<PAGE>

                                                                     EXHIBIT 4.1

NEITHER THE WARRANTS  REPRESENTED BY THIS WARRANT  CERTIFICATE NOR THE SHARES OF
COMMON STOCK OR ANY OTHER  SECURITIES  ISSUABLE  UPON  EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN  ACQUIRED,  AND ANY  SHARES OF  COMMON  STOCK OR ANY OTHER  SECURITIES
ISSUABLE  UPON  EXERCISE  OF SUCH  WARRANTS  ARE  REQUIRED TO BE  ACQUIRED,  FOR
INVESTMENT  PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND MAY NOT
BE SOLD,  ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL TO THE EFFECT THAT  REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

                        VOID AFTER 5:00 P.M. ON 13, 2008

                                 GOAMERICA, INC.
                               WARRANT CERTIFICATE

                    1,000,000 COMMON STOCK PURCHASE WARRANTS


                                                          Hackensack, New Jersey
Warrant Certificate No. SC-1                             As of November 14, 2003

                  THIS  IS  TO  CERTIFY  THAT,  for  value   received,   Stellar
Continental LLC (the a  "Warrantholder")  is the registered owner of such number
of Common Stock Purchase  Warrants  (each,  a "Warrant")  set forth above,  each
Warrant  entitling the owner thereof to purchase from GoAmerica Inc., a Delaware
corporation (the a "Company"),  one duly authorized,  validly issued, fully paid
and  non-assessable  share (each,  a "Warrant  Share") of the common stock,  par
value  $.01 per  share (a  "Common  Stock"),  of the  Company,  at an  aggregate
purchase  price of $0.46 per share (the a "Purchase  Price"),  at any time on or
after the period commencing on the date hereof and terminating at 5:00 p.m., New
York City time,  on November 1, 2008 (the a "Expiration  Date"),  all subject to
the terms and conditions  contained  herein.  As provided  herein,  the Purchase
Price and the number of shares of Common Stock or other  securities which may be
purchased  upon  the  exercise  of  the  Warrants   evidenced  by  this  Warrant
Certificate  are, upon the happening of certain events,  subject to modification
and adjustment.

                  This   Warrant   Certificate,   together   with  any   warrant
certificate(s)  issued in  replacement or  substitution  hereof (as provided for
herein)  evidencing all or part of the Warrants  evidenced hereby, are sometimes
collectively referred to herein as the "Warrant Certificates"


                  The  rights  of  the   registered   holder  of  this   Warrant
Certificate shall be subject to the following further terms and conditions:


                                       1
<PAGE>

1.       EXERCISE OF WARRANTS.

                  (a) The Warrants may be exercised,  in whole or in part, on or
prior to the Expiration Time by surrendering this Warrant Certificate,  with the
purchase form provided for herein duly executed by the  Warrantholder  or by the
Warrantholder's duly authorized attorney-in-fact, at the principal office of the
Company,  presently  located at 433 Hackensack  Avenue,  Hackensack,  New Jersey
07601 or at such other office or agency in the United  States as the Company may
designate  by notice in  writing to the  Warrantholder  (in  either  event,  the
"Company Offices"),  accompanied by payment in full, either in the form of cash,
bank cashier's check or certified check payable to the order of the Company,  of
the  Exercise  Price  payable  in  respect  of  the  Warrants  being  exercised.
Alternatively,  payment of the Exercise  Price may be made by cashless  exercise
method,  as set  forth in  subparagraph  1(b)  below.  If fewer  than all of the
Warrants are  exercised,  the Company  shall,  upon each  exercise  prior to the
Expiration  Time,  execute  and  deliver  to  the  Warrantholder  a new  Warrant
Certificate (dated as of the date hereof) evidencing the balance of the Warrants
that remain exercisable.

                  (b) The Warrantholder may also exercise the Warrants by paying
the Exercise Price by converting all or any portion of the unexercised  Warrants
hereunder  into the number of shares of Common Stock  determined  in  accordance
with the formula set forth below (the  "Cashless  Exercise")  by  delivering  an
Exercise  Form  substantially  in the form as appended  hereto to the Company by
hand  delivery,  by U.S.  Express  Mail or Federal  Express or other  recognized
national  delivery  service,  or by certified or registered mail, return receipt
requested,  addressed to its principal  office and  accompanied  by this Warrant
Certificate:

                 X =      Y(A-B)
                     -----------
                             A

         Where:  X =       the number of the shares of Common Stock to be issued
                           to the  Warrantholder  upon exercise pursuant to this
                           Section 1(b).

                  Y =       the number of shares of Common Stock  represented by
                            the Warrants so exercised.

                  A =      the   Market  Price (as  defined in  Paragraph   3(d)
                           below) of one share of  Common  Stock on the  trading
                           date immediately  preceding the Company's  receipt of
                           the Exercise Form.

                  B =      the Purchase Price.


                 (c) On the date of exercise of the Warrants,  the Warrantholder
exercising  same  shall be deemed to have  become  the  holder of record for all
purposes of the Warrant Shares to which the exercise relates.

                 (d) As soon as  practicable,  but not in  excess  of ten  days,
after the  exercise of all or part of the  Warrants  evidenced  by this  Warrant
Certificate,  the Company,  at its expense  (including  the payment by it of any
applicable issue taxes), will cause to be issued in the name of and delivered to


                                       2
<PAGE>

the  Warrantholder a certificate or  certificates  evidencing the number of duly
authorized,  validly  issued,  fully paid and  non-assessable  Warrant Shares to
which the Warrantholder shall be entitled upon such exercise.  In the event that
only a portion of the Warrants  have been  exercised,  the Company shall issue a
replacement  Warrant  Certificate for the remaining Warrant Shares such that the
number of Warrant  Shares  remaining  shall be equal to 2% of the issued  Common
Stock,  on a fully diluted basis less the number of Warrant  Shares (as adjusted
in Paragraph 3) exercised,  and the Purchase  Price shall be the purchase  price
per share as adjusted in Paragraph 3 below.

                 (e) No  certificates  for  fractional  Warrant  Shares shall be
issued  upon the  exercise of any of the  Warrants  but,  in lieu  thereof,  the
Company  shall,  upon  exercise  of all the  Warrants,  round up any  fractional
Warrant Share to the nearest whole share of Common Stock.

2.       ISSUANCE OF COMMON STOCK; RESERVATION OF SHARES.

                 (a) The Company  covenants  and agrees that all Warrant  Shares
which may be issued upon the exercise of all or part of the Warrants will,  upon
issuance in accordance with the terms hereof, be validly issued,  fully paid and
non-assessable  and free from all taxes,  liens and charges  with respect to the
issue thereof other than liens created by the Warrantholder.

                 (b) The Company further covenants and agrees that if any shares
of Common Stock to be reserved for the purpose of the issuance of Warrant Shares
upon the exercise of Warrants  require  registration  with,  or approval of, any
governmental  authority under any federal or state law before such shares may be
validly issued or delivered  upon  exercise,  then the Company will promptly use
its best efforts to effect such  registration  or obtain such  approval,  as the
case may be.

3.       ADJUSTMENTS OF PURCHASE PRICE,  NUMBER AND CHARACTER OF WARRANT SHARES,
         AND NUMBER OF WARRANTS.

                 The   Purchase   Price  the  number  and  kind  of   securities
purchasable  upon the  exercise of each Warrant  shall be subject to  adjustment
from time to time upon the happening of the events enumerated in this Section 3.

                 (a) Stock Dividends, Subdivisions and Combinations. In case the
Company shall at any time on or before the Expiration Time:

                           (i)      Issue  additional  shares of Common Stock or
                                    securities convertible into Common Stock;

                           (ii)     pay a dividend in shares of Common  Stock or
                                    make a  distribution  in  shares  of  Common
                                    Stock or such other  stock to holders of all
                                    its outstanding shares of Common Stock;

                           (iii)    subdivide  or  reclassify  the   outstanding
                                    shares into another  class of  securities or
                                    subdivide or reclassify the Shares of Common
                                    Stock into a greater number of shares;


                                       3
<PAGE>

                           (iv)     combine  the  outstanding  shares  of Common
                                    Stock  into a  smaller  number  of shares of
                                    Common Stock;

                           (v)      issue by  reclassification  of its shares of
                                    Common Stock other securities of the Company
                                    (including  any  such   reclassification  in
                                    connection with a consolidation or merger in
                                    which   the   Company   is  the   continuing
                                    corporation);

then the number and kind of Warrant  Shares  purchasable  upon  exercise of each
Warrant  outstanding  immediately  prior  thereto  shall be adjusted so that the
Warrantholder  shall be  entitled  to  receive  the kind and number of shares of
Common Stock or other  securities of the Company which the  Warrantholder  would
have owned or have been  entitled to receive  after the  happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the  earlier of the  happening  of such  event or any record  date in respect
thereto.  In the  event  of any  adjustment  of the  number  of  Warrant  Shares
purchasable upon the exercise of each then outstanding Warrants pursuant to this
Paragraph 3(a), the Purchase Price shall be adjusted to be the amount  resulting
from dividing the number of shares of Common Stock (including  fractional shares
of Common Stock) covered by such Warrant  immediately after such adjustment into
the total amount payable upon exercise of such Warrant in full immediately prior
to such  adjustment.  An adjustment  made pursuant to this  Paragraph 3(a) shall
become effective  immediately after the effective date of such event retroactive
to  the  record  date  for  any  such  event.  Such  adjustment  shall  be  made
successively whenever any event listed above shall occur.


                 (b) Extraordinary  Dividends.  In case the Company shall at any
time on or before the Expiration  Time (i) fix a record date for the issuance of
rights,  options, or warrants to all holders of its outstanding shares of Common
Stock,  entitling them (for a period  expiring  within 45 days after such record
date) to  subscribe  for or  purchase  shares  of Common  Stock  (or  securities
exchangeable  for or  convertible  into  shares of Common  Stock) at a price per
share of Common  Stock (or having an exchange or  conversion  price per share of
Common Stock,  with respect to a security  exchangeable  for or convertible into
shares of Common  Stock) which is lower than the current  Market Price per share
of Common Stock (as defined in Paragraph 3(c) below),  or (ii) receives a tender
offer for any of the  securities  of the company  (together,  an  "Extraordinary
Dividend  Event")  then  Company,  thirty (30) days prior to such  record  date,
agrees  to  notify  Warrantholder  and  Warrantholder  agrees  to keep  any such
information  provided under this Paragraph 3(b)(ii)  confidential as between the
Company and the Warrantholder and their respective counsel for so long as and to
the extent that such information has not already been made publicly available by
filings with the Securities and Exchange  Commission or by press  releases.  The
Company  hereby  agrees  to  allow   Warrantholder   to  have  the  option,   at
Warrantholder's  sole discretion,  to participate in any Extraordinary  Dividend
Event.

                 (c)  Current  Market  Price  Defined.  For the  purpose  of any
computation  under Paragraphs 3(b), the current Market Price per share of Common
Stock at any date shall be deemed to be the average  daily  Closing Price of the
shares of Common Stock for twenty consecutive trading days ending within fifteen
days  before the date in  question.  The term  "Closing  Price" of the shares of
Common  Stock for a day or days shall mean (i) if the shares of Common Stock are
listed or  admitted  for  trading on a national  securities  exchange,  the last


                                       4
<PAGE>

reported  sales price regular way, or, in case no such reported sale takes place
on such day or days,  the average of the  reported  closing bid and asked prices
regular way, in either case on the  principal  national  securities  exchange on
which the shares of the Common Stock are listed or admitted for trading, or (ii)
if the  shares of Common  Stock are not  listed or  admitted  for  trading  on a
national  securities  exchange,  (A) the last  transaction  price for the Common
Stock on The Nasdaq Stock  Market  ("Nasdaq")  or, in the case no such  reported
transaction takes place on such day or days, the average of the reported closing
bid and asked prices  thereof  quoted on Nasdaq,  or (B) if the shares of Common
Stock are not quoted on Nasdaq,  the average of the closing bid and asked prices
of the Common Stock as quoted on the Over-The-Counter  Bulletin Board maintained
by the National Association of Securities Dealers,  Inc. (the "Bulletin Board"),
or (C) if the  shares of  Common  Stock  are not  quoted  on  Nasdaq  nor on the
Bulletin  Board,  the average of the closing bid and asked  prices of the common
stock in the over-the-counter market, as reported by The Pink Sheets, LLC, or an
equivalent generally accepted reporting service, or (iii) if on any such trading
day or days the shares of Common Stock are not quoted by any such  organization,
the fair  market  value of the  shares of Common  Stock on such day or days,  as
determined  in good faith by the Board of  Directors  of the  Company,  shall be
used.


                 (d) Minimum  Adjustment.  Except as  hereinafter  provided,  no
adjustment  of the Purchase  Price  hereunder  shall be made if such  adjustment
results in a change of the  Purchase  Price then in effect of less than one cent
($.01) per share.  Any  adjustment of less than one cent ($.01) per share of any
Purchase  Price  shall be carried  forward  and shall be made at the time of and
together with any  subsequent  adjustment  which,  together  with  adjustment or
adjustments  so carried  forward,  amounts to one cent ($.01) per share or more.
However,  upon exercise of this Warrant Certificate,  the Company shall make all
necessary adjustments (to the nearest cent) not theretofore made to the Purchase
Price up to and including the effective date upon which this Warrant Certificate
is exercised.


                 (e) Notice of Adjustments. Whenever the Purchase Price shall be
adjusted  pursuant  to this  Section 3, the  Company  shall  promptly  deliver a
certificate  signed  by the  President  or a  Vice  President  and by the  Chief
Financial  Officer,  Treasurer or an Assistant  Treasurer or the Secretary or an
Assistant  Secretary of the Company,  setting forth, in reasonable  detail,  the
event  requiring the  adjustment,  the amount of the  adjustment,  the method by
which such  adjustment was  calculated  (including a description of the basis on
which the Board of Directors of the Company made any  determination  hereunder),
by first class mail postage prepaid to each Warrantholder.

                 (f) Capital  Reorganizations  and Other  Reclassifications.  In
case of any capital reorganization of the Company, or of any reclassification of
the  shares of Common  Stock  (other  than a  reclassification,  subdivision  or
combination of shares of Common Stock referred to in Paragraph 3(a)), or in case
of the  consolidation of the Company with, or the merger of the Company with, or
merger of the Company into, any other corporation (other than a reclassification
of the shares of Common Stock referred to in Paragraph  3(a) or a  consolidation
or  merger  which  does not  result  in any  reclassification  or  change of the
outstanding  shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially  as, an entirety to any other corporation or
entity, each Warrant shall, after such capital reorganization,  reclassification
of shares of Common Stock, consolidation,  merger, or sale, be exercisable, upon
the terms and conditions  specified in this Warrant  Certificate,  for the kind,


                                       5
<PAGE>

amount  and  number of shares or other  securities,  assets,  or cash to which a
holder of the number of shares of Common Stock  purchasable (at the time of such
capital   reorganization,   reclassification   of  shares   of   Common   Stock,
consolidation,  merger or sale) upon  exercise of such  Warrant  would have been
entitled to receive upon such capital reorganization, reclassification of shares
of Common  Stock,  consolidation,  merger,  or sale;  and in any such  case,  if
necessary, the provisions set forth in this Section 3 with respect to the rights
and interests thereafter of the Warrantholder shall be appropriately adjusted so
as to be applicable,  as nearly  equivalent as possible,  to any shares or other
securities,  assets,  or cash  thereafter  deliverable  on the  exercise  of the
Warrants. The Company shall not effect any such consolidation,  merger, or sale,
unless prior to or  simultaneously  with the consummation  thereof the successor
corporation  or  entity  (if  other  than  the  Company)   resulting  from  such
consolidation  or merger or the corporation or entity  purchasing such assets or
other appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the Warrantholder such shares,  securities,  assets, or
cash as, in  accordance  with the  foregoing  provisions,  such  holders  may be
entitled to purchase and the other  obligations  hereunder.  The  subdivision or
combination of shares of Common Stock at any time  outstanding into a greater or
lesser  number of shares  shall  not be deemed to be a  reclassification  of the
shares of Common Stock for purposes of this Paragraph 3(f).

                 (h) Adjustments to Other  Securities.  In the event that at any
time,  as a  result  of an  adjustment  made  pursuant  to this  Section  3, the
Warrantholder  shall become entitled to purchase any shares or securities of the
Company  other than the shares of Common  Stock,  thereafter  the number of such
other shares or securities so purchasable  upon exercise of each Warrant and the
exercise price for such shares or securities shall be subject to adjustment from
time to time in a manner and on terms as nearly  equivalent  as  possible to the
provisions  with respect to the shares of Common Stock  contained in  Paragraphs
3(a) through (d), inclusive.

                 (i)  Deferral  of  Issuance  of  Additional  Shares in  Certain
Circumstances.  In any  case in  which  this  Section  3 shall  require  that an
adjustment  in the  Purchase  Price be made  effective as of a record date for a
specified  event,  the Company may elect to defer until the  occurrence  of such
event issuing to the  Warrantholder  exercised after such record date the shares
of Common Stock, if any,  issuable upon such exercise over and above the Warrant
Shares,  if any,  issuable upon such exercise on the basis of the Purchase Price
in effect prior to such adjustment;  provided,  however,  that the Company shall
deliver as soon as  practicable  to such holder a due bill or other  appropriate
instrument  provided by the Company  evidencing  such holder's  right to receive
such  additional  shares  of  Common  Stock  upon the  occurrence  of the  event
requiring such adjustment.

4.       DEFINITION OF COMMON STOCK.

                 The Common Stock  issuable upon exercise of the Warrants  shall
be the  Common  Stock as  constituted  on the date  hereof  except as  otherwise
provided in Section 3.

5.       REPLACEMENT OF SECURITIES.

                 If this Warrant Certificate shall be lost, stolen, mutilated or
destroyed,  the Company shall, on such terms as to indemnity or otherwise as the
Company may in its discretion reasonably impose, issue a new certificate of like
tenor or date  representing  in the  aggregate  the right to  subscribe  for and


                                       6
<PAGE>

purchase  the number of shares of Common Stock which may be  subscribed  for and
purchased  hereunder  as  adjusted  at the  time of  replacement.  Any  such new
certificate shall constitute an original contractual  obligation of the Company,
whether or not the  allegedly  lost,  stolen,  mutilated  or  destroyed  Warrant
Certificate shall be at any time enforceable by anyone.

6.       REGISTRATION.


                 This  Warrant  Certificate,   as  well  as  all  other  Warrant
Certificates  representing Warrants shall be numbered and shall be registered in
a register (the "Warrant  Register")  maintained at the Company  Offices as they
are  issued.  The  Warrant  Register  shall  list the name,  address  and Social
Security or other Federal  Identification Number, if any, of all Warrantholders.
The Company  shall be entitled  to treat the  Warrantholder  as set forth in the
Warrant  Register as the owner in fact of the Warrants as set forth  therein for
all purposes and shall not be bound to recognize any equitable or other claim to
or interest in such Warrants on the part of any other  person,  and shall not be
liable for any registration of transfer of Warrants that are registered or to be
registered in the name of a fiduciary or the nominee of a fiduciary  unless made
with the actual  knowledge that a fiduciary or nominee is committing a breach of
trust in requesting  such  registration  of transfer,  or with such knowledge of
such facts that its participation therein amounts to bad faith.

7.       TRANSFER.

                 NEITHER THE WARRANTS  REPRESENTED  BY THIS WARRANT  CERTIFICATE
NOR THE SHARES OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF
SUCH WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SUCH  WARRANTS HAVE BEEN  ACQUIRED,  AND ANY SHARES OF COMMON STOCK OR ANY OTHER
SECURITIES  ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED,
FOR INVESTMENT  PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,  AND MAY
NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND APPLICABLE  STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO THE COMPANY
TO THE EFFECT THAT  REGISTRATION  IS NOT REQUIRED  UNDER SUCH ACT AND SUCH STATE
SECURITIES LAWS.

8.       EXCHANGE OF WARRANT CERTIFICATES.

                 This  Warrant   Certificate   may  be  exchanged   for  another
certificate or certificates  entitling the  Warrantholder  thereof to purchase a
like  aggregate  number of Warrant Shares as this Warrant  Certificate  entitles
such  Warrantholder  to purchase.  A Warrantholder  desiring to so exchange this
Warrant Certificate shall make such request in writing delivered to the Company,
and shall surrender this Warrant Certificate therewith.  Thereupon,  the Company
shall execute and deliver to the person  entitled  thereto a new  certificate or
certificates, as the case may be, as so requested.


                                       7
<PAGE>

9.       NOTICES.

                 All  notices  and other  communications  hereunder  shall be in
writing and shall be deemed  given when  delivered  in person,  against  written
receipt therefor, or two days after being sent, by registered or certified mail,
postage prepaid, return receipt requested, and, if to the Warrantholder, at such
address as is shown on the Warrant  Register or as may  otherwise  may have been
furnished  to the Company in writing in  accordance  with this  Section 9 by the
Warrantholder  and,  if to the  Company,  at the  Company  Offices or such other
address  as the  Company  shall give  notice  thereof  to the  Warrantholder  in
accordance with this Section 9.

10.      REGISTRATION RIGHTS.

         The Warrantholder  shall have unlimited  piggyback  registration rights
with respect to exercise of the Warrants and resale of the Warrant  Shares.  The
Company shall register the Warrant Shares as soon as reasonably  possible on the
next to be filed Form S-8 (if  eligible) or Form S-1, S-2, S-3, or on such other
next  registration  statement as the Company is permitted to use for the type of
transaction contemplated.  The Company shall keep such registration statement(s)
effective  until all  Warrant  Shares  are sold or until an  opinion  of counsel
reasonably  satisfactory to Company and Warrantholder  and/or Seller is given to
Company  that such  shares  may be sold  absent a  registration  statement.  The
Company shall also register any  securities to be received by  Warrantholder  in
the event of a merger or sale of its  assets  on Form S-4 or such  similar  form
upon which other securities to be issued to the Company's Shareholders are being
registered.

11.      MISCELLANEOUS.

                 This  Warrant  Certificate  and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This certificate is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance  with and governed by the
laws of such State. The headings in this Warrant Certificate are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.

11.      EXPIRATION.

                 Unless as  hereinafter  provided,  the right to exercise  these
Warrants shall expire at the Expiration Date.


                                       8
<PAGE>

Dated: As of November 14, 2003

                                                      GOAMERICA, INC.


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

/s/ Wayne D. Smith
---------------------------------------
Acting Secretary


                                       9
<PAGE>

                                  EXERCISE FORM


                                                     Dated:_______________, ____


TO: GOAMERICA, INC.:

                  The  undersigned  hereby  irrevocably  elects to exercise  the
within Warrant, to the extent of purchasing  _________________  shares of Common
Stock,  and  hereby  makes  payment  of  _____________  in payment of the actual
Exercise Price thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                 Name:
                       ---------------------------------------------------------
                               (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                       ---------------------------------------------------------

              Address:
                       ---------------------------------------------------------

                       ---------------------------------------------------------

                       ---------------------------------------------------------


            Signature:
                       ---------------------------------------------------------
                          (Signature must conform in all respects to the name of
                             the  Warrantholder  as set  forth on the face of
                                      this Warrant Certificate.)



                                       10
<PAGE>

                                 ASSIGNMENT FORM


                      FOR VALUE RECEIVED, ______________________________________
                                         (Please type or print in block letters)
hereby sells, assigns and transfers unto:

                 Name:
                       ---------------------------------------------------------
                               (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                       ---------------------------------------------------------

              Address:
                       ---------------------------------------------------------

                       ---------------------------------------------------------

                       ---------------------------------------------------------



this  Warrant   Certificate  and  the  Warrants   represented  by  this  Warrant
Certificate  to  the  extent  of  ________________   Warrants  and  does  hereby
irrevocably constitute and appoint ___________________________ Attorney-in-Fact,
to transfer the same on the books of the Company with full power of substitution
in the premises.

               Dated:  _________________________



            Signature:
                       ---------------------------------------------------------
                        (Signature must conform in all respects to the name of
                             the  Warrantholder  as set  forth on the face
                                     of this Warrant Certificate.)


                                       11