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                                                                   EXHIBIT 10.25

     Confidential Materials omitted and filed separately with the Securities
              and Exchange Commission. Asterisks denote omissions.

                                SERVICE AGREEMENT

This agreement (the "Agreement") dated as of July 26, 2000 describes the terms
and conditions pursuant to which GoAmerica Communications Corp., a Delaware
corporation having offices at 401 Hackensack Avenue, Hackensack NJ 07601
("GOAMERICA") authorizes Rogers Wireless Inc. a corporation incorporated under
the laws of Canada, having offices at One Mount Pleasant Road, Toronto, Ontario,
M4Y 2Y5 ("ROGERS") to purchase and resell specified services (including related
software) provided by GoAmerica from time to time and the terms upon which
GoAmerica agrees to provide such services (and related software) to Rogers.

NOW THEREFORE in consideration of the mutual covenants contained in this
Agreement and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged), the parties hereto agree as follows:

1.       DEFINITIONS. In this agreement the following terms will have the
         meaning set forth below unless the context requires otherwise:

         "ADDITIONAL CUSTOMIZATIONS" will have the meaning set out in Subsection
         9(a);

         "AFFILIATE" will have the meaning set out in the Canada Business
         Corporations Act;

         "BUSINESS DAY" means each day of the week other than Saturday, Sunday
         and statutory or civic holidays observed in the Province of Ontario;

         "BROWSER MENU LINK" means a URL hidden behind a combination of text,
         information and/or content included on a page of a Wireless Browser
         which, when selected, allows the user to automatically and directly
         transfer to a specific location on the Internet;

         "CONFIDENTIAL INFORMATION" of a party means any and all material and
         information of the party or any of its Affiliates (the "DISCLOSING
         PARTY") which has or will come into the possession or knowledge of the
         other party or any of its Affiliates (the "RECIPIENT PARTY") in
         connection with or as a result of entering into this Agreement
         including, without limitation, User Information and information
         concerning the Disclosing Party's past, present and future customers,
         suppliers, technology and business. Notwithstanding the foregoing,
         "CONFIDENTIAL INFORMATION" does not include the following information:
         (i) information which is in the public domain when it is received by or
         becomes known to the Recipient Party or which subsequently enters the
         public domain through no fault of the Recipient Party (but only after
         it enters the public domain); (ii) information which is already known
         to the Recipient Party at the time of its disclosure to the Recipient
         Party by the Disclosing Party and is not the subject of an obligation
         of confidence of any kind; (iii) information which is independently
         developed by the Recipient Party without any use of or reference to the
         Confidential Information of the Disclosing Party where such independent
         development can be established by evidence that would be acceptable to
         a

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         court of competent jurisdiction; and (iv) information which is received
         by the Recipient Party in good faith without an obligation of
         confidence of any kind from a third party who the Recipient Party had
         no reason to believe was not lawfully in possession of such information
         free of any obligation of confidence of any kind, but only until the
         Recipient Party subsequently comes to have reason to believe that such
         information was subject to an obligation of confidence of any kind when
         originally received;

         "CUSTOMIZATION ASSESSMENT" will have the meaning set out in Subsection
         9(a);

         "CUSTOMIZATIONS" means a modification, new feature and/or addition to
         the Wireless Browser made by Go America to create the Customized
         Browser as further described in Subsection 2(a);

         "CUSTOMIZED BROWSER" will have the meaning set out in Subsection 2(a);

         "EFFECTIVE DATE" means July 26, 2000;

         "ENABLED DEVICE" means a wireless handheld device distributed directly
         or indirectly by Rogers for use in connection with the Mobitex Network
         which is branded with the "Blackberry" Mark and which includes a
         Customized Browser;

         "END USER DOCUMENTATION" means the end user manuals and other
         documentation or materials generally made available by GoAmerica to
         users of the Wireless Browser related to the use, operation,
         functionality and performance of the Wireless Browser;

         "ENHANCEMENT" means a change, correction, modification, new feature,
         new technology and/or other addition and/or improvement, including
         those resulting in new versions or upgrades;

         "GOAMERICA INTELLECTUAL PROPERTY" will have the meaning set out in
         Section 18;

         "HOME DECK" means the first screen of the user interface for the
         Customized Browser which appears to a Rogers Customer upon the
         activation of the Customized Browser by the Rogers Customer;

         "HOST" or "HOSTING" means to provide and manage servers, facilities,
         telecommunications, maintenance and operations related to the delivery
         of Internet based services and content;

         "INTELLECTUAL PROPERTY RIGHTS" means: (i) any and all proprietary
         rights provided under: (1) patent law; (2) copyright law; (3)
         trade-mark law; (4) design patent or industrial design law; (5)
         semi-conductor chip or mask work law; or (6) any other statutory
         provision or common law principal applicable to this Agreement
         including trade secret law, which may provide a right in either ideas,
         formulae, algorithms, concepts, systems, methods, improvements,
         inventions or know-how generally, or the expression or use of such
         ideas, formulae, algorithms, concepts, systems, methods, improvements,
         inventions or know-how; and (ii) any and all applications,
         registrations, licences, sub-licences, agreements or any other evidence
         of a right in any of the foregoing;

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         "LOOK AND FEEL" means graphical elements, aesthetic look and feel and
         other navigation or design features including, without limitation,
         Marks, Browser Menu Links; meta tags, password set-up and other
         graphics forming part of the user interface on an Enabled Device;

         "MARKS" means trade-marks, trade names, design marks, service marks,
         logos, brand names or other distinguishing features;

         "MAN" means a Mobitex access number and refers to the unique network
         address of an Enabled Device pursuant to the Mobitex Protocol;

         "MOBITEX" means the two way wireless data communications network based
         upon the Mobitex Data Communications Network based upon the Mobitex
         Protocol as operated in Canada by Rogers and, where applicable, any
         other similar network located in the United States or elsewhere that is
         operated by a third party and that may be accessed by Rogers Customers
         pursuant to a roaming agreement or otherwise permitted by such third
         party.

         "MOBITEX NETWORK" will have the same meaning as "MOBITEX";

         "MOBITEX PROTOCOL" means the standard international communications
         protocol for a two-way wireless data network as promulgated from time
         to time by the Mobitex Operators Association;

         "ROGERS CUSTOMER" means a user of an Enabled Device and "ROGERS
         CUSTOMERS" means all of such users;

         "ROGERS INTELLECTUAL PROPERTY" will have the meaning set out in Section
         16;

         "ROGERS SERVICE" will have the meaning set out in Section 2;

         "SERVER SOFTWARE" means GoAmerica's server based software that resides
         on the Go America facilities and interacts with and supports Enabled
         Devices. For greater certainty, "SERVER SOFTWARE" includes any and all
         Enhancements made to such software in accordance with this Agreement;

         "SERVICE" means the Hosting, operation, support and maintenance at
         GoAmerica's facilities of the Wireless Browser, equipment and Server
         Software in order to receive, route, interpret and process queries
         received from the Wireless Browser and data in response to such
         queries;

         "SUPPORT SERVICE LEVELS" will have the meaning set out in Section 10;

         "SUPPORT SERVICES" will have the meaning set out in Section 10;

         "SPECIFICATIONS" means the detailed design, functional, technical,
         branding, user interface, customizations and other specifications for
         the Rogers Service and the Customized Browser set out in the End User
         Documentation or attached hereto as Schedule 2;

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         "TECHNICAL CONTACT" will have the meaning set out in Section 12;

         "TERM" will have the meaning set out in Section 29;

         "TRANSITION COSTS" will have the meaning set out in Subsection 31;

         "TRANSITION PERIOD" will have the meaning set out in Section 32;

         "USER INFORMATION" means all data and information pertaining to or
         identifiable to a Rogers Customer including without limitation: (i)
         name, address, e-mail address, MAN, IP address, telephone number
         password, personal financial information, personal preferences,
         demographic data, marketing data, data about securities transactions,
         credit data, or any other identification data; (ii) any information
         that reflects use of or interactions with the Rogers Service, the
         Server Software and/or the Customized Browser including browsing
         websites, including but not limited to, information concerning computer
         search paths, any profiles created or general usage data (other than
         aggregate statistical information that is not specific to and does not
         reference Rogers or any of the Rogers Customers); (iii) any data
         otherwise submitted in the process of registering for the Rogers
         Service and any data submitted during the course of using the Rogers
         Service, the Server Software and/or the Customized Browser, including
         browsing websites; (iv) all information and data relating to the use by
         a Rogers Customer of the Rogers Service, the Server Software and/or the
         Customized Browser; and (v) any other information relating to the
         behaviour of a Rogers Customer collected while such Rogers Customer is
         using the Rogers Service, the Server Software and/or the Customized
         Browser;

         "URL" means universal resource locator, which designates a unique
         Internet protocol address for locating and accessing an Internet
         site(s), a page or a location within a page; and

         "WIRELESS BROWSER" means software, currently commercially known as the
         Go.Web Browser, which when loaded on a wireless device capable of
         supporting such software: (i) interprets instructions received by such
         wireless device from a server; (ii) transmits instructions to a server;
         (iii) interfaces with such wireless device to perform functions such as
         write output to a screen and receive input from a key pad; (iv)
         interfaces with the URL requested by a Rogers Customer, collects data
         through interaction with the Server Software from sites and/or pages
         written in HTML, HDML and WML (hypertext markup language, handheld
         device markup language and wireless markup language, respectively,) and
         reformats such data in a format which can be displayed on an Enabled
         Device; and (v) otherwise performs any such other functions necessary
         to enable the user of such wireless device to access and browse the
         Internet through interaction with the Server Software. For greater
         certainty, "WIRELESS BROWSER" includes any and all Enhancements made to
         the such software in accordance with this Agreement.

2.       THE ROGERS SERVICE AND CUSTOMIZED BROWSER

         (a)      Creation and Operation of Rogers Service and the Customized
                  Browser. GoAmerica agrees to develop and deliver to Rogers a
                  customized version of the Wireless Browser (the "CUSTOMIZED
                  BROWSER") and to Host at GoAmerica's

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                  premises a Rogers branded version of the Service which
                  conforms to and performs in accordance with the Specifications
                  (the "ROGERS SERVICE") and hereby grants to Rogers the right
                  to offer the Rogers Service to Rogers Customers through the
                  Mobitex Network, subject to the terms and conditions set out
                  in this Agreement. For greater certainty, "CUSTOMIZED BROWSER"
                  also includes any and all Enhancements and Additional
                  Customizations made to such software in accordance with this
                  Agreement.

         (b)      Co-operation With Third Parties. GoAmerica acknowledges and
                  agrees that Rogers is currently working with third parties to
                  develop and offer customizations, improvements, enhancements,
                  new features and other functionality to Rogers Customers
                  (including, without limitation, a customized website which
                  will enable Rogers Customers to personalize their Home Deck),
                  and GoAmerica agrees that it will, at its expense, co-operate
                  in good faith with Rogers and with such third parties. Without
                  limiting the generality of the foregoing and subject to
                  Section 4, GoAmerica acknowledges and agrees that Rogers may
                  from time to time work with third parties to develop a
                  wireless portal for use in connection with the Customized
                  Browser. Upon Rogers request, GoAmerica will reasonably
                  cooperate and facilitate a seamless transition of the
                  management and Hosting of the Home Deck to the applicable
                  third party specified by Rogers.

         (c)      Standard Development Kits. GoAmerica will provide to Rogers,
                  on terms and conditions, including price, to be mutually
                  agreed upon by the parties for use by Rogers' content
                  providers , the tools, including without limitation, standard
                  development kits (SDKs), required to make content on the
                  Customized Browser accessible to, and in a format which can be
                  read by, the Rogers Customers as well as all reasonable
                  support in relation to the use by Rogers or its content
                  providers of all such tools.

3.       ACTIVATION. GoAmerica will by the end of the next Business Day
         following receipt from Rogers of each MAN, activate on GoAmerica's
         servers each Wireless Browser located on the Enabled Device to which
         such MAN relates.

4.       BRANDING. The Rogers Service and the Customized Browser will be branded
         with the Marks of Rogers and GoAmerica in the manner specified in the
         Specifications or in such other manner as may be determined by Rogers,
         in its sole discretion; provided, however, that Rogers may not alter
         the form or manner in which any GoAmerica Marks are included as part of
         the Rogers Service in any material respect without the prior consent of
         GoAmerica, which consent will not be unreasonably withheld or delayed.

5.       BROWSER MENU LINKS. Unless otherwise specified by Rogers in writing,
         GoAmerica will integrate and include as part of the Rogers Service and
         the Customized Browser all Browser Menu Links provided by Rogers within
         twenty-four (24) hours following receipt of a request from Rogers.

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  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.


6.       LOOK AND FEEL. Subject to Section 4 Rogers will have sole control over
         the Look and Feel of the Rogers Service and Customized Browser,
         including without limitation, the placement, addition and deletion of
         the Browser Menu Links.

7.       ENHANCEMENTS. GoAmerica will notify Rogers in writing [**]prior to
         making any Enhancement to the Service and/or the Wireless Browser and
         Rogers will have[**] to notify GoAmerica whether it wishes GoAmerica to
         incorporate such Enhancement into the Rogers Service and/or the
         Customized Browser. In the event that: (i) Rogers notifies GoAmerica
         that it wishes to incorporate an Enhancement into the Rogers Service
         and/or the Customized Browser; or (ii) Rogers is deemed to have
         accepted an Enhancement in accordance with the following sentence,
         GoAmerica will at GoAmerica's expense, incorporate such Enhancement
         into the Rogers Service and/or Customized Browser concurrently with the
         date that GoAmerica makes such Enhancement to the Service and/or the
         Wireless Browser. Should Rogers fail to notify GoAmerica that it
         rejects any such Enhancement within such [**], Rogers will be deemed to
         have accepted such Enhancement.

8.       RIGHT TO REJECT. Rogers may, at any time within [**] following receipt
         from GoAmerica of the Rogers Service and/or the Customized Browser or
         any part thereof, notify GoAmerica in writing whether Rogers accepts or
         rejects the Rogers Service and/or the Customized Browser or the
         applicable part thereof. Rogers may reject the Rogers Service and/or
         the Customized Browser if it does not conform to or perform in
         accordance with the Specifications in Schedule 2 (or in any separate
         quote and purchase order). If Rogers does not deliver a notice of
         acceptance or rejection within such time period, the Rogers Service
         and/or the Customized Browser will be deemed to have been rejected. If:
         (i) Rogers delivers to GoAmerica a notice that Rogers rejects the
         Rogers Service and/or the Customized Browser; or (ii) the Rogers
         Service and/or the Customized Browser are deemed to have been rejected
         in accordance with the preceding sentence, provided Rogers has informed
         GoAmerica in reasonable detail as to the manner in which the Rogers
         Service and/or the Customized Browser do not conform to or perform in
         accordance with the Specifications in Schedule 2 (or in any separate
         purchase order), then GoAmerica will use reasonable commercial efforts
         to remedy any deficiency as quickly as possible and GoAmerica will
         redeliver the remedied Rogers Service and/or the Customized Browser to
         Rogers for its approval, the whole of which will be at GoAmerica's
         expense. The procedure for acceptance set out in this Section 8 will
         continue until Rogers has notified GoAmerica in writing that it accepts
         the Rogers Service and Customized Browser or until Rogers exercises its
         right to terminate this Agreement in accordance with Subsection 30(b),
         whichever is earlier.

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  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

9.       PROCEDURE FOR ADDITIONAL CUSTOMIZATIONS.

         (a)      At any time during the Term, Rogers may request in writing
                  that GoAmerica make additional customizations to the Rogers
                  Service, the Server Software and/or Customized Browser,
                  including without limitation additional Enhancements, which
                  GoAmerica is not otherwise required to make at its expense in
                  accordance with Sections 7 and/or 8 (the "ADDITIONAL
                  CUSTOMIZATIONS"). Within [**]or such longer time requested by
                  GoAmerica and approved by Rogers in writing following receipt
                  by GoAmerica of such written request from Rogers, Go America
                  will, at its expense, provide a written response to Rogers
                  (the "CUSTOMIZATION ASSESSMENT") specifying:

                  (i)      the time frame for the development and implementation
                           of the Additional Customizations;

                  (ii)     the impact, if any, that the implementation of the
                           Additional Customizations will have on the
                           functionality, usability, performance or other
                           components of the Rogers Service, including the
                           Server Software and the Wireless Browser;

                  (iii)    the proposed schedule for the implementation of the
                           Additional Customizations;

                  (iv)     the fees and expenses Rogers must pay GoAmerica to
                           develop and implement the Additional Customizations;
                           and

                  (v)      any other information reasonably requested by Rogers
                           in order to enable it to assess the impact that the
                           development and implementation of the Additional
                           Customizations will have on the Rogers Service, the
                           Wireless Browser and/or the Server Software.

         (b)      Within [**] of the receipt by Rogers of the Customization
                  Assessment or such longer time requested by Rogers and
                  approved by GoAmerica in writing, Rogers will notify GoAmerica
                  in writing whether it wishes GoAmerica to develop and
                  implement the Additional Customizations in accordance with the
                  Customization Assessment.

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  Confidential Materials omitted and filed separately with the Securities and
                Exchange Commission. Asterisks denote omissions.

         (c)      Rogers will have the right to notify GoAmerica that it rejects
                  a Customization Assessment or that it requires specified
                  clarifications, additions or modifications to such
                  Customization Assessment and GoAmerica will have [**] or such
                  other time as the parties may agree, from the date of receipt
                  of such written notice from Rogers, to deliver to Rogers an
                  amended Customization Assessment and Rogers will have [**]
                  following the receipt of such amended Customization Assessment
                  to notify GoAmerica in writing whether it wishes GoAmerica to
                  develop and implement the Additional Customizations in
                  accordance with the amended Customization Assessment.

         (d)      Upon receipt by GoAmerica of written notice from Rogers
                  indicating that Rogers wishes GoAmerica to develop and
                  implement the Additional Customizations and shall pay
                  GoAmerica the fees and expenses quoted by GoAmerica or
                  otherwise agreed to by the parties in writing, GoAmerica will
                  do so in accordance with the Customization Assessment. If
                  Rogers does not indicate in writing within the required time
                  frame that it wishes GoAmerica to develop and implement the
                  Additional Customizations, GoAmerica will not develop or
                  implement any such Additional Customizations.

         (e)      All Additional Customizations developed and implemented by
                  GoAmerica in accordance with this Section 9 will form part of
                  the Rogers Service, the Server Software and/or the Customized
                  Browser and all approved Customization Assessments will be
                  incorporated into and form part of the Specifications.

10.      SUPPORT AND MAINTENANCE. GoAmerica will provide the support services
         set out in Schedule 4 (the "SUPPORT SERVICES") in accordance with the
         support service levels set out in Schedule 4 (the "SUPPORT SERVICE
         LEVELS").

11.      MARKETING. Each party will use reasonable commercial efforts,
         consistent with good business practises and marketing standards, to
         advertise, market and promote the Rogers Service and/or the Customized
         Browser. Without limiting the generality of the foregoing, GoAmerica
         agrees to pay [**]% of all of the costs incurred by Rogers or any of
         its Affiliates in relation to the advertising, marketing and promotion
         of the Rogers Service and/or the Customized Browser where Rogers uses,
         displays or otherwise refers to the GoAmerica Mark "Go.Web", up to a
         contribution by GoAmerica of $[**] US. Rogers will be entitled to
         submit invoices from time to time containing the information concerning
         the amount spent by or on behalf of Rogers or any of its Affiliates on
         advertising marketing and/or promotion wherein the Mark "Go.Web" was
         used, displayed or otherwise referred to and GoAmerica will pay [**]%
         of such amount within [**] following receipt of the applicable invoice.

12.      TECHNICAL CONTACTS. Each party has designated the technical contact
         (the "TECHNICAL CONTACT") set out in Schedule 1 to act as a liaison for
         all communications between Rogers and GoAmerica pertaining to this
         Agreement. Communication between the

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         Rogers Technical Contact and the GoAmerica Technical Contact does not
         replace the obligation to give notices required by this Agreement.

13.      TRADEMARK USE. Each party may use the other party's Marks (either alone
         or in conjunction with such first party's Marks) during the Term in
         connection with the Rogers Service and/or the Customized Browser and in
         connection with the marketing, advertising and promotion of the Rogers
         Service and/or the Customized Browser subject to the other party's
         prior written consent. Without limiting the generality of the
         foregoing, neither party will remove, obliterate or modify any of the
         other party's Marks or notices on the Rogers Service and/or the
         Customized Browser without such party's consent in writing.

14.      LICENSES AND RESTRICTIONS.

         (a)      License Terms.

                  (i)      GoAmerica hereby grants to Rogers and its Affiliates
                           a non-exclusive, royalty-free, non-transferable
                           (except as provided in Section 38) license during the
                           Term and, where applicable, the Transition Period,
                           to: (i) install (directly or through a third party)
                           on any number of Enabled Devices; (ii) use; (iii)
                           reproduce; (iv) distribute; (v) store; (vi) grant
                           Rogers Customers the right to download from a Rogers
                           website free of charge; and (vii) sublicense the
                           Wireless Browser in object code format for the
                           purpose of providing Rogers Customers with the Rogers
                           Service and/or the Customized Browser and for no
                           other purpose.

                  (ii)     GoAmerica hereby grants to Rogers and its Affiliates
                           a non-exclusive, royalty-free, non-transferable
                           (except as provided in section 38) license during the
                           Term and, where applicable, the Transition Period,
                           to: (i) use; (ii) access; and (iii) permit Rogers
                           Customers to use and access the Server Software for
                           the purpose of providing Rogers Customers with the
                           Rogers Service and/or the Customized Browser and for
                           no other purpose.

                  (iii)    GoAmerica hereby grants to Rogers and its Affiliates
                           a non-exclusive, royalty-free, non-transferable
                           (except as provided in Section 38), license during
                           the Term to: (i) use; (ii) reproduce; (iii)
                           distribute; and (iv) sublicense the End User
                           Documentation to the Rogers Customers.

                  (iv)     Rogers will not: (i) exceed the licensed use of the
                           Wireless Browser set out in this Agreement; or (ii)
                           translate, decompile or reverse engineer the whole or
                           any part of the Wireless Browser.

         (b)      Source Code Escrow.

                  (i)      Immediately following the execution of this
                           Agreement, GoAmerica and Rogers will negotiate in
                           good faith in order to execute the Escrow Agreement
                           (as defined below) no later than two (2) weeks
                           following the Effective Date which will be attached
                           to and form part of this Agreement

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                           as Schedule 5. Within the time specified below,
                           GoAmerica shall place and shall thereafter maintain,
                           at its expense: (1) an updated copy of the source
                           code for the Customized Browser and the Server
                           Software including Enhancements, if any; and (2) any
                           available commentary, instructions, programmer
                           specifications, notes (technical or otherwise),
                           manuals, tutorial literature, explanations,
                           annotations and other documentation necessary to
                           enable a reasonably skilled programmer to read,
                           understand, operate and maintain the source code for
                           the Customized Browser and the Server Software
                           including Enhancements (collectively, the "Escrow
                           Materials"), in escrow with Data Security
                           International, Inc. ("Escrow Agent") pursuant to the
                           terms of an escrow agreement to be mutually agreed
                           upon by the parties ("Escrow Agreement"). GoAmerica
                           shall deliver the Escrow Materials to the Escrow
                           Agent promptly after execution of the Escrow
                           Agreement by the parties and the Escrow Agent.

                  (ii)     Among other terms, the Escrow Agreement will provide
                           for the release of the Escrow Materials to Rogers in
                           the event that (x) GoAmerica is unable to provide
                           Support Services because GoAmerica has become
                           insolvent or unable to pay its debts as they mature
                           in the ordinary course of business; has filed a
                           petition for bankruptcy or has been adjudicated a
                           bankrupt, has made an assignment for the benefit of
                           its creditors or an arrangement for its creditors
                           pursuant to any bankruptcy law; has had proceedings
                           instituted by or against it in bankruptcy or under
                           insolvency laws or for reorganization, receivership
                           or dissolution, or (y) breaches its obligations to
                           provide Support Services as set out in Schedule 4 and
                           fails, after notice in writing by Rogers, to cure
                           such breach within the time provided in this
                           Agreement.

                  (iii)    The Escrow Agreement shall also provide, among other
                           mutually agreed terms, that in the event Rogers
                           obtains the Escrow Materials pursuant to the release
                           conditions and procedures set forth in the Escrow
                           Agreement, Rogers shall have the right to use and
                           modify the Escrow Materials solely for the purposes
                           of providing (directly or through third parties) the
                           Support Services that GoAmerica has failed to provide
                           or is unable to provide, for as long such failure or
                           inability continues. At such time as GoAmerica, in
                           good faith, notifies Rogers that it has recovered its
                           ability to provide Support Services, or cured the
                           cause of its breach, Rogers shall promptly return all
                           copies of the Escrow Materials to the Escrow Agent
                           and allow GoAmerica to resume providing Support
                           Services; provided, however that GoAmerica reasonably
                           cooperates and assists Rogers in effecting such
                           transition at GoAmerica's expense. Rogers's rights to
                           use the Escrow Materials shall be limited to the
                           provision of such Support Services. Release of the
                           Escrow Materials shall not be deemed to vest in
                           Rogers any rights to use or modify the Escrow
                           Materials or the Wireless Browser to extend or
                           enhance its functionality or to enable the use of the
                           Wireless Browser in any manner other than as provided
                           in this Agreement.

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15.      ASSIGNMENT. GoAmerica hereby assigns to Rogers and its Affiliates all
         Intellectual Property Rights in and to the Customizations (other than
         the Intellectual Property Rights forming part of the Wireless Browser
         prior to the Effective Date) and the Additional Customizations
         developed and implemented in accordance with Section 9. Except as
         expressly permitted herein, Go America will not have the right to use,
         reproduce or otherwise exploit any Intellectual Property Rights in the
         Customizations and the Additional Customizations without the prior
         written consent of Rogers.

16.      ROGERS INTELLECTUAL PROPERTY. As between the parties, Rogers owns and
         retains all right, title and interest in and to the following, which
         will be collectively referred to herein as the "ROGERS INTELLECTUAL
         PROPERTY":

         (a)      the Customizations and the Additional Customizations;

         (b)      all of the Rogers domain names, Marks and URLs; and

         (c)      all information relating to the Rogers Customers, including
                  without limitation, all information and data about Rogers
                  Customers, including without limitation all User Information.

17.      LICENSE OF ROGERS INTELLECTUAL PROPERTY. Subject to Section 43, Rogers
         grants a non-exclusive, royalty-free, revocable, non-transferable
         license during the Term to GoAmerica to use the Rogers Intellectual
         Property, excluding the User Information, subject to the following
         restrictions:

         (a)      GoAmerica will use the Rogers Intellectual Property, excluding
                  the User Information, in accordance with this Agreement and
                  only for the purpose of fulfilling its obligations hereunder;

         (b)      GoAmerica will not contact, communicate with or distribute
                  information to any Rogers Customer without Rogers' prior
                  written consent;

         (c)      GoAmerica will not disclose, sell, license, rent or otherwise
                  exploit any Rogers Intellectual Property to a third party
                  without the written consent of Rogers; and

         (d)      GoAmerica will use the Rogers Intellectual Property only in
                  accordance with all applicable restrictions imposed by law or
                  regulation.

18.      GOAMERICA OWNERSHIP. Subject to Sections 15 and 16, GoAmerica retains
         all right, title and interest in and to the Service, the Wireless
         Browser, the Enhancements (other than Enhancements which constitute
         Additional Customizations), the GoAmerica Marks and all development
         tools, routines, subroutines, applications, software and other
         materials that GoAmerica may use in conjunction with providing the
         Service (collectively, the "GOAMERICA INTELLECTUAL PROPERTY").

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19.      CONFIDENTIALITY.

         (a)      Each party will at all times, both during the Term and
                  thereafter, hold all Confidential Information of the other
                  party in the strictest confidence, and will not use such
                  Confidential Information for any purpose, other than as may be
                  reasonably necessary for the performance of its duties
                  pursuant to this Agreement, without the other party's prior
                  written consent. Without limiting the generality of the
                  foregoing, each party agrees: (i) that it will not disclose to
                  any third party or use any Confidential Information disclosed
                  to it by the other except as expressly permitted in this
                  Agreement; and (ii) that it will take all reasonable measures
                  to maintain the confidentiality of all Confidential
                  Information of the other party in its possession or control,
                  which will in no event be less than the measures it uses to
                  maintain the confidentiality of its own information of similar
                  importance.

         (b)      Notwithstanding the foregoing, each party may disclose
                  Confidential Information: (i) to the extent required by a
                  court of competent jurisdiction or other governmental
                  authority or otherwise as required by law; or (ii) on a
                  "need-to-know" basis under an obligation of confidentiality to
                  its Affiliates and to its and its Affiliates' authorized
                  agents, contractors, legal counsel, accountants, banks and
                  other financing sources and their advisors.

         (c)      The terms and conditions of this Agreement will be deemed to
                  be the Confidential Information of each party and will not be
                  disclosed without the other party's written consent.

         (d)      Each party acknowledges that its failure to comply with the
                  provisions of this Section 19 will cause irreparable harm to
                  the other party which cannot be adequately compensated for in
                  damages, and accordingly acknowledges that the other party
                  will be entitled to obtain, in addition to any other remedies
                  available to it, interlocutory and permanent injunctive relief
                  to restrain any anticipated, present or continuing breach of
                  this Section 19.

20.      FEES AND REPORTING.

         (a)      Payment of Fees. In consideration for the provision by
                  GoAmerica of the Rogers Service, the Customized Browser and
                  the Server Software in accordance with the terms of this
                  Agreement, including the license to Rogers of the GoAmerica
                  Intellectual Property, Rogers will pay GoAmerica the fees set
                  out in Schedule 3 to this Agreement in accordance with the
                  payment procedure set out therein. Notwithstanding the
                  foregoing, Rogers agrees to pay, in addition to the fees
                  payable under this Agreement, the applicable withholding taxes
                  in relation to such fees; provided, however, that GoAmerica
                  agrees to use reasonable commercial efforts at GoAmerica's
                  expense to reclaim all such amounts paid by Rogers, including
                  the filing of all applicable tax returns, and GoAmerica will
                  promptly pay Rogers all of the amounts reclaimed.

<PAGE>   13
                                       13

         Confidential Materials omitted and filed separately with the Securities
                  and Exchange Commission. Asterisks denote omissions.


         (b)      Failure to Meet Support Service Levels. If, during any
                  Reporting Period (as defined in Schedule 4) during the Term or
                  any renewal or extension thereto, GoAmerica fails to provide
                  the Support Services in accordance with all applicable Support
                  Service Levels, then, in addition to all other remedies
                  available to Rogers under this Agreement or otherwise at law,
                  Rogers will have no obligation to pay to GoAmerica the
                  "GoAmerica Monthly Access Fee" set out in Section 5 of
                  Schedule 3 relating to such Reporting Period.

         (c)      Reporting Requirements. In addition to GoAmerica's obligations
                  to provide Reports (as defined in Schedule 4 hereof) to Rogers
                  in accordance with Schedule 4, GoAmerica will provide to
                  Rogers, in a form and format mutually agreed upon by the
                  parties, a report in respect of each calendar month during the
                  Term or any renewal or extension thereto which contains
                  statistical information which sets out the frequency of use of
                  the Rogers Service and/or the Customized Browser by each
                  Rogers Customer based on the MAN of each Rogers Customer and
                  any other information reasonably requested by Rogers from time
                  to time, provided that the provision of such information does
                  not violate any Federal Communications Commission or other
                  applicable federal or state regulations. GoAmerica will
                  provide such Reports to Rogers in accordance with GoAmerica's
                  normal billing cycle and each such Report will relate to the
                  period ending on the Business Day on which such Report is
                  delivered.

21.      [**] TERMS. GoAmerica represents, warrants and covenants that the terms
         and conditions set out in this Agreement, including without limitation,
         the fees payable in relation to the Rogers Service, the Customized
         Browser and any Additional Customizations,[**] during the Term, [**] by
         GoAmerica [**] and/or [**] under this Agreement. Without limiting the
         generality of the foregoing, in the event that GoAmerica [**] and/or
         [**] under this Agreement, [**] the terms and conditions [**] under
         this Agreement, [**] to GoAmerica under this Agreement [**] which
         GoAmerica [**] and the [**] GoAmerica [**] and (ii) thereafter, [**] of
         the Term.

22.      AUDITS. GoAmerica will maintain complete and accurate records
         containing information in sufficient detail to permit an accurate
         determination of the fees payable hereunder, and will retain all
         records and supporting information in accordance with generally
         accepted accounting principles (GAAP) in a form and format reasonably
         requested by Rogers. Without limiting the generality of the preceding
         sentence, GoAmerica will maintain data records relating to all Rogers
         Customers so that such information is sorted and accessible by Rogers
         according to the MAN for each Rogers Customer. Such records and
         supporting information will be made available for inspection on behalf
         of Rogers by a firm of certified public accountants (or the Canadian
         equivalent thereof) chosen by Rogers at any time not more than once
         during any six (6) month period upon ten (10) calendar days prior
         notice to GoAmerica. Such inspection will take place during Business
         Day(s) at GoAmerica's offices in Hackensack, New Jersey or at such
         other

<PAGE>   14
                                       14


         place as such records may reasonably be regularly stored. In the event
         that any such audit reveals either: (i) an overpayment by Rogers of
         greater than or equal to give percent (5%); or (ii) breach by GoAmerica
         of its representation, warranty and covenant in Section 21, then
         GoAmerica will forthwith reimburse Rogers an amount equal to the excess
         payment and the entire cost of the audit (and all related expenses)
         will be borne by GoAmerica. Rogers will ensure that any person
         performing such audit on Rogers' behalf signs a non-disclosure
         agreement with Rogers and any breach by such person of such
         non-disclosure agreement will constitute breach by Rogers of its
         confidentiality obligations set out in Section 19 of this Agreement and
         Rogers will indemnify GoAmerica for the damages related to any such
         breach.

23.      REPRESENTATIONS AND WARRANTIES OF GOAMERICA. GoAmerica represents,
         warrants and covenants to Rogers as follows and acknowledges that
         Rogers has relied upon such representations, warranties and covenants:

         (a)      GoAmerica has the corporate power and the capacity to enter
                  into, and to perform its obligations under, this Agreement and
                  has the right to grant to Rogers all rights granted in this
                  Agreement;

         (b)      GoAmerica is the owner or authorized licensor of the
                  Customized Browser, (other than the Customizations and
                  Additional Customizations), and the Server Software and has
                  the right to assign to Rogers all right, title and interest in
                  and to the Customizations and Additional Customizations
                  without violating any third party Intellectual Property
                  Rights;

         (c)      the Customized Browser (including the Customizations and
                  Additional Customizations) will be developed and delivered by
                  qualified GoAmerica personnel in a professional and
                  workmanlike manner in accordance with the highest industry
                  customs and practise;

         (d)      the Rogers Service and the Customized Browser each will
                  conform to and perform in accordance with the Specifications
                  therefor;

         (e)      GoAmerica will perform the Support Services in accordance with
                  the Support Service Levels and in a professional and
                  workmanlike manner in accordance with the highest industry
                  customs and practise;

         (f)      the exercise by Rogers of its rights under this Agreement
                  including without limitation, the provision and distribution
                  of the Rogers Service (including the sublicensing of the
                  Customized Browser and Additional Customizations, if any) to
                  the Rogers Customers will not violate any Intellectual
                  Property Right of any third party and there are no third party
                  claims or allegations that the installation, use, distribution
                  or sublicensing of the Wireless Browser and/or the Customized
                  Browser or the use and other exploitation of the Service or
                  the Rogers Service violates any Intellectual Property Right of
                  a third party;

         (g)      no portion of the Rogers Service, Server Software and/or the
                  Customized Browser will violate any rights of privacy of any
                  third party;

<PAGE>   15
                                       15


         (h)      at the time of delivery to Rogers, the master copy or copies
                  of the Customized Browser and any Additional Customizations
                  will not contain any clock, timer, counter, computer virus,
                  worm, software lock, drop dead device, Trojan-horse routine,
                  trap door, time bomb or any other codes or instructions that
                  directly or indirectly modifies, replicates, distorts,
                  deletes, damages or otherwise disables software, hardware,
                  equipment, files, data or services, or any disabling mechanism
                  or protection feature designed to prevent the use of or access
                  to hardware, equipment, files, data or services;

         (i)      at all times during the Term and any applicable Transition
                  Period, no portion of the Server Software will contain, and
                  GoAmerica will use reasonable commercial efforts to maintain
                  the Server Software in accordance with industry customs and
                  practice in order ensure that no information and/or content
                  accessed through the Server Software will contain, any clock,
                  timer, counter, computer virus, worm, software lock, drop dead
                  device, Trojan-horse routine, trap door, time bomb or any
                  other codes or instructions that directly or indirectly
                  modifies, replicates, distorts, deletes, damages or otherwise
                  disables software, hardware, equipment, files, data or
                  services, or any disabling mechanism or protection features
                  designed to prevent the use of or access to hardware,
                  equipment, files, data or services;

         (j)      GoAmerica's performance of the obligations in this Agreement
                  including the provision and delivery of the Rogers Service and
                  the licensing of the Customized Browser and Server Software
                  will comply with and will neither contravene, breach nor
                  infringe any applicable laws or regulations; and

         (k)      the Rogers Service will be provided by GoAmerica error-free,
                  in an uninterrupted manner.

24.      INDEMNIFICATION.

         (a)      GoAmerica will, at its expense, defend, indemnify and hold
                  Rogers and its Affiliates and their respective officers,
                  employees, representatives and agents harmless from and
                  against any claim, suit, action or other proceeding which is
                  based on or arises from a claim that the Rogers Service, the
                  Server Software, Customized Browser and/or Additional
                  Customizations (or the use thereof by a Rogers Customer)
                  infringes the Intellectual Property Rights of a third party
                  (excluding any claims relating to intellectual property
                  including Marks, or text supplied to GoAmerica by Rogers) or
                  any breach by GoAmerica of Section 19. GoAmerica will pay all
                  costs, damages and expenses (including but not limited to
                  reasonable legal fees) in connection with any such claim,
                  suit, action or proceeding; provided, however, that: (i)
                  Rogers notifies GoAmerica in writing within a commercially
                  reasonable time after Rogers becomes aware of a claim; (ii)
                  GoAmerica has sole control of the defence of any such action;
                  and (iii) Rogers reasonably cooperates, in good faith at
                  GoAmerica's expense, in the defence of any such legal action.

<PAGE>   16
                                       16


         (b)      Notwithstanding the foregoing, GoAmerica will have no
                  liability for any claim of infringement based on (i) any
                  modification of the Customized Browser or Rogers Service other
                  than as authorized by GoAmerica where such modification gave
                  rise to the infringement claim; (ii) use (other than use by
                  GoAmerica or its agents) of the Customized Browser or Rogers
                  Service in conjunction with content where use with such
                  content gave rise to the infringement claim; or (iii) use
                  (other than use by GoAmerica or its agents) of the Customized
                  Browser or Rogers Service with software or hardware which is
                  not owned, licensed or authorized by GoAmerica, where use with
                  such other software or hardware gave rise to the infringement
                  claim.

25.      CONTINUED USE. Should the Server Software, Customized Browser,
         (including the Additional Customizations) and/or the Rogers Service
         become, or in GoAmerica's opinion be likely to become, the subject of a
         claim of infringement, GoAmerica will, at its option and expense: (i)
         obtain the right for Rogers to continue using the Server Software,
         Customized Browser, (including the Additional Customizations) and/or
         the Rogers Service (ii) modify the Server Software, Customized Browser
         (including the Additional Customizations) and/or the Rogers Service so
         it is no longer infringing; provided, however, that any such
         modification does not impair the ability of the Server Software,
         Customized Browser (including the Additional Customizations) and/or the
         Rogers Service or the relevant portion thereof to conform to and
         perform in accordance with the Specifications therefor or the intended
         use thereof; or (iii) replace the infringing portion of such GoAmerica
         Intellectual Property with compatible, equivalent and non-infringing
         software or technology. If, after reasonable commercial efforts by
         GoAmerica, GoAmerica is not able to perform any of the foregoing
         alternatives, then either party will have the right to terminate this
         Agreement.

26.      REPRESENTATIONS AND WARRANTIES OF ROGERS. Rogers represents, warrants
         and covenants to GoAmerica as follows and acknowledges that GoAmerica
         has relied upon such representation, warranty and covenant: has the
         corporate power and the capacity to enter into, and to perform its
         obligations under, this Agreement and has the right to grant to
         GoAmerica all rights granted in this Agreement.

27.      LIMITATION OF WARRANTY. Except as expressly provided in this Agreement,
         neither party makes any representations or warranties of any nature
         whatsoever, either express or implied, with respect to the Rogers
         Service, the Customized Browser or the Additional Customizations.
         Except as expressly provided herein, each party hereby disclaims all
         implied warranties, including without limitation, all warranties of
         merchantable quality, non-infringement of third party rights and
         fitness for a particular purpose.

28.      LIMITATION OF LIABILITY. Except for GoAmerica's indemnification
         obligations in Section 24 and Rogers' indemnification obligations under
         the last sentence of Section 22 which will include, without limitation,
         special, consequential, indirect, incidental, exemplary and punitive
         damages and loss of profit, and notwithstanding any other provision in
         this Agreement, neither party nor their Affiliates or their respective
         directors, officers, and employees will be liable for any special,
         consequential, indirect, incidental, exemplary or punitive damages or
         loss of profit, whether in contract, tort or otherwise resulting from

<PAGE>   17
                                       17


         any cause of action whatsoever, including negligence, gross negligence,
         negligent misrepresentation and/or fundamental breach or other theory
         of law. Except for GoAmerica's indemnification obligations in Section
         24 and Rogers' indemnification obligations under the last sentence of
         Section 22, which will be unlimited as to dollar amount, either party's
         liability for claims arising from or relating to this Agreement will be
         limited to the amount paid by Rogers to GoAmerica in relation to this
         Agreement. The foregoing limitation of liability is an agreed
         allocation of risk between the parties and the Service Fees agreed to
         by the parties and set out in Schedule 3 are based upon such
         allocation.

29.      TERM. This Agreement will be effective as the date first written above
         and will continue for a period expiring one year from the Effective
         Date (such period and any renewal thereof or extension thereto is
         herein called the "TERM"), and for the Transition Period where
         applicable, unless terminated earlier pursuant to Section 30. Rogers
         may elect to extend this Agreement on the same terms and conditions as
         those set out herein for not more than twenty-four (24) additional
         periods of one (1) month by providing written notice of its intention
         to renew not less than one (1) week prior to the expiration of the
         initial Term or the then-current monthly extension period.

30.      TERMINATION. This Agreement may be terminated:

         (a)      by either party upon a breach or default of any of the terms
                  and conditions of this Agreement by the other party that is
                  not cured within thirty (30) calendar days after receipt by
                  the breaching party of written notice thereof from the
                  non-breaching party;

         (b)      by Rogers forthwith upon written notice, in the event that
                  Rogers rejects the Rogers Service or the Customized Browser
                  pursuant to Section 8 hereof, provided that: (i) GoAmerica has
                  not been able to remedy the failure of the Rogers Service
                  and/or the Customized Browser to conform to or perform in
                  accordance with the Specifications within five (5) Business
                  Days of receipt of the written notice of rejection; and (ii)
                  Rogers and GoAmerica have not been able to reach agreement on
                  a resolution of the issues within five (5) Business Days of
                  the receipt of the written notice of rejection, acting
                  reasonably and in good faith;

         (c)      by either party forthwith upon written notice in the event
                  that the other party: (i) is insolvent or unable to pay its
                  debts as they mature in the ordinary course of business; or
                  (ii) files a petition for bankruptcy or is adjudicated a
                  bankrupt; (iii) makes an assignment for the benefit of its
                  creditors or an arrangement for its creditors pursuant to any
                  bankruptcy law; (iv) has proceedings instituted by or against
                  it in bankruptcy or under insolvency laws or for
                  reorganization, receivership or dissolution; and

         (d)      by either party in accordance with Section 25 upon ten (10)
                  calendar days written notice.

<PAGE>   18
                                       18


     Confidential Materials omitted and filed separately with the Securities
              and Exchange Commission. Asterisks denote omissions.


31.      EFFECT OF TERMINATION. Upon the termination or expiration of this
         Agreement (following the Transition Period, where applicable):

         (a)      each party will cease using the other party's Marks; provided,
                  however, that neither party will be required to remove from
                  circulation marketing, promotional or other material already
                  created, or marketing, promotional or other material in
                  respect of which it has placed an order which cannot be
                  cancelled without payment of any fee or penalty;

         (b)      GoAmerica will co-operate with and provide reasonable
                  assistance to Rogers in transferring the Rogers Service and
                  the Customized Browser to a different service provider. Upon
                  Rogers' request, GoAmerica will provide Rogers with reports
                  which contain statistical information which sets out the
                  frequency of use of the Rogers Service, the Server Software
                  and the Customized Browser by each Rogers Customer based on
                  the MAN number of each Rogers Customer, and any other
                  information requested by Rogers from time to time in order to
                  facilitate the transfer of the Rogers Service and the
                  Customized Browser. Rogers agrees to pay for all services
                  rendered and costs, including, without limitation, costs
                  relating to replacing and transferring hardware, software,
                  services, employees, and overhead costs, (the "TRANSITION
                  COSTS") incurred by GoAmerica in assisting in such transfer
                  unless the Agreement is terminated by Rogers pursuant to
                  Subsections 30(a), (b), (c) or (d) in which event GoAmerica
                  will pay the Transition Costs. The Transition Costs will be
                  payable thirty (30) days following receipt by the relevant
                  party of an undisputed invoice, which invoice may be delivered
                  on a monthly basis following the end of each month to which
                  such invoice relates. Termination of this Agreement will not
                  act as a waiver of any prior breach of this Agreement or as a
                  release of either party from any liability for breach of such
                  party's obligations under this Agreement; and

         (c)      On termination of this Agreement, each party will forthwith
                  return all the other party's intellectual property and
                  Confidential Information which is then in its possession or
                  control, and will remove and/or destroy all digital
                  representations thereof in any form from all electronic
                  storage media in its possession or under its control and
                  provide the other party with a certificate signed by one of
                  its officers certifying this has been done.

32.      TRANSITION PERIOD. During the period beginning on the first day
         following the day that this Agreement or any renewal or extension
         thereto expires or is terminated for any reason whatsoever and
         continuing for a period of [**] thereafter (the "TRANSITION PERIOD"),
         this Agreement will remain in effect as to Rogers Customers activated
         before the end of the Term, and GoAmerica will continue to provide the
         Rogers Service, the Customized Browser and the Server Software and
         Rogers will continue to pay for the Rogers Service; provided, however,
         that Rogers will not have any obligation to pay to GoAmerica the
         "GoAmerica Monthly Access Fee" set out in Section 5 of Schedule 3

<PAGE>   19
                                       19


         during the Transition Period. However, Rogers will not have the right
         to activate any additional Rogers Customers during the Transition
         Period.

33.      DISPUTE RESOLUTION. If any dispute or question (in this Section called
         a "DISPUTE") arises during the term of this Agreement between the
         parties concerning the interpretation of this Agreement or any part
         hereof (other than the interpretation of any of Section 19 or
         Subsections 23(b), (f) and (g), the parties will in good faith attempt
         to resolve such Dispute promptly and in an amicable manner under the
         following informal dispute resolution procedure. If a Dispute arises
         which is not resolved by the operational personnel involved,
         GoAmerica's Director of Carrier Relations and Rogers' Director of
         Product Development or such other senior operations manager of Rogers
         designated by Rogers from time to time to serve in such capacity (in
         this Section collectively called the "DISPUTE RESOLUTION COMMITTEE")
         will be notified. The Dispute Resolution Committee, made up of equal
         representation, will meet within fifteen (15) calendar days of being
         notified of a Dispute. If the Dispute Resolution Committee cannot
         resolve the Dispute within fifteen (15) calendar days after being
         notified of the Dispute, they will notify GoAmerica's Executive
         Vice-President and Rogers' Vice-President of New Product Development
         (in this Section collectively called the "PRESIDENTS"). The Presidents
         will meet as promptly as possible. If the Presidents cannot resolve the
         Dispute within fifteen (15) calendar days after being notified of the
         Dispute, each party may take whatever steps are necessary to protect
         its interests. However, no Dispute (other than a Dispute concerning the
         interpretation of any of Section 19 or Subsections 23(b), (f) and (g)
         will be the subject of litigation or other formal proceeding between
         the parties before being considered by the Dispute Resolution
         Committee, the Executive Managers and the Presidents, as set forth in
         this Section; provided, however, that either party may seek injunctive
         or equitable relief as otherwise provided for in this Agreement without
         complying with the above described procedure.

34.      SURVIVAL. The provisions of Sections 14, 15, 16, 18, 19, 21, 22, 24,
         28, 31, 32, 33, 34, 37, 38 and 43 will survive any termination or
         expiration of this Agreement. For the purposes of the preceding
         sentence, this Agreement will be deemed not to have terminated or
         expired until the last day of the Transition Period, if applicable.

35.      FORCE MAJEURE. Neither party is liable for any delay, interruption or
         failure in the performance of its obligations if caused by acts of God,
         declared or undeclared war, fire, flood, storm, slide, earthquake,
         power failure, inability to obtain equipment, supplies or other
         facilities not caused by a failure to pay, labour disputes, or other
         similar event beyond the control of the party affected which may
         prevent or delay such performance ("FORCE MAJEURE"). In the event that
         a Force Majeure occurs or is likely to occur, the party affected will
         promptly notify the other, giving particulars of the event. The party
         so affected will use reasonable efforts to eliminate or remedy the
         event.

36.      CURRENCY. All reference to currency are to currency of Canada, and all
         payments to be made hereunder will be in Canadian dollars.

37.      NOTICES. Any notice required to be given under this Agreement will be
         duly and properly given if faxed or actually delivered (a) to
         GoAmerica, Attention: J. Korb, Executive Vice

<PAGE>   20
                                       20


         President, at its head office address set out below its signature on
         this Agreement and (b) to Rogers, Attention: Chief Technology Officer,
         at its address set out below its signature on this Agreement, with a
         copy to: Rogers Legal Department or at such other address or addresses
         as the parties from time to time designate by notice in writing to each
         other. Any given notice given pursuant to this Section will be deemed
         to be received on the day of faxing or upon actual delivery.

38.      OTHER PROVISIONS. This Agreement is governed by the laws of the state
         of New York and the parties agree to submit any and all disputes to a
         court of competent jurisdiction in New York. This Agreement contains
         the whole Agreement between the parties and there are no terms,
         conditions or collateral agreements expressed, implied, or statutory,
         other than those expressly set forth in this Agreement. No amendment of
         this Agreement will be binding unless executed in writing by authorized
         signing officers of both parties hereto. No waiver of any of the
         provisions of this Agreement will be deemed to constitute a waiver of
         any other provision nor will such a waiver constitute a continuing
         waiver unless otherwise expressly provided in writing executed by the
         party to be bound. No failure of either party to insist upon strict
         compliance with any obligation or provision hereunder, and no custom or
         practice of the parties at variance with the terms hereof, will
         constitute a waiver of any right to demand exact compliance with the
         terms of this Agreement. Neither party's delay or omission in
         exercising any right, power or remedy upon a breach or default by the
         other party will impair any such right, power or remedy. Neither this
         Agreement nor any rights under it may be assigned, transferred, shared
         or delegated by either party without the prior written consent of the
         other party, such consent not to be unreasonably withheld or delayed.
         Notwithstanding the foregoing, Rogers may assign all of its rights and
         responsibilities under this Agreement to an Affiliate or a party
         acquiring all or substantially all of its assets whether by purchase,
         merger, acquisition or any other means without consent. This Agreement
         may be signed in counterparts including counterparts by fax. If any
         provision of this Agreement is found to be invalid, illegal or
         unenforceable by a court of competent jurisdiction, then such provision
         will be deemed to be severed from this Agreement and the remainder of
         this Agreement will not be affected and will remain in full force to
         the extent permitted by law. In the event that any portion of this
         Agreement will have been so determined to be or become invalid, illegal
         or unenforceable (the "OFFENDING PORTION"), the parties will negotiate
         in good faith such changes to this Agreement as will best preserve for
         the parties the benefits and obligations of such Offending Portion. All
         headings and captions contained in this Agreement are for convenience
         only and do not constitute a part of this Agreement. Whenever required,
         the singular will be deemed to include the plural and vice versa.
         Whenever required, the masculine gender will include the feminine, and
         vice versa. This Agreement is binding upon the successors to and
         permitted assigns of each party.

39.      PUBLICITY. All public notices to third parties and all other publicity
         concerning this Agreement will be jointly planned and co-ordinated by
         GoAmerica and Rogers and no party will act unilaterally in this regard
         without first submitting such publicity to the other party for review
         for a period equal to no less than two (2) Business Days and receiving
         the prior approval of the other party except where required to do so by
         applicable law or by the applicable regulations or policies of any
         governmental authority or any stock

<PAGE>   21
                                       21


         exchange in circumstances where prior consultation with the other party
         is not practicable. Without limiting the generality of the foregoing,
         it is understood and agreed that GoAmerica and Rogers will each be
         entitled to issue a press release or public statement concerning the
         entering into of this Agreement, such press release or public statement
         to be approved by the other, such approval not to be unreasonably
         withheld or delayed.

40.      RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement will
         be construed as creating any agency, partnership or other form of joint
         enterprise between the parties. The relationship between the parties
         will at all times be that of independent contractors. Neither party
         will have the authority to contract for or bind the other in any manner
         whatsoever.

41.      NEGOTIATION OF TERMS RELATING TO RESALE OF THE SERVICE. GoAmerica
         acknowledges that Rogers distributes wireless services through
         resellers and that Rogers may, in its discretion, elect to offer its
         resellers the opportunity to distribute a version of the Service
         (including, without limitation, a customized version of the Service) to
         the reseller's customers. GoAmerica agrees that, at Rogers's request,
         GoAmerica will negotiate in good faith the terms and conditions
         pursuant to which Rogers and GoAmerica will develop, operate and
         distribute such versions of the Service to Rogers's resellers for
         distribution by such resellers to their respective customers, which
         terms and conditions will be at least as favourable as the terms and
         conditions made available by GoAmerica to any third party for the same
         or substantially similar commercial arrangements as those entered into
         between Rogers and GoAmerica in accordance with this Section 41.

42.      SECURITY AUDITS. GoAmerica acknowledges and agrees that certain persons
         with whom Rogers is in discussions and/or negotiations or with whom
         Rogers has entered into an agreement in relation to the Rogers Service
         and/or the Customized Browser may require that certain security
         standards be met by GoAmerica in the provision of the Rogers Service
         and license of the Customized Browser and the Server Software ("ROGERS
         SERVICE PROVIDERS"). GoAmerica and Rogers agree to negotiate in good
         faith a procedure for security audits by Rogers Suppliers and to
         execute a corresponding mutually agreed upon amendment to this
         Agreement by no later than twenty-one (21) calendar days following the
         Effective Date. Such amendment will include, without limitation, the
         parameters surrounding the Rogers Service Providers' right to inspect
         the environment, facilities and security procedures surrounding the
         servers and equipment on which the Server Software is installed or
         which are used in the transmission or receipt of information through
         the Server Software and to perform tests in order to identify potential
         security risks. Such amendment will also include a mutually agreed upon
         level of security which GoAmerica will maintain during the Term as well
         as a procedure for increasing such security level and for determining
         the corresponding fees payable by Rogers, if applicable.

<PAGE>   22
                                       22


43.      USER INFORMATION. GoAmerica may receive or use User Information for the
         purposes contemplated by this Agreement, and if GoAmerica learns or
         obtains any User Information, such User Information will constitute
         Confidential Information and will be subject to Section 19 of this
         Agreement.

GOAMERICA COMMUNICATIONS CORP.

By: /s/ Joseph A. Korb
    ------------------------------------
    (authorized signatory)

    Joseph A. Korb
    ------------------------------------
    (print name)


Company Information:                    GoAmerica Communications Corp.
                                        401 Hackensack Ave
                                        Hackensack NJ 07601
                                        Phone:  (201) 996-1717
                                        Fax:    (201) 996-1772

ROGERS WIRELESS INC.
By: /s/ David Neale
    ------------------------------------
    (authorized signatory)

    David Neale
    ------------------------------------
    (print name)

By: /s/ J.M. Smith
    (authorized signatory)

    J.M. Smith
    ------------------------------------
    (print name)
    Rogers Information:                 1 Mt. Pleasant Rd.
                                        Toronto, ON
                                        M4Y 2Y5
                                        Phone: (416) 935-7349
                                        Fax: (416) 935-7672

<PAGE>   23
                                       23


                         SCHEDULES TO SERVICE AGREEMENT

1)       Technical Contacts

2)       Specifications for Rogers Service

3)       Service Fees

4)       Support and Support Levels

5)       Escrow Agreement

<PAGE>   24
                                       24


                                   SCHEDULE 1
                               TECHNICAL CONTACTS

Pursuant to Section 12 of the Agreement, each party designates the following
persons as the Technical Contacts to act as a liaison for all communications
between Rogers and GoAmerica pertaining to this Agreement.


Rogers Technical Contact:                  GoAmerica Technical Contact:
Ron Field                                  Debbie Kerr
Director of Network Operations             GoAmerica Communications Corp.
                                           401 Hackensack Avenue
                                           Hackensack NJ  07601
                                           Phone:   (201) 996-1717
                                           Fax:     (201) 996-1772
                                           Email:   dkerr@goamerica.net
Date of Designation                        Date of Designation
/s/ David Neale                            /s/ Joseph Korb
Authorized Signatory                       Authorized Signatory


Each party may replace its Technical Contact at any time by notifying the other
party in writing.

<PAGE>   25
                                       25


     Confidential Materials omitted and filed separately with the Securities
              and Exchange Commission. Asterisks denote omissions.

                                   SCHEDULE 2
          SPECIFICATIONS FOR ROGERS SERVICE AND THE CUSTOMIZED BROWSER

The Rogers Service and Customized Browser are provided to Rogers Customers
through Enabled Devices on which the Wireless Browser has been installed (such
as the RIM 950 or RIM 957). The Wireless Browser will interface with the
standard GoAmerica server, commonly known as "GoAmerica's "Go.Web" Services
Gateway", including the Server Software. To effect a connection between Rogers'
network and GoAmerica's server, GoAmerica will procure from a carrier of its
choice an X.25 leased data line between its premises and GoAmerica's point of
interconnection in Hackensack, NJ. GoAmerica will determine the capacity
required based upon traffic usage, in its reasonable judgment. Rogers will
reimburse GoAmerica for [**] per cent ([**]%) of the actual charges (including
[**]) payable by GoAmerica to procure and maintain such leased line connection.]

Customizations

The following customizations will be developed and implemented by
GoAmerica as part of the Rogers Service and/or the Customized Browser:

-        The "GoAmerica" icon [**];

-        The text under the [**]";

-        The pull down menu [**];

-        The Home Deck page header [**];

-        The Rogers Service will be [**];

-        The default error page will be bilingual such that the messages "URL
         down" and "not able to access" will be in both French and English
         (wording to be provided by Rogers);

-        The default setting for [**] and/or [**] rather than [**];

-        The default setting on the [**];

-        the "splash" page which [**] from time to time; and

-        Rogers will provide GoAmerica with information [**] and GoAmerica will
         provide [**] in writing.

-        The Customized Browser will [**].

-        The Customized Browser will [**].

-        [**], will be part of the [**].

<PAGE>   26
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

                                   SCHEDULE 3
                                  SERVICE FEES


PURSUANT TO SECTION 20, THE ROGERS WILL PAY THE FEES SET OUT BELOW ON THE TERMS
AND CONDITIONS CONTAINED IN THIS SCHEDULE 3.

TERMS AND CONDITIONS OF PAYMENT

1.       The fees specified below are net of applicable taxes, which will be
         added to amounts payable by Rogers.

2.       Within [**] days of the end of each calendar month, GoAmerica will
         submit to Rogers, a hard copy invoice for the fees payable under
         Sections 5 and 6 of this Schedule 3 for the Rogers Service and
         Customized Browser during the previous calendar month (the "BILLING
         PERIOD").

3.       Rogers will pay each monthly invoice submitted by GoAmerica in
         accordance with Section 2 of this Schedule 3 within [**] of receipt by
         Rogers thereof unless Rogers disputes the amount set out in the invoice
         in accordance with Section 4 of this Schedule 3.

In the event that Rogers disputes all or any part of an amount invoiced by
GoAmerica:

Rogers will pay all undisputed amounts on such disputed invoice in accordance
with Section 3 of this Schedule 3; and Rogers will submit the dispute relating
to the disputed amounts to dispute resolution in accordance with the provisions
of Section 33 of this Agreement hereof; and

Rogers will have no obligation to pay such disputed amount until such dispute is
resolved or otherwise determined in accordance with Section 33 of this
Agreement.
<PAGE>   27
                                        2


            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

5.       GOAMERICA MONTHLY ACCESS FEE

Subject to Subsection 20(b) and Section 32 of this Agreement, in consideration
of the pre-provisioning by GoAmerica of Rogers Customers on the GoAmerica
gateway and the maintenance by GoAmerica of the GoAmerica gateway, Rogers will
pay to GoAmerica $[**](CDN) payable in arrears on a monthly basis [**] and/or
[**]during the month [**]

6.       GOAMERICA MONTHLY SERVICE FEES (PER ROGERS CUSTOMER) (CANADIAN DOLLARS)

<TABLE>
<CAPTION>
[**]KB         [**]KB - [**]KB  [**]KB TO     [**]KB TO      MORE THAN
                                [**] KB       [**]KB         [**]KB
<S>            <C>              <C>           <C>            <C>
[**]           $[**]            $[**]         $[**]          $[**]
</TABLE>


The Monthly Service Fee will be determined for each Rogers Customer based upon
the amount of that Rogers Customer's data usage (in kilobytes) during the
relevant Billing Period. GoAmerica will submit detailed reports with sufficient
information to confirm amounts owed for each month.

7.       AIR TIME CHARGES

As between GoAmerica and Rogers, Rogers will be responsible for, and will pay
directly to the appropriate carrier, any carrier charges incurred by Rogers
Customers for wireless or landline network usage to access the Rogers Service
and/or Customized Browser, including all wireless carrier charges for usage
while roaming in the United States; provided, however, that Rogers will not be
responsible for, and will have no obligation to pay any carrier, for any carrier
charges incurred by Rogers Customers for wireless or landline network usage to
access the Rogers Service and/or Customized Browser unless such Rogers Customers
have a MAN number which is within the range in respect of which Rogers has
entered into a roaming agreement with the applicable carrier.
<PAGE>   28
                                   SCHEDULE 4

     1.1     INTRODUCTION

     1.1.1   OBJECTIVES

This Schedule  4:

             (a)  defines the Support Services which will be provided by
                  GoAmerica for the Rogers Service, the Customized Browser and
                  the Server Software;

             (b)  establishes the Service Levels with which GoAmerica shall
                  comply in providing Support Services to Rogers as required
                  pursuant to Section 10 of the Agreement;

             (c)  describes the respective roles and responsibilities of Rogers
                  and GoAmerica for Maintenance Services; and

             (d)  describes the process by which the parties will report to the
                  other with respect to the matters described in this Schedule 4
                  and review the performance of GoAmerica under this Schedule 4.

     1.1.2   DEFINITIONS

All capitalized terms not defined in this Schedule 4 shall have the meaning
ascribed thereto in Section 1 of the main terms and conditions of the Agreement.

For the purposes of this Schedule 4, the following terms will have the following
meanings:

             (a)  "ACTION" means the specific tasks to be performed and/or
                  results which must be achieved by the applicable party in
                  response to a Situation or for performing Maintenance
                  Services, as set out in Tables 1.3.3 and 1.4.4, respectively.

             (b)  "AVAILABILITY" means (Total Available Minutes - Total Customer
                  Outage Minutes)/ Total Available Minutes x 100%).

             (c)  "CUSTOMER OUTAGE MINUTES" means, for each occurrence of a
                  Failure or a Degradation in connection with the Rogers
                  Service, the Customized Browser and/or the Server Software
                  (the total number of minutes, rounded to the nearest minute,
                  in such Failure or Degradation) x (the number of Rogers
                  Customers affected by such Failure or Degradation).
<PAGE>   29
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

             (d)   "CRITICAL FAULT" means any Failure in the operation of any
                   Non-Redundant Component which affects [**] or more Rogers
                   Customers within [**] of one Business Day.

             (e)   "DEGRADATION" means any problem which does not constitute a
                   Failure.

             (f)   "DEMARCATION POINT" means the smart jack connection between
                   the GoAmerica Facilities and communication lines connecting
                   the Mobitex Network to the GoAmerica Facilities.

             (g)   "ERROR" means any verifiable and reproducible failure of the
                   Rogers Service, the Customized Browser or the Server Software
                   to conform to or perform in accordance with the
                   Specifications in a material respect. The term "ERROR" shall
                   not include any failure of the Rogers Service to conform to
                   or perform with accordance with the Specifications in a
                   material respect that results from:

             (ii)  Rogers misuse or improper use of the Customized Browser;

             (iii) the unauthorized modification by Rogers of the Customized
                   Browser;

             (iii) the failure or malfunction of any equipment, software or
                   service not provided or operated by GoAmerica, including but
                   not limited to the Enabled Device, the Mobitex Network or
                   communications lines or services connecting the Mobitex
                   Network to the Demarcation Point.

             (h)   "ERROR CORRECTION" means a permanent modification of,
                   addition to or deletion from the Customized Browser, the
                   Server Software or the Rogers Service that causes the Rogers
                   Service, the Customized Browser and/or the Server Software to
                   conform to and perform in accordance with the Specifications
                   in all material respects.

             (i)   "ESCALATION" means the level or levels of management to which
                   a Situation or Maintenance Services, as applicable, shall be
                   escalated in the event that GoAmerica has missed either a
                   Response Time or a Time to Cure deadline by the length of
                   time indicated in the Escalation column for such escalation
                   level. Either party may request Escalation to the next level
                   at any time via verbal request to the indicated Escalation
                   contact.

             (j)   "ESCALATION LEVEL 1" OR "OE1" means, for each of Rogers and
                   GoAmerica, the person identified in Appendix A to Schedule 4
                   as the person to whom matters identified in this Schedule 4
                   to be reported to "ESCALATION LEVEL 1" or "OE1" shall be
                   reported.


                                     - 4 -
<PAGE>   30
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

             (k)   "ESCALATION LEVEL 2" OR "OE2" means, for each of Rogers and
                   GoAmerica, the person identified in Appendix A to Schedule 4
                   as the person to whom matters identified in this Schedule 4
                   to be reported to "ESCALATION LEVEL 2" or "OE2" shall be
                   reported.

             (l)   "ESCALATION LEVEL 3" OR "OE3" means, for each of Rogers and
                   GoAmerica, the person identified in Appendix A to Schedule 4
                   as the person to whom matters identified in this Schedule 4
                   to be reported to "ESCALATION LEVEL 3" or "OE3" shall be
                   reported.

             (m)   "FAILURE" means any Error that renders Rogers unable to
                   provide all or any part of the Rogers Service, the Customized
                   Browser and/or Server Software to the Rogers Customers
                   (including, without limitation, provisioning, billing, and
                   all other components of the Rogers Service, Customized
                   Browser and/or Server Software).

             (n)   "GOAMERICA FACILITIES" means equipment, software and
                   communication facilities that are on GoAmerica's side of the
                   Demarcation Point operated by GoAmerica.

             (o)   "IDENTIFICATION" means the party responsible for identifying
                   the Situation or initiate the Maintenance Services, as
                   applicable, and notifying the person identified in the
                   Notification column of the applicable Table.

             (p)   "MAINTENANCE SERVICES" shall have the meaning ascribed
                   thereto in Section 1.4.4 of this Schedule 4.

             (q)   "MAINTENANCE WINDOW" shall have the meaning ascribed thereto
                   in Section 1.4.1 of this Schedule 4.

             (r)   "MAJOR FAULT" means:

             (i)   any Failure of a component of the GoAmerica Facilities for
                   which there is a back-up component which can be used to
                   continue operation of such component functionality in an
                   uninterrupted and non-degraded manner; or

             (ii)  any Degradation of a Non-Redundant Component, that affects
                   [**]or more Rogers Customers within [**] of 1 Business Day.

             (s)   "MEAN TIME TO CURE PERCENTAGE" means (the total number of
                   times during a Reporting Period in which GoAmerica completed
                   an Action on or prior to the Time to Cure requirement
                   specified for such Action) / (the total number of times
                   during such Reporting Period in which GoAmerica was required
                   to complete an Action) x 100%.


                                     - 5 -
<PAGE>   31
             (t)   "MINOR FAULT" means any Error or other service problem which
                   is not a Critical Fault or a Major Fault.

             (u)   "NON-REDUNDANT COMPONENTS" include any component of the
                   GoAmerica Facilities for which there is no back-up component
                   which can be used to continue operation of such component
                   functionality in an uninterrupted and non-degraded manner.

             (v)   "NOTIFICATION" means the designated contact point for
                   receiving notice from the person identified in the
                   Identification column, and the person responsible for
                   reporting and acting to correct the Situation or perform the
                   Maintenance Services, as applicable, in accordance with this
                   Schedule 4;

             (w)   "PERMITTED SCHEDULED MAINTENANCE" means maintenance provided
                   during a Maintenance Window and in accordance with the
                   requirements of Section 1.4 of this Schedule 4.

             (x)   "REPORT" shall have the meaning ascribed thereto in Section
                   1.5.1 of this Schedule 4.

             (y)   "REPORTING PERIOD" means a calendar month.

             (z)   "RESPONSE TIME" means the time period within which the party
                   who receives notice, as identified in the Notification
                   column, must deliver a response to the party identified in
                   the Identification column confirming receipt of such notice
                   and that it will complete the required Actions.

             (aa)  "SERVICE LEVEL" means (the total time, measured to the
                   nearest minute, during each Reporting Period during which
                   GoAmerica has provided Support Services in accordance with
                   the all of the requirements of this Schedule 4) / (the total
                   number of minutes in such Reporting Period) x 100%.

             (bb)  "SITUATION" means either a Critical Fault, Major Fault or a
                   Minor Fault. The classification of a Situation will be the
                   one as defined in section 1.1.2 of Schedule 4 of this
                   agreement.

             (cc)  "SUBMISSION ACKNOWLEDGMENT TIME AVERAGE" means (the sum of
                   the amount of time elapsed between the time that Rogers
                   notifies GoAmerica of a problem which requires Support
                   Services and the time that GoAmerica acknowledges receipt of
                   such problem, for all such problems relating to Support
                   Services sent to GoAmerica during a Reporting Period) / (the
                   total number of requests for Support Services sent to
                   GoAmerica during such Reporting Period).


                                     - 6 -
<PAGE>   32
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

             (dd)  "TIER I CUSTOMER SUPPORT" means first level customer service
                   to Rogers Customers, including installation, field service,
                   sales, billing, general information, browser configuration,
                   basic troubleshooting and all other customer calls. Tier I
                   Customer Support includes all customer contact via telephone
                   and electronic mail for all issues.

             (ee)  "TIER II TECHNICAL SUPPORT" means second level technical
                   support to the Rogers Customers, including advanced
                   troubleshooting and support of Wireless Browser. Tier II
                   Technical Support includes problems that cannot be resolved
                   immediately on the telephone. Tier II Technical Support is
                   performed through the tools and procedures developed by
                   GoAmerica.

             (ff)  "TIER III GOAMERICA NETWORK SUPPORT" means the third level
                   support to the respective Tier II Technical Support staff to
                   be provided by GoAmerica in accordance with the provisions of
                   this Schedule 4.

             (gg)  "TIME TO CURE" means the amount of time following the date
                   and time on which the party identified in the Notification
                   column of Table 1.3.3 is notified of a problem within which
                   such party is required to complete the Action.

             (hh)  "TOTAL AVAILABLE MINUTES" means ((the total number of
                   minutes, rounded to the nearest minute, in a Reporting
                   Period) (the number of Rogers Customers on the last day of
                   such Reporting Period))

             (ii)  "TOTAL CUSTOMER OUTAGE MINUTES" means the sum of all Customer
                   Outage Minutes in a Reporting Period.

     1.2      PROVISION OF SUPPORT SERVICES

              Rogers and GoAmerica hereby agree that:

             (a)   Rogers shall be solely responsible for providing Tier I
                   Customer Support and Tier II Technical Support;

             (b)   GoAmerica shall provide to Rogers Tier III GoAmerica Network
                   Support. Tier III Network Support shall include, without
                   limitation, the following obligations:

                   (i)     GoAmerica shall provide support in respect of any
                           service problems relating to the following components
                           of the Rogers Service, the Customized Browser and/or
                           the Server Software which affect [**]or more Rogers
                           Customers within [**] of 1 Business Day:

                           1.       connectivity to the Internet via major
                                    interconnects; and

                           2.       the GoAmerica Facilities;


                                     - 7 -
<PAGE>   33
             (ii)  GoAmerica shall provide Rogers with the most current version
                   of the Wireless Browser as soon as such version is made
                   available to any of GoAmerica's customers or to any third
                   party for distribution. GoAmerica shall provide to Rogers all
                   reasonable support and maintenance required to operate the
                   Wireless Browser. During any time when Rogers is unable to
                   use or operate the Wireless Browser, GoAmerica shall provide
                   any services reasonably required by Rogers to enable Rogers
                   to verify the correct configuration of the Rogers Service,
                   the Customized Browser and/or the Server Software.

             (i)   GoAmerica shall provide the Support Services to Rogers
                   primarily via telephone and email. All communication between
                   Rogers and GoAmerica, will reference trouble ticket numbers
                   from Rogers' trouble ticketing system.

             (ii)  GoAmerica shall provide the Support Services via both remote
                   and on-site staff or authorized agents, working at the
                   location of the GoAmerica Facilities or accessing it remotely
                   at the sole expense of GoAmerica.

             (iii) the Support Services shall be delivered by qualified
                   GoAmerica personnel in a professional manner. If Rogers
                   determines that GoAmerica has not performed the Support
                   Services in accordance with the requirements set out in this
                   Schedule 4, then, in addition to all other remedies available
                   to Rogers, GoAmerica shall, at its expense, immediately
                   implement corrective action to remedy such failure to
                   perform.


                                     - 8 -
<PAGE>   34
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

        1.3 TIER III GOAMERICA NETWORK SUPPORT SERVICE LEVEL REQUIREMENTS

1.3.1    HOURS OF THE TIER III GOAMERICA NETWORK SUPPORT SERVICES

GoAmerica shall provide the Support Services in accordance with the terms of
this Schedule 4 seven (7) days a week, twenty-four (24) hour a day, fifty-two
(52) weeks a year, inclusive of all federal, state, provincial, municipal and
other statutory holidays observed in either Canada or the United States.

1.3.2    SERVICE LEVELS

GoAmerica shall be required to meet the Service Level measurements for the
Rogers Service, the Customized Browser and the Server Software set out in the
table immediately below during each and every Reporting Period. The failure of
GoAmerica to meet any one of the Service Level requirements set out below during
any single Reporting Period shall constitute a material breach of a material
term of this Agreement Notwithstanding the foregoing, GoAmerica shall not be
liable for a failure to meet the Service Level requirements set out below to the
extent that any such failure is directly and solely attributable to a failure
within the Rogers Facilities.

<TABLE>
<CAPTION>
                                         Availability
                                         ------------
<S>                                      <C>
              Rogers Service             [**]
</TABLE>

TABLE 1.3.2

1.3.3    SITUATION REPORTING AND ESCALATION PROCESS AND RESPONSE AND REPAIR
         REQUIREMENTS

         For each category of Situation set out in the table below for which the
         Support Services are required, Rogers and GoAmerica agree to the
         following Identification, Notification and Escalation procedures, the
         following Response Times, Escalation times Time to Cure times and Mean
         Time to Cure Percentage requirements and the following Actions. The
         failure of GoAmerica during any three (3) consecutive Reporting Periods
         to meet the Mean Time to Cure percentages as any set out below shall
         constitute a material breach of a material term of this Agreement.


                                     - 9 -
<PAGE>   35
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

<TABLE>
<CAPTION>
                                                                                                                  MEAN TIME
                                                    RESPONSE                                             TIME      TO CURE
  SITUATION     IDENTIFICATION    NOTIFICATION        TIME        ESCALATION          ACTION            TO CURE   PERCENTAGE
  ---------     --------------    ------------        ----        ----------          ------            -------   ----------
<S>             <C>              <C>                <C>           <C>                 <C>               <C>       <C>
Critical Fault  Rogers OE1       GoAmerica OE1        [**]          OE2 after         Restoration        [**]       [**] %
                                                                     [**]OE3 after    of service in
                                                                     [**]OE4 after    accordance
                                                                     [**]             with all
                                                                                      Specifications

Major Fault     Rogers OE1       GoAmerica OE1        [**]          OE2 after         Restoration        [**]       [**] %
                                                                     [**]OE3 after    of service in
                                                                     [**]OE4 after    accordance
                                                                     [**]             with all
                                                                                      Specifications

Minor Fault     Rogers OE1       GoAmerica OE1        [**]          OE2 after         Restoration        [**]       [**] %
                                                                     [**]OE3 after    of service in
                                                                     [**]OE4 after    accordance
                                                                     [**]             with all
                                                                                      Specifications
</TABLE>

     TABLE 1.3.3


     1.4      MAINTENANCE ROLES AND RESPONSIBILITIES

1.4.1    MAINTENANCE WINDOW DEFINITION

GoAmerica agrees that it shall perform any Maintenance Services which may have
an impact on the Rogers Service or on Rogers's business operations only during
the hours of 12:00 Midnight to 4:00 A.M. Eastern Time (the "MAINTENANCE WINDOW")
and only in accordance with the process set out in this Section 1.4.

1.4.2    GOAMERICA MAINTENANCE REQUEST

If GoAmerica wishes to perform Maintenance Services which may have an impact on
the Rogers Service, the Customized Browser, the Server Software or on Rogers's
business operations during any Maintenance Window, GoAmerica shall provide
Rogers with a minimum of [**] prior written notice of its intention to perform
such Maintenance Services. Such notice shall include a callback telephone
number, a start time and estimated time for work completion for all such
Maintenance Services. Rogers reserves the right, in its sole discretion, to
request alternate work plans consistent with its obligations to provide
satisfactory Rogers Service to the Rogers Customers.


                                     - 10 -
<PAGE>   36
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.


         1.4.3    EQUIPMENT SPARES RESPONSIBILITIES

GoAmerica and Rogers agree that they will each be responsible for the
maintenance and deployment of the following equipment spares:

             (a)   GoAmerica shall have sole responsibility for the maintenance
                   and deployment of equipment spares for the GoAmerica
                   Facilities.

             (b)   Rogers shall have sole responsibility for the maintenance and
                   deployment of equipment spares for the Enabled Devices, the
                   Mobitex Network, the Communications lines connecting the
                   Mobitex Network to the Demarcation Point.


             1.4.4. MAINTENANCE SERVICES REPORTING AND ESCALATION PROCESS AND
                    RESPONSE AND REPAIR REQUIREMENTS

For each category of maintenance services set out in the table below (the
"MAINTENANCE SERVICES"), Rogers and GoAmerica agree to the following
Identification, Notification and Escalation procedures, the following Response
Times and Escalation times, and the following ACTIONS. The failure of GoAmerica
to meet any one of the requirements set out below shall constitute a material
breach of a material term of this Agreement.

<TABLE>
<CAPTION>
                                                             RESPONSE
MAINTENANCE SERVICES  IDENTIFICATION     NOTIFICATION        TIME         ESCALATION                       ACTION
--------------------  --------------     ------------        ----         ----------                       ------
<S>                   <C>                <C>                 <C>          <C>                       <C>
GoAmerica             GoAmerica OE1      Rogers OE1          [**]         OE2 @ [**]OE3 @ [**]      Approval of GoAmerica
Maintenance Request                                                       OE4 @ [**]                Maintenance Request.

Rogers Maintenance    Rogers OE1         GoAmerica OE1       [**]         OE2 after[**]             Approval of Rogers
Request                                                                   OE3 after [**]            Maintenance Request.
                                                                          OE4 after [**]

Client Software       GoAmerica OE1      Rogers OE1          [**]         OE3 after [**]            Approval of release date.
Release Request

Implementation        GoAmerica OE1      Rogers OE1          [**]         OE2 after [**]OE3         Approval of technical
Resource Request      (Eng.)                                              after [**]OE4 after       resources for any
                                                                          [**]                      assistance of any
                                                                                                    facilities changes.
</TABLE>

     TABLE 1.4.4


                                     - 11 -
<PAGE>   37
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.



     1.5      REPORTING AND REVIEW

1.5.1    SERVICE LEVEL REPORTING

GoAmerica will provide written reports to Rogers specifying the actual achieved
results in respect of each performance requirement set out in Sections 1.3.2,
1.3.4 and 1.4.4 of this Schedule 4 during each Reporting Period (each, a
"Report"). All performance requirements will be summarized on the basis of each
Reporting Period. Each Report will be delivered by the [**] following the
Reporting Period to which the Report relates. The form and format of the Report
shall be mutually agreed to by the parties.

1.5.2    QUALITY IMPROVEMENT REVIEW PROCESS

GoAmerica and Rogers will jointly review the performance of GoAmerica and the
Rogers Service, the Customized Browser and the Server Software against the
performance requirements set out in this Schedule 4 (including, without
limitation, all Critical Faults, Major Faults, Degradation and new Reports) on a
regular basis with the objective of identifying root causes and recommending
changes to correct:

-        all changes in reported performance levels;

-        all incidences of Critical Faults and Major Faults.

Rogers will set the agenda for all such meetings, which will be scheduled as
follows:

<TABLE>
<CAPTION>
                Frequency of Reviews              Weekly
                --------------------              ------
<S>                                               <C>
                Participants                      As agreed by the parties

                Method of Communicating           Conference call or on site
                                                  meeting as agreed by the
                                                  parties

                Time                              As mutually agreed

                Length                            2 hours
</TABLE>


                                     - 12 -
<PAGE>   38
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

                            APPENDIX I TO SCHEDULE 4
                         Escalation Levels and Contacts

         ESCALATION LEVEL 1 (OE1)

<TABLE>
<CAPTION>
                                          GOAMERICA                                 ROGERS
          Organization Name          Network Operations                    Rogers Network Operations
          -----------------          ------------------                    -------------------------
<S>                                  <C>                                   <C>
  Team Name                          Network Operations                    CTAC
  Primary Contact                    [**]                                  [**]

  Hours of Operation

  Normal                             9-5 P.M. E                            830-1700 EST, (Mon.-Fri.)
  Emergency                          On-Call Schedule                      On-Call Schedule

  Method of Escalation
  Normal                             Email                                 [EMAIL MIGRATING TO REMEDY]
  Emergency                          Pager                                 [PAGER]
  Phone (Voice Mailbox)              [**]                                  [**]
  Email                              [**]                                  [**]
  Email to Pager                     [**]                                  [**]
  Pager                              [**]
  Fax                                                                      [**]
  Emergency Phone                    [**]                                  [**]
  Mailing Address                    55 Broad St.                          1 Mount Pleasant Road
                                     Lower Level                           10th Floor
                                     New York, NY 1004                     Toronto, Ontario
                                                                           Canada
                                                                           M4Y 2Y5
  Manager's Name                     [**]                                  [**]Manager Network Support
                                                                           Group/CTAC
</TABLE>


                                     - 13 -
<PAGE>   39
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

         ESCALATION LEVEL 2 (OE2)

<TABLE>
<CAPTION>
                                           GOAMERICA                                 ROGERS
  Organization Name                 Network Operations                      Rogers Network Operations
  -----------------                 ------------------                      -------------------------
<S>                                 <C>                                     <C>
  Team Name
  Primary Contact                   [**]                                    [**]

  Hours of Operation

  Normal                            M-F, 1000-1800 EST                      M-F, 0900-1700 EST
  Emergency                         Pager                                   Pager

  Method of Escalation
  Normal                            Telephone                               Telephone
  Emergency                         [24 HOUR BEEPER COVERAGE]               Pager
  Phone (Voice Mailbox)             [**]                                    [**]
  Email                             [**]                                    [**]
  Email to Pager                    [**]                                    [**]
  Pager                             [**]                                    [**]
  Fax
  Emergency Phone                                                           [**]
  Mailing Address                                                           1 Mount Pleasant Road
                                                                            10th Floor
                                                                            Toronto, Ontario
                                                                            Canada
                                                                            M4Y 2Y5
  Manager's Name                                                            [**]
</TABLE>


                                     - 14 -
<PAGE>   40
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

         ESCALATION LEVEL 3 (OE3)

<TABLE>
<CAPTION>
                                           GOAMERICA
         Organization Name          Network Operations                      [ROGERS NETWORK OPERATIONS]
         -----------------          ------------------                      ---------------------------
<S>                                 <C>                                     <C>
  Team Name
  Primary Contact                   [**]                                    [**]

  Hours of Operation
  Normal                            1000-1800 EST                           [M-F, 0830-1700 EST]
  Emergency                         Pager                                   [PAGER]

  Method of Escalation
  Normal                            Telephone                               [TELEPHONE]
  Emergency                         24 Hour beeper coverage                 [PAGER]
  Phone (Voice Mailbox)             [**]                                    [**]
  Email                             [**]                                    [**]
  Email to Pager                    [**]
  Pager                             [**]                                    [**]
  Fax                                                                       [**]
  Emergency Phone
  Mailing Address                                                           1 Mount Pleasant Road
                                                                            3rd Floor
                                                                            Toronto, Ontario
                                                                            Canada
                                                                            M4Y 2Y5

  Manager's Name
</TABLE>


                                     - 15 -
<PAGE>   41
            Confidential Materials omitted and filed separately with
                    the Securities and Exchange Commission.
                          Asterisks denote omissions.

         ESCALATION LEVEL 4 (OE4)

<TABLE>
<CAPTION>
                                          GOAMERICA
         Organization Name           Network Operations
         -----------------           ------------------                     --------------------
<S>                                  <C>                                    <C>
  Team Name
  Primary Contact                    [**]

  Hours of Operation
  Normal                             1000-1800 EST                          [M-F, 0900-1800 EST]
  Emergency                          [PAGER]                                [PAGER]

  Method of Escalation
  Normal                             [TELEPHONE]                            [TELEPHONE]
  Emergency                          24 Hour beeper coverage                [PAGER]
  Phone (Voice Mailbox)              [**]
  Email                              [**]
  Email to Pager                     [**]
  Pager                              [**]                                   [**]
  Fax                                                                       [**]
  Emergency Phone
  Mailing Address

  Manager's Name
</TABLE>


                                     - 16 -
<PAGE>   42
                                   SCHEDULE 5
                                ESCROW AGREEMENT

       [TO BE NEGOTIATED AND ATTACHED IN ACCORDANCE WITH SUBSECTION 14(b)]