Exhibit 10.2

  

        


        
        Execution Copy

        


        
        AMENDMENT NO. 2 TO


        
        ASSET PURCHASE AGREEMENT




              THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
        (“Amendment”) is entered into as of January 1, 2008, by and between MCI
        COMMUNICATIONS SERVICES, INC., a Delaware corporation
        (“Seller”), and GOAMERICA RELAY SERVICES CORP., a Delaware corporation
        formerly known as Acquisition 1 Corp.
        (“Buyer”; each of Buyer and Seller shall be referred to from time to time as a
        “Party” and collectively as the
        “Parties”).


        
        R E C I T A L S




              WHEREAS, Buyer and Seller are the parties to the Asset
        Purchase Agreement dated as of August 1, 2007, as amended by Amendment No. 1 dated as of
        November 21, 2007 (as amended, the
        “APA”),
        relating to the sale by Seller and purchase by Buyer of certain assets used in the
        operation by Seller of a business of providing telecommunications relay services.
        Capitalized terms used in this Amendment without definition shall have the meanings given
        to them in the APA;




              WHEREAS, to accommodate Buyer’s need to arrange for
        accumulation and transfer of the funds needed to pay the Purchase Price at Closing, Buyer
        has requested that the Termination Date under the APA be extended and the Closing Date be
        established to occur on the amended Termination Date; and




              WHEREAS, Seller is willing to accommodate Buyer’s
        request upon and subject to the terms and conditions herein set forth, and accordingly the
        Parties wish to amend the APA as set forth in this
        Amendment;




              NOW, THEREFORE, in consideration of the premises and the
        mutual representations, warranties, covenants, agreements and conditions herein contained,
        and intending to be legally bound, the parties hereto agree as follows:


        
              1.     
        Amendment of
        APA.




                 (a)     The
        first sentence of Section 9.1(a) is amended to read in its entirety as follows:


        Anything herein or
        elsewhere to the contrary notwithstanding, this Agreement shall terminate automatically if
        the Closing has not occurred by midnight Friday January 10, 2008 (the
        “Termination
        Date”).

         




                 (b)     The
        first sentence of Section 10.1(a) is amended to read in its entirety as follows:

Unless this
        Agreement is terminated pursuant to Section 9.1, the closing
        (“Closing”) of the transactions contemplated by this Agreement shall take place on January 10,
        2008.

        









 




                 (c)     The
        definition of Net Working Capital in Section 1.1 is amended to read in its entirety as
        follows:




              “Net Working Capital” means the
        sum of: (x) all Trade Receivables, plus (y) prepaid expenses related to marketing and
        prepaid rents under Facilities Leases, minus (z) Employee Liabilities.






                 (d)      The first sentence of Section 2.4.1 is amended to read in
        its entirety as follows:


        




              The aggregate consideration for the Purchased Assets shall be
        (a) cash in the amount of Forty-Six
        Million Dollars
        ($46,000,000.00) (the
        “Base Purchase
        Price”, comprising the Deposit and the
        Closing Payment), as it may be adjusted pursuant to
        Section 2.4.2 (as so
        adjusted, the “Purchase
        Price”), (b) the Earn-Out, and (c) the
        assumption of the Assumed Liabilities.


        


        (e) Paragraph 2.4.1 is amended
        such that the second sentence of that paragraph reads, in its entirety, as follows:


        




              Prior to or simultaneously with the execution of this
        Agreement, Buyer shall pay to Seller a cash deposit in the amount of
        One Million Dollars
        ($1,000,000.00) in
        immediately available United States funds to an account designated by Seller and on January
        2, 2008, Buyer shall pay to Seller a second cash deposit in the amount of
        One Million Dollars ($1,000,000.00)
        in immediately available United States funds to an account
        designated by Seller (both payments together the
        “Deposit”).


        


        
             2.     
        Satisfaction of Closing
        Conditions. Each of Buyer and Seller hereby
        acknowledges, confirms and agrees that each and all of the conditions set forth in Section
        6.1 and 6.2 of the APA, respectively, to its obligation to consummate the transactions set
        forth in the APA have been and remain satisfied as of the date of this Amendment and it has
        no reason to believe that any such condition will not be satisfied as of the Closing Date.
        Buyer agrees that it shall have no further rights, and Seller shall have no further
        obligations, pursuant to Section 5.7 of the APA on or after the date of this
        Amendment.




             3.     
        Waiver and Release of
        Claims. Buyer has informally made certain claims
        and assertions relating to information provided by Seller to Buyer, or allegedly withheld
        by Seller from Buyer, relating to the Business. Buyer hereby confirms that it has satisfied
        itself with respect to such claims and assertions and that it knows of no basis for
        asserting that Seller has misrepresented the Business, the Purchased Assets or the Assumed
        Liabilities to Buyer or any officer, director, employee, agent or representative of Buyer.
        Buyer hereby waives, and releases Seller and each Seller Indemnified Party from, any and
        all claims and liability whatsoever for Losses relating to the Business, the Purchased
        Assets, the Assumed Liabilities, the APA or the dealings of the Parties connected with the
        negotiation and execution of the APA and the consummation of the transactions contemplated
        by the APA, other than Losses which Seller is obligated to indemnify against pursuant to
        Section 8.2 of the APA.

-2-











             4.     
        Best Efforts to
        Close. Buyer will undertake its best efforts to
        close the transaction contemplated by the APA as soon as possible and in any event by the
        Termination Date.



             5.     
        No Other Changes.
        Except as amended hereby, the APA remains in full force and effect in accordance with its
        terms.






             6.     
        Counterparts.
        This Amendment may be executed in any number of counterparts and any party hereto may
        execute any such counterpart, each of which when executed and delivered shall be deemed to
        be an original and all of which counterparts taken together shall constitute but one and
        the same instrument. This Amendment shall become binding when one or more counterparts
        taken together shall have been executed and delivered by all of the parties. It shall not
        be necessary in making proof of this Amendment or any counterpart hereof to produce or
        account for any of the other counterparts.




        [Remainder of page intentionally left
        blank]

-3-














        


        
        [Signature page of Amendment No. 2 to Asset Purchase
        Agreement]

         




              IN WITNESS WHEREOF, the parties hereto have duly executed
        this Amendment as of the date first written above.


        


        



	GOAMERICA RELAY SERVICES CORP.	MCI COMMUNICATIONS SERVICES, INC.
	 	 	 	 
	

      
                    By:

    	

      
                    /s/ Dan Luis
      


    	

      
                    By:

    	

      
                    /s/ Randal S. Milch
      


    
	 	

      
                    Name: Dan Luis

        Title: CEO

    	

      
                         

    	

      
                    Name: Randal S. Milch

        Title: Senior Vice President and General
                    Counsel