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                                                                   EXHIBIT 10.11

                        GOAMERICA COMMUNICATIONS CORP.
                            1999 STOCK OPTION PLAN


Section 1.  Purpose
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     The purpose of this GoAmerica Communications Corp. 1999 Stock Option Plan
(the "Plan") is to provide to Employees and Consultants of GoAmerica
Communications Corp., a Delaware Corporation (the "Corporation") and its
Subsidiaries, who are in a position to contribute materially to the long-term
success of the Corporation, with options to acquire Stock of the Corporation.
The Corporation believes that this incentive program will cause those persons to
increase their interest in the Corporation's welfare, and aid in attracting and
retaining Employees and Consultants of outstanding ability.

Section 2.  Definitions
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     Unless the context clearly indicates otherwise, the following terms, when
used in the Plan, shall have the meanings set forth in this Section:

     (1)  "Board" shall mean the Board of Directors of the Corporation.

     (2)  A "Change in Control" shall be deemed to have occurred:

          (1)  if any person (as defined in Section 3(a)(9) and 13(d)(3) of the
     Exchange Act), other than the Corporation or an employee benefit plan of
     the Corporation, acquires directly or indirectly the beneficial ownership
     of any voting security of the Corporation and immediately after such
     acquisition such person is, directly or indirectly, the beneficial owner of
     voting securities representing 50% or more of the total voting power of any
     class of voting securities of the Corporation then outstanding;

          (2)  upon consummation of any transaction described in Section 8,
     other than any such transaction which results in at least 60% of the total
     voting power represented by each of the voting securities of the
     Corporation (or, if the Corporation does not survive, the surviving entity)
     outstanding immediately after such transaction being beneficially owned by
     at least 80% of the holders of each class of outstanding voting securities
     of the Corporation immediately prior to the transaction, with the voting
     power of each such continuing holder relative to other such continuing
     holders are not substantially altered in the transaction;

          (3)  upon a complete liquidation of the Corporation or the sale or
     disposition by the Corporation of all or a substantial portion of the
     Corporation's assets (i.e., 50% or more of the total assets of the
     Corporation); or
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          (4)  if the individuals (A) who constitute the Board as of the date
     the Plan is adopted by the Board (the "Original Directors") or (B) who
     thereafter are elected to the Board and whose election, or nomination for
     election, to the Board was approved by a vote of at least two-thirds (2/3)
     of the Original Directors then still in office (such directors becoming
     "Additional Original Directors" immediately following their election) or
     (C) who are elected to the Board and whose election, or nomination for
     election, to the Board was approved by a vote of at least two-thirds (2/3)
     of the Original Directors and Additional Original Directors then still in
     office (such directors also becoming "Additional Original Directors"
     immediately following their election), cease for any reason to constitute a
     majority of the members of the Board.

For purposes of the foregoing, the terms "beneficial ownership", "beneficial
owner", and "beneficially owned" shall be determined in accordance with Rule
13d-3 promulgated pursuant to the Exchange Act.

     (3)  "Code" shall mean the Internal Revenue Code of 1986 as it may be
amended from time to time.

     (4)  "Committee" means the Compensation and Stock Option Committee of the
Board, or such other Board committee as may be designated by the Board to
administer the Plan.

     (5)  "Consultant" shall mean (i) any person who is engaged to perform
services for the Corporation or its Subsidiaries, other than as an Employee or
Director, or (ii) any person who has agreed to become a consultant within the
meaning of clause (i).

     (6)  "Corporation" shall mean GoAmerica Communications Corp., a Delaware
corporation.

     (7)  "Director" shall mean any member of the Board.

     (8)  "Employee" shall mean (i) any full-time employee of the Corporation or
its Subsidiaries (including Directors who are otherwise employed on a full-time
basis by the Corporation or its Subsidiaries), or (ii) any person who has agreed
to become an employee within the meaning of clause (i).

     (9)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as it
may be amended from time to time.

     (10) "Fair Market Value" means, with respect to Stock, the Fair Market
Value thereof determined by such methods or procedures as shall be established
from time to time by the Committee, provided, however, that (i) if the Stock is
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listed on a national securities exchange or quoted in an interdealer quotation
system, the Fair Market Value of the Stock on a given date shall be based upon
the last sales price or, if unavailable, the average of the closing bid and
asked prices per share of the Stock on such date (or, if there was no trading or
quotation in the Stock on such date,

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on the next preceding date on which there was trading or quotation) as reported
in The Wall Street Journal (or other reporting service approved by the
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Committee).

     (11) "Grantee" shall mean a person granted an Option under the Plan.

     (12) "ISO" shall mean an Option granted pursuant to the Plan to purchase
shares of the Stock and intended to qualify as an incentive stock option under
Section 422 of the Code, as now or hereafter constituted.

     (13) "NQSO" shall mean an Option granted pursuant to the Plan to purchase
shares of the Stock that is not an ISO.

     (14) "Options" shall refer collectively to NQSOs and ISOs issued under and
subject to the Plan.

     (15) "Plan" shall mean this 1999 Stock Option Plan as set forth herein and
as amended from time to time.

     (16) "Stock" shall mean Common Stock of the Corporation, par value $.01 per
share.

     (17) "Stock Option Agreement" shall mean a written agreement between the
Corporation and the Grantee, or a certificate accepted by the Grantee,
evidencing the grant of an Option hereunder and containing such terms and
conditions, not inconsistent with the Plan, as the Committee shall approve.

     (18) "Subsidiary" shall mean (i) any corporation with respect to which the
Corporation owns, directly or indirectly, 50% or more of the total combined
voting power of all classes of stock of such corporation, or (ii) any entity
which the Committee reasonably expects to become a subsidiary within the meaning
of clause (i).

Section 3.  Shares of Stock Subject to the Plan
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     Subject to adjustment as provided in Section 8, the total number of shares
of Stock that may be issued pursuant to Options granted under the Plan shall not
exceed 239,500 shares.  Any shares of Stock delivered pursuant to an Option may
consist, in whole or in part, of authorized and unissued shares or treasury
shares.  Stock subject to Options that are forfeited, lapse or terminate in
whole or in part for any reason (other than by reason of Option exercise) shall
be available for issuance pursuant to other Options.

Section 4.  Administration of the Plan
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     (1)  The Plan shall be administered by the Committee. Subject to the
express provisions of the Plan, the Committee shall have the authority to: (i)
interpret the Plan, (ii) prescribe, amend and rescind rules and regulations
relating to the Plan, (iii) determine the terms and provisions of Stock

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Option Agreements thereunder and (iv) make all other determinations necessary or
advisable for the administration of the Plan.

     (2)  Any controversy or claim arising out of or related to the Plan or the
Options granted thereunder shall be determined unilaterally by, and at the sole
discretion of, the Committee.  Any action of the Committee with respect to the
Plan shall be final, conclusive and binding on all persons, including the
Corporation, subsidiaries of the Corporation, Grantees, any person claiming any
rights under the Plan from or through any Grantee, and stockholders of the
Corporation or any Subsidiary.  The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall not be construed
as limiting any power or authority of the Committee.  The Committee may delegate
to officers or managers of the Corporation or any Subsidiary the authority,
subject to such terms as the Committee shall determine, to perform such
functions as the Committee may determine, to the extent permitted under
applicable law.  Other provisions of the Plan notwithstanding, the Board may
perform any function of the Committee under the Plan.  In any case in which the
Board is performing a function of the Committee under the Plan, each reference
to the Committee herein shall be deemed to refer to the Board.

Section 5.  Grant of Options to Employees and Consultants
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     (1)  Employees and Consultants of the Corporation and its Subsidiaries
shall be eligible to receive Options under the Plan. The Committee shall
determine and designate from time to time the Employees or Consultants who are
to be granted Options, and shall specify in each Stock Option Agreement the
nature of the Option granted and the number of shares of Stock subject to each
such Option.

     (2)  The Committee shall determine whether any Option granted shall be an
ISO or NQSO. Notwithstanding the foregoing, Grantees who are not Employees
(determined with reference to Section 2(h)(i) only) of the Corporation or a
Subsidiary (determined with reference to Section 2(r)(i) only) on the date an
Option is granted shall only receive NQSOs.

     (3)  The exercise price per share of Stock subject to an Option in the case
of an ISO shall not be less than 100% of the Fair Market Value of the Stock on
the date such Option is granted, or in the case of an ISO granted to an
individual described in Section 422(b)(6) of the Code, 110% of the Fair Market
Value of a share of the Stock on the date the Option is granted, and in the case
of a NQSO shall be the price determined by the Committee.

     (4)  The term of each Option granted to an Employee or Consultant shall be
determined by the Committee and specified in a Stock Option Agreement, provided
that no Option shall be exercisable more than ten years from the date such
Option is granted.

     (5)  The aggregate fair market value (for this purpose, determined in
accordance with Section 422(d)(3) of the Code at the time the ISO is granted) of
the Stock with respect to which ISOs are exercisable for the first time by any
Employee during any calendar year under all plans of the Corporation and its
Subsidiaries shall not exceed $100,000.  To the extent the limitation set forth
in

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the preceding sentence is exceeded, the Options with respect to such excess
shall be treated as NQSOs.

     (6)  The Committee shall determine whether any Option granted to an
Employee or Consultant shall become vested and exercisable in one or more
installments and specify the installment dates in the Stock Option Agreement.
The Committee shall also specify in the Stock Option Agreement such other
provisions, not inconsistent with the terms of the Plan, as it may deem
desirable, including such provisions as it may deem necessary to qualify an ISO
under the provisions of Section 422 of the Code. Unless otherwise determined by
the Committee, each Option shall become vested and exercisable in three equal
installments on each of the second, third and fourth anniversaries of the date
such Option is granted; provided, however, that in the event of the death of a
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Grantee prior to full vesting hereunder, each Option granted to any such Grantee
shall become immediately vested and exercisable upon the date of such Grantee's
death; and provided, further, that each Option not vested and exercisable on the
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date of the consummation of a Change in Control shall become immediately vested
and exercisable to all Grantees under the Plan immediately prior to the Change
in Control.

     (g)  Each Option granted under the Plan shall constitute an option to
purchase one share of Stock.

     (h)  The Committee may, at any time, grant new or additional Options to any
eligible Employee or Consultant who has previously received Options under the
Plan, or options under other plans, whether such prior Options or other options
are still outstanding, have been exercised previously in whole or in part, or
have been canceled.  The exercise price of such new or additional Options may be
established by the Committee, subject to Section 5(c) hereof, without regard to
such previously granted Options or other options.

Section 6.  Exercise of Options; Cancellation for Cash
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     (1)  A Grantee shall exercise an Option by delivery of written notice of
the Corporation setting forth the number of shares with respect to which the
Option is to be exercised. On the exercise date, the Grantee shall deliver to
the Corporation the exercise price (in cash, certified check, bank draft postal
or express money order payable to the order of the Corporation, or by wire
transfer, for an amount equal to the Option price of such shares plus any income
tax required to be withheld). The Committee may, in its sole discretion, permit
a Grantee to pay all or a portion of the exercise price by delivery of Stock or
other property (including notes or other contractual obligations of the Grantee
to make payment on a deferred basis, such as through "cashless exercise"
arrangements, to the extent permitted by applicable law), and the methods by
which Stock will be delivered or deemed to be delivered to the Grantee.

     (2)  Except as provided pursuant to Section 7(a), no Option granted to an
Employee or Consultant shall be exercised unless at the time of such exercise
the Grantee is then an Employee (determined with reference to Section 2(h)(i)
only) or Consultant (determined with reference to

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Section 2(e)(i) only) of the Corporation or a Subsidiary (determined with
reference to Section 2(q)(i) only).

Section 7.  Termination of Employment
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     (1)  Unless otherwise determined by the Committee, upon termination of a
Grantee's employment or consultancy with the Corporation and its Subsidiaries, a
Grantee's Options shall terminate as follows: (i) if such termination is on
account of permanent and total disability (as determined by the Committee), such
Options shall terminate one year thereafter; (ii) if such termination is on
account of death, such Options shall terminate six months thereafter; (iii) if
such termination is for cause (as determined by the Committee), such Options
shall terminate immediately; and (iv) if such termination is for any other
reason, such Options shall terminate 90 days thereafter.  In addition, all
Options granted on the basis of clause (ii) of Section 2(e), (h) or (r) shall
immediately terminate if the Committee determines, in its sole discretion, that
the Consultant, Employee or Subsidiary, as the case may be, will not become a
Consultant, Employee or Subsidiary within the meaning of clause (i) of such
Sections.

     (2)  The sale of any Subsidiary shall be treated as a termination of
employment or consultancy, as the case may be, under Section 7(a)(iv) with
respect to any Grantee employed or retained by such Subsidiary.

     (3)  Pursuant to Section 7(a)(ii), in the event of death, Options may be
exercised by a Grantee's legal representative.

     (4)  During any period described in Section 7(a) following the Grantee's
termination of employment or consultancy but prior to termination of the Option,
unless otherwise determined by the Committee, the Option shall be exercisable
only to the extent that it was exercisable upon such termination of employment
or consultancy.

Section 8.  Adjustment Upon Changes in Capitalization
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     In the event of any recapitalization, forward or reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase, or
exchange of Stock or other securities, Stock dividend or other special, large
and nonrecurring dividend or distribution (whether in the form of cash,
securities or other property), liquidation, dissolution, or other similar
corporate transaction or event, affects the Stock such that an adjustment is
appropriate in order to prevent dilution or enlargement of the rights of
Grantees under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and kind of shares of Stock
deemed to be available thereafter for grants of Options under Section 3, (ii)
the number and kind of shares of Stock that may be delivered or deliverable in
respect of outstanding Options, (iii) the number of shares with respect to which
Options may be granted to a given Grantee in the specified period as set forth
in Section 5(a), and (iv) the exercise price (or, if deemed appropriate, the
Committee may make provision for a cash payment with respect to any outstanding
Option).  In addition, the Committee is authorized to make adjustments in the
terms and conditions of, and the criteria included in,

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Options (including, without limitation, cancellation of Options in exchange for
the in-the-money value, if any, of the vested portion thereof, or substitution
of Options using stock of a successor or other entity) in recognition or unusual
or nonrecurring events (including, without limitation, events described in the
preceding sentence and events constituting a Change in Control) affecting the
Corporation or any Subsidiary or the financial statements of the Corporation or
any Subsidiary, or in response to changes in applicable laws, regulations, or
accounting principles.

Section 9.  Restrictions on Issuing Shares
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     The Corporation shall not be obligated to deliver Stock upon the exercise
or settlement of any Option or take any other action under the Plan until the
Corporation shall have determined that applicable federal and state laws, rules,
and regulations have been complied with and such approvals of any regulatory or
governmental agency have been obtained and contractual obligations to which the
Option may be subject have been satisfied.  The Corporation, in its discretion,
may postpone the issuance or delivery of Stock under any Option until completion
of such stock exchange listing or registration or qualification of such Stock or
other required action under any federal or state law, rule, or regulation as the
Corporation may consider appropriate, and may require any Grantee to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of Stock under the Plan.  The
Corporation may cause a legend or legends to be placed on any certificates
representing shares issued pursuant to the Plan.

Section 10. Tax Withholding
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     The Corporation shall have the right to require that the Grantee make such
provision, or furnish the Corporation such authorization, necessary or desirable
so that the Corporation may satisfy its obligation, under applicable laws, to
withhold or otherwise pay for income or other taxes of the Grantee attributable
to the grant or exercise of Options granted under the Plan or the sale of Stock
issued with respect to Options.  This authority shall include authority to
withhold or receive Stock or other property and to make cash payments in respect
thereof in satisfaction of a Grantee's tax obligations.

Section 11. Transferability
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     Options will not be transferable by a Grantee except by will or the laws of
descent and distribution or to a beneficiary in the event of the Grantee's
death, shall not be pledged, mortgaged, hypothecated or otherwise encumbered, or
otherwise subject to the claims of creditors, and, in the case of ISOs, shall be
exercisable during the lifetime of a Grantee only by such Grantee or his
guardian or legal representative; provided, however, that NQSOs may be
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transferred to one or more transferees during the lifetime of the Grantee to the
extent and on such terms as then may be permitted by the Committee.

Section 12. General Provisions
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     (1)  Each Option shall be evidenced by a Stock Option Agreement. The terms
and

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provisions of such Stock Option Agreements may vary among Grantees and among
different Options granted to the same Grantee.

     (2)  The grant of an Option in any year shall not give the Grantee any
right to similar grants in future years, any right to continue such Grantee's
employment relationship with the Corporation or its Subsidiaries, or, until such
Option is exercised and share certificates are issued, any rights as a
Stockholder of the Corporation. All Grantees shall remain subject to discharge
to the same extent as if the Plan were not in effect.

     (3)  No Grantee, and no beneficiary or other persons claiming under or
through the Grantee shall have any right, title or interest by reason of any
Option to any particular assets of the Corporation or its Subsidiaries, or any
shares of Stock allocated or reserved for the purposes of the Plan or subject to
any Option except as set forth herein. The Corporation shall not be required to
establish any fund or make any other segregation of assets to assure the payment
of any Option.

     (4)  The issuance of shares of Stock to Grantees or to their legal
representatives shall be subject to any applicable taxes and other laws or
regulations of the United States or of any state having jurisdiction thereof.

Section 13. Changes to the Plan and Stock Option Agreements
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     The Board may amend, alter, suspend, discontinue or terminate the Plan or
the Committee's authority to grant Options under the Plan at any time; provided,
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however, that without the consent of an affected Grantee, no such action may
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materially impair the rights of such Grantee under any Option theretofore
granted to him, and, provided, further, however, that any stockholder approval
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necessary in order to comply with Section 422 of the Code (or other applicable
law, regulation or listing requirement) shall be obtained in the manner required
therein.

Section 14. Effective Date of Plan
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     The Plan is effective upon its approval by the Board, subject to the
approval of the Plan by the Corporation's stockholders either before or after
such effective date, and shall continue in effect until terminated by the Board.
No ISO may be granted more than ten years after such date.

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