ESCROW AGREEMENT

      This ESCROW AGREEMENT (this  "Agreement")  dated as of November 7, 2000 is
by and among GoAmerica,  Inc.  ("GoAmerica"),  Flash Creative  Management,  Inc.
("Flash")  the   shareholders   of  Flash  listed  on  Schedule  A  hereto  (the
"Shareholders")  and American Stock  Transfer & Trust  Company,  as escrow agent
(the "Escrow Agent").

                               W I T N E S S E T H

      WHEREAS,  this Agreement is made pursuant to the Asset Purchase  Agreement
(the "Purchase  Agreement") dated as of October 31, 2000 by and among GoAmerica,
GoAmerica  Communications Corp. ("Sub"), the Shareholders and Flash. Capitalized
terms used herein  shall have the  respective  meanings  ascribed to them in the
Purchase Agreement, unless the context requires otherwise.

      WHEREAS,  pursuant  to the  Purchase  Agreement,  (a)  Sub has  agreed  to
purchase  substantially  all of the  assets and assume  certain  liabilities  of
Flash,  (b)  GoAmerica  has agreed to issue shares of GoAmerica  Common Stock to
Flash as partial payment for the Assets,  (c) Flash has agreed, by acceptance of
the Purchase Price pursuant to the terms of the Purchase Agreement, to indemnify
the GoAmerica  Indemnitees for  Indemnifiable  Losses,  and (d) the Shareholders
have agreed to jointly and  severally  assume such  indemnity  obligation in the
event of the  dissolution,  liquidation or winding up of the affairs of Flash or
earlier  distribution of the Cash  Consideration  or Stock  Consideration to the
Shareholders.

      WHEREAS,  Section 2.5 of the Purchase  Agreement provides that one or more
certificates  representing  an aggregate of fifteen  percent  (15%) of the Stock
Consideration  issuable  to Flash  (the  "Escrow  Shares"),  shall be issued and
delivered  to the  Escrow  Agent and shall be placed in an escrow  account  (the
"Escrow Account")  pursuant to this Agreement to settle claims for Indemnifiable
Losses that may arise pursuant to the Purchase Agreement.

      WHEREAS, the parties desire to establish the terms and conditions pursuant
to which the Escrow Shares will be deposited  and held in, and  delivered  from,
the Escrow Account.

      NOW, THEREFORE, in consideration of the foregoing and the mutual promises,
representations,  warranties,  covenants and agreements  contained herein and in
the Purchase  Agreement,  the parties  hereto,  intending  to be legally  bound,
hereby agree as follows:


1.  APPOINTMENT OF ESCROW AGENT.
    ---------------------------

      GoAmerica and Flash hereby appoint and designate American Stock Transfer &
Trust Company as the Escrow Agent for the purposes herein set forth and American
Stock Transfer & Trust Company hereby accepts such appointment, all on the terms
and subject to the conditions of this Agreement.


<PAGE>


2.  ACKNOWLEDGMENT OF RECEIPT OF THE PURCHASE AGREEMENT.
    ---------------------------------------------------

      The Escrow  Agent  hereby  acknowledges  receipt of a copy of the Purchase
Agreement,  but, except for reference  thereto for  definitions  incorporated by
reference  herein and as provided in Section 5 hereof,  the Escrow  Agent is not
charged  with any  duties  or  responsibilities  with  respect  to the  Purchase
Agreement.


3.  ESCROW SHARES.
    -------------

      3.1. GoAmerica hereby agrees to provide to the Escrow Agent,  within three
(3)  business  days  after  the  date  hereof,  one or more  stock  certificates
representing  the  number  of Escrow  Shares to be held in escrow by the  Escrow
Agent. Each stock certificate so deposited on behalf of Flash shall be issued in
the name of the Escrow  Agent,  as escrow  agent for  GoAmerica  and Flash.  The
Escrow  Agent  acknowledges  and agrees,  as transfer  agent and  registrar  for
GoAmerica,  to use its best  efforts to process such  certificates  on behalf of
GoAmerica  within the foregoing  timeframe.  The Escrow Shares,  as such term is
used herein,  shall include the initial Escrow Shares deposited by GoAmerica and
the "Additional Escrow Account" as that term is defined in Section 3.2.

      3.2. Any and all dividends payable in securities or other distributions of
any kind made in respect to the Escrow Shares, except cash dividends which shall
be paid directly to Flash (the "Additional  Escrow  Account"),  shall be held in
escrow pursuant to this Agreement;  provided, however, that Flash shall have the
voting  rights with respect to the Escrow  Shares so long as such Escrow  Shares
are held in escrow.  GoAmerica  shall take any and all  reasonable and necessary
steps to allow the  exercise  of such  voting  rights.  While the Escrow  Shares
remain  subject  to this  Agreement,  Flash  shall  retain  and shall be able to
exercise all other  incidents  of  ownership  of the Escrow  Shares that are not
inconsistent with the terms and conditions hereof.

      3.3.  Flash shall be  responsible  for any tax liability and tax reporting
obligations attributable to (a) the placement of the Escrow Shares in the Escrow
Account  and (b) the  payment of any  dividends,  to the extent  paid,  or other
amounts payable to Flash with respect to the Escrow Shares and shall provide the
Escrow Agent with executed and completed Internal Revenue Service Forms W-9.

      3.4. Except as contemplated  hereunder, no Escrow Shares or any beneficial
interest therein may be pledged,  hypothecated,  or permitted to suffer any lien
or encumbrance by Flash or the  Shareholders,  including by operation of law, or
be taken or reached by any legal or  equitable  process in  satisfaction  of any
debt or  other  liability  of Flash  or any  Shareholder,  prior to the date the
Escrow  Agent is required to deliver  the Escrow  Shares to Flash in  accordance
with the terms of this Agreement.


                                        2

<PAGE>


4.  INDEMNIFICATION LIABILITY OF FLASH AND ITS SHAREHOLDERS.
    -------------------------------------------------------

      The  obligations  of Flash and its  Shareholders  regarding  liability for
indemnification  to the GoAmerica  Indemnitees shall be governed by the Purchase
Agreement.  The  terms,  conditions,  covenants  and  provisions  regarding  the
indemnification  obligations  of Flash set forth in the Purchase  Agreement  are
hereby incorporated in full by reference herein.


5.  DISTRIBUTION EVENTS.
    -------------------

      5.1. At any time or times prior to the termination  hereof,  GoAmerica may
make claims against the Escrow Shares for amounts due for indemnification  under
the Purchase Agreement. If, after final determination of liability on a claim in
accordance  with  the  procedures  set  forth  in  Section  8.2 of the  Purchase
Agreement,   any  of  the  GoAmerica   Indemnitees   shall  have  any  claim  of
indemnification  for  Indemnifiable  Losses pursuant to the Purchase  Agreement,
GoAmerica shall promptly (a) give formal written notice thereof to Flash and the
Escrow  Agent,  which notice shall  include the  aggregate  dollar amount of the
Indemnifiable  Losses and a brief  description of the facts upon which the claim
is based, and (b) provide the Escrow Agent and Flash with a calculation pursuant
to Section 5.3 hereof.  Subject to the  following  provisions of this Section 5,
the Escrow Agent shall,  not less than  fifteen  (15)  business  days but within
twenty  (20)  business  days  following  delivery  of such  notice,  deliver  to
GoAmerica  in  accordance  with  Section 5.3 hereof the number of Escrow  Shares
having an aggregate  cash value (as  determined in  accordance  with Section 5.3
hereof) equal to the amount of such Indemnifiable Losses. To the extent that the
value of the Escrow Shares so determined  represented by stock  certificates  so
delivered  exceeds the cash value of the Indemnifiable  Losses,  GoAmerica shall
promptly  deliver to the Escrow Agent stock  certificates for the balance of the
Escrow Shares, which shall be held pursuant to this Agreement.

      5.2. If Flash shall, in good faith,  notify the Escrow Agent in writing of
any  objections or disputes with respect to a claim for  indemnification  within
fifteen (15) business days following delivery of notice of a claim for indemnity
pursuant to Section 5.1 hereof,  then the Escrow  Agent shall  instead set aside
such Escrow Shares (the "Set Aside  Amount")  until (a) Flash and GoAmerica have
agreed upon the rights of GoAmerica,  any of the GoAmerica  Indemnitees  seeking
indemnification  and Flash with  respect  thereto and have  notified  the Escrow
Agent of such an agreement in writing  signed by GoAmerica  and Flash,  (b) such
rights are finally determined  pursuant to Section 13.7 of this Agreement or (c)
the Termination Date. Any uncontested portion of a claim will be resolved as set
forth in Section 5.1 above. The Escrow Agent may rely on any arbitration  ruling
in  accordance  with  Section  13.7  hereof or on the final order or other final
determination of any such court. If any such arbitrator or court shall determine
that any or all of the  Escrow  Shares are to be  delivered  to  GoAmerica,  the
Escrow Agent shall, within fifteen (15) days following receipt of a copy of such
final  determination,  deliver to GoAmerica the number of Escrow Shares having a
cash value  equal  (determined  as  provided  in Section  5.3) to the sum of the
amount of the claim for  Indemnifiable  Losses as to which the arbitrator or the
court has finally  determined that any of the GoAmerica  Indemnitees is entitled
to indemnity under the


                                       3

<PAGE>

Purchase  Agreement.  All other  expenses  of such  litigation  or  arbitration,
including  reasonable  attorney's fees, will be paid by the losing party and the
court or the arbitrator will be authorized to make such determination.

      5.3.  For  purposes  of  establishing  the  number of Escrow  Shares to be
delivered to GoAmerica, set aside in respect of any Set Aside Amount pursuant to
this  Section 5 or retained in respect of any pending  claims for which  damages
cannot be  quantified  pursuant  to  Section  6, the cash value of each share of
GoAmerica's  Common Stock shall be equal to the average closing prices per share
of GoAmerica's  Common Stock as reported on the Nasdaq  National Market (or such
other exchange or quotation  system upon which  GoAmerica is then traded) during
the ten (10)  trading  days  ending  three (3) days prior to (i) the date of the
delivery of the Escrow  Shares to  GoAmerica,  if delivered  pursuant to Section
5.1,  or (ii) the date on which the Escrow  Agent sets aside or retains all or a
portion of the Escrow Shares pursuant to Section 5.2 or Section 6. GoAmerica and
Flash shall send notice to the Escrow Agent  specifying  the number of shares to
be delivered or set aside in accordance with this Section 5.3.

6.  TERMINATION.
    -----------

      On the date that is fifteen (15) months  following the Closing  Date,  the
Escrow  Agent  shall  pay and  distribute  one  hundred  percent  (100%)  of the
remaining  Escrow Shares to Flash in  accordance  with  instructions,  signed by
GoAmerica and Flash, specifying the amount of Escrow Shares to be distributed to
Flash,  unless:  (i) any  claims are then  pending,  in which case the number of
Escrow Shares having an aggregate cash value (as  determined in accordance  with
Section 5.3 hereof)  equal to the amount of such claims shall be retained by the
Escrow Agent (and the balance distributed to Flash); or (ii) GoAmerica has given
notice to Flash and the Escrow Agent specifying in reasonable  detail the nature
of any other claim it may have under  Article 8 of the Purchase  Agreement  with
respect to which it is unable to specify  the amount of  damages,  in which case
all of the Escrow  Shares  shall be  retained  by the Escrow  Agent  pending the
resolution  of any such  claim in  accordance  with  Section  5.2  hereof.  This
Agreement  shall  terminate  upon  full  distribution  of the  Escrow  Shares in
accordance with this Section 6 (the "Termination Date").


7.  FEES AND EXPENSES OF ESCROW AGENT.
    ---------------------------------

      7.1.  For services  rendered,  the Escrow  Agent shall  receive a fee of
$2,500 per annum.  The fees of the Escrow Agent shall be borne by GoAmerica.

      7.2.  The  Escrow  Agent  shall also be  entitled  to  reimbursement  from
GoAmerica for all  reasonable  out-of-pocket  expenses paid or incurred by it in
the  administration  of its duties  hereunder,  including,  but not  limited to,
reasonable attorneys' or agents' fees and disbursements and all reasonable taxes
or other  governmental  charges.  It is anticipated that such disbursement shall
not exceed $500  barring  any  unforeseen  circumstances.  If for any reason the
deposit of the Escrow Shares is not received by the Escrow Agent as contemplated
in Section  3.1  hereof,  GoAmerica  shall  reimburse  the Escrow  Agent for all
expenses,


                                       4

<PAGE>


including  reasonable counsel fees and disbursements,  paid or incurred by it in
making preparations for providing the services contemplated hereby.


8.  PROTECTION OF ESCROW AGENT.
    --------------------------

      8.1. The Escrow Agent shall have no duties or responsibilities  other than
those expressly set forth herein. The Escrow Agent shall have no duty to enforce
any  obligation  of any person to make any payment or delivery,  or to direct or
cause any payment or delivery to be made,  or to enforce any  obligation  of any
person to perform any other act. The Escrow Agent shall be under no liability to
the other parties  hereto or to anyone else by reason of any failure on the part
of any party hereto or any maker, guarantor,  endorser or other signatory of any
document or any other person to perform such person's obligations under any such
document.  Except for amendments to this Agreement referred to below, and except
for  instructions  given to the Escrow Agent by GoAmerica and Flash  relating to
the Escrow Account under this Agreement, the Escrow Agent shall not be obligated
to  recognize  any  agreement  between  any and all of the  persons  referred to
herein,  notwithstanding  that references thereto may be made herein and whether
or not it has knowledge thereof.

      8.2.  The Escrow  Agent  shall not be liable to  GoAmerica  or Flash or to
anyone else for any action taken or omitted by it, or any action  suffered by it
to be  taken or  omitted,  in good  faith  and in the  exercise  of its own best
judgment  and  shall be  liable  only in case of its own bad  faith  or  willful
misconduct  or gross  negligence  or  intentional  failure  to  comply  with its
obligations  under this Agreement.  The Escrow Agent may rely  conclusively  and
shall be  protected  in acting  upon any  order,  notice,  demand,  certificate,
opinion or advice of counsel  (including  counsel  chosen by the Escrow  Agent),
statement, instrument, report or other paper or document (not only as to its due
execution and the validity and  effectiveness of its provisions,  but also as to
the truth and  acceptability  of any information  therein  contained),  which is
believed by the Escrow  Agent to be genuine and to be signed or presented by the
proper  person or persons.  The Escrow Agent shall not be bound by any notice or
demand, or any waiver, modification, termination or rescission of this Agreement
or any of the terms  thereof,  unless  evidenced  by a writing  delivered to the
Escrow  Agent signed by the proper party or parties and, if the duties or rights
of the Escrow Agent are affected, unless it shall give its prior written consent
thereto.

      8.3.  The Escrow Agent shall not be  responsible  for the  sufficiency  or
accuracy of the form of, or the execution,  validity,  value or genuineness  of,
any document or property received,  held or delivered by it hereunder, or of any
signature or endorsement thereon, or for any lack of endorsement thereon, or for
any description  therein; nor shall the Escrow Agent be responsible or liable to
the other  parties  hereto or to anyone  else in any  respect  on account of the
identity,  authority  or  rights  of the  persons  executing  or  delivering  or
purporting to execute or deliver any document or property or this Agreement. The
Escrow Agent shall have no responsibility with respect to the use or application
of any funds or other property paid or delivered by the Escrow Agent pursuant to
the provisions hereof.


                                       5

<PAGE>


      8.4 The  Escrow  Agent  shall  have the right to assume in the  absence of
written  notice to the contrary from the proper person or persons that a fact or
an event by  reason  of which an  action  would or might be taken by the  Escrow
Agent does not exist or has not  occurred,  without  incurring  liability to the
other parties  hereto or to anyone else for any action taken or omitted,  or any
action suffered by it to be taken or omitted,  in good faith and in the exercise
of its own best judgment, in reliance upon such assumption.


9.  CONTROVERSIES.
    -------------

      If any controversy arises among the parties to this Agreement, or with any
other party,  concerning the subject matter of this  Agreement,  or its terms or
conditions,  the Escrow Agent will not be required to determine the  controversy
or to take any action  regarding it. The Escrow Agent may hold the Escrow Shares
and all documents and funds, and may wait for settlement of any such controversy
by final  appropriate  arbitration or legal  proceedings or other means,  as the
Escrow Agent may require in its discretion,  notwithstanding any other provision
of this  Agreement.  In such  event,  the  Escrow  Agent  will not be liable for
interest or  damages.  Furthermore,  the Escrow  Agent may at its option file an
action  of  interpleader  in a court of  competent  jurisdiction  requiring  the
parties to answer and litigate  their claims and rights  among  themselves.  The
Escrow Agent is  authorized to deposit with the clerk of the court all documents
and funds held in the Escrow Account,  except all costs,  expenses,  charges and
reasonable  attorney fees  incurred by the Escrow Agent due to the  interpleader
action,  GoAmerica  agrees  to pay and  promptly  deposit  with the clerk of the
court. Upon initiating such action, the Escrow Agent shall be fully released and
discharged of and from any  obligations  and  liability  imposed by the terms of
this Agreement. The release from liability shall survive the termination of this
Agreement.


10.  RESIGNATION OR REMOVAL OF ESCROW AGENT.
     --------------------------------------

      The Escrow  Agent may resign at any time upon giving at least  thirty (30)
days' written  notice to GoAmerica  and Flash,  and may be removed by the mutual
agreement of GoAmerica and Flash and the Escrow Agent shall turn over the Escrow
Account to the duly  appointed  successor  escrow agent (less any amount due and
owing under Section 7 hereof);  provided,  however, that any such resignation or
removal shall not become  effective until the appointment of a successor  escrow
agent which shall be  accomplished  as  follows.  GoAmerica  and Flash shall use
their reasonable best efforts to agree on a successor escrow agent within thirty
(30) days after  receiving such notice of resignation  from the Escrow Agent. If
GoAmerica and Flash fail to agree on a successor  escrow agent within such time,
the parties shall promptly request a court of competent  jurisdiction to appoint
such an agent. If a successor  escrow agent is not appointed  within thirty (30)
days of the  parties  request to the court,  the Escrow  Agent may  deposit  the
Escrow Account with such court pending  appointment.  The successor escrow agent
shall  execute  and deliver to the Escrow  Agent an  instrument  accepting  such
appointment and it shall,  without further acts, be vested with all the estates,
properties,  rights,  powers and duties of the  predecessor  escrow  agent as if
originally named as the escrow agent. Then, the Escrow Agent shall be discharged
from any further duties and liability  under this  Agreement  accruing after the
date the  appointment of


                                       6

<PAGE>


such  successor  escrow  agent is accepted by the parties (or made by a court of
competent jurisdiction, as applicable) and becomes effective, and such discharge
of liability will survive the termination of this Agreement.

11.  INDEMNIFICATION OF ESCROW AGENT.
     -------------------------------

      11.1.  GoAmerica  and  Flash  shall,  jointly  and  severally,  reimburse,
indemnify and hold harmless the Escrow Agent, its employees and agents (referred
to in this Section 11 collectively and individually as the "Escrow Agent"), from
and  against  any  and all  expenses,  including  reasonable  counsel  fees  and
disbursements,  or loss  suffered  by the Escrow  Agent in  connection  with any
action, suit or other proceeding  involving any claim, or in connection with any
claim or demand asserted against the Escrow Agent, which in any way, directly or
indirectly,  arises out of or relates to this  Agreement,  the  services  of the
Escrow Agent hereunder,  the monies or other property held by it hereunder.  The
Escrow  Agent  shall have a lien for the amount of any such  expenses or loss on
the monies and other  property  held by it  hereunder  and shall be  entitled to
reimburse itself from such monies or property for the amount of any such expense
or loss.  Promptly after the receipt by the Escrow Agent of notice of any demand
or claim or the commencement of any action, suit or proceeding, the Escrow Agent
shall, if a claim in respect thereof is to be made against  GoAmerica and Flash,
notify  GoAmerica  and Flash  thereof in writing,  but the failure by the Escrow
Agent to give  such  notice  shall not  relieve  GoAmerica  and  Flash  from any
liability which they may have to the Escrow Agent hereunder. Notwithstanding any
obligation  to make  payments  and  deliveries  hereunder,  the Escrow Agent may
retain  and hold for such time as it deems  necessary  such  amount of monies or
property as it shall, from time to time, in its sole discretion, deem sufficient
to  indemnify  itself for any such loss or expense  and for any  amounts  due it
under Section 7.

      11.2.  For purposes of this  Section 11, the term  "expense or loss" shall
include all amounts paid or payable to satisfy any claim,  demand or  liability,
or in settlement of any claim,  demand,  action, suit or proceeding settled with
the express  written  consent of the Escrow  Agent,  and all costs and expenses,
including,  but not limited to, reasonable counsel fees and disbursements,  paid
or incurred  in  investigating  or  defending  against  any such claim,  demand,
action, suit or proceeding.

      11.3.  GoAmerica  and Flash may  participate  at their own  expense in the
defense of any claim or action  that may be asserted  against the Escrow  Agent,
and if GoAmerica or Flash so elects, either may assume the defense of such claim
or action;  provided,  however, that if there exists a conflict of interest that
would make it inappropriate  for the same counsel to represent both GoAmerica or
Flash, as the case may be, and the Escrow Agent,  retention of separate  counsel
by the Escrow Agent shall be reimbursable as hereinabove provided; and provided,
further,  that GoAmerica shall not settle or compromise any such claim or action
without the consent of Flash, which consent shall not be unreasonably  withheld,
and Flash shall not settle or  compromise  any such claim or action  without the
consent of  GoAmerica,  which consent shall not be  unreasonably  withheld.  The
parties  will  notify  the  Escrow  Agent  in  writing  of  their  intention  to
participate or assume the defense of any claim. The right of


                                       7

<PAGE>


the Escrow Agent to  indemnification  hereunder shall survive its resignation or
removal as Escrow Agent and shall survive the  termination  of this Agreement by
lapse of time or otherwise.


12.  AUTHORITY OF GOAMERICA.
     ----------------------

      GoAmerica  shall be entitled to assert  claims for  indemnity on behalf of
any of the GoAmerica Indemnitees,  and all of the GoAmerica Indemnitees shall be
bound by GoAmerica's actions and decisions hereunder.


13.  MISCELLANEOUS.
     -------------

      13.1. ASSUMPTION OF RIGHTS AND OBLIGATIONS. In accordance with Section 8.6
of the Purchase Agreement, in the event of a dissolution, liquidation or winding
up of the affairs of Flash or earlier  distribution of the Cash Consideration or
Stock  Consideration  to the  Shareholders,  the  Shareholders  shall assume the
rights  and  obligations  of  Flash  hereunder,  each  to  the  extent  of  such
Shareholder's  pro rata portion of the Escrow  Shares as set forth on Schedule A
attached  hereto,  and each reference in this Agreement to "Flash" shall for all
intents and purposes be deemed a reference to the  "Shareholders."  Furthermore,
all notices  required to be given under this Agreement to Flash would instead be
required to be given to each of the Shareholders.

      13.2.  AMENDMENTS AND WAIVERS.  This  Agreement,  or any provision of this
Agreement,  may be  amended  or waived  from  time to time only upon the  mutual
written agreement of GoAmerica, Flash and the Escrow Agent. No delay or omission
by any party to exercise any right or power hereunder shall impair such right or
power or be  construed  to be a waiver  thereof.  A waiver by any of the parties
hereto  of any of the  covenants  to be  performed  by the  other or any  breach
thereof shall not be construed to be a waiver of any subsequent breach or of any
other covenant contained in this Agreement.

      13.3.  NOTICES.  Notices  and other  communications  by a party under this
Agreement  shall be in writing and  hand-delivered,  deposited with an overnight
carrier for next- or second-day delivery,  sent by certified mail or transmitted
by facsimile (with receipt  confirmed),  addressed to the parties as follows (or
to  such  other  addresses  as any  party  may  designate  from  time to time in
writing):

            (a)   if to GoAmerica, to:

                        GoAmerica, Inc.
                        401 Hackensack Avenue
                        Hackensack, New Jersey  07601
                        Attention:  Mr. Aaron Dobrinsky
                        Telephone:  (201) 996-1717
                        Fax:  (201) 996-1772


                                       8

<PAGE>


                        with copies to:

                        Buchanan Ingersoll Professional Corporation
                        650 College Road East
                        Princeton, New Jersey 08540
                        Attention:  David J. Sorin, Esq.
                        Telephone:  (609) 987-6800
                        Fax:  (609) 520-0360

            (b)   if to Flash, to:

                        Flash Creative Management, Inc.
                        c/o David Blumenthal
                        452 Churchill Road
                        Teaneck, NJ  07666

                        with copies to:

                        Y. Alan Griver
                        439 Maple Hill Drive
                        Hackensack, NJ  07601

                        -and-

                        Epstein Becker & Green, P.C.
                        250 Park Avenue
                        New York, New York 10177
                        Attn:  Mary Anne Mayo, Esq.
                        Phone:  (212) 351-4792
                        Fax: (212) 661-0989


            (c)   if to a Shareholder:

                        To the address of such Shareholder set forth on
                        Schedule A.

            (d)   if to the Escrow Agent, to:

                        American Stock Transfer & Trust Company
                        40 Wall Street, 46th Floor
                        New York, New York 10005
                        Attention: Mr. Herbert Lemmer

and shall be deemed given when received.


                                       9

<PAGE>


      13.4.  SUCCESSORS;  THIRD PARTIES;  ASSIGNMENT.  This  Agreement  shall be
binding  upon and inure to the  benefit  of the  parties  and  their  respective
successors and assigns. This Agreement is not intended to confer upon any person
other  than the  parties  hereto  any rights or  remedies  hereunder,  except as
otherwise expressly provided herein.

      13.5. ENTIRE AGREEMENT.  This Agreement,  the Purchase  Agreement (and any
agreements  referenced therein) constitute the entire agreement among GoAmerica,
Flash,  the Shareholders and the Escrow Agent with respect to the subject matter
hereof, and supersedes any and all prior agreements, understandings, promises or
representations  made by such  Persons  concerning  the  subject  matter of this
Agreement.

      13.6.  APPLICABLE LAW. The validity,  performance and construction of this
Agreement  shall be governed by and construed in accordance with the laws of the
State of New York.

      13.7. CONSENT TO JURISDICTION; ARBITRATION.

          (a) Each of the parties  hereby  consents and agrees to submit himself
or itself to the non-exclusive  jurisdiction of the State of New York and of the
United States of America located in the State of New York, county of New York.

          (b)  The  parties  acknowledge  and  agree  that  GoAmerica  would  be
materially prejudiced by the failure of the parties to resolve any objections or
disputes  as  contemplated  by Section  5.2 and  Article 6 hereof.  The  parties
therefore  agree to resolve any such disputes or  objections in accordance  with
the  arbitration  provisions  set forth  below  and to take any and all  actions
necessary to resolve such disputes or objections  as  expeditiously  as possible
and in any event prior to the Termination Date.  Notwithstanding anything to the
contrary contained in this Agreement, any dispute,  controversy or claim arising
out of or  relating  to  this  Agreement,  or  the  provisions  of the  Purchase
Agreement  related  hereto,  or the  breach,  termination  or  validity  thereof
("Dispute") shall be finally settled by arbitration, to be held in New York, New
York in  accordance  with  the CPR  Institute  For  Dispute  Resolution  ("CPR")
Non-Administered  Arbitration Rules then in effect ("Rules"), except as modified
herein.  Within  five (5) days after  receipt by a party of a notice of dispute,
GoAmerica,  on the one hand and Flash,  on the other,  shall  each  appoint  one
arbitrator;  the two arbitrators so appointed shall select the third  arbitrator
who shall be a  disinterested  person of recognized  competence in the matter at
issue who shall act as the presiding arbitrator for the dispute in question.  If
either party fails to name an initial  arbitrator,  or if appointed  arbitrators
have failed to appoint the third  arbitrator as provided in the Rules,  then CPR
shall  appoint  that  arbitrator  within  five (5) days of the request of either
GoAmerica or Flash.  Consistent with the expedited  nature of  arbitration,  the
number of depositions,  if any, conducted by each of claimant(s),  collectively,
and by  respondent(s),  collectively,  pursuant to Rule 11 of the Rules shall be
limited  to three  (3) and any  discovery  permitted  by the  tribunal  shall be
completed  within  ten (10)  days of the date of the  appointment  of the  third
arbitrator.  Any award rendered in such  arbitration  shall be final and binding
upon the parties,  and judgment may be entered thereon in any court of competent
jurisdiction.  Upon  the  rendering  of  any  such


                                       10

<PAGE>


award on or prior to the  Termination  Date,  the Escrow Agent shall release the
appropriate  portion of the Escrow Account in accordance  with Article 6 hereof.
The parties agree to submit to the  non-exclusive  jurisdiction of the courts of
the State of New York and of the United  States of America  located in the State
of New York,  county of New York, for any action to enforce any award hereunder.
The demand for arbitrations  shall be delivered in accordance with Section 13.3.
The fees of the  arbitrators  shall  be  shared  equally  by the  parties.  This
agreement to  arbitrate,  and the final  ruling or decision of the  arbitrators,
shall be binding on the parties and specifically enforceable.

          13.8.  VALIDITY.  The invalidity or unenforceability of any provisions
of this Agreement shall not affect the validity or  enforceability  of any other
provisions  of this  Agreement,  each of which  shall  remain in full  force and
effect.

          13.9. CAPTIONS; CONSTRUCTION. Titles or captions of Sections contained
in  this  Agreement  are  inserted  only  as a  matter  of  convenience  and for
reference,  and in no way define,  limit,  extend or describe  the scope of this
Agreement or the intent of any provision of this  Agreement.  The words "herein"
and  "hereof"  and other words of similar  import  refer to this  Agreement as a
whole and not to any particular part of this Agreement.  The word "including" as
used herein shall not be construed so as to exclude any other thing not referred
to or described. All references herein to Sections shall be deemed references to
sections of this Agreement, except as otherwise provided.

          13.10.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to be one and the same instrument.

          13.11.  BINDING EFFECT. This Agreement shall be binding upon and inure
solely to the  benefit of each party  hereto  and their  respective  successors,
assigns, heirs and legal representatives.  Except as otherwise set forth herein,
nothing in this  Agreement,  express or implied,  is intended to or shall confer
upon any other  person  any right,  benefit  or remedy of any nature  whatsoever
under or by reason of this Agreement.

          13.12.  FURTHER  ASSURANCES.  From  time to time on and after the date
hereof, GoAmerica and Flash shall deliver or cause to be delivered to the Escrow
Agent such further  documents and  instruments and shall do and cause to be done
such  further  acts as the  Escrow  Agent  shall  reasonably  request  (it being
understood  that the  Escrow  Agent  shall have no  obligation  to make any such
request)  to carry out more  effectively  the  provisions  and  purposes of this
Agreement,  to  evidence  compliance  herewith  or to assure  itself  that it is
protected in acting hereunder.


                            [Signature page follows]


                                       11

<PAGE>


      IN WITNESS WHEREOF, this Agreement has been duly executed as of and on the
date first above written.

                              GOAMERICA, INC.


                              By: /s/  Francis J. Elenio
                                 ------------------------------------
                                 Name:   Francis J. Elenio
                                 Title:  CFO, Secretary and Treasurer



                              FLASH CREATIVE MANAGEMENT, INC.


                              By: /s/  David J. Blumenthal
                                 ------------------------------------
                                 Name:   David J. Blumenthal
                                 Title:  President



                              THE SHAREHOLDERS

                              /s/  David Blumenthal
                              ------------------------------------
                              David Blumenthal

                              /s/ Y. Alan Griver
                              ------------------------------------
                              Y. Alan Griver

                              /s/ Lior Hod
                              ------------------------------------
                              Lior Hod

                              AMERICAN STOCK TRANSFER & TRUST COMPANY,
                              as Escrow Agent

                              By: /s/  Herbert J. Lemmer
                                 ------------------------------------
                                 Name:   Herbert J. Lemmer
                                 Title:  Vice President


                                       12

<PAGE>


                                   SCHEDULE A

                            SCHEDULE OF SHAREHOLDERS



                                                        Percentage of
     Name and Address                                   Escrow Shares
     ----------------                                   -------------

     David Blumenthal                                         56%
     452 Churchill Road
     Teaneck, NJ  07666

     Y. Alan Griver                                           38%
     439 Maple Hill Drive
     Hackensack, NJ  07601

     Lior Hod                                                  6%
     62 West Lawn Drive
     Teaneck, NJ  07666