Exhibit 10.9

                                    GUARANTEE


      This  GUARANTEE  (this  "Guarantee"),  dated as of August 1,  2007,  is by
GoAmerica,  Inc., a Delaware corporation (the "Guarantor"),  in favor of Stellar
Nordia Services LLC, a Delaware corporation ("Stellar").

                              W I T N E S S E T H :


      WHEREAS,  Acquisition 1 Corp., a Delaware  corporation (the "Subsidiary"),
has entered into a Managed Services Agreement with Stellar of even date herewith
(as the same now exists or may  hereafter  be amended,  modified,  supplemented,
extended,  renewed, restated or replaced, the "MSA"), whereby Stellar has agreed
to provide certain services to the Subsidiary,  and the Subsidiary has agreed to
pay for such services pursuant to the terms and conditions set forth in the MSA;
and

      WHEREAS, the Subsidiary is wholly owned by the Guarantor; and

      WHEREAS,  substantial benefits will accrue to the Guarantor as a result of
the consummation of the MSA; and

      WHEREAS,  it is a condition to the  obligations  of Stellar  under the MSA
that Guarantor shall have executed and delivered this Guarantee to Stellar;

      NOW,  THEREFORE,  in  consideration of the premises and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the Guarantor hereby agrees in favor of Stellar as follows:

      1.    Guarantee.

            (a) The Guarantor  absolutely  and  unconditionally  guarantees  and
agrees to be liable for the full and  indefeasible  payment and performance when
due of all of the Obligations (as defined below) of the Subsidiary under the MSA
(which are collectively referred to herein as the "Guaranteed Obligations").  As
used  herein,  "Obligations"  means  all  obligations  and  liabilities  of  the
Subsidiary to Stellar, whether direct or indirect,  absolute or contingent,  due
or to become due, or now existing or hereafter incurred,  which may arise under,
out of or in connection  with, the MSA,  including  interest which,  but for the
filing of a petition in bankruptcy  with respect to the  Subsidiary,  would have
accrued on any Guaranteed Obligations, whether or not a claim is allowed against
the Subsidiary for such interest in the related bankruptcy proceeding.

            (b) This  Guarantee is a guaranty of payment and not of  collection.
The  Guarantor  agrees that Stellar  need not attempt to collect any  Guaranteed
Obligations  from

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the  Subsidiary,  but may require the  Guarantor  to make  payment of all of the
Guaranteed  Obligations when due or at any time thereafter.  Stellar shall apply
any amounts  received by Stellar from the Guarantor in respect of the Guaranteed
Obligations  (i)  first,  to  the  payment  of the  costs  and  expenses  of any
collection  or other  realization  under  this  Guarantee  including  all of the
reasonable costs, fees and expenses of Stellar,  its agents and counsel and (ii)
second, to the extent of any excess, to the Guaranteed Obligations.

      2.    Waivers and Consents.

            (a) Notice of acceptance of this  Guarantee and of the  presentment,
demand,  protest,  notice of protest,  notice of  nonpayment  or default and all
other  notices to which the  Subsidiary  or the  Guarantor  may be entitled  are
hereby waived by the  Guarantor.  The Guarantor also waives notice of and hereby
consents to (i) any amendment,  modification,  supplement, extension, renewal or
restatement  of  the  MSA  that  is  signed  by an  authorized  officer  of  the
Subsidiary,  and  the  guarantee  made  herein  shall  apply  to the MSA and the
Guaranteed Obligations as so amended, modified, supplemented,  renewed, restated
or extended,  increased or decreased,  (ii) the exercise of, or refraining  from
the exercise of, any rights against the  Subsidiary,  and (iii) the  settlement,
compromise  or release of, or the waiver of any default  with respect to, any of
the  Guaranteed  Obligations.  The  Guarantor  agrees that the  liability of the
Guarantor  hereunder shall not be released or otherwise  impaired or affected by
any of the foregoing.

            (b) No invalidity,  irregularity or  unenforceability  of all or any
part of the Guaranteed  Obligations shall affect, impair or be a defense to this
Guarantee,  nor shall any other  circumstance that might otherwise  constitute a
defense  available  to or legal or  equitable  discharge  of the  Subsidiary  in
respect of any of the Guaranteed Obligations,  affect, impair or be a defense to
this  Guarantee.  As to interest,  fees and expenses,  whether arising before or
after the  commencement  of any case with  respect to the  Subsidiary  under the
United States  Bankruptcy  Code or any similar  statute,  the Guarantor shall be
liable therefor,  even if the Subsidiary's  liability for such amounts does not,
or ceases to, exist by operation of law. The Guarantor acknowledges that Stellar
has not made any representations to the Guarantor with respect to the Subsidiary
or otherwise in  connection  with the execution and delivery by the Guarantor of
this  Guarantee and the Guarantor is not in any respect  relying upon Stellar or
any statements by Stellar in connection with this Guarantee.

            (c) Until the Guaranteed Obligations are paid and performed in full,
the Guarantor hereby irrevocably and unconditionally waives and relinquishes all
statutory,  contractual,  common law, equitable and all other claims against the
Subsidiary   for   subrogation,   reimbursement,    exoneration,   contribution,
indemnification,  setoff or other recourse in respect to sums paid or payable to
Stellar by the Guarantor hereunder, and the Guarantor hereby further irrevocably
and unconditionally  waives and relinquishes


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<PAGE>

any and all other  benefits  that the  Guarantor  might  otherwise  directly  or
indirectly receive or be entitled to receive by reason of any amounts paid by or
collected  or due from  the  Guarantor  or the  Subsidiary  upon the  Guaranteed
Obligations or realized from their property.

      3.  Subordination.  All amounts now or hereafter  owed to the Guarantor by
the Subsidiary are hereby  subordinated in right of payment to the  indefeasible
payment in full to Stellar of the Guaranteed Obligations.

      4.  Termination.  This  Guarantee is continuing,  unlimited,  absolute and
unconditional. All Guaranteed Obligations shall be conclusively presumed to have
been created in reliance on this Guarantee. This Guarantee may not be terminated
and shall continue so long as the MSA shall be in effect.

      5. Reinstatement. If after receipt of any payment of any of the Guaranteed
Obligations, Stellar is required to surrender or return such payment or proceeds
to any person for any reason,  then the  Guaranteed  Obligations  intended to be
satisfied by such payment or proceeds  shall be reinstated and continue and this
Guarantee shall continue in full force and effect as if such payment or proceeds
had not been  received  by  Stellar.  The  Guarantor  shall be  liable to pay to
Stellar,  and does  indemnify  and hold Stellar  harmless for, the amount of any
payments  or proceeds  surrendered  or  returned.  This  Section 5 shall  remain
effective  notwithstanding  any contrary  action that may be taken by Stellar in
reliance  upon such  payment  or  proceeds.  This  Section 5 shall  survive  the
termination or revocation of this Guarantee.

      6. Amendments and Waivers. Neither this Guarantee nor any provision hereof
shall be amended, modified, waived or discharged orally or by course of conduct,
but only by a written  agreement signed by an authorized  officer of Stellar and
the  Guarantor.  Stellar shall not by any act,  delay,  omission or otherwise be
deemed to have  expressly or impliedly  waived any of its rights,  powers and/or
remedies  unless  such waiver  shall be in writing  and signed by an  authorized
officer of Stellar.  Any such  waiver  shall be  enforceable  only to the extent
specifically set forth therein.  A waiver by Stellar of any right,  power and/or
remedy on any one  occasion  shall not be construed as a bar to or waiver of any
such right,  power and/or remedy that Stellar would otherwise have on any future
occasion, whether similar in kind or otherwise.

      7.  Corporate  Existence,   Power  and  Authority.   The  Guarantor  is  a
corporation  duly  organized and in good standing under the laws of the State of
Delaware, and is duly qualified as a foreign corporation and in good standing in
all states where the nature and extent of the business  transacted  by it or the
ownership  of  assets  makes  such  qualification  necessary,  except  for those
jurisdictions  in which the  failure  to so  qualify  would not have a  material
adverse effect on the financial condition, results of operation

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<PAGE>

or businesses  of the Guarantor or the rights of Stellar  hereunder or under the
MSA. The  execution,  delivery and  performance of this Guarantee are within the
corporate  powers of the  Guarantor,  have been duly  authorized  and are not in
contravention of law or the terms of the certificate of incorporation or by-laws
of the  Guarantor,  or any  indenture,  agreement  or  undertaking  to which the
Guarantor is a party or by which the  Guarantor or its property are bound.  This
Guarantee  constitutes the legal,  valid and binding obligation of the Guarantor
enforceable against the Guarantor in accordance with its terms.

      8. Set Off. In addition to any other rights  Stellar may have under law or
in equity,  if any amount shall at any time be due and owing by the Guarantor to
Stellar under this Guarantee,  Stellar is authorized at any time or from time to
time, without notice (any such notice being hereby expressly waived), to set off
and to appropriate and to apply any and all indebtedness of Stellar owing to the
Guarantor and any other  property of the Guarantor held by Stellar to or for the
credit or the account of the Guarantor  against and on account of the Guaranteed
Obligations and liabilities of the Guarantor to Stellar under this Guarantee.

      9. Expenses.  The Guarantor agrees to pay, or cause to be paid, on demand,
and to save Stellar harmless against liability for, any and all reasonable costs
and expenses  (including  reasonable fees and disbursements of counsel) incurred
or expended  by Stellar in  connection  with the  reasonable  enforcement  of or
preservation of any rights under this Guarantee.

            10.   Governing Law; Choice of Forum; Service of Process; Jury Trial
                  Waiver.

            (a) This Guarantee,  and the rights and obligations of the Guarantor
and  Stellar  hereunder  shall be governed  by, and  construed  and  enforced in
accordance with, the laws of the State of New York.

            (b) The Guarantor and Stellar hereby  voluntarily submit and consent
to, and waive any defense to, the exclusive jurisdiction of the federal or state
courts  located in the State of New York,  County of New York as to all  matters
relating to or arising from this Guarantee with respect to any action instituted
therein  arising under this  Guarantee or the MSA in any way  connected  with or
related or incidental to the dealings of the Guarantor and Stellar in respect of
this  Guarantee,  and agree that any  dispute  arising  out of the  relationship
between the Guarantor or the  Subsidiary  and Stellar or the conduct of any such
persons in connection  with this Guarantee or the MSA may be heard in the courts
described above.

            (c) The  Guarantor  hereby  waives  personal  service of any and all
process  upon it and  consents  that all such  service of process may be made by
certified mail (return receipt  requested)  directed to its address set forth on
the  signature  pages

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<PAGE>

hereof and service so made shall be deemed to be  completed  five (5) days after
the same  shall  have been so  deposited  in the U.S.  mails,  or, at  Stellar's
option,  by service upon the  Guarantor in any other manner  provided  under the
rules of any such  courts.  Within  thirty  (30) days  after such  service,  the
Guarantor  shall appear in answer to such  process,  failing which the Guarantor
shall be deemed in default and  judgment  may be entered by Stellar  against the
Guarantor for the amount of the claim and other relief requested.

            (d) THE  GUARANTOR  HEREBY  WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS GUARANTEE OR ANY
OF THE  RELATED  AGREEMENTS  OR (ii) IN ANY WAY  CONNECTED  WITH OR  RELATED  OR
INCIDENTAL  TO THE  DEALINGS  OF THE  GUARANTOR  AND  STELLAR IN RESPECT OF THIS
GUARANTEE  OR THE MSA,  WHETHER IN  CONTRACT,  TORT,  EQUITY OR  OTHERWISE.  THE
GUARANTOR  HEREBY  AGREES AND CONSENTS  THAT ANY SUCH CLAIM,  DEMAND,  ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL  WITHOUT A JURY AND THAT ANY THE
GUARANTOR  OR  STELLAR  MAY  FILE  AN  ORIGINAL  COUNTERPART  OF A COPY  OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE GUARANTOR AND
STELLAR TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

            11. Notices.  Unless otherwise provided herein, any notice, request,
instruction  or other  document  to be given  hereunder  shall be in writing and
shall be deemed to have been given (a) upon personal  delivery,  if delivered by
hand,  (b) eight (8)  business  days  after the date of  deposit  in the  mails,
postage  prepaid,  if mailed by certified or  registered  mail,  or (c) the next
business day if sent by a prepaid overnight courier service, and in each case at
the respective addresses set forth below or such other address as such party may
have fixed by notice:

                     If to Stellar, addressed to:

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

                     and with a copy (which shall constitute notice) to:

                               Cindy Pagel and/or Anne Rousseau


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<PAGE>

                               c/o 130 East John Carpenter Freeway
                               Irving, TX 75062

                     If to Guarantor, addressed to:

                               GoAmerica, Inc.
                               433 Hackensack Avenue, 3rd Floor
                               Hackensack, New Jersey  07601
                               Facsimile:  (201) 527-1084
                               Attention:  Daniel R. Luis, CEO

                     with a copy (which shall not constitute notice) to:

                               Chadbourne & Parke LLP
                               1200 New Hampshire Avenue, N.W.
                               Suite 300
                               Washington, DC  20036
                               Facsimile:  (202) 974-5602
                               Attention:  Dana Frix, Esq.

      12. Partial  Invalidity.  If any provision of this Guarantee is held to be
invalid  or  unenforceable,   such  invalidity  or  unenforceability  shall  not
invalidate  this Guarantee as a whole,  but this Guarantee shall be construed as
though  it did not  contain  the  particular  provision  held to be  invalid  or
unenforceable  and the rights and  obligations of the parties shall be construed
and enforced only to such extent as shall be permitted by applicable law.

      13. Entire Agreement.  This Guarantee  represents the entire agreement and
understanding  of  the  parties   concerning  the  subject  matter  hereof,  and
supersedes  all  other  prior  agreements,   understandings,   negotiations  and
discussions,  representations,  warranties,  commitments,  proposals, offers and
contracts concerning the subject matter hereof, whether oral or written.

      14.  Successors  and  Assigns.  This  Guarantee  shall be binding upon the
Guarantor  and its  successors  and  assigns  and shall  inure to the benefit of
Stellar and its successors,  endorsees,  transferees and assigns.  The Guarantor
shall not  assign  this  Guarantee  or any of the rights or  obligations  of the
Guarantor hereunder without the prior written consent of Stellar which shall not
be unreasonably  withheld.  Stellar may,  without notice or consent,  assign its
interest in this Guarantee in whole or in part. The terms and provisions of this
Guarantee  shall inure to the benefit of any transferee or assignee of Stellar's
rights  and  obligations  under the MSA,  and in the event of such  transfer


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or assignment  the rights and  privileges  herein  conferred  upon Stellar shall
automatically extend to and be vested in such transferee or assignee.

      15.  Construction.  All references to the term  "Guarantor"  wherever used
herein shall mean the Guarantor and its successors and assigns, individually and
collectively,   jointly  and  severally  (including,   without  limitation,  any
receiver,  trustee or custodian for any the  Guarantor or any of its  respective
assets or the Guarantor in its capacity as debtor or debtor-in-possession  under
the United States  Bankruptcy  Code);  all  references to the term  "Subsidiary"
wherever used herein shall mean the  Subsidiary  and its successors and assigns,
individually  and  collectively,   jointly  and  severally  (including,  without
limitation,  any receiver, trustee or custodian for the Subsidiary or any of its
assets or the Subsidiary in its capacity as debtor or debtor-in-possession under
the United States  Bankruptcy  Code);  and all  references to the term "Stellar"
wherever  used herein  shall mean  Stellar  and its  respective  successors  and
assigns. All references to the term "person" wherever used herein shall mean any
individual, sole proprietorship,  partnership,  corporation (including,  without
limitation,  any corporation which elects subchapter S status under the Internal
Revenue Code of 1986, as amended),  limited liability company, limited liability
partnership,   business   trust,   unincorporated   association,   joint   stock
corporation,  trust,  joint  venture or other  entity or any  government  or any
agency or instrumentality of political  subdivision  thereof.  All references to
the plural shall also mean the singular and to the singular  shall also mean the
plural.

      16.  Counterparts.  This  Guarantee  may  be  executed  in any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  taken
together shall  constitute one and the same  agreement.  Delivery of an executed
counterpart of this Guarantee by facsimile  shall have the same force and effect
as the delivery of an original executed counterpart of this Guarantee. Any party
delivering an executed  counterpart  of this  Guarantee by facsimile  shall also
deliver an  original  executed  counterpart,  but the failure to do so shall not
affect the validity, enforceability or binding effect of this Guarantee.

      IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be executed
and delivered by its duly authorized representative as of the day and year first
above written.


GOAMERICA, INC.


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