Exhibit 10.6

                                                               Execution Version

                            INVESTOR RIGHTS AGREEMENT

                                 GOAMERICA, INC.

                           Dated as of August 1, 2007

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                                TABLE OF CONTENTS

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1.   DEMAND REGISTRATIONS......................................................1
     1.1.      Requests for Registration.......................................1
     1.2.      Demand Notice...................................................2
     1.3.      Demand Registration Expenses....................................2
     1.4.      Short-Form Registrations........................................2
     1.5.      Priority on Demand Registrations................................3
     1.6.      Restrictions on Demand Registrations............................3
     1.7.      Selection of Underwriters.......................................3
     1.8.      Other Registration Rights.......................................3

2.   PIGGYBACK REGISTRATIONS...................................................4
     2.1.      Right to Piggyback..............................................4
     2.2.      Piggyback Expenses..............................................4
     2.3.      Priority on Primary Registrations...............................4
     2.4.      Priority on Secondary Registrations.............................4

3.   REGISTRATION GENERALLY....................................................5
     3.1.      Registration Procedures.........................................5
     3.2.      Registration Expenses...........................................9
     3.3.      Participation in Underwritten Offerings........................10
     3.4.      Holdback Agreements............................................10
               3.4.1.    Securityholder Holdback..............................10
               3.4.2.    Company Holdback.....................................11
     3.5.      Current Public Information.....................................11

4.   REGISTRATION INDEMNIFICATION.............................................12
     4.1.      Indemnification by the Company.................................12
     4.2.      Indemnification by Holders of Registrable Securities...........12
     4.3.      Procedure......................................................13
     4.4.      Entry of Judgment; Settlement..................................13
     4.5.      Contribution...................................................13
     4.6.      Other Rights...................................................14

5.   TRANSFER RESTRICTiONS....................................................14
     5.1.      General Transfer Restrictions..................................14
     5.2.      Restrictions on Transfer.......................................15
               5.2.1.    Private Transfers....................................15
               5.2.2.    Public Transfers.....................................15

6.   PREEMPTIVE RIGHTS........................................................15
     6.1.      Offering.......................................................15
     6.2.      Expiration of Subscription Period..............................16
     6.3.      New Securities.................................................16


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7.   DEFINITIONS..............................................................17

8.   MISCELLANEOUS............................................................20
     8.1.      No Inconsistent Agreements.....................................20
     8.2.      Remedies.......................................................20
     8.3.      Amendment and Waiver...........................................20
     8.4.      Successors and Assigns; Transferees............................20
     8.5.      Severability...................................................21
     8.6.      Counterparts...................................................21
     8.7.      Descriptive Headings...........................................21
     8.8.      Notices........................................................21
     8.9.      Delivery by Facsimile..........................................22
     8.10.     Governing Law..................................................22
     8.11.     Jurisdiction.  Submission to Jurisdiction; Waivers.............22
     8.12.     Waiver of Jury Trial...........................................22
     8.13.     Termination....................................................22


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                            INVESTOR RIGHTS AGREEMENT

      This Investor Rights Agreement (this  "Agreement") is made as of August 1,
2007 (the "Effective Date") by and among:

      (i)   GoAmerica,   Inc.,  a  Delaware   corporation   (together  with  its
            successors and permitted assigns, the "Company");

      (ii)  Each of the shareholders of the Company listed on Schedule A to this
            Agreement (each a "Sponsor" and, collectively the "Sponsors"); and

      (iii) such other  Persons,  if any, that from time to time become  parties
            hereto pursuant to Section 8.4 hereof  (collectively,  together with
            the Sponsors, the "Shareholders").

                                    RECITALS

      WHEREAS,  the Company and the Sponsors  are parties to the Stock  Purchase
Agreement of even date herewith  (the "Initial  Stock  Purchase  Agreement")  in
which the Company has agreed to sell to the Sponsors  290,135 shares of Series A
Preferred Stock of the Company, par value $.01 per share.

      WHEREAS,  the Company and the Sponsors  are parties to the Stock  Purchase
Agreement of even date herewith (the "Acquisition Stock Purchase Agreement" and,
collectively  with the Initial Stock Purchase  Agreement,  the "Clearlake  Stock
Purchase  Agreements")  in which the Company has agreed to sell to the Sponsors,
subject to the happening of the conditions  specified  therein,  up to 6,479,691
additional shares of Series A Preferred Stock of the Company.

      WHEREAS,  the  parties  hereto  desire  for the  Company  to  provide  the
registration  rights set out in this Agreement.  Unless  otherwise noted in this
Agreement,  capitalized  terms used herein  shall have the meanings set forth in
Section 7.

AGREEMENT

      NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

1.    DEMAND REGISTRATIONS.

      1.1.  Requests  for  Registration.  At any time a Sponsor may initiate the
registration  of  Common  Stock  to be  sold in a  Public  Offering  (a  "Demand
Registration"). Subject to the other provisions of this Section 1, a Sponsor may
initiate (on behalf of itself and any of its Affiliate) three (3)  registrations
of all or part of their  Registrable  Securities  on Form S-1 or any  similar or
successor  long-form  registration  ("Long-Form  Registrations"),  and,  if  the
Company is eligible to utilize a registration  statement on Form S-3 for resales
by selling  stockholders,  an unlimited (but no more than two such registrations
in any twelve  month  period)  number of  registrations  of all or part of their
Registrable  Securities  on Form  S-3 or any  similar  or  successor  short-form
registration  ("Short-Form  Registrations");  provided  in each  case  that  the
aggregate  gross offering price of the  Registrable  Securities  requested to be
registered in any Long Form Registration


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pursuant to this Section must equal the greater of (a)  $5,000,000 or (b) all of
the  Common  Stock  and  Conversion  Shares  then held by such  Sponsor  and its
Affiliates);  and provided, further, that the Company shall have no liability to
any Shareholder  with respect to any conditions that the Securities and Exchange
Commission  may impose  with  respect to any such  registration,  including  any
conditions  that the  Securities  and  Exchange  Commission  may impose upon the
utilization of Rule 415 in connection with any such registration.

      1.2. Demand Notice. All requests for Demand Registrations shall be made by
giving  written  notice to the Company (a "Demand  Notice").  Each Demand Notice
shall specify the approximate number of Registrable  Securities  requested to be
registered.  Within ten (10) days after receipt of any such Demand  Notice,  the
Company will give written  notice of such  requested  registration  to all other
holders of  Registrable  Securities  and,  subject to Section 1.5,  will use its
commercially  reasonable  efforts to include  in such  registration  (and in all
related  registrations and  qualifications  under blue sky laws or in compliance
with  other  registration  requirements  and in any  related  underwriting)  all
Registrable  Securities  with respect to which the Company has received  written
requests  for  inclusion  therein  within  15 days  after  the  delivery  of the
Company's notice.

      1.3. Demand Registration  Expenses.  The Company will pay all Registration
Expenses in connection with any registration initiated as a Demand Registration,
whether or not it has become effective.

      1.4.  Short-Form  Registrations.  Subject to the  qualifications set forth
herein  and  subject  to  any  limitations  that  the  Securities  and  Exchange
Commission may impose, (i) Demand Registrations will be Short-Form Registrations
whenever the Company is permitted to use any applicable  short-form  (unless the
managing underwriter(s) of such offering requests the Company to use a Long-Form
Registration in order to sell all of the Registrable  Securities requested to be
sold) and (ii) the  Sponsors  may, in  connection  with any Demand  Registration
requested by such holders that is a Short-Form Registration, require the Company
to use its commercially  reasonable efforts to file such Short-Form Registration
with the Securities and Exchange  Commission in accordance  with and pursuant to
Rule 415  under  the  Securities  Act (or any  successor  rule  then in  effect)
including,  if the Company is then eligible,  as an automatic shelf registration
statement  (any  such   Short-Form   Registration,   a  "Shelf   Registration").
Notwithstanding  anything in this  Agreement to the contrary,  if the Securities
and  Exchange  Commission  refuses to  declare a  registration  statement  filed
pursuant to this Agreement  effective as a valid  secondary  offering under Rule
415 due to the number of Registrable  Securities  included in such  registration
statement  relative to the number of shares of Common Stock  outstanding  or the
number of outstanding  shares of Common Stock held by  non-affiliates or for any
other reason,  then,  without any liability  under this Agreement or any further
obligation to register such excess Registrable Securities,  the Company shall be
permitted  to reduce  the  number of  Registrable  Securities  included  in such
registration  statement  to an amount  that does not  exceed an amount  that the
Securities and Exchange Commission allows for the offering thereunder to qualify
as a valid  secondary  offering  under Rule 415. The Company shall not be liable
for damages under this Agreement as to any Registrable  Securities which are not
permitted  by  the  Securities  and  Exchange  Commission  to be  included  in a
registration  statement  due to  Securities  and  Exchange  Commission  guidance
relating to Rule 415.


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      1.5.  Priority on Demand  Registrations.  The Company shall not include in
any Demand  Registration  any securities  which are not  Registrable  Securities
without the prior receipt of Majority Sponsor Approval. If a Demand Registration
is an underwritten offering and the managing  underwriter(s) advises the Company
that in its  opinion the number of  Registrable  Securities  and,  if  permitted
hereunder,  other securities,  requested to be included in such offering exceeds
the number of Registrable Securities and other securities,  if any, which can be
sold therein without adversely affecting the marketability of the offering, then
the Company  shall include in such  registration,  (a) prior to the inclusion of
any securities  that are not Registrable  Securities,  the number of Registrable
Securities  requested to be included in such  offering  that,  in the opinion of
such  managing  underwriter,   can  be  sold  without  adversely  affecting  the
marketability of the offering, pro rata (based on the number of shares requested
to be registered)  among the respective  holders  thereof,  provided that if the
number of securities that are  Registrable  Securities that are included in such
offering  are less than 75% of the  number of  securities  that are  Registrable
Securities  requested to be included in such  offering,  such offering shall not
count  for  purposes  of  calculating  the  number  of  Long-Form  Registrations
initiated  by a  Majority  Sponsor,  and (b) only then  securities  that are not
Registrable  Securities,  if the managing  underwriter(s)  has advised that such
securities may be included.

      1.6.  Restrictions  on  Demand  Registrations.  The  Company  will  not be
obligated to effect any Demand  Registration within 90 days after the closing of
a  Public  Offering  (other  than on Form S-4 or Form  S-8 or any  successor  or
similar form, but including the closing of an underwritten distribution pursuant
to a Shelf Registration), except that if such Public Offering is an underwritten
offering and the managing  underwriter of such Public Offering determines that a
longer period,  not to exceed 180 days, is reasonably  necessary in its opinion,
then such  restricted  period shall  continue for the period  designated  by the
managing underwriter, provided that such period shall not extend beyond 180 days
after the closing of such Public Offering. The Company may postpone for up to 45
days  (from  the date of the  request)  the  filing  or the  effectiveness  of a
registration  statement for a Demand  Registration if and so long as the Company
determines that such Demand Registration would reasonably be expected to have an
adverse effect on any proposal or plan by the Company or any of the Subsidiaries
to  engage in any  acquisition  or  disposition  of  assets  (other  than in the
ordinary  course  of  business)  or any  merger,  consolidation,  tender  offer,
registration or issuance of securities, financing or other material transaction.
The Company may not  postpone a Demand  Registration  more than two (2) times in
any twelve-month period.

      1.7.  Selection of Underwriters.  The Sponsor(s) selling a majority of the
Registrable  Securities to be sold by all Sponsors in a Demand Registration will
have the right to select the  underwriter  or  underwriters  to  administer  the
offering,  provided that such  selection  will be subject to the approval of the
board of directors  of the Company (the  "Board"),  which  approval  will not be
unreasonably withheld.

      1.8. Other  Registration  Rights. The Company represents and warrants that
it is not a party to, or  otherwise  subject  to, any other  agreement  granting
registration rights to any other Person with respect to any equity securities of
the Company,  other than this  Agreement.  Except as provided in this Agreement,
the  Company  shall not grant to any Person the right to request  the Company to
register any equity securities of the Company, or any securities  convertible or
exchangeable  into or exercisable for such securities,  without Majority Sponsor
Approval


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approving the grant of registration  rights for such  securities;  provided that
without such approval, subject to Section 6, (a) the Company may grant rights to
other Persons to participate in Demand Registrations and Piggyback Registrations
so  long as  such  rights  are  subordinate  to the  rights  of the  holders  of
Registrable  Securities with respect to such Demand  Registrations and Piggyback
Registrations;  and (b) the Company may grant rights to other Persons to request
registrations  so long as the holders of Registrable  Securities are entitled to
participate in any such registrations with such Persons pro rata on the basis of
the number of Common Stock owned by each such holder.

2.    PIGGYBACK REGISTRATIONS.

      2.1. Right to Piggyback.  Whenever the Company proposes to register any of
its equity  securities  under the  Securities  Act (other than (a) pursuant to a
Demand Registration, (b) in connection with registration on Form S-4 or Form S-8
or any successor or similar form or (c) in connection  with the  registration of
shares  on Form  S-3 with  respect  to a  dividend  reinvestment  plan)  and the
registration  form to be used may be used for the  registration  of  Registrable
Securities (a "Piggyback  Registration"),  the Company will give prompt  written
notice to all holders of Registrable  Securities of its intention to effect such
a registration  and, subject to Sections 2.3 and 2.4 below, will include in such
registration  all  Registrable  Securities with respect to which the Company has
received  written  requests  for  inclusion  therein  within  15 days  after the
delivery of the  Company's  notice.  Each such Company  notice shall specify the
approximate  number  of  Company  equity  securities  to be  registered  and the
anticipated per share price range for such offering.

      2.2. Piggyback Expenses. The Company will pay all Registration Expenses in
connection   with  all  Piggyback   Registrations,   whether  or  not  any  such
registration becomes effective.

      2.3. Priority on Primary Registrations.  If a Piggyback Registration is an
underwritten  primary  registration  on behalf of the Company  and the  managing
underwriter(s)  advises the Company that in its opinion the number of securities
requested  to be included in such  registration  exceeds the number which can be
sold in such offering  without  adversely  affecting the  marketability  of such
offering,  the  Company  will  include  in such  registration:  (a)  first,  the
securities the Company proposes to sell, (b) second, the Registrable  Securities
requested to be included in such registration,  pro rata (based on the number of
shares  requested  to be  registered)  among  the  holders  of such  Registrable
Securities,  and (c) third, the other securities requested to be included in the
such registration in the manner determined by the Company and such shareholders.

      2.4. Priority on Secondary  Registrations.  If a Piggyback Registration is
an  underwritten   secondary  registration  on  behalf  of  holders  of  Company
securities (other than the holders of Registrable Securities),  and the managing
underwriter(s)  advises the Company that in its opinion the number of securities
requested  to be included in such  registration  exceeds the number which can be
sold in such  offering  without  adversely  affecting the  marketability  of the
offering,  the  Company  will  include  in such  registration:  (a)  first,  the
securities   requested  to  be  included  therein  by  the  holders   requesting
registration,  (b) second, securities requested by the Company to be included in
such registration,  and (c) third,  Registrable  Securities and other securities


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requested  to be  included in such  registration,  pro rata among the holders of
such Registrable  Securities and the holders of such other securities  permitted
to have  their  securities  included  in such  registration  on the basis of the
number of shares owned by each such holder.

3.    REGISTRATION GENERALLY.

      3.1.  Registration   Procedures.   Whenever  the  holders  of  Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this  Agreement,  the  Company  will  use its  best  efforts  to  effect  the
registration and the sale of such Registrable  Securities in accordance with the
intended method of disposition  thereof and pursuant thereto the Company will as
expeditiously as reasonably practicable:

                  (a)  prepare  and  (within 60 days after the end of the period
            within which  requests for  inclusion  in such  registration  may be
            given  to  the  Company)  file  with  the  Securities  and  Exchange
            Commission a registration statement with respect to such Registrable
            Securities  and thereafter use  commercially  reasonable  efforts to
            cause such registration statement to become effective (provided that
            before  filing  a  registration   statement  or  prospectus  or  any
            amendments  or  supplements  thereto,  the Company  will  furnish to
            counsel  selected by the Sponsors owning the Registrable  Securities
            to be  included  in any  Demand  Registration  copies  of  all  such
            documents  proposed to be filed,  which documents will be subject to
            review by such counsel);

                  (b)  prepare  and  file  with  the   Securities  and  Exchange
            Commission  such  amendments and  supplements  to such  registration
            statement and the prospectus used in connection  therewith as may be
            necessary (i) to keep such  registration  statement  effective for a
            period (A) of not less than 180 days (subject to extension  pursuant
            to Section 3.3(b)) or, if such registration  statement relates to an
            underwritten  offering,  such  longer  period as in the  opinion  of
            counsel for the  underwriters  a prospectus is required by law to be
            delivered in connection  with sales of Registrable  Securities by an
            underwriter or dealer,  or (B) in the case of a Shelf  Registration,
            ending  on the  earliest  of (I) the date on which  all  Registrable
            Securities have been sold pursuant to the Shelf Registration or have
            otherwise  ceased  to be  Registrable  Securities,  (II) the  second
            anniversary of the effective date of such Shelf Registration,  (III)
            such other date  determined  by the Majority  Sponsors and (IV) when
            all such  Registrable  Securities  are  freely  saleable  under Rule
            144(k)  under  the  Securities  Act,  and  (ii) to  comply  with the
            provisions of the Securities Act with respect to the  disposition of
            all securities  covered by such  registration  statement  until such
            time as all of such  securities  have been disposed of in accordance
            with the intended  methods of  disposition  by the seller or sellers
            thereof set forth in such registration statement;

                  (c) cause (i) any issuer  free  writing  prospectus  to comply
            with the information and legending  requirements under paragraph (c)
            of  Rule  433  and to be  accompanied  or  preceded  by a  statutory
            prospectus to the extent  required under Rule 433, and (ii) any free
            writing prospectus or issuer information contained in a free writing
            prospectus  required to be filed by the Company with


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            the Securities  and Exchange  Commission  under  paragraph (d) under
            Rule 433 to be so filed in accordance with such requirements;

                  (d)  furnish to each  seller of  Registrable  Securities  such
            number of copies of such registration statement,  each amendment and
            supplement  thereto,  in each case,  to the extent not  available on
            EDGAR,  the  prospectus  included  in  such  registration  statement
            (including   each   preliminary   prospectus),   each  free  writing
            prospectus used in connection with such registration, and such other
            documents  as  such  seller  may  reasonably  request  in  order  to
            facilitate the  disposition of the Registrable  Securities  owned by
            such  seller,  but in all  cases  only  if  such  documents  are not
            available on EDGAR;

                  (e)  use  its  best   efforts  to  register  or  qualify  such
            Registrable  Securities under such other securities or blue sky laws
            of such States as any seller reasonably  requests and do any and all
            other acts and things which may be reasonably necessary or advisable
            to  enable  such  seller  to  consummate  the  disposition  in  such
            jurisdictions  of the  Registrable  Securities  owned by such seller
            (provided  that the  Company  will not be  required  to (i)  qualify
            generally  to do  business  in any  jurisdiction  where it would not
            otherwise  be  required  to qualify  but for this  subsection,  (ii)
            subject  itself to taxation in respect of doing business in any such
            jurisdiction  or (iii) consent to general  service of process in any
            such jurisdiction);

                  (f)   promptly   notify  each   seller  of  such   Registrable
            Securities,  at any  time  when a  prospectus  relating  thereto  is
            required to be delivered  under the  Securities  Act, upon discovery
            that,  or upon the  discovery  of the  happening  of any  event as a
            result  of  which,  the  prospectus  included  in such  registration
            statement  contains an untrue  statement of a material fact or omits
            any fact necessary to make the statements  therein not misleading in
            the light of the  circumstances  under which they were made, and, at
            the request of any such seller, the Company will prepare and furnish
            to such  seller a  reasonable  number of copies of a  supplement  or
            amendment to such prospectus so that, as thereafter delivered to the
            prospective   purchasers  of  such  Registrable   Securities,   such
            prospectus  will not contain an untrue  statement of a material fact
            or omit to state any fact necessary to make the  statements  therein
            not  misleading in the light of the  circumstances  under which they
            were made;

                  (g) use best efforts to cause all such Registrable  Securities
            to be listed on each  securities  exchange or market system on which
            similar securities issued by the Company are then listed and, if not
            so listed, to be listed on the NASD automated  quotation system and,
            if listed on the NASD automated  quotation system,  use commercially
            reasonable  efforts to secure  designation  of all such  Registrable
            Securities  covered  by  such  registration   statement  as  a  "NMS
            Security" within the meaning of Rule 600(b)(46) of Regulation NMS of
            the Securities  and Exchange  Commission or, failing that, to secure
            NASDAQ authorization for such Registrable Securities;


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            (h) provide a transfer agent and registrar for all such  Registrable
      Securities  not  later  than  the  effective  date  of  such  registration
      statement;

            (i) enter into such  customary  agreements  (including  underwriting
      agreements  in  customary  form) and take all such  other  actions  as the
      Sponsors owning a majority of the Registrable Securities to be included in
      the registration or the underwriters,  if any, reasonably request in order
      to expedite or facilitate the disposition of such  Registrable  Securities
      (which might include effecting a share split or a combination of shares);

            (j) make  available  for  inspection  by any  seller of  Registrable
      Securities,  any underwriter  participating in any disposition pursuant to
      such  registration  statement and any attorney,  accountant or other agent
      retained  by any such  seller  or  underwriter,  all  financial  and other
      records,  pertinent corporate documents and properties of the Company, and
      cause  the  Company's  officers,  directors,   employees  and  independent
      accountants  to supply all  information  reasonably  requested by any such
      seller, underwriter, attorney, accountant or agent in connection with such
      registration  statement,  and to cooperate and  participate  as reasonably
      requested  by  any  such  seller  in  road  show  presentations,   in  the
      preparation of the registration  statement,  each amendment and supplement
      thereto,  the prospectus  included  therein,  and other activities as such
      seller may reasonably  request in order to facilitate  the  disposition of
      the Registrable Securities owned by such seller;

            (k) otherwise use commercially reasonable efforts to comply with all
      applicable   rules  and   regulations   of  the  Securities  and  Exchange
      Commission,  and  make  available  to its  security  holders,  as  soon as
      reasonably  practicable,  but not later than 18 months after the effective
      date of the registration  statement,  an earnings  statement  covering the
      period  of at least  twelve  months  beginning  with the  first day of the
      Company's  first full calendar  quarter  after the  effective  date of the
      registration  statement,   which  earnings  statement  shall  satisfy  the
      provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

            (l) in the event of the  issuance of any stop order  suspending  the
      effectiveness of a registration  statement,  or of any order suspending or
      preventing   the  use  of  any  related   prospectus  or  suspending   the
      qualification of any Securities  included in such  registration  statement
      for sale in any jurisdiction, the Company will use commercially reasonable
      efforts promptly to obtain the withdrawal of such order;

            (m) obtain one or more comfort letters,  dated the effective date of
      such  registration  statement  (and,  if  such  registration  includes  an
      underwritten  public  offering,  dated the date of the  closing  under the
      underwriting  agreement),  signed by the Company's independent  registered
      public  accounting  firm in the  then-current  customary form and covering
      such matters of the type customarily


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            covered  from time to time by comfort  letters  as the  holders of a
            majority  of  the  Registrable   Securities  being  sold  reasonably
            request;

                  (n) provide a legal opinion of the Company's  outside counsel,
            dated the effective  date of such  registration  statement  (and, if
            such registration  includes an underwritten  public offering,  dated
            the date of the  closing  under the  underwriting  agreement),  with
            respect to the registration statement, each amendment and supplement
            thereto,  the prospectus included therein (including the preliminary
            prospectus)  and  such  other  documents  relating  thereto  in  the
            then-current  customary  form and covering  such matters of the type
            customarily  covered  from  time to time by legal  opinions  of such
            nature (in a form reasonably acceptable to the holders of a majority
            of the Registrable Securities included in the registration);

                  (o)  cooperate  with the  sellers  of  Registrable  Securities
            covered by the registration  statement and the managing  underwriter
            or agent, if any, to facilitate the timely  preparation and delivery
            of certificates (not bearing any restrictive  legends)  representing
            securities to be sold under the registration  statement,  and enable
            such securities to be in such  denominations  and registered in such
            names as the managing  underwriter or agent, if any, or such holders
            may request;

                  (p) notify counsel for the sellers of  Registrable  Securities
            included in such registration statement and the managing underwriter
            or agent,  immediately,  and  confirm the notice in writing (i) when
            the registration statement,  or any post-effective  amendment to the
            registration   statement,   shall  have  become  effective,  or  any
            supplement to the prospectus or any amendment  prospectus shall have
            been filed,  (ii) of the receipt of any comments from the Securities
            and Exchange Commission,  (iii) of any request of the Securities and
            Exchange Commission to amend the registration  statement or amend or
            supplement the prospectus or for additional information, and (iv) of
            the issuance by the Securities  and Exchange  Commission of any stop
            order suspending the effectiveness of the registration  statement or
            of any order  preventing  or suspending  the use of any  preliminary
            prospectus,  or of  the  suspension  of  the  qualification  of  the
            registration statement for offering or sale in any jurisdiction,  or
            of the institution or threatening of any proceedings for any of such
            purposes;

                  (q) use its  reasonable  effort to prevent the issuance of any
            stop  order   suspending  the   effectiveness  of  the  registration
            statement or of any order  preventing or  suspending  the use of any
            preliminary  prospectus and, if any such order is issued,  to obtain
            the withdrawal of any such order at the earliest possible moment;

                  (r) if requested by the managing  underwriter  or agent or any
            holder  of  Registrable   Securities  covered  by  the  registration
            statement,  promptly  incorporate  in  a  prospectus  supplement  or
            post-effective   amendment   such   information   as  the   managing
            underwriter or agent or such holder reasonably


                                       8
<PAGE>

            requests to be included therein, including, without limitation, with
            respect to the number of Registrable  Securities  being sold by such
            holder to such  underwriter or agent,  the purchase price being paid
            therefor by such  underwriter or agent and with respect to any other
            terms of the underwritten offering of the Registrable  Securities to
            be sold in such  offering;  and make all  required  filings  of such
            prospectus  supplement  or  post-effective   amendment  as  soon  as
            practicable after being notified of the matters incorporated in such
            prospectus supplement or post-effective amendment;

                  (s) cooperate with each seller of  Registrable  Securities and
            each  underwriter or agent  participating in the disposition of such
            Registrable  Securities and their  respective  counsel in connection
            with any filings  required to be made with the National  Association
            of Securities Dealers, Inc.; and

                  (t) cause its  appropriate  officers to attend and participate
            in presentations to and meetings with prospective  purchasers of the
            Registrable Securities,  or a "roadshow", as reasonably requested by
            the underwriters, if any.

The Company may require each seller of  Registrable  Securities  as to which any
registration is being effected to furnish the Company such information  relating
to the sale or  registration  of such  Securities  regarding such seller and the
distribution  of such securities as the Company may from time to time reasonably
request in writing,  prior to including such seller's Registrable  Securities in
such registration.

      3.2. Registration Expenses.

                  (a) All expenses  incident to the Company's  performance of or
            compliance with this Agreement,  including,  without limitation, all
            registration,  qualification  and filing fees,  fees and expenses of
            compliance  with  securities  or blue sky laws,  printing  expenses,
            messenger  and  delivery  expenses,  and fees and  disbursements  of
            counsel  for  the  Company  and  all  independent  certified  public
            accountants,  underwriters (excluding discounts and commissions) and
            other  Persons  retained by the  Company  (all such  expenses  being
            herein called "Registration Expenses"),  will be paid by the Company
            in  respect  of  each  Demand   Registration   and  each   Piggyback
            Registration, whether or not it has become effective, including that
            the  Company  will pay its  internal  expenses  (including,  without
            limitation,  all salaries and expenses of its officers and employees
            performing legal or accounting duties), the expense of any liability
            insurance and the expenses and fees for listing the securities to be
            registered on each securities  exchange on which similar  securities
            issued  by the  Company  are then  listed  or on the NASD  automated
            quotation system or any other quotation system.

                  (b) In  connection  with  each  Demand  Registration  and each
            Piggyback Registration,  whether or not it has become effective, the
            Company  will  pay,  and  reimburse   the  holders  of   Registrable
            Securities  covered by such  registration  for the  payment  of, the
            reasonable fees and disbursements of one


                                       9
<PAGE>

            counsel  chosen by the  holders  of a  majority  of the  Registrable
            Securities included in such registration,  such amount not to exceed
            $25,000 for each registration, and such expenses shall be considered
            Registration Expenses hereunder.

      3.3. Participation in Underwritten Offerings.

                  (a) No Person may  participate in any  registration  hereunder
            which is  underwritten  unless  such  Person (i) agrees to sell such
            Person's  securities  on the  basis  provided  in  any  underwriting
            arrangements approved by the Person or Persons entitled hereunder to
            approve such arrangements (including,  without limitation,  pursuant
            to the terms of any  over-allotment or "green shoe" option requested
            by  the  managing   underwriter(s),   provided  that  no  holder  of
            Registrable Securities will be required to sell more than the number
            of Registrable Securities that such holder has requested the Company
            to include in any  registration) and (ii) completes and executes all
            questionnaires,   powers  of  attorney,  indemnities,   underwriting
            agreements and other documents  reasonably  required under the terms
            of such underwriting arrangements.

                  (b) Each  Person  that is  participating  in any  registration
            hereunder  agrees that,  upon receipt of any notice from the Company
            of the  happening  of any  event of the kind  described  in  Section
            3.1(f) above, such Person will forthwith discontinue the disposition
            of its Registrable Securities pursuant to the registration statement
            until  such  Person's  receipt of the  copies of a  supplemented  or
            amended  prospectus as contemplated  by such Section 3.1(f).  In the
            event the Company shall give any such notice,  the  applicable  time
            period  mentioned  in Section  3.1(b)  during  which a  Registration
            Statement is to remain  effective shall be extended by the number of
            days during the period from and  including the date of the giving of
            such notice  pursuant to this  paragraph to and  including  the date
            when  each  seller  of  a  Registrable   Security  covered  by  such
            registration  statement  shall  have  received  the  copies  of  the
            supplemented or amended prospectus contemplated by Section 3.1(f).

      3.4. Holdback Agreements.

            3.4.1.  Securityholder Holdback. To the extent not inconsistent with
      applicable  law, each holder of  Registrable  Securities  shall not offer,
      sell,  contract to sell,  pledge,  grant any option to purchase,  make any
      short sale or  otherwise  dispose of any Common  Stock,  or any options or
      warrants to purchase any Common Stock, or any securities convertible into,
      exchangeable  for or that  represent  the right to receive  Common  Stock,
      whether now owned or  hereinafter  acquired,  owned directly by the holder
      (including holding as a custodian) or with respect to which the holder has
      beneficial  ownership  within the rules and  regulations of the Securities
      and Exchange Commission, during (a) with respect to any other underwritten
      Demand  Registration or any underwritten  Piggyback  Registration in which
      Registrable  Securities  are  included,  the seven  days  prior to and the
      90-day  period (or such longer period not to exceed 180 days if reasonably
      necessary in the opinion of such  underwriter)  beginning on the effective
      date of such  registration,  and (b) upon  notice  from the Company of the
      commencement of an


                                       10
<PAGE>

      underwritten  distribution in connection with any Shelf Registration,  the
      seven days prior to and the 90-day  period (or such  longer  period not to
      exceed  180  days  if   reasonably   necessary  in  the  opinion  of  such
      underwriter)  beginning on the date of commencement of such  distribution,
      in each case except as part of such underwritten registration, and in each
      case unless the  underwriters  managing  the  registered  public  offering
      otherwise  agree  (in each  case,  such  period,  the  "Lock-Up  Period");
      provided,  however,  if (i) during the period that begins on the date that
      is 15 calendar  days plus three  Business  Days before the last day of the
      Lock-Up Period and ends on the last day of the Lock-Up Period, the Company
      issues an earnings  release or material news or a material  event relating
      to the  Company  occurs,  or (ii) prior to the  expiration  of the Lock-Up
      Period, the Company announces that it will release earnings results during
      the 16 day period  beginning  on the last day of the Lock-Up  Period,  the
      restrictions  imposed shall  continue to apply until the expiration of the
      date that is 15 calendar  days plus three  Business Days after the date on
      which  the  issuance  of the  earnings  release  or the  material  news or
      material  event occurs.  Any waiver by the  underwriters  of the foregoing
      restrictions  on transfers by the holders  shall be granted to all holders
      on equal terms.

            3.4.2. Company Holdback. The Company shall not offer, sell, contract
      to sell or  otherwise  dispose of any  securities  of the Company that are
      substantially  similar to the Common  Stock,  including but not limited to
      any securities  that are  convertible  into or  exchangeable  for, or that
      represent  the right to receive,  Common  Stock or any such  substantially
      similar  securities,  during (a) with  respect  to any other  underwritten
      Demand  Registration or any underwritten  Piggyback  Registration in which
      Registrable  Securities  are  included,  the seven  days  prior to and the
      90-day period  beginning on the effective date of such  registration,  and
      (b) upon notice from any holder(s) of Registrable  Securities subject to a
      Shelf  Registration  that such holder(s)  intend to effect an underwritten
      distribution of Registrable Securities pursuant to such Shelf Registration
      (upon receipt of which, the Company will promptly notify all other holders
      of  Registrable  Securities  of the  date  of  the  commencement  of  such
      distribution),  the seven days prior to and the 90-day period beginning on
      the date of the commencement of such distribution,  in each case except as
      part of such  underwritten  registration or pursuant to  registrations  on
      Form S-4 or Form S-8,  and in each case unless the  underwriters  managing
      the registered public offering otherwise agree.

      3.5. Current Public Information.  At all times after the Company has filed
a registration statement with the Securities and Exchange Commission pursuant to
the  requirements  of either the Securities Act or the Securities  Exchange Act,
the  Company  will use its  commercially  reasonable  efforts to timely file all
reports  required to be filed by it under the  Securities Act and the Securities
Exchange  Act and the  rules  and  regulations  adopted  by the  Securities  and
Exchange Commission thereunder,  and will take such further action as any holder
or holders of Registrable  Securities may reasonably request,  all to the extent
required to enable such holders to sell Registrable  Securities pursuant to Rule
144 adopted by the Securities and Exchange  Commission  under the Securities Act
(as  such  rule  may be  amended  from  time to  time)  or any  similar  rule or
regulation hereafter adopted by the Securities and Exchange Commission.


                                       11
<PAGE>

4.    REGISTRATION INDEMNIFICATION.

      4.1.  Indemnification by the Company.  The Company agrees to indemnify and
hold  harmless,  to  the  fullest  extent  permitted  by  law,  each  holder  of
Registrable Securities and, as applicable,  its officers,  directors,  trustees,
employees,  shareholders,  holders of beneficial interests, members, and general
and limited partners (collectively, such holder's "Indemnitees") and each Person
who controls such holder (within the meaning of the Securities  Act) against any
and all losses, claims,  damages,  liabilities,  joint or several, to which such
holder or any such  Indemnitee  may become  subject  under the  Securities  Act,
equivalent foreign securities laws or otherwise, insofar as such losses, claims,
damages  or  liabilities  (or  actions  or  proceedings,  whether  commenced  or
threatened, in respect thereof) arise out of or are based upon (a) any untrue or
alleged  untrue  statement  of  material  fact  contained  in  any  registration
statement, prospectus,  preliminary prospectus or free writing prospectus or any
amendment   thereof  or   supplement   thereto,   together  with  any  documents
incorporated  therein by reference or, (b) any omission or alleged omission of a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  and the Company will reimburse such holder and each of
its Indemnitees for any legal or any other expenses,  including any amounts paid
in any settlement  effected with the consent of the Company,  which consent will
not be  unreasonably  withheld or delayed,  incurred by them in connection  with
investigating  or  defending  any  such  loss,  claim,   liability,   action  or
proceeding;  provided, however, that the Company shall not be liable in any such
case to the extent that any such loss,  claim,  damage,  liability (or action or
proceeding  in respect  thereof)  or  expense  arises out of or is based upon an
untrue statement or alleged untrue  statement,  or omission or alleged omission,
made in such registration statement, any such prospectus, preliminary prospectus
or free writing  prospectus or any amendment or  supplement  thereto,  or in any
application,  in reliance  upon,  and in conformity  with,  written  information
prepared and furnished to the Company by such holder  expressly for use therein.
In connection  with an  underwritten  offering,  the Company will indemnify such
underwriters,  their  officers and  directors  and each Person who controls such
underwriters  (within the meaning of the  Securities  Act) to the same extent as
provided above with respect to the indemnification of the holders of Registrable
Securities.

      4.2.  Indemnification by Holders of Registrable Securities.  In connection
with any registration  statement in which a holder of Registrable  Securities is
participating,  each such  holder will  furnish to the  Company in writing  such
information  and  affidavits  as the  Company  reasonably  requests  for  use in
connection  with any such  registration  statement,  prospectus  or free writing
prospectus,  and,  to the  extent  permitted  by law,  will  indemnify  and hold
harmless the Company and its Indemnitees against any losses,  claims, damages or
liabilities,  joint or several,  to which the Company or any such Indemnitee may
become subject under the Securities Act,  equivalent  foreign securities laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon (a) any untrue or alleged  untrue  statement of material  fact
contained in the registration statement,  prospectus,  preliminary prospectus or
free writing prospectus or any amendment thereof or supplement thereto or in any
application,  together with any documents  incorporated  therein by reference or
(b) any omission or alleged  omission of a material  fact  required to be stated
therein or necessary to make the statements therein not misleading,  but only to
the extent that such untrue statement (or alleged untrue  statement) or omission
(or  alleged  omission)  is  made  in  such  registration  statement,  any  such
prospectus,  preliminary  prospectus or


                                       12
<PAGE>

free writing  prospectus  or any  amendment  or  supplement  thereto,  or in any
application,  in  reliance  upon  and in  conformity  with  written  information
prepared and furnished to the Company by such holder  expressly for use therein,
and such holder will  reimburse  the  Company and each such  Indemnitee  for any
legal  or any  other  expenses  including  any  amounts  paid in any  settlement
effected with the consent of such holder, which consent will not be unreasonably
withheld  or delayed,  incurred  by them in  connection  with  investigating  or
defending  any such loss,  claim,  liability,  action or  proceeding;  provided,
however,  that the obligation to indemnify will be individual (and not joint and
several)  to each  holder  and will be  limited  to the net  amount of  proceeds
received by such holder from the sale of Registrable Securities pursuant to such
registration statement, less any other amounts paid by such holder in respect of
such untrue statement, alleged untrue statement, omission or alleged omission.

      4.3. Procedure. Any Person entitled to indemnification  hereunder will (a)
give prompt written notice to the  indemnifying  party of any claim with respect
to which it seeks  indemnification  (provided,  however, that the failure of any
indemnified  party to give such notice shall not relieve the indemnifying  party
of its obligations  hereunder,  except to the extent that the indemnifying party
is actually  prejudiced by such failure to give such notice),  and (b) unless in
such indemnified party's reasonable judgment a conflict of interest between such
indemnified  and  indemnifying  parties  may exist with  respect to such  claim,
permit such indemnifying  party to assume the defense of such claim with counsel
reasonably  satisfactory to the  indemnified  party. If such defense is assumed,
the  indemnifying  party will not be subject to any liability for any settlement
made by the indemnified  party without its consent (but such consent will not be
unreasonably  withheld). An indemnifying party who is not entitled to, or elects
not to,  assume the defense of a claim will not be obligated to pay the fees and
expenses  of  more  than  one  counsel  for  all  parties  indemnified  by  such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any  indemnified  party  a  conflict  of  interest  may  exist  between  such
indemnified party and any other of such indemnified parties with respect to such
claim.

      4.4.  Entry of Judgment;  Settlement.  The  indemnifying  party shall not,
except with the  approval  of each  indemnified  party,  consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to each  indemnified  party
of a release from all liability in respect to such claim or  litigation  without
any payment or consideration provided by such indemnified party.

      4.5. Contribution.  If the indemnification  provided for in this Section 4
is,  other  than  expressly  pursuant  to  its  terms,   unavailable  to  or  is
insufficient to hold harmless an indemnified party under the provisions above in
respect of any losses,  claims, damages or liabilities referred to therein, then
each  indemnifying  party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (a)
in such proportion as is appropriate to reflect the relative  benefits  received
by the Company on the one hand and the sellers of Registrable Securities and any
other sellers participating in the registration statement on the other hand from
the sale of  Registrable  Securities  pursuant  to the  registered  offering  of
securities as to which indemnity is sought or (b) if the allocation  provided by
clause (a) above is not  permitted by applicable  law, in such  proportion as is
appropriate to reflect the relative benefits referred to in clause (a) above but
also the  relative  fault of the  Company on the one hand and of the  sellers of
Registrable  Securities and any other sellers  participating in the registration
statement on the other hand in connection  with the statement or omissions which
resulted in such


                                       13
<PAGE>

losses, claims, damages or liabilities,  as well as any other relevant equitable
considerations.  The relative  benefits  received by the Company on the one hand
and the sellers of Registrable Securities and any other sellers participating in
the  registration  statement on the other hand shall be deemed to be in the same
proportion  as the  total  net  proceeds  from the  offering  (before  deducting
expenses)  to the  Company  bear to the total  net  proceeds  from the  offering
(before  deducting  expenses) to the sellers of  Registrable  Securities and any
other sellers participating in the registration statement. The relative fault of
the Company on the one hand and of the sellers of Registrable Securities and any
other  sellers  participating  in the  registration  statement on the other hand
shall be determined  by reference to, among other things,  whether the untrue or
alleged omission to state a material fact relates to information supplied by the
Company  or  by  the  sellers  of   Registrable   Securities  or  other  sellers
participating  in the registration  statement and the parties'  relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission. The obligation to provide contribution will be individual
(and not joint and several) to each holder and will be limited to the net amount
of proceeds  received by such  holder  from the sale of  Registrable  Securities
pursuant to such  registration  statement,  less any other  amounts paid by such
holder,  including  pursuant to Section  4.2  hereof,  in respect of such untrue
statement, alleged untrue statement, omission or alleged omission.

The Company and the sellers of Registrable Securities agree that it would not be
just and equitable if contribution pursuant to this Section 4 were determined by
pro rata allocation (even if the sellers of Registrable  Securities were treated
as one entity for such purpose) or by any other method of allocation  which does
not take account of the equitable  considerations referred to in the immediately
preceding  paragraph.  The amount paid or payable by an  indemnified  party as a
result  of the  losses,  claims,  damages  and  liabilities  referred  to in the
immediately  preceding  paragraph  shall be deemed to  include,  subject  to the
limitations set forth above, any legal or other expenses  reasonably incurred by
such  indemnified  party in connection with  investigating or defending any such
action or claim.  Notwithstanding the provisions of this Section 4, no seller of
Registrable  Securities  shall be required to contribute any amount in excess of
the net proceeds received by such Seller from the sale of Registrable Securities
covered by the  registration  statement  filed pursuant  hereto,  less any other
amounts paid by such holder in respect of such untrue statement,  alleged untrue
statement,  omission  or  alleged  omission.  No  person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.

      4.6. Other Rights. The  indemnification and contribution by any such party
provided  for under this  Agreement  shall be in addition to any other rights to
indemnification or contribution which any indemnified party may have pursuant to
law or  contract  and will  remain in full  force and effect  regardless  of any
investigation  made or omitted by or on behalf of the  indemnified  party or any
officer,  director  or  controlling  Person of such  indemnified  party and will
survive the transfer of securities.

5.    TRANSFER RESTRICTIONS

      5.1.  General  Transfer  Restrictions.  Each  Shareholder  understands and
agrees that the Shares held by such Shareholder on the date hereof have not been
registered  under the Securities Act or registered or qualified  under any state
law. No Shareholders  shall Transfer Shares (or solicit any offers in respect of
any Transfer of such Shares),  except in compliance with the


                                       14
<PAGE>

Securities  Act,  any  applicable  state law or in  accordance  with  agreements
applicable to such Transfer.

      5.2.  Restrictions on Transfer.  No Shareholder shall Transfer any of such
Shareholder's Shares to any other Person except as follows:

            5.2.1.  Private  Transfers.  Any Sponsor may  Transfer any or all of
      such Sponsor's  Shares to such Sponsor's  Permitted  Transferees  and such
      transferee  shall be deemed to be a Sponsor  hereunder and shall deliver a
      signature page hereto agreeing to be bound hereby, simultaneously with the
      Transfer of such Shares. Any transferring Sponsor under this Section shall
      provide  prompt  written  notice  to the  Company  of any  such  Transfer,
      indicating  its  reliance on this  provision  and the identity and contact
      information of the Permitted Transferee.

            5.2.2. Public Transfers.

                  (a)  Any   Shareholder   may  Transfer  any  or  all  of  such
            Shareholders' Shares, to the extent they constitute Common Stock, in
            a Public  Offering  undertaken  in  accordance  with this  Agreement
            without the consent of the Company or the other Shareholders.

                  (b)  A   Shareholder   may   Transfer   any  or  all  of  such
            Shareholder's Shares pursuant to Rule 144 of the Securities Act.

6.    PREEMPTIVE RIGHTS

      6.1. Offering.

                  (a) If the Company  issues or sells or authorizes the issuance
            or sale of any New  Securities  (as  defined in  Section  6.3 below)
            after the date  hereof,  the Company  shall offer to each Sponsor by
            written  notice (a  "Subscription  Notice") a percentage of such New
            Securities  pro rata based on the relative  number of Shares held by
            such   Sponsor   as   compared   to  the   number  of   Shares   and
            then-exercisable  stock options and warrants outstanding held by all
            holders of the Company's  Shares,  stock options and warrants.  Each
            such Sponsor  shall be entitled to purchase  such New  Securities at
            the most favorable price and on the most favorable terms as such New
            Securities  are to be  sold or  issued;  provided  that if a  Person
            participating  in such  purchase  of New  Securities  is required in
            connection  therewith  also  to  purchase  other  securities  of the
            Company,  the  Sponsors  exercising  their  rights  pursuant to this
            Section 6.1 shall also be required to purchase such other securities
            on substantially  the same economic terms and conditions as those on
            which the offeree of the New Securities is required to purchase such
            other securities.  Each Sponsor participating in such purchase shall
            also be obligated  to execute  agreements  in the form  presented to
            such  Sponsor  by the  Company,  so  long  as  such  agreements  are
            substantially  similar to those to be executed by the  purchasers of
            New Securities  (without taking into  consideration any rights which
            do not entitle such a purchaser to a higher  economic  return on the
            New Securities than the economic return to which other Sponsors


                                       15
<PAGE>

            participating  in such  transaction will be entitled with respect to
            New Securities).  Notwithstanding anything to the contrary contained
            herein,  the Company  shall not have any  obligation to issue equity
            securities  or to offer to issue any  equity  securities  under this
            Section 6 to any Sponsor who is not an "accredited investor" as such
            term is defined in Regulation D of the Securities Act.

                  (b) Each  Subscription  Notice  delivered  by the Company to a
            Sponsor  in  respect  of  any  proposed  issuance  or  sale  of  New
            Securities  shall describe in reasonable  detail the type, class and
            number of New Securities being offered,  the purchase price thereof,
            the payment terms  therefor and the  percentage  thereof  offered to
            such  holder  pursuant to this  Section 6. In order to exercise  its
            purchase rights  hereunder in respect of any issuance or sale of New
            Securities  described  in a  Subscription  Notice,  a  Sponsor  must
            deliver to the Company during the fifteen (15) day period commencing
            upon  such  holder's  receipt  of  such  Subscription   Notice  (the
            "Subscription Period"), a written commitment describing its election
            hereunder (an "Election Notice").  If a Sponsor fails for any reason
            to deliver an Election Notice to the Company during the Subscription
            Period  with  respect  to  a  proposed   issuance  or  sale  of  New
            Securities,  such Sponsor  shall be deemed to have waived its rights
            pursuant  to this  Section 6 in respect of such  issuance or sale of
            New Securities.

      6.2.  Expiration  of  Subscription  Period.   Within  the  180-day  period
immediately  following the Subscription Period, the Company shall be entitled to
sell, or enter into any agreement to sell, any New Securities  which any Sponsor
has not elected to purchase,  on terms and  conditions no more  favorable to the
offeree of such New  Securities  than those offered to the Sponsors  pursuant to
Section  6.1.  Any New  Securities  offered  or sold by the  Company  after such
180-day  period must be reoffered to each Sponsor  pursuant to the terms of this
Section 6.

      6.3. New  Securities.  For purposes  hereof,  "New  Securities"  means any
shares of the Company's Capital Stock, or any options, convertible securities or
other rights to acquire shares of the Company's  Capital  Stock,  other than (a)
the  issuance  and sale of  Series A  Preferred  Stock  in  connection  with the
Clearlake  Stock  Purchase  Agreements,  (b) Common Stock (or options to acquire
Common Stock) issued or issuable to any employee,  director or consultant of the
Company or any of its  subsidiaries  pursuant  to any equity  incentive  plan or
other  arrangement  approved by the Company's  Board,  (c) Common Stock or other
securities  issued  directly  or  indirectly  upon the  conversion,  exchange or
exercise of any securities previously subjected to this Section 6 or outstanding
on the date hereof,  (d) Common Stock or other  securities  issued in connection
with or in furtherance of the acquisition of or investment in another company or
business  (whether  through a purchase of securities,  a merger,  consolidation,
purchase of assets or otherwise), (e) Common Stock or other securities issued in
connection  with or in  furtherance of the  incurrence of any  indebtedness  for
borrowed  money  or  for  equipment  lease  financings  by  the  Company  or its
subsidiaries,  (f) Common  Stock or other  securities  issued or  issuable  in a
Public Offering,  (g) Common Stock or other securities issued in connection with
any stock split, dividend, combination, recapitalization or similar transaction,
(h) Common  Stock  issued or  issuable  upon the  exercise  of warrants or other
securities  or rights to persons or  entities  with which the  Company has or is
entering into a technology or other strategic  relationship  not for the purpose
of raising  money or  providing  financing,  (i) Common Stock issued or issuable
upon


                                       16
<PAGE>

conversion of Series A Preferred Stock or as dividends or  distributions  on the
Series A  Preferred  Stock  and (j)  Common  Stock or  other  securities  issued
directly  or  indirectly  upon  the  conversion,  exchange  or  exercise  of any
securities issued pursuant to any of the clauses of this Section 6.3.

7.    DEFINITIONS.

      "Acquisition Stock Purchase Agreement" shall have the meaning set forth in
the Recitals.

      "Affiliate"  means, with respect to any Person, (i) any other Person which
directly  or  indirectly  through  one or more  intermediaries  controls,  or is
controlled by, or is under common control with, such Person (for the purposes of
this definition,  "control"  (including,  with correlative  meanings,  the terms
"controlling,"  "controlled by" and "under common control  with"),  as used with
respect to any Person,  means the  possession,  directly or  indirectly,  of the
power to direct or cause the  direction  of the  management  or policies of such
Person,  whether  through the  ownership of voting  securities,  by agreement or
otherwise);  provided,  however,  that  neither  the  Company  nor  any  of  its
Subsidiaries  shall be deemed an Affiliate of any of the Shareholders  (and vice
versa) and none of the  Shareholders  shall be deemed  Affiliates  of each other
solely as a result of their relationship with respect to the Company.

      "Agreement" shall have the meaning set forth in the Preamble.

      "Amendment" shall have the meaning set forth in Section 6.3.

      "automatic shelf registration statement" has the meaning set forth in Rule
405 under the Securities Act.

      "Board" shall have the meaning set forth in Section 1.7.

      "Business  Day"  shall  mean any day that is not a  Saturday,  a Sunday or
other day on which banks are required or  authorized  by law to be closed in the
states of Delaware or New York.

      "Capital   Stock"  means  (i)  with  respect  to  any  Person  that  is  a
corporation,  any and all  shares,  interests,  participations,  rights or other
equivalents  (however  designated) of corporate  stock; and (ii) with respect to
any other Person, any and all partnership,  membership or other equity interests
of such Person.

      "Clearlake Stock Purchase  Agreements" shall have the meaning set forth in
the Recitals.

      "Common Stock" shall mean the common stock of the Company,  par value $.01
per share.

      "Company" shall have the meaning set forth in the Preamble.

      "Demand Notice" shall have the meaning set forth in Section 1.2.

      "Demand  Registrations"  means  Long-Form   Registrations  and  Short-Form
Registrations requested pursuant to Section 1.1.


                                       17
<PAGE>

      "EDGAR"  means  the  Security   Exchange   Commission's   Electronic  Data
Gathering, Analysis and Retrieval system.

      "Election Notice" shall have the meaning set forth in Section 6.1(b).

      "Effective Date" shall have the meaning set forth in the Preamble.

      "Family Member" means,  with respect to any natural Person,  such Person's
spouse and  descendants  (whether or not adopted) and any trust,  family limited
partnership or limited liability company that is and remains at all times solely
for the benefit of such Person's spouse and/or descendants.

      "free writing prospectus" has the meaning ascribed to such term under Rule
405 under the Securities Act.

      "Indemnitees" shall have the meaning set forth in Section 4.1.

      "Initial Stock Purchase Agreement" shall have the meaning set forth in the
Recitals.

      "issuer free  writing  prospectus"  has the meaning  ascribed to such term
under Rule 433(h) under the Securities Act.

      "Lock-Up Period" shall have the meaning set forth in Section 3.4.1.

      "Long-Form Registrations" shall have the meaning set forth in Section 1.1.

      "Majority  Sponsor Approval" means the written approval of Persons holding
a majority of Sponsor Registrable Securities.

      "New Securities" shall have the meaning set forth in Section 6.3.

      "Person"  means  an  individual,   a  partnership,   a  joint  venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

      "Permitted Transferee" shall mean, with respect to any Sponsor, (a) if any
Transfer  involves  less than all of a  Sponsor's  Registrable  Securities,  any
Affiliate of a Sponsor or Reservoir  Capital Group or its Affiliates,  or (b) if
any Transfer involves all of a Sponsor's Registrable  Securities,  to any Person
other than a direct competitor of the Company.

      "Piggyback Registration" shall have the meaning set forth in Section 2.1.

      "Public  Offering"  means a  public  offering  and  sale of  Common  Stock
pursuant to an effective registration statement under the Securities Act.

      "Registrable Securities" means (i) any share of Common Stock issued to any
Shareholder  (or any Affiliate  thereof) as of the Effective  Date or thereafter
acquired, including upon conversion of the Company's Series A Preferred Stock by
any Shareholder,  and (ii) any equity  securities issued or issuable directly or
indirectly with respect to any of the foregoing


                                       18
<PAGE>

securities  referred to in clause (i) by way of share dividend or share split or
in  connection   with  a  combination  of  shares,   recapitalization,   merger,
consolidation or other reorganization.  As to any particular shares constituting
Registrable Securities, such shares will cease to be Registrable Securities when
they have been (x) effectively  registered under the Securities Act and disposed
of in accordance with the registration  statement  covering them, or (y) sold to
the public pursuant to Rule 144 under the Securities Act or sold in a block sale
to a financial  institution in the ordinary course of its trading business.  For
purposes  of  this  Agreement,  a  Person  will  be  deemed  to be a  holder  of
Registrable Securities whenever such Person has the right to acquire directly or
indirectly  such   Registrable   Securities  (upon  conversion  or  exercise  in
connection  with a transfer of  securities or otherwise,  but  disregarding  any
restrictions  or  limitations  upon the exercise of such right),  whether or not
such acquisition has actually been effected.

      "Registration Expenses" shall have the meaning set forth in Section 3.2.

      "Rule  433"  means  Rule 433 under  the  Securities  Act or any  successor
federal law then in force.

      "Series A  Preferred  Stock"  means the  Series A  Preferred  Stock of the
Company, par value $.01 per share.

      "Securities  Act"  means the  United  States  Securities  Act of 1933,  as
amended, or any successor federal law then in force.

      "Securities and Exchange  Commission"  means the United States  Securities
and Exchange  Commission and any governmental  body or agency  succeeding to the
functions thereof.

      "Securities  Exchange Act" means the United States Securities Exchange Act
of 1934, as amended, or any successor federal law then in force.

      "Shareholders" shall have the meaning set forth in the Preamble.

      "Shares"  shall  mean  collectively  any  shares of the  Company's  equity
securities  outstanding  from time to time,  including,  but not  limited to the
Common Stock and the Series A Preferred Stock.

      "Shelf Registration" shall have the meaning set forth in Section 1.4.

      "Short-Form  Registrations"  shall have the  meaning  set forth in Section
1.1.

      "Sponsor" has the meaning set forth in the Preamble.

      "Sponsor  Registrable  Securities"  shall  mean  all  of  the  Registrable
Securities held by any Sponsor from time to time.

      "Subscription Notice" shall have the meaning set forth in Section 6.1(a).

      "Subscription Period" shall have the meaning set forth in Section 6.1(b).


                                       19
<PAGE>

      "Transfer" shall mean any sale, pledge,  assignment,  encumbrance or other
transfer or  disposition  of any shares of  Registrable  Securities to any other
Person, whether directly, indirectly,  voluntarily,  involuntarily, by operation
of law, pursuant to judicial process or otherwise.

8.    MISCELLANEOUS.

      8.1. No Inconsistent Agreements. The Company will not hereafter enter into
any  agreement  with respect to its  securities  which is  inconsistent  with or
violates the rights  granted to the holders of  Registrable  Securities  in this
Agreement.

      8.2. Remedies. The parties hereto agree and acknowledge that money damages
may not be an adequate remedy for any breach of the provisions of this Agreement
and that,  in  addition  to any other  rights and  remedies  at law or in equity
existing in its favor, any party shall be entitled to seek specific  performance
and/or  other  injunctive  relief  from any court of law or equity of  competent
jurisdiction (without posting any bond or other security) in order to enforce or
prevent violation of the provisions of this Agreement.

      8.3.  Amendment  and Waiver.  Except as otherwise  provided  herein,  this
Agreement may be amended,  modified,  extended or terminated, and the provisions
hereof may be waived,  only by an agreement in writing signed by the Company and
Persons holding a majority of Sponsor Registrable Securities, provided, that the
admission  of new  parties  pursuant  to the  terms of  Section  8.4  shall  not
constitute  an  amendment  of this  Agreement  for purposes of this Section 8.3.
Notwithstanding  the  foregoing,  if  any  amendment,  modification,  extension,
termination or waiver (an  "Amendment")  would treat any Shareholder or group of
Shareholders in a manner different from, and materially adverse relative to, the
Sponsors voting in favor of such Amendment, then such Amendment will require the
consent of the Shareholder or Shareholders holding a majority of the Registrable
Securities of such group adversely treated. Each such Amendment shall be binding
upon each party hereto and each Shareholder  subject hereto.  In addition,  each
party hereto and each Shareholder  subject hereto may waive any right hereunder,
as to itself,  by an instrument in writing signed by such party or  Shareholder.
The failure of any party to enforce any provisions of this Agreement shall in no
way be construed as a waiver of such  provisions  and shall not affect the right
of such party  thereafter to enforce each and every  provision of this Agreement
in accordance with its terms. To the extent the Amendment of any Section of this
Agreement  would  require a specific  consent  pursuant to this Section 8.3, any
Amendment to  definitions  to the extent used in such Section shall also require
the specified consent.

      8.4. Successors and Assigns;  Transferees. This Agreement shall be binding
upon and inure to the benefit of and be  enforceable  by the parties  hereto and
their respective successors and assigns.  Registrable  Securities shall continue
to be Registrable  Securities after any Transfer (except if such securities were
effectively  registered  under the  Securities Act and disposed of in accordance
with the  registration  statement  covering them, sold to the public pursuant to
Rule  144  under  the  Securities  Act or sold in a  block  sale to a  financial
institution  in the ordinary  course of its trading  business).  Any  transferee
receiving shares of Registrable  Securities in a Transfer effected in compliance
with the  terms of this  Agreement  shall  become a  Shareholder,  party to this
Agreement  and  subject  to the terms and  conditions  of,  and be  entitled  to
enforce,  this


                                       20
<PAGE>

Agreement  to the same  extent,  and in the same  capacity,  as the Person  that
Transfers such Registrable  Securities to such transferee;  provided that only a
Permitted Transferee of a Sponsor will be deemed to be a Sponsor for purposes of
this Agreement. For the avoidance of doubt, any transferee receiving Registrable
Securities  in a Transfer  that is not a Sponsor or a Permitted  Transferee of a
Sponsor or its  Affiliates  will  become a party to this  Agreement  without the
benefit of the right to initiate Demand  Registrations  or other rights afforded
to the Sponsors hereunder.  Prior to the Transfer of any Registrable  Securities
to any transferee,  and as a condition thereto,  each Shareholder effecting such
Transfer  shall (a) cause such  transferee to deliver to the Company and each of
the  Shareholders  its  written  agreement,  in form  and  substance  reasonably
satisfactory  to the Company,  to be bound by the terms and  conditions  of this
Agreement  to the extent  described  in the  preceding  sentence and (b) if such
Transfer  is  to  a  Permitted  Transferee,   remain  directly  liable  for  the
performance by such Permitted  Transferee of all  obligations of such transferee
under this Agreement.

      8.5.  Severability.  Whenever  possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
any other  provision or the  effectiveness  or validity of any  provision in any
other jurisdiction, and this Agreement shall be reformed, construed and enforced
in such jurisdiction as if such invalid,  illegal or unenforceable provision had
never been contained herein.

      8.6.   Counterparts.   This   Agreement   may  be   executed  in  separate
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same Agreement.

      8.7. Descriptive Headings.  The descriptive headings of this Agreement are
inserted for convenience only and do not constitute a part of this Agreement.

      8.8.  Notices.  Any and all notices or other  communications or deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed  given,  delivered  and  effective  on the  earliest  of (i) the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified  in this  Section 8.8 prior to 5:00 p.m.
(Eastern  time) on a  Business  Day,  (ii) the  Business  Day  after the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified in this  Agreement  later than 5:00 p.m.
(Eastern time) on any Business Day and earlier than 11:59 p.m. (Eastern time) on
the day  preceding  the next  Business  Day, or (iii) one (1) Business Day after
when sent, if sent by nationally  recognized  overnight courier service (charges
prepaid). The address for such notices and communications shall be as follows:

      If to the Company:

            GoAmerica, Inc.
            433 Hackensack Avenue
            Hackensack, NJ 07601
            Facsimile: (201) 527-1081
            Attention: General Counsel and Chief Financial Officer


                                       21
<PAGE>

      with a copy to:

            Lowenstein Sandler PC
            65 Livingston Avenue
            Roseland, NJ 07068
            Facsimile: (973) 587-2351
            Attention: Peter H. Ehrenberg

      If to any Sponsor: to the addressee specified on Schedule A hereto.

      8.9.  Delivery by Facsimile.  This  Agreement and any signed  agreement or
instrument entered into in connection  herewith or contemplated  hereby, and any
amendments  hereto or thereto,  to the extent signed and delivered by means of a
facsimile  machine,  shall be treated in all manner and  respects as an original
agreement or  instrument  and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At
the request of any party  hereto or to any such  agreement or  instrument,  each
other  party  hereto or thereto  shall  re-execute  original  forms  thereof and
deliver them to all other  parties.  No party hereto or to any such agreement or
instrument shall raise the use of a facsimile  machine to deliver a signature or
the fact that any  signature or  agreement  or  instrument  was  transmitted  or
communicated  through  the  use  of a  facsimile  machine  as a  defense  to the
formation of a contract and each such party forever waives any such defense.

      8.10.  Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the  State of New  York  applicable  to a  contract
executed and performed in such state,  without giving effect to the conflicts of
laws principles thereof.

      8.11. Jurisdiction. Submission to Jurisdiction; Waivers. Each party hereto
irrevocably  agrees that any  proceeding  with respect to this  Agreement or for
recognition  and  enforcement of any judgment in respect  thereof brought by the
other party hereto or its  successors or assigns,  may be brought and determined
in the  Supreme  Court of the  State of New  York in New York  County  or in the
United States  District  Court for the Southern  District of New York,  and each
party hereto hereby  irrevocably  submits with regard to any such proceeding for
itself and in respect to its properties, generally and unconditionally,  for all
purposes of this Agreement.

      8.12. Waiver of Jury Trial. To the extent not prohibited by applicable law
that cannot be waived,  each party hereto waives,  and covenants that such party
will not assert  (whether as plaintiff,  defendant or  otherwise),  any right to
trail by jury in any forum in respect of any issue,  claim or proceeding arising
out of this  Agreement or the subject matter hereof or in any way connected with
the dealings of any party hereto in  connection  with any of the above,  in each
case whether now existing or hereafter arising and whether in contract,  tort or
otherwise. Any party to this Agreement may file a copy of this Section 8.12 with
any court as written evidence of the consent of the parties hereto to the waiver
of their rights to trial by jury.

      8.13.  Termination.  The provisions of Section 8 of this  Agreement  shall
terminate as to any Shareholder at such time as such  Shareholder  ceases to own
any Series A  Preferred  Stock or shares  issued upon  conversion  thereof or in
exchange therefor.


                                       22
<PAGE>

                         * * Signature pages follow * *


                                       23
<PAGE>

      IN WITNESS  WHEREOF,  the  parties  have  executed  this  Investor  Rights
Agreement on the day and year first above written.

                                            COMPANY:

                                            GOAMERICA, INC.

                                            By:    /s/ Daniel R. Luis
                                                   -----------------------------
                                            Name:  Daniel R. Luis
                                                   -----------------------------
                                            Title: Chief Executive Officer
                                                   -----------------------------

<PAGE>

                                            SHAREHOLDERS

                                            CCP A, L.P.

                                            By:  CLEARLAKE CAPITAL PARTNERS, LLC
                                            Its: General Partner

                                            By:  CCG Operations, LLC
                                            Its: Managing Member

                                            By:  /s/ Behdad Eghbali
                                                 -------------------------------
                                                 Name: Behdad Eghbali
                                                 Title: Manager

<PAGE>

                              Schedule A: Sponsors

CCP A, L.P.

Address for Notice:
Clearlake Capital Group, LP
650 Madison Ave.
23rd Floor
New York, NY 10022
Attention: Behdad Eghbali
Facsimile: (212) 610-9121

With a copy to:

Milbank, Tweed, Hadley & McCloy LLP
601 S. Figueroa, 30th Floor
Los Angeles, CA 90017
Attention: Melainie K. Mansfield, Esq.
Facsimile: (213) 892-4711