Exhibit 10.7

                                                               EXECUTION VERSION

                    LOCK-UP AND REGISTRATION RIGHTS AGREEMENT

      This LOCK-UP AND  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is
entered into as of January 10, 2008,  by and among  GoAmerica,  Inc., a Delaware
corporation (the "Company"),  and certain former  stockholders of Hands On Video
Relay  Services,   Inc.,  a  Delaware  corporation   ("HOVRS"),   that  are  now
stockholders  of the Company and are  identified on the  signature  pages hereto
(each a "Stockholder," and collectively, the "Stockholders").

                                    RECITALS
                                    --------

      A.  Reference is hereby made to that certain  Agreement and Plan of Merger
dated as of  September  12,  2007 (as it may be amended  from time to time,  the
"Merger Agreement"),  by and among Acquirer,  HOVRS Acquisition  Corporation,  a
Delaware  corporation  and wholly owned  subsidiary of Acquirer  ("HOVRS  Merger
Sub"),  and HOVRS,  pursuant to which,  and subject to the terms and  conditions
whereof,  (i) HOVRS  Merger  Sub  merged  with and into  HOVRS and the  separate
corporate  existence of HOVRS Merger Sub ceased, (ii) each share of HOVRS Common
Stock converted into the right to receive the Common Merger  Consideration,  and
(iii) each share of HOVRS  Preferred  Stock  converted into the right to receive
the Preferred Merger  Consideration (such transactions are referred to herein as
the "Merger"). Capitalized terms used herein without being defined have the same
meanings that they are given in the Merger Agreement.

      B. The Stockholders  received cash and the shares of Acquirer Common Stock
as set forth on  Schedule A attached  hereto  (the  "Shares")  as Common  Merger
Consideration and Preferred Merger  Consideration,  as the case may be, pursuant
to the Merger Agreement.

      C. The  Company  has  requested  that the  Stockholders  enter  into  this
Agreement  to provide for a lock-up of the Shares,  and such parties are willing
to enter into this  Agreement for such purpose and for purposes of obtaining the
registration rights set forth herein.

                                    AGREEMENT
                                    ---------

      The parties hereby agree as follows:

      1. Lock-Up.  Each Stockholder  agrees that,  following the Effective Time,
such  Stockholder  shall  not,  with  respect  to the  Shares  received  by such
Stockholder pursuant to the Merger,

            (A) during  the first  one-year  period  immediately  following  the
Effective Time, sell, transfer or otherwise dispose of any such Shares, and

            (B) during the second one-year period  following the Effective Time,
sell,  transfer or otherwise  dispose of Shares within any  preceding  three (3)
month period  representing  more than the greater of (i) one percent (1%) of the
number of shares of Acquirer Common Stock then  outstanding as shown by the most
recent  report or  statement  published  by  Acquirer,  (ii) the average  weekly
reported  volume of trading in Acquirer  Common Stock reported on


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Nasdaq Capital Market during the four (4) calendar weeks preceding the filing of
Form 144 with the SEC,  by the selling  Stockholder,  as required by Rule 144 of
the Securities  Act, or if no such notice is required the date of receipt of the
order to execute the  transaction  by the broker or the date of execution of the
transaction  directly with a market maker, or (iii) the average weekly volume of
trading in Acquirer Common Stock reported  pursuant to an effective  transaction
reporting plan or an effective  national market system plan during the four-week
period specified above.

      2.  Registration  Rights.  The Company and the  Stockholders  covenant and
agree as follows:

            2.1 Definitions. For purposes of this Agreement:

                  (a) "Average  Closing  Price"  shall mean the average  closing
price of Acquirer Common Stock as reported on the Nasdaq Capital Market over any
ninety (90) day period.

                  (b)  "Clearlake  Holders" shall have the meaning given thereto
in the Investor Rights Agreement.

                  (c) "Clearlake Registrable  Securities" shall have the meaning
given thereto in the Investor Rights Agreement.

                  (d) "Exchange Act" means the Securities  Exchange Act of 1934,
as  amended  (and  any  successor  thereto),   and  the  rules  and  regulations
promulgated thereunder;

                  (e) "Excluded  Registration"  means a  registration  statement
relating  solely to the sale of  securities of  participants  in a Company stock
plan, a registration relating to a corporate reorganization or transaction under
Rule 145 of the Securities Act, or a registration in which the only common stock
being  registered is common stock  issuable upon  conversion of debt  securities
which are also being registered;

                  (f) "Form S-3" means such form under the  Securities Act as in
effect on the date hereof or any successor  form under the  Securities  Act that
permits  significant  incorporation  by  reference of the  Company's  subsequent
public filings under the Exchange Act;

                  (g)  "Holder"  means  any   Stockholder   owning   Registrable
Securities or any permitted  assignee thereof in accordance with Section 2.12 of
this Agreement;

                  (h)  "Investor  Rights  Agreement"  shall  mean  that  certain
Amended  and  Restated  Investor  Rights  Agreement  in  substantially  the form
attached as Exhibit B-3 to the Amended and Restated Stock Purchase  Agreement of
even date herewith,  between the Company and the Investors party thereto, as the
same may be amended or modified  from time to time so long as such  amendment or
modification does not conflict with the terms of this Agreement.

                  (i) "register,"  "registered," and  "registration"  refer to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document in compliance  with


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<PAGE>

the Securities  Act, and the  declaration or ordering of  effectiveness  of such
registration statement or document;

                  (j)  "Registrable  Securities"  means (i) the Shares held by a
Holder  and  any  assignee  thereof  in  accordance  with  Section  2.12 of this
Agreement,  and (ii) any other  shares of Acquirer  Common  Stock  issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
which is issued as) a dividend  or other  distribution  with  respect  to, or in
exchange for or in replacement of, the Shares identified in (i);

                  (k) The  number  of  shares of  "Registrable  Securities  then
outstanding"  shall be determined by the number of Shares outstanding which are,
and the number of shares of  Acquirer  Common  Stock  issuable  pursuant to then
exercisable or convertible securities which are, Registrable Securities;

                  (l) "SEC" means the Securities and Exchange Commission; and

                  (m)  "Securities  Act" means the  Securities  Act of 1933,  as
amended (and any successor thereto),  and the rules and regulations  promulgated
thereunder.

            2.2 Request for Registration in Secondary Offering.

                  (a)  Notwithstanding  the  provisions  of Section 1 above,  if
after the one (1) year  anniversary  of the Effective  Time the Acquirer  Common
Stock has an Average Closing Price of $20.00 per share, and if the Company shall
receive a written request from the Holders of at least twenty-five percent (25%)
of the Registrable  Securities then outstanding (the "Initiating  Holders") that
the Company file a registration  statement under the Securities Act covering the
registration of Registrable Securities,  then, subject to the qualifications set
forth herein and to any limitations that the SEC may impose,  the Company shall,
within twenty (20) days after  receiving  such request,  give written  notice of
such request to all Holders and all Clearlake Holders and shall,  subject to the
limitations of subsection 2.2(b),  use commercially  reasonable efforts to cause
to be registered under the Securities Act all of the Registrable Securities that
each such Holder and all of the Clearlake Registrable  Securities that each such
Clearlake Holder has requested to be registered as expeditiously as possible.

                  (b)  If  the  Initiating  Holders  intend  to  distribute  the
Registrable  Securities  covered by their  request by means of an  underwriting,
they shall so advise  the  Company as a part of their  request  and the  Company
shall include such  information in the written notice  referred to in subsection
2.2(a). The underwriter will be selected by the Company, which underwriter shall
be  reasonably  acceptable  to a  majority  in  interest  of the  Holders  whose
Registrable  Securities are to be included in the  underwriting.  In such event,
the  right  of  any  Holder  to  include  his  Registrable  Securities  in  such
registration  shall be  conditioned  upon such  Holder's  participation  in such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting  (unless otherwise mutually agreed by a majority in interest of the
Initiating  Holders and such Holder) to the extent provided herein.  The Company
and  all  Holders   proposing  to  distribute  their  securities   through  such
underwriting  shall enter into an underwriting  agreement in customary form with
the underwriter or underwriters selected for such


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<PAGE>

underwriting.  Notwithstanding  any other  provision of this Section 2.2, if the
underwriter  advises the Company in good faith that marketing  factors require a
limitation of the number of shares to be underwritten, then the Company shall so
advise all  Holders  of  Registrable  Securities  and all  holders of  Clearlake
Registrable  Securities  which would otherwise be underwritten  pursuant hereto,
and the number of shares of  Registrable  Securities  and Clearlake  Registrable
Securities that may be included in the underwriting shall be allocated among all
participating  Clearlake  Holders and Holders thereof,  including the Initiating
Holders,  in proportion (as nearly as  practicable) to the amount of Registrable
Securities  and  Clearlake  Registrable  Securities of the Company owned by each
participating  Holder and Clearlake  Holder.  In no event shall any  Registrable
Securities   or  Clearlake   Registrable   Securities   be  excluded  from  such
underwriting  unless all other securities are first excluded from such offering.
Any Registrable  Securities or Clearlake Registrable Securities excluded from or
withdrawn from such underwriting shall be withdrawn from registration.

                  (c)  Notwithstanding  the  foregoing,  if  the  Company  shall
furnish to the Initiating  Holders a certificate  signed by the President of the
Company stating that in the good faith judgment of the Board of Directors of the
Company it would be seriously  detrimental  to the Company and its  stockholders
for such registration statement to be filed, the Company shall have the right to
defer such filing for a period of not more than sixty (60) days after receipt of
the request of the Initiating Holders;  provided,  however, that the Company may
not  utilize  this right or the similar  right set forth in Section  2.4(b)(iii)
more than once in any 12-month period, and provided,  further,  that the Company
shall  not  register  any  securities  for the  account  of  itself or any other
stockholder during such 60-day period (other than in an Excluded Registration).

            2.3 Company Registration.

                  (a)  Notwithstanding  the  provisions  of Section 1 above,  if
after the one (1) year  anniversary  of the Effective  Time the Acquirer  Common
Stock has an Average Closing Price of $20.00 per share,  and if (but without any
obligation  to do so) the  Company  proposes  to  register  (including  for this
purpose a registration  effected by the Company for stockholders  other than the
Holders) any of its stock under the Securities Act in connection with the public
offering   of  such   securities   solely  for  cash  (other  than  an  Excluded
Registration),  the  Company  shall,  at such time,  promptly  give each  Holder
written  notice of such  registration.  Upon the written  request of each Holder
given  within  twenty  (20) days after  mailing of such notice by the Company in
accordance  with Section 5.5, the Company  shall,  subject to the  provisions of
Section 2.8, use commercially reasonable efforts to cause to be registered under
the Securities Act all of the  Registrable  Securities that each such Holder has
requested to be registered if any stock of the Company is registered.

                  (b) The Company  shall have the right to terminate or withdraw
any  registration   initiated  by  it  under  this  Section  2.3  prior  to  the
effectiveness  of such  registration  whether or not any  Holder has  elected to
include securities in such registration. The expenses of such registration shall
be borne by the Company, in accordance with Section 2.7 hereof.

            2.4 Form S-3 Registration. Notwithstanding the provisions of Section
1  above,  if after  the one (1)  year  anniversary  of the  Effective  Time the
Acquirer Common Stock


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<PAGE>

has an  Average  Closing  Price of $20.00 per share,  and if the  Company  shall
receive  from any  Holder or  Holders  of not less  than 25% of the  Registrable
Securities  then  outstanding  a written  request or  requests  that the Company
effect a registration  on Form S-3 and any related  qualification  or compliance
with respect to all or a part of the Registrable Securities owned by such Holder
or Holders,  then,  subject to the  qualifications  set forth  herein and to any
limitations that the SEC may impose, the Company will:

                  (a) promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders of Registrable
Securities and to all holders of Clearlake Registrable Securities;

                  (b) use commercially  reasonable efforts to effect, as soon as
practicable,  such registration and all such  qualifications  and compliances as
may be so requested and as would permit or facilitate the sale and  distribution
of all or such portion of such  Holder's or Holders'  Registrable  Securities as
are  specified  in  such  request,  together  with  all or such  portion  of the
Registrable Securities of any other Holder or Holders and all or such portion of
the Clearlake Registrable  Securities of any other Clearlake Holder or Clearlake
Holders  joining in such  request as are  specified in a written  request  given
within  fifteen (15) days after receipt of such written notice from the Company;
provided,  however,  that the Company  shall not be obligated to effect any such
registration,  qualification or compliance, pursuant to this Section 2.4: (i) if
Form S-3 is not available for such offering by the Holders; (ii) if the Holders,
together  with the holders of any other  securities  of the Company  entitled to
inclusion in such registration,  propose to sell Registrable Securities and such
other  securities  (if any) at an  aggregate  price to the  public  of less than
$5,000,000;  (iii) if the Company shall furnish to the Holders and the Clearlake
Holders a certificate signed by the President of the Company stating that in the
good  faith  judgment  of the Board of  Directors  of the  Company,  it would be
seriously  detrimental to the Company and its stockholders for such registration
statement to be filed, the Company shall have the right to defer such filing for
a period of not more than sixty (60) days  after  receipt of the  request of the
Holder or Holders under this Section 2.4;  provided,  however,  that the Company
shall not utilize  this right or the similar  right set forth in Section  2.2(c)
more than twice in any twelve (12) month period; (iv) if the Company has, within
the  twelve  (12)  month  period  preceding  the date of such  request,  already
effected  two (2)  registration  on Form S-3 for the  Holders  pursuant  to this
Section 2.4; (v) in any  jurisdiction  in which the Company would be required to
qualify to do business or to execute a general  consent to service of process in
effecting such  registration,  qualification or compliance unless the Company is
already  qualified  to do  business  or  subject  to  service of process in that
jurisdiction;  and (vi) during the period  ending one hundred  eighty (180) days
after the effective date of a registration statement subject to Section 2.3; and

                  (c)  subject  to  the  foregoing,  the  Company  shall  file a
registration  statement covering the Registrable Securities and other securities
so  requested  to be  registered  as soon as  practicable  after  receipt of the
request or requests of the Holders.

            2.5 Obligations of the Company. Whenever required under this Section
2 to effect the registration of any Registrable  Securities,  the Company shall,
as expeditiously as reasonably possible:


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<PAGE>

                  (a)  Prepare  and file with the SEC a  registration  statement
with respect to such Registrable  Securities and use all reasonable best efforts
to cause such registration statement to become effective,  and, upon the request
of  the  Holders  of  a  majority  of  the  Registrable   Securities  registered
thereunder, keep such registration statement effective for up to sixty (60) days
and in the case of a  registration  request  pursuant to Section 2.4 one hundred
eighty (180) days,  or until the  distribution  described  in such  registration
statement is completed, if earlier.

                  (b)  Prepare  and  file  with  the  SEC  such  amendments  and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as may be  necessary  to  comply  with  the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities covered by such registration  statement for up to sixty (60) days and
in the case of a registration request pursuant to Section 2.4 one hundred eighty
(180) days, or until the distribution  described in such registration  statement
is completed, if earlier.

                  (c) Promptly notify the Holders of the  effectiveness  of such
registration  statement,  and furnish to the Holders such numbers of copies of a
prospectus,  including any supplement to the prospectus,  in conformity with the
requirements  of the  Securities  Act,  and  such  other  documents  as they may
reasonably  request  in order  to  facilitate  the  disposition  of  Registrable
Securities owned by them.

                  (d)  Following  the  effective   date  of  such   registration
statement,  notify the Holders of any request by the SEC that the Company  amend
or supplement such registration statement, or the associated prospectus.

                  (e) Use all  reasonable  best  efforts to register and qualify
the  securities  covered  by  such  registration   statement  under  such  other
securities  or Blue  Sky  laws of such  jurisdictions  as  shall  be  reasonably
requested by the  Holders,  provided  that the Company  shall not be required in
connection  therewith or as a condition  thereto to qualify to do business or to
file a general consent to service of process in any such states or jurisdictions
unless the Company is already  qualified to do business or subject to service of
process in that jurisdiction.

                  (f) In the event of any underwritten  public  offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary form, with the managing underwriter of such offering.  Each Holder and
other security holder  participating in such underwriting  shall also enter into
and perform its obligations under such an agreement.

                  (g) Notify each Holder of  Registrable  Securities  covered by
such  registration  statement at any time when a prospectus  relating thereto is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing,  such  obligation to continue for sixty (60) days and in the case of a
registration  request  pursuant to Section 2.4 one hundred  eighty (180) days or
until the distribution described in such registration statement is completed, if
earlier.


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<PAGE>

                  (h) Cause all such Registrable  Securities registered pursuant
to this Section 2 to be listed on each national  securities  exchange or trading
system on which similar securities issued by the Company are then listed.

                  (i) Provide a transfer agent and registrar for all Registrable
Securities  registered  pursuant  hereunder  and a CUSIP  number  for  all  such
Registrable  Securities,  in each case not later than the effective date of such
registration.

                  (j) Make generally  available to its security holders,  and to
deliver to each Holder participating in the registration  statement, an earnings
statement of the Company that will satisfy the  provisions  of Section  11(a) of
the Securities Act covering a period of twelve (12) months  beginning  after the
effective date of such registration  statement as soon as reasonably practicable
after the termination of such twelve (12) month period.

            2.6 Information From Holders.  It shall be a condition  precedent to
the  obligations  of the Company to take any action  pursuant to this  Section 2
with  respect to the  Registrable  Securities  of any  selling  Holder that such
Holder shall furnish to the Company such information  regarding such Holder, the
Registrable  Securities  held by it, and the intended  method of  disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities. The Company shall have no obligation with respect to any
registration requested pursuant to Section 2.4 of this Agreement if, as a result
of the application of the preceding sentence, the anticipated aggregate offering
price of the Registrable  Securities to be included in the registration does not
equal or exceed the anticipated  aggregate offering price required to originally
trigger the Company's  obligation to initiate such  registration as specified in
subsection 2.4(b)(ii), whichever is applicable.

            2.7 Expenses of Registration.  All expenses other than  underwriting
discounts and commissions incurred in connection with registrations,  filings or
qualifications  pursuant  to  Sections  2.2,  2.3  and  2.4  including  (without
limitation)  all  registration,  filing and  qualification  fees,  printers' and
accounting  fees,  fees and  disbursements  of counsel for the Company,  and the
reasonable  fees and  disbursements  of one  counsel  for the  selling  Holders,
selected by them, shall be borne by the Company.

            2.8  Underwriting  Requirements.  In  connection  with any  offering
involving an underwriting of shares of the Company's  capital stock, the Company
shall  not be  required  under  Section  2.3  to  include  any  of the  Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters  selected by the Company
(or by other persons entitled to select the underwriters), and then only in such
quantity  as the  underwriters  determine  in  their  sole  discretion  will not
jeopardize  the success of the offering by the  Company.  If the total amount of
securities,   including   Registrable   Securities  and  Clearlake   Registrable
Securities,  requested by Holders and  Clearlake  Holders to be included in such
offering  exceeds the amount of  securities  sold other than by the Company that
the  underwriters  determine in their sole  discretion  is  compatible  with the
success of the  offering,  then the Company  shall be required to include in the
offering only that number of such securities,  including Registrable  Securities
and Clearlake Registrable Securities,  which the underwriters determine in their
sole  discretion will not jeopardize the success of the offering (the securities
so


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<PAGE>

included to be apportioned pro rata among the selling stockholders  according to
the total amount of  securities  entitled to be included  therein  owned by each
selling  stockholder or in such other proportions as shall mutually be agreed to
by such  selling  stockholders).  For  purposes of the  preceding  parenthetical
concerning  apportionment,  for any  selling  stockholder  which is a holder  of
Registrable  Securities and which is a venture capital fund, or a partnership or
corporation,  the affiliated funds, partners,  retired partners and stockholders
of such  holder,  or the estates  and family  members of any such  partners  and
retired partners and any trusts for the benefit of any of the foregoing  persons
shall be deemed to be a single "selling stockholder," and any pro-rata reduction
with respect to such  "selling  stockholder"  shall be based upon the  aggregate
amount  of  shares  carrying  registration  rights  owned  by all  entities  and
individuals included in such "selling stockholder," as defined in this sentence.

            2.9 Delay of Registration.  No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the  result  of  any   controversy   that  might  arise  with   respect  to  the
interpretation or implementation of this Section 2.

            2.10  Indemnification.  In the event any Registrable  Securities are
included in a registration statement under this Section 2:

                  (a) The Company will  indemnify and hold harmless each Holder,
each person, if any, who controls such Holder, the partners,  members,  officers
and directors,  of each Holder,  any  underwriter  (as defined in the Securities
Act) for such  Holder and each  person,  if any,  who  controls  such  Holder or
underwriter  within  the  meaning of the  Securities  Act or the  Exchange  Act,
against any losses, claims,  damages, or liabilities (joint or several) to which
they may become  subject  under the  Securities  Act,  the Exchange Act or other
federal or state law, insofar as such losses,  claims,  damages,  or liabilities
(or  actions  in  respect  thereof)  arise out of or are  based  upon any of the
following statements,  omissions or violations (collectively a "Violation"): (i)
any untrue statement or alleged untrue statement of a material fact contained in
such  registration  statement,  including  any  preliminary  prospectus or final
prospectus contained therein or any amendments or supplements thereto,  (ii) the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein,  or necessary to make the statements therein not misleading,  or
(iii) any violation or alleged  violation by the Company of the Securities  Act,
the Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state  securities law; and the
Company will pay to each such Holder, partner, member, officer, director, agent,
underwriter  or  controlling  person,  as incurred,  any legal or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss, claim, damage,  liability,  or action;  provided,  however,  that the
indemnity  agreement  contained in this  subsection  2.10(a)  shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability, or action
if such settlement is effected without the consent of the Company (which consent
shall not be  unreasonably  withheld),  nor shall the  Company  be liable to any
Holder,  underwriter or  controlling  person for any such loss,  claim,  damage,
liability,  or action to the  extent  that it arises  out of or is based  upon a
Violation  which  occurs  in  reliance  upon  and  in  conformity  with  written
information  furnished expressly for use in connection with such registration by
any such Holder,  partner,  member,  officer,  director,  agent,  underwriter or
controlling person.


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<PAGE>

                  (b) Each selling  Holder will  indemnify and hold harmless the
Company,  each of its  directors,  its  officers  and each  person,  if any, who
controls the Company within the meaning of the Securities Act, any  underwriter,
any other Holder  selling  securities  in such  registration  statement  and any
controlling person of any such underwriter or other Holder,  against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject,  under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses,  claims,  damages,  or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such  Violation  occurs in
reliance  upon and in  conformity  with  written  information  furnished by such
Holder  expressly for use in connection  with such  registration;  and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any person intended to be indemnified  pursuant to this subsection  2.10(b),  in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability, or action; provided,  however, that the indemnity agreement contained
in this subsection  2.10(b) shall not apply to amounts paid in settlement of any
such loss,  claim,  damage,  liability or action if such  settlement is effected
without the  consent of the  Holder,  which  consent  shall not be  unreasonably
withheld,  and  provided,  further,  that in no event shall any  indemnification
obligation  by a Holder under this  Subsection  2.10(b)  exceed the net proceeds
from the offering received by such Holder.

                  (c) Promptly after receipt by an indemnified  party under this
Section  2.10  of  notice  of the  commencement  of any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.10, deliver to
the  indemnifying  party a written  notice of the  commencement  thereof and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,   to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the  parties;  provided,  however,  that an  indemnified  party
(together with all other  indemnified  parties which may be represented  without
conflict by one counsel)  shall have the right to retain one  separate  counsel,
with the reasonable fees and expenses to be paid by the  indemnifying  party, if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action, if prejudicial to its ability to defend such action,  shall relieve such
indemnifying  party of any liability to the indemnified party under this Section
2.10, but the omission so to deliver  written notice to the  indemnifying  party
will not relieve it of any liability that it may have to any  indemnified  party
otherwise than under this Section 2.10.

                  (d) If the  indemnification  provided for in this Section 2.10
is  determined to be  unavailable  to an  indemnified  party with respect to any
loss,  liability,  claim,  damage  or  expense  referred  to  therein,  then the
indemnifying  party, in lieu of indemnifying  such indemnified  party hereunder,
shall  contribute to the amount paid or payable by such  indemnified  party as a
result of such loss, liability,  claim, damage, or expense in such proportion as
is appropriate to reflect the relative  fault of the  indemnifying  party on the
one  hand and of the  indemnified  party on the  other  in  connection  with the
statements or omissions that resulted in such loss, liability,  claim, damage or
expense as well as any other relevant equitable


                                       9
<PAGE>

considerations;  provided,  that in no event shall any  contribution by a Holder
under this Subsection 2.10(d) exceed the lesser of (A) the net proceeds from the
offering  received  by such  Holder or (B) the extent to which such Holder is at
fault. The relative fault of the indemnifying party and of the indemnified party
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material  fact relates to  information  supplied by the  indemnifying
party or by the indemnified party and the parties'  relative intent,  knowledge,
access to  information,  and opportunity to correct or prevent such statement or
omission.

                  (e) The  obligations  of the Company  and  Holders  under this
Section  2.10 shall  survive  the  completion  of any  offering  of  Registrable
Securities in a registration statement under this Section 2, and otherwise.

            2.11 Reports Under the Exchange Act. With a view to making available
to the Holders the benefits of Rule 144 promulgated under the Securities Act and
any other rule or  regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public without registration or pursuant to
a registration on Form S-3, the Company agrees to:

                  (a) make and keep public information available, as those terms
are  understood  and defined in SEC Rule 144,  at all times after the  effective
date of any public  offering of the Company's  securities so long as the Company
remains  subject to the periodic  reporting  requirements  under  Sections 13 or
15(d) of the Exchange Act;

                  (b) take such action,  including the voluntary registration of
its Common Stock under Section 12 of the Exchange Act, as is necessary to enable
the Holders to utilize  Form S-3 for the sale of their  Registrable  Securities,
such action to be taken as soon as practicable  after the end of the fiscal year
in which the first registration  statement filed by the Company for the offering
of its securities to the general public is declared effective;

                  (c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and

                  (d) furnish to any Holder upon request,  so long as the Holder
owns any Registrable Securities,  (i) a written statement by the Company that it
has complied with the reporting requirements of SEC Rule 144, the Securities Act
and the Exchange Act, or that it qualifies as a registrant  whose securities may
be  resold  pursuant  to Form  S-3,  (ii) a copy of the most  recent  annual  or
quarterly report of the Company and such other reports and documents so filed by
the Company,  and (iii) such other information as may be reasonably requested in
availing  any  Holder of any rule or  regulation  of the SEC which  permits  the
selling of any such securities without registration or pursuant to such form.

            2.12  Assignment  of  Registration  Rights.  The rights to cause the
Company to register  Registrable  Securities  pursuant to this  Section 2 may be
assigned (but only with all related  obligations) by a Holder to a transferee or
assignee (i) that is a subsidiary,  parent,  partner,  limited partner,  retired
partner,  member,  retired member or  stockholder  of a Holder,  (ii) that is an
affiliated fund, (iii) who is a Holder's child, stepchild,  grandchild,  parent,
stepparent,


                                       10
<PAGE>

grandparent,   spouse,  sibling,   mother-in-law,   father-in-law,   son-in-law,
daughter-in-law,  brother-in-law,  or sister-in-law (such a relation, a Holder's
"Immediate Family Member", which term shall include adoptive relationships),  or
(iv) that is a trust for the benefit of an  individual  Holder or such  Holder's
Immediate Family Member, provided the Company is, within a reasonable time after
such  transfer,  furnished  with written  notice of the name and address of such
transferee  or  assignee  and  the   securities   with  respect  to  which  such
registration  rights  are  being  assigned;  and  provided,  further,  that such
assignment  shall be effective  only if the  transferee  agrees in writing to be
bound by this  Agreement  and  immediately  following  such transfer the further
disposition of such securities by the transferee or assignee is restricted under
the  Securities  Act.  For the purposes of  determining  the number of shares of
Registrable  Securities  held by a  transferee  or  assignee,  the  holdings  of
transferees  and  assignees  of (x) a  partnership  who are  partners or retired
partners of such partnership or (y) a limited  liability company who are members
or retired members of such limited liability company (including Immediate Family
Members of such partners or members who acquire Registrable  Securities by gift,
will or  intestate  succession)  shall  be  aggregated  together  and  with  the
partnership  or limited  liability  company;  provided  that all  assignees  and
transferees  who would not qualify  individually  for assignment of registration
rights shall have a single  attorney-in-fact  for the purpose of exercising  any
rights, receiving notices or taking any action under Section 2.

            2.13  Rule  415  Limitations.   Notwithstanding   anything  in  this
Agreement  to the  contrary,  if the  SEC  refuses  to  declare  a  registration
statement  filed  pursuant  to this  Agreement  effective  as a valid  secondary
offering under Rule 415  promulgated  under the Securities Act due to the number
of Registrable  Securities sought to be included in such registration  statement
relative to the number of shares of Acquirer  Common  Stock  outstanding  or the
number of outstanding  shares of Acquirer Common Stock held by non-affiliates or
for any other reason,  then,  without any liability  under this Agreement or any
further obligation to register such excess Registrable  Securities,  the Company
shall be permitted to reduce the number of  Registrable  Securities  included in
such registration statement to an amount that does not exceed an amount that the
SEC allows for the offering  thereunder to qualify as a valid secondary offering
under Rule 415. The Company shall not be liable for damages under this Agreement
as to any  Registrable  Securities  that  are  not  permitted  by the  SEC to be
included in a registration statement due to SEC guidance relating to Rule 415.

            2.14  Clearlake  Limitations.   Notwithstanding   anything  in  this
Agreement to the contrary,  the rights and obligations of the parties  hereunder
shall be subject to their  respective  rights and  obligations  set forth in the
Investor Rights  Agreement.  In the event of any conflict between this Agreement
and the Investor  Rights  Agreement,  the  Investor  Rights  Agreement  shall be
controlling.


                                       11
<PAGE>

      3.  Permitted  Transfers.  Notwithstanding  the provisions of Section 1 or
anything to the contrary  herein,  any  Stockholder  may transfer all or part of
such  Stockholder's  Shares  to (i) his  ancestors,  descendants,  siblings,  or
spouse, any executor or administrator of his estate, or to a custodian, trustee,
executor, or other fiduciary primarily for the account of the Stockholder or his
ancestors,  descendants,  siblings,  or spouse, (ii) an affiliate (as defined in
Rule 405 of  Regulation  D under  the  Securities  Act),  or (iii) to any  other
Stockholder  who is a  party  to  this  Agreement  (collectively,  an  "Exempted
Transferee");  provided,  that this  Agreement  shall be binding  upon each such
Exempted Transferee and, prior to the completion of such transfer, each Exempted
Transferee or his or its legal  representative  shall have executed documents in
form and substance  reasonably  satisfactory to the Company,  evidenced by their
written  acknowledgment  of such  satisfaction,  assuming the obligations of the
Stockholder  under this Agreement with respect to the transferred  Shares.  Such
transferred  shares  shall  remain  "Shares"  hereunder,  and  references  to  a
"Stockholder"  hereunder shall be deemed  thereafter to apply to and include the
transferor or transferees of any such Shares.

      4. Release of Claims. In consideration for the benefits provided hereunder
and under the Merger Agreement,  effective as of the consummation of the Merger,
each of the Stockholders do hereby release and forever discharge (the "Release")
HOVRS,  the Surviving  Corporation and Acquirer and their  officers,  directors,
employees,  affiliates  and agents  (the  "Released  Parties")  from any and all
manner of action or  actions,  cause or causes of  action,  in law or in equity,
suits, contracts,  agreements,  promises,  liability,  claims, demands, damages,
attorneys' fees or expense, of any nature whatsoever, known or unknown, fixed or
contingent, arising out of or related to the ownership of securities of HOVRS by
the  undersigned  holders  or by reason of the  undersigned  holders'  status as
holders of the capital stock of HOVRS (other than actions,  causes of action, in
law or in equity, suits, contracts,  agreements,  promises,  liability,  claims,
demands, damages,  attorneys' fees or expenses to the extent they arise pursuant
to or in connection with the Merger,  the Merger  Agreement and the other Merger
Documents). Stockholder hereby expressly waives any rights or benefits available
under the provisions of Section 1542 of the California  Code, which is quoted as
follows:

      "A GENERAL  RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR  DOES NOT
      KNOW OR  SUSPECT  TO EXIST  IN HIS  FAVOR  AT THE  TIME OF  EXECUTING  THE
      RELEASE,  WHICH  IF  KNOWN  BY  HIM  MUST  HAVE  MATERIALLY  AFFECTED  HER
      SETTLEMENT WITH THE DEBTOR."

Stockholder  fully  understands  the  statutory  language  of said  section  and
nevertheless elects to and hereby does release each of the Released Parties from
all claims it may have against any of them,  whether  known or unknown,  arising
from the subject matter of the Release, and specifically waives any rights which
it may have under said section.  Stockholder fully understands that if the facts
with respect to this  Release are found  hereafter to be other than or different
from the facts now  believed to be true,  it  expressly  accepts and assumes the
risk of such possible difference in fact notwithstanding any such differences.


                                       12
<PAGE>

      5. Miscellaneous.

            5.1 Notice. All notices and other communications  hereunder shall be
in writing and shall be deemed duly  delivered:  (i) upon  receipt if  delivered
personally;  (ii)  three  business  days after  being  mailed by  registered  or
certified mail, postage prepaid,  return receipt  requested;  (iii) one business
day  after it is sent by  commercial  overnight  courier  service;  or (iv) upon
transmission  if sent via facsimile with  confirmation of receipt to the parties
at the  following  address  (or at such  other  address  for a party as shall be
specified upon like notice):

                  If to the Company to:

                           GoAmerica, Inc.
                           433 Hackensack Avenue
                           Hackensack, NJ  07601
                           Attention:  Daniel R. Luis
                           Fax: (201) 996-1772
                           Tel: (201) 996-1717

                  with a copy to:

                           Chadbourne & Parke LLP
                           1200 New Hampshire Avenue, N.W.
                           Washington, DC  20036
                           Attention:  Dana Frix
                           Fax: (973) 974-679
                           Tel: (202) 974-5691

                  If to any Stockholder,

                           to the address set forth below such
                           Stockholder's name on Schedule A hereto

                  with a copy to:

                           Orrick, Herrington & Sutcliffe LLP
                           405 Howard Street
                           San Francisco, CA 94105
                           Attention:  Richard Smith
                           Fax: (415) 773-5759
                           Tel: (415) 773-5830

            5.2.  Entire   Agreement.   This  Agreement   supersedes  all  prior
agreements   between  the  parties  with  respect  to  its  subject  matter  and
constitutes  a complete and  exclusive  statement of the terms of the  agreement
between the parties with respect to its subject matter.


                                       13
<PAGE>

            5.3. No Other Rights.  Nothing in this Agreement shall be considered
to give any person other than the parties any legal or equitable right, claim or
remedy under or in respect of this Agreement or any provision of this Agreement.
This Agreement and all of its provisions are for the sole and exclusive  benefit
of the parties and their respective successors and permitted assigns.

            5.4. Equitable Relief.  Each of the parties hereto acknowledges that
a breach by it of any provision contained in this Agreement will cause the other
parties to sustain  damage for which they would not have an  adequate  remedy at
law for money  damages,  and therefore each of the parties hereto agrees that in
the event of any such  breach,  the  aggrieved  party  shall be  entitled to the
remedy of  specific  performance  of such  agreement  and  injunctive  and other
equitable relief in addition to any other remedy to which it may be entitled, at
law or in equity.

            5.5 Severability. If any provision of this Agreement is held invalid
or unenforceable by a court of competent  jurisdiction,  the other provisions of
this  Agreement  shall  remain in full force and effect.  Any  provision of this
Agreement  which is held invalid or  unenforceable  only in part shall remain in
full force and effect to the extent not held invalid or unenforceable.

            5.6  Headings.  All  references  in this  Agreement  to "section" or
"sections" refer to the corresponding  numbered  paragraph or paragraphs of this
Agreement.  All words used in this  Agreement  shall be  construed  to be of the
appropriate gender or number as the context requires. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms.

            5.7  Counterparts.  This  Agreement  may be  executed in one or more
counterparts,  each of  which  shall  be  considered  an  original  copy of this
Agreement  and all of  which,  when  taken  together,  shall  be  considered  to
constitute one and the same agreement.

            5.8 Governing Law. This Agreement shall be governed by and construed
in  accordance  with the laws of the  State of New York  without  regard to that
state's conflicts of laws principles.

            5.9 Amendments;  Waivers. Any amendment or modification of or to any
provision of this Agreement,  and any consent to any departure of any party from
the terms of any provision of this  Agreement,  shall be effective only if it is
made or given in writing and signed by each party. Notwithstanding the foregoing
sentence,  any  failure  of any of the  parties to comply  with any  obligation,
covenant,  agreement or condition  herein may be waived by any party entitled to
the benefits thereof only by a written  instrument signed by such party granting
such waiver,  but such waiver or failure to insist upon strict  compliance  with
such obligation,  covenant, agreement or condition shall not operate as a waiver
of, or estoppel with respect to, any subsequent or other failure. The failure of
any party to assert any of its rights under this  Agreement  or otherwise  shall
not constitute a waiver of those rights.

                  5.10 Successors and Assigns. This Agreement shall apply to, be
binding in all


                                       14
<PAGE>

respects  upon and inure to the  benefit  of the  parties  and their  respective
successors  and permitted  assigns.  No party may assign any of its rights under
this Agreement without the prior written consent of each of the other parties.

                         [Signatures on following page]


                                       15
<PAGE>

            IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be
duly executed as of the date first above written.

                                   GOAMERICA, INC.

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

                                   STOCKHOLDERS:

                                   /s/ Ronald Obray
                                   ----------------
                                       Ronald Obray

                                   /s/ Denise Obray
                                   ----------------
                                       Denise Obray

                                   /s/ Edmond Routhier
                                   -------------------
                                       Edmond Routhier

                                   CAYMUS INVESTMENT GROUP II, LLC

                                   By: /s/ Edmond Routhier
                                       ---------------------
                                   Its: Authorized Signatory

                                   CAYMUS OBRAY, LLC

                                   By: /s/ Edmond Routhier
                                       ---------------------
                                   Its: Authorized Signatory

          [Signature page to Lock-up and Registration Rights Agreement]

                  [Also signed by other former stockholders of
                      Hands On Video Relay Services, Inc.]


                                       16