<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K/A
                                 (Amendment No. 1)
                 (Adding Items 10-13 and amending Item 15 only)

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002
                          ----------------
                                       OR
|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from __________  to  __________

                         Commission File Number 0-29359
                                 GOAMERICA, INC.
               ---------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                 Delaware                                22-3693371
--------------------------------------       -----------------------------------
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
      Incorporation or Organization)

433 Hackensack Avenue, Hackensack, New Jersey          07601
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

Registrant's  telephone  number,  including area code (201) 996-1717
                                                      --------------
Securities registered pursuant to Section 12(b) of the Act:

          Title of each class          Name of Each Exchange on Which Registered
          -------------------          -----------------------------------------
None
-----------------------------          -----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $0.01 par value
--------------------------------------------------------------------------------
                                (Title of Class)


<PAGE>



         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes:            X                No:
            -----------              ----------

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Act).

Yes:                              No:    X
             -----------             ----------

         The  aggregate  market  value  of  the  voting  common  equity  of  the
registrant held by non-affiliates (for this purpose,  persons and entities other
than  executive  officers,  directors,  and  5% or  more  shareholders)  of  the
registrant,  as of the  last  business  day of the  registrant's  most  recently
completed second fiscal quarter (June 30, 2002), was $19,437,507.

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of March 26, 2003:

                           Class                               Number of Shares
                           -----                               ----------------
               Common Stock, $0.01 par value                      54,073,420


<PAGE>



                                EXPLANATORY NOTE
                                ----------------

This Form  10-K/A is being filed for the purpose of  providing  the  information
required  in Part III of the  registrant's  Annual  Report  on Form 10-K for the
fiscal year ended  December  31, 2002 as the  registrant  will not be filing its
definitive  Proxy Statement for its 2003 Annual Meeting of  Stockholders  within
120 days of December 31, 2002.  The registrant has not scheduled its 2003 Annual
Meeting of Stockholders as of the date of this filing.


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                -----------------

                      Item                                                                                     Page
                     -----                                                                                     ----
<S>                   <C>                                                                                       <C>

PART III               10.     Directors and Executive Officers of the Registrant.....................            2
                       11.     Executive Compensation.................................................            5
                       12.     Security Ownership of Certain Beneficial Owners and Management.........           12
                       13.     Certain Relationships and Related Transactions.........................           13

PART IV                15.     Exhibits, Financial Statement Schedules, and Reports on Form 8-K.......           15


SIGNATURES............................................................................................           16

EXHIBIT INDEX.........................................................................................           19


                                       2


</TABLE>

<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.

         We  have  seven  members  on  our  Board  of  Directors.   The  current
composition of our Board of Directors is as follows:
<TABLE>
<CAPTION>

                                                                SERVED AS A              POSITIONS WITH
   NAME                                           AGE         DIRECTOR SINCE             THE COMPANY
   ----                                           ---         --------------             -----------
<S>                                                <C>              <C>                     <C>

   Aaron Dobrinsky......................           39              1996                  Executive Chairman of the
                                                                                         Board

   Joseph Korb..........................           51              1996                  Executive Vice Chairman,
                                                                                         Strategy and Strategic
                                                                                         Alliances

   Daniel Luis..........................           36              2003                  Director and Chief
                                                                                         Executive Officer

   Mark Kristoff........................           41              1998                  Director

   Robi Blumenstein.....................           46              1999                  Director

   King Lee.............................           62              2003                  Director

   Alan Docter..........................           59              1996                  Director

</TABLE>

         Aaron Dobrinsky founded GoAmerica in 1996 and served as our Chairman of
the Board and Chief  Executive  Officer from our inception in 1996 until January
2003, when he was appointed Executive Chairman.  He also served as our President
until November 2000.  Prior to founding the Company,  from February 1996 to July
1996, Mr.  Dobrinsky served as Executive Vice President of Mineral Trading Corp.
Prior to that,  Mr.  Dobrinsky  served in an  executive  capacity at a number of
mining industry companies.

         Joseph Korb joined  GoAmerica in 1997 as Executive  Vice  President and
has been a director  since October 1996. In May 2002,  Mr. Korb was appointed as
our Executive Vice Chairman, Strategy and Strategic Alliances. He also served as
our President  from November 2000 until May 2002.  Prior to joining us, Mr. Korb
served in various capacities, including Vice President of Product Management and
Business Development, at RAM Mobile Data (now Cingular Interactive) from 1992 to
1996.  Mr. Korb  currently  serves as a board  member and Vice  President of the
Portable   Computing  and   Communications   Association,   an  industry   trade
association.


         Mark Kristoff  joined our Board of Directors in June 1998.  Since 1991,
Mr. Kristoff has been President and Chief Operating  Officer of Considar,  Inc.,
an international metals trading company.  Since 1990, Mr. Kristoff also has been
an early-stage  investor in many technology companies and serves on the Board of
Directors of a number of privately held companies.


                                      2

<PAGE>

         Daniel Luis joined our Board of  Directors  in January 2003 at the time
he was  elected  our  Chief  Executive  Officer.  He  previously  served  as our
President and Chief Operating Officer from May 2002 until January 2003. Mr. Luis
is also  President and Chief  Executive  Officer of Wynd  Communications  Corp.,
which became a  wholly-owned  subsidiary  of  GoAmerica  in June 2000.  Mr. Luis
joined Wynd in 1994 and has held his current positions with Wynd since 1998.


         Robi  Blumenstein  joined our Board of  Directors  in June 1999.  Since
October  2002,  Mr.  Blumenstein  has  served as  Managing  Director  of Medical
Research  & Support  Services,  Inc.,  a company  that  supports  research  into
neurodegenerative  diseases.  Mr.  Blumenstein  was a principal  of MMC Capital,
Inc., a private  equity fund,  from February  2000 until  September  2002.  From
January 1994 to February 2000, Mr.  Blumenstein was a Managing  Director of CIBC
Capital  Partners,   the  merchant  banking  arm  of  CIBC  World  Markets.  Mr.
Blumenstein joined CIBC World Markets in 1994.

         King Lee joined our Board of  Directors  in  January  2003.  Mr. Lee is
Managing Partner of Resource Capitalist LLC, an executive management  consulting
firm that packages and invests in early stage technology companies.  Previously,
Mr.  Lee  served  as  interim  CEO/President  of  Quarterdeck   Corporation  and
negotiated the sale of that company to Symantec.  Mr. Lee also was co-founder of
Wynd Communications Corp. and served on its Board of Directors until its sale to
GoAmerica.  Mr. Lee serves on the Boards of  Directors  of a number of privately
held companies.

         Alan Docter  joined our Board of Directors in October 1996 at the time
of his initial  investment  in  GoAmerica.  Since 1990,  Mr.  Docter has been an
early-stage  investor  in  technology  companies,  including  M.A.I.D.  plc (now
BrightStation),  ViaWeb (sold to Yahoo!), Butterfly V.L.S.I. Ltd. (sold to Texas
Instruments) and Invino Corp. (sold to Youth Stream Media Networks).  Mr. Docter
has served as  President of  Continental  Mining and  Metallurgical  Corporation
since 1991 and as  President  of CMMC  Ventures,  Inc.  since 1999.  He has also
served as Vice  Chairman of Considar,  Inc.,  an  international  metals  trading
company,  since 1995. Mr. Docter serves on the Board of Directors of a number of
privately held companies.

         The  terms of  Messrs.  Dobrinsky,  Docter  and Lee will  expire at our
annual  meeting in 2003,  the terms of Messrs.  Korb and Kristoff will expire at
our annual meeting in 2004, and the terms of Messrs.  Blumenstein  and Luis will
expire at our annual meeting in 2005.  None of our current  directors is related
to any other director or to any executive officer of the Company.


                                       3

<PAGE>


                               EXECUTIVE OFFICERS

         The following table  identifies the current  executive  officers of the
Company:
<TABLE>
<CAPTION>


                                                                CAPACITIES IN                       IN CURRENT
NAME                                        AGE                 WHICH SERVING                      POSITION SINCE
----                                        ---                 -------------                      --------------
<S>                                          <C>                    <C>                               <C>

Aaron Dobrinsky......................        39     Executive Chairman of the Board                   1996

Daniel R. Luis.......................        36     Chief Executive Officer                           2003

Joseph Korb .........................        51     Executive Vice Chairman, Strategy and             2002
                                                    Strategic Alliances

Francis J. Elenio (1)................        37     Chief Financial Officer, Treasurer and            1999
                                                    Secretary

Jesse Odom (2).......................        37     Chief Technology Officer                          2000

</TABLE>
-------------

(1)    Francis J. Elenio  joined  GoAmerica in January  1999 as Chief  Financial
       Officer and has also served as our Treasurer and Secretary since December
       1999.  Prior to joining us, Mr. Elenio served as Corporate  Controller of
       Bogen  Communications,  Inc., a provider of sound  systems and  telephone
       peripherals for  commercial,  industrial and  institutional  applications
       from June 1997 to January 1999.  Prior to that, Mr. Elenio served as Vice
       President of Finance and Administration and Corporate  Controller of KTI,
       Inc. from 1991 to 1997. He previously was a Senior  Accountant with Ernst
       & Young LLP and is a Certified Public Accountant in New Jersey.

(2)    Jesse  Odom  joined  GoAmerica  in  1996  as Vice  President  of  Network
       Operations.  He was appointed Chief Technology  Officer in November 2000.
       Prior to joining GoAmerica,  Mr. Odom served as Vice President of Network
       Engineering at American International Ore Corporation from 1991 to 1996.

         None of our  executive  officers  is  related  to any  other  executive
officer or to any director of the Company.  Our  executive  officers are elected
annually by the Board of Directors and usually serve until their  successors are
duly elected and qualified.

SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  requires  our  directors,   officers,  and  stockholders  who
beneficially own more than 10% of any class of our equity securities  registered
pursuant to Section 12 of the Exchange Act, to file initial reports of ownership
and reports of changes in ownership with respect to our equity  securities  with
the Securities and Exchange  Commission.  All reporting  persons are required to
furnish us with copies of all reports that such reporting  persons file with the
SEC pursuant to Section  16(a).  Based on our review of the copies of such forms
received by us or written representations from such reporting persons, each such
reporting person filed all of their respective reports pursuant to Section 16(a)
on a timely basis during 2002.

                                       4

<PAGE>

ITEM 11.   EXECUTIVE COMPENSATION.

SUMMARY OF COMPENSATION IN 2002, 2001 AND 2000

         The  following  Summary   Compensation  Table  sets  forth  information
concerning  compensation for services in all capacities awarded to, earned by or
paid to each person who served as the Company's Chief  Executive  Officer at any
time during 2002,  regardless of  compensation  level,  and each other executive
officer of the Company whose aggregate cash  compensation  exceeded  $100,000 at
the end of 2002  (collectively,  the  "Named  Executives")  for the years  ended
December 31, 2002, 2001 and 2000.

<TABLE>
<CAPTION>

         SUMMARY COMPENSATION TABLE

------------------------------------- ----------- ----------------------------------------- ---------------- ---------------
                                                                                               LONG-TERM
                                                            ANNUAL COMPENSATION               COMPENSATION
                                                                                                AWARDS
                                                  ----------------------------------------- ---------------- ---------------
                                                                              OTHER ANNUAL    SECURITIES       ALL OTHER
                                                                                 COMPEN-      UNDERLYING         COMPEN
   NAME AND PRINCIPAL POSITION          YEAR        SALARY       BONUS(1)       SATION(6)       OPTIONS         -SATION
                                                      ($)           ($)           ($)             (#)             ($)
------------------------------------- ----------- ------------- ------------ -------------- ---------------- ---------------
<S>                                          <C>       <C>          <C>             <C>            <C>            <C>

Aaron Dobrinsky...............           2002        225,000         --              --          306,251         3,900(10)
  Executive Chairman of the Board;       2001        225,000         --(2)           --          236,037(3)      3,333(10)
  former Chief Executive Officer         2000        225,000     187,500             --          160,000         4,244(10)
  (until January 2003)

Joseph Korb...................           2002        225,000         --              --          306,250         3,834(10)
  Executive Vice Chairman, Strategy      2001        225,000      78,679(3)          --               --         4,036(10)
  and Strategic Alliances; former        2000        225,000     187,500             --          160,000         8,388(10)
  President (until May 2002)

Daniel R. Luis................           2002        214,571         --              --          641,251         3,351(10)
  Chief Executive Officer since          2001        174,134         --              --               --            --
  January 2003; former President         2000        130,000     35,000              --           50,000            --
  and Chief Operating Officer (from
  May 2002 to January 2003)

Francis J. Elenio.............           2002        185,296         --              --          250,350         3,513(10)
  Chief Financial Officer,               2001        180,000     10,000(4)           --          120,000(4)         --
  Treasurer and Secretary                2000        150,000    125,000         247,706 (7)       80,000            --

Jesse Odom....................           2002        185,296         --              --          250,350         7,235(10)
  Chief Technology Officer               2001        180,000     40,000(5)      190,625(8)        30,000(5)      5,980(10)
                                         2000        125,000     60,000       4,980,000(9)            --            --


</TABLE>
------------

(1)  Except as  otherwise  indicated,  the bonus  awards were earned in the year
     indicated and were paid in the following year.



                                     5

<PAGE>

(2)  Mr.  Dobrinsky's  2001 fiscal year bonus  consisted  of options to purchase
     236,037  shares of Common Stock having an  above-market  exercise  price of
     $1.89 on the date of grant in 2002.

(3)  Such bonus amount was paid during 2001.

(4)  Mr.  Elenio's 2001 fiscal year bonus  consisted of $10,000 cash and options
     to purchase  120,000  shares of Common  Stock having a fair market value of
     $1.89 per share on the date of grant in 2002.

(5)  Mr. Odom's 2001 fiscal year bonus  consisted of $40,000 cash and options to
     purchase  30,000 shares of Common Stock having a fair market value of $1.89
     per share on the date of grant in 2002.

(6)  The value of certain personal  benefits is not included since the aggregate
     amount of such  compensation did not exceed the lesser of either $50,000 or
     10% of the  total of  annual  salary  and  bonus  reported  for such  Named
     Executives in the table above.

(7)  Represents  the dollar value of the  difference  between the exercise price
     ($0.5625) of  non-qualified  stock options to purchase 27,500 shares of the
     Company's  Common Stock and the amount  received by the executive  upon the
     sale of such shares on the public market ($9.57).

(8)  Represents  the dollar value of the  difference  between the exercise price
     ($1.0625)  of options to purchase  50,000  shares of the  Company's  Common
     Stock and the fair market value ($4.88) of the Common Stock on the exercise
     date.

(9)  Represents  the dollar value of the  difference  between the exercise price
     ($0.4375) of warrants to purchase  320,000  shares of the Company's  Common
     Stock  and the  fair  market  ($16.00)  value  of the  Common  Stock on the
     exercise date.

(10) Represents  the dollar value of  automobile  lease  payments  paid by or on
     behalf of the Company for the benefit of the executive.


                                       6
<PAGE>


OPTION GRANTS IN 2002

         The following table provides  information with respect to stock options
granted to Named Executives during 2002.

<TABLE>
<CAPTION>

----------------------------- --------------------------------------------------------------- ------------------------------
                                                                                               POTENTIAL REALIZABLE VALUE
                                                    INDIVIDUAL GRANTS                          AT ASSUMED ANNUAL RATES OF
                                                                                              STOCK PRICE APPRECIATION FOR
                                                                                                   OPTION TERM ($)(4)
                                               PERCENTAGE
                                                OF TOTAL
                                NUMBER OF        OPTIONS
                                SECURITIES     GRANTED TO
                                UNDERLYING    EMPLOYEES IN
                                 OPTIONS       FISCAL YEAR   EXERCISE OR
            NAME               GRANTED (#)         (1)        BASE PRICE    EXPIRATION DATE        5%             10%
----------------------------- --------------- -------------- ------------ ------------------- -------------- ---------------
<S>                                <C>             <C>             <C>          <C>               <C>           <C>


Aaron Dobrinsky.............    236,037 (3)            4.07      $1.89      April    12, 2012   $281,049       $709,315
                                306,251 (2)            5.28      $0.29      December 16, 2012   $55,952        $141,212



Joseph Korb.................    306,251 (2)            5.28      $0.29      December 16, 2012   $ 55,952       $141,212

Daniel R. Luis..............    135,000                2.33      $1.89      January 17, 2012    $160,745       $405,689
                                200,000                3.45      $0.54      May 29, 2012        $ 68,040       $171,720
                                306,251 (2)            5.28      $0.29      December 16, 2012   $ 55,952       $141,212

Francis J. Elenio...........    120,000 (3)            2.07      $1.89      January  17, 2012   $142,884       $360,612
                                250,350 (2)            4.31      $0.29      December 16, 2012   $ 45,739       $115,436

Jesse Odom..................     30,000 (3)            0.52      $1.89      January  17, 2012   $ 35,721       $ 90,153
                                250,350 (2)            4.31      $0.29      December 16, 2012   $ 45,739       $115,436

</TABLE>

(1)  Based on a total of  5,796,214  shares  subject to  options  granted to our
     employees under our plans during 2002.

(2)  A portion of these options was granted in consideration for a waiver of the
     right to receive 2003 salary compensation.

(3)  Such option grants were disclosed in the 2002 Proxy  Statement filed by the
     Company on April 17, 2002.

(4)  In  accordance  with SEC rules,  these columns show gains that could accrue
     for the respective  options,  assuming that the market price for our common
     stock  appreciates  from the date of grant  over a period of 10 years at an
     annualized  rate of 5% and 10%,  respectively.  If the stock price does not
     increase  above the exercise  price at the time of  exercise,  the realized
     value to the Named Executives from these options will be zero.


                                       7


<PAGE>

     The  following  table  provides certain information as of December 31, 2002
with  respect  to  each  of  our  equity  compensation  plans:

<TABLE>
<CAPTION>

--------------------------- ---------------------------- -------------------------- --------------------------------
                                                                                           NUMBER OF SECURITIES
                                                                                         REMAINING AVAILABLE FOR
                            NUMBER OF SECURITIES TO BE      WEIGHTED-AVERAGE              FUTURE ISSUANCE UNDER
                              ISSUED UPON EXERCISE OF      EXERCISE PRICE OF            EQUITY COMPENSATION PLANS
                               OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,            (EXCLUDING SECURITIES
                                WARRANTS AND RIGHTS       WARRANTS AND RIGHTS            REFLECTED IN COLUMN (A))
      PLAN CATEGORY                     (A)                       (B)                              (C)
--------------------------- ---------------------------- -------------------------- --------------------------------
<S>                                     <C>                       <C>                              <C>

Equity compensation plans
approved by security
holders                               9,224,271                   $ 2.22                        2,543,068

Equity compensation plans
not approved by security
holders                                      --                       --                               --

Total (1)                             9,224,271                    $2.22                        2,543,068

----------------
</TABLE>

(1)  Excludes warrants to purchase 1,396,864 shares at $16.00 per share,  issued
     in connection with strategic  alliances.  No shareholder  vote was required
     with such issuances.

         On August 3, 1999, we adopted the GoAmerica  Communications  Corp. 1999
Stock  Option Plan.  This plan  provided for the granting of options to purchase
shares of common stock.  No further  options will be granted under the GoAmerica
Communications Corp. 1999 Stock Option Plan.

         In December  1999, our Board of Directors  adopted the GoAmerica,  Inc.
1999 Stock Plan (the "Plan") as a successor plan to the GoAmerica Communications
Corp. 1999 Stock Option Plan,  pursuant to which 4,800,000  additional shares of
our  common  stock  have been  reserved  for  issuance  to  selected  employees,
non-employee  directors and consultants.  In May 2001, our shareholders approved
an  increase  in the  maximum  number  of  shares  issuable  under the Plan from
4,800,000 to 10,624,743 shares.

         Under the terms of the Plan, a committee of our Board of Directors  may
grant  options to  purchase  shares of our  common  stock to our  employees  and
consultants  at such  prices as may be  determined  by the  committee.  The Plan
provides  for  award  grants  in  the  form  of  incentive   stock  options  and
non-qualified  stock  options.  Options  granted under the Plan  generally  vest
annually over 4 years and expire after 10 years.



                                       8

<PAGE>


AGGREGATED OPTION EXERCISES IN 2002 AND YEAR-END OPTION VALUES

         The  following  table sets forth  information  concerning  the year-end
number of unexercised options held by each of the Named Executives.  None of the
Named  Executives  exercised  any stock  options  during 2002 or owned any stock
options with an exercise  price below $0.29 , the market price of the  Company's
common stock on December 31, 2002.


                                                   NUMBER OF SECURITIES
                                                        UNDERLYING
                                                       UNEXERCISED
                                                        OPTIONS AT
                                                          FISCAL
                                                         YEAR-END
                                                           (#)
                                                       EXERCISABLE/
                          NAME                        UNEXERCISABLE
                    --------------------------    ----------------------

                    Aaron Dobrinsky...........       460,102/ 322,186

                    Joseph Korb...............       342,084/ 204,167

                    Daniel R. Luis............       462,563/ 508,720

                    Francis J. Elenio.........       435,950/ 226,900

                    Jesse Odom................       368,450/ 181,900




COMPENSATION OF DIRECTORS

         Historically,  non-employee (or "independent") directors serving on our
Board of Directors  received  annual  compensation  of $20,000 either in cash or
Company securities  equivalents.  In addition,  each independent director,  upon
initial  election to the Board of Directors,  received options to purchase up to
64,000  shares of our Common Stock.  Each director who was a stockholder  of the
Company and who served on the Board of Directors as a representative  of another
entity or group of stockholders  prior to the Company's  initial public offering
received options to purchase up to 32,000 shares of our Common Stock. In January
2003,  Messrs.  Blumenstein,  Docter  and  Kristoff  each  received  $15,000  as
compensation  for 2002.  Additionally,  in January 2003,  the Board of Directors
voted to amend the  compensation of the Board of Directors for 2003.  Under such
changes, non-employee directors serving on our Board of Directors will receive a
$5,000 per quarter  retainer  and per meeting  fees of $1,000 for each in person
Board meeting  attended,  and $500 for each telephonic  Board meeting  attended.
Each  committee  member  will  receive  $500 for each  Board  Committee  meeting

                                       9

<PAGE>

attended.  Additionally,  each independent  director shall receive 300,000 stock
options  in 2003 (and upon a new  director's  election  to the Board) and 75,000
annually each subsequent year that each such director  remains on the Board. All
future option grants shall have an exercise price equal to the fair market value
of our Common Stock on the date of grant and  generally  shall vest at a rate of
one-third  per year from the date of grant.  Each director will be reimbursed by
us for his or her  reasonable  expenses  incurred in connection  with his or her
participation in our Board meetings.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

         Mr.  Dobrinsky is a party to an agreement with us,  effective as of May
6, 2002,  under which he now serves as our  Executive  Chairman of the Board and
previously served as our Chairman and Chief Executive Officer at an initial base
salary of $225,000,  subject to annual  adjustment.  On December  16, 2002,  the
Compensation  Committee  approved a decrease in Mr.  Dobrinsky's  base salary to
$200,000  effective  January 20, 2003.  Mr. Korb is a party to an agreement with
us,  effective as of May 6, 2002,  under which he serves as our  Executive  Vice
Chairman,  Strategy  and  Strategic  Alliances  at an  initial  base  salary  of
$225,000,  subject to annual adjustment.  On December 16, 2002, the Compensation
Committee  approved a decrease in Mr.  Korb's base salary to $200,000  effective
January 20, 2003. Mr. Luis is a party to an agreement  with us,  effective as of
May 6,  2002,  under  which he now serves as our Chief  Executive  Officer at an
initial base salary of $225,000,  subject to annual adjustment.  On December 16,
2002, the Compensation Committee approved a decrease in Mr. Luis' base salary to
$200,000  effective January 20, 2003. Mr. Elenio is a party to an agreement with
us,  effective as of May 6, 2002,  under which he serves as our Chief  Financial
Officer, Treasurer and Secretary at an initial base salary of $180,000, adjusted
to $185,400 pursuant to a Compensation  Committee increase  previously  approved
and  subject to further  adjustment.  On December  16,  2002,  the  Compensation
Committee  approved a decrease in Mr. Elenio's base salary to $165,000 effective
January 20, 2003. Mr. Odom is a party to an agreement  with us,  effective as of
May 6, 2002, under which he serves as our Chief Technology Officer at an initial
base  salary of  $180,000,  adjusted  to  $185,400  pursuant  to a  Compensation
Committee increase  previously  approved and subject to further  adjustment.  On
December 16, 2002, the Compensation  Committee approved a decrease in Mr. Odom's
base salary to $165,000  effective January 20, 2003. The Compensation  Committee
may award any or all of the  above  individuals  additional  bonus  payments  or
option grants in its discretion.

         The initial  term of each such  agreement is for three years and renews
for one-year periods thereafter.  In the event Mr. Dobrinsky, Mr. Korb, Mr. Luis
or Mr. Elenio is terminated  without  cause,  resigns for good reason or, in the
case of each of Mr.  Dobrinsky  and Mr. Korb,  is not  reelected to our Board of
Directors, he is entitled to severance in an amount to include all payments that
otherwise  would  have  been  paid to him for a period  of one  year;  provided,
however,  at the end of the one year  period,  he will be  eligible  to  receive
payments for up to an  additional  one year period,  if and only if, he does not
obtain a reasonable  executive or  consulting  position that provides him with a
substantially similar base salary (an "Alternate Income Source"). If Mr. Odom is
terminated  without  cause or resigns for good reason,  he is entitled to salary
and  benefits  for a period  of six  months  from the date of such  termination,
provided,  however, that at the end of the six month period, he will be eligible
to receive payments for up to an additional six month period, if and only if, he


                                       10

<PAGE>

does not  obtain  another  Alternate  Income  Source.  In the  event  any of the
foregoing   employees  dies  or  is  terminated  for   disability,   he  or  his
representative  will be  entitled  to  continued  payments  of base salary for a
period of one year plus,  in the case of  termination  for  disability,  certain
other benefits.  Each of Mr. Dobrinsky and Mr. Korb will also receive up to $800
per  month in  automobile  allowances  and  will be  reimbursed  for  additional
automobile  expenses  incurred in connection with their duties.  Each of Messrs.
Elenio,  Luis and Odom will  also  receive  up to $500 per  month in  automobile
allowances and will be reimbursed for additional automobile expenses incurred in
connection with their duties. In addition, each of Mr. Dobrinsky and Mr. Korb is
eligible to be a beneficiary of a term life  insurance  policy in his respective
name,  in the face  amount  of up to $1.0  million,  for  which we would pay the
premiums.  Each  employment  agreement  also contains  certain  non-competition,
non-solicitation,  invention assignment and confidentiality  provisions and also
requires that we maintain standard  directors and officers  insurance of no less
than $10.0 million.

         We require all  employees to sign an  agreement  pursuant to which they
agree to maintain the confidentiality of our proprietary information,  to assign
any  inventions to us, and to agree not to solicit our  customers,  suppliers or
employees away from us.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation  Committee  currently consists of Messrs.  Blumenstein
and Docter. During 2002, the Committee consisted of Messrs. Blumenstein,  Docter
and Brian Bailey from January 1 to December 18, when Mr.  Bailey  resigned  from
the Company's Board of Directors.  None of these  individuals are or were at any
time officers or employees of the Company.  No executive  officer of the Company
has  served as a  director  or member of the  Compensation  Committee  (or other
committee  serving an  equivalent  purpose)  of any other  entity,  one of whose
executive officers served as a director or member of the Compensation  Committee
of the Company.

         No interlocking  relationship  exists between our Board of Directors or
Compensation  Committee and the board of directors or compensation  committee of
any other company.


                                       11


<PAGE>

ITEM 12.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

COMMON STOCK

         The  following  table sets forth certain  information,  as of March 26,
2003, with respect to holdings of the Company's  Common Stock by (i) each person
known by the  Company to  beneficially  own more than 5% of the total  number of
shares of Common Stock outstanding as of such date, based on currently available
Schedules 13D and 13G filed with the SEC,  (ii) each of the Company's  directors
and Named  Executives,  and (iii) all directors and officers as a group.  Unless
otherwise  indicated,  the  address  for the  individuals  below  is that of the
Company: GoAmerica, Inc., 433 Hackensack Avenue, Hackensack, New Jersey 07601.

<TABLE>
<CAPTION>

                                                             AMOUNT AND NATURE OF BENEFICIAL         PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER                                   OWNERSHIP(1)                  OF CLASS(2)
------------------------------------                                   ---------                     --------
<S>             <C>                                                         <C>                        <C>

(i) Certain Beneficial Owners:
Aaron Dobrinsky........................................                  7,623,750 (3)                14.0%
Joseph Korb............................................                  3,079,460 (4)                 5.7%
(ii)   Directors and Named Executives who are not set
       forth above:
Robi Blumenstein.......................................                    117,834 (5)                  *
Alan Docter............................................                    817,728 (6)                  1.5%
Francis J. Elenio......................................                    436,450 (7)                  *
Mark Kristoff..........................................                    482,284 (8)                  *
King Lee...............................................                     49,755 (9)                  *
Daniel R. Luis.........................................                    465,563 (10)                 *
Jesse Odom.............................................                    368,450 (11)                 *
(iii)    All directors and officers as a
         group (9 persons).............................                 13,441,274 (12)               23.6%

</TABLE>

---------------
*      Less than one percent.

(1)    Except  as set  forth in the  footnotes  to this  table  and  subject  to
       applicable  community  property  law, the persons named in the table have
       sole  voting and  investment  power with  respect to all shares of Common
       Stock shown as beneficially owned by such stockholder.

(2)    Applicable percentage of ownership is based on an aggregate of 54,073,420
       shares of Common  Stock  outstanding  on March  26,  2003,  plus any then
       exercisable  stock  options  held by each such  holder,  and  options and
       warrants  which will become  exercisable  by such  holder  within 60 days
       after March 26, 2003.

(3)    Includes  460,102  shares of Common Stock  underlying  options  which are
       exercisable  as of  March  26,  2003 or 60 days  after  such  date.  Also
       includes  400  shares  held  for the  benefit  of Mr.  Dobrinsky's  minor
       children.  Mr. Dobrinsky has voting and dispositive power with respect to
       such shares.  Also  includes  20,000  shares of Common  Stock  underlying
       options  held by  Cindy  Dobrinsky,  Mr.  Dobrinsky's  wife  and a former
       employee of the Company, which are exercisable as of March 26, 2003 or 60
       days after such date.  Excludes 322,186 shares of Common Stock underlying
       options  which  become  exercisable  over time  after  such  period.  Mr.
       Dobrinsky expressly disclaims  beneficial ownership of all shares subject
       to options held by Cindy Dobrinsky.

(4)    Includes  342,084  shares of Common Stock  underlying  options  which are
       exercisable  as of  March  26,  2003 or 60 days  after  such  date.  Also
       includes 1,234,076 shares held by Korb Business  Holdings,  L.P. Mr. Korb
       has voting and dispositive  power with respect to the shares held by Korb
       Business   Holdings,   L.P.  Excludes  204,167  shares  of  Common  Stock
       underlying options which become exercisable over time after such period.

                                       12
<PAGE>

(5)    Includes  113,334  shares of Common Stock  underlying  options  which are
       exercisable  as of March 26,  2003 or 60 days after  such date.  Excludes
       70,666 shares of Common Stock underlying options which become exercisable
       over time after such period.

(6)    Includes  92,000  shares of Common  Stock  underlying  options  which are
       exercisable  as of  March  26,  2003 or 60 days  after  such  date.  Also
       includes  329,136  shares of Common Stock  underlying  warrants which are
       immediately   exercisable.   Excludes   60,000  shares  of  Common  Stock
       underlying options which become exercisable over time after such period.

(7)    Includes  435,950  shares of Common Stock  underlying  options  which are
       exercisable  as of  March  26,  2003 or 60 days  after  such  date.  Also
       includes an aggregate of 500 shares of Common Stock held by Mr.  Elenio's
       minor  children.  Mr.  Elenio has voting and  dispositive  power over the
       shares  held by his minor  children.  Excludes  226,900  shares of Common
       Stock  underlying  options which become  exercisable over time after such
       period.

(8)    Includes  92,000  shares of Common  Stock  underlying  options  which are
       exercisable  as of  March  26,  2003 or 60 days  after  such  date.  Also
       includes  71,924  shares of Common Stock  underlying  warrants  which are
       immediately   exercisable.   Excludes   60,000  shares  of  Common  Stock
       underlying options which become exercisable over time after such date.

(9)    Includes  46,755  shares  held  by the Lee  Living  Trust.  Mr.  Lee is a
       co-trustee, but not a beneficiary, of the Lee Living Trust. Also includes
       3,000 shares of Common Stock  underlying  warrants which are  immediately
       exercisable  held by the Lee  Living  Trust.  Excludes  90,666  shares of
       Common Stock underlying  options which become exercisable over time after
       such period.

(10)   Includes  462,563  shares of Common Stock  underlying  options  which are
       exercisable  as of March 26,  2003 or 60 days after  such date.  Excludes
       508,720   shares  of  Common  Stock   underlying   options  which  become
       exercisable over time after such period.

(11)   Includes  368,450  shares of Common Stock  underlying  options  which are
       exercisable  as of March 26,  2003 or 60 days after  such date.  Excludes
       181,900   shares  of  Common  Stock   underlying   options  which  become
       exercisable over time after such period.

(12)   Includes  2,386,483 shares of Common Stock  underlying options which are
       exercisable as of March 26, 2003 or 60 days after such date.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
         -----------------------------------------------

         There have been no transactions  involving any of Messrs.  Blumenstein,
Docter,  Kristoff or Lee, or former  directors Brian Bailey and Adam Dell, to be
disclosed  since  January  1, 2002  under the  heading  "Compensation  Committee
Interlocks and Insider Participation" or otherwise.

         Aaron  Dobrinsky,  our  Executive  Chairman,  was  granted  options  to
purchase  306,251  shares of our Common Stock at an exercise  price of $0.29 per
share on December 16, 2002. 102,084 of such options are immediately exercisable.
The remaining  204,167  options vest at a rate of one-fourth per year on each of
the first, second, third and fourth anniversaries of the date of grant.

         Joseph  Korb,  our  Executive  Vice  Chairman,  was granted  options to
purchase  306,250  shares of our Common Stock at an exercise  price of $0.29 per
share on December 16, 2002. 102,083 of such options are immediately exercisable.
The remaining  204,167  options vest at a rate of one-fourth per year on each of
the first, second, third and fourth anniversaries of the date of grant.

                                       13
<PAGE>


         Daniel  Luis,  our Chief  Executive  Officer,  was  granted  options to
purchase  306,251  shares of our Common Stock at an exercise  price of $0.29 per
share on December 16, 2002. 102,084 of such options are immediately exercisable.
The remaining  204,167  options vest at a rate of one-fourth per year on each of
the first, second, third and fourth anniversaries of the date of grant.

         Frank Elenio, our Chief Financial Officer, Treasurer and Secretary, was
granted  options to purchase  250,350  shares of our Common Stock at an exercise
price of $0.29 per share on  December  16,  2002.  83,450  of such  options  are
immediately  exercisable.  The  remaining  166,900  options  vest  at a rate  of
one-fourth per year on each of the first, second, third and fourth anniversaries
of the date of grant.

         Jesse  Odom,  our Chief  Technology  Officer,  was  granted  options to
purchase  250,350  shares of our Common Stock at an exercise  price of $0.29 per
share on December 16, 2002. 83,450 of such options are immediately  exercisable.
The remaining  166,900  options vest at a rate of one-fourth per year on each of
the first, second, third and fourth anniversaries of the date of grant.




                                       14

<PAGE>

                                    PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


(a) (3) Exhibits.

        Reference is made to the Exhibit Index on Page 19.







                                       15

<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the
Registrant's  Annual  Report  on Form  10-K to be  signed  on its  behalf by the
undersigned, thereunto duly authorized this 29th day of April, 2003.

                                 GOAMERICA, INC.


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

                                              /s/ Francis J. Elenio
                                            ------------------------------
                                            Francis J. Elenio,
                                            Chief Financial Officer





                                       16

<PAGE>


                           CERTIFICATIONS PURSUANT TO
                               SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Daniel R. Luis, certify that:

1. I have reviewed  this annual  report on Form 10-K, as amended,  of GoAmerica,
Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c)  presented  in  this  annual  report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant  changes in internal  controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent  evaluation,  including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: April 29, 2003


/s/ Daniel R. Luis
------------------------
Daniel R. Luis
Chief Executive Officer

                                       17
<PAGE>


I, Francis J. Elenio, certify that:

1. I have reviewed  this annual  report on Form 10-K, as amended,  of GoAmerica,
Inc.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c)  presented  in  this  annual  report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board of  directors  (or persons  performing  the  equivalent
functions):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether there were significant  changes in internal  controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent  evaluation,  including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: April 29, 2003


/s/ Francis J. Elenio
-----------------------------
Francis J. Elenio
Chief Financial Officer
(Principal financial officer)

                                       18
<PAGE>


                                 EXHIBIT INDEX++
                                   ITEM 15(c)


EXHIBIT NO.                            DESCRIPTION OF EXHIBIT
-----------                            ----------------------

(2)                 PLAN OF ACQUISITION

2.1                 Merger  Agreement  and Plan of  Reorganization,  dated as of
                    June 13,  2000,  by and  among  GoAmerica,  Inc.,  GoAmerica
                    Acquisition I Corp., Wynd Communications Corporation and, as
                    to  certain  sections,  the  existing  shareholders  of Wynd
                    Communications  Corporation  (Incorporated  by  reference to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and Exchange  Commission on July 13, 2000) (File
                    No. 000-29359)

2.2                 Agreement  and Plan of  Merger,  dated as of August 11,
                    2000, by and among GoAmerica, Inc., GoAmerica Acquisition II
                    Corp. and Hotpaper.com.  Inc.  (Incorporated by reference to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and Exchange  Commission  on September 15, 2000)
                    (File No. 000-29359)

2.3                 Asset  Purchase  Agreement,  dated as of  October  31, 2000,
                    by  and  among  GoAmerica,  Inc.,  GoAmerica  Communications
                    Corp., Flash Creative Management,  Inc. and the shareholders
                    of Flash Creative Management, Inc. listed on Annex I thereto
                    (Incorporated by reference to GoAmerica's  Current Report on
                    Form 8-K filed with the Securities  and Exchange  Commission
                    on November 21, 2000) (File No. 000-29359)

2.4                 Merger  Agreement  and Plan of  Reorganization,  dated as of
                    November 13, 2001, by and among GoAmerica,  Inc.,  GoAmerica
                    Acquisition  III Corp.,  OutBack  Resource  Group,  Inc. and
                    certain shareholders  thereof  (Incorporated by reference to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on November 21, 2000)
                    (File No. 000-29359)


(3)                 ARTICLES OF INCORPORATION AND BY-LAWS

3.1                 Amended and Restated Certificate of Incorporation,  as filed
                    with the  Secretary of State of the State of Delaware on May
                    8, 2000 (Incorporated by reference to GoAmerica's  Quarterly
                    Report on Form 10-Q filed with the  Securities  and Exchange
                    Commission on August 7, 2000) (File No. 000-29359)

3.2                 By-laws (Incorporated  by reference to GoAmerica's
                    Registration  Statement on Form S-1 [which became  effective
                    on April 6, 2000]). (File No. 333-94801)


                                       19
<PAGE>

EXHIBIT NO.                            DESCRIPTION OF EXHIBIT
-----------                            ----------------------

(4)                 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
                    INCLUDING INDENTURES

4.1                 Warrant to Purchase  Common Stock of GoAmerica,  Inc.
                    issued to Research In Motion  Limited by GoAmerica,  Inc. on
                    August 31, 2000  (Incorporated  by reference to  GoAmerica's
                    Annual  Report on Form 10-K  filed with the  Securities  and
                    Exchange Commission on April 2, 2001) (File No. 000-29359)

4.2                 Warrant  to  Purchase  Common  Stock of  GoAmerica,  Inc.
                    issued to Dell Ventures, L.P. by GoAmerica, Inc. on November
                    14, 2000  (Incorporated  by reference to GoAmerica's  Annual
                    Report on Form 10-K filed with the  Securities  and Exchange
                    Commission on April 2, 2001) (File No. 000-29359)

4.3                 Warrant to  Purchase  Common  Stock of  GoAmerica,  Inc.
                    issued to Sony  Electronics,  Inc.  by  GoAmerica,  Inc.  on
                    January 1, 2001  (Incorporated  by reference to  GoAmerica's
                    Annual  Report on Form 10-K  filed with the  Securities  and
                    Exchange Commission on April 2, 2001) (File No. 000-29359)

4.4                 Form of Warrant to Purchase Common Stock of GoAmerica,  Inc.
                    issued to former  shareholders  of OutBack  Resource  Group,
                    Inc. on November  13, 2001  (Incorporated  by  reference  to
                    GoAmerica's  Quarterly  Report on Form 10-Q  filed  with the
                    Securities  and  Exchange  Commission  on November 14, 2001)
                    (File No. 000-29359)

(10)                MATERIAL CONTRACTS

10.1                Form of Invention  Assignment  and  Non-Disclosure Agreement
                    by and between GoAmerica and its employees  (Incorporated by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

10.2                Form of  Indemnification Agreement by and between GoAmerica
                    and   each  of  its   directors   and   executive   officers
                    (Incorporated  by  reference  to  GoAmerica's   Registration
                    Statement  on Form S-1 [which  became  effective on April 6,
                    2000]) (File No. 333-94801)

10.3=               Value Added Reseller  Agreement by and between GoAmerica and
                    BellSouth  Wireless  Data L.P.  (now  Cingular  Interactive,
                    L.P.),  dated August 31, 1999  (Incorporated by reference to
                    GoAmerica's Registration Statement on Form S-1 [which became
                    effective on April 6, 2000]) (File No.
                    333-94801)
                                       20

<PAGE>


EXHIBIT NO.                            DESCRIPTION OF EXHIBIT
-----------                            ----------------------

10.4=               Amendment  No. 1, dated  March 9, 2000,  to the Value  Added
                    Reseller  Agreement by and between  GoAmerica  and BellSouth
                    Wireless Data L.P. (Incorporated by reference to GoAmerica's
                    Annual  Report on Form 10-K  filed with the  Securities  and
                    Exchange Commission on April 2, 2001) (File No. 000-29359)

10.5=               Amendment  No. 2, dated March 21, 2000,  to the Value Added
                    Reseller  Agreement by and between  GoAmerica  and BellSouth
                    Wireless Data L.P. (now Cingular  Interactive,  L.P.), dated
                    August 31, 1999  (Incorporated  by reference to  GoAmerica's
                    Annual  Report on Form 10-K  filed with the  Securities  and
                    Exchange Commission on April 2, 2001) (File No. 000-29359)

10.6=               Reseller  Agreement  for  Messaging  Services by and between
                    GoAmerica  and ARDIS  Company  (now  Motient  Communications
                    Inc.),  dated August 25, 1999  (Incorporated by reference to
                    GoAmerica's Registration Statement on Form S-1 [which became
                    effective on April 6, 2000]) (File No.
                    333-94801)

10.7*               Amended and Restated  Employment  Agreement by and between
                    GoAmerica,  Inc. and Daniel R. Luis, dated as of May 6, 2002
                    (Incorporated  by reference to GoAmerica's  Quarterly Report
                    on  Form  10-Q  filed  with  the   Securities  and  Exchange
                    Commission on August 2, 2002) (File No. 000-29359)

10.8*               Employment  Agreement  by and  between  GoAmerica  and Aaron
                    Dobrinsky,   dated  as  of  May  6,  2002  (Incorporated  by
                    reference to GoAmerica's Quarterly Report on Form 10-Q filed
                    with the  Securities  and Exchange  Commission  on August 2,
                    2002) (File No. 000-29359)

10.9*               Employment  Agreement by and between  GoAmerica and Aaron
                    Dobrinsky,  dated as of December 31, 1999  (Incorporated  by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

10.10*              Employment  Agreement  by and  between  GoAmerica  and
                    Joseph  Korb,  dated  as of May  6,  2002  (Incorporated  by
                    reference to GoAmerica's Quarterly Report on Form 10-Q filed
                    with the  Securities  and Exchange  Commission  on August 2,
                    2002) (File No. 000-29359)

10.11*              Employment  Agreement by and between  GoAmerica and Joseph
                    Korb,  dated  as  of  December  31,  1999  (Incorporated  by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

                                       21
<PAGE>


EXHIBIT NO.                            DESCRIPTION OF EXHIBIT
-----------                            ----------------------

10.12*              Employment  Agreement by and between  GoAmerica  and Francis
                    Elenio,  dated as of May 6, 2002  (Incorporated by reference
                    to GoAmerica's  Quarterly Report on Form 10-Q filed with the
                    Securities and Exchange  Commission on August 2, 2002) (File
                    No. 000-29359)

10.13*              Employment  Agreement by and between  GoAmerica  and Francis
                    Elenio,  dated as of  December  31,  1999  (Incorporated  by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

10.14*              Employment  Agreement  by and  between  GoAmerica  and Jesse
                    Odom, dated as of May 6, 2002  (Incorporated by reference to
                    GoAmerica's  Quarterly  Report on Form 10-Q  filed  with the
                    Securities and Exchange  Commission on August 2, 2002) (File
                    No. 000-29359)

10.15*              Employment  Agreement by and between  GoAmerica  and Jesse
                    Odom,  dated  as  of  December  31,  1999  (Incorporated  by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

10.16*              GoAmerica   Communications   Corp.  1999  Stock  Option
                    Plan (Incorporated by reference to GoAmerica's  Registration
                    Statement  on Form S-1 [which  became  effective on April 6,
                    2000]) (File No. 333-94801)

10.17*              GoAmerica,  Inc.  1999  Stock Plan  (Incorporated  by
                    reference to GoAmerica's  Registration Statement on Form S-1
                    [which  became  effective  on  April  6,  2000])  (File  No.
                    333-94801)

10.18*              GoAmerica,  Inc. Employee Stock Purchase Plan  (Incorporated
                    by reference to GoAmerica's  Registration  Statement on Form
                    S-1 [which became effective on April 6, 2000]) (File No.
                    333-94801)

10.19               Lease  Agreement,  dated August 7, 1996, by and between
                    GoAmerica  and  Continental   Investors,   L.P,  as  amended
                    (Incorporated  by  reference  to  GoAmerica's   Registration
                    Statement  on Form S-1 [which  became  effective on April 6,
                    2000]) (File No. 333-94801)


                                       22


<PAGE>


EXHIBIT NO.                            DESCRIPTION OF EXHIBIT
-----------                            ----------------------

10.20               Third  Amendment,  dated December 1, 1999, to the Lease
                    Agreement   by  and  between   GoAmerica   and   Continental
                    Investors,  L.P.,  dated  August  7, 1996  (Incorporated  by
                    reference to  GoAmerica's  Annual  Report on Form 10-K filed
                    with the  Securities  and  Exchange  Commission  on April 2,
                    2001) (File No. 000-29359)

10.21               Fifth  Amendment,  dated August 22,  2000,  to the August 7,
                    1996  Lease   Agreement   by  and  between   GoAmerica   and
                    Continental Investors, L.P., and entered into by and between
                    GoAmerica  and  Stellar   Continental   LLC,  the  successor
                    landlord  (Incorporated  by reference to GoAmerica's  Annual
                    Report on Form 10-K filed with the  Securities  and Exchange
                    Commission on April 2, 2001) (File No. 000-29359)

10.22               Facilities  Maintenance  Agreement by and between  GoAmerica
                    and Data  General,  a  division  of EMC  Corporation,  dated
                    December 13, 1999  (Incorporated by reference to GoAmerica's
                    Registration  Statement on Form S-1 [which became  effective
                    on April 6, 2000]) (File No. 333-94801)

10.23               Amendment,  dated  March 14,  2001,  to the  Facilities
                    Maintenance  Agreement  by and  between  GoAmerica  and Data
                    General,  a division of EMC  Corporation,  December 13, 1999
                    (Incorporated  by reference to GoAmerica's  Annual Report on
                    Form 10-K filed with the Securities and Exchange  Commission
                    on April 2, 2001) (File No. 000-29359)

10.23               Registration  Rights  Agreement,  dated October 15, 1996, by
                    and between GoAmerica Communications Corp. and the Investors
                    set forth therein  (Incorporated by reference to GoAmerica's
                    Registration  Statement on Form S-1 [which became  effective
                    on April 6, 2000]) (File No.
                    333-94801)

10.24               Strategic  Alliance Marketing  Agreement by and between
                    GoAmerica,  Inc. and Research in Motion Limited,  dated July
                    1, 2000  (Incorporated  by reference to  GoAmerica's  Annual
                    Report on Form 10-K filed with the  Securities  and Exchange
                    Commission on April 2, 2001) (File No. 000-29359)

10.25=              Acquisition  Agreement,  dated  as of  September  25,  2002,
                    between  EarthLink,  Inc.,  GoAmerica,  Inc.  and  GoAmerica
                    Communications   Corp.   (Incorporated   by   reference   to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on October 10,  2002)
                    (File No. 000-29359)

10.26=              Sales  Agent  Agreement,  dated as of  September  25,  2002,
                    between  EarthLink,  Inc.,  GoAmerica,  Inc.  and  GoAmerica
                    Communications   Corp.   (Incorporated   by   reference   to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on October 10,  2002)
                    (File No. 000-29359)

                                       23
<PAGE>


EXHIBIT NO.                            DESCRIPTION OF EXHIBIT
-----------                            ----------------------

10.27=              Technology Development Agreement,  dated as of September 25,
                    2002, between EarthLink, Inc., GoAmerica, Inc. and GoAmerica
                    Communications   Corp.   (Incorporated   by   reference   to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on October 10,  2002)
                    (File No. 000-29359)

10.28=              License  Agreement,  dated as of September 25, 2002, between
                    EarthLink,    Inc.,    GoAmerica,    Inc.   and    GoAmerica
                    Communications   Corp.   (Incorporated   by   reference   to
                    GoAmerica's  Current  Report  on Form  8-K  filed  with  the
                    Securities  and  Exchange  Commission  on October 10,  2002)
                    (File No.
                    000-29359)

10.29               Employment  Agreement by and between  GoAmerica and David
                    Blumenthal,  dated as of November 1, 2000  (Incorporated  by
                    reference to  GoAmerica's  Annual  Report on Form 10-K filed
                    with the  Securities  and  Exchange  Commission  on April 2,
                    2001) (File No. 000-29359)

10.30               Employment  Agreement by and between  GoAmerica  and Yair
                    Alan Griver,  dated as of November 1, 2000  (Incorporated by
                    reference to  GoAmerica's  Annual  Report on Form 10-K filed
                    with the  Securities  and  Exchange  Commission  on April 2,
                    2001) (File No. 000-29359)

10.31=              Service Provider  Agreement by and between  GoAmerica,  Inc.
                    and  Research  In  Motion  Limited,  effective  May 1,  2000
                    (Incorporated  by reference to GoAmerica's  Quarterly Report
                    on  Form-10-Q   filed  with  the   Securities  and  Exchange
                    Commission on May 11, 2001) (File No. 000-29359)

10.32=              Amendment to the Service Provider  Agreement,  effective May
                    1, 2000,  by and between  GoAmerica,  Inc.  and  Research In
                    Motion  Limited,  dated  August 31,  2000  (Incorporated  by
                    reference to GoAmerica's Quarterly Report on Form-10-Q filed
                    with the Securities and Exchange Commission on May 11, 2001)
                    (File No. 000-29359)

10.33=              Termination Agreement and Mutual Releases,  dated October 9,
                    2001,  by and between  GoAmerica,  Telecordia  Technologies,
                    Inc.,  Geoworks  Corporation  and  others  (Incorporated  by
                    reference to GoAmerica's Quarterly Report on Form 10-Q filed
                    with the Securities and Exchange  Commission on November 14,
                    2001) (File No. 000-29359)

                                       24
<PAGE>



EXHIBIT NO.                            DESCRIPTION OF EXHIBIT
-----------                            ----------------------

(21)                SUBSIDIARIES OF GOAMERICA, INC.

21.1                List of subsidiaries of GoAmerica,  Inc.  (Incorporated by
                    reference to  GoAmerica's  Annual  Report on Form 10-K filed
                    with the  Securities  and  Exchange  Commission  on April 9,
                    2003) (File No. 000-29359) (filed herewith)

(23)                CONSENTS OF EXPERTS AND COUNSEL

23.1                Consent of  WithumSmith+Brown  P.C.  (Incorporated  by
                    reference to  GoAmerica's  Annual  Report on Form 10-K filed
                    with the  Securities  and  Exchange  Commission  on April 9,
                    2003) (File No. 000-29359)

23.2                Consent of Ernst & Young LLP.  (Incorporated by reference to
                    GoAmerica's  Annual  Report  on Form  10-K  filed  with  the
                    Securities  and Exchange  Commission on April 9, 2003) (File
                    No. 000-29359)

(99)                ADDITIONAL EXHIBITS

99.1                Risk Factors  (Incorporated by reference to GoAmerica's
                    Annual  Report on Form 10-K  filed with the  Securities  and
                    Exchange Commission on April 9, 2003) (File No. 000-29359)

99.2                Certification pursuant to 18 U.S.C. Section 1350 (filed
                    herewith)

99.3                Certification pursuant to 18 U.S.C. Section 1350 (filed
                    herewith)


       = Confidential  treatment has been  requested and granted  (subject to
         applicable  renewals)  for a  portion  of  this  Exhibit.  Confidential
         materials  have been omitted and filed  separately  with the Securities
         and Exchange Commission.

       * Management  contract or  compensatory  plan  required to be filed as an
         exhibit to this form pursuant to Item 15(c).

       ++Certain  schedules and exhibits to the  documents  listed in this index
         are not being filed herewith or have not been previously  filed because
         we believe that the information contained therein is not material. Upon
         request  therefore,  we agree to furnish  supplementally  a copy of any
         schedule or exhibit to the Securities and Exchange Commission.



                                       25

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