Exhibit 10.3

                                                                  Execution Copy

                                 GOAMERICA, INC.

                            STOCK PURCHASE AGREEMENT

                   290,135 SHARES OF SERIES A PREFERRED STOCK

                                 August 1, 2007

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                             SCHEDULES AND EXHIBITS

SCHEDULE A         Schedule of Investors

SCHEDULE B         Schedule of Exceptions

SCHEDULE C         Operating Subsidiaries

SCHEDULE D         Insurance

EXHIBIT A          Certificate of Designations

EXHIBIT B          Investor Rights Agreement

EXHIBIT C          Opinion of Company Counsel

EXHIBIT D          Compliance Certificate

<PAGE>

                   SERIES A PREFERRED STOCK PURCHASE AGREEMENT

      THIS SERIES A PREFERRED  STOCK PURCHASE  AGREEMENT  (this  "Agreement") is
made  as of  August  1,  2007,  by  and  between  GoAmerica,  Inc.,  a  Delaware
corporation  (the  "Company"),  and the  investors  listed on  Schedule A hereto
(each, an "Investor" and collectively, the "Investors").

      THE PARTIES HEREBY AGREE AS FOLLOWS:

      1. Purchase and Sale of Stock.

            1.1 Sale and Issuance of Series A Preferred Stock.

                  (a) The Board of  Directors of the Company has  approved,  and
the Company  shall file with the  Secretary of State of the State of Delaware on
or before the Closing (as defined  below),  a Certificate of Designations in the
form attached hereto as Exhibit A (the "Certificate of Designations").

                  (b) The Board of Directors of the Company has  authorized  (i)
the sale and  issuance  to the  Investors  of the Series A  Preferred  Stock (as
defined  below) and (ii) the  issuance of the shares of Common Stock (as defined
below) to be  issued  upon  conversion  of the  Series A  Preferred  Stock  (the
"Conversion  Shares").  The Series A Preferred  Stock and the Conversion  Shares
shall have the rights, preferences, privileges and restrictions set forth in the
Certificate of Designations.

                  (c)  Subject to the terms and  conditions  of this  Agreement,
each Investor agrees,  severally and not jointly, to purchase at the Closing (as
defined  below) and the Company agrees to sell and issue to each Investor at the
Closing,  that number of shares of the  Company's  Series A Preferred  Stock set
forth opposite each Investor's name on Schedule A hereto for a purchase price of
$5.17 per share.

            1.2  Signing  and  Closing.   This   Agreement  is  being   executed
concurrently  with the signing of that certain  asset  purchase  agreement  (the
"Asset  Purchase  Agreement"),   dated  as  the  date  hereof,  by  and  between
Acquisition  1  Corp.,  a  wholly-owned  subsidiary  of  the  Company,  and  MCI
Communications  Services,  Inc.,  providing  for  the  Company's  purchase  of a
telecommunications  relay services business (the  "Business").  The purchase and
sale of the Series A Preferred  Stock  hereunder shall take place at the offices
of  Lowenstein  Sandler PC, 65  Livingston  Avenue,  Roseland,  New Jersey 07068
promptly  following  the  filing of the  Certificate  of  Designations  with the
Secretary of State of the State of Delaware (which time and place are designated
as the "Closing").  At the Closing, the Company shall deliver to each Investor a
certificate  representing  the Series A  Preferred  Stock that such  Investor is
purchasing  against  payment of the purchase  price therefor by wire transfer of
immediately available funds to an account designated by the Company.

            1.3 Use of Proceeds.  The Company  shall use the  proceeds  from the
sale of the Series A Preferred  Stock to the Investors  (a) for general  working
capital  purposes,  (b) to pay the $1,000,000  deposit payable upon execution of
the  Asset  Purchase  Agreement  and (c) to pay fees and  expenses  incurred  in
connection with the foregoing.


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                  1.4  Transaction  Fee.  Concurrently  with  the  Closing,  the
Company  shall pay to the Investors by wire  transfer of  immediately  available
funds (to the  account or  accounts  designated  by the  Investors  prior to the
Closing), an aggregate transaction fee of $40,000.

            2. Representations and Warranties of the Company. The Company hereby
represents  and warrants to each Investor  that,  except as set forth in the SEC
Reports (as defined  below) or on the Schedule of Exceptions  (the  "Schedule of
Exceptions")  furnished to each Investor prior to execution  hereof and attached
hereto as Schedule B, which exceptions shall be deemed to be representations and
warranties as if made hereunder:

                  2.1 Organization, Good Standing and Qualification. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the  State of  Delaware.  The  Company  is duly  qualified  to  transact
business and is in good standing in each jurisdiction in which the failure to so
qualify  would  have a  material  adverse  change  in the  assets,  liabilities,
customer or supplier relationships,  financial condition,  operations or results
of  operations  of the  Company  and the  Business  taken as a whole,  provided,
however, in each case, not including any change that (A) is generally applicable
to the U.S. economy,  (B) is generally  applicable to Internet protocol data and
voice providers, (C) results from the execution of the Asset Purchase Agreement,
the  announcement  of the Asset Purchase  Agreement or the  consummation  of the
transactions  contemplated  by the Asset  Purchase  Agreement  or (D) relates to
changes in generally  accepted  accounting  principles  generally  applicable to
companies serving as Internet protocol data and voice providers  occurring after
the date of the Asset Purchase Agreement (a "Material Adverse Effect").

                  2.2 Capitalization and Voting Rights.

                        (a)  Authorized  Stock.  The  authorized  capital of the
Company consists of:

                              (i) Preferred Stock. 4,351,943 shares of Preferred
Stock,  par value  $.01 per share  (the  "Preferred  Stock"),  none of which are
issued or  outstanding  as of the date hereof.  Upon filing the  Certificate  of
Designations  with the  Secretary  of State of the  State of  Delaware,  290,135
shares of  Preferred  Stock shall be  designated  Series A Preferred  Stock (the
"Series  A  Preferred  Stock"),  all of  which  shall be sold  pursuant  to this
Agreement; and

                              (ii) Common  Stock.  200,000,000  shares of Common
Stock, par value $.01 per share ("Common Stock"),  of which 2,486,668 shares are
issued and  outstanding  as of the date  hereof,  and 24,063  shares are held in
treasury as of the date hereof.

                        (b) Valid  Issuance.  The  outstanding  shares of Common
Stock  are  all  duly  and  validly  authorized  and  issued,   fully  paid  and
nonassessable,  and were  issued in  compliance  with all  applicable  state and
federal laws concerning the issuance of securities.

                        (c)  Rights  to  Acquire.  Except  for  (i)  options  to
purchase an aggregate of 83,191 shares of Common Stock  granted and  outstanding
under the GoAmerica  Communications Corp. 1999 Stock Option Plan, the


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GoAmerica,  Inc. 1999 Stock Plan,  the GoAmerica,  Inc.  Employee Stock Purchase
Plan and the GoAmerica,  Inc. 2005 Equity Compensation Plan  (collectively,  the
"Company  Option  Plans") and (ii)  warrants to purchase an  aggregate of 84,320
shares of Common Stock granted and  outstanding,  there are not  outstanding any
options,  warrants,  rights  (including  conversion  or  preemptive  rights)  or
agreements for the purchase or acquisition from the Company of any shares of its
capital stock as of the date hereof. The Company has reserved a total of 272,478
shares of Common Stock for issuance  under the Company  Option Plans  (including
the shares described above).

                        (d) Voting of Shares.  Other  than the  Investor  Rights
Agreement,  dated as of the date hereof,  a copy of which is attached  hereto as
Exhibit B (the  "Investor  Rights  Agreement"),  the  Company  is not a party or
subject to any agreement or understanding and, to the Company's knowledge, there
is no agreement  or  understanding  between any persons  and/or  entities  which
affects or relates to the voting or giving of written  consents  with respect to
any security of the Company.

                  2.3 Operating Subsidiaries.

                        (a)  Schedule  C  hereto  sets  forth  the  name of each
operating  subsidiary  of the  Company  (each,  an  "Operating  Subsidiary"  and
collectively,  the "Operating  Subsidiaries") and the jurisdiction in which such
Operating  Subsidiary  is  incorporated.  Each  Operating  Subsidiary  is a duly
organized and validly existing corporation or other entity and has all requisite
corporate  power and authority to carry on its business as now  conducted.  Each
Operating  Subsidiary  is duly  qualified  to transact  business  and is in good
standing in each  jurisdiction  in which the failure so to qualify  would have a
Material Adverse Effect.

                        (b) All of the  outstanding  shares of capital  stock of
each  Operating  Subsidiary of the Company are duly and validly  authorized  and
issued,  fully paid and  non-assessable  and are owned  directly by the Company,
free and  clear of all  liens,  encumbrances,  preemptive  rights,  subscription
rights,  other rights to  purchase,  voting or transfer  restrictions  and other
claims,  except as set forth in or contemplated by the Credit  Agreement.  There
are no  outstanding  rights,  warrants  or options to  acquire,  or  instruments
convertible  into or  exchangeable  for, any equity  interests of any  Operating
Subsidiary.

                        (c)  Each  subsidiary  of  the  Company  that  is not an
Operating  Subsidiary (i) has consolidated gross revenues for the period of four
fiscal  consecutive  quarters most recently ended of less than $5,000,  (ii) has
consolidated  total assets on the last day of the fiscal  quarter most  recently
ended of less than $5,000 and (iii) does not own or possess the right to use any
Intellectual  Property  Rights or other assets that are material to the business
of the  Company and its  subsidiaries,  taken as a whole.  For  purposes of this
Agreement,  the terms  "subsidiary" and  "subsidiaries"  of any person means any
corporation,  partnership, joint venture, limited liability company, association
or other legal entity of which such person  (either alone or through or together
with any other  subsidiary),  owns,  directly or indirectly,  50% or more of the
stock or other equity  interests  the holder of which is  generally  entitled to
vote for the election of the board of directors or other  governing body of such
corporation,  partnership, joint venture, limited liability company, association
or other legal entity.


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                  2.4 Authorization. Other than the filing of the Certificate of
Designations  with the  Secretary  of State of the State of Delaware and filings
required under federal and state  securities  laws, all corporate  action on the
part  of  the  Company,  its  directors  and  stockholders   necessary  for  the
authorization,  execution and delivery by the Company of this  Agreement and the
Investor  Rights  Agreement,  the  performance of all obligations of the Company
hereunder and thereunder, and the authorization,  sale, issuance and delivery of
the Series A Preferred  Stock being sold  hereunder  and the  Conversion  Shares
issuable upon  conversion of the Series A Preferred Stock has been taken or will
be taken prior to the Closing.  This Agreement and the Investor Rights Agreement
constitute valid and legally binding obligations of the Company,  enforceable in
accordance  with their  respective  terms,  except (i) as limited by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  and other laws of general
application  affecting  enforcement of creditors'  rights  generally and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies.

                  2.5 Valid Issuance of Preferred  Stock. The Series A Preferred
Stock that is being purchased by the Investors hereunder,  when issued, sold and
delivered in accordance  with the terms of this Agreement for the  consideration
expressed herein, will be duly and validly issued,  fully paid and nonassessable
and  will be free of  restrictions  on  transfer,  other  than  restrictions  on
transfer (a) under this Agreement and the Investor Rights  Agreement,  (b) under
applicable  state and federal  securities  laws and (c)  otherwise  imposed as a
result of actions taken by the Investors.  The Conversion  Shares have been duly
and validly  reserved for issuance and,  upon  issuance in  accordance  with the
terms of the Certificate of Designations, will be duly and validly issued, fully
paid and nonassessable and will be free of restrictions on transfer,  other than
restrictions  on  transfer  (a) under this  Agreement  and the  Investor  Rights
Agreement,  (b) under  applicable  state  and  federal  securities  laws and (c)
otherwise imposed as a result of actions taken by the Investors.

                  2.6  Governmental  Consents.  No consent,  approval,  order or
authorization of, or registration,  qualification,  designation,  declaration or
filing with, any federal,  state or local governmental  authority on the part of
the Company is required in connection with the  consummation of the transactions
contemplated by this Agreement, except for (i) such consents, approvals, orders,
authorizations,  registrations,  qualifications,  designations,  declarations or
filings  which are not required to be obtained  prior to the  Closing,  (ii) the
filing of the  Certificate  of  Designations  with the Secretary of State of the
State  of  Delaware,  (iii)  the  filing  with The  Nasdaq  Stock  Market,  Inc.
("Nasdaq") of an application to list the Conversion Shares and (iv) such filings
as are required  pursuant to applicable  federal and state  securities  laws and
blue sky laws,  which  filings will be effected  within the  required  statutory
period.

                  2.7  Offering.  Subject in part to the truth and  accuracy  of
each Investor's  representations  set forth in Section 3 of this Agreement,  the
offer,  sale and issuance of the Series A Preferred Stock and Conversion  Shares
as contemplated by this Agreement are exempt from the registration  requirements
of the Securities Act of 1933, as amended (the "Act"),  and the qualification or
registration   requirements   of  applicable   state  blue  sky  laws,  as  such
registration  requirements and laws currently exist. Neither the Company nor any
authorized  agent acting on its behalf will take any action hereafter that would
cause the loss of such exemption.


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<PAGE>

                  2.8  Litigation.  There  is no  action,  suit,  proceeding  or
investigation  pending  or, to the  Company's  knowledge,  currently  threatened
against the Company that  questions  the validity of this  Agreement,  the Asset
Purchase  Agreement,  the Managed  Services  Agreement (as defined below) or the
Investor  Rights  Agreement,  or the  right of the  Company  to enter  into such
agreements or to consummate the transactions  contemplated hereby, or that would
reasonably be expected to result, either individually or in the aggregate,  in a
Material  Adverse Effect or in any change in the current equity ownership of the
Company.  Neither the Company nor any Operating Subsidiary is a party or subject
to the  provisions  of any order,  writ,  injunction,  judgment or decree of any
court or government agency or instrumentality.

                  2.9 Asset Purchase  Agreement and Managed Services  Agreement.
The Company has delivered to counsel to the Investors  true and complete  copies
of the Managed Services  Agreement,  dated as of the date hereof, by and between
the Company and Stellar Nordia Services LLC, a Nevada limited  liability company
(the  "Managed  Services  Agreement"  and,  together  with  the  Asset  Purchase
Agreement and the documents  referenced in both of the Asset Purchase  Agreement
and the Managed Services  Agreement  pertaining to the acquisition  described in
the Asset Purchase Agreement, the "Operative Agreements").  All corporate action
on the part of the Company,  its  directors and  stockholders  necessary for the
authorization, execution and delivery by the Company of the Operative Agreements
and the performance of all obligations of the Company  thereunder has been taken
or will be  taken  prior  to the  closing  provided  for in the  Asset  Purchase
Agreement.  The Operative Agreements will constitute,  when executed,  valid and
legally  binding  obligations  of  the  Company,  and  will  be  enforceable  in
accordance  with their  respective  terms,  except (i) as limited by  applicable
bankruptcy,  insolvency,  reorganization,  moratorium  and other laws of general
application  affecting  enforcement of creditors'  rights  generally and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, any
federal,  state or local  governmental  authority  on the part of the Company is
required in connection with the consummation of the transactions contemplated by
the Operative  Agreements,  except as described in the Asset Purchase  Agreement
and the Schedules thereto as of the date hereof.

                  2.10  Intellectual  Property.  Except  as  would  not  have  a
Material Adverse Effect:

                        (a) To its  knowledge,  the Company  and each  Operating
Subsidiary  owns  sufficient  right,  title  and  interest  in  and  to,  or has
sufficient  right to use  pursuant to a valid  license,  option,  assignment  or
agreement,  all of the  Intellectual  Property Rights (as defined below) used by
them and which the Company  believes  are  necessary  for the  operation  of the
business of the Company and each  Operating  Subsidiary as presently  conducted,
and the lack of which would  conflict  with or infringe  the rights of any third
party,  except for such items as have yet to be  conceived  or developed or that
are expected to be available for licensing on reasonable  terms. The Company and
each Operating  Subsidiary has taken reasonable  actions to maintain and protect
the confidentiality of Intellectual  Property Rights consisting of trade secrets
that it owns. The Intellectual Property Rights that the Company or any Operating
Subsidiary owns, consisting of patents,  copyrights,  trademarks,  service marks
and trade names, do not, to the Company's  knowledge,  conflict with or infringe
upon  the  rights  of third  parties,  except  for such


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<PAGE>

items as have yet to be  conceived  or  developed  or that  are  expected  to be
available for licensing on reasonable  terms.  Since January 1, 2006, there have
been no written claims made against the Company or any subsidiary  asserting the
invalidity,  misuse or unenforceability of any Intellectual Property Rights that
the Company or any subsidiary owns and, to the Company's knowledge, there are no
valid grounds for the same.  Since January 1, 2006,  neither the Company nor any
subsidiary  has received  any  communications  alleging  that the Company or any
subsidiary has violated,  infringed or misappropriated any Intellectual Property
Rights of any other person or entity.  To the Company's  knowledge,  neither the
Company nor any  subsidiary is violating,  infringing  or  misappropriating  the
Intellectual  Property  Rights of any other person or entity.  Since  January 1,
2006, to the Company's knowledge,  no third party has interfered with, infringed
upon, violated, misappropriated, or otherwise come into conflict with any of the
Company's or any of its Operating Subsidiary's  Intellectual Property Rights, or
of any right of any third  party  (to the  extent  licensed  by or  through  the
Company or its  Operating  Subsidiaries),  or breached  any license or agreement
involving  Intellectual  Property Rights. Except as set forth on the Schedule of
Exceptions,  the  Company has not brought  any  action,  suit or  proceeding  or
asserted any claim against any person or entity  related to the  foregoing.  The
Company is not aware that any of its  employees is obligated  under any contract
(including licenses, covenants or commitments of any nature) or other agreement,
or  subject  to any  judgment,  decree or order of any  court or  administrative
agency,  that would interfere with the use of his or her best efforts to promote
the interests of the Company or that would  prevent the employee from  assigning
his/her inventions to the Company.

                        (b)  Neither  the   execution   nor   delivery  of  this
Agreement,  the Operative  Agreements or the Investor Rights Agreement,  nor the
carrying on of the Company's  business by the employees of the Company,  nor the
employment of any employee of the Company,  will,  to the  Company's  knowledge,
conflict with or result in a breach of the terms,  conditions or provisions  of,
or constitute a default under, any contract,  covenant or instrument under which
any of such  employees  is now  obligated,  including  but not  limited  to, any
employment contract,  patent disclosure agreement,  confidentiality agreement or
any  other  contract  or  agreement  relating  to the  relationship  of any such
employee with the Company.

                        (c)  For  purposes  of  this  Agreement,   "Intellectual
Property Rights" means all (i) patents, patent applications,  patent disclosures
and inventions, (ii) trademarks, service marks, trade names, logos and corporate
names  and  registrations  and  applications  for  registration  thereof,  (iii)
copyrights   (registered  and   unregistered)   and   copyrightable   works  and
registrations  and applications for  registration  thereof,  (iv) mask works and
registrations and applications for registration  thereof, (v) computer software,
data,  databases  and  documentation  thereof,  (vi)  trade  secrets  and  other
confidential  information  (including,   without  limitation,  ideas,  formulas,
compositions,  inventions (whether patentable or unpatentable and whether or not
reduced to  practice),  know-how,  manufacturing  and  production  processes and
techniques,  research and  development  information,  drawings,  specifications,
designs,  plans,  proposals,  technical data,  financial and marketing plans and
customer  and  supplier  lists and  information)  and (vii)  other  intellectual
property  rights.  As used in this  Agreement,  the  phrases  "to the  Company's
knowledge"  and "the Company is not aware" or any similar  expression  or phrase
refers to the actual  knowledge  of the  executive  officers of the Company (and
does not include any constructive or imputed notice of any information).


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                  2.11 Compliance with Other Instruments.  The Company is not in
violation  of any  provision  of its  certificate  of  incorporation  or Bylaws.
Neither  the  Company  nor  any  of  its  subsidiaries  is in  violation  of any
instrument,  judgment,  order,  writ,  decree  or  contract,  statute,  rule  or
regulation to which the Company or any  subsidiary is subject and a violation of
which would reasonably be expected to result in a Material  Adverse Effect.  The
execution,  delivery and performance of this Agreement, the Operative Agreements
and the Investor Rights  Agreement,  and the  consummation  of the  transactions
contemplated hereby and thereby will not result in any such violation,  or be in
conflict with or  constitute,  with or without the passage of time and giving of
notice, either a default under any such provision,  instrument, judgment, order,
writ,  decree or contract or an event that  results in the creation of any lien,
charge or  encumbrance  upon any assets of the Company or any  subsidiary or the
suspension,  revocation,  impairment,  forfeiture  or nonrenewal of any material
permit,  license,  authorization  or approval  applicable  to the Company or any
subsidiary,  their  business or operations or any of their assets or properties,
other than  conflicts,  defaults or other results which would not  reasonably be
expected to result in a Material Adverse Effect.

                  2.12 Agreements; Action.

                        (a)  Except  for  agreements   explicitly   contemplated
hereby,  there are no agreements,  written or oral,  between the Company and any
subsidiary and any of their officers, directors or affiliates.

                        (b)   There   are   no    agreements,    understandings,
instruments,  contracts,  proposed  transactions,  judgments,  orders,  writs or
decrees  to which the  Company or any  subsidiary  is a party or by which any of
them is bound that may involve the license of any  Intellectual  Property Rights
or other  proprietary  right to or from the Company (other than licenses entered
into in the ordinary course of business).

                        (c)    There    are    no    agreements,    commitments,
understandings,   instruments,  contracts,  proposed  transactions,   judgments,
orders, writs or decrees to which the Company or any subsidiary is a party or by
which they are bound that may involve (i) obligations (contingent or otherwise),
or payments to the Company or any subsidiary,  in excess of $250,000, other than
obligations  of, or payments  to, the  Company or any  subsidiary  arising  from
agreements  entered into in the ordinary course of business,  or (ii) provisions
materially  restricting  the  development,  manufacture or  distribution  of the
Company's  products  or  services  (collectively,   "Material  Contracts").  The
Material  Contracts are valid and in full force and effect as to the Company and
any Operating Subsidiary,  and, to the Company's knowledge, to the other parties
thereto.

                        (d)  With  the  exception  of  the  indebtedness  of the
Company and its  subsidiaries  under that certain Credit  Agreement of even date
herewith (the "Credit  Agreement") by and among the Company,  Clearlake  Capital
Group,  LP, as  Administrative  Agent and Collateral Agent and the Lenders party
thereto  (the "Debt  Financing"),  neither the Company  nor any  subsidiary  has
outstanding any indebtedness for money borrowed (which, for clarity, the parties
agree does not include accounts payables or other trade payables, capital leases
or accrued  expenses) in excess of $250,000 or, in the case of indebtedness  for
money borrowed


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<PAGE>

individually less than $250,000, in excess of $5,000,000 in the aggregate, other
than liabilities incurred in the ordinary course of business.

                        (e) For the purposes of  subsections  (a) and (b) above,
all  indebtedness,   liabilities,   agreements,   understandings,   instruments,
contracts  and  proposed  transactions  involving  the  same  person  or  entity
(including  persons or entities the Company has reason to believe are affiliated
therewith) shall be aggregated for the purpose of meeting the individual minimum
dollar amounts of such subsections.

                  2.13 Related Party  Transactions  Since the filing of the last
SEC Report (as defined  below),  there have been no related  party  transactions
that would be  required  to be  disclosed  in the SEC  Reports  pursuant to Item
404(a) of the SEC's  Regulation  S-K that have not been so  disclosed in the SEC
Reports.

                  2.14 SEC Filings; Financial Statements

                        (a) The Company  has timely  filed all reports and proxy
statements  (including  all  information  incorporated  therein,  amendments and
supplements thereto) required to be filed by the Company with the Securities and
Exchange  Commission (the "SEC") since January 1, 2005 (all reports filed by the
Company under the Securities  Exchange Act of 1934, and the applicable rules and
regulations   promulgated  thereunder  since  January  1,  2006,  including  any
amendments  thereto,  collectively,  the "SEC Reports").  As of their respective
dates, the SEC Reports  complied in all material  respects with the requirements
of the Securities Exchange Act of 1934, and the applicable rules and regulations
promulgated  thereunder.  As of the time of filing with the SEC, none of the SEC
Reports so filed contained any untrue statement of a material fact or omitted to
state any material fact  required to be stated  therein or necessary in order to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

                        (b) The audited consolidated financial statements of the
Company  (including any related notes thereto)  included in the SEC Reports (the
"Year-End  Statements") have been prepared in accordance with generally accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
involved (except as may be indicated in the notes thereto) and fairly present in
all material respects the consolidated financial position of the Company and its
subsidiaries  at the respective  dates thereof and the  consolidated  results of
operations,  cash flows and changes in  stockholders'  equity of the Company and
its subsidiaries for the periods indicated. The unaudited consolidated financial
statements of the Company  (including any related notes thereto) for all interim
periods included in the SEC Reports (together with the Year-End Statements,  the
"Financial Statements") have been prepared in accordance with generally accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
involved (except as may be indicated in the notes thereto) and fairly present in
all material respects the consolidated financial position of the Company and its
subsidiaries at of the respective dates thereof and the consolidated  results of
operations,  cash flows and changes in  stockholders'  equity of the Company and
its  subsidiaries  for the periods  indicated  (subject to normal and  recurring
period-end adjustments that have not been and are not expected to be material to
the Company and its subsidiaries taken as a whole).


                                      -8-
<PAGE>

                        (c) To the Company's  knowledge,  except as set forth in
the  Financial   Statements,   the  Schedule  of  Exceptions  or  the  Operative
Agreements,  or with respect to the Debt Financing,  the Company has no material
liabilities, contingent or otherwise, other than (a) liabilities incurred in the
ordinary course of business  subsequent to March 31, 2007 and (b) liabilities or
obligations  under contracts and commitments  incurred in the ordinary course of
business  or  otherwise  not  required  under  generally   accepted   accounting
principles to be reflected in the Financial  Statements.  Except as disclosed in
the Financial Statements,  neither the Company nor any subsidiary is a guarantor
or indemnitor of any  indebtedness  of any other  person,  firm or  corporation,
other than the  Company or any  subsidiary.  The  Company  maintains a system of
accounting  established and  administered in accordance with generally  accepted
accounting principles.

                  2.15  Changes.  Since  March  31,  2007,  except  as would not
reasonably  be  expected  to  have a  Material  Adverse  Effect  and  except  as
contemplated by the  transactions  associated with the Operative  Agreements and
the Debt Financing, there has not been:

                  (a) any change in the assets, liabilities, financial condition
or operating results of the Company and its subsidiaries, taken as a whole, from
that  reflected  in the  Financial  Statements,  except  changes in the ordinary
course of business;

                  (b) any material change or amendment to a material contract or
arrangement  by which the Company or any of its assets or properties is bound or
subject;

                  (c) any sale,  assignment,  pledge, grant of security interest
or transfer  of any  patents,  trademarks,  copyrights,  trade  secrets or other
intangible assets;

                  (d) any  resignation  or  termination of employment of any key
employee of the Company and its Operating Subsidiaries;

                  (e) any mortgage,  pledge, transfer of a security interest in,
or lien,  created by the Company or any  subsidiary,  with respect to any of its
material properties or assets, except liens for taxes not yet due or payable; or

                  (f)  any  agreement  or  commitment  by  the  Company  or  any
subsidiary to do any of the things described in this Section 2.15.

                  2.16 Tax  Returns,  Payments  and  Elections.  The Company has
timely filed all tax returns (federal,  state and local) required to be filed by
it, which tax returns are true and correct in all material respects. The Company
has paid all taxes and other  assessments due, if any, except those contested by
it in good faith that are listed in the  Schedule of  Exceptions.  Except as set
forth in the Schedule of  Exceptions,  none of the Company's  federal income tax
returns  and  none of its  state  income  or  franchise  tax or sales or use tax
returns has ever been audited by  governmental  authorities  and, as of the date
hereof,  to  the  Company's  knowledge,  there  is  no  such  audit  pending  or
threatened.  Since  March 31,  2007,  the Company  has not  incurred  any taxes,
assessments  or  governmental  charges  other  than in the  ordinary  course  of
business and the Company has made  adequate  provisions  on its books of account
for  all  taxes,  assessments  and  governmental  charges  with  respect  to its
business,  properties  and  operations  for such  period.  Except  as would  not
constitute a Material Adverse Effect, the Company has


                                      -9-
<PAGE>

withheld or  collected  from each  payment  made to each of its  employees,  the
amount of all taxes  (including,  but not  limited  to,  federal  income  taxes,
Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes)
required  to be withheld or  collected  therefrom,  and has paid the same to the
proper tax receiving officers or authorized depositories.

                  2.17 Permits. The Company and its Operating  Subsidiaries have
all franchises,  permits,  licenses and any similar authority  necessary for the
conduct of their respective  businesses as now being conducted by them, the lack
of which would result in a Material Adverse Effect.  Neither the Company nor any
Operating  Subsidiary  is in default in any material  respect  under any of such
franchises,  permits,  licenses or other  similar  authority.  To the  Company's
knowledge,  neither  the  Company  nor any  Operating  Subsidiary  has  received
notification  of proceedings  relating to revocation or modification of any such
franchises, permits, licenses or other similar authority.

                  2.18   Environmental   and  Safety  Laws.   To  the  Company's
knowledge,  the Company and its  subsidiaries  are in compliance in all material
respects with all  applicable  statutes,  laws and  regulations  relating to the
environment or occupational  health and safety and, to the Company's  knowledge,
no  material  expenditures  are or will be  required in order to comply with any
such existing statute, law or regulation. Neither the Company nor any subsidiary
has  received  any written  communication  from a  governmental  authority  with
respect to any material violation of such statutes, laws or regulations.

                  2.19  Disclosure.  Neither this  Agreement  (including all the
exhibits  and  schedules  hereto)  nor any  certificates  made or  delivered  in
connection herewith contains any untrue statement of a material fact or omits to
state a material  fact  necessary to make the  statements  herein or therein not
misleading in light of the circumstances under which they were made.

                  2.20 Title to Property  and Assets.  The  property  and assets
that the  Company  or any  subsidiary  owns are  owned  by the  Company  or that
subsidiary  free and clear of all  mortgages,  liens,  loans  and  encumbrances,
except (i) for statutory liens for the payment of current taxes that are not yet
delinquent,  (ii) for liens,  encumbrances and security  interests that arise in
the ordinary course of business and that do not secure indebtedness for borrowed
money (which, for clarity,  the parties agree does not include accounts payables
or other trade  payables,  capital  leases or accrued  expenses)  or  guarantees
thereof,  and (iii)  defects  in title,  none of which,  individually  or in the
aggregate,  materially impair the Company's or the subsidiary's ownership or use
of such property or assets.  With respect to the property and assets the Company
or any subsidiary  leases, the Company or the subsidiary,  as applicable,  is in
compliance  with such leases except where the failure to be in compliance  would
not constitute a Material  Adverse  Effect and, to its knowledge,  holds a valid
leasehold interest free of any liens, claims or encumbrances, subject to clauses
(i), (ii) and (iii).

                  2.21  Employee  Benefit  Plans.  The Company  does not have or
contribute  to any  "employee  benefit  plan"  as such  term is  defined  in the
Employee  Retirement  Income  Security Act of 1974  ("ERISA") that is subject to
Title IV of ERISA or the funding  requirements  of Section  412 of the  Internal
Revenue Code of 1986, as amended.


                                      -10-
<PAGE>

                  2.22 Labor Agreements and Actions. Neither the Company nor any
subsidiary  is bound by or subject to any contract,  commitment  or  arrangement
with any labor  union.  Except as  disclosed  in the SEC  Reports,  neither  the
Company nor any  subsidiary  is a party to or bound by any  currently  effective
material  employment  contract,  deferred  compensation  agreement,  bonus plan,
incentive  plan,  profit  sharing plan,  retirement  agreement or other employee
compensation  agreement.  To the  Company's  knowledge,  the  Company  and  each
subsidiary has complied in all material  respects with all applicable  state and
federal equal employment opportunity and other laws related to employment.

                  2.23  Insurance.  The Company and its  Operating  Subsidiaries
have in full  force and  effect  the  insurance  policies  listed on  Schedule D
hereto.  There are no claims in excess  of  $100,000  in the  aggregate  pending
against the Company under any insurance  policies currently in effect, or by the
Company  against  any of its  insurance  carriers  and  covering  the  property,
business or  employees  of the  Company,  and all  premiums due and payable with
respect to the policies maintained by the Company have been paid.

                  2.24 Fees.  Except as set forth in the Schedule of Exceptions,
the Company  has no  contract,  arrangement  or  understanding  with any broker,
finder or similar agent with respect to the  transactions  contemplated  by this
Agreement.

            3.  Representations  and Warranties of the Investors.  Each Investor
severally and not jointly hereby represents, warrants and covenants that:

                  3.1 Authorization.  Such Investor has full power and authority
to enter into this Agreement and the Investor  Rights  Agreement,  and each such
agreement  constitutes its valid and legally binding obligation,  enforceable in
accordance  with its terms,  except (a) as  limited  by  applicable  bankruptcy,
insolvency,  reorganization,  moratorium  and other laws of general  application
affecting  enforcement of creditors'  rights  generally,  (b) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable  remedies,  and  (c)  to the  extent  the  indemnification  provisions
contained in the Investor Rights Agreement may be limited by applicable  federal
or state securities laws.

                  3.2 Purchase Entirely for Own Account.  This Agreement is made
with such  Investor  in  reliance  upon such  Investor's  representation  to the
Company,  which by such  Investor's  execution of this  Agreement  such Investor
hereby  confirms,  that the  Series A  Preferred  Stock to be  received  by such
Investor  and  the   Conversion   Shares   issuable  upon   conversion   thereof
(collectively,  the  "Securities")  will be  acquired  for  investment  for such
Investor's  own account,  not as a nominee or agent,  and not with a view to the
resale  or  distribution  of any part  thereof,  and that such  Investor  has no
present  intention  of  selling,  granting  any  participation  in or  otherwise
distributing  the same.  By executing  this  Agreement,  such  Investor  further
represents that such Investor does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Securities.

                  3.3 Disclosure of Information.  Such Investor  believes it has
received all the information it considers  necessary or appropriate for deciding
whether  to  purchase  the  Series A  Preferred  Stock.  Such  Investor  further
represents  that it has had an opportunity to ask


                                      -11-
<PAGE>

questions  and  receive  answers  from  the  Company  regarding  the  terms  and
conditions  of the  offering of the Series A Preferred  Stock and the  business,
properties,  prospects and financial  condition of the Company.  The  foregoing,
however,  does not limit or modify the  representations  and  warranties  of the
Company in Section 2 of this  Agreement  or the right of the  Investors  to rely
thereon.

                  3.4  Investment  Experience.  Such  Investor is an investor in
public  companies with relatively low market  capitalizations  and  acknowledges
that  it is  able  to  fend  for  itself,  can  bear  the  economic  risk of its
investment,  and has such  knowledge  and  experience  in  financial or business
matters that it is capable of evaluating  the merits and risks of the investment
in the Series A Preferred Stock. If other than an individual, such Investor also
represents  it has not been  organized for the purpose of acquiring the Series A
Preferred Stock.

                  3.5  Accredited  Investor.  Such  Investor  is an  "accredited
investor"  within the meaning of SEC Rule 501 of  Regulation  D, as presently in
effect.

                  3.6 Restricted Securities.  Such Investor understands that the
Securities it is purchasing are  characterized as "restricted  securities" under
the federal securities laws inasmuch as they are being acquired from the Company
in a transaction  not  involving a public  offering and that under such laws and
applicable  regulations such Securities may be resold without registration under
the Act only in certain  limited  circumstances.  In the absence of an effective
registration  statement  covering the Securities or an available  exemption from
registration  under the Act, the Securities must be held  indefinitely.  In this
connection,  such Investor  represents that it is familiar with SEC Rule 144, as
presently in effect, and understands the resale limitations  imposed thereby and
by the Act,  including  without  limitation  the Rule 144 condition that current
information about the Company be available to the public.

                  3.7 Further  Limitations  on  Disposition.  Without in any way
limiting the  representations  set forth above, such Investor further agrees not
to make any disposition of all or any portion of the Securities unless and until
the  transferee has agreed in writing for the benefit of the Company to be bound
by this Section 3 and the Investor Rights Agreement,  provided and to the extent
that this Section 3 and the Investor Rights Agreement are then applicable, and:

                        (a)  There is then in  effect a  registration  statement
under the Act covering such proposed disposition and such disposition is made in
accordance with such registration statement; or

                        (b) (i) Such Investor shall have notified the Company of
the proposed  disposition  and shall have  furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (ii) if
requested by the Company, such Investor shall have furnished the Company with an
opinion of counsel, reasonably satisfactory to the Company that such disposition
will not require registration of such shares under the Act.

            Notwithstanding  the provisions of subsections (a) and (b) above, no
such  registration  statement  or opinion of counsel  shall be  necessary  for a
transfer by an Investor to any  affiliated  venture  capital fund or  investment
fund, or by an Investor that is a partnership  to a


                                      -12-
<PAGE>

partner of such partnership or a retired partner of such partnership who retires
after the date hereof,  or to the estate of any such partner or retired  partner
or the transfer by gift,  will or intestate  succession of any partner to his or
her spouse or to the siblings,  lineal  descendants or ancestors of such partner
or his or her spouse,  if the transferee  agrees in writing to be subject to the
terms  hereof  to the  same  extent  as if he or she were an  original  Investor
hereunder.

                  3.8 Legends. It is understood that the certificates evidencing
the Securities may bear one or all of the following legends:

                        (a)  "THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED  OR
QUALIFIED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS
OF ANY STATE.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED
UNLESS  (A) THERE IS AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS,  COVERING ANY SUCH TRANSACTION  INVOLVING SAID
SECURITIES,  (B) THE COMPANY RECEIVES AN OPINION OF COUNSEL  SATISFACTORY TO THE
COMPANY STATING THAT SUCH  TRANSACTION IS EXEMPT FROM  REGISTRATION,  OR (C) THE
COMPANY  OTHERWISE  SATISFIES  ITSELF  THAT  SUCH  TRANSACTION  IS  EXEMPT  FROM
REGISTRATION."

                        (b) Any legend required by applicable laws.

                  3.9  Tax  Advisors.  Such  Investor  has  reviewed  with  such
Investor's  own tax advisors the federal,  state and local tax  consequences  of
this investment,  where  applicable,  and the transactions  contemplated by this
Agreement.  Each such Investor is relying solely on such advisors and not on any
statements  or  representations  of  the  Company  or  any  of  its  agents  and
understands  that each such Investor (and not the Company)  shall be responsible
for  such  Investor's  own tax  liability  that may  arise  as a result  of this
investment or the transactions contemplated by this Agreement.

                  3.10 Legal  Advisors.  Such  Investor  acknowledges  that such
Investor has had the opportunity to review this Agreement,  the exhibits and the
schedules  attached hereto and the transactions  contemplated by this Agreement,
the Debt  Financing and the Asset Purchase  Agreement  with such  Investor's own
legal  counsel.  Each such Investor is relying solely on such  Investor's  legal
counsel and, except with respect to the opinion to be delivered to the Investors
pursuant to Section 4.1 hereof,  not on any statements or representations of the
Company  or any of the  Company's  agents,  including  Lowenstein  Sandler PC or
Chadbourne & Parke LLP, for legal advice with respect to this  investment or the
transactions contemplated by this Agreement.

            4. Other Documents Delivered/Actions Taken Upon Signing. Prior to or
concurrently  with the signing of this  Agreement,  the following  actions shall
occur:

                  4.1 Opinion of Company  Counsel.  Each Investor  shall receive
from  Lowenstein  Sandler PC,  counsel for the  Company,  an opinion in the form
attached hereto as Exhibit C.

                  4.2 Compliance Certificate. The President of the Company shall
deliver to each Investor a certificate in the form attached hereto as Exhibit D.


                                      -13-
<PAGE>

                  4.3 Board of  Directors.  The Company shall take all necessary
corporate  action such that  immediately  following the Closing,  Behdad Eghbali
shall be  appointed  to the  Company's  board of  directors.  The Company  shall
execute and deliver an  indemnification  agreement  with such person in form and
substance satisfactory to the Investors.

                  4.4 Secretary's Certificate.  Investors shall receive from the
Company's Secretary a certificate in form and substance reasonably  satisfactory
to the  Investors  having  attached  thereto (a) the  Company's  Certificate  of
Incorporation as in effect at the time of the signing of this Agreement, (b) the
Certificate  of  Designations  that will be filed with the Secretary of State of
the State of Delaware,  (c) the Company's Bylaws as in effect at the time of the
signing of this Agreement and (c) resolutions approved by the Company's board of
directors authorizing the transactions contemplated hereby.

                  4.5 Qualifications.

All authorizations,  approvals or permits, if any, of any governmental authority
or  regulatory  body of the United  States or of any state that are  required in
connection  with the lawful issuance and sale of the Series A Preferred Stock in
the Closing pursuant to this Agreement shall be obtained and shall be effective,
other than such authorizations,  approvals or permits or other filings which may
be timely made after the Closing or which, if not obtained, would not materially
adversely affect the Company upon  consummation of the closings  contemplated by
this Agreement, the Asset Purchase Agreement and the Debt Financing.

                  4.6  Debt   Financing.   All   conditions   precedent  to  the
consummation of the Debt Financing, as set forth in the Credit Agreement,  shall
be satisfied.

            5.  Conditions  of  Investors'  and  Company's  Obligations  at  the
Closing.  The  obligations of each Investor and the Company under Section 1.1(c)
of this Agreement are subject to the  satisfaction  or, where  permitted by law,
waiver on or before the Closing of each of the following conditions:

                  5.1 Filing of Certificate of Designations.  The Certificate of
Designations  shall have been filed with the  Secretary of State of the State of
Delaware.

                  5.2  No  Prohibition.   No  law,  statute,  rule,  regulation,
executive order, decree,  ruling,  injunction or other order (whether temporary,
preliminary  or permanent)  shall have been  enacted,  entered,  promulgated  or
enforced by any United  States or state court or any  governmental  entity which
prohibits,   restrains  or  enjoins  the   consummation   of  the   transactions
contemplated hereunder.

            6. Covenants.

                  6.1  Listing.  After the  Closing,  the Company  will make all
required  filings so that the Conversion  Shares are authorized for quotation on
Nasdaq, subject to official notice of issuance.


                                      -14-
<PAGE>

                  6.2 Further Assurances. Subject to the terms and conditions of
this Agreement,  each party will use its reasonable  commercial efforts to take,
or cause to be taken,  all  actions  and to do, or cause to be done,  all things
reasonably necessary,  proper or advisable under applicable laws and regulations
to consummate the transactions contemplated by this Agreement.

                  6.3 Public  Statements.  Each of the Company and the Investors
agrees  that no public  release  or  announcement  concerning  the  transactions
contemplated  hereby shall be issued  without the prior  written  consent of the
Company or the Investors, except as such release or announcement may be required
by law or the rules or  regulations  of any  applicable  securities  exchange or
regulatory or governmental body to which the relevant party is subject, wherever
situated,  in which case the party required to make the release or  announcement
shall use its  reasonable  commercial  efforts  to  provide  the  Company or the
Investors,  as the case may be,  reasonable  time to comment on such  release or
announcement  in advance of such issuance,  it being  understood  that the final
form and content of any such release or announcement, to the extent so required,
shall be at the final discretion of the disclosing party.

            7. Termination, Expenses

                  7.1 Termination. This Agreement may be terminated:

                        (a) by mutual  written  consent of the Investors and the
Company;

                        (b) by the  Investors  or the  Company  if any  court of
competent  jurisdiction or other  governmental  entity shall have issued a final
order, decree or ruling or taken any other final action  restraining,  enjoining
or otherwise prohibiting the transactions contemplated hereunder and such order,
decree,  ruling or other action is or shall have become final and nonappealable;
or

                        (c)  by  either  the  Investors  or the  Company  if the
Closing  shall not have  occurred  on or before  December  31,  2007;  provided,
however,  that the right to terminate  this  Agreement  pursuant to this Section
7.1(c) shall not be available to the party seeking to terminate unless the party
seeking to  terminate  pursuant to this  Section  7.1(c) shall not have been the
cause of the  failure of the  Closing  to occur on or before  such date and such
action or failure to perform constitutes a breach of this Agreement.

                  7.2 Effect of Termination.  In the event of the termination of
this Agreement  pursuant to Section 7.1, this Agreement shall  forthwith  become
void and there  shall be no  liability  or  obligation  on the part of any party
hereto,  except as  provided  in this  Section  7.2,  and Section 8, which shall
survive such termination;  provided,  however, that nothing herein shall relieve
any party from liability for any breach of this Agreement.

            8. Miscellaneous.

                  8.1 Survival. The warranties, representations and covenants of
the Company and Investors  contained in or made pursuant to this Agreement shall
survive the execution  and delivery of this  Agreement and the Closing and shall
in no way be affected by any investigation of the subject matter thereof made by
or on behalf of the Investors or the Company.


                                      -15-
<PAGE>

                  8.2  Successors  and  Assigns.  Except as  otherwise  provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be  binding  upon the  respective  successors  and  assigns  of the  parties
(including transferees of any securities). Nothing in this Agreement, express or
implied,  is intended to confer upon any party, other than the parties hereto or
their respective  successors and assigns, any rights,  remedies,  obligations or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

                  8.3  Governing  Law. This  Agreement  shall be governed by and
construed  under the laws of the State of New York without  regard to principles
of conflicts of law.

                  8.4 Titles and  Subtitles.  The titles and  subtitles  used in
this  Agreement  are used for  convenience  only and are not to be considered in
construing or interpreting this Agreement.

                  8.5 Notices. All notices required or permitted hereunder shall
be in writing and shall be deemed  effectively given: (a) upon personal delivery
to the party to be notified; (b) when sent by confirmed telex or facsimile or by
electronic mail if sent during normal  business hours of the recipient,  if not,
then on the  next  business  day;  (c)  five  days  after  having  been  sent by
registered or certified mail, return receipt requested,  postage prepaid; or (d)
one day after deposit with a nationally recognized overnight courier, specifying
next day delivery,  with written  verification  of receipt.  All  communications
shall be sent to the  address as set forth on the  signature  page  hereof or at
such other  address as such party may  designate  by ten days'  advance  written
notice to the other parties hereto.

                  8.6 Finder's Fee. Each party  represents  that,  except as set
forth in the  Schedule of  Exceptions  or in this Section 8.6, it neither is nor
will be obligated for any finder's fee or  commission  in  connection  with this
transaction.  Each Investor agrees to indemnify and to hold harmless the Company
from any  liability  for any  commission  or  compensation  in the  nature  of a
finder's fee (and the costs and expenses of defending  against such liability or
asserted  liability)  for which such Investor or any of its officers,  partners,
employees or representatives is responsible. The Company agrees to indemnify and
hold  harmless   each  Investor  from  any  liability  for  any   commission  or
compensation  in the nature of a  finders'  fee (and the costs and  expenses  of
defending against such liability or asserted liability) for which the Company or
any of its officers,  employees or representatives is responsible. 8.7 Expenses;
Attorneys'  Fees.  If any action at law or in equity is  necessary to enforce or
interpret the terms of this Agreement,  the Certificate of Designations,  or the
Investor Rights Agreement,  the prevailing party shall be entitled to reasonable
attorneys'  fees,  costs and  necessary  disbursements  in addition to any other
relief to which such party may be entitled.

                  8.8 Amendments and Waivers.  Any term of this Agreement may be
amended and the  observance of any term of this  Agreement may be waived (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  (i) prior to the Closing,  only with the written consent of the
Company and Investors  acquiring in the  aggregate  more than half the shares of
Series A Preferred Stock to be sold pursuant hereto, and (ii) after the Closing,
only


                                      -16-
<PAGE>

with the  written  consent of the  Company  and the holders of a majority of the
Common Stock issuable or issued upon  conversion of the Series A Preferred Stock
sold pursuant to this Agreement.  Any amendment or waiver effected in accordance
with this  Section  8.8 shall be  binding  upon  each  holder of any  securities
purchased under this Agreement (including  securities into which such securities
are convertible) at the time outstanding,  each future holder of all such Series
A Preferred Stock and the Company. The failure of any party to assert any rights
or remedies shall not constitute a waiver of such rights or remedies.

                  8.9 Severability.  If one or more provisions of this Agreement
are held to be  unenforceable  under  applicable  law, such  provision  shall be
excluded  from  this  Agreement  and  the  balance  of the  Agreement  shall  be
interpreted  as if such  provision  were so excluded and shall be enforceable in
accordance with its terms.

                  8.10  Aggregation  of  Stock.  All  shares  of  the  Series  A
Preferred  Stock held or acquired  by  affiliated  entities or persons  shall be
aggregated  together  for the purpose of  determining  the  availability  of any
rights under this Agreement.

                  8.11  Entire  Agreement.  This  Agreement  and the  documents,
schedules and exhibits  referred to herein constitute the entire agreement among
the  parties  and no party  shall be liable  or bound to any other  party in any
manner by any warranties,  representations  or covenants  except as specifically
set forth herein or therein.

                  8.12  Counterparts.  This  Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

                            [SIGNATURE PAGES FOLLOW]


                                      -17-
<PAGE>

                     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.

                              COMPANY:

                              GOAMERICA, INC.

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

                         Address: 433 Hackensack Avenue
                                  Hackensack, NJ 07601

                              Attn.: Chief Executive Officer

                              With a copy to:

                                  Lowenstein Sandler PC
                                  65 Livingston Avenue
                                  Roseland, NJ 07068
                                  Attn.: Peter H. Ehrenberg, Esq.
                                  Fax No. (973) 597-2400

            [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

<PAGE>

                              INVESTOR:

                              CCP A, L.P.

                              By: CLEARLAKE CAPITAL PARTNERS, LLC
                                  Its General Partner

                              By: CCG Operations, LLC
                                  Its Managing Member

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

                         Address: 650 Madison Avenue, 26th Floor
                                  New York, NY 10022
                                  Fax No. (212) 610-9121

                              With a copy to:

                                  Milbank, Tweed, Hadley & McCloy LLP
                                  601 S. Figueroa St., 30th Floor
                                  Los Angeles, CA 90017
                                  Attn.: Melainie K. Mansfield, Esq.
                                  Fax No. (213) 892-4711

            [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]


                                      -19-
<PAGE>

                                   SCHEDULE A

                              Schedule of Investors

                                             Shares of
Investor                              Series A Preferred Stock    Purchase Price
--------------------------------      ------------------------    --------------
CCP A, L.P.                                            290,135        $1,500,000
                                                       -------        ----------
Total                                                  290,135        $1,500,000


                                  Schedule A-1