Exhibit 10.1

        


        
        GoAmerica, Inc.

        433 Hackensack Avenue, 3rd Floor

        Hackensack, NJ 07601


        


        
        January 1, 2008


        


        
        CCP A, L.P.

        650 Madison Avenue, 23rd Floor

        New York, New York 10022

        Attn: Mr. Behdad Eghbali and Mr. Steve Chang

         

        Clearlake Capital Group, L.P.

        650 Madison Avenue, 23rd Floor

        New York, New York 10022

        Attn: Mr. Behdad Eghbali and Mr. Steve Chang

         

                            Re:
        Extensions


        


        
        Dear Behdad and Steve:

         


        
        We are writing this letter agreement in connection with actions to be taken with respect to
        the following agreements:

         


        
        (a) Asset Purchase Agreement, dated as of August 1, 2007, as amended through the date
        hereof (the “Asset Purchase Agreement”), by and between MCI
        Communications Services, Inc., a Delaware corporation, and GoAmerica Relay Services Corp.
        (formerly Acquisition 1 Corp.), a Delaware corporation and a wholly-owned subsidiary of
        GoAmerica, Inc., a Delaware corporation
        (“GoAmerica”);


        


        
        (b) Agreement and Plan of Merger, dated as of September 12, 2007, as amended by the side
        letters dated September 17, 2007, October 8, 2007, October 11, 2007 and November 6, 2007,
        as amended through the date hereof (the “Merger Agreement”), by and
        among GoAmerica, HOVRS Acquisition Corporation, a Delaware
        corporation and wholly owned subsidiary of GoAmerica, Hands On Video Relay Services, Inc.,
        a Delaware corporation (“Hands On”), and Bill M. McDonagh as
        stockholders’ agent;


        


        
        (c) Amended and Restated Series A Preferred Stock Purchase Agreement, dated as of September
        12, 2007, as amended (the “Stock Purchase Agreement”), by and between
        GoAmerica and CCP A, L.P. (the “Investor”);


        


        
        (d) Amended and Restated First Lien Commitment Letter, dated as of September 12, 2007, by
        and between GoAmerica and the Investor (the “First Lien Letter”);
        and












         
        


        


        
        (e) Amended and Restated Second Lien Commitment Letter, dated as of September 12, 2007, by
        and between GoAmerica and the Investor (the “Second Lien Letter”)


        


        
        This letter agreement confirms the mutual understanding of GoAmerica, Clearlake Capital
        Group, L.P. (“Clearlake”) and the Investor with respect to the
        following:


        


        
                  1.
             GoAmerica proposes to extend the termination date under the
        Asset Purchase Agreement and to make certain other changes to the Asset Purchase Agreement
         by entering into an amendment to the Asset Purchase Agreement in the form of
        Exhibit A annexed hereto. The Investor and
        Clearlake consent to such amendment.


        


        
                  2.     GoAmerica
        proposes to extend the termination date under the Merger Agreement by entering into an
        amendment to the Merger Agreement in the form of Exhibit B annexed hereto. The
        Investor and Clearlake consent to such amendment.


        


        
                  3.     All
        references to the date “December 31, 2007” in Section 11.1(c)(i) of the Stock
        Purchase Agreement shall hereinafter be deemed to be references to the date “January
        10, 2008”.


         
        


        
                  4.     
        All references to the date “December 31, 2007” in the last sentence of Section
        1(b) of the First Lien Letter and in Section 2 of the First Lien Letter shall hereinafter
        be deemed to be references to the date “January 10, 2008”.


        


        
        This letter agreement shall
        be governed by the internal laws of the State of New York, without regard to conflict of
        laws principles, except for applicable Federal law.


        


        
        EACH OF GOAMERICA, CLEARLAKE
        AND THE INVESTOR HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
        OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS LETTER AGREEMENT OR ANY DEALINGS
        BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LETTER AGREEMENT.






	  	
Very
truly yours, 

GOAMERICA, INC. 

By: /s/ Daniel R.
Luis 
Name: Daniel R. Luis 
Title: Chief Executive Officer  








        
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        ACKNOWLEDGED AND AGREED TO THIS 1st DAY OF January, 2008:


        




        CCP A, L.P.

         

         By: Clearlake Capital Partners, LLC

        Its: General Partner

         

            By: CCG Operations, LLC

           Its: Managing Member

         

              By: /s/ Steve
        Chang

             Name: Steve Chang

             Title: Authorized Signatory


        




        CLEARLAKE CAPITAL GROUP,
        L.P.


        


        
        




        By: CCG Operations, LLC

        Its: General Partner

         

           By: /s/ Steve Chang




           Name: Steve Chang

           Title:


         
        


        
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        EXHIBIT A

         

         AMENDMENT TO THE ASSET PURCHASE AGREEMENT


         


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        EXHIBIT B

         

         AMENDMENT TO THE MERGER AGREEMENT


         
        


        
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