EMPLOYMENT AGREEMENT

         THIS AGREEMENT  made  effective as of the 10th day of March,  2004 (the
"Effective Date") by and between  GoAmerica,  Inc., a Delaware  corporation with
its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey
07601 (the "Company"), and Donald Barnhart (the "Employee").

                                   WITNESSETH:

         WHEREAS,  the Company desires to secure the continued employment of the
Employee in accordance with the provisions of this Agreement; and

         WHEREAS,  the  Employee  desires  and is  willing  to accept  continued
employment with the Company in accordance herewith; and

         WHEREAS,  the Company and the Employee  previously executed a retention
letter agreement dated September 12, 2003 (the "Retention Agreement"); and

         WHEREAS,  the Company and the  Employee  desire the  Employee to take a
more active role in the financial and day to day operations of the Company.
         NOW THEREFORE,  in  consideration  of the premises and mutual covenants
contained herein,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

1. Term.  The Company  hereby  agrees to employ the  Employee  and the  Employee
hereby agrees to serve the Company  pursuant to the terms and conditions of this
Agreement as Vice  President,  Chief  Financial  Officer,  or in such  alternate
position which the Company shall  determine in its discretion with a title of no
less than  "Vice  President"  in an area of the  Employee's  competency,  for an
initial  term  commencing  as of 1:00 p.m.  on the  Effective  Date  hereof  and
expiring on the second anniversary  thereof (the "Initial Term"),  unless sooner
terminated in accordance with the terms hereof. On the expiration of the Initial
Term and on each yearly anniversary  thereof,  the Agreement shall automatically
renew for an  additional  one-year  period (the "Renewal  Term"),  unless sooner
terminated in accordance with the provisions of Section 5 or unless either party
notifies  the  other  party in  writing  of its  intentions  not to  renew  this
Agreement  not less  than  sixty  (60)  days  prior to such  expiration  date or


<PAGE>


anniversary,  as the case may be.  Notwithstanding  anything to the  contrary in
this Agreement,  if either party elects prior to September 12, 2004 to terminate
the Employee's  employment  other than for cause,  the notice period shall be no
less than ninety (90) days prior to termination.

2. Positions and Duties.  The Employee's  duties  hereunder shall be those which
shall be  prescribed  from time to time by the Board of Directors of the Company
(the "Board of  Directors")  in accordance  with the bylaws of the Company.  The
Employee  will  hold,  such  other  executive  offices  in the  Company  and its
subsidiaries  to which he may be elected,  appointed or assigned by the Board of
Directors  from  time to time  and  will  discharge  such  executive  duties  in
connection  therewith.  The Employee shall devote his full working time,  energy
and skill  (reasonable  absences for  vacations  and illness  excepted),  to the
business  of the  Company  as is  necessary  in order  to  perform  such  duties
faithfully,  competently and diligently; provided, however, that notwithstanding
any  provision in this  Agreement  to the  contrary,  the Employee  shall not be
precluded  from  devoting  reasonable  periods of time required for serving as a
member of boards of companies which have been approved by the Board of Directors
or  participating  in non-business  organizations so long as such memberships or
activities  do not  interfere  with the  performance  of the  Employee's  duties
hereunder.

3. Compensation.  During the term of this Agreement, the Employee shall receive,
for all services rendered to the Company hereunder,  the following  (hereinafter
referred  to as  "Compensation"):

      (a) Base Salary. For the term hereof, the Employee shall be paid an annual
base salary  equal to  $165,000.  The  Employee's  annual  base salary  shall be
payable in equal  installments in accordance  with the Company's  general salary
payment policies but no less frequently than monthly.  Such base salary shall be
reviewed,  and any increases in the amount thereof shall be  determined,  by the
Board of Directors or its compensation committee (the "Compensation  Committee")
at the end of each calendar year of employment during the term hereof. Such base
salary may be decreased if done in  conjunction  with similar pro rata decreases
in base salary for other executives within the Company.


                                       2
<PAGE>


      (b) Bonuses.  The Employee shall be eligible for and may receive  bonuses.
The amount of such bonuses, if any, shall be solely within the discretion of the
Board of Directors or the Compensation  Committee.

      (c) Incentive Compensation. The Employee shall be eligible for awards from
the Company's  incentive  compensation  plans,  including without limitation any
stock option plans,  applicable to high level executive  officers of the Company
or to key employees of the Company or its subsidiaries, in the discretion of the
Board of Directors or the Compensation Committee thereof.

      (d)  Automobile  Allowance.  The Company  shall  provide to the Employee a
fixed  automobile  allowance of five hundred  dollars  ($500.00) per month to be
used by Employee for automobile financing payments,  insurance and related taxes
during the term of this Agreement. In addition,  automobile expenses incurred in
connection with the performance of the Employee's  duties hereunder with respect
to tolls,  gasoline and automobile  maintenance  are the  responsibility  of the
Company and shall be paid by the Company.

      (e)  Benefits.  The  Employee  and his  "dependents",  as that term may be
defined under the applicable benefit plan(s) of the Company,  shall be included,
to the extent eligible thereunder,  in any and all plans,  programs and policies
which provide benefits for employees and their dependents.  Such plans, programs
and policies may include health care insurance, long-term disability plans, life
insurance,  supplemental  disability  insurance,  supplemental  life  insurance,
holidays  and  other  similar  or  comparable  benefits  made  available  to the
Company's employees.

      (f) Expenses. Subject to and in accordance with the Company's policies and
procedures,  the Employee hereby is authorized to incur,  and, upon presentation
of  itemized  accounts,  shall be  reimbursed  by the Company  for,  any and all
reasonable and necessary  business-related expenses, which expenses are incurred
by the Employee on behalf of the Company or any of its subsidiaries.


                                       3
<PAGE>


4.  Absences.  The Employee  shall be entitled to vacations of no less than four
(4) weeks per calendar year,  absences  because of illness or other  incapacity,
and such other  absences,  whether for holiday,  personal time, or for any other
purpose,  as set forth in the Company's  employment manual or current procedures
and policies, as the case may be, as same may be amended from time-to-time.

5. Termination.  In addition to the events of termination and expiration of this
Agreement provided for in Section 1 hereof, the Employee's  employment hereunder
may be  terminated  only as  follows:

      (a) Without Cause.  Except as provided  otherwise herein,  the Company may
terminate the Employee's  employment hereunder without cause only upon action by
the Board of  Directors,  and upon no less than sixty  (60) days  prior  written
notice to the Employee.  Except as provided  otherwise herein,  the Employee may
terminate  employment  hereunder without cause upon no less than sixty (60) days
prior written notice to the Company.

      (b) For Cause,  by the Company.  The Company may terminate the  Employee's
employment  hereunder  for  cause  immediately  and with  prompt  notice  to the
Employee,  which cause shall be  determined in good faith solely by the Board of
Directors.  "Cause" for  termination  shall include,  but is not limited to, the
following conduct of the Employee:

            (i)  Material  breach  of any  provision  of this  Agreement  by the
Employee,  which breach  shall not have been cured by the Employee  within sixty
(60) days of receipt of written notice of said breach;

            (ii)  Misconduct  as an employee of the Company,  including  but not
limited to: misappropriating any funds or property of the Company; attempting to
willfully  obtain any personal profit from any transaction in which the Employee
has an interest  which is adverse to the interests of the Company;  or any other
act or omission which substantially impairs the Company's ability to conduct its
ordinary business in its usual manner;

            (iii) Unreasonable neglect or refusal to perform the duties assigned
to the Employee under or pursuant to this Agreement;

                                       4

<PAGE>


            (iv) Conviction of a felony (including pleading guilty or no contest
to a felony or lesser charge which results from plea bargaining); or

            (v) Any other act or omission  which  subjects the Company or any of
its subsidiaries to substantial public disrespect, scandal or ridicule.

      (c) For Good Reason by Employee. Prior to September 12, 2004, the Employee
may terminate employment hereunder for good reason upon ninety (90) days notice.
From  September  12, 2004 through the Term of this  Agreement,  the Employee may
terminate  employment  hereunder  for good  reason  immediately  and with prompt
notice to the Company.  "Good  Reason" for  termination  by the  Employee  shall
include the following conduct of the Company:


            (i)  Material  breach  of any  provision  of this  Agreement  by the
Company, which breach shall not have been cured by the Company within sixty (60)
days of  receipt  of  written  notice of said  breach  (changes  in base  salary
pursuant to section 3(a) hereof shall not constitute Good Reason);


            (ii)  Failure to maintain  the  Employee in a position  commensurate
with that referred to in Section 1 of this Agreement; provided however, that the
Employee may be removed as Chief Financial Officer,  provided further,  that the
Employee  shall be  maintained  in a position with a title of no less than "Vice
President" in an area of the Employee's competency; or


            (iii) A requirement  that the Employee  perform his duties hereunder
(other than (A) business travel  consistent with that required of employees with
similar positions at other companies similar in size and stage of development to
the Company,  and (B) activities  required in connection with the sale or merger
of the Company,  provided  that such  activities  are not required for more than
three  consecutive  months)  at a  location  outside  of a 50 mile  radius  from
Hackensack, New Jersey.


      (d) The  period of  active  employment  of the  Employee  hereunder  shall
terminate automatically in the event of his death.

      (e) Disability.  In the event that the Employee shall be unable to perform
duties hereunder for a period of one hundred eighty (180)  consecutive  calendar
days or one hundred eighty (180) work days within any 360  consecutive  calendar


                                       5
<PAGE>


days, by reason of disability as a result of illness, accident or other physical
or mental  incapacity  or  disability,  the Company may, in its  discretion,  by
giving  written  notice to the  Employee,  terminate the  Employee's  employment
hereunder as long as the  Employee is still  disabled on the  effective  date of
such termination.  (f) Mutual Agreement. This Agreement may be terminated at any
time by mutual agreement of the Employee and the Company.

6.  Compensation in the Event of  Termination.  In the event that the Employee's
employment pursuant to this Agreement terminates prior to the end of the term of
this Agreement for a reason provided in Section 5 hereof,  the Company shall pay
the Employee compensation as set forth below:

      (a) By Employee for Good Reason;  By Company  Without Cause.  In the event
that the Employee's  employment hereunder is terminated by the Employee for good
reason pursuant to Section 5(c) hereof; or by the Company without cause pursuant
to Section 5(a) hereof, then:

            (i) if  terminated  prior to September  12, 2004,  the Company shall
continue  to  pay  to  the  Employee  his  annual  base  salary  and  all  other
compensation  and  benefits  provided  for in  Section  3 hereof  (except  those
benefits  which the Company may not  properly  provide,  pursuant to  applicable
Company  benefit  plan,  policy or law) for a period of three months in the same
manner as before  termination in exchange for reasonable  transition duties that
shall decrease  regularly during such three month period; and

            (ii) if terminated  after  September 12, 2004, the Company shall pay
the Employee that amount of severance  provided to executive  officers under the
Company's severance policy in effect at the time of termination.

            (iii)  Notwithstanding  the terms of any stock  option  agreement to
which the Employee is a party to the contrary,  (A) the Employee  shall continue
to vest in stock options for the period equal to pay periods  correlative to the


                                       6
<PAGE>



payments  provided in subsection  5(i) or 5(ii) above,  as applicable,  as if he
remained an employee of the  Company,  and (B) the  Employee  may  exercise  any
vested  options  at any  time  prior  to  the  ninety  first  (91st)  day  after
termination.  Notwithstanding  the  foregoing,  if the Employee is so terminated
prior to September  12,  2004,  the Company  shall  immediately  accelerate  the
vesting of all of the  Employee's  unvested  stock  options and the Employee may
exercise all of stock  options at any time prior to the two hundred  forty first
(241st) day after termination;

            (iv) all other  compensation and benefits  provided for in Section 3
of this  Agreement  shall  cease upon  final  payment  of all  severance  or its
equivalent due the Employee hereunder; and


            (v) the  payments,  rights and  entitlements  described  in Sections
6(a)(i)  hereof,  if any,  shall only be made if the  Employee  shall first have
executed and  delivered to the Company its standard  release with respect to his
employment hereunder and the termination of such employment.

      (b) By Company Upon  Termination  of Agreement Due to Employee's  Death or
Disability.  In the  event  of the  Employee's  death  or if the  Company  shall
terminate the Employee's employment hereunder for disability pursuant to Section
5(e) hereof then:

            (i) the  Company  shall  continue  to pay the  base  salary  payable
hereunder  at the then current  rate for one (1) year after the  termination  of
employment to the Employee or his personal representative, as applicable;

            (ii) in the event of a termination  pursuant to Section 5(e) hereof,
if eligible, Employee shall be entitled to benefits under any salaried long-term
disability plan of the Company covering the Employee then in effect; and

            (iii) all other  compensation and benefits provided for in Section 3
of this Agreement shall cease upon such termination.

      (c) By Company For Cause or By Employee Without Good Reason.  In the event
that:

                                       7
<PAGE>

            (i) the Company shall terminate the Employee's  employment hereunder
for cause pursuant to Section 5(b) hereof;  or (ii) the Employee shall terminate
employment  hereunder  without  "good reason" as defined in Section 5(c) hereof,
then the Employee's rights hereunder shall cease as of the effective date of the
termination, including, without limitation, the right to receive the Base Salary
and all other  compensation or benefits  provided for in this Agreement,  except
that the Company shall pay the Employee salary and other  Compensation which may
have been  earned and is due and  payable  but which has not been paid as of the
date of termination.

7. Effect of  Termination.  In the event of expiration or early  termination  of
this  Agreement as provided  herein,  neither the Company nor the Employee shall
have any remaining duties or obligations  hereunder except that:

      (d) The Company shall:

            (i) pay the Employee's accrued salary and any other accrued benefits
under Section 3 hereof;

            (ii)  reimburse  the  Employee  for  expenses  already  incurred  in
accordance with Section 3(e) hereof;

            (iii) to the extent  required by law, pay or  otherwise  provide for
any benefits,  payments or continuation or conversion  rights in accordance with
the  provisions  of  any  benefit  plan  of  which  the  Employee  or any of his
dependents is or was a participant;

            (iv) pay the  Employee or his  beneficiaries  any  compensation  due
pursuant to Section 6 hereof;

            (v) if applicable, abide by the terms of Section 6(a)(i) hereof; and

(e) The Employee shall remain bound by the terms of Section 8 hereof and Exhibit
A attached hereto, and, if applicable, the terms of Section 6(a)(i) hereof.

8. Restrictive  Covenant.  (a) The Employee  acknowledges and agrees that he has
access  to  secret  and   confidential   information  of  the  Company  and  its
subsidiaries and that the following restrictive covenant is necessary to protect
the  interests  and  continued  success  of the  Company.  Except  as  otherwise


                                       8
<PAGE>


expressly  consented to in writing by the Company,  until the termination of the
Employee's employment (for any reason and whether such employment was under this
Agreement or otherwise) and  thereafter for twelve (12) months (the  "Restricted
Period"), the Employee shall not, directly or indirectly, acting as an employee,
owner,  shareholder,   partner,  joint  venturer,   officer,   director,  agent,
salesperson,  consultant,  advisor,  investor or principal of any corporation or
other business entity:

                  (i)  request  or  otherwise  attempt  to induce or  influence,
directly  or  indirectly,  any  present  customer or  supplier,  or  prospective
customer  or  supplier,  of the  Company,  or other  persons  sharing a business
relationship with the Company, to cancel,  limit or postpone their business with
the  Company,   or  otherwise  take  action  which  might  be  to  the  material
disadvantage of the Company; or

                  hire or solicit for  employment,  directly or  indirectly,  or
induce or  actively  attempt to  influence,  any  employee of the Company or any
Affiliate, as such term is defined in the Securities Act of 1933, as amended, to
terminate  his  or her  employment  or  discontinue  such  person's  consultant,
contractor or other business association with the Company.

                  If the Employee violates any of the restrictions  contained in
Section 8(a) above,  the Restrictive  Period shall be increased by the period of
time from the  commencement  of any such violation until the time such violation
shall be cured by the  Employee  to the  satisfaction  of the  Company,  and the
Company may withhold any and all  payments,  except  salary,  otherwise  due and
owing to the Employee under this Agreement.

(b) In the event that the  Restrictive  Period set forth in Section 8(a) of this
Agreement is deemed to be unreasonably restrictive in any court proceeding,  the
court may reduce such Restrictive  Period to the extent that it deems reasonable
under the circumstances.

(c) The Employee, as a condition of his continued  employment,  acknowledges and
agrees that he has reviewed  and signed and will  continue to be bound by all of
the provisions  set forth in Exhibit A attached  hereto,  which is  incorporated
herein by  reference  and made a part hereof as though  fully set forth  herein,
during the term of this Agreement, and any time hereafter.


                                       9
<PAGE>


(d) The  Employee  acknowledges  and  agrees  that in the  event of a breach  or
threatened  breach of the  provisions  of this Section 8 by Employee the Company
may suffer irreparable harm and therefore, the Company shall be entitled, to the
extent  permissible by law,  immediately to cease to pay or provide the Employee
any compensation being, or to be, paid or provided to him pursuant to Sections 3
or 6  of  this  Agreement,  and  also  to  obtain  immediate  injunctive  relief
restraining  the  Employee  from conduct in breach or  threatened  breach of the
covenants  contained  in this  Section 8.  Nothing  herein shall be construed as
prohibiting  the Company from  pursuing any other  remedies  available to it for
such breach or  threatened  breach,  including  the recovery of damages from the
Employee.

9.  Directors  and  Officers  Liability  Insurance.  During  the  term  of  this
Agreement,  the Company shall maintain standard directors and officers liability
insurance in a face amount of no less than $10,000,000.

10. No  Conflicts.  The Employee has  represented  and hereby  represents to the
Company that the  execution,  delivery and  performance  by the Employee of this
Agreement  do not  conflict  with or result  in a  violation  or  breach  of, or
constitute (with or without notice or lapse of time or both) a default under any
contract,  agreement or  understanding,  whether  oral or written,  to which the
Employee  is a party or of which  the  Employee  is or  should be aware and that
there are no restrictions,  covenants, agreements or limitations on his right or
ability to enter into and  perform  the terms of this  Agreement,  and agrees to
save  the  Company  harmless  from any  liability,  cost or  expense,  including
attorney's fees, based upon or arising out of any such restrictions,  covenants,
agreements, or limitations that may be found to exist.

11. Waiver. The waiver by a party hereto of any breach by the other party hereto
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by a party hereto.

12. Assignment. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Company, and the Company shall be obligated to
require any  successor  to  expressly  assume its  obligations  hereunder.  This


                                       10
<PAGE>


Agreement  shall inure to the benefit of and be  enforceable  by the Employee or
his  legal  representatives,   executors,  administrators,   successors,  heirs,
distributees,  devisees  and  legatees.  The  Employee may not assign any of his
duties,  responsibilities,  obligations or positions hereunder to any person and
any such purported assignment by him shall be void and of no force and effect.

13. Notices.  Any notices required or permitted to be given under this Agreement
shall be sufficient if in writing,  and if personally  delivered or when sent by
first class  certified or  registered  mail,  postage  prepaid,  return  receipt
requested--in  the case of the Employee,  to his residence  address as set forth
below, and in the case of the Company,  to the address of its principal place of
business as set forth below, in care of the Board of Directors--or to such other
person or at such other  address  with respect to each party as such party shall
notify the other in writing.

14. Construction of Agreement.

      (a) Governing Law. This Agreement  shall be governed by and its provisions
construed and enforced in accordance  with the internal laws of the State of New
Jersey without reference to its principles regarding conflicts of law.

      (b)  Severability.  In the event that any one or more of the provisions of
this  Agreement  shall be held to be  invalid,  illegal  or  unenforceable,  the
validity,  legality or enforceability  of the remaining  provisions shall not in
any way be affected or impaired thereby.

      (c) Headings.  The descriptive  headings of the several paragraphs of this
Agreement  are  inserted  for  convenience  of  reference  only  and  shall  not
constitute a part of this Agreement.

15. Entire  Agreement.  This Agreement and Exhibit A hereto and certain portions
of the Retention Agreement until September 12, 2004 contain the entire agreement
of  the  parties   concerning  the  Employee's   employment  and  all  promises,
representations,  understandings,  arrangements  and  prior  agreements  on such
subject  are  merged  herein  and  superseded  hereby.  The  provisions  of this
Agreement may not be amended, modified, repealed, waived, extended or discharged
except by an agreement in writing  signed by the party against whom  enforcement
of any  amendment,  modification,  repeal,  waiver,  extension  or  discharge is


                                       11
<PAGE>


sought.  No person  acting other than  pursuant to a resolution  of the Board of
Directors  shall  have  authority  on behalf of the  Company  to agree to amend,
modify,  repeal,  waive,  extend or discharge any provision of this Agreement or
anything in  reference  thereto or to exercise  any of the  Company's  rights to
terminate or to fail to extend this Agreement.


         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed and attested by its duly authorized officers,  and the Employee has set
his hand,  all as of the day and year first above  written.  ATTEST:  GoAmerica,
Inc.

<TABLE>
<CAPTION>
<S>                                            <C>
/s/ Wayne D. Smith                             By: /s/ Daniel R. Luis
-----------------------------                      -------------------------------
Wayne D. Smith                                      Daniel R. Luis
Vice President, General Counsel and Secretary       Chief Executive Officer

                                               Address: 433 Hackensack Avenue
                                                        Hackensack, New Jersey  07601

WITNESS:                                       EMPLOYEE

/s/ Rocco Cundari                              /s/  Donald G. Barnhart
------------------------------------           ------------------------------------
                                               Donald G. Barnhart

                                               Address: 433 Hackensack Avenue
                                                        Hackensack, New Jersey  07601
</TABLE>



                                       12