Exhibit 10.3

                         VALUE ADDED RESELLER AGREEMENT
                                       FOR
                         CINGULAR INTERACTIVE SERVICE1

THIS VALUE ADDED RESELLER  AGREEMENT is made and entered into as of the 30th day
of December,  2003,  ("Effective Date") by and between Cingular Interactive L.P.
("Cingular")  having an address at 10 Woodbridge  Center Drive,  Woodbridge  New
Jersey  07095,  and  GoAmerica,  Inc.,  ("GoAmerica")  and  Wynd  Communications
Corporation ("Wynd";  together with GoAmerica, the "Reseller") having an address
at 433 Hackensack  Avenue,  Hackensack,  NJ 07601. Each of GoAmerica,  Wynd, and
Cingular may be referred to herein individually as a "Party" and collectively as
the "Parties".

BACKGROUND

A - Cingular  provides  certain  two-way  wireless  Mobitex data  communications
services  using radio base stations and  switching  facilities  implemented  and
operated by Cingular in the Territory, from time to time;

B - Reseller desires to resell and distribute the Cingular  Services (as defined
below) and  Cingular  desires to  authorize  Reseller  to resell,  the  Cingular
Services on the terms and conditions set forth herein.

For  these  reasons  and  in  consideration  of the  mutual  covenants  in  this
Agreement, Cingular and Reseller agree as follows.

      1. DEFINITIONS

      The words set forth in this Section 1, when appearing with initial capital
      letters, shall have the meaning set forth for each in this Section.

            1.0 Accessories - Cradles,  cables and other related  equipment made
            available from time to time by Cingular for use in conjunction  with
            the Handheld.

            1.1  Activate  or  Activation  - shall  mean  the  establishment  by
            Cingular of an initial  authorization  to, and the maintenance of an
            ongoing  authorization  for,  Subscriber  Handheld to connect to the
            Cingular  Facilities.  Each Subscriber  shall be assigned a MAN with
            respect to each  Subscriber  Handheld  authorized  to connect to the
            Cingular Services.

            1.2  Affiliate  - A company  in which  Reseller  owns at least a 51%
            controlling  interest in the  outstanding  stock or other equity and
            which has signed an agreement  agreeing to be bound by the terms and
            conditions of this Agreement to be performed on Reseller's part.

----------
1     [*]  connotes  material  that has been  omitted  pursuant to a request for
      confidential treatment. Such omitted material has been filed separately on
      a  confidential  basis with the Office of the Secretary of the  Securities
      and Exchange Commission.


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<PAGE>

            1.3 Agreement - This Value Added Reseller Agreement.

            1.4  Cingular  Facilities  - The  radio  base  stations,  computers,
            gateways  and  switching  facilities  implemented  and  operated  by
            Cingular  from time to time to provide  the  Cingular  Services.  At
            Cingular's  sole option,  such Cingular  Facilities  maybe expanded,
            reduced, modified, or replaced during the term hereof.

            1.5 Charges - The Charges provided for in Section 6 and Schedule A.

            1.6  Cingular  -  Cingular  Interactive  L. P., a  Delaware  Limited
            Partnership.

            1.7 Cingular Service(s) - The services set forth in Schedule A.

            1.8  Confidential  Information  -  Information  of a  party  to this
            Agreement  which is provided or disclosed to the other and is marked
            as  confidential  or  proprietary.  If the  information is initially
            disclosed  orally then (1) it must be designated as  confidential or
            proprietary  at the time of the  initial  disclosure  and (2) within
            twenty (20) days after  disclosure,  the information must be reduced
            to writing and marked as confidential or proprietary. No information
            of the disclosing party will be considered Confidential  Information
            to the extent the information: i) is publicly known through no fault
            of the  recipient  either before or after  disclosure;  or ii) is in
            possession of the recipient  without  obligation of confidence prior
            to the  disclosure,  or  thereafter  is  independently  developed by
            recipient's employees or consultants;  iii) is received from a third
            party without an obligation of confidence to the third party; or iv)
            is  independently  developed by a party. The parties agree that this
            Agreement and all the terms and conditions set forth herein shall be
            "Confidential Information".

            1.9 Handheld - A wireless handheld  messaging device,  including the
            cradle  and cable if  ordered  (or  applicable)  and  including  any
            software  or firmware  resident on the device,  approved by Cingular
            for use with the Cingular Services.

            1.10  Initial  Service  Date - The date on which a  Subscription  is
            first activated on the Cingular Facilities for the Cingular Service.

            1.11 MAN's - Mobitex Authorization Numbers.

            1.12  Marks  - trade  names,  corporate  logos,  service  marks  and
            trademarks of each Party.

            1.13 Products- collectively the Handheld and the Accessories.

            1.14  Reseller  Order or Order - An order for  Cingular  Services or
            Products  issued  by  Reseller  in a  form  mutually  agreed  by the
            parties. This Agreement supersedes any terms or conditions contained
            in any other forms or orders  submitted by Reseller with or in place
            of the Reseller Order.

            1.15  Reseller  Service(s) - The services  listed in Schedule A that
            are,  sold,  licensed or otherwise  distributed by Reseller that are
            not part of this


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            Agreement and where such Reseller  Services are used in  conjunction
            with the Cingular Facilities.

            1.16 [*]

            1.17  Subscriber  - A customer  of  Reseller  to which  Reseller  is
            reselling or otherwise  providing the Cingular  Services  under this
            Agreement.

            1.18   Subscription  -  A  Handheld  or  other  radio  modem  device
            registered  and  Activated  on the  network  and to  which  Cingular
            Service is provided.

            1.19 Term - The period of time,  including any extension thereof, as
            provided in Section 10.

            1.20  Territory - shall mean the area served by  Cingular's  Mobitex
            base  stations  that  are  placed  at  Cingular's   sole  discretion
            throughout the United States and Puerto Rico.

2. SOLICITATION OF SUBSCRIBERS.

2.1  Subscribers  and  Solicitation.  Through  out the  Term  of this  Agreement
Reseller shall diligently  solicit  Subscribers to the Cingular  Services in the
Territory.  The Subscribers shall be the customers of Reseller and not customers
of Cingular.  Reseller  shall be solely  responsible  for all risks and expenses
incurred in  connection  with its action in the sale and service of the Cingular
Services,  the Reseller Services or any other acts required of Reseller pursuant
to this  Agreement.  Reseller  shall receive all payments from  Subscribers  and
shall be responsible for all credit verification, deposits, billing, collection,
complaints,  rebilling and bad debt recovery  with respect to  Subscribers,  for
Cingular Service ordered by Reseller.  Reseller shall pay all Charges regardless
of whether  Subscribers  have made  payment to  Reseller.  This  Agreement  only
authorizes the Reseller to resell the Cingular  Services as part of the Reseller
Services,  and Reseller  may not resell the  Cingular  Services as a separate or
standalone product or service.

2.2 Reseller  Staff.  Reseller,  at its own cost and expense,  shall maintain an
adequate  staff to market the  Reseller  Services  and to support  and train the
Subscribers with respect to the Reseller Services.

3. THE CINGULAR SERVICES

3.1 Cingular  Service.  Cingular  shall,  as soon as is reasonably  practicable,
Activate Subscriptions submitted to Cingular by Reseller in a form and manner as
may be  required  by  Cingular  from time to time and where such  submission  is
approved and accepted by Cingular and thereafter provide the Cingular Service to
such  Subscriptions.  Except as otherwise  provided in this Agreement,  Cingular
shall  provide the  Cingular  Services to such  Subscription  until  notified in
writing  by  Reseller  to  terminate   (de-Activate)  Cingular  Service  to  the
Subscription. Cingular shall have no obligation to activate Subscriptions unless
the radio modem device and all software used by the device and any Reseller host
have been


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configured for use with the Cingular  Service and have been approved by Cingular
for use on the Cingular Facilities.

3.2 Host Connections.  Reseller shall be responsible at its own cost and expense
to,  purchase,  obtain and  maintain any  necessary  host  connection  between a
Reseller host and the Cingular network. The Internet host connection provided by
Cingular  is solely  between  the  Cingular  network  and the  Internet.  If any
Reseller  host is connected to the Cingular  network  through the  Internet,  it
shall be Reseller's responsibility to connect their host to the Internet.

3.3  Non-Exclusivity.  The rights  granted to Reseller in this Agreement are not
exclusive. Cingular expressly reserves the right without obligation or liability
to Reseller to (i) increase or decrease the number of parties it  authorizes  to
solicit subscribers to the Cingular Services and (ii) subject to Section 9.2, at
any time  market  and sell the  Cingular  Services  on its own behalf or through
other, including other resellers,  agents, distributors and retailers within the
Territory  and upon such price  terms and  conditions  as  Cingular  in its sole
discretion deems appropriate  regardless of whether such third parties serve the
same area  served by  Reseller.  Subject  to the  conditions  set forth  herein,
Reseller may market the Cingular  Services and solicit  Subscribers  (from among
all  classes of  potential  users,  other  than  Cingular's  subscribers  now or
hereinafter  acquired)  within the Territory to the Cingular  Services.  Nothing
herein shall be construed so as to restrict the  activities of Cingular,  acting
alone  or  in  concert  with  others,   in  connection  with  the   development,
implementation,   operation,   or  provision  of  any  services  or   facilities
whatsoever,  whether similar to or competitive with the Cingular Services or the
Reseller Services.

3.4 Future  Services.  In the event that  Cingular's  parent  company,  Cingular
Wireless  LLC,  makes a  determination  to offer its GPRS  network for resale to
entities similar to Reseller, then Cingular, to the extent that it has authority
to do so, shall use commercially reasonable efforts to cause the parent to enter
into good faith  negotiations  with  Reseller and with respect to GPRS  wireless
data reseller agreement.

4. PRODUCTS

4.1 All Handheld's come with MAN's.  Neither  Reseller nor any Subscriber  shall
acquire any property interest in any MAN assigned for Reseller's or Subscriber's
use. And no property  interest is acquired by use of the MAN. Reseller agrees to
inform the Subscriber that Subscriber has no property interest in any MAN.

4.2 Purchase of Products.  Subject at all times to the availability of Products,
Reseller may elect in each  Reseller  order to purchase  certain  Products  from
Cingular in which event,  in addition to the Charges for the Cingular  Services,
Reseller  shall pay the price for the  Products  at the then  existing  Reseller
prices.


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<PAGE>

4.3 Title to Purchased Products.  The Products paid for by Reseller shall be the
property of Reseller,  provided  that any Products  ordered but not yet paid for
shall  remain  the  personal  property  of  Cingular  and  title  (and  right of
possession  without legal process) to the Products sold to Reseller shall remain
with Cingular until payments for these Products have been made.  Reseller agrees
to do all acts  necessary to maintain  Cingular's  title and perfect  Cingular's
security  interest in the Products  ordered but not yet paid for until  Cingular
has been paid for such Products.

4.4  Product  Pricing.  Cingular  shall  have the  right in its sole  reasonable
discretion to change Product pricing upon [*] days written notice by Cingular to
Reseller. Such changes made by Cingular may include, without limitation,  adding
or deleting Products,  increasing or decreasing prices, or offering for a stated
limited time special  discounts,  rebates or other promotions for some or all of
the Products.  Any price  increase will not apply to any order received prior to
the date of such  notice if the  requested  shipment  date is less than [*] days
from the date of the order. In the event Cingular reduces the price of a Product
shown in Schedule A, then (a) such reduction  shall apply to any orders received
by Cingular from Reseller  prior to the date of notice of such reduction but not
yet shipped, and (b) Cingular shall issue a credit to Reseller's account for the
amount of such reduction for each affected  Product  shipped to Reseller  within
[*] days prior to the date of such notice.  When  reselling a Product  purchased
from Cingular under this  Agreement,  Reseller has the right to charge  whatever
price Reseller deems appropriate.

4.5 No Product Returns to Cingular.  Cingular is permitting Reseller to purchase
Products from Cingular  (subject to  availability) as a convenience to Reseller.
Reseller shall work directly with the  manufacture  with respect to all warranty
or other Product related issues, and Cingular shall have no responsibility  with
respect to such Products after the Products have been delivered to Reseller. For
the avoidance of doubt,  no Product  returns are permitted to Cingular except as
may be authorized by Cingular from time to time in writing.

      5. Trade Name and TradeMarks

5.1 Both parties  recognize the right,  title and interest of the other party in
and to all Marks used by that party and agree to not engage in any  activity  or
commit any act, directly or indirectly,  that may contest,  dispute or otherwise
impair such right, title or interest of the other party. Prior to either parties
use of the other's  Marks in any manner,  the party seeking to use the Mark will
submit to the  party  whose  Mark is to be used,  for  review  and  approval  in
writing, a full and complete copy of any document or other media containing such
use. Use of the Mark shall be allowed upon receipt of written  authorization for
such use from the party that owns the mark or name.


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<PAGE>

5.2 The  obligations  undertaken  by the parties  pursuant to this Section shall
survive  termination of this Agreement.  In the event of such  termination,  the
parties  agree to not  register  or use any  trademarks,  trade names or service
marks  that are the same as or  confusingly  similar  to the  Marks of the other
party and to  surrender  or abandon  its use or  ownership  of any trade name or
style containing any Mark confusingly similar to that of the other party.

5.3 The parties agree to indemnify,  defend, and hold each other harmless in any
third-party  action  relating to the use of the other party's Marks in violation
of the provisions of this Agreement.

6. PAYMENT

6.1 Charges.  [*] subject to Section 6.7 of this  Agreement,  Reseller shall pay
Cingular the Charges for the Cingular Services as provided in this Section 6 and
the  Schedule  of Charges  attached  as  Schedule  A.  Reseller  shall bear full
responsibility  for, and shall pay Cingular in  accordance  with the Schedule of
Charges for the provision of all Cingular  Services to  Subscriptions.  Cingular
may increase such charges  reasonably at any time,  after the  expiration of the
twelve (12) months from the date of this Agreement,  upon not less than [*] days
notice in writing to Reseller.  Reseller expressly  acknowledges and agrees that
some of the Cingular  charges  incurred in a billing  cycle may not be billed in
the billing  cycle such charges are incurred.  Cingular  will make  commercially
reasonable  efforts to bill for all such  charges  within [*] days from the date
such charges are incurred.

6.2 Taxes,  Surcharges,  Assessments,  and Government Fees. Except to the extent
that the Reseller  demonstrates  that it is exempt under applicable law from any
such charge,  there shall be added to any charges an amount equal to any tariff,
duty,  levy,  tax,  exaction or withholding  tax,  including but not limited to,
sales,  property, ad valorem and use taxes, or any tax in lieu thereof,  imposed
by any local, State or Federal government or governmental agency with respect to
the Services, or with respect to this Agreement itself, excepting only any taxes
on or measured by the income of Cingular. In addition, Cingular may pass through
to Customer a  proportionate  charge for any  governmental  mandates  imposed on
Cingular, which there are currently no charges.

6.3 Invoices.  On approximately the fifteenth (15th) day of each month following
the Initial  Service Date,  Cingular  shall  invoice  Reseller for the amount of
Cingular Services used in connection with Subscriptions calculated in accordance
with the applicable rates specified in Schedule A.


6.4 Payment and Late  Charges.  Reseller  shall make payment in full, by Federal
wire  transfer  or by good check for  immediately  available  funds,  of each of
Cingular's  invoices not later than [*] days from the date of Reseller's receipt
of such invoice.  Any amounts  required to be paid hereunder will be deemed paid
when such funds are received at the location designated by Cingular from time to
time.  Without  limiting any other  remedies  that may be available to Cingular,
(including  but not limited to Cingular  drawing  down on any letters of credit,
deposits or other security  interests) if Reseller does not make payment in full
for all amounts due within [*] days from the date of Reseller's  receipt of such
invoice,  Cingular,  upon written notice to Customer,  shall have the right, but
not the obligation, to


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<PAGE>

disconnect  from the  Cingular  Services  any or all of the MAN's to which  such
delinquent  payment  relates and Cingular  shall impose and Reseller shall pay a
reactivation charge to reactivate such Subscriptions.  Nothing contained in this
Section 6 shall limit the rights of Cingular to declare Reseller in default upon
the occurrence of any of the events set forth in this  Agreement,  including but
not limited to failure to make a payment when due.  Cingular  shall provide such
wire transfer instructions to Reseller with Cingular's first invoice. Acceptance
of late or partial  payments (even if marked "Paid In Full") shall not waive any
of Cingular's rights to collect the full amount due under this Agreement.

6.5 Credit Criteria. Reseller acknowledges and agrees that Reseller must satisfy
Cingular's  credit  criteria in effect from time to time to receive the Cingular
Services.  Reseller hereby authorizes Cingular to investigate the credit history
of  Reseller  and gives  Cingular  permission  to provide  and  exchange  credit
information  regarding Reseller with credit reporting  agencies.  Cingular shall
have the right from time to time to request that Reseller  provide Cingular with
such  information  and  documents,  including  but not limited to  certified  or
uncertified  financial  statements,   banking  references  or  trade  references
(collectively,   "Credit  Information"),  as  may  be  necessary  or  useful  in
Cingular's   sole   judgment  to  enable   Cingular  to   determine   Reseller's
creditworthiness  or continued  creditworthiness.  Reseller  shall  provide such
information  promptly  upon  Cingular's  request.  Until  such time as  Reseller
provides  Cingular  the Credit  Information  requested,  or in the event that in
Cingular's sole reasonable judgment the Credit Information  provided by Reseller
does not provide satisfactory evidence of Reseller's creditworthiness,  then, in
addition  to any  other  rights  Cingular  may  have  under  this  Agreement  or
applicable law, but correlative to Reseller's  creditworthiness,  Cingular shall
have the right to  reasonably  withhold,  limit or terminate use of the Cingular
Services  hereunder,   to  set  such  reasonable  additional  credit  terms  for
activation,  use or continued use of the Cingular  Services  (including  but not
limited to requiring use of letters of credit) as Cingular may  reasonably  deem
appropriate, or to terminate this Agreement upon written notice to Reseller.

6.6 Other Costs.  In addition to other charges due hereunder,  Cingular may bill
Reseller for Cingular's  reasonable  cost of complying with any subpoena,  court
order,  or other  process  relating to  Reseller's  service.  Reseller  may bill
Cingular for Reseller's  reasonable  cost of complying with any subpoena,  court
order, or other process relating to Cingular's business.

6.7 Disputed Charges. If Reseller disputes part of the monthly bill, Reseller is
required to notify Cingular in writing and to submit  appropriate  documentation
justifying  such dispute to Cingular as soon as it is aware of the dispute,  but
in no event later than the sixty (60) days after the receipt of such  invoice or
such dispute is waived. Notwithstanding any such dispute, Reseller shall pay the
full amount of any such bill pending the  resolution of such  dispute.  Cingular
will respond to Reseller's written dispute within thirty (30) days of receipt of
such  dispute.  Cingular  and  Reseller  shall use good  faith and  commercially
reasonable  efforts to resolve all disputes and Cingular shall  promptly  refund
any amounts due upon dispute  resolution.  If the dispute is not resolved within
fifteen (15) days of Reseller's receipt of Cingular's response,  the parties may
escalate the matter to senior management.

6.8 Deposits and Letters of Credit.


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<PAGE>

6.8.1 Effective  January 1, 2004, Wynd shall open, or cause an affiliate of Wynd
to open, a letter of credit (the "First L/C") in favor of Cingular,  with [*] or
another  commercial   banking   institution  of  Wynd's  choice  with  at  least
$100,000,000 in assets, subject to Cingular's reasonable approval, in the amount
of [*]; provided,  however, said First L/C shall only be closed upon the earlier
of (i) the  issuance  of  Second  L/C (as such  term is  defined  below)  or the
expiration or termination of the Agreement  other than a termination by Cingular
for an uncured  material  breach (as such term is defined below) by Wynd. In the
event  that Wynd does not make any  payment on the date and in the amount as set
forth herein, Cingular shall be permitted to draw down (a "First L/C Draw Down")
for such  unpaid  amount  upon the First L/C at any time after 12:00 noon on the
[*]  business  days  following  the day  payment  was to have been made by Wynd.
Within [*] business  days of Wynd's  receipt  from  Cingular of a First L/C Draw
Down,  Wynd shall be obligated to replenish the First L/C to its original amount
unless a First L/C Draw Down is made in connection with the expiration or mutual
termination of the  Agreement.  Wynd's failure to replenish the First L/C within
the time frames set forth in the paragraph  shall be deemed a material breach of
this  Agreement,  and such failure shall give rise to Cingular  having the right
but not the obligation to terminate this Agreement.

6.8.2 No later than [*] (the  "Financing  Date"),  Wynd shall open,  or cause an
affiliate of Wynd to open, a second letter of credit (the "Second L/C") in favor
of Cingular,  with [*] or another commercial  banking  institution with at least
$100,000,000  in assets of  Wynd's  choice,  subject  to  Cingular's  reasonable
approval,  in the amount of [*] (the "Second L/C  Amount");  provided,  however,
said Second L/C shall only be closed upon the  expiration or  termination of the
Agreement  other than a termination by Cingular for an uncured  material  breach
(as such term is defined  below) by Wynd.  Cingular  shall be  permitted to draw
down (a "Second L/C Draw Down") upon the Second L/C only in the event and to the
extent that any invoice  remains  unpaid by Wynd for more than [*] days from the
invoice  date  as to any  payment  under  this  Agreement  or the  New  Reseller
Agreement. Wynd agrees that the Second L/C Amount shall always be the greater of
(i) [*] or (ii) [*] times the most recent invoice issued by Cingular to Wynd. In
the event  that the then  current  Second  L/C Amount is less than [*] times the
most recent  invoice,  Wynd shall within [*] days written  notice from Cingular,
increase  the Second L/C Amount  such that the Second L/C Amount is equal to [*]
times the most recent  invoice  and such  amount  shall then be deemed to be the
Second  L/C  Amount.  Within [*]  business  days of its  receipt of notice  from
Cingular of a Second L/C Draw Down,  Wynd shall be obligated  to  replenish  the
Second  L/C to its  original  amount  unless a Second  L/C Draw  Down is made in
connection with the expiration or mutual termination of the Agreement.

6.8.3 The fact that a deposit  or other  security  arrangement  has been made by
Reseller   neither   relieves  the  Reseller  from  complying  with   Cingular's
requirements  on the prompt payment of bills on  presentation  nor constitutes a
waiver  or  modification  of the  requirements  of  Cingular  providing  for the
discontinuance  or  termination  of  Service  for  non-payment  of any  sums due
Cingular for service rendered.

6.8.4  When  Service  is  terminated,  the  amount of the cash  deposit  will be
credited  against  the  Reseller's  final bill and any credit  balance  that may
remain will be refunded within [*]


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<PAGE>

days after full payment.  In the event  security other than a deposit is posted,
Cingular  shall  release  each  security  [*] days  after  satisfaction  of such
accounts.

7. USE OF THE HANDHELDS AND CINGULAR SERVICES

7.1 Handhelds and Other Devices Must Be Approved.  Reseller shall be responsible
for  assuring  that  all  Handhelds  and  other  radio  modem  devices  used  by
Subscribers  have been  approved by Cingular for use with the Cingular  Services
ordered  and on the  Cingular  Facilities  in  accordance  with  procedures  and
technical  specifications  established  by Cingular from time to time during the
Term of this  Agreement.  Furthermore,  such  Handhelds  shall  comply  with all
applicable laws, rules, and regulations,  including without limitation the rules
and regulations of the Federal Communications  Commission ("FCC") concerning the
licensing of end users of  Specialized  Mobile Radio Service  facilities and the
FCC type approval of end user equipment.

7.2  Requirements  for Use of the Cingular  Services.  Reseller and  Subscribers
shall use the Cingular  Services in compliance with the following  requirements.
If Reseller or any Subscriber violates any of these requirements,  then Cingular
shall have the right to terminate Cingular Service to the offending Subscription
without notice to Reseller or any Subscriber.

      7.2.1  Reseller and its  Subscribers  shall use the  Cingular  Services in
      compliance  with  Federal  Communications  Commission  ("FCC")  and  other
      federal,  state and local laws,  rules and regulations and shall not under
      any circumstances  represent itself as the FCC authorized  provider of the
      Cingular Services.

      7.2.2 Reseller and its Subscribers  shall not use the Cingular Services to
      transmit obscene, indecent, harassing, profane, abusive, false, illegal or
      deceptive messages.

      7.2.3  Reseller  and its  Subscribers  shall not i) activate  Handhelds or
      other  radio modem  devices  unless they are  approved  by  Cingular,  ii)
      activate Handhelds or other radio modem devices which communicate with the
      Cingular  Facilities  until they have been  registered  by Cingular on the
      Cingular Facilities, iii) use Handhelds or other radio modem devices other
      than as the radio modem was designed or  configured to operate at the time
      of  approval,  iv)  transmit  excessive  retry  messages  or v) permit the
      Handheld or other  radio modem  device to consume  network  capacity  that
      exceeds that reasonably  anticipated based on the radio modem and software
      application  design or based on the use intended and disclosed by Reseller
      to Cingular.

7.3 From time to time  Reseller  shall  provide  Cingular  selected  information
related to each Subscriber,  such  information  minimally to contain the MAN and
zip code of each  Subscriber  activated  on the  Cingular  Facilities.  Cingular
agrees that this is  information is  confidential  and shall only be used to (i)
assist  in  Cingular  the  planning  of the  Cingular  Facilities,  or  (ii)  to
compensate Cingular's commission based sales team.

Cingular Service and Coverage  Limitations and Recommended Analysis and Testing.
Reseller  acknowledges  that the Cingular  Services are subject to  transmission
limitations


                                       9
<PAGE>

caused  by  conditions  such  as,  operating   characteristics  of  Reseller  or
Subscriber selected hardware, Handhelds, atmospheric,  topographical,  operating
characteristics of mobile terminal devices, and other like conditions.  Cingular
recommends that Reseller perform its own coverage analysis and test to determine
if the available  coverage meets the  Subscriber's  requirements.  Additionally,
Cingular Services may be temporarily  suspended,  refused,  limited or curtailed
due  to  governmental   regulations  or  orders,  system  capacity  limitations,
limitations   imposed  by  an  underlying   carrier,  or  because  of  equipment
modifications,  upgrades,  repairs or reallocations or other similar  activities
necessary or proper for the operation or improvement of the Cingular  Facilities
or the Cingular Services.

7.4  Non-disparagement.  Reseller  shall  not do  anything  that  would  tend to
discredit,  dishonor,  reflect  adversely  upon,  or in any  manner  injure  the
reputation of Cingular or its services.

8. SINGLE LOCATION SUBSCRIPTIONS

Single Location Subscriptions. In the event that Reseller desires to activate or
authorize the activation  for a single  customer over any [*] day period of more
than [*]  Subscriptions  using  the  Cingular  Services  where  Reseller  should
reasonably  anticipate that such Subscriptions will likely use the Services at a
"single location",  ("Single Location Subscriptions") then Reseller shall obtain
the  written  approval  of  Cingular  prior to  activating  or  authorizing  the
activation of any such Subscriptions. In the event that Reseller fails to obtain
the necessary pre-approval for Single Location Subscriptions,  then Cingular has
the  right,  but not the  obligation,  to  suspend or  terminate  providing  the
Services to any or all of the Single Location Subscriptions. A "single location"
for purposes of this paragraph means a single building or series of buildings in
which Subscribers would connect to the Cingular Facilities through the same base
station. The parties agree that the approval process set forth in this paragraph
is to assist in Cingular  Facility single location capacity  planning,  and that
nothing  herein  creates any  additional  or further  warranty by Cingular  with
respect to the Cingular Facilities or Cingular Services.

9. CONFIDENTIAL INFORMATION, CPNI AND ADVERTISING

9.1  Use of  Confidential  Information.  The  recipient  will  use  Confidential
Information  disclosed in connection with performance  under this Agreement only
for the purposes of performing its obligations under this Agreement.

9.2 Disclosure of Confidential  Information.  Confidential Information disclosed
under  this  Agreement  by one  party  to the  other  will be  protected  by the
recipient from further  disclosure,  publication,  and dissemination to the same
degree  and using the same  care and  discretion  as the  recipient  applies  to
protect  its  own   confidential  or  proprietary   information  from  undesired
disclosure, publication and dissemination. Reseller's customer information shall
be considered Confidential Information. Except as set forth in


                                       10
<PAGE>

the following  paragraph,  neither party will disclose the other's  Confidential
Information to any affiliate or other third party, without prior written consent
from  the  other  party.  If  Confidential   Information  is  required  by  law,
regulation,  or court order to be disclosed, the recipient must first notify the
disclosing  party  and  permit  the  disclosing  party  to seek  an  appropriate
protective order.

9.3 Disclosure to Employees and Consultants.  Confidential Information disclosed
under  this  Agreement  may  be  disclosed  to  a  receiving  party's  employees
(including  contract  employees) or consultants  who participate in the Cingular
Services  and who  have  agreed  to a  confidentiality  obligation  at  least as
restrictive  as provided in this Section 9. The receiving  party shall  maintain
adequate  procedures  to ensure that all of the persons to whom it  discloses or
provides access to Confidential  Information  comply with the  restrictions  set
forth herein.

9.4  Irreparable  Harm. The parties  recognize that  disclosure of  Confidential
Information in violation of this Agreement will result in irreparable harm. Each
party shall have the right to injunctive  relief in the event of a disclosure in
violation of this Agreement.

9.5 Advertising.

      9.5.1 Reseller may, at its own expense market,  promote, and advertise the
      Cingular  Services.   Reseller  will  not  in  any  manner  use,  display,
      broadcast,  or disseminate any  advertising or promotional  material which
      contains any (i) material misrepresentations, or omits to state a material
      fact, with regard to Cingular or the Cingular Services,  or (ii) statement
      in  derogation  of  Cingular  or the  Cingular  Services.  Anything to the
      contrary herein notwithstanding, Reseller shall, prior to its proposed use
      of any advertising or promotional  material referring to Cingular,  or the
      Cingular  Services,  submit  a copy  of  such  material  to  Cingular  for
      Cingular's   prior  written   approval,   which   approval  shall  not  be
      unreasonably withheld.

      9.5.2 Neither party to this Agreement shall without the written consent of
      the  other  party (i) make any news  releases,  public  announcements,  or
      denials or  confirmations  of the same,  concerning all or any part of the
      Agreement or any discussions or negotiations between the parties,  (ii) in
      any manner  advertise  or publish the fact that the parties  have  entered
      into the  Agreement,  or  (iii)  disclose  any  details  of the  Agreement
      (whether  or not  Confidential  Information)  to any  third  parties.  The
      parties deem the terms and conditions of the Agreement to be  Confidential
      Information.

10. TERM

10.1 Initial Term. The initial term of this  Agreement  shall commence as of the
date  hereof  and shall  continue,  unless  sooner  terminated  pursuant  to the
provisions  hereof,  until  the date  that  shall  be Two (2)  years  after  the
Effective Date (the "Initial  Term"),  and shall  automatically  renew on annual
basis  subject to Section  10.2 ("each such  renewal a "Renewal  Term"),  unless
terminated  as  provided  in Section 11 or unless one party  provides  the other
party of written notice of such party's intent not to renew, such notice to be


                                       11
<PAGE>

provided at least [*] days  before the  expiration  of the  Initial  Term or any
Renewal Term as the case may be.

10.2 No Obligation to Renew.  Nothing in this Agreement will be deemed to create
any  express  or  implied  obligation  on either  party to renew or extend  this
Agreement  or to create any right to continue  this  Agreement on the same terms
and conditions  contained herein.  Reseller understands that Cingular intends to
review its Value  Added  Reseller  strategy  from time to time and the terms and
conditions of this Agreement on an ongoing basis and may require execution of an
amended form of this Agreement as a condition of renewal.

11. TERMINATION

11.1  Legal  and  Regulatory   Requirements.   This  Agreement  shall  terminate
automatically  (with notice  reasonably  provided  thereafter  to Reseller)  and
without  liability or further  obligation of either party to the other if any of
the following events (the "Termination Events") occurs.

      11.1.1  Termination is required by the FCC or Cingular loses its authority
      or licenses to operate the Cingular Facilities by termination, suspension,
      non-renewal  or  otherwise.  It is  provided,  however,  that in the event
      Cingular  loses its  authority  or licenses to operate  only a part of the
      Cingular  Facilities,  then this Agreement  shall terminate only as to the
      part of the Cingular Facilities materially affected.  Nothing herein shall
      be construed to diminish Cingular's responsibility to use all commercially
      reasonable efforts to maintain all required authority and licenses in full
      force and effect for the duration of this Agreement.

      11.1.2  Termination  is required by any law,  rule,  regulation,  or valid
      order or decision of a court of competent jurisdiction promulgated or made
      from time to time, including,  without limitation,  the Telecommunications
      Act of 1996 and the rules and regulations of the FCC. Nothing herein shall
      be  construed  to  require  Cingular  to seek  waiver  of any  law,  rule,
      regulation, or restriction, or seek judicial review or appeal of any court
      order.

11.2  Events  of  Default.  On  the  occurrence  of any  Event  of  Default  (as
hereinafter  defined),  either party may, upon written  notice to the defaulting
party (the "Defaulting  Party"),  terminate this Agreement  without liability to
the Defaulting Party. Each of the following constitutes an Event of Default.

      11.2.1  Failure by the  Defaulting  Party to  perform a  material  term or
      condition of this  Agreement  unless such failure is corrected  within [*]
      days of notice  from the other  party  advising  the  Defaulting  Party in
      reasonable detail of the failure (each an "uncured material breach").

      11.2.2  Reseller's  failure  to pay any sums due and  payable  as and when
      required under this Agreement.

      11.2.3. A party's insolvency or failure to pay debts as they come due.


                                       12
<PAGE>

      11.2.4 [*]

      11.2.5.  A party becoming  subject to any proceeding  under the Bankruptcy
      Act or similar laws, provided that if such proceeding is involuntary,  the
      party shall have ninety (90) days to have such proceeding dismissed before
      such proceeding becomes an Event of Default.

12 EFFECT OF TERMINATION

12.1 In the event that this  Agreement  should be  terminated or not renewed for
any  renewal  Term as the  result of  written  notice by  Cingular  to  Reseller
pursuant  to Section 11 above,  such  termination  shall not affect or  diminish
Reseller's  obligation to make payment to Cingular for Services  provided before
or after the date of termination,  and such obligation shall survive termination
of this Agreement.

12.2 If the Agreement is terminated for the occurrence of an Event of Default by
Reseller,   Cingular  may  thereafter  notify  the  Subscribers  in  any  manner
including,  but not limited to  calling,  text  messaging,  or any other form of
communication  in order to inform such  Subscribers  as to how they may maintain
Cingular  Services,  (or  Reseller  Services  to the extent  that such  Reseller
Services are available to Cingular), after termination of this Agreement if they
so desire.  Reseller agrees to cooperate with Cingular to enable  Subscribers to
continue  Cingular   Services  with  Cingular  with  minimal   disruption  after
termination  including,   but  not  limited  to,  providing  Cingular  with  its
Subscriber list.

12.3 After termination of this Agreement, Cingular has no obligation to continue
the  Cingular  Services  for any  Subscriber  or to arrange for any  transfer or
return of Products owned by Reseller;  however,  if Cingular decides to continue
the Cingular  Services for  Subscribers  after  termination  of this  Agreement,
Cingular and Reseller agree to cooperate to minimize the disruption in providing
the Cingular Services for such Subscribers.

12.4 Upon any termination of this Agreement, Reseller shall cease its efforts to
activate new subscribers to the Cingular Services, however, the parties agree to
cooperate in good faith to effect an orderly  wind-down of the prior  subscriber
relationship  created  under this  Agreement,  provided  however  that  Reseller
remains in compliance with the terms and conditions of this Agreement.

13. LIMITED WARRANTY

      13.1 Reseller Warranties.  Reseller represents and warrants to Cingular as
      follows:

      13.3.1 it is a corporation duly organized,  validly existing,  and in good
      standing  under  the laws of the state of its  incorporation,  and has all
      requisite  corporate  power and authority to own,  operate,  and lease its
      properties and carry on its business as now being conducted,  and to enter
      into this Agreement and perform its obligations hereunder;


                                       13
<PAGE>

      13.3.2 the  execution  and  delivery of this  Agreement  has been duly and
      validly authorized and approved by all necessary Reseller corporate action
      and this  Agreement  is valid and binding upon it in  accordance  with its
      terms;

      13.3.3 the  execution and carrying out of this  Agreement  and  compliance
      with the  provisions  hereof by it will not violate any  provision of law,
      will not, with or without the giving of notice and/or the passage of time,
      conflict  with or result in the  breach of any of the terms or  conditions
      of, or constitute a default under, any indenture,  mortgage, agreement, or
      other instrument to which it is a party or by which it is bound;

      13.3.4 the sale of the Cingular  Services shall only be in connection with
      the sale of the Reseller Services and incidental to the Cingular Services,
      which shall  constitute the principal value to Subscribers of the Cingular
      Services.

13.4  Cingular  Warranties.  Cingular  represents  and  warrants  to Reseller as
follows:

      13.4.1 it is a limited partnership duly organized,  validly existing,  and
      in good  standing  under  the laws of the State of  Delaware,  and has all
      requisite  power and authority to own,  operate,  and lease its properties
      and carry on its business as now being  conducted,  and to enter into this
      Agreement and perform its obligations hereunder;

      13.4.2 the  execution  and  delivery of this  Agreement  has been duly and
      validly  authorized  and approved by all  necessary  Cingular  partnership
      action and this Agreement is valid and binding upon it in accordance  with
      its terms;

13.5  Disclaimer.  CINGULAR  DISCLAIMS ALL OTHER  WARRANTIES WITH RESPECT TO THE
CINGULAR  SERVICES  and THE  CINGULAR  FACILITIES  WHETHER  EXPRESS,  IMPLIED OR
STATUTORY,   INCLUDING   BUT  NOT  LIMITED  TO,  ALL   IMPLIED   WARRANTIES   OF
MERCHANTABILITY  OR FITNESS FOR A  PARTICULAR  PURPOSE.  CINGULAR  SHALL HAVE NO
LIABILITY  FOR PATENT OR COPYRIGHT  INFRINGEMENT  OR  MISAPPROPRIATION  OF TRADE
SECRETS WITH RESPECT TO any PRODUCTS,  OR SOFTWARE  USED IN CONNECTION  WITH THE
SERVICES.

14. INDEMNITY

14.1 Reseller  Indemnity.  Reseller shall defend,  indemnify,  and hold harmless
Cingular  its  parents,  successors,  affiliates  and  agents  from any  claims,
damages,  losses, or expenses  (including without  limitation  attorney fees and
costs) incurred by Cingular in connection with all claims, suits, judgments, and
causes of action (i) for  infringement  of patents or other  proprietary  rights
arising from  combining with or using any radio modem device , system or service
in connection with Cingular  Facilities (ii) for libel,  slander,  defamation or
infringement  of copyright or other  proprietary  right with respect to material
transmitted  by Reseller or  Subscribers  over the Cingular  Facilities or (iii)
injury, death or


                                       14
<PAGE>

property damage arising in connection  with the presence,  use or failure of the
Cingular Services, Handhelds or other radio modem devices.

15. LIMITATIONS ON LIABILITY

15.1 Limitations on Loss or Damage.  Reseller's sole remedies for loss or damage
caused by partial or total  failure of the Cingular  Facilities  or for delay or
nonperformance of any of the Cingular  Services or any other obligation  arising
from or related to this Agreement,  regardless of the form of action, whether in
contract, tort (including negligence),  strict liability or otherwise,  shall be
Reseller's  actual proven damages,  if any,  resulting solely from such failure,
delay,  or  nonperformance  and limited solely to the amount paid by Reseller to
Cingular  under  this  Agreement  during  such  period  of  failure,  delay,  or
nonperformance.  RESELLER RECOGNIZES THAT CINGULAR DOES NOT CONTROL THE INTERNET
AND THAT  CINGULAR  SHALL HAVE NO LIABILITY  WHATSOEVER TO RESELLER OR ANY THIRD
PARTY CLAIMING BY OR THROUGH RESELLER FOR THE ACCURACY,  TIMELINESS OR CONTINUED
AVAILABILITY OF THE INTERNET.

15.2 Disclaimer.  AS A MATERIAL PART OF THE  CONSIDERATION  PAID BY RESELLER FOR
THE CINGULAR SERVICES,  PROVIDED BY CINGULAR,  RESELLER ON ITS OWN BEHALF AND ON
BEHALF OF THE SUBSCRIBERS,  AGREES THAT CINGULAR SHALL IN NO EVENT BE LIABLE FOR
AND RESELLER  HEREBY WAIVES ITS RIGHT AND THE RIGHT OF THE  SUBSCRIBERS TO CLAIM
ANY  INDIRECT,  SPECIAL,  INCIDENTAL,  EXEMPLARY  OR  CONSEQUENTIAL  OR PUNITIVE
DAMAGES (INCLUDING LOST PROFITS),  DIRECTLY OR INDIRECTLY RELATING TO OR ARISING
OUT OF THIS  AGREEMENT  REGARDLESS  OF THE FORM OF ACTION,  WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE),  STRICT LIABILITY OR OTHERWISE,  AND WHETHER OR NOT
SUCH DAMAGES WERE FORESEEN OR UNFORESEEN.  THE FOREGOING  DISCLAIMER SHALL APPLY
IN  CIRCUMSTANCES  INCLUDING,  BUT NOT LIMITED TO,  RESELLER'S  AND  SUBSCRIBERS
INABILITY TO USE THE CINGULAR FACILITIES, THE CINGULAR SERVICES, THE SOFTWARE OR
THE PRODUCTS, OR ANY PART THEREOF,  EITHER SEPARATELY OR IN COMBINATION WITH ANY
OTHER  COMMUNICATIONS  FACILITIES OR IN CONNECTION  WITH ANY CINGULAR  SERVICES,
PERFORMED OR NOT PERFORMED BY CINGULAR UNDER THIS AGREEMENT,  OR A THIRD PARTY'S
UNAUTHORIZED  ACCESS TO RESELLER'S OR A SUBSCRIBERS  DATA  TRANSMITTED  OVER THE
CINGULAR FACILITIES OR THE CINGULAR SERVICES.

15.3 Cingular is not liable for damages for any accident or injury occasioned by
the use of the Services or the presence of the Handheld.

16.  TECHNICAL SUPPORT


                                       15
<PAGE>

16.1  Reseller  shall  provide  an  adequate  staff to receive  and  investigate
complaints and questions from the Subscribers  relating to the Reseller Services
or the Cingular Services, and will report any trouble with the Cingular Services
to Cingular  only upon  reasonable  belief  that such  trouble is due to reasons
other than the malfunctioning of Subscriber's  equipment or Resellers  Services.
Reseller, at no cost to Cingular, shall maintain adequate staff and equipment to
test  Subscriber's  equipment  to verify  the cause of  complaints  received  by
Subscribers with respect to the Reseller Services.

16.2  Reseller  shall  provide Tier 1 customer  support to  Subscribers.  Tier 1
support is the first level of customer  support.  Tier 1 support  issues involve
customers'   questions  or   complaints   regarding   the   handheld   features,
functionality,  installation  and  operation  of the Reseller  Services,  how to
questions,  including,  but not  limited  to  questions  about  error  messages,
questions on how to use the Cingular Services, the Reseller Services, or billing
questions.

16.3 Tier 2 problems are of a more technical  nature and may include but are not
limited to questions concerning  Cingular's network.  For Tier 2 questions,  the
Reseller's Customer Support Representative will contact Cingular's Support Group
by calling 800-[*]. Reseller shall provide the following information at the time
the call is placed to the Cingular Tier 2 support group:

            MAN (Mobitex Access Number)
            MSN (Manufacture Serial Number)
            Detailed description of the problem
            Location of the radio in respect to surrounding structures
            List of all troubleshooting steps previously taken

Cingular's  Support  Group will be  available on a 24 hour by 7 day a week basis
and will respond to Reseller's  inquires within 24 hours and provide at least 24
hour rolling updates to any issues that cannot be resolved within 24 hours.

17. INDEPENDENT CONTRACTORS.

Reseller and Cingular  shall at all times be, and  represent  themselves  to be,
solely  independent  contractors  each  acting  on  their  own  account  in  all
transactions involving the Cingular Services. Nothing in this Agreement shall be
construed  to make  either  party (or any person  employed  by either  party) an
employee of the other party.  Neither  party shall have any authority to bind or
commit the other  party in any respect or to accept  legal  process on behalf of
the other party. Without limiting the generality of the foregoing, neither party
shall be liable to any agent, reseller,  subcontractor,  supplier,  employee, or
customer  of the other  party for any  commission,  compensation,  remuneration,
benefit,  damage, or claim of any nature whatsoever.  Reseller shall not, in any
manner whatsoever,  represent itself as the operator of the Cingular  Facilities
or the provider of the Cingular  Services,  but shall  identify  Cingular as the
entity  authorized to operate the Cingular  Facilities  and provide the Cingular
Services and  represent  itself only as an  authorized  reseller of the Cingular
Services.


                                       16
<PAGE>

18. DISPUTE RESOLUTION.

18.1 The parties  agree to settle any dispute  arising out of or related to this
Agreement  through  consultation and negotiation in good faith and in the spirit
of mutual  cooperation.  Any dispute arising out of or related to this Agreement
that cannot be resolved by negotiation  shall be settled by binding  arbitration
in  accordance  with the  J.A.M.S./ENDISPUTE  Arbitration  Rules and  Procedures
("Endispute  Rules"),  as amended by this Agreement.  Such arbitration  shall be
held at a location  agreed upon by the parties.  The parties will jointly select
one (1)  independent  arbitrator  familiar with the wireless  telecommunications
industry,  provided  that if the  parties  cannot  agree on an  arbitrator,  the
selection shall be made by  J.A.M.S./ENDISPUTE  in accordance with the Endispute
Rules. Any award rendered by the arbitrator shall be conclusive and binding upon
the  parties  hereto,  provided  that any such award shall be  accompanied  by a
written opinion of the arbitrator giving the reasons for the award. The costs of
arbitration,  including the fees and expenses of the arbitrator, shall be shared
equally by the parties unless the  arbitration  award provides  otherwise.  Each
party shall bear the cost of preparing and presenting its case.

18.2 The parties  agree that this  provision and the  arbitrator's  authority to
grant relief  shall be subject to the United  States  Arbitration  Act, 9 U.S.C.
1-16 et seq. ("USAA"),  the provisions of this Agreement and the ABA-AAA Code of
Ethics  for  Arbitrators  in  Commercial  Disputes.  In the event of a  conflict
between the USAA and the Endispute Rules,  the Endispute Rules shall govern.  In
no event shall the arbitrator have the authority to make any award that provides
for punitive or exemplary  damages.  The award may be confirmed  and enforced in
any  court  of  competent  jurisdiction.  All  post-award  proceedings  shall be
governed by the USAA.

18.3 ALL DISCUSSIONS AND DOCUMENTS PREPARED PURSUANT TO ANY ATTEMPT TO RESOLVE A
DISPUTE UNDER THIS PROVISION ARE CONFIDENTIAL  AND FOR SETTLEMENT  PURPOSES ONLY
AND  SHALL  NOT BE  ADMITTED  IN ANY  COURT OR OTHER  FORUM AS AN  ADMISSION  OR
OTHERWISE AGAINST A PARTY FOR ANY PURPOSE INCLUDING THE APPLICABILITY OF FEDERAL
AND STATE COURT RULES.

19.  HIRING OF EMPLOYEES.

During  the Term of this  Agreement  and for a period of one (1) year after this
Agreement is terminated or performance is completed, whichever is later, neither
Cingular  nor  Reseller  shall  hire or  solicit  for  employment,  directly  or
indirectly,  any employee of the other Party  directly  involved in  performance
under  this  Agreement  unless  the other  Party  has  either,  granted  written
permission for the employment,  or the employee left the employment of the other
Party more than one (1) year prior to the hiring or solicitation. Advertisements
in  newspapers  and  trade  publications  by  either  Party  do  not  constitute
solicitation.

20. RIGHT OF FIRST REFUSAL.


                                       17
<PAGE>

If at any  time  during  the  Term  of this  Agreement  or  upon  expiration  or
termination of this Agreement,  Reseller receives a bona fide offer from a third
party  to  solely  purchase  Reseller's  Subscriber  base  obtained  under  this
Agreement,  and Reseller desires to accept such offer, Reseller shall cause such
offer to be reduced  to writing  and shall  notify  Cingular  in writing of such
offer. After Cingular's  receipt of such notice,  Cingular shall have a right of
first  refusal with respect to Reseller's  Subscriber  base subject to such sale
for a period of fifteen (15) calendar days.  Cingular may exercise such right of
first refusal as to Reseller's  Subscriber  base subject to such sale by written
notice to  Reseller,  to  purchase  promptly  under  the  terms  and  conditions
identical  in all  material  respects to the terms and  conditions  of the third
party's offer.  Reseller shall not agree to any such sale to a third party until
after the date of expiration or termination of this Agreement,  unless otherwise
consented to, in writing,  by Cingular,  which consent shall not be unreasonably
withheld, delayed or conditioned.

21. NOTICES

Except  as  otherwise   provided  in  this  Agreement,   all  notices  or  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly  given when  delivered  in person or sent over  night  delivery  by Federal
Express or Airborne  Express,  and, if to  Reseller,  addressed  to Reseller at:
GoAmerica,  Inc., 433  Hackensack  Avenue,  Hackensack,  New Jersey 07601 to the
attention of Chief Executive Officer, with a copy to General Counsel at the same
address, and, if to Cingular,  addressed to Cingular Interactive,  L. P. at 5565
Glenridge Connector,  Atlanta, Georgia 30342 to the attention of President, with
a copy (which shall not constitute notice) to General Counsel.

22. FORCE MAJUERE

Neither  Cingular  nor  Reseller  shall be  liable to the other for any delay or
failure in  performance  hereunder due to fires,  strikes,  threatened  strikes,
stoppage of work, embargoes,  requirements imposed by governmental  regulations,
civil  or  military  authorities,  acts of God  (including,  by way of  example,
weather  conditions),  the public enemy, acts of terrorism or other causes which
are beyond the control of the party unable to perform.

23. ADDITIONAL UNDERTAKINGS

Cingular agrees to provide  Reseller  certain  upgraded gateway software for the
Wynd Gateway for [*] and subject to a mutually agreed upon software license, the
terms and  conditions to be  negotiated  in good faith (the "Upgrade  License").
Contemporaneous  with the signing of the Upgrade  License,  the parties agree to
enter into a gateway software  maintenance  agreement where the annual fee shall
be [*]  (the  "Maintenance  Agreement").  If and when the  Upgrade  License  and
Maintenance  License have been signed by all parties and the  required  payments
therein made to Cingular (the "Gateway  Contingency"),  then on the first day of
the first full month following the satisfaction of the Gateway Contingency,  the
Activation Fees set forth in Schedule A shall be reduced to [*].


                                       18
<PAGE>

24. GENERAL

24.1 Remedies  Nonexclusive.  Except where expressly provided,  no remedy herein
conferred  upon  either  party is  intended,  nor  shall it be  construed  to be
exclusive of any other remedy provided herein or as allowed by law or in equity,
but all such remedies shall be cumulative.

24.2 No Third Party  Beneficiaries.  Except as otherwise  specifically stated in
this  Agreement,  the  provisions  of this  Agreement are for the benefit of the
parties hereto and not for any other person.

24.3  Precedence  Over Purchase  Order Terms and  Conditions.  Any additional or
different  terms  of  Reseller's  purchase  order,  whether  or not  such  terms
materially alter this Agreement,  shall be deemed objected to by Cingular and of
no force and effect  unless this  Agreement is expressly  amended by the parties
hereto.  Execution  of a  Reseller's  purchase  order  shall not  operate  as an
amendment  to this  Agreement.  Whenever  printed,  typed,  stamped  or  written
provisions of Reseller's  purchase  order  conflict  with this  Agreement,  this
Agreement shall control.

24.4  Waivers of  Default.  Waiver by either  party of any  default by the other
party shall not be deemed a continuing waiver of such default or a waiver of any
other default.

24.5  Survival.  The terms  and  conditions  and  warranties  contained  in this
Agreement  that  by  their  sense  and  context  are  intended  to  survive  the
performance  hereof by either or both  parties  hereunder  shall so survive  the
completion of performance, cancellation or termination of this Agreement.

24.6 Headings and Captions.  All paragraph headings and captions used herein and
in the schedules  hereto are for the  convenience  of the parties only and shall
not be part of the text hereof, or affect the meaning of this Agreement.

24.7 Governing Law. The Agreement shall be construed in accordance with the laws
of the State of Georgia  applicable to Agreements  executed and wholly performed
within that State.

24.8  Severability.  If a  provision  of this  Agreement  shall  be  invalid  or
unenforceable,  such  invalidity  or  unenforceability  shall not  invalidate or
render  unenforceable  the entire  Agreement,  but  rather  (unless a failure of
consideration  would result there from) the entire  Agreement shall be construed
as if not  containing  the  particular  invalid or  unenforceable  provision  or
provisions,  and the rights and  obligations  of Cingular and Reseller  shall be
construed and enforced accordingly.

24.9  Licenses.   Reseller  shall  promptly   provide  Cingular  with  all  such
information  as  Cingular  shall  reasonably  request  with  respect  to matters
relating to Cingular's and Reseller's  compliance with the rules and regulations
of the FCC.

24.10  Assignment and  Delegation.  Cingular may assign this  Agreement  without
notice to the Reseller.  Reseller shall not assign this  Agreement,  without the
prior written  consent of Cingular,  which shall not be  unreasonably  withheld.
Cingular  may perform all of the Cingular  Services to be  performed  under this
Agreement directly or may have some or all of the Cingular Services performed by
its subsidiaries, affiliates or subcontractors without notice to the Reseller.


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<PAGE>

24.11 Entire Agreement.  This Agreement,  together with the schedules,  contains
the entire agreement between the parties and there are merged hereinto all prior
representations,  promises, and conditions in connection with the subject matter
hereof. Any  representations,  promises,  or conditions not incorporated  herein
shall not be binding upon either party and this  Agreement  supersedes and is in
lieu of all existing agreements or arrangements between the parties with respect
to the subject matter hereof, and this Agreement expressly  terminates the Value
Added  Reseller  Agreement,  dated as of August 31, 1999 (as amended on March 9,
2000, March 21, 2000 and December 13, 2001, the "GoAmerica Agreement"),  but not
the Letter  Agreement  dated May 29, 2003 (the "May 03  Letter");  and the Value
Added  Reseller  Agreement,  dated  August  15,  1994  (as  amended  on or about
September 1, 1995, May 1, 1996,  September 1, 1996,  January 1, 1998, August 10,
1998 and November 1, 1999, the "Wynd Agreement").

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by
their respective duly authorized representatives.

GOAMERICA, INC.                                       CINGULAR INTERACTIVE, L.P.

By: /s/ Daniel R. Luis                                By: /s/ Charles Nelson
Chief Executive Officer                                       President
December 30, 2003                                             December 30, 2003


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<PAGE>

                                   SCHEDULE A

                        TO VALUE ADDED RESELLER AGREEMENT

                                       FOR

                          CINGULAR INTERACTIVE SERVICE

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

A1 - Pricing Schedule -

I.    One Time Charges

Price Plan 1  -  Activation Fee and Reactivation Fee per Subscriber   $[*]

Price Plan 2- Activation Fee and Reactivation Fee per Subscriber - [*]



      B.  Host/Server Installation Fee
          ----------------------------

           Frame Relay

              Installation Fee.............................................$ [*]

              Reconfiguration Fee    ......................................$ [*]

           IAS

              Installation Fee.............................................$ [*]

              Reconfiguration Fee..........................................$ [*]

C.    Optional Services
      -----------------

      Host Group Address Installation Fee .................................$ [*]

      Host Group Reconfiguration Fee.......................................$ [*]

      ISDN (Back-Up to other Host Connection)..............................$ [*]

      Dial-Up (Back-Up to other Host Connection)...........................$ [*]

II.   Host Connection Charges
      -----------------------

      In addition  to  Cingular's  Host  Connectivity  Charges set forth  below,
      Reseller arranges and pays for the Leased Line/Frame Relay provided by its
      carrier  of  choice  and pays for all fees  and  charges  associated  with
      Reseller's choice of connectivity options.

III.  Leased Line Connections/Frame Relay Connections
      -----------------------------------------------

      X.25 Fixed Connection - 9.6 kbps.........................  $ [*] per month
      X.25 Fixed Connection - 19.2 kbps........................  $ [*] per month
      X.25 Fixed Connection - 38.4 kbps........................  $ [*] per month


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<PAGE>

      X.25 Fixed Connection - 56.0 kbps........................  $ [*] per month
      X.25 PDN Fixed Connection - 9.6 kbps.....................  $ [*] per month

      Additional Fixed MAN Connection..........................  $ [*] per month
      Host Group Address.......................................  $ [*] per month
      (Available only with an existing X.25 connection)

      Frame Relay Connections
      -----------------------
      16 Kbps (5 packets per second)...........................  $ [*] per month
      32Kbps (10 packets per second)...........................  $ [*] per month
      48 Kbps (15 packets per second)..........................  $ [*] per month
      64 Kbps (20 packets per second)..........................  $ [*] per month
      Host Group Address.......................................  $ [*] per month

IV.   Monthly Subscriber Unit Charges
      -------------------------------

      At the time that Reseller  requests Cingular to activate a Subscription on
      the Cingular  Facilities,  Reseller  shall  designate one of the following
      Price Plans for such  Subscription.  If the Reseller  fails to designate a
      plan, then the default plan shall be Price Plan 2.

      Price  Plan 1 -  (Sometimes  referred  to as Wynd  account  #[*])  Monthly
      Recurring Charge - $ [*] for each  Subscription  activated on the Cingular
      Facilitiesfor unlimited usage.

      Price Plan 2 - (Sometimes referred to as Account #[*])

      Monthly  Recurring Charge - $ [*] for the first [*] kilobytes of usage for
      each Subscription activated on the Cingular Facilities.

            For usage greater than [*]  kilobytes,  the overage  charge is $ [*]
      for each  kilobyte  used  greater  than [*]  kilobytes  but less  than [*]
      kilobytes,  PLUS $ [*] for each  kilobyte  used greater than [*], but less
      than [*], PLUS $ [*] for each kilobyte used greater than [*] kilobytes.

      [*]

V.    Mobile-to-Mobile Charges
      ------------------------

      [*]

      The number of bytes contained in  Mobile-to-Mobile  transmissions shall be
      listed  separately in each monthly invoice issued by Cingular to Reseller,
      and shall be billed at the then applicable charges in Section IV.

VI.   Optional Charges
      ----------------

      Monthly Billing Administration Fee.......................            $ [*]


                                       23
<PAGE>

      (Includes monthly Reseller Traffic Detail Report and Host Detail Report in
      Cingular's standard electronic format and/or hard copy)

      Troubleshooting  Services  will be  charged  at the  following  rates when
      Cingular  resolves  technical  problems  that are not  caused by  problems
      occurring  in the  Cingular  Facilities.  Rates  do not  include  expenses
      incurred for travel,  lodging,  meals and cost of materials and equipment,
      which will be charged separately

      Per Hour (Minimum Charge [*] hours)......................            $ [*]

      Per Day..................................................            $ [*]

A2 - Cingular  Services - The Cingular Services to be provided by Cingular under
the Agreement shall be:

      Access to the Cingular Facilities on a usage basis.

A3 - Reseller Services - The Reseller Services shall consist of

      1.    the training,  billing,  collection  and customer  support  services
            provided by Reseller to Subscribers for the Reseller Services; and,

      2.    certain  network  and  routing  services  provided  from  Reseller's
            messaging  gateway that utilize the  Interactive  Paging  modules of
            gateway software licensed by Cingular (f/k/a BellSouth Wireless Data
            L.P)  to  Reseller   pursuant  to  the  Agreement   between  RAM/BSE
            Communications,  L.P. and Reseller dated August 15th,  1994, for the
            limited  purpose of providing  wireless TTY and related  value added
            services for the deaf and hard of hearing market


                                       24