Exhibit 10.8
                                                               EXECUTION VERSION

                                    GUARANTEE


      This  GUARANTEE  (this  "Guarantee"),  dated as of August 1,  2007,  is by
GOAMERICA,  INC.,  a Delaware  corporation  (the  "Guarantor"),  in favor of MCI
COMMUNICATIONS SERVICES, INC., a Delaware corporation ("MCI").

                              W I T N E S S E T H :


      WHEREAS,  Acquisition 1 Corp., a Delaware  corporation (the "Subsidiary"),
has entered into an Asset Purchase  Agreement with MCI of even date herewith (as
the same  now  exists  or may  hereafter  be  amended,  modified,  supplemented,
extended,  renewed,  restated or  replaced,  the  "Agreement"),  whereby MCI has
agreed to sell to the Subsidiary, and the Subsidiary has agreed to purchase from
MCI, certain assets described in the Agreement, all subject to and in accordance
with the  terms  and  conditions  set  forth  in the  Agreement,  and the  other
agreements,  documents  and  instruments  referred  to  therein  or at any  time
executed and/or delivered in connection therewith or related thereto, including,
but not limited to, the  Assignment  and  Assumption  Agreement,  the Commercial
Services  Agreement,  the  Facilities Use  Agreement,  the  Transition  Services
Agreement,  the IP License Agreement, the Transitional Use Intellectual Property
License Agreement (all as defined in the Agreement),  and this Guarantee (all of
the  foregoing,  together  with the  Agreement,  as the  same  now  exist or may
hereafter be amended,  modified,  supplemented,  extended,  renewed, restated or
replaced,   being   collectively   referred   to  herein  as  the   "Acquisition
Agreements"); 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 transactions contemplated by the Acquisition Agreements;
and

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

      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 MCI 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
Acquisition  Agreements (all of which are collectively referred to herein as the
"Guaranteed Obligations"). As

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used  herein,  "Obligations"  means  all  obligations  and  liabilities  of  the
Subsidiary to MCI, 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 Acquisition Agreements.

            (b) This  Guarantee is a guaranty of payment and not of  collection.
The  Guarantor  agrees  that MCI need not  attempt  to  collect  any  Guaranteed
Obligations  from the Subsidiary,  but may require the Guarantor to make payment
of all of the Guaranteed  Obligations  when due or at any time  thereafter.  MCI
shall apply any amounts received in respect of the Guaranteed Obligations to any
of the Guaranteed Obligations, as if such payments were made by Subsidiary.

      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 Agreement and any of the other Acquisition Agreements that is
signed by an authorized officer of the Subsidiary, and the guarantee made herein
shall  apply to the  Agreement  and the  other  Acquisition  Agreements  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 MCI 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  MCI or any
statements by MCI in connection with this Guarantee.


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            (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
MCI by the Guarantor hereunder, and the Guarantor hereby further irrevocably and
unconditionally  waives and  relinquishes  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 MCI 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 any of the  Acquisition  Agreements  shall be in
effect.

      5. Reinstatement. If after receipt of any payment of any of the Guaranteed
Obligations,  MCI 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 MCI. The  Guarantor  shall be liable to pay to MCI, and
does indemnify and hold MCI 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 MCI 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 MCI and the
Guarantor.  MCI 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
MCI. Any such waiver shall be enforceable  only to the extent  specifically  set
forth  therein.  A waiver by MCI 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 MCI would  otherwise  have on any future  occasion,  whether
similar in kind or otherwise.


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      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 or businesses of
the  Guarantor  or the  rights  of  MCI  hereunder  or  under  any of the  other
Acquisition  Agreements.  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 in accordance with its terms.

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

            (a) The validity,  interpretation  and enforcement of this Guarantee
and any dispute arising out of the  relationship  between the Guarantor and MCI,
whether  in  contract,  tort,  equity or  otherwise,  shall be  governed  by the
internal  laws of the  State  of New  York,  but  excluding  any  principles  of
conflicts  of law or other rule of law that would cause the  application  of the
law of any jurisdiction other that the laws of the State of New York.

            (b) The Guarantor and MCI hereby  voluntarily submit and consent to,
and waive any  defense  to, the  jurisdiction  of the  federal  or state  courts
located in the State 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 any of the other  Acquisition  Agreements  or in any way  connected
with or  related or  incidental  to the  dealings  of the  Guarantor  and MCI in
respect of this  Guarantee  or any of the other  Acquisition  Agreements  or the
transactions  related  hereto or thereto,  in each case  whether now existing or
hereafter  arising,  and agree that any dispute arising out of the  relationship
between  the  Guarantor  or the  Subsidiary  and MCI or the  conduct of any such
persons in connection with this Guarantee,  the other Acquisition  Agreements or
otherwise shall be heard only 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 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 MCI'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

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which the  Guarantor  shall be deemed in default and  judgment may be entered by
MCI  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 OTHER ACQUISITION AGREEMENTS OR (ii) IN ANY WAY CONNECTED WITH OR RELATED
OR  INCIDENTAL  TO THE  DEALINGS  OF THE  GUARANTOR  AND MCI IN  RESPECT OF THIS
GUARANTEE OR ANY OF THE OTHER ACQUISITION AGREEMENTS OR THE TRANSACTIONS RELATED
HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR  HEREAFTER  ARISING,  AND
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 MCI MAY FILE AN
ORIGINAL  COUNTERPART  OF A COPY OF THIS  AGREEMENT  WITH ANY  COURT AS  WRITTEN
EVIDENCE OF THE CONSENT OF THE GUARANTOR AND MCI TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.

      9.  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 MCI, addressed to:

                               MCI Communications Services, Inc.
                               22001 Loudoun County Parkway
                               Ashburn, Virginia  20147
                               Facsimile:  (703) 886-0895
                               Attention:  Stephen R. Mooney

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

                               Verizon Communications Inc.
                               140 West Street, 29th Floor
                               New York, New York  10007
                               Facsimile:  (908) 766-3813
                               Attention:  Marianne Drost, Esq.


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                     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.

      10. 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.

      11. 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.

      12.  Successors  and  Assigns.  This  Guarantee  shall be binding upon the
Guarantor and its  successors  and assigns and shall inure to the benefit of MCI
and its successors, endorsees, transferees and assigns.

      13.  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

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or the  Subsidiary in its capacity as debtor or  debtor-in-possession  under the
United States  Bankruptcy  Code);  and all references to the term "MCI" wherever
used herein shall mean MCI and its  respective  successors and assigns and shall
include each affiliate of MCI that is a party to any Acquisition Agreement.  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.

      14.  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.

                         [Signatures on following page]


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                          [Signature page of 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