EXHIBIT 4.4

         The securities  represented  hereby may not be  transferred  unless (i)
such  securities have been registered for sale pursuant to the Securities Act of
1933, as amended,  (ii) such securities may be sold pursuant to Rule 144(k),  or
(iii) the Company has received an opinion of counsel reasonably  satisfactory to
it that such  transfer  may  lawfully  be made  without  registration  under the
Securities Act of 1933 or qualification under applicable state securities laws.


                 10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE



$__________                                                       Maturity Date:

Issue Date:  December 19, 2003                                    March 18, 2004


         FOR VALUE RECEIVED,  GoAmerica, Inc. (the "Company") hereby promises to
pay to the order of  ________________________  or its  successors,  assigns  and
legal representatives (the "Holder"), at ___________________________, or at such
other  location as the Holder may  designate  from time to time,  the  aggregate
principal sum of $______________  (___________  Dollars), in lawful money of the
United States of America,  together with interest thereon at a rate of 10.0% per
annum.

         1.  Company  Notes.  This Note (the "Note") is one of a series of Notes
(the  "Company  Notes")  of like  tenor  in an  aggregate  principal  amount  of
$1,015,000 (One Million Fifteen Thousand Dollars) issued by the Company pursuant
to the  terms of the  Purchase  Agreement,  dated  of even  date  herewith  (the
"Purchase  Agreement"),  among the  Company  and the  investors  party  thereto.
Capitalized  terms used  herein  shall  have the  respective  meanings  ascribed
thereto in the Purchase Agreement unless otherwise defined herein.

         2.  Maturity  Date.  The  aggregate  principal  amount of this Note and
accrued  interest  thereon  shall be due and  payable  on March  18,  2004  (the
"Maturity  Date").  The Maturity Date may be extended for up to 30 days upon the
written  consent of the Company  and the  Majority  Holders (as defined  below),
which consent shall not be unreasonably withheld.

         3.  Calculation  and Payment of Interest.  Interest  hereunder shall be
calculated on the basis of a 360-day year for the actual number of days elapsed.
Interest  shall be calculated on a simple  interest basis and shall accrue daily
and be payable on the Maturity  Date.  Interest shall be paid by the issuance to
the Holder within two (2) business days of an interest  payment date of a number
(rounded  downward to the nearest whole share) of newly  issued,  fully paid and
non-assessable shares (the "Interest Shares") of the Company's common stock, par


<PAGE>

value  $0.01 per share  ("Common  Stock"),  equal to the  interest  amount  owed
divided by the Share  Price (as defined  below).  The  Company  shall  reserve a
sufficient number of duly authorized but unissued shares of Common Stock to meet
its  obligations  under this  Section 3. If the Company  fails to pay any amount
hereunder  when  due,  whether  on  the  Maturity  Date,  upon  acceleration  or
otherwise,  and such failure continues for a period of five (5) business days or
more,  interest shall thereafter  accrue on any overdue amounts at a rate of 14%
per annum until paid in full.  Any such overdue  interest  shall be payable upon
demand in cash. As defined  herein,  "Share Price" means the Purchase  Price per
share at which the Company has agreed to issue shares of Common  Stock  pursuant
to the terms of the  Purchase  Agreement  (appropriately  adjusted for any stock
split,  reverse  stock  split,  stock  dividend  or  other  reclassification  or
combination of the Common Stock occurring after the date hereof).

         4. Prepayment. The Company may not prepay this Note at any time without
the prior written consent of the Majority Holders.  Any such prepayment shall be
made on not less  than 15 days  prior  written  notice  provided  to the  Holder
hereof.  Any permitted  prepayments  hereunder  shall be applied  first,  to the
payment of any expenses then owed to the Holder,  second, to accrued interest on
this Note and third, to the payment of the principal  amount  outstanding  under
this Note.  The Company shall not have the right to set off or otherwise  deduct
from  amounts  payable  by  it  hereunder  any  amounts  whether  liquidated  or
unliquidated,  which the Holder or any of its affiliates may owe to the Company,
which  right is hereby  expressly  waived to the  maximum  extent  permitted  by
applicable law.

         5. Conversion.

                  (a) At any time on or prior to the Maturity  Date,  the Holder
shall have the right to convert all, but not less than all, of the  principal of
and accrued interest on this Note into a number (rounded down in the case of any
fractional  shares)  of fully  paid and  non-assessable  shares of Common  Stock
("Conversion  Shares") equal to the amount being converted  divided by the Share
Price.

                  (b) To effect the  conversion  of this Note,  the Holder shall
surrender this Note to the Company  together with a written notice of conversion
specifying the date on which such  conversion is to be effected,  which date may
not be less than two  business  days after the date of such  notice,  unless the
Company  consents to an earlier date (such date,  the  "Conversion  Date") and a
representation  letter to the Company  containing  customary  private  placement
representations  and  warranties  so that the  issuance  of the shares of Common
Stock upon conversion of this Note shall be exempt from  registration  under the
Securities  Act of 1933,  as amended.  The Company shall issue to the Holder the
shares of Common Stock into which this Note has been  converted,  registered  on
the books of the Company in the name of the Holder or its nominee  within  three
business days of the Conversion  Date in the case of electronic  delivery of the
Conversion  Shares (if  permitted  by the  Company's  transfer  agent),  or five
business days of the Conversion Date in the case of physical  delivery,  and, in
the case of physical delivery,  shall mail the certificate(s)  representing such


                                      -2-
<PAGE>

shares to the Holder at the address specified by the Holder.  From and after the
Conversion  Date,  the Holder  shall be treated for all purposes as the owner of
the  shares of Common  Stock into  which  this Note has been  converted  and the
certificate(s)  for such shares shall be issued as of the  Conversion  Date.  As
used herein,  "business  day" means a day,  other than a Saturday or Sunday,  on
which commercial banks in New York City are open for the general  transaction of
business.

                  (c)  Notwithstanding  the other  provisions of this Section 5,
the   principal  of  and  accrued  but  unpaid   interest  on  this  Note  shall
automatically be converted into fully paid and  non-assessable  shares of Common
Stock at the Share  Price  without  any  action on the part of the  Holder  upon
consummation of the Closing.

                  (d) The Company shall, prior to any conversion of this Note by
the Holder or any  automatic  conversion  of this Note pursuant to Section 5(c),
have reserved a sufficient  number of duly authorized  shares of Common Stock to
satisfy the conversion rights granted to the Holder hereunder.

         6.  Covenants.  The Company  agrees that, so long as any amount payable
under this Note remains unpaid, except as otherwise disclosed on Schedule 4.3 to
the Purchase  Agreement,  it will not, and will cause its  Subsidiaries (as such
term is defined in the Purchase  Agreement)  not to,  without the prior  written
consent of the Majority Holders:

                  (a) create, incur,  guarantee,  issue, assume or in any manner
become liable in respect of, any obligation (i) for borrowed  money,  other than
trade payables  incurred in the ordinary  course of business,  (ii) evidenced by
bonds,  debentures,  notes,  or other similar  instruments,  (iii) in respect of
letters of credit or other similar  instruments  (or  reimbursement  obligations
with respect  thereto),  except  letters of credit or other similar  instruments
issued to secure  payment of trade  payables  arising in the ordinary  course of
business consistent with past practices, (iv) to pay the deferred purchase price
of property or services, except trade payables arising in the ordinary course of
business consistent with past practices, (v) as lessee under capitalized leases,
(vi)  secured  by a Lien (as  defined  below) on any asset of the  Company  or a
Subsidiary,  whether or not such  obligation  is assumed by the  Company or such
Subsidiary and (vii) of any other person or entity,  other than indebtedness for
borrowed money  existing on the date of this Note or other  obligations or other
liabilities  incurred in connection  with Liens  permitted to be incurred  under
Section 6(b)(vi) or 6(b)(vii) hereof;

                  (b) create,  incur, assume or suffer to exist any lien, claim,
pledge,  charge,  security  interest or encumbrance of any kind ("Liens") on any
asset now owned or hereafter acquired by it, except:

                           (i) Liens existing on the date hereof;


                                      -3-
<PAGE>

                           (ii)  Liens  for  taxes or  assessments  and  similar
charges  either (x) not delinquent or (y) contested in good faith by appropriate
proceedings  and as to which  the  Company  shall  have set  aside on its  books
adequate reserves;

                           (iii)  Liens  incurred  or pledges  and  deposits  in
connection with workers'  compensation,  unemployment insurance and other social
security benefits, or securing the performance bids, tenders,  leases, contracts
(other  than  for the  repayment  of  borrowed  money),  statutory  obligations,
progress payments, surety and appeal bonds and other obligations of like nature,
incurred in the ordinary course of business;

                           (iv)  Liens  imposed  by  law,  such  as  mechanics',
carriers',  warehousemen's,  materialmen's and vendors' Liens,  incurred in good
faith in the ordinary course of business;

                           (v)   zoning   restrictions,   easements,   licenses,
covenants,  reservations,  restrictions  on the use of real  property  or  minor
irregularities  of  title  incident  thereto  which  do  not  in  the  aggregate
materially  detract  from the value of the property or assets of the Company and
its  Subsidiaries  taken as a whole or impair  the use of such  property  in the
operation of the Company's or its Subsidiaries' businesses;

                           (vi)  Liens  incurred  or  assumed  which are  either
purchase  money Liens upon or in any  property  acquired or Liens in  connection
with capital lease transactions in the ordinary course of business; and

                           (vii)  other Liens  incidental  to the conduct of the
business  of the  Company  or a  Subsidiary  or the  ownership  of its or  their
respective  property and assets which were not incurred in  connection  with the
borrowing of money,  and which do not in the aggregate  materially  detract from
the value of its property or assets; or

                  (c)  declare  or make any (i) any  dividend,  distribution  or
other  payment  on any  capital  stock or (ii) any  payment  on  account  of the
purchase, redemption,  retirement or acquisition of (A) any capital stock or (B)
any option, warrant or other right to acquire capital stock.

         7. Events of Default.  Each of the following shall constitute an "Event
of Default" hereunder:

                  (a) The Company shall fail to pay the principal amount of this
Note and accrued  interest thereon when due and payable (whether at the Maturity
Date, upon acceleration or otherwise);

                  (b) The Company  shall fail to pay any other amount under this
Note or any amounts under the Pledge  Agreement when due and payable (whether at
the maturity date  therefor,  upon  acceleration  or otherwise) and such failure
shall continue for a period of five (5) business days;


                                      -4-
<PAGE>

                  (c) The  Company  shall fail to observe or perform  any of the
covenants set forth in Section 6 hereof or Section 4 of the Pledge Agreement;

                  (d) The  Company  shall fail to  observe or perform  any other
covenant or agreement contained in this Note or the other Transaction  Documents
and such failure  shall  continue for a period of thirty (30) days after receipt
of notice thereof from the Holder or its agent;

                  (e) Any  representation or warranty made by the Company in the
Transaction  Documents  shall have been  untrue or  misleading  in any  material
respect when made;

                  (f) The Company  fails to make a required  payment or payments
on indebtedness for borrowed money of Twenty-Five  Thousand Dollars ($25,000) or
more in aggregate principal amount;

                  (g) There shall have  occurred an  acceleration  of the stated
maturity of any indebtedness for borrowed money of the Company or any Subsidiary
of Twenty-Five  Thousand Dollars ($25,000) or more in aggregate principal amount
(which  acceleration  is not rescinded,  annulled or otherwise  cured within ten
(10)  days of  receipt  by the  Company  or such  Subsidiary  of  notice of such
acceleration);

                  (h) Any  material  covenant,  agreement or  obligation  of the
Company in the  Pledge  Agreement  shall  cease to be  enforceable,  or shall be
determined to be unenforceable in any material  respect;  or any of the security
interests  granted  pursuant to the Pledge  Agreement  shall be determined to be
void, voidable,  invalid or unperfected,  are subordinated or are ineffective to
provide the Holder with a perfected,  first  priority  security  interest in the
collateral covered by the Pledge Agreement;

                  (i) The  Company  shall  sell,  transfer,  lease or  otherwise
dispose of all or any substantial  portion of its assets in one transaction or a
series of related  transactions,  participate in any share exchange,  consummate
any  recapitalization,   reclassification,   reorganization  or  other  business
combination  transaction  or adopt a plan of liquidation or dissolution or agree
to do any of the foregoing,  except as may be deemed to occur as a result of the
financing contemplated by the Purchase Agreement;

                  (j) One or more judgments in an aggregate  amount in excess of
Twenty-Five  Thousand  Dollars  ($25,000)  shall have been rendered  against the
Company or any Subsidiary and such judgment or judgments remain  undischarged or
unstayed for a period of sixty (60) days after such judgment or judgments become
or became, as the case may be, final and unappealable;

                  (k) The Company  shall have  applied for or  consented  to the
appointment  of  a  custodian,   receiver,   trustee  or  liquidator,  or  other
court-appointed  fiduciary of all or a substantial part of its properties;  or a
custodian,  receiver,  trustee or liquidator or other court appointed  fiduciary
shall have been  appointed  with or without the consent of the  Company;  or the


                                      -5-
<PAGE>

Company  is  generally  not  paying  its  debts as they  become  due by means of
available assets, or has made a general assignment for the benefit of creditors;
or the Company  files a voluntary  petition in  bankruptcy,  or a petition or an
answer seeking  reorganization  or an  arrangement  with creditors or seeking to
take  advantage  of any  insolvency  law, or an answer  admitting  the  material
allegations  of a  petition  in any  bankruptcy,  reorganization  or  insolvency
proceeding  or  has  taken  action  for  the  purpose  of  effecting  any of the
foregoing;  or  if,  within  sixty  (60)  days  after  the  commencement  of any
proceeding  against the  Company  seeking  any  reorganization,  rehabilitation,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief under the Federal  bankruptcy  code or similar order under future similar
legislation, the appointment of any trustee, receiver, custodian, liquidator, or
other court-appointed fiduciary of the Company or of all or any substantial part
of its  properties,  such order or  appointment  shall not have been  vacated or
stayed on appeal or otherwise or if, within sixty (60) days after the expiration
of any such  stay,  such  order or  appointment  shall  not  have  been  vacated
(collectively, "Insolvency Events"); or

                  (l) Any  Insolvency  Event shall have occurred with respect to
any Subsidiary.

                  Upon the  occurrence of any Event of Default,  the Holder may,
at  its  option,  declare  all  amounts  due  hereunder  to be due  and  payable
immediately  and,  upon  any such  declaration,  the same  shall  become  and be
immediately due and payable.  If an Insolvency  Event occurs with respect to the
Company  or  any  Subsidiary,  then  all  amounts  due  hereunder  shall  become
immediately  due and payable without any declaration or other act on the part of
the Holder.  Upon the  occurrence  of any Event of  Default,  the Holder may, in
addition to  declaring  all  amounts due  hereunder  to be  immediately  due and
payable,  pursue any available remedy,  whether at law or in equity,  including,
without  limitation,  exercising  its rights under the Pledge  Agreement.  If an
Event of Default  occurs,  the  Company  shall pay to the Holder the  reasonable
attorneys' fees and disbursements and all other reasonable  out-of-pocket  costs
incurred by the Holder in order to collect amounts due and owing under this Note
or otherwise to enforce the Holder's rights and remedies hereunder and under the
Pledge Agreement.

         8. Secured Obligation. This Note is one of the Notes referred to in the
Pledge   Agreement  and  is  secured  by  the   collateral   described   therein
(collectively, the "Collateral"). The Pledge Agreement grants the Holder certain
rights with respect to the Collateral upon an Event of Default.

         9.  Reimbursement  of  Expenses.  In addition to its other  obligations
hereunder,  not later than the close of  business  on the date hereof or one (1)
business day after receipt of an invoice  therefor,  the Company shall reimburse
the  holders of the  Company  Notes for the fees and  disbursements  of only one
counsel in connection  with the  preparation,  negotiation and execution of this
Note and the other Transactions Documents, subject to a cap of $25,000.


                                      -6-
<PAGE>

         10.  Waiver of  Presentment,  Demand and Dishonor.  The Company  hereby
waives presentment for payment,  protest,  demand, notice of protest,  notice of
non-payment  and diligence  with respect to this Note,  and waives and renounces
all rights to the  benefit  of any  statute of  limitations  or any  moratorium,
appraisement,  exemption or  homestead  now  provided or that  hereafter  may be
provided by any federal or applicable  state statute,  including but not limited
to exemptions  provided by or allowed under the Federal Bankruptcy Code, both as
to itself and as to all of its property,  whether real or personal,  against the
enforcement and collection of the obligations evidenced by this Note and any and
all extensions, renewals and modifications hereof.

         No failure on the part of the Holder  hereof to  exercise  any right or
remedy  hereunder  with  respect  to the  Company,  whether  before or after the
happening of an Event of Default,  shall constitute a waiver of any future Event
of Default or of any other Event of Default.  No failure to accelerate  the debt
of the Company  evidenced  hereby by reason of an Event of Default or indulgence
granted  from  time to time  shall be  construed  to be a waiver of the right to
insist upon prompt  payment  thereafter;  or shall be deemed to be a novation of
this Note or a reinstatement  of such debt evidenced  hereby or a waiver of such
right of  acceleration or any other right, or be construed so as to preclude the
exercise  of any right the  Holder  may have,  whether  by the laws of the state
governing this Note, by agreement or otherwise; and the Company hereby expressly
waives the benefit of any statute or rule of law or equity that would  produce a
result contrary to or in conflict with the foregoing.

         11. Amendment;  Waiver.  Any term of this Note may be amended or waived
upon the  written  consent of the  Company  and the  holders  of  Company  Notes
representing  at  least  50% of the  principal  amount  of  Company  Notes  then
outstanding (the "Majority Holders");  provided,  that (x) any such amendment or
waiver must apply to all outstanding  Company Notes; and (y) without the consent
of the Holder  hereof,  no  amendment  or waiver  shall (i) subject to Section 2
hereof,  change the Maturity Date of this Note, (ii) reduce the principal amount
of this Note or the interest rate due hereon,  (iii) change the conversion price
of this Note or (iv) change the place of payment of this Note. No such waiver or
consent on any one instance  shall be  construed to be a continuing  waiver or a
waiver in any other instance unless it expressly so provides.

         12. Transfers. The Holder shall have the right to transfer this Note or
any interest  herein in any transaction  meeting the  requirements of applicable
securities laws.

         13. Governing Law; Consent to Jurisdiction.  This Note shall be binding
upon the Company and its  successors,  assigns  and legal  representatives.  The
validity,  construction and  interpretation  of this Note will be governed,  and
construed in  accordance  with,  the laws of the State of New York.  EACH OF THE
COMPANY AND, BY ITS  ACCEPTANCE  HEREOF,  THE HOLDER  HEREBY WAIVES ANY RIGHT TO
REQUEST  A  TRIAL  BY JURY IN ANY  LITIGATION  WITH  RESPECT  TO THIS  NOTE  AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


                                      -7-
<PAGE>

         Each of the Company  and, by its  acceptance  of this Note,  the Holder
irrevocably submits to the exclusive  jurisdiction of the courts of the State of
New York located in New York County and the United States District Court for the
Southern District of New York for the purpose of any suit, action, proceeding or
judgment  relating  to  or  arising  out  of  this  Note  and  the  transactions
contemplated hereby. Service of process in connection with any such suit, action
or proceeding may be served on the Company and the Holder  anywhere in the world
by the same  methods  as are  specified  for the  giving  of  notices  under the
Purchase Agreement. Each of the Company and, by its acceptance of this Note, the
Holder  irrevocably  consents to the  jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such court. Each of the
Company and, by its acceptance of this Note, the Holder  irrevocably  waives any
objection to the laying of venue of any such suit, action or proceeding  brought
in such courts and  irrevocably  waives any claim that any such suit,  action or
proceeding brought in any such court has been brought in an inconvenient forum.


                                      -8-
<PAGE>

ATTEST:                             GOAMERICA, INC.




/s/ Wayne D. Smith                  By: /s/ Daniel R. Luis
---------------------------             ---------------------------
Name:    Wayne D. Smith                 Name: Daniel R. Luis
                                    Title:  Chief Executive Officer



Dated:  December 19, 2003


                                      -9-