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                                  EXHIBIT 99.1

RISK FACTORS

RISKS PARTICULAR TO GOAMERICA

WE HAVE  HISTORICALLY  INCURRED  LOSSES AND THESE  LOSSES  WILL  CONTINUE IN THE
FORESEEABLE FUTURE.

         We have  never  earned a profit.  We had net  losses of $55.9  million,
$120.3  million,  and $64.8 million for the years ended December 31, 2002,  2001
and  2000,  respectively.  Since our  inception,  we have  invested  significant
capital to build our wireless network  operations and e-commerce systems as well
as our  billing  system.  We also have  provided  mobile  devices  made by third
parties  to our  customers  at  prices  below our  costs  for such  devices.  In
addition,  although we have  reduced our  exposure to  subscriber-related  costs
through our strategic alliance with EarthLink,  our costs of subscriber revenue,
consisting  principally  of  our  purchase  of  wireless  airtime  from  network
carriers,  have historically  exceeded our subscriber revenue.  Further, we have
previously  experienced negative overall gross margins, which consist of margins
on  our  subscriber  revenues,  equipment  sales  and  other  revenue,  and  may
experience  negative overall gross margins again in the future. We have incurred
operating  losses since our inception and expect to continue to incur  operating
losses for at least the next year. We will need to generate  significant revenue
to become profitable and sustain profitability on a quarterly and annual basis.

         We may not  achieve or sustain  our  revenue or profit  goals,  and our
ability to do so depends on the factors specified  elsewhere in "Risk Factors" -
as well as on a number of factors  outside of our control,  including the extent
to which:

     o    our  competitors  announce  and  develop,  or  lower  the  prices  of,
          competing services;

     o    wireless network carriers,  data providers and manufacturers of mobile
          devices  (i)  dedicate  resources  to  selling  our  services  or (ii)
          increase  the costs of, or limit the use of,  services or devices that
          we purchase from them; and

     o    prices for our  services  decrease  as a result of  reduced  demand or
          competitive pressures.

         As a  result,  we may  not be  able  to  increase  revenue  or  achieve
profitability on a quarterly and annual basis.

WE MAY NEED  ADDITIONAL  FUNDS WHICH,  IF  AVAILABLE,  COULD RESULT IN INCREASED
INTEREST  EXPENSES OR  ADDITIONAL  DILUTION TO OUR  STOCKHOLDERS.  IF ADDITIONAL
FUNDS  ARE  NEEDED  AND ARE NOT  AVAILABLE,  OUR  BUSINESS  COULD BE  NEGATIVELY
IMPACTED.

         Our cash resources have been substantially depleted. As of December 31,
2002,  we had $5.0 million in cash and cash  equivalents  ($2.8 million at March
31,  2003),  exclusive of $1.0 million in  restricted  cash  supporting  certain

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letters  of credit.  In order to reduce  operating  expenses,  during  2002,  we
entered into a strategic  alliance with EarthLink  described  elsewhere  herein.
That alliance has and will continue to enable us to reduce headcount,  sales and
marketing  expenditures and capital expenditures from the levels incurred during
prior years.  Additional  reductions may be required;  however,  even with these
reductions,  it may be  necessary  for us to  raise  additional  capital  either
through  public or private  equity or debt  financing to  primarily  finance the
execution of our anticipated strategic initiatives. At this time, we do not have
any bank credit facility or other working capital credit line under which we may
borrow funds for working  capital or other general  corporate  purposes.  If our
plans or  assumptions  change  or are  inaccurate,  we may be  required  to seek
additional capital.

         If funds are raised  through  the  issuance of equity  securities,  the
percentage  ownership of our then-current  stockholders  will be reduced and the
holders of new equity  securities  may have rights,  preferences  or  privileges
senior to those of the  holders of our common  stock.  If  additional  funds are
raised through a bank credit  facility or the issuance of debt  securities,  the
holder of such  indebtedness  would have  rights  senior to the rights of common
stockholders and the terms of such indebtedness could impose restrictions on our
operations. If we need to raise additional funds, we may not be able to do so on
terms  favorable  to us, or at all. If we cannot  successfully  execute our 2003
operating plan or raise adequate funds on acceptable  terms,  we may not be able
to continue to fund our operations.

         We may be  required  to sell or  otherwise  dispose of  portions of our
business  in order to improve  our cash  position.  We may not be able to effect
such sales on satisfactory terms or at all.

OUR LIMITED CASH  RESOURCES  WILL LIKELY  RESTRICT OUR  FLEXIBILITY  AND OVERALL
OPERATIONS.

         In  order  for us to  continue  operating  as an  independent  business
entity,  it  has  been  necessary  for  us  to  develop  significant   budgetary
constraints.  These  constraints  limit  our  ability  to  respond  to  business
opportunities  or  issues  as they  arise.  Since  the  wireless  communications
industry  remains in an early  stage and its needs are  dynamic,  our  budgetary
constraints  may adversely  affect our ability to respond to market  demands and
our ability to compete.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED A "GOING CONCERN" OPINION.

         Our  independent  auditors have expressed a going concern  opinion with
respect to our 2002 financial  statements.  This qualification  could materially
adversely  affect the manner in which third  parties do  business  with us, most
notably  in  connection  with the  extension  of  credit  and  their  degree  of
commitment  to any  long  term  agreements.  Actions  that  may be  taken by our
suppliers and other  creditors to enhance their credit  positions could cause us
significant additional liquidity problems and could adversely impact our ability
to  continue  doing  business.  Such a  qualification  could  also  make it more
difficult for us to obtain capital on acceptable terms, if at all.

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IT IS DIFFICULT TO PREDICT THE OUTCOME OF OUR STRATEGIC ALLIANCE WITH EARTHLINK.

         We  substantially  revised our business  model when we entered into our
strategic  alliance with EarthLink in September 2002. While we have succeeded in
reducing our operating expenses, we cannot yet determine whether:

     o    the businesses  that we have retained will be viable enough to support
          our entire infrastructure;

     o    the operations that we have turned over to EarthLink will be performed
          in a manner consistent with our expectations;

     o    we will  derive  significant  on-going  revenues  with our  continuing
          relationships with EarthLink; or

     o    our  relationship  with EarthLink will cause other potential  business
          partners  to refrain  from doing  business  with us or  entering  into
          material transactions;

WE HAVE ONLY A LIMITED OPERATING  HISTORY,  WHICH MAKES IT DIFFICULT TO EVALUATE
AN INVESTMENT IN OUR COMMON STOCK.

         We have only a limited  operating history on which you can evaluate our
business,  financial  condition and operating results. We face a number of risks
encountered  by  early  stage  technology  companies  that  participate  in  new
technology markets, including our ability to:

     o    manage  our  dependence  on  wireless  data  services  which have only
          limited market acceptance to date;

     o    maintain our  engineering  and support  organizations,  as well as our
          distribution channels;

     o    negotiate and maintain  favorable usage rates with  telecommunications
          carriers;

     o    retain and expand our subscriber base at profitable rates;

     o    recoup our expenses  associated with the wireless devices we resell to
          subscribers;

     o    manage  expanding  operations,  including  our  ability  to expand our
          systems if our subscriber base grows substantially;

     o    attract and retain management and technical personnel; and

     o    anticipate   and  respond  to  market   competition   and  changes  in
          technologies such as wireless data protocols and wireless devices.

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         We may not be successful  in  addressing or mitigating  these risks and
uncertainties,  and if we are not successful our business could be significantly
and adversely affected.

TO GENERATE INCREASED REVENUE WE WILL HAVE TO INCREASE  SUBSTANTIALLY THE NUMBER
OF OUR SUBSCRIBERS, WHICH MAY BE DIFFICULT TO ACCOMPLISH.

         Historically,  we have not  focused  on  selling  our  technology  as a
software  product  and  sales  of our  software  packages  are not yet  making a
material  contribution  to our total  revenue.  In  addition to  increasing  our
subscriber  base, we will have to limit our churn,  or the number of subscribers
who deactivate our service. Adding new subscribers will depend to a large extent
on the success of our direct and indirect  distribution channels and acquisition
strategy,  and there can be no assurance that they will be successful.  Limiting
our churn rate will  require  that we provide our  subscribers  with a favorable
experience in using our wireless  service.  Our  subscribers'  experience may be
unsatisfactory to the extent that our service  malfunctions or our customer care
efforts,  including our Web site and 800 number customer service efforts, do not
meet or exceed subscriber expectations. In addition, factors beyond our control,
such as technological limitations of the current generation of wireless devices,
which may cause our  subscribers'  experience with our service to not meet their
expectations, could increase our churn rate and adversely affect our revenues.

THE SALES  CYCLE FOR  ENTERPRISE  CUSTOMERS  IS  TYPICALLY  LONGER THAN THAT FOR
INDIVIDUAL  CUSTOMERS  WHICH MAY NEGATIVELY  IMPACT OUR NEAR TERM SUBSCRIBER AND
REVENUE GROWTH FORECASTS.

         During the last fiscal  year,  our  subscriber  base has  shifted  from
primarily  individual customers to primarily  enterprise  customers.  We plan to
continue  to  focus  on  increasing  the  number  of our  enterprise  customers.
Generally, the sales cycle for such enterprise customers is longer than that for
individual customers because the product and service deployments are on a larger
scale and are more complicated,  requiring a longer decision-making period. Such
longer sales cycle may  negatively  impact our near term  subscriber and revenue
growth forecasts.

WE MAY ACQUIRE OR MAKE INVESTMENTS IN COMPANIES OR TECHNOLOGIES THAT COULD CAUSE
LOSS OF VALUE TO OUR STOCKHOLDERS AND DISRUPTION OF OUR BUSINESS.

         Subject to our  capital  constraints,  we intend to continue to explore
opportunities to acquire companies or technologies in the future.  Entering into
an  acquisition  entails  many risks,  any of which could  adversely  affect our
business, including:

     o    failure to integrate  the acquired  assets and/or  companies  with our
          current business;

     o    the price we pay may exceed the value we eventually realize;

     o    loss of  share  value to our  existing  stockholders  as a  result  of
          issuing equity securities as part or all of the purchase price;

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     o    potential  loss of key employees  from either our current  business or
          the acquired business;

     o    entering into markets in which we have little or no prior experience;

     o    diversion of management's attention from other business concerns;

     o    assumption  of  unanticipated  liabilities  related  to  the  acquired
          assets; and

     o    the business or technologies we acquire or in which we invest may have
          limited operating histories,  may require substantial working capital,
          and may be subject to many of the same risks we are.

WE HAVE  LIMITED  RESOURCES  AND WE MAY BE UNABLE  TO  SUPPORT  EFFECTIVELY  OUR
OPERATIONS.

         We must  continue to develop and expand our systems and  operations  in
order to remain  competitive.  This development has placed,  and we expect it to
continue  to  place,  significant  strain  on our  managerial,  operational  and
financial  resources.  We may be unable to develop  and expand our  systems  and
operations for one or more of the following reasons:

     o    we may  not  be  able  to  retain  at  reasonable  compensation  rates
          qualified  engineers  and other  employees  necessary  to  expand  our
          capacity on a timely basis;

     o    we may not be able to dedicate the capital  necessary  to  effectively
          develop and expand our systems and operations; and

     o    we may not be able to expand our customer  service,  billing and other
          related support systems.

         If we cannot  manage  our  operations  effectively,  our  business  and
operating results will suffer. Additionally,  any failure on our part to develop
and maintain  our wireless  data  services if we  experience  rapid growth could
significantly  adversely affect our reputation and brand name which could reduce
demand for our services and adversely affect our business,  financial  condition
and operating results.

OUR BUSINESS PROSPECTS DEPEND IN PART ON OUR ABILITY TO MAINTAIN AND IMPROVE OUR
SERVICES AS WELL AS TO DEVELOP NEW SERVICES.

         We believe that our business prospects depend in part on our ability to
maintain  and improve  our current  services  and to develop new  services.  Our
services  will  have  to  achieve  market  acceptance,   maintain  technological
competitiveness  and meet an  expanding  range of  customer  requirements.  As a
result of the complexities inherent in our service offerings, major new wireless
data  services and service  enhancements  require long  development  and testing
periods.  We may  experience  difficulties  that  could  delay  or  prevent  the
successful  development,  introduction  or marketing of new services and service
enhancements.  Additionally,  our new services and service  enhancements may not
achieve market acceptance.
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IF WE DO NOT RESPOND  EFFECTIVELY  AND ON A TIMELY BASIS TO RAPID  TECHNOLOGICAL
CHANGE, OUR BUSINESS COULD SUFFER.

         The wireless and data  communications  industries are  characterized by
rapidly  changing   technologies,   industry   standards,   customer  needs  and
competition,  as well as by frequent new product and service introductions.  Our
services are integrated with wireless  handheld devices and the computer systems
of our corporate  customers.  Our services must also be compatible with the data
networks  of  wireless  carriers.  We  must  respond  to  technological  changes
affecting  both  our  customers  and  suppliers.  We may  not be  successful  in
developing and marketing,  on a timely and  cost-effective  basis,  new services
that respond to technological  changes,  evolving industry standards or changing
customer  requirements.  Our success  will  depend,  in part,  on our ability to
accomplish all the following in a timely and cost-effective manner:

     o    effectively use and integrate new technologies;

     o    continue to develop our technical expertise;

     o    enhance our wireless data, engineering and system design services;

     o    develop applications for new wireless networks and services;

     o    develop services that meet changing customer needs;

     o    advertise and market our services; and

     o    influence  and  respond  to  emerging  industry  standards  and  other
          changes.

WE DEPEND UPON WIRELESS CARRIERS'  NETWORKS.  IF WE DO NOT HAVE CONTINUED ACCESS
TO SUFFICIENT CAPACITY ON RELIABLE NETWORKS, OUR BUSINESS WILL SUFFER.

         Our success partly depends on our ability to buy sufficient capacity on
or offer our  services  over the  networks  of  wireless  carriers  such as AT&T
Wireless, Cingular Interactive,  Motient, T-Mobile, Verizon Wireless and WebLink
Wireless  and on the  reliability  and security of their  systems.  We depend on
these  companies to provide  uninterrupted  and "bug free"  service and would be
adversely  affected if they failed to provide  the  required  capacity or needed
level of  service.  In  recent  years,  certain  wireless  carriers  experienced
financial  difficulties  and sought  protection  under the  bankruptcy  laws. We
cannot  assure you that these  companies  will  emerge from  bankruptcy  or that
others  will not seek  similar  protection.  Such  bankruptcies  may  result  in
discontinued or interrupted service and fewer network alternatives. In addition,
although we have some forward price  protection in our existing  agreements with
certain  carriers,  we could be adversely  affected if wireless carriers were to
increase the prices of their services. Our existing agreements with the wireless
carriers generally have one-to-three year terms. Some of these wireless carriers
are, or could become, our competitors.

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WE DEPEND ON THIRD  PARTIES FOR SALES OF OUR PRODUCTS  AND SERVICES  WHICH COULD
RESULT IN VARIABLE AND UNPREDICTABLE REVENUES.

         We rely  substantially  on the  efforts  of  others to sell many of our
wireless data  communications  services.  We are  increasingly  dependent on our
EarthLink and other indirect  distribution  alliance partners for implementation
of our  sales and  marketing  initiatives.  Should  our  relationships  with our
distribution alliance partners cease or be less successful than anticipated, our
business  results of operations,  and financial  conditions  would be materially
adversely  affected.  While we monitor the  activities of our  distributors  and
resellers,  we cannot  control  how those who sell and market our  products  and
services  perform  and we cannot  be  certain  that  their  performance  will be
satisfactory.  If the number of customers  we obtain  through  these  efforts is
substantially  lower than we expect for any  reason,  this would have a material
adverse effect on our business, operating results and financial condition.

WE  DEPEND ON  RETAINING  KEY  PERSONNEL.  THE LOSS OF OUR KEY  EMPLOYEES  COULD
MATERIALLY ADVERSELY AFFECT OUR BUSINESS.

         Due to the technical  nature of our services and the dynamic  market in
which  we  compete,   our  performance   depends  on  retaining  key  employees.
Competitors and others may attempt to recruit our employees. A major part of our
compensation  to our key  employees  is in the form of stock  option  grants.  A
prolonged depression in our stock price could make it difficult for us to retain
our employees and recruit additional qualified personnel.

WIRELESS  DATA  SYSTEMS  FAILURES  COULD  HARM  OUR  BUSINESS  BY  INJURING  OUR
REPUTATION  OR LEAD TO CLAIMS OF LIABILITY  FOR  DELAYED,  IMPROPER OR UNSECURED
TRANSMISSION OF DATA.

         A significant barrier to the growth of electronic commerce and wireless
data  services  has been  the  need for  secure  and  reliable  transmission  of
confidential  information.  Our existing wireless data services are dependent on
near  immediate,  continuous  feeds from  various  sources.  The  ability of our
subscribers to quickly access data requires timely and uninterrupted connections
with our wireless network carriers.  Any significant  disruption from our backup
landline  feeds could  result in delays in our  subscribers'  ability to receive
such  information.  In addition,  our systems could be disrupted by unauthorized
access,  computer  viruses and other accidental or intentional  actions.  We may
incur significant costs to protect against the threat of security breaches or to
alleviate  problems  caused  by such  breaches.  If a third  party  were able to
misappropriate  our subscribers'  personal or proprietary  information or credit
card information,  we could be subject to claims,  litigation or other potential
liabilities that could materially adversely impact our business. There can be no
assurance  that our  systems  will  operate  appropriately  if we  experience  a
hardware or software  failure.  A failure in our systems  could cause  delays in
transmitting  data and, as a result,  we may lose  customers or face  litigation
that could materially adversely affect our business.

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AN INTERRUPTION IN THE SUPPLY OF PRODUCTS AND SERVICES THAT WE OBTAIN FROM THIRD
PARTIES COULD CAUSE A DECLINE IN SALES OF OUR SERVICES.

         In designing,  developing and supporting our wireless data services, we
rely on wireless carriers,  mobile device  manufacturers,  content providers and
software  providers.  These suppliers may experience  difficulty in supplying us
products or services  sufficient to meet our needs or they may terminate or fail
to renew  contracts for supplying us these products or services on terms we find
acceptable.  As our liquidity deteriorates,  our vendors may tighten our credit,
making it more difficult for us to obtain suppliers on terms satisfactory to us.
Any significant  interruption in the supply of any of these products or services
could cause a decline in sales of our services,  unless and until we are able to
replace the  functionality  provided by these  products  and  services.  We also
depend on third parties to deliver and support reliable products,  enhance their
current products,  develop new products on a timely and cost-effective basis and
respond to emerging industry standards and other technological changes.

WE MAY FACE INCREASED COMPETITION WHICH MAY NEGATIVELY IMPACT OUR PRICES FOR OUR
SERVICES OR CAUSE US TO LOSE BUSINESS OPPORTUNITIES.

         The market for our services is becoming increasingly  competitive.  The
widespread  adoption of industry  standards in the wireless data  communications
market may make it easier for new market  entrants and existing  competitors  to
introduce  services that compete  against ours. We developed our solutions using
standard  industry  development  tools.  Many of our  agreements  with  wireless
carriers,   wireless  handheld  device  manufacturers  and  data  providers  are
non-exclusive.  Our  competitors  may use the  same  products  and  services  in
competition with us. With time and capital, it would be possible for competitors
to replicate our services and offer similar services at a lower price. We expect
that we will  compete  primarily  on the  basis of the  functionality,  breadth,
quality  and  price of our  services.  Our  current  and  potential  competitors
include:

     o    wireline  Internet  service  providers  and  portals,  such as America
          Online, EarthLink, MSN and Yahoo!;

     o    wireless device manufacturers,  such as Palm, Handspring, Motorola and
          RIM;

     o    wireless network  carriers,  such as AT&T Wireless,  Verizon Wireless,
          Cingular Interactive,  Sprint PCS, T-Mobile and Nextel Communications,
          Inc.;

     o    wireless software application  developers such as Aether Systems, IBM,
          Microsoft and Sybase.

         Many of our  existing  and  potential  competitors  have  substantially
greater financial,  technical,  marketing and distribution resources than we do.
Additionally,  many of these  companies have greater name  recognition  and more
established  relationships  with  our  target  customers.   Furthermore,   these
competitors  may be able to adopt more  aggressive  pricing  policies  and offer
customers more attractive  terms than we can. In addition,  we have  established
strategic  relationships  with many of our potential  competitors.  In the event

<PAGE>

such  companies  decide to compete  directly with us, such  relationships  would
likely be terminated, which could have a material adverse effect on our business
and reduce our market share or force us to lower prices to unprofitable levels.

OUR  INTELLECTUAL  PROPERTY  RIGHTS MAY NOT BE  ADEQUATELY  PROTECTED  UNDER THE
CURRENT STATE OF THE LAW.

         Our success substantially depends on our ability to sell services which
are dependent on certain intellectual  property rights. We currently do not have
patents  on any of our  intellectual  property.  We have  filed  for a patent on
certain  aspects  of our Go.Web  technology  and have also  acquired  two patent
applications  from  Hotpaper.  We cannot  assure  you we will be  successful  in
protecting our intellectual  property through patent law. In addition,  although
we have applied for U.S. federal trademark  protection,  we do not have any U.S.
federal trademark registrations for the marks "GoAmerica",  "Go.Web", or certain
of our other marks and we may not be able to obtain such registrations.  We rely
primarily on trade secret laws, patent law, copyright law, trademark law, unfair
competition  law and  confidentiality  agreements  to protect  our  intellectual
property.  To the extent that our  technology  is not  adequately  protected  by
intellectual  property law,  other  companies  could develop and market  similar
products or services which could materially adversely affect our business.

WE MAY BE SUED BY THIRD PARTIES FOR INFRINGEMENT OF THEIR PROPRIETARY RIGHTS AND
WE MAY INCUR DEFENSE COSTS AND POSSIBLY ROYALTY OBLIGATIONS OR LOSE THE RIGHT TO
USE TECHNOLOGY IMPORTANT TO OUR BUSINESS.

         The  telecommunications  and software  industries are  characterized by
protection and vigorous enforcement of applicable  intellectual property rights.
As the number of  participants  in our market  increases,  the possibility of an
intellectual  property  claim against us increases.  Any  intellectual  property
claims, with or without merit, could be time consuming and expensive to litigate
or settle and could divert management attention from administering our business.
A third party  asserting  infringement  claims  against us or our customers with
respect to our current or future products may materially adversely affect us by,
for example,  causing us to enter into costly royalty arrangements or forcing us
to incur settlement or litigation costs.

         Research In Motion (RIM),  the provider of the BlackBerry email service
and associated products, is currently engaged in litigation with NTP, Inc (NTP).
NTP is seeking a court injunction preventing RIM from providing BlackBerry email
service  claiming that NTP is the rightful owner of certain  patents  supporting
this  technology.  On November 21, 2002 the United States District Court for the
Eastern  District of Virginia  ruled that RIM is  infringing  upon these patents
owned by NTP. This ruling is currently under appeal by RIM and the court has not
issued any order preventing RIM from providing the BlackBerry email service.

         We offer the BlackBerry service and associated products as a dealer for
EarthLink who resells these offerings. If there is a court injunction preventing
RIM from  providing  BlackBerry,  then the  Company  may not be able to generate

<PAGE>

anticipated  sales of  BlackBerry  related  products.  In addition,  many of our
customers who use our  technology do so in  conjunction  with  BlackBerry  email
service.  A prolonged  court  injunction  against RIM could  result in increased
churn  amongst  customers  who pay a  recurring  fee for our  services  if these
customers are no longer able to use BlackBerry and therefore decide to terminate
their wireless data service plan altogether.


WE MAY BE SUBJECT TO LIABILITY FOR  TRANSMITTING  CERTAIN  INFORMATION,  AND OUR
INSURANCE COVERAGE MAY BE INADEQUATE TO PROTECT US FROM THIS LIABILITY.

         We may be subject to claims  relating to information  transmitted  over
systems we develop or operate.  These claims could take the form of lawsuits for
defamation,  negligence,  copyright or trademark  infringement  or other actions
based on the nature and  content of the  materials.  Although  we carry  general
liability  insurance,  our insurance may not cover potential claims of this type
or may not be  adequate  to cover all costs  incurred  in defense  of  potential
claims or to indemnify us for all liability that may be imposed.

OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT  FLUCTUATIONS AND, AS
A RESULT,  PERIOD-TO-PERIOD  COMPARISONS  OF OUR RESULTS OF  OPERATIONS  ARE NOT
NECESSARILY MEANINGFUL.

         Our  quarterly  operating  results may fluctuate  significantly  in the
future as a result of a variety of factors. These factors include:

     o    the demand for and market acceptance of our services;

     o    downward price  adjustments by our  competitors on services they offer
          that are similar to ours;

     o    changes in the mix of services sold by our competitors;

     o    technical   difficulties  or  network  downtime   affecting   wireless
          communications generally;

     o    the  ability  to  meet  any  increased  technological  demands  of our
          customers; and

     o    economic conditions specific to our industry.

         Therefore,  our operating results for any particular quarter may differ
materially from our  expectations  or those of security  analysts and may not be
indicative of future  operating  results.  The failure to meet  expectations may
cause the price of our common stock to decline.

<PAGE>

RISKS PARTICULAR TO OUR INDUSTRY

THE MARKET FOR OUR SERVICES IS NEW AND HIGHLY UNCERTAIN.

         The market for wireless data  services is still  emerging and continued
growth in demand for and acceptance of these services remains uncertain. Current
barriers to market  acceptance  of these  services  include  cost,  reliability,
functionality  and ease of use. We cannot be certain that these barriers will be
overcome.  If the market for our services  does not grow or grows slower than we
currently  anticipate,  our business,  financial condition and operating results
could be materially adversely affected.

NEW LAWS AND  REGULATIONS  THAT IMPACT OUR INDUSTRY COULD  MATERIALLY  ADVERSELY
AFFECT OUR BUSINESS.

         We are not  currently  subject  to  direct  regulation  by the  Federal
Communications   Commission  or  any  other  governmental   agency,  other  than
regulations applicable to businesses in general.  However, in the future, we may
become  subject  to  regulation  by the FCC or  another  regulatory  agency.  In
addition,  the wireless carriers who supply us airtime are subject to regulation
by the FCC and regulations  that affect them could  materially  adversely affect
our  business.  Our business  could suffer  depending on the extent to which our
activities or those of our customers or suppliers are regulated.

RISKS PARTICULAR TO STOCK PRICE

OUR  STOCK  PRICE,  LIKE  THAT OF MANY  TECHNOLOGY  COMPANIES,  HAS BEEN AND MAY
CONTINUE TO BE VOLATILE.

         We expect that the market price of our common stock will fluctuate as a
result of variations in our quarterly operating results and other factors beyond
our control.  These fluctuations may be exaggerated if the trading volume of our
common stock is low. In addition, due to the  technology-intensive  and emerging
nature of our  business,  the market price of our common stock may rise and fall
in response to a variety of factors, including:

     o    announcements of technological or competitive developments;

     o    acquisitions or strategic alliances by us or our competitors;

     o    the gain or loss of a significant customer or order;

     o    changes  in  estimates  of our  financial  performance  or  changes in
          recommendations  by securities  analysts regarding us or our industry;
          or

     o    general market or economic conditions.

         This risk may be  heightened  because our industry is new and evolving,
characterized by rapid technological  change and susceptible to the introduction
of new competing technologies or competitors.

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         In  addition,  equity  securities  of many  technology  companies  have
experienced  significant price and volume  fluctuations.  These price and volume
fluctuations  often have been  unrelated  to the  operating  performance  of the
affected  companies.  Volatility  in the market  price of our common stock could
result  in  securities  class  action  litigation.   This  type  of  litigation,
regardless of the outcome,  could result in substantial costs and a diversion of
management's attention and resources.

OUR COMMON STOCK MAY BE DELISTED FROM THE NASDAQ  SMALLCAP MARKET BECAUSE OF THE
LOW BID PRICE OF OUR COMMON STOCK.  IF SUCH DELISTING  OCCURS,  THE MARKET PRICE
AND MARKET LIQUIDITY OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED.

         Our common stock is currently not in compliance with Nasdaq Marketplace
Rule  4450(a)(5)  which  requires that a listed  company  maintain a minimum bid
price of $1.00 per share.  Nasdaq has granted the Company a grace period,  until
May 27, 2003, to regain  compliance  with this  requirement.  In order to regain
compliance with this  Marketplace  Rule and remain listed on the Nasdaq SmallCap
Market,  GoAmerica's  share price must close at a minimum of $1.00 per share for
10  consecutive  trading  days prior to the end of the grace  period.  If we are
unable to comply with this  requirement by May 27, 2003, then the Company may be
eligible for an additional 90-day grace period,  until August 25, 2003, provided
that the Company  meets the initial  listing  criteria for the  SmallCap  Market
under  Marketplace  Rule  4310(c)(2)(A).  At this point in time,  we meet all of
these  criteria.  Nasdaq  has  announced  that it  intends  to  propose  further
extensions of grace periods for  companies  that fail to meet this  requirement;
however  we  cannot  assure  you at  this  time  that  these  proposals  will be
implemented  prior  to  August  25th,  2003,  or  at  all,  or  that  they  will
beneficially impact us.

         If we do not regain  compliance  by the end of our final grace  period,
the Nasdaq Staff may provide us with a written determination that our securities
will be delisted.  At that time,  we may appeal the Staff's  determination  to a
Listing  Qualifications panel. In that event, our shares would continue to trade
on the  SmallCap  Market  until the  Listing  Qualifications  panel ruled on our
appeal.

         If our common  stock is delisted by Nasdaq,  our common  stock would be
eligible  to  trade  on  the  OTC  Bulletin  Board maintained by Nasdaq, another
over-the-counter  quotation system, or on the pink sheets, where an investor may
find it more difficult to dispose of our shares or obtain accurate quotations as
to  the  market value of our common stock. In addition, we would be subject to a
rule  promulgated  by the Commission that, if we fail to meet criteria set forth
in  such  rule, imposes various practice requirements on broker-dealers who sell
securities  governed by the rule to persons other than established customers and
accredited  investors.  Consequently,  such  rule  may deter broker-dealers from
recommending or selling our common stock, which may further affect the liquidity
of  our  common  stock.

         Delisting from Nasdaq will make trading our common stock more difficult
for investors,  potentially  leading to further  declines in our share price. It
would also make it more difficult for us to raise additional  capital.  Further,
if we are  delisted  we could also incur  additional  costs under state blue sky
laws in connection with any sales of our securities.

<PAGE>

WE HAVE  ANTI-TAKEOVER  DEFENSES THAT COULD DELAY OR PREVENT AN ACQUISITION  AND
COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.

         Provisions  of  our  certificate  of   incorporation   and  bylaws  and
provisions  of Delaware law could delay or prevent an  acquisition  or change of
control  of  GoAmerica  or  otherwise  adversely  affect the price of our common
stock.  For example,  our certificate of incorporation  authorizes  undesignated
preferred  stock which our board of directors  can  designate  and issue without
further action by our stockholders, establishes a classified board of directors,
eliminates the rights of stockholders to call a special meeting of stockholders,
eliminates the ability of  stockholders to take action by written  consent,  and
requires  stockholders to comply with advance notice requirements before raising
a matter at a  stockholders'  meeting.  As a Delaware  corporation,  we are also
subject to the Delaware  anti-takeover  statute  contained in Section 203 of the
Delaware General Corporation Law.

WE DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK.

         We have never paid or declared  any cash  dividends on our common stock
or other  securities  and intend to retain any future  earnings  to finance  the
development and expansion of our business.  We do not anticipate paying any cash
dividends  on  our  common  stock  in  the  foreseeable  future.  Unless  we pay
dividends, our stockholders will not be able to receive a return on their shares
unless they sell them.


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