**Exhibit
          2.1**
 **WAIVER
        AND SUPPLEMENTAL AGREEMENT**
  This
        Waiver and Supplemental Agreement is made as of October 28, 2005, among Hands
        On
        Video Relay Services, Inc., Hands On Sign Language Services, Inc. (collectively
        “Hands On”), Denise and Ronald Obray (collectively, the “Obrays”) and GoAmerica,
        Inc. (“GoAmerica).
 
 The
        parties hereto agree as follows:
 
 1.0  Background .
        The
        parties entered into an Agreement and Plan of Reorganization, dated as of
        July
        6, 2005 (the “Merger Agreement”). All capitalized terms used herein and not
        otherwise defined have the meanings ascribed to them in the Merger Agreement.
        Hands On has requested a waiver from GoAmerica from certain provisions of
        the
        Merger Agreement to allow Hands On to raise a limited amount of capital from
        third-party sources through the issuance of new securities or the sale of
        securities currently held by the Obrays (collectively, “Securities
        Transactions”).
 
 Both
        GoAmerica and Hands On are prohibited under Section 5.2 of the Merger Agreement
        from:
  ·
              taking
                  any action to solicit, initiate, encourage or support any inquiries
                  that
                  could lead to business deals with third parties, including mergers,
                  asset
                  sales, sales of capital stock or similar transactions;
                  or
  ·
              engaging
                  in any discussions or negotiations or providing
                  any informationto any party regarding any these types of
                  transactions.
  Section
        5.1 of the Merger Agreement provides that neither party may issue any securities
        without the prior consent of the other party. Finally, Section 5.3 of the
        Merger
        Agreement provides that the Obrays will not transfer or sell any of their
        interests in Hands On.
 
 GoAmerica
        is willing to grant Hands On and the Obrays a waiver from these provisions
        of
        the Merger Agreement on the terms described below and Hands and the Obrays
        are
        willing to grant GoAmerica a limited waiver from Section 5.2 on the terms
        described below.
 
 2.0  Terms
        of Waiver .
 
 2.1  GoAmerica
        agrees that Hands On and the Obrays shall be permitted to raise up to $2.0
        million (or, if GoAmerica consents, more than $2.0 million) through Securities
        Transactions during the period from the date this Waiver and Supplemental
        Agreement is signed through December 31, 2005, provided that if Hands On
        and the
        Obrays have a bona fide proposal for a Securities Transaction by December
        31,
        2005, the parties will agree to a reasonable extension of this date (consistent
        with Merger closing by the Closing Date) to consummate such Securities
        Transaction.
 
 2.2  The
        Securities Transactions will be subject to the following
        conditions:
 
 ·
              Only
                  common stock, or securities that convert into common stock of Hands
                  On,
                  and then GoAmerica,automaticallyupon closing of the Merger with GoAmerica, will be sold. No debt
                  or other
                  obligations resulting from the sale of these securities will be
                  outstanding following closing of the Merger.
  ·
              Purchasers
                  of these securities will be required as a condition to any sale
                  to agree
                  to vote in favor of the Merger with GoAmerica and to waive any
                  appraisal
                  rights which they may have so that the Obrays and the Purchasers
                  will, in
                  the aggregate, at all times hold sufficient shares of Hands On
                  to ensure
                  that the Merger will be approved by Hands On shareholders.
 
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 2.3  The
        funds
        raised by the Securities Transactions will be used by Hands On and the Obrays
        to
        pay transactions expenses incurred by Hands On and the Obrays in connection
        with
        the Merger Agreement and the Merger and to pay other liabilities of Hands
        On,
        provided that as long as all outstanding transaction expenses and past due
        liabilities of Hands On have been paid, Hands On shall continue to have the
        right to make distributions to Target Shareholders if the provisions of Section
        5.1(b) of the Merger Agreement have been met. The parties acknowledge that
        Section 6.15 of the Merger Agreement provides that “whether or not the Merger is
        consummated, all costs and expenses incurred in connection with this Agreement
        and the transactions contemplated hereby shall be paid by the party incurring
        such expense.” To effectuate this provision, to the extent that any transaction
        expenses of Hands On and the Obrays remain outstanding as of the Effective
        Time
        of the Merger, by operation of law, GoAmerica shall assume such transaction
        expenses on the Closing Date, and the number of GoAmerica shares to be issued
        in
        the Merger will be reduced by a number of shares equal to (i) the product
        of
        multiplying the amount of such transaction expenses so assumed by GoAmerica
        times 2.0, divided by (ii) the Average Closing Price.
 
 2.4  The
        Targets’ Working Capital Deficit described in the Merger Agreement shall be
        calculated as of the Closing Date (rather than as of June 30, 2005).
        Accordingly, all references in the Merger Agreement to the Targets' Working
        Capital Deficit as of the date of the Merger Agreement shall be construed
        to
        mean the Targets Working Capital Deficit as of the Closing Date, and the
        following terms in the Merger Agreement are hereby revised to read as
        follows:
 
 “Targets’
        Working Capital Deficit Shares” shall mean the number of shares of Acquirer
        Common Stock equal to (i) the amount of Targets’ Working Capital Deficit as of
        the Closing Date (determined in accordance with the provisions contained
        herein), divided by (ii) the Average Closing Price.
 
 “Targets’
        Working Capital Deficit” shall mean the amount by which the Targets’ Total
        Current Liabilities exceed the Targets’ Total Currents Assets as of the Closing
        Date.
  “Targets’
        Total Current Assets” shall mean all of the Targets’ current assets as
        determined according to generally accepted accounting principles consistent
        with
        Targets’ past accounting practices, but excluding the note receivable from the
        Shareholders’ Agent and any prepaid legal expenses incurred by Targets in
        connection with the Merger, as set forth on the Closing Date Balance
        Sheet.
  “Targets’
        Total Current Liabilities” shall mean all of the Targets’ current liabilities as
        determined according to generally accepted accounting principles consistent
        with
        Targets’ past accounting practices, but excluding obligations under the VRS
        Notes and obligations under that certain Short Term Loan Agreement previously
        entered into by the Targets and Acquirer, as set forth on the Closing Date
        Balance Sheet.
  In
        addition, a Closing Date Balance Sheet of the Targets shall be prepared by
        Targets no later than 20 business days after the Closing Date, following
        the
        procedures (including, without limitation, the review procedure) described
        in
        Section 2.6(b) of the Merger Agreement with respect to the June 30 Balance
        Sheet. Since the exact amount of GoAmerica shares to be issued in the Merger
        cannot be calculated until the parties agree to the Closing Date Balance
        Sheet
        of the Targets, a new Section 10.11 is hereby added to the Merger Agreement
        to
        read as follows:
 
 “10.11  Issuance
        of Acquirer Common Stock .
        Notwithstanding any other provision contained in this Agreement, twenty five
        (25%) of the shares of Acquirer Common Stock to be issued to Ron and Denise
        Obray in the Merger shall be delivered into escrow (the "Working Capital
        Deficit
        Escrow Shares") and shall not be released until the Closing Date Balance
        Sheet
        and, accordingly, the Targets’ Working Capital Deficit Shares, have been agreed
        to by the parties or otherwise determined in accordance with Section 2.6
        (b) of
        the Merger Agreement.” Pending such determination, Ron and Denise Obray shall
        enjoy all rights and benefits of ownership of the Working Capital Deficit
        Escrow
        Shares, including, without limitation, all voting rights.
 
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 2.5  All
        other
        provisions in the Merger Agreement, including, without limitation, the
        adjustment for the VRS Note Considerations Shares, shall remain unchanged
        and in
        full force and effect.
 
 2.6  GoAmerica
        and its representatives shall be permitted to contact, negotiate with and
        provide information to (subject to a confidentiality agreement), the third
        parties previously identified by GoAmerica to Hands On who have contacted
        GoAmerica since July 6, 2005 for the purpose of exploring possible business
        arrangements, provided that GoAmerica will apprise and involve in good faith
        Ronald Obray. Hands On and its representatives shall be permitted to contact,
        negotiate with and provide information to (subject to a confidentiality
        agreement), third parties (other than those referred to in the immediately
        preceding sentence) solely in connection with raising funds pursuant to
        Securities Transactions in accordance with the terms of this Waiver and
        Supplemental Agreement. Hands On will keep GoAmerica apprised of these
        discussions and all material terms.
 
 3.0  Capital
        Expenditures .
        GoAmerica will continue loaning funds to Hands On (up to an additional $650,000)
        solely for capital expenditures on the terms set forth in the Short Term
        Loan
        Agreement previously entered into by the parties provided
        that upon
        execution of this Waiver and Supplemental Agreement, (a) GoAmerica shall
        issue
        approximately $100,000 in payments to various Hands On creditors or vendors
        specified by Hands On on or about the date of execution of this Waiver and
        Supplemental Agreement, and (b) any future capital expenditure for which
        Hands
        On seeks funds under the Short Term Loan Agreement is discussed with GoAmerica
        in advance of making any commitment, and GoAmerica agrees that the proposed
        capital expenditure is consistent with the Business Plan being developed
        jointly
        by GoAmerica and Hands On, which agreement shall not be unreasonably withheld.
        GoAmerica reserves the right to pay the vendors directly for these capital
        expenditures.
 
 4.0  GoAmerica
        and Hands On Financial Information .
        GoAmerica agrees to provide Hands On, and Hands On agrees to provide GoAmerica
        with the following information promptly after such information becomes
        available:
 
 ·
              the
                  consolidated financial statements of the other party as of and
                  for the
                  nine months ended September 30, 2005;
  ·
              to
                  the extent available, a P&L breakdown for the various business units
                  of each party;
  ·
              minutes
                  of all board meetings, and all board resolutions or written consents,
                  which have not been provided to the other party;
                  and
  ·
              a
                  copy of any agreement either party has with AOL regarding such
                  party’s new
                  IM service, which has not been provided to the other party.
 
 Notwithstanding
        the foregoing, nothing herein shall limit or alter the parties' rights and
        obligationspursuant to Section 6.5 of the Merger Agreement.
 
 5.0  Closing
        of the Merger .
        The
        parties agree to use their best efforts to close the Merger as soon as possible
        (and in any event prior to January 31, 2006). Hands On and the Obrays agree
        that
        upon satisfaction of the conditions precedent to the Merger described in
        the
        Merger Agreement, they will consummate the Merger regardless of whether or
        not
        their fundraising efforts permitted by this Waiver and Supplement have been
        successful.
 
 6.0  Governing
        Law . This
        Waiver and Supplemental Agreement shall be governed by and construed in
        accordance with the internal laws of Delaware.
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 IN
        WITNESS WHEREOF the parties have signed this Waiver and Supplemental Agreement
        as of the date first above written.
 HANDS
                  ON VIDEO RELAY SERVICES, INC.By:
                /s/ Ronald
                  ObrayHANDS ON SIGN LANGUAGE
                  SERVICES,
                  INC.By:
                /s/
                  Ronald Obray/s/
                  Ronald ObrayRonald
                  Obray/s/ Denise ObrayDenise
                  ObrayGOAMERICA, INC.By:
                /s/
                  Daniel R. LuisDaniel
                  R. LuisChief Executive Officer
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