Exhibit 10.2
                                                                  EXECUTION COPY



                                TABLE OF CONTENTS

                                                                            Page
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1.    DEFINITIONS..............................................................1

2.    DESCRIPTION OF SERVICES..................................................6

3.    OTHER STELLAR OBLIGATIONS................................................7

4.    GOAMERICA OBLIGATIONS....................................................9

5.    FORECASTING.............................................................11

6.    REPRESENTATIONS AND WARRANTIES..........................................12

7.    COMPENSATION TO STELLAR.................................................13

8.    RELATIONSHIP OF PARTIES.................................................15

9.    TERM AND TERMINATION....................................................16

10.      EFFECTIVE DATE; CONDITIONS TO EFFECTIVE DATE.........................18

11.      INTELLECTUAL PROPERTY................................................19

12.      CONFIDENTIALITY/PROPRIETARY INFORMATION..............................20

13.      INSURANCE............................................................21

14.      INDEMNITY/LIMITATION OF LIABILITY....................................22

15.      INTELLECTUAL PROPERTY/USE OF MARKS...................................23

16.      PUBLICITY............................................................23

17.      DISPUTE RESOLUTION...................................................23

18.      ATTORNEYS FEES.......................................................24

19.      FORCE MAJEURE........................................................24

20.      ASSIGNMENT...........................................................25

21.      SEVERABILITY.........................................................25

22.      NO CONSEQUENTIAL OR SPECIAL DAMAGES..................................25

23.      WAIVER...............................................................26

24.      NO THIRD PARTY BENEFICIARIES.........................................26

25.      SPECIFIC PERFORMANCE.................................................26

26.      AUTHORIZED REPRESENTATIVES...........................................26

27.      NOTICES..............................................................26

28.      COMPLIANCE WITH LAWS.................................................27

29.      GOVERNING LAW........................................................27

30.      ENTIRE AGREEMENT.....................................................27

31.      CAPTIONS.............................................................27

32.      GENERAL SURVIVAL PROVISION...........................................27





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                           MANAGED SERVICES AGREEMENT

      THIS AGREEMENT is entered into on August 1, 2007 by and between:

      Acquisition 1 Corp. ("GoAmerica"), a wholly-owned subsidiary of GoAmerica,
Inc. and a Delaware corporation,  with offices located at 433 Hackensack Avenue,
Hackensack, New Jersey 07601, and

      STELLAR NORDIA SERVICES LLC ("Stellar"),  a Nevada  corporation,  with its
principal office located at 130 East John Carpenter  Freeway,  Irving, TX 75062;
collectively referred to as the "Parties" individually, a "Party."

      WHEREAS,  Stellar  is a  multi-contact  customer  relationship  management
solutions company;

      WHEREAS,   GoAmerica  is  a  telecommunications  company  and  offers  its
customers a variety of telecommunications relay services;

      WHEREAS,  GoAmerica  desires to have Stellar  act, and Stellar  desires to
act, at and after the Effective  Date as an independent  contractor,  to provide
certain  telecommunication  relay services (TRS) as more particularly  described
herein;

      WHEREAS,  as  a  condition  to  Stellar's  execution  of  this  Agreement,
GoAmerica,  Inc., the parent  corporation of Acquisition 1 Corp., is executing a
guarantee in favor of Stellar in the form  attached  hereto as Exhibit E to this
Agreement (the "GoAmerica Guarantee"); and

      WHEREAS,  an  affiliate  of Stellar  ("Nordia  Inc.")  currently  provides
certain  similar TRS to GoAmerica  pursuant to that certain  Services  Agreement
between such parties,  commencing January 1, 2005 (as amended,  the "Predecessor
Agreement").

      NOW THEREFORE,  in  consideration  of the mutual  covenants and agreements
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, GoAmerica and Stellar intending to
be legally bound agree as follows:

      1.    DEFINITIONS.

      All defined terms shall have the meanings as set forth in Section 1 below:

      "Agreement"  means this Managed Services  Agreement  between GoAmerica and
Stellar,  together  with all exhibits,  schedules,  statements of work and other
attachments  hereto,  all as such may be amended,  restated or supplemented from
time to time as stated herein.

      "Acquisition"  shall  refer  to  the  acquisition  of the  Relay  Services
business  of  MCI  pursuant  to,  and  the  closing  of the  other  transactions
contemplated in, the Acquisition Agreement.

      "Acquisition Agreement" means the Asset Purchase Agreement entered into on
even date herewith, by and between MCI COMMUNICATIONS  SERVICES INC. ("MCI") and
GoAmerica (or its affiliate), including all related schedules, exhibits and side
letters relating thereto, as any of them may be amended from time to time.


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      "Authorized   Representative"   means  a   representative   to  facilitate
communications  and performance,  and to execute Change Control Procedures under
this Agreement, selected by each Party.

      "Base Volume" has the meaning given to such term in Section 4.6.

      "Business Day" means any day in which banks in both New York, New York and
Quebec, Canada are open for business.

      "CRS" means  California  Relay Service,  as provided for in the California
Public  Utilities  Code  ss.2881  and  administered  by  the  California  Public
Utilities  Commission (PUC), with the advice of the  Telecommunications  for the
Deaf and Disabled Administrative Committee (TADDAC).

      "Call Center" means Stellar  Locations where Stellar Services are provided
to or on behalf of GoAmerica.

      "CAs" or  Communication  Assistants,  means Stellar  Personnel tasked with
providing  that  portion of the  Stellar  Services  relating  to  answering  and
facilitating relay calls presented to the Stellar Platform.

      "Change" means any non-material variation or modification to the GoAmerica
Service requirements (or any part thereof) or as otherwise expressly provided in
this Agreement that is subject to the Change Control Process.

      "Change Control  Process" means the procedures  referred to in Section 2.3
and as set forth in Exhibit D, as they may be amended,  modified or supplemented
from time to time hereunder.

      "Community  Intellectual  Property"  has the meaning given to such term in
Section 11.3 hereof.

      "Conversation   Minutes"   mean  TRS  minutes   which  are   eligible  for
reimbursement  pursuant  to the  policies  and rules of  either  (a) the FCC and
National Exchange Carrier Administration (NECA); or (b) a state.

      "Customer Complaints" means complaints received by either Party from Relay
Users.

      "DC" means the District of Columbia.

      "Documentation"  means  (unless  otherwise  specified),  when  relating to
Source  Code,  without  limitation,   annotations,   flow  charts,   schematics,
statements of principles of operations,  software  summaries,  software  design,
program logic, program listings,  functional specifications,  logical models and
architecture standards,  describing the data flows, data structures, and control
logic of the software, irrespective of the form in which the foregoing exists.

      "Downtime"  is the time in which a Relay  User is  unable to reach a CA or
obtain  functional  TRS due to an outage or fault at the  Stellar  or  GoAmerica
Platform.

      "Downtime  Notification"  is the  notification of designated  GoAmerica or
Stellar  personnel  of any  Situation,  according to the  applicable  Escalation
Procedure defined in Exhibit C and/or the applicable Statement of Work.

      "Effective  Date"  has the  meaning  given to such  term in  Section  10.1
hereof.


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      "FCC" means the Federal Communications Commission.

      "GoAmerica  Affiliate" means a wholly owned subsidiary of GoAmerica or its
immediate parent company.

      "GoAmerica Competitor" means any communications provider that, directly or
indirectly,  offers  text or  video  -based  forms of  telecommunications  relay
services to current or potential users of Relay Services within the U.S.

      "GoAmerica  Licensed  Software"  means  any and all  software  owned by or
licensed to GoAmerica by a party other than Stellar,  and to which GoAmerica may
provide Stellar access in accordance with this Agreement.

      "GoAmerica Platform" means GoAmerica's technology platform which processes
relay calls initiated by a Relay Users utilizing any of the features provided by
the Stellar Platform pursuant to this Agreement.

      "GoAmerica  Proprietary  Software"  means  any and all  Software,  whether
operating systems software or application software,  owned by GoAmerica,  and to
which GoAmerica may provide Stellar access in accordance with this Agreement.

      "GoAmerica  Proprietary  Software  Enhancements"  means any  enhancements,
improvements,   modifications,   and/or   derivative   works  of  the  GoAmerica
Proprietary  Software.  For clarification  purposes,  the Stellar Platform,  and
enhancements,  improvements,  modifications,  and/or  derivative  works  of  the
Stellar Platform or the Stellar Proprietary  Software,  including any interfaces
developed under this Agreement,  shall not be considered  GoAmerica  Proprietary
Software Enhancements.

      "GoAmerica Services" mean all forms of Relay Services offered by GoAmerica
to any Relay User and directed to Stellar for  servicing  hereunder,  including,
but not  limited to TRS,  State TRS,  Internet-based  services,  voice-initiated
calling services, as well as any other such telecommunications-related  services
to Relay Users that the Parties may  mutually  agree upon in writing,  including
but not limited to Other Relay Types.

      "Initial Term" has the meaning given to such term in Section 9.1.

      "Intellectual  Property"  means all  intellectual,  moral,  industrial  or
proprietary  rights  recognized  under  applicable  Laws  anywhere in the world,
whether issued or pending,  registered or  unregistered,  including all forms of
copyrights or other rights in computer  programs,  documentation  and databases,
whether  published  or  unpublished;   patents   (including  any  continuations,
divisionals, continuations-in-part, renewals, reissues, and applications for any
of the  foregoing);  trademarks  and  service  marks;  rights in trade  secrets,
know-how  or  other  Confidential  Information,  and  all  embodiments  thereof,
including any applications for registration therefore.

      "Laws" mean all laws, statutes,  codes, rules, regulations and ordinances,
including  but not  limited to,  local  license or permit  requirements  and all
foreign,  federal,  state,  county and local government agencies and authorities
that are applicable to the GoAmerica Services or the Stellar Services.

      "Losses"  means  revenues  attributable  to the Stellar  Services less the
following  costs  directly  attributable  to or  appropriately  assigned  to the
Stellar Services: costs related to agents and supervision costs; operating costs
including,  but not limited to,  administrative  salaries,  occupancy  costs and


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telecommunication   costs;  corporate,   general  and  administrative  expenses;
amortization and depreciation of assets and/ or start up fees.

      "NECA" means the National Exchange Carrier Administration.

      "Object  Code" shall mean  software  assembled  or compiled in magnetic or
electronic  binary  form on  software  media  which is  readable  and  usable by
machines but not generally readable by humans without reverse assembly,  reverse
compiling, or reverse engineering.

      "Other  Party" means a GoAmerica  Competitor  or another  entity or person
with materially adverse interests to GoAmerica.

      "Other Relay Types" means a future Relay Service not currently provided by
the Parties.

      "PDA" means a Product Development Agreement.

      "Performance  Standards"  means the  standards  as  described in Exhibit C
and/or any other applicable Statement of Work..

      "Predecessor Agreement" means the Services Agreement, as amended,  between
GoAmerica and, Nordia Inc. an affiliate of Stellar, commencing January 2, 2005.

      "Pre-Existing  Intellectual  Property" means all Intellectual Property (A)
owned or licensed by a Party,  the rights to, or  ownership  of which either (i)
pre-dates the Effective  Date, or (ii) arises  exclusively as a result of, or is
derived from,  independent  development by such Party and not as a result of the
performance  of this Agreement or of such Party's  exposure to any  Confidential
Information  or  other  Intellectual  Property  of the  other  Party;  or (B) is
expressly classified as "Pre-Existing  Intellectual Property" under the terms of
this Agreement.

      "Product  Development  Agreement"  means any new  GoAmerica  Service  that
requires technology development by Stellar as described in Exhibit C.

      "Queue"  means a holding  place for calls until a CA becomes  available to
handle a new call.

      "Relay  Service"  means  the  service  of  relaying  information  via  any
telecommunications  medium,  including without limitation automated and/or human
involvement,  to assist hearing  impaired  persons to  communicate  with hearing
persons.

      "Relay User" means an end user or customer of the GoAmerica Services.

      "Resolution"  means a  corrected  Situation  resulting  in fully  restored
Service.

      "Scheduled  Maintenance" means any planned activity for system maintenance
that results in a short period of Downtime agreed to in advance by both Parties,
and which shall not occur more frequently than reasonably necessary.

      "Service  Credit" means credit issued by either Party if it fails to meet,
at a minimum, any of the Support Level Metrics,  according to the Service Credit
Schedule in Exhibit C and/or an applicable Statement of Work.

      "Services" mean the Stellar Services and the GoAmerica Services.

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      "Session  Minutes" means  Conversation  Minutes plus the additional  Queue
and/or Call Set Up minutes for TRS,  all as defined by the policies and rules of
(a) the FCC and the NECA; or (b) a state.

      "Situation"  means equipment,  personnel,  software or service  connection
failure,  whether by Stellar,  its contractor and/or supplier,  which results in
Downtime.

      "Software" means  instructions for a computer or other equipment,  whether
in the form of Source Code, Object Code,  executable code, firmware or otherwise
and whether  tangible or  intangible  and includes any updates or  modifications
made by or at the instruction of the owner thereof.  Unless otherwise  specified
in this Agreement, access to Software refers to the Object Code version only.

      "Source Code" means the underlying  instructions for a computer written in
programming  languages,  including all embedded comments,  as well as procedural
code such as job control language statements, in a form readable by human beings
when  displayed  on a monitor  or  printed  on  paper,  etc.  and that  shall be
translated  (using  off-the-shelf  commercially  available  software  compilers,
linkers and  assemblers or other items  delivered to or reasonably  available to
Licensee,  including documentation) into a form that is directly executable by a
computer by a process  generally known as compiling or assembly,  along with any
related  Documentation.  "Status  Update" is a summary of steps  taken and to be
taken to resolve a Situation  and an estimate of  remaining  time to  Resolution
when such an estimate can be reasonably given.

      "State TRS" refers to individual  state  (including  District of Columbia)
sponsored telecommunication relay services.

      "Stellar  Affiliate" means an entity owned by or under common control with
Stellar or Stellar's immediate parent company.

      "Stellar  Competitor" means "Stellar Licensed  Software" means any and all
software  owned by or licensed to Stellar by a party other than Go America,  and
to which Stellar may provide GoAmerica access in accordance with this Agreement.

      "Stellar  Locations"  means the  locations  identified  in Exhibit A where
Stellar Services are provided by Stellar in conjunction with GoAmerica  Services
after the  Effective  Date,  including  any location  where Stellar may assume a
lease of MCI upon the closing of the Acquisition Agreement.

      "Stellar  Personnel" means any and all employees,  agents, and independent
contractors,  and any other person directly or indirectly retained by Stellar to
perform under this Agreement.

      "Stellar  Platform" means the proprietary  Stellar Relay Service platform,
also known as the Multimedia Relay  Communications  Center (MMRC), which enables
people  to  communicate  with  each  other  in  a  real  time  in  a  text-based
environment.

      "Stellar Proprietary  Software" means any and all Software and any and all
enhancements  improvements,  modifications,  and/or  derivative  works  thereto,
whether  operating systems software or application  software,  owned by Stellar,
and to which Stellar may provide  GoAmerica  certain  access in accordance  with
this Agreement  including the Stellar  Platform,  and any and all  enhancements,
improvements, modifications, and/or derivative works thereto.

      "Stellar  Services" mean the Relay Services provided by Stellar under this
Agreement,  to support the Relay  Services  offered by  GoAmerica  and routed to
Stellar via the GoAmerica Platform.


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      "Subject State TRS" refers to the state TRS contracts for  California,  DC
and Tennessee, collectively.

      "Support  Contact"  means  contact  person to  interface  with for support
issues  brought  directly to the  attention  of  GoAmerica by Relay Users and/or
issues  which  GoAmerica  or Stellar  becomes  aware of directly  or  indirectly
through monitoring the Portal, traffic, usage or other aspects of the Services.

      "Support Level  Metrics" mean  obligations by both Parties to meet certain
Performance  Standards as Specified in Exhibit C and/or applicable  Statement(s)
of Work.

      "Telecommunications   Relay  Services"  (TRS)  or  "Relay  Services"  mean
services provided by specially-trained  persons to relay telephone conversations
between people who are deaf, hard of hearing,  or speech-disabled  and all those
they  wish  to  communicate  with  by  telephone  including,  but  not by way of
limitation,  Internet  Protocol (IP) based relay services and all relay services
covered by the Subject State TRS contracts.

      "Tennessee  Relay Service" or "Tennessee  TRS" means  Tennessee  State TRS
relay  services,  as provided in the Rules of  Tennessee  Regulatory  Authority,
Chapter 1220-4-8 (Regulations for Local Telecommunications Providers).

      "Transition Fee" has the meaning given to such term in Section 7.7.1.

      "Transition  Services  Agreement" means the Transition  Services Agreement
entered into on even date herewith,  by and between MCI (d/b/a Verizon  Business
Services) and GoAmerica (or its  affiliates),  including all related  schedules,
exhibits and side letters relating  thereto,  as any of them may be amended from
time to time.

      "TRS  Rules"  means  TRS  policies  and rules  adopted  by the FCC and the
states, including, but not by way of limitation,  the rules encoded at Title 47,
Code of Federal Regulations, ss.64.601 - 64.605.

      "VIC Numbers" mean phone numbers acquired by Stellar on GoAmerica's behalf
for GoAmerica Services that enable voice-initiated telephone calls to be handled
through the GoAmerica Platform.

      2.    DESCRIPTION OF SERVICES.

            2.1 General

            2.1.1 During the term of this  Agreement,  Stellar shall provide the
Stellar  Services to GoAmerica  and/or Relay Users in performance and support of
the GoAmerica  Services,  pursuant to and in  compliance  with all FCC, NECA and
state rules, regulations, policies and other mandates relating to TRS as well as
in conformity with the express provisions of this Agreement.

            2.1.2  Pursuant  to  the  Change  Control  Procedures   (Exhibit  D)
additional GoAmerica Services may be added to this Agreement from time to time.

            2.2 Stellar Platform

            2.2.1 Stellar  Platform Usage - Stellar shall supply  GoAmerica with
access to the Stellar Platform,  initially on a basis  substantially  consistent
with that provided under the Predecessor


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Agreement.  The GoAmerica Platform shall interface with the Stellar Platform for
the purpose of the seamless relay communication for Relay Users.

            2.2.2 Stellar  Platform  Hosting - Stellar shall be responsible  for
operating,  maintaining and upgrading  regularly,  as  appropriate,  the Stellar
Platform at its own  expense.  Stellar  shall  manage its TRS  capacity  and the
Stellar  Platform to take into  account  the  forecasts  provided  by  GoAmerica
pursuant to Article 5.

            2.2.3 Stellar  Services  Staffing - Portions of the Stellar Services
shall be performed by CAs who will facilitate  relay  conversations  among Relay
Users  consistent  with  Exhibit C. CAs shall  provide  branded  handling of the
GoAmerica Services, using brands and messaging to be defined by GoAmerica in its
sole  discretion.  The initial training of Stellar  Personnel (i.e.,  before the
Effective  Date) and  training of Stellar  Personnel  required  in the  ordinary
course of business  shall be at Stellar's sole expense and shall be considered a
vital component of the Stellar Services.  Any additional  training  requested by
GoAmerica or reasonably required,  in Stellar's opinion, to support TRS provided
by Stellar due to any change in State TRS  regulations,  shall be subject to the
Change Control Process.

            2.2.4  Customer  Support - For the  GoAmerica  Services that are not
part of State  TRS,  Stellar  shall  provide  second-level  customer  support to
GoAmerica,  as promptly as  practicable  if there are no express  service  level
standards provided in the applicable  provision(s) of this Agreement.  For State
TRS,  Stellar will  provide  first level  (direct  contact with the Relay Users)
Customer Support. Such customer support shall consist of expedient resolution of
Relay  User  questions  and/or  complaints,  and  proper  documentation  thereof
according to FCC requirements. Customer support shall be provided to Relay Users
24 hours-per-day,  seven days-per-week or such lesser periods that an applicable
State TRS Contract expressly permits.

            2.2.5 Submission of Conversation  Minutes to GoAmerica - By the 10th
business day of each month,  Stellar shall deliver to GoAmerica accurate reports
of daily Conversation and Session Minutes, broken out for each Stellar Location,
for the prior month in the format used under the  Predecessor  Agreement  unless
the  Parties  agree  otherwise.  Said  reports  shall  provide the basis for the
monthly  payment  reimbursement  reports  submitted  by GoAmerica to NECA and/or
state TRS  administrators  for non-video relay services.  Pursuant to Article 7,
GoAmerica shall provide Stellar with a copy of the relevant portions of any such
payment reimbursement reports that are based on the monthly reports delivered to
GoAmerica under this Article promptly after GoAmerica's submission thereof.

      2.3   Change Control Process

      In order to optimize the communication and  implementation of non-ordinary
course changes and/or new service obligations, the Parties will use commercially
reasonable efforts to abide in good faith with the administrative procedures set
forth on Exhibit D hereto.

      3.    OTHER STELLAR OBLIGATIONS.

      3.1   Quality Assurance Management.

      To ensure  quality  control of the  GoAmerica  Services  provided to Relay
Users,  and to  ensure  that  Stellar  is  meeting  the  Performance  Standards,
GoAmerica  reserves the right (either itself or through a contractor which shall
be  identified  to Stellar  sufficiently  in advance to allow  Stellar to advise
GoAmerica of Stellar's reasonable objection to the use of such contractor, which
objection  GoAmerica  agrees to abide  by),  to  remotely  monitor,  or  monitor
on-site,   the  traffic  of  Relay  users  and  other  activities  performed  on
GoAmerica's  behalf  pursuant to this  Agreement  without prior notice to


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either Stellar or CAs or other Stellar  Personnel.  On-site  monitoring by or on
behalf of GoAmerica is subject to no less than two business days advance written
notice.  Any  monitoring of TRS also is subject to prior  notification  to Relay
Users and/or the approval of all parties to the TRS  session;  monitoring  shall
also be subject to compliance with applicable Laws.

      3.2   Workforce and Product Reporting.

      Stellar shall provide GoAmerica with daily, weekly and monthly performance
reports,  covering  the same  metrics  and in the same  format  as  provided  to
GoAmerica under Exhibit A, Paragraph 4 of the Predecessor  Agreement except that
the reports shall also cover all the Subject State TRS programs. Reporting shall
be both on an aggregate basis and broken out by Stellar Location and subtotal by
GoAmerica Service entry point modality. For the avoidance of doubt regarding the
metrics covered by the Predecessor Agreement the reports shall be electronically
transmitted to GoAmerica and shall cover the following: (a) Session Minutes; (b)
Conversation  Minutes;  (c)  customer  complaints:  total  number and content of
complaints  received by Stellar from Relay Users,  and  summarized  handling and
resolution of customer  complaints  according to FCC and state regulations;  (d)
call  statistics:  a summary of all  call-related  statistics  and call handling
detail,  including,  but not limited to,  total  number of inbound and  outbound
relay calls placed, call set up and wrap-up times, average length of call, calls
and  minutes  generated  by time  of day  and  date  in  fifteen-  (15-)  minute
increments;  (e)  compliance  summary:  a summary of  Stellar's  performance  in
relation  to the  requirements  established  by the FCC and  Subject  State  TRS
programs, as defined in Exhibit C, Section 1. Notwithstanding and in addition to
the foregoing,  for each day that Stellar fails to meet any Service Level Metric
specified  in Exhibit C,  Section 2,  Stellar  shall  provide  GoAmerica  with a
written  detailed summary of all such failures within three (3) business days of
occurrence so that  GoAmerica can maintain a  contemporaneous  log from which to
prepare its FCC compliance  filings and so that GoAmerica is better  prepared to
assist in timely mitigating any future failures.

      3.3   Audits and Record Retention.

            3.3.1 General Audit Rights.  Stellar shall permit  GoAmerica  and/or
its agents or  independent  auditors,  upon no less than ten (10)  business days
prior written notice,  to audit  Stellar's books and records  (including but not
limited  to  payroll  tax  records)  pertaining  to  the  Services  provided  in
connection with this Agreement  (including all staffing  records for the Stellar
Locations) and Stellar agrees to cooperate fully in the performance of each such
audit,  provided that GoAmerica  shall not conduct or cause to be conducted more
than two such audits during any twelve  consecutive month period.  Stellar shall
maintain its records in good  condition and readily  accessible for a minimum of
two (2) years after the date the records were created or last edited,  whichever
is longer,  and shall comply with all  reasonable  requests by GoAmerica to make
available books and records necessary or prudent for such audit.

            3.3.2 Accounting Audit  Requirements.  In the event that GoAmerica's
independent  auditor  reasonably  believes it  necessary  or prudent in order to
facilitate   preparation  of  GoAmerica's  annual  and/or  quarterly   financial
statements,  Stellar agrees to provide to GoAmerica on a regular basis, based on
the  timing  of  preparation  of  Stellar's   annual  and  quarterly   financial
statements,  a SAS 70 review under United States Generally  Accepted  Accounting
Principles (and, to the extent applicable and practicable, the relevant Canadian
equivalent) for the Services provided hereunder;  provided that,  GoAmerica may,
in its sole  discretion,  waive any such audit request or  requirement.  For any
such  audit,   GoAmerica   agrees  to  reimburse   Stellar  the  lesser  of  (i)
fifty-percent  (50%) of any costs  incurred  by  Stellar,  including  reasonable
management costs, in compliance with the provision of an SAS 70 (or the Canadian
equivalent) or (ii) seventy-five thousand dollars ($75,000).


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      3.4   Monthly Performance Review.

      Stellar  shall  meet with  GoAmerica  no less  than on a monthly  basis to
review  operations  performance.  Such  meetings  shall  be held  at a time  and
location to be determined by the Parties.

      3.5   Communication.

      Stellar  Management shall maintain  performance review  communication,  no
less than on a weekly basis,  with GoAmerica  management,  and Stellar shall act
promptly to resolve contract performance issues upon specification by GoAmerica.

      3.6   Ethics Obligations.

      Stellar  acknowledges  that it has received and reviewed a copy of (1) the
GoAmerica  Code of Business  Ethics and Conduct,  a copy of which is located at;
http://www.goamerica.com/company/  ethics_emp.php,  (2) The National Association
of the Deaf and the Registry of  Interpreters  for the Deaf, Inc. Code of Ethics
(http://www.rid.org/ethics/code/index.cfm/AID/66); and (3) the FCC and State TRS
compliance  requirements  referred to in Exhibit C,  Section  1.1.,  and Stellar
agrees to  perform  the  Services  in  accordance  with the  principles  set out
therein.

      3.7   Permits, Fees and Notices.

      Stellar shall, at its sole expense and obligation,  obtain and pay for all
permits and approvals necessary or appropriate to perform all of its obligations
under this Agreement,  including performance of the Services, in compliance with
applicable Laws,  provided,  however,  that GoAmerica is solely  responsible for
obtaining any federal or state authorizations, permits or approvals, required to
provide the TRS which is the subject of this Agreement.

      3.8   Stellar's Legal Compliance.

      Stellar shall comply with all  applicable  Laws,  rules,  regulations  and
ordinances  applicable  to the  Services  provided  to  the  Relay  Users.  Upon
execution of this  Agreement  GoAmerica  shall supply Stellar with a copy of all
the Subject State TRS contracts and Stellar shall provide  services to GoAmerica
in compliance with said contracts unless,  it is commercially  impractical to do
so in which case Stellar shall  otherwise  advise  GoAmerica in writing at least
thirty  (30)  days  before  the  Effective   Date.  Upon  receipt  of  any  such
notification,  the  Parties  shall use best  efforts  promptly  to  resolve  any
concerns  which  Stellar  may have and,  failing  that,  may invoke the  Dispute
Resolution Provisions in Article 17 of this Agreement.

      4.    GOAMERICA OBLIGATIONS.

      4.1   GOAMERICA PLATFORM.

      GoAmerica shall be responsible to, provide, maintain and operate, directly
or indirectly,  at its own expense, the GoAmerica Platform needed to develop and
manage the GoAmerica  Services that shall  interface with the Stellar  Platform.
GoAmerica  shall use its  commercially  reasonable  best efforts to maintain all
aspects of the GoAmerica  Platform within its control so that Stellar is able to
meet the performance standards set forth in Exhibit C.


                                       9
<PAGE>


      4.2   LEGAL COMPLIANCE.

      GoAmerica shall comply with all applicable  Laws,  rules,  regulations and
ordinances  applicable to the GoAmerica  Services and agrees to promptly deliver
to  Stellar  a copy of all  governmental  notices  received  by or on  behalf of
GoAmerica in connection with the Services.

      4.3   PERFORMANCE REVIEW AND MONITORING.

      In connection  with remote or on-site  monitoring or audit by or on behalf
of  GoAmerica,  GoAmerica  agrees  to  abide  by  Stellar's  reasonable  access,
identification,  security,  safety,  conduct or similar policies that are not be
employed in bad faith to deny or delay access.  During any meetings with Stellar
personnel, a Stellar management  representative may be in attendance.  GoAmerica
agrees to meet with Stellar as contemplated in Article 3.

      4.4   COMPENSATION OF STELLAR.

      GoAmerica  shall  compensate   Stellar  for  its  performance  under  this
Agreement in accordance with the provisions of Articles 4, 5, 7, 9 and Exhibit B
hereof, and any other applicable  express provisions  contained in any Statement
of Work.  In addition,  GoAmerica  shall  promptly  provide  Stellar  electronic
notification of all reimbursement payments received from NECA or a Subject State
TRS program for said TRS, including the amount of the reimbursement.

      4.5   FORECASTS AND PERFORMANCE STANDARDS.

      GoAmerica,  shall  satisfy  the  forecasting  obligation  for the  Stellar
Services as stated in Article 5. In addition, where applicable,  GoAmerica shall
be held to the  Performance  Standards  listed  in  Exhibit  C or other  express
provisions hereof.

      4.6   MINIMUM ANNUAL TRAFFIC VOLUME.

            4.6.1 In each full year (or portion thereof),  starting on the first
day of the month that  falls at least one  hundred  eighty  (180) days after the
Effective  Date,  GoAmerica shall deliver to Stellar at least  thirty-four  (34)
million IP Relay Session  Minutes,  referred to herein as the "Base  Volume." If
the actual volume of IP Relay Session  Minutes is less than the Base Volume in a
given year then, in addition to any payment for  Conversation or Session Minutes
otherwise  due  Stellar,  GoAmerica  shall  pay  Stellar  a fee  equal  to $0.10
multiplied by the difference between the Base Volume and the actual volume of IP
Relay Session Minutes.

            4.6.2 At the end of each year (or portion thereof), if GoAmerica has
delivered to Stellar less than thirty-four million (34,000,000) IP Relay Session
Minutes  (or such other  number as  pro-rated  for such  portion of such  year),
GoAmerica  shall pay to Stellar the fee determined as set forth in Section 4.6.1
hereof; provided,  however, that any payments owed by GoAmerica to Stellar under
Section  4.6.1 shall be  decreased  by any amounts  paid by GoAmerica to Stellar
pursuant to Section 5.6 for such year (or portion thereof).

            4.6.3 The  provisions  of Sections  4.6.1 and 4.6.2 shall only apply
during  any  year in  which  Stellar  provides  services  to  support  GoAmerica
offerings under one or more Subject State TRS contracts for at least two hundred
and forty (240) days.  If Service  under the last Subject  State TRS Contract is
ended before a full year has run,  then the Base Volume shall be pro rated based
on the percentage of the full year during which service is provided by Stellar.


                                       10
<PAGE>


      4.7   OTHER GOAMERICA OBLIGATIONS

      As promptly as practicable upon the closing of the Acquisition,  GoAmerica
shall communicate the post-closing  plans of GoAmerica to any existing employees
of the  counterparty  to the  Acquisition  Agreement to whom Stellar shall offer
employment  under  said  Acquisition  Agreement.  Such  communication  shall  be
provided to each such  employee in writing and a draft of said writing  shall be
delivered  to Stellar  at least ten (10) days in  advance of the  closing of the
Acquisition so that Stellar can provide  GoAmerica with its written  comments on
the draft. The communication shall, among other things, advise any such employee
that (1) GoAmerica  and/or its contractors may outsource the support for all TRS
offerings currently provided by the counterparty and/or terminate the employment
of all  existing  employees;  and (2) inform said  employees  of the  employment
options being offered by GoAmerica and Stellar to said employees.

      5.    FORECASTING.

      5.1 GoAmerica  acknowledges that Stellar requires accurate  forecasts from
GoAmerica to be able to meet the Performance  Standards in Exhibit C. GoAmerica,
accordingly, shall provide Stellar with forecasts as set forth herein.

      5.2 GoAmerica will provide Stellar with a 12-month forecast of the Session
Minutes  expected  in the  forthcoming  calendar  year that is  (January  1st to
December 31st) by October 1 of each year (the "12 Month Forecast"). For example,
for  the  avoidance  of  doubt,  on the 1st  October  2008 a  12-month  forecast
commencing  on January 1st 2009 will be  received by Stellar.  Each month of the
12-month forecast is the Monthly Session Minute Forecast.

      5.3 On the  first  business  day of each  month,  GoAmerica  will  provide
Stellar  with a "Rolling  Three Month  Forecast"  based on the  Monthly  Session
Minute  Forecast.  For the avoidance of doubt, on the 1st January 2009 a Rolling
Three Month Forecast will be received for the calendar months of February, March
and April 2009.  Stellar will confirm  receipt of this  forecast  within one (1)
business day. If Stellar is close to capacity  (taking into account Section 5.5)
and,  therefore,  may not be able to meet  the  Three  Month  Rolling  Forecast,
Stellar  shall provide  GoAmerica  with written  notice in  connection  with the
forecast  confirmation  process and the parties shall agree on a new Three Month
Rolling Forecast.

      5.4 The first  month of the Rolling  Three  Month  Forecast is the "Locked
Session Minute  Forecast" and upon submitting each Rolling Three Month Forecast,
GoAmerica  shall  confirm,  in writing to Stellar,  that the first month of said
forecast  shall be treated as  "locked"  by Stellar.  A "Locked  Session  Minute
Forecast" shall not be revised unless expressly  agreed by the Parties.  Stellar
will create "Daily Forecasts" (a breakdown of the Locked Session Minute Forecast
into the days of the month) and provide  these  forecasts to  GoAmerica  six (6)
business days after receipt of the Rolling Three Month Forecast from GoAmerica.

      5.5 The Stellar  Services will be planned to accommodate 110% of the daily
Locked Session Minute  Forecast while still meeting the  Performance  Standards.
Stellar shall use reasonable  commercial efforts to accommodate  Session Minutes
in excess of 110% of the Locked Session Minutes, but shall not be subject to any
Service Credit for such days unless the  Performance  Standards in Exhibit C are
not met.

      5.6 If the total actual Session Minutes  received from GoAmerica  during a
month are 15% or more below the Locked Session Minute Forecast,  and Stellar has
met  the  Grade  of  Service  requirements,  Stellar  has  not  experienced  any
Stellar-controlled  outages, and neither Stellar nor GoAmerica has experienced a
force majeure event (of the type described in Section 19.1),  GoAmerica will pay
Stellar for 85% of the  Conversion  Minutes based on the Locked  Session  Minute
Forecast


                                       11
<PAGE>


using a conversation  ratio of  Conversation  Minutes to Session Minutes derived
from the average ratio of  Conversation  to Session  Minutes during the previous
three months.

      5.7 The  unlocked  period  (the last two (2) months of the  Rolling  Three
Month  Forecast) is subject to change when the next Rolling Three Month Forecast
is sent.  That is,  GoAmerica  may  increase or decrease  the  previous  3-month
Forecast (now 2 months) by 10% and the previous 2-month Forecast (now the locked
month) by 5%. For the  avoidance  of doubt,  the agreed  increase or decrease in
forecast Session Minutes in the previous sentence is illustrated in Schedule 5.7
hereto.

      6.    REPRESENTATIONS AND WARRANTIES.

      6.1 Stellar and GoAmerica,  each as to  themselves,  warrant that they are
corporations duly incorporated,  validly existing and in good standing under the
Laws of their  respective  state of  incorporation,  duly  qualified and in good
standing in all states and  jurisdictions  where the failure to be so  qualified
and in good standing would have a material  adverse affect on said  corporation,
and have all requisite corporate power and authority to control,  license, lease
and/or use all of their  respective  assets and  properties and to conduct their
respective businesses as currently conducted and to enter into and perform fully
this Agreement.

      6.2  Stellar  represents  and  warrants  that the  Services it provides or
causes to be provided  hereunder shall be performed in a professional  manner in
accordance with applicable  industry  standards and shall comply in all material
respects with the Stellar warranties,  specifications and other requirements set
forth in this  Agreement.  Further,  Stellar  represents  and warrants  that the
Services  to be  delivered  or  rendered  by or on its behalf  pursuant  to this
Agreement shall be of the kind and quality  necessary to perform fully the terms
and  spirit of this  Agreement,  and all such  Services  shall be  performed  by
qualified persons.

      6.3 Stellar  warrants and represents that it is not currently bound by any
other agreements,  restrictions or obligations, and Stellar agrees not to assume
any such obligations or restrictions  that do or would in any way interfere with
the Services to be furnished by Stellar to GoAmerica under this Agreement.

      6.4 GoAmerica  warrants and represents  that it is not currently  bound by
any other agreements,  restrictions or obligations,  and GoAmerica agrees not to
assume  any  such  obligations  or  restrictions,  which  do or would in any way
interfere with GoAmerica's obligations to Stellar under this Agreement.

      6.5  The  execution,  delivery  and  performance  by  each  Party  of this
Agreement and the consummation of the transaction  contemplated hereby have been
duly and validly authorized by all necessary corporate action, as applicable, on
the part of each of the Parties.  This  Agreement  has been,  when  executed and
delivered as contemplated by this Agreement,  will be duly and validly  executed
and delivered by each Party, and when delivered,  will constitute  legal,  valid
and binding obligation of each Party.

      6.6  GoAmerica  warrants and  represents  that the  GoAmerica  Proprietary
Software used in the GoAmerica  Services does not infringe upon the  proprietary
rights of any third party.  Stellar warrants and represents that the Services or
other materials  provided by Stellar in the Stellar Services or Stellar Platform
does not infringe upon the proprietary rights of any third party.

      6.7 As of the  date  of  this  Agreement,  there  are no  suits,  actions,
proceedings and litigation  pending,  and, to the knowledge of each party, as of
the date of this agreement,  there are no  investigations  pending or threatened
against any of the  Parties,  which  question  the legality or propriety of this
Agreement, or any of the transactions contemplated thereby.


                                       12
<PAGE>


      6.8 EXCEPT AS EXPRESSLY SET FORTH IN THIS  AGREEMENT,  THE PARTIES MAKE NO
OTHER  WARRANTIES,  EITHER  EXPRESS  OR  IMPLIED,  TO  THE  OTHER  PARTY  OR ITS
AFFILIATES AS TO EITHER PARTY'S PROPRIETARY  SOFTWARE OR ANY OTHER SOFTWARE USED
IN SUCH PARTY'S  PERFORMANCE  OF THIS  AGREEMENT AND ALL OTHER  WARRANTIES  WITH
RESPECT TO ANY SUCH SOFTWARE,  EXPRESS OR IMPLIED,  ARE EXPRESSLY DISCLAIMED AND
EXCLUDED,   INCLUDING,   WITHOUT   LIMITATION,   ANY   IMPLIED   WARRANTIES   OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

      6.9 THE  WARRANTIES  CONTAINED IN THIS  AGREEMENT ARE THE ONLY  WARRANTIES
MADE BY THE PARTIES.

      6.10 Each of the Parties  represent  and warrant that no Law prohibits the
Parties from entering into this  Agreement and  performing the covenants of such
Parties.

      7.    COMPENSATION TO STELLAR.

      7.1 GoAmerica  shall  compensate  Stellar for its  performance  under this
Agreement  as set  forth  in  Articles  4,  5, 7, 9,  Exhibit  B and any  agreed
applicable Statement of Work.

      7.2 GoAmerica shall provide  Stellar with a copy of the relevant  portions
of any payment reimbursement reports made to NECA or a Subject State TRS program
that are based on the monthly reports  delivered to GoAmerica under this Article
promptly after GoAmerica's  submission thereof.  Stellar shall invoice GoAmerica
monthly for the prior Monthly  Activity  within fifteen (15) calendar days after
the close of such prior  month.  GoAmerica  shall  process and pay the  invoiced
amount,  except to the extent of any good faith  dispute,  service  credits  (as
defined  in Exhibit C) or  missing  or  insufficient  supporting  documentation,
through  GoAmerica's  normal payment channels,  by wire transfer,  not to exceed
five (5) business days following GoAmerica's receipt of payment from the NECA or
Subject  State TRS program  administrator  for the period to which each  Stellar
invoice  relates.   In  addition,   GoAmerica  shall  promptly  provide  Stellar
electronic  notification of all  reimbursement  payments received from NECA or a
Subject State TRS program for said Stellar Services, including the amount of the
payment.

      7.3 If  GoAmerica,  in good faith,  disputes any portion of the invoice or
has an issue regarding any supporting  documentation  related thereto,  it shall
endeavor to notify Stellar as to the particulars of such dispute or issue within
ten (10) business days of the receipt of the disputed  invoice and  accompanying
detail or promptly thereafter upon any subsequent discovery.  Both Parties shall
make a good faith effort to resolve any disputes  within  fifteen (15)  business
days after such  notification.  GoAmerica shall have the right to withhold funds
equal to the  amount of the  dispute or issue,  provided  that  GoAmerica  shall
process and pay any undisputed  amounts pursuant to the terms of this Agreement.
Receipt or  payment  of any  invoice by  GoAmerica,  or  GoAmerica's  failure to
dispute  or take  issue  with any  aspect  of any  such  invoice,  shall  not be
construed as a waiver of, or otherwise  prejudice in any way, any of GoAmerica's
rights,  remedies or claims with respect to audit and/or  recovery and/or offset
and/or indemnification under this Agreement, at law or in equity.

      7.4 All dollar amounts set forth in this Agreement are in U.S. dollars and
all payments  from or on behalf of GoAmerica to or on behalf of Stellar shall be
remitted only within the United States of America.

      7.5 The following exchange rate adjustment  provisions shall only apply to
Stellar Services  provided at a Stellar Location in Canada through February 2008
and used to support IP Relay. The  compensation  stated by Stellar for offerings
provided at a Stellar  Location in Canada through February 2008 assumes that the
exchange rate between the U.S.  dollar and the Canadian

                                       13
<PAGE>



dollar  remains  within  a band  of  CDN$1.15-CDN$1.25/U.S.$1.  If  the  average
exchange  rate for any given month falls  outside  this band,  then Stellar will
invoice  GoAmerica  based on the maximum or minimum  exchange rate for the above
band, as applicable,  that is closest to the average  monthly  exchange rate for
that month.

For example: if the foreign exchange rate is at CDN$1.30/U.S.$1,  the applicable
exchange rate will be CDN$1.25/U.S.$1.  Similarly,  if the foreign exchange rate
is at CDN$1.10/U.S.$1 the applicable  exchange rate will be CDN$1.15/U.S.$1.

In any month where  Stellar  seeks an exchange  rate  adjustment,  Stellar shall
provide GoAmerica appropriate supporting  documentation  regarding the volume of
Conversation or Session Minutes originated in Canada and the applicable exchange
rates,  and show the  difference  between the invoiced  amount under the monthly
prevailing and adjusted exchange rate.

      7.6 If any change to a FCC and/or  applicable  Subject  State TRS  service
requirement  directly  results in Stellar  needing to provide  more than fifteen
(15) hours of  related  per-agent  training,  in excess of  regularly  scheduled
training for such agent,  during any three (3) month period during the first six
(6)  months  immediately  following  commencement  of such  government  mandated
service requirement(s),  such changes will be managed through the Change Control
Process and GoAmerica  shall  reimburse  Stellar its reasonable  direct costs of
necessary training that exceeds such training threshold.

      7.7   Transition Fee.

            7.7.1  Subject  to the  terms  and  conditions  of  this  Agreement,
GoAmerica  agrees to pay to Stellar a Transition  Fee equal to the lesser of (i)
$5,500,000 payable in sixteen (16) equal and consecutive quarterly  installments
commencing  on the  first  business  day  falling  thirty  (30)  days  after the
Effective  Date or (ii)  fifty-percent  (50%) of  Stellar's  actual,  direct and
documented  Losses incurred in connection with Services  relating to the Subject
State TRS business (the "Transition Fee").

            7.7.2  Subject to  Section  7.7.4  below,  if  GoAmerica  terminates
Services  relating  to the  Subject  State  TRS  business  in full  prior to the
Effective Date,  then GoAmerica shall promptly  reimburse to Stellar the actual,
documented,  direct expenses or costs incurred by Stellar in the ordinary course
of business prior to the date of such notice of  termination  that were incurred
solely in connection  with its  preparation  for servicing the Subject State TRS
business.  In such case,  GoAmerica shall not be obligated to pay the Transition
Fee to Stellar. GoAmerica may audit and review any such expenses or costs and if
GoAmerica  disagrees with such amounts,  the Parties agree to work in good faith
to resolve such disputed amount in a commercially reasonable manner.

            7.7.3 If GoAmerica terminates Services relating to the Subject State
TRS business in full after the Effective  Date pursuant to Section  9.5.1,  then
GoAmerica  shall  promptly  pay to Stellar  the  Transition  Fee as set forth in
Section 7.7.1 hereof. GoAmerica may audit and review any such expenses or costs,
and if GoAmerica disagrees with such amounts,  the Parties agree to work in good
faith to resolve such disputed amount in a commercially reasonable manner.

            7.7.4   Notwithstanding  the  foregoing,   GoAmerica  shall  not  be
responsible  for and shall not have any obligation to reimburse  Stellar for any
costs and expenses over $50,000  incurred by Stellar prior to the Effective Date
unless Stellar has received GoAmerica's prior written consent to incur such cost
or expense, which shall not be unreasonably withheld or delayed so long as it is
reasonably related, in Stellar's good faith judgment,  to the timely fulfillment
of its obligations under this Agreement.

                                       14
<PAGE>


      7.8 At any time or from time to time, at GoAmerica's option, GoAmerica may
(i) request from Stellar evidence of all actual,  direct and documented expenses
incurred by Stellar for which Stellar would be entitled to  reimbursement  under
this  Section 7 and (ii)  upon  receipt  of such  evidence,  promptly  reimburse
Stellar for GoAmerica's portion of all such expenses.

      7.9 Stellar  agrees to honor accrued  employee  vacation time set forth on
Schedule 7.9 for employees of MCI to be hired by Stellar  after the  Acquisition
pursuant to that certain Assignment and Assumption  Agreement to be entered into
between the Parties in connection  with the  Acquisition  to the extent that any
such employee does not receive cash payment for such accrued vacation time on or
about  the  Effective  Date from MCI or  GoAmerica.  GoAmerica  shall  reimburse
Stellar for any such accrued vacation by paying to Stellar the aggregate accrued
vacation for such MCI employees as set forth in the Acquisition  Agreement on or
at the consummation of the Acquisition. Such payments shall be made in two equal
installments  on the last day of the second  and third  quarters  following  the
Effective Date.

      8.    RELATIONSHIP OF PARTIES.

      8.1   INDEPENDENT CONTRACTOR STATUS.

      Stellar  shall at all times be an  independent  contractor  for  GoAmerica
Services performed under this Agreement.  Accordingly, nothing in this Agreement
shall be construed as creating the relationship of employer and employee between
the Parties, or between GoAmerica and the employees of Stellar.  Stellar and its
employees  and/or  agents  shall in no way be, or be deemed to be,  employees of
GoAmerica.  Stellar shall be responsible for all staffing and selection, hiring,
firing,  disciplinary  procedures and all other employee  relations  matters for
Stellar  Personnel  performing  Services under this Agreement.  Stellar shall be
responsible for all wages,  salaries,  benefits,  workplace safety and insurance
act  compensation,  unemployment  compensation  and other  amounts  due  Stellar
Personnel,  as well as the withholding of taxes, social security including FUTA.
GoAmerica  shall not have any  responsibility  for any Stellar  employee-related
wage or benefit items.  Nordia is responsible for all taxes,  licenses,  permits
and other  requirements  that may be imposed by  applicable  Law on its business
(including provision of the Stellar Services hereunder).

      8.2   EXCLUSIVITY.

      Notwithstanding anything to the contrary in this Agreement, Stellar agrees
that  during  any  term of  this  Agreement,  neither  Stellar  nor any  Stellar
Affiliate  shall  provide  Relay  Services for Internet  Protocol or Video Relay
Service call types  originating  in the United  States of America,  to any relay
service provider other than GoAmerica.  In the event that Stellar or any Stellar
Affiliate  intends to seek a state TRS contract,  Stellar shall notify GoAmerica
in writing  promptly of such  intention and offer  GoAmerica the  opportunity to
jointly pursue such state TRS contract with Stellar.  Any and each such offer by
Stellar shall remain open for up to thirty (30) days (unless  Stellar shall have
notified  GoAmerica  in writing  sooner  that  Stellar  will no longer seek such
contract), by which time GoAmerica must either accept in writing Stellar's offer
or waive its right to join with  Stellar  in pursuit  of such  contract  and the
related  exclusivity  protection  provided in the first sentence of this Section
8.2 with respect to such contract.  If Stellar or any Stellar  Affiliate intends
to  seek  a  service  contract  or  similar  right  to  provide  Relay  Services
originating  outside of the United States of America,  Stellar  agrees to inform
GoAmerica  promptly  of each such  opportunity  in order  that the  Parties  may
consider working together on such opportunity.

                                       15
<PAGE>

      9.    TERM AND TERMINATION.

      9.1   TERM.

      This  Agreement  shall have an Initial  Term of sixty (60) months from the
Effective Date. GoAmerica shall have the right to renew this Agreement for up to
three additional two-year terms upon such conditions, including compensation, as
the Parties may mutually agree,  by providing  written notice to Stellar no less
than one hundred  twenty (120) calendar days prior to the expiration of the then
current  term  provided,  however,  that the  Agreement  shall  expire after the
Initial  Term (or a renewal  term) if the  Parties  are unable to agree upon the
conditions for any further term prior to the start of such further term.

      9.2   TERMINATION - GENERAL.

      Upon  the  termination  of any of  the  Services,  the  Parties  agree  to
cooperate in good faith, and to use commercially reasonable efforts, to minimize
and mitigate any expenses or cost  incurred by either Party in  connection  with
such termination.

      9.3   TERMINATION FOR CAUSE.

      Other than as specifically  provided to the contrary herein,  either Party
may  terminate  this  Agreement in whole or in part for  material  breach by the
other Party,  without  liability,  and without prejudice to any other remedy the
non-breaching  Party  may  have if the  other  Party  materially  breaches  this
Agreement  and fails to cure such breach  within thirty (30) calendar days after
receipt of written notice specifying such breach.  If GoAmerica  terminates this
Agreement due to Stellar's  material  breach of this  Agreement,  Stellar hereby
grants  to   GoAmerica   a   non-exclusive,   non-terminable,   fully-paid   up,
royalty-free,  transferable,  worldwide  license to use or otherwise exploit any
Stellar Propriety  Software or the Stellar Platform  necessary for the provision
of the Services  hereunder for one hundred eighty (180) days to allow  GoAmerica
to transition to another provider of such Services;  provided, however, that any
such license shall only be used in connection with Stellar's continued provision
of Services at the Stellar Locations.

      9.4   TERMINATION WITHOUT CAUSE.

      GoAmerica  may  terminate  this  Agreement  without  cause;  provided that
GoAmerica:  (a) shall provide Stellar with ninety (90) days prior written notice
and (b) shall pay Stellar within ninety (90) days of such date of termination of
this Agreement the lesser of (i) the direct,  actual and documented  expenses or
Losses  incurred by Stellar in  association  with the  Services  relating to the
Subject State TRS call centers (i.e.,  Memphis, TN and Riverbank,  CA) in excess
of the  Transition  Fee paid by GoAmerica to Stellar  pursuant to Section 7.7 or
(ii) the following:

Period following Effective Date                  Amount Payable
-------------------------------                  --------------

          0-6 months                               $8 million
          > 6 months                              $12 million
          > 12 months                             $13 million
          > 24 months                             $10 million
          > 36 months                              $7 million
          > 48 months                              $2 million


                                       16
<PAGE>


      9.5   SPECIAL GOAMERICA TERMINATION RIGHTS.

            9.5.1  Disposition of State TRS Contracts.  Consistent  with Section
7.7,  GoAmerica  may terminate one or more of the Subject State TRS contracts or
transfer said  contract(s) to a third party  provided,  however,  that GoAmerica
shall provide Stellar ninety days (90) prior written notice,  and shall continue
to pay Stellar the Transition Fee.

            9.5.2 Business  Consolidation.  GoAmerica also may direct Stellar to
close one or more of the Subject State TRS call centers (i.e.,  Memphis,  TN and
Riverbank,  CA) that supply  Stellar  Services to the Subject TRS  contracts and
consolidate the Stellar Services at such other locations as Stellar, at its sole
discretion  may choose,  provided,  however,  that  GoAmerica  (a) shall provide
Stellar with ninety (90) days prior written notice; and (b) shall simultaneously
provide  Stellar  with a legal  opinion,  reasonably  satisfactory  to Stellar's
counsel,  opining  that the  requested  closure of the State TRS call  center is
lawful  together  with  appropriate  supporting  documentation;  and  (c)  shall
continue to pay Stellar the Transition Fee.

            9.5.3 Consistent with Section 7.7, in calculating the Transition Fee
due to Stellar  under  Sections  9.5.1 and 9.5.2,  the  Transition  Fee shall be
reduced to the extent that upon disposition of any Subject State TRS contract or
closure of a Subject  State TRS  facility,  Stellar is relieved from any cost or
liability (e.g.,  facilities leases) that it has or would have incurred absent a
contract  cancellation and/or a facilities closure.  The parties shall confer in
good faith to  quantify  the  reduction,  if any, in the  Transition  Fee due to
Stellar.

            9.5.4  Interpretations  of  Section  9.5.  The  provisions  of  this
Sections 9.5 shall apply  notwithstanding  any other provision of this Agreement
and in the event of any inconsistency therewith, the terms of Sections 9.5 shall
prevail and take  precedence,  provided,  however,  that  nothing in Section 9.5
shall be construed  as or have the effect of,  altering  Stellar's  status as an
independent contractor pursuant to Article 8.

      9.6   LIQUIDITY AND CASH.

      GoAmerica shall maintain not less than  seventy-five  percent (75%) of the
unpaid  portion  of the  Transition  Fee  from  time  to  time  as  cash-on-hand
(represented by cash, cash equivalents or additional  borrowings  available upon
request of GoAmerica on any line of credit),  as reported in any Form 10-Q filed
by GoAmerica with the Security Exchange  Commission;  provided that if GoAmerica
shall  fail to meet  such  requirement  (as  reported  in any such  Form  10-Q),
GoAmerica shall have ninety (90) days to cure any such deficiency.  In the event
that  GoAmerica  does not cure any such  deficiency  within such ninety (90) day
period,  Stellar  may  exercise  any  remedies  available  to Stellar  under the
Agreement, including those remedies set forth in Section 9.3.

      9.7   BANKRUPTCY.

            9.7.1  GoAmerica  may  terminate  this  Agreement  immediately  upon
written notice,  and without  liability,  if (a) Stellar makes an assignment for
the  benefit of  creditors  other than  assignments  made in the  conduct of its
day-to-day  business or admits its  inability to pay its debts as they come due;
or (b)  proceedings  under any  bankruptcy  or  insolvency  laws are  instituted
against  the  Stellar  or a  receiver  is  appointed  or any of  its  assets  or
properties and such proceedings are not dismissed,  discharged, or stayed within
sixty (60) calendar day.

            9.7.2 Stellar may terminate this Agreement  immediately upon written
notice,  and  without  liability,  if  GoAmerica  undergoes  a change of control
following any bankruptcy or insolvency proceeding of GoAmerica.

                                       17
<PAGE>

      9.8   TERMINATION FOR LEGAL/REGULATORY DEVELOPMENTS.

      With  prior  written  notice of not less than  thirty  (30)  days,  unless
shorter prior notice is require by the circumstances, either Party may terminate
any Service provided under this Agreement, in the event of judicial,  regulatory
or legislative change rendering performance of such Service under this Agreement
impossible or illegal.  Any Party that contemplates giving notice of termination
under this  Article 9.6 shall in addition to the  aforementioned  prior  notice,
inform the other  Party in writing  as soon as  becomes  aware of any  judicial,
legislative  or regulatory  development  that may make the  performance  of this
Agreement  impossible or illegal.  Upon issuance of such an advance notice,  the
Parties  shall  confer  and  take  such  action  as they may  mutually  agree is
reasonable,  including  intervening in any regulatory proceeding that may impair
the provisions of Services under this Agreement. Notwithstanding anything to the
contrary in this  Agreement,  in the event that Stellar elects to terminate this
Agreement  pursuant  to this  Section  9.8,  GoAmerica  shall  have  no  further
liability to Stellar under this Agreement.

      9.9   [INTENTIONALLY OMITTED].

      9.10  NUMBER USE AND TRANSFER.

      In the event this Agreement is  terminated,  Stellar agrees to transfer to
GoAmerica  ownership  of all VIC Numbers  (the  "Number  Transfer").  The Number
Transfer shall commence upon delivery of a valid termination notice and shall be
completed  not later than the date on which the  Agreement is  terminated.  Upon
completion of the Number  Transfer,  which shall be reasonably  satisfactory  to
GoAmerica,  GoAmerica shall promptly  reimburse Stellar for reasonable  transfer
fees charged by the telecommunications  carrier for such Number Transfer as well
as any  reasonable  Stellar  administrative  costs  associated  with the  Number
Transfer.

      9.11  REMEDIES NOT EXHAUSTIVE.

      Termination  of this  Agreement by a party shall not deprive such party of
any of its  rights,  remedies  or actions  against  the other party at law or in
equity.

      9.12  ORDERLY TRANSITION.

      Upon the termination or expiration of this Agreement, except where Stellar
terminates  the Agreement  for cause,  Stellar  agrees to exercise  commercially
reasonable  efforts to assist  GoAmerica in  transitioning  the Stellar Services
then  provided to GoAmerica  to a successor  provider of such TRS  Services.  In
addition,  the  provisions  of Articles 3.3, 8.1, 9, 11, 12, 14, 17, 18, 22, 24,
27, 29, 30, 31 and 32 shall survive termination of this Agreement.

      10.   EFFECTIVE DATE; CONDITIONS TO EFFECTIVE DATE.

      10.1 EFFECTIVE  DATE.  This Agreement and the relevant terms stated herein
shall  bind each Party  upon  execution,  provided,  however,  that for  certain
purposes there shall be an "Effective  Date" which shall be at 12:01 a.m. on the
day after the day on which the  Acquisition  closes.  Upon the  Effective  Date,
among other things,  the  Predecessor  Agreement shall  automatically  terminate
(with no further action  required by the parties hereto) and be replaced in full
by this Agreement.

      10.2  PRE-CLOSING  NOTICE OF  ACQUISITION.  GoAmerica will provide signed,
written  notice to Stellar in  accordance  with the  notice  provisions  of this
Agreement not less than two (2) calendar  days,  but not more than fourteen (14)
calendar days, prior to the expected  closing of the Acquisition.  To the extent
that the closing of the  Acquisition  Agreement is delayed for any reason

                                       18
<PAGE>

beyond such notice period  requirement,  GoAmerica  will provide a new notice of
closing to Stellar,  setting  forth the  revised  expected  closing  date of the
Acquisition Agreement again within the time period specified above.

      10.3 ACQUISITION CLOSING  NOTIFICATION.  Promptly following the closing of
the Acquisition,  GoAmerica will provide signed, written notice via fax or email
transmission to Stellar  otherwise in accordance  with the notice  provisions of
this Agreement confirming that the closing of the Acquisition has occurred.

      11.   INTELLECTUAL PROPERTY.

      11.1  GoAmerica   Proprietary   Software   together  with  all  associated
documentation,   is   Pre-Existing   Intellectual   Property  and   Confidential
Information  (as  defined  in  Article  12.2)  of  GoAmerica   and/or  GoAmerica
Affiliates,  and GoAmerica  retains all Intellectual  Property  ownership rights
therein.  Unless the  Parties  otherwise  agree in writing,  any other  property
including, but not limited to, documentation, reports, data or other proprietary
information,  furnished  to  Stellar by  GoAmerica  is,  and shall  remain,  the
property of GoAmerica.  Stellar  Proprietary  Software  together with  Stellar's
proprietary  training  techniques and materials  (including without  limitation,
training systems and software) and all associated documentation, is Pre-Existing
Intellectual  Property and  Confidential  Information  of Stellar and/or Stellar
Affiliates and Stellar retains all ownership rights therein.  Unless the Parties
otherwise agree in writing,  any other property  including,  but not limited to,
documentation,  reports,  data,  business  processes,  trade  secrets,  training
materials or other  proprietary  information,  furnished to GoAmerica by Stellar
is, and shall remain, the property of Stellar.

      11.2 Stellar  agrees that it shall have no rights to and covenants that it
shall not, except as expressly set out in this Agreement or otherwise  agreed to
in  writing  by  GoAmerica,  use,  reproduce,  distribute,  translate,  or  make
derivative works of, any written, photographic,  audio and/or video, Software or
other materials (including, but not limited to, documentation, reports, data and
training materials) furnished to Stellar by GoAmerica.  GoAmerica agrees that it
shall have no rights to and covenants that it shall not, except as expressly set
out in this  Agreement  or  otherwise  agreed to in  writing  by  Stellar,  use,
reproduce,  distribute,  translate,  or make  derivative  works of, any written,
photographic,  audio and/or video, Software or other materials  (including,  but
not limited to, documentation,  reports,  data, training) furnished to GoAmerica
by Stellar.

      11.3  COMMUNITY  INTELLECTUAL   PROPERTY.   Software  or  other  materials
(including,  but not  limited  to,  documentation,  reports,  data and  training
materials,  but excluding  each Parties'  respective  Pre-Existing  Intellectual
Property and Proprietary  Software) that is developed,  innovated or invented by
Stellar and GoAmerica  jointly for or during each Parties'  performance  of this
Agreement  shall be deemed to be jointly  owned,  developed and invented by both
Parties  (any such  developments,  innovations  or  inventions,  the  "Community
Intellectual  Property").  Both  Parties  agree  that each  Party  shall  have a
royalty-free, perpetual, irrevocable license (including the right to sublicense)
to use, make, exploit or sell the Community Intellectual Property. Any royalties
or other income derived by either Party from the Community Intellectual Property
shall  be,  with no right of  accounting,  the  property  of the Party so using,
making,  exploiting or selling products or services from which such royalties or
other income are derived.  Any improvements or enhancements  ("Improvements") on
any such Community  Intellectual Property, and any Improvements by each Party to
its own Pre-Existing Intellectual Property and Proprietary Software shall be the
sole property of the Party making such Improvements. To the extent that title to
any such Improvements does not vest in the Party making such  Improvements,  the
other Party hereby  irrevocably  assigns all right, title and interest in and to
such Improvements to the Party making such Improvements.

      Software or other materials (including, but not limited to, documentation,
reports,  data and training  materials,  but excluding each Parties'  respective
Pre-Existing  Intellectual Property and

                                       19
<PAGE>

Proprietary  Software)  that is  developed,  enhanced,  improved,  innovated  or
invented by Stellar or GoAmerica individually for, during, or after the Parties'
performance of this Agreement shall be deemed to be the Intellectual Property of
such developing or inventing Party with all rights in such Intellectual Property
reserved in such developing or inventing Party.

      11.4  GOAMERICA PROPRIETARY SOFTWARE.

      GoAmerica shall implement  periodic updates to Object Code versions of (i)
GoAmerica Proprietary Software accessed by Stellar to provide Services, and (ii)
all  associated  user  documentation  which  GoAmerica  deems  necessary  to the
provision of Call Center Support Contact.

      11.5  RETURN OF GOAMERICA AND STELLAR PROPERTY.

      All copies of any Software,  databases or documentation  owned exclusively
by each Party, or containing  such Party's  Confidential  Information,  shall be
returned to such Party promptly upon the termination of this Agreement, it being
acknowledged  that the  other  Party  may  retain  any  software,  databases  or
documentation  exclusively  owned by such Party, or licensed to such Party by an
entity  other  than  the  other  Party.  If  the  return  of  such  Confidential
Information  to the  other  Party is not  possible,  then any such  Confidential
Information which is not returnable shall be destroyed, the destruction of which
shall be confirmed and verified in writing to the other Party.

      12.   CONFIDENTIALITY/PROPRIETARY INFORMATION.

      12.1  "Confidential  Information" (as used herein) means  information,  in
whatever form disclosed,  provided by or on behalf of either Party or any of its
affiliates   ("Discloser")   to  the  other  Party  or  any  of  its  affiliates
("Recipient"),  or to which a Recipient otherwise gains access, in the course of
or incidental to the performance of this Agreement,  and that should  reasonably
have been understood by the Recipient because of legends or other markings,  the
circumstances  of  disclosure  or the nature of the  information  itself,  to be
proprietary and confidential to the Discloser,  an affiliate of the Discloser or
a third party. Confidential Information shall be and remain GoAmerica or Stellar
property, as the case may be.

            12.1.1  For  the   avoidance   of  doubt,   Stellar's   Confidential
Information  includes Stellar  Proprietary  Software,  Stellar Licensed Software
(other than from  GoAmerica) any  information or materials  related thereto and,
all documentation,  designs, methodologies,  techniques, prices, contract terms,
business  activities,  data, product research and development,  product designs,
performance  specifications,  schematics,  client lists,  the  identities of and
information relating to past, present and prospective  customers and information
relating to Stellar's global network  infrastructure,  capabilities and business
plans,  whether or not marked as confidential  or proprietary,  as well as other
material  specifically  designated  by Stellar in  writing  as  confidential  or
proprietary.

            12.1.2  For  the   avoidance   of  doubt,   GoAmerica   Confidential
Information  includes but is not limited to GoAmerica customer lists,  GoAmerica
customer  names,  addresses  and  billing  data,  call detail  and/or  financial
information,  information  relating to GoAmerica customers or GoAmerica customer
account information, and/or databases, GoAmerica Proprietary Software, GoAmerica
Licenses  Software  and  GoAmerica  Documentation,  whether  or  not  marked  as
confidential or proprietary,  as well as other material specifically  designated
by GoAmerica in writing as confidential or proprietary.

      12.2  Confidentiality  Obligation.  Each  Party will use at least the same
degree  of care to  prevent  disclosing  to  third  parties  the  other  Party's
Confidential  Information  as  it  employs  to  avoid  unauthorized  disclosure,
publication or dissemination of its own information of a similar nature. Neither
Party may make any use or copies of the other's Confidential  Information except
in

                                       20
<PAGE>


connection  with this  Agreement.  Upon  termination  of this  Agreement for any
reason,  each  Party  shall  return or  destroy,  as the other may  direct,  all
documentation in any medium that contains,  refers to, or relates to the other's
Confidential  Information.  In the event of any unauthorized  disclosure or loss
of, or inability to account  for, any of the other's  Confidential  Information,
each Party will promptly notify the other.

      12.3 Confidentiality Exceptions.  Sections 12.1 and 12.2 will not apply to
any particular information which a Party can demonstrate (a) was, at the time of
disclosure  to it, in the public  domain,  (b) after  disclosure  to it, is made
publicly  available or otherwise  becomes part of the public  domain  through no
fault of the Party  receiving the same,  (c) was in the possession of a Party at
the time of  disclosure  to it, (d) was received  after  disclosure to it from a
third party who had a lawful right to disclose  such  information  to it, or (e)
was independently developed by it without reference to Confidential  Information
of the other. Neither Party shall be considered to have breached its obligations
under this  Article  for  disclosing  Confidential  Information  as  required to
satisfy any legal  requirement  of a competent  government  body provided  that,
immediately  upon  receiving  any such  request  and,  to the extent that it may
legally do so, the Party  subject to such legal  requirement  advises  the other
Party  promptly  and tenders to it the defense of such  requirement.  Unless the
requirement shall have been timely limited,  quashed or extended,  the Party who
originally received the legal requirement shall thereafter be entitled to comply
with such demand to the extent  permitted  by law. If  requested by the Party to
whom the defense has been tendered,  the Party who originally received the legal
requirement  shall  cooperate  (at the expense of the  requesting  Party) in the
defense of the requirement.

      12.4 Injunctive Relief. In addition to such remedies either Party may have
at law and in equity,  each Party may enforce the  provisions of this Article by
injunctive  relief  including,   without   limitation,   by  obtaining  specific
performance of the obligations set forth herein.  The provisions of this Section
12 shall survive termination or expiration of this Agreement.

      13.   INSURANCE.

      13.1 Stellar shall maintain, during the term and any renewal terms hereof,
all insurance  and/or bonds  required by Law and as set forth herein,  including
but not limited to: (a) Workmen's Compensation Insurance or Workplace Safety and
Insurance Act  Compensation  as prescribed by the law of the state,  province or
country in which the work is performed;  (b) Employer's Liability Insurance with
limits of at least two million dollars  ($2,000,000)  for each  occurrence;  (c)
Comprehensive  General  Liability  Insurance  and, if the use of  automobiles is
required,  comprehensive  automobile  liability  insurance for owned,  hired and
non-owned  automobiles,  with  coverage as  required  by Law in each  applicable
state,   province  or  country  or  limits  of  at  least  Two  Million  Dollars
($2,000,000)  combined  single  limit for bodily  injury,  death,  and  property
damage;  (d) Professional  Liability and Error and Omission  Insurance  covering
Stellar and GoAmerica  against damages caused by Stellar of at least Two Million
Dollars ($2,000,000) per occurrence,  and (e) such other "umbrella" and "excess"
policy coverage which Stellar or its parent corporation may reasonably  require.
GoAmerica is to be named  additional  insured for the purposes of this Agreement
as its  interests  may  appear for  Comprehensive  General  Liability  coverage.
Stellar shall, prior to the start of work,  furnish,  if requested by GoAmerica,
certificates  or adequate  proof of the foregoing  insurance.  Further,  Stellar
shall  endeavor  to  provide  that each such  certificate  shall  state that the
insurance  shall not be canceled or modified  unless  GoAmerica  is given thirty
(30) days prior  notice of such  modification  or  cancellation.  Stellar  shall
provide  insurance policy coverage with at least the limits stated above for all
Call Center  operations  and employees  located in the country  where  GoAmerica
Services are performed.

      13.2 Stellar  shall be  responsible  for any loss of or damage to property
owned by GoAmerica in Stellar's  possession or control,  where such property has
been lost or  damaged  due to

                                       21
<PAGE>


the  negligent  acts or omissions of Stellar or Stellar's  agents or  employees,
save ordinary wear and tear.

      13.3 GoAmerica  shall be responsible for any loss of or damage to property
owned by Stellar in GoAmerica's  possession or control,  where such property has
been lost or damaged due to the  negligent  acts or  omissions  of  GoAmerica or
GoAmerica's agents or employees, save ordinary wear and tear.

      14.   INDEMNITY/LIMITATION OF LIABILITY.

      14.1 Stellar agrees to indemnify,  defend and hold harmless GoAmerica, its
parent company, subsidiaries, affiliates, employees, agents and assigns from and
against  all  claims,  complaints,  causes of  action,  liabilities,  judgments,
losses,   penalties,   costs  and  expenses  ("Actions")  (including  reasonable
attorneys'  fees)  brought  by  third  parties,  and  that  arise  out  of or in
connection   with  (a)  a  breach  or  default  by  Stellar  of  any   covenant,
representation  or  other  provision  of  this  Agreement;  and  (b)  the  gross
negligence or willful  misconduct  of Stellar.  Notwithstanding  the  foregoing,
Stellar  shall  have no  liability  for any claim of  infringement  based on, or
arising  from (a) the use of a  superseded  or altered  release  of the  Stellar
Proprietary Software if the infringement would have been avoided by the use of a
current unaltered  release of the Stellar  Proprietary  Software,  which Stellar
provided to GoAmerica  indicating  the  necessity of use of the upgrade to avoid
any such claim, (b) the modification of the Stellar Proprietary  Software (other
than by Stellar or its agents),  (c) the use of the Stellar Proprietary Software
other than in  accordance  with the  Documentation  and this  Agreement,  or (d)
combination  of  the  Stellar  Proprietary  Software  with  data,  materials  or
technology not provided by Stellar (other than by Stellar or its agents).

      14.2 GoAmerica agrees to indemnify,  defend and hold harmless Stellar, its
parent company,  subsidiaries,  affiliates,  employees, agents and assigns, from
and against all Actions, (including reasonable attorneys' fees) brought by third
parties,  and that arise out of or in connection with (a) a breach or default by
GoAmerica of any covenant,  representation or other provision of this Agreement;
and (b) the gross negligence or willful misconduct of GoAmerica. Notwithstanding
the foregoing,  GoAmerica  shall have no liability for any claim of infringement
based on, or arising  from (a) the use of a  superseded  or  altered  release of
GoAmerica  Proprietary  Software if the infringement  would have been avoided by
the use of a current  unaltered release of the GoAmerica  Proprietary  Software,
which  GoAmerica  provided to Stellar  indicating  the  necessity  of use of the
upgrade  to  avoid  any  such  claim,  (b)  the  modification  of the  GoAmerica
Proprietary Software (other than by GoAmerica or its agents), (c) the use of the
GoAmerica Proprietary Software other than in accordance with this Agreement,  or
(d) combination of the GoAmerica  Proprietary  Software with data,  materials or
technology not provided by GoAmerica (other than by GoAmerica or its agents).

      14.3  SETTLEMENT OF ACTIONS.

      A Party obligated to provide  indemnification  pursuant to this Section 14
(the  "Indemnitor")  shall have  control of the  defense  and  negotiations  for
settlement  of Actions  under  this  Section  14;  provided,  however,  that the
Indemnitor  shall  consult  with the other  party  (the  "Indemnitee")  prior to
settling any such  Action,  and the  Indemnitor  cannot bind the  Indemnitee  or
materially  prejudice  the  Indemnitee  without the  Indemnitee's  prior written
consent.  The  Indemnitee  shall  also  have  the  right to  participate  in the
investigation,  defense  and  settlement  negotiations  of any such  Action with
separate  counsel  chosen  and  paid for by the  Indemnitee.  In  addition,  the
Indemnitee  shall have the right,  but not the obligation,  to retain counsel of
its  choice  (at the  Indemnitor's  expense)  and to assume  the  defense of any
indemnified Action (including  settling or compromising any such Action) if: (i)
the Indemnitor fails to acknowledge,  in writing,  its  responsibility to assume
the defense of such Action; (ii) the Indemnitor fails to diligently, competently
and in good faith control and conduct the defense of such Action; (iii) there is
an apparent  conflict of interest between the Indemnitor and the

                                       22
<PAGE>

Indemnitee  with  respect to such  Action;  or (iv) such  Indemnitee  shall have
reasonably  concluded  that there are legal  defenses  available  to it that are
different  from,  additional  to or  inconsistent  with those  available  to the
Indemnitor.  Moreover,  at any time,  Indemnitee may at its own cost and expense
(which  cost and  expense  shall not be  subject to  indemnification  under this
Section)  settle any Actions  against it so long as such settlement is expressly
without prejudice to the interest or position of the Indemnitor.

      14.4 Except as explicitly  provided in Sections 7.7.1 and 9, neither Party
shall be liable to the other for any special, incidental, exemplary, punitive or
consequential  damages that such Party,  its employees,  agents or assigns,  may
suffer which are caused by or result from the performance or  nonperformance  of
this   Agreement.   Nothing  in  this   Section  14.4  limits   either   Party's
indemnification  obligations  with respect to third party claims under  Sections
14.1 and 14.2 above.

      15.   INTELLECTUAL PROPERTY/USE OF MARKS.

      15.1  Except as  expressly  provided  in this  Agreement,  nothing in this
Agreement  shall be  deemed to grant a Party any  license,  sublicense  right or
other claim  against or interest in the  Pre-existing  Intellectual  Property or
other Intellectual Property of the other Party.

      15.2 Neither Party shall,  without the prior written  consent of the other
Party, use, or permit their respective  employees,  agents and subcontractors to
use, the  trademarks,  service marks,  logos,  trade names or other  proprietary
designations  of the other  Party,  or the  other  Party's  affiliates,  whether
registered or unregistered.

      16.   PUBLICITY.

      16.1 The Parties  agree that they shall not make,  and they shall  prevent
any of their  subcontractors  from making,  without the prior written consent of
the other Party and an opportunity to review and make written  comment  thereon,
any news  release  or  public  announcements  which  would  confirm  or deny the
existence or the terms and  conditions  of all or any part of this  Agreement or
any discussions or  negotiations  culminating  herein,  or the fact or nature of
their participation hereunder, or any phase of any Services provided or activity
conducted  hereunder  including,  but not limited to, information  regarding the
location of Stellar Locations,  number and  responsibilities of Stellar CAs, and
other Stellar Personnel,  whether or not Confidential  Information,  which would
relate to or  reflect on the nature or  quality  of the  GoAmerica  Services  or
obligations  provided  pursuant to this  Agreement.  Stellar  represents that it
shall not make a public filing  mentioning this Agreement  unless such filing is
mandatory  under  the  Philippine  or  United  States  Securities  and  Exchange
Commission  Rules  and  Regulations.  In the event  Stellar  is  required  under
Philippine  or  United  States  Securities  and  Exchange  Commission  Rules and
Regulations  to make a mandatory  public filing that mentions  GoAmerica or this
Agreement,  Stellar shall immediately  notify GoAmerica,  and Stellar shall seek
confidential  treatment  from the  Philippine  or United States  Securities  and
Exchange  Commission for any attachment to such mandatory  filing.  Violation of
this Section  shall be  considered a material  breach and cause for  termination
under  Article  9  hereof.  Notwithstanding  anything  to the  contrary  in this
Agreement,  GoAmerica shall have the right, in its sole discretion,  to disclose
any  Confidential  Information  deemed  necessary  or prudent by its  counsel to
disclose  in  order  to  comply  with  United  States  Securities  and  Exchange
Commission   and/or  NASDAQ  Stock  Market  rules,   regulations,   policies  or
guidelines.

      17.   DISPUTE RESOLUTION.

      17.1 If an  unresolvable  dispute  arises  out of,  or  relates  to,  this
Agreement,  or its  breach,  or  GoAmerica  Services  rendered  pursuant to this
Agreement,  upon receipt of written notice outlining such dispute or breach, the
respective Authorized  Representative designated below shall be provided written
notice  requesting  immediate  resolution  to such dispute prior to such dispute
being  submitted  to

                                       23
<PAGE>

binding  arbitration.  The  length  of  time  to  resolve  such  dispute  by the
Authorized  Representative shall be as defined in the written notice, but unless
waived by the Party  receiving  the notice,  shall not be less than ten (10) nor
more  than  thirty   (30)  days  from  the  date  of  the   notice.   Authorized
Representatives  shall  then meet at a mutually  acceptable  time,  to  exchange
relevant information and to attempt to resolve the dispute.

    Stellar Authorized Representative       GoAmerica Authorized Representative

    Anne Rousseau                           Cary Solomon, Director of Operations

      17.2 If the Authorized  Representatives  are unable to resolve the dispute
in the time  specified in the notice,  either Party then may,  upon notice,  and
within  five (5) days of receipt of a notice  from the other  party,  submit the
dispute to binding  arbitration either in the Los Angeles County,  California or
New York County, New York and such arbitration shall be governed by the rules of
the American Arbitration Association (AAA). If the executives can not agree on a
mutually  acceptable  arbitrator,  GoAmerica  and Stellar  shall each select one
arbitrator  from  the  list  of  arbitrators  made  available  by the AAA in the
relevant  County.  Such  two  chosen  arbitrators  shall  then  select  a  third
arbitrator  (again from the list of  arbitrators  made  available by the AAA) to
preside over the  arbitration.  If a Party elects to use the procedure set forth
in this clause,  the other party shall  participate.  An initial  hearing  shall
occur no more  than ten (10) days  after  the  selection  of the  arbitrator  in
accordance  with the  foregoing.  The Parties  shall each bear their  respective
costs incurred in connection with the procedure set forth in this clause, except
that they shall share  equally the fees and expenses of any  arbitrator(s),  and
the cost of the facility for the hearing.  The outcome of the arbitration  shall
be binding on both parties.  The  procedures  for the resolution of disputes set
forth herein shall be the sole and exclusive  procedures  for the  resolution of
disputes.  Stellar shall continue to provide non-disputed Services pending final
determination  of the dispute and GoAmerica  shall  continue to make payments to
Stellar  for  Services  not the  subject of  dispute,  in  accordance  with this
Agreement.  Any  arbitration  award  may be  enforced  by  appropriate  judicial
authorities and both parties hereby expressly consent to the jurisdiction of the
federal and state  courts of New York County,  New York and Los Angeles  County,
California.

      18.   ATTORNEYS FEES.

      18.1  Notwithstanding  the terms of Section 17.2, if either Party seeks to
enforce  or  preserve  any of its  rights  hereunder  in a  court  of  law,  the
non-prevailing  Party  shall  pay  all  of  the  prevailing  Party's  reasonable
attorneys fees and costs, incurred in connection with any such action.

      19.   FORCE MAJEURE.

      19.1  Neither  Party  shall be liable for a failure,  omission or delay in
performance of its obligations  hereunder by reason of any circumstance which is
caused  by an act of God,  or  other  factors  beyond  its  reasonable  control,
including  impending threats of terrorism,  terrorism and labor disputes,  where
such delay or failure could not have been  prevented by  reasonable  precautions
and cannot  reasonably be circumvented by the Party through the use of alternate
sources,  work-around plans, or other means.  During a force majeure occurrence,
the  non-performing  Party  shall be excused  from any  further  performance  or
observance of the  obligation(s)  so affected for as long as such  circumstances
prevail  and  such  Party  continues  to use  its  best  efforts  to  recommence
performance  or  observance  whenever and to whatever  extent  possible  without
delay.  The failure or a delay of an equipment  vendor  shall not be  considered
beyond the control of a Party unless such failure or delay was caused by a force
majeure occurrence.  If either Party becomes aware of any such factor that would
cause a delay or failure in performance,  it shall immediately  notify the other
Party of the  existence  of such  factor  and  probable  length of  continuation
thereof,  and no Party's failure or delay in performance  shall be excused under
this Section before such notice is provided.

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<PAGE>

      19.2  If a force  majeure  occurrence  prevents  a  Party  from  rendering
Services  pursuant  to this  Agreement,  and such  Party,  with  the good  faith
cooperation  and  assistance  of the other Party (but without any  obligation to
incur  costs),  is unable to resume  Services for seven (7) or more  consecutive
days,  each Party's  obligations  shall be suspended until Services are resumed.
After an additional seven (7) days (i.e.,  after fourteen (14) days in total) of
non-performance  due to force majeure,  each Party shall have the right, but not
the  obligation,  to immediately  terminate  this Agreement  without any further
contractual   liability,   with  the  exception  of  any  contractual  liability
pertaining to those contractual provisions which survive termination pursuant to
the terms of this Agreement. Both Parties further agree to work together in good
faith to mitigate the effects and consequences of any force majeure  occurrence.
If either Party implements a mutually agreed  work-around  plan, the other Party
shall use  reasonable  efforts  to support  it,  including  without  limitation,
arranging  for and  installing  equipment  and  software at agreed  locations to
resume  performance,  and  assigning  personnel to such  location(s)  to perform
agreed functions.

      19.3  Stellar  shall  use the  current  disaster  recover  plan  under the
Predecessor  Agreement as a  preliminary  disaster  recovery plan on the date of
execution  of this  Agreement.  Within  sixty  (60)  days of  execution  of this
Agreement, the parties shall have completed final disaster recovery plan that is
mutually  acceptable to both  parties,  which,  upon  execution by both Parties,
shall  supersede the terms of the initial  disaster  recovery  plan. The Parties
acknowledge and agree that such plan shall outline Stellar's responsibilities in
the case of a force majeure occurrence.

      20.   ASSIGNMENT.

      20.1 This  Agreement is personal to the Parties and may not be assigned or
transferred by either Party by operation of Law, or otherwise  without the other
Party's consent. Such consent may not be unreasonably withheld,  except that the
Parties agree that,  without the prior written  consent of the other Party,  (a)
either  Party  may  assign  this  Agreement,  in whole or in part,  to a parent,
controlling  company or affiliate of such Party (with adequate capital and other
resources to perform fully under this  Agreement),  provided the assigning Party
provides  written  notice to the other  Party  within  thirty  (30) days of such
assignment,  and provided  further that no such assignment by GoAmerica shall be
effective unless, prior to the assignment,  GoAmerica, Inc. has provided Stellar
with a guarantee of the assignee's  performance on terms that are  substantially
equivalent  to the terms of the GoAmerica  Guarantee,  and (b)  GoAmerica,  with
sixty (60) days prior written notice, which contains  appropriate  documentation
regarding the acquiring  party,  may assign this  Agreement in whole or in part,
without  the consent of Stellar (or its  assignee,  if any) to any company  into
which GoAmerica may merge or consolidate or which acquires  substantially all of
its assets or stock, or a wholly-owned affiliate or the parent corporation which
is of  financial  standing  equal or greater than that of  GoAmerica,  Inc. on a
consolidated basis with its subsidiaries.  To the extent of any conflict between
this  provision and Sections  9.6, 9.7 or 9.8 hereof,  Sections 9.6, 9.7 and 9.8
shall prevail.

      21.   SEVERABILITY.

      21.1 If any part of this Agreement  proves to be invalid or  unenforceable
for any reason,  such invalidity  shall affect only the portion of the Agreement
which is invalid.  In all other respects this  Agreement  shall stand as if such
invalid or unenforceable provision had not been a part thereof and the remainder
of the Agreement shall remain in full force and effect.

      22.   NO CONSEQUENTIAL OR SPECIAL DAMAGES.

      22.1  No  party  to  this   Agreement  is  entitled  to  seek  or  recover
consequential,  incidental,  indirect,  punitive,  special or exemplary  damages
relating to or connected with this Agreement,  or the performance of Services or
the failure to perform Services hereunder.

                                       25
<PAGE>

      23.   WAIVER.

      23.1 The failure of either  Party to insist on the strict  performance  of
any terms,  covenants and conditions of this Agreement at any time or in any one
or more instances,  or its failure to take advantage of any of its rights, shall
not be construed as a waiver or  relinquishment of any such rights or conditions
at any future time and shall in no way affect the  continuance in full force and
effect of all the provisions of this Agreement.

      24.   NO THIRD PARTY BENEFICIARIES.

      24.1  Except  as  specifically  provided  herein,  no  provision  of  this
Agreement shall be construed to be for the benefit of any person or entity not a
Party to this Agreement to provide any such third party with any remedy,  claim,
liability,  reimbursement,  cause of action or other  right in addition to those
existing without reference to this Agreement.

      25.   SPECIFIC PERFORMANCE.

      25.1 The Parties  acknowledge  that  irreparable  damages may occur if the
provisions of the Agreement were not performed in accordance with their terms or
were  otherwise  breached.   Accordingly,  the  Parties  are  entitled  to  seek
injunctive  or equitable  relief to prevent  breaches of this  Agreement  and to
specifically  enforce the terms and provisions hereof in any court of the United
States or any state  having  jurisdiction,  in  addition  to any other  remedies
available under law or at equity to the extent permitted hereby.

      26.   AUTHORIZED REPRESENTATIVES.

      26.1  Each  of  GoAmerica   and  Stellar   shall   appoint  an  Authorized
Representative   to  facilitate   communications   and  performance  under  this
Agreement.  The initial Authorized  Representative of each party is set forth in
Section 17.1 hereof.  Each Party shall treat, and shall be entitled to treat, an
act of an Authorized Representative of a Party as being authorized by such other
Party  without  inquiring  further  into such act or  ascertaining  whether such
representative  had  authority to so act. Each Party shall have the right at any
time and from time to time to replace its Authorized  Representatives  by giving
notice to the other party setting forth the name and contact  information of the
replacement.

      27.   NOTICES.

      27.1 All notice or other  communications  to be given by the Parties shall
be in  writing,  and  shall  be  deemed  to have  been  given if  delivered  (a)
personally,  as evidenced by written receipt or other written proof of delivery;
(b) sent by reputable  overnight courier service (charges prepaid),  or sent via
facsimile  (with  confirmation  of  transmission  by receipt of reply  facsimile
confirming  receipt of the notice) to the Parties at the following  addresses or
such other address designated by notice. Any notice or other communication shall
be deemed to have been given on the day it is received.

      27.2  Notices to GoAmerica shall be addressed to:

                                          GoAmerica Communications Corp.
                                          ATTN: Daniel R. Luis, CEO
                                          433 Hackensack Avenue
                                          3rd Floor
                                          Hackensack, New Jersey 07601

                                       26
<PAGE>

      27.3  Notices to Stellar shall be addressed to:


                                          Stellar Nordia Services LLC
                                          ATTN: Bernard Durocher, President
                                          3100 Cote-Vertu Boulevard
                                          Suite 510,
                                          St-Laurent, Quebec
                                          Canada H4R2J8

                                          with separate copies to
                                          Cindy Pagel and
                                          Anne Rousseau
                                          c/o 130 East John Carpenter Freeway
                                          Irving, TX  75062

      28.   COMPLIANCE WITH LAWS.

      28.1 At all times  during the term of this  Agreement,  each  Party  shall
comply, and be and remain in compliance,  with all applicable Laws and the terms
of this Agreement  that  materially  relate to or affect the  performance of its
obligations hereunder.

      28.2 Each Party shall immediately notify the other Party in writing of the
commencement or, to its actual knowledge, threatened commencement of any action,
suit or proceeding,  and the issuance or threatened issuance of any order, writ,
injunction or decree, involving its activities under this Agreement.

      29.   GOVERNING LAW.

      29.1 This Agreement  shall be governed by and construed in accordance with
the Laws of the State of New York  applicable  to  agreements  made  within such
state, without regard to its conflict of law provisions.

      30.   ENTIRE AGREEMENT.

      30.1  This  Agreement  and  all  Exhibits  hereto   represent  the  entire
understanding  between  the  Parties  in  relation  to the  matters  herein  and
supersedes all previous agreements and representations made between the Parties,
including the Predecessor  Agreement,  whether written or oral, which are merged
herein and shall be of no further  force or effect.  This  Agreement can only be
changed or modified by a writing signed by both Parties.

      31.   CAPTIONS.

      31.1 The section  numbers and captions  appearing in this Agreement and in
the attached  Exhibits are inserted only for the  convenience of the Parties and
shall not be  construed to define or limit any of the terms herein or affect the
meaning or interpretation of this Agreement.

      32.   GENERAL SURVIVAL PROVISION.

      32.1 To the extent not already provided  herein,  those provisions of this
Agreement that require  performance or impose obligations that extend beyond the
terms of this  Agreement  shall  survive any  termination  or  expiration of the
Agreement.

                                       27
<PAGE>

      IN WITNESS  WHEREOF,  the Parties have entered into this Managed  Services
Agreement as of the date first written above.



  Acquisition 1 Corp.                      Stellar Nordia Services LLC

  /s/ Daniel R. Luis                       /s/ Jeffrey Jensen
  ------------------------                 ------------------------
  Authorized Signature                     Authorized Signature
  Name:   Daniel R. Luis                 Name:     Jeffrey Jensen
        ------------------                       ------------------
  Title: President                         Title: Manager