonable  attorney fees  incurred by the Escrow Agent due to the  interpleader
action,  GoAmerica  agrees  to pay and  promptly  deposit  with the clerk of the
court. Upon initiating such action, the Escrow Agent shall be fully released and
discharged of and from any  obligations  and  liability  imposed by the terms of
this Agreement. The release from liability shall survive the termination of this
Agreement.

10.      Resignation or Removal of Escrow Agent.

         The  Escrow  Agent may resign at any time upon  giving at least  thirty
(30) days' written notice to GoAmerica and the Shareholder  Representative,  and
may be  removed  at any  time  by the  mutual  agreement  of  GoAmerica  and the
Shareholder Representative.  Upon resignation or removal, the Escrow Agent shall
turn over the Escrow Account to the duly appointed  successor escrow agent (less
any amount due and owning under Section 7 hereof);  provided,  however, that any
such  resignation or removal shall not become effective until the appointment of
a successor  escrow agent which shall be accomplished as follows.  GoAmerica and
the Shareholder  Representative shall use their reasonable best efforts to agree
on a successor  escrow agent within thirty (30) days after receiving such notice
of  resignation  from  the  Escrow  Agent.  If  GoAmerica  and  the  Shareholder
Representative  fail to agree on a successor  escrow agent within such time, the
parties shall promptly request a court of competent jurisdiction to appoint such
an agent. If a successor  escrow agent is not appointed  within thirty (30) days
of the  parties  request to the court,  the Escrow  Agent may deposit the Escrow
Account with such court pending  appointment.  The successor  escrow agent shall
execute and deliver to the


                                      -6-
<PAGE>

Escrow  Agent an instrument  accepting  such  appointment and  it shall, without
further  acts, be vested with  all the estates,  properties, rights, powers  and
duties of the  predecessor  escrow agent  as if originally  named as  the escrow
agent. Then, the Escrow Agent shall be discharged from  any  further duties  and
liability  under  this  Agreement   accruing  after  the  date  the  appointment
of such  successor  escrow agent is accepted by the parties (or made by  a court
of  competent  jurisdiction,  as  applicable) and  becomes  effective,  and such
discharge of liability will survive the termination of this Agreement.

11.      Indemnification of Escrow Agent.

         11.1. GoAmerica shall reimburse, indemnify and hold harmless the Escrow
Agent, its employees and agents (referred to in this Section 11 collectively and
individually  as the "Escrow  Agent"),  from and  against any and all  expenses,
including  reasonable  counsel fees and  disbursements,  or loss suffered by the
Escrow Agent in connection with any action,  suit or other proceeding  involving
any claim, or in connection with any claim or demand, which in any way, directly
or indirectly,  arises out of or relates to this Agreement,  the services of the
Escrow Agent hereunder,  the monies or other property held by it hereunder.  The
Escrow  Agent  shall have a lien for the amount of any such  expenses or loss on
the monies and other  property  held by it  hereunder  and shall be  entitled to
reimburse itself from such monies or property for the amount of any such expense
or loss.  Promptly after the receipt by the Escrow Agent of notice of any demand
or claim or the commencement of any action, suit or proceeding, the Escrow Agent
shall,  if a claim in respect  thereof is to be made against  GoAmerica,  notify
GoAmerica  thereof in writing,  but the failure by the Escrow Agent to give such
notice shall not relieve GoAmerica from any liability which they may have to the
Escrow Agent  hereunder.  Notwithstanding  any  obligation  to make payments and
deliveries  hereunder,  the Escrow Agent may retain and hold for such time as it
deems  necessary  such amount of monies or  property  as it shall,  from time to
time, in its sole  discretion,  deem sufficient to indemnify itself for any such
loss or expense and for any amounts due it under Section 7.

         11.2. For purposes of this Section 11, the term "expense or loss" shall
include all amounts paid or payable to satisfy any claim,  demand or  liability,
or in settlement of any claim,  demand,  action, suit or proceeding settled with
the express  written  consent of the Escrow  Agent,  and all costs and expenses,
including,  but not limited to, reasonable counsel fees and disbursements,  paid
or incurred  in  investigating  or  defending  against  any such claim,  demand,
action, suit or proceeding.

         11.3.  GoAmerica  and the  Shareholders  may  participate  at their own
expense in the defense of any claim or action  that may be asserted  against the
Escrow Agent,  and, if GoAmerica or the Shareholder  Representative  (acting for
the  Shareholders)  so elects,  either  may assume the  defense of such claim or
action;  provided,  however,  that if there  exists a conflict of interest  that
would make it inappropriate  for the same counsel to represent both GoAmerica or
the  Shareholders,  as the case  may be,  and the  Escrow  Agent,  retention  of
separate  counsel by the  Escrow  Agent  shall be  reimbursable  as  hereinabove
provided;  and provided,  further, that GoAmerica shall not settle or compromise
any such claim or action without the consent of the Shareholders,  which consent
shall not be unreasonably  withheld,  and the  Shareholders  shall not settle or
compromise  any such claim or action  without  the consent of  GoAmerica,  which


                                      -7-
<PAGE>

consent shall not be unreasonably  withheld.  The parties will notify the Escrow
Agent in writing of their  intention to participate or assume the defense of any
claim. The right of the Escrow Agent to indemnification  hereunder shall survive
its  resignation or removal as Escrow Agent and shall survive the termination of
this Agreement by lapse of time or otherwise.

12.      Authority of GoAmerica.

         GoAmerica shall be entitled to assert claims for indemnity on behalf of
any of the GoAmerica Indemnitees,  and all of the GoAmerica Indemnitees shall be
bound by GoAmerica's actions and decisions hereunder.

13.      Authority of Shareholder Representative.

         The Shareholder Representative represents and warrants to GoAmerica and
the  Escrow  Agent  that  the  Shareholders,  by  virtue  of  the  Shareholders'
acceptance of their respective portion of the Merger Shares,  have consented to:
(a) be bound by the terms of this Escrow  Agreement;  (b) be a party hereto with
the same force and effect as if they were signatories hereto,  including without
limitation,   the  appointment  of  the  Shareholder   Representative  as  their
representative for purposes of this Escrow Agreement and as attorney-in-fact and
agent  for and on behalf of each  such  Shareholder;  and (c) the  taking by the
Shareholder  Representative  of any  and  all  actions  and  the  making  of any
decisions  required  or  permitted  to be  taken  or  made  by  the  Shareholder
Representative under this Escrow Agreement and the Merger Agreement.

14.      Miscellaneous.

         14.1. Amendments and Waivers. This Agreement,  or any provision of this
Agreement,  may be  amended  or waived  from  time to time only upon the  mutual
written agreement of GoAmerica, the Shareholders (by and through the Shareholder
Representative)  and the  Escrow  Agent.  No delay or  omission  by any party to
exercise  any right or power  hereunder  shall  impair such right or power or be
construed to be a waiver  thereof.  A waiver by any of the parties hereto of any
of the covenants to be performed by the other or any breach thereof shall not be
construed  to be a waiver of any  subsequent  breach  or of any  other  covenant
contained in this Agreement.

         14.2. Notices.  Notices and other  communications by a party under this
Agreement  shall be in writing and  hand-delivered,  deposited with an overnight
carrier for next- or second-day delivery,  sent by certified mail or transmitted
by facsimile (with receipt  confirmed),  addressed to the parties as follows (or
to  such  other  addresses  as any  party  may  designate  from  time to time in
writing):


                                      -8-
<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
                                    with copies to:

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

                  (b)      if to the Shareholders, to:

                                    Henry Hernandez, Shareholder Representative
                                    P.O. Box 1426
                                    San Luis Obispo, California 93406
                                    Telecopy No.:    (805) 547-3875

                                    with copies to:

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

                   (c)     if to the Escrow Agent, to:

                                    American Stock Transfer & Trust Company
                                    59 Maiden Lane
                                    New York, New York  10038
                                    Attention:  Mr. Herbert Lemmer
                                    Telecopy No.: (718) 331-1852

and shall be deemed given when received.

         14.3. Successors;  Third Parties;  Assignment.  This Agreement shall be
binding  upon and inure to the  benefit  of the  parties  and  their  respective
successors and assigns. This Agreement is not intended to confer upon any person
other  than the  parties  hereto  any rights or  remedies  hereunder,  except as
otherwise expressly provided herein.

         14.4. Entire Agreement.  This Agreement,  the Merger Agreement (and any
agreements  referenced therein) constitute the entire agreement among GoAmerica,
the


                                      -9-
<PAGE>

Shareholders and the Escrow Agent with respect to the subject matter hereof, and
supersedes  any   and  all   prior  agreements,  understandings,   promises   or
representations  made by such  persons  concerning  the  subject  matter of this
Agreement.

         14.5.  Applicable Law. The validity,  performance  and  construction of
this Agreement shall be governed by and construed in accordance with the laws of
the State of New York.

         14.6.  Consent to Jurisdiction; Arbitration.

                (a) Each of the  parties  hereby  consents  and agrees to submit
himself or itself to the  non-exclusive  jurisdiction of the courts of the State
of New York and of the  United  States of  America  located  in the State of New
York, County of New York.

                (b) The parties  acknowledge  and agree that GoAmerica  would be
materially prejudiced by the failure of the parties to resolve any objections or
disputes  as  contemplated  by Section  5.2 and  Article 6 hereof.  The  parties
therefore  agree to resolve any such disputes or  objections in accordance  with
the  arbitration  provisions  set forth  below  and to take any and all  actions
necessary to resolve such disputes or objections as  expeditiously  as possible.
Notwithstanding  anything  to the  contrary  contained  in this  Agreement,  any
dispute,  controversy or claim arising out of or relating to this Agreement,  or
the  provisions  of  the  Merger  Agreement   related  hereto,  or  the  breach,
termination  or  validity  thereof  ("Dispute")  shall  be  finally  settled  by
arbitration,  to be held  in New  York,  New  York in  accordance  with  the CPR
Institute For Dispute Resolution ("CPR") Non-Administered Arbitration Rules then
in effect  ("Rules"),  except as  modified  herein.  Within  five (5) days after
receipt by a party of a notice of dispute,  GoAmerica,  on the one hand, and the
Shareholder Representative, on the other, shall each appoint one arbitrator; the
two  arbitrators so appointed  shall select the third  arbitrator who shall be a
disinterested  person of recognized  competence in the matter at issue who shall
act as the  presiding  arbitrator  for the dispute in question.  If either party
fails to name an initial arbitrator,  or if appointed arbitrators have failed to
appoint the third  arbitrator  as provided in the Rules,  then CPR shall appoint
that arbitrator  within five (5) days of the request of either  GoAmerica or the
Shareholder Representative. Consistent with the expedited nature of arbitration,
the  number  of  depositions,   if  any,   conducted  by  each  of  claimant(s),
collectively,  and by  respondent(s),  collectively,  pursuant to Rule 11 of the
Rules shall be limited to three (3) and any discovery  permitted by the tribunal
shall be completed  within ten (10) days of the date of the  appointment  of the
third  arbitrator.  Any award  rendered in such  arbitration  shall be final and
binding  upon the parties,  and judgment may be entered  thereon in any court of
competent jurisdiction.  Upon the rendering of any such award on or prior to the
Termination Date, the Escrow Agent shall release the appropriate  portion of the
Escrow Account in accordance with Article 6 hereof.  The parties agree to submit
to the non-exclusive  jurisdiction of the courts of the State of New York and of
the  United  States of America  located in the State of New York,  county of New
York, for any action to enforce any award hereunder.  The demand for arbitration
shall be delivered in accordance  with Section 14.2. The fees of the arbitrators
shall be paid by the losing party and the arbitrators will be authorized to make
such determination binding on the parties and specifically enforceable.


                                      -10-
<PAGE>

         14.7. Validity. The invalidity or unenforceability of any provisions of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provisions  of this  Agreement,  each of which  shall  remain in full  force and
effect.

         14.8. Captions; Construction.  Titles or captions of Sections contained
in  this  Agreement  are  inserted  only  as a  matter  of  convenience  and for
reference,  and in no way define,  limit,  extend or describe  the scope of this
Agreement or the intent of any provision of this  Agreement.  The words "herein"
and  "hereof"  and other words of similar  import  refer to this  Agreement as a
whole and not to any particular part of this Agreement.  The word "including" as
used herein shall not be construed so as to exclude any other thing not referred
to or described. All references herein to Sections shall be deemed references to
sections of this Agreement, except as otherwise provided.

         14.9.  Counterparts.  This  Agreement  may be executed in any number of
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to be one and the same instrument.

         14.10.  Binding Effect.  This Agreement shall be binding upon and inure
solely to the  benefit of each party  hereto  and their  respective  successors,
assigns, heirs and legal representatives.  Except as otherwise set forth herein,
nothing in this  Agreement,  express or implied,  is intended to or shall confer
upon any other  person  any right,  benefit  or remedy of any nature  whatsoever
under or by reason of this Agreement.

         14.11.  Further  Assurances.  From  time to time on and  after the date
hereof, GoAmerica and the Shareholders shall deliver or cause to be delivered to
the Escrow Agent such further  documents and  instruments and shall do and cause
to be done such further acts as the Escrow  Agent shall  reasonably  request (it
being understood that the Escrow Agent shall have no obligation to make any such
request)  to carry out more  effectively  the  provisions  and  purposes of this
Agreement,  to  evidence  compliance  herewith  or to assure  itself  that it is
protected in acting hereunder.









                       [Signature page follows]


                                      -11-
<PAGE>

         IN WITNESS WHEREOF,  this Agreement has been duly executed as of and on
the date first above written.


                                        GOAMERICA, INC.


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



                                        THE SHAREHOLDERS


                                        By: /s/ Henry Hernandez
                                           -------------------------------------
                                            Name:   Henry Hernandez
                                            Title:  Shareholder Representative



                                        AMERICAN STOCK TRANSFER & TRUST COMPANY,
                                        as Escrow Agent


                                        By: /s/ Herbert J. Lemmer
                                           -------------------------------------
                                            Name:   Herbert J. Lemmer
                                            Title:  Vice President


                                      -12-
<PAGE>




                              SCHEDULE A

                       SCHEDULE OF SHAREHOLDERS


       Name                    Percentage of              Number of Shares to be
       ----                     Total Escrow                Deposited in Escrow
                                   Shares                 ----------------------
                               -------------

Henry Hernandez                     41.45%                        11,192
James Mortensen                     23.03%                         6,218
Michael Chuises                     13.82%                         3,731
James Pickering                      9.21%                         2,487
Garrett Conaty                        .69%                           186
Richard James                        1.61%                           435
The Lee Living Trust
  Dated March 25, 1994               4.61%                         1,243
Jay Chalfant                         3.22%                           870
Lise M. Lambert                      2.36%                           638